Minutes


ITVS BOARD OF DIRECTORS MEETING

Hotel Nikko, San Francisco, CA

March 24, 2018

MINUTES



Directors Present: Garry Denny, Pat Aufderheide, Sharese Bullock-Bailey, Lisa Cortés, Delida Costin, Beth Curley, Andrew DeVigal, Sharon La Cruise (via phone), and Bathsheba Malsheen

Directors Absent: Ian Inaba, Malinda Maynor Lowery, and Margaret Wilkerson

Staff and Guests Present: Sally Fifer, John Cheng, Pamm Higgins, Jim Sommers, Lisa Tawil, Noland Walker, Monika Navarro, Donna Hardwick, Kim Sevcik, Louise Cousins, Nadir Nelson, Jessica Estelle Huggins, and Kirk Vader


CALL TO ORDER AND INTRODUCTIONS

Denny, Chair, called the meeting to order at 9:55 a.m., introduced the members of staff in attendance, and gave opening remarks. He recapped a recent visit by the ITVS Board to Washington, D.C. where ITVS supported a screening of Tell Them We Are Rising: The Story of Historically Black Colleges and Universities at the National Museum of African American History and Culture. He then recognized new Board member Dennis, who gave a biographical introduction.

QUORUM

The Chair took roll call, noted that a quorum of the Board was present, and declared the meeting open for the transaction of business.


APPROVAL OF MINUTES

La Cruise, Secretary, presented the minutes of the meeting of the Board held on November 18, 2017. Following discussion, on motion by Cortés, seconded by Curley, and carried unanimously:

It Was Resolved, that the minutes of the meeting of the Board held on November 18, 2017 are approved.


PRESIDENT’S REPORT

Fifer began her President’s Report by welcoming Dennis to the Board. She confirmed that ITVS’s funding from CPB was secured by the passage of the Labor, Health and Human Services bill in Congress, as per ITVS’s current contract with CPB.

Fifer then spoke to spring highlights for ITVS, including a Grand Jury Award for the ITVS film People’s Republic of Desire (ITVS’s fourth Grand Jury Award in the past five years at SXSW). She indicated ITVS has been nominated for an Academy Award for Abacus: Small Enough to Jail.


FY2017 YEAR IN REVIEW

Fifer gave her overview of FY2017. She began by describing ITVS’s challenges, from relocation to a new space to hiring of a new CFO, Cheng to the heightened political climate. After reviewing the Board’s directives to ITVS staff, Fifer recapped ITVS’s achievements in 2017, including an Institutional Peabody Award, a Television Academy Governors Award, an Essential San Francisco Award, an IDA Best-Curated Series Award, and the launch of the new online docuseries Indie Lens Storycast.   

She then shifted to metrics reporting from FY2017: 63.5 program hours were licensed (with 71% of filmmakers being producers of color) and 41.5 television hours were broadcast on PBS. Fifer spotlighted ITVS’s digital audience, where four series debuted on Indie Lens Storycast and the lifetime total for IL Digital Partnerships reached 153 videos on 33 partner sites. PBS COVE viewers were able to see 43 different Independent Lens programs online. In social media, impressions for the rebranded ITVS jumped considerably and promotional video views continued their exponential increase, with nearly 20 million views in FY2017. On the OVEE platform, both partner contracts and viewer engagement rose steadily year over year. Fifer then recapped ITVS’s financial capacity and core funding streams.

She then invited reflections from staff present on challenges and opportunities from the year. Sommers reflected on Independent Lens as a multi-platform brand, Higgins spoke to ITVS’s Indie Lens Pop-Up strategy, Tawil reported on the revamped ITVS.org, and Cheng looked back on how systems integration facilitated better marketing campaigns and looked forward to how ITVS would continue to meet the objectives designated by the BUILD Initiative.

Fifer then previewed the coming year, where ITVS will be focused on: unwavering commitment to mission, diversity and brand (from leadership and staff); heightened strategy in a fast-changing mediascape; talent development for constant improvement and innovation; fast, data-driven decision-making; and continued development of culture where opportunities are seized as soon as they emerge.


PRESENTATION ON ITVS BRAND

Tawil and Costin presented on ITVS’s brand and how to tell its story when discussing ITVS with those not already familiar with the organization. Tawil recapped the foundation of ITVS’s brand: that ITVS exists to serve society by diversifying the voices in public discourse via innovative filmmakers that amplify brave and authentic voices. For Board and staff discussing ITVS with people outside of the organization, Tawil recommended staying close to the brand story, with an emphasis on how ITVS supports filmmakers through every step of their filmmaker process, champions diversity in makers and subjects of films, and receives awards at the highest level for the work produced. Giving the final mandate to always be authentic, Tawil and Costin invited all Board and staff present to participate in a role-playing exercise.

 

REPORTS ON OPERATIONS

The following persons gave individual reports on the operations of the corporation: Jim Sommers, Senior Vice President of Content; Pamm Higgins, Senior Vice President; Kim Sevcik, Director of International Engagement; Lisa Tawil, Vice President of Marketing; Donna Hardwick, Sr. Director, Communications; Louise Cousins, Creative Director; Nadir Nelson, Traffic Manager; Noland Walker, Vice President of Content; and Monika Navarro, Sr. Content Development & Initiatives Manager.

Higgins introduced Sevcik, who present on Women and Girls Lead Global (WGLG) and ITVS’s Documentary Simple Collaboration Applied for Learning and Evaluation (DocSCALE) tool. She described WGLG’s 3-Film model, which entails audiences engaging in three film screenings matched with conversation, actions, and reflection. Sevcik show a clip from the film Driving with Selvi which, in India, led to the establishment of the Hero Academy for young men. Sevcik then showed a clip from the film Ms. Politician which, in Kenya, inspired civic participation in national elections. Sevcik discussed the Aspen Institute’s evaluation findings from the WGLG project, which noted the utility of films for engaging audiences, the inspirational value of depicting real stories, the importance of facilitation, the value of serial engagement, and the power of local stories.

Sevcik then detailed ITVS’s evaluation tool DocSCALE, which utilizes collaborative filtering, a process wherein community members evaluate peer responses to an open-ended question. DocSCALE thus empowers participants to identify key insights, streamlines and structures qualitative insights, and reduces researcher bias and bandwagon effect. Moving forward, ITVS will explore further applications for DocSCALE in the monitoring and evaluation space for documentary film.

Tawil, Hardwick, Cousins, and Nelson presented on the campaign for Tell Them We Are Rising: The Story of Black Colleges and Universities. Tawil introduced Hardwick, who summarized director Stanley Nelson’s “America Revisited” trilogy of films in progress. The first film, The Black Panthers: Vanguard of the Revolution, was a record-setting program for Independent Lens. To build on the success of that film, ITVS engaged in long-lead press and engagement strategies for Tell Them We Are Rising, starting over a year before its 2018 broadcast. Cousins then recapped the contributions of the Creative Services team to the Tell Them We Are Rising campaign, which included extra promos, key art, and social extras that showcased the rich history of HBCUs. Nelson then spoke to a special promotional campaign he spearheaded by bringing together drum majors from HBCUs Delaware State University, Howard University, and Bethune-Cookman University for a video shoot in Los Angeles. He showed the promotional videos made with footage from that shoot, which helped draw 1.7M viewers to Tell Them We Are Rising. Hardwick concluded by looking forward to the final film in Nelson’s “America Revisited” trilogy: The Slave Trade: Creating a New World.

Sommers then introduced Walker and Navarro, who presented on films in the ITVS content pipeline. Navarro showed statistics on the films that received Diversity and Development funding in the last round and showed a clip from the funded film Alabamaland. She moved on to recently-funded Open Call films, introducing and showing clips from A Woman’s Work, Down a Dark Stairwell, Councilwoman, and Two Gods. Walker then introduced and showed clips from films in the Independent Lens pipeline, including People’s Republic of Desire, My Country, No More, Out of State, and Rodents of Unusual Size.

AUDIT COMMITTEE REPORT

Curley, Chair, gave a report on behalf of the Audit Committee. Following discussion, on motion by Cortés, seconded by Denny, and carried unanimously:

It Was Resolved, the FY2017 Audit is approved; and

Further Resolved, that the officers and directors of the corporation are authorized and directed to perform all such acts, deeds, and things and execute all such documents and other writings as may be required to give effect to the true intent of this resolution. 

FINANCE COMMITTEE REPORT

Cortés, Chair, gave a report on behalf of the Finance Committee. She recapped the March 20 call held by the Committee, which confirmed the organization was in fine financial position.

NOMINATING COMMITTEE REPORT

Cortés, Chair, gave a report on behalf of the Nominating Committee. She explained that the Committee had been considering candidates from four groups: tech/innovation, filmmaker/creative, public television, and Washington, D.C.-based. Interviews took place with candidates in January and the Committee determined their availability and interest in joining the Board. Cortés reported that the Nominating Committee recommended to the Executive Committee that Dennis be brought forward for a full Board vote (pending for later in the meeting).   

EXECUTIVE SESSION

All staff and guests left the meeting at this time, with the exception of Fifer, Higgins, Sommers, and Cheng, and the Board then met in executive session.

RATIFICATION OF PAST ACTIONS

The Chair noted that the Board has reviewed and considered all of the activities of the corporation and actions by its directors and officers since the last meeting of the Board. Based on this review and consideration of the activities of the corporation and the actions of the officers and directors, upon motion made by Bullock-Bailey, seconded by Aufderheide, and carried unanimously:

It Was Resolved, that all of the known acts of the officers and directors of the corporation taken since the last meeting of the Board on behalf of the corporation are adopted, ratified, and approved; and

Further Resolved, that the officers and directors of the corporation are authorized and directed to perform all such acts, deeds, and things and execute all such documents and other writings as may be required to give effect to the true intent of this resolution.

ELECTION OF DIRECTORS

The Chair advised that it was appropriate for the corporation to vote on the slate of directors recommended by the Nominating Committee and approved by the Executive Committee. The slate of candidates included Beth Curley, Margaret Wilkerson, and Danfung Dennis. The directors present cast their votes on whether to approve the slate of proposed directors. The slate of directors was unanimously elected by all directors present. 

It Was Resolved, that Beth Curley, Margaret Wilkerson, and Danfung Dennis are elected to serve as directors of the corporation for three-year terms as part of the Fiscal Year 2018 Class of Directors, from October 1, 2017 through September 30, 2020.

Further Resolved, any one or more of the directors of the corporation be and hereby are authorized and directed to perform all such acts, deeds, and things and execute under the seal of the corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution.


AMENDMENT TO THE CORPORATION’S BYLAWS 

The Board Chair advised that there is an amendment to the Corporation’s Bylaws currently under consideration. The amendment would increase the total number of authorized directors of the Corporation from thirteen (13) to fifteen (15).

The Board Chair then invited a discussion and debate. After debate, a vote was had to accept the proposed amendment, to take effect immediately. After discussion, upon motion by Aufderheide, seconded by Cortés, and carried unanimously:

It Was Resolved, that the following sentence of Article I, Section 1 of the Corporation’s Bylaws: “The number of directors shall be fixed by resolution of the Board of Directors, but shall not be less than seven (7) nor more than thirteen (13)” shall be amended as follows “The number of directors shall be fixed by resolution of the Board of Directors, but shall not be less than seven (7) nor more than fifteen (15)” and shall take effect immediately;

Further Resolved, that the officers and directors of the corporation are authorized and directed to perform all such acts, deeds, and things and execute, under the seal of the corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution.


HUMAN RESOURCES COMMITTEE REPORT

Malsheen, committee chair, gave a report on behalf of the Human Resources Committee.


CONCLUSION OF EXECUTIVE SESSION 

At 5:00 p.m., the Chair announced the conclusion of the Executive Session and invited the remaining staff and guests back into the meeting.

ADJOURNMENT

There being no further business, the meeting was adjourned by the Chair at 5:00 p.m.

                                                                                                 _________________________

                                                                                                 Sharon La Cruise, Secretary