Minutes
ITVS BOARD OF DIRECTORS MEETING
Via Teleconference (Zoom)
July 30, 2022
MINUTES
Directors Present: Garry Denny (Chair), Sharon La Cruise (Secretary), Patricia Aufderheide, Lisa Cortés, Beth Curley, Danfung Dennis, Bathsheba Malsheen, Gita Kiely Saedi
Directors Absent: Andrew DeVigal, Sharese Bullock-Bailey, Margaret Wilkerson, Malinda MaynorLowery, Delida Costin
Staff and Guests Present: Sally Jo Fifer, President & CEO; Pamm Higgins, Senior Vice President, John Cheng, CFO; Jim Sommers, Senior Vice President of Content; Noland Walker, Vice President, Content; Lisa Tawil, Vice President, Marketing & Communications; Royd Chung, Vice President, Production; Daniel Ross, Senior Director of Marketing & Publicity; Jannet Nuñez, Senior Manager of Content & Development; Justine Armen, Executive Coordinator (notetaker)
CALL TO ORDER AND INTRODUCTIONS
Denny called the meeting to order at 8:34 a.m., introduced the members of staff and guests in attendance, and gave opening remarks.
QUORUM
Denny 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 of Directors held on March 12, 2022. Following discussion, on motion by Aufderheide, seconded by Cortés, and carried unanimously:
It was resolved, the minutes of the meeting of the Board of Directors held on March 12, 2022 are approved.
FINANCE COMMITTEE REPORT
Cortés reported that ITVS is in excellent financial standing.
PRESIDENT’S REPORT
Fifer presented the President’s report, reviewing the agenda for the meeting, including the operations reports to follow. Institutional award wins and nominations were highlighted, including Peabody Awards that went to the Independent Lens original docuseries Philly D.A., directed by Yoni Brooks and TedPasson, and Melissa Haizlip’s Mr. SOUL. Fifer shared updates regarding the Humanities DocumentaryDevelopment Fellowship, the Stories for Justice Impact Report, and the upcoming Independent Lensseason.
ANNUAL PLAN FY23 ASSUMPTIONS & HYBRID EXPERIMENT
The following persons gave presentations on the Annual Plan FY23 Assumptions and the Hybrid Experiment: Sally Fifer, President & CEO; John Cheng, CFO; Pamm Higgins, Senior Vice-President; Jim Sommers, Senior Vice-President, Content; Lisa Tawil, Vice President, Marketing & Communications; and Royd Chung, Vice-President, Production.
The presentation focused on key strategies in progress for the upcoming fiscal year, including the plan for staff hybrid office reentry.
OPERATIONS REPORTS:
The Future of Social Media and Digital Communications:
The following persons gave a presentation on the Future of Social Media and Digital Communications: Lisa Tawil, Vice President of Marketing & Communications and Daniel Ross, Senior Director, Marketing &Publicity. Tawil and Ross shared developments in media platform usage and the future of streaming.
What's Coming: Content Development Strategy:
The following persons gave a presentation on Content Development Strategy: Noland Walker, VicePresident, Content; Jannet Nuñez, Senior Manager of Content & Development. Walker and Nuñezpresented the background and historical evolution of the two existing development funds within ITVS, highlighting anticipated challenges and strategies for the upcoming fiscal year. Nuñez spoke about three filmmakers in particular, who’s projects had recently been awarded development stage funding.
NEW BUSINESS
Denny opened up the meeting for discussion of any new business.
EXECUTIVE SESSION
All staff and guests left the meeting at this time, with the exception of Cheng, and the board then met in executive session.
RATIFICATION OF PAST ACTIONS
Denny 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 Curley, 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.
ANNUAL ELECTION OF DIRECTORS - FISCAL YEAR 2023 CLASS OF DIRECTORS
The Board Chair advised that it was appropriate for the corporation to vote on the slate of directors presented by the Executive Committee to represent the 2023 Fiscal Year Class of Directors, for three-year terms from October 1, 2022 through Sept. 30, 2025. The proposed slate of candidates for the Fiscal Year 2023 Class of Directors included Bathsheba Malsheen, Pat Aufderheide, Sharese Bullock-Bailey, and Garry Denny. The directors present cast their votes on whether to approve the slate of proposed Directors for the Fiscal Year 2023 Class of Directors. The slate of directors was unanimously elected by all directors named.
It was resolved, that the following persons are elected to serve as directors of the corporation for three-year terms as part of the Fiscal Year 2023 Class of Directors, from October 1, 2022 through September 30, 2025:Bathsheba MalsheenPat AufderheideSharese Bullock-BaileyGarry Denny
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.
CONCLUSION OF EXECUTIVE SESSION
At 11:25 a.m., Denny 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 Denny at 11:25 a.m.
___________________________
Sharon La Cruise, Secretary