Minutes

ITVS BOARD OF DIRECTORS MEETING 

Via Teleconference (Zoom)

MINUTES


Directors Present: Garry Denny, Board Chair; Sharese Bullock-Bailey, Board Vice Chair; Sharon La Cruise, Secretary; Bathsheba Malsheen, Beth Curley, Andrew DeVigal, Danfung Dennis, Delida Costin, Lisa Cortes, Margaret Wilkerson, Patricia Aufderheide, Gita Saedi Kiely, Malinda Maynor Lowery

Directors Absent:

Staff and Guests Present: Sally Jo Fifer, President & CEO; John Cheng, CFO; Pamm Higgins, Senior Vice President; Jim Sommers, Senior Vice President of Content; Noland Walker, Vice President, Content; Lois Vossen, Executive Producer, Independent Lens; Royd Chung, Vice President, Production; Daniel Ross, Senior Director, Marketing & Publicity; Justine Armen, Executive Coordinator;


CALL TO ORDER AND INTRODUCTIONS

Denny called the meeting to order at 8:35 a.m., introduced the members of staff and guests in attendance, and gave opening remarks.

REPORT ON DIRECTOR VOTE BY BALLOT

Denny, Board Chair, noted that Board of Directors voted affirmatively via the October 2020 Director Vote by Ballot to renew Beth Curley as a director of the corporation. The Board Chair noted that nine of the existing twelve current directors cast ballots, satisfying the quorum requirement necessary for that vote, and that all nine ballots voted in the affirmative, rendering the vote successful. The Board Chair noted that pursuant to this successful vote by ballot of the Board of Directors, Beth Curley resumed the role of director as part of the 2021 Fiscal Year Class of Directors.

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 July 25, 2020. Following discussion, on motion by Aufderheide, seconded by Malsheen, and carried unanimously:

It Was Resolved, the minutes of the meeting of the Board of Directors held on July 25, 2020 are approved.

PRESIDENT’S REPORT

Fifer reported on the strength and success of ITVS’ teleworking infrastructure and the agility of the institution. She remarked on two ITVS co-productions that garnered News & Documentary Emmy Awards: Midnight Traveler by Hassan Fazili and Emelie Mahdavian, and The Silence of Others by Almudena Carracedo and Robert Bahar. Independent Lens received eight News & Documentary Emmy Award nominations and one Primetime Emmy Award nomination.

Fifer also noted the OVEE platform developments in the last quarter to meet the pandemic-related demand, as well as version 2.0 development of ITVS’ evaluation software, DocSCALE.

FY2021 ANNUAL WORK PLAN REVIEW

Fifer, Cheng, Sommers, Chung, and Tawil gave an overview of the organization-wide FY2021 Annual Work Plan.

Following discussion, on motion by Aufderheide, seconded by Kiely, and carried unanimously:

It Was Resolved, the FY2021 Annual Work Plan 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, 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.

SPECIAL REPORT: DOCSCALE & STORIES FOR JUSTICE

Pamm Higgins and Noland Walker provided a special report on the progress of the Stories for Justice initiative and DocSCALE technical developments.

REPORTS ON OPERATIONS: INDEPENDENT LENS

Lisa Tawil, Daniel Ross, and Lois Vossen reported on Operations of the corporation.

Tawil and Ross reported on a documentary audience landscape study ITVS conducted in Q2 and Q3 in partnership with City Square Associates. The study gathered research to identify opportunities for cross-platform audience growth in the coming years. the current season of Independent Lens.

Vossen reported on select films airing on Independent Lens in 2021.

UPDATE: FUTURE THINK

Denny, La Cruise, and Aufderheide spoke about a the “Future Think” paper to be published in early 2021 in partnership with American University’s Center for Media & Social Impact.

From July to October 2020, Aufderheide, La Cruise, and Denny conducted conversations with over 55 members of ITVS communities, including filmmakers, public media representatives, funders, industry representatives, journalists, academics and NGO partners from across the country. Of the respondents, 66% were people of color and 55% were women. The findings will inform a report for the future “big picture” relationship between independent filmmakers and public broadcasting and ways to stabilize our ecosystem in a turbulent world.

FINANCE COMMITTEE REPORT 

Cortés, Finance Committee Chair, reported that the Finance Committee had met and that ITVS was in good financial health.

FY2021 BUDGET REVIEW & APPROVAL

Denny advised that is was appropriate for the corporation to review and vote whether to approve the FY2021 Budget. After discussion, upon motion by Maynor-Lowery, seconded by Curley, and carried unanimously:

It Was Resolved, that the FY2021 Budget 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, 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.

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 Aufderheide seconded by Kiely 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.

APPOINTMENT/RESTATEMENT OF CORPORATE OFFICERS FOR FY2021

Denny advised that is was appropriate for the corporation to vote on whether to accept the slate of officer position nominations of the Executive Committee. Denny explained that CEO & President Fifer was not up for reappointment because the Board appointed Fifer to a three year term at the November 2019 Board of Directors meeting, and that three year terms runs through September 30, 2020.

After discussion, upon motion by Curley, seconded by Cortes, and carried unanimously:

It Was Resolved, that that the following persons be appointed the respective corporate officer positions for the respective terms:

            Board Chair, Garry Denny, Term: FY2021

            Board Vice Chair, Sharese Bullock-Bailey, Term: FY2021

            Secretary, Sharon La Cruise, Term: FY2021

            Assistant Secretary, John Cheng, Term: FY2021

            Chief Financial Officer, John Cheng, Term: At Will

APPOINTMENT/RESTATEMENT OF BOARD COMMITTEES & MEMBERS FOR FY2021

Denny advised that the corporation reaffirm the Board of Director's five standing committees and reaffirm existing committee members for Fiscal Year 2021, as recommended by the Executive Committee pursuant to its vote. Following discussion, on motion by Wilkerson, seconded by Cortes, and carried unanimously:

It Was Resolved, that the following persons be appointed as members of the respective committees for Fiscal Year 2021:

Executive Committee:
Garry Denny, Committee Chair, standing committee member
Sharese Bullock-Bailey, standing committee member
Sharon La Cruise, standing committee member
Pat Aufderheide, at large committee member
Bathsheba Malsheen, at large committee member
Sally Jo Fifer, ex officio, non-voting committee member
John Cheng, ex officio, non-voting committee member
Finance Committee:
Lisa Cortés, Committee Chair
Delida Costin,
Garry Denny, ex officio committee member
Sally Jo Fifer, ex officio, non-voting committee member
John Cheng, ex officio, non-voting committee member
Nominating Committee:
Lisa Cortés, Committee Chair
Sharese Bullock-Bailey
Malinda Maynor Lowery
Beth Curley
Garry Denny, ex officio committee member
Sally Jo Fifer, ex officio, non-voting committee member
Human Resources Committee:
Bathsheba Malsheen, Committee Chair
Margaret Wilkerson
Andrew DeVigal
Garry Denny, ex officio committee member
Audit Committee:
Beth Curley, Committee Chair
Garry Denny, ex officio committee member


ANNUAL REVIEW OF BYLAWS AND BOARD POLICIES & PRACTICES DOCUMENT

Denny reported that the Executive Committee did not propose any new revisions to either the corporation’s Bylaws or the Board Policies & Practices Document.

CONCLUSION OF EXECUTIVE SESSION 

At 11:33 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 11:33 a.m.

___________________________

Sharon La Cruise, Secretary