Board of Directors special meeting Tuesday, May 8th, 2012 You need to do a roll call Karen Machado James Fisher Test fits Gerald's present Denise Galant Keith Gudger here Joe Hall here Jennifer Pittman here Matilda Rand here Dory Steinman here Adam Wade here Okay, at this point, I'd like to have any oral communications from Number three is consideration of late additions to the agenda additions and deletions to consent and regular agendas That's the first item I would like to ask the board to make findings that a matter arose subsequent to the posting agenda that needs immediate attention To avoid detriment to the interests of the corporation and or the public interest And that would be to add 9.1 appointment of executive director search committee I'll make that motion I'll second it Is there any discussion from the audience? I'd like to discuss it under when it comes up Yeah, I I think the putting all the eggs in one basket can be a tricky thing at this point, so Plan B and even Beyond that. I think having some sort of Leadership more than than what is presently happening would be a good thing So I think it would be a good idea to set up a search committee It will be difficult. No doubt about that. It's not going to be easy to find anybody, but I think we should be looking so The motion is to add this item to the agenda Is there any discussion from the board? Okay, can we have a vote then all those in favor? Any opposed no Do we want to discuss any additions or deletions to the consent agenda? Yes Wanted to at the last meeting under The item relating to board member request for specific items to appear on the next agenda I have requested that the issue of the appointment of a board first be placed on the On this agenda, and I don't see it here. So Um, I would like to see that added to item four, which I'm going to ask the chair to pull anyways If that's Yes The board my recollection was an open session that we said this would come back. Yes to this meeting Do we need a motion or anything to add that on here? I'll make the motion that the appointment of The board clerk be on the regular agenda Be added to consent item four To to add as I'm a fan. Yeah, that's that's what Okay, do I have a second No, I'm sorry. I didn't have any discussion, but we It sounds like we have a second. Is there any discussion? Thanks Okay, any discussion on the board? Joe I'm going to vote no because I'd like to talk about these issues at the end of the agenda after we've had our closed session first I'm not in a position right now to talk about that prior to us having our closed session So I'm going to vote no You could ask the person who made the amendment if they wanted to amend it Where's the clothes well if we were going to pull an item through the consent agenda Which I will be asking the chair to do it would go There at the end of the regular but I guess that's still before the closed session The chair would have the discretion to place it on anywhere on the agenda if it's been pulled off of the consent agenda Okay, if you do that, I'll support the motion Okay, if it's after the closed session, but you you understand that that motion hasn't been made yet to pull a consent agenda item No, I know, okay Any other discussion on this item? Okay, can we have a vote all those in favor? I I'll suppose Okay I'd like to request that the chair put that item for consideration after the completion of the closed session Is that a second on that? Is that a motion? He doesn't need to make a motion. No, I just request. Okay. Okay All right. I'm happy to do that So four becomes and four point one become 13.1 Or just four four four comes 13.1. Okay So we are left with just number five on the consent agenda. Is that correct? Does there any discussion In the audience on number five How about from the board discussion number five? I'll move to approve the consent agenda Okay, if there's no further discussion, then I last vote those who are in favor I I pose Number six the fiscal year 2012-13 work plan and budget Maryann, did you want to speak to that? What I tried what I did for this Outing Was I put together a year-long plan as opposed to the six month plan and put together what Moving forward with the exploration of the merger as part of the plan and so the budget breaks out basically two six-month periods where The first six months would be during the exploration of The merger in the second six months is assuming that the merger goes forward and so you see different things in terms of Different costs of different positions the position title things like that might change now Granted in The exploration of a merger there clearly may be changes in this process, but right now this is Uh What we feel to be the best Approximation of where we're going to be during the next year any discussion from the audience And any discussion from the board on the now We're looking at the plan and the budget as one item. Yes It could break it apart if you like but just yeah, is there an opinion from the board would it Be fine as one item or should it be two one items? Okay Hopefully everyone's had a chance to review it. Is there any discussion? I want to make a motion to approve it I'll make the motion to approve it Budget first that she just presented Number six Just to be complete that's all Is there a second? I'll second it. Okay All those in favor opposed I got to abstain I got to abstain because I need to study it more. I mean I've studied it, but Item seven long-term work plan and budget This is is uh the document that really talks about what ctv would look like after in a post divca world And what it talks about this is is the the work plan that the committee put together talking about how We would would basically take our model and in a way just really turn it upside down in terms of being the place That would make accessible the equipment the facilities the training and Basically eliminate what we do in terms of any kind of unpaid production So all of our production would obviously have to Make money for us Would you know to cover its costs and what we felt that we had the potential to make money on was training as we set up in a facility where we would have access to a great training center and Equipment rental we're going to be starting that in the budget in a the work plan You just approved we'll be charging for our hd cameras and we see ourselves charging as we move forward with The different equipment rental studio rental edit space and things like that the One cost that we have That we would have the expectation that would be covered by the client would be government meetings Those would have to those costs would be covered by the client requesting and that's how we run it for Basically, that's how we run it now Is there any discussion from Audience, okay about discussion on the board Yes, Joe, um actually It's going to be a change and I'm glad it was laid out So I want to thank the committee who worked on it for doing the work to kind of start this Discussion going I didn't have anything particular to say because The challenges ahead are going to be so Significant in terms of how this operated This is just a way to lay it out and put it in front of people to think about so I I have no specifics I just wanted to recognize that there was work to do this and thank the folks that I noticed that you The idea that we had offered during the Retreat about the collective of mentors and learners. Yes, I see that you incorporated that and I think that is a very unique Way of looking at it and I'm pleased that you like that idea Any further discussion so Can we have a motion to approve The long-term work plan and budget item seven I'll make a motion Thank you I'll second I'll second the motion. Okay Okay, can we all those in favor I? propose abstain Now number eight is review and approve details of member vote on merger with seamap I sent out additional material Yesterday to you about this to help us kind of walk through this process. I've been in Contact with Morgan Taylor who's our attorney and he has pulled the Language from the bylaws that would be affected by this change And he's waiting for us to either approve or The way that we approve This and he will then be able to go back and put together ballot language for us So that's what our process has been over the last couple of days since the last meeting So one of the things we need the first thing we need to do is declare a date of record And for people who haven't been through the election process The date of record just declares the date Where you have determined who is an eligible voter and eligible voters who made up of members in good standing So let's say if we declare tomorrow The date of record what that does is say that everyone who's a member tomorrow Is eligible to vote in this election. It also starts a clock for us We will have to have the vote between 30 and 75 days from our date of record Okay sorry The next thing you'd have to do is figure out between that period of time between the 30 and 75 days when You want to have the deadline for the written ballot and I think that it would be great to figure out in that process Give yourself enough time to Have informational meetings for members to craft the ballot to get all that work done. So give yourself some time for that Thank you. I appreciate that the language for the ballot is I think one of the most It will be the probably the biggest decision you make about this What we need to know before we craft that language is to determine Does the board of directors simply want To ask the members to give up basically their governance rights For the purposes of exploring a merger are do we want to go to the members and ask for them to give up their Governance rights and turn them over to the board of directors period So how we need to make that Decision I would recommend that we ask the members to turn to Basically abdicate their rights to the board of directors period Because as we go forward with this merger If we find that it falls away It will still fall to the board of directors to basically create a new entity to be able to move forward So I think Uh, I would recommend that and then the last thing that needs to be done is to appoint a Inspector of elections and you can appoint one to three people and that would be someone who would oversee the election process Will it be a nice explanation as to why we are doing this because a lot of people probably have no clue That anything's wrong. Anything's going to change or whatever. Absolutely And that's one of the reasons that if let's say we declare the date of record to be tomorrow And then we try to set the election in 30 days probably won't give us enough time To craft the documents because the document we craft needs to be looked at by the city and the county and uh, all obviously approved by our board of directors And so that is going to Take a little bit of time to get that turned around So we will and then we need to get that out to our members have membership meetings be able to talk to people about their concerns Their issues with this issue. It's a big deal You know stepping back at our last meeting we discussed a proposal to have a merger with seamap and I don't know if You know, how many people if they're watching or know anything about it, but there's going to be a transition and how Community tv's funded and one of the options we're looking at is to merge because we're going to cut our overhead and costs and A whole bunch of other aspects of how the group operates and I think this is a good method to look at that and try to transition in terms of What you're saying and before I do that are we open to discuss now? I don't want to go on if you haven't called for members to discuss You want me to go ahead What what is the question? Well, anyhow, I think uh, I was that's why we're doing it, but I thought I better stop now and See because I have a few other things I'd like to say about this before But I don't know if it's I'm in the proper order right now to go on speaking so You want to discuss the merger or you want to discuss the I want to discuss item eight But I want to talk about the wording And why we're doing the wording the way we are or make proposed and so that's what I'd like to talk about now The wording of of the ballot measure Okay Did you propose any wording for about we have we have not yet proposed wording that will once we Will uh once we make a conclusion here tonight. I'll go back to uh, morgan taylor and he will Propose wording to us Okay So what we're looking at is a date of record A deadline for a written vote from members. It does say three ballot language for written vote In terms of what do we what are we instructing? morgan to to look at in terms of ballot language and then we will And that's what I want to talk about Okay So why don't we take public comment So, um, I just came back from vacation And this was quite a a bombshell for me um I'm feeling incredibly conflicted There's a My idealism says no, this is anti democratic And it takes away from the community aspect Of of the station But I'm also a pragmatist and when I look at the actual reality How many meetings have I been the only one Coming up to address the board of super I just gave you all promotions. We're not Anyway, you see my point and this is why I'm conflicted. I I think it's a great theory Um, it hasn't really worked out as well as I would have liked it to in terms of member participation and With all the challenges we're facing I I'm afraid at this point. I I'm just going to let go of my idealism and say, well What else are we going to do? I don't like it and I know others of you probably feel the same way It's kind of like well, we're kind of moving in a direction away from the core Participatory democracy that to me is a very important component of this organization And the pragmatist says that don't mean Anything if the organization doesn't survive So at at this point in time subject to change, of course I think I would support the motion of asking the members to abdicate The governance of the bylaws Thank you Ron, could I ask are you saying Permanently or for the duration permanently not Part two of what Marianne said. Thank you. I just think in terms of moving forward There's so many things that have to be changed That I just have to trust the board of directors to keep our mission On their radar and and Be, you know nimble enough to make these moves if we have to call an election every time Important bylaws come up. It would be You know very uh complicated Thank you, Ron This one to I think Probably what Ron is talking about and what some of us feel here too. And I'm sure that's among the membership Place also is trust And I believe that If if we ask the members to abdicate their their vote or their Um Say so during the time of that we established a merger giving us the trust to do that Once we have done that very well Then I think The membership may May may abdicate Their rights to change the bylaws from then on but we have to gain that trust And you know just giving it all over I'm not so sure a it goes over. I mean, you know, people say may say no for that particular reason But they may say yes on okay We're entrusting you To do this merger right And to come out Good for us for the whole community for the merger You know do that well And then you know membership may have enough Trust in us that any changes in bylaws from then on are entrusted to the board too They may if you do the whole thing, they may just say no because there is that trust issue But they will understand that in order to do the merger well We need to really focus and concentrate and be very specific and not have to go every time back and forth to the membership Let's do that well And then ask for the rest I don't know who is next Actually, let's go this way and I'll be next You know, I can see what Matilda is saying, but actually the speaker we had can express my thoughts and my concerns are a little different And they're mostly that it's going to take a lot of funding to do this And if we I think basically I see the vote is a vote whether you move forward into in a different direction or you don't And if they vote no Then this organization will either transition or some other organization will take its place But I don't think I would support spending a lot of money to move forward if we had To have the potential having to go back and I I have no problem doing it But I just think it's going to be very expensive It's going to take a lot of time And there isn't a lot of time left and I would take the latter option that The executive director mentioned in terms of how to move forward I I think it it's kind of now or never in terms of how we do this And I think you're right some people may take that point they vote no And then there are other options are going to be explored and see what happens But I think this is the way to approach the merger and at some point you have to Allow your board to have the freedom to try to do what's best for the organization And I think there'll be different opinions on this group throughout the process So I don't think points of view will be suppressed But I think we'll have a process that's timely enough to move this into the next stage before time catches up with ctv May I respond to them? Is that okay Tess? Okay I mean We would be asking the membership To abdicate there During the time that we're setting up the merger That we don't constantly have to go back, you know, if bylaws need to be changed at that point and Once it is successful And we've gained a trust then it may be, you know, a good precedent of you know, the board is doing what's right for the community for the different funders and us so It's just how far do you want it to go and how how How successful do you want to be with this vote? Well, if you did all or let's you know, this is a very specific Direction project do the merger do it well if you do it well We can give you the rest I'll respond to you and then I think there are other people that want to talk. I don't I don't see A path forward with two elections Because there's going to have to be some hard decisions made no matter what you do in this process somebody will probably Not enjoy the results others will and I think you kind of have to Say this is an option if you want to do it. We'll move forward with us doing it if you don't want to do it Vote no and just leave it at that. Those are my thoughts. I don't want to take any more time on it Yeah, my thoughts are that I really we need to present it as if we they have no choice because I don't believe that they do I think the kathy bisby has clearly said she wants to know whether the membership is behind the idea of the merger Right off the bat as soon as possible and if they're if they're Not against it. I mean if they're against it then You know, I mean Then it's over. There's no we don't have time to go back. I mean this is a this is like a one-shot deal so I feel like If we Ask for this vote Then perhaps during our Information meetings and our educational meetings with membership We could ask them if they I mean we've been asking people all along for their best You know best ideas if are you willing to you know, do you have any ideas? Do you want to participate? We've been asking people that and I just feel like This is the time we need to really Say we don't really have another choice Yes Um I think that before we really go down the road of pursuing a merger we need to ask the membership And if asking the membership is asking them to take a vote on seating their rights under to To determine the by-laws. That's what we need to do. I mean that's kind of How serious is everybody here? and It's one thing for us as a board to be serious about it But in the current structure that we're set up with right now We really need to know what the membership is going to allow Because if they don't allow it, we don't go forward with this plan and we We need to come up with something else very very quickly So I would like to make a motion It I I'm going to exclude one part of it because I don't really have an answer for that And I'll leave that to the rest of the board but for The purposes of this motion I would like to move that we declare the date of record for a membership vote approving exploration of the merger And formation of a new organization as may 24th And that we declare the deadline for written vote from members to be june 25th And that we appoint inspector of elections to be keith gudger and Matilda rand Okay, we have a motion on the floor second. Let me have a second from Joe Okay, can I ask a question? Yes. Does that sound I mean, I know you won't be here, but does that sound like that's a doable time period? uh Yes Without an executive director and I think with us that looks like that will go cat. I think we have to move that and while i'm not here Trying to put together materials that can go out to Staff I think cathy From cmap would be willing to help us out with some things. I think Okay One comment I could make As I recall from reading this we could have three election inspectors And I just wanted to see if anybody else on the board wanted to be an election inspector I'm not going to be around so that's That but I just thought we should ask if anybody else wanted to do it What does that involve and those of us who were Well you could decline I just figured that um, you know the most important thing about An inspector of elections is integrity and impartiality And so the two of you came to mind and that's why I put you out there I wasn't necessarily saying you endorsed that but as a board member I think that you would probably offer an independent perspective of the process, which is what's required of that position That is correct And I believe you both represent the members directly and are not in a pointed position. That's another good reason No other volunteers So I would like to ask Tess here you In your motion you put a Date of record a deadline And inspector of elections, but you did not address ballot languages. That's correct. That's correct Okay I wanted to clarify what the motion was exactly what she said so Let's see. I don't think I'm going to call for the question here and Anybody out all those in favor Opposed And abstained So we're left with ballot language for the written vote and that was what we just had a lot of discussion right I would like to interject one thing could could you repeat what what the options were well What we had talked about at the last meeting was putting out to a vote And kathy busby had also requested that we put out to a vote The membership's willingness to have the board of directors act in their behalf and to move forward with a merger What I think So we can couch it in that way, but basically if we move forward With that What we're asking is that the board of directors has the power to take apart the organization and reconstitute it as a different organization And to do that or if they do that that you could opt to do it in a way that members No longer have the capacity to vote in board members. No, you know in that process The members power could be taken away. So I feel that it needs to be clear to the members what They're being asked we can ask them about a merger But ultimately if we ask them for that control through the through the process of a merger We're asking them to abdicate their control And take whatever organization comes out at the other end of this process But there were two options, right? Well, what i'm saying is we can ask them if they are for us going forward With a merger and would be willing to support it by abdicating their Their rights, but I think if we if in terms of of putting it in that way We are basically asking them To give up their power unless The option would be that You would say to them We would guarantee that we would still have a membership govern organization at the end of the merger I don't know if that's possible Why don't we test the waters here with the motion? And Mary Ann correct me if I'm wrong if I don't say the language exactly correctly because I think It's important that everybody understands it and that I'll move That the election language contained The elements of the merger And that as part of the merger into facilitated the members agreed to transfer their authority To approve the merger and subsequent organizational structure to the board of directors Is that yes? That's my motion I'll second that okay. We have a motion on the floor Is there any public comment? Okay any other board comment? Yeah, yes um I don't Believe that it's absolutely necessary That there is no Member control After the initial setup I don't I don't see I actually see maybe a A two part And people can vote for this or for that It's so give people the option the merger obviously is involved In the first one, you know the the structure of the The new organization Will still include You know, we have to think about it still include member a certain member control And in the second one none So then there would be an option for people I do not think that if you know as we get further with the merger That that there is a necessity to completely exclude The the members from any kind of control I think it is possible and I think we need to leave that open if we only give people The option of It's going to be merger And you have no nothing to say anymore. I mean basically that's I don't think that's the option. Well, that's what I'm here. That's what I'm here Matt we're we're all members. I represent Capitola, but I am a member. I am a producer of programs I feel like, you know, I'm where two hats. I'm a member and then I'm also representing One of the entities here. So it's not That we're against members. I mean, we're all members, right? We have to be Yeah, so I don't understand what you're saying I I don't know is it possible enough in a bad language to even put forward language that says we and we encourage I mean members member involvement member discussion member Ideas, I mean is there is that could that is that even have room? Is that a place? That placing about no, I guess I just I don't I think up to this point Members have the option to be involved and they haven't been but they they have the option and then once even if this past members would still have the option to be involved and And that would be encouraged. I would hope in all the educational meetings. The other thing I was just I wanted to Question is do we have an idea that c-map member? I mean c-map has strong membership control and would even Be willing to accept member controlled organization I'll just want to comment after chitra pristas We have any idea about that. I I don't believe they would Because that's that's a sense. I got I mean it the sense I got is Kathy from her from her Note was she just wants to know whether the members will support it and then move forward with it You know, I I think the reason I made the motion is I wanted very clear And if you don't make it clear people can't make a choice And if they feel that this isn't the right choice Then maybe this will energize them to do something different because right now There have been a few of you taking all the work to do this and If there's a better option out there and they vote no then we'll see what that better option is But I think it needs to be a clear choice and a method that allow it to go forward because I'm afraid we could spend You know $15,000 and at the end people start, you know debating small points and It just all falls apart. So there'd be a lot of wasted effort. It's better to have a vote now Make it as clear as we can and see see what people believe Mr So I guess I think that the board needs to decide whether we think it's even an option to have that second option because if if we don't think that a merger is possible with with allowing the temporary control Then we shouldn't put it on the ballot to make it a second choice I mean, I think that if it's not a feasible option for the organization to still to merge then Or to stay alive at all, then I don't think we should put it on that Maybe that should be on the ballot if you're voting. No, what is your suggestion for our future? If you're so smart figure out something different you have to write a line for an essay Well, there's one thing I'd like to say is I've I've sampled a small number of members about this issue And the feedback I've gotten is no that's what I wonder and If I think that the members are intelligent and concerned about this organization And I think like Ron said face with the absolute reality at the end They were going to be reasonable operators and do what the right thing is The question is is that going to happen? By june 25th And I my concern is is that we'll go out there with this language and fail and then what If we can come out with language That will allow us to succeed in some form maybe not 100 but in some form And then let time And reason do the rest to get us the rest of the way I think that's a better plan But I'm I'm just suggesting that's one way to look at it. There's I'm open for suggestions and we have a specific motion on that Yeah, let's just test the water on this one. I mean, I I don't disagree with any of you But I think the members have to be faced and I'm a member too. We all are yes with this choice And it's going to be a lot of work and I don't want to proceed down a path Spending money and doing things Without knowing that there's authority to succeed Because if you go down the line like I said, they're going to be decisions made that you can't please everybody and people will You know have their comments and that's fine and there's no reason they can't come and talk to us And go from there and I think we need to send a clear message to the people who we may be merging with That we're not going to be a party that is hesitant down the line for whatever reason it could be And I trust the rest of us to debate this fully enough to represent the point of view if the members don't trust us Then You know So be it. We just sit back in two years from now That's kind of the intercommunity tv I want us to and I've said that earlier I want us to set ourselves up for success I agree with keith that if at this point You're proposing and saying fear factor fear factor fear factor if you don't do it. We go under You have to do this because we say this is the best thing Set ourselves up for success Give us give the board The power the authority not the power the authority to Work on the merger to the best ever but do not exclude The possibility that in whatever we come up with the merger off the bat Saying there will be never ever any say so by the members about any bylaws About any decisions. I would not want to exclude that right off the bat because I think people are going to say no because They don't have time to let all sink in Give us give us the authority to Work seriously about The merger the merger is the thing that needs to happen But do not Take all the rights away right off the bat I think we're going to be more successful if we ask for the authority to seriously work an merger while we're doing that Making changes to the organization and the bylaws and the rules and everything else that's needed But don't exclude it forever I'm under the impression that the county and the city are going to be making a decision whether to pull an rfp in july That's really where the fires at I mean the this organization has had since 2006 to deal with the reality that we know is coming And it's only at this late date that we're starting to have conversations now. Maybe We're probably seven eight months away from the county being able to pull the contract We plan ahead That's something that we're going to we've been looking at and that we're going to be actively working. So Um I think that this the county and the city want to know What level of commitment this organization has to really dealing with this huge problem other than I mean I think that's where the fires at is is that the agencies that contract with this agency want to know What the membership is willing to do in order to stay in business As it sits now the membership makes that decision Um It's not easy. I'm not saying it's easy. I'm just saying the time has run out to continue to explore avenues that Have no tangible outcomes So I think that's kind of What where the fires at and I don't think it's a threat and I don't think it's fair I think it's we have a responsibility to the public as the governmental agencies to assure that this service continues And if this organization has an inability to do that through lack of planning or vision or whatever We have to go somewhere else. We don't want to see that happen We hope I can't tell you how much hope there is that this flesh is out But it can't even be embarked upon unless we know what the membership's willing to do You know, I kind of like to call a question. I don't only have one more sentence. It's kind of a choice between hope And the unknown And we have a possibility and we don't end up probably the Best way to create the hope is that way and what you're saying is true. There may be Backlash, but at some point there has to be a decision and I I didn't want to bring up the threat because I don't think that's the way to deal with this But the reality is this some form of this organization will exist in the future one way or the other This is the way for this organization to transition in hope I I think I kept that in two sentences, so excuse me Well, if you if you were speaking in a different language you would do all these semi-colons. Oh, it would slow me down Read cons and then you you get two pages of Okay, and I just want to go on the record of saying that I'm you know in favor of the merger and so whatever that takes I think it's important that we get behind that I understand the points that were made, but I think we get behind the merger. We get behind it Call for the question. I'm going to call for all those in favor Hi Do we need to have a roll call or probably it'd be a good idea. Let's have a roll call Um, so Oh, you want me to do that? I'll do it You're the secretary acting Pittman I Wade I Did you I Hall Joe I Steinman I Rand. No, thank you Thank you. So I believe We've covered the four items then with the two wrecked with the two motions. Okay I'd like to move on to the next item on the agenda Nine review and approve letter to CVAP board of directors per Kathy Bisbee Okay, I wonder because I kept looking Looking for the letter Oh, no, this is a different one. This is this the other one was like a question and answer This one good coffee. Yes, he does And there are other members on camera if they want a copy there's a couple more copies here Yeah, I wonder if we shouldn't uh, I hate to do dramatic readings, but uh, this is kind of important I wonder if Mary Ann wants to First off, you'll give us some background of where the language came from. Yes, uh, I have been exploring a variety of different Consultants who deal with uh mergers and uh integrations of organizations And this language came from one of those people Mary Highland. I gave us the sample language in Uh, and what we would like is if if we uh, give this letter to CVAP that they would do the same That we would Both agree to the conditions and I can uh, I think I can read this get through it here Uh community television of Santa Cruz county a nonprofit corporation commits itself for a period of six months from july 1st 2012 to a good to good faith negotiations toward a merger with the community Media access partnership a nonprofit corporation During that time ctv will not enter into merger notifications with any other party Nor will it make material changes affecting the corporation its leadership or its financial commitments Without fully informing cmap in advance See tv's delegation to the merger negotiations. They'll consist of the following Board number of board members list names And representatives from the city and county of Santa Cruz At the end of the negotiation period if not sooner the committee will submit its report and recommendations to the full board The six month time period may be extended by a vote of the board upon request by the negotiations committee Yes, sir. Oh, I'm sorry. I would like to get public comment first um Yeah, it sounds good to me because it it's the operative words in there are without fully informing cmap in advance Right, so we can do all these things. It's just about information. Now. I'm assuming that they are going to make a letter like this to us Yes, I think that's what marianne just said we will ask for the same pack from now. Oh, I didn't hear that. Sorry. Yeah Um Yeah, that it looks pretty good. Thank you ron How's your two questions um one is when we list the board members Do we list that there's uh, we're hoping for a watsonville appointee in the process or uh, it Anything about what we were listing is the board members that are going to be on the committee that are going to be doing the negotiations For this merger. So it would be the question of who among the full board would be on on that and the city and the county of Santa Cruz will have appoint representatives to be on this committee as well Okay, and just a point of clarification For the city, it'll be a representative of the city manager's office. Yes And my other question was I thought that um, monoray was also considering Merging and what do we do? They are they have not uh, they have not had a sit down with kathy or I yet That will probably happen towards the end of june And so right now this these are the parties uh, seamap and us or the parties that are going forward if uh, amp Decides to to move forward There's nothing about uh, this letter that would would keep them from doing from doing that or uh, Being part of this exploration thing There's it doesn't it's when we will not enter into merger negotiations with any other party doesn't No, well if if in fact we decide that amp is going to be a part of this We would amend the letter to corporate, but right now these are the two parties that are interested in Great I'm concerned. This is a little premature. I think we should have a vote of the membership first Um, and that the purpose of the dates that I threw out for the membership vote were That we would know the outcome of the vote by the time we have our next regular board meeting And I think at that time this should come And if the board if the membership is indicated that they're willing to go forward with this and do what it It takes for that to happen then this would be appropriate, but I think absent the membership's approval It's a little premature I have a question did uh CMAP asked that we appointed group already or Yes, they did they did so they actually made a specific request that we do this What would happen if because I think test points is is a valid one But what what would would there be any harm on their end if we appointed people conditionally? in other words, uh Before the vote of the members. I think all we can do is Yeah, maybe maybe the way to blend what she's thinking with that is just to can just say if Upon approval of the membership vote these will be the negotiating committee So they at least know it is but they're not appointed until after that vote. So we don't uh Jump forward because I think it'd be good to kind of set it up and See what's happening, but condition it that that Happened, you know, they become permanent appointments or whatever Determinates that's a little gust for that But that and in terms of who I would suggest The chair and vice chair and then appoint an alternate from the membership too. So in case somebody can't go you have Essentially two plus an alternate. I won't participate because the city's already represented. So So that's that I think that but those are my kind of You know Varied thoughts on this One of the reasons this came up is that the c-map asked for this board to state in a motion our intent To continue with the merger or not And that was what this letter addressed but the question is back to test Is this letter go too far in your opinion then if it's beyond Saying we as a board think this is a good idea Well, I mean it's asking for I I guess Wouldn't we have to agendize the appointment of the committee members? Yeah, yeah And the I wanted I was looking at the language of the request and I don't know that it goes that far It says I'd like to see you and Marianne set up a session with art Or not, I'm sorry I'd like a letter from the board indicating that the majority endorses moving in this direction and who will be the The representative of all interactions with c-map moving forward. Does that mean that we're appointing a negotiations committee? Or identifying who's working with kathy to move this forward It's interesting, isn't it? Yeah, there are all sorts of different thoughts on this Um, well, I think I think joe and tess You know, I didn't defy exactly what's going on. I don't think there is any doubt that this board Um wants to go into a good faith negotiations And that should say state, you know, a lot of this needs to be said but it needs to be stated in there that it's the board You know depending, you know depending Full member approval, but the board is Going into and we can already start working with but we cannot Make all the changes after you know before the members have given us the authority I think that that adding that language is part of it. I just don't know that the appointment of a negotiations committee like tess was saying goes a little bit too far I'm for the letter in support of the merger I just don't know and that's a it's a tricky question because marianne's leaving and so who is the person who's working with Yeah, I know I think so Could we establish um, I mean, I think we can't wait till a membership vote to even get started So could we establish a temporary negotiating committee and then and use can include that language that joe mentioned about pending a membership About But just at least have some people who are already geared up ready to go and start start talking Well, but I think you know, it's not necessarily in negotiations committee because we're not Optimizing representatives Of you know to to to go into The merger exploration you know So that's I I think if you soften a little bit and put in their pending, you know member Approval, but I don't see any reason why we couldn't get started and temporary It's all temporary So Are we under the impression that seamap requires this before our next meeting or they're not going to talk about it anymore I mean I'm not really sure where the fire is on this if we're all sitting in an open meeting saying yes We're going to ask our membership to take this action to you know, move forward in a very tangible and serious way Yes, we all support it Um, maybe that's what the letter should say. Yeah Yeah, this is I think the fire is coming from their next board of directors meeting I think she wants to bring and that was on the 14 next week and they would like some of us to be there, right? All right, exactly. I think that's where the Urgency and this letter of support comes from some kind of a formal letter from us as the board Supporting the merger and I agree that maybe the language should include that we are we're supporting it so much that we're putting This out to a full membership vote Well, well also maybe just put down and pending the membership vote The representatives to discuss with you and just list the names because if somebody wants to call up, who do they call? Were you saying test that without being a separate agenda item we couldn't appoint people even this temporary or? Well, it just it's not agendized right I mean so Technically unless the power has some or the chair has a power the chair who's not here has the power to appoint Create and appoint a committee We're walking on shaky eyes. I mean Well, why don't we do this? I think test may have a point because I argued this point with her last time However, yeah, okay. It says here review and approve letter in the letter So it's not exactly not agendized Well, the letter doesn't talk about I mean I didn't have this at the time that I got this and it doesn't say A reasonable person wouldn't have the expectation reading this that there was going to be a negotiation committee appointed out of this action item Just think so there's two items as I see it is If we approve a letter Do we put in language? saying dependent on member approval And two, what do we do about designating people to talk to see map? Hmm Well, the letter reads the Delegation to the merger negotiations committee. It doesn't say that they are The merger negotiations committee. It's just a delegation. There are delegation to The merger negotiations she'll consist of the following board members. So wouldn't that be all right? Do we have to set up a committee can we just say and we have we have a few people who are We're willing to begin work on this right away. I mean does it have to be a negotiating committee? It can't be The contact person or temporarily representing until our members of delegation. Well, test's point is if you don't have Specific language on the item. You can't do it in terms of Brown. So I think that's a correct point This is kind of where your chair steps in sometimes and said I'll take care of that and just You know Communicate that they're all the these are the people that will be bringing up when the time comes and So you're saying that the chair would say these are the people that I will nominate to this committee at the next board Yeah, that way and Okay, I think that's okay. Isn't it test? Yes. Okay. Good. I'll ask you You were talking to me Trying to figure out how to rewrite this so it sounds Something closer because I I don't know that it would be accurate to say that You know before we have a membership vote either that we're not going to Make any material changes affecting the corporation its leadership or financial commitments I mean that's a heavy statement to make in a period of extreme uncertainty Pending a vote of the membership. I mean that's just so that I just pull right out of there I mean, I don't see a problem with the first sentence Okay, depending the membership vote is the the appointment of the negotiations committee I would say that um or is it more than that upon the uh Upon the affirmative vote of the membership the ctv board will appoint a uh a negotiations committee period Yeah, that's what I was thinking is we could just add it to you know that ctv's delegation to the merger negotiation committee shall be appointed upon You know an affirmative vote of the membership to proceed with the merger if we just attach it to that one sentence Yeah, I think the intent. I mean, that's why I haven't been more vigorous in my debate on this. I think You can tell me you're interested and then I don't I I think until I think you're right you could start doing work but it might be if there is a negative vote it might be kind of a waste of time too, so It's you're only talking a short period of time like tests that so I would draw my thought But I will make a statement when it's done about what my preference would be But there it won't be anything more than that. I think that um, oh, I'm sorry. No, go ahead I think that um if we were just to take out the sentence beginning with during that time and then change, um The sentence beginning with ctv's delegation changed that to read um The ctv board Of directors So immediately upon an affirmative vote of the membership Delac appoint a negotiating group Well, how about we'll immediately appoint a negotiations committee consists Upon the affirmative vote of the membership to proceed with the merger And consisting of board members and representatives of the city and county of Santa Cruz Yeah, and then we can leave the last sentence there I mean just so long as we take out that during that time sense and then slightly modify that saying that once the vote comes in from The membership the next action we take I mean because that'll be on the june agenda And then everybody's cool with that process having been properly agendized and Can I just ask about the the sentence with beginning with during that time? Why why does that need to be stricken because the the operative words? Is that just without fully informing c map in advance? Well those actually i've been involved in the merger and this is pretty common language But to be honest most of this language comes when everybody has full authority to do something not before So I I didn't think in this case it was I wasn't too concerned one way or the other, but it usually comes later Okay, I just wouldn't want to put any statements out there that would lead anybody to believe that You know that if something changed because of the result of the vote or you know We came up with some bright idea that that we weren't acting in good faith So figure take it out We're still in good faith Do you want to make a motion on this when you're finished? I'll make the motion That we approve the letter with the changes as Recited on the record as Recited as as No, no, no not another name as As stated as whatever as stated by test that we approve this letter To c map before the director I second Okay Any further discussion just reporting for clarification. Okay. So during that time that sentence is stricken And then the next sentence just includes penn upon the Voted membership the next sentence would read the community television board of directors will immediately appoint a negotiations committee Upon the affirmative vote of the membership to proceed with the merger or something along I mean, I don't even think we need to say who's going to be represented there I think it's clear that You know amongst ourselves that we're going to have some board members and we're going to have some sitting counting I think it would be good to keep that in there I think a separate sentence Just so just consisting of board members Yeah, or or you just started a new sentence and say this committee will consist of I like that. Do we need to kind of a run-on sentence at this point? Do we need to amend the motion because Okay, I'm just checking. She was clarifying That's clarified And I had a comment under the motion since we can't really get too specific I'd like to state my preference for the Board members and that and this is just my opinion. So it doesn't have to be agendized. I think The board members should be the chair and the vice chair and then one other alternate member Selected by the board because I think you need to have three people during this because you're going to have All sorts of meetings. It just never ends. So that but you know, those are my thoughts Can I call for the vote please all those in favor? I'll be opposed Staying So we have nine point one. Is that correct? Yeah, but that's we We Asked to put off that till after the close nine point one is the executive director search committee Oh, that's okay. That one was not put off 14 I should have asked that that be put off too, but I didn't think about it sooner. So No, I would rather do it afterwards if we could Plan with me. Yeah 13.2 13.2 9.1. Is this got moved to 13? And then 10 for a report from the board chair other board members, I don't have a report I'm not the chair of it. I'm acting chair any other board member staff requests of civic items appear on next regular meeting agenda Actually, yeah, so we have make sure that we have the next time After the vote from the members. Yeah, I think that's what we you know do a couple things and one of the things is to Appoints the The negotiation And it was something else right test Here's another item, but it's not related to the merger. Do we want to State anything about putting together informational Sessions with for the membership That's not on this item. No, that's going to happen in between the 25th of may and Or the 24th of may and for the next one Yeah The thing that was requested was what about our we're missing a board member from Watsonville Should that be on the agenda or Should we what do we need to do can't we just ask can't we as a board now ask that that that the chair make a phone call call to the Watsonville and ask them. Given given the Illness of the chair, maybe we you know the vice chair can just call up or Marianne Okay, might even be a good idea to write a letter And have it included in the written correspondence of the legislative body to assure that your item gets reviewed and Considered, okay. You never seem to get a representative there that lasts They're all here two meetings and out Or they've run for city council and they're out when they become mayor Yeah, we're jumping off ground one way and the other Okay Any announcements Should the um, I'm sorry. Should the membership vote be an item on the agenda for that june membership meeting so that people have a chance to weigh in and The report or address the board And then also there was um the other part of the request that I saw from Kathy Bisbee was um an official communication from the board and Ed to the staff regarding this upcoming Mercer process. Is that something we need to do that in the process of the Any announcements some of us are going to the tannery do we know exactly where at the tannery we're meeting Denise is not here that big the digital media center. That's right. It's next week, right? Thursday's Thursday. There's two days After the month I would presume it's in space 110, but I think if you go in the courtyard there, um, you know, it's not that big You'll be able to find where the room is. I just wanted to make sure it wasn't in one of the units or something 12 12 to 2 Yep, do we have to do anything to adjourn? I'll give you my eyes and my ears because I'm forcing I can't be there, but I'd love to Do we have to do anything to adjourn to close session or do we just do that? No, we're going out we have a comment from Ron Actually, I am really in vacation mode. I didn't look at the agenda. I don't know what you're going into closed session for Employee performance evaluation of the executive director Okay, and I also just you do need to ask for public comment because public can comment on the subject Before you go into closed session. Okay. I don't have a comment. Thank you, Ron Thank you Are we I'm going to Carpool to go to Gilroy. Yes. How many people are going to go? Well, I'm driving And I've had a staff person request to go with me. I have three more seats if anyone wants to Okay We're back in the open session and we were to report out from closed session that no action was taken in closed session So we're returning to open session with 13.1 which was Consent agenda item four recommendation on the personnel committee for job description of board clerk and um, I actually reviewed the job specification that was approved by the personnel committee and Made a couple tweaks which I very Amateurishly did a handwritten strike out and underlined so you could you could see what Suggestions I had to change it and these suggestions were kind of based on historically what this position has been in this organization Which is pretty much an independent contractor under the control of the board Um, the the way that I saw this Board clerk position being defined even though it says independent contractor It would and having gone through personnel committee. It would lead me to believe that it would be something that might be added to our schedule of Employee positions in our personnel manual, which is not something that I think we should do. I think we should continue along the lines of having a independently contracted Board clerk under the control of the board as a whole So those are the changes that I proposed and I If the board accepts this These changes I would Make a motion to Is there I understand why you have it under the secretary of the board because the secretary is the one that takes actions and is responsible for that But is there any reason why it wouldn't be under the chair though because the chair is the one that has the overall responsibility I mean, I don't really have a strong feeling, but it just seems a little more linear that way It's just typically been under the direction of the secretary because the secretary's description In the secretary of the board description is to Pay attention to that stuff and make sure it's accurate as whereas I just know having been a board chair before It's difficult. You're not listening in the same way that the secretary is You're listening to manage the meeting as opposed to The details of what's happening and it adds an extra load to the chair who already has specific tasks and in my second question just Because I've had people argue with me over these things Taking out produce and distribute because that conceivably mean to somebody that all I have to do is prepare it Yes, and who would produce and distribute it then existing staff Okay, so I mean we have an administrative staff member So essentially you would get a product from somebody and then that would be Handed over to the staff member who probably gets paid a lot less than the board clerk does to do clerical work Okay Yeah, these are all suggestives that we talked about at the meeting meeting. Okay and approved So I have a question. How would the um and one two three four how would the The person communicate with the whole board in coordinating meetings of the board I mean that's it rather than it seems like board chair and executive director that kind of narrows it down They can have a contact person, but you're saying no you want Want them to communicate to the whole board It doesn't that happen doing the meetings right Because the board clerk takes notes and we all give input and that's what the board clerk does So do we all have input in what's happening, you know, like there's a question. What do we want on the next meeting and all that You know those things I had one other thing I I was looking at kind of salary ranges And it started out at 25 went up to 40. Now. It's a 30. Was there any discussion about the level it never became 40 Okay, I just talking about it used to be I mean it used to be 40 used to be 40. Okay So we uh And while that does seem high there's a couple of things that I have to say to that Board clerk is a very specific position that requires a specific skill set which puts you above a general clerical usually And um, it's a non-benefitted independent contractor. So the Soft costs are in there. I mean it's a straight cost not there's no accruals and things like that So that's why it is also a little higher than what you would normally see So the 30 is okay that We decided on the 30 Well, I was just looking in here and when you add the thing it's somewhat similar to one of the positions we have here If you consider the benefit so Can I ask the the reason for moving the robert's rules of order? Um, I put it down at the bottom under desirable qualifications. So it goes from uh I'm just wondering the reason so is it going from a minimum Qualification like you have to have it to it's desirable Because generally the chair the board is the parliamentarian of the board So is that the move though is it's going from like it has to be you have to have that working knowledge to It's just it sets you ahead of the pack. Okay. Thank you. Yeah, that seems fine Well, is there a motion to accept the I'd like to move that we accept this version of the Clerks There's a motion to start second All those in favor So that's for our 4.13 point one down And then we put on 13.2 Executive search. There's one other thing. Oh um The appointment part of it which I've done this in the past with other boards where it seems a little clunky But it gives the board a little bit of flexibility to maybe appoint a designee to contact a selected candidate and Negotiate an offer for the position based on this And so I I would make the motion that the board Designate a representative to Um contact a selected individual and negotiate um A independent contractor contract for the board clerk position You know, I'm kind of curious who the selected person is because anyhow, we'll see about a second Second So you moved that the board designated representative to contact and negotiate with a Someone to take this job. Yep And that's a second Okay, now can we talk about sure my sense is this is something I would assign to the search committee and let them, you know, do both of them at the same time because That item wasn't on there and I I feel uncomfortable that We're going out. I have no idea who it is I don't know having the idea who will apply but I'd I'd feel more comfortable if the search committee handled this myself The only problem that I see with that is that part of this position is to get our elections going And you know because essentially We just called for a member election And um, there's a whole bunch of stuff that we have to do to make that happen And the position of the board clerk is one that pretty much says This is this is how you go forward It was it was recommended from last meeting to make the decision tonight and as far as the The designee From the board could we could we just indicate that in the motion or do we have to then come back to that and then decide Who's going to go talk to who? Yeah, I mean could I don't know that we need to be specific about who That that designee is going to be talking to because that in reality they could talk to multiple people, correct? So I don't necessarily know that we need to know that but I think that we should designate somebody from the board to actually do that As part of the motion The motion said we would designate a board member So you can vote first on the first yeah, so if this motion passes Then we have to come back to it and then designate a board member next is that Unless you want to do it in the motion I mean I'd amend the motion to designate the person to go and you made a motion so you can amend that Do you want me to do it? You can amend your own motion Actually, she didn't you didn't make you didn't make the motion. Oh, I made the motion And you didn't even second it I just made the motion. Yeah, she made the motion and I seconded it and then I have to agree with her to second it But she's so you better better come on good So your purpose in doing that is to make sure that that that position is filled as soon as possible Or it's to get a certain person It's to be filled as soon as possible because it deals with the election because it's not because it's an independent contractor We're not having to Follow the procedures that we would follow for hiring a regular staff member Right, so but your motion is to for one person to talk to one person. Could it be one person to Initiate that process. Yes, and then so maybe I wasn't really clear It was mostly just to kind of have a board designate To get going on it to get out there and select a candidate to talk to people and And bring somebody back to the board at the june You're gonna have for the election. They have to come back before then. Yeah And if the board's not comfortable with that motion, I can withdraw and we can start something else So you're you're concerned if you if we did a search committee, how fast could that position be filled? Do you think I mean with that search because we're not going to have a search committee until I mean, what are the options? Well, maybe maybe just Excuse me. Go ahead. If you're finishing up. No, I like I like that you're all in it. So go for it Yeah I somehow I could see what the the issue is and I don't have any problem with that what I am worried about is the process And I'd feel more comfortable if we're just offering a board clerk position for a short period of time during this transition Because what happens will go find somebody real fast if I know it's contract It just kind of strikes me as being a problem. So Uh, if you want to go find an interim one for a month to handle the election And I would agree with that and then go through a regular process for the rest of the time That would be fine too But I I don't want to go hire somebody like this and then that person is here for let's say two years And it was this, you know, kind of a very quick process. That just just strikes me as wrong I can see why it would be good to have somebody to help with the election. So I I would I will support this motion, but I would support one to Offer it for an interim period and at the same time allow the Search committee to open that position up to see who you want to get So there's a little bit of choice in the process What it would mean is because today is the 10th The election isn't going to be finished on the 25th. So you probably want to do either a month and a half Okay, I'm left two months or two months Well, and I just the only thing I have to say about that is that the executive director search committee historically has contained a staff member And what I'm saying that makes this position unique is that this position serves at the pleasure of the board And answers to the board So I could combine what you both are saying. I mean, would it be okay with you if you You know, could you entertain an amendment of your motion where it says for two months, you know, and then, you know Could be extended Well, I'd withdraw my motion so that we can get something that's clearer And everybody's more comfortable with because it seems like that approach isn't an approach that people feel comfortable with And so that's fine. I mean, I've tried it in other boards. If it's not comfortable Shall I make the motion go ahead try So I'd like to make a motion that We appoint a designee from the board who goes in search for a board clerk For a period of at least two months Could be more but at least two months To help us through the period of the election and be the board clerk as described in In this job description Second If you have a discussion So is the So is the designee to go get one and bring one back? I would put it in a way is to seek A qualified candidate to fill a position for Two months And that meets these qualifications to put it in kind of a more elegant sense And uh, you're just trying to pull our chain I can count on you for that Call for the question Adam, did you want to say something? No, sir. All right Okay, we're gonna have a vote all those in favor Aye. Aye. Opposed Motion carries And who's the designee I'll move that we appoint the chair and the vice-chair to be co-designees to do the recruitment process I'll second that The vice-chair is here, the chair is here Yeah, well, when you're sick you just take what you get I think there's already a discussion on that Since this reports to the secretary of all the secretary is not here I was wondering if the secretary was the appropriate person I don't have a problem with being the person I just wanted to ask Is the secretary the appropriate person Well, I actually thought about that and He runs a small business that doesn't need to be qualified to do it, but I wonder if he has the time Well, you know the other way to take the motion is I'll leave my motion the way it is. We'll see where it goes We're bringing a lot of stress on the chair who also runs a small business and and the And the vice-chair to you know, there's other people that Could help out. I mean, you know, we're in this together We're going through a very difficult time and we're in this together and I see constantly the same You know, we're the executive committee that's going to run, you know a lot of things during the time that I EV is absent. I think there's just a lot of stress. I mean, I know you're going on vacation, but Well, maybe what I'll do this is I I don't feel overwhelmingly Went to my motion. I'll just withdraw it so we can talk about some more tests with driver motion. I'll withdraw mine And I'd like I'd like to move that we designate tests and the vice-chair To move forward with contacting an independent contractor for the board clerk I'll second that Here we have another motion about who should do this And we're both here. That's I I'd like to I was thinking of what You were saying this person is actually under the supervision of the secretary and it kind of struck me I would wonder if you'd entertain a motion to have the test and the secretary Do it because the person is technically according to this description Under the secretary sir you're asking for a friendly amendment So I'll amend the motion to designate tests and the secretary james To conduct the search for the independent contractor board clerk I'll second that Is that okay with you sounds good. Okay. Good sounds like a much perfected motion About third time's a charge Any other discussion? Okay Uh, I'll All those in favor. All right pose motion carries Okay We have one more 13 1 We have 13 2 Which is To appoint an executive search committee to find Executive director for the interim period. Is there any public comment? We're looking for public comments. So we have tests coming. Yes um, I would like to make a motion To appoint and um Keith and Jennifer Or matilda, I don't Great So you wouldn't be interested? No. Okay. So it would be adam Myself Matilda as a executive director search committee Any uh, any Charge um to essentially craft a Job spec advertise it or direct it to be advertised um conduct interviews and return at the June 29th meeting with uh two or three applicants for interview second Yes, actually, I forgot to add that I mentioned it before so I assume it was part of it. Sorry. I meant to Yes, well, you were just appointing board members. I mean there's always a staff member on it, right? and And staff Yeah, staff would be included Um, just just a second. Did we have a second? Yes, he's seconded. Okay. So yeah, you want to have public comment? Lock your camera down Come on over Put the camera Interesting uh watching at home Hello board, David Perez. Um, I would just like to make a comment in since you're talking about You're talking about joining up with another corporation. We don't know that we're going to need an executive director I mean, I don't know You're if you're going to be spending all this money to find an executive director And then we're not even going to need an executive director I think it's going to be pretty hard to find somebody who's going to be willing to put up with how whatever Short or long time span that we're talking about here as far as the job goes I don't think we're going to get any good applicants if we're going to tell If we're going to get all these good applicants and all those then tell them Oh, by the way, you're only going to be here for three months because we're joining up with With another group of people are taking this over. I don't think that's a real good idea. So I think you're kind of spinning your wheels on a A general director director right now Okay, thank you. Yeah All right, aren't we talking about tell me we are aware of that but the circumstances are such that we We need to do interim Ed and There are several options, but your point is well taken and and we are aware of it and we're really sad to have to you know Have to do that, but We we will be Very careful Well, and also if we don't have qualified candidates We've discussed several options that we can proceed with And we'll just see what happens during this process And then the the only other thing I would add is that You know if we don't get qualified candidates, that's one thing But we could very well get somebody that's very stellar and in even in the in the reality of a merger There could be a place for that person in the future in the merger organization as an assistant director or some position so I I wouldn't I wouldn't even say that on air so to speak because when you look at the finances It'll be really that don't promises can be made to the yeah, and I'm not saying I'm making any problems I'm just saying that there is potential for that person to have a life beyond just an interim if if that's You know the stellar candidate that we get Yes, I would tend to agree with the member of the public However We have to move forward until we hear from the membership what what's going to happen I mean we we can't put the organization in a position where we're in the lurch because we're What we've tried to do is really employ all the alternatives that are available to us at this time One to call for a meeting of the membership One to get somebody in there on an interim basis I mean because we just don't know how it's going to pan out and I think it would be we would be remiss if we weren't trying to Address each of these situations that could come to fruition that we just won't know for another month or so But I I hear what you're saying and I wonder about it myself I think that the expenses will be fairly small Limited to print ads and then there are national associations that we can put Noticing out on so I don't expect that we're going to probably spend much more than about $500 for print ads and stuff like that You know we're not going to have executive lunches and No But I hear you yeah You can call for the question. Yeah, no other no other comments Uh, can I get all those in favor? Say hi Hi, hi, any opposed Mays will repeat the motion one more time so people know what we voted on We just voted to appoint board members So the second part would be to and and those board members were uh adam wade test Fitzgerald Keith gudger and matilda rand Um, then there's the issue of the The member there should be a staff member And I don't know how the the board wants to deal with that if the board wants to ask the staff to choose their own and and That's I mean, that's kind of how it's rolled in the past Can we ask kathy who house done in the past? The question was do you know how it's done in the past? I mean, I thought in the past didn't the staff nominate someone from amongst their ranks and Yeah Pointed me, okay. Well, you have to end up some votes. Yeah, will you ask them? Okay Yeah, yeah And can you contact us because You know like quick You know the next opportunity that you have because we want to start this rolling and we just want the staff to be advised And okay. Thank you Sorry pretty confusion, but thank you Thank you Okay, anything else Okay, I'll move we adjourned any second second All those in favor Let's do it. Thank you everyone. Oh and I specifically want to thank the members That have volunteered to make this production happen um We have David Perez Kathy D'Angelo, Karen Scott And we have David Lefty in audio and I know Ryan's here and if there's someone else doing cg. Thank you. I'm sorry I don't know who it is Good night


And just learning little things here and there and he's been the keto pro and I've been watching paying attention taking notes and so this is pretty exciting for me and With no further ado Dustin take it away. Well. Hey, man. I'm super excited and I'm stoked you're following You know you sometimes you put out messages and you put out what you know and what you're inspired by and you don't really know Who's watching? True story. I know you have a few questions for me that you're gonna ask me tonight But true story and Corey's off heading off to a retreat if you don't know Corey is Just this amazing individual has all this inspiration as multiple. He's a he's a best-selling author multiple books Just an unbelievable heart in person person. I got a text right before this live and They're probably watching but it was from a good buddy of mine I'm out of Guadalajara, Mexico and he's a business partner and yes Just me and help me out and you touch me something that really touched my heart And it just made me realize that what we do is big right keep becoming the best version of yourself keep getting healthier I see peg on here right now. She's down 130 plus pounds But she's inspiring people more than she realizes by going after her goals and her dreams and and changing her life She's changing other people's lives around them and she may never meet them She may never ever talk to them. They may never buy ketones from her. That's okay She's improving the world because she's improving her world and I think that's just really really cool So I'm stoked to be on we have a mission to change a million lives and hopefully tonight We can provide some education for you all on ketones I know we're gonna touch on fat loss because that's such a big motivator for people to want to do But Jay, I would love for you to rip those questions off to me and let's have a conversation But before you ask those questions, I have to ask you a question. I've seen you.  Is were you heavy? When I fall off the wagon I am and I do I do have a small friend But I I gain about 40% of my body weight in fact Fast and simple and easy you look at a snickers bar and you gain five pounds I am you know and I and I and it's uh I don't know if i'm hypoglycemic or or what but is if I look a potato look at a potato I get tired But we'll talk about that and there's actually a reason I'll actually ask you a different answer That's mine. If you're a person that gains weight easily Um, you're a person that carbs kind of crush you down I'm actually going to touch on that a little bit later tonight So stay on that because I think that's one of the reasons people don't understand that this is their solution out This is their one shot to change their life if they stick to it. So I'm looking to and looking forward to answering a few questions All right, uh, and I've just got some questions here. Dustin. Why is ketosis so important? Well, here's the funny thing is is that ketones are extremely important and a lot of times people are kind of like What are they and what is this and I'm going to I'm going to hopefully explain what it is But also why they're so so so important But in the chat and you can and then in the gym chatter on social media on facebook He's favorite. What is the benefit of being a ketosis that you've gotten that you've received But I was talking with a researcher out of canada. His name is dr. Stephen cuneen.  He goes it's a primitive fuel So think of it as ketones are a food for your body It's primitive meaning that our our ancestors have spent all of our existence utilizing this fuel source But like jay had said earlier his body isn't responding the same way to food He's maybe over adults is carbohydrates because they're easy to come by and they're fun and all this other stuff Well ketones are a vital energy. They're a food an energy food is energy Just so everybody knows when you eat food it provides a fuel which breaks down to calories Which is your body uses for energy, but it's an easy energy for your body to use. It's very simple It's very primitive and the first organ that loves ketones is the brain the brain prefers ketones The heart and the muscle system prefer ketones So you always want sustainable energy You always want to be fueled so that you can have you can have focus mental clarity and you can feel good And that's why ketones are so important now There's all these other benefits that you can get from being in ketosis and that people have noticed That's why you hear these things about sleep and mood and focus and people drop in body fat Because there's all these other elements that can actually take place And ketones are vital because they're a primitive fuel source that provide a sustainable energy to your body to your brain to your health And the most important one being the brain Amen What are different ways to get into ketosis? Yeah, so really it's simple. It's three. I'm going to give you the short answer It's three. If you can do the hardcore phogenic diet, which has been researched for nearly 100 years Nothing about this is new you all or you can do it Michael Rutherford says you can do the Jesus diet or the Cleveland diet What that means is they went days without food Because food wasn't always plentiful, right food wasn't always something that was available to us So that's starvation. I was literally in a conference in Banff, Canada I'm in this conference and the dude up on stage. He's going I'm using somebody out right now the guy on stage is like, well To live the most optimal long-term life based on understanding ketones and the brain and the muscle system and health and longevity and vitality and Body composition and metabolic. He goes we should probably only eat three or four times a week True story three or four times a week because that's another way to get into ketosis and of course The fast easy effective way The shortcut code if you're a video gamer or whatever you do if you drive your car to work versus walking to work That's a short time. If you use a cell phone versus walking over a texture neighbor versus walking over your neighbor That's a short time and issues are short time, right? So this is the third way and of course how the most popular way to do ketosis This is the only way to get into the therapy the ketones Doses fast efficient and stay there very easily no matter where you're starting from. So those are the three ways If I I choose drinking two tones and then I dabble on the other two. Okay. Is keto nap better for you? Well, I think it is and the reason why um, there's so many reasons why People ask me that all the time is keto nap better for you than than doing the ketogenic diet And I think it is and this is why I would say that is number one psychological It's better and I'm gonna have you mute out when I'm talking if you don't mind Um, it's like a logical what happens when people are in this whole phase when people are doing A ketogenic diet or any kind of diet they emotionally destroy themselves and they get frustrated they get overwhelmed It's the roller coaster that this hasn't changed right now If you're watching this in anywhere in the world You know you yourself have done it and you know 50 people that have been through the ups and downs of any kind of diet And you're constantly going through this journey That psychological warfare is actually Damaging to the body. It's like almost like ptsd dieting. I mean it's crazy But what it does is it raises a stress hormone in your brain in your body Which actually ultimately stresses your body out prone to gaining more weight Also the ketogenic diet If you're metabolically inefficient and this is something that you touched on if you're if you eat carbohydrates and get tired really fast Your body isn't using glucose very well. Isn't using your food very well So you might not get a very good return off the diet for six eight 12 15 20 60 weeks or never Because your body isn't able to use energy very well There means that there's a transporter that was turned off So when you provide keto nat and the doctor who muhiki parodi talked about this It's like a key it's actually activates your cells It actually turns on a transporter to help your body become more efficient at burning energy Which gives you sustainable fuel sleeping better everything starts to work better And that can take up to six eight 12 weeks for people. So you got to be patient on this You can't just expect your body to overcome everything overnight. Some people takes a little longer But that that metabolic switch being turned on is what makes keto nat the secret weapon And it makes it it makes you it gives you the ability to sustain to any kind of diet that you're willing to try So to me, it's way better for you to drink ketones and to do the ketogenic diet You don't have to track you don't have to do everything But yet you can I still encourage people to take care of themselves and eat better right I did find that You know past my decade doing this that Bounce and in and out of diet Would change my metabolism back and forth and psychologically is making it making it difficult. Um What benefits can somebody expect from drinking? So that's a that's a funny thing you said I'm going to touch on it because you brought it up But when people talk about your you go in and out of diets and your metabolic systems messed up The reason why it was messed up is that you weren't at a therapeutic ketone level meaning that your ketone levels weren't high enough And so what happens is that if you ever heard anybody that does like two two shakes a day in a reasonable dinner Has anybody ever heard that before or you when you do low calorie diet, but you're eating carbohydrates still Well, what happens is that you're basically in caloric deficit So your body is prone to utilizing the wrong energy meaning you can lose muscle mass through this journey Because you don't have enough ketones ketones preserve your muscle system from being lost Remember primitive fuel source And so our ancestors when they were in starvation, they didn't lose all their muscle mass The reason why is their ketone levels are really high So why this is really really cool? What makes it need is that when you when you use ketonat Basically, you get that therapeutic ketone levels that protects muscle mass So therefore if your diet is kind of not on you're not going to wreck your metabolism off No matter what diet you follow so it protects you from going through that ups and downs And with that said I actually forgot your question But I just want to touch on that because I think it's really important because I think there's a lot of yoyoers out there I watch people and weight watchers mess things up every single day I watch people doing different shake diet people doing different meal plans people doing diets And they're never getting to their long-term results because they're messing up their metabolism And they're actually getting just gain it all back and then some And they did a study with the biggest loser all the biggest loser contest contestants not all of them But a lot of them and they showed that the biggest loser contestants will are statistically like 300 to gain all their way back Plus an extra 30 or 40 percent because of the way they did it And they weren't utilizing the ketogenic way and it's pretty scary actually It's so helpful to hear this information from you because You know, there's been so many times where I've been in and out of diets and thought why Why does my body feel this way? You know, uh, it may Mess up my digestive tract, you know, and then going back on the diet would would mess it up differently, you know um So let me let me get back to some questions here. Um You've been doing this for a long time.  Oh, yeah Yeah Of course So the big one right now.   You guys want me to be nicer or do you want me to be honest? I'm going to be honest, but I'm going to do it in a nicer tone um because I realized that people that um, maybe have been struggling Or been fighting or they've been in this emotional warfare of Of their body composition and looking at themselves and I want to really I want to talk to you from the heart more from a from a than from a coaching perspective and monday I coached I just was blatant and right to your face Coached but I want to do is I want to talk from your heart because you know, I watched my sister drop 100 pounds I watched my mom completely transferred for transformer life I mean people watch people like peg at 130 plus pounds. We have people down 250 We have people down almost 300 pounds. We have people down 60 80 90 150 I mean, it's just millions and millions of pounds lost And I want to give you the recipe that the ones that are successful The first thing that you have to keep in mind a mastery and fat loss. It takes time That metabolic switch I talked about right that muhike parodi talking about this glute floor transporter to activate itself This is the shot you have I've watched people that start and then they quit and then they have to come back Three years older later and start all over again Because it didn't happen fast enough and I want you to be weird because some people get on there and they post online Oh, I magically changed everything in three hours or or six weeks or 12 weeks. Well, guess what they're they're bodies different Maybe, you know, they they did it differently I want you to know that you're worth it and you can do this And that you can have success with this But there's the most important thing before I kind of tell you what to eat and what to do The most important thing you can do and I want you to be really honest with yourself Is you have to plug in with this community? You have to be part of this team I have this this concept called the three p's you have the product, right? You have a plan, right?  You don't have to go to gyms and start working out all that stuff You got to be around the right people get on these zooms Follow prove it on social media follow any prover that's on your team Follow them and and get part of their positivity and their energy because I tell you something We're going to change our lives and we want to take people with us And this is the most important recipe for success.   So that's the most important thing All right, you ready? Okay, perfect. Is he done? Okay, cool. All right. My wife has to go get my son So here's the here's what everybody thinks is important Is what do I eat? How do I drink the product? Okay, so here's what you're going to do You're going to wake up in the morning.   It took time to get the momentum going and starting, right? So drink a big glass of water and then in the morning sometime between 6 and 9 a.m You're going to have your keto nap. You're going to drink a full bottle of keto nap.  Well too damn bad y'all we got it. This is the recipe for success You got to start changing what you're doing because what you were doing wasn't working So we're going to give you that recipe for success Okay Now in the afternoon if you need an extra boost if you're dragging a little bit you're craving a little I want you to have an extra half a screen you can a whole one and save it for the next day Or in the whole serving keto nap Half the full serving of keto nap in the afternoon if you need an extra boost Right when you need that it's if you need it if you're hungry or if you're craving then have an extra one Okay, the things that I want and that's it go to bed at night smile more And shake your butt shake your rump get excited.  How would you feel? Well feel that often I know that sounds kind of weird. I'm not getting to tony robbins. Although i'm a big fan But the reality is it works It works. I've been doing this a long time. It works So here's a couple tips. I want you to write down number one Is that the best way to metabolize fat is you got to be in caloric deficit, right two meals a day One to two ketones a day. You're going to be in caloric deficit. You're good. That means you don't have a lot of calories You're going low carb. I don't want you to start out. How he fat especially if you're just getting started I don't want you to google the ketogenic diet I don't want you to do any of that because it messes people up Don't get on social media start filing all these people that are doing recipes unless it's me Because I don't do all the other crazy stuff I do the basics because the basics is what helps everybody get results All the crazy stuff is it's it's a lot of smoke and mirrors. I want you to be careful of that What I mean by that is don't go start eating a bunch of more cheese because it's keto Cheese can overwhelm the body. Don't add a bunch of stuff that you don't need protein vegetables. That's what you want Don't be afraid of fat. You can choose chicken thigh over chicken breast.  Sure you can But those should be in moderation the foundation protein low carb vegetables. That's it Don't be afraid of fat.  I was talking to Jen Yesterday Jennifer Mann and she she literally has trained her body so well because she's been using ketones and eating really well Is she doesn't she doesn't even follow a low carb diet? It's kind of a modified low carb diet and she's still getting great results But she trained her body and she knows her body now well enough to kind of understand those deviations Last couple tips I want to give you is this high quality sleep the better you can sleep No, I know that's not always easy get started sleep will improve Um exercise if you really are serious about this if I ask on peg right now You know if I asked her right now How important is walking to her losing 130 pounds guaranteed?  I only eat one day one meal on monday So I fast a little longer and then once a month I go 60 hours without food I'm not always perfect, but I do most most I do it every month I'm not always perfect when I do it But every single month and that resets my metabolism and keeps me healthy it accelerates fat burning mode Now I don't need to lose any fat But it keeps me from keeps me and in the fat burning mode Which is always what you want no matter if you're skinny or overweight you want that no matter what So those two things are really really important one thing that I found with With two meals a day is that actually is a bit of an appetizer So I don't even miss breakfast And when Before I started drinking ketones And it's been simple so that's been great Dustin there's a lot of people out there that I imagine are just having to the trigger yet just having Um made the the decision to to get healthy to change the life. Um what What would happen if they just say the same that they just didn't Didn't pull that trigger didn't make it that change that they they know they need to make Well jay what I would say is this if you're out there right now kind of like and you're watching this in whatever capacity I realize you know we talk a lot about the benefits But you know I've learned a lot about people over the years and some people are motivated by um Like the reward of getting something and some people are also worried about the pain Of what like the pain of something right and you know I was thinking the other day What if you don't change what if you stay the same you are today? What'll happen what's what's your life look like in five years right? What does your life look like in five years if you stay where you are right now? And you don't make a change Right, or what if it what if you start looking around and you see people five or ten years ahead of you that aren't taking care of themselves?  You got a product the product's here the number one product in the history of supplementation The best thing I've ever seen in my my 20 plus year career You got the people and the team and the community support you, but what's your plan? What's your plan to improve your life? You know, I heard I heard somebody say the other day like well, why do I need to drink this? I have good energy. I look at them feel good.  Don't worry about that. This is it saves money because you're reducing a meal anyway and snacking So you're gonna you're gonna save a lot of cash anyway, but what if you don't change your life? What if your life stays the same? What is it going to be? And what is your alternative plan to do to change your life forever to set yourself up to see people like Aunt peg be down 130 plus pound watching people drop 100 pounds watching people sleep better My wife having a better mood our relationship improving. It's so invaluable I can't even express what that's worth through our family Watching my sister drop 100 pounds and completely changing her life My mom and her hands and she my son in the house and going to disney with us walking 25,000 steps at the age of 71 Walking 25,000 steps in 80 90 degree temperatures What was that worth to her? Right, but if she would have stayed the same my mom would have never even got an airplane go to disney world because she couldn't have And so that's my whole thing Jay was I would say this is that if it's not this what are you going to do to change your life forever? I don't care if it's not this find something commit to it and then go make it happen But to be honest if you want to be part of the number one thing I've ever seen the number one product Number one team and number one plan in the world Get your hands on some ketones go come do one to two challenge kits with us grab our accelerator kit called the reboot Joint whoever invited you get back to them and come do this with us And just don't quit until you're done and your life will forever change That's just in that I tell you what no if I three months ago if I wouldn't have started drinking ketones would I still be struggling? You know, um, I'm 52 And I'm not getting any younger and the older I get my health is more important more and more important to me um, you know, I've I've had friends that gotten cancer I've had a friend that's passed away at 48 You know, it's those are big reminders out there of how fleeting life can be and You know, we need to take care of ourselves as well while we're here, you know, and and make as many memories as possible Well, jay if you guys everybody do me a huge favor everybody give jay a big shout out Um, it was super awesome.  Cory threw him on the spot And probably you man. Thanks for that time energy in and thanks for sharing your wisdom and your story with other people in your heart And so let's time to go change more lives y'all So have an unbelievable night.  Come do the one dollar keto club with us and let's go do it. Let's go change millions of lives You guys probably can't see that everywhere, but millions of lives right there. Um, every single year cheers y'all Jay, you crushed it man nice work Can you hear me?  I just left the broadcast on if you're still on social media. We love you I appreciate you guys timing in spending time with us and uh, jay. It was awesome. I mean Thank you. Thank you. Yeah, I mean it's uh, it's the only thing ketones haven't figured I haven't figured out yet It's how to get the gray out of my beard. So yeah, I I've about ready. I can you grow a beard It'll be pure white by the time I could grow up I think Um, I thought it's September. I don't know if I'll go all the month of september, but I'm gonna have scruff all september shave it off I don't know if you know i'm doing shred timber.  So Oh, so no, yeah, I'll tell you what that's at this age. It's the it's the injuries That's crazy Yeah, it is I was standing in the kitchen the other day my my my leg popped my knee popped and my wife's like, what is that? I'm like, yeah, my knee just popped I go to the gym to do my squats. I'm doing I do these squats heel lifted squats and And so it allows a lot more mobility and it doesn't and I'm like, oh that that's pretty swollen You know, like I just stood there and it popped and not my knees swollen. So, uh, louise, I know I'm live I just decided to stay with it Appreciate your brother But jay, you have an unbelievable night. Thanks for doing this with me and Let's change more lives. All right, buddy. All right. Take care. Talk to you soon. Thanks. I'll all right