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San Francisco, CA
February 7, 2009
MINUTES
Board Present: Celia Alario, Garry Denny, Peter Jaszi, Pete Ludé, Bathsheba Malsheen, Robb Moss, Ted Russell, Beverly Singer, Jane Wagner, Margaret Wilkerson and Lise Yasui
Board Absent: Moss Bresnahan, Meg Lu
Staff Present: Sally Jo Fifer, Judy Tam, Claire Aguilar, Jim Sommers, Michael Shiro, Matthew Meschery, Sara Heckelman and Luke Sykora
A meeting of the ITVS Board of Directors was called to order by Chair, Garry Denny, at 9:00 AM on Saturday, February 7, 2009 at the Hotel Nikko, San Francisco, California.
Chair’s Remarks
Denny welcomed the Board, introduced new members Robb Moss and Margaret Wilkerson, and spoke about the effects of the economic downturn and the delay of the analogue-to-digital conversion on public media. Denny then spoke about the recent passing of Woody Wickham, and expressed gratitude for the immense talents Wickham provided to the Board and to ITVS during the many years that he served on the Board, including serving as Chair of the Board. Denny noted that a resolution in honor of Woody Wickham would be presented at the Board Dinner.
Minutes
ACTION: On a motion made by Alario and seconded by Ludé, the minutes of the November 8, 2008 Board Meeting were unanimously approved with the following amendment:
The third sentence of the Nominating Committee Report was changed to read: “The deadline for CPB to submit names to the ITVS Board is January 1, so that the Board has a full month to vote on their approval before the Annual Meeting.”
President’s Report
Fifer welcomed the Board and reported on the activities for the first quarter of FY 2009. She reported that ITVS recently partnered with the United States Institute of Peace to hold the Media as Global Diplomat summit in Washington, D.C., hosted by Ted Koppel. The day-long conversation about the importance of independent and citizen-to-citizen voices in the contemporary media environment was well attended, attracting a standing-room-only crowd. The event included a screening of WALTZ WITH BASHIR. The entire event was made available via online streaming video to journalists and media makers around the world. The goal of the event was to position independent filmmakers as important players in global civil society.
Two programs (CRIPS AND BLOODS: Made in America and TULIA, TEXAS) were showcased at the Television Critics Association Press Tour, and two programs (WILLIAM KUNSTLER: Disturbing the Universe and EL GENERAL) screened at Sundance. January was a strong month for awards. WALTZ WITH BASHIR won a Golden Globe for Best Foreign Language Film and was nominated for an Academy Award. ABDUCTION: The Megumi Yokota Story won a DuPont Award.
Funding initiatives continued to bring in quality projects: International Call received over 450 applications, seven projects were selected for Open Call 2008, Round 2, 13 projects were recommended for the Diversity Development Fund and 10 projects were recommended through LINCS. The production department is currently managing 131 projects, 94 domestic and 37 international. The communications department ensured a successful premier week for Independent Lens (IL), which reached 5.6 million viewers during its first week.
Fifer also stated that CPB renewed the digital initiative grant to support relicensing evergreen programs for digital platform distribution and other digital activities. Congress is expected to delay the passage of the appropriations bill that includes public television funding. So far, forward funding for public broadcasting is at $430 million, which is a $10 million increase. ITVS continues to make incremental progress on securing a bill to fund international programming.
Year-End Report
Fifer presented external outputs and internal capacity building activities for FY 2008, discussed the strategic challenges that ITVS faces in the current environment and talked about the next steps for ITVS. Fifer stated that the two major operational accomplishments of the year were attaining proof of concept for the International Media Development Fund (IMDF) and seeing initial outcomes resulting from building internal digital capacity.
In 2008, counting relicensing, ITVS funded 125 shows and 180 producers, an increase from 43 shows with 63 producers in 2001. ITVS has been able to leverage the growth from IL and IMDF to develop our core funding base to domestic producers.
Fifer presented information on broadcast metrics and ad equivalent coverage. Broadcast hours rose from 66 in 2007 to 99 in 2008, both because ITVS added a digital distribution unit and because the ITVS International shows that have been in the pipeline are now coming to broadcast. Ad equivalent coverage, which measures press and promotion, jumped from $24.5 million in 2007 to $168.4 million in 2008, primarily because ITVS retooled promotion to emphasize digital outreach.
ITVS built internal digital infrastructure, rolling out a Final Cut Pro edit suite, launching the Digital Asset Management (DAM) system, increasing FTP site usage to 80% of all producers and exploring a Business Rights Management system. As licensing has grown, the database has been a key asset to help manage internal information. Managing digital workflows is a key objective in the current environment.
Diversity in domestic programming was at 54% in 2008, up from 22% in 2001. Community Cinema continued to grow, attracting 22,982 estimated participants in 2008, compared to 15,899 in 2007.
Fifer concluded by stating that producers are no longer just creating a single television program, they are now creating multiple deliverables, and ITVS has to build the internal capacity to support the work of moving content out to audiences through multiple platforms. For ITVS, 2008 was about strengthening the management team and building infrastructure to support digital activities, and 2009 will be about actualizing these 21st century work processes to support independent makers and public media.
Programming Report
Claire Aguilar, Vice President of Programming
Aguilar introduced and presented clips of the following programs in the ITVS pipeline:
WILLIAM KUNSTLER: Disturbing the Universe, KIND HEARTED WOMAN, MORE THAN A MONTH, HERSKOVITZ: At the Heart of Blackness, WALTZ WITH BASHIR, UNMISTAKEN CHILD, JOURNALS OF A WILY SCHOOL and SEA POINT DAYS.
Report on Communications and Digital Activities
Jim Sommers, Senior Vice President of Content Management
Matthew Meschery, Director of Digital Initiatives
Sommers and Meschery gave a presentation on ITVS’s content strategy, with an emphasis on strategies introduced during the past year. Meschery spoke about multiplatform content, and Sommers spoke about content strategy and workflow, as well as audience development.
Meschery stated that ITVS’s digital activities culminated with the launch of the Digital Distribution Lab in October in partnership with PBS Distribution. He then presented examples of online platforms that host ITVS content, including Hulu, Snagfilms, Netflix and Jaman, discussing their viewer features, business models and revenue shares.
Sommers spoke about how ITVS is working with content as it moves into the 21st century. This year the Content Strategy Team, consisting of the VPs and Director of Digital Initiatives, will complete the American Visions drama initiative (short-form content designed primarily for multiplatform distribution), pursue a gaming project, assist producers in developing online program enhancements and align digital workflow to work efficiently in this new environment.
Meschery then presented the social media tools that ITVS is using to engage audiences, including Facebook, MySpace, Google AdWords, the IL widget, Twitter, Flickr and the Beyond the Box blog.
Finance Committee Report
Garry Denny, Acting Chair
Garry stated that the Finance Committee met in a morning session. He then gave the floor to Michael Shiro, who provided a brief overview of the financials. Shiro pointed out that ITVS was on budget in terms of revenue in 2008, that foundation money was higher than budgeted because of the Water Project and small study grants, and that investments are showing a loss, but not a huge loss compared to where the market has been. Shiro then answered questions from the Board regarding financials.
Audit Committee Report
Pete Ludé, Chair
Ludé stated that the Audit Committee reviewed the California Nonprofit Integrity Act regarding the appropriate role and process of the Audit Committee. Based on that review, the Audit Committee recommended that, going forward, no more than 50% of the members of the Audit Committee should also be on the Finance Committee.
On January 22, 2009, the Audit Committee held a telephone meeting to review the draft audit with the reviewing partner and the audit partner. Ludé stated that the Audit Committee recommended the approval of the audit.
ACTION: On a motion by Denny, seconded by Russell, the FY 2008 Auditor’s Report, Audited Financial Statements and Management Letter were unanimously approved.
Nominating Committee Report
Lise Yasui, Chair
Yasui explained that Meg Lu has been called back to Taiwan and, due to circumstances beyond her control, is unable to communicate regularly with the Board. Lu had previously stated that she was open to stepping down because of those circumstances, but has since been unable to make contact with the Board. In order to allow Board business and votes to proceed without delay, the Nominating Committee recommended that the Board remove Meg Lu.
ACTION: On a motion by Yasui, seconded by Singer, the removal of Meg Lu from the ITVS Board of Directors was unanimously approved.
Yasui presented the Nominating Committee’s resolution that the following persons be elected to the indicated positions for a period of one year, commencing with the adjournment of the Board Meeting on February 7, 2009 and ending at the adjournment of the winter meeting approximately 12 months later: Garry Denny, Chair; Jane Wagner, Vice Chair; Bathsheba Malsheen, Secretary; Peter Ludé, Treasurer; Celia Alario, At Large; Ted Russell, At Large; Beverly Singer, At Large.
ACTION: On a motion by Moss, seconded by Yasui, the Slate of 2009 Board Officers was unanimously approved.
Yasui explained the additions and changes that had been made to the Bylaws to bring them into alignment with the recent amendment to the Articles of Incorporation and presented the Restated Bylaws to the Board for approval. The Board discussed the Conflict of Interest policy as laid out in the Restated Bylaws. Fifer and Tam stated that it was important for ITVS staff to be able to deal with conflict of interest issues as they arise, as opposed to referring potential conflict of interest cases to a Board subcommittee, and the Board agreed. Yasui commented that further nuances of the Conflict of Interest policy not covered in the Bylaws would be dealt with by the Nominating Committee, Denny, Fifer, Tam and ITVS attorneys as the new Policies and Practices are created. It was agreed that the final language to the Conflict of Interest policy (Article I, Section 9) would read as follows:
9. Conflicts of Interest. In order to avoid conflicts of interest in connection with the activities of ITVS, members of the Board of Directors shall adhere to the following standards:
- a. No Director shall, while in office, knowingly participate in the preparation or presentation of any application for funding from ITVS.
- b. No Director shall participate in any way on behalf of ITVS in the processing, evaluation, approval or disapproval of any application for funding from ITVS.
- c. No Director shall use confidential information acquired as a result of his or her service for any personal financial or other gain, or accept any gift or emolument from any person or entity which transacts business with or receives funding from ITVS.
- d. Each Director shall, upon taking office and thereafter as and when requested, provide ITVS with any information needed to avoid potential conflicts of interest or appearances thereof. This will include, but is not limited to, submission of a Director Disclosure Statement listing affiliations which might create or appear to create a conflict of interest.
ACTION: On a motion by Yasui, seconded by Denny, the Restated Bylaws, including the aforementioned revisions to the language of Article I, Section 9, were unanimously approved.
Denny noted that the Board will be revising the Policies and Practices to develop a new process for identifying, vetting and nominating new Board members. The Nominating Committee will be responsible for creating a new Policies and Practices document, in consultation with the rest of the Board as necessary, to be presented for approval at the June 2009 Board meeting. Yasui stated that the Board will have to move forward with identifying Board candidates even as the new nomination policy is being developed.
Yasui concluded her report by presenting the Board committee assignments for 2009 and thanking everyone for their willingness to serve.
Executive Session/Human Resources Committee Report
Pete Ludé, Acting HR Committee Chair
During the Executive Session of the ITVS Board meeting on February 7, 2009, the Board discussed compensation for Sally Jo Fifer, President and CEO of ITVS, and came to agreement on action and next steps.
The Board also discussed Article II, section 6 of the Restated Bylaws at the request of the Human Resources Committee and reaffirmed that the Board is committed to the “At- Will” Basis as noted in that section.
Executive Session and the meeting adjourned at 5:50 PM.
Respectfully Submitted,
Bathsheba Malsheen, Secretary
Read a statement from the board about the nomination process >>
