VCOG Board Meeting, Feb. 15, 2022

VCOG Board of Directors meeting
Feb. 15, 2022
Via Zoom

In attendance: Paul Casalaspi; Brian Colligan; Betsy Edwards; Lou Emerson; Katy Evans; Maria Everett; Craig Fifer; Joe Fuentes; Chris Gatewood; Bob Gibson; Stephen Hayes; Josh Heslinga; Lawrence McConnell; Bruce Potter; Anita Shelburn; Jay Speer; Jonathan Williams. Also in attendance: Megan Rhyne, executive director

The meeting convened just after 11 a.m. A quorum was present.

The board members introduced themselves. Rhyne relayed that Board President Jeff South is traveling in South America and that longtime board member Paul Fletcher has stepped down from the board to coincide with his move from Virginia Lawyers Weekly to the Virginia Bar Association.

Rhyne noted that the minutes she took of the July 8 meeting (incorrectly identified as July 22 on the screen-sharing) did not include who made the motions for the various actions. She asked that anyone making or seconding messages today to please identify themselves. Casalaspi moved to accept the minutes of the July 8, 2021. Potter seconded. The motion passed unanimously.

Rhyne presented a proposed change to the bylaws to accommodate the new online bill-pay processing system she’s been using for more than a year. A committee (Casalaspi, Fletcher, McConnell and South) came up with proposed language to keep the overall spirit in place but that references electronic approval by the president or treasurer for amounts over $500 and for Rhyne’s expense check. There was a brief discussion about some of the wording. In response to a question from Fuentes, Rhyne relayed that the auditors have never asked to review our policies and controls. Heslinga moved to accept the change to the bylaws. Gibson seconded. The motion passed unanimously.

Rhyne updated the board on the proposed MOU between VCOG and NFOIC. Rhyne said she’s been having regular meetings with the NFOIC director. Most of the elements of transitioning from NFOIC to VCOG are still in the purview of NFOIC at this point. Rhyne also noted that NFOIC was still actively looking for additional funders. The board wanted clarification about what will happen if those funds are found. Rhyne noted that she consulted Tonda Rush — a former VCOG board member and the former association management manager for the National Newspaper Association — for advice on ensuring that VCOG maintains its boundaries and limits on its work for NFOIC. Shelburne said the protection against “mission creep” was a good inclusion. Casalaspi agreed. Edwards expressed her continued discomfort with the relationship and wanted clarification about what the NFOIC board will continue to do. Gatewood said that when he does similar agreements he limits it by number of hours or by scope of service, but that life happens and that it's good to know what would VCOG do if the duties started to grow. Rhyne agreed with him that the ability to hire temporary help should be part of the agreement. She also noted that many of the administrative duties on the list are things she already does for VCOG and can be piggybacked. Heslinga said Rhyne may want to get clarification on things like “minimal level,” “regular,” and whether or not a clause about what laws will apply in the case of any dispute.

Rhyne moved on to the endowment report. The endowment’s value has fallen as the market has declined. Rhyne has taken two withdrawals from the account and will take another one this month. Rhyne reviewed the budget vs. actuals file, noting that gifts are up, primarily because of memorial contributions made to VCOG in Frosty’s name. Rhyne also noted an increase in gifts given from family foundations and in media subscriptions. The media subscriptions are essentially another form of sustaining gifts, which now total more than $2500 a year.

Rhyne reviewed expenses, noting an increase in bookkeeping fees, but explained that some of that spanned a six-month period that covered two different fiscal years. She also noted how, with the bookkeeper’s continued guidance, VCOG has been able to standardize the material we share with the CPA who does our financials. Travel expenses have gone up, but that’s to be expected since there were so little in 2021. Rhyne added that she’s been receiving more in-person invitations for training, but that she’s also being given the choice of in-person and virtual, which helps her control costs. Rhyne highlighted the financial statement and the IRS 990 file included in the board materials.

Rhyne presented the legislative updates in the board materials, which focus on the FOIA-specific bills, including five bills that were withdrawn shortly after their patrons talked with Rhyne. She noted some of the bills vetted by the FOIA Council have not fared well in the legislature, sometimes for partisan reasons that were not anticipated. Potter, who serves on the FOIA Council, would like the council to keep working on the fees issue. He also asked for a clarification on the meetings bill, asking how it will work with the budget language. Heslinga shared the budget language with the group. Fifer added that local governments that are still under and emergency ordinance can still use virtual meetings. Rhyne highlighted HB 734, which undoes the legislation that was passed last year on access to inactive criminal investigative files. She thanked Colligan for publishing an op-ed by an attorney against it. She also highlighted HB 970 having to do with donors to 501c3 organizations being pushed as a model law by Americans for Prosperity. Rhyne said the number of bills to follow post-crossover has been greatly reduced, but she hasn’t yet gone through floor amendments and substitutes that may have added FOIA-related material. She also explained how she has been using BillTrack 50 this year to track bills this year. It’s automatic-update function has been helpful for VCOG's public-facing chart of bills on its website. BillTrack 50 is provided free to NFOIC members.

Rhyne shared that she will be working with Wat Hopkins on the access chapter of his media law textbook.

Rhyne shared that she interviewed nine candidates for the Richardson Legal Fellowship position and will be making an offer to one of three of them she liked.

Rhyne talked about three cases she wanted the board to be aware of. One has to do with the aunts of a suicide victim who suspect foul play and can't get records from Charlottesville police. Another has to do with the Courthouse News Service case against Virginia’s electronic filing system that gives access only to lawyers. In both of these, the First Amendment Clinic at the University of Virginia is either already working on a response or plans to. A third case is one Rhyne anticipates will be filed soon against the governor about the administration’s refusal to turn over records related to the parental tip line; Colligan said his editor is still rounding up possible allies for a case. Colligan also added that VCOG should take every opportunity we can to narrow the working papers exemption.

Rhyne opened up the floor to discussion of future VCOG events, such as conferences, celebrations, etc. Potter suggested planning an event for spring; Hayes and Colligan agreed that it should be possible to be in person and that the sooner we get it on the calendar the better for securing space and giving people the option. Everett asked about piggybacking a celebratory event for Frosty/25th anniversary. Rhyne suggested maybe a half-day event with a reception.

Gibson asked the board members to reach out to young people to diversify our board membership. Rhyne noted recent efforts to recruit two black women were unsuccessful only because both felt the timing wasn’t right. Evans suggested considering Elliott Robinson as a possible member.

The board talked briefly about Sunshine Week.

With no other business to conduct, the meeting adjourned at 12:20.

Submitted by Megan Rhyne