VCOG board meeting minutes, 11/21/08

Virginia Coalition for Open Government
(Draft) Minutes, Fall Board Meeting
Friday, November 21, 2008
Virginia Press Association
Glen Allen, VA

Present: Wat Hopkins, president; Dorothy Abernathy, vice president; Harry Hammitt, treasurer; Ed Jones, secretary; Lee Albright; Paul Casalaspi; Lucy Dalglish; John Edwards; Jane Elizabeth; Waldo Jaquith; Peter Maroney; Lawrence McConnell; John Moen; Patricia O'Bannon; Matt Paxton; John Schick; Rod Smolla; Ginger Stanley, Virginia Press Association; Doug Easter, Virginia Association of Broadcasters; Megan Rhyne, executive director.

President Hopkins called the meeting to order at 10:03 a.m. New board members Paul Casalaspi, Waldo Jaquith and Patricia O'Bannon were noted.

John Edwards reported on behalf of the Nominating Committee. He pointed out that the issue of expired terms for some board members had not been addressed at the last meeting. He proposed that, on a onetime basis, those whose terms expired at the end of 2007, as well as those whose terms expire at the end of 2008, be approved for new terms. The re-election of the at-large members would be subject to ratification by the membership at next year's annual meeting.
Those board members are Dorothy Abernathy (VAB), Lawrence McConnell (VPA) and at-large members Craig Fifer, Pam Luecke and Rod Smolla, whose terms expired at the end of 2007. Also included are these board members whose terms expire at the end of 2008: Peter Maroney (VAB), Ed Jones (VPA), Matt Paxton (VPA) and at-large members Lee Albright, Harry Hammitt, Wat Hopkins, Tom Moncure and Bob O'Neil. Jones' and Paxton's renominations have not yet been confirmed by the VPA board. Each of the new terms is three years from the time of expiration.
The motion from the Nominating Committee was approved unanimously.

Edwards also moved on behalf of the Nominating Committee the following slate of officers for 2009 and 2010: Lawrence McConnell, president; Dorothy Abernathy, vice president; Peter Maroney, treasurer; and Ed Jones, secretary. Jones will serve while the committee searches for a successor as secretary.
The motion was approved unanimously.

On behalf of the Executive Committee, Hopkins proposed changes in the bylaws, affecting Sections 2 and 3, as well as Section 6.
The first set of changes would increase the Board of Directors from "no more than 23 members" to "no more than 27 members." The number of at-large directors would increase from "up to 13" to "up to 15." Also, it would be made clear that the executive directors of VPA and VAB, or their designees, are voting members of the board.
The intent of the changes is to conform to current practice, since the VAB and VPA executive directors have been voting. The at-large and overall board memberships would increase to keep the proportion of at-large members about the same for the full board.
Patricia O'Bannon asked if the larger numbers would make it more difficult to attain a quorum. Hopkins noted that a board meeting has never been canceled due to lack of a quorum.
Lucy Dalglish said she supported the proposed increase in board members, feeling it was an exception to the general rule that larger boards can be more cumbersome and problematic.

The second proposed bylaw change would make clear that the VPA and VAB executive directors or their designees are members of the Executive Committee also a current practice.
John Edwards said he could not recall whether the original intention was for the executive directors to serve on the Executive Committee. Dalglish said a seven-member Executive Committee might be too large. It was noted that the new president of VCOG is likely to set up a Bylaws Committee to review all the bylaws.

Both proposals on the bylaw changes were passed unanimously, and will be submitted to the membership at the next annual meeting.

Peter Maroney moved acceptance of the minutes of the spring 2008 board meeting. The motion passed unanimously.

As part of the Finance Committee discussion, Matt Paxton noted that the VPA board encourages VCOG to search for independent accounting assistance, rather than relying on VPA staff. The VPA board feels this would be good for both organizations. The VCOG budget has grown and there is a need for more controls and checks on the disbursement and handling of funds.
Megan Rhyne recommended one firm in the Williamsburg area that could provide appropriate assistance in this area.
After discussion, it was proposed that the matters of accounting assistance and audits be referred to the Finance Committee and to incoming Treasurer Peter Maroney.
On a motion by Lucy Dalglish, seconded by Matt Paxton, the Executive Committee was empowered to act on whatever recommendations come out of the Finance Committee.

In her Financial Report, Megan Rhyne noted that some numbers for the 2007-08 fiscal year disbursements and receipts have been revised upon review. The proposed budget for 2008-09 provides for a one-person staff, with $5,000 set aside for accounting services. One thousand dollars is allocated for ads and marketing for new members.
In related matters, Rhyne provided information on VCOG's endowment funds, and on her research into fees for VCOG's online, credit-card service.

After discussion, Lucy Dalglish moved, with Dorothy Abernathy seconding, that the 2008-09 budget be approved. The motion passed unanimously.

Peter Maroney suggested it would be helpful to have representatives of SunTrust, which handles VCOG's investments, attend the next board meeting, and perhaps confer with the Finance Committee via conference call.

Rhyne noted applications from 10 individuals to become new members of VCOG. The motion to approve the applications was unanimous.

In new business, it was noted that the incoming president will decide on possible new committees, which probably will include a Bylaws Committee and an Audit Committee.

Rhyne noted that she has applied to the CreateAthon program at Virginia Commonwealth University. If VCOG is accepted, the free program over spring break will involve students offering ideas to VCOG on a unified look for marketing, including such items as logo, stationery, posters or brochures.

Rhyne reported on citizen requests for information over the past few months. Abernathy suggested it would be helpful to add a question to the on-line form asking the questioner where he or she heard of VCOG. Rhyne indicated that question could be added without difficulty.

It was suggested that board members should all become personal members of VCOG, whether or not they already are members by virtue of their employer being an organizational member.

Incoming President McConnell said he planned to have committees ready to hit the ground running at the beginning of the new year. Committees will be open to all members of VCOG, not just board members.

On the subject of exchanging VCOG’s mailing list with other organizations, McConnell said he had reservations. Abernathy suggested that before exchanges could be done VCOG would need to devise an opt in/opt out procedure for members.

Rhyne offered a preview of a number of proposals to change open-government laws that may be discussed by the FOI Advisory Council or submitted to the 2009 General Assembly.
A proposal from Prince William County government would alter the law requiring disclosure of government salaries for those individuals earning more than $10,000. The proposed change would either set a higher minimum salary (e.g. $100,000) or specify that only managers would be on the publicly disclosed list.
A proposal from Loudoun County would address the issue of when correspondence among public officials is personal and when it is public.
Another proposal deals with the definition of "trade secrets" in the FOI Act.

Lucy Dalglish recommended that VCOG "make a splash" in letting the public know that Megan Rhyne is the executive director of the organization. Dalglish suggested this could be done by press release.

Discussion ensued on whether the annual meeting, held in May this year, should continue at that time of year or switch back to the fall. Pros and cons were noted of both options.

Possible candidates for new at-large board positions were discussed, including former VCOG Executive Director Frosty Landon and more representatives from Northern Virginia.

The meeting was adjourned at noon.

Respectfully submitted,

Ed Jones