AGENDA, MINET Board Meeting
November 29, 2018, 7:45 AM,
Henry Hill Educational Service Center, 750 S 5th St, Independence, OR
Opening & attendance
Minutes of 11-01-18. Suggested change to minutes (Mason): The request concerning the status of prior litigation was made by Mike Lodge, not by Bob Mason.
· Finance Committee: no meeting, no report
· Financial Director’s report (Cooper)
· CSR/Sales Manager’s report (Saunders)
· Operations report (Armstrong)
· GM’s report (Patten)
Open Session Discussion/Action Agenda:
· Volunteer Insurance Coverage Resolution for CIS (Morton/Cooper)
· Staff Compensation (Ritchey)
· Follow-up from last meeting with Attorney:
1. Presenting data in Executive Session
2. WVF Update
3. Update on litigation
Executive Session “The MINET Board will now meet in executive session pursuant to ORS 192.660(2)(f) , which allows the board to meet in executive session to consider information or records that are exempt by law from public inspection, and ORS 192.501(2), Trade secrets. "Trade secrets," as used in this section, may include, but are not limited to, any formula, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to certain individuals within an organization and which is used in a business it conducts, having actual or potential commercial value, and which gives its user an opportunity to obtain a business advantage over competitors who do not know or use it, and ORS 192.660(2)(i) Performance Evaluations of Public Officers and Employees.
Representatives of the news media and designated staff shall be allowed to attend the executive session. All other members of the audience are asked to leave the room. Representatives of the news media are specifically directed not to report on or otherwise disclose any of the deliberations or anything said about these subjects during the executive session, except to state the general subject of the session as previously announced. No decision may be made in executive session. At the end of the executive session, we will return to open session and welcome the audience back into the room.”
Business out of Executive Session
December meeting is scheduled for December 27, 2018, at 7:45 AM at HHES
MINUTES, MINET Board Meeting
November 1, 2018, 7:45 AM, HHES, Independence, OR
Board: Present: Michael Hicks, Bob Mason, Scott McClure, Mike Lodge
Not Present: David Ritchey, Jon Carey, Ex-Officio member David Clyne
Financial Advisory Committee: Gary Van Horn
Staff: Don Patten, Jason Saunders, PJ Armstrong, John Cooper, Marilyn Morton
Guests: Randy Lowery
Minutes of 7-26-18 and 8-30-18 meetings. Bob Mason moved to accept both sets of minutes, Scott McClure 2nd, motion passed unanimously.
Public Comment: None
Board Business: None
· Financial Director’s report. John Cooper gave the report on the financial package he presented to the board, with the following highlights:
The cost for damages done by another contractor to MINET equipment/fiber on Highway 99 is under negotiations for repayment.
Debt Service Forecast: The forecast for the end-of-May payment due to the cities is significantly exceeding the budget, and exceeds what was done last fiscal year.
· CSR/Sales Manager’s report. Jason Saunders reported on activity for both MINET and Willamette Valley Fiber:
The New Student feed at WOU was attended by over 600.
Bi-Mart night was attended by 300 people and MINET had a well-located booth.
The “Chocolate for Charity” drive in Dallas, put on by the Dallas Chamber, was won by WVF.
He shared WVF marketing pieces. There is only one billboard in Dallas and it is unavailable. But the shopping cart advertising at Safeway gets 20,000 views. WVF’s ad and logo will be on those carts next month.
Jason has spoken at the Dallas Downtown Association meeting.
Wednesdays at the Dallas Cinema will be WVF Wednesday where all patrons receive $1 off admission. This is currently without cost to WVF.
The BOD was shown graphics for the WVF van. One of the MINET Ford Rangers will match.
WVF has toured Family Building Blocks which ash been in Dallas just over a year.
Jason has been booked to speak at Rotary next summer.
The Dallas Hospital wants TV service from WVF.
Presales: The only negative condition appears to be resistance to change; so far community response overall is very favorable.
Monmouth resident and MINET supporter Bodie Bemrose has purchased two significant large buildings in Dallas: The Carnegie building and the old (Guy’s) hardware store.
BOD suggestion: prepare a WVF “show and tell” for those who are resistant to change.
· Operations report. PJ Armstrong reported that:
The GPON conversion continues to go well. Geographically we are at 100% except for some of the bulk apartments. There are benefits to the end users, benefits to Operations, trouble-shooting is much easier which leads to even better customer service. There are also fewer truck rolls which cost and average of $75 just to turn the key.
Core router replacements – the agreement is in place and PJ is happy with the contractor’s work. He anticipates completion in January. MINET and WVF/AFO will have shared costs in this project.
The “head end” in Dallas – a self-contained cabinet - should be lit up by the end of November. When complete it will be inside a structure with a 6’ chain link fence. It is in the parking lot of the old Radio Shack building. WVF has a 5 year lease on the building, which is already paid in full, and a 50 year lease on the cabinet space.
Damages to MINET equipment/fiber on Highway 99 were done by another contractor, causing significant Monmouth outages. Repairs were all done by 10 AM the next morning.
The GM noted the gesture by Monmouth City Hall during the outage – a card and donuts sent to MINET with a note, “We’re sorry somebody broke your internet” - was very helpful. Many thanks.
Re. the outage that occurred at 6 PM last Thursday night in Independence: the guys worked until 1 AM, and began again the next morning. The outage affected about 350 people and was cleared before noon the next day. The culprit was a squirrel that had gotten into a riser by the skate park. Pictures were distributed. Squirrel chew is a challenge that comes with this business.
Scott McClure delivered the BOD’s compliments on the work of MINET and its staff and all the work they have recently undertaken.
· GM’s report:
Don Patten began by saying that there would be no report in open session of sales numbers. For several months Charter has been receiving the numbers immediately following board meetings. He is not inclined to share any information with competitors, and is alarmed that information has been getting to them so quickly.
When asked if there was suspicion of source, he had none. He does know that information leaves the BOD meeting and is almost immediately in Charter’s hands. Scott suggested re-evaluation by the BOD of the “government” side of things and to not be so open with sensitive information.
Don asked the BOD for their advice.
Mike Lodge agreed that we must be sensitive to what we do and how much of this information can be presented publicly.
The BOD really just needs basic assurance that bills are being paid and business is happening. Please have Chad Stokes (attorney) give us legal advice on how to move forward with presentation of sensitive information, with consideration of ORS.190.
The BOD asked for MINET to build a “need to know” and “nice to know” list and bring it back to the next meeting for consensus/approval. The list should be pre-approved by Chad.
Strategic Plan Check-in: the report was given via power point and narrative. A written report was then delivered to each BOD member present.
Open Session Discussion/Action Agenda:
· Volunteer Resolution for CIS. The resolution as it has been signed in the past was reviewed by the BOD chair. Discussion ensued. Bob Mason and Scott McClure both discussed what the cities do – establish an “assumed wage” at which volunteers are covered. John Cooper said the categories under which volunteers might work are very low, and does not believe the additional cost for coverage would exceed $1-200 per year. MINET has had no known volunteer claims. The Chair will sign the current resolution which will be sent to CIS. However, the BOD asked for a new resolution to be prepared and brought back to the next meeting that would allow for volunteer coverage, along with an estimate of cost.
· Financial Committee Application. Matt Duluk applied for membership to the Financial Advisory Committee. His membership was referred by FAC member Ben Meyer, and endorsed by FAC Chair Gary Van Horn. Michael Hicks moved to approve Matt Duluk’s membership to the Financial Advisory Committee., Scott McClure seconded. The motion passed unanimously.
· Bob Mason asked about the request made concerning status of prior litigation. The chair said that everything has been resolved; Bob hoped to get a final report just to “close the loop.” The BOD consensus was to contact Chad Stokes (attorney) and have him prepare a memo for the BOD concerning the status of all prior litigations.
Executive Session. The GM said there was no need for an Executive Session at this meeting. Restriction of presentation of sales numbers and detailed financial information to Executive Session will be considered at a future BOD meeting.
Adjournment: Michael Hicks moved to adjourn. The chair adjourned the meeting at 8:50 AM.
November meeting will be held Thursday, November 29, 7:45 AM at HHES
December meeting is tentatively scheduled for Thursday, December 27, 2018, at HHES