Friday, December 12, 2014

Happy Halloween 2013 - Melodie Wing speaks to Selectmen about Amending By-Laws


BOARD OF SELECTMEN MEETING   OCTOBER 29. 2013
BUSINESS
WinCAM - Request to Amend By-Laws - Melodie Wing, President
Ms. Wing read the following statement into the record for the evening:
WinCAM's Board has voted to adopt several amendments to its by-laws. Before these amendments go into effect, our members will vote on them at our annual meeting in November; and, in addition, according to our by-laws the Board of Selectmen have an opportunity to consider our proposed amendments. WinCAM's Board is not a town board, but the board of a non-profit corporation organized under Chapter 1 80 of the Massachusetts General Laws in accordance with Federal Internal Revenue Code section 501 (c)(3).
Ms. Wing explained that this is important to note because her own background is in working with non-profit entities. Some of the things that it is hoped will be addressed by the by-laws are those things that have never sat right.
Ms. Wing indicated that the first area of concern relates to the reason why WinCAM feels it should be increasing the size of its board.
As WinCAM continues to improve upon its services to the Town, coverage of more town boards, more public hearings, having special programs that relate to issues of importance to the Town, increased coverage of programs of interest to senior citizens and of youth sports, we have added additional staff and continue to work at increasing our volunteer producer base. We are giving more Town residents opportunities to create their own programming and have greatly increased the amount of hours of cable programming available each day. -
We have felt for some time that our current board is too small. It is helpful for most non-profits to draw on the expertise of a wide-range of individuals, legal, financial, marketing, fund-raising, personnel, just some of the areas that non-profit organizations have expertise in. In addition to being able to draw on a greater range of expertise with a larger board, we also will benefit from having a broader range of viewpoints on how WinCAM can best serve the Town of Winchester if we have more people on the Board. Compared to other non-profits in Winchester, WinCAM's board is quite small. For example, the board of the Music School has eighteen members; the board of WFEE has seventeen members. I've also looked at the size of other public access boards from approximately twenty-five different communities. The number of board members ranges pretty much from seven to fifteen, with nine being pretty much the norm. One was smaller than WinCAM at four; and one has a board of twenty-seven members, quite a range. All are non-profits as opposed to being an entity of the city/town.
The other area of question had to do with language in the current WinCAM By-laws regarding the Open Meeting Law. What WinCAM has proposed is the elimination of the language that currently exists in the By-laws that references the Open Meeting Law and replaces it with language that says "At least three meetings during the course of the year would be open to the public."

Ms. Wing informed the Board that the reason that WinCAM chose to go in this direction is that the current bylaws require WinCAM to have at least three regular meetings during the course of the year, all of which must be open to the public.




Ms. Wing reiterated that WinCAM is not a town board. She referenced a ruling from the Massachusetts Attorney General's Office that WinCAM is not subject to the Open Meeting Law. WinCAM feels that the current language in the By-Laws curbes ambiguity. If the Open Meeting Law is just a guideline, then the WinCAM board should be able to meet by telephone, something that Chapter 180 of Massachusetts General Laws specifically allows non-profits to do. Ms. Wing noted that if WinCAM is required to follow the Open Meeting Law, the WinCAM board must meet in such a way that the public is able to participate unless the Board is in executive session. She informed the Selectmen that she personally feels that the current language is ambiguous, as it states that the WinCAM board "must follow" the Open Meeting Law as a guideline. She indicated that it is not clear to her whether the Open Meeting Law is something that must be followed, or is just a guideline. She explained that this is the ambiguity that WinCAM would like to have cleared up.
Ms. Wing informed the Board that in the ten years that she has been a member of the WinCAM board, not one member of the general public has ever attended a board meeting. She noted that members of WinCAM have attended meetings, but not from the general public; no one has ever been turned away from an open session.
Ms. Wing explained that WinCAM feels that the language proposed in the amendment is consistent with the bylaws and WinCAM would want to continue to have a minimum number of meetings open to the public. She pointed out that it has been suggested that having all meetings open to the public provides oversight of an organization that receives funding through public contract. She suggested that the public oversight and accountability is already in place whether the public attends or not. As a non-profit, WinCAM annually files form PC with the Massachusetts Attorney General's Office, as well as Form 990 with the Internal Revenue Service; both filings are available for review by the public. Because WinCAM is a Chapter 180 organization, WinCAM falls under the supervision of the Massachusetts Attorney General's Office. Two WinCAM board members are appointed by the Board of Selectmen, and one more is appointed by the Superintendent of Schools. She noted that the Board also has the ability to recall any of its appointees at any time and WinCAM cannot amend its bylaws without first running the changes by the Board of Selectmen. All WinCAM board members must be residents of Winchester, and the idea of increasing the size of the board allows more resident voices to be heard, as well as there being more accountability to the residents.
Ms. Wing pointed out that all types of non-profits receive money from public contracts, yet are not required to follow the Open Meeting Law. She indicated that WinCAM wants to be responsive to the needs of Winchester residents and pointed out that being allowed to meet by telephone without including the public or giving notice to the public as required by the Open Meeting Law, allows the WinCAM board to be responsive should a situation arise that requires immediate action by the Board. Deleting the language from the current bylaws removes the uncertainty as to whether or not such action taken by the board is valid.
Ms. Wing referenced the language that allows for telephone participation and informed the Board that this language comes directly from Chapter 180. The language relative to the validity of the board's actions is also from Chapter 180.

In response to Selectman Fontana's request for clarification, Town Counsel explained that since the document is stamped in on October 1st the Board of Selectmen has forty-five days in which to take action. He referenced section 2 -• Tenure and Qualifications — last paragraph which reads, "Notwithstanding the foregoing, the WinCAM Board of Directors may, at a future date, increase the size of the Board to up to 15, in such manner and with the selection of additional Directors as the sitting Directors deem appropriate." Town Manager indicated that his assumption is that should this situation occur, the WinCAM directors would be required to come back to the Selectmen for their approval.




Ms. Wing indicated that the directors could come back. Town Counsel indicated that while the request this evening ia to increase the number of directors to nine (9), the directors would like to reserve the right to further increase the membership to fifteen (15), and in his opinion, this would require approval from the Board of Selectmen. Ms. Wing agreed that this would be done, however the verbiage is written as it is so that the directors do not have to come back to the Board of Selectmen. Town Counsel explained that in his opinion, the Board of Selectmen should not approve either a nine member board or a fifteen member board, the choice of one should be made. He requested that the last paragraph be stricken from the amendments.
Ms. Wing recalled that when the WinCAM directors started this process the goal was to increase the membership of the board, along with the appropriate clean-up language. She informed the Board that she has always been troubled by some of the language related to meetings being open to the public. She indicated that if the Board of Selectmen agrees with some of the requested changes but not with others, that information can be relayed to WinCAM. Selectman Fontana noted that the WinCAM annual meeting is November 13th, therefore any changes to be made have an associated back and forth. He questioned whether the WinCAM directors have authorized Ms. Wing to negotiate with the Selectmen, or prospective changes would be brought back to the directors for their approval. Ms. Wing indicated that she would bring proposed changes back to her board.
As far as how public concerns would be addressed, Ms. Wing explained that meetings would be staggered throughout the year. Selectman Johnson indicated that he would like to see a process developed for a member of the public to address the WinCAM board, as well as approximate dates that the public meetings would be held, i.e., every four months. Vice Chairman Wilson pointed out that a part of the Open Meeting Law is having minutes of a meeting available for public review. She asked if the WinCAM meetings would have minutes available for public review for those meetings that are not open to the public. Ms. Wing explained that this has been WinCAM's goal for some time, however things are not currently at that point. She noted that WinCAM is a first amendment organization, therefore it is important that the public be included in the process. Ms. Wing pointed out that the directors have found on occasion the need to meet but not have the ability to follow the Open Meeting Law requirements. The Vice Chairman suggested that any meeting, whether public or not, have minutes available for public review.
Ms. Wing informed the Board that the WinCAM directors meet approximately once per month, and if possible, not during the summer months. Selectman Johnson questioned whether it would be reasonable to request that a response to an inquiry be made by WinCAM within thirty (30) days. Ms. Wing suggested a forty-five (45) day response time to accommodate schedules. Selectman Grenzeback agreed that nine directors is a good number for the WinCAM board. He suggested that WinCAM consider broadcasting their meetings, keeping a public line available for remote participation.
WinCAM Request to Amend By-Laws

Selectman Johnson suggested that the Board veto the request made to change the number of WinCAM board members and request that they reconsider the items of concern to the Selectmen. Town Manager summarized the issues of concern, i.e., number of WinCAM board members and who appoints them, whether WinCAM continues to use the Open Meeting Law as a guide when conducting meetings, agreeing with the proposal that at least three meetings would be held in this regard. The Board agreed with the request to increase the number of directors to nine, but no to the request to allow an increase to fifteen directors. The Board agrees with the suggestion to hold a minimum of three WinCAM Board of Directors meeting per year that would be open to the public at anticipated times. Selectman Grenzeback further suggested that a telephone line be provided during



meetings to allow remote participation by directors.    He also requested that WinCAM provide published meeting minutes.
*Motion:            That the Board of Selectmen veto all amendments requested in the
letter from the WinCAM Board of Directors dated October 1, 2013 with the exception of Article 3, section 2 approving an increase in the directors to nine (9) in number. Johnson — Wilson
In favor:           Grenzeback, Johnson, Wilson
VOTED.

Opposed:           Fontana, Marmon

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