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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