In attendance:

• Paul Cross
• George Ellison
• George Zopf
• Robin Collier
• Arnold Lopez
• Patrick
• Finn
• Thos Myers
• Ex-officio member and Executive Director; Cyd Strickland

Bylaws , Articles of Incorporation, and a confidentiality agreement were distributed. The new Board members, George Ellison, George Zopf, Robin Collier, Arnold Lopez, & Thos Myers, were accepted & installed.

The confidentiality agreement was discussed, with concerns raised by George Ellison and Robin Collier on its overly broad provisions. Paul Cross and Patrick Finn emphasized that certain documents and subjects could not be shown or discussed unless confidentiality was maintained. It was moved by Paul Cross and seconded by George Ellison that the agreement be tabled until next meeting when Cyd Strickland would prepare a policy and rational for the agreement. The motion was passed unanimously.

The schedule for next Board meetings and orientation was discussed. It was moved by Thos Myers, and seconded by Robin Collier to hold a Board meeting on Thursday December 5. 1996 from 4:00 - 5:30 PM. The motion was passed unanimously. It was moved by Thos Myers, and seconded by Robin Collier to hold a Board meeting on Friday, December 6. 1996 from 1:00 - 5:30 PM. The motion was passed unanimously. A La Plaza mission statement, a Board qualifications statement and key responsibilities statement were distributed. The mission statement was reviewed and Pat Finn noted he felt that it needed additional wording to emphasize values. The roles and responsibilities of Board members and Officers was discussed. George Ellison suggested that it be altered to add that the Board plans and approves budgets and sets policy. Patrick Finn suggested that this also include setting "operating principals". George Ellison suggested that primary Board responsibilities be changed to read that the Board initiates, reviews and approves budgets. It was agreed that the whole document would be further reviewed at a later time.

New officers of the Board were proposed and discussed. Paul Cross moved and Robin Collier seconded nomination of George Ellison as Treasurer. He was elected unanimously George Zopf moved and Thos Myers seconded the nomination of Robin Collier as Secretary. Robin Collier stated that he would accept only if clerical help was provided in recording transcribing the minutes of the meeting and this was accepted by the nominators. With this provision, he was elected unanimously. Robin Collier moved and Thos Myers seconded the nomination of Arnold Lopez as Vice President. He was elected unanimously. Robin Collier moved and George Ellison second the nomination of George Zopf as President. He was elected unanimously.

Robin Collier presented a request for information for the Board from staff. George Ellison moved and Thos Myers seconded a motion that the Staff examine the following information requests, provide each item to the Board, or report when each could be made available:

• A current financial statement, including a balance sheet, year to date income statement, list of current payable and receivable, balances remaining on current grants and a report on the state of current accounting system in place and/or under consideration.

• A budget and cash flow projection through the end of 1997.

• All existing grants received and all reports made to granting sources.

• All currently pending grant proposals.

• Short (1-3 paragraphs each) descriptions of all grants proposals in preparation.

• Brief (1-3 paragraphs each ) status reports on all current joint projects in progress with other organizations, such as schools, clinics, libraries, etc.

• Brief (1-3 paragraphs each ) status reports on current in house staff projects.

• Report on where and how current vacant job positions have been advertised and status of the response.

• All contracts and agreements entered into by La Plaza, either for employment, services, lease or other purposes, including non-disclosure agreements. Minutes of the Board meeting show how each contract was approved or, if made by the Executive Committee, the ratification of each contract, should be attached to each contract.

• Minutes of all past closed and open meetings of the Board and the Executive Committee, showing all actions taken.

• Status of all current employees, including current job descriptions.

• All policies and procedures adopted by La Plaza.

• A copy of the current bylaws and a record of all changes made to them.

• Brief status report on any litigation involving La Plaza.

The motion was passed unanimously.

Paul Cross distributed a draft of policies for the Board to consider for future adoption.

George Ellison distributed a statement describing his concerns about risking La Plaza's 501-c-3 status, non-performance of grants, pending litigation, and lack of financial control. He proposed that the first priority of the Board should be to gain financial control of La Plaza. He moved and Robin Collier seconded that it be resolved that:

There will not be any expenditure of any La Plaza Telecommunity Foundation managed funds, for any grant, for any project, or for any administrative activity, until that expenditure is included in a month by month expense budget associated with persons and objectives, and approved by the La Plaza Board of Directors.

Discussion followed on the difficulty of producing such budgets, the progress being made on bringing the accounting up to date, and the need to move forward on hiring and projects in progress. Both amended the resolution to state that it shall remain in effect until the close of the meeting on Friday December 6, when, if budgets had been presented, the resolution could reviewed and altered, if desired by the Directors. The amended resolution was passed unanimously.

It was moved by Robin Collier, seconded by George Ellison and passed unanimously to adjourn the meeting at 6:10 PM.

Respectfully Submitted;                 Adopted by the Board

Robin Collier	                        December 19, 1996

Secretary of the La Plaza Telecommunity Foundation Board