[Imc-makerspace] Essential mtg on future of public broadband in CU: Tues 7pm in Champaign Council chambers

[Danielle Chynoweth]

The two city councils are meeting jointly Tues 7pm in Champaign council
chambers to discuss a proposal to give the assets of UC2B to a private,
non-profit 501(c)4 organization.

I question strongly why we would hand over $33 million dollars in public
assets to a private entity. According the documents, which I have reviewed
in detail, this new owner will be able to alter its own bylaws, eject
troublesome directors, meet in private with little cause, meet and make
decisions in remote locations, and even take action in writing without a
meeting or any public oversight. If the group decides to dissolve, there is
no provision that the assets would revert to public ownership or give the
public right of first refusal.

Tuesday is the best time to give input.  They will meet and review an
Intergovernmental agreement and bylaws at 7pm and public input is at 8pm.

Final votes on this are next week Aug 5 7pm in Urbana Aug 6 7pm in
Champaign.

Below is a draft of my letter to the councils, written representing myself
not UCIMC, that might give some additional background and ways forward.

You may view the proposed intergovernmental agreement and
bylaws<http://archive.ci.champaign.il.us/archive/dsweb/Get/Document-12564/SS%202013-037.pdf>
.

- Danielle


LETTER TO COUNCILS ON UC2B

Good evening. My name is Danielle Chynoweth and I live at 412 W. Illinois
St. in Urbana.

I have been advocating for universal access in Champaign Urbana for 15
years and advise the FTC and FCC on media policy. In addition to co-owning
Pixo, an IT business in Urbana, I serve on the board of the Independent
Media Center, an active anchor on the UC2B network. We have worked towards
digital inclusion for 13 years and engineered an open source wireless mesh
network used internationally. I served on Urbana City Council from 2001 to
2008 during which I, along with Peter Resnick, spearheaded the Broadband
Access Committee of the the Cable & Telecommunications Commission - the
committee that shepherded the BTOP grant.

I want to commend everyone for your hard work to develop a next generation
network that has the potential to be an economic and educational game
changer in our community. Few in this community yet realize what UC2B can
make possible for us.

I understand we are under a tight deadline to determine the holder of UC2B
assets. I have read the intergovernmental agreement and bylaws in detail
and have specific recommendations that will help us avoid unintended
consequences and ensure the network continues to grow in the public
interest. We, the taxpayers, committed $33 million to this network with
this provision: that it would operate in the public interest.

I support the creation of a non-profit entity to govern and operate the
network. A 501©4 is a flexible vehicle to support growth.

That said, I question strongly why we would hand over $33 million dollars
in public assets to a private entity.  Especially one that can write its
own bylaws, eject troublesome directors, meet in private with little cause,
meet and make decisions in remote locations, and even take action in
writing without a meeting or any public oversight. Worse yet, if the group
decides to dissolve, there is no provision that the assets would revert to
public ownership or give the public right of first refusal.

I am concerned that if we hand over this asset, we lose our ability to use
municipal bonds to grow the network. Fiber networks that seek to be
universal often need an investor or bonds to build out. Courting investors
means we lose control, bonds retain public control and make benefits, such
as surplus, public.

Here are some proposed changes:

*Ownership*

- Create the 501©4 to govern the network but retain public ownership of it
while providing UC2B a long term lease.

- Public ownership is the right direction. If for some reason you decide to
transfer the assets, at the very least make sure the ownership of the
network transfers back to the cities upon dissolution of UC2B. Give the
cities right of first refusal in any sale.

- Sale of the network to a for profit entity should require a public
referendum to ensure the board is good stewards with public funds.

*Appointments and removals*

- The cities and university should retain appointment authority of the
board. The board should not have the option of changing the way the board
is constituted at this point. Although I can see the benefits of gaining
some independence in the future, I think this is a process and should only
be done if there is more transparency and accountability built in.

- UC2B currently has two community representatives, albeit they are non
voting. Under the bylaws, this is not guaranteed. Having board positions
for users or representatives from anchor institutions on the board will
make it stronger and more informed.

- If you choose not to stipulate room for community representatives, I
suggest the bylaws create a standing committee of network users who are
subscribers or affiliated with anchor institutions.

- Remove 4.6 in the bylaws which allows "a Director to be removed *for any
reason for cause* by an affirmative vote of not less than two-thirds (2/3)
of the Directors then entitled to vote; provided, however that such
affirmative vote must include at least one (1) Director appointed by each
of the Appointing Entities." and later says "For this purpose, cause shall
include b*ut not be limited to* malfeasance, unethical or unprofessional
behavior, breach of a duty to the Corporation and/or conduct which prevents
or makes it difficult for the Board to conduct business." This seems to be
unusual language that allows Directors to remove other Directors for
subjective reasons like making "it difficult" for the Board to conduct
business. I think the appointing entities should have this power, not the
board itself. The board has the power of majority vote which should be
sufficient. I see no reason why to include this strange stipulation that
can have the effect of silencing important, minority points of view.

*Public meetings and notices*

- As written, the board can go into closed session for any reason deemed in
the interest of the network with majority vote. I suggest closing the
meetings require 2/3 vote as long as the "yeses" include one vote from each
appointing entity.

- Notices of meetings should be public always. Directors shall (not may)
report periodically to the councils, and meetings must be held in Champaign
Urbana.

- Section 5.12 on Action by Written Consent states: "Any action required or
permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken *without a meeting*, if all members of the
Board of Directors or of such committee, as the case may be, at the time in
office, consent thereto in writing and the writing or writings are filed
with the minutes of the proceedings of the Board of Directors or of such
committee." This should not be allowed by is circumvents the public
meetings clause above. The board can take action without any meeting or
accountability to the public.

As we work through governance issues, I want to remind us that the most
important thing we could be doing right now is ensuring the network is
functional and viable. Just like a business, poor customer service or
public perception can set back our ability to grow. I recommend bringing in
operations consultants - such as Hiawatha Broadband Communications in
Minnesota which has a strong reputation in this regard.

This is a vulnerable time in the creation of the network and we should not
lose confidence in ourselves at this moment. This is not a time to act
hastily and out of fear. It is a time for leadership, vision, and careful
steps that continue to ensure the network can be viable and grow in the
public interest.

Thank you for your attention to these matters.

Danielle
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