[Peace-discuss] Fw: [Discuss] Essential mtg on future of public broadband in CU: Tues 7pm in Champaign Council chambers

[David Green]

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>From: Danielle Chynoweth <chyn at ojctech.com>
>To: "imc-makerspace at lists.chambana.net" <imc-makerspace at lists.chambana.net>; "discuss-communitycourtwatch at lists.chambana.net" <discuss-communitycourtwatch at lists.chambana.net>; Closed list for IMC Board of Directors Discussion <imc-boardofdirectors at lists.chambana.net> 
>Sent: Monday, July 29, 2013 1:54 PM
>Subject: [Discuss] Essential mtg on future of public broadband in CU: Tues 7pm in Champaign Council chambers
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>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. 
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>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.  
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>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. 
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>Final votes on this are next week Aug 5 7pm in Urbana Aug 6 7pm in Champaign. 
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>Below is a draft of my letter to the councils, written representing myself not UCIMC, that might give some additional background and ways forward. 
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>You may view the proposed intergovernmental agreement and bylaws.
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>- Danielle 
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>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. 
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>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.
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>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.
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>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 but 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.
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>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.
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>- 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.
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>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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