January 13, 2004 Minutes

Board of Directors Meeting

A meeting of the Board of Directors of the Universal Service Administrative Company (USAC) was held at the USAC office in Washington, DC, on Tuesday, January 13, 2004. Mr. Gumper, Chair of the Board, called the meeting to order at 3:33 p.m. Eastern Time. Ms. Howard, Executive Assistant to the CEO, called the roll. Eleven of the nineteen members were present, representing a quorum:

Thirteen of the nineteen members were present, representing a quorum (there is one vacancy):
Baker, Dave – by telephone	Gumper, Frank – Chair – by telephone
Bryant, Anne – by telephone	Jortner, Wayne – Treasurer – by telephone
Campbell, Anne – by telephone	Parrino, Cheryl – CEO
Cornell, Diane – by telephone	Sanford, Jo Anne – by telephone
Duff, Bridget – by telephone	Talbott, Dr. Brian – by telephone
Eichler, Ed – by telephone
One member joined the meeting in progress:
Askin, Jonathan
Seven members were absent:
Buller, Karen	Jackson, Jimmy – Secretary
Christensen, Doug	Lubin, Joel – Vice Chair
Hess, Kevin	Sanders, Dr. Jay
Hughes, Alison

Others Present for the Meeting:

Name	Company
Howard, Cathy – by telephone	USAC

Action Items

Executive Session:

Board member Mr. Askin joined the meeting during the discussion of this item.

a1.

Selection of the USAC CEO – Confidential & Proprietary – Executive Session Recommended. In accordance with the approved criteria and procedure for conducting USAC Board and Committee business in Executive Session, Mr. Gumper recommended that discussion of this item be conducted in Executive Session because discussion of this matter relates to an internal personnel matter regarding the USAC CEO.

On a motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, That the USAC Board of Directors determines that the discussion of a personnel matter regarding the USAC CEO shall be conducted in Executive Session.

The Board then immediately moved into Executive Session. Mr. Gumper led the discussion explaining that the Search Committee consisting of Ms. Cornell, Dr. Talbott, and himself had unanimously arrived at a recommendation for the new CEO.

On a motion duly made and seconded, the Board unanimously adopted the following resolutions:

RESOLVED, That the USAC Board of Directors accepts the recommendation of the USAC Search Committee to offer the position of Chief Executive Officer of USAC to the recommended candidate and to enter into a contract with the recommended candidate contingent on the approval of FCC Chairman Mr. Michael Powell; and

RESOLVED FURTHER, That the USAC Board of Directors directs that a letter, signed by the Chairman of the USAC Board of Directors, be submitted to FCC Chairman Mr. Michael Powell seeking approval of recommended candidate as its Chief Executive Officer.

Mr. Gumper noted that the name of the person being recommended should remain confidential until after the press release announcing the candidate is issued. He said that USAC staff would inform the Board by e-mail once that occurred.

The Board adjourned from Executive Session and reconvened in open session at 4:05 p.m. to report the discussion and action of the Board during Executive Session.

There being no further business, Mr. Gumper adjourned the meeting at 4:09 p.m.

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Robert W. Haga
Assistant Secretary

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Date

Content Last Modified: April 23, 2004