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October 19, 2004 Minutes
Board of Directors Meeting
The quarterly meeting of the Board of Directors of the Universal Service Administrative Company (USAC) Board of Directors was held at the USAC office in Washington, DC on Tuesday, October 19, 2004. Mr. Gumper, Chair of the Committee, called the meeting to order at 9:09 a.m. Eastern Time. Ms. Lamoureux, Executive Assistant to the USAC CEO, called the roll.
| Eighteen of the nineteen members were present, representing a quorum: |
| Baker, Dave |
Hess, Kevin |
| Bryant, Anne |
Hughes, Alison – by telephone |
| Buller, Karen |
Jackson, Jimmy – Secretary |
| Campbell, Anne |
Jortner, Wayne - Treasurer |
| Christensen, Doug – by telephone |
Lubin, Joel – Vice-Chair |
| Cornell, Diane |
Sanders, Jay |
| Duff, Bridget |
Sanford, Jo Anne |
| Eichler, Ed |
Talbott, Brian |
| Gumper, Frank – Chair |
Zaina, Lisa - CEO |
Other Board members and Officers of the Corporation present: |
| Barash, D. Scott – Vice President and General Counsel |
| Blackwell, Mel – VP, Rural Health Care and External Communications |
| Carmichael, Mark – Assistant Treasurer, VP Finance |
| Flannery, Irene – VP, High Cost & Low Income Division |
| Haga, Robert – Assistant Secretary; VP, Strategic Planning and USAC Operations |
| McDonald, George – VP, Schools & Libraries Division |
| Scott, Wayne – VP, Internal Audit Division |
Others present for the meeting: |
| Name: |
Company: |
| Bancroft, Royce |
USAC |
| Caroll, Kristy |
USAC |
| Davis, Craig |
USAC |
| Dinwiddie, Paula |
USAC |
| Divak, Helen |
Telcordia |
| Faunce, Donna |
USAC |
| Goff, Liz |
USAC |
| Hill, Bill |
FCC |
| Lamoureux, Renee |
USAC |
| Majcher, Karen |
USAC |
| Miller, Linda |
USAC |
| Parry, John |
NSI |
| Rodriguez, J |
FCC |
| Schultz, Cynthia |
USAC |
| Spiller, Bob |
USAC |
Action Items
a1. |
Approval of the Minutes. On a motion duly made and seconded, the Board approved the minutes, as distributed, of the USAC Board of Directors meeting of Tuesday, July 20, 2004.
|
| a2. |
Reports from the Committee Chairs. Each of the Chairs of the USAC programmatic Committees reported on issues discussed and action taken by each Committee since the July 2004 quarterly meetings: The minutes of each Committee meeting provide a full accounting of the discussions and actions taken by the Committees. |
| a3. |
Appointment of a Nominating Committee and Direction to Committees for the Appointment of Committee Chairs and Committee Vice-Chairs. Mr. Zaina introduced this item seeking nominations for appointment to the USAC Nominating Committee.
On a motion duly made and seconded, the Board adopted the following resolutions:
RESOLVED, That the USAC Board of Directors establishes a Nominating Committee for the purpose of recommending to the USAC Board of Directors at its January 2005 meeting nominations for the elected USAC officer positions and to bring to the USAC Board of Directors at the anticipated December 2004 special Board meeting recommendations for Committee appointments for new Board members; and,
RESOLVED FURTHER, That the USAC Board of Directors appoints Mr. Frank Gumper as Nominating Committee chair, and Ms. Jo Anne Sanford and Ms. Bridgett Duff, as members of the Nominating Committee; and,
RESOLVED FURTHER, That the USAC Board of Directors directs each Committee of the USAC Board of Directors to bring to the Board of Directors at its January 2005 meeting nominations for a chair and vice chair of each respective Committee. |
| a4. |
Approval of the USAC Education and Communication Plan. Mr. Gumper provided a background of the Board’s request to create a communication vehicle after evaluating outreach needs. Ms. Zaina introduced the proposed education and communications plan to the Board providing a summary of the plan which, if adopted, will be a means to better educate stakeholders in the programs.
On a motion duly made and seconded, the Board adopted the following resolution:
RESOLVED, That the USAC Board of Directors authorizes adoption and implementation of the proposed Education and Communications Plan. |
| a5. |
Revised 2004 Annual Consolidated Budget. Mr. Carmichael reviewed the revised 2004 Annual Consolidated Budget for the Board indicating the revision was required due to a change in the HCLI programmatic budget..
On a motion duly made and seconded, the Board adopted the following resolution
RESOLVED, That the USAC Board of Directors accepts the recommendation of the USAC Executive Committee to approve a 2004 annual USAC consolidated budget of $76,031,900. |
| a6. |
Selection of Group Health and Insurance Vendor – Confidential and Proprietary – Executive Session Recommended. In accordance with the approved criteria and procedure for conducting USAC Board and Committee business in Executive Session, USAC management recommends that discussion of this item be conducted in Executive Sessionbecause discussion of this matter, which relates to USAC’s procurement strategy and contract negotiations, and public disclosure of the matters discussed in this paper would compromise USAC’s negotiation strategy to the detriment of the corporation and the Universal Service Fund.
On a motion duly made and seconded, the Board adopted the following resolution:
RESOLVED, That the USAC Board of Directors determines that discussion of the selection of a vendor to provide group health and employee insurance benefits shall be conducted in Executive Session. |
See Executive Session for a report of the discussion and action taken on this item.
| a7. |
Approval of the 1st Quarter 2005 USAC Common and Consolidated Budgets and Information on the Estimated 2005 Annual Budget. Mr. Carmichael introduced the estimated 2005 annual budget to the Committee answering questions from the Board regarding the allocation of costs. Mr. Haga explained the request for staff increases in Information Technology related to the need to support various requirements associated with the government accounting order.
On a motion duly made and seconded, the Board adopted the following resolution:
RESOLVED, That the USAC Board of Directors approves a 1st Quarter 2005 USAC common budget of $6,203,600; and
RESOLVED FURTHER, that the USAC Board of Directors to approve a 1st Quarter 2005 USAC consolidated budget of $29,190,800. |
| a8. |
Approval of 1st Quarter 2005 Revenue Projections for the December 2, 2004 FCC Filing. Mr. Carmichael reviewed the preliminary estimate with the Board.
On a motion duly made and seconded, the Committee adopted the following resolution:
RESOLVED, That the USAC Board of Directors, having reviewed at its meeting on October 19, 2004, a summary of the current status of the December 2, 2004 FCC filing requirements, authorize USAC staff to proceed with the required December 2, 2004 filing to the FCC on behalf of USAC using a preliminary estimate of $18,699.412 million for the Universal Service Fund contribution base. Staff may make adjustments in accordance with the approved $1.25 billion variance threshold. |
| a9. |
Biennial Review and Approval of USAC Employee Ethical Standards. Mr. Barash provided an overview of the clarifying modifications proposed to the current Statement of Ethical Conduct for Employees and related provisions. Mr. Barash reported to the Board that he frequently consults with employees regarding ethics matters and that he was not aware of any violations of USAC’s employee ethical standards since the last Board of Directors review.
On a motion duly made and seconded, the Board adopted the following resolution:
RESOLVED, That the USAC Board of Directors accepts the recommendations of the USAC Executive Committee that the current Statement of Ethical Conduct for Employees be modified as recommended by staff. |
| a10. |
Miscellaneous.
- Solicit Ideas for January Agenda. Mr. Gumper reminded members that they may offer suggestions for agenda items at each quarterly meeting or by contacting him or Ms. Zaina between quarterly meetings.
- Approval for Reimbursing a Board Member to Attend an Event Other Than a USAC Board or Committee Meeting or Event. Mr. Gumper introduced this item. He stated that he is requesting reimbursement from USAC for expenses has incurred and will incur for attending USAC business related business in Washington, DC to conduct USAC business during the rest of 2004. The USAC Board Chair has been required to attend meetings and other activities in Washington, DC on behalf of USAC. Recent and upcoming examples include a deposition in a bankruptcy litigation matter testimony at a U.S. Senate hearing in Washington, DC. Because of issues like these and the ongoing discussions regarding government accounting, Mr. Gumper requests Board approval for USAC to reimburse him for reasonable expenses associated with his travel to Washington, DC to conduct USAC business during the rest of 2004.
On a motion duly made and seconded, the Board adopted the following resolution; Mr. Gumper abstained:
RESOLVED, That in accordance with the Procedures for Requesting Approval and Reimbursing a Member of the Board of Directors for Expenses Incurred in Conducting USAC Business other than Board of Directors Meetings approved by the USAC Board of Directors, the USAC Board of Directors authorize the Corporation to reimburse the USAC Chairman of the Board, Mr. Frank Gumper, for travel expenses incurred by him to visit the USAC Washington, DC office during the months of October, November, and December 2004 in order to attend to USAC business.
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At 11:03 a.m., on a motion duly made and seconded, the Board voted to move into Executive Sessionfor purposes of discussing the confidential and proprietary items as noted above.
Executive Session
| a6. |
Selection of Group Health and Insurance Vendor – Confidential and Proprietary – Mr. Haga presented USAC management’s recommendation for the selection of a vendor to provide group health and employee insurance benefits.
On a motion duly made and seconded, the Committee adopted the following resolution:
RESOLVED, That the USAC Board of Directors approve the selection of The Guardian to provide medical, dental, vision, and prescription insurance coverage, Genworth for Life Insurance, AD&D, Short Term Disability, and Long Term Disability coverage, and HFS for Flex Saving Account and COBRA administration for employees. |
| i7. |
Report on Financial Matters and Corporate Operations Issues. Mr. Gumper provided the Committee with a report on the recent hearing at which he testified before the Senate Committee on Commerce, Science & Transportation, as well as recent discussions with the FCC regarding USF financial matters. |
| i8. |
Summary of Management Consultant Review. Ms. Zaina provided a summary of the recent management consultant review. |
| i9. |
Miscellaneous. Mr. Gumper provided the Board with an update on the status of the CEO’s current employment contract. |
The Board adjourned from Executive Session and reconvened in open session at 12:14 p.m. to report the discussions and actions of the Board during Executive Session.
There being no further business, Mr. Gumper adjourned the meeting at 12:15 p.m.
____________________________________
Robert W. Haga
Assistant Secretary
___________________________________
Date
Content Last Modified: March 23, 2005
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