Board Meeting Transcripts 2003

 

COMMITTEE MEMBERS PRESENT: 
Frank B. Strickland, Chair 
Lillian R. BeVier 
Robert J. Dieter 
David Hall 
Ernestine P. Watlington (via teleconference)

BOARD MEMBERS PRESENT: 
Thomas A. Fuentes (via teleconference) 
Herbert S. Garten 
Michael D. McKay 
Thomas R. Meites 
Maria Luisa Mercado 
Florentino Subia

STAFF AND PUBLIC PRESENT: 
John N. Erlenborn, LSC President 
Victor M. Fortuno, Vice President for Legal Affairs, General Counsel & Corporate Secretary 
Randi Youells, Vice President for Programs 
Mauricio Vivero, Vice President for Government Relations & Public Affairs 
John Eidleman, Acting Vice President for Compliance
and Administration 
Leonard Koczur, Acting Inspector General 
Laurie Tarantowicz, Assistant Inspector General and Legal Counsel 
David Maddox, Assistant Inspector General for Resource Management 
Mattie C. Condray, Senior Assistant General Counsel 
David Richardson, Treasurer and Comptroller 
John Meyer, Director, Office of Information Management 
Alice Dickerson, Director, Office of Human Resources 
Patricia Hanrahan, Special Counsel to the Vice President for Programs 
Elizabeth Cushing, Board Liaison 
Linda Perle, Senior Attorney/Legal Services, Center for Law and Social Policy 
Sarah Singleton, American Bar Association's Standing Committee on Legal Aid and Indigent Defendants 
Richard Zorza, Zorza Associates 
Hulett H. Askew, Administrative Courts of Georgia 
Julie Clark, Vice President for Governmental Relations, National Legal Aid and Defenders Association 
Don Saunders, Director for Civil Legal Services, 
National Legal Aid and Defenders Association 
LaVeeda Morgan Battle, Gorham & Waldrep

		C O N T E N T S
			Page
1.		Approval of Agenda	4
2.		Approval of the minutes of the Committee's meeting of August 6, 2003	5
3.		Consider and act on qualifications for the position of LSC president	5
4.		Consider and act on the process for the selection of an LSC president, including, but not limited to, the scheduling of candidate interviews and changes to the committee's aspirational timeline	5
5.		Public comment	36
6.		Consider and act on other business	36
7.		Consider and act on adjournment of meeting	36

MOTIONS:

4,   5,   34

P R O C E E D I N G S

CHAIRMAN STRICKLAND: Let me call to order a meeting of the search committee. I'm sorry we're running a little bit off schedule, but we'll do our best to get back on schedule.

First, let me note for the record that two board members, one of whom is a member of the search committee, and another board member are participating by telephone. Ernestine Watlington, who's a member of the search committee, is on this call, and Tom Fuentes, a board member, is also attending.

Can the two of you hear us okay?

MR. FUENTES: Yes, sir. Very clearly.

MS. WATLINGTON: Yes.

CHAIRMAN STRICKLAND: All right. Thank you.

And also for the record, the members of the search committee are board members BeVier, Hall, Dieter, and Watlington. And they're all here.

So first I would entertain a motion to approve the agenda as presented in the board materials book.

M O T I O N

MR. HALL: So moved.

MS. BeVIER: Second.

CHAIRMAN STRICKLAND: Moved and seconded. And unless I hear otherwise, we'll consider that a unanimous vote to approve the agenda.

Item 2 on the agenda is to approve the minutes of the committee's meeting of August 6, 2003. Is there a motion to approve those minutes?

M O T I O N

MR. HALL: So moved.

MS. BeVIER: Second.

CHAIRMAN STRICKLAND: Moved and seconded. Any discussion?

(No response.)

CHAIRMAN STRICKLAND: Unless I hear to the contrary, we'll declare that to be a unanimous vote of the approval of the minutes.

On items 3 and 4, qualifications for the position of LSC president and the process, let me give a brief summary of where we are and then I've got some materials to hand out.

It's already been publicly announced that the committee has, after interviewing some search firms, selected the national and international firm of Heidrick & Struggles, Incorporated, as our search consultants.

The team members who will be working on the search from Heidrick & Struggles are Dale Jones, the managing partner of the southeastern region for Heidrick & Struggles, and Ellen Brown, a former practicing lawyer in Atlanta with the firm of Smith, Gambrell & Russell, who's also a principal in the firm of Heidrick & Struggles. They've already started working on this assignment. They're making contacts and getting the process in place to move along.

And we have submitted some materials to Heidrick & Struggles used in previous searches, and we've made some modifications on those things. For example, we have -- I'm going to circulate now a draft ad that we would run in various publications, and also attached to that is a position description.

As I said, these are modeled on previous ads and previous position descriptions. So I don't think there's anything mysterious there that people have not seen before. But I do want the committee and the full board -- I'm sorry, Tom and Ernestine, that you're not able to have this material.

But as I just summarized, these are modeled after ads that the Corporation has run before in seeking a president. And the same with the position description. This was obtained from LSC records, and it may have some slight modifications.

For example, to state the current annual appropriation to the Corporation would be an item that has been modified, and also the current compensation level. That would be an item that's been modified from previous versions of the same documents.

But in addition to these materials, which I would ask everybody to review and then comment on in a moment, you may remember at our previous search committee meeting we talked about -- and I'll also comment that these have been vetted by Vic Fortuno for form and content. I think that's correct, isn't it, Vic, that you saw these materials?

MR. FORTUNO: That's correct.

CHAIRMAN STRICKLAND: We talked about an aspirational time schedule. And we're still operating under what I'd call an aspirational time schedule. But we'd like to begin to publish this ad perhaps as early as this week or as soon as we can get some publications lined up to accept the ad.

And various techniques have been suggested to the committee. For example, a blast e-mail -- I hope that -- my computer literacy is barely capable of measurement. It's not zero, but it's not too far up the scale. But the concept of a blast e-mail has been suggested that would go to, among others, all LSC grantee programs and a list of other interested groups.

I don't know that I can give you the list of interested groups out of my head now, but certainly we'd be circulating this to the NLADA, SCLAID, and other supporting and what I would call constituent groups.

In terms of where to run an ad, we've been told by our search consultants that it would be an incredible waste of money to run an ad, for example, in the New York Times, the Washington Post, or the Wall Street Journal because, first, that's very expensive advertising, and second, that's not necessarily our target audience.

On the other hand, the ABA Journal, the National Law Journal, the Legal Times, and the e-mail version of the ABA Journal, which features on the cover page, let's call it, of the e-mail ABA Journal something called the ad of the week.

It highlights an ad that they're running. And then, of course, you can click on that and go to other ads that are running in the ABA e-mail journal. So our idea would be to try to get the LSC ad to be that e-mail ad of the week for at least one week when it first runs.

These are -- and you'll note, those of you who have the material in front of you, that the desired timeline for receiving applications is October 15th. And that will be stated in the ad. And we might change that as a result of the discussion we'll have in a moment.

But we would then hope that after receiving what we anticipate would be a large number of applications, that Heidrick & Struggles would begin to screen those applications. And I might say that all of the applications will be made available to the search committee even after they're screened if anyone wants to see applications that were not -- that didn't make it through the screening process.

And then we would get down a manageable number, and convene a special meeting of the committee, perhaps as early as the first of November, to vet that list down to, let's say, our top five candidates so that the search committee could then bring to the board those names, and for the full board to participate in the interview process.

And I don't know whether we can have the interviews as early as our November meeting in New York. But if we're in a position to do that, we might try to set up our meeting agenda so that we can in fact do that.

And the final point I would like to make before we begin some discussion is the search committee is considering and is likely to appoint some advisory persons to assist the committee in its search. For example, we will likely contact NLADA, SCLAID, in that regard, and seek names from other sources as well. To the extent we can't tap into the field in that process, then we'll use some mechanism to make contact with the field so that we can have some -- I would anticipate at least three persons in that category that would assist the committee in its work and bring some valuable advice and input into the search process.

And at the appropriate time, I would ask the committee and later the full board to -- just as you have delegated on our bylaws, the chair can be delegated the authority to make those appointments. And I would ask the committee and the board to reaffirm that so that when we get ready to make those appointments, we can move expeditiously and do so and get those folks in place.

Well, that's a long presentation. I apologize for that. But I wanted to give the committee an update on what has been occurring in the search process, and that's, I believe, a summary of where we are. And I would open the floor for any discussion on the search process.

Any questions or comments?

MR. DIETER: I have one.

CHAIRMAN STRICKLAND: Yes, sir.

MR. DIETER: I just want to be sure that the compensation level, as I understand it, is set here at Level V, and I want to be sure that Ellen, you know, has had, I guess, talks or information with appropriate people here as to what else might be involved in --

CHAIRMAN STRICKLAND: You mean as part of the compensation package?

MR. DIETER: As a part of the compensation package, and just be sure that that information is communicated to her so she knows all the details of what is or is not involved in that in addition to the just 125 or whatever it is.

MS. MERCADO: I'm sure David probably has all those figures at hand.

MR. DIETER: Who?

MS. MERCADO: David probably has all those figures at hand, the treasurer.

CHAIRMAN STRICKLAND: He probably does. That's an excellent idea. We'll get that information together and get that to Ellen.

MR. GARTEN: Frank?

CHAIRMAN STRICKLAND: Yes, sir.

MR. GARTEN: Is there a formal application that is filled out? This gives the impression --

CHAIRMAN STRICKLAND: That you submit -- the impression is -- yes. That's right. I don't think I know the answer to that, whether we've used traditionally -- Victor, do you know the answer to that?

MR. GARTEN: If there is, there should be some reference to the fact you can obtain the application.

CHAIRMAN STRICKLAND: Yes.

MR. FORTUNO: I don't think there's a formal application. I think what is required is a letter of interest and a CV. I think on occasion questionnaires have been provided after the applications have been received, but I don't know that there's an application per se although the HR director is here.

MR. GARTEN: I would suggest revising this, then, because --

MS. DICKERSON: We have done that before, but we generally accept resumes in lieu of it.

CHAIRMAN STRICKLAND: Is it then a resume submission?

MS. DICKERSON: Yes, it is.

MR. FORTUNO: We get a resume and a transmittal letter, consider that the application. And then on occasion in the past, questionnaires have been used to help gather additional useful information. But the application itself is the resume and the cover letter.

CHAIRMAN STRICKLAND: Okay. If we're going to use a resume, then, rather than some sort of application, rather than invent an application I'd suggest that we --

MR. GARTEN: This gives the impression that there's an application. So you have to revise it.

CHAIRMAN STRICKLAND: Yes. That's a good point. All right. We'll make that revision in the materials.

Well, is there any -- I don't know whether we need a motion on this or not. But is there any objection to proceeding with the placement of the ad for the position as soon as we can get some publications lined up to receive it?

I mean, we can control sending a blast e-mail just by finding somebody who's technically competent, and that is not me, to get a blast e-mail out. We do have somebody in our IT department, do we not, that could help us do that?

MR. FORTUNO: Yes, we do.

CHAIRMAN STRICKLAND: Okay. Good. Well, then, it's a matter of providing the list of addressees. And is it a fair assumption that -- a correct assumption that we already have in our IT department the capacity to pretty quickly get a message to all grantee programs?

MR. FORTUNO: Yes. I think our Office of Information Management, the director of whom is here in the audience, I believe, John Meyer --

CHAIRMAN STRICKLAND: Yes. I see him.

MR. FORTUNO: -- has the capacity to do that, and in fact does so on a fairly regular basis. They can send broadcast e-mail messages to all our grantees, and on occasion to a broader audience.

I think that they can supplement that list with whatever additional addressees we'd like to add to it for this particular purpose. But I think it can be done in fairly short order.

CHAIRMAN STRICKLAND: Maria Luisa?

MS. MERCADO: I know you mentioned something about putting this like in the ABA Journal or the E-Times. Are we within a deadline that they would require that for actual print, or are they also going to be doing e-mail noticing?

CHAIRMAN STRICKLAND: With respect to the ABA Journal, that of course is a monthly publication. We would try to -- I don't know what the lead time is for getting in that publication. But probably the quickest way to get the ABA message out is via the e-journal, and at this point I don't know the procedures for doing that. But we'll let Heidrick & Struggles run that down.

And if we determine that that time period is too compressed, that we're not going to get a fair circulation, then we might have to modify that to make sure that, for example, if we deem it important to be in the ABA Journal before we in effect have closed down the process, that we don't want that to happen. So we'll have to examine those timelines.

MS. WATLINGTON: This is Ernestine. I may not have the kind of information that others might have. But has the consultant along with the board members and the steering committee compiled a list of what to expect and experiences that we expect a director to have?

CHAIRMAN STRICKLAND: What we have, Ernestine -- and I'm sorry you don't have this in front of you. I just printed this this morning from -- but yes, we do have a position description that identifies the duties and responsibilities of the LSC president and sets forth the experience and professional strengths and characteristics that the person should have.

MS. WATLINGTON: Good.

CHAIRMAN STRICKLAND: So does that answer your question?

MS. WATLINGTON: Absolutely.

CHAIRMAN STRICKLAND: Okay. And as I said earlier, that was taken from previous position specifications used by LSC. We can't claim originality here, just slight modifications to make it current -- number of programs, current annual appropriations, and the compensation level, things of that sort. So there have only been slight modifications to that.

Well, is it a consensus within the search committee to move ahead on that general aspirational timeline?

MR. HALL: Yes. I think so.

MS. BeVIER: Yes.

CHAIRMAN STRICKLAND: Yes? Now, Elizabeth has just brought me a resolution here. Is this something we need to revisit?

MR. FORTUNO: What I'd done was asked Elizabeth, if she would, just to pull that off the web. The reason why I did so was the bylaws provide direction on how to establish committees and the jurisdiction of committees. And the bylaws provide in Article 5 that the resolution created any committee shall set out the authority, responsibility, and limitations, if any, of such committee.

The designation of members is again for the board, unless the board elects to delegate that authority to the chair. But I just wanted to make sure that you at least had a copy of the resolution establishing the search committee, since you mentioned moments ago that you might be looking to supplement the membership in the committee with some non-directors.

CHAIRMAN STRICKLAND: Do we need to -- are you saying we need to modify the resolution, or should we take some formal action to add non-board members as advisory participants in the process?

MS. BeVIER: Could I just ask a question? I understood you to be saying not that they would be members of the search committee but that they would be advisors.

CHAIRMAN STRICKLAND: Correct. Correct.

MS. BeVIER: We would consult with them, but they would not be voting members. Is that correct?

CHAIRMAN STRICKLAND: That's correct.

MR. FORTUNO: Well, if they're not going to be members of the committee, it seems like there's no need to modify the resolution or amend it in any way. What you want to be clear on is what you're authorizing them to do, what role they'll play. But if they're not going to be members of the committee, there's no need that it be formalized in a resolution itself.

CHAIRMAN STRICKLAND: All right. Maria Luisa? MS. MERCADO: Yes. Just a clarification on that point. On previous search committees that we had, we did have outside members that served on the search committee, but they could not actually vote on the final selection of the president. Only the board could vote.

But they attended all the search committee meetings, read through all the different, you know, resumes, and participated in the interviews. And the reason that it is pertinent that they be a part of the committee, they're actually going to be advisory, is that we also paid for their travel.

Because some of the members that were on the search committee were not necessarily people that were in Washington, D.C. They were from -- you know, some of them may have been from a grantee program or an IOLTA program or something else.

CHAIRMAN STRICKLAND: Okay. That's an excellent point. And I frankly had not focused on that, so we need to focus on it.

Victor, advise the committee, if you would, on how best to do that so that, for example, if an advisory person participating with the committee, if we have to give them a particular kind of label -- in other words, let's say it's a state director, and we wanted to cover the expenses of that person attending a meeting of the committee.

MR. FORTUNO: We can do that.

CHAIRMAN STRICKLAND: Can we do that in the way that I have captioned it, or do we need to put some other label on those persons in order to be able to do that?

MR. FORTUNO: I don't think that they would have to be brought on as a consultant. I don't know if David's here, but it seems to me that if the board asks them to serve in that capacity, in an advisory capacity, especially if the board at this time authorizes staff to pay their expenses, their travel to and from and hotel and meal expenses, staff could go ahead and do that on that authority.

To be clear, the bylaws provide that if they were members of the committee, they could be appointed as either voting members or nonvoting members. So that's why it's important to be clear at this point that they're not members of the committee so that the voting/nonvoting doesn't come into play, and that they are functioning in an advisory capacity and not as members of the committee.

But that done, the matter of expenses, if the board authorizes that we pay their expenses, we can do so.

MR. HALL: Just for clarification.

CHAIRMAN STRICKLAND: Yes, sir.

MR. HALL: In the last search, do we know whether the people who served in this same type of capacity were actual members but nonvoting, or were they just advisory in the way that we're doing this?

MR. FORTUNO: I believe they were nonvoting committee members.

MS. MERCADO: They were committee members. They attended all committee meetings.

CHAIRMAN STRICKLAND: Well, what's the will of the search committee?

MS. WATLINGTON: They were full participants in meetings, but they just didn't vote.

CHAIRMAN STRICKLAND: Right. I think in the final analysis, it's the responsibility of this board to select its president. And so my thought on the advisory folks were that they would have, let's just say, perhaps more expertise in what to look for in the ideal candidate than perhaps some of the board members might, and they could provide valuable input in that regard.

But in the -- at the end of the day, I think it's the responsibility of the board, and that we would not have outside persons, that is, other than directors, making the selection.

MR. HALL: And I guess the point that I was just trying to get clear -- I agree with you and I think the way it was done, if I understand from the last time, achieves that, because if they are not voting, then it means that those of us who are directors are making the final decision.

I think the distinction, though, is that they can be members of the committee. And there may be some value in being consistent with how it was done in the past.

CHAIRMAN STRICKLAND: And that's fine. Yes.

MR. HALL: But we achieve the same result that I think you were trying to.

CHAIRMAN STRICKLAND: Right.

MR. HALL: So I would just urge us to kind of follow the precedent of the past and have them as official members, but knowing that they are not voting members of the committee.

MR. FORTUNO: I think one subtle point of which you should be aware is that I would think that as members of the committee, they'd be in on all aspects of the committee's activities, including executive session, even if they're nonvoting.

So if they're members of the committee, unless you place some special limitation on them at the outset, it seems to me that even in the discussion that you have in executive session where you may select the five finalists to go to the board, as committee members it seems to me they'd be entitled to be there, present and participate, although not actually vote.

So that's something to factor in in your decision-making one way or the other.

MS. BeVIER: That's rather important, it seems to me. I'm sort of inclined to think that the executive session should be for the board members, and hopefully that the people that are going to be helping us out and advising us are -- I mean, it's -- I want them to -- I mean, I think it's a great idea to have the input and the say.

But I think executive session should be something that, for a variety of reasons, should be exclusively something that the board does.

CHAIRMAN STRICKLAND: I'm inclined to agree with that. I had a bad experience one time on a judicial selection committee that -- it has nothing to do with people are members or not members. But there was a breach of confidentiality in the process, and terribly embarrassing to the committee. But that was just an instance of where somebody on the committee breached it.

But on the subject of maybe one of your concerns, Lillian, some breach of the confidentiality of the process. And I don't mean that somebody who's appointed from the field would deliberately breach that. But I think the board as a board has to be sensitive to that issue.

Maria Luisa?

MS. MERCADO: Yes. Well, the two search committees that I served on did have members from the field and from different stakeholders as a committee member of the search committee, although they were nonvoting. And they did participate in the executive session.

And there wasn't any breach of confidentiality. They all took their positions very seriously. But their input -- because a lot of the things that you really want to discuss as to the pertinent of that particular candidate, whether or not they are the best person to helm the organization and to carry out the mission of Legal Services, precisely because you're in executive session and you are discussing different factors or experiences of the candidates that you have before them, where the input is really pertinent from these committee members that you are bringing in because of their expertise and because of their experience and historical perspective of Legal Services, you want them in that executive session to give you honestly their opinions although, again, they are nonvoting.

But we had no problems in the two search committees that we had with them breaching any confidentiality whatsoever. However, the balance of that, their input was most important because a lot of the board members had no experience or tie into it with the legal services community or what they were looking at for the leadership of the president.

CHAIRMAN STRICKLAND: Let me ask: At the end of the process, did the board make the election? And was it done -- is that something that would be done in an executive session or a public session, Vic?

MR. FORTUNO: That was done in executive session, the deliberations.

CHAIRMAN STRICKLAND: All right. So having received all that input, where was the -- what was the posture of the non-board members -- did you participate in it?

MS. MERCADO: Yes, I did.

CHAIRMAN STRICKLAND: Okay. And who was in attendance at that? Anybody other than board members?

MS. MERCADO: On executive sessions, just the board members and our legal counsel.

MR. FORTUNO: That is the -- we're talking about executive session meetings of the committee.

CHAIRMAN STRICKLAND: Yes. All right. So --

MS. MERCADO: And I'm talking about executive session as opposed to an open forum session.

CHAIRMAN STRICKLAND: All right. But when the board sat down to make its selection in executive session, was that just the board?

MS. MERCADO: No. It was all the search committee.

MS. WATLINGTON: No. It was all the committee.

MS. MERCADO: That included the non-board members who were nonvoting. But we had their input as to particular aspects of the candidates that were before us.

MR. FORTUNO: Now, the board, when it holds an executive session, can permit others into the session and hear from others. I think that strictly speaking, the work of the committee had concluded when the committee made its recommendation to the board.

I think that the board may have felt that in order to have full benefit of the recommendations of the committee, that it would be helpful to have everyone on the committee, including non-directors, there present for it.

I don't know that at that point they were automatically going to be going into executive session by virtue of their membership on the committee. I think at that point the committee had ceased its work and it was the board convening, had the recommendation of the committee or the recommendations of the committee, and then the board had to deliberate and make a decision.

So I don't know that having non-directors to serve on the search committee would obligate you to have those non-directors present for and participating in the board's final executive session where they elect a president. I mean, I think we have that possibility. CHAIRMAN STRICKLAND: Okay. With that ground rule in mind, in other words, I'm sensitive to the notion that when the board sits down to -- I'm stating my own views, now; I'm not speaking for the board -- but I'm sensitive to the notion that when the board sits down to do its official duty to elect a new president, that it needs to be the board.

And so with that understanding, I mean, is there at least among the search committee and other directors -- Herb, go ahead.

MR. GARTEN: Well, in order to get a full assessment, an honest assessment, and a candid assessment of these people that you're seeking their expertise, they've got to be in executive session at the committee meeting.

CHAIRMAN STRICKLAND: At the committee meetings.

MR. GARTEN: Yes. There shouldn't be any question about that, or else they're not going to be of any value.

CHAIRMAN STRICKLAND: Yes.

MR. MEITES: Frank, I have a suggestion.

CHAIRMAN STRICKLAND: Yes, sir.

MR. MEITES: I can see -- I've been on search committees, and I would never let anybody even know where the room is, let alone let them in. But I understand there are other reasons.

It might make sense for us just -- or you just to start the search committee and make your decision once you actually have the committee going whether you want to include them as real members or not. Because we're talking in the abstract.

CHAIRMAN STRICKLAND: Yes.

MR. MEITES: And you might want to see who the people are and how they fit in before you commit yourself one way or the other. So I'm not sure you all have to make a decision today as to what status these outside advisors are going to be.

CHAIRMAN STRICKLAND: Well, we may --

MS. WATLINGTON: I think that's a good idea.

CHAIRMAN STRICKLAND: You do, Ernestine?

MS. WATLINGTON: Yes.

CHAIRMAN STRICKLAND: The thing that Tom Meites just --

MS. WATLINGTON: Make that decision later on. Yes.

CHAIRMAN STRICKLAND: Okay.

MR. HALL: However, I would argue, and I don't want to prolong this because we all want to go to lunch, probably. But I think the thing that -- the concern that both you and Lillian raise which I think is a valid concern, which is when the board is making its final decision, that we be the only people in the room.

If that is preserved, I don't see what we lose by having people as official members of the committee who are nonvoting. And even when we have executive sessions as a search committee, we aren't making the final decision then. We have to bring that back to the board, and if that is a place where we can have an executive session without them being there, then I think we've preserved any possibilities of breach of confidentiality.

MS. MERCADO: And that's a good point that Mr. Hall brought out, which is it is the full board that does the final on everyone.

CHAIRMAN STRICKLAND: Correct.

MS. MERCADO: So you're talking about the search committee here that's making a recommendation to the board. And so your search committee and your members, your advisory members that are in it, are part of the search committee. They can't vote, but they're involved in all the executive session deliberations that you make. But the full board makes the final deliberation in executive session.

MR. FUENTES: Mr. Chairman, if I might speak to it.

CHAIRMAN STRICKLAND: Yes, sir.

MR. FUENTES: I would think that it would be appropriate that what process is utilizing outside expertise, that must cease at the point that the members of the board of directors on the search committee would bring a recommendation to the full board, a recommendation by the members of the board of directors, having concluded that in an executive session of the search committee.

I do not see it appropriate for non-board of directors members to make the final recommendation brought to the general board.

CHAIRMAN STRICKLAND: Well, I guess technically, as nonvoting members, they would just simply provide their input and then the board members on the search committee would say, in effect, we appreciate your input and we're now going to take a vote based on all the views that we've received. And I think that that process, in effect, works itself out along the lines that we've discussed.

Well, is there consensus then within the search committee -- I don't know whether we need a motion on this, but I would entertain a motion if that appears to be appropriate. And if you're going to make a motion, I would ask you to include in the motion the delegation that I talked about a minute ago. And armed with that delegation, I will then solicit some input and appoint some advisory members of the committee.

M O T I O N

MR. HALL: I would move that we have non-board members to serve on the search committee in a nonvoting -- my cell phone would ring at this time.

CHAIRMAN STRICKLAND: It's got a nice ring to it.

MR. HALL: That individuals serve on the search committee in a nonvoting capacity, and that it is understood that at -- and that therefore they would participate in our proceedings, but that it is understood that when the board makes a vote on the final selection, that it can go into executive session without those individuals being there.

CHAIRMAN STRICKLAND: All right. Would you accept a friendly amendment of that to include the delegation of appointment --

MR. HALL: To the chair? Yes.

CHAIRMAN STRICKLAND: Right.

MR. HALL: Yes. In consultation with the other search committee members. Sure.

CHAIRMAN STRICKLAND: Oh, absolutely. Absolutely. A second to that motion?

MR. DIETER: Second.

CHAIRMAN STRICKLAND: Any further discussion?

(No response.)

CHAIRMAN STRICKLAND: And I think we already had Ernestine's input. But let's go ahead and proceed to a vote. All those in favor of that motion, please signify by saying aye.

(A chorus of ayes.)

CHAIRMAN STRICKLAND: Those opposed?

(No response.)

CHAIRMAN STRICKLAND: All right. Then that vote is unanimous.

And we have a place on the agenda now for public comment and other business. Is there any public comment at this point?

(No response.)

CHAIRMAN STRICKLAND: And is there any other business?

(No response.)

CHAIRMAN STRICKLAND: Hearing neither, I would declare the meeting adjourned, and let's go to lunch.

(Whereupon, at 12:29 p.m., the meeting was concluded.)

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