WASHINGTON MATERIALS MANAGEMENT
AND
FINANCING AUTHORITY

Approved Minutes
Regular Meeting of the Board of Directors
July 19, 2007

The Board of Directors (“Board”) of the Washington Materials Management and Financing Authority (the “Authority”) held a regular meeting at 9:30 a.m. PDT, Thursday, July 19, 2007, at the Headquarters of the Washington Department of Ecology in Lacey, Washington.

Directors Present:
Nick Ammann, Apple Computers
Mark Bracking, PC Salvage
Mark Dabek, Re-PC
Kyle Holifield, Wal-Mart
Mary Jacques, Lenovo
Tim McGrady, LG Electronics
Doug Smith, Sony
Mike Watson, Dell Computers

Also Present Were:
Peter Lyon, Dept. of Ecology (Ex Officio)
David Nightingale, Dept. of Ecology
Shad Pruitt, Office of the State Treasurer (Ex Officio)
Susan St. Germain, Dept. of Community, Trade and Economic Development (Ex Officio)

Directors Absent:
Brenda Mathison, Best Buy
Mike Moss, Samsung
John Swiderski, Deer Park Computer Sales and Service

Counsel Present:
Tyson Kade, Van Ness Feldman
Marlys Palumbo, Van Ness Feldman

1. Call to Order

Mark Dabek, Vice-Chairperson, called the meeting to order at 9:43 a.m. A quorum of Directors was present.

2. Minutes from Previous Meeting

Discussion: The Board reviewed the minutes from the regular meeting on June 21, 2007. It was noted that the record of the vote to exclude ex officio members from voting should be amended to reflect: 8 yeas, 1 nay, and 1 abstention.

On a motion duly made (Ammann) and seconded (Jacques), it was:

VOTED to adopt the minutes of the regular meeting on June 21, 2007 as amended.

The recorded vote was: 5 yeas, 0 nay, and 1 abstention (Smith). The motion carried.

3. Amendments to Bylaws

Discussion: Tyson Kade presented and discussed proposed amendments to the Authority’s bylaws. The Board requested a redlined version of the amended bylaws to review before the next meeting. The Board discussed amending the bylaws to clarify the authority and duties of the Chairperson.

On a motion duly made (Holifield) and seconded (Bracking), it was:

VOTED to replace section IV.F.C.i of the existing bylaws with section 5.1.1 of the proposed bylaws.

The vote was unanimous (7-0), and the motion carried. Director McGrady was not present for the vote.

Section IV.F.C.i of the bylaws now reads:
Chairperson. The Chairperson shall preside at all meetings of the Board and shall perform such other duties as may be assigned to him/her by the Board. The Chairperson shall be a member of and shall preside at all meetings of the Executive Committee and any other Committee formed by the Board. The Chairperson is authorized to sign all legal documents, instruments, and other paper on behalf of the Authority. The Chairperson may delegate this signing authority, through a written record, to any officer or Director of the Authority. The Chairperson shall perform such other duties as are properly required by the Board.

Note: While a quorum existed during the meeting, the bylaws require two-thirds of the Directors in office to approve any amendments. Since the requisite number of Directors was not present, the amendments discussed during the meeting were not officially adopted.

On a motion duly made (Holifield) and seconded (Jacques), it was:

VOTED to revisit the proposed amendments to the bylaws at the next meeting.

The vote was unanimous (6-0), and the motion carried. Directors McGrady and Watson were not present for the vote.

4. Contract for Legal Representation

Discussion: The Board discussed the contract for legal services between Van Ness Feldman and the Authority. Marlys Palumbo adjusted the hourly rate for members to $325 per hour. In discussing the amount budgeted for legal services, the Board was unable to anticipate the scope of work for the duration of the contract. The Board proposed imposing a $10,000 per month limit on expenditures for legal services for the next three months with a provision that would allow increased expenditures in the case of an emergency. The Board requested a revised draft of the contract for legal representation.

On a motion duly made (Bracking) and seconded (Watson), it was:

VOTED to table discussion of the contract until the next Board meeting.

The vote was unanimous (8-0), and the motion carried.

5. Procurement Process Requirements

Discussion: John Swiderski met with a staff member from the Department of General Administration to discuss the application of the state procurement rules to the Authority. The staff member opined that the Authority is not subject to the state procurement rules.

On a motion duly made (Dabek) and seconded (Ammann), it was:

VOTED to request that Marlys Palumbo contact Jay Manning to discuss the application of the procurement rules to the Authority.

The vote was unanimous (8-0), and the motion carried.

6. Insurance to Meet Loan Condition

Discussion: The Board discussed the provision in the loan agreement with the Department of Ecology that requires the Board to get insurance within 30 days. Peter Lyon will explore the possibility of extending the time by which the Board is required to get insurance.

On a motion duly made (Dabek) and seconded (Watson), it was:

VOTED to table discussion of the insurance provision until the next Board meeting.

The vote was unanimous (8-0), and the motion carried.

7. Proposed Financing Model

Discussion: The Board received an update on the development of the financing model. The Finance Subcommittee will be prepared to discuss the model at the next regular meeting in August 2007.

On a motion duly made (Dabek) and seconded (Jacques), it was:

VOTED to table discussion of the financing model until the next regular meeting.

The vote was unanimous (8-0), and the motion carried.

8. Process for Employing Officers and Staff

Discussion: David Nightingale contacted the Washington State Housing Finance Commission about getting assistance for the Authority.

On a motion duly made (Dabek) and seconded (Holifield), it was:

VOTED to table discussion of hiring officers and staff until the next regular meeting.

The vote was unanimous (8-0), and the motion carried.

9. Requests for Proposals (RFP) for the Drafting of General Operating Plan and Standard Plan

Discussion: The Board has a draft RFP prepared by Jay Shepard of the Department of Ecology. The Plan Subcommittee has not met yet regarding the operating and standard plans. The Board has to adopt its operating plan before it adopts the standard plan. The Board discussed procedures for notifying the public about the RFP.

On a motion duly made (Dabek) and seconded (Holifield), it was:

VOTED to table discussion of the RFP until a future Board meeting.

The vote was unanimous (8-0), and the motion carried.

10. Special Meeting

Discussion: The Board discussed scheduling a special meeting to resolve some of the issues remaining following this meeting. The consensus of the Directors present was to call a special meeting for noon PDT on Wednesday, July 25, 2007. The business to be transacted includes: amendment of bylaws, contract for legal representation, applicability of the procurement rules, and insurance to satisfy the loan condition.


11. Next Regular Meeting

Discussion: The Board discussed potential agenda items for the next regular meeting. Peter Lyon discussed the electronic waste statute passed by the Oregon State Legislature. He raised the possibility of inviting Jan Whitworth to the next regular meeting to present information regarding Oregon’s statute. The next regular meeting will be hosted by Van Ness Feldman at 719 Second Avenue, Suite 1150 in Seattle, Washington.

On a motion duly made (Dabek) and seconded (Amman), it was:

VOTED to schedule the next regular meeting for 9:30 a.m. PDT on Thursday, August 16, 2007, at the offices of Van Ness Feldman in Seattle, Washington.

The vote was unanimous (6-0), and the motion carried.

12. Adjournment

The meeting was adjourned at 11:10 a.m.




Kyle Holifield
Secretary of the Board