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 Authoritys 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 Oregons 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