Regular Meeting of the Board of Directors
August 16, 2007

The Board of Directors (“Board”) of the Washington Materials Management and Financing Authority (the “Authority”) held a regular meeting at 10:00 a.m. PDT, Thursday, August 16, 2007, at the offices of Van Ness Feldman in Seattle, Washington.

Directors Present:
Nick Ammann, Apple Computers
Mark Bracking, PC Salvage
Mark Dabek, Re-PC
Kyle Holifield, Wal-Mart
Mary Jacques, Lenovo
Mike Moss, Samsung
Doug Smith, Sony (represented by Justin Gray)
John Swiderski, Deer Park Computer Sales and Service
Mike Watson, Dell Computers

Also Present Were:
Peter Lyon, Dept. of Ecology (Ex Officio)
Jay Shepard, 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
Tim McGrady, LG Electronics

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

Call to Order

John Swiderski, Chairperson, called the meeting to order at 10:03 a.m. A quorum of Directors was present.

Presentation of the Operating Plan Financing Model


Mike Moss presented the Financing Committee’s proposed financing methodology for the operation of the Authority. In the first year of the “50-50” finance model, a corporation’s contribution would be calculated based on 50 percent of the corporation’s return share (by weight), as assigned by the Department of Ecology, and 50 percent of the corporation’s sales in the state (by weight). Over an eight-year period, the 50-50 split would gradually transition to financing the Authority based entirely on the weight of covered electronic products a participating corporation sells in Washington.

The Board discussed several issues regarding the implementation of the proposed financing methodology. First, because the model does not go into effect until 2009, the Board will have to develop interim sources of financing to fund operations and repay the loan issued by the Department of Ecology. Second, market share data is proprietary, so it will be difficult to isolate the specific numbers for each corporation. Instead, the model could utilize a tier schedule to assess payments based on market share categories. Finally, the Board discussed making the financing model available for public review and comment at the same time the draft operating plan is made available.

On a motion duly made (Moss) and seconded (Swiderski), it was:

VOTED to adopt the proposal as the financing model for the Authority.

The recorded vote was: 6 yeas, 0 nay, and 2 abstentions (Holifield, Watson). Director Bracking was not present for the vote. The motion carried.

Minutes from Previous Meeting

Discussion: The Board reviewed the minutes from the regular meeting on July 19, 2007; and the special meetings on July 25, and August 7, 2007. The draft minutes from the July 19 meeting were revised to reflect a verified vote count for each motion and to include the names of the Directors making and seconding motions to vote. The draft minutes from the July 25 meeting were revised to note that Peter Lyon reported on the applicability of Washington’s procurement rules to the Authority.

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

VOTED to adopt the minutes as amended.

The vote was unanimous (8-0), and the motion carried. Director Bracking was not present for the vote.

Hiring Considerations

At 10:40 a.m., the regular meeting was adjourned to an executive session, pursuant to RCW 42.30.110, to discuss employment matters for approximately 40 minutes.

The regular meeting was reconvened in open public session at 11:30 a.m.

Development of Operating Plan

Discussion: The Board discussed the timing of the implementation of the operating plan, as required by the applicable statute and regulations. Peter Lyon stated that the Authority must have its contracts in place with the selected contractors at the time the standard plan is submitted to the Department of Ecology. While the Authority is not required to adopt its operating plan until it implements the applicable programs, the Authority may want to implement standards for contracting and establish minimum financial reserve requirements prior to contracting for services pursuant to the standard plan. The Board discussed the need for an Operating Plan Committee. The Board postponed further discussion of the issues related to the operating plan until after the Operating Plan Committee has an opportunity to meet.

Formation of Operating Plan Committee

Discussion: The Board discussed forming a committee to develop a draft of the operating plan. Mike Moss, Peter Lyon, Kyle Holifield, and Nick Ammann agreed to serve on the committee.

On a motion duly made (Swiderski) and seconded (Moss), it was:

VOTED to form a committee to develop the operating plan.

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

The Operating Plan Committee will have its first meeting on August 22, 2007.

Ecology Loan Agreement Requirements - Insurance

Discussion: Marlys Palumbo received a quote from Philadelphia Insurance for providing the Authority with directors and officers liability insurance. For coverage with a $1 million limit on liability, the premium is expected to be about $1,500 to $2,000. The Board recognized the need for comprehensive general insurance but, at this time, the Board does not have any property or staff to warrant such coverage.

Committee to Develop RFP for Contractor – Standard Plan

Discussion: The Board discussed what procedures and guidelines to follow when initiating the RFP process to develop the standard plan. Marlys Palumbo mentioned that several individuals with experience in developing household waste programs have volunteered their time to assist the Authority.

Recess for Lunch

At 12:25 p.m., the Board recessed for lunch. The meeting was reconvened at 1:25 p.m. Five Directors were present (Ammann, Dabek, Jacques, Moss, and Swiderski).

Oregon Program Development

Discussion: The Board briefly discussed the electronic waste recycling program implemented by the Oregon State Legislature. Peter Lyon offered to invite Jan Whitworth to attend the next regular meeting.

Next Regular Meeting

The next regular meeting will be from 9:30 a.m. to 4:30 p.m. PST on September 20, 2007. The meeting will be hosted by Van Ness Feldman at 719 Second Avenue, Suite 1150 in Seattle, Washington.


The meeting was adjourned at 1:38 p.m.

Kyle Holifield
Secretary of the Board