MINUTES OF THE

DATV BOARD OF TRUSTEES MEETING

MONDAY, DECEMBER 8, 2003

MEMBERS PRESENT

Roberta Taylor, Chair Lela Estes

Aaron Sheaffer, Vice Chair Mark Madry

Robert Bradley, Treasurer R. Mullins

Margaret Barlow Gabrielle Williamson

Comm. Richard Zimmer

ALSO PRESENT

John Rocco, DATV Executive Director

Randy Bellinger, City of Dayton

Kara Andrews, Time Warner Cable

Pat Jessee, DATV Staff

NOT PRESENT

Tim Gardner and Tom Ritchie - excused.

MEETING CALLED TO ORDER

R. Taylor called the meeting to order at 11:40 a.m.

ROLL CALL

Roll call read by P. Jessee.

APPROVAL OF AGENDA

R. Taylor asked for a motion to approve the agenda as presented. L. Estes made the motion and R. Zimmer seconded. Agenda approved unanimously.

BOARD CHAIR COMMENTS

R. Taylor reminded the Board that the Time Capsule ceremony would be outside following the meeting. Also, do not forget to RSVP to Dorothy in regards to the DATV Christmas party on Friday, December 12. And remember, renew your 2004 membership before December 12 and receive $5 off.

APPROVAL OF BOARD MINUTES - OCTOBER 6, 2003

R. Bradley asked that the minutes of October 6, 2003, be corrected to read as follows:

“ . . . R. Bradley made the motion to accept the Treasurer report as presented and

T. Gardner seconded." The October 6, 2003 minutes were corrected as requested.

Board Minutes for December 8, 2003 Page 2

R. Taylor asked if there were any other changes or corrections to the minutes. Hearing none, R.Bradley made the motion to approve the minutes with said corrections.

M. Madry seconded and the motion passed unanimously.

OPPORTUNITY FOR PUBLIC COMMENT

None

APPROVAL OF TREASURER’S REPORT (S)

R. Bradley presented the month end financial statements for September and

October 2003. He noted that approval of the 2004 DATV Budget was under New Business and would be tabled until after the Board returns from Executive Session.

M. Barlow asked that the Treasurer's report be approved as presented. Aaron Sheaffer seconded and the motion passed unanimously.

COMMITTEE REPORTS

A. Executive Committee - R. Taylor said the committee did meet on December 8, 2003. One issue was discussed and the Committee voted to agree and support the Executive Director in his decision as to the issue.

B. Nominating Committee - A. Sheaffer told the Board there were two applicants asking for appointment to the Board. Also, the four board members whose term was up had applied for re-appointment. The Committee agreed to re-appoint the four board members and they agreed to serve out the new term.

A. Sheaffer made the motion to accept the re-appointment of the four board members and B. Mullins seconded. Motion passed unanimously.

C. Investment Committee - R. Bradley told the Board that the committee did meet on November 18 and they decided to put $150,000 into bonds where it should earn more interest than the money markets. At the February 2004 meeting an overview of all activities for the year will be presented.

D. Personnel Committee - M. Barlow said that the activity of the Personnel Committee was to work on the Executive Director's evaluation and that the Board will have to go into Executive Session at the end of this meeting to complete the evaluation.

EXECUTIVE DIRECTOR’S REPORT

J. Rocco reiterated that after the meeting DATV would be having their culminating event celebrating their 25^th Anniversary which will be the burial of the Time Capsule. It will be at 1 PM and will be "Live" on Channel 20. There will be a few speakers and the Mayor is coming to say a few words. The Time Capsule is schedule to be opened on

March 1, 2078, which will be DATV's 100^th Anniversary.

Board Minutes for December 8, 2003 3

The 2004 Budget has been completed. It will be gone over in the item New Business.

We continue to have a series of young folks coming through the building for training and tours. We hope that this will continue in the up coming year.

We have, as of today, 527 members at DATV. Last year we had 408 members, this means an increase in our membership, over last year, by about 25%. All workshops are full through January.

At last count, we had 40 churches doing programs. We have a form for all new churches asking them how many members there are in their congregation. With this form, we did some addition and found that the members of the 40 churches now being seen on the Spiritual channel represent over 11,000 people in the Dayton community who have the opportunity to view the services of their church over Ch.12. This means the space on

Ch.12 is very full. Most probably, we could use a third channel. Maybe, some day, we will get one.

CITY OF DAYTON

R. Bellinger told the Board that David Snow is no longer with the City. Therefore, he would be representing the City on the Board. He would also be working with the renewal of the franchise. The City has received a letter from Time Warner indicating their desire to negotiate renewal of the franchise. The RFP that has been long awaited is in purchasing at this time.

Commissioner R. Zimmer asked R. Bellinger to check on the RFP and try to see if it could not be moved along faster.

TIME WARNER REPRESENTATIVE

K. Andrews told the Board there would be a price adjustment, most likely, around December 15. The increase would probably be an inflationary increase of about 3.7%.

Along with the price increase Time Warner has added some new channels. Even with the increase, Time Warner is still offering a good deal to our customers.

OLD BUSINESS - none

NEW BUSINESS

a. Appointment of Board Members to Open Seats.

b. Election of Officers for 2004 - B. Mullins moved that the current officers be

re-appointed to next year. M. Madry seconded. Motion passed unanimously.

c. Approval of 2004 DATV Budget. - M. Barlow said that the Board needed to discuss the Executive's evaluation before they did the budget.

Board Minutes for December 8, 2003 4

R. Taylor asked for a motion to go into Executive Session for the purpose of discussing the Executive Director's evaluation. B. Mullins made the motion and R. Bradley seconded. Motion passed unanimously.

Board adjourned to Executive Session at 12:10 PM.

R. Taylor called the meeting back to order at 12:30 PM.

M. Barlow asked that the following be placed into the minutes: that the Board voted upon the compensation for the Executive Director for 2004 which will be a base salary increase

of $3000.00 and on top of that a 3% merit increase. That will increase the budget line by $300.00.

At this time, J. Rocco discussed the reasoning behind the projected 2004 budget. The overall budget is projected to be $644,800.00, which is about 3.6% increase. The staff will receive evaluations and salary increases are based upon merit. The average increase will be about 4.7%. We decreased the amount of the part-time staff mostly due to the amount we were spending on our part-time engineer.

B. Mullins instigated discussion concerning health insurance. It was decided the Board will re-visit this discussion at a later time. M. Barlow suggested that this year should be used to explore this subject further.

J. Rocco pointed out to the Board that the line item Professional Services had been increased to $15,000.00 in case DATV is asked to contribute to the cost of the

"Needs Assessment" survey.

B. Mullins asked that the Budget be adopted as presented. R. Bradley seconded. Motion passed unanimously.

ADJOURNMENT

With no further business before the Board, R. Taylor asked for a motion to adjourn.

R. Bradley made the motion and M. Madry seconded. Motion passed unanimously. Meeting adjourned at 12:45 PM.

The next Board meeting will be February 9, 2004, at 11:30 AM in DATV's conference room.

Respectfully submitted,

____________________________ _____________________________

Margaret Barlow, DATV Secretary John A. Rocco, Executive Director