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September 16, 2009

THE WORKFORCE OPPORTUNITY COUNCIL
&
THE WORKFORCE OPPORTUNITY COUNCIL, INC.
September 16, 2009

Meeting Location: NH Higher Education Assistance Foundation, 3 Barrell Court, Concord, NH

Members/Proxies Present: Dick Anagnost (Chair), George Bald, David Cioffi, Betsi DeVries, Ruth Griffin, Gale Hennessy, Dave Juvet, Jay Kahn, Elizabeth Leadbeater, Paul Leather, Carl Lindblade (via telephone), Alan Reische (via telephone), Peter Spaulding (representing Tara Reardon), James Wagner (via telephone), (Dick Anagnost held proxy for Steven Schubert for this meeting)

Others Present: Scott Pueschel (Pierce Atwood), Amanda Shaffer (USDOL) (via telephone), Michael Power, Cindy Naiditch, Cynthia Hunzelman, Pam Oliwa, Cathy Yeager

Members Not Present: Denise Benson, Kevin Cash, George Copadis, Dwight Davis, Dick Dunfey, Debra Grabowski, Richard Gustafson, Bill Hatch, Linda Kangur, Tara Reardon, Deborah Reynolds, Steven Schubert, Steven Shulman, Nick Toumpas

Handouts: Meeting Packet, Documents Pertaining to WOC, Inc. Transition/Dissolution, Policy Question Eligible Training Provider (ETP) List

Call to Order: The meeting was called to order by Chair Anagnost at 2:05pm

June 17, 2009 Meeting Minutes: Eliza Leadbeater moved to accept the June 17, 2009 meeting minutes. Alan Reische seconded. The motion passed unanimously.

Committee Meeting Minutes: Alan Reische moved to accept the committee minutes as presented. Carl Lindblade seconded. The motion passed unanimously.

Action Items: Chair Anagnost reminded everyone that the independent WOC, Inc. is shifting to DRED, so there are a number of agreements needing action. Mr. Anagnost turned to Scott Pueschel to present the process.

Attorney Pueschel noted that while there was a quorum to conduct business at the meeting, the required actions pursuant to the non-profit corporation statute and bylaws require a two-thirds vote. He indicated there would be immediate circulation of a written Consent of Directors and Members to begin the process of adopting the necessary resolutions. After the meeting, there would be follow up with members unable to attend. The actions to be taken to transition the corporation's operations and activities to DRED were explained including amendment of the Articles of Agreement for the Corporation covered by the written Consent.

Given the transition and no continuing purpose for the existence of the Corporation there would be adoption of Plan of Liquidation and Dissolution (PLD). The centerpiece of that Plan is the Transition Agreement between the Corporation and DRED. The final official dissolution act is to adopt the PLD signed by a majority to file with the Secretary of State and Clerk of the City of Concord.

The dissolutions were embodied in a written consent which was passed around the table for review and signatures. A Statement of Dissolution signature page was also circulated. Attorney Pueschel indicated that the transition is expected to be effective October 1, 2009 when the pertinent documents are appropriately filed.

Attorney Pueschel responded to questions about the process, assets, liabilities, employee benefits, final audits, the office lease, relationships with NH Works and NHES, the state continuing current contracts, and the structure of DRED's organization. The Workforce Investment Board is federally mandated, and Commissioner Bald asked Governor Lynch to re-appoint those on the current Board. Cindy Naiditch will work under contract, Jackie Heuser will manage operations, Michael Power will work under DRED in a capacity similar to his current position, and willing staff will transition to DRED.

Scott Pueschel distributed the signature page of the Written Consent (containing the resolutions circulated earlier this week). There was also a signature page for the Statement of Dissolution. He will hold the signatures in escrow unless/until the requisite number signs the Written Consent for filing with the State of NH. Chair Anagnost indicated that signers would be agreeing with the Corporate Joint Resolution, Transition Agreement, Affidavit of Amendment to Articles of Incorporation, Plan of Liquidation and Dissolution, and Statement of Dissolution. Signers would be authorizing the officers to enter into any other documentation or agreements necessary to bring about the transfer.

Amanda Shaffer added that for furlough purposes, a letter will be sent to support UI operations, and she offered technical assistance to aid the transition process.

Discussion/Action- Distance (online) Learning Policy (ETP List): Cindy Naiditch, having completed the handout this morning, provided the document for those at the table and summarized it for the benefit of those participating via teleconference. WIA mandates that customers and stakeholders in the system regularly receive ETP lists. NH has set policies to approve training programs and providers based on established procedures, including licensing by Postsecondary Education. Trainers must provide proof that they are exempt from that licensing assuring program quality, if they fall under another licensing body. There are also insurance and bonding requirements.

NH has enforced a "face time" requirement for clients, not allowing complete online training programs to be listed. However, the world has changed and is moving toward virtual universities and online training, and USDOL is encouraging states to revisit associated policies. The question is whether or not New Hampshire should revise its current online training policies, as well as consider out-of-state online vendors. Naiditch explained Postsecondary requirements and regulations.

The group discussed distance learning pros and cons for vendors, training providers, the state, competencies/certifications, education quality, and program policies. There is a current process in place to permit exceptions to online learning restrictions. Naiditch clarified that out-of-state entities meeting the Postsecondary requirements are perfectly acceptable participants. Their refusal to go through the Postsecondary approval process could prohibit listing their programs.

Jay Kahn recommended adding a statement that New Hampshire should allow NH licensed or legislatively authorized institutions to offer online training courses. There was discussion including new rules being proposed for the ETP program being subject to the rules process under DRED. Commissioner Bald indicated that going through the rules process would not be necessary.

Jay Kahn made a motion that New Hampshire should allow New Hampshire licensed or legislatively authorized institutions to offer online training courses and be listed as Eligible Training Providers. David Cioffi seconded.

Dave Juvet noted that "legislatively authorized" was vague. Kahn clarified that it would be New Hampshire's legislature. Juvet wanted to be certain that an out-of-state vendor could not be authorized only by their state's legislature to train in NH.

Jay Kahn accepted the friendly amendment to his motion. David Cioffi seconded the amendment.

There was discussion about Community College access, customer choice, case management, and advantages of "clicks" versus "bricks." At the conclusion of discussion, Chair Anagnost called for a vote. The motion passed with one voter (Lindblade) opposing.

Updates Job Corps Chair Anagnost reported that Iowa's Center jumped in front of NH's facility. Disadvantages for NH include having two different procurement officers, Project Labor Agreements requirement (resulting from an Executive Order issued by President Obama in February), repeating prequalification bidding, and lack of follow through in Washington pertaining to an agreement with the City of Manchester to install facility utilities. Regarding the PLA requirement, Amanda Shaffer suggested that a statement be created that she can forward to an individual in Washington pertaining to small businesses having an equal and fair shake around procurement policies. Power and Anagnost will prepare a statement to forward to Shaffer. Eliza Leadbeater encouraged communication with the congressional delegation and expressed concern that she has seen 30% project cost increases as a result of conforming to labor wage requirements.

Betsi DeVries wondered about creatively dividing up the project. Anagnost indicated that there appears to be no local control over the contract awards and it seems prudent to let Washington move the project forward under their terms.

Other Business Not Itemized on the Agenda

Next Board Meeting: Jackie Heuser will coordinate the next meeting which will be held in December.

Concluding Comments: Commissioner Bald expressed appreciation for Dick Anagnost's dedication to the Council noting that an excellent agency is transitioning to DRED. He hopes that other partners and DRED can make a great agency even better. He is impressed with the excellent team in place and promising coordination.

Chair Anagnost made a final WOC Board meeting comment as President of the Workforce Opportunity Council, Inc. He thanked everyone for service on the Board, Council, and through committees. Paul Leather acknowledged the staff's hard work.

Adjourn: There being no further discussion Chair Anagnost adjourned the meeting at 3:10 p.m.