Meeting minutes 5 7 2015

The MAY 7th 2015 iGATE DevCorp Governing Board meeting was called to order at the 2nd St. iGATE location at 5:32 pm by Chair, Sblend Sblendorio. Present were (Executive Director) Brandon Cardwell, Chair Sblend Sblendorio, Secretary Marshall Kamena, CC Newell Arnerich, Rameet Kohli, Rick Lazansky, Doug Rotman, Art Pontau, Dale Kaye, Buck Koonce, CM Nelson Fialho and NEST Chair Shail Khiyara.

No participants came forward for the Citizen’s Forum.

Minutes for March 24th, 2015 and the Financial Statements will be presented at the next meeting.

Suggestions for different structures for the DevCorp iGATE Governing Board were presented. The basis for which was an outgrowth of a meeting on April 14, 2014 and heretofore not discussed at any DevCorp or NEST meeting. This alternate organizational chart had been agendized for the NEST Board last year. However, the NEST Chair was called away due to a family emergency outside the USA and no discussion or action was taken on this issue. The authors of the proposal were DevCorp Chair Sblend Sblendario, NEST Chair Shail Khiyara, Pleasanton City Manager Nelson Fialho, and Pleasanton City Attorney Jonathan Lowell. The graphic essentials follow.

Proposed Structure City B City A

City C $

$

$

Board A 501 (c) 3

Comprises of City Officials Purpose: • To drive Economic Development in the TriValley Region with emphasis on creating jobs and companies.

Outcome: • Subject to Brown Act and CA Section 1090 • Allows City officials to participate on the Board

$ Based on certain criteria TBD

Board B 501 (c) 3

Comprises of Private Sector Purpose: • To define the vision and strategy of iGATE and provide governance Outcome: • Not subject to Brown Act or CA Section 1090 • Opportunities to bring in private sector investment • May be or may not be a pay for play

Seed Fund $ Inv. 1

$ Inv. 3

$ Inv. 2

Prior to the presentation NEST Chair Khiyara reminded those present that the NEST Board still exists and has assets. It may dissolve some time after the fate of the DevCorp Board’s membership is settled, but that meeting has not yet happened.

He proceeded to explain the “Proposed Structure” graphic on the agenda has two entities. One is Public in construct and the other is comprised of Private Sector members. There was general consensus that in this model both LLNL & Sandia Laboratories would be placed in Board A.

Mr. Khiyara mentioned that Board B would have he ability to fund the incubator and bring other private sector monies to its private sector corporation. Board A becomes a governing board subject to the Brown Act and would be prohibited from funding projects as it controls public (tax) money. He went on to say that with the recently approved proposal of a new body called the “Advisory Group” it really has no powers at this time.

E.D. Cardwell asked (apparently rhetorically) if “Board A would have oversight?”

Chair Sblendario theorized that in 60 days iGATE (DevCorp) will have advanced to a cash-­‐flow neutrality state. He asked if at that time would the Board be ready for the next step, namely a positve cash-­‐flow status through seeking out & gaining investors.

Buck Koonce observed that he is observing companies looking for money, not those with money in hand. Rick Lazansky volunteered that he has helped refine an accelerant model in Berkeley where 15-­‐20% are incubated, then later ready for funding. Buck added hat there are several growing companies at LVOC now occupying 30K square feet.

The differences between the new Pleasanton incubator & iGATE were discussed and dispatched due to fundamentally dissimilar goals & governance rules.

An opinion by Cm Arnerich was presented when he said that we may well need two Boards (vs. a Governing Board & Advisory Group) as long as the rules are followed and the organizational chart “keeps the boundaries clear.” It was also emphasized that the iGATE advantage compared to other entities is that “iGATE has access to the science done at LLNL & Sandia Laboratories.”

A discussion ensued regarding the following issue: “Maybe two Boards are not necessary. If not, what is absolutely essential?” The answers centered on who is running the incubator. E.D. Cardwell asked what the growth trajectory might be. An additional opinion was offered by Cm Arnerich that the three objectives for iGATE have been met with regard to reorganization & starting new businesses. He believes opening the 2nd Street location was central to these successes. CM Fialho felt that an environment needs to be created where the Public Sector invites the Private Sector to participate. Rick Lazansky felt iGATE needs to be the watering hole for venture capital.

E.D. Cardwell responded that “6 of 6 companies raised a half million dollars here. What

about having one Board and have it be only a Private Sector Board? Some of the present DevCorp Board members then could migrate to the Advisory Group to mitigate Brown Act challenges.”

Several recent successes were also discussed by Mr Cardwell. He appeared to support the idea, however, of our recently adopted organizational plan with DevCorp Governing Board including Public Sector Members and the Advisory Group. He proposed the thought that outside of the mandated members of the DevCorp Board, the rest could choose whichever of the two groups one desires. If so those persons would need to follow the rules attributable to each group.

Some members favored a separate meeting to gauge the opinion of the City Board (Public Sector) Members and the Labs’ Members. Chair Sblendario said he favored a discussion with the 4 City Members & the 2 Lab Members to gain their insight on these organizational, structural, fiscal and philosophical issues before us. He appointed six members to consult among themselves with the Chair presumably present as well.

At 6:26 pm Chair Sblendario had to leave soon after he appointed the Members to this committee.

A discussion of the possible cooperation of iGATE with Las Positas College President, Barry A. Russell was reported by E.D. Cardwell & enthusiastically received by the Board.

Just before the Secretary, acting on behalf of Chair Sblendorio, adjourned the meeting to May 21st at 5:30 pm, Shail Khiyara reminded the members that the NEST Board is still set for after the DevCorp Governing Board’s reorganizational meeting to decide who is on what Board. He also presented an objection to the DevCorp Chair’s appointment of a committee without a majority consent of the DevCorp Governing Board.

Meeting was adjourned at 6:39 pm.

Respectfully submitted, Marshall Kamena, Secretary to DevCorp