WILL NEDDERSEN: I'm sorry. Mandlee, thank you so much. Sorry for that. 

MANDLEE GONZALES: The answer to the same. It's fine. 

WILL NEDDERSEN: Hello, everyone, and welcome today. We just want to start off by giving you the focus of today's presentation as it was shared that we will be doing part one and then part two, today's focus for this presentation is, again, we're going to talk about member funding, as that sort of shaped our consortium, and then we're going to talk about our evolution of our bylaws as we've gone through a journey with bylaws, and then some next steps is our three larger focuses. So just give you some thought process on how you as your consortiums are working through this as well but giving you our journey and our picture. 

Again, I'm Will Neddersen. I am the coordinator for Test and Adult School but also the co-chair for the South Orange County Regional Consortium district or SOCRC. So with that, I'm going to just let-- Karima, very quickly, if you want to say hello, Karima, before I move to the next slide. 

KARIMA FELDHUS: Oh, thank you, Will. Good afternoon, everyone, and welcome. And I'm Karima Feldhus from Saddleback College. I'm the Executive Dean overseeing Extended Learning. Thank you. 

WILL NEDDERSEN: And then, Nancy Miller, if you'd introduce yourself. 

NANCY MILLER: Hi, I'm Nancy Miller. I am the consultant with South Orange County Regional Consortium and the Former Director of the Sonoma County Adult Education Consortium. 

WILL NEDDERSEN: So what you'll see in Resources today that we hope to share with you are three different items. One will be our 2019 bylaws, just showing you where we started from, and moving into the 2024 bylaws that we just adopted in January after work. And we'll talk about that journey and work. And then our SOCRC monthly project and work schedule as we feel that's an important tool that we use in trying to keep us in compliance, on time in all those different pieces. 

And at the end of our presentation today, you will see a QR code that will lead you to a folder that will have all three items into it, as well as we will try and share, when we get to those points, a link in the chat to be able to provide that resource as well. And with that, I'm going to hand it over to Karima. 

KARIMA FELDHUS: Thank you, Will. So the South Orange County Regional Consortium, also known as SOCRC consists of 10 voting members, 6 funded and 4 non-funded agencies. So the funded agencies are college and career advantage. That's the SOCRC South County here in Orange County, Irvine Unified School District, Irvine Valley College, our sister campus, Laguna Beach Unified School District, Saddleback College, Tustin Unified School District. And these agencies offer adult ESL citizenship, high school equivalency and/or high school diploma, adults with disabilities, and CTE programs. 

The non-funded agencies are also voting agencies are the Coastline ROP, Orange County Department of Education, and the Capistrano Unified School District as well as Saddleback Valley Unified School District. The last two non-funded members are also Saddleback K-12 feeder school districts that transitioned their adult education programs to Saddleback College starting in 2015 as part of AB86. 

So with that, we thought we need to bring up a conversation about member funding as that sort of drove our initial bylaws or our initial guidance of our consortium. So we started out as a consortium that was a fiscal agency, meaning that all of our funds flowed through our community college district, if I can put that clear, South Orange County Community College District. And from there, funds would be allocated out to each funded agency. And through our journey, starting again in 2016, there were some highs and lows of receiving funds and when funds would be received. 

It wasn't because, one, our fiscal agent wasn't doing their job, just that balance of going from there. So it started dialogue about do we stay as a fiscal agency in our consortium or do we move to a direct funding model. And that took, again, 2016 to about 2019 is when we started to really have those deeper conversations about transition because, again, everybody wanted their funds, let's be honest, to afford our programs and keep them going, needing funds on time. And we felt that maybe that change might be necessary. 

So it started a dialogue. And that dialogue also had to start looking more into our bylaws as well. And the importance of what the guidance was in our bylaws in trying to make those decisions. So with that, in about 2021, if I have the date correct, we transferred from a fiscal agent to a direct funded consortium. And with that, we had the fiscal agent funds that were set aside for management of our consortium that needed to be reallocated. And there was a significant carryover that we as a consortium needed to discuss. 

And in that discussion starting to realize how were we going to spread the wealth of those funds or make the best decision for our consortium and keep it as a tool to use for the consortium as well. So it brought in a practice for us of how we collaboratively fund-- we share the funds, putting forward a sense of transparency. Before that, I think, each of us sat in our own silos and looked at the work that we were doing with the funds being allocated to us. 

This started a dialogue of the larger picture for us as a consortium, how do we move the work of the consortium forward to be successful for our students in our region. So that was a big important practice for us. That collaborative fund sharing really brought a conversation about funds to be more forthcoming or reflective of what was truly there and how we would allocate that out, as well as understanding what the work was of the consortium, as well as the work or the needs of each particular independent agency that was funded as well. 

So that brought a dialogue then, do we need to memorialize this or put this as a part of our bylaws. So we are currently now again directly funded agencies or consortium with our focus on looking at carryover and talking about how we share that carryover if there isn't a plan that's already for it. We'll get more into that and how that change into our bylaws. But just trying to provide a picture of member funding as that sort of caused us the elements to start reflecting on our bylaws and making sure that we capture in their a guidance for how we do this process, this collaborative process of sharing funds and making our decisions about that fiscal agency. 

We all know that we have to make that determination by May with the CFAD but it was making sure that we have it in our bylaws as guidance for us and reminders of the work that we need to do. So handing that over to you, Nancy. 

NANCY MILLER: So this slide is boring. And it's because when you look at bylaws, there's no pictures, there's no definition. Well, there are definitions. But it isn't a really beautiful document to look at. It's not a coffee table book by any means. So why do we need bylaws? I think that's one of the questions that comes up a lot why do we really need these if we already have the practice in place. Part of the reason for bylaws is that you're a public agency. So you need to define yourself to the public who are you as a group, who are the members, and then what do you do as a group. 

It also defines your governance structure to establish how you do business. Like we said there were some practices that were in place. But for a while in the South Orange County District, there was a turnover in some of the voting members and particularly in the co-chairs. So if you don't have the people that understand how you were practicing your governance relationship, then having bylaws really helps to establish that or have groundwork or something that members can refer to on process and procedures. It also-- it also was a way to address some of the laws, the codes around CAEP as we transitioned from AB86 to AB104 and then updated under AB1491. 

All of these, when people come to meetings and talk about funding or re-establishing funding or fund sharing, it's something that we can say this is the basis for that decision. It's right here in AB1491. So those are some of the reasons that bylaws are important to your agency. 

WILL NEDDERSEN: Thank you, Nancy. I'm going to ask, I think, Karima or if I can ask the CAEP TAP team, if you will please put in the link for the 2019 bylaws. We're just going to talk about an evolution of bylaws and that work that went into that. So when we start thinking of that, there's a need to understand, again, Nancy brought up policy procedure and understanding the guidance that we should all be using to keep our work transparent, honest, straightforward, and in compliance with the laws that are set before us. So in 2019, as we started talking about representation of our consortium. 

We originally had chairs that represented both community colleges. And they were the chairs that looked at working with the college district for our fiscal components of that and just moving us forward. The dialogue then came in, the need to make sure all voices are heard in representation. So we saw this change in bylaws of a need to be able to have chairs that represented both our community college agencies as well as our K-12 agencies. So that is part of that process. 

And with that, after that, I'm going to be honest to you, there's a couple of consortiums out there that we started pulling your bylaws to be reflective on in 2019 to use as some guidance for us and bringing that information up, talking about what does a vote represent and those pieces. With that, we started also the work of looking at subcommittees because we weren't getting the bylaw work done in our general session meetings, but started pulling subcommittees that could be reflective, and bringing that work back into general sessions so that way, we knew every agency was always updated on the work that was going on or what was going to be proposed and bringing bylaws out for a vote. 

The other piece of that is-- you've heard me use the word transparency. I think I'm going to use it multiple times. But allowing not only transparency but collaboration. I hope you're hearing from me, we started initially as a consortium, individual silos, or I'm going to say we're going to call ourselves the North and the South, and started realizing North and the South wasn't doing the best for the adults in our region that just needed that support. 

So we really wanted to build on that collaboration component of that as well as not just entering numbers into NOVA, but what do those numbers mean, what is the achievement of our students, what is fiscally happening for the success of our program. So that's where that collaboration and dialogue really came out in the subcommittee work, and looking at what our bylaws sort of gave us in guidance. And we even started in 2019 trying to use the words member effectiveness from guidance. But we still needed to define that. 

So refinement coming into that. And then, again, fiscal and funding applications, if I can put it out there, really trying to understand who's responsible for the larger work of the consortium as well as the individual work, and how we make determination of sharing and collaborating over that work as well. So that's what you see in just looking at those 2019 bylaws is our starting in that process. So that's why we share them is to put that in a perspective of where we came from to the 2024 bylaws. 

So with that, Karima, I'm going to hand it over to you. 

KARIMA FELDHUS: All right. Thank you, Will. So in order to meet the-- well, let's see, slide 10. So we're going to be asking you questions so we can hear from you in the chat. But in order to meet the changes in the laws, including AB1491, we deemed it necessary to create a calendar that we call the monthly project and work schedule calendar. And it's included in that resource folder to keep us organized in on task. This calendar drives our agenda. 

This way the members know what to expect every month of the year. If you open the PDF file now or later, you will see the schedule starting with July 2023, for example, July 15, final student data due in TOPSpro. Review number two, review SOCRC bylaws and discuss potential changes needed. That happens in July. Number three, approve final draft of annual plan. Number four, approve consortium marketing plan, et cetera. And month of September, you'll see is very long. 

So this is a fluid calendar in that it can be edited at any time. And of course, we share the edited or the changes with the membership every month as new projects come up and deadlines change. And of course, always, we make sure that all members receive this information in advance. Thank you, Will. 

WILL NEDDERSEN: Awesome. I think the other thing to think about when looking at reasons for change, AB1491 really came out and put us for a place of what work do we need to do in making sure that we're compliant with what the guidance was from AB1491. And then further identifying funding, as Karima shared, we have four agencies that are not funded. So what do we do for an agency that wants to join us in funding in those pieces? 

So that was part of that dialogue and evolution of change that needed to happen. And then really making sure that we-- connecting back to Karima sharing about the project work schedule meeting state guidelines, as well as holding ourselves accountable and making sure that we're sharing and transparent with our agencies as well. So just more reason for that change. So, Nancy, how about if you take us through a conversation of some of that change? And we can-- if you're not seeing it in the resource file, share the bylaws for that were adopted in 2024 in the chat? 

NANCY MILLER: OK. So why are we talking about this calendar so much? Number one is because, in the recently approved bylaws, we actually expanded our timelines and calendar article because that was also part of our member effectiveness, which is next week. And so we thought it was really important that we tied all of these things together. 

Number one, to keep the co-chairs group on track as they were setting up agendas but also to let all of the members and participants in the general meeting know what to anticipate, particularly since there were now quarterly presentations for fiscal administration or for agency, quarterly reporting, fiscal quarterly reporting. We wanted to make sure that all of that was put into the bylaws. 

So in 2019, you'll see on the chart, there's approved in 2019, that was pre-transition to direct funding, and approved 2024. And a little side note on this, when you're going through your bylaws, it's really important that your members really understand what the content of the bylaws is. And while there is the adoption of the bylaws, usually, it has a first read, and the next meeting, there's a second read. 

Sometimes, it takes more than one read. Sometimes, it takes five reads. We started the process in September and just finalized or approved the bylaws in January 2024. So it's a really important informational document for your consortium. So it's important to take the time to make sure people understand what they are approving. So in 2019, there wasn't really a formal Article I. It didn't have that general provisions. 

It did have a lot of information prior to the start of Article II. And that was guiding principles, programs, funding, kind of a mix and match of information about the consortium. Once we were going into the real overhaul of the bylaws happened this year with the advent of AB1491, there was a general provisions article. And if you do have that open-- if you're like me and you're not super adept at toggling between documents and listening to a presentation, you can go back and look at it later along with the slides. 

But we put general provisions into Article I. So Article II, then it used to be membership provisions, so focused on who the members were. The flow from general provisions was really into who we are, and then what we do, so adult education programs became Article II. The definitions had changed a little bit from the initial AB86. So we wanted to make sure that they were updated and reflected not only the key programs as they're identified in education code but also to elaborate a little bit more on actually what we provide. 

And I'll give an example of that in ESL rather than just say English as a second language, we put civics, we put citizenship, we put other types of ESL programs that we have. The Article III became-- it was the medians article. But Article III, in the 2024, actually became consolidated membership information. And one of the things that was discussed that happened over the 2022-23 year into '23, '24 was that agencies indicated that they may want to not be members anymore, particularly if they weren't funded members of the organization. 

And so there was conversation in the subcommittee about do we need a process if somebody is going to relinquish their membership because you can't just say, hey, I don't want to-- I don't want to come anymore. I don't want to be a part of this anymore, and walk away from it and never show up again. There are certain quorum requirements or the approval of things in NOVA that require, if you are a voting member, that you be present that you participate. It's also, again, part of our member effectiveness that you'll see. 

So we really thought we should address what happens if someone does want to relinquish membership. So that became part of our consolidated membership article, which was Article III. OK, well, I think we're ready for the next slide. Article IV used to be the executive committee. Executive committee was the former name for general membership meetings. Article IV became the meetings. And we consolidated information from the 2019 document, meetings information was listed in Articles III, IV, and V. That all got consolidated down into Article IV. 

And we were very careful to define names to make sure that the co-chairs really was functioning as the executive committee. And when all of the group came together to have voting, or decision making, or planning, that that really was called a general membership meeting. Committees was its own article. It didn't need to be its own article. It really was embedded under the meetings or part of the co-chairs' responsibilities. So the committees article went away and became member effectiveness. 

This was a really big change. There were two big changes. And one was member effectiveness and one was funding. Member effectiveness includes the state definition for consortium effectiveness, the seven areas that are identified for member effectiveness. And it also defined further non-funded member effectiveness versus members who were funded member effectiveness criteria. And then the technical assistance process that members would go to if they did not meet the member effectiveness criteria. 

So all of that is laid out in Article V. Article VI was fiscal year. And this was really an underutilized article. It really only said, we run from July 1 to June 30. This is where we actually put in the reporting calendar information that was tied to member effectiveness. It is part of the member effectiveness criteria. But we put in all of the big important dates, like when is your fiscal quarterly reporting due and timelines that are specific to CAEP. Just two of them very consolidated. We didn't do the whole calendar that CAEP puts out on the website. It was just a very concise, here are the really important things that tie back to member effectiveness. 

WILL NEDDERSEN: Nancy, can I add to that, in all of this work that you've been talking about has been subcommittee work that we were dialoguing. And one of the key pieces on that was understanding the importance of Q4 and making sure that we're up to date in giving NOVA that information for Q4. But also knowing as agencies for the consortium, we're all in this present together, especially knowing AB1491 is clear, 20% carryover for a consortium. 

Being over that will put them into technical assistance and those pieces, and then making it clear that we all make that impact. Each agency has an importance to contributing to making sure that we have reported our information clearly. So it's not an unknown. Oh, will we meet-- will we not meet that 20% or what the guidelines are for each agency? And I think that's an important piece. And I think something else that we should clarify for you as well. You hear a lot about the co-chairs. We technically do not have a director for our consortium. 

Again, part of that, we do leave some fiscal funds for management of the consortium that sit with one of our colleges. But really, it is the co-chairs that work together, and then Nancy, as being a part of a hired advisor or consultant for us on top of the work we do in some committees has really brought this conversation forward. So just trying to give you a picture of how we operate and function because I know some consortiums are fortunate enough to have directors. So I'm not trying to do it on their own and the work that goes into those pieces. 

So I thought I would just bring a little clarity into how those elements come together and work together. And that importance of that calendar being there, I'm to be honest, I was one of those agencies that might not have been directly on time but needed that accountability because the other part of that is we bring up, in 2019, we saw over 6 of our agencies have leadership change between 2018 to 2019, and really, that's where bylaws also came into this conversation, our guidance for doing that. 

So sorry, Nancy, not to take your time away but just want to add that insight into why these, again, getting to 2018 and then that change that happened from the subcommittee work and guidance of AB1491. 

NANCY MILLER: And again, I want to point out, we do a lot of subcommittee work and then bring it back to the general membership meeting. But one of the things that the consortium did differently this year was to kick off the bylaws process by having a retreat of the members. And that's where it was a 3-hour, 3.5-hour retreat. 

And we really went into depth on what the bylaws were, why it was important to have changes to the bylaws, what were we already practicing that we were memorializing as part of the bylaws, and why it was important to understand this information. So we had this meeting. It was open to the public. But it was really a retreat for the people that were going to be decision making and having input. Again, the documents sent out for review as well as having the meetings it came back to a couple of general membership meetings after the retreat to be approved. 

However, there were still some questions because there was so much new information that we decided that it was necessary to have a professional development day. And so we had an hour and a half meeting that was professional development that specifically went through not overall bylaws, what were the biggest changes and what did that mean voting wise or policy and procedure wise for the members of the consortium and voting members. So that was part of the process that we did a little bit differently this year. 

We really made sure that we went over information very carefully because there was so much that was new. And again, sometimes reading codified information is really difficult. So we wanted to make sure people were understanding of how this changed. 

WILL NEDDERSEN: And, Nancy, I think a part of that change. And I know that we're not going to touch a lot of it today, but was also determining the tools to be used to go into member effectiveness. I know I maybe switched the slide too soon. But really, that member effectiveness brought in a lot of tools or expectations of us as well as a consortium. And I think that's important to understand. That's why these subcommittees work in conversation and bringing it back in or when we attempted to start using certain tools, that came in and really had to be reflected in the bylaws as well or what was really needed to be in the bylaws or just be our policy procedure, that's outside of our bylaws as well as tools to help keep us accountable to the effectiveness for the consortium. 

NANCY MILLER: So number seven in the old bylaws, really talked about amendments to the bylaws, how did you go about that process. Number seven became fiscal administration. As you can see, I'm going to jump ahead a little. Bit but the fiscal agent or direct funding was really the fiscal administration clause when do we deal with do we want to be fiscal agent, governed consortium, or do we want to be a direct funding consortium. So that fiscal agent or direct funding went up to the fiscal administration, how do we operate, when do we make decisions, again, part of the calendar but memorialized in the bylaws. 

What became really, really important, again, with this one, member effectiveness and technical assistance was a big one, but funding. There were a lot of questions about not all of our agencies are funded. So we had one or two agencies, one agency that isn't funded that wanted funding, other agencies that may be needed more funding, and we had a process and procedure already in place that had been used three years in a row to disseminate what is now considered excessive carryover under AB1491. 

So we wanted to make sure that we had those steps in place for how we could do one-time funding or if there was going to be a change that an agency needed ongoing funding, what processes do we have in place to change funding within the organization and how is that approved, how is that brought forward. So funding became a huge part of that because, earlier, when we talked about membership, we had a clause for relinquishing membership. If a member relinquished, a member was funded and relinquished their membership, then there had to be a process for the redistribution of the funding, both carryover and new funding that came from a funded member going forward. 

So that was also included in the funding article. And it refers specifically to the education code that states how funding is distributed under CAEP. So once you have funding, you can't get funding taken away unless under the following conditions and then reference specifically to where any member of the public or any voting member of SOCRC could find that information within that ed code. So throughout the bylaws, there are references to ed code where we thought it was important to keep the original context of the codified language. 

And then there was no Article IX but Article IX became, how do we review and amend bylaws. So Article VII then became Article IX. And so that was the process that we used in the huge changes just in five years from prior to direct funding to direct funding plus AB1491. OK, I think it's over to Karima now. Is it? 

KARIMA FELDHUS: Thank you, Nancy. And before I address this slide quickly to add to what you said and what Will said, a lot of us are new. Personally, I joined the consortium in 2018. And it took many years to get to where we are now. And we actually credit 1491 to help us. We now have teeth. We've been asking members to share, for example, to share how they are spending the money. And we received pushback. 

With 1491 and the change to the bylaws, next slide, please. And we're going to talk about what process we follow, we're in a good place now. And that's-- 

NANCY MILLER: Karima, can I interject real quick since we're transitioning out of that. We have a question from Janice from Solano Adult Ed. And she's asking should our bylaws follow this template Articles I through IX. So, Will or Karima, do you want to answer that question? Let me look at the question again. Should our bylaws follow the template Articles I through IX. 

KARIMA FELDHUS: Go ahead, Will. 

WILL NEDDERSEN: No, I was just going to say I was about to type it. It's really a determination from your consortium on where you see your breakdown of what's needed to be guidance for you and your bylaws, for your agency, that you'll see for us going from the 8 to the 9. We took the 8 because we saw that as an example from another agency and agreed with that at the time in 2019. The ninth area which was really member effectiveness for us, we felt like that needed to be pulled out and to be its own clear element. 

That's where we added the ninth one. But it really is a consortium's determination that you really want to determine together as a group on how many articles you would like in your bylaws, giving you the right guidance for doing the work that you do. 

KARIMA FELDHUS: Thank you, Will. So this leads us to ask you all to share with us. So before we talk about our bylaws or the ongoing process for our bylaws review, we would like to ask you about your bylaws process, if you would please share with us in the chat how often does your consortium review its bylaws? When will you next review your consortium bylaws? We're curious to see what processes you have in place. Let's check the chat. 

WILL NEDDERSEN: Forgive the quiet for a moment while we let you guys type that in. 

NANCY MILLER: People are typing I'm just going to read out partially for our recording. But for everybody else who isn't looking at the chat while they're typing. But Emma Diaz, she says that her consortium reviews them annually when they fill out the CFAD. Kishan-- and please correct me if I say your name incorrectly, AB1491 amends existing law by authorizing consortium to reduce members allocation by no more than the amount of the member carryover. The member has been consistently ineffective in providing services that address the needs identified in the adult education plan. 

KARIMA FELDHUS: So, Nancy, I think the question is about AB1491, and please correct us if we're wrong, effective '22-'23. Yes. And then they postponed it to '23-'24 if I understand the question correctly. Keep tab here, Mandlee or Holly, if you could jump in as well. 

MANDLEE GONZALES: Let me-- I'll turn on my camera. And, Holly, you can also jump in here. So the clocks if you will started tracking in the '23-'24 year. So as you enter in your expenditures into NOVA, and you will start to see some of the NOVA enhancements. As you log in, you'll start to see some changes start to happen, especially with your fiscal reporting and those expenditures. 

And when you complete. When your Q4 hits on September 30, that is when you'll really see the effects of the carryover compliance in the enhancements within NOVA. And let me ask, Kishan, does that answer your question or-- 

HOLLY CLARK: And I think that-- Yes. I think I've spoken to Kishan about this in the past and the legislation does clearly state that it begins in '22-'23. However, all of the directive that we have received from the CAEP office is that it's two consecutive years and that that first year does begin with '23-'24, which gives a little bit of probability to what Karima said, that it was postponed for one year. 

MANDLEE GONZALES: Thank you. Thank you. 

NANCY MILLER: And then we have one of the-- actually, three of the agencies say their bylaws were last updated in 2019. But the agencies or the consortiums are in the process of being updated. And there were a couple of high fives for Emma that said their process is to review annually prior to CFAD submission. 

KARIMA FELDHUS: Very good. Thank you for sharing. We'll go to the next slide. And we'll share with you a screenshot from our current bylaws. The current bylaws from 2024 that were actually fully approved this past month. So we take a-- well, our bylaws get reviewed at least-- we say at least every two years. So no more than two years. So it could be every year or as needed. But at least every two years. 

So we take our bylaws changes to the consortium, general membership meeting for approval, and we require a two-third vote. So for us that's 7 out of 10 members. We require a first read and a second read. And each time, we provide ample time to the members to review and provide comments or make suggestions. For the current 2024 bylaws, it actually took, I believe, four meetings. Because of all the changes that Nancy reviewed a moment ago, we felt the need to bring it back and back, not just have two readings but multiple readings until all the members are comfortable with the changes because they're major changes. 

We also specify that prior to the vote, each voting member receives the bylaws at least seven days in advance. We're governed by the Brown Act, and we send the meeting agenda, minutes, and materials. The first day, we meet every month on Mondays, and we send out all the materials by Thursday of the previous week. But when it comes to bylaws, we actually give them even two weeks. So in our bylaws, we say at least seven days to give everyone a chance to read. All right. 

WILL NEDDERSEN: And, Karima, if I can add to that, that was on top of the bylaw work that was done in sub-committee to allow each agency was invited to send members or multiple members into that conversation to be able to add or reflect with us during that time on top of share outs that were done at every general meeting on top of the official reads and professional development day that happened for the bylaws. 

KARIMA FELDHUS: Absolutely. And on top of the September retreat, I mean, we worked on it in the summer, the retreat in September, brought it back. So from September, the retreat is like a half day retreat until January. And we just approved it this past month. 

WILL NEDDERSEN: And, Karima, I think part of the non-rushing of it was also understanding that member effectiveness piece, if we look at 1491, really, the conversation is around member effectiveness, and then having to look at what is that technical assistance going to look like for the consortium as the consortium is the ones responsible for the agencies. So I think that's an important piece that we all process and understood on top of making sure votes compared to-- normally, if you read somewhere else in the bylaws, our general vote is a majority vote. 

But here specifically for bylaw change or for relinquishing membership or those pieces, it was taking that two-thirds vote. So making sure we could all process that together as well. 

KARIMA FELDHUS: Absolutely. Thank you, Will. And part two of this series, next week, we'll go over those tools. Will. 

WILL NEDDERSEN: Thank you so much. So this is our last slide in our presentation. Just looking at time frames. We want to be able to open up for questions to you. But for us, it's next steps, what are we doing. So we're really excited to say we have our new updated bylaws that are 2024 that try and attempt to address 1491 and going through that journey, reading the guidance that was provided by the state, and asking questions, clarity in those pieces. 

But it is important to know that we then attended an awesome CAEP TAP webinar on January 30 that gave us a conversation on the NOVA enhancements and carryover compliance all connected back to 1491 that started to say, hey, wait a minute, are we defining the way the state is now giving us definition of those pieces, one of them really being the idea of carryover. Again, we use the term excessive carryover. 

But then this concept of true carryover was brought up that we know that we want to go back to and start having that dialogue about what is true carryover, how is that defined, looking at the idea is if a new administrator joins in, it's not six years in the making but you should be able to read the bylaws and have some understanding of what that means or where to find that information. And then our conversation, again, back into member effectiveness, just wanting to reflect the words that we have written into our current bylaws, are they really meeting what guidance was given us and about member effectiveness, and then going back to our technical assistance. 

We feel like there might have been a few more things that were brought up that do we need to bring those into our bylaws as well. So our plans and next steps is really looking at bringing a subcommittee back in to continue to be reflective on AB1491 and the terms of definitions, clarifying our voting structure, making sure that we are set with what we believe our structure is. It's not that we doubt it, but making sure it aligns with the new guidance that was there. 

And then the other piece that's there is the NOVA monitoring tools and reports, do those need to be brought into our bylaws to understand the seriousness of it or dates to those tools needing to be added possibly to our date so we all understand it clearly. These are important pieces especially knowing that that Q4 funding information is so critical to identifying, again, excessive and true carryover and those elements. 

So our plan is to bring a subcommittee together to start that work and allow individuals to come in and be reflective with us and the agencies that bring our consortium together to really say, how do we define this and making sure that it's in alignment with what guidance we've been receiving, especially January 30. I know, for us, and the executive committee, we sort of sat going, hmm, we already have some questions. Let's bring it to agencies and be reflective in it as well. 

And I would assume a lot of you might have had those same possible thoughts and reflections how do we keep working this through. So I wish I could say our January 2024 bylaws are the ones that hit everything in AB1491. But that's the joy of bylaws. I know Nancy we went through a slide that she said, oh, they're plain and boring, but they're living and breathing in one sense that really give guidance. 

So that's the steps for us in trying to move forward in our bylaws to keep us in compliance and working as a consortium to be successful together, again, bringing it back to our students, making sure our funding is there focused on our students, what carryover, how do we help each other in supporting in that carryover, or the needs that agencies are there. Again, you'll hear more about our tools conversation. But we, in that carryover, excessive carryover situation, we do ask our agencies to share, do you have needs, even if they're not-- technically, there's not excessive carryover, we're in the no of those needs that come on as well as the fiscal tools that we use. 

So again, I know I'm giving a sense of a preview of some of the tools in our next session. But that comes up here. And that'll be reflective also in our next steps for keeping us in compliance as well. Karima or Nancy, anything that you would like to add about our next steps? 

KARIMA FELDHUS: No, thank you, Will. You covered it, and look forward to next week's session. We'll go into the details discussing the tool. 

WILL NEDDERSEN: So this is our slide just on who we are and our email addresses. Sorry, it's a little wonky that they break apart. But the tools are there. That QR code, if you weren't able to get the link to our resources. That QR code takes you to that. The folder for us as well that has again-- it's our 2019 bylaws, our 2024 bylaws, and our work-- our project work, schedule, our calendar, which we, again, address every year and trying to update, trying to help our members who not only work slowly in adult ed but might have other priorities too, making sure they're kept in compliance for us as well. 

So with that, we would love to open it up to-- if there are questions, you're welcome to put the questions in the meeting chat team, are we comfortable with people coming off of mute to ask the questions as well, if there are any questions. 

KARIMA FELDHUS: Now while we're waiting for people to ask questions on chat or in person, I'd like just to commend my co-chair and Nancy, our consultant. We've come a long way as a consortium. The last what 5 to 6 years, and again, 1491, we really paved the way and helped us. And we anticipated that change because we had heard about 1491, like, several years before we started implementing it. And we were proactive. At one point, Will did share that some agencies have a carryover. I would say Saddleback, coming from Saddleback, I can just say we had a large carryover in anticipation of 1491. 

We allocated-- we did one time reallocation, we helped another agencies build classrooms. So we worked so well now as a consortium that we look at every agency, their needs, and you look at the tools next week to also survey the agencies to be proactive if an agency needs classrooms or needs special equipment like one of our RFPs CCA. 

We actually reallocated several times from Saddleback College to our member agency. So we work very well together. And they're-- and correct me if I'm wrong, co-chair, Will and Nancy, we actually do not have any disagreements. We work so well together as a consortium. 

WILL NEDDERSEN: Well, maybe not disagreements, but differing opinions that be able to-- the dialogue gets to come out. And I think that comes out with our agencies. But I think we've built the place in our consortium to understand that and ask those questions. And part of the tools come in that as well. Again, talking about finances and understanding people have the right to ask questions and not in a derogatory sense but just to understand and process together. 

So that's where the bylaws and then the tools really come together for us to allow that. And then I see here, Janice has just added a comment that says their bylaw committee submitted a redlined word document tracking changes on, showing the exact wording changes to the board, then dictated time during two meetings to discuss. We've not tackled member effectiveness yet. Please know, we hav ea-- we didn't want to provide that document but there's a clear document with all these changes, reds, and blues, and greens, and everything else that really came into it. 

But that's why we kept bringing back. Every time, we would talk about changes or give updates to the general session was so that people could see that. And then when they were given those line through bylaws, there was hopefully time to process because they'd heard that as well. So I think that's critical in keeping that information. So even if it's subcommittee work, the promise was always, if you couldn't get a member to it, especially for-- we have one agency that's much smaller than the rest. 

If you can't come to the subcommittee, you're going to hear the updates and get that information to the best of our ability in the general session. So that was our promise. And following through on that promise is pretty important. And we would even take individuals who couldn't come to every subcommittee meeting. We just wanted people to come to get a voice and see and process at different times. So we invested in that. So keep it on, Janice. And don't be afraid of member effectiveness. But know that it is definitely a dialogue, whether it's an article or something that you just put as one of your sub-article information pieces. 

I'm not seeing any other questions. And we don't want to take anybody else's time. We know how precious time is. I'm just going to put up, if you could, for the sake of us, maybe being reflective for how this presentation went or giving us information as we look at for the tools, if you would please take the time to complete the evaluation. I've got in the QR code there. But I believe our CAEP TAP is going to stick it in the evaluation. I see it already in the chat as well. 

If you would take that time to complete it, we'd appreciate it for the feedback. And if there's anything else that we can support you with, the presentation has our emails to it. I think all of us would be happy to join. And I just want to reiterate this. We are fortunate that we've used Nancy as a consultant, as a great resource. But Nancy's also given it back to us as well in taking ownership. So it's a collaborative process even there and using the consultant to support us. 

So we appreciate that work as chairs. And I know our consortium does as well. 

NANCY MILLER: Thank you, Will. 

MANDLEE GONZALES: Anna, has a question. 

EMMA DIAZ: Actually, not a question. I think we're very fortunate, thank you for your presentation. One of the things that I'll say that is kind of a resource we've used for a lot, even with our bylaws and so forth is I like that NOVA now, when somebody certifies like the CFAD itself, it shows you when the stamp, who certified it, the time they certify. So I feel like that's very independent and gives a lot of strength or meaning to what we do when we certify that because remember I've been in this position for almost 10 years and went through the whole process of our very first governance structure and how uncomfortable that made people feel because we were different systems coming together, trying to figure out how we were going to do this. 

And I think we're at the point now where I think the NOVA system really helps us with our bylaws as well to be able to show how, when each of the members goes in independently and certifies, yes, this is what we agreed to, we actually have been using that PDF to actually put it in our minutes to show that everybody was in agreeance because of the sensitivity of funding, and so forth. And I know, Will, you said it very gracefully of what the bylaws really symbolize. And it is us coming together and working together. 

But I will say that I think we're in a much better place than where we were when we started all of this. And I appreciate that you broke down each one of these steps because it does take time to do each one of these and just build that trust. So, you know, congratulations to your consortium on how you're doing things. And I feel like we're just in a much better place than we were even four or five years ago. 

KARIMA FELDHUS: Thank you, Emma. Thank you. 

WILL NEDDERSEN: Yes. Thank you very much. And I agree with you, Emma. I think where it would be like, man, change! This is good change. Just like the idea of COVID and the change that it brought in some of our practices, this is another one of those impetus of good things to happen in that collaborative process is really important. 

EMMA DIAZ: Well, I mean, I always say, most people can't talk about money at home, let alone now come to a table with strangers and divide up millions of dollars. It's not easy, and it is uncomfortable. So I think being able to sit through that uncomfortableness and finding a way to work together, you do come out better on the other side. It just takes that uncomfortableness of sitting there and doing this. 

WILL NEDDERSEN: Yeah. And I'm sorry to plug it again. But that tools conversation, let me tell you, that fiscal presentation, that tool that we use, there's been a lot of questions, why are we going through this, isn't it here in, Nova? But really bringing it forward. So hopefully, we'll share a little bit of our bumpiness along that way as well. But, Emma, thank you so much. 

EMMA DIAZ: And your bylaws serve as an onboarding tool. So you're welcoming people to how you do things. And it makes it a little easier so they don't feel they can change everything the minute they come in without understanding it as a new member. 

WILL NEDDERSEN: Six years ago, that was me. 

KARIMA FELDHUS: Good point. 

MANDLEE GONZALES: OK. Well, thank you, Emma, for your contribution, Will, and Karima, and Nancy for joining us today. I'm so happy that you found the time. I'm so happy that you've done all of this work, and that we were able to have you back. I know you're at the summit. But I really am glad that you were able to come back. I know that some people who registered weren't able to join, and they've already requested the recording. So as soon as this is remediated, we will absolutely share that with everyone who has registered. 

And then you'll also find it on our website. If you haven't already, Holly has dropped it in the chat, please register for next week's part two of coming together as a team to address AB1491. There will be additional tools that the team has gathered and will share with you and also walk you through those steps in how they're utilized. So I just would like to say, again, thank you all for joining us. We will see you this same time next week, at 1:00, for part two. Have a great day. 

WILL NEDDERSEN: Thank you, everyone. 

EMMA DIAZ: Bye, everyone. Thank you.