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Statement before RA Board on MediaWorld Contract and Board Open Discussion of Same

December 7, 2016
By: Irwin Flashman
I come before you this evening to discuss certain aspects of the MediaWorld contracting process.
Before that, however, I want to remind you of several things which you ought to keep in mind.
The need for this contract is something which comes about, because the Members wanted an impartial
and independent investigation of the Tetra acquisition and rehabilitation project; why a number of
things apparently went wrong; and recommendations on how to prevent them from ever happening
again. So important was the idea of independence of the investigation to the Members, that the Board
agreed to have the Governance Committee and three RA Members be responsible for the selection of
the entity to undertake this investigation. That committee performed that function admirably, although
not unanimously, and received bids from nearly a dozen or more entities and narrowed the list down to
4 bidders, from whom it selected MediaWorld as the entity to whom a contract is to be awarded. The
Board is bound by that selection. It granted that selection authority to that special committee.
One, but not the only basis for the selection of MediaWorld, was the fact of its offer to do the work for
$1. Others were that it showed it would be independent; it would do the job in a competent fashion;
and it would give the Board a product that would be responsive to the RFP. There can be no argument
at this point about the competency of the bidder or the ideal price for the work to be done.
So, what then is the problem with the contracting? Why has it taken so long to not achieve a signed
contract? This should be straightforward matter, without the need of complicated attempts by the
Board to wrap itself in a protective cloak so tight that no light will ever emerge about the subject matter
to be investigated, either because no contract is ever achieved because of excessive demands by the RA
to protect itself and, in particular the Board, or because, if a contract is achieved and a report is
rendered, the Board can attempt to withhold the report from Member knowledge based upon an
alleged need for confidentiality. Neither of these results is acceptable to the Members.
The Board discussion of these matters ought to be conducted in public. There is no reason to hide what
the areas of contention are from the Members. MediaWorld and the Board are well aware of these
matters. It is the Members who are kept in the dark. It is the Members who are most concerned with
an open process; it is they (us) who wanted the investigation in the first place. Any further discussion of
the contract should be conducted in a public meeting, not executive session, so the Members can see
what the issues are and who is responsible for making needless and unwarranted demands and whether
ultimately the RA’s true basic interests are protected. We must remember that when someone causes
another damage, there is always the recourse to the courts.
Yet, there is another reason that this discussion should be held in public. It is not necessary for counsel
to opine. Whatever his advice may have been until now, the basic position has been made known to
MediaWorld. There is nothing that can be said to be confidential about the RA position; it has been
made know to the other side. Thus, there will be no attorney/client privilege attaching to this

Presentation to the RA Board by Irwin Flashman
Re: The Media World Contract for Tetra Investigation and Need for Board Public Discussion of the Same
December 7, 2016
Page 2
discussion, even about the specifics of items in the contract, as long as counsel’s advice is not sought
during the discussion. It has already been sought and received.
Moreover, there is every positive reason to allow the discussion to be publicly undertaken. We want to
know the reasons why the individual Board members think they can seek to avoid a contract by
imposing undue and excessively protective positions on MediaWorld. We cannot conceive of there
being any other reason why a contract has not yet been concluded. After all, MediaWorld has offered to
undertake the contract practically for free. It has already bent over far more than any other bidder; any
other bidder who qualified with a responsive contract and demonstrated capability would certainly
charge no less than somewhere on the order of $50,000 to $100,000, if not double the latter amount.
We want to know why any individual Board member thinks the contract should not be crafted as
straightforwardly and unburdening as other consultant contracts already signed and performed without
difficulty by other contractors, whose work was not as important to the Members as this one. In my
judgement, any Board member who opposes the holding of this discussion in public; who opposes
disclosing his position on why an onerous contract should be imposed on MediaWorld; and why he/she
believes MediaWorld should not be granted a contract under the most liberal terms, has not lived up to
his/her commitments on this matter and ought to resign forthwith from the Board. Further, he/she
ought to explain what it is they are afraid will be found by the investigation and why they do not want it
disclosed to the membership. Additionally, the Board members who insist on an onerous contract
which they know will not be acceptable and do so for that very purpose, ought to be required to fund
the cost of paying for the contract issued to the next best bidder out of their own pocket. The very
same onerous contract will not be acceptable to any of the bidders.
To put it succinctly: the Board should be open about the discussion of the contract from hereon in; it
should use a contract which is short and to the point, without unnecessary onerous terms and
conditions. If the Board is unable to do so, then those who oppose doing so ought to resign forthwith.
They are not serving the interests of the Members; in fact, they are obstacles to that end.