23February2018

Board Meeting Minutes September 5, 2017

Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.

Minutes
Redwood Community Radio Board of Directors
September 5, 2017, 4:00 pm
Healy Senior Center, Redway CA
 
 
Roll call
 
BOARD-APPOINTED: Treasurer Sarah Scudder, Mark Marchese, 
Christine Doyka,
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, Vice President Zack “Doopi” Gonzales
 
STATION MANAGER:  Cynthia Click
 
ABSENT: Eden Goldberg
 
GUESTS:  Chanin, behr. Michael McKaskle
 
Approval of August minutes
The “Financial committee report” item contained three erroneous sentences.  Inclusion of the policy manual and bylaws language changes was requested.  Bier moved deferral of minutes.  Scudder seconded.  Passed unanimously.
Approval of agenda
Scudder moved addition of a closed session.  Bier seconded.  Passed unanimously.  Durchslag moved approval of agenda.  Gonzales seconded.  Passed unanimously.
Open time 
McKaskle asked that the August minutes be changed to show that he had recommended  that the item on programmers who become political candidates be changed, substituting “declared” for “filed.”
Consent Calendar (Please see attachments.)
A. Delete contradictory sentence from Section 1.2, Family Membership. 
B. Modify Section 2.5.4.1, Mediation Committee Guidelines and Responsibilities to remove of two prohibited classed from definition of community member for purposes of seat on the Committee.  
C. Modify Section 5.4.6, Termination of Employment to eliminate sentence absolving Station Manager or Board from being required to follow RCR guidelines for termination. 
D. Change By-Laws to remove date-specific language from election requirements in Article V. 
Doyka moved adoption of the Consent Calendar.  Savage seconded.  Passed with seven yea votes, one abstention.
Management report
Click reported that one of two FCC change-of-ownership forms has been completed.  The EOE report is pending.  Pickup of trash along both KMUD-sponsored stretches of US101 is scheduled for September 16.  A trip for two to Grenada has been chosen as the Silent Drive grand prize.
Finance committee report
Scudder explained that she had not fully understood the differences between accrual and cash accounting.  Most RCR spreadsheets have historically been done on an accrual basis, although cash basis accounting can give a better picture of the station’s day-to-day financial status.  More use of cash basis will be made in the future.  Scudder reported that RCR is paid-up on all bills.  Humboldt County has returned $7,000 deposited in connection with a legal matter.  
Approximately $20,000 in underwriting debts must be written off as uncollectable.  Some underwriters were not billed for several months due to an undetected database failure.  Some have refused to pay amounts not billed originally.  Click said that going forward, all underwriters are being required to sign a contract and to pay at least a portion of the amount owed before any announcements can be aired.  The problematic database is about to be replaced.
A discussion of upcoming fundraising events led to agreement that all must be self-funded.  RCR’s cash flow is too tight to permit upfront funding of events.
Starck shared some of her analysis of budgets, including all costs for planned events. She noted the lack of accounting for paid staff time and for volunteer time, items which she said belong in any special event budget.  She proposed creation of a budgetary line item for fundraising events.  Starck suggested that funds for staff time might better be spent elsewhere
Old business (Please see attachments.)
A. Change Policy Manual Section 5.5.2, Vacation to eliminate annual payouts for unused vacation time and to set standards for accrual. 
Starck moved deletion of “full time” from the proposed policy.  Marchese seconded.  Passed with seven yea votes, one abstention.  Scudder then moved approval as amended.  Durchslag seconded.  Passed with six yea votes, one nay vote, one abstention.
B. Possible change in Bylaws, Article 3 regarding notification of Members in case of special meetings. (Please see attachment.)
Scudder moved adoption of the proposed change.  Durchslag seconded.  Passed with six yea votes, one nay vote, one abstention.
New business
A. Change “airways” to “airwaves” in Mission Statement.
After a brief discussion, Durchslag noted a lack of interest in the matter and suggested leaving it.  Members voiced assent.
B. Appoint Management Evaluation Committee.
Durchslag, Doyka and Savage agreed to be on the committee for the station manager’s six-month review.  Durchslag will seek a community member.  Click said she would have her self-evaluation completed for the committee before leaving on vacation later in the month.
Committee reports
Programmer representatives
A meeting will be held prior to the fall pledge drive.
Development
The Arcata Halloween Boogie was set for Sept. 28, a date with no competing events.  Eden Goldberg agreed to be coordinator.  Discussion ranged over the shortcomings of last year’s Boogie and ways to correct them.  Development Director Jeanette Todd emphasized the value this event has in building remunerative business and community relationships.  She urged the Committee to keep RCR’s presence in the north county healthy and on track.  Discussion turned to planned giving, with Todd saying that a planned giving policy is needed before such an effort can proceed.  This would be for the protection both of the station and of prospective donors.  The matter was referred to the Policy Committee.  The idea of a community forum received considerable discussion.  Click is looking for a date following the fall pledge drive.  Improvement of KMUD’s online presence was also discussed.
Committee meeting schedule
Unless otherwise noted, all meeting take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes have taken place in this schedule
 
Board of Directors October 10, 4:00 pm, Healy Senior Center
Development/Pledge Drive September 26, 3:00 pm
Executive September 19, 12:00 pm, Calico’s upstairs
Policy September 19, 11:00 am, Calico’s upstairs
Finance September 26, noon
Board Talk Show October 11, 7:00 pm
Board & Staff retreat September 10 & 11, Trinidad
 
ATTACHMENTS TO MINUTES:
 CONSENT CALENDAR, POLICY AND BYLAW CHANGES
 
Deleted language is lined out.  New language is underlined.
CONSENT CALENDAR, ITEM A
1.2 FAMILY MEMBERSHIP 
03/01 
For all subscriptions including and above the family membership category, subscribers will be asked if this is a family membership. Family memberships entitle two people (both names shall be on record) to vote for the membership seat. All family subscribers shall receive two ballots for all elections in which this class of membership has the right to participate.
 
CONSENT CALENDAR, ITEM B
2.5.4.1 MEDIATION COMMITTEE GUIDELINES AND RESPONSIBILITIES
……………..
MEMBERSHIP OF COMMITTEE
The committee is to be composed of five members.  KMUD programmers and volunteers will elect two of these seats. The Board of Directors selects and appoints the remaining three seats made up of one Board member, one community member, and one person of any category at the Board’s discretion. To be considered a “Community Member” a person must not be a KMUD Board member, or programmer or active KMUD volunteer.. The committee may request that a specific sixth member (of any category) be appointed by the Board. 
CONSENT CALENDAR, ITEM C
5.4.6 TERMINATION OF EMPLOYMENT
……………..
 
In any given instance, the appropriate supervising body (RCR Board of Directors or the station manager), at either body’s sole discretion, may elect to not follow the above guidelines for the termination of employment.
 
CONSENT CALENDAR, ITEM D
BYLAWS OF REDWOOD COMMUNITY RADIO
 
Revised October 15, 2015
 
………………
Article V. Nominations for Election to the Board of Directors
 
Section 1. Board candidates shall be nominated by Members from their respective constituencies. Any Member may nominate him- or herself for election.
Section 2. The nomination period for the Programmers’ candidates shall be from May 1 the first day of the month before the Annual Meeting until the close of the last business day (Monday through Friday) in May the month following the Annual Meeting. Ballots shall be mailed to all eligible Programmers by the close of the fifth business day end of the third week in June the month following the end of nominations. Marked ballots must be returned postmarked or by hand by by June 30 the end of that month. Ballots shall be counted by the close of the tenth business day in July the month following the close of voting.
Section 3. The nomination period for the Members’ seat shall be from June 1 until the annual membership meeting in June the first day of the month in which the Annual Meeting is held until the end of the following month. Ballots shall be mailed to all eligible Members by the close of the fifth business day end of the third week in July the month following the close of nominations. Marked ballots must be returned postmarked or by hand by July 31 the end of that month. Ballots shall be counted by the end of the tenth business day in August the month following the close of voting.
Section 4. Ballots for elected Board positions shall be returned by mail to a neutral independent referee to be designated by the Board. The Referee and an Elections Committee to be appointed by the Board shall supervise the counting of the ballots and certify the tally as correct.
Section 5. New Directors shall be seated at the beginning of the regular August  meeting in the month following the close of elections. All expiring Board terms shall be considered to end at the start of the August  after new Members are seated at that Board meeting.
Section 6. The Board shall appoint an Elections Committee, made up of three Directors, who will oversee the election process and will certify the elections at the conclusion of the ballot counting.
 
ATTACHMENT TO MINUTES, OLD BUSINESS
Deleted language is lined-out.  New language is underlined.
ITEM A, POLICY CHANGE
5.5.2 VACATION
Vacation time accrues for employees (minimum 24 hours per week) from the first day of employment and can be used after the completion of 30 days of employment.  Vacation time must be accrued before it can be used.  The accrual factor is based upon a 40-hour work week.  This would be: five eight days for the first year, 10 days the second year, 15 days after five years and 20 days per year thereafter. Employees who work less than 40 hours will accrue vacation at the appropriate percentage of this rate.  There will be a limit of one year of unused vacation time earnings for the year that the vacation day is based upon. Unused vacation days will be paid out each December.  Vacation accrual will not be carried over, so that every year begins with a clean slate.  Unused vacation days may be carried over to subsequent years, with the proviso that no more days than 1.75 times the employee’s current annual accrual rate may be accrued. Vacation days may only be converted to a cash payout upon separation. RCR strongly encourages each paid employee to use vacation time each year.  The intent is 1) that each employee actually gets an annual rest, and 2) that prolonged absences not negatively impact RCR.  Exempt employees will accrue vacation hours based on actual hours worked.
 
[This policy change will take effect on January 1, 2018.]
 
 ITEM B, BYLAWS CHANGE
REDWOOD COMMUNITY RADIO BYLAWS
Article 3.Meetings
…………….
 
Section 4. Special meetings of the Board may be called by the President or three of the Directors. Special meetings of the Board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally, by email or by telephone. Telephone shall be the first method used to attempt to contact Directors. The articles or bylaws may not dispense with notice of a special meeting.
 
Last modified on Thursday, January 18, 2018
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Our Mission and Vision

Vision Statement: Redwood Community Radio envisions a community of listeners who, guided by example of RCR programming, work together to create better, more just and sustainable world systems to ensure that all human and other living species on earth move toward higher quality of life and are able to survive the challenges in the times ahead.

Mission Statement: Redwood Community Radio will encourage a communication center of open airways (KMUD) for all voices to inform, educate, entertain and inspire the listening community through quality programming.

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