Board Meeting Minutes September 10, 2018

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Redwood Community Radio Board of Directors
September 10, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
II. Roll call
BOARD-APPOINTED: Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck
PROGRAMMER REPS:  President Jimmy Durchslag 
ABSENT: Mark Marchese, Treasurer Sarah Scudder, Zac Gonzales, Eden Goldberg
GUESTS:  Lynn Harrington, James “Duff” Ficklin
III. Approval of July and August minutes
Bier moved approval of the minutes with the following changes: 1) Substitute July item III. Open Time summary with the following: “With the goal of financial transparency in mind, Chaplin offered to make sure that Board packets make it to the Public File.  It would also be important that the financial statements make it into each packet.  The Board thanked Chaplin.”  2) Under July item VI. Consent Calendar, add “Policy on” to the title of item A and add “of the policy” following “Starck moved approval.”  3) Correct spelling of Gayle Arnoul’s name in August item VII.  4)  Under August item XIII., substitute “research hiring” for “hire.”  behr seconded.  Doyka, behr, Bier, Starck, Durchslag voted aye.  The motion passed.
IV. Approval of agenda
Starck moved substituting “Board member resignation, replacement” for item C. under New Business and adding “Board retreat” as item G under Old Business.  Durchslag seconded.  Passed unanimously.  Starck moved approval of the amended agenda.  behr seconded.  Passed unanimously.
VI. Management report
There was discussion of finally opening the safe deposit box (which was empty) and consensus agreement to continue renting it.  Due to an oversight, the California Secretary of State has suspended RCR’s non-profit status for failure to file form SI100.  Click said she expected to resolve the problem.  She said that the duties of the vacated underwriting position were being covered, but with some difficulty.  Regarding a meeting with the station’s auditor, Stacey Edgmon, behr suggested a new contract.  Starck advised holding that in abeyance pending the meeting.
VII. Finance Committee report
Starck said that the station’s financial condition is much better than it was a year earlier, thanks primarily to budget cuts and accounting changes.  Several members expressed concern about underwriting income; Click said it was holding up.
VIII. Old business
A. Affirm approval of annual audit
Doyka moved to table, pending the meeting with the auditor.  behr seconded.  Passed unanimously.
B. Mediation Committee membership
Doyka reported that the committee consists of Siena Klein, Maria Savage, Jim Lamport, Margaret Lewis and herself, as chair.  There is a question regarding Paul Encimer as a member.
C. Website
Click said she would have a bid for the next Board meeting.
D. Employee Handbook
A final copy will be sent to Board members.
E. Gift acceptance policy and guidelines (please see attached)
Starck moved acceptance of the proposed policy with the following changes: 1) Strike “& Guidelines” from the title.  2)  Strike “Please refer to detailed guidelines.” from the fifth paragraph.  behr seconded.  Doyka, behr, Starck and Durchslag voted aye.  Bier voted nay.  Motion passed.  Goes to October consent calendar.
F. Policy on pay for staff lunch breaks (please see attached)
Bier moved adoption.  Doyka seconded.  Passed unanimously.  Goes to October consent calendar.
G. Board and staff retreat
A potential Board and staff retreat was discussed favorably.  Durchslag suggested it would be a good occasion to sort out some specific staff tasks that could be handled by volunteers.  Click said she would explore dates in October or later.
IX, New Business
A. Use of reserve funds
Some Members questioned the need create a new policy.  It was agreed to use current policy.
B. Addition to Board binders (please see attached)
Doyka moved adoption.  Bier seconded.  Passed unanimously.  Goes to October consent calendar.
C. Board member resignation, replacement
Programmer Representative Zac “Doopi” Gonzales informed the Board by email that he was resigning his seat.  Ficklin expressed his willingness to serve out Gonzales’ term.  Durchslag moved the appointment.  behr seconded.  Passed unanimously.
X. Committee reports
F. Membership Drive – behr
Ficklin questioned the sums being established for receiving thank-you gifts in return for donations, saying they ought to be lower.
XI. Committee meeting schedule
Board of Directors Monday, October 8, 2:00 pm, Hospice
Finance Tuesday, September 18, 2:00 pm
Development Tuesday, September 18, 4:00 pm
Membership Drive Tuesday, September 18, 4:00 pm
Policy Wednesday, September 26, 11:00 am
Executive Wednesday, September 26, 12:00 pm
Board talk show Wednesday, October 10, 7:00 pm
XII. Closed session – Personnel
Item VII.E
Gift Acceptance Policy & Guidelines
The purpose of this statement is to articulate the policies of Redwood Community Radio (RCR) concerning the acceptance of charitable gifts.
RCR accepts unrestricted donations of cash or publicly-traded securities.  
For other types of gifts, the RCR Board will accept them on a case-by-case basis.  
Our guiding principles behind accepting gifts are that they:
Must not come with financial or legal liabilities to the station without thorough consideration of those liabilities;
Must not violate our mission, vision or bylaws.
Certain gifts must be reviewed prior to acceptance due to the special obligations or liabilities they may pose on Redwood Community Radio.  These include real property, personal property, in-kind gifts, non-liquid securities, and contributions whose sources are not transparent.  Please refer to detailed guidelines.  
Donations whose use is restricted in some manner will also be carefully reviewed before being accepted.  
Gifts of in-kind services will be accepted at the discretion of KMUD management.
[The following is not policy.  It is intended as guidance when RCR management and Board committees are considering whether and how to accept a donation.  At all times, the best guidance is common sense and informed judgment.]
RCR Guidelines for Considering Acceptance of Donations
Gifts in Memoriam
In the event donations are made to Redwood Community Radio in memory of someone, that money should be considered general operating funds unless restricted otherwise. 
Donor Advisory
Redwood Community Radio does not provide legal, financial, tax compliance or other professional advice to donors.  While staff may provide Redwood Community Radio with gift illustrations and marketing collateral, donors will be advised in writing to seek the assistance of their own legal counsel or other professional advisors in matters relating to the legal, tax and estate planning consequences of a proposed gift to RCR.
Redwood Community Radio, its staff and representatives should endeavor to assist donors in accomplishing their philanthropic objectives in providing support to the station.  Information concerning all transactions between a donor and RCR should be held by the station in confidence.  Redwood Community Radio should respect the wishes of donors wishing to support the station anonymously and should take reasonable steps to safeguard those donors’ identities.
Redwood Community Radio will provide to donors acknowledgments that meet IRS substantiation requirements for property received by a charity as a gift.  However, except for gifts of cash and publicly traded securities, no value should be ascribed to any receipt or other form of substantiation of a gift received by Redwood Community Radio.
1. Cash donations of any description may be bequeathed to Redwood Community Radio by a clause in the donor’s will or by a codicil added to the will.  The donor using this method retains full control and use of the asset during their lifetime.  They may alter or revoke their bequest at any time.
2. At the time of the donor’s death, the bequest qualifies as a charitable deduction for estate tax purposes.  The bequest should not, however, provide the donor with any tax advantages during their lifetime, nor should it provide an assured income for donors or their beneficiaries, as other plans might.
3. Unless the bequest is specifically restricted, the Finance Committee should recommend to the Board how the funds should be used.
Life Income Gifts
RCR can accept and enter into a number of life income gift arrangements.
1. A charitable gift annuity is a contract (not a "trust") under which a charity, in return for a transfer of cash, marketable securities or other assets, agrees to pay a fixed amount of money to one or two individuals for their lifetime.  The remainder is then designated for RCR.  Such a plan should be administered by and arranged by a qualified third party, e.g., the Humboldt Area Foundation (HAF).
2. A charitable remainder trust is a trust that provides for a specified distribution, at least annually, to at least one income recipient – not a charity – for a period specified in the trust instrument, with the remainder interest paid to at least one charitable beneficiary.
Planned and Deferred Gifts
1. Official acceptance of all planned and deferred gifts should be made by the Board, based upon the recommendations of the station manager and the Finance and Development Committees.  Only those gifts which are in conformity with the needs of Redwood Community Radio should be accepted. 
2. Redwood Community Radio reserves the right to refuse any gift that is judged to be inconsistent with RCR’s needs or for which the station’s resources are too limited to administer properly.  In addition, only those gifts should be accepted from which disbursements are to be made on a nondiscriminatory basis in conformance with Redwood Community Radio’s diversity and affirmative action practices.
3. Before making a decision, Redwood Community Radio may consult with outside advisors as to the viability of any gift.
RCR accepts gifts on the basis that the primary benefit is to the station rather than to the donor.  Acceptance of gifts that name RCR as trustee or that require RCR to act in any fiduciary capacity require consultation with outside advisors and the approval of the Board of Directors.
Real Property
1. Acceptance of all real estate gifts requires approval by the Board.
2. The donating party should provide to Redwood Community Radio, at the party’s own expense, relevant information regarding the real estate. This could include:
a. A copy of the deed conveying the property to the donor.
b. A copy of the current property tax bill.
c. A preliminary title insurance report.
d. A copy of each promissory note, mortgage, deed of trust, or other liens on the property.
e. A copy of each lease or other contract affecting the property.
f. If the property is income-producing, a copy of the profit and loss statements for the two most recent years.
g. A summary of current insurance coverage for the property.
h. Copies of correspondence with governmental authorities, tenants or prospective purchasers concerning the property.
i. A current market analysis of the property.
j. An environmental site assessment to identify liabilities on owners and operators of real property when hazardous substances have been deposited, stored or released on the property.
k. Documentation of a physical inspection of the property, done by a third-party assessor agreed to by the donor and Redwood Community Radio.
If, after reviewing this information, the Finance and Development Committees determine that the station will be reasonably relieved of legal liability, they can recommend acceptance of the gift to the Board.
Tangible Personal Property
1. Redwood Community Radio may accept tangible personal property gifts with approval from the Finance and Development Committees.
a. Related Use: Station management must determine if the tangible property would be retained by Redwood Community Radio for use in its work.  If so, station management should determine, with the assistance of the Finance and Development Committees, the estimated carrying costs, including insurance, storage, curatorial services, maintenance, etc., for the property.  Station management and staff should also evaluate whether any restrictions on use of the property that are required by the donor are consistent with the institutional needs and values of Redwood Community Radio.
b. Unrelated Use:  If the property will not be retained for use by Redwood Community Radio, the station manager and Development Committee, prior to recommendation, must assess the value and liability such gifts represent to Redwood Community Radio.  Gifts more may be considered for acceptance upon the creation of a plan for selling the property for cash, including the anticipated time frame, marketing expense and contractor costs for the proposed sale.
Retirement Plan Assets
Redwood Community Radio will accept funds it receives as the designated beneficiary of a retirement plan (e.g., an IRA, a 401(k) plan or a defined benefit plan).  Redwood Community Radio should attempt to obtain a copy of the executed designation form that the donor has submitted to the retirement plan administrator to name the station as the beneficiary.
Life Insurance Policies
Donors should be encouraged to name Redwood Community Radio as a primary or contingent beneficiary of their life insurance policies.  Redwood Community Radio should attempt to obtain a copy of documentation naming RCR as the beneficiary of the policy.
Securities (Stock)
1. Redwood Community Radio will assist in the transfer of custody of marketable securities from the donor (or their custodian) to the station.  If the securities are to be mailed, the stock certificates should be mailed separately from the signed stock power with signature guaranty.  If the share certificates are hand-delivered, the stock power may be attached.  If the securities are in street name, the donor’s broker may transfer them to a brokerage account designated by Redwood Community Radio.
a. If the donor is a member of the RCR board or staff, the Finance Committee should determine whether the sale of the securities might be restricted under Rule 144 or other provisions of securities law.
Gifts of marketable securities should be accounted for at their value on the date the gift is sold.
Redwood Community Radio should instruct its brokers that all marketable securities will be sold upon receipt.  Station management and the Board may override this guideline and direct that the securities should not be sold, following consultation with the Finance Committee and, if needed, other advisory bodies.
Gifts of closely-held stock (i.e., stock that is not regularly traded on an established national exchange such as NYSE or NASDAQ) may not be accepted without prior approval by the Board, upon recommendation by station management and the Development Committee.  Due process in applying criteria for evaluating the salability of closely-held stock, including consideration for the time said stock can be sold and evaluation of the UBTI consequences relating to Subchapter S corporation stock, should be exercised prior to Board approval.
Interests in Partnerships & LLCs
RCR should accept neither general partner interests nor stakes in limited liability companies as gifts.  Consideration to these types of gifts should be given only:
When a determination has been made (with the advice of legal counsel) that RCR will not incur liability as a result of holding this asset, and 
That the purpose of said company is in alignment with the mission and values of the station.  
No consideration should be made to partnership in companies that might require RCR to contribute funds or make capital call contributions.
Item VII.E
Policy on pay for staff lunches
Employees shall not be paid for lunches if they leave the premises for that purpose unless authorized otherwise.  Lunches shall be for one half hour unless employees obtain approval for a longer lunch break.
Item IX.B
Proposed inclusion for Board binders
Questions About Finances
Board and Management: What to ask and why
What is the cash flow?
Cash Flow is very important for Board and Management to inquire about. The account to look at is always the Bank Account, that is where cash is recorded.
What is the bottom line?
Each month and year the Profit or Loss Statement shows the bottom line (profit or loss) for the period of time.
This is important to know if income is higher or lower than expenses for that time period.
What is the Annual Budget for expenses and are we staying within the projections?
The Budget To Actual Document (spreadsheet) should be kept up-to-date with monthly numbers from the cash P/L to determine if budget is being met.
Are income projections being met? And if not, what can be reduced in the expenses to reflect less income?  What other income sources could be utilized?
Checking the Budget to Actual Document, if overall income is significantly less than the projections, non-fixed expenses should be reduced to off set less income.
Are we regularly checking the accrual numbers of the Profit/Loss statement and comparing to the cash actual numbers?
Since we are required to report accrual, these numbers should also be regularly checked to see if they meet our expectations.
Are there any anomalies when looking at budget-to-actual on a monthly comparison?
If a column that usually has expenses shows none or significantly less, why is that so, what has changed?
Are the payroll taxes and workers' compensation payments up to date?
Check the monthly expense accounts for these specific payments.
Payroll Taxes are paid every payroll and Workers' Comp is paid quarterly.
Is there money in a reserve account?   If so, under what circumstances can it be used?
If money is set aside for specific expenses, that should not be used in the general operating fund. A clear outline of what and when the reserve can be spent should be approved by the Board.
If money is allocated out of the reserve, the Board should have it on the agenda for approval before the funds are spent.
Is payroll within budgeted guideline?
Is there cash flow to meet payroll?
These should be monitored regularly by the station manager and the Board. If projections of cash flow are low, reducing staff hours should preempt a negative bank balance.
What income is coming in soon?
Development Committee and Finance Committee reports should reflect upcoming income.
Submitted by Sarah Starck, 9/1/18
Last modified on Tuesday, October 16, 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.



Redwood Community Radio, Inc. • PO Box 135 - 1144 Redway Dr. • Redway, CA 95560 • Office (707) 923-2513 • News (707) 923-2605 • Studio (707) 923-3911