18September2019

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 towards the bottom of this page.
 
Minutes
Redwood Community Radio Board of Directors
March 11, 2019, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
II. Roll call
BOARD-APPOINTED REPS: Mark Marchese, Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS:  President Jimmy Durchslag
INTERIM STATION MANAGER:  Sydney Morrone
ABSENT:  James Ficklin
GUESTS:  Jama Chaplin, Wendy Emerson, Michael McKaskle, Dennis Maher
III. Approval of February minutes
Starck moved approval.  Behr seconded.  Starck asked corrections to IX.C, to say that year-end financials have not been provided to the auditor, and XIII, to remove statement about Allison Kolb’s departure and a reference to underwriting duties.  Marchese, Doyka, behr, Bier, Starck, Scudder, Durchslag voted aye.  None opposed.  Motion passed.
IV. Approval of agenda
Starck asked that VI.A, programmer agreement policy, be moved to Old Business and that VI.B, COLA policy, be moved to April, because wording in agenda was wrong.  Durchslag moved approval.  Behr seconded.  Passed unanimously.
V. Open time
McKaskle spoke about RCR finances, saying the membership drive was not going well.  He suggested that in the proposed policy on programmer responsibility for station property, the word “who” be inserted between “business” and “are.”  Durchslag disputed his characterization of the membership drive.
Chaplin spoke of filing.  She said items are missing from both the Public File and Board fFile Drawer and asked Board authorization to make changes in those files.  Durchslag said the Board had authorized her.  Chaplin also presented a list of persons whom she asked the Board to thank for their services to RCR.  Durchslag said the Board does not customarily hand out such thank-yous.  Morrone said she has thank-you cards for that purpose, and would be glad to take Chaplin’s list for thanking.  She asked an apology from Bier for a remark made at the Membership Meeting.  He later did so.
VI. Management report
Morrone explained that the implementation of Natural Log was taking longer than she had expected.  Behr asked whether the station has applied for Summer Arts and Music Fair coffee booth; Morrone is negotiating with Mateel.  A report from Nico on progress toward a technical manual was requested.  Morrone said she had asked for a report. Behr noted items missing from the compliance calendar report. Morrone will look into whether the station needs to file CA Form SI 100. There was a brief discussion of the need for new chairs in the broadcast studios, particularly Studio C.  Morrone was authorized to purchase a chair or two, within budget and less than the entire budget for the year.
VIII. Finance Committee report
Scudder referred the Board to her report, distributed earlier by email.
IX. Old business
A. Website
Durchslag asked Morrone to convey to Morse Media that the project is on hold until the new Station Manager is in place. 
B. Auditor
Starck said Stacey Edgmon had provided a list of items she requires and that she and Dian Griffith will work to provide them.
C. Station manager hiring
Starck moved to offer the position to Will Floyd.  Behr seconded.  Passed unanimously.
D. Budget adjustment
Durchslag moved approval.  Behr seconded.  Passed unanimously.
E. Programmer agreement policy  (please see attachment I)
Starck moved approval with changes.  See Attachment I to see them.  Scudder seconded.  Passed unanimously.
 
X. New business
A. Civility policy [please see Attachment III]
Durchslag moved approval.  Starck seconded.  Passed unanimously. 
B. Programmer responsibility for station property policy [please see Attachment IV]
Scudder moved approval with changes.  See them in Attachment IV.  Doyka seconded.  Passed unanimously.
C. Board self-evaluation
After a brief discussion, it was agreed to discuss this briefly at the Board orientation following seating of new members, and to hold a retreat some months later to carry it out, after the new Board has had a chance to work together. 
D. Station manager hiring policy, staff representative [please see Attachment V]
Starck moved adoption with changes.  See them in Attachment V.  Behr seconded.  Passed unanimously.
E. Events budget
Starck moved approval of a $10,000 budget for the events referred to in the Development Committee report: 420 Smokeout: Block Party: five Summer Music Series events, including a luau.  Behr seconded.  Passed unanimously.
XI. Committee reports
A. Programmer representatives
B. Member representatives
C. Community Advisory Board (CAB) – Siena Klein
D. Correspondence Secretary – Doyka
E. Development – Durchslag
F. Membership Drive – behr
G. Policy – Bier
H. Mediation – Doyka
 
XII. Committee meeting schedule
Board of Directors Monday, April 8, 2:00 pm, Heart of the Redwoods Community Hospice
Membership Drive Monday, March 25, 11;00 am
Finance Monday, March 25, 1:00 pm
Development Monday, March 25, 2:30 pm
Policy Wednesday, March 27, 11:00 am, Calico’s
Executive Wednesday, March 27, 12:00 pm, Calico’s
 
XIII. Closed session – Personnel
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ATTACHMENT I
 
6.1 PROGRAMMER’S AGREEMENT 
Rev 10/23/06; 2/28/12; 2/14/17; 8/8/17
By signing this, I acknowledge that I have read, and agree to be bound by, all the information contained in the Operator’s Handbook and other documents given to me at training, which include relevant rules and regulations of the Federal Communications Commission [FCC], as well as relevant policy and procedures of Redwood Community Radio [RCR]. I also realize that the full Policy Manual of RCR hangs on the bulletin board at the station for my reference. These rules, regulations, policies, and procedures include the following:
 
1. I understand that RCR runs substantially on volunteer energy.  I agree to volunteer at least 10 hours annually in addition to my show.  
Someone will contact you to I will be responsible for coordinateing your  my volunteer hours.  You I will be asked to keep track of your my hours and submit in writing or by email the number of hours volunteered and the specifics for monitoring. 
Below, please check off all areas that you are interested in.
I will engineer.
I will serve on the Development Committee, the Membership Drive Committee, or other committees (such as Website, Emergency Preparedness, Volunteer or other).
I will help with membership drives by answering phones, bringing food, producing, organizing, coordinating.  If you have a specific preference for spring or fall, please indicate:__________________________. 
I will volunteer at events, doing such tasks as coordination, sponsorship solicitation, food/bar, set up/clean up, general.  If you have a specific preference, please indicate:__________________________.
I will help with tabling, either coordination or tabling.  If you have a specific preference, please indicate:__________________________.
I will volunteer in the library
I will volunteer in the news room
I will help with yard work.  Please list specific skills:_______________________________________.
I will help with building maintenance projects Please list specific skills: _______________________________________________________.
I will perform office work, including filing, phone answering, etc.
I will help with mass mailings by stuffing envelopes.
Other.  Please explain:________________________________________.
 
Exceptions will be discussed pending circumstances.
 
2. I understand that I am responsible for the quarterly submission of my accurate playlists to Spinitron.
 
ATTACHMENT II
Cost-of-living adjustment (COLA)
Station staff members are entitled to an annual cost-of-living adjustment to their salaries.  The COLA presently stands at two percent.  Adjustments to that rate are made by the Finance Committee on its own authority.
 
ATTACHMENT III
Civility
 [ insert in the Policy Manual as the third paragraph under 5.1.1, Standards of Conduct]
More generally, all members of the KMUD community and their guests, when at the station or engaged in KMUD activities elsewhere, are expected to behave towards each other at all times with common courtesy and respect.  Some specifics are contained in the programmer and volunteer agreements, but these are not meant to be all-inclusive.  
 
Station staff  have the authority to  take immediate actions, as well as to impose appropriate sanctions at a later time, in keeping with the Policy Manual.  Please refer to the problem-solving procedures that follow below.
 
ATTACHMENT IV
Programmer responsibility for station property
Deleted language is lined-out.  New language is underlined.
 [Policy Manual 6.1, Programmer’s Agreement, item #10:]
I understand that no unauthorized guests are allowed on the station’s premises after normal office hours (89 am to 54 pm, Monday through Thursday).   Furthermore, I have the responsibility to ask such persons to leave.  Staff, programmers and volunteers conducting station business who are authorized by staff or, ultimately, the station manager may do so after hours.   Those persons may invite guests, who must remain under their supervision at all times.
 
ATTACHMENT V
New language is underlined.
2.4.7 Hiring Committee for Station Manager 
06/01; Rev 8/24/10 and 9/28/10
The Hiring Committee for the Station Manager position may be composed as follows:
Two Board members, 
One staff member, and
Two members from the community chosen for experience with search committees and local non-profit organizations (who could be programmers or not volunteers).
The staff representative shall be selected by the staff.  That person may choose to be paid for time spent in committee meetings and other work when that time falls outside of regular work hours.
 
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
February 11, 2019, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
 
II. Roll call
BOARD-APPOINTED REPS: Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS:  President Jimmy Durchslag, James Ficklin
INTERIM STATION MANAGER:  Sydney Morrone
ABSENT:  Mark Marchese
GUESTS:  Coleman Pulsifer, Michael McKaskle, BR Graham, Maureen Kane, Chanin, Wendy Emerson, Jimmy Robinson, Dennis Maher
III. Approval of January minutes
Bier explained that the version emailed to the Board days earlier had not been completed.  He read changes to item IX.D, Websitte update, providing additional details to that discussion.  Behr moved adoption.  Bier seconded.  Behr, Doyka, Bier, Starck, Durchslag, Ficklin voted aye.  Scudder abstained.  Approved 6-0.
IV. Approval of agenda
Behr moved  shifting item X.F, Bookkeeper contract, to closed session.  Starck seconded.  Passed unanimously.  Scudder moved approval as amended.  Ficklin seconded.  Passed unanimously.
V. Open time 
Kane encouraged the station to seek greater national recognition.  She called John Hardin’s program “fascinating” and decried the cancellation of Sheriff Honsal’s appearance on the Civil Liberties Monitoring Project’s monthly show.  Durchslag thanked her for her observations.
McKaskle asked permission to comment on agenda items as they are addressed.  Durchslag agreed to permit it.
VI. Consent calendar
A. Underwriting compensation (please see Attachment I)
B. Sick leave policy language adjustment (please see Attachment II)
Bier moved adoption.  Behr seconded.  Passed unanimously.
VII. Management report
Morrone requested an authorizing letter from the Board so that she could speak with the county about the station’s property tax.  Durchslag moved approval.  Starck seconded.  Passed unanimously.
In his report, Public Affairs Director Nate Horning asked whether it would be “payola” for a programmer to accept a commission for recruiting a new underwriter for their program.  McKaskle said that Cynthia Click, former station manager, had checked with an attorney about commissions for volunteers recruiting new underwriters when that program was created.  Scudder read a definition of "payola" as paying money to get songs onto their airwaves. “We think we’re OK,”  Durchslag concluded.
VIII. Finance Committee report
Starck asked that the narrative financial report distributed at the annual Membership Meeting be made a part of the official record.   Bier said it would be attached to the minutes of this meeting (q.v.).
IX. Old business
A. Underwriting
Extended discussion touched on the question of how much more time it will take to fully implement Natural Log.  Morrone estimated at least 50 hours, based on her work with it so far.  Other subjects included ways of helping Relations Director Allison Kolb to accomplish that job and assessments of underwriting income over time.
B. Website
Starck and behr stated their opposition to proceeding on the project with Morse Media, contrary to the recommendation of the Website Working Group.  Behr suggested leaving the project on hold until the new station manager is in place.  After a vigorous discussion, there was consensus that the Working Group should continue on other aspects of the project while waiting for the new station manager.
C. Auditor
Starck reported that she has not yet provided Stacey Edgmon with year-end financials and is waiting to hear back from her about continuing as RCR’s auditor for another year.
 
D. Station manager hiring
Chanin said that 28 applications had been received by the Hiring Committee and that interviews are well along.  The staff had recommended Music Programming Director Dan Murphy to replace Assistant News Director Lauren Schmitt as the staff representative on the committee.  The question arose of whether to pay staff members for service on the committee.  Durchslag suggested moving that discussion into closed session, which was agreed to.  Scudder moved appointing Murphy to the committee.  Bier seconded.  Bier, Scudder, Durchslag and Ficklin voted aye.  Doyka, behr and Starck abstained.  Motion passed 4-0.
Chanin said that it might be necessary to bring one or more applicants to Redway for interviews; some of them live at a distance.  Starck moved that the committee be provided with up to $4,000 for that purpose.  Behr seconded.  Passed unanimously.
E. Programmers agreement (please see Attachment III)
Scudder moved to table the item.  Doyka seconded.  Doyka, Scudder and Ficklin voted aye.  Behr, Bier, Starck and Durchslag voted nay.  The motion failed 3-4.
Starck moved adoption of the new language.  Bier seconded.  Behr, Bier, Starck and Durchslag voted aye.  Doyka, Scudder and Ficklin voted nay.  The motion passed 4-3.
X. New business
A. Mediation Committee membership
Durchslag moved to reappoint Margaret Lewis, Siena Klein and Doyka to the Committee.  Passed unanimously.  
B. CAB membership
Bier reported that, in response to a query from the CAB, he had searched the Corporation for Public Broadcasting and Federal Communications Commission Websites.  He said that he found no mention of barring station employees from membership on CABs.  He suggested, based with communication with CAB Chair Klein, that the supposed restriction came from an outdated source. 
C. Civility
Morrone repeated her request for specific policy language authorizing the program managers to impose sanctions on persons who speak disrespectfully to each other.  Bier, Doyka and Scudder agreed to meet with Morrone, Murphy and Public Affairs Program Director Nate Horning to explore solutions to the problem.
D. Budget adjustment
Scudder moved to table consideration of the revised budget.  Doyka seconded.  Doyka, behr, Scudder, Ficklin and Durchslag voted aye.  Bier and Starck voted nay.  Motion passed 5-2.
E. Board vacancy
The resignation from the Board of Programmer Representative Eden Goldberg was conveyed in a very informal manner.  Durchslag was asked to request something more formal, such as an email.  Since there is more than one year in the vacated term, it will be filled by election via the upcoming ballot.
F. Bookkeeper contract
[moved to XIII, Closed Session]
G. PSRC annual reviews
Discussion revolved around two issues:  requiring the PSRC to review every programmer at least annually, and setting a selection process for membership.  Bier, as chair of the Policy Committee, was asked to attend a PSRC meeting in order to explore these matters.
H. Volunteer committee
There was agreement that creation of a volunteer committee might be worthwhile.  Bier volunteered to compose an email soliciting interests from volunteers and programmers.
I. COLA policy (please see attachment IV)
Behr moved adoption, with proposed wording changes to the draft policy as follows:
“RCR employees are entitled to an annual cost-of-living adjustment to their wages.  The COLA presently stands at two percent.  Adjustments to that rate are recommended to the Board by the Finance Committee.”
Scudder seconded the motion.  Passed unanimously.
XI. Committee reports
A. Programmer representatives
B. Member representatives
C. Community Advisory Board (CAB) – Siena Klein
D. Correspondence Secretary – Doyka
E. Development – Durchslag
F. Membership Drive – behr
Behr reported that organizational work is well underway.
G. Policy – Bier
H. Mediation – Doyka
I. Elections – behr
XII. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Monday, March 11, 2:00 pm, Hospice
Membership Drive Wednesday, February 20, noon
Finance Wednesday, February 27, 1:00 pm
Development Wednesday, February 27, 2:30 pm
Policy Wednesday, February 27, 11:00 am, Calico’s
Executive Wednesday, February 27, 12:00 pm, Calico’s
XIII. Closed session – Personnel
It was agreed, without formal vote, to authorize Morrone to pursue hiring of Daralee Fallin on a temporary basis to assist Relations Director Allison Kolb.
 
ATTACMENT I
Underwriting compensation
For a six-month trial period RCR will allow volunteers, programmers and staff members to receive a one time finders fee for new underwriting contracts for KMUD (see stipulations below for qualifying persons and UDWs).  If management and the BOD agree, this trial period can be extended.
Programmers, volunteers, and staff will be paid a one time 10 percent finder fee on the first paid-in-full underwriting contract.
To qualify:
Staff, volunteers, or programmers interested in participating must attend training with management and the Underwriting Representative.  They must also be approved by both management and the Underwriting Representative and sign a contract.
The underwriting form (needs to be designed) must be filled out in full and turned into the Underwriting Representative.
The one-time finder’s fee will only be paid when the original contract has been paid in full.
Qualifying new underwriters cannot have underwritten the station in the last 15 months.  (This question needs to be first on the form so reps aren't finding out later that UDWs don't qualify.)
The Underwriting Representative is also entitled to a one time 10 percent finder‘s fee on all new accounts that they personally bring in with underwriters who have not underwritten in the past 15 months.
 
ATTACMENT II
 
Sick Leave Policy wording clarification
 
Employees who were hired to work 40 hours per week receive ten days of paid sick days per year, eight days for 32-hour-per-week employees, etc.  Sick pay accrues from the first day of employment and can be used after the completion of 30 days of continuous employment.  Sick leave must be accrued before it can be paid.  Employees of less than 30 days may take sick time off without pay without reducing the number of paid sick days they are earning.  The accrual of sick days is capped at 1.5 times the annual accrual rate.  No more sick days can be accrued until drawn down.  Sick days cannot be converted to vacation leave.  Unused sick leave shall not be paid in cash.
 
 
ATTACHMENT III
 
6.1 PROGRAMMER’S AGREEMENT 
Rev 10/23/06; 2/28/12; 2/14/17; 8/8/17
By signing this, I acknowledge that I have read, and agree to be bound by, all the information contained in the Operator’s Handbook and other documents given to me at training, which include relevant rules and regulations of the Federal Communications Commission [FCC], as well as relevant policy and procedures of Redwood Community Radio [RCR]. I also realize that the full Policy Manual of RCR hangs on the bulletin board at the station for my reference. These rules, regulations, policies, and procedures include the following:
 
(Deleted language is lined-out.  New language is underlined.)
 
1. I understand that KMUD runs substantially on volunteer energy, and I will do my best to help, over and above my on-air time -- especially during pledge drives. I further understand that Programmers are expected to put in a minimum of 8 additional volunteer hours per year. 
I understand that RCR runs substantially on volunteer energy.  I agree to volunteer at least 10 hours annually in addition to my show.  
Below, please check off all areas that you are interested in.  Someone will contact you to coordinate your volunteer hours.  You will be asked to keep track of your hours and submit in writing or by email the number of hours volunteered and the specifics for monitoring. 
 
I will engineer.
I will serve on the Development Committee, the Membership Drive Committee, or other committees (such as Website, Emergency Preparedness, Volunteer or other).
I will help with membership drives by answering phones, bringing food, producing, organizing, coordinating.  If you have a specific preference for spring or fall, please indicate:__________________________. 
I will volunteer at events, doing such tasks as coordination, sponsorship solicitation, food/bar, set up/clean up, general.  If you have a specific preference, please indicate:__________________________.
I will help with tabling, either coordination or tabling.  If you have a specific preference, please indicate:__________________________.
I will volunteer in the library
I will volunteer in the news room
I will help with yard work.  Please list specific skills:_______________________________________.
I will help with building maintenance projects Please list specific skills: _______________________________________________________>
I will perform office work, including filing, phone answering, etc.
I will help with mass mailings by stuffing envelopes.
Other.  Please explain:________________________________________.
 
Exceptions will be discussed pending circumstances.
 
 
2. I understand that I am responsible for the quarterly submission of my playlists to Spinitron.
 
………………..
 
ATTACHMENT IV
 
[The language below was replaced during the meeting.  See item X.I.]
 
Cost-of-living adjustment (COLA)
 
Station staff members are entitled to an annual cost-of-living adjustment to their salaries.  The COLA presently stands at two percent.  Adjustments to that rate are made by the Finance Committee on its own authority.
 
TO: Membership
FROM: Finance Committee
DATE:  January 25, 2019
RE:  Finance Report
 
A Bit of Financial History:
In 2017 there was a large carryover of expenses from 2016.  2017 was a big year for catching up on these expenses and getting the balance back between income and expenditures.  Within the year 2017, Cynthia Click, station manager, along with the Finance and Development Committees, really made great strides for the financial situation for KMUD.  Expenses were reduced down to the bare minimum and enough income was created to pay all the bills left from 2016 and most of 2017.  The expense reduction between 2016 and 2017 was about $39,500. and income was down $35,500. 
 
Just About Broke Even In 2018:
In recent years KMUD had been operating at a cash net loss.  This has eaten away at the equity of the organization.  The best news is that at year end 2018, the bottom line is looking like it will break about even.  In 2018 Station Manager Click achieved the balance the Finance Committee was striving for between income and expenses.  However, the non-cash depreciation expense entry will take us to a loss for 2018 on the final accrual profit/loss. 
 
Federal CPB Grant Deferred Revenue:
At the beginning of 2018 there was still a roll over of accounts payable owed from 2017, about $7,000.  The Corporation for Public Broadcasting (CPB) grant that was received at the end of 2017 (which is intended for 2018) was dipped into and KMUD spent $25,000 of it in 2017.  The trend of reducing costs and working within the means of the local economy continued throughout 2018.  Station Manager Click continued to watch every dollar and brought the expenses down to reflect the reduced income.  By the end of 2018, almost all the bills have been paid, and the amount spent from the CPB grant (intended for 2019) was down to only $11,584.  
 
2018 Unforeseen Expenses, Reduced Income:
The year 2018 also happened to incur 27 (as opposed to 26) payrolls. Payroll being KMUD’s largest expense, and the fact that KMUD was able to pay that final payroll and not spend more of the CPB grant, really shows how well the finances had been handled by Cynthia and the Finance Committee.  KMUD also purchased insurance for the equipment at the transmitter towers which was an unforeseen expense of $10,000. for 2018, not budgeted for.  
 
Cash income between 2017 and 2018 was down by $112,400 and the cash expenditures between 2017 and 2018 were reduced by $121,147 to reflect that downturn.  As difficult decisions were made, staff took the brunt of the cuts, reducing hours, being flexible to take on more work as staff funds were reduced and reallocated, and working with policy changes to reduce expenses reflecting the state of the local economy.  The staff really stepped up in this difficult time and kept on keeping KMUD functioning well.  We extend our deep appreciation to them.  
 
Membership Drives:
In response to community feedback KMUD decided to hold only two membership drives as opposed to the previous years when there were three on-air drives.  It takes many people to pull off a successful drive as well as coordination and oversight. Thanks to all of the volunteers who step up for KMUD during the drives.
 
The overall income from membership is down in 2018 by around $40,000 cash (although $13,845 is still owed in pledges) as compared to 2017  (when we had three drives).  The community responded with more pledges paid in a quicker manner than in prior years, and the silent drives were very successful. This year KMUD hopes to gain more Evergreen Monthly Sustainers to help stabilize the income.  Thank you for your continuing support of your radio station!
 
Events Income:
The net income from events in 2018 was $30,832 with much less money spent to make that income as compared to previous years.  For example, in 2016 KMUD spent $93,620 on events to make a profit of $30,621.  In 2017 KMUD spent $61,567 on events to profit $25,231.  The Development Committee along with many volunteers worked very hard in 2018 to create events that would cost less and make more.  In 2018 KMUD spent $18,720 (almost $3,000 of this was from trades) on events and profited $30,832.  This was kicked off by Assistant News Director Lauren Schmitt who produced a spontaneous and successful event, the 4/20 Smoke-Out BBQ!  This will happen again this year, along with another series of lawn events that proved quite successful last year as well.  We also thank all of the generous sponsors of these events.  We couldn’t do it without you!   
 
The Development Committee works very closely with the Finance Committee to keep the income flowing.  Development has a calendar of events planned for most of the year 2019 and will be working on coordination, sponsorships, production and promotion.  If you’d like to offer support, ideas, and get involved, please join us at the next Development Committee meeting or email This email address is being protected from spambots. You need JavaScript enabled to view it..">This email address is being protected from spambots. You need JavaScript enabled to view it.. 
 
 
News Team:
In 2018, KMUD news costs were $74,303.50, or about $285 per broadcast (average for 5 days/week, 52 weeks/year).  This is up from 2017 by about $20,000.  News Director Sydney Morrone, and the Assistant News Director Lauren Schmitt, along with all of the stringers, have really done a fine job of improving the news and responding to the community feedback about what you want to hear in the half hour daily broadcast.  Thank you KMUD news team!
 
Underwriting (UDW) Income Challenges:
Underwriting income is currently at a low point.  In August the UDW Rep resigned and Cynthia took on the job of UDW in addition to her already full workload as station manager.  Cynthia’s departure coupled with ongoing problems with the computer software program, Panorama.  This came during the transition of Membership Director Allison Kolb taking over the position of UDW Rep with very little training.  These have all posed some setbacks.  Sydney Morrone, interim station manager, has agreed to get the UDW software, Natural Log, up and running.  Allison’s hours have been increased and KMUD has agreed to pay an UDW quarterly commission in addition to the hourly wage to incentivize this crucial position.  There are other new projects in the works in addition to this change to improve the UDW income in 2019.   
 
Current Transition:
Of course, during the transition of hiring a new station manager, there will be some unforeseen expenditures. Interim Station Manager Sydney Morrone and the Finance Committee are paying close attention to the bottom line and will continue to work within our means.  The goal is, of course, to build up a reserve for times like these when unexpected expenses come up.  
 
2018 Improvements In Our Financial Statements: 
Subscription Revenue More Detailed:
In 2018 the chart of accounts in the Quickbooks program was expanded to be able to evaluate how exactly cash income was received from members.  The subscription revenue income line was expanded into membership dives, silent drives, tabling, Evergreen Sustainers, and pledges paid from prior years.  This change has increased the flow of information and the ability to track the revenue sources more specifically so more informed decisions can be made. 
 
Also, the shift to a modified cash accounting basis for this line item has showed a much clearer idea of how much cash is actually coming in.  KMUD has averaged about $20,000 in unpaid pledges per year.  At year end 2018, KMUD wrote off the 2017 unpaid pledges of $17,849.  (FYI, KMUD is still owed $13,845 from 2018, $17,849 from 2017, and $18,892 from 2016 from unpaid pledges.)
 
Budge-To-Actual Cash Spreadsheet:
For 2018, a budget-to-actual spreadsheet was produced to track month-to-month income and expenses, as well as cash flow and accounts payable, so that all the months of the year were outlined in one place.  This made it easier to see which months had higher income and which months incur higher expenses.  Clearer decisions can now be made for 2019 based on the numbers from 2018.  The Finance Committee will continue to use such a spreadsheet for 2019.  These are available for anyone interested in seeing them.  Please contact This email address is being protected from spambots. You need JavaScript enabled to view it. to request such info or for any other questions you may have.
 
Into the Future:
2019 budget was approved by the Board of Directors in October 2018.  With the downturn of the local economy, the Finance Committee recommended a budget that will reflect less income and reallocate some of that income to be expensed on things that are much needed, such as a website upgrade, emergency preparedness, and building repairs and maintenance.  KMUD has already received a $4,000 grant from Humboldt Area Foundation (Thanks to Jimmy D. for grant writing!) for building repairs and parking lot lighting.  Unexpectedly, KMUD has also received in 2019 an additional $5,000 in grant money that will go for other improvements.  The budget will be regularly reviewed by the Finance Committee and adjusted as necessary to reflect the needs of the station.  
 
Thank you.
 
 
Sincerely, 
Sarah Starck
For the Finance Committee
 
Members include Treasurer and Committee Chairperson Sarah Scudder; Jimmy Durchslag; behr; Dian Griffith; Michael McKaskle; and Sarah Starck
 
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
January 14, 2019, 2:00 pm
Heart of the Redwoods Community Hospice, Garberville CA

II. Roll call
BOARD-APPOINTED REPS: Mark Marchese, Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, James Ficklin

INTERIM STATION MANAGER: Sydney Morrone
ABSENT: Treasurer Sarah Scudder, Eden Goldberg
GUESTS: Lynn Harrington, Wendy Emerson, Chanin

III. Approval of November and December minutes
Behr moved approval of the December minutes, with a minor change. Doyka seconded. Marchese, Doyka, behr, Bier, Starck, Durchslag and Ficklin voted aye. Passed unanimously.
Behr moved approval of the November minutes. Starck seconded. Passed unanimously.
IV. Approval of agenda
Doyka moved approval, with item VI.F.iv moved from the consent calendar to Old Business, under the Station Manager Hiring Committee item. Behr seconded. Passed unanimously.
V. Open Time
Harrington said she was getting nowhere with the mediation / grievance process. She said she had not heard form the Grievance Committee. She asked the Board to oversee. Disposition: Doyka, as Mediation Committee chair, said that she is sorry that Harrington had not yet been contacted.
VI. Consent calendar
A. Vacation accrual (attachment item I)
B. Sick leave (attachment item I)
C. Paid holidays (attachment item I)
D. Voting leave (attachment item I)
E. Harassment Policy (attachment item II)
F. Confirm Email Polls
i. Sick Pay Policy change in language (12/27/18) (attachment Item III)
ii. Interim Station Manager Contract (12/14/18)
iii. Relations Director Contract/ Hours increase (12/20/18)
Behr moved adoption of the consent calendar. Bier seconded. Passed unanimously.
VII. Management report
Discussion centered on underwriting. Morrone said she wanted Natural Log functioning before the new station manager arrives and that she would be working with Allison Kolb to accomplish that. She mentioned that there is no master list of underwriters. This led to an extended discussion of the existing Panorama database and its many shortcomings. Durchslag expressed concern about the loss of underwriting dollars.
VIII. Finance Committee report
Stark reported that, while the books have not been closed yet on 2018, it looked like RCR was going to break even for the year.
IX. Old business
A. Programmers agreement
Starck moved sending the matter to the Policy Committee for drafting of non-restrictive language, along the lines of a suggestion from Scudder. Behr seconded. Doyka, behr, Bier, Starck and Ficklin voted aye. Marchese voted nay. Durchslag abstained. Passed 5-1.
B. Sick leave policy wording clarification (attachment item VI)
Behr moved approval with the following changes: remove the parentheses and insert a comma after “six days per year.” Starck seconded. Passed unanimously.
C. Annual Meeting and Volunteer Appreciation Party
Durchslag suggested that Board members take responsibility for greeting people at the door. He moved providing former Station Manager Cynthia Click with a gift of $100. Ficklin seconded. Passed unanimously.
D. Website update
Starck said Technical Director Simon Frech was exploring alternatives to the contractor who has been placed on hold by the Board. She added that she preferred to bring the project in-house. The matter was referred to the Website Committee to explore alternatives and make recommendations to the Board.
E. Auditor update
Starck reported that she has suggested an hourly consulting fee for time spent educating the RCR contact, rather than the flat fee proposed by Stacey Edgmon. She is waiting for a response from Edgmon.
F. Station Manager Hiring Committee
i. Confirm members of Hiring Committee
Bier moved approving as members: Chanin, Durchslag, behr, Starck, Lauren Schmitt and Susan Pulsifer. Doyka seconded. Passed unanimously.
ii. Confirm budget
behr moved adopting a $600 budget for the committee. Starck seconded. Passed unanimously.
iii. Process
Chanin, as committee chair, reported on progress.
X. New business
A. Appoint Elections Referee
Behr move appointment of Francine Allen as the elections referee. Starck seconded. Passed unanimously.
B. Compliance Calendar confirmation
Starck expressed concern that the calendar was not sufficiently up-to-date. Morrone responded that she thought it required updating on a continuous basis. There was some agreement from other Board members. Starck moved tabling the matter. Behr seconded. Passed unanimously.
C. Policy Committee Responsibilities
Starck noted that policy changes, particularly those pertaining to station staff, have not always been implemented or communicated to those affected. She proposed making the Policy Committee responsible for seeing that follow-through takes place. Bier said he would be glad to routinely remind the station manager when new policy becomes final, but opposed setting a formal policy for the purpose.
D. Board Transition, Secretary position
Bier had already informed the Board that, contrary to his earlier announcement, he had changed his mind and would stand for re-election to the Member Representative seat. This rendered the item moot.

XI. Committee reports
A. Programmer representatives
Durchslag said a programmers meeting was set for Friday, Jan. 18.
B. Member representatives
Starck said a member had suggested paying BR Graham to assist Kolb with underwriting. Another person had decried the presence of food and drink in the station library.
C. Community Advisory Board (CAB) – Siena Klein
In its report, the CAB raised a question about a seeming conflict between FCC and CPB requirements for CAB membership. It was agreed to place this on the February agenda.
F. Membership Drive — behr
The spring membership drive is set to begin on March 6.

XII. Committee meeting schedule
Board of Directors Monday, February 11, 2:00 pm, Hospice
Packet items due Thursday, February 7
Membership Drive Tuesday, January 22, 11:00 am
Finance Wednesday, January 23, 1:00 pm
Development Wednesday, January 23, 2:30 pm
Policy Wednesday, January 30, 11:00 am, Calico’s
Executive Wednesday, January 30, 12:00 pm, Calico’s


XIII. Closed session – Personnel
It was agreed to allow Morrone to spend three days a week, an increase over two, on station business. Starck moved expanding Frech’s work week from one day to two. Durchslag seconded. Passed unanimously.

ATTACHMENT ITEM I

(Note: this version of Dec. 28, 2018 contains revised language about the sick leave accrual cap.)

Personnel policy changes
as passed (and enacted to be effective Jan. 1) at the Dec. 10, 2018 Board meeting

5.5.2 Vacation
first approval 12/10/18, effective 1/1/19, second approval anticipated 1/14/19

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. Employees accrue two work weeks of vacation in years 1 through 5. After six years, the accrual is three work weeks. Unused vacation days may be carried over to subsequent years, with the proviso that no more days than 1.5 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.
5.5.6 Sick Leave
first approval 12/10/18, effective 1/1/19, second approval anticipated 1/14/19

Employees receive ten days of paid sick days per year (eight days for 32-hour-per-week employees). Sick pay accrues from the first day of employment and can be used after the completion of 30 days of continuous employment. Sick leave must be accrued before it can be paid. Employees of less than 30 days may take sick time off without pay without reducing the number of paid sick days they are earning. The accrual of sick days is capped at ten days 1.5 times the annual accrual rate. No more sick days can be accrued until drawn down. Sick days cannot be converted to vacation leave. Unused sick leave shall not be paid in cash.
5.5.8 Holidays
first approval 12/10/18, effective 1/1/19, second approval anticipated 1/14/19

Employees are eligible for the following eight paid holidays: New Year’s Day, Martin Luther King Jr.’s Birthday, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. Employees are eligible for paid holidays only on regularly scheduled work days.

Voting Leave (new policy)
first approval 12/10/18, effective 1/1/19, second approval anticipated 1/14/19

In the event an employee does not have sufficient time outside of working hours to vote in a statewide election, the employee may take off sufficient working time to vote. This time should be taken at the beginning or end of the regular work schedule, whichever allows the most free time for voting and the least time off from work. An employee will be allowed a maximum of two (2) hours of voting leave on Election Day without loss of pay. Where possible, the supervisor should be notified of the need for leave at least two (2) working days prior to the Election Day.
ATTACHMENT ITEM II

1. Harassment, Discrimination and Retaliation Prevention
Redwood Community Radio (RCR) is an equal opportunity employer. We enthusiastically accept our responsibility to ensure the fulfillment of this policy with respect to hiring, placement, promotion, transfer, demotion, layoff termination, recruitment advertising, pay and other forms of compensation, training and general treatment during employment. RCR is committed to providing a work environment free of harassment, discrimination, retaliation, and disrespectful or other unprofessional conduct based on sex (including pregnancy, childbirth, breastfeeding or related medical conditions), race, religion (including religious dress and grooming practices), color, gender (including gender identity and gender expression), national origin (including language use restrictions and possession of a driver's license issued under Vehicle Code section 12801.9), ancestry, physical or mental disability, medical condition, genetic information, marital status, registered domestic partner status, age, sexual orientation, military and veteran status or any other basis protected by federal, state or local law or ordinance or regulation. It also prohibits discrimination, harassment, disrespectful or unprofessional conduct based on the perception that anyone has any of those characteristics, or is associated with a person who has or is perceived as having any of those characteristics.
In addition, RCR prohibits retaliation against individuals who raise complaints of discrimination or harassment or who participate in workplace investigations.
All such conduct violates RCR policy.
2. Harassment Prevention
RCR policy prohibiting harassment applies to all persons involved in the operation of RCR. It prohibits harassment, disrespectful or unprofessional conduct by any employee of RCR, including supervisors, managers and co-workers. RCR’s Harassment, Discrimination and Retaliation Prevention Policy also applies to vendors, customers, independent contractors, unpaid interns, volunteers, persons providing services pursuant to a contract and other persons with whom you come into contact while working.
Prohibited harassment, disrespectful or unprofessional conduct includes, but is not limited to, the following behaviors:
• Verbal conduct such as epithets, derogatory jokes or comments, slurs or unwanted sexual advances, invitations, comments, posts or messages;
• Visual displays such as derogatory and/or sexually-oriented posters, photography, cartoons, drawings or gestures;
• Physical conduct including assault, unwanted touching, intentionally blocking normal movement or interfering with work because of sex, race or any other protected basis;
• Threats and demands to submit to sexual requests or sexual advances as a condition of continued employment, or to avoid some other loss and offers of employment benefits in return for sexual favors;
• Retaliation for reporting or threatening to report harassment, and
• Communication via electronic media of any type that includes any conduct that is prohibited by state and/or federal law or by RCR policy.
All such conduct is unacceptable in the workplace and in any work-related settings, such as special events, business trips or business-related social functions, regardless of who is engaging in the conduct.
Sexual harassment does not need to be motivated by sexual desire to be unlawful or to violate this Policy. For example, hostile acts toward an employee because of his/her gender can amount to sexual harassment, regardless of whether the treatment is motivated by sexual desire.
Prohibited harassment is not just sexual harassment but harassment based on any protected category.
Non-Discrimination
RCR is committed to compliance with all applicable laws providing equal employment opportunities. This commitment applies to all persons involved in RCR operations. RCR prohibits unlawful discrimination against any job applicant, employee or unpaid intern by any employee of RCR, including supervisors and coworkers.
Pay discrimination between employees of the opposite sex performing substantially similar work, as defined by the California Fair Pay Act and federal law, is prohibited. Pay differentials may be valid in certain situations defined by law. Employees will not be retaliated against for inquiring about or discussing wages. However, RCR is not obligated to disclose the wages of other employees.
Anti-Retaliation
RCR will not retaliate against you for filing a complaint or participating in any workplace investigation and will not tolerate or permit retaliation by management, employees or co- workers. If you believe someone has violated this policy against retaliation, please notify the Station Manager immediately as provided in "Complaint Process" below.
Reasonable Accommodation
Discrimination can also include failing to reasonably accommodate religious practices or qualified individuals with disabilities where the accommodation does not pose an undue hardship.
To comply with applicable laws ensuring equal employment opportunities to qualified individuals with a disability, RCR will make reasonable accommodations for the known physical or mental limitations of an otherwise qualified individual with a disability who is an applicant or an employee unless undue hardship would result.
Any job applicant or employee who requires an accommodation in order to perform the essential functions of the job should contact the Station Manager and discuss the need for an accommodation. RCR will engage in an interactive process with the employee to identify possible accommodations, if any, that will help the applicant or employee perform the job. An applicant, employee or unpaid intern who requires an accommodation of a religious belief or practice (including religious dress and grooming practices, such as religious clothing or hairstyles) should also contact the Station Manager and discuss the need for an accommodation. If the accommodation is reasonable and will not impose an undue hardship, RCR will make the accommodation.
RCR will not retaliate against you for requesting a reasonable accommodation and will not knowingly tolerate or permit retaliation by management, employees or co-workers.
3. Complaint Process
If you believe that you have been the subject of harassment, discrimination, retaliation or other prohibited conduct, bring your complaint to your supervisor or the Station Manager as soon as possible after the incident.
You can bring your complaint to any of these individuals. If you need assistance with your complaint, or if you prefer to make a complaint in person, contact the Station Manager. Please provide all known details of the incident or incidents, names of individuals involved and names of any witnesses. It would be best to communicate your complaint in writing, but this is not mandatory.
RCR encourages all individuals to report any incidents of harassment, discrimination, retaliation or other prohibited conduct forbidden by this Policy immediately so that complaints can be quickly and fairly resolved.
You also should be aware that the Federal Equal Employment Opportunity Commission and the California Department of Fair Employment and Housing investigate and prosecute complaints of prohibited harassment, discrimination and retaliation in employment. If you think you have been harassed or discriminated against or that you have been retaliated against for resisting, complaining or participating in an investigation, you may file a complaint with the appropriate agency. The nearest office can be found by visiting the agency websites at www.dfeh.ca.gov and www.eeoc.gov.
Supervisors must refer all complaints involving harassment, discrimination, retaliation or other prohibited conduct to the Station Manager so RCR can try to resolve the complaint.
When RCR receives allegations of misconduct, it will immediately undertake a fair, timely, thorough and objective investigation of the allegations in accordance with all legal requirements. RCR will reach reasonable conclusions based on the evidence collected.
RCR will maintain confidentiality to the extent possible. However, RCR cannot promise complete confidentiality. The employer's duty to investigate and take corrective action may require the disclosure of information to individuals with a need to know.
Complaints will be:
• Responded to in a timely manner
• Kept confidential to the extent possible
• Investigated impartially by qualified personnel in a timely manner
• Documented and tracked for reasonable progress
• Given appropriate options for remedial action and resolution
• Closed in a timely manner
If RCR determines that harassment, discrimination, retaliation or other prohibited conduct has occurred, appropriate and effective corrective and remedial action will be taken in accordance with the circumstances involved. RCR also will take appropriate action to deter future misconduct.
Any employee determined by RCR to be responsible for harassment, discrimination, retaliation or other prohibited conduct will be subject to appropriate disciplinary action, up to and including termination. Employees should also know that if they engage in unlawful harassment, they can be held personally liable for the misconduct.
4. Acknowledgement of Update Policy
RCR has revised and updated its Anti-Harassment Policy and renamed it Harassment, Discrimination and Retaliation Prevention effective April 29, 2016
I acknowledge that I have been given a copy of this revised and updated Policy dated April 29, 2016 and that I have read, understand, and agree to abide by all of its terms.
Employee Name (please print) __________________________________________
Employee Signature __________________________________________________
Date _________________________-
Original:
Employee Personnel File
Copy:
Employee

ATTACHMENT ITEM III

Sick Leave poll

'Sarah Starck' via Board of Directors <This email address is being protected from spambots. You need JavaScript enabled to view it.;
To: board Directors
Dec 27, 2018 at 8:05 PM
Please Respond ASAP: personnel policy changes

Since we used the wording 10 days for the cap and not say 1.5 times (as in vaca accrual) we are treating our employees unfairly. I suggest we fix this now before it’s official policy! Can we change it and vote by email to agree before staff signs off on their notification of the change??? It basically means a 16 hour per week employee would cap at the same as a 40 hour/week employee! Instead of both capping at 80 as this is we can do 1.5 times equaling: The part time 16/hour/week would cap at 48 hours. The full time 40/hour/week would cap at 120 hours. And the 24/32 hour/employees cap at 72/96 hours respectively.

ATTACHMENT ITEM VI

Sick Leave Policy wording clarification

Employees who were hired to work 40 hours per week receive ten days of paid sick days per year, eight days for 32-hour-per-week employees, etc. Sick pay accrues from the first day of employment and can be used after the completion of 30 days of continuous employment. Sick leave must be accrued before it can be paid. Employees of less than 30 days may take sick time off without pay without reducing the number of paid sick days they are earning. The accrual of sick days is capped at 1.5 times the annual accrual rate. No more sick days can be accrued until drawn down. Sick days cannot be converted to vacation leave. Unused sick leave shall not be paid in cash.

KMUD / Redwood Community Radio wants to thank the community for coming out to participate in our annual Members Meeting and Appreciation Party on Sunday, Jan. 27 at the Mateel. Both the meeting and the party were well attended and a very productive exchange of information took place concerning KMUD’s current status, including the station’s stable financial position entering 2019.
Many thanks to many, many individuals and businesses for their help. The Mateel Community Center, Lagunitas Brewery, Humboldt Distillery, Redway Liquors, and the Lost Frenchman are among the businesses that provided welcome contributions. Babette Bach and her kitchen crew— Scott, Varga, Vicki, Jamie, Lynn, Maureen,  Dave, Katy, George, Kathy, and Emily—spent hours putting together a veritable feast.  Bob Froehlich put great effort  getting the bar together with help from Barbara, Duff and Shaka.
Thanks also to Bobby G for helping with the Appreciation Awards Ceremony, Gardner and Lauren for managing the rousing Name That Tune contest and Ian, Dennis and Noel for providing the party music.  Also a big thanks to Jama Chaplin for helping coordinate the event. Lots of others contributed and there is always the danger of leaving people out, but mainly the KMUD Board wants to thank the community for your continued support of this valuable resource.  
Sincerely, Jimmy Durchslag, President
KMUD Board of Directors    
 
 
And here are the awards handed out this year:
Talk Show Engineers:
Excellent Service: Daralee Fallin, Nico Garreton, BR Graham, Margaret Lewis, Tanya Lynne, Dennis Maher
Longtime Engineering Service: Eric Allen, Garth Epling, Simon Frech, Eric Johnston, Jordan Jumpshot, Larry Lashley, Michael McKaskle, George Monroe
Volunteers: Lois Cordova, Jack Flaws, Barbara Froehlich, Zac Gonzalez, Lynn Harrington, Jordan Jumpshot, Margaret Lewis, Noel Soucy 
Volunteer of the Year: Johnny Why
 
Programming:
Music Show Honorable Mentions: The Beat Drop, Global Vibe, Latino America Sonando, Mixed Greens, Rankin’ Reggae, Spirit of Rock n’ Roll, World Beat Show
Music Show Favorites: It’s All About the Music, Mudlark in the Morning
Music Show of the Year: Da Coconut Wireless
Talk Show Honorable Mentions: Heart of the Earth, Environment Show, Living with Your Dog, Politically Correct Week in Review, Thank Jah
Talk Show Favorites: All Things Reconsidered, Cannabis Show, Eurobureau, Thinking Clearly
Talk Show of the Year: Monday Morning Magazine 
Inspiring Programmers Honorable Mention: Eddie Barker, Jomama, Littlerock,  Sydney Morrone, Johnny Why
Inspiring Programmers: Ed Denson, Agnes Patak
Programmer of the Year: Jordan Jumpshot
 
Special Awards:
Financial Guru: Sarah Starck
Lifetime Achievement: Cynthia Click
 
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
December 10, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
II. Roll call
BOARD-APPOINTED REPS: Mark Marchese, Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS:  President Jimmy Durchslag, James Ficklin
STATION MANAGER:  Cynthia Click
ABSENT: Eden Goldberg
GUESTS:  Katie McGuire, Chanin, Michael McKaskle  BR Graham
 
III. Approval of November minutes
Behr moved tabling consideration in light of much pending business.  Ficklin seconded.  Marchese, Doyka, behr, Starck, Scudder, Durchslag, Ficklin voted aye.  Bier was late arriving.  Passed unanimously.
IV. Approval of agenda
Behr moved that the Programmer's Agreement be removed from Consent and added to Old Business.  Starck seconded.  All were in favor except Durchslag, who voted nay. 
Durchslag moved addition of Underwriting Representative under New Business.  Marchese seconded.  Bier voted aye, along with the other seven.  Starck move addition of Auditor to Old Business.  Bier seconded.  Doyka, behr, Bier, Starck, Scudder, Durchslag, Ficklin voted aye.  Marchese abstained.  Passed 7-0.  Scudder moved approval as amended.  Ficklin seconded.  Passed unanimously.
V. Open time
McGuire emphasized the importance of up-to-date job descriptions for staff members.  She suggested creating two chief operating officers, one for finances and administration, the other for programming, equipment and related matters.  She urged that there be no interim manager from outside RCR, and offered to help with job descriptions.
Chanin suggested that March was too early for the spring pledge drive.  Regarding the proposed changes in the programmers agreement, she objected that the group had not been involved in the decision-making process, noting also that there had not been a programmers meeting in some time.  She suggested that volunteers aid in the transition to a new station manager.
 McKaskle  endorsed Chanin's statement about programmer involvement in the proposed agreement change.  As at past meetings, he urged hiring of a volunteer coordinator.
Graham asked the Board to table the programmers agreement change until there could be wide discussion of it.
VI. Consent calendar
A. Programmers agreement (please see attachment) was moved to Old Business during Agenda Approval.
B. Scudder moved adding sexual harassment policy to Old Business (q.v.).  Bier seconded.  Passed unanimously.
C. Staff evaluations (please see attachment) Starck moved approval.  Scudder seconded.  Passed unanimously.
VII. Management report
Discussion of the new Website turned on whether the contractor was backtracking on the agreement to include advertising capabilities on the site.  Ficklin asked who would be in charge of the site; Click said it would be the entire staff.  Starck suggested the project be put on hold until a new station manager came on board.
Discussion of Spinitron  clarified some facts about its cost and functioning.  
Starck asked for quarterly DonorSnap reports on membership drives.
VIII. Finance Committee report
Scudder's Nov. 30 email failed to make the Board packet.  It is reprinted here in full:
Finance Meeting: 11/27
 
Attendance: Cynthia, Sarah Starck, Sarah Scudder, Jimmy, behr, Dian, Michael, Chanin, Jama, Lynn
 
Agenda & Notes on Discussion
1. Budget 2018 to Actual: looking great overall. Most categories are very on track with the budget. Payroll just might be $2-3000 over which is very minimal considering... Hoping to cover everything for the year including last year's $25K shortfall but maybe not last payroll, estimated to be $8K. Fingers crossed!
2. Vacation accruals, currently the policy is unclear and being implemented haphazardly within QuickBooks. Sarah Starck will work with Dian on this. They will also be ready to input any changes to our vacay policy to reflect possible upcoming policy changes. 
3. Thanksgiving Holiday Pay: Two part-time employees only get paid for what days they were scheduled. Full time get paid for both Thursday and Friday. Friday is looked at as in exchange for Veterans Day which is not a paid holiday for our staff. These and other vacation days will be discussed more at the next board meeting.
4. Bank Cash reconciliation checkup. Sarah Starck will check this for us month, in the future Dian will email the document to finance heads (Cynthia, Jimmy, Sarah & Sarah) and they will bring to the Finance meeting for quick review. 
5. CPB check and bank accounts: we are going to bring forward to 1/1/19 what we don't spend! That way we look at next year more clearly. Hoping to overcome the $25K that was spent from this year's check in 2017. 
6. Check on UDW trades, Dian went over this recently, per her report they need a little more attention on some of our big UDW trades but other than that the accounting for 2018 trades is under control.
7. Depreciation schedule-Sarah Starck needs from Cynthia, also, DonorSnap reports need to be run on 12/31.
8. Events P&L, Sarah Starck had one and shared some numbers that sounded great many specific events. Check out the numbers for the year to see the great success we've had here. 
9. Merchandise and inventory: purchased sweatshirts, should be here soon! Another inventory will be complete at end of November, great job. We hope to always have a price for each item of inventory, as a rule. 
10. DonorSnap reports, as stated before, need to be run on 12/31.
11. 2019 Budget discussion: approved last board meeting. 
12. Appreciation party budget: $500 This is cash that is separate from the UDW TRADE with Mateel for using the space. BYOB. Or donated alcohol specifically for that event. Partial potluck.
13. Bad debts: Dian has mostly worked on them as they've come up, should be simple, they've been less than previous years due to extra diligence this year. 
14. Auditor-update: decided to go with Stacey for next year. We will propose to her and will hope she agrees to one more year. We also have contacted other auditors for quotes just in case she refuses. 
15. 990: has been filed but not posted online yet. 
 
IX. Old business
A. Employee Handbook and Policy Manual [Copies of either document may be obtained from Board Secretary Rob Bier.]
Bier explained that this item only includes the following, and not the entire Employee Handbook, which will be offered for consideration at a later date.  Bier also moved that the board declare it urgent that the vacation and sick leave policies go into effect at year-end, for accounting purposes.  Doyka seconded.  Unanimous.  
i. Vacation accrual (please see attachment)
Behr moved to delete the final sentence of the provision.  Starck seconded.  Scudder spoke in favor of retaining it.
Behr accepted this suggestion from McKaskle as a friendly amendment to her motion: add the word "work" in two places, "two work weeks" and "three work weeks," for clarification. 
 Bier,Marchese, Doyka, behr, Starck, Durchslag, Ficklin voted aye.  Scudder voted nay.  Motion passed 7-1.
ii. Sick leave (please see attachment)
Starck moved adoption, with "six work weeks (24 days for 32-hour-per-week employees)" changed to "10  days."  Behr seconded.  Passed unanimously.
iii. Paid holidays (please see attachment)
Behr moved adoption.  Starck seconded.  Passed unanimously.
Behr moved elimination of the day after Thanksgiving as a holiday.  Ficklin seconded. Marchese, behr, Starck, Durchslag, Ficklin voted aye.  Bier, Doyka, Scudder voted nay.  Motion passed 5-3.
iv. Voting leave (please see attachment)
Durchslag moved adoption.  Ficklin seconded.  Passed unanimously.
B. Management evaluation (please see attachments)
Durchslag moved to table.    Starck seconded.  Passed unanimously.
C. Membership meeting and volunteer appreciation party
It was agreed to put this on the January agenda.
D. Harassment policy (please see attachment)
Starck moved approval.  Ficklin seconded.  Passed unanimously.
E. Programmers agreement
Behr moved to table.  Starck seconded.  Marchese, Doyka, behr, Starck, Durchslag, Ficklin voted aye.  Bier, Scudder voted nay.   Motion passed. 6-2.
F. Auditor
Behr moved to hire Stacey Edgmon for 2019.  Doyka seconded. Bier, Doyka, Scudder, behr, , Ficklin voted aye.  Marchese, Starck and Durchslag abstained.    Motion passed with 5 ayes and 3 abstentions.  
X. New Business
A. Station manager hiring
Starck and behr volunteered to serve on the hiring committee.  Behr moved appointment of Lauren Schmitt as the staff representative.  Starck seconded.  Marchese, Starck, Bier, Scudder, behr, Durchslag, Ficklin voted aye. Doyka voted nay.  Motion passed 7-1.  Several names were proposed for the two community-member seats.  Members volunteered to query them.
B. Station manager transition
Click said she was willing to  handle the AFR, social media, the CPB station activity survey and training of her successor.  She said monitoring email was problematic, suggesting that a Board member might be best for this task.
C. Dec. 20 mixer
There was agreement to pass on this discussion.
D. Underwriting
Click proposed changing compensation for underwriting.  Her proposal was as follows:
For a 6 month trial period we will allow volunteers, programmers and staff members to receive a one time finders fee for new Underwriting contracts for KMUD (see stipulations below for qualifying persons and UDWs).  If management and the BOD agrees, this trial period can be extended.
Programmers, volunteers, and Staff will be paid a one time 10% finder fee on the first paid in full Underwriting contract.
To qualify:
Staff, volunteers, or Programmers interested in participating must attend training with management and the Underwriting Representative.  They must also be approved by both management and the Underwriting Representative and sign a contract.
The Underwriting form (needs to be designed) must be filled out in full and turned into the Underwriting Representative.
The one time Finder fee will only be paid when the original contract has been paid in full.
Qualifying new Underwriters cannot have underwritten the station in the last 15 months.  (This question needs to be first on the form so reps aren't finding out later that UDWs don't qualify.)
The Underwriting Representative is also entitled to a one time 10% finder fee on all new accounts that they personally bring in with Underwriters who have not underwritten in the past 15 months.
Behr moved to accept Click's proposal.  Ficklin seconded.  Passed unanimously.
XI. Committee reports
A. Programmer representatives
B. Member representatives
C. Community Advisory Board (CAB) - Siena Klein
D. Correspondence Secretary - Doyka
E. Development - Durchslag
F. Policy - Bier
G. Mediation - Doyka
H. Elections - Bier
Bier was asked to secure a date for a possible candidate's forum on the air. 
XII. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Monday, January 14, 2:00 pm, Heart of
the Redwoods Community Hospice
Packet items due December 28
Executive Thursday, January 3, 12:00 pm, Calico's
Finance Tuesday, January 8, 2:00 pm
Development Tuesday, January 8, 3:30 pm
Elections Friday, January 11, 1:00 pm
XIII. Closed session - Personnel
ATTACHMENT
Item VI.C
Evaluations
The station manager shall evaluate general staff performance, first at three months, then at six months or a year, and every year thereafter.  Files shall confidential. Files shall be maintained for future reference.  The Board's Management Evaluation Committee shall prepare recommendations for the Board regarding management performance, according to the following procedure.
 
ATTACHMENTS
Item IX.A
i. 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.  Employees accrue two weeks of vacation in years 1 through 5.  After six years, the accrual is three weeks.   Unused vacation days may be carried over to subsequent years, with the proviso that no more days than 1.5 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
ii. Sick Leave 
Employees receive ten days of paid sick days per year (eight days for 32-hour-per-week employees).  Sick pay accrues from the first day of employment and can be used after the completion of 30 days of continuous employment.  Sick leave must be accrued before it can be paid.  Employees of less than 30 days may take sick time off without pay without reducing the number of paid sick days they are earning.    The accrual of sick days is capped at six work weeks (24 days for 32-hour-per-week employees).  No more sick days can be accrued until drawn down.  Sick days cannot be converted to vacation leave.  Unused sick leave shall not be paid in cash.
iii. Holidays
Employees are eligible for the following nine paid holidays: New Year's Day, Martin Luther King Jr.'s Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.  Employees are eligible for paid holidays only on regularly scheduled work days.
 
Minutes
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 
STATION MANAGER:  Cynthia Click
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
 
 
ATTACHMENTS
 
Item VII.E
Gift Acceptance Policy & Guidelines
Purpose
The purpose of this statement is to articulate the policies of Redwood Community Radio (RCR) concerning the acceptance of charitable gifts.
Policy
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.
Bequests
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
 
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
November 13, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
II. Roll call
BOARD-APPOINTED REPS: Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck
PROGRAMMER REPS:  President Jimmy Durchslag, James Ficklin, Eden Goldberg
STATION MANAGER:  Cynthia Click
ABSENT: Mark Marchese, Treasurer Sarah Scudder
GUESTS:  Dan Murphy, Emily Wood
III. Approval of October minutes
Doyka moved adoption of the October minutes, with the following changes:  under X.B, Management and staff evaluation policy, substitute "appraisal" for "evaluation" in the first instance and delete "more" following that.  Goldberg seconded.  Doyka, behr, Bier, Starck, Durchslag, Ficklin and Goldberg all voted yea.  Passed unanimously.
IV. Approval of agenda
After discussion, Bier moved adoption with the following changes: move item IX.C to follow agenda approval; add Board and staff retreat under Old Business; add holiday leave under New Business.  Starck seconded.  Passed unanimously.
IX.C Programmers agreement
Murphy explained his reasons for requesting the change in policy, which is added language at the end of Section 1, "4 of which are required to be served during membership drives throughout the year.  This is in addition to my on-air program time." He said that while volunteer support for membership drives had been good, with the proposed change it would be better.  Behr said she doubted the need for the change and that it would accomplish the stated intent.  Starck suggested that some programmers might have sound reasons for not volunteering additional hours during membership drives.  Dan was asked to write up for the Board how this change would be implemented before the next board meeting.  Durchslag moved adoption.  Doyka seconded.  Doyka, Bier, Durchslag, Ficklin and Goldberg voted yea.  Starck and behr voted nay.  The motion passed.
 
VI. Management report
Click reported on recent and upcoming special events.  She said Website design was nearing completion. CPB has asked for documentation of Community Advisory Board (CAB) meetings before issuing our next check.  A concern of the Emergency Preparedness Committee is maintaining a station connection to the principal transmitter on Pratt Mountain.  One possibility is use of microwave equipment, she said.  Board members expressed continued concern regarding underwriting.  Click said she anticipated shifting most of those responsibilities to Allison Kolb at mid-month.  By consensus, the Board asked Click to re-sign Stacey Edgmon, CPA, as RCR's outside auditor.  A mixer will be held at the station Dec. 20.
VII. Finance Committee report
Scudder provided, by email, rough notes on the Committee's Oct. 17 meeting:
Quick finance overview from last meeting: 
Attendance: Lynn, Jama, behr, Sarah (x2), Jimmy, Cynthia, 
*2017 audit things are on track
*discussion of Udw being commission position again, lots of debate
*options to reduce 2019 wages budget: reduce paid holidays from 11 to 5 ($5k a year), furlough staff 2 days per month or 24 days per year, save $10-20k for the year
*Finance Committee consented on reviewing and approving a monthly bank reconciliation
*Discussed bids for auditor position for 2019. Only one so far but more being pursued.
*Sarah Starck is open to volunteering to do the accounting work (Gayle's job) if no one feels like there is a conflict of interest. She wants a clear definition of responsibility if she's going to do that.
VIII. Old business
A. Employee Handbook 
behr noted that the Handbook requires additional work to bring it into line with current RCR policies.  She said she would work with Click toward that.  Durchslag moved sending the Handbook back to the Policy Committee.  Starck seconded.  Passed unanimously.
B. Management evaluation
Bier moved to table, in light of a miscommunication that kept a draft form from making it onto the agenda.  Doyka seconded.  Passed unanimously.
C. Retreat
The Members discussed agenda items for the Nov. 16 Board and staff retreat at the Chimney Tree Grill.
 
IX. New business
A. Elections
Bier, behr and Durchslag volunteered to serve on the committee.
B. Membership meeting and volunteer appreciation party
Plans were discussed for the Jan. 28 event.
C. Paid holidays
Starck said that elimination of paid holidays could save RCR $9,000 a year.  Some Members expressed their opposition to such a move.  behr moved to table.  Ficklin seconded.  Passed unanimously.
X. Committee reports
A. Programmer representatives
B. Member representatives
C. Community Advisory Board (CAB) - Siena Klein
D. Correspondence Secretary - Doyka
E. Development - Durchslag
F. Membership Drive - behr
G. Policy - Bier
H. Mediation - Doyka
XI. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Monday, December 10, 2:00 pm, Hospice
Finance Tuesday, Nov. 27, 12:00 pm
Development Tuesday, Nov. 27, 2:30 pm
Policy Wednesday, Nov. 28, 11:00 am
Executive Wednesday, Nov. 28, 12:00 pm
Elections Monday, Dec. 3, 10:00 am
 
XII. Closed session - Personnel
 
 
 
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
October 8, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
II. Roll call
BOARD-APPOINTED: Mark Marchese, Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck
PROGRAMMER REPS:  President Jimmy Durchslag, Eden Goldberg
STATION MANAGER:  Cynthia Click
ABSENT: Treasurer Sarah Scudder, James Ficklin
GUEST:  Harry Jasper
III. Approval of September minutes
Doyka moved approval of the following changes: 1) correct summary under VI. Management report to read, in part: "…suspended RCR's non-profit status for failure to file form XI100."  2)  under VIII.B Mediation committee, add: "There was a question regarding Paul Encimer as a member."  3) under IX.A Use of reserve funds, reword summary to the following: "Some Members questioned the need to create a new policy.  It was agreed to use the current policy."  Starck seconded.  Marchese, Doyka, behr, Bier, Starck, Durchslag, Goldberg voted aye.  Passed unanimously.  Bier moved approval of the minutes as amended.  Doyka seconded.  Passed unanimously.
IV. Approval of agenda
Durchslag asked addition of "Board talk show" under New Business.  Bier moved approval as amended.  Doyka seconded.  Passed unanimously
VI. Consent calendar
A. Gift acceptance policy (please see attached)
B. Policy on pay for staff lunch breaks (please see attached)
C. Addition to Board binder regarding finances (please see attached)
Goldman moved adoption of the calendar.  Durchslag seconded.  Passed unanimously.
 
VII. Management report
Click said that as of Friday, Sept. 28, approximately $49,000 in cash had been received from the membership drive.  All underwriting billings had been made.  She also reported ongoing underwriting problems with the Panorama database.   Starck asked if QuickBooks could be used instead.  Starck also asked about RCR accepting donations from cannabis-associated businesses.  Click said she had looked into the matter and that some donations, such as for building repair, could be acceptable.  
VIII. Finance Committee report
Starck reported on the meeting with Stacey Edgmon, CPA, RCR's outside auditor.  She noted that Edgmon had made 15 adjusting entries in auditing RCR's financial report for submission to the Corporation for Public Broadcasting.  Starck reiterated that Edgmon warned that this was not satisfactory and provided examples of inconsistency in booking payments.  She also emphasized the importance of having monthly profit-and-loss and balance statements for the committee and in the Board Packet.  Edgmon will be retiring from audit work after next year.  Click said she was looking for a replacement.  
IX. Old business
A. Employee Handbook
Bier said he was in the process of editing the Handbook. Doyka moved to table the item.  Durchslag seconded.  Passed unanimously.
B. Website
Click suggested Jan. 15 as the launch date.  Starck moved to set that date.  Goldman seconded.  Passed unanimously.
C. Retreat
It was agreed to hold the retreat to a single day, Nov. 16, at a local site.
II. New business
A. Proposed 2019 budget
behr moved approval of the budget as submitted.  Bier seconded.  Passed unanimously.
 
B. Management and staff evaluation policy (please see packet)
behr moved changing management evaluation policy to having performance appraisal of the station manager on a yearly basis, with a complete evaluation done every third year.  Starck seconded.  Passed unanimously. Starck then moved that Policy 5.4.3 be amended to add the phrase "and every year after that." Goldberg seconded.  Passed unanimously. 
C. Giving Tuesday fundraiser
Brief discussion.
D. Board talk show
Bier volunteered to do the show.  Eliciting no other volunteers from those present, he said he would contact Ficklin.
XI. Committee reports
B. Member representatives
Starck suggested, and the Board agreed that KMUD's balance sheet and P&L would be part of Board packets, as policy calls for. The version of the packet that is printed for the Board meeting will instead include the more up-to-date Budget-to-Actual / Balance Sheet summary that Starck has been providing. 
C. Community Advisory Board (CAB) - Siena Klein
A meeting will be held Oct. 24 at 3:00 pm at the station.
III. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Monday, Nov. 12, 2:00 pm, Hospice
Policy Wednesday, Oct. 31, 11:00 am, Calico's
Executive Wednesday, Oct. 31, 12:00 pm, Calico's
Development Tuesday, Oct. 17, 11:00 am
Finance Tuesday, Oct. 17, 1:00 pm
 
IV. Closed session - Personnel
____________________________________
ATTACHMENTS
Item VI.A 
Gift acceptance policy
Purpose
The purpose of this statement is to articulate the policies of Redwood Community Radio (RCR) concerning the acceptance of charitable gifts.
Policy
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.
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.
 
Item VI.B
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 VI.C
Addition to Board Binder
 
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.
 
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
August 13, 2018, 2:00 pm
Heart of the Redwoods Community Hospice, Garberville CA

II. Roll call
BOARD-APPOINTED: Mark Marchese, Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS: President Jimmy Durchslag, Eden Goldberg

STATION MANAGER: Cynthia Click

ABSENT: Zac Gonzales

GUESTS: Chanin, Michael McKaskle

III. Approval of July minutes
Bier apologized for failing to bring to the meeting hard copies of the latest draft of July minutes. Starck moved to table. behr seconded. Marchese, Doyka, behr, Bier, Starck, Scudder, Durchslag and Goldberg voted yea. Passed unanimously.
IV. Approval of agenda
Starck moved approval. behr seconded. Passed unanimously.
V. Open time
Chanin spoke to the station's financial situation, saying that expenses needed to be cut, sharply. She suggested that the underwriting representative be paid on commission and volunteered to help plan staff reorganization following the departure of the current representative.
VII. Management report
Click said she was seeking a third filing extension from the Corporation for Public Broadcasting. Dan Murphy, Nate Horning and Allison Kolb will temporarily take on the underwriting duties. The station's accountant, Gayle Arnoul, has quit.

VIII. Finance committee report
Scudder described the station's financial situation as day-to-day, although the upcoming payroll was covered. She noted that overall expenses are down 20 to 22 percent over the past two years. Starck added that many bills are overdue.
IX. Old business
A. Pay for lunch breaks (please see attached)
A letter opposing the move and signed by all station staff members was passed around. Some Board members expressed confusion over the wording of item #4. Starck moved sending the draft back to the Policy Committee for further work, with the idea that leaving the building for lunch would not be paid. Goldberg seconded. Passed unanimously.
B. Website launch date
There was nothing to report.
C. Employee handbook
Starck moved to table until a fully-edited version is available. Durchslag seconded. Passed unanimously.
X. New business
A. Mid-year budget revision
Discussion revolved around salaries and funding for emergency services, building maintenance and the website. Scudder pointed out that membership drive and sustaining membership income projections had been reduced. Bier moved to accept the revised budget. Durchslag seconded. Bier, Durchslag, behr, Doyka and Scudder voted aye. Marchese and Starck voted nay. Goldberg abstained. The motion passed.
B. Gift acceptance policy (please see attached)
Although there was general agreement to the draft, members wanted to see the "guidelines" referred to in the fifth paragraph. Goldberg moved to send back to the Policy Committee. behr seconded. Passed unanimously.

C. Budget proposals for lawn events
Durchslag moved setting a $1,600 budget for four events. Doyka seconded. Passed unanimously.
XI. Committee reports
A. Programmer representatives
B. Member representatives
C. Community Advisory Board (CAB) - Siena Klein
D. Correspondence Secretary - Doyka
E. Development - Durchslag
F. Membership Drive - behr
Behr reported that recruitment of volunteers was underway, with success already in lining up good food.
G. Policy - Bier
H. Mediation - Doyka
XII. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA. Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Monday, September 10, 2:00 pm, Hospice of
the Redwoods
Packet items due August 29
Finance Monday, August 27, 10:00 am
Development/Membership Monday, August 27, 12:30 pm
Drive
Policy Wednesday, August 29, 11:00 am
Executive Wednesday, August 29, 12:00 pm

XIII. Closed session - Personnel
Click and Starck will research hiring a new accountant.

ATTACHMENTS
Item IX.A
Policy on Pay for Lunch Breaks

1. Lunch breaks are unpaid.
2. Employees must be relieved of all duty during their meal breaks (i.e., they must be work-free), and management must relinquish total control over employees. If management does not relinquish control, the employees are considered "on duty" and the meal period is considered as paid time worked.
3. Employees must be permitted to leave the work premises during their lunch. If they are not permitted, then the lunch is considered "on duty" and it is counted as time worked.
4. Employees who work six hours or less in a day may agree to waive their meal breaks. If they worked no more than 12 hours in a day, they can agree to waive only their second meal break, but not their first.

Item X.A
Gift Acceptance Policy
Purpose
The purpose of this statement is to articulate the policies of Redwood Community Radio (RCR) concerning the acceptance of charitable gifts.
Policy
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.

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
July 9, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
 
II. Roll call
BOARD-APPOINTED: Mark Marchese, Correspondence Secretary Christine Doyka
MEMBER REPS: Vice President Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS:  President Jimmy Durchslag, Eden Goldberg
 
STATION MANAGER:  Cynthia Click
 
ABSENT:  behr, Secretary Rob Bier, Zac Gonzales
 
GUEST:  Jama Chaplin
 
III. Approval of June minutes
Starck moved approval of the June minutes, with the following corrections: (V.) the last sentence of Betty Miller's statement was changed to clarify her and Bonnie Blackberry's intentions; (VIII.) an erroneous statement about expected income was deleted from the Finance Committee report; (IX.C) behr and Click were added as members of the Finance Committee; (X.B) the statement concerning contractors was reworded.  Doyka seconded the motion.  Marchese, Doyka, Starck, Scudder, Durchslag and Goldberg voted yea.  Passed unanimously.
IV. Approval of agenda
Starck moved approval of the agenda with the addition of an item under New Business: B. Mediation Committee appointments.  Passed unanimously.
V. Open time
With the goal of financial transparency in mind, Jama 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 her.
VI. Consent calendar
A. Policy on Board votes listed by name in minutes
Starck moved approval of the policy.  Goldberg seconded.  Starck, Goldberg, Scudder and Durchslag voted aye.  Marchese and Doyka voted nay.  Motion passed.
VII. Management report
Click reported that Julia Minton may have the missing safe deposit box keys.  She will inquire.
VIII. Finance committee report
IX. Old business
A. Board orientation
The possibility of a September date was proposed.  Nothing was set.
B. Employee handbook
Still under production, about halfway done.
C. Committee memberships
No action
X. New business
A. Changing Pledge Drives to Membership Drives
Starck moved approval of the name change.  Scudder seconded.  Passed unanimously.
B. Mediation Committee Appointments
Confusion emerged regarding the process for selecting members.  Doyka said she would check with current members.  Scudder moved to table.  Starck seconded.  Passed unanimously.
XI. Committee reports
XII. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Tuesday, Aug. 13, 2:00 pm, Hospice
Policy schedule upon Bier's return
Executive schedule upon Bier's return
Finance Tuesday, July 17, 10:00 am
Development Tuesday, July 17, 12:30 pm
XIII. Closed session - Personnel
 
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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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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