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
Published in
Minutes from Board of Directors Meetings
Tagged under
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.
Published in
Minutes from Board of Directors Meetings
Tagged under
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.
Published in
Minutes from Board of Directors Meetings
Tagged under
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
Published in
Minutes from Board of Directors Meetings
Tagged under
Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
Minutes
Redwood Community Radio Board of Directors
September 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
Published in
Minutes from Board of Directors Meetings
Tagged under
Silent Auction on KMUD Facebook Page
Go to KMUD- Redwood Community Radio Inc. on Facebook and click on the Membership Drive Auction Photo Album. Make a bid in the comments.
The highest big by Thursday, September 20th at 4 pm brings it home! If you do not have Facebook but would like to make a bid you can do so by calling the studio at 707-923-2513.
Mermaid canvas print
by Dakota Daetwiler
Local Otter with Lamprey canvas print
by Talia Rose of Country Line Wild
Redwood Photo canvas print
by Katie Speelman
Published in
Fundraising
Tagged under
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
June 11, 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, Treasurer Sarah Scudder
PROGRAMMER REPS: President Jimmy Durchslag, Eden Goldberg
STATION MANAGER: Cynthia Click
ABSENT: Zac Gonzales, Mark Marchese
GUEST: Betty Miller
III. Approval of April and May minutes
Durchslag moved approval of the April minutes. Doyka seconded. Doyka, behr, Bier, Starck, Scudder and Durchslag voted yea; Goldberg abstained. Motion passed.
Durchslag moved approval of the May minutes. behr seconded. Vote was the same as on previous motion. Motion passed.
IV. Approval of agenda
Durchslag moved approval of the proposed agenda with the elimination of items A and B under XIII. Closed Session - Personnel. Bier seconded. Passed unanimously.
V. Open time
Miller recapped the May 17 Citizens Advisory Board meeting. She said they had obtained a geographical distribution of station membership and asked for a similar breakdown of income and of where programmers and engineers live. She was assured that the CAB could have time, if requested, on Board talk shows. She said that she and Bonnie Blackberry would meet with Click about forming a news department advisory group.
VI. Consent calendar
A. 5.5.3 Staff lunches shall be unpaid. [This is the entirety of the proposed policy.]
Durchslag said he recalled there being more to the proposed policy than was reflected in the agenda item. Bier said that that was all his notes showed. Suggesting that it needed more detail, Durchslag moved to table the item and send it back to the Policy Committee. Bier seconded. Passed unanimously.
VII. Management report
Click said that the RCR safe deposit box at the Community Credit Union presents a dilemma: no key for it can be found, and it will cost a not-insignificant fee to open. There was agreement to pay the fee so that the contents may be ascertained and the rental ended. Members of the Board congratulated Click and all those involved on the fundraising success of both the Block Party and the coffee booth at the Summer Arts and Music Festival. Click said she expected to have a bid on redesign of the station's Website by the July meeting. Staff members would have direct access to make changes on it. There were questions about placing restrictions on some posters and giving access to members. Click and several Board members expressed their enthusiastic appreciation to Starck and to Lauren Schmidt for participating in the recent career day at South Fork High School.
VIII. Finance committee report
Scudder reported overall positive developments in the station's expenses, including a $5,000 reduction in staff costs. Starck reported raising $700 from Miranda merchants to pay emergency preparedness costs. She urged others to do the same.
IX. Old business
A. Board orientation
September was tentatively set for orientation, August for the Board and staff retreat. Suggestions were made that the latter be scheduled for two, full days. Durchslag, behr and Starck volunteered to prepare the Board binders.
B. Employee handbook
Click reported that work has begun on this project.
C. Committee memberships
Starck moved that the Development Committee be Durchslag (chair), Click, Allison Kolb, Bud Rogers, Jama Chaplin, behr and herself. Scudder seconded. Passed unanimously. Durchslag moved that the Finance Committee be Scudder (chair), Starck, Michael McKaskle, behr, Click and himself. behr seconded. Passed unanimously. Doyka moved that the Policy Committee be Durchslag, Click and Bier (chair). Scudder seconded. Passed unanimously.
X. New business
A. Listing votes by name in minutes
Starck moved that the minutes show by name who voted for and against each motion and who abstained. List those in unanimous votes only once, unless arrivals and departures alter that list. Goldberg seconded. Passed unanimously.
B. Contractors
Click will locate, review and update the contracts for all independent contractors."
C. Gift acceptance policy (please see attachment)
The setting of limits on amounts donated was questioned. Some were of the opinion that the Board, not staff, should decide on uses for funds in all cases. Although the Humboldt Area Foundation was mentioned in the draft policy, no formal relationship with it presently exists. Bier moved tabling the item and sending it back to the Policy Committee. Starck seconded. Passed unanimously.
XI. Committee reports
A. Programmer representatives
Durchslag said a programmers meeting would be held June 20 and possibly combined with training for the July tabling drive.
G. Policy
Bier suggested that, upon reading through the entire policy manual, there were numerous provisions that are never observed and might best be removed. He was encouraged to prepare such proposals for presentation at the Board orientation.
H. Mediation
It was suggested to Doyka that the committee advertise to the KMUD community its availability to assist in conflict resolution.
XII. Committee meeting schedule
Board of Directors July 9, 2:00 pm, Hospice
Development June 18, 10:00 am
Finance June 26, 10:00 am
Executive (following Finance)
XIII. Closed session - Personnel
ATTACHMENT TO AGENDA
Item X.C
Gift Acceptance Policy
DRAFT
Purpose
The purpose of this statement is to articulate the policies of Redwood Community Radio (KMUD) concerning the acceptance of charitable gifts.
Policy
RCR accepts donations of cash or publicly-traded securities. For other types of gifts, RCR will accept them on a case-by-case basis as outlined in the following. Our guiding principles behind accepting gifts are that they:
" Must not come with financial or legal liabilities to the station;
" 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 or whose use is restricted in some manner.
Gifts of in-kind services will be accepted at the discretion of KMUD staff and management.
Gifts in Memoriam
In the event donations are made to Redwood Community Radio in memory of someone, that money shall 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 shall endeavor to assist donors in accomplishing their philanthropic objectives in providing support to the station. Information concerning all transactions between a donor and RCR shall be held by the station in confidence. Redwood Community Radio shall respect the wishes of donors wishing to support the station anonymously and shall 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 shall 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 may not, however, provide the donor with any tax advantages during their lifetime, nor may it provide an assured income for donors or their beneficiaries, as other plans might.
3. Unless specifically restricted, the RCR Finance Committee shall recommend the use of funds to the Board.
a. A general-purpose guideline would be to allocate bequests in such a way that: 1/3 is designated for special projects (not operating) that have already been prioritized (e.g., emergency broadcast equipment, building repairs, etc.); 1/3 is designated for equipment repair and replacement, and 1/3 is designated for reserves.
b. Care should be taken in assessing RCR's financial needs and how a bequest may best serve them. Gifts should be considered on a case-by-case basis.
Life Income Gifts
Through RCR's endowment with the Humboldt Area Foundation (HAF), RCR can accept and enter into a number of life income gift arrangements.
1. A charitable gift annuity (CGA) 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's endowment.
a. This plan shall be administered by and arranged by the Humboldt Area Foundation.
b. The minimum gift accepted for this program is $25,000, and the minimum age of the annuitant is 60. A deferred CGA may be set up for a participant aged 55 years or older.
2. A charitable remainder trust (CRT) 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. For HAF to serve as trustee, 50 percent of the charitable remainder value must be designated to RCR to add to its existing endowment. The remaining 50 percent may be directly distributed to RCR.
a. This plan shall be administered by and arranged by the Humboldt Area Foundation.
b. The minimum gift accepted for this program is $100,000, and the minimum age of the beneficiary is 55 years or older.
Planned and Deferred Gifts
1. Official acceptance of all planned and deferred gifts will 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 will 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 are to 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 advisors at the Humboldt Area Foundation 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 the Humboldt Area Foundation 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 shall provide to Redwood Community Radio, at the party's own expense, relevant information regarding the real estate, including:
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 sale of the real property is likely to provide Redwood Community Radio in excess of $100,000 and that the station will be reasonably relieved of legal liability, they shall recommend acceptance of the gift to the Board. The committees may also choose to recommend acceptance of a gift of lesser value.
Redwood Community Radio shall not accept gifts of personal residences subject to the donor's retained life state without the recommendation of the Humboldt Area Foundation as the administrator of an applicable life income gift program.
Tangible Personal Property
1. Redwood Community Radio may accept tangible personal property gifts with approval from the Development Committee, on recommendation by the station manager and station staff.
a. Related Use: Station management and staff must determine if the tangible property would be retained by Redwood Community Radio for use in its work. If so, station management and staff shall 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 shall 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 valued at $50,000 or 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 shall 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 shall determine whether the sale of the securities might be restricted under Rule 144 or other provisions of securities law.
Gifts of marketable securities shall be accounted for at their value on the date the gift is sold.
Redwood Community Radio shall instruct its brokers that all marketable securities will be sold upon receipt. Station management is authorized to override this general rule 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. Gifts of closely held stock should be of at least $100,000 in value for consideration. 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, shall be exercised prior to Board approval.
Interests in Partnerships & LLCs
RCR shall accept neither general partner interests nor stakes in limited liability companies as gifts. Consideration to these types of gifts shall be given only:
" When the minimum amount of said gift is at least $250,000;
" 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 shall be made to partnership in companies that might require RCR to contribute funds or make capital call contributions.
Published in
Minutes from Board of Directors Meetings
Tagged under
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
May 7, 2018, 2:00 pm
Heart of the Redwoods Community Hospice, Garberville CA
II. Roll call
BOARD-APPOINTED: Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS: President Jimmy Durchslag
STATION MANAGER: Cynthia Click
ABSENT: Mark Marchese, Vice President Zac Gonzales, Eden Goldberg
GUESTS: Michael McKaskle, Chanin, Mark Sternfield
III. Approval of April minutes
Durchslag moved to table. Bier seconded. Passed unanimously.
IV. Approval of agenda
Doyka moved approval. Starck seconded. Passed unanimously.
V. Open time
Chanin expressed her support for Click and the Board as they work on restructuring staff responsibilities and revising the budget.
McKaskle said the station needs a volunteer coordinator and that station programmers should be solicited for help with station projects.
VI. Management report
Click reported that the annual audit is still pending; she has obtained an extension through July 15 from CPB. The FCC EEO audit has been completed and uploaded to the public files for KMUD and KMUE.
VII. Finance Committee report
Starck distributed, to the Board as well as to guests, a 2018 budget with proposed changes approved at the May 1 committee meeting. Scudder summarized the cuts, which included a $49,000 reduction in anticipated subscription revenues and a $22,679.54 cut in salaries and employer costs, i.e., payroll taxes and workers compensation. [A copy of this document is posted at the station.] Scudder moved adoption of the revised budget. Starck seconded. Passed unanimously.
VII. Old business
A. Committee chairs and memberships
The following volunteered to chair the respective committees: behr, Pledge Drive; Scudder, Finance; Bier, Policy; Durchslag, Development; Doyka, Mediation. Bier moved approval of these choices. Starck seconded. Passed unanimously.
B. Employee handbook
There was no progress to report.
C. Reschedule Board orientation
Deferred to next meeting.
D. 2018 Budget
See VII.
VIII. New business
A. Election of officers
The following volunteered to serve in the indicated offices: President, Durchslag; Vice President, Starck; Treasurer, Scudder; Secretary, Bier; Correspondence Secretary, Doyka. Bier moved appointment of officers as stated. Starck seconded. Passed unanimously.
B. Policy on staff lunches
Durchslag moved that staff lunches be unpaid as a matter of policy.. Scudder seconded. Passed unanimously.
C. Conduct of meetings (please see attachment)
Doyka moved adoption of the draft statement, with addition of the following sentence at the beginning: "Each committee is expected to submit a report following each meeting." Durchslag seconded. Passed unanimously.
D. Broadcast equipment insurance
Starck moved that RCR purchase the offered coverage, to be paid on an installment basis, unless less expensive insurance could be found before May 15, the expiration date of the offer. Doyka seconded. Passed unanimously.
IX. Committee reports
B. Member representatives
Starck asked Board members to be certain they saw recent communications from Betty Miller and Kelley Lincoln.
C. Community Advisory Board (CAB) - Siena Klein
Bier was asked to copy Klein on the new meeting guidance.
E. Development -
Durchslag recapped plans for a tabling drive in early July.
G. Policy - Bier
Bier agreed to undertake a draft gift acceptance policy.
X. 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, June 11, 2:00 pm, Hospice
Packet materials due June 1.
Finance Wednesday, May 30, 11:00 am
Development Wednesday, May 30, 1:30 pm
Executive Wednesday, May 30, 3:00 pm
XI. Closed session - Personnel
A. Staff restructuring plan
ATTACHMENT TO AGENDA
ITEM IX.C
Guidance for the Conduct of RCR Meetings
(per Sarah Starck)
The committee chair sets the agenda and times for each item, as well as facilitating the meeting. Before the meeting begins, a note taker (secretary) is identified and attendees are noted. The meeting is conducted so that one person speaks at a time. The chair keeps meeting points on topic and within the times set.
The next meeting's agenda points and ongoing discussions are noted for follow-up.
After every meeting recommendations, proposals, and/or reports are written by the committee chair or someone delegated to do so. The written notes are submitted to the Station Manager, who can report to BOD if deemed appropriate.
Reports are written in the format below, using all that apply, without being limited to this list:
DATE:
TITLE:
COMMITTEE CHAIR:
SECRETARY:
AGENDA:
ATTENDANCE:
NOTES:
RECOMMENDATIONS:
PROPOSALS:
NEXT MEETING AGENDA:
Published in
Minutes from Board of Directors Meetings
Tagged under
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
April 9, 2018, 2:00 pm
Heart of the Redwoods Community Hospice, Garberville CA
II. Roll call
BOARD-APPOINTED: Treasurer Sarah Scudder, Mark Marchese, Christine Doyka
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, Vice President Zac Gonzales, Eden Goldberg
STATION MANAGER: Cynthia Click
GUESTS: Michael McKaskle, behr, Bonnie Blackberry, Johanna Johnson, Charlotte Silverstein
III. Approval of March minutes
Bier moved approval with changes. Doyka seconded. Approved with eight yea votes, one abstention.
IV. Approval of agenda
Scudder moved approval. Durchslag seconded. Approved with eight yea votes, one abstention.
V. Seating of new Board Members
Sarah Scudder was seated as a member representative. Jimmy Durchslag began his second term as a programmer representative. The Board thanked outgoing member representative Maria Savage for her service.
VI. Appointment and seating of Board-selected Member
behr presented her record of participation in RCR activities, especially since last fall. Starck moved appointing behr. Durchslag seconded. Click made a strong endorsement. Savage also declared herself in favor. behr was elected with seven yea votes, one nay vote.
VII. Open time
Johnson recommended a 10 percent cut in staff pay, along with a 10 percent reduction in hours.
Silverstein pointed to the example of how the Hospice raises much of its funds with two, gala annual fundraising events, making the point that RCR must figure out other ways to raise funds. She also asked the Board, as it considers budget cuts, to have care and consideration in how it treats station staff.
VIII. Management report
Click reported on the FCC EEO audit, saying that staff turnover is a concern, although self-dealing is not. She said she will have a lawyer review the document at the same time it is sent.
IX. Finance Committee report
X. Old business
A. Employee handbook
Click reported that there has been no progress.
XI. New business
A. Responsibilities for Board packet
Scudder moved that the packet be made the Secretary's responsibility. Starck seconded. Passed unanimously.
B. Committee chairs and memberships
Scudder moved deferral until the May meeting of officer elections and considerations of committee chairs and memberships (item XI.C). behr seconded. Passed unanimously.
C. Board retreat and training
April 24 was set for the annual Board orientation and training.
XII. Committee reports
A. Programmer representatives
Durchslag said there would be a programmers meeting soon following the pledge drive. Click suggested four a year, scheduled well in advance.
F. Development
Durchslag moved setting a $6,050 budget limit for the May 26 Block Party. Bier seconded. Passed with six yea votes, two nay, one abstention.
XIII. 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 May 7, 2:00 pm, Hospice
Board Talk Show Wednesday, April 11, 7:00 pm
Finance Monday, April 16, 1:00 pm
Pledge Drive/Development Monday, April 16, 3:00 pm
Policy Wednesday, April 18, 11:30 am, Calico's upstairs
Executive Wednesday, April 18, 12:00 pm, Calico's upstairs
XIV. Closed session - Personnel
The Board held an extended discussion of possible steps that could be taken to respond to the shortfall in fundraising seen in the just-completed pledge drive. No official actions were taken. The station manager was given support for several interim measures. The office would be closed on Friday, and there would be no newscast, weather, class ads or community calendar that day. Staff hours would be cut across the board. This was seen as preferable to cutting positions. A Management Support Team meeting was set for April 19 to continue the discussion and to work on identifying other cost-cutting measures.
Published in
Minutes from Board of Directors Meetings
Tagged under
Redwood Community Radio
Adapt to Thrive
Membership Drive
Thank YOU for Your Support!
Dear Listener,
A KMUD silent drive letter in August? What's up?
The membership drive to raise $80,000 starts September 5th. Yes, we are launching our fall drive two months earlier than usual. The economic downturn is hard on all of us, including your local community-supported radio station. We need your support now!
Adapt to Thrive Membership Drive!
Whether it's music shows, news and information, connection to your community, whatever your reasons are for supporting community radio, now is the time to renew your membership, ask your friends to join, and/or send in an additional donation. Be part of the solution to help KMUD thrive in these challenging times!
It costs about $40,000/month to keep our station running.
This does not include building and equipment upgrades, repairs, maintenance, website upgrades, or emergency preparedness equipment.
|
KMUD Monthly Expenses (Amounts rounded off to nearest $100) |
|
| Professional Services (bookkeeper, janitorial, etc.) | $1,700 |
| Utilities (phones, internet, water, etc.) | $2,200 |
| Administrative costs (office supplies, postage, printing, equipment rental, etc.) | $3,400 |
| Insurance and taxes | $3,800 |
| Rent & electricity for 4 transmitter sites | $5,500 |
| Local news production and staff costs (2 staff and stringers) 5 days a week | $6,000 |
| Payroll for 6 staff people (not including the news) | $14,000 |
Join the fun at the membership drive! KMUD is fueled by volunteers.
*Answer phones* Speak up for KMUD on the air* Bring food*
Send in your Silent Drive form and get a chance to WIN AWESOME PRIZES! Details on back.
Thank you for being a part of our KMUD family. You are a valued part of our community and we really appreciate your continued support.
Long live KMUD!
Behr, Membership Drive Chair Jimmy Durchslag, Board President Cynthia Click, Station Manager
……….and everyone at Redwood Community Radio……….
Turn in you Silent Drive form by 4:00 on the first day of the drive to enter drawings to win the prizes featured bellow. These drawings will happen after the Local News on the evening of September 5th.
You could win a two-day STAYCATION for 2 at one of these wonderful retreats!!!
Mendocino Grove
Mendocino Grove offers modern camping on the coastal bluffs of Mendocino. Mendocino Grove offers Safari-style Classic and Family tents, fully-outfitted with comfortable beds, warm down comforters, cotton linens, lanterns, and more. Each tent is housed on a wooden platform with a redwood deck furnished with leather butterfly-chairs. A light breakfast …. featuring Thanksgiving Coffee, served daily and free of charge.
You could win… A two night stay for two in a Bluff View Tent with Campbox, S'more kit and Bottle of Local Wine and firewood.
The Bluff View Tent features a romantic view of the coastal bluff line and ocean and includes a picnic table and fire ring. Nearby you will find hot showers stocked with EO Marin bath products. Total value $525
Heartwood Mountain Sanctuary
Heartwood is a wilderness retreat destination, learning village and community hub at the heart of the Emerald Triangle.
As a world-class healing arts institute for over 30 years, Heartwood remains a peerless retreat center with sterling spa amenities and rejuvenating therapies. Relax in the hot tub and take in the mountain views, sweat it out in our newly remodeled sauna, book a healing massage session, attend an invigorating yoga class, or explore walking trails on their 200 acre campus. The Heartwood Lodge Kitchen prepares the freshest farm-to-table farce, grown right on site. Heartwood hosts a wide variety of year round special events and educational programs to stimulate your mind and feed your passion. During your visit, sign up for a pottery class, enjoy a Farm Tour or one of our group culinary classes.
You have 2 chances to win….. A two nights stay for two to Heartwood!!
YOU are invited to KMUD’s Summer Music Series @KMUD Studio in Redway. Aug 17, Aug 31, September 7th!
sssssssssssssssssssssssssssssssssssssssss#ssssssssssssssssssssssssssssssssssssssssssss
Download and print out the original letter, then send in the form, or simply donate online now. We'll enter you in the drawing either way!
May we thank you on air? ¡ Yes ¡ No Are you interested in volunteering? ¡ Yes ¡ No
| ¡ $365 “Dollar a Day” (¡ $30/month) ¡ $240 Family Sustaining (¡ $20/month) ¡ $120 Friend Sustaining (¡ $10/month) E-mail: (Save trees and give an email!) _______________________________________ |
¡ $420 Farm Membership ¡ $120 Family Membership ¡ $12 to $59 Sliding Scale ¡ $______ Other Amount |
||
|
|
Credit Card Information Card #________-________-________-_______ Expiration Date:______/______ CVC# __________ > (3 digits, back of card) Name on Card:___________________________ |
||
Published in
Fundraising
Tagged under
