Board of Directors Meeting Wed. 21st at 5:30 PM

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

Ground Rules: Speak respectfully to one another. Focus on issues, not personalities. Support the facilitator. No interruption. Make criticism constructive, specific, substantiated and, ideally, when the person(s) are present. When required, a five-minute break shall be granted to attendees to encourage peaceful communication. Speakers during Open Time will be assigned an amount of time not to exceed five minutes. Any further discussions during the meeting will be between Board Members unless a guest is acknowledged by the Facilitator or is scheduled as part of the agenda.

Proposed Agenda

Redwood Community Radio Board of Directors

January 21, 2026 5:30 p.m.

Zoom Online Meeting

https://us02web.zoom.us/j/89834898574?pwd=5bwO28bTRuJ2a02qsR8kyerybrfwbr.1

Meeting ID: 898 3489 8574
Passcode: 705243

I. Call to order, and establish a quorum.

Opening comments from the President; meeting ground rules.

II. Roll Call

BOARD-APPOINTED MEMBERS: Secretary Jama Chaplin, Kim Nelson, Kat Hart

MEMBER REPS: Acting President George WinterSun, Correspondence Secretary Stephanie Thomas, Elise Sauer

PROGRAMMER REPS: Charley Custer, Pamela Lauer

MANAGER: Station Manager Rich Culbertson

III. Approval of minutes of Nov. 19 and Dec. 5, 2025

IV. Approval of Agenda

V. Open Time (speakers will be assigned a time limit

of five minutes or less)

VI. Consent Calendar: any Board member may remove an item for discussion. This is best done at Agenda Approval.

A. The Board is operating without a Parliamentarian, so monitoring the board’s meeting rules is the responsibility of the whole Board.

B. Our management structure is provisionally changing from a team to a single Station Manager. Practices and policies also change accordingly, with the permanent structure under review.

C. The Board confirms this board poll completed Dec. 27: Jama Chaplin moved, and ExCom member Charley Custer (also the Programmers’ Rep election coordinator) seconded, to reschedule the regular Programmers’ Rep election to approximately one month earlier, and include in the same process a special election for the Programmers’ Rep seat that has been vacant since May 2025, with term ending April 2027. A draft timetable has been circulated for this election process. The nomination period would end on Jan. 27. New board member(s) would be seated on March 18, 2026 (unless the board reschedules its March meeting).

D. The Board at long last awards the sign-on bonus of $687.50 for the Station Manager. This has been waiting for months to be resolved.

E. The Board will not at this time consider a Bylaws change to change quorum from “five” to a percentage of board members who are seated at the time.

F. The Board tables planned revisions to (or perhaps deletion of) Policy 2.4.3, Membership Drive Coordinating Committee, to put staff in charge of this work. And in Policy 2.4.1, Standing Committees, we’ll delete that committee, since it won’t be a board committee.

G. Tabled – Appointment(s) to Mediation Committee.

H. Tabled until February – the appointment of a Management Evaluation Committee.

I. Tabled – Revisions to Station Manager Job description

J. Tabled until February – appointment of the Management Evaluation Committee.

K. Revisions to 2026 Budget: recommendation not yet ready; tabled for now.

VII. Management Report – see written report in board packet.

Do Board members have questions or comments?

VIII. Finance Committee Report

And, review and approve Financial Statements.

IX. Old Business

1. Final approval of Proposed Personnel Policies Revisions (see board packet for text and explanatory documents)
2. Reschedule Board Self-Evaluation (and Orientation) Retreat
3. Revisions to Policy 3.1.11, Vacancies (Attachment 1) – second

consideration

4. Appoint two more board members to Elections Committee. The three roles are: Programmers’ Election Coordinator (Custer has been appointed), Members’ Election Coordinator (a volunteer is needed), and a person to monitor progress and produce board binders (WinterSun is willing).

X. New Business

1. Appointment of Officers: President, VP, Treasurer, Secretary. Terms will end during the April board meeting.
2. Bank Motions: adjusting signatories
3. The Board is asked to authorize the Public Media Bridge Fund Grant Agreement, signed by our Station Manager on 11/24/25, and to execute the Board Resolution for the Public Media Company.
4. Insurance Policies: Report and possible action
5. Revise Policy 5.5.4, Separation Checks (Attachment 2, first consideration)
6. Revise Policy 2.4.4, Development Committee and related Policy 4.12.2, Activities Sponsored or Produced by KMUD (Attachment 3, first consideration)
7. Appreciation Party Planning: board members and others interested in planning this spring event are asked to share ideas with the board, including date(s), in advance.

XI. Committee and Other Reports

1. Programmer Representatives
2. Member Representatives
3. Community Advisory Board (CAB) – Siena Klein
4. Correspondence Secretary – Thomas
5. Development – WinterSun
6. Membership Drive Coordinating Committee – Culbertson
7. Policy – Chaplin
8. Mediation – Custer
9. Building and Grounds – Sauer

XII. Meeting Schedule

All meetings take place online unless otherwise stated. Meeting dates may change. Those interested in attending one should first check with the office to ensure that no changes have been made to this schedule, and obtain meeting links and/or locations. Chairpeople are named in parentheses.

Note: Board members should consider the proposed meeting date carefully, and whether Zoom or a hybrid meeting will happen.

Board of Directors 3rd Wed., 5:30 pm (WinterSun) — Feb. 18

Development 4th Thursday, 4:00 pm (WinterSun) –

rescheduled to Thursday, Jan. 29, 4:00

Policy 1st Monday, 11:00 am (Chaplin) – Feb. 2

Executive 1^st Monday, 12:00 p.m. (WinterSun) – Feb. 2

Finance 1st or 2nd Tuesday, 3:00 p.m. (__) – Feb. 3 or 10

(stay tuned)

Major Donor

Action Team 2nd Tuesday, 1 pm (Augustine) – Feb. 10

CAB Quarterly, at station and virtual (Siena Klein):

Thursday, Jan. 29, 5 pm.

Board talk show: for future reference: Wed., March 11, 7 pm –

Including candidates’ forum for Members’ Rep

XIII. Closed session – personnel

XIV. Adjourn

In these Attachments, underlined language is proposed for addition, and language struck out is proposed for deletion.

Attachment 1

Proposed revision to Policy 3.1.11, Vacancies.

This change was recommended by the Policy Committee, and then the Executive Committee added the recommendations in red on Nov. 10:

Vacant Members’ or Programmers’ seats shall be filled by election if more than one year remains on their term. Vacant seats with one year or less remaining shall be filled by Board appointment. For any appointment to the Board, the Board will ideally, but not necessarily, receive at least 6 days’ notice of a candidate for appointment. Also, people appointed do need to be members of RCR 30 days before nomination (by a board member at a board meeting). Recommended but not required are attendance at at least one Board meeting before appointment, and two letters of reference for the candidate.

Attachment 2

Proposed revisions to Policy 5.5.4, Separation Checks

This change was proposed by the former Financial Manager last fall, was recommended by the Policy Committee, and then a revised but congruent proposal (below) was reviewed by Policy Committee on 1/12 and Finance Committee on 1/13.

5.5.4 Separation Checks

An employee’s final Employee separation checks timesheet shall be documented by include an itemized breakdown of all funds to be paid out. Separation checks shall be first approved by the Treasurer and then signed by the Station Manager, unless she or he is the departing employee. Final Timesheets must be approved by the Station Manager. Final paychecks will only be Direct Deposit with email permission from the employee.

Attachment 3

Revisions to these two related policies were recommended by the Development Committee, reviewed by Policy Com, and available for review to the Finance Committee.

Policy 2.4.4     Development Committee

The Development Committee shall consist of five or more persons, appointed by the Board: one Board member as-appointed chairperson, at least one other Board member, the Station Manager, the Development Coordinator, and at least one other person.

Responsibilities of this committee are This committee is responsible to develop fundraising activities for RCR. This includes events, coffee booths, tabling campaigns, marketing strategies, merchandising and inventory, promotions, advertising campaigns, and other all fundraising in general. This committee will follow the general guidelines for events as outlined in the Fundraising Manual. The committee will draw up review event proposals to be submitted to and approved by the Board of Directors (or to Management, if projected expenses are under $1500). The Proposal form will be provided, and edited when needed, by Management.  Progress on all projects will be reported by the Committee monthly to the Board, including a final report once the project is completed. At the beginning of the year this committee will draw up a calendar to follow for the year. Other events may be considered later in the year.

The Development Committee shall work within the annual budget guidelines approved by the Board of Directors. The Development Committee needs to work in parallel with the Finance Committee to increase consistent cash flow while also working within the current financial restrictions dictated by the Finance Committee.

Open time shall be available to all guests. Guests can be part of the brainstorming process if the Committee members request it. Proposals may are to be submitted by the potential event coordinator(s) to the Committee in writing or by email for consideration. The Committee may suggest revisions before forwarding the proposal to the Board or Management. Committee rRecommendations may accompany a proposal will be clearly outlined and proposed to the Board. Some events may be asked by Management or the Board to cover their expenses with sponsorships before final approval can be granted.

Open time shall be available to all guests. Guests can be part of the brainstorming process if the Committee members request it. If a vote is taken at a meeting, only the members of the Committee will be counted to make final decisions. Guests may be included in a straw poll, and this count will be included in the report to the Board but is not part of a decision-making vote.

On the occasion that timely decisions need to be made, only the Committee members will participate in a vote to decide how to proceed. This will be clearly reported to the Board with explanation regarding the need for the quick decision.

This Committee, and event coordinators, will take a large role in recruiting, organizing, and training volunteers. Volunteer records networks shall be created and documented for future reference. Key volunteers will be delegated to and entrusted with coordinating and recruiting other volunteers for events or task management. Dependable volunteers will be trusted to work drives, booths, events, tables, etc. Developing solid relationships with dedicated volunteers will be a goal of this committee.

Policy 4.12.2    Activities Sponsored or Produced by RCR

All activities using RCR’s or KMUD’s name shall be approved by Management or Board of Directors. See Policy 2.4.4. cleared in advance with the Station Manager or the Development Committee, and a financial report shall be made when appropriate within a reasonable amount of time following the event.