Board Meeting Minutes October 8, 2018

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.
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
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
Item VI.A 
Gift acceptance policy
The purpose of this statement is to articulate the policies of Redwood Community Radio (RCR) concerning the acceptance of charitable gifts.
RCR accepts unrestricted donations of cash or publicly-traded securities.  
For other types of gifts, the RCR Board will accept them on a case-by-case basis.  
Our guiding principles behind accepting gifts are that they:
" Must not come with financial or legal liabilities to the station without thorough consideration of those liabilities;
" Must not violate our mission, vision or bylaws.
Certain gifts must be reviewed prior to acceptance due to the special obligations or liabilities they may pose on Redwood Community Radio.  These include real property, personal property, in-kind gifts, non-liquid securities, and contributions whose sources are not transparent.
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.
Last modified on Wednesday, November 28, 2018
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Our Mission and Vision

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

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



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