Board Meeting Agenda January 21st
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, 2025 3:00 p.m.
Zoom Online Meeting
Meeting ID: 853 2341 1359 Passcode: 766247
I.Call to order, and establish a quorum.
Opening comments from the President; meeting ground rules.
II.Roll Call
BOARD-APPOINTED MEMBERS: Treasurer Flurina Niggli, Matt Knight, Lelehnia DuBois
MEMBER REPS: President Chestine Anderson, Vice-President George WinterSun, Correspondence and Temporary Secretary Stephanie Thomas
PROGRAMMER REPS: Javier Rodriguez, Michelle Vassel,
III. Approval of November 19, 2024 minutes.
IV. Approval of Agenda
V. Open Time
VI. Consent Calendar
A. Approve April, May, June (regular meeting), and July 2024 minutes.
VII. Management Reports – Station Manager Kara Randolph and Financial Manager Sarah Starck
VIII. Finance Committee Report – Flurina Niggli
IX. Old business
X. New Business
A. Add a Coast Central Credit Union checking account with the same signers already existing.
B. Approve Sarah Starck researching and opening a credit card with Coast Central Credit Union OR Capital One, whichever is a better fit for the organization.
C.. Appoint an Elections Referee.
D.. Annual Appreciation Party
E. Review and Approve the Separation of Duties chart – in Board packet
F. Review and Approve the Accounting Manual – in Board packet
G. Review and Approve changes to the By-Laws – attachment 1
H. Review and Approve changes to the Policy Manual re Elections – attachment 2
XI. Committee Reports
- Programmer Representatives
- Member Representatives
- Community Advisory Board (CAB) – Siena Klein
- Correspondence Secretary – Thomas
- Development – WinterSun
- Membership Drive – Knight
- Policy – Anderson
- Mediation – Rodriguez
- Building and Grounds – Rodriguez
XII. Committee Meeting Schedule
All meetings take place online until further notice. Those interested in attending one should first check to ensure no changes have been made to this schedule. Zoom meeting IDs, passcodes, phone numbers, and links for the Board meeting can be found on the website and in the email distributed before the meeting. For access to other meetings, please contact the committee chair.
Board of Directors 3rd Tuesday, 3:00 p.m. Feb 18
Membership Drive 4th Tuesday, 4:00 p.m.(Matt Knight) Jan 28
Development 2nd Thursday , 4:00 p.m.(George WinterSun) Feb 13
Policy 1st Monday, 11:00 a.m.(Chestine Anderson) Feb 3
Executive 1st Monday, 12:00 p.m.(Chestine Anderson) Feb 3
Finance 1st Tuesday, 3:00 p.m.(Flurina Niggli) Feb 4
CAB Quarterly, Winter meeting at 5pm, Feb 13
XIII. Closed session – personnel
XIV. Adjourn
Attachment 1
Article II. Membership
Section 1. RCR is a membership-based organization. A “Member” is any real person who has paid at least the basic or sliding scale annual fee or completed an approved exchange of service in lieu of fees. The Board of Directors shall determine the dollar amounts associated with the various categories of Membership. Each Member is entitled to one vote in Member elections.
Section 2. Current Programmers and Engineers are considered Members of RCR by virtue of their service, and are entitled to vote in both Member elections and Programmer elections.
Article V. Nominations for Election to the Board of Directors
Section 1. Board candidates shall be nominated by Members from their respective constituencies. Any Member may nominate him- or herself themself for election.
Section 2. The nomination period for the Programmers’ candidates shall be from the first day of the month prior to the Annual Meeting until the end of the third week December 1st until February 15th of the month following the Annual Meeting.
Section 3. The nomination period for the Members’ candidates shall be from the first day of the month prior to the Annual Meeting until the 15th end of the third week of the month following the Annual Meeting. December 1st until February 15th.
….
Section 5. New Directors shall be seated at the beginning of the regular April meeting in the month following the close of elections, after the existing board approves its minutes. All expiring Board terms shall be considered to end after new Members Directors are seated at that Board meeting.
Attachment 2
Please note that the changes to the Elections policy contains only those section where changes are proposed. Some sections have no changes proposed and so are not included below.
The changes to the Elections policy also reflect the date changes proposed in the By-Laws in Attachment 1. The complex sentence structure of the current policy regarding dates of nominations was not included as it was very difficult to make sense of which changes are actually being proposed.
3.ELECTIONS (Internal to RCR) POLICIES AND PROCEDURES
3.1. GENERAL
3.1.1.Bylaws
All elections shall be governed by RCR bylaws in addition to this document, which establishes policies, procedures, and timelinesand which replaces and supersedes all previous election policies and procedures.
3.1.2. Annual Meeting of the Members
The Annual Meeting of the Members, currently held in January, plays a key role in the governance of the organization (Bylaws Article III, Section 1, and Article VII). Reports are delivered, and candidates for the board have an opportunity to speak to the assembled Members. Further nominations may be made. The Election Committee shall see to it that this meeting is announced on-air frequently in the weeks before the meeting.
3.1.3.Election Committee
The Election Committee shall be appointed by the Board of Directors at the Board meeting in November. The recommended candidates are the Programmers’ and Members’ representatives who are serving the second year of their respective terms. These two shall be the election coordinators for the elections in their respective categories. In addition the Programmers’ election coordinator also manages the Mediation Committee election, which happens every three years. A Board member who will be running for their second term may not coordinate an election.
A third Board member shall also be appointed who shall be responsible for creating Board binders for the newly elected Board members, for giving updated versions of some binder documents for other to previously seated board members, and for monitoring the progress toward each election.
3.1.4.Referee
A neutral person who is willing to receive and help count ballots shall be recommended by the Election Committee for appointment by the Board at the December Board meeting or, if there is no December Board meeting, in January..
3.2. MEMBERS’ REPRESENTATIVES TO THE BOARD
3.2.2.Voter Eligibility
All Members in good standing as of January 1 are eligible to vote, with one ballot being issued per Member. (See Bylaws Article II, Section 1.) Programmers are considered Members of RCR and thus are eligible to vote for member representatives. Children under the age of five and animals are ineligible.
The election coordinator and the program director shall schedule at least one talk show with the candidates to occur as soon as possible after nominations close. The election coordinator shall announce this show in the ballot mailing and shall write promos for the show.
3.2.4.Nomination Period
5/26/10; 11/7/17; 5/12/21
The nomination period is from Dec. 1 until February 15. (Bylaws Article V, Section 3). This shall be announced on the air starting in December, on the RCR listserve, in the e-newsletter if possible, and aired frequently in the week preceding the annual meeting. The Election Committee chair shall post a sign at the station.
3.2.5. Ballots
11/7/17/; 09/08/21
All candidates may submit a written statement. The ballot mailing shall include the date(s) of the candidates’ talk show(s), the date ballots are due, and a return envelope addressed to the referee. Ballots shall be mailed to all eligible Members by the close of the fifth business day in March. Family Members will receive two ballots. Marked ballots must be returned to the referee postmarked or by hand no later than March 31. Ballots shall be counted by the close of the tenth business day in April (Bylaws Article V, Section 3). Ballot duplication shall be prevented by numbering ballots and by one other security measure.
3.2.6. Mailing List
The membership mailing list is not available to candidates. The election coordinator shall inform paid staff once there are two nominations so they staff can begin to prepare the database for producing mailing labels and a copy of the list for the election coordinator’s file.
3.3. PROGRAMMERS’REPRESENTATIVES TO THE BOARD
3.2.7. Board Member Seating
New Board members shall be seated at the beginning of the regular April meeting. (See Policy 3.4, Bylaws Article V, Section 5.).
3.3.2. Voter Eligibility
All programmers and engineers in good standing may vote.
3.3.3.Candidates’ Forum
The Programmer election coordinator shall schedule a candidates forum during a programmers’ meeting before or at the beginning of the voting period. The programmers’ election coordinator also manages the Mediation Committee election every three years, and volunteers vote in that election. In those years the meeting will be a combined programmers’ and volunteers’ meeting which includes these two candidates’ forums.
3.3.4. Nomination Period
5/12/21
The nomination period is from Dec. 1 until Feb. 15 (Bylaws Article V, Section 2). This shall be announced to all programmers on the RCR listserve by Dec. 1. The Election Committee chair shall post a sign at the station.
3.3.5. Ballots
09/08/21
All candidates may submit a statement. Ballots shall be mailed to all eligible programmers by the close of the fifth business day in March, with return envelopes addressed to the referee. When there is a Mediation Committee election, see Policy 3.6.5. Marked ballots shall be returned to the referee postmarked or by hand no later than March 31. Ballots shall be counted by the close of the tent business day in April (Bylaws Article V, Section 2). Ballot duplication shall be prevented by numbering ballots and by one other security measure.
3.3.6. Board Member Seating
New Board members shall be seated at the beginning of the regular April meeting (Policy 3.4, Bylaws Article V, Section 5).
3.4. SEATING OF NEW BOARD AND BOARD APPOINTMENT
3/21/00; by policy “Voting” passed 4/01 and Bylaws 2003; 05/12/21
The Election Committee shall produce an on-air promo that solicits candidates for the annual appointment of a board member. This promo shall be aired from March 1 until ten days before the April board meeting. It will state that candidates must be Members of RCR 30 days before their nomination.
The Board shall open nominations for the annual board-appointed seat at the March Board meeting. Nominations not made at that meeting shall be delivered to the Board at least six days before the April meeting. The Board shall consider nominations for the annual Board appointment at the April Board meeting, just after where elected members are seated. If other candidates are nominated later, all Board members shall be notified as soon as possible, but no later than six days before the next meeting for a candidate to be eligible.
Just after the opening of the April meeting, the two newly elected Board members shall be seated. Next the Board may choose the appointee, to be seated immediately.
Should the Board choose to seek other candidates before selecting its appointed member, the vote and seating of the appointed member can be postponed until the following month’s meeting. New candidates may be sought to reach a decisive vote. As before, the Board shall be notified of candidates as soon as possible and by six days before the meeting.
Just after the opening of the April meeting, the outgoing board will approve its minutes, and then the newly elected Board members shall be seated. BOD member appointment nominees have a set amount of time to read a statement (5 mins max), and then additional time for Q&A if there are any questions by the nominee or the BOD. Next the Board may vote to elect the appointee, to be seated immediately. The new Board then approves the meeting’s agenda. That agenda shall include the appointment of temporary officers. At the Orientation Retreat, the new board will discuss work assignments, including officers and committee chairs. Those appointments will occur at a regular meeting, as soon as the board is ready to make them.
3.6. REPRESENTATIVES TO THE MEDIATION COMMITTEE
3/28/06; 06/27/06
3.6.1. Candidate Eligibility
All candidates interested in a three-year term representing the programmers and volunteers shall be programmers or volunteers in good standing 30 calendar days prior to nomination. (Note: An employee or person contracted for services is ineligible. Volunteers must meet the Voter Eligibility criterion below as well.
3.6.2.Voter Eligibility
All programmers and volunteers and engineers in good standing may vote. A volunteer who delivers six hours of service to the organization in a six-month period may vote.
3.6.4. Nomination Period
05/12/21
The nomination period is from Dec. 1 until Feb. 15. The Programmers’ election coordinator Election Committee chair shall send a notice to the RCR listservenotify all programmers and volunteers and shall post a sign near the studios.
3.6.5. Ballots
Two representatives will be elected to the Mediation Committee. All candidates may submit a statement. Mediation Committee ballots shall be mailed to all programmers and engineers and volunteers by the close of the fifth business day of March, in the same mailing as the programmers’ representative ballots, and with return envelopes addressed to the referee. Eligible volunteers (see Policy 3.6.2) may ask the Station Manager for a ballot with return envelope. For programmers, the ballots will be sent in the same mailing as the programmers’ representative ballots. All ballots shall be returned to the referee postmarked or by hand no later than March 31. Ballots shall be counted by the close of the tenth business day in April. Note: RCR’s general election policies apply. See Section 3.1.
