Board Meeting Agenda October 10th

By KMUD membership | October 4, 2023

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.

Draft Proposed Agenda

Redwood Community Radio Board of Directors

October 10, 2023, 3:00 p.m.

Zoom On-line Meeting

https://us02web.zoom.us/j/81075474860?pwd=azNNWDZIclA0d2R2cDhtVTk4aUNxQT09
  1. Call to order, establishment of a quorum & selection of facilitator

Opening comments from the President; meeting ground rules.

  1. Roll Call

BOARD-APPOINTED MEMBERS: Treasurer Flurina Niggli, President Nadine Chapdelaine, Secretary Tonya Farmer

MEMBER REPS: Correspondence Secretary Chestine Anderson, George WinterSun, Stephanie Thomas

PROGRAMMER REPS: Javier Rodriguez, Vice President Lisa “Luv” Deny

STATION MANAGER: Allison Kolb

III.       Approval of September Minutes

IV.      Approval of Agenda

V.       Open Time

VI.      Consent Calendar

VII.     Management Report

VIII.    Finance Committee Report

IX.      Old Business

  1. Vote to Approve New Programmer’s Agreement – Attachment I
  2. Vote to Change and Remove Language in Board Poll Requirements –   Attachment II
  3. Vote to Remove Language from Audit Committee Policy – Attachment III
  •  Board and Staff Retreat

X.      New Business

  1. Vote to Change Language in Full-time Employees Policy –

Attachment IV

  • Vote to Change Language in Finance Committee Policy – Attachment V
  • Vote to Change Language in Salary Review Policy – Attachment VI
  • 2024 Budget Review

XI.      Committee Reports

  1. Programmer Representatives
  2. Member Representatives
  3. Community Advisory Board (CAB) – Siena Klein
  4. Correspondence Secretary – Anderson
  5. Development – Deny
  6. Membership Drive – WinterSun
  7. Policy – Chapdelaine
  8. Mediation – Rodriguez
  9. Building and Grounds – Rodriguez 

   XII.    Committee Meeting Schedule

All meetings take place on-line until further notice.  Those interested in attending one should first check to make certain that no changes have been made in this schedule.  Zoom meeting IDs, pass codes, phone numbers and links for the Board meeting can be found on the website and on the email that is distributed before the meeting. For access to other meetings, please contact the committee chair.

Board of Directors                          2nd Tuesday, 3:00 p.m.

Membership Drive                         4th Tuesday, 4:00 p.m.

Development                                2nd Thursday, 4:00 p.m.

Policy                                               4th Wednesday, 11:00 a.m.

Executive                                         4th Wednesday, 12:00 p.m.

Finance                                            3rd Tuesday, 3:00 p.m.

CAB                                             Quarterly, 5:00 p.m.

 Board Talk Show                         October 11th,7:00 p.m.

XIII.   Closed session – Personnel

XIV.   Adjournment

                                                      Attachment I

DRAFT Programmer’s Agreement

By signing this, I acknowledge that I have read and agree to be bound by all the information contained in the Operator’s Handbook and other documents given to me at training, which include relevant rules and regulations of the Federal Communications Commission (FCC), as well as relevant policy and procedures of Redwood Community Radio (RCR). I also realize that the full Policy Manual of RCR hangs on the bulletin Board at the station for my reference. These rules, regulations, policies, and procedures include the following:

1.         I understand that RCR runs substantially on volunteer energy. I agree to volunteer at least 12 hours annually in addition to my show (such as helping at events).

2.         It is my responsibility to coordinate my own volunteer hours. I will keep track of my hours and submit in writing or by email the number of hours volunteered and the specifics to the Program Director(s).

Below, please check off all areas that you are interested in.

I will engineer.

I will serve on the Development Committee, the Membership Drive Committee, or other committees (such as Podcasting, Emergency Preparedness, PSRC or other).

I will help with membership drives by answering phones, bringing food, producing, organizing, coordinating. If you have a specific preference for spring or fall, please indicate: __________________________.

I will volunteer at events, doing such tasks as coordination, sponsorship solicitation, food/bar, set up/clean up, general. If you have a specific preference, please indicate: __________________________.

I will help with tabling, either coordination or tabling. If you have a specific preference, please indicate: __________________________.

I will volunteer in the library.

I will volunteer in the news room.

I will help with yard work. Please list specific skills: _______________________________________.

I will help with building maintenance projects. Please list specific skills: _______________________________________________________.

I will perform office work, including filing, phone answering, etc.

I will help with mass mailings by stuffing envelopes.

Other. Please explain: ________________________________________.

(Exceptions will be discussed, pending circumstances.)

1.         I understand that I am responsible for thoroughly reading every issue of the programmer newsletter. It will be sent out by email and will be available in print at the station. I understand that I am responsible for getting a hold of the programmer newsletter and that I am responsible for reaching out to staff for clarity about any information in the newsletter I do not understand.

2.         I understand that my status as a programmer and my association with RCR is subject to periodic review by the Program Selection and Review Council and can be terminated by the Public Affairs or Music Programming Director and/or Station Manager at any time with sufficient reason. My show may or may not be scheduled for continued broadcast beyond this agreement. Any such terminations can be appealed using the Problem-Solving Procedure (Policy 5.1.7).

3.         I understand and agree to only pre-record my show content with the permission of the Music Director or Public Affairs Coordinator.

4.         I understand and agree that my show may be preempted by the Public Affairs or Music Programming Director, News Director, or Producers of on-air fund-raisers in order to broadcast special programming. I understand that I may be required to engineer the broadcast studio during my usual time slot. As always, obtaining a qualified KMUD Programmer as a substitute is acceptable. The Programming Team will do their best to give advance notice to programmers and engineers whose show(s) will be preempted if it is previously planned.

5.         In the event of an emergency, if I am unable to make my scheduled broadcast time, I will (a) try to find an available and suitable substitute (b) notify the Music Director or Public Affairs Coordinator as soon as possible to ascertain the right course of action. Authorized Staff will choose last-minute programs to fill voids in our schedule, or they will find a Substitute.

6.         I will not endorse or recommend while on-air, any person, product, event, or commercial establishment, or any other entity, in exchange for my own personal gain, which can include (but is not limited to) receiving money, tickets, guest-list spots, merchandise, etc. (“payola”). All tickets given away on-air must be processed in advance by office staff. I will not endorse or recommend my own band, business, employer, etc. (“plugola”), unless done with candor, i.e., I will announce to listeners that I am in the band or am the producer of the event.

7.         I understand that any News announcements must have verification from the News Department, or I must make a disclaimer that the announcement has not been confirmed.

8.         To honor laws governing public Elections: I understand any RCR programmer who is running for office (outside of RCR) shall give up their show until the election is over. Programmers running for the KMUD Board of Directors as a Programmer Representative do not need to give up their show. I understand that I should not use my show to publicly endorse or campaign for any candidate running for public election including the KMUD Board of Directors. It is strongly recommended that programmers use All Sides Now if they want to express their opinions. As per FCC law, I understand that if a candidate for a current public election is allowed to speak on my show during said election, I will offer equal airtime to all other candidates for said election and will notify management. I understand that during the KMUD Board of Directors election, programmers can not have candidates for Membership Representative as guests on their program unless it is to host the Candidate Forum.

9.         The following activities are prohibited on KMUD property, and may result in immediate suspension:

A.        Knowingly or willfully airing material of any nature, which could be considered obscene by FCC guidelines, at any time of the day or night. While not encouraged, material considered indecent by FCC and KMUD guidelines is allowed between 11 pm and 5 am only. (See list of terms posted in studios A and C.)

B.        Being impaired due to use of alcohol or any controlled substance while on-air.

C.        Theft of station property or resources (including, but not limited to, recordings of any kind) or “borrowing” of any property or resources without specific prior approval by a KMUD staff member. (Such activity could result in criminal prosecution.)

D.        Failing to appear for my show without prior approval by the Public Affairs or Music Programming Director (who must approve substitutes), except in unavoidable emergencies. I will communicate with them about any absences.

E.        On-air comments of a malicious or defamatory nature about any person, which could potentially subject KMUD to legal liability, or compromise KMUD’s integrity. Any on-air discussion of matters concerning disputes or disagreement within the station must have the prior approval of the Station Manager.

F.         As a programmer for a 501[c][3] organization, I cannot, while on-air, endorse (or encourage people to vote for or against) a political candidate or initiative. If I myself file for election to public office, I must refrain from programming until I am no longer a candidate.

10.      All food and drink is to be kept away from KMUD broadcast, production, and office equipment. I will be personally and financially responsible for any damage to KMUD equipment resulting from the negligent spilling of food or drink, or any other damage caused by me or by anyone present in the KMUD facility with my permission, or someone on the premises through my negligence. (It is KMUD policy that the front door is to be kept always locked so that no unauthorized persons enter and do damage for which I may be responsible.)

11.      I agree to attend at least one Programmers’ Meeting per year. If I miss a meeting, I am responsible for finding out what happened at the meeting. Meeting notes will be posted on the internet and on the bulletin board near the Policy Manual.

12.      I understand that no unauthorized guests are allowed on the station’s premises after normal office hours (11 a.m. to 4 p.m., Monday through Thursday). Furthermore, if they are inside the building, I have the responsibility to ask such persons to leave. Staff, programmers, and volunteers conducting station business who are authorized by staff or, ultimately, the Station Manager may do so after hours. If an authorized person invites guests, those guests will always remain under their supervision.

13.      All communications with the public on behalf of KMUD will be carried out in a courteous manner. As a KMUD programmer, I understand that I may not represent myself as a spokesperson or representative of the station, except with the prior authorization of the Station Manager.

14.      I agree to not upload my recorded shows that contain any copyrighted content to the internet, including platforms such as Facebook, Spotify or personal blog pages. RCR pays royalties on content aired on RCR’s airwaves and on RCR’s webpage and archive. RCR does not pay performance royalties when the content is on any other site.

15.      RCR studios and equipment cannot be used to produce syndicated programming that financially benefits the individual programmer or program.

16.      KMUD programmers are automatically members of KMUD. This makes them eligible to vote in the KMUD Board of Directors elections. I understand that when my address changes it is my responsibility to contact the Membership Coordinator so that I can receive my ballot.

17.      Redwood Community Radio acknowledges that volunteers have the right to private lives and independent modes of expression outside the RCR organization. As a representative of RCR, the role and responsibility of programmers regarding social media must be clearly defined and followed. Your words and actions reflect on you and RCR. We ask that you be thoughtful with the content you publish. Participation in social media is at an individual’s discretion. Please keep in mind the following policies:

A.        RCR encourages you to promote RCR programs, news, events, and other activities on your social media sites.

B.        If posting any personal opinions related to RCR, clearly state that you are a programmer, volunteer, or staff member, and make certain to state that the views expressed are purely your own and not necessarily those of RCR.

C.        Do not register any social media usernames, Facebook pages, or other social media sites/services using “KMUD” or “Redwood Community Radio” without prior approval by the Station Manager.

D.        Any conduct which is impermissible under the law if expressed in any other forum is impermissible if expressed through a blog, website or social networking on or through websites or services such as Twitter, Facebook, or similar sites/services. For example, posted material that is discriminatory, obscene, defamatory, libelous, or threatening is forbidden.

All policy changes are highlighted. Deletions are in black font. Additions are in red font.

                                           Attachment II

Policy Manual, 2.3.5. Board Polls                                                                   

04/24/12

The Board may act without a meeting when this gives significant benefit to RCR.  The Board must be unanimous to act in this way (except, of course, that any Board member with a conflict of interest does not vote). Board polls shall be initiated by an email to the entire Board. Any responses made by telephone shall be reported by email. A copy or copies of the motion signed by all Board members must be obtained by the close of the next Board meeting. The decision is recorded in the minutes of the meeting immediately following the board poll.

Any Board member, as well as Management, may initiate a poll by first obtaining the affirmation of a second person who is a member of the Executive Committee that it would provide significant benefit to RCR. The initiator will track responses and file the signed copy or copies of the motion with Board minutes in the Public File.

Discussion is encouraged and Board members may change their votes until voting is finished.

Attachment III

Policy Manual, 2.4.7. Audit Committee

05/11/20; 01/12/22

The Audit Committee is appointed by the RCR Board of Directors each year by November 30, with a Board member as chair. Two to four people will be appointed, including at least one Board member in addition to the committee chair. Community members are eligible for nomination and appointment for the remaining two seats. Employees and financial contractors of RCR may not serve on this committee.

The Audit Committee will work to improve RCR’s Accounting Manual by conducting an annual review of that manual and the organization’s functioning according to it. This review is suggested for October and November.

While the full Board retains oversight authority, the Audit Committee’s smaller size allows it to carry out its responsibilities in a more manageable environment. The committee is not involved in the nonprofit’s daily accounting functions but instead oversees and helps to carry out the independent audit process, including working with the Station Manager to evaluate independent auditors and thus recommend an auditor to the Board of Directors for approval (to enter engagement with the new auditor by year end for the next audit), as well as gathering and submitting documents as needed to fulfill the audit deadlines.

The Audit Committee is directed to oversee progress toward completion of the audit in a timely way, allowing for posting of the annual financial report to the Corporation for Public Broadcasting before the deadline. This is a very complex and labor-intensive process, and audit committee members may offer their services to management as volunteers, helping to achieve document production and other nonaccounting tasks for the audit.

 Attachment IV

Policy Manual, 5.4.3 Full-Time Employees

11/11/20

Staff members who have a 30-hour per week schedule are full-time employees.

RCR complies with all labor laws.

                                                       Attachment V

2.4.5. Finance Committee

11/24/11

Purpose of the Finance Committee

The Finance Committee is the fiscal awareness component of the Board. It educates, advises, and recommends to the Board and Management the financial possibilities and monetary consequences of RCR’s plans, ventures, and activities.

Finance Committee Participants

It will consist of, at the minimum, the Station Manager and the Board Treasurer. It is strongly recommended that the bookkeeper and underwriting representative attend.

It is Board policy that a Board member chair standing Board committees. Therefore, the chair of the Finance Committee will be the Board Treasurer. Other members may be recommended by the Committee and appointed by the Board. Finance meetings are open to Members and the public. When discussing individual salary details or legal matters, the Committee reserves the right to go into closed session.

Finance Committee Scheduling

The meeting is monthly. The profit and loss statement, budget-to-actual report, and balance sheet for the previous month should be available at the meeting. If these documents are not available, preliminary versions may be used to gauge trends and conduct the finance meeting.

Monthly Finance Committee Tasks

Discussion during the monthly meetings is expected to consider current and projected cash flow; profit and loss trends; balance sheet items; budget alignments; status of secured, pending and potential grants and loans, and communications with the issuing agencies; current and upcoming expenditures and strategies for funding and reducing costs; financial policy work that might be needed; assessments of fundraisers, benefit trends, and underwriting outlook; and the general financial picture.

Any ideas for actions and solutions which are outside the Manager’s authority will be brought to the Board. The Finance Committee will appoint one or more members to issue a written monthly report to the Board for the Board packet.

Annual Finance Committee Tasks

The Committee will begin drafting the budget for the following year starting in September and present a first draft in the Board packet for October. Changes suggested or mandated by the Board can be incorporated by the committee in the second draft budget  and included in the November Board packet for approval or revision at the November Board meeting. By the next meeting  December meeting of the Board, at the latest, it is expected that a final draft will be ready for approval.

 The Committee will also assist the Station Manager in reviewing potential auditors.

The Finance Committee will work to improve RCR’s Accounting Manual by conducting an annual review of that manual and the organization’s functioning according to it. This review is suggested for October and November.

If the need for a loan is anticipated, see 4.9 Financial Emergencies.

The Treasurer will provide a financial report to the membership at the RCR annual membership meeting.

                                                            Attachment VI

5.4.6 Salary Review

01/22/08;06/24/08; 04/08/19

The Board shall review the Station Manager’s salary after the manager’s yearly evaluation. The Station Manager shall review all other paid staff’s wages following their respective evaluations and submit them to the Board of Directors.

Station staff members are entitled to an annual cost-of-living adjustment to their salaries. The COLA presently (4/08/19) stands at two percent. Adjustments to that rate are made by the Board on recommendation by the Finance Committee.  raise is calculated as no less than 2% of their current pay rate.  This will be a flat rate pay raise of the same amount for all staff.

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