Minutes

Redwood Community Radio Board of Directors

April 13, 2020, 2:00 pm

Zoom® on-line meeting

  1. Establishment of a quorum & call to order

Noting the presence of a quorum, Durchslag called the meeting to order at 2:09 pm.

  1. Approval of March minutes

Bier moved approval.  Pulsifer seconded.  Behr, Bier, Scudder, Pulsifer, Kreb, Durchslag and Chanin voted aye.  There were no nay votes.  Motion approved 7-0.

  1. Seating of new elected members, thanks for departing members

New members seated were Holly Kreb, member representative, and Chanin, programmer representative.  

  1. Appointment of Board member, election of officers

Behr moved the appointment of Kim Phelps to the Board.  Bier seconded.  Passed unanimously.  Chanin moved the appointment of officers as follows:  Durschlag, president; behr, vice president; Scudder, treasurer; Bier, secretary.  Phelps seconded.   Passed unanimously.

  1. Roll call

BOARD-APPOINTED REPS: Vice President behr, Secretary Rob Bier, Kim Phelps

MEMBER REPS:  Treasurer Sarah Scudder, Coleman Pulsifer, Holly Kreb

PROGRAMMER REPS:  President Jimmy Durchslag, Chanin

STATION MANAGER:  Alyssa de Leon

ABSENT: Wendy Emerson

GUEST:  Lauren Schmitt

  1. Approval of agenda

Behr moved approval.  Kreb seconded.  Passed unanimously.

  1. Open time 

[The following is reproduced here in its entirety.]

TO: KMUD BOARD

FROM: Sarah Starck

DATE: April 11, 2020

RE: Reflections

As I prepare to step away from my role as a KMUD Board member it seemed important to write this to you.  It’s been such an amazing learning experience to serve on the KMUD Board of Directors for the past 3 years.  I am thankful and appreciative of the opportunity and grateful to have been elected to the Membership seat after being nominated by the “Concerned KMUD” group.  

In the beginning it was a steep learning curve, since I had never served on a Board before.  I had to learn how the process works, who is responsible for what, and how to navigate my way through committees to get proposals to the Board for approval.  

In 2017, after a few Finance Committee meetings, it was realized that the financial documents were being misunderstood, misread, and misinterpreted.  That called for a much deeper dive into the KMUD QuickBooks than I was prepared for.  As I got deeper and deeper involved with KMUD Financials, it became apparent that the books were in a bit of disarray.  More work was done as policies were proposed, changes made, and integrity of the books was slowly being brought up to par.  The General Ledger was adjusted, the bank accounts were consolidated, the expenses were scrutinized, and the income accounts were itemized out to show more detail.  A modified cash system was implemented for the pledges and bad debt was written off more timely so the receivables were more accurate.  The budget was based on accrual numbers, not cash.  It needed to be reworked into a more usable document with a month-to-month layout and cash numbers.

Events were examined.  The budget line item for events only showed as a net number.  There was NO event expense budget line item.  Larger events were determined to not be a good fit for KMUD.  Smaller, less costly events were proposed and successful. Cash handling procedures became stricter.

In 2018 the audit was being performed and mid-review the accountant declared she ‘didn’t want to have anything to do with KMUD anymore’.  No new accountant was hired.  I stepped up to help with forensic accounting to get the audit proceedings complete.  By year end, still no accountant was hired, again I volunteered to do the year end adjustments.  This continued, as no accountant was hired, even though I repeatedly requested and advised that KMUD needs a CPA, as I am not one.

By the end of 2018 there had been much staff turnover and in December the Station Manager gave 2 weeks notice.  More committees formed to manage the station and worked to hire a new qualified manager.  2019 was challenging.  Not having a qualified manager as well as working with staff turnover and temporary staff, caused more pressure on the Board members who stepped up and stepped in to do the bulk of the manager’s business.  Thankfully in July/August a qualified manager was hired.  What a relief!

Again, in 2019, no accountant was hired.  Again, I did the adjusting entries for the year end.  This time I kept track of my hours JUST WORKING ON THESE YEAR END ADJUSTMENTS they totaled out to over 70 hours.  A new auditor was hired to perform the 2019 audit in 2020.  Another learning curve about proper audit procedures was uncovered, which has brought to light much work that still needs to be done.  Thankfully, KMUD has a great crew working in the Financial Department and I’m confident the work will be done in due time.

This is a very brief overview of the last 3 years as a volunteer KMUD financial analyst.  It’s not really what I signed up for, but I feel like good work was done and KMUD is in a better place for it.  I’m writing this to the KMUD Board to ask you to consider writing policy that doesn’t allow Board members to do the work of staff or other paid contractors.  Now I’m done with my Board Service and I hold much institutional knowledge of the books and finances that is hard to pass on easily.  I implore you, the KMUD Board, to work towards hiring a CPA.  I will also point out that volunteer work being done to perform what should be paid duties has caused a skewed budget.  In the 3 years I served, no accountant has been paid.  Accountants cost money and the KMUD financials and budget do not reflect the expense associated with having one. 

Thank you for allowing me to serve this community is such a rewarding way.  I have learned so much from you and from my time at KMUD.  Please know that I truly enjoyed being part of something greater than myself, something that I believe in, and something that holds this amazing community together. 

With love,

Sarah Starck

  1. Consent calendar
  2. Capitalization policy

The threshold for capitalization of assets is $8,000.  Anything over that amount is to be capitalized.  Anything less shall be expensed in the year it was purchased.  This policy takes effect as of Jan. !, 2019.

Durchslag moved approval.  Pulsifer seconded.  Passed unanimously.

  1. Management report

De Leon said she was applying for federal Paycheck Protection Plan funds through the Vocality Community Credit Union, which was waiting to move ahead.  Durchslag asked if there were any plans for reopening the station to general traffic.  De Leon said no, that she was waiting on recommendations from the county and state.  

  1. Finance Committee report

Scudder summarized the financial statements.  There was discussion of the membership drive.  Kreb suggested asking people to use part of their federal supplemental payments.  Behr cautioned against spending on additional merchandise.

  1. Old business
  2. Vacation policy (Please see Attachment I.)

Behr moved approval.  Kreb seconded.  Passed unanimously.

  1. Listserv policy  (Please see Attachment II.)

Durchslag asked to add the word “arrangement” to the end of the third sentence, and Bier asked to change “Design” (your subject lines carefully) to “Compose.”  Durchslag moved approval with these changes.  Behr seconded.  Passed unanimously.

  1. Management evaluation policy  (Please see Attachment III.)

Pulsifer moved approval.  Behr seconded.  Passed unanimously.

  1. Audit Committee policy (Please see Attachment IV.)

Pulsifer moved approval.  Behr seconded.  Passed unanimously.

  1. Board self-evaluation

Bier moved to table.  Durchslag seconded.  Passed unanimously.

  1. Membership drive

Behr asked Members to record a message for use on-air.  She encouraged programmers to call in during their shows to talk with the engineers.  

  1. Audit

De Leon reported she had met with the auditor on Friday (April 10).

  1. New business
  2. covid-19 pandemic

This discussion topic had been addressed in the course of the meeting.

  1. Reserve fund spending

Durchslag moved postponing the planned monthly transfers of $500 to the reserve fund until the pandemic crisis is passed.  Behr seconded.  Behr, Bier, Phelps, Scudder, Pulsifer, Durchslag, Chanin voted aye.  There were no nay votes.  Kreb abstained.  Motion passed 7-0.

  1. Reserve fund policy  (Please see Attachment V.)

Scudder moved approval.  Chanin seconded. Behr, Bier, Phelps, Scudder, Pulsifer, Durchslag, Chanin voted aye.  There were no nay votes.  Kreb abstained.  Motion passed 7-0.

  1. Station email policy (Please see Attachment VI.)

Behr moved to table, pending development of improved language.  Bier seconded.  Passed unanimously.

  1. Committee reports
  1. Programmer representatives
  2. Member representatives
  3. Community Advisory Board (CAB) – Siena Klein
  4. Correspondence Secretary
  5. Development – Durchslag
  6. Membership Drive – behr
  7. Policy – Bier
  8. Mediation

Kreb declared her interest in serving on the committee.

  1. Building and Grounds

Pulsifer reported substantial progress is removing brush from the slope behind the station building.

  1. Committee meeting schedule

All meetings will take place on-line.  To attend, please contact Station Manager Alyssa de Leon to gain access.  Persons planning on attending a meeting should confirm beforehand that no changes have taken place in this schedule.

Board of Directors Monday, May 11, 2:00 pm

Policy Wednesday, April 22, 11:00 am

Executive Wednesday, April 22, 12:00 pm

Finance Tuesday, May 21, 11:00 am

Development Tuesday, May 21, 1:00 pm

Board Talk Show Wednesday, June 10, 7:00 pm

  1. Closed session – Personnel
  2. Adjournment

Durchslag adjourned the meeting at 5:24 pm.