DRAFT Minutes

Redwood Community Radio Board of Directors

May 11, 2020

Zoom® on-line meeting

Call to order & establishment of a quorum

Noting the presence of a quorum (six), Durchslag called the meeting to order at 2:12 pm.

Roll call

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

MEMBER REPS: Treasurer Sarah Scudder, Holly Kreb

PROGRAMMER REPS: President Jimmy Durchslag, Chanin

STATION MANAGER: Alyssa de Leon

GUESTS: Dennis Maher, Jama Chaplin

ABSENT: Wendy Emerson, Coleman Pulsifer

Approval of April minutes

Behr moved adoption with the addition add names of new Board members’ names under item III. Bier seconded. Bier, behr, Scudder, Kreb, Durchslag, Chanin voted aye. There were no nay votes. Motion passed 6-0.

IV. Approval of agenda

Chanin moved approval. Behr seconded. Passed unanimously.

VI. Consent calendar

Capitalization policy (Please see Attachment I.)

Vacation policy (Please see Attachment II.)

Listserv policy (Please see Attachment III.)

Audit Committee policy (Please see Attachment IV.)

Reserve fund policy (Please see Attachment V.)

Chanin moved adoption of the calendar. Behr seconded. Bier, behr, Phelps, Scudder, Kreb, Durchslag, Chanin voted aye. There were no nay votes. Motion passed 7-0.

DRAFT Minutes, May 11, 2020 meeting

VII. Management report

De Leon described her tentative plans for reopening the station in phases, each keyed to covid-19 infection rates in Humboldt County. Scudder observed that the station could backtrack if it needed to.

On the subject of federal Paycheck Protection Program funds, de Leon said she had backed off pursuing them when unexpected funding arrived from the Corporation for Public Broadcasting. Scudder said PPP funds should be sought. Behr suggested moving this discussion to the Finance Committee. Given some of the reasons expressed for hesitating, Scudder said she did not see RCR as an investigation target. De Leon asked that someone be made “point person” to follow the PPP process during her upcoming maternity leave. Vocality Community Credit Union, Scudder reported, has not yet been authorized by the federal government to participate in the PPP. Other lending institutions did not appear to be realistic alternatives, she added. De Leon said she would inquire with the credit union while Scudder would look into options at Umpqua Bank.

Initial plans were discussed for De Leon’s maternity leave.

VIII. Finance Committee report

Scudder delivered a mostly positive report. There was discussion of the underwriting line.

IX. Old business

Station email policy (Please see Attachment VI.)

Behr moved adoption. Bier seconded. Passed unanimously.

Membership drive

Behr noted that contributors were mostly sending money, not making pledges.

Audit

De Leon said that while some of the auditor’s questions had been answered, more were posed. She explained that the new auditor’s approach will always be more intensive than that of her predecessors. Nonetheless, KMUD is on track to complete the work in advance of the CPB deadlines.

Behr moved appointing Durchslag, Scudder and Jama Chaplin to the Audit Committee. Chanin seconded. Passed unanimously.

X. New business

Google grant

Durchslag reported that RCR did not match their criteria. He did not pursue the matter further.

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DRAFT Minutes, May 11, 2020 meeting

Facebook grant

It was mentioned that Kym Kemp had gotten Facebook money. Durchslag suggested that they are more interested in on-line entities, which leaves KMUD out.

Conflict-of-interest forms

Behr said she had copies of the forms and would distribute them to all Members.

Mediation Committee appointments

Durchslag moved appointing Kreb and Phelps, leaving choice of a chair up to the committee. Behr seconded. Passed unanimously.

Parliamentarian, Corresponding Secretary appointments

Bier moved appointing Chanin Corresponding Secretary. Kreb seconded. Passed unanimously.

Bier moved reappointing behr as Parliamentarian. Scudder seconded. Passed unanimously.

Binders and orientation

Behr said she would provide new Members with some of the binder contents in digital form. There was uncertainty over whether to hold an in-person, distanced orientation or a virtual one.

Board responsibilities and functions

Durchslag reminded Members that they cannot speak or otherwise act on behalf of the Board unless duly authorized by the Board. Scudder spoke of the Board’s financial responsibilities.

XI. Committee reports

Programmer representatives

Member representatives

Community Advisory Board (CAB) – Siena Klein

Correspondence Secretary – Chanin

Development – Durchslag

Membership Drive – behr

Policy – Bier

Mediation

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DRAFT Minutes, May 11, 2020 meeting

Building and Grounds – Pulsifer

De Leon singled out Javier Rodriguez as having done much work on the grounds.

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DRAFT Minutes, May 11, 2020 meeting

XII. 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, June 8, 2:00 pm

Finance Tuesday, May 19, 11:00 am

Development Wednesday, May 20, noon

Policy & Executive Wednesday, May 27, noon

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

Durchslag said he would host the show along with the three, new Board members.

XIII. Closed session – Personnel

XIV, Adjournment

Durchslag adjourned the meeting at 5:33 pm.

________________________________________________________________

Attachment I

Capitalization Policy

(All of the following is new language.)

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. 1, 2019.

Attachment II

Vacation Policy

(New language is underlined.)

5.5.2 Vacation

10/10/17; 12/10/18; 01/14/19

Vacation time accrues for employees (minimum 24 hours per week) from the first day of employment and can be used after the completion of 30 days of employment. Vacation time must be accrued before it can be used. Employees accrue two work weeks of vacation in years 1 through 5. After six years, the accrual is three work weeks. Unused vacation days may be carried over to subsequent years, with the proviso that no more days than 1.5 times the employee’s current annual accrual rate may be accrued. Vacation days may only be converted to a cash payout upon separation. RCR strongly encourages each paid employee to use vacation time each year. The intent is 1) that each employee actually gets an annual rest, and 2) that prolonged absences not negatively impact RCR.

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DRAFT Minutes, May 11, 2020 meeting

Vacations are pre-planned absences of more than one day from an assigned work schedule. A written request for vacations and plans for filling the absence shall be submitted to the Station Manager a minimum of two weeks in advance. An email shall be sent to all staff one week prior to vacation by Station Manager.

One day absences do not require written requests. The Station Manager shall be notified in writing 24 hours before absence. A notification shall be sent to staff by Station Manager.

For Station Manager vacations, a written request including plans for filling the absence shall be submitted to the Board by the Station Manager a minimum of two weeks in advance.  The Manager shall notify all staff by email one week prior to vacation.  The Station Manager shall notify the Board 24 hours before a one-day absence. A notification shall be sent to staff by Station Manager.  

Emergency and health absences are exempt from above procedures.

Attachment III

Listserv Use Policy

(This entire item is new language.)

The KMUD listserv is for the use of staff, programmers and volunteers in pursuing station business.

All employees, board members, and programmers will review list emails at least twice per week, unless station management grants someone an exception to this requirement. A programmer who cannot receive list emails will arrange with another programmer to inform them of all relevant issues, and will inform a designated staff person about this arrangement. Management will invite appropriate volunteers and independent contractors to be part of the listserv.

The Programmers’ and Volunteers’ Google Groups are owned by individuals and the station is not responsible for them.

The Rules

Treat everyone with respect. The KMUD listserv is not a place to air or to resolve complaints, grievances and the like. Redwood Community Radio has a stepwise problem-solving policy, detailed in the Policy Manual, for addressing such issues.

Compose your subject lines carefully. They can help your colleagues use their time well.

When replying, stay within the defined subject.

Remember that Redwood Community Radio and other email list participants have the right to reproduce postings to the listserv.

Send your message only to the most appropriate list(s). Do not spam several lists with the same message.

Include a signature tag on all messages. At a minimum, include your name. Some people may not recognize your user id.

Only send a message to the entire list when your purpose cannot be achieved by emailing a single person or smaller group.

Send messages such as “thanks for the information” or “me, too” to individuals — not to the entire list.

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DRAFT Minutes, May 11, 2020 meeting

The Fine Print

The KMUD listserv is provided as a service of KMUD / Redwood Community Radio. KMUD accepts no responsibility for the opinions and information posted on this site by others. In no event shall KMUD be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, arising out of or in connection with the use or performance of any information posted to the KMUD listserv.

By using the KMUD listserv, subscribers agree to indemnify defend and hold harmless KMUD, its committees, officers and agents from and against all losses, claims, demands, causes of action, liabilities, expenses, including reasonable attorney’s fees and costs arising from any claims arising out of or resulting from any breach of these guidelines by the user or any omission or act taken by the user.

KMUD does not actively monitor for inappropriate postings to the listserv. However, in the event that any inappropriate posting is brought to KMUD management’s attention (by KMUD staff or otherwise), KMUD management reserves the right to take all appropriate action in response. This includes the right to terminate the access of any user who does not abide by these guidelines.

Attachment IV

Audit Committee Policy

(This is all new language.)

The Audit Committee is appointed by the RCR Board of Directors each January, with a Board Member as chair, to provide accountability for that year’s independent audit of the prior year. 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 independent committee.

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 CPB 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 non-accounting tasks for the audit. 

The Audit Committee is responsible for confirming all recommendations made by the auditor, perhaps in statements that appear in the auditor’s letter to management, are implemented in a timely manner. 

The Audit Committee also addresses and investigates complaints about financial mismanagement or related issues.  Such complaints should be forwarded immediately to the committee chair and to the full Board with findings and recommendations. 

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DRAFT Minutes, May 11, 2020 meeting

Attachment V

Reserve Fund Policy

(Deleted language is lined out.)

RESERVE FUND

11/14, 03/10/16, 01/13/20

The Board shall maintain a reserve fund in its own bank account. The Board shall work to increase the reserve annually. The Board shall review the balance annually, as a component of the budget review process. In order to use these funds, Management must first submit a written proposal and repayment plan to the Board.

Spending from the reserve fund is for the purpose of emergencies only and is not to be used for operating expenses.  If the reserve must be used for operating expenses, a budget review shall take place with emphasis on cutting expenses immediately until the time at which RCR can build back up the reserve fund.  A fundraising plan will be developed as needed.

Attachment VI

Station Email Policy

(This is all new language.)

KMUD.org email addresses are issued to KMUD employees, programmers and volunteers by the Technical Director or Station Manager. They are issued for the purpose of conducting KMUD business. When the individual is no longer associated with the station, their email address will be discontinued without notification, but no sooner than two weeks after the last day of service.

Minutes

Redwood Community Radio Board of Directors

June 8, 2020

Zoom® on-line meeting

I. Noting the presence of a quorum (6), Durchslag called the meeting to order at 2:11 pm.

II. Roll call

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

MEMBER REPS: Treasurer Sarah Scudder

PROGRAMMER REPS: President Jimmy Durchslag, Chanin

ABSENT: Station Manager Alyssa de Leon, Wendy Emerson, Holly Kreb (late), Coleman Pulsifer (late)

GUEST: Lisa Luv

III. Approval of May minutes

Behr moved approval. Chanin seconded. Behr, Bier, Phelps, Scudder, Durchslag, Chanin vote aye. There were no nay votes. Minutes approved 6-0.

IV. Approval of agenda

Behr moved shifting Item X.A, “Sarah Starck contract,” to the closed session. Bier seconded. Passed unanimously. Durchslag moved approval, with Item X.B, “Payroll Protection Program,” moved to “Old Business.” Chanin seconded. Passed unanimously.

VI. Consent calendar

Station email policy (Please see Attachment I.)

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

VII. Management report

Behr read aloud De Leon’s email to the Board. (Please see Attachment II.)

Behr raised the still incomplete expenditure of Measure Z emergency preparedness funds. The station-to-transmitter link is a sticking point since no location for it has been found yet. Bier suggested purchasing the equipment while waiting for a site. Chanin suggested using on-air announcements to seek a willing

Minutes, June 8, 2020 meeting

landowner. Durchslag said De Leon should be asked to seek an extension.

A recent staff email to programmers had raised the possibility of requiring COVID-19 tests as a prerequisite for renewed entry to the station building. The reaction of Board members was strongly negative. Durchslag immediately sent programmers an email stressing that point.

VIII. Finance Committee report

There was discussion of how best to prepare monthly financial reports for the Board and how financial operations were being handled. Scudder brought up the audit, reporting that some items required by the auditor had not been tracked in the past. She added that, nevertheless, the problem would be resolved.

IX. Old business

2018 audit

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

B. Audit Committee appointments

Behr moved making Scudder chair of the committee and adding Barbara Truitt to its membership. Bier seconded. Passed unanimously.

C. HAF grant

There was discussion of which projects to undertake with the remaining grant funds. Durchslag moved to table. Behr seconded. Passed unanimously.

D. Station manager leave status

Scudder expressed concern about the need for oversight of scrutiny of financial functions. She added that it was important to refine RCR record keeping so that next year’s audit will go more smoothly. Behr suggested a check-in with De Leon on this and other matters. Bier suggested that the Executive Committee take on that task. It was agreed to do so and to schedule the meeting within days.

E. Board binders and orientation

It was agreed that an in-person meeting would be much preferable to one held on-line. Chanin volunteered her house. The date was tentatively set for July 2 at 10:00 am.

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Minutes, June 8, 2020 meeting

F. Payroll Protection Program

Scudder moved to table. Behr seconded. Passed unanimously.

X. New business

Station access

Discussion occurred earlier, during Station Manager report.

Deposit to reserve fund

Behr moved approving the deposit in the reserve account of $30,000 from the Corporation for Public Broadcasting emergency grant. Kreb seconded. Passed unanimously.

Committee appointments

Discussion focused on the Mediation Committee membership. Bier volunteered to contact each committee chair for a list of members, which would then be available at the orientation or next Board meeting.

Approve Station Manager payroll

Durchslag moved authorizing the Treasurer to sign the Station Manager’s time card, with the President as backup in the Treasurer’s absence. Behr seconded. Behr, Bier, Scudder, Pulsifer, Kreb, Durchslag, Chanin voted aye. There were no nay votes. Approved 7-0. [This will appear on next month’s Consent Calendar as RCR policy.]

XI. Committee reports

Programmer representatives

Durchslag raised again the question of how to qualify programmers for re-entry to the station building. Kreb, recalling an earlier comment by Scudder, asked about arranging Board-staff meetings. Durchslag agreed with others that these matters should be raised in the check-in with De Leon.

G. Membership Drive – behr

Having noted good results on the membership drive to date, behr said she favored continuing it through the end of June and reassessing then.

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Minutes, June 8, 2020 meeting

XII. Committee meeting schedule

Board of Directors Monday, July 13, 2:00 pm

Development Wednesday, June 17, 2:30 pm

Finance Tuesday, June 23, 3:00 pm (tentative)

Executive Wednesday, June 24, 9:00 am

Board Talk Show June 10, 7:00 pm

XIII. Closed session – Personnel

XIV. Durchslag adjourned the meeting at 6:00 pm.

___________________________________________________________ 

Attachment I

Station email policy

(This is all new language.)

KMUD.org email addresses are issued to KMUD employees, programmers and volunteers by the Technical Director or Station Manager. They are issued for the purpose of conducting KMUD business. When the individual is no longer associated with the station, their email address will be discontinued without notification, but no sooner than two weeks after the last day of service.

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Minutes, June 8, 2020 meeting

Attachment II

De Leon 6/8/20 email to Board

Hi All,

I am hoping that someone can read this at the board meeting today:

First, I want to thank you all for being so supportive and understanding. You have really helped to reduce my stress during this stressful time. While we are here at UCSF for the next few weeks, I will be available to work remotely. 

The following duties are ones that I can do from afar:

Answer questions/brainstorm solutions

Order supplies

Respond to emails

Attend (some) meetings

Work with staff on reopening

My availability will alternate 9-1pm and 2:30-5 pm daily….that doesn’t mean that you can’t email or call me at other times, just that you can expect a response at the following times: 

Odd numbered days: (June 9, 11, 13 etc), available 2-5:30

Even numbered days (June 8, 10, 12 etc),  available 9-1

I intend to take six weeks off when we get home with the baby, so please look at this time as time to reach out and get things done!

Thanks again,

And please, let me know how I can help.

Alyssa

Minutes

Redwood Community Radio Board of Directors

July 13, 2020

Zoom on-line meeting ID: 856 5335 9249, password: 298469

Call to order & establishment of a quorum

Noting the presence of a quorum, Durchslag called the meeting to order at 2:13 pm.

Roll call

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

MEMBER REPS: Holly Kreb (Coleman Pulsifer resigned his seat prior to the meeting.)

PROGRAMMER REPS: President Jimmy Durchslag, Chanin

STATION MANAGER: Alyssa de Leon

LATE ARRIVALS: Secretary Sarah Scudder, Kim Phelps, Wendy Emerson 

GUEST: Lisa Luv, Keena Vasiloff

Approval of June minutes

Bier moved approval. Kreb seconded. Behr, Bier, Kreb, Durchslag, Chanin voted aye. There were no nay votes. Motion approved 5-0.

Approval of agenda

Durchslag moved approval with the addition of an item on the Board vacancy. Chanin seconded. Passed unanimously.

Management report

De Leon said that extensions had been requested for IRS Form 990, the equivalent state form and the CPB Annual Financial Report.  She said that Lisa Doran, auditor, would write a necessary memo to CPB about the AFR extension.  She announced that behr, Nona Ikeda, Jasha Mae and herself would be the hiring committee for the Content Production Editor position. It was suggested that she have Membership Director Patricia Tinkler and Underwriting Representative Rochelle Agers added to the NFCB listserv.

VIII. Old business

2019 audit

[This item was covered during the Management Report.]

Station manager leave status

De Leon said that all was going well, despite some complications in newborn son Silas Thunder’s condition. She expects to be in San Francisco until at least mid-August.

Minutes, July 13, 2020 meeting

Board binders and orientation

The meeting was held July 2 via Zoom.

Payroll Protection Program

Scudder, having just arrived, said the program remained in flux and that she would continue to monitor the situation, but does not advise application now.

Station manager payroll approval policy (Please see Attachment I.)

Scudder moved adoption with a word change from the version passed on July 13. The change made the President and Treasurer alternate signers, rather than the President being the first choice, the Treasurer second. Behr seconded. Behr, Bier, Scudder, Kreb, Durchslag, Emerson, Chanin voted aye. There were no nay votes. Motion passed 7-0.

VII. Finance Committee report

Scudder apologized for not providing a committee report. She said station finances were doing well with no notable deviations.

VIII. Old business (continued)

Committee appointments

Lacking a complete roster of committee memberships, Bier moved to table. Chanin seconded. Behr, Bier, Phelps, Scudder, Kreb, Durchslag, Emerson, Chanin voted aye. There were no nay votes. Passed 8-0.

HAF grant

Durchslag said he was still looking for projects on which to spend the remaining funds.

Station access

There was nothing new to report.

IX. New business

A. Financial tutorial scheduling

After consultation via telephone with Sarah Starck, the tutorial was set for two hours on Wednesday, July 22, beginning at 10:30 am. Scudder said that diversity training was needed, per CPB, for Board and staff.

B. Social media use

A Facebook page that appears to belong to KMUD and says, “public group” was brought to the Board’s attention.  Steps will be taken to clarify that it does not belong to KMUD.  There is policy about things like this in the Programmers’ Agreement. Bier

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Minutes, July 13, 2020 meeting

said any policy should apply to all, not only programmers. Behr agreed. Phelps pointed out that Facebook policy bars multiple pages using the same name.

C. Vocality Credit Union account information request (Please see Attachment II.)

Bier moved approval. Scudder seconded. Passed unanimously (80).

D. Board vacancy

Member Representative Coleman Pulsifer has resigned with more than a year remaining in his term, requiring an election process to fill the vacancy. The Policy Committee was asked to determine the need for guidance on holding special elections. Durchslag said he would draft announcements asking for nominations..

X. Committee reports

F. Development – Durchslag

Luv led a discussion on plans for a virtual talent show. Vasiloff outlined some of his plans for running the technical side of it. There was general approval and a desire to move forward.

XI. Committee meeting schedule

All meetings take place on-line until further notice. Those interested in attending a meeting should contact the committee chair or, in the case of the Board, its president.

Board of Directors Wednesday, August 12, 2:00 pm

Finance Wednesday, July 29, 10:30 am

Development Wednesday, July 29, 1:00 pm

Policy Thursday, July 30, 1:00 pm

Executive Thursday, July 30, following Policy

XII. Closed session – Personnel

XIII. Adjournment

The meeting was adjourned at 5:14 pm.

Attachment I

Station manager payroll approval policy

(All of the following is new language.)

The President or the Treasurer shall approve and sign the Station Manager’s time card. The President or the Treasurer shall sign the Station Manager’s paycheck.

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Minutes, July 13, 2020 meeting

Attachment II

Letter to Vocality Credit Union

[RCR letterhead]

[date]

Pat Neighbors

President and CEO

Vocality Community Credit Union

757 Redwood Drive

Garberville CA 95542

Dear Ms. Neighbors:

By resolution at its meeting of July 13, 2020, the Redwood Community Radio Board of Directors requests that read-only access to its Vocality records be given to Sarah Scudder, Board Treasurer, and Mitchell Danforth, RCR bookkeeper.

Thank you.

Sincerely,

Rob Bier

RCR Board Secretary