Minutes

Redwood Community Radio Board of Directors

Wednesday, October 14, 2020, 2:00 pm

  1. Establishment of a quorum, call to order & selection of facilitator

Noting the presence of a quorum (8), Durchslag called the meeting to order at 2:07 pm.  Chanin agreed to be co-facilitator.

  1. Roll call

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

MEMBER REPRESENTATIVES:  Treasurer Sarah Scudder, Holly Kreb, Shira Brown (late)

PROGRAMMER REPRESENTATIVES:  President Jimmy Durchslag, Wendy Emerson, Chanin

STATION MANAGER:  Alyssa de Leon

GUESTS:  Lisa Luv, Julia Minton, Jama Chaplin

  1. Approval of September minutes

Chanin moved approval.  Emerson seconded.  Behr asked that the minutes reflect that Shira Brown was the only qualified candidate for the Member Representative seat.  Chanin accepted the change.  Behr, Bier, Phelps, Scudder, Kreb, Durchslag, Emerson, Chanin voted aye.  There were no nay votes.  Approval passed 8-0.

  1. Approval of agenda

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

  1. Consent calendar
  1. Social media use policy (Please see Attachment I.)
  2. Affirm Phelps as chair of the Mediation Committee

Behr moved approval.  Chanin seconded.  Approval passed 8-0.

  1. Open time

Minton raised three issues for the Board’s consideration:  control of the Natural Log software, use of Rivendell software and staff turnover.  She also addressed what she saw as limitations to use of the new KMUD Studios listserv.  She suggested ways of sharing the Board’s Zoom meeting link with the public.

  1. Management report

Durchslag pointed out the lack of the usual reports from other staff members, with the exception of Technical Director Simon Frech.  De Leon promised them for the next meeting.  There was extended discussion of the Cahto Peak transmitter.  A new landlord wants to eliminate the generator, to raise the rent significantly and to sign a ten-year contract.  De Leon said she would like less than ten years, perhaps two or three. Frech is pursuing generator solutions.

  1. Finance Committee report

Chaplin asked about a CPB requirement for locally-raised funding.  De Leon said it would need some research.

  1. Old business
  2. PSRC policy (Please see Attachment II.)

Scudder moved adoption with several changes.  Bier seconded.  Among the proposed changes was removal of the Station Manager from direct participation in the PSRC.  Scudder also recommended election of a Council chair, who would count votes for new members.  After an extended discussion, Scudder withdrew her motion.  Chanin then moved to table, sending the matter back to the Policy Committee.  Scudder seconded.  Behr, Bier, Phelps, Scudder, Kreb, Brown, Durchslag, Emerson, Chanin voted aye.  There were no nay votes.  Motion passed 9-0.

  1. Definition of full-time employee (Please see Attachment III.)

Durchslag moved adoption.  Behr seconded.  Passed 9-0.

  1. Credit card

Durchslag said he wanted to work with De Leon on the question of obtaining an unsecured credit card.

  1. Line of credit

Bier moved seeking a $30,000 line of credit from Vocality Community Credit Union.  Behr seconded.  Motion passed 9-0.

  1. Harassment prevention training

Noting a Corporation for Public Broadcasting requirement that Board officers undergo such training, De Leon said she would send the Board a version that was used by the staff.

  1. HAF building grant

Durchslag reported that he had spoken with Humboldt Area Foundation staff and learned that there was not yet a firm deadline for full expenditure of the funds.  He said we are now waiting for the contractors to schedule the work, which he hopes will be finished soon.

  1. New business
  2. Audit Committee as standing committee (Please see Attachment IV.)

Bier moved adoption.  Phelps seconded.  Approval passed 9-0.

  1. Approval of auditor

Durchslag moved the hiring of Doran and Associates.  Behr seconded.  Behr, Bier, Phelps, Scudder, Brown, Durchslag, Emerson, Chanin voted aye.  There were no nay votes.  Approval passed 8-0.

  1. Ground rules policy (Please see Attachment V.) 

Scudder moved to table.  Behr seconded.  Motion passed 8-0.

  1. HAF school enrichment grant

Behr moved to approve the youth journalism project for this grant, adding that the Station Manager will approve the grant proposal, as with all other grants, before submission.  Emerson seconded.  During discussion, Bier read the grant-writing policy.  It is the Executive Committee, not the Board, that must approve grants for new projects or positions.  Behr, Bier, Phelps, Scudder, Kreb, Brown, Durchslag, Emerson, Chanin voted aye.  There were no nay votes.  Approval passed 9-0.

  1. Annual meeting and volunteer appreciation event

Behr moved to table.  Bier seconded.  Behr, Bier, Scudder, Brown, Durchslag, Emerson, Chanin voted aye.  There were no nay votes.  Motion passed 7-0.

  1. Committee reports
  2. Programmer representatives

Durchslag said he planned to propose Oct. 29 as the date for a programmers’ meeting.

  1. Member representatives

Scudder suggested that RCR work with the Rotary Club.

  1. Correspondence Secretary

Because Minton spoke directly to the Board (see above), it was agreed that a response to her earlier email was not necessary.

E. Audit – Scudder

According to the auditor, paperwork is required when items like thank-you gifts are donated to the station.  Also, the value of a thank-you gift must be deducted from the donor’s contribution amount.  De Leon said that she will tell prospective donors of such gifts that, for now, RCR cannot guarantee that they will be used for fundraising until some logistics are worked out.  The manual being developed by the Committee is called the KMUD Accounting Policies and Procedures Manual.  Bier asked that the word “Policies” not be used in the title, in order to avoid confusion with the Policy Manual.  Scudder said the Committee will address this at its next meeting.”

G. Membership Drive – behr

Behr reported that the Silent Drive letter went out in mid-September, and response is good so far.  Jordan Jumpshot has a plan for a one-day drive on Halloween.  Alyssa will speak with him.

  1. Committee meeting schedule

Board of Directors Wednesday, November 11, 2:00 pm

Audit Tuesday, October 27, 10:30 am

Development Tuesday, October 27, 1:00 pm

Finance Wednesday, October 28, 10:30 am

Policy Wednesday, October 28, 1:00 pm

Executive Wednesday, October 28, 2:00 pm

XIV. Adjournment

Durchslag adjourned the meeting at 4:48 pm.

______________________________________________________

Attachment I

Social media use policy

[New language is underlined.  Deleted language is lined-out.]

 [Wording changes in the following paragraph were requested at the September 9, 2020 Board meeting.]

 [The following is taken originally from the Programmer’s Agreement, Section 6.1 of the Policy Manual.  These proposed changes would make it more broadly applicable to non-programmer volunteers and staff, as well.  The entire section would be moved out of the Programmer’s Agreement copied to its own section in the Policy Manual, but also be retained as a part of the Programmer’s Agreement.]

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 volunteers regarding social media must be clearly defined and followed.  Your words and actions reflect on you and RCR. We ask that you are be thoughtful with the content you publish. Participation in social media is at an individual’s discretion; please keep in mind the following policies:

  1. RCR encourages you to promote your program and other RCR programs, news, events, and other activities on your social media sites.  
  2. If publishing anything 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.
  3. Do not register any social media usernames, Face Book pages or other social media sites/services using with “KMUD” or “Redwood Community Radio” without prior approval by the Station Manager.
  4. 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, Face Book or similar sites/services.  For example, posted material that is discriminatory, obscene, defamatory, libelous or threatening is forbidden.

Attachment II

Program Selection and Review Council policy

[New language is underlined.  Deleted language is lined-out.]

6.5.  PROGRAM SELECTION AND REVIEW COUNCIL 

08/09/16, 10/14/19

To ensure adequate community representation in the selection of programming on RCR, a Program Selection and Review Council (PSRC) will consist of RCR Program Director(s), Program Assistant(s), the Station Manager and a minimum of five to nine active programmers or listeners.  This is not a Board committee.  The PSRC is advisory to the Program Director(s) and Station Manager.  It is responsible for reviewing RCR programming and for making recommendations for programming changes to the station Manager and Program Director(s), who are responsible for making final decisions on all programming matters.  The Station Manager may create additional management policies that pertain to its work and will share those with anyone upon request.  Programmer Representatives on the Board of Directors, other staff or volunteers may be solicited to help recruit new members to the PSRC.  Applicants for membership on the PSRC should apply to the Program Director(s) for review.  All applications will then be reviewed and put to a vote by the council.  Non-Management  employee members serve no more than two, consecutive, two three-year, staggered terms, which may be renewed by vote of the entire PSRC.  Non-employee members can be removed from the PSRC by a secret-ballot vote of all the members.  Votes are counted by the Station Manager, who also shall oversee the ongoing participation of the PSRC in programming decisions.  Input, such as comments or complaints regarding programming, will be forwarded to the PSRC for review.  Input shall be documented in programmer files maintained by the Program Director(s).

Attachment III

Policy definition of full-time employees

[All of the following is new language.]

5.4.2 Full Time Employees

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

Attachment IV

Audit Committee as standing committee policy

[New language is underlined.  Deleted language is lined-out.]

  1.  2.4.1    Standing Committees

12/16/97; 08/24/04; 06/27/06; 02/12/18, 10/14/19

The Board presently has five six standing committees: Development, Finance, Audit, Policy, Mediation and Membership Drive. Standing committees include at least one Board member who is the Board-appointed chair. The chairperson of each committee will submit a list of committee members to the Board for approval. Members may be added as recommended by the committee chairperson and are subject to Board approval. Membership of the Board committees will be reviewed annually in the month following the seating of new Board members.  

Attachment V

Ground rules policy

[New language is underlined.]

2.2.4 Ground Rules

1999; 07/25/06Speak respectfully to one another.  Focus on issues, not personalities.  Support the facilitator.  No interrupting.  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.  Meeting guests may make a statement no longer than five minutes near the beginning of each meeting.  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.