Minutes

Redwood Community Radio Board of Directors

Wednesday, November 11, 2020, 2:00 pm

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

Noting the presence of a quorum (7), Durchslag called the meeting to order at 2:13 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 (late), Shira Brown, Holly Kreb

PROGRAMMER REPRESENTATIVES:  President Jimmy Durchslag, Wendy Emerson, Chanin

STATION MANAGER:  Alyssa de Leon

GUESTS:  Lisa Luv, Katie Phillips, Jama Chaplin

  1. Approval of October minutes

Chanin asked for four changes in the draft October minutes: (I.) Refer to her as co-facilitator; (VI.) Add that Minton also spoke about making the Board meeting Zoom link more easily available to the public; (IX.F) Add that we are waiting for the contractors to schedule and that it is hoped the work will be completed soon; (XI.C) Add it was agreed that, since she had just spoken to the Board, a reply to Minton’s recent email was not necessary.

Behr moved approval with Chanin’s changes.  Phelps seconded.  Behr, Bier, Phelps, Kreb, Durchslag, Chanin voted aye.  There were no nay votes.  Brown abstained.  Minutes approved 6-0-1.

  1. Approval of agenda

Scudder had asked that the Finance Committee report be moved to precede item X.D.  Phelps moved approval with that change.  Behr seconded.  Behr, Bier, Phelps, Brown, Kreb, Durchslag, Emerson, Chanin voted aye.  There were no nay votes.  Agenda approved 8-0.

  1. Consent calendar
  1. Definition of full-time employee (Please see Attachment I.)
  2. Audit Committee as standing committee (Please see Attachment II.)

Durchslag moved approval.  Bier seconded.  Calendar approved 8-0.

  1. Open time

Chaplin endorsed the proposed ground rule changes.  She promised comments on the 990 form.  De Leon asked that any comments be in writing.

  1. Management report

De Leon said she was making some changes in the underwriting area, shifting responsibility for billing and scheduling to Membership Director Patricia Tinkler, thereby freeing Underwriting Representative Rochelle Agers to concentrate on solicitation.  Durchslag reiterated his concern about underwriting, saying it has long been falling short of its potential.  Phelps supported the shift, saying Tinkler and Agers make a good team. De Leon said she was working with the two on the new arrangement and noted that the COVID pandemic makes solicitation problematic.

IX. Old business

  1. PSRC policy (Please see Attachment III.)

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

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

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

  1. Policy on financial emergencies (Please see Attachment V.)

Durchslag moved approval.  Bier seconded.  Approval passed 8-0.

  1. Schedule annual membership meeting, January

It was agreed to hold the annual membership meeting on January 23, 4:00 pm, on Zoom.

  1. Appreciation party options

Brown, Phelps and de Leon volunteered to work on ways to honor volunteers in this pandemic year, particularly given the extra efforts made to keep the station on the air.

X. New business

  1. Audit and Finance Committees’ recommended policy changes (Please see Attachment VI.)

Bier moved approval of the proposed text with three changes:  In Item C, “the budget shall be approved by the Board by the December board meeting.”  In Item G, the line of credit amount is $30,000, and delete the clause, “to avoid any perception that they are profiting from a financial shortfall.”  Behr seconded.  Behr, Bier, Phelps, Scudder, Brown, Kreb, Durchslag, Emerson, Chanin voted aye.  There were no nay votes.  Approval passed 9-0.

  1. Form 990 review

De Leon reported that she sought help from accounting consultant Sarah Starck and auditor Lisa Doran.  Scudder will  print, sign and mail it by the Nov. 15 due date.  Suggested edits can be emailed to de Leon.  [Please also see VI. Open Time.]

  1. Appoint Management Evaluation Committee

Durschslag moved appointing Bier, behr and Phelps to the committee.  Scudder seconded.  Behr, Bier, Phelps, Scudder, Kreb, Durchslag, Chanin voted aye.  There were no nay votes.  Motion passed 7-0.  Durchslag moved authorizing the committee to pick the other two members as required by policy.  Scudder seconded. Behr, Bier, Phelps, Scudder, Brown, Kreb, Durchslag, Chanin voted aye.  There were no nay votes.  Motion passed 8-0.

VII. Finance Committee report

Scudder briefly recapped the recommended changes for the 2021 budget and summarized the committee’s written meeting report.

X. New business (continued)

  1. 2021 budget

Behr moved to table.  Scudder seconded.  The motion passed 8-0.

  1. Appoint Election Committee

Scudder moved appointing Durchslag, Bier and Brown to the committee.  Behr seconded.  The motion passed 8-0.

  1. Committee reports

A. Programmer representatives

Durchslag recapped the Oct. 29 programmer meeting, saying that about 25 persons took part.  There was discussion of the building passes planned by de Leon.

D. Correspondence Secretary – Chanin

Chanin said she would circulate language for a reply to Julia Minton’s latest email, this one regarding email lists.

F. Development

The notes from the Committee meeting have been shared with the Board. The drive-in movie idea from Lauren Schmidtt has been postponed until spring at the earliest. Kreb gave an update on the status of the Harvest Boxes: 65 sold.

G. Membership Drive – behr

Behr remarked that it is hard to conduct a drive without open access to the station.

  1. 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, December 9, 2:00 pm

Development Thursday, November 19, 1:00 pm

Finance Thursday, November 19, 10:00 am

Policy Tuesday, November 24, 11:00 am

Executive Tuesday, November 24, 12:00 pm

The following committees plan to meet in the month ahead but have not set dates and times.  Contact one of the committee members listed here (chairs are underlined) if you wish to attend.

Audit:   Sarah Scudder, Jimmy Durchslag, Jama Chaplin, Barbara Truitt

Membership Drive:   behr, Alyssa de Leon, Kim Phelps, Patricia Tinkler, Daralee Fallin, Chanin

Management Evaluation:   Rob Bier, behr, Kim Phelps

Election: Jimmy Durchslag, Rob Bier, Shira Brown

Volunteer Appreciation:   Kim Phelps, Alyssa de Leon, Shira Brown

  1. Closed session – Personnel
  2. Adjournment

Durchslag adjourned the meeting at 5:22 pm.

________________________________________________________________

Attachment I

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 II

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 III

 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.  Its chair is selected by the Council.  The Council 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 secret-ballot* 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).

[*The Secretary edited this slightly from the approved version.  That simply read, “ballot.”  The change makes this item consistent with the ballot mention further down.]

Attachment IV

Ground rules policy

[New language is underlined.]

2.2.4. Ground Rules

1999; 07/25/06

Speak 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 wishing to speak near the start of the meeting 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.

2.2.12. Guidelines for Open Time 

09/21/99

Structure of Community Participation At Board Meetings:

The Redwood Community Radio Board would like to hear from the public, but also has a pressing need to accomplish its business.  To balance these two priorities please communicate concerns through Board representatives whenever possible.  When this is not appropriate, contributions to meetings should be as brief and constructive as possible.  

Ground rules for Board meetings apply to all speakers: Speak respectfully to one another.  Focus on issues, not personalities.  Support the facilitator.  No interrupting.  Make criticism constructive, specific, substantiated and, ideally, when the persons are present.  When required, a five-minute break shall be granted to attendees to encourage peaceful communication.  Meeting guests wishing to speak near the start of the meeting 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.

Attachment V

Policy on financial emergencies

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

4.7. FINANCIAL EMERGENCIES 

06/16/98, 09/08/15, 03/10/16

Regarding emergency fund sources RCR shall:

  • Set up and maintain a $50,000 $30,000 line of credit with Vocality Community Credit Union. 
  • Disallow paid staff or Board Members to lend money to RCR, to avoid any perception that they are profiting from a financial shortfall

Attachment VI

Audit & Finance Committees’ recommended policy changes

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

Item A

2.2.8.1. Agenda Requirements for Board meetings

08/28/07, Rev 05/22/12

Regular and special Board meeting agendas will include at minimum the items below; however, special Board meetings with closed session(s) as the only action item(s) shall not have “Open Time” on the agenda.  The disposition of all of these items will appear in the minutes of each meeting.

  • Call to order and establishment of a quorum, including the time and the name of the person calling the meeting to order,
  • Roll call.
  • Approval of agenda,
  • Open time,
  • Action item(s),
  • Set next meeting time,
  • Adjournment, including the time and the name of the person adjourning the meeting.*

[*The Secretary edited this slightly from the Policy Committee-approved version.  That read, “the person who adjourned the meeting.”  The change makes the item consistent with the call-to-order item above.]

Item B

4.2. AUDITOR HIRE

12/09/03

The Station Manager shall solicit auditor candidates and work with the Audit and Finance Committees to bring a recommendation to the Board for approval in a timely manner to complete the CPB’s required annual audit.

Item C

4.3. BUDGET

02/17/98

The Station Manager shall submit a yearly budget draft to the Board by October, and the budget shall be approved by the Board by December 1.  The Finance Committee will do a thorough review with the Station Manager and recommend a draft to the Board. The Board approves a total amount for employee wages, and the Station Manager allocates that into specific amounts for each employee.  As with the total budget, this can change due to circumstances during the year.

Item D

4.4. FISCAL YEAR

RCR’s fiscal year is the calendar year.

Item E

4.67. LOANS

01/27/04;  10/25/11, 9/15

A majority of the entire Board must approve the incurring of debt or the granting of collateral for loans.  The Board shall not seek private loans from community members.

Item F

4.7. FINANCIAL EMERGENCIES 

06/16/98, 09/08/15, 03/10/16

Regarding emergency fund sources RCR shall:

  • Set up and maintain a $50,000 line of credit with Vocality Community Credit Union. 
  • The Finance Committee shall compile and maintain a list of private sources of loans within the community
  • Disallow paid staff or Board members (or their family members or significant others) to lend money to RCR, to avoid any perception that they are profiting from a financial shortfall. 

To request a specific amount of money to deal with a financial emergency, the station manager shall contact the Executive Committee to facilitate a Board decision.  Proper emergency Board meeting procedure (See Bylaws, Article III, Section 4.) or legal Board poll protocol shall be followed.

Item G4.10.711. RESERVE FUND