FFCF Board Minutes - Corrected

1/15/08

 

In attendance:            Rych Withers (left early), Vic Bedoian, Dave Gendron, Marc Scalzo, Vickie Fouts, Ali Rezapour, Gerry Bill, Alex Vavoulis, Mark Hernandez, Jan Slagter, Sue Kern

Absent:           Debbie Speer, Rand Stover

 

I.         Adoption of agenda:  Rych W. proposes moving the seating of new board members and election of officers to after Public Comments.  Mark H. objects.  Rych W. leaves meeting and Ali takes over position of chair. 

 

II.       No public comment. 

 

A.     Certification of election:  Vic B. reads result of election into minutes:  Gerry B. 175, Mark H. 144, Sue K. 195, Ali R. 184, Jan S. 162.  Gerry B. moves, Marc S. seconds accepting results of election and seating new board members.  Motion carries unanimously.

B.     Election of officers: 

1.      President:            Marc S. nominates Rych W. pending his acceptance of nomination.  No other nominees.  Rych W. is elected.

2.      Vice President:  Ali R. nominates Vickie F.  Dave G. nominates Ali R. but he declines.  Alex V. nominates Marc S. but he declines.  Jan S. seconds Vickie F. who is elected unanimously, but later Vickie resigns as VP and Gerry B. is elected unanimously so that Vickie F. can serve as Treasurer.

3.      Secretary:  Marc S. nominates Sue, Ali R. seconds.  Sue K. is elected as Secretary.

4.      Treasurer:  Vickie F. nominates Gerry B. but Gerry declines saying it would be preferable to have someone who is familiar with Quickbooks.  Vickie F. agrees to resign as VP and serve as Treasurer.  Marc S. nominates Gerry B. as VP; Gerry B. nominates Vickie F. as Treasurer.  Gerry B. elected VP; Vickie F. elected Treasurer. 

 

Gerry B. takes over chairing meeting as new VP.

 

C.    Certification of membership vote on by-law amendments (1-that the Roberts Rules of Order to be used in conducting meetings be the latest available revision; 2-that if number of ballots needed for quorum isn’t received by deadline, vote is extended 2 additional weeks and if no quorum by then, directors whose terms would have expired remain no board until next regular election; 3-that if, after the close of nominations the number of qualified candidates is not more than the number of directors to be elected, the corporation may without further action declare those nominated to have been elected):

 

Jan S. moves, Vickie F. seconds to certify the vote on amendment to bylaws.  Mark H. objects that the vote violated Corporation Code in that members must be notified at least 20 days before election what is on the ballot.  Here the proposed amendments went out several days before election period began (11/1-11/30/07).  Sue K. points out that members received the ballots more than 30 days before they had to be returned, and that Corp. Code provides that a court may find an election proper even if not all technical requirements met, as long as circumstances show it to have been fair.  Marc S. notes that the point of giving prior notice is to allow opponents of ballot items to mount a campaign against proposal, and that for at least one of the ballot measures.  Vic B.  proposes that we hold certification of the vote on the bylaw amendments and resend it for next year’s election, since most of the changes won’t have any effect until next year.  Sue points out that at least two of the ballot measures don’t have any significant effect on the membership, and that #2 is what would have to happen even without a bylaw amendment, since an election is not valid without a quorum and current bylaws provide that each director sits until his or her successor is elected.  Vickie F. moves to amend Jan S.’s motion to separate discussion of the three ballot measures and vote for certification of the first two only.  Ali R. seconds.

 

Marc S. opines that though opposition to the certification is of questionable benefit, it is preferable to err on the side of caution and wait until next year.  At that point a vote is taken on Vickie F.’s amendment to separate the three items and vote on the first two only.  Motion carries with two opposed.

 

Mark H. notes that Bruce Kennedy interpreted our bylaws to require the election to occur in November.  After additional discussion Jan calls the question.  Vote on certifying the first two amendments is split with Marc S., Dave G. & Alex V. voting no, Vickie F., Jan S. and Ali R. voting yes, Sue K. abstaining.  Gerry B. then votes no and motion is defeated.

 

Vote on 3rd bylaw amendment:  two yes, four no; motion defeated.

 

III.      Approval of November minutes:  Vickie F. notes that Secretary was asked to use full names, not initials.  Also minutes are difficult to understand since there are references to agenda item numbers without describing subject.  It was agreed that we would postpone approval of minutes until they are corrected.  [Also need to approve October minutes since they weren’t approved last meeting.]  Mark H agreed to prepare “finalized” minutes for November meeting even though he is no longer a board member.  He will send completed minutes to Vic.  Correction to item #3, motion was by Marc S. seconded by Vickie (VF, not VB).  Sue K. will send October minutes for approval.  At next meeting we will approve Oct., Nov. & Jan. minutes.

 

IV.   President’s Report:   Tabled in Rych’s absence.

 

V.     Executive Director/Program Director report:  See written financial report.  Got $3,000 back from letter that went out with annual report.  Also got approx. $45,000 from KPFA’s marathon since last report, and there’s about $121,000 in bank account of which about $80,000 is general funds (which translates to about 5 months of operating expenses).  KPFA currently has about 3 months reserve.  Next fund drive is 2/6/08.  Have received the financial report from Sharmayne so Budget committee can meet to discuss.

 

Had previously discussed asking each programmer to become a foundation member if they’re not already.  Dave G. drafted a letter which was read to the board.  There was discussion on what, if anything, we should do to enforce the policy, and whether those programs hosted by organizations vs. individuals would have to join too.  There was discussion on whether on-air time qualifies as volunteer time for membership. Mark H. notes that KPFA’s policy is that on-air and committee work is not considered volunteer time for purpose of membership.  It was noted that there’s a difference between operating the board and on-air programming.  Sue K. proposes that board operating should count towards the 3 hours but not on-air programming time, and that the letter only go out to on-air programmers.  It was agreed that we’d just send the letter out and see what happens, with the programming committee reporting back on the response and making proposals for follow-up.  Dave G. notes that about 2/3 of the programmers aren’t current members.

 

Vic reports that he’s working with Don Coleman to replace the punk program that plays midnight to 2 a.m. Saturday mornings.  Vic has been catching up on bookkeeping and banking and the current priority for Vic and Devoya are to get the filing system in better order and get more storage shelves in the office (especially archive room).  Produced annual report last month.  Also met with Polly and Joyce Victor about the Ananda Fund.  Joyce is taking over Ralph’s duties.

 

Events coming up in 2008 include celebration of the 40th anniversary of FFCF (11/14/68).  Vic and Devoya have talked about special programming ideas including replaying Ellie Bluestein’s interviews with some of the founding members and programmers and airing a tape of the first KFCF broadcast.  It was suggested that we have a series of special programming leading up to this year’s banquet.

 

Vic and Devoya have also been working on plugging into the Rogue Festival (do more programming on it and have a greater presence at the events).  Armen Nalbandian starts his concert series at the Fresno Art Museum 1/31 (and every 1st Thurs. through May 2008).  This is also the 10th anniversary of the Vagina Monologues and there will be Fresno performances that we will help publicize.

 

2/3/08 is Tower Mardi Gras and we will have a presence there and will hand out postcards.  And this is the 100th anniversary of the birth of William Saroyan.  It was noted that KFCF interviewed Saroyan and the program was broadcast on KPFA.  Vic will get Charles Amirkanian to send a CD of the program so we can play it on air.   Also Nuria Ibras, our Archives volunteer, has interviewed people connected with Saroyan on air.

 

VI.   Chief Engineer’s report:  tabled in Rand S’s absence, though Vic notes that the backup transmitter has been installed and the Co-ax cable painted.  Calif. Association of Broadcasters will inspect, and then we’ll get a 3 year certification to prevent any random FCC inspections.  Since November meeting we’re back up to full power.

 

VII.  Reports:

A.     Committee reorganization:  Gerry B. proposes re-constituting the committees for the coming year.  Mark H. notes that the standing committees are Budget, Fundraising, Governance and Programming, while Outreach and Promotions are ad hoc and dissolve unless reinstated.  The following Committees were confirmed for the coming year with the following members:

i.                    Budget:  Vickie F. (chair), Gerry B., Marc S, Rych W. (if he consents), Vickie F. 

ii.                  Fundraising:  Sue K. (chair), Vickie F., Dave G.

iii.                Governance:  Marc S. (chair), Gerry B., Debbie S. (if she consents)

iv.                 Programming:           Dave G. (chair), Rych W. (if he consents), Rand S. (if he consents), Vic

v.                   Outreach:  Marc S. moves and Jan seconds reconstituting this committee for 2008.  Motion carried.  Ali R. (chair), Sue K., Vickie F., Jan S.  [Fundraising and Outreach Committees will consider holding joint meetings due to overlap of some activities].

vi.                 Promotions:  The consensus was that this committee duplicates the work of the outreach committee.  It was agreed that it should dissolve.

B.     Budget Committee Reports:  Committee did not meet.

C.    Outreach:  See handwritten notes circulated at meeting.  Met on 1/7/08 and reviewed upcoming activities and plans, including continuing weekly tabling at Fresno State, planning joint activities and publicity (including billboards) with other local organizations through the Circle of Peace group that meets every 3-4 months at Ali’s office, and continuing to interview representatives from different immigrant communities through Common Ground show.

D.    Fundraising:  See written report.   Plan to solicit members to hold houseparties in different communities where they invite their friends and neighbors and we provide a speaker and possibly some of the documentaries that have aired on KPFA.  This is combination outreach and fundraising.  Also planning Vince Lavery event in North Fork jointly with Fresno Center for Nonviolence.  And Fran Saunders has spoken to Ray Edelin about him doing a show from here and featuring live appearance by Kenny Hall.  He’s interested in doing this and Pat Wolk will be talking to Kenny.  Vic noted that if it were to be recorded from somewhere other than the office it would require engineering on both ends (here and at KPFA).

E.     Governance:  Mark H. reports that draft bylaws are currently with Bruce Kennedy.

F.     Programming:  Didn’t meet last month

G.    LSB Report:  Mark H. reports that the new LSB members have been seated.  GM hire is under confidential wrap.  Mark H. helped arrange for the hiring committee to be reconstituted at the February meeting, and he’s suggested the LSB meet in Fresno in April.  There was discussion of current status of Nicole Sawaya as Pacifica ED.  Not yet resolved.  There are several lawsuits pending.  New LSB meeting date is 2nd Saturday of the month.

 

VIII.            Old Business:

A.     Motion to rescind actions  of the Board, including items placed on ballot for bylaw amendment, and motion appointing Ali R. as KFCF rep at LSB meeting.  This item was brought by Mark H. who is no longer a board member.  First item was already addressed.

B.     Berry Nishkian’s car:  Sue K. wanted to discuss status of donation of Berry’s 1913 electric car.  Vic B. reports that he and Bruce Kennedy have been researching possibilities.  Vic has called museums but most accept such items as donations vs. something to purchase.  Will look into E-Bay and Craig’s list, and similar venues for selling it.  Need a good picture and more information from Fran which Sue K. agreed she will get.  Ali R. notes that he has a friend knowledgeable about vintage cars, so Sue will send him the picture and info as well.

C.    Status of Equipment at Rand’s studio:  Sue K. asked for this discussion so that we know whether the satellite dish and other equipment at Rand’s studio is in the foundation’s name.  Bruce K. has drafted documents but they have not yet been signed.  Vic reports that most of the equipment there is labeled, and that we purchased the satellite in the early 1990’s (before Vic’s tenure).  Vic will check with Rych and look into whether we have bill of sale or other similar documentation on any of the equipment, and Sue agreed to contact Bruce to see what type of documentation he thinks is necessary to confirm foundation ownership of equipment.

D.    Internal procedures for appointment of LSB rep.:  See written proposal.  Sue K. notes that under Art. 7, §2 of Pacifica bylaws, an associate station may appoint one rep to the LSB with which it is associated, and under Art. 7 §8, association stations reps are “subject to removal by either their own station boards according to their own respective terms of accountability and appropriateness, or by the majority vote of all the LSB.”  Sue K. proposes the following:

That the LSB representative from KFCF be required to be both a member of FFCF in good standing and a current member of the FFCF Board of Directors.   This will make it more likely that the representative will be able to both reflect the opinions and policies of FFCF and our local station, and report back to the FFCF Board any actions, issues and information discussed or adopted at the LSB.

 

As for the term of office, the Pacifica bylaws set that term as 3 years.  However associate stations are authorized to remove an appointed representative based on its own “terms of accountability and appropriateness.”  I therefore propose that if the current appointed representative is no longer a member of the Board of Directors of FFCF, a replacement representative should be appointed.  And I propose as a matter of policy that if the appointed representative is unavailable to attend any particular LSB meeting, the FFCF Board can and should appoint a temporary replacement with the same rights as the regularly appointed representative.

 

There was discussion of whether the last sentence (re: appointment of temporary replacement, added to the proposal by Ali R.) would be consistent with Pacifica policy.  Mark H. takes the position that it would not, while Sue K. believes that this is not inconsistent with Pacifica bylaws which give authority to association station to determine its own terms of appointment.

 

There was also discussion of whether Mark H. should be replaced.  Vic noted that our original agreement with KPFA called for us to have 2 representatives, though Sue K. noted that that was not in the two contracts Vic sent her for review.  Mark H. pointed out that Carol Spooner had to be shown the contract before she agreed to allow a KFCF representative, and that the term of appointment is for 3 years.  He argued that if there has been no misconduct, there’s no ground for removal, and he asked that Sue K., Vickie F. and Ali R. resign.  He noted that the Chair of the LSB has asked for corporate counsel opinion on that point.

 

Sue K. moved, and Vickie F. seconded adopting the above policy.  Alex V. suggested postponing the vote until all board members are present.  [Alex’s proposal died for lack of second.]  Sue’s motion carried with one “no” and one abstention.

 

E.     Election of replacement LSB Rep.:  Vickie F. nominated Ali; Marc S. seconded.  Alex V. objected to removing Mark H.  Dave G. nominated Alex and Alex seconded.  Vote was then held for the two candidates.  Ali R. received 7 votes and Alex received 1.  Ali R. is the new LSB rep from KFCF.

 

Alex V. then moved to adjourn but the motion died for lack of second.  The board went into closed session to discuss personnel items raised by Vic B.

 

Out of closed session:  It was agreed to table the “New Business” items (Annual report, Archive Project, Goodsearch/Goodshop proposal) until next meeting.  Jan S. proposed that agendas be formulated with projected time frames to help us keep on target.  Sue suggested that for the next agenda, Jan propose time frames during discussion on adoption of agenda.  Meeting adjourned.