FFCF Board Minutes

FFCF Board Minutes - corrected

2/19/08

Machinists Union Hall

In attendance: Board-Gerry Bill, Rych Withers, Dave Gendron, Marc Scalzo, Rand

Stover, Vickie Fouts, Ali Rezapour, Alex Vavoulis, Jan Slagter, Sue Kern

Staff: Vic Bedoian

Guests: John (with Rand), Mark Hernandez, Michael Handley

Meeting commenced at 7:20 p.m.

I. Agenda: Vickie requests addition of discussion of KFCF Website under New Business. Alex questions why filling board vacancy is so far down on the agenda. Asks that it be put after Engineer’s Report. Marc S. moved, Gerry B. seconded; Agenda approved with above changes.

II. Minutes: Correction to minutes of 1/15/08: Under Outreach committee report, Circle of Peace group meets at Ali’s office every 3-4 months, not monthly. With that correction, Gerry B. moved, Rand S. seconded approval of 1/15/08 minutes. Motion carried. Minutes of 11/20/07: Correction: page 2, approval of minutes, should be “VF” not VB. With that correction, Sue K. moved; Gerry B. seconded, minutes approved. 10/16/07 minutes: Gerry B. moved, Rand S. seconded, minutes approved.

III. Public Comment: Mark Hernandez objects to motion to rescind last month’s decision not to certify results of election approving amendments to bylaws, since there’s been no notice or chance for public to object.

IV. President’s Report: Rych distributes written report. We’re currently using the loaner transmitter since Nautell’s original new transmitter burned out, was repaired under warranty, and burned out again. Back-up transmitter they sent us has been installed. See written report about the EAS system. Dept. of Homeland Security hasn’t released any information yet, but when they do we’ll have 6 months to upgrade our system to any new specs. Also see report on FCC’s new proposed rules. They allowed more consolidation in December over strong public objection, and then proposed as tradeoff certain localism requirements for all licensees. Court require 24 hour staffing and greatly increased paperwork.

V. Executive Director’s Report: See written financial report. KPFA marathon has so far raised $570,000 of the $900,000 needed to avoid layoffs. Marathon will probably extend past Friday since there’s no cushion. Vic and Devoya went up to Berkeley to meet with KPFA staff, and talked about news department possibilities. Also met with their webmaster who suggested that we could put a button on our website linking to KPFA’s website for anyone wanting to listen to KPFA programming on line. We wouldn’t be “webcasting” and could make it clear that they’re being directed to KPFA, not FFCF. Devoya is doing a weekly cultural calendar but haven’t played it frequently during the marathon. Also working on flyers for the Nalbandian series at the Fresno Art Museum and the events we’ll be helping to sponsor for the Saroyan centennial. Having “Fresyes” youth working with us and teaching us things. Also Tudor Stanley, Eduardo Stanley’s son, wants to volunteer more so he’s learning more board op skills and working on publicity. He’ll be spending part of Mondays and Thursdays at the station. Also Community Link is having their 20^th Anniversary at the Big Red Church this Saturday from 6-10, and KFCF is receiving the independent medial leadership award. It’s a free event. Vickie volunteered to attend to accept KFCF’s award if no one else is available.

Programming: Starting tomorrow at 4 p.m. we’ll be airing the annual homeless marathon, and Mike Rhodes will be hosting 1 hour of it from Fresno between 10 and 11 p.m. Also will be holding a Programmers community meeting on 3/9/08. There was discussion on the time involved in producing news reports and it was estimated that it could cost $75,000/year for KFCF to have a regular news program. Would need one full time news person, a producer and a part time reporter. Vic suggested that doing some reporting for broadcast on KPFA is feasible, but having our own news broadcast would be more of a long term project.

VI. Chief Engineer’s Report: Rych already covered our transmitter problems. Our new transmitter is currently in Nova Scotia being repaired and we’re using Nautell’s loaner. We may be able to extend the warranty for 1-2 years. Gerry moved and Ali seconded authorizing the President to spend up to $1000 to extend the warranty. Motion carried. We want to install the backup transmitter donated by KVPR when our original transmitter failed within the next month. Need to get it out of storage and wait until the weather at the transmitter site is better.

VII. Filling Board Vacancy: Alex proposed filling it with the next runner up from the last election and proposed that Mark Hernandez be invited to fill the seat. Sue suggested Leni Reeves who had expressed interest in running but had been unable to apply during the last election cycle due to ailing parents. Gerry suggested we have an open application process and ask people to send in resumes by a stated deadline with the full board deciding from among the applicants. Marc S. agreed and suggested a 45 day application process after which we could have a special meeting or ad hoc committee to review applicants and make a recommendation to the Board. Gerry moved that we send out a call for applicants with a deadline of 3/31/08, using last election cycle’s questions and announcing the process by e-mail to the list serve and on air announcements. Also proposed we bring the applications to the full board to decide. Marc seconded with the condition that the full board gets to review and decide. Discussion followed with Alex asking why we don’t adopt a policy of appointing the runner up in the last election. Rych stated that he wanted to leave it to each Board to decide how to make the appointment. Motion carried with Alex abstaining.

VIII. Committee Reports:

A. Budget Committee: See written report. We ended up spending $27,000 more than we brought in last year. Rych noted that with the satellite subscription, part of this could be because KPFA billed us last fiscal year for service in the prior fiscal year. Budget committee just got information from Quick Books to compare to the figures Sharmayne had so that the two sets of figures could be reconciled. It was proposed that we separate the satellite charges from subscriptions, since one is equipment and the other is listener sponsorship. Vic noted that Sharmayne had combined them. Vickie as Treasurer will ask her to separate them into two line items. It was also noted that Sharmayne may also put some of our expenses under depreciation. Gerry noted that this was a mid-year review of the budget. Gerry moved and Marc seconded accepting the Budget Committee report. Motion carried.

B. Outreach Committee. See Ali’s handwritten notes. Common Ground interviewed someone from the Filipino community. Will be having an African American on the show soon who will explain why the standard Common Ground immigrant questions don’t apply to his community. The Peace and Civil Liberties organization at Fresno State has won a booth at the Free Speech Area on campus. Ali proposed contributing $100 to help with construction of the booth since we will be using it weekly. Sue seconded and motion carried. Saturday 5/3/08 will be the Health Care Fair/Debate. There will be a national speaker from Physicians for a National Health Plan, and Ali is asking Sheila Kuhl’s office to participate. KFCF is helping to sponsor this and board members expressed interest in having the station cover it on the air. There was discussion about hooking up a local news reporting process with interns from Fresno State’s Mass Communication Dept. This will be further discussed by the full board. The last meeting was a joint meeting with the Fundraising Committee and there was also discussion of holding block parties in different communities where input from the community could be solicited, local musicians could play or KPFA aired documentaries could be shown, and new listeners could be invited to join. This could also raise some funds as was done in the recent Vince Lavery event in North Fork.

C. Fundraising Committee: See above re: housemeetings/block parties. Sue reported on the Vince Lavery event which was small but raised $75-80. Also planning on ordering more Dove t-shirts from Alliance Graphics (sweatshop free and in sizes we don’t have). Would also like to invite David Gans to do a concert at North Fork Town Hall in the spring. Vic will be contacting him. And Fran Saunders has been working with Pat Wolk from the Folklore Society and Ray Edelin to have Ray do his show from the Fresno office one Sunday with Kenny Hall as a live guest.

D. Governance Committee: No meeting in February. Want to meet in March. Bruce Kennedy reported that he doesn’t have any documents he is reviewing from last governance committee. Committee will be reviewing past minutes and putting together a board policy book. Sue volunteered to join the committee to work on this.

E. Programming Committee: See written report. [Rych reminded the board that we had agreed its preferable to have Committees submit written reports in advance that could be listed on the consent calendar so we don’t have to spend time going over them in detail.]

F. KPFA LAB report: Ali thanked Gerry for writing a letter from the board to help smooth the transition to a new KFCF rep. Had a 90 minute training in parliamentary procedure. Ali wants to ask the person who did the presentation if our board could make copies of the materials. At the public comment section of the LSB meeting, someone accused KFCF Board of having been taken over by “contrarians.” Ali said he will be working on overcoming any distrust by positive participation.

IX. Old Business:

A. Annual Report: Vic noted that part of the $36,722 “loss” in the assets section was Central Mountain Waters taking out $21,000 of what they had previously raised, that we were just holding for them as their fiscal umbrella. It was noted that the report didn’t list the year on the cover and it was suggested this be included on the next one. There was discussion of our relationship to some of the other organizations we sponsor. Vic agreed to clarify in the next year’s report which ones are still active, since some were listed for historical purposes only.

B. Good Search/Good Shop: Vickie circulated her proposal again. She noted that WILPF’s website has a button you can click to take you to the search website. We can’t advertise this on the air but we can put it on our website and send out e-mail to our list-serve, telling them if they use this search engine, every search can result in a penny to KFCF. KPFA is already using this, though we will need to advertise it to make it productive. Dave suggesting waiting one month to decide so that board members can investigate. Alex wants to ask Nick about the feasibility of putting a button/link on our website. Vickie agreed to withdraw the motion for one month. She will bring it back again at the next board meeting.

C. Archive Project: Alex reported on the process being used to burn the discs, labeling them, etc. Paul Ulrich and Alex have been working on it every Sunday and some other days. Currently working on the keyboard concert series that we sponsored for 15 years (8 concerts per year). Richard Gomez is also helping on this. Vic noted that we need to build more storage for this and other things that are crowding the back rooms.

D. Website: Vickie noted that meeting dates are not on there. Vic stated that he has sent meeting dates, minutes, etc. to Nick but he doesn’t put them on the website and doesn’t return Vic’s e-mail. Gerry expressed concern about the legal issue of needing to give notice of meetings. Marc stated that we should let Vic decide how to proceed—if he can’t get Nick to be responsive, he can either recommend hiring someone else to run the website or try to set it up in-house, but that’s a management decision, not a board decision. Sue said that she would start sending the agenda and corrected minutes directly to Nick.

X. New Business:

A. Revisit of decision last meeting not to certify election on the three bylaw amendments. Vickie asked for clarification on whether she could raise this since she was in the minority on the decision. It was explained that only someone on the majority side could ask that it be revisited. In light of that clarification she withdrew the item from discussion. Sue noted that one of the bylaw changes (extending the election period if we don’t get a quorum to vote, and keeping the existing board member in the seat if we still don’t get a quorum), would have to be done even without the bylaw amendment.

B. Follow-up to Board Retreat. It was suggested that we do a facilitated follow-up focusing on the relation and interaction between the Board and the Executive Director. Jackie Ryles was suggested by Paul Pierce as someone who has a lot of experience in that area. Alex opined that he didn’t think we should spend money on this but other board members felt it was important we strengthen and clarify the role of the ED vs. the role of the Board and how they can best work together. Gerry moved that we schedule a facilitated Board/Director retreat for four hours using Jackie Ryles as facilitator. Marc seconded. Motion carried with Alex abstaining. Vickie agreed to contact Jackie and send the Board some proposed dates.

C. State of KFCF streaming: See Vic’s report on possibility of linking to KPFA streaming on our website and making it clear it’s not us. Rych said he would look into whether this would be sufficient to insure we are not liable to Sound Exchange.

D. Policy Manual: Board requested copies of all minutes since 2000. Vickie and Marc are working on a policy manual and will bring this into the Governance Committee. Vickie and Rych are also working on an employee handbook. Sue will get Vic copies of any minutes she has.

XI. Closed Session: Tabled by Vickie.

Alex moved to adjourn; Gerry seconded. Motion carried.