FFCF Board Minutes - corrected
8/19/08
In attendance: Rych Withers, Marc Scalzo, Dave Gendron, Gerry Bill, Vickie Fouts,
Mel Sanders, Leni Reeves, Frank Delgado, Rebecca Caraveo, Sue Kern
1. Agenda: Vickie added to New Business the “Move On Up” silent auction. With that addition, the agenda was adopted.
2. Excuse of Absence: Rand Stover and Alex Vavoulis excused. Leni was initially absent but came to the meeting after it started. There were no unexcused absences.
3. Minutes of 6/17/08: Jan noted that page 2, 3rd paragraph should say that Francine Oputa is head of Central Valley Cultural Heritage Institute (she’s University staff, but not a regular professor). Vickie wanted to clarify in last paragraph in §9 that Vic was to be taken off the bank account in addition to those being added. Also, it was agreed that Mel would be added to Leni and Jan as the Election Committee for this year’s election, and Rych will help with preparation of election materials. With those corrections, Vickie moved and Mel seconded approving minutes of 6/17/08. Motion carried.
4. President’s Report: Gerry just returned from Cuba and did not prepare separate President’s report. He will be reporting on what he has done since the last meeting when his Personnel Committee report is discussed in closed session.
5. Executive Director’s Report: See written report from Rych. Rand has made John a joint tenant on his property, so this confirms the need to move the studio equipment and satellite to a new location. Rych submitted lease proposed by Peak Broadcasting. It was noted that the term of the lease wasn’t specified and needs to be spelled out, along with our option to renew if Peak renews with the owner. We will need to procure a certificate showing insurance for that location. Rych proposes spending up to $3000 for the move. He’s also been working on revising categories for financial reports, and has separated FFCF and KFCF. Just received $12,000 in the mail from the last KPFA marathon. We’re losing money in our Smith Barney account due to fluctuations in the stock market. Rych proposes moving funds to the Credit Union in a more stable interest bearing account. Vickie moved to authorize Rych to move money from investment and Money Market accounts to CDs at the Credit Union within 6 months. Mel seconded; motion carried. Rych found out that the CU has funds insured up to $350,000.
Programming Director’s Report: Rych reports temporarily substituting Alternative Radio slot on Thur. at 1 with Helen Caldicott series, since Alternative Radio is playing reruns over the summer. New shows including Progressive Parenting with Gina Derby, first Friday at 5 p.m. (and this month also the 5th Friday). This replaces “In the No.” Also has started airing Harry Shear’s Show Sundays at 5 in place of Rock & Rebellion.
6. Chief Engineer’s Report: Rand absent. Will discuss status of this position in closed session. Rych reports that there’s a problem with the audio at Rand’s studio that he’s working on, and there’s still a problem with the Audio Board which he hopes to replace after attending the broadcaster’s trade show in Austin on 9/17/08.
7. Committee Reports:
a. Budget Committee: See written report. Budget Committee now meeting on the 2nd Monday of the month at 5 p.m.
b. Fundraising/Outreach Report: See written report. Main focus over next two months is 10/26 banquet. Also need to sign up board members to participate in several outreach events, including tabling at the upcoming 9/26/08 Elder Women’s event, Intermountain Nursery Fall Festival, Tariq Ali event on 9/28/08 at Islamic Cultural Center, and Gay Pride events on 17th and 21st. Also will be asking board members to sell tickets to the banquet and ask for ads and donations for auction/raffle. There will also be a Middle East Conference at Fresno State from 10/16-10/18, and the WILPF Crafts Fair in December.
c. Governance Committee: See written report. Working on proposals for updating bylaws, and will then work on policy manual. Meetings are last Tues. of month at 6:30. Rych suggests we look at Corp. Code to see what else might need to be included in bylaws (i.e. Code allows certain procedures to vary from those prescribed by statute if procedures are included in bylaws). Sue and Vickie will be looking at KPFA bylaws and Centro La Familia bylaws before Sept. meeting so if any additional proposals they can go out to membership for vote.
d. Programming Committee: See written report. Need to monitor enforcement of political advocacy policy (on shows such as Green Scene). Had sent out letter to programmers asking them to make sure their FFCF membership is current, but have had little response. Marc noted that most programmers aren’t currently members and we want to make sure they join. Rych wants them to sign “Payola/Plugola” policy agreement and confirmation that they’ve read and will comply with Programmers Manual. Will need to add section on using the delay device, especially when outside guests or call-ins are present.
e. LSB Report: Rych reported that last meeting was fairly uneventful. Two proposals were made and neither passed. First was to give money to Free Speech Radio News to make up for Pacifica cuts. LSB passed budget month before. Pacifica still has serious budget problems but this is not being talked about in open session. Sherry Gendelman (Chair of Pacific Board) confirmed situation is serious. National office is $400,000 in debt and behind in paying both FSRN and Democracy Now.
8. Consent Agenda: Marc asked to pull off item (d). Rych wanted item (a) removed since it was an information report with no decision required. Marc moved for approval of (b) and (c); Jan seconded. Motion carried.
D. Marc proposed adding that all items submitted for Board approval also include an estimate of cost to the organization. This is a friendly amendment to Vickie’s proposal. This would be only if cost was going to be more than $100 (not including cost of paper and ink for printing). Vickie moved, Marc seconded proposal with Marc’s amendment. Motion carried.
E.
9. Old Business:
a. Banquet: Rych proposes honoring Alex for his year’s of service to the Foundation in light if his pending retirement. Vickie proposed making him an honorary board member. Vickie will make proposal to give him “lifetime achievement” award and make him board member emeritus. She will include it in her proposal for next month’s meeting. There was discussion of Free Speech Award and Board agreed to award it to Jim Grant for his courage in airing Democracy Now on Channel 49. Rych will arrange to get both a plaque and a megaphone. Vickie moved; Marc seconded. Motion carried.
There was also discussion of honoring large donors, such as Michael Habibi who has donated $7,000 so far this year. It was agreed that we would thank him in the program (if he has no objections), and would make a policy of thanking those who donate over $2,500 in a year. Will definitely be mentioning Berry and Fran’s donation of the Waverly, the bequest of Robert Billings, and the passing of Cynthia. Will also be thanking Lance Canales for his repeated donation of his time and talent. Leni moved to specifically honor Alex and Lance; Marc seconded. Motion carried. Rych will contact Habibi to see if he has objections to being thanked publically in the program. He will also notify Jim Grant and get him 2 banquet tickets.
10. New Business:
A. Bylaw amendment: Proposed amendments need to go out to membership 20 days before voting opens. It was proposed that we send out an election notice about the bylaw change with the banquet mailer in the next couple of weeks. Marc moved, Mel seconded the motion. Motion carried.
B. Proposal to have a local show that introduces Rych and the two new staff members to the listeners, and takes called in questions and comments. Sue moved, Marc seconded; motion carried.
C. Brown Paper Tickets: See written proposal. Marc moved and Sue seconded using Brown Paper Tickets for banquet and other event ticket sales (providing that Rych can call them first to ask any questions he has). Motion carried.
D. Discussion on policy on Executive Director making unilateral changes to programming. Jan is concerned about losing Rock & Rebellion without adequate consideration of amount of programming directed at youth and Latino audience. Leni also was concerned that Spanish language programming be preserved. It was noted that R&R was replaced with Harry Shearer (a comedian). Marc felt there are enough Spanish language stations in the area, including UFW and Radio Bilingue. Dave G. suggested the Programming Committee look at listener numbers for those time slots. There was discussion about loss of programs like La Onda, and whether we should continue to air the Cambodian show for 2 hours/week when it’s not clear there is a significant audience. It was noted that New American Media has worked to have Hmong language programming available in the area, and the Hmong population is significantly greater than Cambodian. Leni moved to table the issue; Jan seconded.
E. Proposal to move studio from Rand’s and to move satellite to Peak’s facility. Leni moved; Sue seconded with a $3,000 limit on funds and on condition that term of lease is spelled out in lease. Motion carried.
F. Excused absence policy: Vickie was concerned that it was not spelled out what constitutes an “excused” absence. Bylaws say that after 3 unexcused absences a board member can be removed. Sue suggested that an absence be excused if advance notice is given to the ED, President or Secretary. It was proposed that this be a Board policy (vs. bylaw change. It was agreed that Vickie would draft a policy that an excused absence means notice is given before the meeting to the ED, President or Secretary with the reason for the absence, and that if a board member knows he or she is going to miss 3 or more consecutive meetings, the Board can decide if that member should be replaced. This will be on the next agenda for adoption. No vote taken.
G. Hip Hop Event: See written proposal from Devoya. It was noted that the proposal said nothing about money for performers, and talked about using sponsorships to fund the other costs. Marc moved to approve a maximum of $500 for Davey D. and $300 for the organizers, and that all sponsorship funds get written to the station and disbursed by the ED on presentation of receipts. Also wants all written materials and promos to make clear that KFCF is the sponsor, and to have all written materials submitted to Board or ED ahead of time for approval. Jan seconded; motion carried.
H. Silent Auction for Move On Up: Vickie proposed that we donate 2 banquet tickets, 2 speaker-only tickets, and 2 tickets to hip hop workshop to the silent auction being held as part of the fundraiser on 9/4/08, with minimum bids of $10 for banquet, $3 for speaker only. Sue seconded. There was some concern about how this event was planned and approved, but with understanding that this proposal related only to donation for silent auction, motion carried.
Board then withdrew to Closed Session.
Report back from Closed Session: Leni moved, Marc seconded, designating Rych as chief engineer (legally designated as chief operating officer per FCC) and Tom Driggers as back up, given Rand’s health. Motion carried.
Announcements: Jan reported there’s a new professor in Fresno State in Africana Studies who’s interested in hip hop and may be willing to help with Davey D. event. She will put him in touch with Devoya.
Meeting adjourned.