FFCF Board Minutes-Corrected
December 16, 2008
In attendance: Rych Withers, Gerry Bill, Leni Reeves, Dave Gendron, Vickie Fouts,
Marc Scalzo, Sue Kern, Mel Sanders (late), Jan Slagter (late);
Guests: Vic Bedoian, Mark Hernandez (late)
1. Agenda: Closed session added to end (XIII) to include Personnel Committee report; also added discussion on official myspace page under “Old Business,” (e). It was noted that the reference to “tabled till January under New Business (c) was supposed to refer to (a), not (c). With those changes, Leni moved and Sue seconded adopting agenda as amended.
2. Excuse of absence: Jan and Mel notified Rych and/or Gerry that they would be late. Alex is in Greece. Rand said he was coming but John said he might not be able to drive him.
3. Approval of minutes: Under President’s Report the word “outreach” should be crossed out. Under X(d), excused absence policy, Board adopted Sue’s written proposal which included some change from verbal proposal approved previously. Under XII(b), Governance, moved to table until January. Under VII, should say “will be sent” not “have been sent,” and “renewal notices” should be part of #6 vs. #7. Re: V, change to “Vickie thinks” it was set up as an official FFCF site. Marc proposed dropping this statement altogether and just saying there was discussion of MySpace page and its origins. Rest should be deleted, though it was agreed that the first two sentences were O|K. Also leave in sentence that begins “Hasan Johnson suggests…” and “the consensus discussion was that Debbie…” but put it right after ”Mark H stated…” and leave in that Gerry would investigate. Marc suggested that we should decide for future reference whether to allow slates and endorsements as part of our election process. KPFA has a policy on those issues and we should decide if we want to follow or change it. Marc noted that he won’t be here for the retreat but it was agreed that we’d put this issue on the agenda for our 1/20/09 meeting (i.e. Board election policy). With those corrections Leni moved and Sue seconded approving November minutes. Marc abstained.
4. Public Comment: None
5. President’s Report: See written report. Many items listed are questions that can be addressed at the retreat and some are things on tonight’s agenda. The Secretary is supposed to be certifying corrected minutes and the Secretary or Governance Committee should be putting all policy decisions in a Policy Binder with the date it was adopted.
6. Executive Director Report: See written report and financial reports. Accountant’s “statement of revenue, expenses” shows $10,740.61 as “Miscellaneous.” Board requested clarification of what this represents. Vickie also asked that Rych ask Sharmayne to get the financial report earlier so we can review it as a board before it goes in our annual report. Jan asked about Poet’s rent and Rych responded that it goes to pay for use of the Fresno Art Museum for readings. Rych noted that KPFA was late in getting us our October and November checks, but that he’s started outreach to expired members and has started sending renewal letters monthly which has brought in extra funds. He has also sent out a web survey to our subscribers, started a “Rants” line for people to make comments on which we can then choose to air, and is thinking of getting “free speech mugs” made which have a blackboard outside to write messages on. For the Rant line, Rych suggests we put some samples on so people are encouraged to add to it. [This is an extra phone line Rych has which he has never used.] Under events to be promoted, Jan suggested adding “V-Day” (2/14) which is when the Vagina Monologues are enacted at Fresno State. Rych also reported an offer from the Fresno Bee for special advertising, but the consensus of the board was that the amount they were charging was too high for a one-day ad. Rych reported that we are still 79 ballots short of the quorum needed.
Gerry asked about Sharmayne’s cover letter to the financial report that states that “management has elected to omit substantially all disclosures.” Sue noted that from her experience with other auditor’s reports, full disclosures require significantly more accounting work and are generally not necessary unless funders require them. Rych said he would check on the problem with lumping costs into “miscellaneous” and with several of the miscellaneous categories not adding up.
See separate Program Director’s Report. Tom Willey was initially open o doing a one hour show but now is not sure he wants to expand. Rych has met with all but 5 or 6 programmers and more than that have yet to complete the paperwork he asked them to submit. More still haven’t paid dues. Rych is compiling list of possible programming sources if there was ever a Pacifica meltdown and we couldn’t get KPFA programming short or long term. We currently pay $100/year to have access to Alternative Radio programming, and there are other programs that can be purchased or obtained without charge.
7. Engineer’s Report: See written report from Rych. Peak Broadcasting is donating a system to store and play carts, and we have a small audio board donated and some soundproofing material donated from Fresno Ag through a friend of Rych’s. Working on triple pane windows and soundproofing but waiting for Landlord approval. Scott has agreed to put in the new transmitter for about $1000. For the STL (studio transmitter link) move, Rych needs to take down the antenna from Meadow Lake. Regarding the EAS log, FCC is supposed to be approving new regulations requiring new equipment for this in early 2009. Vickie expressed concern that we’d be spending $3000 for equipment required by proposed regulations that haven’t yet been approved. Rych explained that all FCC hearings on the issue have been held and the only thing they’re waiting for is Homeland Security approval. Rych noted that all radio stations will be trying to purchase the same equipment once the regs are approved, and it’s best to get our order in so we’re at least in line to get it when compliance is required. If anything changes, all the stations will need it and the companies making the equipment will incorporate the changes.
9. Regular reports:
A. Budget Committee: See written report. Will be checking on our insurance and whether we have what we need.
B. Community Outreach: Did not meet
C. Fundraising Committee: Did not meet
D. Governance Committee: Did not meet
E. Programming Committee: See written report. Leni moved to let programmers have until 3/1/09 to pay dues if they can’t pay the full amount by the previously agreed date of 1/1/09 due to the holiday. Marc seconded for discussion only. Leni changed proposal to extend deadline to March without reference to whether programmers could afford to pay. Vickie seconded as amended. There was discussion on volunteering on a non-programming project as another option for fulfilling the dues requirement for programmers. It was agreed that how policy will be enforced will be left to Rych’s discretion (including monthly EFT option, volunteering option, etc.). Board agreed to extend deadline to March Rych will decide what to do about any programmers that don’t comply.
F. Election Committee: No written report submitted.
G. LSB: No meeting in December (though some LSB members tried to hold one). Pacifica is looking at bringing in an outside management team. It would cost a few hundred thousand dollars but some feel it’s necessary to decide whether to take the loan that has a drop dead date of 2/1/09. Part of purpose of loan would be to be able to pay union severance to those management wants to terminate at stations where they’re operating way over budget. The loan would cost an additional $7,000 in interest to pay it off.
10. Consent Agenda: Vickie submitted written proposal on policy for spending limits. Marc asked that it be pulled from the consent agenda and added to New Business as XII(h).
11. Old Business:
A. Election Update: still short 79 ballots and probably won’t make the quorum required for a valid election. Marc proposes we get on air extending the deadline. It was noted that our bylaw states that our annual meeting where the election is to take place is in November (but also allows the election to be by mail). State law says if there is no quorum, Board can either leave existing board members in their seat or appoint new people. See Corp. Code §§5500-5600. (Rych later noted that filling vacancies is under §5224.) Will know by Friday if we got a quorum. Leni moved that in the event there is no quorum, existing board members (Dave, Rand and Alex) stay in their seats (unless they want to resign). Marc seconded, and motion carried. It was agreed that at the 1/20/09 meeting we will decide what to do about any vacancies (Rych’s seat, and if Alex chooses to resign, his seat). Leni moved to defer to 1/20/09 what to do about the vacancies. Marc added that we should notify Alex that there’s no quorum and let him decide if he wants to stay on or resign. Motion carried unanimously.
B. Board retreat: Marc can’t make it on 2/1/09. There was problem with his e-mail (it was changed and our list-serve wasn’t updated when the notice of the retreat date was sent). There was discussion of holding retreat later, but Gerry will be in New Zealand from 2/2/09 through 3/30/09. It was agreed to keep the retreat on 2/1/09 for 8 hours. Paul Pierce will facilitate (Jackie Ryles wasn’t available) and it will be a pot luck. Paul is charging $800 (and a KFCF sweatshirt). Leni moved to approve this plan; Jan seconded. Motion carried.
C. Funding possibilities for news reporters: An ad hoc committee met before this Board meeting (Rych, Gerry, Vickie, Leni & Marc). The committee proposes paying stringers by the story as FSRN does. They pay $30 for a 1 minute read, $40 for 1 minute spot with soundbite, $90 for a 2 minute feature, and $180 for a 4 minute feature story. Committee proposes starting with a $300/month budget for this and do fundraising events to expand. We’d develop list of approved stringers and would have KPFA do the editing. We’d only pay for stories that KPFA accepts for use since we don’t have our own news program to air them. Vic thinks this is a reasonable approach. He and Mike Rhodes currently pitch stories directly to KPFA. It was noted that we’d want to be able to replay any story we pay for. Committee will draft protocol to be formally adopted at next meeting. Leni suggested the committee meeting before the next board meeting. Gerry is chair of committee and will communicate with committee by e-mail. Then fundraising committee will discuss fundraising possibilities for the project. Possible stringers include Vic, Mike, McKai Cartier. May invite them to next committee meeting.
D. Update on Studio Move (i.e. from Rand’s place to Peak Broadcasting facility). Price of satellite dish keeps going up and down. Rych reports that he still hasn’t signed the lease with Peak. Wants to try antenna there before signing. It’s a 2 block move and 5 other antennas are already on the roof. Rych will try to get it done before next meeting (1/20/09).
12. New Business:
A. Governance Committee reformulation: Tabled until January when/if new board members seated.
B. Banquet Raffle: Vickie raised this based non-profits having to fill out form for Attorney General in order to use raffles as fundraiser. See Penal Code §320.5. Subsection (c) discusses exceptions. Raffle forms can be obtained at www.ag.ca.gov/charities. Sue agreed to check the Penal and Corp. code sections on raffles and see if there’s any reason we wouldn’t fill out the forms. Sue noted that two other non-profits she works with are doing it. Forms are due each September, and you list proposed raffle dates but those dates can be changed. It was agreed to table discussion until February meeting.
C. Proposal to hire management coach for Rych: Gerry noted that when he discussed management training classes with Paul Pierce, Paul said that those classes might not be appropriate for our kind of small staff organization, and that management coaching which can be geared to each organization’s situation might be more useful. He is getting information for Gerry including price, and it was agreed to table this until the January meeting when pricing is available.
D. MySpace: Hasan suggested at last meeting that we start our own MySpace page. Debbie offered to make the one she started our official one. She’s changed the disclaimer language at our request. Rych noted that Frank Delgado has used myspace for our last two events and has experience with it. Sue moved to set up an official KFCF site on MySpace and Facebook (and more if Rych recommends others). Leni seconded. Motion carried. Rych would implement through staff.
E. Fiscal oversight of Sleeping Bag Project: Jean Chip (who’s now in Rhode Island) and Kelly are the ones who first proposed this to Vic about 10 years ago. We’ve made announcements before but we never formally dealt with fiscal oversight issues. This year there were some checks written and money collected to purchase sleeping bags, in addition to donations of sleeping bags and blankets. Since we are acting as their fiscal agent we need to be able to account for all funds collected, so Rych will talk to Kelly about having all donations run through our bank account.
F. Bulk Rate Permit use: Rych reports that he was first aware of Board candidates using KFCF’s bulk permit for election mailings during the recall election 10 years ago. He believes it was first authorized when Doug Noll was President. This year some subscribers expressed concern that they received Mark Hernandez’s mailing with the KFCF return address. There was discussion on whether we should continue allowing bulk permit to be used for election campaigns. Leni moved to disallow it; Marc seconded. The saving to candidates would be about $.10 per piece. It was noted that under Corp. Code §5524, a non-profit corp. can accept requests to mail out nominee election materials. The question was called and the motion carried unanimously. Afterwards Mark H. stated that as a member of the foundation he has a right to communicate with all members and claims he has to be offered a reasonable alternative if we don’t allow the bulk mailing. Others noted that we mail out a statement from all candidates that submit one.
G. Policy on dissemination of Board meeting materials: The issue came up with the Board packet for this meeting (including draft minutes) was sent out to the subscriber list serve. Leni moved we only send out the agenda to everyone on the list serve and post it on the website, but that minutes and reports only be posted once they are corrected and approved. Jan seconded. Motion carried. Marc opposed on grounds that minutes and all of our discussions should be transparent and available to anyone interested. Sue agreed to send Rych a separate agenda that he can send to the list-serve, and then send him corrected minutes on a timely basis.
H. Other new business: Rych suggested we consider getting a city business license and start sending reports of sales of things like t-shirts and mugs to the FTB. Sue noted that under state tax law, non-profits must pay sales tax on all items sold with very limited exceptions that don’t appear to apply to us. Rych agreed to look into it more and report to the board on this at the next meeting.
I. Spending approval proposal (see Vickie’s written proposal moved from the consent calendar). She proposes that for unanticipated expenditures of between $500 and $999, the ED gets approval from the President or VP; for between $1000 and $4999 he gets approval from the executive committee, and for $5000 or more (of unanticipated expenditures), approval of full board required. Marc proposed that any check for over $5000 require a second signature. Vic is currently the only other signor and this needs to be changed. Vickie’s original proposal was amended to provide that if President is unavailable, any 2 officers can approve; for between $1000 and $4999, any two officers must approve, and over $5000, by a majority vote of the board. With those changes, Vickie moved and Jan seconded. Motion carried. It was clarified that this didn’t include recurring expenses like rent, satellite fees, etc., but only unbudgeted expenses.
At this point the open session of the Board meeting was adjourned and Board went into closed session. Board then reconvened in open session and meeting adjourned.