M I NU T E S

Fresno Free College Foundation Board of Directors

March 21, 2000

Call to Order:  Meeting called to order by President Rych Withers at 7:10 p.m. at the Fresno Center for Non-Violence, 985 N. Van Ness Ave., Fresno, Calif.

 

Present:Ben Amirkhanian, Robert Munce, Dixie Salazar, Deborah Speer, Rand Stover, Alex Vavoulis, and Rych Withers. Absent:Catherine Campbell, Sari Dworkin, Bruce Kennedy, Kent Stratford (note: all arrived by 7:30 p.m.).A determination of quorum was made.

 

Minutes: MOVED/SECONDED/PASSED to accept minutes of February 22, 2000 meeting.

 

REPORTS:

Program Director: Stover reported changes and additions to weekend programming have been made and have been well received. Bruce Jewell has begun airing a Community Calendar, to run Tuesdays during the Board of Supervisors meetings and/or “Wasteland of the Free” broadcasts, and during the Friday public affairs program block.  

Financial Report:KFCF Executive Director Vic Bedoian distributed the most recent P&L statements and reported he expected the first check from the most recent fundraising marathon from KPFA soon.  

OLD BUSINESS:

Access to membership list:  Discussion continued from Feb. 22 meeting.  Speer noted that the membership list has been made available since last meeting.  Vavoulis said a policy consistent with the California Corporation should be developed to address such requests in the future.  Speer r noted the motion under discussion (see previous minutes) was essentially the same as the Corp. Code, in respect to proper use of lists and privacy matters, with the exception of an addition that anyone requesting such adhere to a Code of Ethics presented at an earlier meeting.  Campbell stated that under the California Corporate Code, all board members must have access to the list for any reason they wish, other than for commercial use.   Campbell said that the issue of list availability was a matter of law, and further board action is unnecessary.  Stover said it was appropriate to consider policy regarding list distribution, so long as such policy does not conflict with law. 

MOTION (Speer) / SECOND (Dworkin)  / PASSED to formally bring prior motion to the table for vote.

Kennedy reported he was unable to find specific instructions in California Corporate Code regarding use of membership lists by board members, but noted it would be implicit such use would be ethical.  Kennedy added that while a Board Members Code of Ethics had been distributed, it has not been formally adopted.  As the issue is a fiduciary function, board members should be subject to a code of ethics, which need to be adopted by the board in advance.  Campbell agreed, but noted that adoption of the Code of Ethics was not included on this meeting’s agenda and therefore cannot be voted on at this time, but can be added to the agenda for the next meeting.  Withers called for question. 

MOTION (Campbell) / SECOND (Dworkin) to make all member and subscriber lists available to any board member who requests same. AMENDED (Dworkin/Campbell) to require member/subscriber lists compiled at the moment of request be made available upon request.  AMENDED  (Stover/Vavoulis) to restrict use of list to those not counter to the purposes of the Board of Directors or the Foundation and prohibit publication or distribution of lists outside of the Board due to privacy concerns.  MOTION PASSED.

 

MOTION (Campell) / SECOND (Dworkin) to move agenda item 4 under New Business regarding petition for new elections to current location for discussion.  Munce noted a ¾ vote is required.  Campbell and Dworkin pointed out that many audience members were in attendance solely on the basis of this issue.  Campbell questioned if the agenda had been constructed purposely to place the petition item at the end of the meeting.  Speer answered that agenda items held over from previous meetings were placed on the agenda immediately at the conclusion of the last meeting and all other agenda items were placed in the order received.  Salazar said it was not unreasonable to move the agenda item up to accommodate the audience.  Kennedy agreed that it was appropriate in the case of a non-action item.  Withers called for question.  MOTION FAILED.

 

Audit of Foundation and inventory:  Item held over from previous meeting.  MOVED (Campbell) / SECOND (Salazar) to audit inventory and assets of Foundation.  MOTION PASSED.   Stover says he can provide a general inventory of all physical assets, including transmitter and studio equipment. Withers and Bedoian will start on an inventory of office assets, such as computer equipment, etc.

 

State of the Station reports:  Item held over from previous meeting.  MOVED (Campbell) / SECOND (Stratford) that all on-air Reports to the Listener or State of the Station reports include conflicting opinions of board activity on the air.  Speer asked if that wouldn’t constitute a State of the Board report rather than that of the station.  Kennedy referred to the code of ethics and its admonition that all board members publicly support decisions made by the board majority.  Stover pointed out that the last Report to the Listener was very typical, consisting of reports by the President, Chief Engineer, Program Director and Executive Director on the state of the station itself, and made no mention of board disagreements from any side, nor was it a political report but rather a news report by department heads, in a manner similar to that employed at KPFA and other stations.   He added that at no time was the report used to discuss policy of the board.   Withers called for question.  MOTION FAILED.

 

Definition of membership/by-laws revision: Item held over from last meeting.  As a point of order, Withers requested that future agenda items be submitted in the form of a motion or a declarative statement, including background information regarding precisely what will be discussed and why.

MOTION (Dworkin) / SECOND  (Kennedy) to establish a standing by-laws committee to consider revisions.  Kennedy pointed out that the by-laws do provide for by-laws to be considered and adopted by the board without a membership meeting.  MOTION PASSED.  Stover agreed to chair the committee. Kennedy and Campbell volunteered to serve as committeemembers.

 

Status of Web site with FFCF domain designation: Item held over from last meeting.  Vavoulis requested that the Community Radio Coalition be asked to cease and desist from using the “FFCF” designation in it’s domain name (www.ffcf.net) and materials, because it causes confusion to the public as to whether it represents the Fresno Free College Foundation.   Campbell stated that Alan Barbour was responsible for the Web site.   MOVED / (Campbell) SECOND (Munce) the Board send a letter to Barbour asking him to cease and desist from using the Foundation’s initials on the site.  Speer noted that substantial confusion had been created by the domain name, citing communications with several webmasters in the Bay Area who indicated they were led to believe that ffcf.net was the official KFCF location and numerous phone calls had to be made to revert these to the official www.kfcf.org link.   It was also stated that the ffcf.net had been submitted to numerous search engines as the KFCF Web site.  Speer volunteered to write the letter.  MOTION PASSED.

 

NEW BUSINESS

Appointment of 25th Anniversary committee:  Withers said as this year marks the 25th anniversary of KFCF a committee should be established to begin planning commemoration activities.  MOVED (Speer) / SECOND (Munce) to establish a 25th Anniversary committee.  MOTION PASSED.  Speer agreed to chair.  Stratford and Bedoian agreed to serve as committee members.

 

Use of mailing list for CSU Summer Arts program:  Board agreed by consensus to give access to, but not a copy of, the membership list for use in publicizing the CSU Summer Arts Program at CSU, Fresno.

 

PNN teach-in:  Speer reported she had been contacted by Vince Ivory of Los Angeles that KPFK supporters were sponsoring a teach-in featuring former Pacifica Network News staff members Dan Coughlin and Verna Avery Brown.  Ivory inquired if KFCF would be interested in sponsoring a similar event in Fresno.  Speer agreed to investigate the possibility of holding a Fresno teach-in as part of the Distinguished Speakers Series and report back.

 

Petition for board elections:  MOVED (Campbell) / SECOND (Dworkin) to accept petitions calling for board elections on May 1 as presented by Campbell.  Kennedy said the petition needs to define who is to be elected as the current board is legally seated.  Kennedy also took exception to the fact that at the previous board meeting, it was agreed to solicit new members until May 1 to establish a firm membership list before considering any action.  Speer pointed out that some petitions contained differing dates for an election, and some had been altered, most were undated, and many of the signatories were declaring membership simultaneously with signing the petitions, rather than filing an application with the Foundation, as also had been agreed needed to be done at the previous meeting.  Campbell stated that given the number of community members who signed petitions, their wishes should be honored regardless and new elections scheduled.  Withers stated that one reason for submitting applications was to have valid signatures on file to compare to legal documents such as proxies or petitions.  Another is to certify the member is at least 16 years of age, as required in the by-laws.  Kennedy said he feels some housekeeping is called for to create staggered terms.  It was asked how it was the present board was elected to 3-year terms without being staggered.  Withers explained that the previous board had failed to hold elections long after the expiration of terms, creating all new terms of 3-years when elections were finally held in November, 1999.  Salazar asked why, given the number of signatures submitted, elections couldn’t simply be held.  Speer explained that there are no vacant seats to elect.  Kennedy pointed out that for elections to be lawful, the present terms would have to expire, or board members removed.   If elections are not held in a lawful manner, it will be up to the Superior Court to sort out.  Stover said that mechanisms are in place through the California Corporate Code and Foundation by-laws for elections to take place, and that while 5 percent of the membership may indeed ask for a special membership meeting to be held, it cannot call for elections without first calling to remove one or all of the board members.  Once removal of board members takes place, elections may be held to replace them Campbell asked if the proper form would be to collect petitions asking for a special meeting in order to recall the board, and it was agreed that it would.  Vavoulis called for the question.   A division of the house was called, and a roll call vote requested.  Voting for motion:  Campbell, Dworkin, Salazar, and Stratford.  Voting against motion:  Amarkhanian, Kennedy, Munce, Speer, Stover, and Vavoulis. MOTION FAILED.

 

Campbell then distributed a petition among the audience asking for a special meeting and asked that it be accepted by the Board.  Withers argued a lawful purpose for holding a special meeting must be stated. Kennedy noted that no action may be taken on a second petition unless the action was specified in the agenda.  Kennedy also noted that the petition cannot be accepted by the board until signatures and memberships are determined to be valid. He recommended that be done and petition can be accepted at the next meeting.

ADJOURNMENT:  MOVED (Munce) / SECOND (Stover) to adjourn at 9:20 p.