FRESNO FREE COLLEGE FOUNDATION
Board of Directors
(Unofficial)
January 5, 2000
Meeting called to order by Rych Withers at approximately 7:45 p.m. at the Center for Non-Violence, 985 N. Van Ness Ave., Fresno, Calif.
Present: Sari Dworkin, Bruce Kennedy, Robert Munce, Dixie Salazar, Deborah Speer, Kent Stratford, Rand Stover, Alex Vavoulis, Rych Withers. Arrived late: Ben Amirkhanian.
A determination of quorum was made.
1.) ELECTION OF OFFICERS.The following were elected executive officers of the Fresno Free College Foundation Board of Directors: Rych Withers, President; Sari Dworkin, Vice President; Ben Amirkhanian, Treasurer and Deborah Speer, Secretary.
2.) MINUTES.Minutes of the October 19, 1999 Board meeting and the November 30, 1999 Members meeting were approved.
3.) FINANCIAL REPORT.KFCF Executive Director Vic Bedoian distributed general and operating Financial Statements to Board members. Bedoian added that of approximately $36,000 dollars pledged during the October marathon, approximately $22,000 had been received.
MOVED/SECOND/PASSED to accept the financial statement.
4.) DETERMINATION OF TIE-BREAKER FOR REMAINING BOARD SEAT. Kennedy reported on various legal means of resolving the tie between Catherine Campbell and Alex Roselli for the 11th Board position resulting from the 11/30/99 election. Roselli withdrew his nomination, and Campbell was seated.
5.) KFCF LISTENER SURVEY.Bedoian reported that 188 surveys have to date been returned, of which 58 indicated a preference for more local programming, 13 preferred less, 76 preferred no change, and 41 gave no answer. Of the 58 wishing more local programming, 19 included written comments. Most written comments expressed a wish for some increase in local public affairs and arts programming. KFCF has obtained software enabling the survey results to be tabulated into a database, along with written comments. Barbara DeVinney offered to assist volunteers with tabulating the results.
6.) MEETING WITH KPFA PROGRAM COMMITTEE. Stover and Bedoian gave a report on their meeting last week of their meeting with members of the KPFA Program Committee. Stover reports that there is much interest among KPFA staff in development of more cooperative and joint projects with KFCF, better promotion of Central Valley events and the potential for “triggering” local insertion of electronic announcements of Valley events over KPFA’s Bay Area announcements. KPFA interim General Manager Jim Bennett indicated there would be technical difficulties in triggering timed events due to various lengths of KPFA promos. Withers and Stover volunteered to look into technical requirements in order to smooth out those difficulties. Bennett reports that KPFA staff is “guardedly optimistic” regarding its relationship with the Pacifica Foundation, and is encouraged by the addition of Tomas Moran to the Pacifica National Board. Bedoian reported that KPFA News Director Aileen Alfandary welcomes more “news tips” emanating from the KFCF listening area, and has offered to conduct short-term training to enable KFCF to submit news reports from local reporters.Of special interest to KPFA are youth and Asian community issues, which may be submitted though Susan Stone or Weyland Southon, and local music/cultural stories and issues, which may be submitted through Doug Edwards.
7.) PROGRAM DIRECTOR’S REPORT.Stover reported that 15-20 program proposals have been approved by the Program Committee and submitted for final approval. Stover submitted a proposal for discussion use only that included 11 new programs for possible insertion during the 4-5 p.m. slot currently occupied by KPFA’s “Hard Knock Radio.” Campbell objected on grounds that of the 11 programs under discussion, only six had been discussed by the Program Committee. Much discussion ensued regarding the proper role of the KFCF Program Director in programming, including the legitimacy of Stover’s appointment to the position. Vavoulis reported that Stover was appointed by the Board of Directors in June, 1975 and serves at the Board’s pleasure until he voluntarily resigns or is removed by the Board. Speer questioned the ability of new board members to cast informed votes due to lack of information from the programming committee and the previous board as regards an agreed-upon process to for programming changes.
M/S/PASSED to table report until new directors have the opportunity for orientation, to gather information regarding the roles of the programming committee and program director
8.) PUBLIC NOTICE OF FOUNDATION MEETINGS AND EVENTS. Salazar requested, and Withers and Speer agreed, that Board meetings be posted on the KFCF.ORG website. Bedoian offered to place a recorded message on the KFCF office answering machine announcing public meeting notices. Campbell and Salazar requested future Board meetings be broadcast on KFCF as a service to listeners outside of the immediate Fresno area. Discussion centered on the benefit to outlying listeners, and the appropriate use of airtime to broadcast several hours of meetings which could be complicated by recesses for executive sessions, and the effect broadcast might have on the willingness of board and gallery members to speak frankly on contentious issues and personnel matters. Discussion on the viability of recording meetings for later broadcast.
M/S/FAILED
to broadcast all Board of Directors meetings on KFCF.
M/S/PASSED to tape record all future meetings of the Board of Directors.
Campbell and Speer volunteered responsibility for recording of meetings.
9.) NEW BOARD ELECTIONS. Discussion of setting a date for a Special Election in three months to elect a new Board, on the grounds that some members felt the use of 15 proxies at the 11/30/99 election constituted an illegitimate election. Campbell stated that members were not notified of their right to vote by proxy and did not know of that right. Speer stated that the Foundation by-laws provide for use of proxies in order for legal members to exercise their vote in the event they cannot physically attend election meetings due to distance or other circumstances, and that all members, particularly Board members were responsible for reading and knowing the contents of the Foundation’s rules. Stratford stated that as a result of a by-law change approved at the 11/30/99 meeting, there were now approximately 1,200 voting members of the Foundation; whereas 97 were legal to vote at said meeting, and a new election would be appropriate to include the new members.
M/S/FAILED
to call for new Board elections in three months.
10.) ADVISORY COMMITTEE FORMATION. Discussion of the possibility of forming a community advisory committee similar to Pacifica’s Local Advisory Board. Campbell and Salazar stated the responsibilities of such a committee would include nomination of Board members from its ranks and advisement to the Board on all matters including programming. Bedoian explained that the function of Pacifica’s LABs are to serve as liaisons between the listeners and the stations, as subscribers are not voting members of the Pacifica Foundation; provide nominations to the Pacifica National Board but do not have a role in either programming or financial matters of the stations. Vavoulis noted that such a committee was not called for in the case of KFCF, as subscribers now have full voting rights and may nominate and elect Board members without need of intermediary bodies. Salazar volunteered to research the role and function of Pacifica LABs and report back at the next meeting.
11.) OBLIGATIONS OF BOARD MEMBERS. Discussion of conflict of interest matters, including immediate removal of Board members for conflicts, disclosure of conflicts or recusal from voting on issues because of conflicts of interest including employment with a radio station, personal financial stake including investment of more than $100 in Foundation assets or being a programmer. Speer asked if a contractual relationship had ever been established between Stover and the Foundation. Stover reported he and former Foundation President Doug Noll had worked on a contract, but it was not completed. Withers stated that Campbell had volunteered to draw up a promissory note between the Foundation and Stover but did not submit one. Campbell said she had not yet written one, but would now do so.
M/S/FAILED that Board members shall have no personal financial stake or programming or holding nor shall hold jobs with any other radio station.
12.) NEW BOARD MEMBER ORIENTATION.Will take place Feb. 13, 2000 at the KFCF office on Wishon Ave.
13.) DATE AND LOCATION OF NEXT BOARD MEETING. The next Board meeting shall take place February 23 from 7:30 – 9:30 p.m. at a location to be determined.
14.) NEW BUSINESS.
M/S/PASSED to give KFCF Executive Director Vic Bedoian a raise in the amount of $200 per month.
Vavoulis questioned Campbell whether the use of copyrighted material from the KFCF.ORG website was being used appropriately by the Community Radio Coalition on its own website.Campbell responded that anyone could claim a domain by being the first to register it. Speer noted the question was not about the domain name, but the use of material that contained a legal copyright mark. The issue was left unresolved.
Withers presented a copy of the North Bay for KPFA Folio, recently published. Discussion of the Folio was tabled.
15.) ADJOURNMENT. M/S/PASSED to adjourn meeting at approximately 10:45 p.m.