M I N U T E S
Fresno Free College Foundation Board of Directors
April 25, 2000
Call to Order: Meeting called to order at 7:15 p.m. at the Center For Non-Violence, 985 N. Van Ness Ave., Fresno, California.
Determination of Quorum: Ben Amhirkanian, Catherine Campbell, Sari Dworkin, Bruce Kennedy, Robert Munce, Dixie Salazar, Deborah Speer, Rand Stover, Kent Stratford, Alex Vavoulis and Rych Withers present.
Approval of Minutes: MOVED (Dworkin) / SECONDED (Vavoulis) to accept minutes. APPROVED.
REPORTS:
President’s report: No report.
Financial report: KFCF Executive Director Vic Bedoian distributed the most recent P&L statements, the most recent annual report compiled by Foundation accountant Sharmayne Sikora and a list of office inventory. Vavoulis inquired if the Foundation is paying rent to Stover for the use of his studios by KFCF. Bedoian replied that it is not.
Program Director’s report: KFCF Program Director Rand Stover distributed a list of inventory of Foundation owned equipment necessary for broadcast that is being used by the Foundation at Stover’s studios to broadcast KFCF. Campbell asked if promotional copies of albums and CDs belong to Stover or the Foundation. Stover replied that the records/tapes and CDs’ material located at Stover’s studio belong to him, but are available for use by KFCF.The promotional material located at the Foundation offices belong to the Foundation. Campbell asked Stover what the Foundation owes Stover for equipment. Stover replied that the Foundation owes him approximately $10,000 for the installation last year of a new transmitter.
PNN stringer’s strike teach-in:Speer reported that due to transportation and housing issues and the previous scheduling of similar events in Los Angeles and San Francisco on consecutive days,it was decided to try to schedule another event later in the year.
OLD BUSINESS:
Board member Code of Ethics: Speer reported that as a sample Code of Ethics previously distributed to new board members by Barbara Devinney has been cited in various discussions, the board should decide whether or not to formally adopt itCampbell asked to amend the Code to remove the provision discouraging “public criticism of fellow board members or their opinions, in or out of the board room.” Dworkin asked to include in any motion to accept the Code as an “aspirational goal.”MOTION (Campbell) / SECOND (Dworkin) to amend Code to remove section barring public criticism of other board members and to establish the Code as an “aspirational goal.” Campbell further AMENDED to eliminate provision stating the board members should “respect and support the majority decisions of the Board.” MOTION PASSED.
NEW BUSINESS:
Resolution regarding recall and election procedures, process and dates: Speer introduced a resolution establishing procedures and dates for holding recall and board elections by mail ballot for discussion purposes. Much discussion ensued regarding who wrote the document and the appropriateness of prior to a special election, and because a mail ballot enables members living at great distances from Fresno to participate in the process, it would be inherently a more democratic process than for such elections to take place at a meeting which not all members would be able to attend. Speer noted that the mail process eliminates the need for proxy voting, as all members would receive ballots and have the opportunity to vote by mail. Campbell asked to remove introductory language she considered biased. Discussion over what constitutes democratic process. Discussion regarding cutoff dates to establish membership for the purpose of sending notice. Campbell objected that as a lawyer and member of the Community Radio Coalition she had been given ample opportunity for input or discussion of the proposed resolution. Kennedy suggested that the resolution be tabled in order to give all parties ample time to read and make suggestions to the resolution, provided that the board members submitting a recall petition also agree to withdraw the petition for an equal amount of time. MOTION (Campbell) / SECOND (Speer) to reconvene May 9 for the purpose of further discussion of the resolution and to resubmit a petition for special meeting. MOTION APPROVED.
MOTION (Munce) / SECOND (Vavoulis) to fix adjournment at 9 p.m.
MOTION (Dworkin)
/ SECOND (Campbell) to table all
election-related agenda items to May 9 meeting. MOTION APPROVED.
Rand Stover’s contractual relationship with Foundation and establishment of payment plan for monies due Stover: Campbell reported that Doug Noll had given her copies of a “memorandum of understanding” that was still being negotiated between Noll and Stover at the time of the KPFA lockout in July 1999. Stover said he did not have a copy of the memorandum from that date. Campbell said she had several, and cited conditions allegedly demanded by Stover, which Stover denied. Speer objected on grounds that the document being referred to had never been presented to the board, and referred to staff, financial and legal matters appropriate for discussion in executive session. Campbell said she would produce a copy of the document for Stover. It was established that the Foundation had previously agreed to reimburse Stover for the cost of a new transmitter, cited at $10,000. A transmitter fund had been established for the purpose of repaying Stover and contains approximately $5,000. MOTION (Campbell) / SECOND (Dworkin) to pay Stover all monies in the transmitter fund immediately. MOTION (Munce) / SECONDED ( Kennedy) to table motion until specific amounts owed and in transmitter fund can be presented. MOTION FAILED. Question called. Campbell/Dworkin MOTION PASSED.
Discussion of date and speaker for annual banquet: Consensus to table item to next meeting.
MOTION (Dworkin) / SECOND (Kennedy) to adjourn. MOTION PASSED.
Meeting adjourned at 8:56 p.m.
Respectfully submitted,
Deborah Speer
Secretary