19October2018

Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 

Minutes
Redwood Community Radio Board of Directors
August 13, 2018, 2:00 pm
Heart of the Redwoods Community Hospice, Garberville CA

II. Roll call
BOARD-APPOINTED: Mark Marchese, Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS: President Jimmy Durchslag, Eden Goldberg

STATION MANAGER: Cynthia Click

ABSENT: Zac Gonzales

GUESTS: Chanin, Michael McKaskle

III. Approval of July minutes
Bier apologized for failing to bring to the meeting hard copies of the latest draft of July minutes. Starck moved to table. behr seconded. Marchese, Doyka, behr, Bier, Starck, Scudder, Durchslag and Goldberg voted yea. Passed unanimously.
IV. Approval of agenda
Starck moved approval. behr seconded. Passed unanimously.
V. Open time
Chanin spoke to the station's financial situation, saying that expenses needed to be cut, sharply. She suggested that the underwriting representative be paid on commission and volunteered to help plan staff reorganization following the departure of the current representative.
VII. Management report
Click said she was seeking a third filing extension from the Corporation for Public Broadcasting. Dan Murphy, Nate Horning and Allison Kolb will temporarily take on the underwriting duties. The station's accountant, Gayle Arnoul, has quit.

VIII. Finance committee report
Scudder described the station's financial situation as day-to-day, although the upcoming payroll was covered. She noted that overall expenses are down 20 to 22 percent over the past two years. Starck added that many bills are overdue.
IX. Old business
A. Pay for lunch breaks (please see attached)
A letter opposing the move and signed by all station staff members was passed around. Some Board members expressed confusion over the wording of item #4. Starck moved sending the draft back to the Policy Committee for further work, with the idea that leaving the building for lunch would not be paid. Goldberg seconded. Passed unanimously.
B. Website launch date
There was nothing to report.
C. Employee handbook
Starck moved to table until a fully-edited version is available. Durchslag seconded. Passed unanimously.
X. New business
A. Mid-year budget revision
Discussion revolved around salaries and funding for emergency services, building maintenance and the website. Scudder pointed out that membership drive and sustaining membership income projections had been reduced. Bier moved to accept the revised budget. Durchslag seconded. Bier, Durchslag, behr, Doyka and Scudder voted aye. Marchese and Starck voted nay. Goldberg abstained. The motion passed.
B. Gift acceptance policy (please see attached)
Although there was general agreement to the draft, members wanted to see the "guidelines" referred to in the fifth paragraph. Goldberg moved to send back to the Policy Committee. behr seconded. Passed unanimously.

C. Budget proposals for lawn events
Durchslag moved setting a $1,600 budget for four events. Doyka seconded. Passed unanimously.
XI. Committee reports
A. Programmer representatives
B. Member representatives
C. Community Advisory Board (CAB) - Siena Klein
D. Correspondence Secretary - Doyka
E. Development - Durchslag
F. Membership Drive - behr
Behr reported that recruitment of volunteers was underway, with success already in lining up good food.
G. Policy - Bier
H. Mediation - Doyka
XII. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA. Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Monday, September 10, 2:00 pm, Hospice of
the Redwoods
Packet items due August 29
Finance Monday, August 27, 10:00 am
Development/Membership Monday, August 27, 12:30 pm
Drive
Policy Wednesday, August 29, 11:00 am
Executive Wednesday, August 29, 12:00 pm

XIII. Closed session - Personnel
Click and Starck will research hiring a new accountant.

ATTACHMENTS
Item IX.A
Policy on Pay for Lunch Breaks

1. Lunch breaks are unpaid.
2. Employees must be relieved of all duty during their meal breaks (i.e., they must be work-free), and management must relinquish total control over employees. If management does not relinquish control, the employees are considered "on duty" and the meal period is considered as paid time worked.
3. Employees must be permitted to leave the work premises during their lunch. If they are not permitted, then the lunch is considered "on duty" and it is counted as time worked.
4. Employees who work six hours or less in a day may agree to waive their meal breaks. If they worked no more than 12 hours in a day, they can agree to waive only their second meal break, but not their first.

Item X.A
Gift Acceptance Policy
Purpose
The purpose of this statement is to articulate the policies of Redwood Community Radio (RCR) concerning the acceptance of charitable gifts.
Policy
RCR accepts unrestricted donations of cash or publicly-traded securities.
For other types of gifts, the RCR Board will accept them on a case-by-case basis.
Our guiding principles behind accepting gifts are that they:
" Must not come with financial or legal liabilities to the station without thorough consideration of those liabilities;
" Must not violate our mission, vision or bylaws.
Certain gifts must be reviewed prior to acceptance due to the special obligations or liabilities they may pose on Redwood Community Radio. These include real property, personal property, in-kind gifts, non-liquid securities, and contributions whose sources are not transparent. Please refer to detailed guidelines.
Donations whose use is restricted in some manner will also be carefully reviewed before being accepted.
Gifts of in-kind services will be accepted at the discretion of KMUD management.

Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 
 
Minutes
Redwood Community Radio Board of Directors
July 9, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
 
II. Roll call
BOARD-APPOINTED: Mark Marchese, Correspondence Secretary Christine Doyka
MEMBER REPS: Vice President Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS:  President Jimmy Durchslag, Eden Goldberg
 
STATION MANAGER:  Cynthia Click
 
ABSENT:  behr, Secretary Rob Bier, Zac Gonzales
 
GUEST:  Jama Chaplin
 
III. Approval of June minutes
Starck moved approval of the June minutes, with the following corrections: (V.) the last sentence of Betty Miller's statement was changed to clarify her and Bonnie Blackberry's intentions; (VIII.) an erroneous statement about expected income was deleted from the Finance Committee report; (IX.C) behr and Click were added as members of the Finance Committee; (X.B) the statement concerning contractors was reworded.  Doyka seconded the motion.  Marchese, Doyka, Starck, Scudder, Durchslag and Goldberg voted yea.  Passed unanimously.
IV. Approval of agenda
Starck moved approval of the agenda with the addition of an item under New Business: B. Mediation Committee appointments.  Passed unanimously.
V. Open time
With the goal of financial transparency in mind, Jama Chaplin offered to make sure that Board packets make it to the Public File.  It would also be important that the financial statements make it into each packet.  The Board thanked her.
VI. Consent calendar
A. Policy on Board votes listed by name in minutes
Starck moved approval of the policy.  Goldberg seconded.  Starck, Goldberg, Scudder and Durchslag voted aye.  Marchese and Doyka voted nay.  Motion passed.
VII. Management report
Click reported that Julia Minton may have the missing safe deposit box keys.  She will inquire.
VIII. Finance committee report
IX. Old business
A. Board orientation
The possibility of a September date was proposed.  Nothing was set.
B. Employee handbook
Still under production, about halfway done.
C. Committee memberships
No action
X. New business
A. Changing Pledge Drives to Membership Drives
Starck moved approval of the name change.  Scudder seconded.  Passed unanimously.
B. Mediation Committee Appointments
Confusion emerged regarding the process for selecting members.  Doyka said she would check with current members.  Scudder moved to table.  Starck seconded.  Passed unanimously.
XI. Committee reports
XII. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Tuesday, Aug. 13, 2:00 pm, Hospice
Policy schedule upon Bier's return
Executive schedule upon Bier's return
Finance Tuesday, July 17, 10:00 am
Development Tuesday, July 17, 12:30 pm
XIII. Closed session - Personnel
 
Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 
 
Minutes
Redwood Community Radio Board of Directors
September 10, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
II. Roll call
BOARD-APPOINTED: Correspondence Secretary Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Vice President Sarah Starck
PROGRAMMER REPS:  President Jimmy Durchslag 
STATION MANAGER:  Cynthia Click
ABSENT: Mark Marchese, Treasurer Sarah Scudder, Zac Gonzales, Eden Goldberg
GUESTS:  Lynn Harrington, James “Duff” Ficklin
 
III. Approval of July and August minutes
Bier moved approval of the minutes with the following changes: 1) Substitute July item III. Open Time summary with the following: “With the goal of financial transparency in mind, Chaplin offered to make sure that Board packets make it to the Public File.  It would also be important that the financial statements make it into each packet.  The Board thanked Chaplin.”  2) Under July item VI. Consent Calendar, add “Policy on” to the title of item A and add “of the policy” following “Starck moved approval.”  3) Correct spelling of Gayle Arnoul’s name in August item VII.  4)  Under August item XIII., substitute “research hiring” for “hire.”  behr seconded.  Doyka, behr, Bier, Starck, Durchslag voted aye.  The motion passed.
IV. Approval of agenda
Starck moved substituting “Board member resignation, replacement” for item C. under New Business and adding “Board retreat” as item G under Old Business.  Durchslag seconded.  Passed unanimously.  Starck moved approval of the amended agenda.  behr seconded.  Passed unanimously.
VI. Management report
There was discussion of finally opening the safe deposit box (which was empty) and consensus agreement to continue renting it.  Due to an oversight, the California Secretary of State has suspended RCR’s non-profit status for failure to file form SI100.  Click said she expected to resolve the problem.  She said that the duties of the vacated underwriting position were being covered, but with some difficulty.  Regarding a meeting with the station’s auditor, Stacey Edgmon, behr suggested a new contract.  Starck advised holding that in abeyance pending the meeting.
VII. Finance Committee report
Starck said that the station’s financial condition is much better than it was a year earlier, thanks primarily to budget cuts and accounting changes.  Several members expressed concern about underwriting income; Click said it was holding up.
VIII. Old business
A. Affirm approval of annual audit
Doyka moved to table, pending the meeting with the auditor.  behr seconded.  Passed unanimously.
B. Mediation Committee membership
Doyka reported that the committee consists of Siena Klein, Maria Savage, Jim Lamport, Margaret Lewis and herself, as chair.  There is a question regarding Paul Encimer as a member.
C. Website
Click said she would have a bid for the next Board meeting.
D. Employee Handbook
A final copy will be sent to Board members.
E. Gift acceptance policy and guidelines (please see attached)
Starck moved acceptance of the proposed policy with the following changes: 1) Strike “& Guidelines” from the title.  2)  Strike “Please refer to detailed guidelines.” from the fifth paragraph.  behr seconded.  Doyka, behr, Starck and Durchslag voted aye.  Bier voted nay.  Motion passed.  Goes to October consent calendar.
F. Policy on pay for staff lunch breaks (please see attached)
Bier moved adoption.  Doyka seconded.  Passed unanimously.  Goes to October consent calendar.
G. Board and staff retreat
A potential Board and staff retreat was discussed favorably.  Durchslag suggested it would be a good occasion to sort out some specific staff tasks that could be handled by volunteers.  Click said she would explore dates in October or later.
IX, New Business
A. Use of reserve funds
Some Members questioned the need create a new policy.  It was agreed to use current policy.
B. Addition to Board binders (please see attached)
Doyka moved adoption.  Bier seconded.  Passed unanimously.  Goes to October consent calendar.
C. Board member resignation, replacement
Programmer Representative Zac “Doopi” Gonzales informed the Board by email that he was resigning his seat.  Ficklin expressed his willingness to serve out Gonzales’ term.  Durchslag moved the appointment.  behr seconded.  Passed unanimously.
X. Committee reports
F. Membership Drive – behr
Ficklin questioned the sums being established for receiving thank-you gifts in return for donations, saying they ought to be lower.
XI. Committee meeting schedule
Board of Directors Monday, October 8, 2:00 pm, Hospice
Finance Tuesday, September 18, 2:00 pm
Development Tuesday, September 18, 4:00 pm
Membership Drive Tuesday, September 18, 4:00 pm
Policy Wednesday, September 26, 11:00 am
Executive Wednesday, September 26, 12:00 pm
Board talk show Wednesday, October 10, 7:00 pm
XII. Closed session – Personnel
 
 
ATTACHMENTS
 
Item VII.E
Gift Acceptance Policy & Guidelines
Purpose
The purpose of this statement is to articulate the policies of Redwood Community Radio (RCR) concerning the acceptance of charitable gifts.
Policy
RCR accepts unrestricted donations of cash or publicly-traded securities.  
For other types of gifts, the RCR Board will accept them on a case-by-case basis.  
Our guiding principles behind accepting gifts are that they:
Must not come with financial or legal liabilities to the station without thorough consideration of those liabilities;
Must not violate our mission, vision or bylaws.
Certain gifts must be reviewed prior to acceptance due to the special obligations or liabilities they may pose on Redwood Community Radio.  These include real property, personal property, in-kind gifts, non-liquid securities, and contributions whose sources are not transparent.  Please refer to detailed guidelines.  
Donations whose use is restricted in some manner will also be carefully reviewed before being accepted.  
Gifts of in-kind services will be accepted at the discretion of KMUD management.
 
[The following is not policy.  It is intended as guidance when RCR management and Board committees are considering whether and how to accept a donation.  At all times, the best guidance is common sense and informed judgment.]
RCR Guidelines for Considering Acceptance of Donations
Gifts in Memoriam
In the event donations are made to Redwood Community Radio in memory of someone, that money should be considered general operating funds unless restricted otherwise. 
Donor Advisory
Redwood Community Radio does not provide legal, financial, tax compliance or other professional advice to donors.  While staff may provide Redwood Community Radio with gift illustrations and marketing collateral, donors will be advised in writing to seek the assistance of their own legal counsel or other professional advisors in matters relating to the legal, tax and estate planning consequences of a proposed gift to RCR.
Redwood Community Radio, its staff and representatives should endeavor to assist donors in accomplishing their philanthropic objectives in providing support to the station.  Information concerning all transactions between a donor and RCR should be held by the station in confidence.  Redwood Community Radio should respect the wishes of donors wishing to support the station anonymously and should take reasonable steps to safeguard those donors’ identities.
Redwood Community Radio will provide to donors acknowledgments that meet IRS substantiation requirements for property received by a charity as a gift.  However, except for gifts of cash and publicly traded securities, no value should be ascribed to any receipt or other form of substantiation of a gift received by Redwood Community Radio.
Bequests
1. Cash donations of any description may be bequeathed to Redwood Community Radio by a clause in the donor’s will or by a codicil added to the will.  The donor using this method retains full control and use of the asset during their lifetime.  They may alter or revoke their bequest at any time.
2. At the time of the donor’s death, the bequest qualifies as a charitable deduction for estate tax purposes.  The bequest should not, however, provide the donor with any tax advantages during their lifetime, nor should it provide an assured income for donors or their beneficiaries, as other plans might.
3. Unless the bequest is specifically restricted, the Finance Committee should recommend to the Board how the funds should be used.
Life Income Gifts
RCR can accept and enter into a number of life income gift arrangements.
1. A charitable gift annuity is a contract (not a "trust") under which a charity, in return for a transfer of cash, marketable securities or other assets, agrees to pay a fixed amount of money to one or two individuals for their lifetime.  The remainder is then designated for RCR.  Such a plan should be administered by and arranged by a qualified third party, e.g., the Humboldt Area Foundation (HAF).
2. A charitable remainder trust is a trust that provides for a specified distribution, at least annually, to at least one income recipient – not a charity – for a period specified in the trust instrument, with the remainder interest paid to at least one charitable beneficiary.
Planned and Deferred Gifts
1. Official acceptance of all planned and deferred gifts should be made by the Board, based upon the recommendations of the station manager and the Finance and Development Committees.  Only those gifts which are in conformity with the needs of Redwood Community Radio should be accepted. 
2. Redwood Community Radio reserves the right to refuse any gift that is judged to be inconsistent with RCR’s needs or for which the station’s resources are too limited to administer properly.  In addition, only those gifts should be accepted from which disbursements are to be made on a nondiscriminatory basis in conformance with Redwood Community Radio’s diversity and affirmative action practices.
3. Before making a decision, Redwood Community Radio may consult with outside advisors as to the viability of any gift.
RCR accepts gifts on the basis that the primary benefit is to the station rather than to the donor.  Acceptance of gifts that name RCR as trustee or that require RCR to act in any fiduciary capacity require consultation with outside advisors and the approval of the Board of Directors.
Real Property
1. Acceptance of all real estate gifts requires approval by the Board.
2. The donating party should provide to Redwood Community Radio, at the party’s own expense, relevant information regarding the real estate. This could include:
a. A copy of the deed conveying the property to the donor.
b. A copy of the current property tax bill.
c. A preliminary title insurance report.
d. A copy of each promissory note, mortgage, deed of trust, or other liens on the property.
e. A copy of each lease or other contract affecting the property.
f. If the property is income-producing, a copy of the profit and loss statements for the two most recent years.
g. A summary of current insurance coverage for the property.
h. Copies of correspondence with governmental authorities, tenants or prospective purchasers concerning the property.
i. A current market analysis of the property.
j. An environmental site assessment to identify liabilities on owners and operators of real property when hazardous substances have been deposited, stored or released on the property.
k. Documentation of a physical inspection of the property, done by a third-party assessor agreed to by the donor and Redwood Community Radio.
If, after reviewing this information, the Finance and Development Committees determine that the station will be reasonably relieved of legal liability, they can recommend acceptance of the gift to the Board.
Tangible Personal Property
1. Redwood Community Radio may accept tangible personal property gifts with approval from the Finance and Development Committees.
a. Related Use: Station management must determine if the tangible property would be retained by Redwood Community Radio for use in its work.  If so, station management should determine, with the assistance of the Finance and Development Committees, the estimated carrying costs, including insurance, storage, curatorial services, maintenance, etc., for the property.  Station management and staff should also evaluate whether any restrictions on use of the property that are required by the donor are consistent with the institutional needs and values of Redwood Community Radio.
b. Unrelated Use:  If the property will not be retained for use by Redwood Community Radio, the station manager and Development Committee, prior to recommendation, must assess the value and liability such gifts represent to Redwood Community Radio.  Gifts more may be considered for acceptance upon the creation of a plan for selling the property for cash, including the anticipated time frame, marketing expense and contractor costs for the proposed sale.
Retirement Plan Assets
Redwood Community Radio will accept funds it receives as the designated beneficiary of a retirement plan (e.g., an IRA, a 401(k) plan or a defined benefit plan).  Redwood Community Radio should attempt to obtain a copy of the executed designation form that the donor has submitted to the retirement plan administrator to name the station as the beneficiary.
Life Insurance Policies
Donors should be encouraged to name Redwood Community Radio as a primary or contingent beneficiary of their life insurance policies.  Redwood Community Radio should attempt to obtain a copy of documentation naming RCR as the beneficiary of the policy.
Securities (Stock)
1. Redwood Community Radio will assist in the transfer of custody of marketable securities from the donor (or their custodian) to the station.  If the securities are to be mailed, the stock certificates should be mailed separately from the signed stock power with signature guaranty.  If the share certificates are hand-delivered, the stock power may be attached.  If the securities are in street name, the donor’s broker may transfer them to a brokerage account designated by Redwood Community Radio.
a. If the donor is a member of the RCR board or staff, the Finance Committee should determine whether the sale of the securities might be restricted under Rule 144 or other provisions of securities law.
Gifts of marketable securities should be accounted for at their value on the date the gift is sold.
Redwood Community Radio should instruct its brokers that all marketable securities will be sold upon receipt.  Station management and the Board may override this guideline and direct that the securities should not be sold, following consultation with the Finance Committee and, if needed, other advisory bodies.
Gifts of closely-held stock (i.e., stock that is not regularly traded on an established national exchange such as NYSE or NASDAQ) may not be accepted without prior approval by the Board, upon recommendation by station management and the Development Committee.  Due process in applying criteria for evaluating the salability of closely-held stock, including consideration for the time said stock can be sold and evaluation of the UBTI consequences relating to Subchapter S corporation stock, should be exercised prior to Board approval.
Interests in Partnerships & LLCs
RCR should accept neither general partner interests nor stakes in limited liability companies as gifts.  Consideration to these types of gifts should be given only:
When a determination has been made (with the advice of legal counsel) that RCR will not incur liability as a result of holding this asset, and 
That the purpose of said company is in alignment with the mission and values of the station.  
No consideration should be made to partnership in companies that might require RCR to contribute funds or make capital call contributions.
 
Item VII.E
Policy on pay for staff lunches
 
Employees shall not be paid for lunches if they leave the premises for that purpose unless authorized otherwise.  Lunches shall be for one half hour unless employees obtain approval for a longer lunch break.
 
Item IX.B
Proposed inclusion for Board binders
 
Questions About Finances
Board and Management: What to ask and why
What is the cash flow?
Cash Flow is very important for Board and Management to inquire about. The account to look at is always the Bank Account, that is where cash is recorded.
What is the bottom line?
Each month and year the Profit or Loss Statement shows the bottom line (profit or loss) for the period of time.
This is important to know if income is higher or lower than expenses for that time period.
What is the Annual Budget for expenses and are we staying within the projections?
The Budget To Actual Document (spreadsheet) should be kept up-to-date with monthly numbers from the cash P/L to determine if budget is being met.
Are income projections being met? And if not, what can be reduced in the expenses to reflect less income?  What other income sources could be utilized?
Checking the Budget to Actual Document, if overall income is significantly less than the projections, non-fixed expenses should be reduced to off set less income.
Are we regularly checking the accrual numbers of the Profit/Loss statement and comparing to the cash actual numbers?
Since we are required to report accrual, these numbers should also be regularly checked to see if they meet our expectations.
Are there any anomalies when looking at budget-to-actual on a monthly comparison?
If a column that usually has expenses shows none or significantly less, why is that so, what has changed?
Are the payroll taxes and workers' compensation payments up to date?
Check the monthly expense accounts for these specific payments.
Payroll Taxes are paid every payroll and Workers' Comp is paid quarterly.
Is there money in a reserve account?   If so, under what circumstances can it be used?
If money is set aside for specific expenses, that should not be used in the general operating fund. A clear outline of what and when the reserve can be spent should be approved by the Board.
If money is allocated out of the reserve, the Board should have it on the agenda for approval before the funds are spent.
Is payroll within budgeted guideline?
Is there cash flow to meet payroll?
These should be monitored regularly by the station manager and the Board. If projections of cash flow are low, reducing staff hours should preempt a negative bank balance.
What income is coming in soon?
Development Committee and Finance Committee reports should reflect upcoming income.
 
Submitted by Sarah Starck, 9/1/18
 
Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 
Minutes
Redwood Community Radio Board of Directors
June 11, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
II. Roll call
BOARD-APPOINTED:  Correspondence Secretary Christine Doyka, behr
MEMBER REPS:  Secretary Rob Bier, Vice President Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS:  President Jimmy Durchslag, Eden Goldberg
 
STATION MANAGER:  Cynthia Click
 
ABSENT:  Zac Gonzales, Mark Marchese
 
GUEST:  Betty Miller
 
III. Approval of April and May minutes
Durchslag moved approval of the April minutes.  Doyka seconded.  Doyka, behr, Bier, Starck, Scudder and Durchslag voted yea; Goldberg abstained.  Motion passed.
Durchslag moved approval of the May minutes.  behr seconded.  Vote was the same as on previous motion.  Motion passed.
IV. Approval of agenda
Durchslag moved approval of the proposed agenda with the elimination of items A and B under XIII. Closed Session - Personnel.  Bier seconded.  Passed unanimously.
V. Open time 
Miller recapped the May 17 Citizens Advisory Board meeting.  She said they had obtained a geographical distribution of station membership and asked for a similar breakdown of income and of where programmers and engineers live.  She was assured that the CAB could have time, if requested, on Board talk shows.  She said that she and Bonnie Blackberry would meet with Click about forming a news department advisory group.
 
VI. Consent calendar
A. 5.5.3 Staff lunches shall be unpaid.  [This is the entirety of the proposed policy.] 
Durchslag said he recalled there being more to the proposed policy than was reflected in the agenda item.  Bier said that that was all his notes showed.  Suggesting that it needed more detail, Durchslag moved to table the item and send it back to the Policy Committee.  Bier seconded.  Passed unanimously.
VII. Management report
Click said that the RCR safe deposit box at the Community Credit Union presents a dilemma: no key for it can be found, and it will cost a not-insignificant fee to open.  There was agreement to pay the fee so that the contents may be ascertained and the rental ended.  Members of the Board congratulated Click and all those involved on the fundraising success of both the Block Party and the coffee booth at the Summer Arts and Music Festival.  Click said she expected to have a bid on redesign of the station's Website by the July meeting.  Staff members would have direct access to make changes on it.  There were questions about placing restrictions on some posters and giving access to  members.  Click and several Board members expressed their enthusiastic appreciation to Starck and to Lauren Schmidt for participating in the recent career day at South Fork High School.
VIII. Finance committee report
Scudder reported overall positive developments in the station's expenses, including a $5,000 reduction in staff costs.  Starck reported raising $700 from Miranda merchants to pay emergency preparedness costs.  She urged others to do the same.
IX. Old business
A. Board orientation
September was tentatively set for orientation, August for the Board and staff retreat.  Suggestions were made that the latter be scheduled for two, full days.  Durchslag, behr and Starck volunteered to prepare the Board binders.
 
B. Employee handbook
Click reported that work has begun on this project.
C. Committee memberships
Starck moved that the Development Committee be Durchslag (chair), Click, Allison Kolb, Bud Rogers, Jama Chaplin, behr and herself.  Scudder seconded.  Passed unanimously.  Durchslag moved that the Finance Committee be Scudder (chair), Starck, Michael McKaskle, behr, Click and himself.  behr seconded.  Passed unanimously.  Doyka moved that the Policy Committee be Durchslag, Click and Bier (chair).  Scudder seconded.  Passed unanimously.
X. New business
A. Listing votes by name in minutes
Starck moved that the minutes show by name who voted for and against each motion and who abstained.  List those in unanimous votes only once, unless arrivals and departures alter that list.  Goldberg seconded.  Passed unanimously.
B. Contractors
Click will locate, review and update the contracts for all independent contractors."
C. Gift acceptance policy (please see attachment)
The setting of limits on amounts donated was questioned.  Some were of the opinion that the Board, not staff, should decide on uses for funds in all cases.  Although the Humboldt Area Foundation was mentioned in the draft policy, no formal relationship with it presently exists.  Bier moved tabling the item and sending it back to the Policy Committee.  Starck seconded.  Passed unanimously.
XI. Committee reports
A. Programmer representatives
Durchslag said a programmers meeting would be held June 20 and possibly combined with training for the July tabling drive.
 
G. Policy
Bier suggested that, upon reading through the entire policy manual, there were numerous provisions that are never observed and might best be removed.  He was encouraged to prepare such proposals for presentation at the Board orientation.
H. Mediation
It was suggested to Doyka that the committee advertise to the KMUD community its availability to assist in conflict resolution.
XII. Committee meeting schedule
Board of Directors July 9, 2:00 pm, Hospice
Development June 18, 10:00 am
Finance June 26, 10:00 am
Executive (following Finance)
XIII. Closed session - Personnel
 
ATTACHMENT TO AGENDA
Item X.C
Gift Acceptance Policy
DRAFT 
Purpose
The purpose of this statement is to articulate the policies of Redwood Community Radio (KMUD) concerning the acceptance of charitable gifts.
Policy
RCR accepts donations of cash or publicly-traded securities.  For other types of gifts, RCR will accept them on a case-by-case basis as outlined in the following. Our guiding principles behind accepting gifts are that they:
" Must not come with financial or legal liabilities to the station;
" Must not violate our mission, vision or bylaws.
Certain gifts must be reviewed prior to acceptance due to the special obligations or liabilities they may pose on Redwood Community Radio.  These include real property, personal property, in-kind gifts, non-liquid securities, and contributions whose sources are not transparent or whose use is restricted in some manner.
Gifts of in-kind services will be accepted at the discretion of KMUD staff and management.
Gifts in Memoriam
In the event donations are made to Redwood Community Radio in memory of someone, that money shall be considered general operating funds unless restricted otherwise. 
Donor Advisory
Redwood Community Radio does not provide legal, financial, tax compliance or other professional advice to donors.  While staff may provide Redwood Community Radio with gift illustrations and marketing collateral, donors will be advised in writing to seek the assistance of their own legal counsel or other professional advisors in matters relating to the legal, tax and estate planning consequences of a proposed gift to RCR.
Redwood Community Radio, its staff and representatives shall endeavor to assist donors in accomplishing their philanthropic objectives in providing support to the station.  Information concerning all transactions between a donor and RCR shall be held by the station in confidence.  Redwood Community Radio shall respect the wishes of donors wishing to support the station anonymously and shall take reasonable steps to safeguard those donors' identities.
Redwood Community Radio will provide to donors acknowledgments that meet IRS substantiation requirements for property received by a charity as a gift.  However, except for gifts of cash and publicly traded securities, no value shall be ascribed to any receipt or other form of substantiation of a gift received by Redwood Community Radio.
Bequests
1. Cash donations of any description may be bequeathed to Redwood Community Radio by a clause in the donor's will or by a codicil added to the will.  The donor using this method retains full control and use of the asset during their lifetime.  They may alter or revoke their bequest at any time.
2. At the time of the donor's death, the bequest qualifies as a charitable deduction for estate tax purposes.  The bequest may not, however, provide the donor with any tax advantages during their lifetime, nor may it provide an assured income for donors or their beneficiaries, as other plans might.
3. Unless specifically restricted, the RCR Finance Committee shall recommend the use of funds to the Board.
a. A general-purpose guideline would be to allocate bequests in such a way that:  1/3 is designated for special projects (not operating) that have already been prioritized (e.g., emergency broadcast equipment, building repairs, etc.); 1/3 is designated for equipment repair and replacement, and 1/3 is designated for reserves.
b. Care should be taken in assessing RCR's financial needs and how a bequest may best serve them.  Gifts should be considered on a case-by-case basis.
Life Income Gifts
Through RCR's endowment with the Humboldt Area Foundation (HAF), RCR can accept and enter into a number of life income gift arrangements.
1. A charitable gift annuity (CGA) is a contract (not a "trust") under which a charity, in return for a transfer of cash, marketable securities or other assets, agrees to pay a fixed amount of money to one or two individuals for their lifetime.  The remainder is then designated for RCR's endowment. 
a. This plan shall be administered by and arranged by the Humboldt Area Foundation.
b. The minimum gift accepted for this program is $25,000, and the minimum age of the annuitant is 60.  A deferred CGA may be set up for a participant aged 55 years or older.
2. A charitable remainder trust (CRT) is a trust that provides for a specified distribution, at least annually, to at least one income recipient - not a charity - for a period specified in the trust instrument, with the remainder interest paid to at least one charitable beneficiary.  For HAF to serve as trustee, 50 percent of the charitable remainder value must be designated to RCR to add to its existing endowment.  The remaining 50 percent may be directly distributed to RCR.
a. This plan shall be administered by and arranged by the Humboldt Area Foundation.
b. The minimum gift accepted for this program is $100,000, and the minimum age of the beneficiary is 55 years or older.
Planned and Deferred Gifts
1. Official acceptance of all planned and deferred gifts will be made by the Board, based upon the recommendations of the station manager and the Finance and Development Committees.  Only those gifts which are in conformity with the needs of Redwood Community Radio will be accepted. 
2. Redwood Community Radio reserves the right to refuse any gift that is judged to be inconsistent with RCR's needs or for which the station's resources are too limited to administer properly.  In addition, only those gifts are to be accepted from which disbursements are to be made on a nondiscriminatory basis in conformance with Redwood Community Radio's diversity and affirmative action practices.
3. Before making a decision, Redwood Community Radio may consult with advisors at the Humboldt Area Foundation as to the viability of any gift.
RCR accepts gifts on the basis that the primary benefit is to the station rather than to the donor.  Acceptance of gifts that name RCR as trustee or that require RCR to act in any fiduciary capacity require consultation with the Humboldt Area Foundation and the approval of the Board of Directors.
Real Property
1. Acceptance of all real estate gifts requires approval by the Board.
2. The donating party shall provide to Redwood Community Radio, at the party's own expense, relevant information regarding the real estate, including:
a. A copy of the deed conveying the property to the donor.
b. A copy of the current property tax bill.
c. A preliminary title insurance report.
d. A copy of each promissory note, mortgage, deed of trust, or other liens on the property.
e. A copy of each lease or other contract affecting the property.
f. If the property is income-producing, a copy of the profit and loss statements for the two most recent years.
g. A summary of current insurance coverage for the property.
h. Copies of correspondence with governmental authorities, tenants or prospective purchasers concerning the property.
i. A current market analysis of the property.
j. An environmental site assessment to identify liabilities on owners and operators of real property when hazardous substances have been deposited, stored or released on the property.
k. Documentation of a physical inspection of the property, done by a third-party assessor agreed to by the donor and Redwood Community Radio.
If, after reviewing this information, the Finance and Development Committees determine that the sale of the real property is likely to provide Redwood Community Radio in excess of $100,000 and that the station will be reasonably relieved of legal liability, they shall recommend acceptance of the gift to the Board.  The committees may also choose to recommend acceptance of a gift of lesser value.
Redwood Community Radio shall not accept gifts of personal residences subject to the donor's retained life state without the recommendation of the Humboldt Area Foundation as the administrator of an applicable life income gift program.
Tangible Personal Property
1. Redwood Community Radio may accept tangible personal property gifts with approval from the Development Committee, on recommendation by the station manager and station staff.
a. Related Use: Station management and staff must determine if the tangible property would be retained by Redwood Community Radio for use in its work.  If so, station management and staff shall determine, with the assistance of the Finance and Development Committees, the estimated carrying costs, including insurance, storage, curatorial services, maintenance, etc., for the property.  Station management and staff shall also evaluate whether any restrictions on use of the property that are required by the donor are consistent with the institutional needs and values of Redwood Community Radio.
b. Unrelated Use:  If the property will not be retained for use by Redwood Community Radio, the station manager and Development Committee, prior to recommendation, must assess the value and liability such gifts represent to Redwood Community Radio.  Gifts valued at $50,000 or more may be considered for acceptance upon the creation of a plan for selling the property for cash, including the anticipated time frame, marketing expense, and contractor costs for the proposed sale.
 
Retirement Plan Assets
Redwood Community Radio will accept funds it receives as the designated beneficiary of a retirement plan (e.g., an IRA, a 401(k) plan or a defined benefit plan).  Redwood Community Radio should attempt to obtain a copy of the executed designation form that the donor has submitted to the retirement plan administrator to name the station as the beneficiary.
Life Insurance Policies
Donors shall be encouraged to name Redwood Community Radio as a primary or contingent beneficiary of their life insurance policies.  Redwood Community Radio should attempt to obtain a copy of documentation naming RCR as the beneficiary of the policy.
Securities (Stock)
1. Redwood Community Radio will assist in the transfer of custody of marketable securities from the donor (or their custodian) to the station.  If the securities are to be mailed, the stock certificates should be mailed separately from the signed stock power with signature guaranty.  If the share certificates are hand-delivered, the stock power may be attached.  If the securities are in street name, the donor's broker may transfer them to a brokerage account designated by Redwood Community Radio.
a. If the donor is a member of the RCR board or staff, the Finance Committee shall determine whether the sale of the securities might be restricted under Rule 144 or other provisions of securities law.
Gifts of marketable securities shall be accounted for at their value on the date the gift is sold.
Redwood Community Radio shall instruct its brokers that all marketable securities will be sold upon receipt.  Station management is authorized to override this general rule and direct that the securities should not be sold, following consultation with the Finance Committee and, if needed, other advisory bodies.
Gifts of closely-held stock (i.e., stock that is not regularly traded on an established national exchange such as NYSE or NASDAQ) may not be accepted without prior approval by the Board, upon recommendation by station management and the Development Committee.  Gifts of closely held stock should be of at least $100,000 in value for consideration.  Due process in applying criteria for evaluating the salability of closely-held stock, including consideration for the time said stock can be sold and evaluation of the UBTI consequences relating to Subchapter S corporation stock, shall be exercised prior to Board approval.
 
Interests in Partnerships & LLCs
RCR shall accept neither general partner interests nor stakes in limited liability companies as gifts.  Consideration to these types of gifts shall be given only:
" When the minimum amount of said gift is at least $250,000; 
" When a determination has been made (with the advice of legal counsel) that RCR will not incur liability as a result of holding this asset, and 
" That the purpose of said company is in alignment with the mission and values of the station.  
No consideration shall be made to partnership in companies that might require RCR to contribute funds or make capital call contributions.
 
 
 
Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 
Minutes
Redwood Community Radio Board of Directors
May 7, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
II. Roll call
BOARD-APPOINTED: Christine Doyka, behr
MEMBER REPS: Secretary Rob Bier, Sarah Starck, Treasurer Sarah Scudder
PROGRAMMER REPS: President Jimmy Durchslag
 
STATION MANAGER:  Cynthia Click
 
ABSENT: Mark Marchese, Vice President Zac Gonzales, Eden Goldberg
 
GUESTS:  Michael McKaskle, Chanin, Mark Sternfield
 
III. Approval of April minutes
Durchslag moved to table.  Bier seconded.  Passed unanimously.
IV. Approval of agenda
Doyka moved approval.  Starck seconded.  Passed unanimously.
V. Open time 
Chanin expressed her support for Click and the Board as they work on restructuring staff responsibilities and revising the budget.
McKaskle said the station needs a volunteer coordinator and that station programmers should be solicited for help with station projects.
VI. Management report
Click reported that the annual audit is still pending; she has obtained an extension through July 15 from CPB.  The FCC EEO audit has been completed and uploaded to the public files for KMUD and KMUE.  
VII. Finance Committee report
Starck distributed, to the Board as well as to guests, a 2018 budget with proposed changes approved at the May 1 committee meeting.    Scudder summarized the cuts, which included a $49,000 reduction in anticipated subscription revenues and a $22,679.54 cut in salaries and employer costs, i.e., payroll taxes and workers compensation.  [A copy of this document is posted at the station.]  Scudder moved adoption of the revised budget.  Starck seconded.  Passed unanimously.
VII. Old business
A. Committee chairs and memberships
The following volunteered to chair the respective committees: behr, Pledge Drive; Scudder, Finance; Bier, Policy; Durchslag, Development; Doyka, Mediation.  Bier moved approval of these choices.  Starck seconded.  Passed unanimously.
B. Employee handbook
There was no progress to report.
C. Reschedule Board orientation
Deferred to next meeting.
D. 2018 Budget
See VII.
VIII. New business
A. Election of officers
The following volunteered to serve in the indicated offices:  President, Durchslag; Vice President, Starck; Treasurer, Scudder; Secretary, Bier; Correspondence Secretary, Doyka.  Bier moved appointment of officers as stated.  Starck seconded.  Passed unanimously.
B. Policy on staff lunches
Durchslag moved that staff lunches be unpaid as a matter of policy..  Scudder seconded.  Passed unanimously.
C. Conduct of meetings (please see attachment)
Doyka moved adoption of the draft statement, with addition of the following sentence at the beginning:  "Each committee is expected to submit a report following each meeting."  Durchslag seconded.  Passed unanimously.
 
D. Broadcast equipment insurance
Starck moved that RCR purchase the offered coverage, to be paid on an installment basis, unless less expensive insurance could be found before May 15, the expiration date of the offer.  Doyka seconded.  Passed unanimously.
IX. Committee reports
B. Member representatives
Starck asked Board members to be certain they saw recent communications from Betty Miller and Kelley Lincoln.
C. Community Advisory Board (CAB) - Siena Klein
Bier was asked to copy Klein on the new meeting guidance.
E. Development - 
Durchslag recapped plans for a tabling drive in early July.
G. Policy - Bier
Bier agreed to undertake a draft gift acceptance policy.
X. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Monday, June 11, 2:00 pm, Hospice
Packet materials due June 1.
Finance Wednesday, May 30, 11:00 am
Development Wednesday, May 30, 1:30 pm
Executive Wednesday, May 30, 3:00 pm
XI. Closed session - Personnel
A. Staff restructuring plan
 
ATTACHMENT TO AGENDA
ITEM IX.C
Guidance for the Conduct of RCR Meetings
(per Sarah Starck)
 
The committee chair sets the agenda and times for each item, as well as  facilitating the meeting.  Before the meeting begins, a note taker (secretary) is identified and attendees are noted.  The meeting is conducted so that one person speaks at a time.  The chair keeps meeting points on topic and within the times set.
 
The next meeting's agenda points and ongoing discussions are noted for follow-up.
 
After every meeting recommendations, proposals, and/or reports are written by the committee chair or someone delegated to do so. The written notes are submitted to the Station Manager, who can report to BOD if deemed appropriate.
 
Reports are written in the format below, using all that apply, without being limited to this list:
 
DATE:
TITLE:
COMMITTEE CHAIR:
SECRETARY: 
AGENDA:
ATTENDANCE:
NOTES:
RECOMMENDATIONS:
PROPOSALS:
NEXT MEETING AGENDA:
 
Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 
 Minutes
Redwood Community Radio Board of Directors
April 9, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, Garberville CA
 
II. Roll call
BOARD-APPOINTED: Treasurer Sarah Scudder, Mark Marchese, Christine Doyka
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS:  President Jimmy Durchslag, Vice President Zac Gonzales, Eden Goldberg
 
STATION MANAGER:  Cynthia Click
 
GUESTS:  Michael McKaskle, behr, Bonnie Blackberry, Johanna Johnson, Charlotte Silverstein
 
III. Approval of March minutes
Bier moved approval with changes.  Doyka seconded.  Approved with eight yea votes, one abstention. 
IV. Approval of agenda
Scudder moved approval.  Durchslag seconded.  Approved with eight yea votes, one abstention.
V. Seating of new Board Members
Sarah Scudder was seated as a member representative.  Jimmy Durchslag began his second term as a programmer representative.  The Board thanked outgoing member representative Maria Savage for her service.
VI. Appointment and seating of Board-selected Member
behr presented her record of participation in RCR activities, especially since last fall.   Starck moved appointing behr.  Durchslag seconded.  Click made a strong endorsement.  Savage also declared herself in favor.   behr was elected with seven yea votes, one nay vote.
VII. Open time 
Johnson recommended a 10 percent cut in staff pay, along with a 10 percent reduction in hours.
Silverstein pointed to the example of how the Hospice raises much of its funds with two, gala annual fundraising events, making the point that RCR must figure out other ways to raise funds.  She also asked the Board, as it considers budget cuts, to have care and consideration in how it treats station staff.
 
VIII. Management report
Click reported on the FCC EEO audit, saying that staff turnover is a concern, although self-dealing is not.  She said she will have a lawyer review the document at the same time it is sent.  
IX. Finance Committee report
X. Old business
A. Employee handbook
Click reported that there has been no progress.
XI. New business
A. Responsibilities for Board packet
Scudder moved that the packet be made the Secretary's responsibility.  Starck seconded.  Passed unanimously.
B. Committee chairs and memberships
Scudder moved deferral until the May meeting of officer elections and considerations of committee chairs and memberships (item XI.C).  behr seconded.  Passed unanimously.
C. Board retreat and training
April 24 was set for the annual Board orientation and training.
XII. Committee reports
A. Programmer representatives
Durchslag said there would be a programmers meeting soon following the pledge drive.  Click suggested four a year, scheduled well in advance.
F. Development 
Durchslag moved setting a $6,050 budget limit for the May 26 Block Party.  Bier seconded.  Passed with six yea votes, two nay, one abstention.
 
XIII. Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors May 7, 2:00 pm, Hospice
Board Talk Show Wednesday, April 11, 7:00 pm
Finance Monday, April 16, 1:00 pm
Pledge Drive/Development Monday, April 16, 3:00 pm
Policy Wednesday, April 18, 11:30 am, Calico's upstairs
Executive Wednesday, April 18, 12:00 pm, Calico's upstairs
XIV. Closed session - Personnel
The Board held an extended discussion of possible steps that could be taken to respond to the shortfall in fundraising seen in the just-completed pledge drive.  No official actions were taken.  The station manager was given support for several interim measures.  The office would be closed on Friday, and there would be no newscast, weather, class ads or community calendar that day.  Staff hours would be cut across the board.  This was seen as preferable to cutting positions.  A Management Support Team meeting was set for April 19 to continue the discussion and to work on identifying other cost-cutting measures.
 
Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 
Minutes
Redwood Community Radio Board of Directors
March 19, 2:00 pm
Heart of the Redwoods Community Hospice, Garberville CA
 
Roll call
 
BOARD-APPOINTED: Christine Doyka, Mark Marchese
MEMBER REPS: Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, Vice President Zac  Gonzales, Eden Goldberg
 
STATION MANAGER:  Cynthia Click
 
ABSENT: Treasurer Sarah Scudder, Maria Savage
 
GUESTS: none
 
Approval of February minutes 
Bier moved approval.   Doyka seconded.  Passed unanimously.
Approval of agenda
Durchslag moved approval, with the addition of a closed session (personnel) at the end of the meeting.  Starck seconded.  Passed unanimously.
Management report
Click reported that the Public File has been uploaded to the FCC, although some forms are missing because the FCC has not made them available.  There has been some difficulty with the FCC's EEO audit, but the station is in no danger as Click is working it out.  Two news aides have been taken on:  Tanya Horlick and Robert Butler.
Old business
Board elections:  Scudder is the only candidate for the member representative seat, Durchslag the only one for programmer rep.  It was agreed to air a notice soliciting applicants for the Board-appointed seat.  It was also agreed to move consideration of the Board-appointed member to closed session at the next meeting.
Programmers agreement:  No action.  Should not appear on future agendas.
Employee handbook:  Click reported finding a less expensive alternative to the program she described last month.
Committee reports
Programmer representatives:  Gonzales will notify programmers of status of choosing programmer rep.  A programmers' meeting will be held shortly following the pledge drive.
Pledge Drive:  Click announced that two, new laptops have been purchased for the drive.  There was some discussion of challenges with the Silent Drive.
 
Committee meeting schedule
Unless otherwise noted, all meeting take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Monday, April 9, 2:00 pm, Hospice
Packet items due March 30
Pledge Drive Thursday, March 29, 1:00 pm
Executive Wednesday, March 28, 12:00 pm, Calico's upstairs
Finance Tuesday, March 27, 1:00 pm
Development Tuesday, March 27, 3:00 pm
 
 
Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 
Minutes
 
Redwood Community Radio Board of Directors
February 12, 2018, 2:00 pm
 Heart of the Redwoods Community Hospice, 464 Maple Lane, Garberville CA
 
Roll call
BOARD-APPOINTED: Treasurer Sarah Scudder, Mark Marchese, Christine Doyka
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS:  President Jimmy Durchslag, Vice President Zac Gonzales, Eden Goldberg
 
STATION MANAGER:  Cynthia Click
 
GUESTS:  behr, Katie McGuire, Michael McKaskle
 
Approval of December and January minutes
Bier moved adoption of both sets of minutes.  Doyka seconded.  Passed unanimously.
Approval of agenda
Doyka moved adoption.  Savage seconded.  Passed unanimously.
Open time 
behr recommended that the station conduct a practice FCC inspection.  McGuire reported that 11 persons attended the CAB recent meeting and that notes for the Board would be forthcoming.
Consent calendar
Changes to Policy Manual 2.4 Board Committees (Please see attachment.)
Bier moved adoption.  Marchese seconded.  Passed unanimously.
Finance committee report
No budget-to-actual report was provided.  This led to an extended discussion of this chronic problem, ending with no resolution.
 
Old business
Elections
Scudder said she had changed her mind about running for the member representative seat.  That left no member rep candidates and one programmer, Durchslag.  
New business
Sexual harassment policy and training
Training is planned for staff and others on Thursday, Feb. 15.  Model policy has been edited by Bier for consistency with RCR.  He said he would distribute a copy to all Board members for their comments prior to the planned training.
Programmers agreement
Still pending
Employee handbook
Click distributed a table of contents from a model employee handbook.  After a brief discussion, consensus was to proceed with developing the document.
Ecstatic dance Earth Day event
Board expressed its support for this event proposed by Goldberg.
Committee reports
Development - Savage
See report.
Pledge Drive - Durchslag
See report.
 
Committee meeting schedule
Unless otherwise noted, all meetings take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board of Directors Monday, March 12, 2:00 pm, Hospice of the
Redwoods
[Board reports due Friday, March 2, COB]
Pledge Drive February 14, 3:00 pm
Policy February 20, 11:00 am, Calico's upstairs
Executive February 20, 12:00 pm, Calico's upstairs
Finance February 27, 1:00 pm
Development February 27, 3:00 pm
I.
Closed session - Personnel
The Board voted to restore Jama Chaplin to the status of volunteer in good standing.  The vote was six yeas, two nays, one abstention.
…………………………………………….
ATTACHMENT TO AGENDA, CONSENT CALENDAR
Deleted language is lined-out.  New language is underlined.
 
2.4 BOARD COMMITTEES
2.4.1 Standing Committees
The Board presently has four five standing committees: Development, Finance, Policy, and Mediation and Pledge Drive. Standing committees include at least one Board member who is the Board-appointed chair. The chairperson of each committee will submit a list of committee members to the Board for approval. Members may be added as recommended by the committee chairperson and are subject to Board approval. Membership of the Board committees will be reviewed annually in the month following the seating of new Board members.
 
Committees draw up their own goals, rules, and definitions to implement the Board's broad plan. Committees report to the Board, which accepts, rejects or modifies their recommendations.  Standing committees can have subcommittees at their discretion. Special committees have a limited project or timeframe. Committee expenditures shall be budgeted and approved ahead of time by the Board. Management's committees, such as the Program Selection and Review Council, are advisory to and defined by management.
 
2.4.2 Pledge Drive Coordinating Committee
The spring and fall on-air pledge drives shall be organized by a coordinating committee of paid and unpaid staff and volunteers. This committee will be a subcommittee of work closely with the Development Committee.
 
The committee will be empowered to provide direction as to themes; create the Silent Drive letter, and organize the many volunteers it takes to staff the pledge drive for the agreed-upon length of the campaign. The committee will determine the length of the drive and when to end the drive.
 
The committee will conduct trainings for volunteers and staff in the skills needed to pitch, produce and coordinate the daily work of the drive.
 
 [The following section is all new.]
 
2.4.3 Development Committee  
 
The Development Committee shall consist of five or more people: one Board-appointed chairperson, at least one other Board member, the Station Manager, the Development Coordinator and at least one other person.
 
Responsibilities of this committee are to develop fundraising activities for RCR. This includes events, tabling campaigns, marketing strategies, merchandising and inventory, promotions, advertising campaigns, and all fundraising in general. This committee will follow the general guidelines for events as outlined in the Fundraising Manual. The committee will draw up proposals to be submitted to and approved by the Board of Directors. Progress on all projects will be reported monthly to the Board, including a final report once the project is completed. At the beginning of the year this committee will draw up a calendar to follow for the year.
 
The Development Committee shall work within the annual budget guidelines approved by the Board of Directors. The Development Committee needs to work in parallel with the Finance Committee to increase consistent cash flow while also working within the current financial restrictions dictated by the Finance Committee.
 
Open time shall be available to all guests. Guests can be part of brainstorming process if the Committee members request it. Proposals may be submitted to the Committee in writing or by email for consideration. Recommendations will be clearly outlined and proposed to the Board if deemed relevant by the Committee.
 
If a vote is taken at a meeting, only the members of the Committee will be counted to make final decisions. Guests may be included in a straw poll, and this count will be included in the report to the Board, but not part of a decision making vote.
 
On the occasion that timely decisions need to be made, only the Committee members will participate in a vote to decide how to proceed. This will be clearly reported to the Board with explanation regarding the need for the quick decision.
 
This Committee will take a large role in recruiting, organizing and training volunteers. Volunteer networks shall be created and documented for future reference. Key volunteers will be delegated to and entrusted with coordinating and recruiting other volunteers for particular events or task management. Dependable volunteers will be trusted to work drives, booths, events, tables, etc. Developing solid relationships with dedicated volunteers will be a goal of this committee.
 
 
Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 
Vision Statement: Redwood Community Radio envisions a community of listeners who, guided by the example of RCR programming, work together to create better, more just and sustainable world systems to ensure that all humans and other living species on earth move toward a higher quality of life and are able to survive challenges in the time ahead.
 
Mission: Redwood Community Radio will encourage a communication center of open airways (KMUD) for all voices to inform, educate, entertain and inspire the listening community through quality programming.
 
Minutes
Redwood Community Radio Board of Directors
January 8, 2018, 2:00 pm
Heart of the Redwoods Community Hospice, Garberville CA
 
I. Call to order
 
II. Roll call
 
BOARD-APPOINTED: Treasurer Sarah Scudder, Christine Doyka
MEMBER REPS: Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, Vice President Zac  Gonzales, Eden Goldberg
 
STATION MANAGER:  Cynthia Click
 
ABSENT: Maria Savage, Secretary Rob Bier, Mark Marchese
 
III. Approval of December minutes
Scudder moved to table, there being no draft minutes to consider.  Goldberg seconded.  Passed unanimously.
IV. Approval of agenda
Durchslag moved approval with the addition of CAB appointments under New Business.  Doyka seconded.  Passed unanimously.
V. Open time (No speakers.)
VI. Management report
VII. Finance committee report
 
VIII. Old business
A. Upcoming financial workshop 
Date set as Jan. 11 at 10:00 am, at the station.
General Guidelines for Events (Please see attachment.)
General guidelines for events were drafted by Starck for the fundraising binder.  Starck moved approval.  Goldberg seconded.  Passed unanimously.
B. Annual Membership/Volunteer Appreciation Party planning 
The annual meeting was set for 2:00-4:00 pm, Jan. 21 at the Mateel.  
C. Human Resources Committee proposal
Starck moved creation of a management support team.  Scudder seconded.  Passed unanimously.
IX. New business
A. Policy Proposals (Please see attachment.): Board Committees; Development Committee
 
1. 2.4.1 Standing Committees, 2.4.2  Pledge Drive Committee.  Starck moved adoption.  Goldberg seconded.  Passed unanimously.
2. 2.4.4 Development Committee.  Doyka moved adoption, with minor edits.  Starck seconded.  Passed unanimously.
 
B. Change to Programmers' Agreement
Extended discussion, particularly from the programmer representatives.  Scudder to send discussion notes to Board for creation of an email to be sent to the program directors.
C. CCUSH Credit Card Change
Starck moved removal of Jeanette Todd's name as a signer on the card and the addition of Cynthia Click's.  Goldberg seconded.  Passed unanimously.
D. CAB Appointments
Starck moved appointment of Bonnie Blackberry, Betty Miller and Katie McGuire as Citizens Advisory Board members.  Durchslag seconded.  Passed unanimously.  Corresponding Secretary Doyka will inform CAB Chair Sienna Klein.
 
X. Committee reports
 
XI. Committee meeting schedule
Unless otherwise noted, all meeting take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Board talk show January 10, 7:00 pm, Durchslag and Goldberg
Pledge Drive January 11, 1:00 pm
Board & staff meeting January 16, 10:00 am
Finance January 16, 1:00 pm
Development January 16, 3:00 pm
Executive January 24, noon, Calico's upstairs
Policy January 24, 11:00 am, Calico's upstairs
Board of Directors February 12, 2:00 pm, Community Hospice
 
XII. Closed session: Personnel issues; Review of volunteer standing 
………………………………………………….
Attachments
Item VIII.B. General Guidelines for Events
 
General Guideline for Events shall be as follows:
 
A reasonable amount of time prior to the event, a proposal shall be submitted by the Development Advisory Committee to the Board and Management for approval of the event including all details.
The Budget has to be approved by Board of Directors and Management and must fit into the overall budget for the current year approved by the Board.  After that budget is approved only the money that has been allocated for said event may be spent, unless management approves additional expenditures.
 
The Proposal Needs to Include the Following:
-Staff hours utilized
-Minimum number of volunteers needed
-Volunteer hours needed
-Proposed Budget with potential income target
-Including all other itemized costs
-permits
-insurance
-venue
-food
-bar
-entertainment
-tech
-security
-clean up
-promotion
-etc.
 
Once approved, a timeline of deadlines for applications re: liquor license, road closures, etc. shall be created and submitted to management and the Development Committee.
 
All contracts created must be co-signed by the station manager and kept in an event specific file with all related documents.
-entertainment
-security
-venue
-contracted clean-up
-etc.
 
Networking for volunteers recruitment will begin as soon as possible.
Promotion, marketing, posters, etc. need to be created asap.
 
Keep a list of everything money is spent on: when/where/why/how much/by whom. Have any and all large expenditures pre-approved by management.  Any sponsorships have to be listed with amounts, dates, payment method. It should be noted when they are deposited and by whom.
 
Keep track of all inventory taken to each event, Count everything before and after, Have two people sign off in and out.  This includes merchandise, as well as, food, coffee, drinks, alcohol, etc.
 
Keep track of time spent by staff and volunteers.  Make a schedule of shifts and notes of who shows up and works well and who doesn't.  Each coordinator is responsible for making sure this happens at their booth (drink/bar, kitchen, merchandise table, etc.).  The overall responsibility is held by the main coordinator(s) of the event.
 
Every department/booth/table at an event needs to keep a clear accounting of income per shift using the form provided. Again, each coordinator is responsible for making sure this happens at their booth (drink/bar, kitchen, merch, table, etc.).  The overall responsibility is held by the main coordinator(s) of the event.  Follow the Cash Handling Procedures as outlined in the following paragraph.  
 
Be sure to count the cash you start with and to have two people sign off on it. When shifts change, write down how much cash came in during the shift. Have two people sign off on the count, as well as on how much is left in the cash box for the next shift.  Have each new person sign off on new amount at beginning of their shift, repeat. If there is a person acting as a cash pickup rover, each cash box needs to be logged onto a form signed off on by two people (i.e., who picked it up and who 'released' it) It should note which booth it came from, as well as counted by two people and initialed.  Use the official forms provided by RCR.
 
If tickets/wristbands are sold, a count needs to be done of each one, where it was sold (i.e., in advance or at the door) and exactly how many were given away and to whom.  
 
A clear accounting should be known before the event ever begins.  Keep all receipts together with the list of expenses.  Receipts need to have the signature of the person who paid the charge before being turned in to the bookkeeper. Unapproved expenses will not be reimbursed.
Any and all cash that is paid out at the end of an event needs to be signed off on by the person receiving the money, as well as two KMUD representatives.  
 
Within a week after the event a clear profit/loss needs to be submitted to management, the Development Committee and filed with all of these forms/documents in the event file for future reference.
 
Item IX. A. Proposed Policy Changes
(Additional language is underlined.  Deleted language is lined out.)
2.4 BOARD COMMITTEES 
2.4.1 Standing Committees 
The Board presently has four five standing committees:  Development, Finance, Policy, and Mediation and Pledge Drive.  Standing committees include at least one Board member who is the Board-appointed chair.  The chairperson of each committee will submit a list of committee members to the Board for approval.  Members may be added as recommended by the committee chairperson, and are subjected to Board approval.  Membership of the Board committees will be reviewed annually in the month following the seating on new Board members.
Committees draw up their own goals, rules, and definitions to implement the Board's broad plan. Committees report to the Board, which accepts, rejects or modifies their recommendations. Standing committees can have subcommittees at their discretion. Special committees have a limited project or timeframe.  Committee expenditures shall be budgeted and approved ahead of time by the Board. Management's committees, such as the Program Selection and Review Council, are advisory to and defined by management. 
2.4.9 Pledge Drive Coordinating Committee
 
The spring and fall on-air pledge drives shall be organized by a coordinating committee of paid and unpaid staff and volunteers.  This committee will be a sub-committee of work closely with the Development Committee.
The committee will be empowered to provide direction as to themes, create the Silent Drive letter, and organize the many volunteers it takes to staff the pledge drive for the agreed-upon length of the campaign.  The committee will determine the length of the drive, and when to end the drive.
The committee will conduct trainings for volunteers and staff in the skills needed to pitch, produce and coordinate the daily work of the drive. 
2.4.10 Development Committee   [All new]
The Development Committee shall consist of five or more people:  one Board appointed chairperson, at least one other Board member, the Station Manager, the Development Coordinator, and at least one other person.  
Responsibilities of this Committee are to develop fundraising activities for RCR.  This includes events, tabling campaigns, marketing strategies, merchandising and inventory, promotions, advertising campaigns, and all fundraising in general.  This committee will follow the general guidelines for events as outlined in the Fundraising Manual.  The committee will draw up proposals to be submitted to and approved by the Board of Directors.   Progress on all projects will be reported monthly to the Board including a final report once the project is completed.  At the beginning of the year this committee will draw up a calendar to follow for the year.
The Development Committee shall work within the annual budget guidelines approved by the Board of Directors.  The Development Committee needs to work in parallel with the Finance Committee to increase consistent cash flow while also working within the current financial restrictions dictated by the Finance Committee.  
Open time shall be available to all guests.  Guests can be part of brainstorming process if the Committee members request it.  Proposals may be submitted to the Committee in writing or by email for consideration.  Recommendations will be clearly outlined and proposed to the Board if deemed relevant by the Committee. 
If a vote is taken at a meeting, only the members of the committee will be counted to make final decisions.  Guests may be included in a straw poll, and this count will be included in the report to the Board, but not part of a decision making vote.   
On the occasion that timely decisions need to be made, only the Committee members will participate in a vote to decide how to proceed.  This will be clearly reported to the Board with explanation regarding the need for the quick decision.
This Committee will take a large role in recruiting, organizing, and training volunteers.  Volunteer networks shall be created and documented for future reference.  Key volunteers will be delegated to and entrusted with coordinating and recruiting other volunteers for particular events or task management.  Dependable volunteers will be trusted to work drives, booths, events, tables, etc.  Developing solid relationships with dedicated volunteers will be a goal of this committee.
 
Please note that this plain text version of the minutes does not show the formatting of the original document, such as strike-through, bold, or italicized. For the complete document please download the attached pdf, which you can find at the bottom of this page.
 
Minutes
Redwood Community Radio Board of Directors
December 11, 2017, 3:30 pm
Heart of the Redwoods Community Hospice, Garberville CA
 
Roll call
 
BOARD-APPOINTED: Treasurer Sarah Scudder, Christine Doyka
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, Eden Goldberg
 
STATION MANAGER:  Cynthia Click
 
ABSENT:  Mark Marchese, Vice President Zac  Gonzales
 
GUESTS: Johanna, Denise, behr
 
Approval of November minutes
Doyka moved adoption.  Bier seconded.  Passed unanimously.
Approval of agenda
Bier moved adoption.  Durchslag seconded.  Passed unanimously.
Open Time
Johanna proposed holding a no-cost membership meeting at the station
Management report
There was extended discussion of staff changes.  This included Simon Frech's retirement plans, Ruby Guillette's resignation as membership coordinator, and hiring of a news assistant.  
Old business
A. Approval of 2018 budget
Discussion of staff costs was the principal matter of interest.  Finance Committee members explained how the proposed salary figures were developed.  Durchslag moved approval of the 2018 budget.  Bier seconded.  Passed unanimously.
B. Reschedule financial workshop
Item was deferred until discussion of committee meeting dates.
Finance committee report
Starck discussed the Corporation for Public Broadcasting grant, its expected timing and uses.  behr was given permission to make her Open Time remarks, as requested.  She raised the matter of the expended $50,000 reserve, staff costs, fundraising events.  Starck urged a plan for better utilizing volunteers.  Durchslag pointed out that the most-organized volunteer events are the pledge drives, and that the station has not had its needs met on that score.  behr alleged that former station manager Jeanette Todd drove volunteers away, a matter which she said should be addressed.
New business
A. Elections
Bier volunteered to chair election committee.  Gonzales volunteered to be the programmers' representative.
B. Annual Membership/Volunteer Appreciation Party planning
Durchslag said the studio was too small to host the event.  Click said there was value in the meeting in addition to its being required, and that it only cost RCR $300 last year.
C. Human Resources Committee proposal
Bier and Click agreed to develop language to describe the committee, emphasizing its advisory nature.
Committee reports
Member representatives
Starck said she had received a handout from Betty Miller and that she would email copies to the Board.  There was discussion of participating in the Emerald Cup.  Click and others brought up the unfortunate history of past involvement.
Development
A policy for guiding planning and execution of special events was discussed.  Starck volunteered to draft a policy for the Development Committee's guidance.
Committee meeting schedule
Unless otherwise noted, all meeting take place at KMUD, 1144 Redway Drive, Redway CA.  Persons planning on attending a meeting should confirm beforehand that no changes from this schedule have taken place.
Development December 28, 3:00 pm
Finance December 28, 1:00 pm
Policy January 3, 11:00 am, Calico's upstairs
Executive January 3, 12:00 pm, Calico's upstairs
Board of Directors January 8, 2:00 pm, Hospice of the 
Redwoods
Board talk show January 10, 7:00 pm
Financial workshop January 11, 10:00 am
Pledge Drive January 11, 1:00 pm
Closed session - Personnel
 
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Vision Statement: Redwood Community Radio envisions a community of listeners who, guided by example of RCR programming, work together to create better, more just and sustainable world systems to ensure that all human and other living species on earth move toward higher quality of life and are able to survive the challenges in the times ahead.

Mission Statement: Redwood Community Radio will encourage a communication center of open airways (KMUD) for all voices to inform, educate, entertain and inspire the listening community through quality programming.

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Redwood Community Radio, Inc. • PO Box 135 - 1144 Redway Dr. • Redway, CA 95560 • Office (707) 923-2513 • News (707) 923-2605 • Studio (707) 923-3911