21October2018

Displaying items by tag: board meeting minutes

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
SPECIAL MEETING
Redwood Community Radio Board of Directors
July 6, 2017, 5:30 pm
Healy Senior Center, Redway CA
 
Roll Call
 
BOARD-APPOINTED: Treasurer Sarah Scudder, Corresponding Secretary Christine Doyka
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, Vice President Zack “Doopi” Gonzales, Eden Love
 
STATION MANAGER: Cynthia Click
 
ABSENT: Mark Marchese
 
GUEST: Kelly Lincoln
 
 
Approval of Agenda
 
Starck moved to adopt.  Doyka seconded.  Passed unanimously.
 
 
New Business
 
Annual audit
 
Click detailed problems with the novelty inventory that resulted in some not being accounted for properly.  The dollar amount was not enough to be of concern for the Corporation for Public Broadcasting; procedures are being corrected.  Discussion continued regarding several items that did not appear to match RCR’s own accounting.  Durchslag pointed out that the question before the Board was whether to accept the audit as is; apparent conflicts in accounting methods could be addressed at the next Finance Committee meeting.  
 
Bier moved acceptance of the audit.  Scudder seconded.  Passed with seven yea votes, Starck abstaining.
 
The meeting was adjourned.
 

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 11, 2017, 4:00 pm
KMUD Studios, Redway CA
 
Roll Call
 
BOARD-APPOINTED: Treasurer Sarah Scudder, Corresponding Secretary Christine Doyka
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, Vice President Zack “Doopi” Gonzales, Eden Love
 
STATION MANAGER: Cynthia Click
 
ABSENT: Mark Marchese
 
GUESTS:  behr, Dan Glaser, Kelly Lincoln, Michael McKaskle
 
Approval of June and July 6 Minutes
 
McKaskle asked that his statement about programmers and volunteer time be clarified to state that he believes that for every hour of time spent on the air, programmers should provide an hour of volunteer time.  
Bier moved approval of the June minutes, with McKaskle’s change.  Durchslag seconded.  Passed with seven yeas, one abstention.
Doyka moved approval of the July 6, special meeting minutes.  Durchslag seconded.  Passed unanimously.
 
Approval of Agenda
 
Scudder moved approval.  Savage seconded.  Passed unanimously.
 
Open Time 
 
Concerning the by-laws changes on the agenda, behr asked that they be tabled.  She said that the Board had failed to provide the exact wording of proposed changes twice, which would be in keeping with RCR policy and practice.
 
Consent Calendar
 
Remove two prohibited classes from definition of community member on Mediation Committee (second reading)
 
Scudder moved to table.  Doyka seconded.  Passed with five yea votes, one nay, one abstention.
 
By-laws changes regarding timing of Board elections (second reading)
 
Durchslag moved to table.  Bier seconded.  Passed with seven yeas, one abstention.
 
Management Report
 
Durchslag said he would pursue the matter of accessing and possibly giving up RCR’s safe deposit box at the Southern Humboldt Community Credit Union.  Authorized users currently are a former Board member and a former station manager.
Click reported that ads have been placed for a traffic manager; Brittany Hutcherson is resigning and leaving the area.
 
Finance Committee Report
 
The mid-year budget review will begin by email, then be taken up in the Finance Committee.
The problem of underwriting receivables was discussed.  Some underwriters are thousands of dollars in arrears due to a failure to bill them.  This was caused by RCR’s old database system, which has now been replaced for underwriting purposes.  Click said two of those debts are lost, and one is being worked out.  
Starck asked for a cash-flow statement, in addition to the documents already produced on a regular basis.  She also wants sustaining members split out of the total contributions.  She volunteered to assist Click with the novelty inventory being initiated.  Starck suggested a re-examination of paper mailings, with an eye to using email instead.  For example, pledge payment reminders could be emailed, creating some cost savings.  Sustainers might be excluded from silent drive mailings, which might also be shifted, at least in part, to email.  
 
Old Business
 
Transmission equipment: Cahto Peak and Shelter Cove
 
New Business
 
Changes to 5.5.2, Vacation Policy
Bier moved referral to Click for check into compliance with state law.  Savage seconded.  Passed unanimously.
 
Changes to Compliance Calendar
The document was reviewed, but did not require Board approval.
 
Programmer-candidates for public office
Doyka moved adoption with the final sentence removed.  Love seconded.  Passed unanimously.
 
Committee Reports
 
Programmer Representatives
Durchslag promised to circulate notes on the July 9 programmers meeting.  A discussion ensued regarding special events and their general cost.
 
Development
Savage recapped the input received from Becky Mier, development director at KBOO, Portland.
 
Mediation
Doyka said the committee wanted to provide the Board with a brief demonstration of the mediation process.  It was agreed that 15 minutes would be set aside at a future meeting for this.
 
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 have taken place in this schedule.
 
Board of Directors August 8, 4:00 pm, Healy Senior Center
Development July 20, 11:00 am
Executive July 26, 12:30 pm, Calico’s upstairs
Policy July 26, 11:00 am, Calico’s upstairs
Finance July 20, 1:30 pm
Board Talk Show July 12, 7:00 pm
 
Closed Session – personnel
 
Doyka moved elimination of the volunteer coordinator position.  Starck seconded.  Passed with six yea votes, one nay, one abstention.
 

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
October 10, 2017, 4:00 pm
Healy Senior Center, Redway CA
 
 
Roll call
 
BOARD-APPOINTED: Treasurer Sarah Scudder, Christine Doyka, Mark Marchese
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, Vice President Zac Gonzales, Eden Goldberg
 
ABSENT: Station Manager Cynthia Click
 
Approval of August and September minutes
Bier moved approval of the August minutes.  Doyka seconded.  Passed with seven yea votes, one abstention.  Marchese moved approval of the September minutes.  Bier seconded.  Passed with seven yea  votes, one abstention.
Approval of agenda
Doyka moved approval.  Savage seconded.  Passed unanimously.
Open time 
Michael McKaskle asked that the July minutes be changed to more accurately reflect his remarks made in June.  In discussion, it was agreed that the Secretary could make a three-word correction without requiring formal reapproval by the Board.
Consent Calendar
A. Change Policy Manual Section 5.5.2, Vacation to eliminate annual payouts for unused vacation time and to set standards for accrual. (Please see attachment.)
B. Change Bylaws, Article 3 regarding notification of Members in case of special meetings. (Please see attachment.)
Marchese moved approval.  Gonzales seconded.  Approved unanimously.
Old business
A. Programmers Guide
Bier, Goldberg and Starck volunteered to produce a low-cost programmers guide with advertising.
New business
A. Change Bylaws, Article III, to remove specification of June as time for annual members meeting.
Durchslag moved adoption.  Doyka seconded.  Passed unanimously.
B. Dedicate one day of pledge drive income to the Mateel Community Center.
Marchese opposed the idea of giving an unknown amount of money to the Mateel, saying the Board’s first responsibility was to RCR.  Durchslag said there were other possibilities for showing support for the Mateel.  Scudder moved sending the idea to the Pledge Drive Committee for fleshing out and Board approval by phone.  There were four yea and five nay votes.  The motion failed.  Starck said only cash or credit donations should be given to the Mateel, no pledges.  A concern was raised that FCC or CPB regulations may prohibit such fundraising.  Durchslag moved that 1) all contributions to the Mateel on its day of the drive must be paid-in-full on that day, and 2) the Pledge Drive Committee should develop a detailed plan and proceed.  Bier seconded.  Passed unanimously.
Finance committee report
Scudder said the meeting was devoted primarily to talking with RCR’s external auditor about the most recent audit and other questions.  She said that went very well.  Starck’s proposed changes to bookkeeping procedures will be reviewed by Finance.  Scudder promised a 2018 budget for the November meeting.
Committee reports
Programmer representatives
Durchslag said he was continuing to try organizing a programmers’ meeting, preferably before the pledge drive.
Development – Savage
Report is attached to agenda.
Pledge Drive – Durchslag
He noted that persons making pledges are typically sent only one reminder notice, suggesting various ways of handling that.
Management Evaluation
Durchslag shared en evaluation form for staff members.  He said Click had not yet turned in her self-evaluation and that he expected it soon after her pending return from vacation.
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.
A. Board of Directors November 7, 3:30 pm, Healy Senior Center
B. Development October 26, 3:00 pm
C. Executive October 17, noon, Calico’s upstairs
D. Policy October 17, 11:00 am, Calico’s upstairs
E. Finance October 26, 1:00 pm
F. Pledge Drive 3rd Tuesday, 1:00 pm
G. Board talk show October 11, Bier and Goldberg
 
………………………………
ATTACHMENT TO MINUTES, CONSENT CALENDAR
Deleted language is lined-out.  New language is underlined.
ITEM A, POLICY CHANGE
5.5.2 VACATION
Vacation time accrues for employees (minimum 24 hours per week) from the first day of employment and can be used after the completion of 30 days of employment.  Vacation time must be accrued before it can be used.  The accrual factor is based upon a 40-hour work week.  This would be: five eight days for the first year, 10 days the second year, 15 days after five years and 20 days per year thereafter. Employees who work less than 40 hours will accrue vacation at the appropriate percentage of this rate.  There will be a limit of one year of unused vacation time earnings for the year that the vacation day is based upon. Unused vacation days will be paid out each December.  Vacation accrual will not be carried over, so that every year begins with a clean slate.  Unused vacation days may be carried over to subsequent years, with the proviso that no more days than 1.75 times the employee’s current annual accrual rate may be accrued. Vacation days may only be converted to a cash payout upon separation. RCR strongly encourages each paid employee to use vacation time each year.  The intent is 1) that each employee actually gets an annual rest, and 2) that prolonged absences not negatively impact RCR.  Exempt employees will accrue vacation hours based on actual hours worked.
 
[This policy change will take effect on January 1, 2018.]
ITEM B, BYLAWS CHANGE
Article III. Meetings
…………….
 
Section 4. Special meetings of the Board may be called by the President or three of the Directors. Special meetings of the Board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally, by email or by telephone. Telephone shall be the first method used to attempt to contact Directors. The articles or bylaws may not dispense with notice of a special meeting.
 
ATTACHMENT TO MINUTES, NEW BUSINESS
Deleted language is lined-out.  New language is underlined.
ITEM A, BYLAWS CHANGE
Article III. Meetings
 
Section 1. There shall be an annual meeting of the Members preceding the regular June Board meeting for the purpose of nominating their representatives to the Board of Directors and for conducting other business pertinent to RCR.
Section 2. The Board of Directors may call other meetings of the membership, as needed.
Section 3. The Board of Directors shall meet at regular monthly meetings and as necessary. There shall be a quorum of five Directors to conduct business. The date and time of the upcoming meeting shall be set at the previous meeting.
Section 4. Special meetings of the Board may be called by the President or three of the Directors. Special meetings of the Board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone. Telephone shall be the first method used to attempt to contact Directors. The articles or bylaws may not dispense with notice of a special meeting.
 

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
November 7, 2017, 3:30 pm
KMUD Studios, Redway CA

Roll call

BOARD-APPOINTED: Christine Doyka, Mark Marchese
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag

STATION MANAGER: Cynthia Click

ABSENT: Treasurer Sarah Scudder, Vice President Zac Gonzales, Eden Goldberg

GUESTS: behr, Michael McKaskle, Kelley Lincoln

Approval of October minutes
Marchese moved approval. Savage seconded. Passed unanimously.
Approval of agenda
Starck moved addition to New Business of an item on changes to bookkeeping procedures (contained in the Finance Committee report). Doyka seconded. Passed unanimously. Durchslag moved addition to New Business of a community meeting discussion. Savage seconded. Passed unanimously. Durchslag moved approval of the agenda, as amended. Starck seconded. Passed unanimously.
Consent Calendar
Change Bylaws, Article III, to remove specification of June as time for annual members meeting. (Please see attachment.)
Doyka moved approval. Marchese seconded. Passed unanimously.
Management report
There was an extended discussion of the ongoing Pledge Drive. Click expressed concern, saying she saw low energy and a shortage of volunteers. Durchslag said he had not seen that, that the energy seemed good. Savage also said the energy level seemed good. Click said that in the future, reports from the programming, development and membership departments would be incorporated in her management report and no longer provided separately.
Finance committee report
The report detailed changes made from the 2017 budget in creating the 2018 draft budget. It also contained seven proposals concerning bookkeeping and related financial matters. Not all were deemed as requiring Board approval. Bier moved approval of a change in RCR’s accounting to a modified cash basis. Starck seconded. Passed unanimously. Durchslag moved that all bad debt more than a year old be written off. Starck seconded. Passed unanimously. Starck moved that RCR re-hire its audit accountant, Stacey Edgmon. Doyka seconded. Passed unanimously. Starck moved closure of three checking accounts held at the Southern Humboldt Community Credit Union: “Building Expansion,” #15290; “Full Power Upgrade,” #15268; “New Reserve Fund,” carried on RCR books as 1-1051, with all funds to be re-deposited in RCR’s main account. Doyka seconded. Passed unanimously.
New business
Draft 2018 budget
Bier moved preliminary approval. Marchese seconded. Passed unanimously.
[At this point Kelly Lincoln was permitted to deliver remarks à la “Open Time.” She congratulated the Board on getting old debt out of the budget; raised questions of how trade is treated in the budget; suggested that monthly contributors’ credit cards be used only for one year, then renewed; said she was concerned with how the reserve had been handled in 2016,]
Set workshop on reading financials
This informal review of elementary accounting practices was set for Nov. 21 at 2:00 pm.
Changes to bookkeeping procedures
(Please see “Finance committee report.”)
Community meeting
Meeting was set for Nov. 30, 6:30-8:30 pm, possibly at the Redwood Playhouse. Click will circulate draft agenda to Board.

Committee reports
Programmer representatives
Durchslag reported that some 30 persons showed up for the programmers’ meeting. There was much discussion of the news and station finances. He called it, “a really good meeting.” (See notes in Board packet.)
Management Evaluation
Input has been received from staff members, as well as Click’s self-evaluation. Follow-up meeting will occur soon.
Elections – Durchslag
Bier volunteered to chair the Elections Committee
Committee meeting schedule
Pledge Drive November 15, 1:00 pm
Policy November 28, 11:00 am, Calico’s upstairs
Executive November 28, 12:00 pm, Calico’s upstairs
Finance November 28, 1:00 pm
Development November 28, 3:00 pm
Board of Directors December 11, 3:30 pm, Hospice of the
Redwoods
NOTE: Dec. 11 is a Monday.
…………………………….

ATTACHMENT TO AGENDA, CONSENT CALENDAR
Deleted language is lined-out. New language is underlined.
ITEM A, BYLAWS CHANGE
Article III. Meetings

Section 1. There shall be an annual meeting of the Members preceding the regular June Board meeting for the purpose of nominating their representatives to the Board of Directors and for conducting other business pertinent to RCR.
Section 2. The Board of Directors may call other meetings of the membership, as needed.
Section 3. The Board of Directors shall meet at regular monthly meetings and as necessary. There shall be a quorum of five Directors to conduct business. The date and time of the upcoming meeting shall be set at the previous meeting.
Section 4. Special meetings of the Board may be called by the President or three of the Directors. Special meetings of the Board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone. Telephone shall be the first method used to attempt to contact Directors. The articles or bylaws may not dispense with notice of a special meeting.

 

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 5, 2017, 4:00 pm
Healy Senior Center, Redway 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 Zack “Doopi” Gonzales
 
STATION MANAGER:  Cynthia Click
 
ABSENT: Eden Goldberg
 
GUESTS:  Chanin, behr. Michael McKaskle
 
Approval of August minutes
The “Financial committee report” item contained three erroneous sentences.  Inclusion of the policy manual and bylaws language changes was requested.  Bier moved deferral of minutes.  Scudder seconded.  Passed unanimously.
Approval of agenda
Scudder moved addition of a closed session.  Bier seconded.  Passed unanimously.  Durchslag moved approval of agenda.  Gonzales seconded.  Passed unanimously.
Open time 
McKaskle asked that the August minutes be changed to show that he had recommended  that the item on programmers who become political candidates be changed, substituting “declared” for “filed.”
Consent Calendar (Please see attachments.)
A. Delete contradictory sentence from Section 1.2, Family Membership. 
B. Modify Section 2.5.4.1, Mediation Committee Guidelines and Responsibilities to remove of two prohibited classed from definition of community member for purposes of seat on the Committee.  
C. Modify Section 5.4.6, Termination of Employment to eliminate sentence absolving Station Manager or Board from being required to follow RCR guidelines for termination. 
D. Change By-Laws to remove date-specific language from election requirements in Article V. 
Doyka moved adoption of the Consent Calendar.  Savage seconded.  Passed with seven yea votes, one abstention.
Management report
Click reported that one of two FCC change-of-ownership forms has been completed.  The EOE report is pending.  Pickup of trash along both KMUD-sponsored stretches of US101 is scheduled for September 16.  A trip for two to Grenada has been chosen as the Silent Drive grand prize.
Finance committee report
Scudder explained that she had not fully understood the differences between accrual and cash accounting.  Most RCR spreadsheets have historically been done on an accrual basis, although cash basis accounting can give a better picture of the station’s day-to-day financial status.  More use of cash basis will be made in the future.  Scudder reported that RCR is paid-up on all bills.  Humboldt County has returned $7,000 deposited in connection with a legal matter.  
Approximately $20,000 in underwriting debts must be written off as uncollectable.  Some underwriters were not billed for several months due to an undetected database failure.  Some have refused to pay amounts not billed originally.  Click said that going forward, all underwriters are being required to sign a contract and to pay at least a portion of the amount owed before any announcements can be aired.  The problematic database is about to be replaced.
A discussion of upcoming fundraising events led to agreement that all must be self-funded.  RCR’s cash flow is too tight to permit upfront funding of events.
Starck shared some of her analysis of budgets, including all costs for planned events. She noted the lack of accounting for paid staff time and for volunteer time, items which she said belong in any special event budget.  She proposed creation of a budgetary line item for fundraising events.  Starck suggested that funds for staff time might better be spent elsewhere
Old business (Please see attachments.)
A. Change Policy Manual Section 5.5.2, Vacation to eliminate annual payouts for unused vacation time and to set standards for accrual. 
Starck moved deletion of “full time” from the proposed policy.  Marchese seconded.  Passed with seven yea votes, one abstention.  Scudder then moved approval as amended.  Durchslag seconded.  Passed with six yea votes, one nay vote, one abstention.
B. Possible change in Bylaws, Article 3 regarding notification of Members in case of special meetings. (Please see attachment.)
Scudder moved adoption of the proposed change.  Durchslag seconded.  Passed with six yea votes, one nay vote, one abstention.
New business
A. Change “airways” to “airwaves” in Mission Statement.
After a brief discussion, Durchslag noted a lack of interest in the matter and suggested leaving it.  Members voiced assent.
B. Appoint Management Evaluation Committee.
Durchslag, Doyka and Savage agreed to be on the committee for the station manager’s six-month review.  Durchslag will seek a community member.  Click said she would have her self-evaluation completed for the committee before leaving on vacation later in the month.
Committee reports
Programmer representatives
A meeting will be held prior to the fall pledge drive.
Development
The Arcata Halloween Boogie was set for Sept. 28, a date with no competing events.  Eden Goldberg agreed to be coordinator.  Discussion ranged over the shortcomings of last year’s Boogie and ways to correct them.  Development Director Jeanette Todd emphasized the value this event has in building remunerative business and community relationships.  She urged the Committee to keep RCR’s presence in the north county healthy and on track.  Discussion turned to planned giving, with Todd saying that a planned giving policy is needed before such an effort can proceed.  This would be for the protection both of the station and of prospective donors.  The matter was referred to the Policy Committee.  The idea of a community forum received considerable discussion.  Click is looking for a date following the fall pledge drive.  Improvement of KMUD’s online presence was also discussed.
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 have taken place in this schedule
 
Board of Directors October 10, 4:00 pm, Healy Senior Center
Development/Pledge Drive September 26, 3:00 pm
Executive September 19, 12:00 pm, Calico’s upstairs
Policy September 19, 11:00 am, Calico’s upstairs
Finance September 26, noon
Board Talk Show October 11, 7:00 pm
Board & Staff retreat September 10 & 11, Trinidad
 
ATTACHMENTS TO MINUTES:
 CONSENT CALENDAR, POLICY AND BYLAW CHANGES
 
Deleted language is lined out.  New language is underlined.
CONSENT CALENDAR, ITEM A
1.2 FAMILY MEMBERSHIP 
03/01 
For all subscriptions including and above the family membership category, subscribers will be asked if this is a family membership. Family memberships entitle two people (both names shall be on record) to vote for the membership seat. All family subscribers shall receive two ballots for all elections in which this class of membership has the right to participate.
 
CONSENT CALENDAR, ITEM B
2.5.4.1 MEDIATION COMMITTEE GUIDELINES AND RESPONSIBILITIES
……………..
MEMBERSHIP OF COMMITTEE
The committee is to be composed of five members.  KMUD programmers and volunteers will elect two of these seats. The Board of Directors selects and appoints the remaining three seats made up of one Board member, one community member, and one person of any category at the Board’s discretion. To be considered a “Community Member” a person must not be a KMUD Board member, or programmer or active KMUD volunteer.. The committee may request that a specific sixth member (of any category) be appointed by the Board. 
CONSENT CALENDAR, ITEM C
5.4.6 TERMINATION OF EMPLOYMENT
……………..
 
In any given instance, the appropriate supervising body (RCR Board of Directors or the station manager), at either body’s sole discretion, may elect to not follow the above guidelines for the termination of employment.
 
CONSENT CALENDAR, ITEM D
BYLAWS OF REDWOOD COMMUNITY RADIO
 
Revised October 15, 2015
 
………………
Article V. Nominations for Election to the Board of Directors
 
Section 1. Board candidates shall be nominated by Members from their respective constituencies. Any Member may nominate him- or herself for election.
Section 2. The nomination period for the Programmers’ candidates shall be from May 1 the first day of the month before the Annual Meeting until the close of the last business day (Monday through Friday) in May the month following the Annual Meeting. Ballots shall be mailed to all eligible Programmers by the close of the fifth business day end of the third week in June the month following the end of nominations. Marked ballots must be returned postmarked or by hand by by June 30 the end of that month. Ballots shall be counted by the close of the tenth business day in July the month following the close of voting.
Section 3. The nomination period for the Members’ seat shall be from June 1 until the annual membership meeting in June the first day of the month in which the Annual Meeting is held until the end of the following month. Ballots shall be mailed to all eligible Members by the close of the fifth business day end of the third week in July the month following the close of nominations. Marked ballots must be returned postmarked or by hand by July 31 the end of that month. Ballots shall be counted by the end of the tenth business day in August the month following the close of voting.
Section 4. Ballots for elected Board positions shall be returned by mail to a neutral independent referee to be designated by the Board. The Referee and an Elections Committee to be appointed by the Board shall supervise the counting of the ballots and certify the tally as correct.
Section 5. New Directors shall be seated at the beginning of the regular August  meeting in the month following the close of elections. All expiring Board terms shall be considered to end at the start of the August  after new Members are seated at that Board meeting.
Section 6. The Board shall appoint an Elections Committee, made up of three Directors, who will oversee the election process and will certify the elections at the conclusion of the ballot counting.
 
ATTACHMENT TO MINUTES, OLD BUSINESS
Deleted language is lined-out.  New language is underlined.
ITEM A, POLICY CHANGE
5.5.2 VACATION
Vacation time accrues for employees (minimum 24 hours per week) from the first day of employment and can be used after the completion of 30 days of employment.  Vacation time must be accrued before it can be used.  The accrual factor is based upon a 40-hour work week.  This would be: five eight days for the first year, 10 days the second year, 15 days after five years and 20 days per year thereafter. Employees who work less than 40 hours will accrue vacation at the appropriate percentage of this rate.  There will be a limit of one year of unused vacation time earnings for the year that the vacation day is based upon. Unused vacation days will be paid out each December.  Vacation accrual will not be carried over, so that every year begins with a clean slate.  Unused vacation days may be carried over to subsequent years, with the proviso that no more days than 1.75 times the employee’s current annual accrual rate may be accrued. Vacation days may only be converted to a cash payout upon separation. RCR strongly encourages each paid employee to use vacation time each year.  The intent is 1) that each employee actually gets an annual rest, and 2) that prolonged absences not negatively impact RCR.  Exempt employees will accrue vacation hours based on actual hours worked.
 
[This policy change will take effect on January 1, 2018.]
 
 ITEM B, BYLAWS CHANGE
REDWOOD COMMUNITY RADIO BYLAWS
Article 3.Meetings
…………….
 
Section 4. Special meetings of the Board may be called by the President or three of the Directors. Special meetings of the Board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally, by email or by telephone. Telephone shall be the first method used to attempt to contact Directors. The articles or bylaws may not dispense with notice of a special meeting.
 
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 8, 2017, 3:30 pm
KMUD Studios, Redway 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 Zack “Doopi” Gonzales
 
GUESTS: BR Graham, behr, Michael McKaskle
 
Approval of July minutes
Bier moved approval.  Doyka seconded.  Passed unanimously.
Approval of agenda
Doyka moved approval.  Bier seconded.  Passed unanimously.
Open time
McKaskle asked that the policy change barring programmers from working on-air if they have filed for political office (see Consent Calendar) be changed to substitute “declared” for “filed.”
Consent Calendar
Goldberg moved approval (see attachment) with correction of deleting final sentence, as intended in initial action.  Savage seconded.  Passed unanimously.
Management report
Click reported she is trying to have approximately $5,000 of electrical work completed before the rainy season.  This includes security lighting for the front of the building and repair at the rear of damage where electrical cables enter.  
Durschlag moved holding a closed session at the end of the meeting.  Scudder seconded.  Passed unanimously.
Finance committee report
Starck reported that her review of records showed that while more persons pledge during the fall drive than other times, a smaller percentage of them fulfill those pledges. There was discussion of fundraising events.  Starck said she opposes holding two events in October.  Goldberg favored retaining or even increasing events held in northern Humboldt County.  Savage said that times are changing and everything should be up for reconsideration.  Bier agreed with Starck, asked that there be better accounting of volunteer time spent on events.  Click said she wanted to retain the Oct. 14 date now open at the Mateel Community Center.  Scudder said the Halloween Boogie at the Mateel was important; she suggested the Arcada Halloween party use volunteers from there.  A straw poll on the Arcata event showed two in favor, three opposed and two undecided.  There was agreement to continue the discussion in the Development Committee.
New business
A. Policy and Bylaws changes (see attachments)
1. Delete contradictory sentence from Section 1.2, Family Membership.
Savage moved adoption.  Goldberg seconded.  Passed unanimously.
2. Modify Section 5.5.2, Vacation to eliminate annual payouts for unused vacation time and to set standards for accrual. 
Scudder said the working of the accrual cap was unclear to her.  Durchslag suggested removing the examples.  Bier moved referral back to the Policy Committee.  Scudder seconded.  Passed with five yea votes, one abstention.
3. Modify Section 2.5.4.1, Mediation Committee Guidelines and Responsibilities to remove a prohibited class from the definition of community member for purposes of seat on the Committee.  
Scudder moved approval.  Doyka seconded.  Passed unanimously.
4. Modify Section 5.4.6, Termination of Employment to eliminate sentence absolving Station Manager or Board from being required to follow RCR guidelines for termination. 
Bier moved adoption.  Starck seconded.  Passed unanimously.
5. Change Bylaws to remove date-specific language from election requirements.
Discussion noted that only five days were allowed to mail out ballots following the close of nominations.  Doyka moved adoption with insertion of language so that nominations would close three weeks following the month of the Annual Meeting.  Goldberg seconded.  Passed unanimously.
Committee reports
Pledge Drive (7/27/17)
The committee voted to end the ongoing pledge drive Tuesday, Aug. 1, as planned, unless the total is close to $50,000, in which case it will continue until that goal is met.  During Reggae on the River broadcasts, promos will stress KMUD’s role as a community radio station dependent upon listener support.  Concern was shared over lack of producers, phone answerers and food; slips in communications.  Membership Coordinator Ruby Guilette reported that the online pledge forms were working much better than at their introduction in the previous pledge drive.
Development (7/20/17)
Discussion topics included coffee booths at the Roll on the Mattole and Reggae on the River (ROR), the ongoing pledge drive, and special events.  Members felt that the pledge-drive energy is not very high.  One member said that the live broadcast of ROR “historically has not helped the drive,” adding, “Many people don’t appreciate the live broadcast and would prefer our regular programming during that weekend.”  It was pointed out that this is only the second year the station has had a summer drive, and it is reasonable to hope that it will do better over time.  Concerns from the last programmers’ meeting were reported regarding the time and energy spent staging station events.  There is worry among some about the cost/benefit ratio.  Smaller events were suggested, both low-cost and free.  The benefits of staging events away from KMUD’s immediate vicinity were raised by one member, who said that such occasions “build relationships” that can later translate into underwriting support.
 
Committee meeting schedule
Board of Directors Sept. 5, 3:30 pm, Healy Senior Center
Development Aug. 15, 3:00 pm
Executive Aug. 24, 12:00 pm, Calico’s upstairs
Policy Aug. 24, 11:00 am, Calico’s upstairs
Finance Aug. 15, 1:00 pm
Board talk show Oct. 11
Board & staff meeting Sept. 10-11, Trinidad
Closed session
Discussion revolved around staff responsibilities for special events, pledge drives and underwriting.
…………………….
ATTACHMENT TO MINUTES: 
CONSENT CALENDAR
 
Addition to Programmer’s Agreement, Item 7.F
I understand that as a programmer for a 501[c][3] organization, I cannot, while on-air, endorse (or encourage people to vote for or against) a political candidate or initiative.  If I myself file for election to public office, I must refrain from programming until I am no longer a candidate. 
 
ATTACHMENTS TO MINUTES:
 NEW BUSINESS, POLICY AND BYLAWS CHANGES
 
Deleted language is lined out.  New language is underlined.
ITEM A.1
1.2 FAMILY MEMBERSHIP 
03/01 
For all subscriptions including and above the family membership category, subscribers will be asked if this is a family membership. Family memberships entitle two people (both names shall be on record) to vote for the membership seat. All categories, excepting Business subscriptions, qualify for the family membership, if desired by the Member. All family subscribers shall receive two ballots for all elections in which this class of membership has the right to participate.
 
ITEM A.2
5.5.2 VACATION
 
Vacation time accrues for full time employees (minimum 32 hours per week) from the first day of employment and can be used after the completion of 30 days of employment.  Vacation time must be accrued before it can be used.  The accrual factor is based upon the number of hours worked. For example, for a 40-hour work week this would be: five eight days for the first year, 10 days the second year, 15 days after five years and 20 days per year thereafter. Employees who work less than 40 hours will accrue vacation at the appropriate percentage of this rate.  There will be a limit of one year of unused vacation time earnings for the year that the vacation day is based upon. Unused vacation days will be paid out each December.  Vacation accrual will not be carried over, so that every year begins with a clean slate.  Unused vacation days may be carried over to subsequent years, with the proviso that no more days than 1.75 times the annual accrual rate may be carried over. For example, Sunshine Inc. provides all full-time employees with 10 days of paid vacation each year. Sunshine’s vacation policy has a cap of 1.75 times the annual accrual rate, or 17.5 days (1.75 × 10 days). An employee’s accrued vacation will roll over year to year, but once he or she reaches 17.5 days, no more vacation will accrue until the vacation bank falls below that amount.  Vacation days may only be converted to a cash payout upon separation. RCR strongly encourages each paid employee to use vacation time each year.  The intent is 1) that each employee actually gets an annual rest, and 2) that prolonged absences not negatively impact RCR.  Exempt employees will accrue vacation hours based on actual hours worked. Notification: Employees will communicate with the station manager before approval of vacation plans. The station manager is required to notify the Board of his/her vacation plans before approval.  Four weeks notice is recommended.  Exceptions may be made in unusual circumstances.
 
ITEM A.3
2.5.4.1 MEDIATION COMMITTEE GUIDELINES AND RESPONSIBILITIES
……………..
MEMBERSHIP OF COMMITTEE
The committee is to be composed of five members.  KMUD programmers and volunteers will elect two of these seats. The Board of Directors selects and appoints the remaining three seats made up of one Board member, one community member, and one person of any category at the Board’s discretion. To be considered a “Community Member” a person must not be a KMUD Board member, or programmer or active KMUD volunteer.. The committee may request that a specific sixth member (of any category) be appointed by the Board. 
 
ITEM A.4
5.4.6 TERMINATION OF EMPLOYMENT
……………..
In any given instance, the appropriate supervising body (RCR Board of Directors or the station manager), at either body’s sole discretion, may elect to not follow the above guidelines for the termination of employment.
 
ITEM A.5
BYLAWS OF REDWOOD COMMUNITY RADIO
 
Revised October 15, 2015
………………
Article V. Nominations for Election to the Board of Directors
 
Section 1. Board candidates shall be nominated by Members from their respective constituencies. Any Member may nominate him- or herself for election.
Section 2. The nomination period for the Programmers’ candidates shall be from May 1 the first day of the month before the Annual Meeting until the close of the last business day (Monday through Friday) in May the month following the Annual Meeting. Ballots shall be mailed to all eligible Programmers by the close of the fifth business day end of the third week in June the month following the end of nominations. Marked ballots must be returned postmarked or by hand by by June 30 the end of that month. Ballots shall be counted by the close of the tenth business day in July the month following the close of voting.
Section 3. The nomination period for the Members’ seat shall be from June 1 until the annual membership meeting in June the first day of the month in which the Annual Meeting is held until the end of the following month. Ballots shall be mailed to all eligible Members by the close of the fifth business day end of the third week in July the month following the close of nominations. Marked ballots must be returned postmarked or by hand by July 31 the end of that month. Ballots shall be counted by the end of the tenth business day in August the month following the close of voting.
Section 4. Ballots for elected Board positions shall be returned by mail to a neutral independent referee to be designated by the Board. The Referee and an Elections Committee to be appointed by the Board shall supervise the counting of the ballots and certify the tally as correct.
Section 5. New Directors shall be seated at the beginning of the regular August  meeting in the month following the close of elections. All expiring Board terms shall be considered to end at the start of the August  after new Members are seated at that Board meeting.
Section 6. The Board shall appoint an Elections Committee, made up of three Directors, who will oversee the election process and will certify the elections at the conclusion of the ballot counting.
 

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 11, 2017, 4:00 pm
KMUD Studios, Redway CA
 
Roll Call
 
BOARD-APPOINTED: Treasurer Sarah Scudder, Corresponding Secretary Christine Doyka
MEMBER REPS: Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS: President Jimmy Durchslag, Vice President Zack “Doopi” Gonzales, Eden Love
 
STATION MANAGER: Cynthia Click
 
ABSENT: Mark Marchese
 
GUESTS:  behr, Dan Glaser, Kelly Lincoln, Michael McKaskle
 
Approval of June and July 6 Minutes
 
McKaskle asked that his statement about programmers and volunteer time be clarified to state that he believes that for every hour of time spent on the air, programmers should provide an hour of volunteer time.  
Bier moved approval of the June minutes, with McKaskle’s change.  Durchslag seconded.  Passed with seven yeas, one abstention.
Doyka moved approval of the July 6, special meeting minutes.  Durchslag seconded.  Passed unanimously.
 
Approval of Agenda
 
Scudder moved approval.  Savage seconded.  Passed unanimously.
 
Open Time 
 
Concerning the by-laws changes on the agenda, behr asked that they be tabled.  She said that the Board had failed to provide the exact wording of proposed changes twice, which would be in keeping with RCR policy and practice.
 
Consent Calendar
 
Remove two prohibited classes from definition of community member on Mediation Committee (second reading)
 
Scudder moved to table.  Doyka seconded.  Passed with five yea votes, one nay, one abstention.
 
By-laws changes regarding timing of Board elections (second reading)
 
Durchslag moved to table.  Bier seconded.  Passed with seven yeas, one abstention.
 
Management Report
 
Durchslag said he would pursue the matter of accessing and possibly giving up RCR’s safe deposit box at the Southern Humboldt Community Credit Union.  Authorized users currently are a former Board member and a former station manager.
Click reported that ads have been placed for a traffic manager; Brittany Hutcherson is resigning and leaving the area.
 
Finance Committee Report
 
The mid-year budget review will begin by email, then be taken up in the Finance Committee.
The problem of underwriting receivables was discussed.  Some underwriters are thousands of dollars in arrears due to a failure to bill them.  This was caused by RCR’s old database system, which has now been replaced for underwriting purposes.  Click said two of those debts are lost, and one is being worked out.  
Starck asked for a cash-flow statement, in addition to the documents already produced on a regular basis.  She also wants sustaining members split out of the total contributions.  She volunteered to assist Click with the novelty inventory being initiated.  Starck suggested a re-examination of paper mailings, with an eye to using email instead.  For example, pledge payment reminders could be emailed, creating some cost savings.  Sustainers might be excluded from silent drive mailings, which might also be shifted, at least in part, to email.  
 
Old Business
 
Transmission equipment: Cahto Peak and Shelter Cove
 
New Business
 
Changes to 5.5.2, Vacation Policy
Bier moved referral to Click for check into compliance with state law.  Savage seconded.  Passed unanimously.
 
Changes to Compliance Calendar
The document was reviewed, but did not require Board approval.
 
Programmer-candidates for public office
Doyka moved adoption with the final sentence removed.  Love seconded.  Passed unanimously.
 
Committee Reports
 
Programmer Representatives
Durchslag promised to circulate notes on the July 9 programmers meeting.  A discussion ensued regarding special events and their general cost.
 
Development
Savage recapped the input received from Becky Mier, development director at KBOO, Portland.
 
Mediation
Doyka said the committee wanted to provide the Board with a brief demonstration of the mediation process.  It was agreed that 15 minutes would be set aside at a future meeting for this.
 
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 have taken place in this schedule.
 
Board of Directors August 8, 4:00 pm, Healy Senior Center
Development July 20, 11:00 am
Executive July 26, 12:30 pm, Calico’s upstairs
Policy July 26, 11:00 am, Calico’s upstairs
Finance July 20, 1:30 pm
Board Talk Show July 12, 7:00 pm
 
Closed Session – personnel
 
Doyka moved elimination of the volunteer coordinator position.  Starck seconded.  Passed with six yea votes, one nay, one abstention.
 
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 13, 2017, 4:00 pm
Healy Senior Center, Redway 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, Eden Goldberg
 
STATION MANAGER:  Cynthia Click
 
ABSENT: Vice President Zack “Doopi” Gonzales
 
GUESTS;  Michael McKaskle, behr
 
Approval of April, May minutes
Bier moved approval of the April Minutes.  Savage seconded.  Passed unanimously.  Scudder moved approval of the May minutes.  Durchslag seconded.  Passed unanimously.
Approval of agenda
Starck moved approval of the agenda.  Durchslag seconded.  Passed unanimously.
Open time 
Michael McKaskle asked that language concerning election ballots include provision for dropping them off as well as mailing them.  He expressed concern about RCR finances, asking for profit and loss statements for special events.  He suggested that volunteer hours be included in such accounting.  He also suggested that for every hour spent on the air, programmers should contribute one hour of volunteer time.
Management report
Rivendell has been under development for more than a year.  It is already handling the HD2 signal for KMUD and KMUE.  Complettion looks a month away.  Natural Log is coming into use, but there are questions about it.  New underwriter deals are on hold until NL is fully functional.  Click is trying to get a tutor to visit Redway.  A rough estimate for repairing the KLAI antenna is $15,000, half of which would be paid by the carrier for Radio Bilingue, which shares the antenna.  Consideration is going into changing the way lost/found pet announcements are handled, to improve their timeliness.
Finance committee report
Starck brought up the matter of special event P&Ls, saying those are the job of the Development Coordinator.  Starck suggested that there be a line item in the budget for special event Expenses, itemized out from the total net income line in order to make more informed financial decisions. Marchese raised the question of risk versus return on special events, asking how much is enough.  Starck asked what pledge drive expense funds are used for, Click noted they include the Thank You gifts, such as radios and promo T’s, etc. 
Old business
Policy changes
Remove two prohibited classes for definition of community member on Mediation Committee
Bier moved to approve.  Scudder seconded.  Passed unanimously.
By-laws changes regarding timing of Board elections
Durchslag noted that the attachment does not indicate what language is being removed and added.  This is because the changes there have already been approved by the Board.  Action will make by-laws consistent with the policy manual.  Savage moved to approve.  Doyka seconded.  Passed unanimously
Contacting unpaid pledges
Durchslag said he had sent two lists to Board Members: one containing unpaid pledges of more than $50 from the spring drive, the other all unpaid pledges for the last three drives.  There was agreement that Members should first contact people whom they know.
Committee reports
Programmer representatives
A programmers’ meeting is being planned for July 9 at 1:00 pm.
Community Advisory Board (CAB)
Several Members expressed appreciation for the detailed report from Chair Sienna Klein.
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 July  11, 4:00 pm, Healy Senior Center
Development June 20, 2:30 pm
Executive June 21, 11:00 am, Calico’s upstairs
Policy June 21, 1:00 pm
Finance June 20, 11:00 am
Pledge Drive June 20, 1:00 pm
Board talk show July
 
 
Minutes
Redwood Community Radio Board of Directors
May 9, 2017, 4:00 pm
Healy Senior Center, Redway CA
 
 
Roll call
 
BOARD-APPOINTED:  Christine Doyka, Treasurer Sarah Scudder,
Mark Marchese
MEMBER REPS:  Maria Savage, Secretary Rob Bier, Sarah Starck
PROGRAMMER REPS:  Interim President Jimmy Durchslag, Vice President Zack “Doopi” Gonzales, Eden Love
 
STATION MANAGER:  Cynthia Click
 
GUESTS: none
 
Approval of April minutes
Tabled unanimously, due to lack of same.
Approval of agenda
Durchslag moved adoption, with elimination of “Nominations for appointed Board seat” under New Business. Bier seconded.  Passed unanimously. 
Consent Calendar
a. Approval of Board Committee Chairs: Development: Maria Savage; Finance: Sarah Scudder; Policy: Rob Bier; Mediation: Christine Doyka; Pledge Drive: Jimmy Durchslag
b. Approval of Board Officers: President: Jimmy Durchslag; Vice-President: Zack Gonzalez; Secretary: Rob Bier; Treasurer: Sarah Scudder; Correspondence Secretary: Christine Doyka
Doyka moved approval.  Marchese seconded.  Passed unanimously.
Management report
Click reported that staff progress on RCR’s strategic plan has bogged down somewhat.  She expects more regular staff meetings will ease that.  Bids are out for new attic insulation.  A deadline of May 30 has been set for combined Rivendell and Natural Log programs to go operational.  The Mateel Center has already contacted Click about talent for the Halloween Boogie.
Finance committee report
Scudder moved to allow withdrawal from the money market account  if needed to meet payroll.  Marchese seconded.  Passed 7-1 with one abstention.
Old business
a. Station-to-transmitter link, new estimates
Durchslag moved to table.  Scudder seconded.  Passed unanimously.
b. Building Maintenance
Covered in Management Report.
c. Policy Manual changes
Referred to Policy Committee.
New business
a. Nate Horning’s name added to wording of Programmer’s Agreement.
Gonzales moved to approve.  Savage seconded.  Passed unanimously.
b. Cahto Peak antenna.
There was an extended discussion, which moved to general remarks about station equipment, its maintenance and replacement.
Committee reports
Programmer representatives
A programmers meeting is tentatively set for June 11.
Mediation
Doyka reported on recent training and interest in sharing some of it with the Board.  She was asked to see whether it could be done without too much expenditure of meeting time.
Management Evaluation 
Durchslag pointed out that the evaluation just completed was not mandated, but done at Click’s request.  A more formal evaluation will be done at year’s end.
Committee meeting schedule
Board of Directors June 13, 4:00 pm, Healy Senior Center
Development May 23, 1:00 pm
Executive May 16, noon, Calico’s upstairs
Policy May 16, 1:30 pm
Finance May 23, 10:30 am
Pledge Drive May 23, 3:00 pm
Board talk show May 10, 7:00 pm
Board & staff meeting June 7, 1:00 pm
 
Minutes 
Redwood Community Radio Board of Directors
April 11, 2017, 4:00 pm
Healy Senior Center, Redway CA
 
 
Roll call
 
BOARD-APPOINTED:  Christine Doyka, Treasurer Sarah Scudder,
Mark Marchese
MEMBER REPS: Cody “Comfy” Dillon, Maria Savage
PROGRAMMER REPS:  Interim President Jimmy Durchslag, Vice President Zack “Doopi” Gonzales
 
STATION MANAGER:  Cynthia Click
 
ABSENT:  Secretary Rob Bier
 
Approval of March minutes
Marchese moved approval.  Doyka seconded.  Passed with five yea votes, none opposed or abstaining.
Approval of agenda
Durchslag moved approval, with addition of “Building Maintenance” to Old Business and seating of new Board members moved to follow approval of agenda.  Doyka seconded.  Passed unanimously.
New members
Sarah Starck was seated as the new members’ representative.  Eden “LADY FLAVAH” Love was seated at the new programmers’ representative.  Christine Doyka was approved for a second term as a Board-appointed member.  Durchslag thanked Dillon for his service.
Open time 
Jama Chaplin proposed changes to the compliance calendar, by-laws and an underwriter’s announcement.
Consent Calendar
Deletion from policy Manual Section 5.4.6, Termination of Employment [second reading]
Durschlag moved approval.  Marchese seconded.  Vote was three yeas, two nays, two abstentions. Motion failed for lack of required two-thirds approval.
Changes to Section 2.4.7, Evaluation Committee for Station Manager [second reading]
Marchese moved to table until after Board orientation so that the two, new Board members could gain more knowledge of policy.  Scudder seconded.  Passed with six yeas, one abstention.
Finance committee report
Scudder explained lack of financial documents, pointing to the pledge drive activity and a bookkeeping backup due to preparing for the audit.  She said RCR is staying on top of expenses and cash flow and promised to have better documents in May, along with a complete report.
Old business
Station-to-transmitter link, new estimates
Lacking new estimates, Durchslag moved to table.  Starck seconded.  Passed unanimously.
Orientation planning
Board orientation will take place from 10:00 am to 2:00 pm on May 4 at Heart of the Redwoods Community Hospice in Garberville.  Potluck lunch.
Policy Manual changes to conform with elimination of elections for Management Evaluation Committee (see attachment)
Referred to Policy Committee.
Building Maintenance
Click will continue bringing future expenditures to the Board for its approval.
New business
Nominations for appointed Board seat
Durchslag moved to reappoint Doyka.  Scudder seconded.  Passed with six yeas, Doyka abstaining.
By-laws changes
Durchslag moved to send back to Policy Committee.  Scudder seconded.  Passed unanimously.
 
Minutes 
Redwood Community Radio Board of Directors
April 11, 2017, 4:00 pm
Healy Senior Center, Redway CA
 
 
Roll call
 
BOARD-APPOINTED:  Christine Doyka, Treasurer Sarah Scudder,
Mark Marchese
MEMBER REPS: Cody “Comfy” Dillon, Maria Savage
PROGRAMMER REPS:  Interim President Jimmy Durchslag, Vice President Zack “Doopi” Gonzales
 
STATION MANAGER:  Cynthia Click
 
ABSENT:  Secretary Rob Bier
 
Approval of March minutes
Marchese moved approval.  Doyka seconded.  Passed with five yea votes, none opposed or abstaining.
Approval of agenda
Durchslag moved approval, with addition of “Building Maintenance” to Old Business and seating of new Board members moved to follow approval of agenda.  Doyka seconded.  Passed unanimously.
New members
Sarah Starck was seated as the new members’ representative.  Eden “LADY FLAVAH” Love was seated at the new programmers’ representative.  Christine Doyka was approved for a second term as a Board-appointed member.  Durchslag thanked Dillon for his service.
Open time 
Jama Chaplin proposed changes to the compliance calendar, by-laws and an underwriter’s announcement.
Consent Calendar
Deletion from policy Manual Section 5.4.6, Termination of Employment [second reading]
Durschlag moved approval.  Marchese seconded.  Vote was three yeas, two nays, two abstentions. Motion failed for lack of required two-thirds approval.
Changes to Section 2.4.7, Evaluation Committee for Station Manager [second reading]
Marchese moved to table until after Board orientation so that the two, new Board members could gain more knowledge of policy.  Scudder seconded.  Passed with six yeas, one abstention.
Finance committee report
Scudder explained lack of financial documents, pointing to the pledge drive activity and a bookkeeping backup due to preparing for the audit.  She said RCR is staying on top of expenses and cash flow and promised to have better documents in May, along with a complete report.
Old business
Station-to-transmitter link, new estimates
Lacking new estimates, Durchslag moved to table.  Starck seconded.  Passed unanimously.
Orientation planning
Board orientation will take place from 10:00 am to 2:00 pm on May 4 at Heart of the Redwoods Community Hospice in Garberville.  Potluck lunch.
Policy Manual changes to conform with elimination of elections for Management Evaluation Committee (see attachment)
Referred to Policy Committee.
Building Maintenance
Click will continue bringing future expenditures to the Board for its approval.
New business
Nominations for appointed Board seat
Durchslag moved to reappoint Doyka.  Scudder seconded.  Passed with six yeas, Doyka abstaining.
By-laws changes
Durchslag moved to send back to Policy Committee.  Scudder seconded.  Passed unanimously.
 
Minutes
Redwood Community Radio Board of Directors
March 14, 2017, 3:30 pm
Healy Senior Center, Redway CA
 
Roll call
 
BOARD-APPOINTED:  Correspondence Secretary Christine Doyka, Treasurer Sarah Scudder, Mark Marchese
MEMBER REPS:  Maria Savage, Secretary Rob Bier
PROGRAMMER REPS:  Interim President Jimmy Durchslag, Vice President Zack “Doopi” Gonzales
 
ABSENT:  Cody “Comfy” Dillon, Station Manager Cynthia Click
 
GUESTS:  Sarah Starck, Bob Froelich, Eden “Lady Flavah” Goldberg
 
Approval of February minutes
Bier moved approval, with correction of the name of Marian Mapes-Bouck and the $12,000 mentioned in  the management report; it is actually $1,200.  Doyka seconded.  Passed unanimously.
Approval of agenda
Items VI. Consent Calendar and XII. Closed Session were removed as errors.  Board meeting time was added under New Business.  Durchslag moved approval with those changes.  Savage seconded.  Passed unanimously, with Scudder abstaining.
Open time
Bob Froelich spoke about the proposed deletion of elections for Mediation Committee members.  He urged the Board to retain the current practice, that it is part of a system of checks and balances.
Management report
In Click’s absence, discussion focused on her written report.
Discussion and questions for management
Bier asked if the estimate for electrical work at the back of the building included work to repair the hole there.  He also suggested that the question be placed on the April agenda of how RCR’s workers’ compensation was allowed to lapse.
Finance committee report
Scudder reported that preliminary figures from the previous weekend’s Animal Party indicate that it broke approximately even.  She suggested that future budgets include a line item to provide funds for building maintenance and equipment replacement.  Working from requests in Scudder’s written report, Marchese moved approval of borrowing $25,000 from reserve.  Doyka seconded.  Passed unanimously.  Bier moved approval of emptying the new reserve, with the stipulation that it be paid back with payments of $500 a month.  Marchese seconded.  Passed unanimously.  Both those motions were made to deal with cash shortfalls in this time of a seasonal low ebb in finances.  Durchslag moved approval of a credit card for Click, asking the Policy Committee to develop controls for its use.  Savage seconded.  Passed unanimously.
Old business
Station-to-transmitter link, new estimates
Since no estimates had been made, Bier moved to table..  Durchslag seconded.  Passed unanimously.
Confirm email vote on new telephone system
Gonzales moved to confirm this email vote.  Doyka seconded.  Passed unanimously.
Building maintenance updates
This was covered in the management report.  The question arose of whether the Board needed to approve any other of the expenditures.  Scudder moved to table that question.  Marchese seconded.  Passed unanimously.
New business
Policy manual changes (see attachment)
Delete second to last paragraph in section 5.4.6, Termination of Employment.
Bier moved to approve.  Gonzales seconded.  Passed with five yea votes, two nay votes.
Make indicated changes in Section 2.5.4.1, Mediation Committee Guidelines and Responsibilities and Section 2.4.7, Evaluation Committee for Station Manager.  Delete Section 3.6, Representatives To The Mediation And Management Evaluation Committees.
Scudder moved to send changes in Section 2.5.4.1, Mediation Committee Guidelines and Responsibilities, back to the Policy Committee, with instructions to retain voting for the two volunteer and programmer committee members and to correct confusing language in the section.  Bier seconded.  Passed unanimously.  Bier moved to adopt the changes proposed for Section 2.4.7, Evaluation Committee for Station Manager.  Passed with four yea votes, three nay votes.  The motion passed.  Gonzales moved sending the deletion of Section 3.6 back to the Policy Committee, in light of the previous votes.  Doyka seconded.  Passed unanimously.  [The vote to change Section 2.4.7 must be reaffirmed at the April Board meeting before taking effect.]
Orientation planning
Durchslag, Bier and Gonzales volunteered to assist in preparing the Board members’ binders.  Scudder moved to table consideration of a date and location pending consultation with Click.  Doyka seconded.  Passed unanimously.
Meeting time
Doyka moved changing the starting time for future Board meetings to 4:00 pm.  Scudder seconded.  Passed unanimously.
Committee reports
Mediation – Doyka
Dates are set for the training, in Garberville:  March 31 - April 2 and April 8 - 9.  All interested parties are welcome.  Fee is $300.
Management Evaluation 
Set time and date upon Click’s return.
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 Tuesday, April 11, 4:00 pm, Healy Senior Center, Redway
Development Tuesday, March 28, 3:00 pm
Executive Tuesday, March 21, 11:00 am, Calico’s, upstairs, Garberville
Policy Wednesday, March 22, 11:00 am
Finance Thursday, April 8, 11:00 am
 

…………………………..

Proposed for Deletion from the Policy Manual

Purpose: Remove Board, station manager abilities to suspend termination procedures

From Section 5.4.6, Termination of Employment:

In any given instance, the appropriate supervising body (RCR Board of Directors or the station manager), at either body’s sole discretion, may elect to not follow the above guidelines for the termination of employment.

Proposed changes to the Policy Manual

Purpose: Eliminate election of Mediation and Mgt Evaluation Committee members

[Deletions are lined out.  Additions are underlined.]

From Section 2.4.5.1, Mediation Committee Guidelines and Responsibilities:

The committee is to be composed of five members.  KMUD programmers and volunteers will elect two of these seats. The Board of Directors selects and appoints the remaining three five seats made up of one Board member, one community member, one volunteer, one programmer and one person of any category at the Board’s discretion. To be considered a “Community Member”, a person must not be a KMUD Board member, programmer or active KMUD volunteer.  The committee may request that a specific sixth member (of any category) be appointed by the Board. Regarding the length of terms for Mediation Committee members: Each elected member serves three years. In the eventuality that one or more of the elected members is no longer able to serve, a special election will be held to replace the member(s). At the end of their three-year term, elected members may run for re-election. The three appointed seats are yearly appointments and will be re-appointed by the Board at the end of each term, or the Board will appoint a replacement member(s).


From Section 2.4.7, Evaluation Committee for Station Manager:

This committee, also known as the Management Evaluation Committee, is to start meeting each in January and to conduct management evaluations through March. Committee to be made up of three Board members (senior Board members recommended), one member elected by chosen from volunteers and programmers, and one member from the community, all appointed by the Board.

For election of representatives, see Section 3.6.

Proposed deletion from Policy Manual:

Section 3.6 REPRESENTATIVES TO THE MEDIATION AND MANAGEMENT EVALUATION COMMITTEES

3/28/06; Rev 06/27/06

3.6.1 Candidate Eligibility

All candidates shall be programmers or volunteers in good standing 30 calendar days prior to nomination.  (Note:  An employee or person contracted for services is ineligible.)

3.6.2 Voter Eligibility

All programmers and volunteers in good standing may vote.  A volunteer who delivers six hours of service to the organization in a six-month period may vote.

3.6.3 Candidates’ Forum

The election coordinator shall schedule a forum during a programmers’ and volunteers’ meeting before or at the beginning of the voting period.

3.6.4 Nomination Period

The nomination period is from until the close of the last business day (Monday – Friday) in .  The election coordinator shall notify all programmers and volunteers in writing and shall post a sign near the studios.

3.6.5 Ballots

Two representatives will be elected to the Mediation Committee and one representative to the Management Evaluation Committee.  All candidates may submit a statement. Ballots shall be mailed to all programmers and volunteers by the close of the fifth business day in, and with return envelopes addressed to the referee. For programmers, the ballots will be sent in the same mailing as the programmers’ representative ballots.  All ballots shall be returned postmarked no later than.  Ballots shall be counted by the close of the tenth business day in.  Note:  RCR’s general election policies apply.  See Section 3.1.

3.6.6 Committee Member Seating

New representatives to the Mediation Committee shall be seated at the August committee meeting. The results of the election for Management Evaluation Committee shall be announced at the August Board meeting, and that committee will usually 
Page 2 of 7
by acls us
by acls us

Our Mission and Vision

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.

listenlive  

 

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