Board of Directors Meeting August 16, 2018

KZYX— Board minutes, 8/16/2018—(version 8/21/18)

Members present: John Azzaro, Tom Dow, Jonathan Middlebrook, Dina Polkinghorne, David Hulse-Stevens, Len Tischler.--Not attending: Bob Bushansky, Jerry Karp, Renée Vinyard. NOTE: a quorum of the Board was present. Meeting was properly noticed on the website as open to the public.

Consultant attending: Sarah Bradley (Dark Gulch Environmental Consulting)

Members of the Public attending: Stuart Campbell, Ed Keller

A) President Azzaro called meeting to order at 5:17 p.m.--Somewhat free-form discussion of difference between a formally announced Board meeting and a formally announced Board Steering Committee meeting which will most likely have a Board quorum & hence become a Board meeting. Consensus is that Steering Committee meetings will make recommendations on action items to the full Board for formal approval at the   next regular Board meeting. Although Board and all Board committee meetings are open to the public, few citizens attend. Therefore the Board will also host several “Member Meetings” each year which are specifically meant for a wider group of members to get engaged with the Board and KZYX. This pattern of meetings will be brought to the next Board meeting for approval.

B) Minutes of 7/26 Steering Committee minutes were unanimously approved.

C) Current Vice-President Polkinghorne needs to give up her executive duties and offered her resignation as Vice-President. Steering Committee unanimously voted to appoint Tom Dow as interim Vice-President, pending formal approval at next Board Meeting.

D) Board elections: Crucial volunteer Campbell outlined the work that he & Middlebrook will be doing to prepare rationale & text of by-law revision to facilitate bi-annual Board election cycle, starting this fall/next winter. Some of the challenges are: two members (Azzaro, Middlebrook) have terms expiring in 2019; aligning bi-annual elections with current terms elected on annual basis (similar problem solved in 1787). Rationale will explain up-front costs (a mailing to the membership) and benefits: after this election cycle, mailing costs reduced by 50%. More important, reduction by 50% of drain on staff time for election work. “Practically-speaking, nothing else goes on at station during election season.”--Campbell & Middlebrook will have their work done in time for a September roll-out to the membership and for a by-mail vote (which requires about 35 days).

E) General Manager's report—He has “Nothing specific [written out], just a pile of notes,” given the havoc this year's fire wreaked. His promised staff job descriptions have not been completed. Refers to “impossible HR environment” [fire, reductions in hours/pay]. Tischler will send GM some organizational plans of other small pubic radio stations.--GM can report:

1) that the Membership Director retrenchment is progressing. He is looking for a person for16 hrs/wk to do the administrative work of the Membership Department, starting by mid-September. GM agrees that all job appplications should go to him, and will, in future. (This matter came up because of on-air oddity of announcement that part-time news-person applications “should be sent to Diane Hering.”) There have been 3 applications.

2) The transition in the Underwriting Department is not going smoothly. (Later Dow reported that a meeting between the two underwriting staff went well.)

3) Both Tischler & Dow offer support to GM, agreeing that he “essentially stepped into a management vacuum.” 4) Good news on the crucial matter of getting an Operations Department understudy/intern. GM has a good & technically savvy volunteer, Jonathan Peakall. Particularly good news, given that “if the current operations director goes down, we go dark—there's no one to backstop.”

5) CPB “final preliminary report, for public comment” should be released sometime in September.

F) CDF/CalFire Report.--We currently pay CalFire $13,080/year rental for groundspace & access to our broadcasting towers. That rental fee is about to double to about $26,000/year.General sense that that's outrageous, given KZYX's crucial role in emergency communications that aid CalFire. Dow reported on mtg. with Senator McGuire & hopes for elimination of any rent going forward. Suggestion, pretty much from all, that we put $26,000 into our FEMA grant request if we don't get elimination of rent from CalFire.

G) Committee reports—

1) Fund-raising—Sarah Bradley (Dark Gulch Environmental Consulting) gave a report on grant from FEMA. based on our increasing role in county emergencies. Bradley is willing to help us write the grant application. Bradley believes that such an application has a reasonable chance. Stress should be on community benefit & necessary physical assets/upgrades (mention made of our outdated exciters) that will help KZYX be a better broadcaster. FEMA grants do not cover personnel costs, but might cover a self-contained back-up broadcast location or vehicle and possibly solar power, for independence from PG&E. Not clear that a grant would not cover cost of preparing the grant. Bradley's services would cost $1500, and given what we might receive, seemed like a reasonable sum.

2) Finance/budget report: frustration that GM has not provided this.

3) Underwriting: Dow volunteers to run the proposed workshop, which will be at his house.

4) PR campaign: Azzaro outlines his hopes for a diversified “next-generation” focus group, to help KZYX make the generational shift from our 1st 30 years' style to this generation's digital habits & needs.

5) Planning: Hulse-Stevens describes his approach to creating a strategic plan for the station. It will begin with a survey asking whether we're reaching our goals, whether our goals are important to respondents, and what suggestions they'd make. He's building on the hard work of Ellen Saxe & Steve Fish (the CAB). The     questionnaire will become the basis of revised Mission Statement  & strategic planning. Heidi Dickerson is    helping, as she said she would, when she left the Board.

6) Personnel: several matters were discussed in closed executive session.

7) CAB: Middlebrook reported on the successful 7 August meeting. 13 people attended, a high number in recent years. Concerns about programming changes forcefully presented; a sense that particular topics (e.g.,   perspectives on NPR news) might be promoted on-air, either for The Discussion or perhaps as a monthly CAB   on-air event--”Vigorously promoted” [Secretary's comment/suggestion]

8) Programming: Change responses? Anecdotes delivered, discussed.

H) Public Expression: Citizen Keller remarked that he was “totally in awe”  of this Board's energy and enthusiasm. He spoke as a former Board member with 6 years of service. His comment reinforces this Board's resolve . . . and gives us a high bar to leap.

I) Next meeting: 29 August, 5 pm, at Project Sanctuary in Ukiah.

J) Closed session: 7:18-7:36 p.m. Confidential minute to follow.

K) Adjournment: 7:38 p.m.

Respectfully submitted,

Jonathan Middlebrook, Secretary

08/20/2018