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Board of Directors Meetings 8-29-2018

Draft BOD (quondam BOD/SC) meeting Minutes

29 August 2019/Project Sanctuary, Ukiah

President Azzaro called the meeting to order at 5:21 p.m.

Members attending: John Azzaro, Tom Dow, Jonathan Middlebrook, Bob Bushansky, Dina Polkinghorne, Len Tischler; Jerry Karp, delayed arrival.

Board members absent: David Hulse-Stephens, Reneé Vinyard.

General Manager Parker attending.

Members of the public: former Board members Stuart Campbell, Ed Keller.

A) Draft minutes of 8/16/18 mtg unanimously approved w/o change

B) President's comments. --Speaking as a Board old timer (there are two members with terms expiring in 2019),

President Azzaro wanted to thank the 7 new members for their various expertise & driving collective energy. The station is at a critical point of change, and he urges the Board to prioritize the many tasks ahead, and then to prioritize the priorities: “Do not take on too much, and complete what we take on.”

C) General manager's report, CPB audit, etc.--1. CPB. Mis-categorized $3100 in trades as non-government funding. Haven't kept up with posting meetings 7 days ahead of time and minutes 10 days after meetings. --We're hoping these are not considered major problems and we're resolving them. Regarding our financial statements, essentially, “We nailed it! Huge amount of credit to [Treasurer] Steve Winkle.” --2. Considerable discussion of when monthly financial reports will be ready. We agreed to meet the 2nd & 4th Wednesdays of the month for the remainder of 2018, so by the 4th week we should have the prior month's reports. -- 3. Jonathan Peakall very good at technical matters. He wants more tasks. He'll be available 3rd wk. of September. There are confidential matters to be discussed as Peakall settles into his internship. --4. Discussion of Santa Rosa NFCB meeting. Not necessary to attend all of it. Costs are unbudgeted. --5. Description of collaboration with SPACE as a “cooperative non-profit” activity. GM speaks of co-branding as beneficial to both parties. --6. GM reports Anne Oliver attended a staff meeting to suggest ways not to waste time. --Useful. --7. College/station collaboration moving forward, now that semester has started up. --8. GM & Oliver agree that her station project is complete.

D) Committee reports.

  1. By-laws/policy revisions. Campbell & Middlebrook report that they focused on the actual changes that the membership will need to approve, if we are to move to 2-year election cycle in 2019, i.e. not have an election until 2020. Actual language changes minimal. Their report attached. The sick/leave//health policy is essentially one that Campbell proposed several years ago & which has not yet been adopted.

2. Personnel: Underwriting: Steffen's proposal, (Tom); membership associate and news department recruitment, Jeff. --This item consolidated with (H) below—Closed Session—because of personnel matters involved.     

3. Finance/budget report:  Bushansky reports that, first, there is bad news, and second, there's no good     news. We face a $21,000 shortfall; add in depreciation and uncollectables and we are actually $50k off-         target. “The July numbers will not look good.” --From now on what funds we actually bring in         are what the Treasurer will work with. --Report led to an exchange about increasing membership by reaching out to possible $25 members. President Azzaro artfully steered discussion to matter at hand by suggesting the membership matter be agendized for the next meeting (9/12).

4. CalFire report: Sarah Bradley agreed to work on writing up a FEMA grant proposal for us. Tom Dow has     written a letter of support for the local fire chiefs to sign & forward to Sen. McGuire. We are aiming not to         have to pay rental for use of the CalFire tower, in return for integrating with fire chiefs, CalFire, and the Sheriff for emergencies in the County.

5. Planning: Hulse-Stephens absent. There is no strategic plan yet because that plan depends on membership answers to questions to be developed for mailing with the By-laws election changes. Work is on track.  

6. Next generation focus group: Azzaro. In keeping with his opening remarks and time constraint on this meeting, Item 6 moved to January Board mtg.

7. Programming: Change responses? Nothing definitive.

8. CAB: Middlebrook. No new information.

E) Public expression: former Board member Ed Keller expressed his gratitude for the new Board's work, and said he's confident we'll succeed at the large task of leading the station into its next 30 years.

F) Next Meetings. President Azzaro has made the schedule for the remainder of 2018:

         9/12—BOD, 5:15 p.m. Project Sanctuary, Ukiah

         9/26—BOD/Members Meeting, time & location TBD. 

         10/10-BOD, 5:15 p.m. Project Sanctuary, Ukiah

           10/18-Underwriters Workshop (tentative) at Dow's home

           10/24-BOD,  5:15 p.m. Project Sanctuary, Ukiah (costumes optional)

           11/14-BOD, 5:15 p.m. Project Sanctuary, Ukiah

           11/28-BOD, 5:15 p.m. Project Sanctuary, Ukiah

           12/05-BOD, 5:15 p.m. Project Sanctuary, Ukiah

           12/19-BOD, 5:15 p.m. Project Sanctuary, Ukiah

Note:  1. CPB rules require that all Board and Board-related meetings be open to the public and require public notice at least 7 days prior to the meeting. In addition, minutes of every meeting need to be posted within 10 days after the meeting. --2. The Board has dropped “steering committee” as an identifier. All meetings of the overall Board are to be designated as Board meetings. In addition, to encourage more public attendance, several meetings each year will be specially advertised and will be held in venues large enough for more than a few attendees from the general public. The overall focus of the BOD/membership meetings will be on matters directly of interest to members.

G) Closed Session to discussion of personnel matters.  Information received and matters appropriately handled.

Adjournment: 8:07 p.m.

Respectfully submitted,

Jonathan Middlebrook, Secretary