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BOD Meeting Minutes-2-21-19

Revised Minutes

MCPB—Board of Directors' meeting

564 S. Dora Street, Ste 1A

21 February 2019

Members attending: Azzaro,, Hulse-Stephens, Karp, Middlebrook, Polkinghorne, Vinyard [Note, Director Dow has relinquished the Board Vice Presidency to Director Polkinghorne. Dow is allowed still to serve on the Board because he is not being compensated for his work as Interim General Manager.]

Members absent: Bushansky, Tischler

Members of the public: Campbell (former Board member, GM, and current historical resource), Hopmann (former Board member & advisor to Board)

A) Call to order @ 5:10, by President Azzaro.

B) Agenda approved.

C) Minutes of 23 January Minutes approved.

D) Interim GM Dow Report: attached. Oral comments: Written item #3—both Community Foundation grants have gained 1ststage approval. There are 2 stages. The Community Foundation hopes to reach its final decision in mid-March. --Item #4: Senator McGuire said “Be patient, it’s a work in progress”

--President Azzaro inquired about “freshening up the station,” and the IGM replied that that work is scheduled immediately after close of fund drive. “You’re all invited to help.”

--IGM reported that there’s a meeting of the NFCB (National Federation of Community Broadcasters) in San Diego, June 18-20. General agreement that it’s essential for the new GM to attend & network. Probably the Program Director as well. Early bird registration ($375) would be a Station expense.

E) Committee Reports 

  1.FinanceReport/CPB request: Dow reports (for Bushansky) that financially the station at mid

   (fiscal) year is neither better nor worse off than can be expected. --Dow adds that new 

   underwriting takes time, and that it’s building momentum, which will be reflected in 2ndhalf 

   income.

2.Membership/fundraising: Dow reports a $15,000 kickstart from pre-drive donations. He (as IGM)

  will look into discrepancies between station’s printed (in its Policies) membership fee schedule  

  and what appears on the station website. Middlebrook urges that this be done before the start of 

  the fund drive (in 2 days)

3. Underwriters appreciation letter: Vineyard stresses the need to thank, especially, our long term

  underwriters (up to 100 of them) with a letter of appreciation. General agreement. She will work 

  with Dow on writing it.

4. Personnel: Pres. Azzaro & V.P. Polkinghorne request that Board members send any final GM

  interview questions by 4 March, to Azzaro.

5.Planning: Hulse-Stephens/Campbell: The station’s 30thBirthday party will be held in Willits on

  19 October. Da Grand Poobah will organize the all-day event and seems to be on top of all details 

  (live broadcasting, beer, wine, dancing, etc.). --Report that there will be a site visit tomorrow (i.e.,  

  22 Feb.) by Community Foundation, as part of stage 2 of grant process (see paragraph D, above).

6.Programming/Publicity:Karp reports on up-coming, brief press release about local news, 15

  minutes on most weekdays. (That is, station can’t yet guarantee 15’ of fresh news each day, but  

  it’s making progress toward that goal.) --Additionally, Karp reports the saga of filling the Sequoia 

  Room’s generous donation of all proceeds from the May concert date they’ve given us. 

  Conclusion of story is that the Levi Saelua Trio will be generating income for us.

7.Bylaws and Policies: Polkinghorne reports that the by-laws proposed revisions are complete, and

  that the work on policy revisions is looming at the next meeting, which has been postponed from 

  March to April (schedule conflicts).

8.CPBAudit:Hulse-Stephens.--It’s available: Bottom line: $3,000 penalty, $1234 repayment of

  funds inappropriately claimed as non-governmental funding. The station failed to deduct 

  expenses incurred from n-gf reported. The repayment will be deducted from next year’s CPB 

  grant. The fine is payable, now. CPB Audit generated a request for [??  $1234] repayment of 

  misattributed non-governmental income, plus a $3000 fine (now payable). General Board 

  agreement that the IGM (Dow) should try to negotiate a lower fine for seemingly (to the station) 

  minor reporting errors, such as not deducting cost of “high value” premiums from n-gf. (CPB 

  grants are based on net non-governmental funding). Station has already made corrections to our   

  reporting system.

9.CAB (Community Advisory Board):Middlebrook reports difficulty that he and Andrew Stein (new

  CAB volunteer) in finding volunteers. Middlebrook says he & Stein will try (after the fund drive) 

  on-air invitations to apply. Discussion yielded 3 possible candidates.

F) Comments from Directors

  Middlebrook asks Board members to send him any documents related to our GM search & 

  interview process. He’ll write a process account, “for the archives,” and as a template that future 

   Boards may use, if they wish.

G) Public Expression

    David Hopmann gracefully but firmly criticized the Station and the Board for not annually thanking donors. 

   He’s never gotten a year-end phone call from KZYX. He noted that virtually every other charity he 

  contributes to does so, sometimes too aggressively. But KZYX, he stressed does not do so, andhis 

   printed receipt for the IRS does not accurately reflect (under-reports) the amount he has 

  donated over the year. --The Board acknowledged shortcomings during our period of turmoil and 

  transition, and agreed that we must do a better job of thanking those who donate our life blood. 

  (Secretary apologizes for his florid summary of Hopmann’s crucial point, which is taken to heart.)

H) Closed Session: personnel matters

I) Announcement out of closed session

    Confidential hiring (General Manager) matters were discussed.

J) Next Board Meeting, 27 March, 5:15.--Future schedule: 24 April, 29 May, 26 June, 31 July, 28 August

K) Adjournment: 6:52 p.m.

Draft minutes respectfully submitted,

Jonathan Middlebrook

02/22/2019