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Minutes of 9-12-2018 Board Meeting

KZYX BOD minutes

12 September 2018

President Azzaro called meeting to order at 5:17

Board Members present were: Azzaro, Bushansky, Dow, Karp, Hulse-Stephens, Middlebrook, Polkinghorne, Tischler.--Absent: Vinyard.

Also attending: General Manager Parker, former & honored Board members Campbell, Keller (as members of the public)

A) The agenda was approved.

B) The Minutes were unanimously approved. Polkinghorne wanted the record to show that she thought they     were terrific, which pleased the Secretary beyond words.

C) President's comments: Board members exceeded their combined pledge of $1000 to pay Ann Oliver's un-budgeted invoice for managerial coaching. (Secretary confirmed with station treasurer that the invoice amount was $1000.) Azzaro thanked the Board members & remarked that he would not be hitting them up for donations on a regular basis. This cost was an important & immediate need. Azzaro remarked on the two new initiatives: an underwriter workshop to be held at Tom Dow's house, and a next generation interest group, to be drawn from his growing list of 40 or so people, which will be postponed until January.  

Azzaro checked that “The War of the Worlds” broadcast, scheduled for Halloween night, is still on. He suggests that we think of a station gala, as fund-raiser.--The more modest matter of $25 memberships to be discussed later in this meeting.

D) General Manager's written report (attached).--Board was pleased to receive it; several members commented that it would be useful to receive future GM reports 24 hrs. or more before Board meetings, so we could read them ahead of time & invest Board mtg. time in discussion. GM said he will do that. Polkinghorne suggested that GM prepare questions for the Board to consider & include them in his report. --In his oral remarks, GM summed up that, working with Oliver, “We [GM & staff] have learned a lot.” What we all are doing is transformative of the station. There are kinks. Supervisor Gjerde commented to the GM about the KMUD signal bleeding-over our Ft. Bragg signal. GM is working on that, and in passing remarks that there's a full-power station likely available on the coast, for $10,000. Board responded with enthusiastic, wistful sighs. Board suggests the purchase should be a specific fund-raising goal. Board  instructs GM to ask seller to delay sale until new year, when we might have the funds.

--Re: the CPB audit, GM says we still do not know if there will be anything punitive (cash penalty) in the final CPB action. --Considerable discussion of hiring our D.C. attorney for advice on how to respond to problems CPB mentions in its preliminary report. Board voted not to do so, but to detail (in our response to CPB preliminary report) the corrective actions we're taking & plan to take. Assuming good faith on both sides, this should suffice & save on legal fees.

E) Committee reports

1. Bylaws and Policies Committee—Middlebrook & volunteer Campbell present the language changes necessary to changing from a 1-year to a two-year election cycle. They agree to write the language for the ballot which the membership will cast by 31 October.

2. Finance Committee—Bushansky comments on difficulty of getting timely budget reports from the station. Finance Committee needs reports at least 3 days before scheduled BOD meetings, to review them and make recommendations to the Board. Board instructs GM to make this timeline work. --Considerable discussion about a large sum apparently mis-entered on the report submitted to Board treasurer. The station's 2018 annual report cannot be approved by the Board at this meeting because it is not yet finalized and correct.

Bushansky reports a budget shortfall (loss) of $29,000 for the FYE June, 2018 without depreciation or uncollectible accounts. Bushansky notes that we are in the summer funding doldrums right now. We should soon be getting CPB funding (October), of unknown amount. It has been declining in the last several years. Board has hopes for realistic fund-raising target, and success in meeting it, in the up-coming fund-drive.

3. Fundraising and Membership Committee—Dow reports that he and Jeff are in the process of dividing membership and underwriting work into 2 sectors with half-time people dividing the work ineach area. The sectors are the coast and valley, with valley meaning the 101 corridor & Lake County, and coast meaning Anderson Valley + the Coast. Dow says there are personnel matters to be discussed in closed session, and reports he is working on a significant major donor and has a high overall goal for large donations. The effort takes time: not just phone calls, but several (at least) sit-down meetings and in-depth discussion with each potential donor.--Middlebrook remarks that, at the other end of the fund-raising seesaw is the matter of $25 memberships. He asserts that we've tapped out our middle donor range, and that $25 memberships (in a county with a median household income of $43,000) might appeal to a different membership pool. He says that increased membership is a good talking point for recruiting new underwriters and getting grants.

Azzaro suggests a one-year trial membership for new members, at $25, increasing to $50 in following years. Keller mentions anomaly in programmer/member voting situation.--Dow welcomes discussion, says he doesn't have extra time to work on it. Middlebrook volunteers to write a discussion paper for an agenda in the new year.

--Dow concludes his report with comments on the Underwriters' workshop to be held at his house. One topic should be “resistance to underwriting: We've got pitchers; we need hitters.” --Some personnel matters mentioned.

4. Long Range/Strategic Planning Committee—Hulse-Stephens reports that a questionnaire will be mailed with Bylaws ballot. Questionnaire will be based on asking members how well KZYX is meeting its goal as expressed in the several past mission statements.

5. 6. 7. Reports from Personnel Committee, Programming and Publicity Committee, and CAB skipped, to focus

attention on Agenda items H-L.

F) Matters from the Board—none

G) Public Expression—Keller thanks the Board for its on-going effort & energy.

H) Closed Session—personnel

I) Announcement out of closed session—sensitive matters discussed.

J) The next Board meeting is at 6 p.m. on Wednesday, 26 September, Rural Communities Housing Development

Corporation, 899 Leslie Street, Ukiah.

Adjournment at 7:45 p.m.

Respectfully submitted,

Jonathan Middlebrook, Secretary

15 September 2018

General Manager’s Report, Jeffrey Parker, 12 September 2018


Recruited Susan Kelley as part-time Membership Associate, to split her time between Philo and Fort Bragg, where she keeps a downtown office. Susan will have a KZYX phone, able to answer calls as if she were in Philo, and have a signed presence in our second-largest membership center. She’ll take over membership maintenance duties from Diane, and help with membership development strategies.

Community News

News team met off-site in Boonville on 4 September to review recruitment progress and plan development as fundraising effort led by Tom and Jeff brings in fresh funding. Two candidates scheduled for interviews on Friday 14 September in Philo. New advertising targeting Mendocino Coast is planned.


Senator McGuire has organized a meeting between KZYX, Sheriff Allman and CalFire Mendocino chief Gonzalez on 19 September in Ukiah to formalize our request relief from annual tower and vault rental on CDF towers. We are organizing letters of support from fire chiefs across Mendocino County. Young volunteer Emily Tecchio helping to organize and collect the chiefs’ letters.

CPB Audit

Following issuance by CPB of the Draft Audit Report, we took the opportunity to revise our FY2017 Audited Financial Report, a version of our Audited Financial Statement prepared specifically for CPB to support our Community Service Grant. This brought the AFR into compliance with guidelines for reporting non-federal financial support set out in the Draft Audit Report. Our total NFFS for FY17, which is the basis for sizing our CPB Community Service Grant for FY19, is $403,195, according to the revised AFR we submitted on 12 September. Next step is to submit our responses to the Draft Audit Report by 24 September. Jeff is consulting with legal counsel regarding likelihood of financial penalties, given the nature of the Draft Audit findings, which, apart from the inadvertent NFFS overstatement, including “not fully complying” with CPB’s “open meeting” and discrete accounting requirements. Are penalties likely given the “low-level” nature of the findings? If penalties are likely, what might legal counsel do to mitigate them?


Sandra and Tom visited Flow Kana, which is keen to underwrite KZYX but is constrained by the federal prohibition. Sandra has come up with a interesting strategy whereby Flow Kana would fund deserving community organizations with matching funds that must be spent at KZYX.


Sheep Dog Trials on Sunday 16 September at the Boonville fairgrounds, broadcast live.

The next KZYX community event is 21 September Oak & Thorn concert featuring Northern Irish band Connla at Eagles Hall in Fort Bragg. Preparations are going smoothly, with Alcoholic Beverage Control license being prepared chiefly by Oak & Thorn team and Bob Bushansky, removing much of the work from Underwriting. McNab Winery donated a mix case in direct response to an on-air plea(!!), and we’ll use the final case of Parducci. Mendocino volunteer Mary Rack is leading up efforts to secure new sources of donated wine. Beers are home-brewed by Oak & Thorn programmer Tim Bray.

Next Oak & Thorn event is 16 November Open the Door For Three, at Eagles Hall, followed by the Celtic show’s first inland show, Winterdance by Molly’s Revenge on 8 December at SPACE in Ukiah. Sandra Chapin is looking for accommodations for the band (six rooms).