BOARD OF DIRECTORS MEETING AGENDA
BLOOMINGTON COMMUNITY RADIO, INC.
Monday, March 24, 2014 7:00 p.m.
Hooker Conference Room, #245, City Hall, 201 N. Morton St., Bloomington, IN
CALL TO ORDER / ATTENDANCE OF BOARD MEMBERS
7:03 PM All board members are present. Quorum is obtained. No participating members are in attendance. Our invited guest presenter is present: Al Lyons
REVIEW/APPROVAL OF MINUTES
Rich R made a motion to accept the Minutes, Rich F seconded. Rich R, Rich F, Louis, Carolyn, and Maria voted yea and the February Minutes passed unanimously on March 5, 2014.
GUEST SPEAKER 7:00 pm
Al Lyons - 20 min talk + 10 min questions = 30 minutes
Dr. Lyons mentions how transparent the station’s web site is and includes a lot of useful public information. He talks about how the organization has tripled in size in the past 10 years and this may not line up with the original goals and bylaws. He has looked at the Strategic Plan and sees it as a document of goals but is not about long range planning. “Where are you going?” It seems like a huge hole. In looking at the bylaws, there is a real emphasis on the fact we’re a volunteer organization. He asks if you have to be a participating member to be on the Board. “No, but being on the Board makes you a PM.” Is the Board structured to do the work that it needs to do? We have a lot of committees for such a small Board. He continues with questions that were forwarded to him several days before the meeting.
What are the universal tenets of a non profit board?
A Board should do what the organization needs it to do. There are very few requirements but there can be a lot of responsibility.
Duty of care – act as an ordinary prudent person should act
Duty of obedience – serving the laws of the land and the bylaws
Duty of loyalty – you are a private organization for a public person; the board’s business should remain private until the Board decides to make it public. As a Board member you are always representing the Board.
The Board is an entity in and of itself. The Board is the organization. Members can choose to leave but the Board is still an organization. You represent the organization as a Board member. You represent the constituents, too. The Board should decide who speaks for the Board.
An executive committee functions to do normal policy business without having to involve the entire Board. It becomes more important when the Board gets to be “large.” The executive committee can meet to relieve the Board from having to meet every month. A Board should meet quarterly if possible.
Closed sessions is where information needs to be hashed out and should be kept private. An executive committee meeting is not an open meeting. A Board agenda should probably be about one issue and that should be during open session. What do you want the public to tell you when they are attending a public session?
Board members are elected to run the organization and represent the membership but to exercise their own wisdom and experience and to know enough about the details and options to say this is what we’re going to do as a Board.
A Board should come up with its own mission statement, add value to its Board members and set the standards of behavior and ethics for the Board. Legally, the Board is responsible for the organization. It is recommended that a value statement be agreed upon for Board behavior. Set your own consequences. What are the sanctions? When considering the use of social networking, emails, etc, it is best to act as a normal, prudent person.
Currently, you do not have an ongoing Board evaluation which should be yearly just as you would provide an annual evaluation concerning paid staff.
Bylaws are the rules Boards make up to govern themselves and the more bylaws there are, the more restrictive it is.
GENERAL MANAGER’S REPORT
There has been several power outages in downtown Bloomington in the last few weeks and when that happens, we’ve been off the air the entire time. There is back up at the transmitter but not at the station. Some ideas that are discussed: we should check to make sure we can’t hook into whatever Ivy Tech has; we should check with a Honda gas generator which can be hooked directly into a gas line; we don’t have any gas lines at the station. When the electricity came back on, the station transmitter 91.3 started screaming and will have to be replaced. We’ll need to look at a transmitter around $12-14K.
Technical woes: lost our main server the last few days. This affected a computer and 4 hard drives A RAM card has hit the end of its life.
CPB grant: Congress passed a law that changed the application forms. Cleveland has corrected that information and it turns out we’ll receive an additional $4000.
CAB committee – Pam suggests that we need a mission statement in order to know who to ask to be a member. A community board meeting is a reporting meeting about what’s going on. It is usually a quarterly meeting where the station would give a report and the community board members then take the “good news” out to the community. They sort of serve as the station’s “cheerleader” to the community at large.
We need to change a statement in the job description for the assistant news director to state the ANC reports to the news director. The corrected statement will be written and brought to the Board for a vote.
FY 2014 Budget – see attached documents
BOARD CANDIDATE INTERVIEWS 8:00 pm
Policy Committee – bylaws need to be rewritten – tabled
Database for fundraising (Pam and Cleveland) – tabled
Executive Committee: After the talk by Dr. Lyons, there is a consensus that the EC will not meet on a regular basis as there has not been any discussion or reorganization of the Board Meetings. According to Dr. Lyons, the EC makes decisions about the business of the station between Board Meetings which are normally quarterly and meet to discuss one particular topic. The EC typically meets every 2 weeks.
Community Advisory Board
http://www.cpb.org/stations/certification/cert3.html CPB requirements
Composition: Board Secretary+ at least one other board member + up to seven non-board members
MISSION: (FROM STATION BYLAWS: Article Nine: Community Advisory Board)
The Board may select from the community at large an unspecified number of persons to serve on an advisory panel known as the Board of Advisors, for terms of one (1) year. These Advisors may be reappointed for such additional one (1) year terms as the Board may deem proper. The Advisors shall serve in an advisory capacity to the Board of Directors. Members of the Board of Advisors shall not be
Staff Members. The Advisory Board Membership should reasonably reflect the diverse needs and interests of the community.
A suggestion to stagger terms of membership is met with general agreement in order to retain a flow of membership to the CAB and so members won’t all go off the Board at the same time. Three names have been discussed as possible members.
Jeb Conrad, Chamber of Commerce
John Whikehart, Deputy Mayor
Christian Freitag, Sycamore Land Trust
Board Operations Manual – tabled
Discussion and vote for Board-nominated Candidates
Closed Session: The Board discusses all three candidates who presented themselves for interviews at tonight’s meeting.
The Board enters into a discussion about procedures for nominating and endorsing Board candidates. The Nominating Committee will meet before April 8th to recommend candidates for the Board nominations.
Rich R makes a motion to adjourn, Carolyn seconds, unanimous vote to adjourn at 9:25