WFHB FireHouse Broadcasting

BOARD OF DIRECTORS MEETINGBLOOMINGTON COMMUNITY RADIO, INC.AUGUST 24, 2009Hooker Room, City Hall, 201 N. Morton St., Bloomington, INI. CALL TO ORDER / ATTENDANCE OF BOARD MEMBERSThe Meeting was called to order by President Mark Need at 7:10pmPresent: Mark Need, Carolyn VandeWiele, Pam Raider, Duane Schau, Suzette Weakley and Will MurphyAbsent: Kirby Thompson, Mike McAfeeGuests:  Jim Manion, Chad Carrothers, Sharon Baker, Bill Daugherty, Joe Estivill, Richard Fish and Cindy LevindofskeAddenda/Handouts:1. Letter of Concerns and Board Reply2. Duties: WFHB News Director3. Duties: WFHB Assistant News Director4. WFHB Governance Document: proposed changes to Appendix A. Chart of WFHB’s Organizational Structure     (Tentative as of 24 August, 2009)II. APPROVAL OF MINUTES The minutes of the July board meeting were previously distributed to the board members by email. A motion was made to accept the minutes as written pending some "minor corrections" by Will Murphy.This motion was seconded and carried unanimously.(NB: Will Murphy indicated that he actually had no corrections to the minutes other than to correct the spelling of Kevin Bazur's name. The minutes, therefore, are approved as written with that one correction. This correctionwas also made to the June minutes)III. STANDING COMMITTEE REPORTS, UPDATES:a.) Executive Committee: Did not meetb.) Personnel Committee: Did not meetc.) Development Committee:  Pam RaiderMet on August 5th: with Pam Raider, Will Murphy, Jonathan Schuster and Joe Estivll.Overview:  The committee discussed ways in which the committee could be reorganized, whether to revive thePUMP committee. They also discussed the survey; we have cancelled the survey monkey account and discusseddeveloping a shorter survey that could be used to engage people at events. In general it was agreed that we needed to improve the station's visibility in the community f.i. at the Farmer's Market, in Bedford, etc. Will reported that he had done some research on grants on the United Way data base in the library. At the timewe had not yet received word on the Digital Conversion Grant (which was subsequently approved) and werealso waiting to hear about the status of a smaller grant with the IAC for our Radio Theatre Project.The committee discussed some other Fund Raising ideas, perhaps partnering with Union Board, connecting up with ARTS Week (to be held Feb. 18-28 with the theme Arts and The Environment)The next meeting will be on Sept. 2 in the Station Library at 6:00pmd.) Legal Affairs Committee: did not meet - this is still a committee of one.e.) Nominating Committee: did not meet, no further nominations. It is felt that it would be a good idea to concentrate on finding a nominee with financial and accounting background who could fill our treasurer and budgeting needs. See also Board Vacancies below.f.) Pump Committee: on hiatusg.) NPAC Committee: Carolyn VandeWieleNPAC met on August 17th. The bulk of the meeting was spent discussing the potential new show "Public Domain with Darryl Neher" (see below for further discussion). We have stopped running WRN at 8am - they kept changingwhat shows were being run and most of them were not news. The committee also discussed possible options for the 8am and noon news slots - including running Democracy Now live at 8am with an encore at noon as we are doing now, leaving Democracy Now! at noon and running an alternative show at 8am or moving Democracy Now! to 8am and running an alternative show at noon. A possible replacement show would be the BBC "World Have Your Say"  production which is an international talk show. The committee also discussed issues with Free Speech Radio News and where to move the show if Public Domain goes on the air. They briefly discussed that the Digital Conversion Grant was approved, some Knight Foundation Grant Application Opportunities. Chad and otherstation representatives met with people in Brown County about the new Brown County Hour Show: the hope is tostart with four shows a year and then to move it to a monthly show focusing on arts and culture along with newsthat doesn't have to be presented in a timely fashion. The News Department plans to start the Hound Pound Happy Hour, a (weekly?) social group for news volunteers to give them a chance to meet each other and discussideas. The committee briefly discussed the 2010 Homelessness Marathon and we hope to do a live remote fromthe Shalom Center for the next marathon and finally they discussed updates to Public Radio Player for iPhonewhich now identifies which news shows you are listening to.See the NPAC Minutes for full information.h.) Music Committee: Jim ManionWill meet tomorrow night. They plan to change their meeting time from the last Tuesday to the 3rd Tuesday of themonth. Agenda for tomorrow night is to plan what is coming up over the next 6 months including finishing theAir Sound Improvement Initiative project for Evening Specialty and Weekend Shows. They will also take a lookat the schedule shifts that would result from adding "Public Domain" to the WFHB lineup and start formalizingthe process for adding new music shows to the schedule.i.) Tech Committee: Duane SchauHas not met. Duane has been working on developing contacts at the IU surplus store to funnel some equipmentinto the station. This is the time of year that IU tends to replace a lot of equipment so there may be some gooddeals coming up and Duane hopes to purchase some of the technology we need at the station as a donation.j.) Fund Drive Committee: Will MurphyFund Drive is September 11 - 20. We will be kicking off the Fund Drive with a live show produced by Mike Kelseyat the Monroe County History Center. We'll officially launch the drive about a week before with some pre-driveweb promotions where people can pledge online.The Fund Drive Committee has met twice since the last Board Meeting working on nailing down details for theupcoming Drive. Will is meeting with Kelly Walker tomorrow and plans to set the goal for the drive after the meeting; he feels that it will likely be similar to the last few fund drives at about $40,000.We have some premiums lined up: The Shalom Center is putting out a CD called "Playing For Change" thatraises money for their projects, WFHB T-shirts and T-Shirts with logos for some particular shows, Marc Tschida is working on putting together a package of live shows during the week who will donate a partof the door to WFHB and the station is also co-sponsoring the Hoosier Dylan Show on September 19th.Mark Need is trying to line up a similar package of local restaurants who will donate a percentage of mealprices to WFHB - possible locations are Farm and Finches. Other possibilities  - the Village Deli, Player's Pub.Jim is working on Fund Drive Live - we are looking at 15-17 live sessions over the course of the drive. "LocalLive" that week will take over the full 2 hours of the local music show and feature members of the Hoosier Dylanshow. We are also looking at a couple of live remotes over the week. Some of the sessions from last year'sFund Drive shows have been edited into testimonials for use this year. Will also plans to edit some of the skitsfrom the Variety Show for use on air during the drive.IV. GENERAL MANAGER'S REPORT - Will Murphy      a.) state of the stationWe have received confirmation from Baron Hill's office, although not yet from the CPB that we have beenawarded a $56,000 grant for digital conversion. We will need to raise $26,000 as a local match. WIll is working with Marc Tschida on some options for meeting a part of this match. Our need to match will bewithin 6 months of signing the contract... we will shoot for the end of Dec/early January to have the money promised or in house. There may be some disruption of service during the time that equipmentis being installedWe also received word that we have been awarded a grant for the National Audio Theatre Festival fromthe Indiana Arts Commission. We don't know exactly how much of the requested $3500 we will get butit will serve as seed money for bringing some portion of the Festival to Bloomington in 2010.V. OLD BUSINESSa.) Update on financial situation – Will Murphy / Mark NeedFollow up from the discussion of 7/27 on the financial status of the station. We came up with three goals:creation of more underwriting, a target list to be developed by the Board for additional underwriters orstation members and working through the pledged but not played list. Mark Need, Johnathan Schuster, Mike McAfee and Kirby Thompson met a week later to make calls to the "not paid" group and this broughtabout $3000 of the money owed to the station in the door.A target list was developed and those relationships are being developed. There have been no significant changes to underwriting at this timeOther potential fundraising projects: Friday concerts in the Firebay, or another location such as Le Petit Cafe or Finches, developed by Suzette Weakley using local talent and possibly doing tribute concerts. Most artists will do the showfor free if given the opportunity to sell cdsUpdate on Line of Credit: we have contacted both banks about establishing a line of credit for the station.The next step is to put together a budget and other financials required to present our case.Auction idea: we were unable to find a local Auction House to work withThe Record sale netted about $75-100b.) Report on Mike's Dance Barn Benefit - Pam Raider/Will MurphyThe Dance went well and brought in around $1500. Publicity before had could have been better and showsthe need to revive the PUMP committee. We really liked the venue and think it would be a good place todo another event such as a square dance with the Bloomington Old Time Music Group. There is a possibilityfor doing some tradeouts with Mikes in return for using the venuec.) Discussion of board authority, power, and duties – Mark NeedThere were concerns expressed that decisions on station business were being made outside of the formalBoard Meeting structures. Mark said that he knew of no decisions that were made in this way and reiteratedthat any such decisions would be invalid. Discussions outside meetings between Board Members and betweenBoard Members and Staff or Volunteers are encouraged as a way of developing ideas and concepts; once thatdiscussion gets to the level of making a decision, however, then those discussions need to be brought to theBoard for further development and ratification. If there is an emergency, there are provisions within the bylaws for dealing with issues that are too timely to wait for a regularly scheduled meeting by polling members for their thoughts, via the Executive Committee or through a special session of the Board. The Board can also delegatethe right to make a decision to a person or entity when necessary. d.) Response to letter of concerns from members – Mark NeedA letter of response to the letter of concerns presented at the July Board Meeting was circulated and discussedin general. The Board stressed that this letter was a good catalyst for stimulating discussion and helping the station to develop a healthier volunteer relationship.  The need for good communication and the need for everyone involved with the station to participate fully was stressed. Working on internal and external station communication processes is one of the first steps to make sure that everyone is on the same page and could be done simply and inexpensively by email. Simple communication by email letting everyone know where to go for further information is possible without over-extending the volunteers responsible for it's production.e.) Discussion of policies for compensation to non-staff programmers – Will MurphyThis question has arisen from a specific opportunity that has arisen for the station and the discussions that haveensued from that possibility. WFHB has the opportunity to pick up Daryll Neher's talk show that was dropped byWGCL and is tentatively scheduled to start broadcasting on Sept. 8th. The proposal was submitted to and discussed by the NPAC Committee in accordance with the guidelines set up for establishing news programs on the air and was passed out of the committee but with the request that the Board clarify some policy guidelines arising from some special requirements that have arisen in regards to the show. One such issue is the agreementto compensate Mr. Neher for producing the show based on the fact that because it is a daily show there would be some significant time invested in the production (along the lines of 20 hours or more a week) and as long as the show brought more revenue into the station than it paid out.For a full discussion of the show, the vetting process, the benefits of the show to WFHB, it's potential for bringing in income, increasing the stature and mandate of WFHB as a producer of local content and the full committee discussion see also the NPAC minutes from August 17, 2009.  Chad pointed out that there is already some precedent for this in that there is a policy in place with the producers of BloomingOUT that they would receive a portion of underwriting income for underwriters that they brought in. Chad stressed that any such agreement would need to be applicable to all station volunteers in a similar situation. One of the questions that the Board put forward in regards to this issue is whether we really want to establish a policy for what is really a management issue. This specific case is before the Board of Directors because the NPAC committee asked the Board to review the situation and to comment on it; however, the ultimate decision really belongs to the General Manager as stipulated by the Bylaws and Governance Documents of the Corporation. Everyone of these situations that arises is going to be unique given the specifics of the show in question and it might be more beneficial to the station for each to be considered on it's own merits than to establish a policy that says, for example, that we are always going to pay for locally produced programming or that we are never going to pay for locally produced programming.A second question that arose was should the station be considering investing money in a new show when wefind ourselves under significant financial constraints. One of the stipulations put forward by the NPAC Committee was that Mr. Neher would only be paid in full if the show was fully underwritten... that the agreement be that therewas no financial risk to the station. The only exception to this cost protection would be the purchase of a delay,costing about $2100, which would, in fact, be of benefit to the station as a whole and not just that one show.If the show was fully funded by underwriting - 6 slots x $2000/slot - the money brought in would cover the costof both Mr. Neher's fee and of an increase in hours for the Assistant News Director who would be co-producing.Although an upgrade to the phone system would be beneficial, it would not be required and could be postponeduntil sufficient funds were on hand and, again, such an upgrade would benefit several shows at the station, notjust "Public Domain".A third consideration would be to pay for the show as opposed to paying someone to do the show... what arethe legal implications to this option, how would this affect WFHB's control over show content, who has the right's to the show if syndication were further extended and who makes the final decisions as to whether the show stays or goes... What are the implications of paying him as independent contractor vs paying him for a show? These are considerations that could all be covered in a contract.After the discussion Pam Raider made a motion that the Board, without establishing a strict policy, and pending establishment of a contract, time commitment and other guidelines, and given full underwriting, provide a vote of confidence for this particular show to move forward. The motion was seconded.Under further discussion Will Murphy stated that he did not like the concept of a contract and would prefer a memorandum of understanding such as we have set up with CATS. Mark suggested that Will defer to the legal committee for a final consult on whether a contract was in the best interests of the station.Pam Raider then amended her motion to read: That the Board of Directors make a vote of confidence to moveforward with this particular show after the discussion we've had tonight. This motion was seconded and passed unanimously. f.) Discussion of committee structure – Mark Need / Will MurphyThe Board will take into consideration the structure and alignment of the various committees to decide which committees need to be restructured, created or eliminated. Will stated that he would like to see a resurgenceof the PUMP Committee with new guidelines and goals. He felt that the committee suffered from "the odd problemof over enthusiasm" which caused it to overextend itself and seemed to put more stress on the staff.  He sees itdeveloping as a marketing committee for the station. In addition he would like to see the Development Committeelook at some restructuring with a Finance Division, and possibly the Fund Drive Committee, as subsets.Will would also like to see us create a Volunteer Committee - volunteers are at the heart of this enterprise and wehaven't been able to do enough to train, track, keep and stimulate them. Joy Laughter has done an incrediblejob but it is simply too much for one person to handle.Board Committees: Executive, Personnel, Development, Fund Drive, Legal Affairs, Nominating and PUMP/MarketingStation Committees: NPAC, Music, Technology, VolunteerMark Need proposed that we postpone a final discussion and vote on committee reorganization until the next meeting.g.) Community Advisory Board second ratification – Carolyn VandeWieleWe have list updates from Jim and Chad for memberships, Will will check to see if there are other people to add tothe list of members prior to sending out a letter to the membership to vote on a second ratification.h. Amendments to the Governance Documents - Carolyn VandeWieleThe Board has noted for some time that the Governance Documents for the station are deficient; for example, under the current documents WFHB does not have a News Department (which is does) and does have a Comptroller (which it does not). Carolyn VandeWiele has obtained the Job Guidelines for News Director and Assistant News Director which were developed prior to the hiring of the Assistant News Director and has created an amended Appendix A for Board consideration for addition to the Governance Documents. These were distributed to the Board members for their consideration and a vote at a later date.i. ) General Manager 360 performance review status – Mark NeedHas been on the Board's radar screen for sometime. Mark asked for help in developing a review documentso that we can proceed with the General Manager's reviewj.) Discussion of Conflict of Interest Policy and Whistleblower policy – Mark NeedThese documents have been in process for almost a year. They were originally presented to the Board after ameeting last autumn by June Miller on the new 990 form and reflect the need to establish some policies in order to fully answer some of the questions on the new long form (which we are not yet required to fill out). In additionto these two documents we are also considering policies on Document Retention and Destruction and Executive Pay. The original documents were put together from templates provided at the meeting and thentweaked by the Legal Affairs Committee.After general discussion of the policies Duane Schau made a motion the the Board vote to accept these  documents as part of the WFHB Governing Documents. This motion was seconded and passed unanimously.k.) Board vacancies – Mark NeedJonathan Schuster resigned from the Board of Directors effective last week for personal and professional reasons.The Bylaws do allow us to run at a minimum of seven members but we now have 2 vacancies to fill to bring usback to full strength. Suggestions to fill these committees should be sent to the Nominating Committee and, in particular, we are seeking a candidate with financial and business experience who would be willing to serve as treasurer. Any member who would be willing to serve as interim treasurer should contact Mark Need.l.) Board liability insurance – Carolyn VandeWieleWe have received our invoice from Beehive Insurance for our Board Liability Insurance which protects individualboard members from liability for the station's debts. In 2008-09 we took out a two year policy which means that we don't need to file an application for 2009-10 and which locked us into last year's rates. The invoice is for $810. This company has been very helpful to us and appears to offer a good rate but we may want to revisit our options before renewing for 2010-11.VI. NEW BUSINESSa.) WFHB Live Shows - Richard FishRichard Fish wanted to discuss the WFHB Live Variety shows which he thinks should offer the station theopportunity to make some money as well as bring in new listenership. He felt that in order for us to get themost benefit from these shows that it is essential to book them far enough in advance to bring in the besttalent and do proper promotion. Rich feels that we should be booking these shows at least a year in advanceand would like the Board to help discuss ways to expedite this. Due to the late hour further discussion wastabled until a later date.VII. ADJOURNMENT:The meeting was adjourned  by unanimous vote at 9:28pm The next meeting of the Board of Directors will be on September 28th in the Hooker Room at City Hall.