WFHB FireHouse Broadcasting

BOARD OF DIRECTORS MEETING AGENDABLOOMINGTON COMMUNITY RADIO, INC.OCTOBER 26, 2009Hooker Room, City Hall, 201 N. Morton St., Bloomington, INI. CALL TO ORDER / ATTENDANCE OF BOARD MEMBERSThe meeting was called to order by Board President Mark Need at 7:08pmPresent: Mark Need, Carolyn VandeWiele, Kirby Thompson, Suzette Weakley, Mike McAfee, Duane Schau, Pam Raider and Will MurphyAbsent: noneGuests: Joe Estivill, Jeffrey Morris, Ana Bennet and Shaun McDermottII. APPROVAL OF MINUTES Minutes of the August and September, 2009 board meetings were approved unanimouslyIII. STANDING COMMITTEE REPORTS, UPDATES:a.) Executive Committee - did not meetMark Need stated that he and Will Murphy both thought that the Executive Committee should meet at least once between the monthly Board meetings.b.) Personnel Committee - did not meetc.) Legal Affairs CommitteeMet briefly - Mark Need reported on what the committee has underway; other issues should be directed to him as identified.The committee has added two new members who are law students Josh Radeke and Kate McConroy both of whom have been involved with the station in various ways.1). Began to discuss volunteer forms, especially in regards to specialty programs, etc. At one point, we did have a volunteer agreement that volunteers were required to sign annually but this has not been done for several years.Looking at what would be ideal in a volunteer agreement for the station: components of such an agreement might include a basic agreement to follow station policies and amendments to those policies, a hold harmless and release of liability agreement, and guidelines on proprietary rights and ownership of content issues for shows developed at WFHB. 2.) Document Retention and Destruction Policy - as it relates to our 5.01(c)3 status and other issues3.) Possibility of further reducing or re-reducing the PRI payment to an amount that is mutually agreeable to the station and PRId.) Nominating CommitteeThere are two current openings on the Board of DirectorsThe nominating Committee received the following correspondence from President Mark Need.Good Morning, Carolyn:      In your capacity as chair of the Nominating Committee, I am forwarding you the name of Shaun McDermott as a strong, interested, and qualified candidate for a seat on our board.  His particular strengths lie in the financial area, where we are in desperate need of a board member to pick up the role of treasurer, as you know. Shaun McDermott is the Chief Financial Officer of Cornerstone Information Systems in Bloomington.  Shaun joined Cornerstone in July 2006, drawn to the company's strong suite of products and its forward-looking model of hosted travel applications. Recognizing that financial discipline is integral to building a strong, growth-oriented business, Shaun's mission is to keep a close watch over the financial operations that affect Cornerstone's bottom line. Though a relative newcomer to the travel industry, Shaun has spent more than 18 years in corporate finance, marketing and financial analysis, budgeting and control, and software contracts and licensing. Previously, Shaun served as CFO of Mad Doc Software in Andover, Massachusetts, helping the startup grow from 16 to 135 employees. He also served as budget and financial analyst for the Harvard Smithsonian Center for Astrophysics, and was a financial analyst and corporate strategic planner for Duke Energy. Shaun holds a B.A. in economics and philosophy from the University of North Carolina at Charlotte and an M.A. in policy and management from Carnegie Mellon University. In his spare time, he enjoys playing tennis and is an accomplished fingerstyle guitarist. I am hopeful Shaun will also be able to join us as a guest at tonight’s meeting.Thanks/Best,-MarkOther nominations to date are: Joe Estivill and Sharon BakerJeffrey Morris also expressed interest in being considered for the Board; it has been policy up until now for Staff Members not to be Board Members but it isn't specifically prohibited by the WFHB bylaws for staff members to be on the board with the exception of the general manager.Will Murphy said that he had also been given a number of possible names to investigate.The Board would like to fill both these positions as soon as is practical but the immediate need is to fill our Treasurer's position as soon as possible because of upcoming financial obligations. In the absence of significant financial expertise among the present board members, the addition of a member with this expertise who would also accept the Treasurer's position would be ideal. The second position is less critical but it would be beneficial to the organization to have it filled by the next meeting.Will Murphy elaborated on some of the reasons why having the Treasurer position filled is important. The most critical being that we have until October 31 to file our numbers with the CBP; this may be required for getting our next installment of funding from the CPB (likely to be $34,000 this round)although Will is waiting on a determination from them on this. This paperwork is due 5 months afterthe end of our fiscal year (May 31) and although there is a option to file for an automatic 30 day delay, Will is concerned that this would also delay our payment. Three people have to sign off on the document: Will as the Head of Grantee, Mark Need as the Licensee Official and our Treasurer as Grants Administrator. A further wrinkle is that the CPB doesn't accept changes to our CPB profile after September 15, and as of that date Jonathan Schuster was still listed as the Grants Administrator. Will is waiting on an adjudication from the CPB as to whether Johnathan Schuster can (or must) fulfill this capacity for purposes of signing off on our paperwork even though he is no longer with the organization or if we can make changes to our administrative agents after the September 15 deadline.The Board discussed Shaun McDermott's candidacy. Will stated that he had talked to Shaun aboutjoining the board last spring but at that time he wanted to step back and consider whether it was something that he could and wanted to do and whether he would have the time to devote to the position.Mark Need read Shaun's bio in to the record and stated that Shaun was ready to serve even though we had made full disclosure as to the details of our current financial situation; in fact he stated that fixing this type of problem was what he does. There was some concern about considering candidacywithout most of the Board actually meeting him but Will and Mark who had both met Shaun, seen whathe can do with specific tasks and had talked to him about the position both stated that they felt he wasa good fit for the position. The fact that he had taken the time to seriously consider whether or not hewanted to take it on was also considered a plus in his favor.Following the discussion Kirby Thompson made a motion that the Board appoint Shaun McDermottto fill out the remainder of Jonathan Schuster's term which ends May 31, 2010. This motion wasseconded by Duane Schau and passed unanimously.A second motion was made by Carolyn VandeWiele to appoint Shaun McDermott to the position of Treasurer of the Corporation and this was seconded by Pam Raider. This motion also passedunanimously.Mr. McDermott joined the meeting soon after and accepted both positions.The Board will ask the other interested candidates to attend the November Board meeting on Nov. 23 and meet with them at that time. We will send out a questionnaire to the candidates to fill out priorto the meeting to get some impression of their ideas and qualifications in advance. We hope to fill the position vacated by Tomas Beauchamp at that time; this position also expires May 31, 2010 with the option to run for reelection at the annual meeting in June.e.) NPAC Committee - This committee did not meet in October because of a conflict with the "Can YouBe Good Without God" Debate moderated by Darryl Neher. Since Chad needed to be present to helpwith the event the committee was unable to meet on it's scheduled night and was unable to schedulean alternative time.f.) Music Committee - meets tomorrow night. There was supposed to be a meeting to continue the Air Sound Improvement Initiative but Suzette Weakley said that no one showed up for that meeting.Carolyn VandeWiele said that she thought the next group to meet was supposed to be the EveningSpecialty Programmers of which she is one but no one had informed her of a meeting so there appears to be some confusion as to meeting times and locations. Several people said that theyremembered Jim stating that he wanted to move the Music Committee meetings ahead one week tofall on the 3rd Tuesday of the month so that they occurred before the Board Meetings but we do nothave any confirmation of this schedule change.g.) Tech Committee - did not meet. Will Murphy reported that there seems to be a lack of interest in meeting expressed by some of the members of this committee; one member ,Hein, is leaving town for an extended period of time starting immediately. Will feels that this committee is one that needs to bebe reformulated and needs a chair who is active and committed to doing what is needed.Carolyn VandeWiele said that she appreciated that the wifi issues were resolved; having wifi backin the air room made her job as a programmer much easier.h.) Fund Drive Committee - has not met since last the board meeting; the committee meets on aWednesday at noon and the next meeting will probably be in early to mid November.i.)   Development committee - met on Oct 7. They began work on the digital grant match. Mark Tschidais preparing some talking points for the proposal and the committee looked at a timeline and discussedwho and how to contact prospective donors with personal contact planned for larger donors and apossible letter campaign to go out to smaller donors.Jeffrey Morrison reported that the tower on top of the station had been repaired.The committee felt that we continue to need better promotion, a greater web presence, etc.They also looked at possible sites for events including the North and South High School Auditoriums,Harmony School, Marc Tshcida has access to the old VFW building which we can use for free butit is not a finished space at this time.The committee also discussed distinguishing between the Digital Conversion and Matchstick Campaigns; Brian Kearney said that he felt that for a number of reasons we should emphasize the Digital ConversionCampaign as the primary need if it comes down to numbers. The station has received a $6000 grantfrom the Community Foundation of Bloomington and Monroe County towards the Digital Match; we havealso been notified that we will receive some money from the Telecommunications Council.The next meeting of the Development Committee will be on Nov. 4 at 6pm at the Station.IV. GENERAL MANAGER'S REPORT - Will Murphya.) state of the station WFHB was awarded a $6000 grant (50% of our original ask) from Community Foundation ofBloomington and Monroe County towards the Digital Conversion Match as was reported in the Herald Times last week.We still waiting on Telecommunications Council - they have confirmed that we will get between $2000 and $5000 from them but don't have official word yet as to the amount.Will felt it would be nice to have $3-5000 more before the end of November as we start off thiscampaign to have seed money before we really start to solicit donations.The contract is signed and the campaign officially started Sept. 15 and we will need to have fullamount in hand or contractually committed by March 15, 2010.The station has received two grants from  Bloomington Community Arts Commission for $384. One will be used for Poetry Sites, a project we'll be doing in conjunction with the IU English Department - recording poetry at different sites around town similar to the project we did last year.They will be aired as a radio module once or twice a week for the duration.The second will be used for an Arts Week project along with approximately $4000 funding from Indiana University for a project comprised of a workshop to teach children how to make and use recycled musical instruments and a musical performance with kids.b.) "A Big Fat Thank You", our next Variety Show is on the night of November 21st at the Buskirk Chumley Theatre. This is same night as the Old Oaken Bucket game (IU vs Purdue) so it may be difficult to sell the show. Board members are encouraged to promote the concert and ticket sales.The cost is $10,  $8 with donation to the Hoosier Hills Food Bank or the Animal Shelter.Posters will be available by the end of the week. The show features Busman's Holiday, Art Heckman and other musicians along with a radio play "Cow Tipping" by Joel Pierson.Will will provide a synopsis to board members to help with publicityc.) Fund Drive Update - Will is still concerned about finances even though we did well overall.There were 375 pledges: 291, for $30,925.10, are completed (i.e. paid through cash, checkcredit card or ACH commitment). Bills have been sent out for the remaining 84 pledges whichwill bring in and additional $7547.60. This sounds like a lot of money but...The current bank balance is $6000; Will had to delay much of the Accounts Payable over the summer because we didn't have the money to pay those bills in hand; we still have a lot of pressure on our Accounts Payables, but not as critical.In September our total income was $21,496 and our expenditures were $26,635; this included$17,000 in payroll as well as paying bills for back rent to the Waldron, Duke Energy, AnthemHealth Insurance for staff, etc. Will has not yet paid our bill to BeeHive Insurance for the Board Liability Insurance but expects to do so soon. We are also facing a $4000 bill from the Lotus Festival for the premium packages we used for fund drive.Mark Need stated that one of priorities for the new Treasurer should be to get our line of credit reestablished which will act as a short term smoothing mechanism through fiscally difficult times.There were some problems with fund drive logistics this year. In part because of the corrupted mailing list data from the PONGO collapse we had some difficulty getting information out to the membership. Because of this we did send out renewals to some people who hadn't gottenrenewal solicitations for some years. The bad side was that the mailing list was corrupted andwe were not able to get data properly for some members.In some cases the students who were entering data from this year's drive put the wrong statusin for a given pledge and Will has received some calls from donors who got invoices for pledgesthat were already paid; it is also possible that some bills have not yet been sent out for theopposite reason. Will hopes to have some changes in line with data processing and membershipmodules that will prevent similar problems during the spring fund drive.Ana and Gabby have been processing the premiums and this part of the equation is well in hand.All the T-shirt and CD premiums are in and everything should be out in the next few weeks.d.) Underwriting - underwriting is down $2-3000 over the year. We have had some delay in payments from our current underwriters, possibly associated with the state of the economy.There have also been some glitches with the Allegiance Program; a couple of accounts gotdeleted by the Allegiance system that Will is working to reinstate.Will now has new protocol in place where he makes one hour of phone calls (~12 calls) to newand renewing underwriting accounts on Monday mornings.V. OLD BUSINESSa.) Committee restructuring Will Murphy presented his ideas on Board Committee structure. He suggested that the board implementsome new committees:1.) a Marketing Committee to replace the PUMP committee where he suggested that Kirby, with his interest in bringing in new listeners and new voices, would be a natural choice for Chair.Will suggested that Kirby be given discretion to establish the committee and identify specific needs to be staffed.2.) a Volunteer Committee - he suggested that we talk to Joy Laughter to see if she'd be interested in chairing, Joe Estivill would be another good choice for a leadership role. It might be a good idea tohave co-chairs for this committee since there is a great deal of work to be done.Will sent out a call on SPOT Online a few weeks ago for participants who might like to be involved in these committees and only got two responses.Kirby Thompson asked about the need for/possibility of creating a Web Site Committee that would befocused specifically on better utilizing our web presence. Will Murphy said that would be up to thediscretion of the board, it had been a charge of the Tech Committee in the past. Jeffrey Morris said he felt that there might be a distinction between those who set up the website and those who put upcontent on a regular basis. Mike McAffee thought that this should be a subsidiary of marketing as thisthis really should be a marketing tool - he thought the website actually ought to be the focal point of the marketing committee - the way we sell ourselves, raise money, inform listeners and other interested parties, etc. and that it needs to be done in a timely fashion before and after events to maximize it'seffectiveness.Carolyn VandeWiele pointed out that the "Good Search" option under the support button on the website and the "Good Search" button on the front pager were left off when the website was lastredesigned.Carolyn VandeWiele made a motion that we formally retire the PUMP Committee and replace it with a Marketing Committee and that we charge Kirby Thompson with developing the structure for that Committee to report back at the next meeting. Mike McAffee seconded the motion and itpassed unanimously.Under further discussion Mike McAfee suggested that Will's concept of a "Thank You" Committeeshould also be incorporated in the marketing structure.Kirby Thompson moved that we form a volunteer committee with the chair open for discussionat this time but preferably to be determined by the next meeting. Carolyn VandeWiele secondedthe motion and it passed unanimously. Under further discussion it was recommended that WIll Murphy talk to Joy Laughter and Joe Estivillabout their willingness to co-chair that committee. Will Murphy pointed out that this would mean that two volunteers would be chairing and if this was an issue; he suggested perhaps that in thissituation the chair should have an ex officio position to the Board for reporting to the group in thesame manner as the General Manager. Carolyn VandeWiele said she saw the Volunteer Committeeto be similar to the NPAC and Music Committees in that they would be under the purview of the General Manager rather than the Board with a liaison who reports back to the Board of DirectorsEach committee chair is is charged with developing a mission statement, structure and list of duties and needs for their committee.b.) Potential replacement board members / immediate need for treasurer capacity   see above under Nominating Committee III D.c.) Plan for General Manager review (Mark Need)Mark is still working on developing a 360 review for the General Manager and hopes to have theconcept finalized to report back to the Board at the next meeting. Carolyn VandeWiele has offered to assist him in that effort. d.) Report on issues from community concern letter (Mark Need)There are two big issues that we continue to work on1. Financials: We hope to have a better set of financials including a budget in progress and should have a report on this at the next meeting.2. Transparency: Touching base more often with board and membership... Mark has suggested that he provide an hour of availability every other Wednesday after his showat the station from 11-noon where people can come in and ask questions and discuss concerns.Mark also suggested that the executive committee (president, secretary and treasurer) meet at least once in between Board Meetings to discuss needsMore timely minutes and reports from all meetingse.) Matchstick update (Carolyn VandeWiele)The Matchstick Initiative is part of the overall goal of WFHB to raise our endowment through theCommunity Foundation of Bloomington and Monroe County to $100,000 over a period of 8-10 years. The Matchstick Grant is offered by the Community Foundation to non-profit organizationsas a 1:3 matching grant. Last year we were successful in raising $10,000 through the initiative andwe are hoping to achieve the same goal this year.We have to date, $2900 in commitments towards the $7500 Matchstick initiative total from 7 donors.Three other people have said they would make donations but we do not yet know for how much.We are trying to raise this money in ways that don't interfere with our ability to achieve the $26,000match needed for the digital conversion project which is the more critical of the two fundraisingoptions but we would like to successfully complete both projects if possible. Deadline for donationsto the Matchstick IV initiative is Dec. 31, 2009. Carolyn asked that members of the Board who weregoing to make donations do so prior to Nov. 1 which is the deadline for our application for aMatchstick V Initiative for 2010. Carolyn VandeWiele and WIll Murphy are working on that application.Carolyn is working to set up a non-profit night with Bucceto's Smiling Teeth... they offer to donate20% of the bill, dine in or carry out, from 4-10pm on the date selected (Mon-Thu) if the diner bringsin a coupon. They will provide us with 200 copies of the flyer as well as a pdf that can be put up onthe website or emailed out. One date currently open is the date of our next board meeting, Nov. 23.This is the Monday after the Variety show so we can distribute flyers at that event. We could possiblyalso hold our Board meeting in their meeting room at the west side location.There are also some other possible events in the works but nothing is confirmed yet.f.) Addition of News Department Information/Revision of Appendix 2. to the Governance Documents (Carolyn VandeWiele)An ongoing project of the Board of Directors is to bring the WFHB Governance Documents up to date. One glaring absence in the current Documents is the absence of a "News Department" in the station's structural outline. In August, in order to bring this into compliance, Carolyn VandeWiele submitted three documents for the Board's consideration: a job description for the News Director, a job description for the Assistant News Director and an amended version of Appendix A. Chart of WFHB's Organizational Structure. The job descriptions were developed by the General Managerand News Director prior to hiring for the new Assistant News Director's position. The Chart was amended to delete the Comptroller's Position (which we do not have) and added in a structuralmodel for the News Department. The Board had intended to vote on these changes at the SeptemberBoard meeting but this didn't make it on to the Agenda. Carolyn redistributed the chart for membersto review with the intention of voting on the changes to the Governance Documents at the Novembermeeting.VI. NEW BUSINESSa.) WFHB Email List Considerations: (Joe Estivill)One of the issues that was discussed at the quarterly volunteer meeting was the status of the SPOT-Online and Kennel Email lists; Originally Spot-Online was the sole email list for the station; however, it was decided some years ago to divide into two lists because long discussions on thelist were making it difficult to identify station business. As now intended, Spot-Online is designed for Station Business and is a moderated, restricted access list. The Kennel is designed for thediscussion of station issues and is an unmoderated, free access list. Currently there are approximately 188 members on Spot and about 40-50 members on the Kennel list.The question is how to increase participation in station discussions without causing issues forvolunteers who don't want their email folders filled with messages. About three quarters of stationmembers are currently not signed on to the kennel list. Some station members say they don't wantto be on Spot-Online because they say they get too many notices about things that don't interest them.Some members have insisted that there is a way to combine the lists with a part of the list beingmoderated and part unmoderated. The IT people say that this is impossible. The option to get eitherlist in a digest form which limits the traffic to one email daily with topic headers already exists. Attempts to encourage signing up on the Kennel list through messages on Spot-Online have notgenerated much in the way of additional memberships. One possible conclusion to this is that thepreponderance of WFHB volunteers aren't much interested the discussion; a second possibility isthat people don't think that there is much of a meaningful discussion going on and that what is thereisn't worth their attention and that if we improve the discussion, the membership will follow.Jeffrey Morris said that he did attempt to sign up after one of the emails on Spot and he hasn't gotten any emails from the list; it's possible that there hasn't been any traffic since he signed up since messages to that list have been fairly infrequent. Will Murphy said that although the kennel is anunmoderated list, because of unwanted spam messages, Markus recently had to add a feature whereby first time posters to the group have to be approved by a list moderator to confirm that theiremail is legitimate.The group discussed ways of encouraging participation. At the moment there is a link to the Kennelat the bottom of each message from Spot-Online that reads: to subscribe to the WFHB Kennel go tohttp://.... with a hyperlink but this doesn't identify what the kennel is or is designed to do. Kirby suggested that we could add a tag line at the bottom of messages that read something like... "if you'dlike to further discuss this issue, go to the kennel...." which would help people get to the list withouthaving to go searching for the link. One of the duties of the new Volunteer Committee could be tohelp encourage participation in the Kennel; for example, they might initiate a "discussion of the week"topic, set up posting guidelines, etc.Mark asked Will Murphy to come up with an appropriate tag line for Spot messages for the next meeting.VII. ADJOURNMark Need made a motion to adjourn, this was seconded and passed unanimously.The meeting was adjourned at 8:40pmThe next meeting of the Board of Directors will be on Monday November 23, 2009 at 7:00pm in the Hooker Room (2nd Floor), City Hall Showers Complex, 201 N. Morton Street, Bloomington, IN.