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Board Minutes: January 27, 2014

Board Minutes: January 27, 2014

CALL TO ORDER

7:12 p.m.

ATTENDANCE

Board Members Present:  Joe Estivill, Maria McKinley, Cleveland Dietz, Pam Davidson, Rich Reardon,    Sheryll Mitchell, Richard Fish, Louis Malone

Board Members Absent:  Matt Pierce, Carolyn VandeWiele

Volunteers:  Darin Bagley

REVIEW/APPROVAL OF MINUTES

Minutes for Board meetings November 2013 and December 2013 are presented for approval.  Carolyn has stated in December’s meeting, she would like to offer corrections to the November Minutes but was not prepared to do so at that meeting.  We have not received any corrections via email and Richard suggests we wait to the end of tonight’s meeting to see if she will arrive late.  Pam states we need a quorum (we do, as 4 of 6 November Board members are present – new Board members in attendance may not vote on November/December minutes because they were not appointed to the Board until after December’s meeting).

Richard asks Maria to send out via email the monthly Minutes to be approved and posted on the website before the next monthly meetings.  She states this remains the goal but is challenging when Board members do not respond to the emails with corrections or approval.  A motion and a second and majority vote for approval is still required.

GENERAL MANAGER’S REPORT

Co-Promotions

  • Tim Grimm CD release shows 1/3 at Farm Fresh Studios (Bloomington) and 1/4 at The Commons (Columbus)
  • 7th Annual Progressive Dance Extravaganza 1/23 at Ivy Tech Waldron Center Auditorium

Communication

  • hYPe non-profit fair - Alycin was invited to attend and she collected several signatures from people who show an interest in the station.  The fair is designed to help young professionals become involved with local non-profit organizations.  Sheryll asks for a list of non-profit fairs with station participation.
  • Newsletter Committee - March 1 is the target for the first issue of the newsletter.  There will be a subscription “button” added to the webpage soon.  Members to date are Karen Roszkowski, Michael Glab, Helen Harrell, Carol Fischer, Maryll Jones, Cleveland Dietz. Joe suggests a shout out to the membership about the newsletter to identify others who may be interested in getting involved.
  • Monthly Volunteer Meetings - Markus Lowe is facilitating these round-table meetings which will be scheduled monthly in-between quarterly meetings.  Returning to monthly volunteer meetings is in compliance with the by-laws.  More than 30 volunteers attended the first round table.  The next meeting will be on February 1st at 12:15 p.m. at the Monroe County History Center.
  • Ryder Magazine - Jim Manion is working out a trade agreement which could result in one-page ads for WFHB.  Most top 10 music lists for 2013 were written by WFHB DJs.  Michael Glab’s pieces appear on-air at WFHB and in transcript form in the Ryder.
  • Bloom Magazine - One-page ad trades continue.  See February issue.

Operations

  • Health Insurance - Cleveland states we need to make a decision tonight as the enrollment anniversary is February 1.    If coverage remains the same, the monthly rate for Cleveland is $406.04 plus vision and dental.  Richard  makes a motion to purchase the Anthem Preferred Direct Access gxea Plan with vision and dental benefits and Pam seconds the motion.  Call for vote taken and passes by unanimous vote.
  • News Dept and CATS - Cleveland, Alycin, and Joe Crawford met with Sara Laughlin, Michael White, and Martin O’Neil  regarding the idea of moving the news department operations to the library.  The library offered to provide office space and equipment that would be just for the use of WFHB staff and volunteers.  This supports a strategic plan initiative to increase our partnership with CATS and MCPL.  Moving off-site would optimize our current facility space and the library could provide us with access to better equipment which could impact our on-air sound positively.  Board members agree on the positive attributes but also agree that many more questions remain, including logistics, remaining an independent entity, and associated costs.  Cleveland states this was a preliminary meeting called by the library and where the library offered up some ideas.
  • The Cage - Cleveland met with Paul Daily with regard to our unfinished studio and replacing and moving our furnace.  The furnace is 15+ years old and has been repaired numerous times and to move it up into the loft would free up much-needed space.  Paul gave the go-ahead for us to submit a written proposal with the understanding that if it did not get approved, this would be the end to this conversation.  Ivy Tech personnel have indicated previously they could give us a furnace if they have one laying around.  Now, there is some doubt any are available.  Also discussed was the possibility of posting an online web broadcast of Macbeth in April, the development of an intern and/or service learning projects for Ivy Tech students in the marketing, IT, or administration schools.
  • Parking Pass for GM - Cleveland asks the Board to consider a monthly cost of $40 to provide him with a parking pass in the Garage.  He states the Garage is full when he comes to work and he has had to park at great distances away from the station and it is time-consuming to find an open space, if any exist.  He is asked what the other staff do for parking and he informs us Alycin has a parking pass paid for by the station, Jim rides his bike to work and the past GM lived close enough to walk in.  Richard makes a motion that the station will pay $40/month to provide a parking pass for Cleveland to park in the Garage.  Sheryll seconds the motion and the vote is unanimous.
  • Finance - The end-of-the-year fund drive in December 2013 brought in $3500 from 32 donors.  9.4% of these donations were from first-time donors.  When looking at the first 6 months of our finance year, we appear to be substantially ahead but this is inflated due to the higher first disbursement of the CPB grant.  We received more money up front from this than we expected. The income line will correct itself when we receive the second and lower CPB grant disbursement.
  • CPB  Grant

We received $47,986 along with new guidelines for future compliance.  They are as follows:

1.  The Board must write a 500-word document which describes the station’s past and future                    commitment to diversity for the website.

2.  One of the following items must be done on an annual basis:

— include individuals representing diverse groups in internships or work-study programs designed to provide meaningful professional level experience in order to reflect the diversity of the communities they serve and further public broadcasting’s commitment to education

OR   — include qualified diverse candidates in any slate of candidates for elected governing boards that the Grantee controls

OR   — implement a diversity training program for members of the organization’s governing body or board of directors on an annual basis

OR   — participate in minority or other diversity job fairs

OR   — implement formal diversity training programs for management and appropriate staff

3.  Board meetings, board-level committee meetings and community advisory board meetings have to be advertised in accordance with the Communications Act of 1934.  Minutes must be taken and publicly available.

Discussion centered around specifics of language, including the terms “advertised”  and  “publicly” in Item 3.  Cleveland will investigate whether those terms refer us to within the WFHB family or the general public.

  • MLK Commission Grant - The station received $610 which we used to purchase a DSLR camera with still and video capabilities in line with our strategic plan initiatives to diversity our web offerings and move toward video capability.

Underwriting

  • Renewed:  Smithville,  IU Health,  Karen Pitkin
  • Signed: Indiana Commission on Hispanic/Latino Affairs;  Spirit of ’98 Promotions, Bill Daughtery and Eccentric Enterprises

 

TREASURER’S REPORT

The Board agrees for transparency, the financial handouts provided by the GM at each Board meeting will be attached to the Board Minutes and posted on the station website.  Please see attached financial documents for specific numbers.

OLD BUSINESS

  • Master Committee Assignments - Cleveland provides a list of the Board Committees and the Station Committees.  A review of requirements and membership of each begins but becomes too time-consuming and the remaining committees are tabled for another meeting.  Consideration is given to changing some of the standing committees to committees at-will and requiring station committees to be comprised of volunteers which report back to the Board.  With the continued workload on the Board, it makes sense to make committees comprised of volunteers which report to the Board. This may require the governance rules to be changed.  And with upcoming Board elections, it is difficult to assess at this time whether we can assign current Board members, at the end of their terms, to committees for four months.  Board nomination discussions will begin as early as February for the April 1 deadline.  Committees discussed are:

Personnel and Nominating:  Matt Pierce, Carolyn VandeWiele, Louis Malone – need membership, volunteers

Legal Affairs – William Morris, Mark Need, Joe Estivill -  need membership volunteers—discussion focuses on whether legal affairs should exist as a committee which meets regularly, an at-will committee or a consult with an attorney as necessary.  After consideration of all points, Sheryll makes a motion to keep legal affairs a standing committee.  Richard offers a second and the vote passes unanimously.

Finance – Cleveland Dietz, Pam Davidson, the Development Director – need membership                         volunteers with a background in accounting

Richard suggests we consider adding the Fund Drive and Underwriting committees to the Finance Committee.  It is agreed that while all 3 have “money” in common, they are uniquely different in purpose and are not combined.

Music – Jim Manion, Sheryll Mitchell, Rich Reardon, Darin Bagley

Technology – Markus Lowe, Cleveland Dietz, Johrdan, Richard Fish

Richard asks for clarification on the term “technology.”  Should Jeffrey Morris be included because of his knowledge of the engineering equipment?”  Its description identifies it as an IT committee.  Software, server and hardware issues require more than a few people be available who can solve problems as they arise.  Cleveland suggests we need more trained individuals, either as volunteers, interns, or consultants to keep us up and running and will ask Kelly Wherley to post a notice on the Bloomington Volunteer Network.

Community Advisory Committee – Cleveland has posted the member list on the website.

  • The Cage – see GM report
  • Health Insurance Renewal – see GM report
  • Transmitter – Richard does not have anything to add about the transmitter at this time.
  • Fundraising – The visioning experience is not discussed but Pam mentions the application for the Matchstick initiative is due in four days.  She states it requires us to specify an amount that we will raise which will then be matched by the Community Foundation.  We will not have access to the full amount of the funds due to the stipulation of the initiative but rather it would go into our “account” at the Foundation where we would receive a percentage over time – this is more of a long term endowment arrangement.  Pam suggests we hold off for another year.  She would like to work with Cleveland to get a better understanding of our fundraising database – who are the donors we already have, when do they typically give, what is our most successful response (mail, web, etc.).
  • Board Operations Manual -  Cleveland has located other Board of Directors’ manuals from radio stations which he will forward to Board members as a data file.
  • Executive committee - Richard asks when the EC was formed and Joe explains it started up again when Chad was GM interim.  It has been functioning as an advisory committee for the interim GMs and the new GM hires.  It is currently comprised of the President, Secretary, and the GM.  It meets most Mondays at 4 p.m. and reviews the past week as well as any upcoming business and events.  Discussion also places items on the upcoming monthly Board meeting agenda. Richard begins a discussion of the by-laws as they relate to the Executive Committee and there is a lengthy exchange  among Board members about the issue. The bylaws dictate the Executive Committee be re-instituted as necessary at the discretion of the Board and that 3 Board members are appointed to the Executive Committee by the Board.  Joe explains the EC was re-instituted before Richard came on the Board. Pam talks about how Executive Committees are traditionally made up of the officers of a Board and Richard relays his opinion that WFHB does not necessarily fit into traditional models. Pam makes a motion that the Executive Committee be made up of the officers of the organization and Louis seconds it.  Because Joe is acting Treasurer in the absence of a Board member with expertise in finance/budgets/accounting, that puts only 2 Board members on the EC instead of 3.   Pam amends her motion to state that in this situation, when we don’t have 3 officers (from 3 different people), the Board will appoint another member to serve on the EC. Louis seconds the amended motion which passes by a vote of 4-3.  Because the by-laws only specify the EC should be made up of Board members, there remains disagreement as to whether they should be the officers.  “Can be” officers vs “should be” officers.   Richard makes a motion to review the make-up of the EC after the annual election in June.  ??????? seconds.  The motion passes 5-1 with one abstention. Richard and Pam have asked to be considered as the third person on the Executive Committee.  Further discussion has been tabled.
  • John Whikehart - Cleveland has a photo of John at the Follies and a letter of appreciation for the Board members to sign for John’s service to WFHB while at Ivy Tech.  Cleveland will present both to John now that he has moved to City Hall.

NEW BUSINESS

  • CATS and WFHB – see GM report
  • Friends of WFHB -  Joe reminds Board Members that due to the use of the station’s call letters on the “Friends” facebook page, the station could be held liable if an incident arose, based on the attorney’s opinion.  For that reason, frivolous lawsuit or not, if Board members or staff members post on the “Friends” page, it could be perceived as an understanding of approval of the page content from staff and/or Board.  Board members ask if we can be members of the Friends of WFHB page and  not post comments.  Joe says he does not know the answer to this but will check with the attorney.
  • City of Bloomington, Class for non-profit Boards - Feb 13th, 8:30 a.m. – 12:30 p.m.  This is a half-day class sponsored by the City of Bloomington which discusses in general non-profit Boards of Directors.  The instructor is Dr. Al Lyons of SPEA, IU Bloomington.  The cost is $25.  Sheryll state she is signed up.  Pam mentions there is a local non-profit alliance for anyone interested in more information as well.

ADJOURNMENT

10:42 p.m.

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