[KFCF Friends] Fresno Free College Foundation Board Meeting
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Fri Dec 12 19:07:49 PST 2008
The Fresno Free College Foundation owns and operates KFCF-FM.
The monthly board meeting will be at 7:00 PM, Tuesday, Dec 16, 2008 at the
Machinists Union Hall located at 544 W. Olive Avenue in Fresno (across the
street from the Department of Motor Vehicles). The meeting is a public
meeting.
Fresno Free College Foundation
Board of Directors Meeting Agenda
December 16, 2008
Call to order: 7 p.m.
Determination of Quorum
Introduction of Guests
I. Adoption of Agenda
II. Excuse of Absences
III. Approval of Minutes
IV. Public Comment
V. President's Report (no written report submitted)
VI. Executive Director's Report/Programming Director's Report - Rych
Withers (no written report submitted)
VII. Chief Engineer's Report - Rand Stover (no written report
submitted)
IX. Regular Reports:
A. Budget Committee - See written report
B. Community Outreach Committee - Committee did not meet in Dec.
C. Fundraising Committee - Committee did not meet in Dec.
D. Governance Committee - Committee did not meet
E. Programming Committee - no written report submitted
F. Personnel Committee - report to be given in closed session
G. Election Committee - no written report submitted
H. KFCF Representative Report on the KPFA LSB - no written report
submitted
X. Consent Agenda:
a. Spending Approval Proposal (Vickie)
XI. Old Business:
a. Election update
b. Board Retreat/New Member Orientation (2/1/09) including discussion
of proposed facilitator
c. Banquet Raffle (Vickie)
d. Discussion of funding possibilities for news reporters
e. Update on Studio move
c. Other old business
XII. New Business:
a. Appointment of Board member to chair Governance Committee
b. Proposal to hire management coach (Personnel Committee)
c. Possibility of establishing official MySpace site for KFCF (Gerry)
d. Need for fiscal oversight for Sleeping Bag Project
e. Discussion of policy on use of bulk rate permit by board candidates
f. Other new business
Fresno Free College Foundation Draft Minutes
Board of Directors Meeting November 18 2008
Call to order: 1926 hours
Determination of quorum: In attendance Gerry Bill, Vickie Fouts, Dave
Gendron, Leni Reeves, Mel Sanders, Jan Slagter, Rych Withers
Introduction of guests: Hasan Johnson and Mark Hernandez; the latter
videotaped the meeting and after discussion, this was allowed.
I. Agenda adopted with the following changes: Item VII - chief
Engineers report to be by Rych Withers; addition of 3 items of New Business
- VII e December Meeting, VII f News Stringers, VII g Website (moved from
Old Business)
II. Excused: Sue Kern, Marc Scalzo, Rand Stover, Alex Valvoulis
III. September 16 2008 mInutes approved
IV. Public Comment:
Mark Hernandez stated that he believes the election is required to be held
entirely during the period Nov 1 through 30, whether in person or by mail.
He believes that the change of rules may expose the Board to legal action.
Hasan Johnson asked for a clarification of liability issues and
election procedures
Gerry Bill and Rych Withers stated that the ballots were sent out late due
to mailing house error so the election was extended by executive decision to
allow a full 30 day voting period. This was decided and announced before
the effective start of the election to be both impartial to the candidates
and fair to the electors. Election announcements and the Web site need to
have the correct election dates.
V. President's Report: October - see written report
November - see written
report
Discussion of My Space "Friends of KFCF" site which endorsed 3 candidates
for election. Dave Gendron stated that he did not solicit endorsement, did
not wish to run as part of a slate and disagrees with some statements in the
endorsement text written by Debbie Speer, who is running this My Space
site. Vickie Fouts stated that this My Space site was set up by Debbie as
an official KFCF site while Debbie was on the Board and acting as a KFCF
representative through the Promotions(Outreach?) Committee. Vickie would
like to have the Board request legal advice on the ownership of the site.
Hasan Johnson suggested setting up an official KFCF My Space site. Mark
Hernandez stated the North Fork Studio List Serve had made a personal attack
upon him. The consensus discussion was that Debbie Speer be asked to put a
prominent disclaimer on the site acknowledging that it is not affiliated
with KFCF. If there is a question of North Fork Studio List Serve appearing
to represent KFCF, Sue Kern should also be asked to put a similar
disclaimer. Gerry will investigate. No action.
VI. Executive Director/Programming Director's Report
Financial Packet sent 1 week ago shows slight deficit due to change in
Marathon timing, so that no check has been received yet for October.
Ballots: 1710 mailed, 1 returned. This is about 1500 single ballots, plus
doubles for 2 names at same address where both have contributed.
Meetings with programmers to go over Programmers Handbook, which is being
updated, will be held Weds night, Thurs night, Sat, and Sun. Current
contact information and acknowledgement of receipt of handbook will be
obtained. There will be a Board member present at each of the scheduled
meetings.
Stuff has been ordered for the WILPF Craft Fair, including KFCF totes.
A program guide by categories and a program grid by time is being made.
Vickie suggested adding the Website and email to these materials. She also
stated reports are to be written; Rych will email a written report to the
Board.
VII. Chief Engineers Report
Emergency Alert System equipment which will be required will cost about
$3000. The Dept of Homeland Security will control this and both the
president and governor can declare an emergency and take control of the
station, by law. Scott Dean will install the back-up transmitter for
$50/ hour. It is unclear when the move from Rand Stover's site will occur.
Renewal notices, "come back" pleas to lapsed subscribers, and end of year
donate on requests have been sent.
IX. (the omission of VIII follows the Agenda; this was not noticed at
the time.)
Regular Reports
A. Budget Committee see written report
B. Community Outreach see written report AND
C. Fundraising see written report
D. Governance did not meet - see new business
E. Programming Committee see written report and note changes toward
block programming
F. Personnel Committee closed session report
G. Election Committee
For this election the procedures and dates were chosen, with implementation
then turned over to staff. Candidates names were drawn in random order by
staff. Late mailing by the presort center occurred; possible solutions
include changing mailing houses, doing it ourselves, and getting it to the
mailing house earlier. The mailing cost $102, the postage $191. Because of
the late mailing, an extension of the deadline for this election considered:
The postmark deadline for this election to be moved to December 15 2008.
Moved by Leni Reeves, 2nd Gerry Bill, passed unanimously.
Mark Hernandez states his opinion that the Bylaws require the "meeting" and
thus the election to finish in November. Gerry Bill states that a "meeting"
begun in November and extending into December constitutes "meeting" in
November as described in the bylaws. The list of members was given to all
candidates, since some had access to it through current Board membership.
Policy on distribution of membership list needs to be on agenda for future
Board decision. Ballot counting dates needs to be determined. Misc.: FFCF
web site needs to have a link to election materials and needs candidate
statements from this election, and proposed bylaws changes on the Foundation
page.
H. KPFA LSB report. LSB met in Fresno; many of us were present.
There was a good financial presentation. LSB members toured KFCF after the
meeting.
X. Consent Agenda (see written proposals for complete text)
a. Reserve Account of 3 months operating budget, to be implemented
by putting aside monthly 10% of the KPFA subscriptions payment to us.
(approx 3 years to fulfill at current rate) the money to go into existing
credit union account but would have own sub account in Quickbooks.
b. Meeting effectiveness : collegiality, 20 seconds of silence can
be called by any member of the Board, and point of discrimination can be
raised by any member of the Board.
c. Policy on office holidays: New Years, MLK Jr Day, Presidents Day,
Cesar Chavez Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Thurs and Fri, and Christmas are holidays when the office will
be closed to the public.
d. Excused Absence Policy (voted on at last meeting, presented in
writing for clarification.) Notice given before meeting to ED, Pres or
Sec'ty with reason for absence, this info given to Board , absence excused
unless Board votes not to accept. Advance notice if 3 or more consecutive
meetings to be missed; the Board can then decide if that member should be
replaced. Vacancy may be declared when 3 unexcused absences w/in 12 month
period occur.
Mel moved, Leni 2nd, consent agenda passed unanimously
XI. Old Business
Election: if 20% quorum is not reached the Board can continue to serve and
or appoint Board members or extend balloting by 2 weeks. Suggested to seat
4 with highest vote totals. Proposed to continue present Board members and
seat highest vote-getters for vacant seats.
XII. New Business
a. Date of Board Retreat/New member orientation: Jan 31 or Feb1.
Gerry will contact facilitator: Jackie Ryle or Paul Pierce and will contact
Randy. Janet moved, Leni 2nd, passed.
b. Governance Committee. Vickie moved to table, Leni 2nd, passed
c. WILPF Craft Fair Dec 6 Sue, Dave and Leni will table.
d. Annual Report
Questions about relationship between FFCF and Greek Cultural Foundation: are
they now their own foundation , do they have their own 501C3 corporation?
Others for whom FFCF acts as fiscal agent: Ananda - Rych will ask for a
written report. Does legal responsibility for these rest with their own
Boards of Directors? Financial info to be presented to Vickie and Gerry.
e. Paid news stringer proposal: Vic Bedoian and Mike Rhodes did
news editing training with KPFA staff to do Valley news through KPFA . Mike
Rhodes submitted rough draft of proposal to be paid $25/hour for time spent
preparing stories. Discussion: grant money available? Is there a possible
underwriting problem with grant funding. Is there an issue of staff being
used as volunteer labor, not permissible if this is within the job duties
for which people are hired. Fundraising specifically for news production
suggested by Vickie. Hiring process needs to be determined per Rych. (He
will check with Carol Spooner) News Stringer Ad Hoc Committee created:
chair Gerry, members Vickie and Leni. Suggested meeting same day as Board,
prior to Board meeting.
f. December 16 Board meeting moved 2nd passed
XII. h. web sites
The KFCF site is updated and looks very good. Now the FFCF site needs work.
The main concern is that there is no easy way to go back and forth between
KFCF and FFCF sites - links, meeting dates, etc.
XIII Recess open session 2136 hours
Closed Session Personnel Issues
Open Session resumed: any closed session issues referred to Personnel
Committee. Management Training concept and expense to be on consent
calendar for December.
Meeting adjourned
Leni V Reeves
FFCF Budget Committee Report: 12-8-08
Present: Vickie Fouts - chair, Gerry Bill and Rych Withers
We went over the annual report just received from the CPA. The annual report
must be out to members within four months of the close of the fiscal year
(8-31-08). We received the report without a lot of time to spare for
printing and mailing by the deadline of 12-31-08 and no time for really
going over the report and asking questions. Rych reported that it was hard
to get the CPA to understand the importance of getting the report to us in a
timely manner. It was suggested that in the future we advise the CPA we need
the annual report within 2 or 2 1/2 months or we may need to find another
CPA.
Rych will also be meeting with the CPA to go over the annual report and will
go over the usage of QuickBooks (QB). They may have suggestions on how to
use QB for budget reports and other helpful hints. He will also ask them
about starting a new QB file each fiscal year.
Rych is working on getting quarterly reports from all the groups we are
fiscal agent for. He still does not have contact information for the Phil
Stephens Handicapped Students Fund but will try to get it. There has been no
activity on the account for several years so we also need to ask them about
the status of their organization and what they have planned for the future,
if they need to close their account with us. Their account has a balance of
$1,777.60.
Rych will be working on a list of normal/usual bills each month, when due,
what they average, etc. like a chart of something to help us see where we
are on the current budget and YTD. This will also help in planning future
budgets as well as help if Rych is unavailable due to vacation, illness or
accident.
Rych will be going over all our insurance policies and will issue a report
to the committee of what we have, how much we pay and if we need anything
additional or different. There does not seem to be one file or one place
where all the information is kept. It is not know if we have coverage for
equipment and property at the office for fire and theft, etc.
It was decided by the budget committee to apply for a business/company
credit card through our credit union. At times Rych has had to use his own
personal credit card for expenses such as ordering tabling supplies and then
has to write himself a check for reimbursement. To make things easier and
clearer accounting wise it was decided having a company credit card would be
the best thing. We recommend that Rych and the treasurer be on the account.
We will wait until after the January board meeting to apply after election
of officers in case there is a new treasurer. I recommend we have a credit
limit of no more than $5,000 or maybe $10,000. At that time we can also add
the treasurer to the credit union checking and savings accounts.
Submitted By: Vickie Fouts, FFCF Treasure and Budget Committee Chair
Spending Approval Proposal
FFCF Budget Committee
12-16-08
The FFCF Budget Committee proposes that the board have a policy regarding
approval for payment by the ED (Executive Director) of unusual and/or
unexpected expenses over $500. We propose that the ED get approval from the
President of the Board for payments of $500-$999, approval from the
Executive Committee (Officers) for $1000-$4999, and approval from the full
board for expenses over $5000.
We further propose that if an large expense/s will cause us to go over
budget in a category that the ED will inform the board so we can decide on
how to handle the situation such as revising the budget, hold a fundraiser,
do a fund appeal, etc.
The budget committee is open to suggestions on the above approval limits
amounts.
Submitted By: Vickie Fouts, FFCF Treasure & Budget Committee Chair
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