May 20, 2010

KXCI BOD May 2010 1/7

KXCI Board of Directors Meeting
Thursday, May 20, 2010
Child and Family Resources, 2800 East Broadway, Tucson DRAFT Minutes, Pending Approval

I. Call to Order at 5:30 pm by Hank Childers.

II. Attendance

Present: Hank Childers, Susan Banes, Mary Beth Haralovich, Andrew Agnew, Cecily Crebbs, Marc Goodman, Lois Grushka, Keith Kanzler, Jamie Manser, Debra Rodriguez, Anne Shivers, Hardy Smith, Michael Wyman. Absent: Melanie Morrison (resigned).

The next meeting is Thursday, June 17th at 5:30pm at Child and Family Resources. This is also the Annual Meeting.

III. Review and Adopt April 2010 minutes

Motion by Cecily, seconded by Debra, to approve the April 2010 minutes as presented. Motion carried.

IV. Board Candidate Meet and Greet

Andrew orchestrated the Meet and Greet. Candidates in attendance are two current BOD members, Cecily and Keith, and Katie Rogerson (present in audience). Candidate Vance Sanders could not attend tonight.

Cecily commented that the composition of the Board is exciting and she would like the opportunity to put in more time on the Board.

Keith just finished a 1-year term on the Board and would like to continue for a three- year term.

Katie expressed her passion about KXCI and that would like to become a part of it. She works for Opening Minds through the Arts in the Tucson schools, a program that integrates arts in daily curriculum. Hank asked how long Katie has lived in Tucson. Nearly 2 and half years. Debra asked if Katie writes grants. Answer is yes.

KXCI BOD May 2010 2/7

Hank thanked everyone for their interest in the BOD.

V. Committee Reports

a) Bylaws
Hank is aware of no activity on the Bylaw Committee.

b) Finance

Susan led the discussion of the financials. The Finance Committee met on Tuesday and began to look at the income statement and balance sheet in more detail, as Lois suggested at the last BOD meeting.

Report C. April was not a great month for the station. March was a good month. Although April lost almost $22,000, Susan pointed out that expenses are tracking close to budget and staff is doing a great job of keeping expenses in line. We continue to struggle with revenue issues, primarily in underwriting. Randy has his eye on it and is coming up with a plan to incentivize the underwriting and to continue to build revenue. There are general constraints on sales in general right now.

Hank noted that April personnel expenses are much higher than budget. Susan explained that there are three pay periods in April. YTD personnel expenses are still under budget.

Underwriting costs have two line items: commission and trade (as opposed to cash sales). $4337 is in costs and $2700 is in trade. The trade side is a typical number but it constitutes a higher percentage of the budget in a down month.

Lois explained how the finance committee looks closely at the categories in the budget. The BOD receives financials with the categories condensed. The finance committee is able to look at breakouts and have a greater idea of the finances.

Regarding the expenses for travel and entertainment, Randy noted that this month includes airline tickets for the upcoming conferences for Randy and Amanda.

Gross profit through April is $10,122 less than budget, but year-to-date expenses are $792 better than budget, which results in net income varying negatively from budget by $9,331.

KXCI BOD May 2010 3/7

On the expense side YTD, we are on budget. Staff did a good job of holding to budget and of budgeting expenses. There is a large variance in the area of operation expenses. Finance Committee discussed this. It includes the outside accountant, bank charges, insurance on the mortgage, and other fees. Office expenses are broken out into postage, printing, and office supplies. This is tracking just a little worse than budget but not significantly.

Report E, the cash flow report. There is a large cash influx from the 2nd half of the CPB grant.

Randy reported that in May, he moved $50,000 out of checking into the money market fund. KXCI received an additional $5,400 from the Calexico and Friends concert and an Arizona Commission on the Arts grant will come in soon.

Andrew asked to rerun the March balance sheet and cash flow statement so that the numbers line up. Ending balance should equal the beginning balance of next month. Susan commented that it is common to post updates after the financials are run.

Debra asked whether the ‘travel and entertainment’ category should be renamed ‘professional development.’ Randy noted this category also includes items such as lunch and staff conference fees are posted under ‘personnel’ in the ‘staff development’ category.

Hank, about the $95,000 in cash flow, noted that we are in a good position as we head into the September fundraising period. Randy estimated monthly expenses at $45,000 to $50,000, but added that even when we are not in a fundraising month, we have other income. In non-fundraising months, our cash out over income is $9,000 to $12,000. Cecily asked how much we would receive from the Arizona Commission on the Arts grant. Randy: approximately $11,000, in one payment.

Debra noted that even though we are being fiscally responsible, the Development Committee needs to raise revenue.

c) Board Development

Susan reported that Board Development did not meet and, given that Melanie has resigned, offered to step into the chair role. There are three people in the BOD pipeline. Susan will now chair this committee and step off the Personnel Committee.

KXCI BOD May 2010 4/7

d) Personnel

Hardy reported that the Personnel Committee meeting accomplished something significant, a proposal to finalize the GM job description. The Personnel Committee plans to go forward with the other staff job descriptions, beginning with the Programming and Volunteer Coordinator. The Committee will redefine the positions based on actual staff duties. The Personnel Committee will meet again next month.

Susan congratulated everyone for the work that has been done in the last few months, on all the committees.

Because the GM reports to the BOD, Hank recommended that the BOD approve the GM job description.

Debra asked about GM responsibilities for fundraising and development. Randy explained that currently, the GM is the development director for the station. Amanda Shauger also works on fundraising and development.

Hardy commented that preparing the job description caused the committee to discuss what the job really entails. A GM position has broad responsibilities. Job descriptions will result in tightening up operations across the station. The Personnel Committee will have the help of each person in writing his or her description.

Anne asked if the next piece is the GM annual review of the GM. Hank agreed that is the next step. Susan noted that GM performance review falls to the Executive Committee. Cecily asked if there is a scheduled evaluation of the GM. Susan commented that first we need to develop the evaluation tools.

Motion to approve the GM job description by Debra, seconded by Cecily. Motion carried.

e) Election

Andrew reported on the current board election. Of 381 electronic ballots, 91 have been received to date. On the next electronic ballot, we need to highlight the necessity of confirming information. Two additional email reminders will be sent to members. We still need an accountant to participate in the vote count on June 14. Andrew invited BOD volunteers to help count the ballots.

KXCI BOD May 2010 5/7

Cecily did not get on electronic ballot. Andrew suggested the Election Committee use Cecily as a case study to determine how it happened that she did not sign up for the electronic ballot. Hank and Lois reported the same happened to them.

Lois asked why the ballots are not anonymous. Hank and Andrew explained that a voter has to be a verifiable member of the station in order to vote. The vote is anonymous but the fact that you voted is not. When the ballots are counted, the vote is separated from the name of the voter.

f) Development

Debra reported that the Development Committee did not meet this month. The next meeting will be a calling party to thank people who pledged in the last pledge drive and people who bid on the auction. Debra attended the May volunteer meetings. Ten people volunteered to help with the calling party.

g) Strategic Plan Implementation

Mary Beth reported that the strategic plan seems to be moving along. She would like to revisit it in more detail at the August BOD retreat.

h) CAB Development

Jamie reported that the CAB met and reviewed KXCI’s PSAs and public affairs programming. The CAB coded the PSAs for 40 different non-profits by category. CAB members took a survey to rank the different community categories in terms of what is most important. Jamie is seeking more non-profit community members for the CAB. Hank agreed on the need to seek cross-organizational connections.

i) Technology

Mary Beth reported that the terrestrial sub-committee is still waiting for the pro bono engineer to become available to do the feasibility study on how KXCI can reach the northwest.

On the website part of technology, Mary Beth attended the May volunteer meeting. She invited volunteers to participate in a focus group to determine what people want from the website. Cecily volunteered to get information from programmers. Mary Beth asked if BOD wanted to participate in a website focus group. She will inform the BOD

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when the focus group takes place. It will be in June, after Jason Repko arrives, so that he can participate.

VI. Volunteer Representative Report

Anne reported that close to 1/3 of the volunteers came to the May Volunteer Meeting. There was good discussion and exchange of information. The next Volunteer Meeting will be in the fall.

The next volunteer opportunity event is 2nd Saturday in June. Anne asked BOD and DJs to volunteer for this event.

The volunteers appreciated the presentations by BOD members about their committees. Previously, there’d been a disconnect and people didn’t know what the BOD does.

Susan complimented Anne on getting information to volunteers and noted the continual need to educate volunteers about the role of BOD and who is on the BOD.

Susan recommended KXCI consider adopting a volunteer agreement that describes requirements and accountabilities for volunteers. Randy mentioned the need to track and enforce these requirements. Cecily commented that knowing who everyone is helps create a safer environment. Hank suggested that, at the next volunteer meeting, the subject of a volunteer agreement be broached to see the reaction.

VII. GM Report

Randy completed the final report for the Arizona Commission on the Arts. Amanda is completing the auction. Randy invited everyone to bid. Jason is joining us June 1 as Programming and Volunteer Coordinator. At first, he will be doing his off-air duties. He will assume on-air responsibilities in July. In the interim, 10-12 different people cover Home Stretch over the course of the summer.

Hank asked Randy to comment on underwriting. Randy was not happy with the April results. March was the best month. We need to continue to look at our offers, policies, approaches with potential clients, and how to keep clients as contracts expire. He is optimistic about the long-term future. On 2nd Saturdays, he is meeting people who will one day perhaps buy underwriting with us.

Jamie asked Randy to comment on the volunteer fair. Randy has 25-30 applications to follow up on.

Andrew suggested the underwriting sales people come to the annual meeting and talk to us.

KXCI BOD May 2010 7/7

Debra asked Randy to re-send to the BOD the poll asking for ideas about possible underwriting candidates.

Jamie asked whether we have testimonials. Randy confirmed that we have. Randy sent a ‘refer a friend’ underwriting mailing in April.

IIX. New Business

Debra asked about how Melanie’s resignation would affect the Executive Committee. Hank replied that we will run the Executive Committee without a vice-president for the next four weeks. Debra asked how many openings there are on the BOD. We can have up to 19 board members: 9 elected, 9 appointed and 1 volunteer representative.

Hank reminded the BOD that at the June annual meeting we will have the election of BOD officers. Hank asked every BOD member to consider whether he or she might be interested in one of the four officer positions or whether he or she thinks someone else on the BOD would be good for an officer position. Michael asked about the term of service. Hank explained that officers serve a one-year term.

Anne asked about the BOD retreat. Hank noted it is usually one day in August. The BOD retreat is orientation for new members and working sessions on topics that take extended discussion.

IX. Call to Audience

Martha Hopkins, long time KXCI member and former BOD member, commented that the BOD is working like it is supposed to. She complimented each and every one of the BOD.

X. Executive Session

No need for Executive Session.

XI. Adjournment

The meeting adjourned at 6:40.