KXCI Board of Directors Regular Board Meeting Minutes
Thursday, January 16, 2014 5:45pm
Maker House, 283 N. Stone Ave., Tucson
- I. Call to Order
Meeting called to order by Mary Beth Haralovich @ 5:45 p.m.
- II. Attendance
Present: Mary Beth Haralovich, Jim D’Antonio, David Davis, Tony Ford, Steve Itkin, , Laura Reese, Gene Armstrong- Volunteer Rep, Michael Wyman, Katie Rogerson, Jennie Grabel Absent: Becky Birk; Excused: Jeff Zabel, David Curl, & Keith Kanzler.
III. Mission Moment: Vice President Katie Rogerson presented the following:
The real goal of a mission moment is to keep the mission on top of mind and ever present as the board does its work. KXCI’s mission is:
“Connecting the communities of Tucson and Southern Arizona to each other and to the world with informative, engaging, and creative community-based radio programming.”
Connect. Inform. Engage. Create. These are things in the mission, but also tasks that the BOD can take part in:
1. Connecting — connecting with each other to bring leadership and connecting with potential donors and members to bring sustainability.
2. Informing — Don’t be afraid to talk to friends, old and new, about KXCI. Ask them if they’re a member, talk about your love for the station and why you volunteer your time and skills. Let people know about the campaign and that we’re working to reach a broader audience.
3. Engaging — engage in committee work, engage in events, engage, engage, engage. Ask yourself what more you can do to contribute to the health of the station.
4. Create — Let’s be creative about this. Have fun while promoting KXCI! If we speak from our hearts with the passion that we have for KXCI, the rest will come.
IV. Capital Campaign Report- Randy Peterson
Randy Peterson reported that pledges now total $375,260+. He reminded everyone about the Amplify KXCI celebration to be held to Etherton Gallery on January 29. Randy reported that Smith & Dale’s contract with KXCI officially ended and that they will be available hourly as authorized only by General Manager Randy Peterson up to ten (10) hours per month. KXCI CC committee members will continue to meet weekly to keep the Campaign on track. The tentative schedule for the booster is to purchase equipment in February and conduct testing in May.
V. Consent Agenda
Financial reports as reported on the Dashboard, committee reports, staff reports, and the November Board meeting Minutes were approved by consent.
VI. Action Items: Review and Adopt
1) A motion to seat Bill Poorten as a Board member to fill John Barrett’s Board position was made by Secretary Steve Itkin. The motion was seconded by Jim D’Antonio. After brief discussion, a vote was taken and the motion passed unanimously.
*Board Development Chairperson Katie Rogerson reminded everyone to look for and recommend potential new Board members
2) Bylaws revisions
Governance Committee Chairperson Steve Itkin moved to un-table the motions approved and tabled at the August, 2013 Board meeting to amend the Bylaws as follows:
a) In Article 3.03 A, it states that “Two-thirds (2/3) of the majority of votes cast will enact the change” when addressing the process for members recalling a Board Member. Steve reported his belief that this would be better stated and likely was intended to read “2/3rd of the votes cast.” Discussion followed and it was noted that Article 9.02 requires that any amendment to Article 3.03 can only occur by a 2/3rds vote of the membership.
b) In Article 3.05 regarding the personal liability of officers, directors, etc. and the obligation of the FCB to indemnify officers, etc., there is an exception to FCB’s obligation to indemnify it’s agents for actors who are “grossly negligent.” To be consistent with other portions of the Bylaws and as a good policy, Steve suggested that it would be better stated as “have been determined to be grossly negligent or to have committed willful misconduct with respect to the matter in which indemnity is sought.” Discussion followed and it was noted that the proposed language mirrors the language of the Arizona statutes and that it may be approved by a 2/3rd’s vote of the entire Board at a regularly scheduled Board meeting, subject to the requirements of Article 9.01.
c) In Article 4.09 regarding General Board Meetings, Subsection C defines a quorum as “a majority plus one of the current Board membership.” Arizona law allows a quorum to be a majority of the number of directors in office immediately before the meeting begins if the corporation has a variable range size board. Steve reported that this is a small but possibly significant difference. Discussion followed and it was noted that this amendment may be approved by a 2/3rd’s vote of the entire Board at a regularly scheduled Board meeting, subject to the requirements of Article 9.01.
The motion was seconded by Jim D’Antonio. A vote was taken and the motion passed unanimously.
The Governance Committee Chairperson Steve Itkin moved to place the proposed amendment to Article 3.03 A of the Bylaws, as stated above to a vote of the General Membership. Tony Ford seconded the Motion. A vote was taken and the motion passed unanimously.
The Governance Committee Chairperson Steve Itkin moved to accept the proposed amendment to Article 3.05, as stated above. Jim D’Antonio seconded the motion. A vote was taken and the motion passed unanimously.
The Governance Committee Chairperson Steve Itkin moved to accept the proposed amendment to Article 4.09, as stated above. Katie Rogerson seconded the motion. A vote was taken and the motion passed unanimously.
3) GM Review revision
A discussion of the 360° review process was led by Mary Beth Haralovich. It was described as an anonymous process for obtaining feedback from staff, volunteers and Board members combined into one report. Then, a plan got GM growth is prepared. It was noted that a new Strategic Plan is needed and is being prepared.
Steve Itkin moved to remove the language about including the goals of the Strategic Plan in paragraph 3 of the proposed evaluation based upon the lack of a current Plan. Jennie Grabel seconded the motion. A vote was taken and the motion passed unanimously.
Steve Itkin moved to add the following highlighted language to paragraph 5 of the proposed evaluation with a friendly amendment proposed by Tony Ford. “Using a 360 evaluation, the General Manager Review Committee solicits feedback from the KXCI volunteers, due March 1. For the purposes of the GM Review, the volunteer cohort is defined as an individual who actively participates in station operations, which includes, but is not limited to, acting as on-air DJs, programmers or announcers; or donating their time in off-air capacities, such as tabling at events, stuffing envelopes, providing technical support, answering phones and otherwise facilitating tasks that keep the station running.” A vote was taken and the motion as amended passed unanimously.
Katie Rogerson moved to add the following highlighted language to paragraph 6 of the proposed evaluation. “No later than April 1, the General Manager Review Committee prepares a summary of Staff, Board of Directors, and Volunteers feedback, identifying Strengths, Weaknesses, and Areas for Improvement. Michael Wyman seconded the motion. A vote was taken and the motion passed unanimously.
4) GM Review Committee Appointments
In addition to the members of the Executive Committee, two Board members, Michael Wyman Gene Armstrong volunteered and were accepted to serve on the GM Review Committee.
VII. Strategic Discussion Items
Planning for the Strategic Plan
Mary Beth Haralovich led a discussion about creating a current Strategic Plan. There was consensus that the next Strategic Plan should be for a 3, instead of the prior 5 year period. Randy will contact Smith & Dale for guidance. The following people will serve on the Strategic Plan Committee: Laura Reese, Tony Ford, Jennie Grabel, Katie Rogerson, Randy Peterson, and the members of the Re-Branding Committee, to be chaired by President Mary Beth Haralovich.
VIII. New Business
IX. Call to Audience
X. Board Credo
Secretary Steve Itkin reminded everyone to let everyone in their personal and, to the extent they can, in their professional networks know about KXCI and your involvement with this Community Radio Station. Telling people you know about KXCI is the best way to help grow the membership and to raise funds. People cannot volunteer or donate if they don’t know of the opportunity and how much it means to you. Also, one of the easiest ways to obtain donations is to “follow your money.” When you are paying people who do things for you, briefly tell them about KXCI and ask them to donate something for this great local non-profit.
XI. Executive Session
The Board was called into Executive Session at 6:45 p.m. to discuss a pending regulatory matter and non-Board members left the meeting. The Executive Session closed at 7 p.m.
XII. Adjournment at 7 p.m.
Secretary of the Board