DRAFT KXCI Board of Directors Annual and Regular Board Meeting Minutes
Thursday, August 15, 2013 5:45pm
City of TucsonCommunityResourceCenter, 320 NorthCommerceParkLoop, Tucson
- I. Call to Order
Meeting called to order by Katie Rogerson @ 5:45
- II. Attendance
Present: Becky Birk, David Curl, Jim D’Antonio, David Davis, Tony Ford, Steve Itkin, Keith Kanzler, Katie Rogerson, Jeff Zabel, Jennie Grabel, Jill Bishop, Michael Wyman. Absent: Mary Beth Haralovich -excused.
III. Capital Campaign Report- Deb Dale & Keith Kanzler
All but the two newest Board Members have pledged donations. “Asks” were identified as needing to be increased from 2 to at least 5 per week. Help will be needed to make calls to the next target level donors in the $3,000 and less category. Currently, we are at approximately 24% of goal which is close to being on target. The CC will be made public after this September’s Membership Drive. Prior to the September Membership Drive, we will be mailing out 122 Amplify KXCI brochures to potential donors in the $3,000 to $5,000 range. Calls will be made to these potential donors after the Membership Drive. Volunteers will be needed to assist in making these calls, also. A Membership mailing will follow.
IV. Mission Moment: Randy, Les Escales
This French Music Festival is the 2nd largest in the world. It was held August 1-4, 2013. Each year it focuses on the music from a different city to provide global promotion of local music. In the past, they have featured music from NYC and NOLA. This year, the music of Tucson, AZ was featured. Eight bands/performers from Tucson were featured at the Festival.
- V. Dashboard Review (Staff and Board Dashboards)
Randy provided an overview of the Staff Dashboard and encouraged everyone to sign up to record testimonials for the Membership Drive.
Katie provided an overview of the Board Dashboard. Katie announced that the Board’s new Volunteer Coordinator and Board Member is Gene Armstrong.
Katie reminded everyone of the upcoming Board Retreat on Saturday, August 24, 2013 and stated that we will do role playing for fundraising.
Katie mentioned that the station’s grant from the Arizona Commission on the Arts was reduced because what it called lack of diversity on the Board. Randy noted that this year’s grant award is larger than the amount received last year.
Katie also mentioned that Committee assignments will be reviewed at the upcoming Board Retreat.
- VI. Consent Items: June Minutes, July Financial Reports
Approved.
- VII. Strategic Dialogue: issues for August
a) Annual Board Retreat on August 24th (lead: Katie)
Items for the Board Retreat agenda will include the roles and responsibilities of Board Members, role playing for fundraising and solicitations, and committee work and events. Katie reminded everyone to complete the survey that was sent out well in advance of the Retreat.
b) FY14 Budget (lead: David D.)
An overview was presented and discussion followed.
c) Bylaws discussion (lead: Steve)
Steve reported that his review of the Bylaws found the following issues to be discussed by the board:
1. 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.
2. 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.
3. 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.
IX. New Business
-Tony Ford moved to approve the FY14 budget as recommended by the FC. Jim D’Antonio seconded the motion a vote was conducted and the motion was unanimously approved.
-Steve Itkin, with a friendly amendment offered by Jim D’Antonio moved to submit a proposal to the membership to amend Article 3.03 A to read “2/3rd of the votes cast” as required by and in accordance with the provisions of Article 9.01. David Davis seconded the motion and moved to table it to the agenda of he next regularly scheduled Board meeting as required by Article 9.01. The motion to table the motion to amend Article 3.03 A in accordance with Article 9.01 was unanimously approved.
– Steve Itkin, with a friendly amendment offered by Jim D’Antonio moved to submit a proposal to the membership to amend the last sentence of Article 3.05 A to read “The FCB shall indemnify…, except in matters to which he/she shall have been determined to be grossly negligent or to have committed willful misconduct with respect to the matter in which indemnity is sought.” as required by and in accordance with the provisions of Article 9.01. David Davis seconded the motion and moved to table it to the agenda of he next regularly scheduled Board meeting as required by Article 9.01. The motion to table the motion to amend Article 3.05 A in accordance with Article 9.01 was unanimously approved.
– Steve Itkin, with a friendly amendment offered by Jim D’Antonio moved to submit a proposal to the membership to amend Article 4.09 to define a quorum as a majority of the number of directors in office immediately before the meeting begins, as required by and in accordance with the provisions of Article 9.01. David Davis seconded the motion and moved to table it to the agenda of he next regularly scheduled Board meeting as required by Article 9.01. The motion to table the motion to amend Article 4.09 in accordance with Article 9.01 was unanimously approved.
X. Call to audience
It was announced that George is celebrating his birthday. Everyone sang Happy Birthday to George.
XI. Executive Session
Executive session was called by Katie Rogerson . A discussion followed about handling personnel issues within the FCB.
XII. Board Credo
Katie Rogerson urged everyone to be involved with the Capital Campaign, tabling events, and the membership drive. She reminded everyone how much of a difference it makes when the membership and the community see direct involvement by the Board members.
XIII. Adjournment
By acclamation @ 7:02pm
Respectfully submitted,
Steve Itkin
BOD Secretary