WRFI – Meeting Minutes – September 2022

WRFI Board Meeting 9/13/22 Commence at 6:00 pm.
In Attendance.

-Bryan Roberts

-Peter Bakija

-Joseph Haeleifi

-Corrine Shanahan

-Fred Balfour

-Carlos Gutierrez

-Robin Elliot

-John Young

-Joe Romano

-Felix Teitlebaum

Motion: Approve consent agenda. Vote 8-0. Pass.

-President Report:
Godfrey has resigned from board.
New Bumper Stickers: Shiny and holographic. Joseph encouraged everyone to get a bumper sticker.

Committee Status Update:

-Governance Committee:

Resolution to adjust the by laws to address mission and definition of the board to state that Board Members don’t need to be local, but 75% of the Board should be from within 20 miles of a ICR broadcast facility (i.e. local), based on low power FM FCC rules. Specific wording with proposal. Fred feels GovCo does not have the ability to specifically change the wording for the bylaws, sent to Board to adjust for specifics.

Board to agree to basic ideas to change, sends back to GovCo to specify wording. Questions on 20 miles (maybe to Broadcast Listening Area). Robin suggests leaving things a little more fluid. Corrine brings up what happens if we are at exactly 75%/25%, and we lose a local member, throwing off the percentages. Bryan suggests specifying something other than “listening area”, due to wiggly nature of what is a “listening area”.

Establishment of Executive Committee question. Add to next meeting agenda.

Robin mentions various ideas for changes to powers of Executive Committee. Suggests creating a package of changes to vote on at one time.

Fred mentions By-Laws package. Robin suggests pro-bono lawyer support to look into.

-Personnel Committee Update:

Personnel Committee. Joe elected chairman. Discussion of what falls under the charter of the Personnel Committee. Charter to be worked on and sent out. Questions for GovCo. Will happen outside of meeting. Joe reinforces ideas of Personnel Committee working to structure board members and employees.

Development Committee. Met to discuss Fund Drive and general fund raising efforts. A lot of good data on demographics of donations to explore and take advantage of. Planning presentation.


Bryan reports. Talks about new potential candidate. She will provide basic information soon. Bryan will provide basic info to new candidate. May invite her to next meeting. Should develop new system for bringing in new members. Corrine suggests an alternate to just “show up to board meeting” as introduction. Possibly a simple meet and greet session for new potential members, organized by Personnel. Robin discusses timeline structure for Board Member onboarding, comparing to board of ReUse—Personnel board suggests potential member, light meet and greet, join a committee meeting, see system warts and all, if after that, they can commit to join board, then vote by board without member present. Fred brings up potential skills needed for Board Members—finances, fund raising, legal, etc. Suggests looking for members based on potential skill sets.

Bryan introduces potential candidate—wonders about confidentiality of process, suggests confidentiality. Joseph suggests similar confidentiality to Personnel issues. Clarifies that confidentiality applies to Board Members speaking to potential candidates about candidacy outside of meetings. Carlos brings up component of diversity, asking we make sure we lean into diversity. All agree.

Potential candidate, new to area, loves culture of Ithaca, has lived in town for 2 years. Culturally diverse candidate. Thoughtful, nuanced. Bryan very impressed with her. Bryan will provide official bio when she agrees to submit to candidacy. Bryan confirms she is potentially interested. Brief discussion of meet and greet potential. Personnel Committee will shepherd the system, working with Bryan (person who brings in potential member). Personnel Committee to establish an onboarding process to codify for going forward.

John mentions idea of Matrix do determine member qualifications. Possible job for GovCo. Broad matrix to look for strength and gaps and representation and community in the board. Robin has developed such a tool. Offers aid in creating such a mechanism. Offers to share a basic draft concept. Start with “what is board at now” and go from there. John emphasizes that the process of developing such a mechanism is a worthwhile exercise in and of itself.Joseph also mentions a potential candidate.

-Executive Director Report:
Felix: Executive Director report: Felix incredibly busy.

Pledge Drive. Good day today, individual personality reach out, gains 11-12 callers in 2 hours. Always up and down journey. Eve is very helpful, learning. Hoping to get to 60 new members. Getting feedback on new schedule. Feedback on fundraising efforts.

Studio Updates. Studio A desk in. Studio A looks fantastic. Board still needs work, but close.

Content: We lost news writer from Park Center. There is help currently. Lucas Santiago from Cornell Sun; George Christopher returns to doing a day of news.

WINO Project: Done deal. Some red tape to finish. Have insurance rider. Should be good to go. Will start spending money in the next few days. Who should sign said contract? Joseph and John have been empowered to do some thing. John suggests board resolution to sign a ~$70K contract (minus $10K already spent). Felix waiting on contract. Contract covers planning, project management, manager, ground labor, billing at $125 an hour (pushing for billing by hour, rather than lump sum, up in the air), antenna, proof of performance, study, transmission line, connectors, housing grip, grounding, audio processor, studio to transmitter connection, transmitter (we need a bigger one; $19K). Transmitter is American Amplifier Technologies. Robin inquires about fiscal responsibility. Felix reinforces idea that board members need to be involved. Probably 2 signatures, at least one is board. John suggests Joseph and Felix. Felix suggests we move quickly. Board requests something to look at to understand basic idea of contract to be prepared. Felix clarifies hourly, up to maximum. Bryan brings up liability issues. Fixed amount for contractor seems to be desired by board, rather than hourly. Joe suggests hybrid—we offer contract with capped number to cover contingency.

Robin makes motion to resolve that Felix, Joseph, and John is enabled to sign contract with DNAV Inc., up to $70K for WINO project. Fred seconds. Vote passes 9-0.

Felix reinforces that this has all been very well thought out. Corinne shares fine print that company is to be paid for unforeseen circumstances.

Felix mentions lease with Tompkins County.

Robin makes motion to authorize Felix, Joseph, and John to sign for lease with Tompkins County for $500 a month for 15 years (~$90K over the next 15 years) for WINO project, tower on Irish Hill. Corinne seconds. Vote passes 9-0.

Felix indicates we have broad options to get out of the lease if needed with 180 days of written notice.

Fred suggests we make sure that 100% of the board is donating to the station (some amount).

Meeting ends at 8:09 pm.
Submitted, Peter Bakija, 9/13/22