WRFI - Board of Directors Meeting Minutes - February 2023
Not in attendance:
Commence: 6:00 pm
- 6:05 Call to order
- Consent agenda [VOTE] (Consent Agenda concept….?)
- Approve minutes from last meeting (shared with the board group email)
Consent agenda. Minutes from January. Amie moves to pass consent agenda, second. Motion carries 10-0.
- 6:10 President’s report
- Term limits for board officers (more to follow….)
- Vijay Singh follow up?
- Sub committees
President's Report. Joseph suggests letting Vejay know that we will pass on his interest, primarily due to distance involved.
- Membership check-in
Here is the full list of current board members. We have four members whose terms have officially expired.
- Corinne Shanahan whose term shall expire on August 9, 2025
- Peter Bakija whose term shall expire on July 12, 2025;
- Fred Balfour whose term shall expire on July 12, 2025;
- Bryan Roberts whose term shall expire on May 9, 2025;
- EXPIRED: Joseph Patrick Romano, whose term shall expire on August 31, 2022;
- Chantal Thomas, whose term shall expire on July 31, 2023;
- EXPIRED: John Edward Young (Treasurer), whose term shall expire on September 23, 2022;
- EXPIRED: Carlos Hernan Gutierrez, whose term shall expire on September 10, 2022;
- EXPIRED: Joseph Fischer Haefeli (President), whose term shall expire on September 10, 2022;
- Robin Elliot, whose term shall expire on November 8, 2024;
- Amie Herman, whose term shall expire on December 20, 2025;
- Megan Mirriam, whose term shall expire on December 20, 2025;
- Talaya Centena, whose term shall expire on December 20, 2025;
- Theresa Lyons, whose term shall expire on December 20, 2025.
- Renew the term of Joseph Patrick Romano
- Renew the term of John Edward Young
- Renew the term of Carlos Hernan Gutierrez
- Renew the term of Joseph Fischer Haefeli
Term expirations. 4 members have their terms expired. John mentions possibly leaving his position on the board, but continued interest in staying on the Strategic Planning committee.
Joseph moves to appoint four expired members to new terms: John Young, Joseph Haefleli, Carlos Gutierrez, Joe Romano. Seconded.Term is 3 years, expirestill Feb 16, 2026.
Vote passes 12-0
- VOTE: Adopt Bylaws amendment reflecting new membership
PROPOSED Amendment M-9
Board of Directors membership as of 02/16/2023
Appointment dates precede expiry dates by three years.
-Corinne Shanahan whose term shall expire on August 9, 2025
-Peter Bakija whose term shall expire on July 12, 2025;
-Fred Balfour whose term shall expire on July 12, 2025;
-Bryan Roberts whose term shall expire on May 9, 2025;
-Joseph Patrick Romano, whose term shall expire on February 16, 2026;
-Chantal Thomas, whose term shall expire on July 31, 2023;
-John Edward Young (Treasurer), whose term shall expire on February 16, 2026;
-Carlos Hernan Gutierrez, whose term shall expire on February 16, 2026;
-Joseph Fischer Haefeli (President), whose term shall expire on February 16, 2026;
-Robin Elliot, whose term shall expire on November 8, 2024;
-Amie Herman, whose term shall expire on December 20, 2025;
-Megan Merriam, whose term shall expire on December 20, 2025;
-Talaya Centeno, whose term shall expire on December 20, 2025;
-Theresa Lyons, whose term shall expire on December 20, 2025.
Vote to amend the ByLaws to reflect new membership. Joseph moves to accept the ByLaw amendment, second. Vote passes, 12-0. Amendment:
- DISCUSSION President Job Description and election
- Outline Job Description of Board President (February meeting)
- Seek thoughtful input from each of you about the role of President. What do you believe are the skills, qualities and experience needed to fulfill this role successfully, especially as we move forward? Let’s outline what we believe are important skills and qualifications. Your input along with additional input from Felix and I about what the job entails, and the level of commitment it requires, will help us craft a “job description” for the board and potential candidates to consider.
- Vote for the President at the April Meeting.
Board President Issues: Amie brings up discussion of Presidential Issues; Joseph indicates that he’d like to step down from his position as Board President. Suggests looking at what we need from a board president, and the nomination process for Board officers. Proposing a 3 step process. Give members an opportunity to talk and think about the position, nominations, and then become voted on. Suggests a President has some tenure (at least a year) on the station, either on the board or working at the station. Indicates that President should be Chief Development Officer. Discussion of position of Board President ensues, including the want for the President to be available to work with the Station Director on a regular basis; President should be available to meet with community and Radio volunteers—be a face for the Organization. All board members are encouraged to meet with the Community and volunteers. President should have a capacity to strategically plan. President should have a focus on fundraising. President evaluates Executive Director; President evaluates Board Member participation as needed; mediates between members as needed. President does not evaluate day to day operations of the organization. President monitors finances. President should have a vision that is filtered and driven by the will of the Board. President should help reduce the administrative load of the ED.
ED suggests President organizes meetings, serves as an example to the other board members, provides reinforcement to people on the Board and committees, keeps the group motivated. Drawing up agenda, facilitating meetings, coordinating work of committees. Meets multiple times with the ED between Board meetings; acts as a public face for the Board with the community. Fundraising delegation and leading.
Discussion of role of President, synthesize discussion, and then think about nominating someone at the next meeting. Questions arise about the term length of the President; currently, an annual process for the President term; suggestion to increase the length of the term. Discussion of Term Limits as well, suggesting perhaps 3 terms (years). Discussion of an executive committee to help support the President. Further discussion of increasing board size.
Board extends thanks to Joseph.
- 6:50 Committee Reports
- Dev Comm
- Gov Co?
- VOTE: Revised vote-by-email Bylaws amendment
- New section in bylaws to specify our meeting rules?
- New section in the bylaws that Zoom meetings are considered equivalent to in-person meetings?
- Should we form a Finance Committee?
Personnel Committee: Reports that Joe and Amie had conversations with Eve, re, position as staff, decided that Eve would leave amicably. Worked on crafting a new job description for the Operations and Volunteer Manager (OVM), and description is posted. Getting some submissions, including multiple internal candidates. Eve was invited by the personnel committee and chose not to respond. Felix mentions News Director.
-GovCo amendment to enable remote voting.
RESOLVED, that the Board directs the ICR Board Recorder to add the following section to “Article 5: Meetings” of the By-Laws of Ithaca Community Radio, Inc. by performing a “copy” of the following text and a “paste” of that text in the ICR Bylaws immediately following Article 5, Section 2.
- Voting by Email or Other Electronic Means.
An officer or a board committee chair may move to conduct a written vote within a specific time period, on a motion without a meeting. To pass, such a motion must achieve:
- A) Unanimous consent of all voting members to hold the vote by Email or other methods of electronic communication including, but not limited to, registered postal service mail or FAX. Such other means must be traceable to the voting member in the same manner as an Email is traceable; and
- B) A majority of yea votes.
These two actions may occur in the same communication. The motion and a request for consent to vote by Email or other electronic communication shall be submitted in writing to the Recorder and the entire board or committee. The motion must be formatted and worded precisely as it is to be finally recorded. The Recorder shall:
- C) Record the achievement (or failure to achieve) unanimous consent to hold the vote by Email or other electronic communication;
- D) Record all votes on the question; and
- E) Submit the record for inclusion in the next board or committee meeting’s minutes. “
Motion made by Joseph, second. Vote passes 12-0.
DISCUSSION: ED’s Staffing Budget Proposal:
As we grow into our new broadcast area, I believe it’s important to invest in developing our programming in ways that engage our expanded communities. To this end, I’m proposing changes to our personnel budget that will allow us to bring back a half-time News Director (ND). I’ve reviewed and updated the ND Job Description for this hire.
I’ve spoken with Curt Dunnam about using some of the remainder of his gift ($60k over the next two years) to help fund the ND and he is very open and agreeable to the idea. Minimal drawdown of our reserves would be required with a $10k commitment from Curt. A $5k commitment for 2024 would give us time to raise other funds to support the position.
Here’s a personnel cost calculator I made to help develop this budget. There are two tabs, one showing the proposed budget, the other showing the last approved staffing budget.
- Approve updated ND Job Description
- Authorize the President, and Executive Director to modify our gift agreement with Curt to include use of $10,000 to fund for the ND position in 2023 and $5,000 in 2024.
- Authorize ND to draw down ICR reserves to fund balance of ND payroll for 1 year ($1,500)
ED staffing budget proposal. Lost news director year and a half ago; introduced Operations manager to help alleviate workload for ED. Now feel that rehiring a News Director is a vital effort. Funds exist in the system to potentially support hiring a News Director for a year, with support from funders. Potentially $10K support for a year, then $5K a year after that, giving us time to secure further funding. Current payroll line is about $94K per year, for ED (Exec Director), OVM (Operations and Volunteer Manager), PC (Program Coordinator); with ND (News Director, at 20 hrs/week), and reducing OVM to 25 hrs/week (from 35 hrs/week currently), payroll increases to $106K per year. Increase in staffing only increases by $11K, which can mostly be covered by the $10K available from funder.
Question about reducing OVM hours from 35 to 25 hrs/week. 25 hours per week seems to be reasonable for an effective OVM. Currently, ED is spending 7-10 hours a week writing news; adding a News Director will lift that burden from the ED, so adding ND will open up hours on ED, alleviating a lot of effort that the ED is spending, necessitating fewer hours needed for the OVM. Questions arose about ND potentially doing a daily news program, in terms of ability to make that happen without burnout in the 20 hours a week. ED responds that new ND position would be significantly different than previous ND position, not focusing on a half hour news program daily; a great deal of previous ND position has been stripped away; focusing on recruiting and retaining committed volunteers for the new department. Not focusing on a daily news show, working up to a once a week news program. ED suggests a possible existing candidate. Questions about building in a possible way for the ND to help generate funds, to help sustain itself. ED suggests having ND with editorial control should probably not be too tied up in funding issues. Questions about a shared position for a journalist, possibly sharing a position with another local news source, as a way to strengthen the possible pool of candidates. ED indicates that the position is attractive to an existing strong potential candidate. Support for the potential candidate is expressed by various Board members. Discussion about the operational aspect of this decision, being an ED decision. Discussion of how the News Director can generate interest, connections, and potential development funds through the Soundliner mobile studio (which is exists due to a recent grant).
Motion made to to vote, seconded, for:
-Approve updated ND Job Description
-Authorize the President, and Executive Director to modify our gift agreement with Curt to include use of $10,000 to fund for the ND position in 2023 and $5,000 in 2024.
-Authorize ED to draw down ICR reserves to fund balance of ND payroll for 1 year (no more than $2,000).
Combined motion. Vote 11 in favor, 1 opposed. Vote passes.
Adjourn 8:12 pm.