Board Meeting Minutes — December 2018

Board Meeting Minutes — February 2019
March 21, 2019
Proposed By-Laws Changes, New Wave Corporation
March 25, 2019

Board Meeting Minutes — December 2018

New Wave Corporation Board of Directors

Minutes of the December 18, 2018 Meeting


In attendance:  Dan Hemmelgarn (President), Allen Vaught (Treasurer), Linda Day, Reggie Ford, John Lofton, Margot McMillen, Laird Okie, Gordon Rogers, Ellen Schlie (arriving late because of work), Laura Wacker, and Sean Spence (General Manager).

Not in attendance:  Erica Dickson (Secretary), Heather O’Connor, Jackie Casteel.


Call to order:  12/18/18  7:01pm


Approval of agenda:  Gordon moved to approve; Dan seconded.  Approved.


Approval of 11/20/18 minutes:

Amendments:  Information about the Programming Committee content was changed to

Programming Committee Report- Tim will work to develop a master list of our programming. We will be adding a new show which will play various types of middle eastern music. We do still plan to add the financial planning show in English and Spanish. Eric has taken over the 2-5:30 am slot on Tuesdays. 

in order to delete some incorrect detail.

Linda moved to approve as amended; Laird seconded.  Approved as amended.


Financial report:

Questions about the financial report had been raised before the meeting.   A deposit had been incorrectly entered in the Cash category line. Some receivable and liability column entries were the same across Nov ’18, Oct ’18, and Nov ’17.  Sean will check on these, revise as needed, and report back before the next meeting.

Dan moved to approve the reports except for the corrections to be made; Margot seconded. Approved.


GM monthly operating report:

Station technology update

Sean reported that it is going well overall with many improvements afoot.                       Recent repairs/upgrades

We have new equipment for conducting interviews.
We will be switching soon to a new podcasting system that will better accommodate the needs of a radio station.
           Web Site issues

Sean characterized the website as “a work in progress.”
Facilities update

Tower/UM Update

Sean reported that the new easement agreement is on hold as we wait for some legal documents to work their way through the University system.

Board Insurance

No insurance policy is in place yet. Sean said he is still working on this.  Estimated cost is $1500/yr.
Underwriting/KOPN’s Diversity

The new issue of Diversity, the print publication, is in preparation.

Audit Update

Sean reported that the auditor has said the audit will not be ready until the end of February rather than the end of December as earlier promised.  We will need to request an extension for our report.

KOPN Community Survey

Only about 30 responses have been received.

Volunteer Organization

Tim is working on this with Jill’s help.

Annual meeting/Election

Sean expects lower attendance this year. Votes are coming in for the board election.  Some people have not followed the directions for how to submit the materials but those votes will be counted.


Sean expects these donations to the station to be lower this year.

KOPN Potluck

Sean reported that this went well with 20+ people attending.
Looking to Next Year – top priorities for increased focus

Building the volunteer organization

Getting our technology systems in order

Grant writing, hopefully with volunteers

Sean expects that a volunteer will be returning to help with this.

Serving the Underserved

New Community Events

Sean reported that the Holiday Rock event at Hickman went well and that he is planning to repeat the event in future years.

He reported that KOPN will organize the holiday parade in Columbia next year.  We may call it the KOPN Central MO Holiday Parade.  Sean will meet soon with the new director for the District.


There is now a budgeted line item for change for parking meters for programmers doing shows.  Programmers will request change from Jill and sign for it; expenditures will be tracked.

Committee & Working Group Reports

Financial Working Group

This month Dan and Sean met.

Volunteer Working Group

No meeting this month.

Programming Committee

The personal financial issues show is now planned as a one hour show with a half hour of the same content in Spanish and in English.  The show is on hold until show preparation can meet expectations.  The format and content of the veterans issues show was discussed again.

Membership/Development Working Group

The group will take responsibility for the sign-in table at the annual meeting.

Eng/IT Working Group

The closet clean-out was very successful thanks to Tim, who organized it, and eight or so volunteers who helped.

Messaging, Branding / Organizational Image

No meeting this month.

Library Working Group

No meeting this month.

Guiding Documents Review Working Group

Gordon has distributed a revised draft document proposing a plan for dissolution in the event that it should ever become necessary.

Station Relocation Working Group

The current lease is up in June, 2021. Margo distributed a report on the first “brainstorming” meeting (9/4/18, attended by 12 people) about the possible move.  No members or programmers showed up for the second meeting.

Tim has estimated that the minimum space requirement would be 2000 sq ft.  We have 3200 sq ft at the present location with very tall walls to shelve media.

Laura recommended that we consider sharing space with one or more other non-profits.  The possible move will be discussed at the annual members meeting in January.


New Business:

Programming Committee Composition


Laura is the current Board representative and she would like to lighten her load.  Dan suggested that if Linda is elected to remain on the Board, she become the Board representative to the Programming Committee and thereby become a non-voting member (except as necessary to break a tie).

Laird suggested that we all review the Programming Committee Policy content on membership.  (Dan had distributed the Policy last month in an email. That [most recent] version is appended to these minutes.)


Board duties timetable

Dan has distributed a timetable for when things need to be taken up or completed.  He will update as needed.


Unfinished Business:

Website issues – addressed above


Transmitter shed roof, repair, painting project

Sean said that Manor Roofing says they will install the new roof on the transmitter shed soon.


Conflict of Interest Policy

Sean said that all conflict of interest policy documents are signed.  He will have copies for signature by any new members in January.



Closed Session

The Board moved to a brief closed Session to discuss a Board of Directors personnel issue.


The meeting was adjourned at 8:30 pm.


Minutes submitted by Linda Day, substituting for the Secretary



New Wave Corporation

Policy Governing the Programming Committee

Amended Aug. 24, 2017


The Programming Committee will consist of nine persons. Six (6) will be programmers elected by programmers, one of whom will do local talk radio, one of whom will do national programming, and four will represent a variety of genres of music. One (1) will be the General Manager, or a paid staff member that he designates. One member who is not a programmer will be appointed by the General Manager in consultation with the staff. One member who is not a programmer will be appointed by the Board of Directors of the New Wave Corporation.

A member of the New Wave Corporation Board of Directors will be an ex-officio member without a vote except in the case where the Committee is deadlocked in a tie. In that case, he or she may cast a tie-breaking vote. A Board member may not otherwise be appointed or elected to the Programming Committee.

Members of the Programming Committee will serve staggered terms of two years. Five members of the Programming Committee, who represent more than one of the categories (programmers, non-programmers, staff), will constitute a quorum for the conduct of business.


The responsibility of the Programming Committee will be as follows:

  1. to set written standards for programming and programmers and to hear appeals of management decisions involving discipline for violation of those standards;
  2. to conduct and/or facilitate reviews of existing programming and to advise programmers on ways to improve quality; and
  3. to review the scope of programming and to make recommendations on ways of making the station more inclusive of community interests including changes in programming; and
  4. to receive and review proposals for new programming, to judge whether the proposed program is appropriate for KOPN, and to classify the proposal as to its genre; and
  5. to advise the Program Director (if there is one), the General Manager, and the Board of Directors with respect to these topics; and
  6. to review and propose changes in the policies governing programming; and
  7. to facilitate the election of programmers to the Board of Directors.
    In carrying out charges 1—4 and 7 the Committee will have written guidelines,

approved by the Board of Directors, governing procedures. Those guidelines shall be posted in the station where all programmers can see them.

Standards for Programmers

In preparing standards for programmers (#1, above), the programming committee will incorporate the following topics:

  1. Requirements for training;
  2. Requirements for volunteering at the station;
  3. Care of station property (the library, equipment, records);
  4. Security of the station (responsibility for guests, etc.);
  5. Maintaining records required by the FCC and the station;
  6. FCC requirements, including station identification, meter reading, emergency alerts, logs and any other requirements that may be forthcoming; and Quality of programming.


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