KOPN BOARD MEETING MINUTES

Tuesday, February 20, 2019, 7:00 PM

Attendance:John Lofton, Gordon Rogers, Dan Hemmelgarn, Linda Day, Laird Okie, Laura Wacker, and Sean Spence.

Guests:None

Call to order and Approval of Agenda:

The meeting was called to order by President Linda Day and a quorum was established.  A motion was made by Gordon and seconded by Dan to approve the agenda and the motion carried.

Approval of January Minutes:

Laird moved for approval of the minutes of the January 22, 2019 Board meeting with a second by John Lofton.  The minutes were approved as presented.

Financial Reports:

Sean distributed written reports.  There was discussion about which reports the board routinely wanted to have for the board meetings. It was decided we regularly want the Monthly and YTD Statements of Activity (ideally on the same page or form), the A/P Aging detail, and the Statement of Financial Position with prior year and prior period comparisons.

Sean reports that we have gradually increasing goals for the checking account balance and so far we have been succeeding.  Mailed appeals are still productive.  He reports that the bank balance reflects our income because our spending is fairly constant.  Underwriting and grant monies are being received on schedule.  Membership donations are not accurately matched against pledges made yet in our reports.

Sean clarified that Cory Crosby was initially hired for one month and that if he made at least as much money as his salary, he would be extended for one more month, and if he still made as much that month they would develop a plan for him to work for the whole year.  He reports that this plan is in fact on track, with Cory bringing in money from Veterans United, Shelter Insurance, and from a variety of events.  He also clarified that Tim Pilcher will also be bringing in money in addition to his in-house technology work and other work for the station.  Staff are paid a 15% commission for outside donations they bring in.

There was discussion about underwriting for specific programs rather than underwriting for the general station.  We have done specific program underwriting in the past but are not doing that now.  Laura said that such underwriting could be more targeted and be more valuable to underwriters. Sean said that he agreed with this but that right now this is not where his time could be most productive. There was discussion about having programmers seeking such underwriting, but it was noted that then there is a risk of confusing the rules for underwriting vs. advertising.  There was also discussion about tracking underwriting announcements to be sure we are not doing more underwriting messages for some underwriters than we are contracted to.   Underwriting announcements are documented on the logs.

The personnel costs (accrued leave, commissions, etc.) report was not provided and will be done by email from Sean prior to the next meeting.  The Columbia EDP Center compiles this info for us.  Linda moved and Dan seconded that we approve the Activity Report and only acknowledge receipt of the Financial Statements because of the incorrect amounts in some accounts.

General Manager Report

FCC required reports:we are caught up on FCC-mandated reports back through our last license renewal. Sean expects no problems from them being late.  We are working on digitizing the Quarterly Issues report (for the FCC) in the future.

Station, Board and Officer insurance:insurance for officers includes coverage for intentional acts such as breach of contract, allegations of discrimination, or other wrongful acts.  Coverage for defense costs can be as important as coverage for claims or damages.  The cost of such is about $1200 per year and Sean recommends we buy it through our insurance agent Bill Kassmann.  Dan moved and Linda seconded that the board direct Sean to purchase the offered policy.  The motion carried.  Sean noted that we have an existing liability policy and workman’s comp policy.  Linda asked to be informed of the amount of our liability coverage which Sean said he would do.

Audit update:We have an extension and expect to be done in March

Grants:We are applying to Boone Electric for a $10,000 grant.  We expect to get the CPB grant and the Boone County Mental Health grant involving Dr. Young-Walker.

Underwriting: discussed earlier this meeting.

March Fund Drive: March 6-12 with a KOPN birthday fundraiser on March 14.  We are on track.  Our goal is $38,000, which may be as high as we can go.

Station Location Updates: Nothing new to report.

Tower/UM Update:  No news.  Sean will contact UM again.

Station Technology: going well.  Laird reports that the website does not have Air Room phone number or KOPN street address and Sean said he would fix that.  The site is loading faster.  New podcasting site is in the works.

Diversity Magazine:  #3 is out, is on track and as it improves it will go to more than the current 10,000 people who receive it.

Community events:No report.

Community Survey:no report.

Volunteers:On track. The training program won’t be ready for a few months.  We have more volunteers coming in and we are working with the Service Learning program at MU.

Digitization of the music library:no news; it is still an ongoing process.

Media Partnerships:We are in communication with the three TV stations, less so with KRCG (CBS/Sinclair) but moving toward a partnership with KMIZ (ABC/Fox), and KOMU (NBC). There was extensive discussion about the question of working with Sinclair Broadcasting (KRCG).  These relationships would involve sharing promos, sharing work and sharing publicizing for community events.  Sean noted that because they have much larger audiences than we do, we would benefit by trading air time for air time.  After the discussion Sean said he plans not to pursue a relationship with KRCG but will continue working with the other two stations.

KOPN Birthday Fundraiser:has already been discussed.

Lift/Ramp Fundraiser:Sean has architectural plans for a ramp for back door of station and said he will seek funding from the disability community.

Further news:The metal shed roof is installed and it is vented; the Community Calendar is coming along with about 250 events on it; Sean is hoping that Veterans for Peace can have an event during the fund drive and participate in the Veterans Affairs show; we are expecting $6,000 from the state for Children’s Mental Health project.

Committee and Working group reports:

Fiscal work group:Laura reports the issues discussed during the Financial Report were also discussed within the work group.

Volunteer work group:(no one present from that group).

Programming Committee:Linda reports the committee met this month.  There is a new host for the High and Lonesome Sound, Kyle Brown.  Several requests for programming slots have been made.  The Aquarius show slot on Mondays is open as a news slot.  We need a slot for the proposed Mental Health show.  There was discussion about whether the Board president was also able to be a committee liaison and it was affirmed that the president, as one of the board directors, may do so.

Membership work group:did not meet.  Has not met in several months.

Engineering/IT work group:Sean reports that Gary has gotten the buzz out of the turntable and other items are being resolved.

Messaging/branding/organizational work group:did not meet.  Linda moved to disband the work group.  Laura seconded and the motion carried.

Library work group:no meeting this month.  Laura volunteered to reach out to Jackie Casteel to determine the status of the archives and digitization of tapes.

Guiding documents work group:Gordon reported that the dissolution amendment is on hold pending review of language suggested to us by attorney Skip Walther, who also suggested we should have language relating to our being a 501(c)(3) corporation.  The group proposes an amendment slightly re-wording Article 3.02.2 about the GM’s role in board meetings.  If adopted, that section of the bylaws would read:

“3.02.2:Election and Terms of Office.  Members of the New Wave Corporation shall elect nine directors, and upto six Directors may be appointed by the Board.  No paid staff Member shall be a Director except that the General Manager shall be an ex-officio Member of the Board of Directors and will attend Board meetings but shall not be entitled to vote and will not be counted for the purpose of establishing a quorum.”

Linda called for a vote on the wording, which was approved.  The wording will be posted as required and will be voted on at the next meeting for adoption.

Station relocation: has not met.  Sean reports that our lease runs until June 2021.

New Business:No new business.

Unfinished Business:

• The Dissolution amendment was already discussed.
• Scheduled month of the annual meeting: after discussion, Dan proposed and Gordon seconded removing this item from our unfinished business. The motion passed.
• Now that the transmitter shed roof is finished, there was discussion about upkeep of the remainder of the shed and about groundskeeping.

Conflict of interest forms: Sean says he will get one to Barbara for her signature.

Closed session/personnel item:Postponed.

Adjournment: All items on the agenda having been addressed, the meeting was adjourned by the president.

Respectfully submitted,

Gordon Rogers, Secretary