BOARD OF DIRECTORS MEETING

NEW WAVE CORPORATION, KOPN

915 East Broadway, Columbia

January 15, 2008

Approved February 19, 2008

CALL to ORDER

A meeting of the Board of Directors of the New Wave Corporation was held in the Ashlock Room at the KOPN offices and studios in Columbia on Tuesday, January 15, 2008.

Board President Ellen Froeschner called the meeting to order at 7:00 p.m. In attendance was Vice President Mike Hagan, Sheryl Clapton (Secretary), Ryan Kind (Treasurer), Kyle Warren Cook (Board), Rich Winkel (Board), David Owens (General Manager), Scott Meiner (Board), John Clark (Financial Officer), John Betz (volunteer). Absent were Randi Bishop, Jenny Czyzewski, and Derrick Chevious.

General Manger David Owens requested that the agenda be moved ahead to the item in New Business concerning John Betz’s offer to be responsible for taking the minutes of the Board Meeting. David said that if the Board approved the proposal that John could go ahead with taking notes for the present meeting. The Board approved the suggestion. David asked John to pass along the finished minutes to him and Secretary Sheryl Clapton.

MINUTES

President Ellen Froeschner asked if there was any discussion about the minutes of the September 18, 2007 Board meeting. Being none, she asked for a motion to wave the oral reading and the approval of the September minutes. A motion to do so was made by Ryan Kind and seconded by Mike Hagan. The motion was approved unanimously.

Ellen asked if there was any discussion about the December 18 minutes. David Owens and Kyle Cook talked about the extension of the current KOPN lease from July 2012 to June 2016 as having been the major item on the agendum at the December meeting. President Froeschner asked for a motion to accept the December 2007 minutes. Ryan Kind made the motion, which was seconded by Kyle Cook and approved unanimously.

OFFICER REPORTS

Mike Hagan led a Board discussion concerning the possible need for a line of succession for filling Board positions. Mike said that many organizations have a designated plan that ensures that trained members automatically move upwards into higher positions, which allows for continuity and assurance that the best members are moving into slots of responsibility. David said that there was going to be a “New Board Orientation” training program and that this sort of thing would be the ideal time to work on something like this.

David brought to the Board’s attention that minutes were not taken at the previous year’s Annual Meeting. Since the election of new Board Members is a major item at this meeting, David said the Board needs to ensure that minutes are taken in the future. He suggested that John Betz might be available to accept this responsibility. John agreed to take over the duty.

Ryan Kind had questions about pledge drive “numbers” being down in the last quarter drive. John Clark explained that the numbers were actually “flat.” He said that the “challenge” drive had resulted in $13,000 in pledges; which in turn led to the phone drive’s numbers being flat. John explained that the end of the year drive is always one last attempt to encourage listeners to donate and is generally a good thing for the station. There were 113 new donors, 114 returning donors, 373 regular yearly donors (who generally make contributions at the same time each year, and a final total of 1,600 donors. John reminded the Board that the 1,600 total included those who had not donated the $50 minimum required by the by-laws to have voting rights. Since the total of 1,600 was greater than the previous year’s 1,500, John said we must be doing something right.

David pointed out that the station is 26 days out from the next fund drive. The drive is scheduled for February 10 through the 20th, with a quiet day on Valentine’s Day, February 14.

STAFF REPORTS

David told the Board that Julie Baka’s departure from the station had greatly increased the workload of the KOPN staff. Upcoming events such as the annual Martin Luther King Celebration live broadcast, the Annual Meeting, new Board member training, the membership drive, and regular responsibilities were putting a strain on the operation. The staff was sharing in many of the duties that would have been handled by Julie. David said that John Clark is working on a “pre-drive” letter and is handling the newsletter and the mailings, which are all necessary to remind listeners about the upcoming drive.

David said that the Board should give some thought to a strategy concerning a theme for the February 10 – 20 pledge drive. He told the Board that serious thought also needs to be given to March’s 35th birthday celebration. All of these upcoming events are creating a need for help from the members. Ellen said that this Sunday’s Annual Meeting might be an excellent time to ask for assistance with some of these duties. She said that we might have a sign-up list at the Unity Center.

David encouraged the Board members to “pitch-in” for the upcoming pledge drive. He said that Board involvement in these scheduled events was a great way to encourage other members to offer their services.

David informed the Board that he had received twenty applications for the Director of Development position and that reviewing the applications would take some time and effort. He said that the Board could assist him in reviewing the applications.

John Clark said that the February pledge drive letters were going out the following week. He said that since Ellen Froeschner’s term of office ends on Sunday, she should probably not sign the letters. His suggestion was that the entire Board sign the letters. The Board was in agreement.

STANDING COMMITTEES

Ellen told the Board that she was preparing to form a 35th Birthday committee to begin planning for the celebration. David Owens suggested that at the Annual Meeting on Sunday the Board should hand out a “I want to help out or sponsor our 35th birthday celebration” form. The Board thought this was a good idea.

PROGRAMMING COMMITTEE

David said that he thought the programming committee was doing a good job. He passed along that the re-organizing committee is planning to develop a strategy and training procedure that would work to get volunteers into the production room for the purpose of helping them to develop their skills and trying them out on one another before moving to the KOPN listening audience. David said that he thought it was important for the station to get away from an “inquisition” method of approving programmer performance and to move forward with a system that is there to help new “on-the-air” people. He said that the programming committee had recently had the opportunity to pass along suggestions to a number of programmers and that he found the procedure to be extremely helpful.

Mike Hagan expressed his concerns about possible problems with how selections are made to fill on-air slots. He felt that the Board needs to be sure it’s comfortable with the procedures that are used to determine how program times are filled. Mike said that he is asked by programmers how the selection and decision making process is carried out. He felt that there was sometimes a general feeling by some programmers that the on-selection process was not fair and that they didn’t understand how decisions are made. Several Board members wondered whether there might be a way of posting on-line information about what airtime slots are open and when they are available.

David said that he was doubtful that this would work and would greatly increase the office’s workload. Ellen passed along that Jules as Program Coordinator is an excellent source of information for finding out what is going on. David said that being available to assist KOPN at any and all hours and being willing to do whatever it takes to help that station to function is probably the best way for all volunteers to “move up.” He also encouraged volunteers with ideas to demonstrate through performance their interest in being part of programming: they can prepare sample programming, pass along new ideas, etc.

John Clark said being one of the station’s pool of enthusiastic volunteers who have paid their dues is always one of the best ways to succeed at KOPN. Ryan Kind felt that decision- making processes need always to be “transparent” so that there would be no questions about fairness. Several other Board members thought that the term transparent was appropriate. David explained to the Board the complexity of dealing with the huge number of volunteers at KOPN and how difficult it is to deal with everyone’s concerns and complaints.

UNFINISHED BUSINESS

Since new Board members will be taking part in the next meeting, the Board decided to postpone talking about all items on the agendum marked “tabled.”

Health care: John Clark told the Board that the health care proposal project had been waiting since the last meeting for a decision about whether to have the auditor look at again. David asked Ryan Kind if he would make arrangements with the auditing firm for a conference call with interested Board members and John Clark to find out what the problems were with the proposal and what the cost would be for the auditor to improve it. Ryan said he and John would proceed.

Organizational sign-up: John Clark said it would be of great benefit if all Board members attended the all-day Organizational Development Training program on Saturday, January 26. The first session is devoted to learning what it takes to be on a board and provides an opportunity for new and current Board members to learn how to ensure that everyone is on the “same page.”

Policy documentation: John Clark told the Board that he and the office staff has plans to continue putting together a three-ring binder with “core information” about KOPN for current and new Board members. The handbook will provide critical information to volunteers on how the station does its job and meets its mission.

Annual Meeting: Ellen reminded the Board that they will meet at 1:00 p.m. on Saturday for pre-arrangement planning for the next day’s Annual Meeting. Volunteers can also come early on Sunday (1:00 p.m.) to help with the set up for the meeting.

Business Membership: Ellen passed along to the Board that a plan is needed to help attract the support of local businesses.

General Manager evaluation: Ryan told the Board he was still working on the evaluation and that he hopes to have it ready by the week of the 21st.

Board Appointment to Programming Committee: The Board will take action on appointments at the next scheduled meeting.

NEW BUSINESS

Mike Hagan presented to the Board a letter for Julie Baka, thanking her for her years of service to KOPN and the citizens of Columbia. The letter was signed by members of the Board.

ADJOURNMENT

There being no other business before the Board, Mike Hagan made a motion to adjourn. The motion was seconded and approved. The meeting adjourned at 9:30 p.m.