KOPN BOARD MEETING MINUTES

Tuesday, January 22, 2019, 7:00 PM

Attendance:Sean Spence, Gordon Rogers, Dan Hemmelgarn, Allen Vaught, Erica Dickson, Reggie Ford, Linda Day, Laird Oakie. Laura Wacker arrived at 8:12 PM

Guests:John Lofton, Barbara Ross, Susan McKarns (who expressed an interest in the Holiday Parade)

Call to order:

The meeting was called to order by Dan Hemmelgarn, a quorum was established, and introductions of Board members, the General Manager and guests were done.

Appointment of new board members:

Dan called for applications for appointment to the board.  John Lofton and Barbara Ross applied and after they temporarily left the room a vote was called for and both were unanimously approved for appointment to the Board.

Nominations and election for office:

Dan called for nominations for board offices, and he nominated Linda Day for president with a second by Laird Okie.  No other nominations for president were made.  Dan was nominated for vice-president by Allen Vaught with a second by Reggie.  Erica Dickson was nominated for vice-president by John Lofton but she declined before a second could be offered.  No other nominations for vice-president were made.  Gordon Rogers was nominated for Secretary by Linda Day with a second by Dan Hemmelgarn.  No other nominations for secretary were made.  Laura Wacker was nominated for treasurer by Allen Vaught with a second by Linda Day.  No other nominations for treasurer were made.  All candidates were elected by acclamation of the board.  Linda Day assumed her presiding role at this time.  Dan was given a round of applause for his work as president.

Approval of December Minutes:

Gordon moved for approval of the minutes of the December 18, 2018 Board meeting with a second by Reggie Ford.  The minutes were approved as presented.

Financial Reports:

Sean distributed written reports.  He reported that the Accounts Payable Aging items are now paid.

Other items were clarified during discussion.  In the Statement of Activity-Prior Year, the State grant (line 4304) has not arrived yet.  The State grant is unrestricted (from Arts Council, mandated by law), and it comes from licensure. Sean reported that our financial reporting is still being systematized to some extent, including the incorporation of the budget into QuickBooks.   The 2017 General Grant line item (4305) is for the ComRex.  The General Grant line is for smaller or one-time grants.  Linda stated that the membership receivables, business u/w receivables, and accrued leave lines in the position statements still appear to be in error per not having been updated in many months.  Sean disagreed.

Allen moved, seconded by Dan to approve the reports.  The vote was affirmative.

General Manager Report: given by Sean Spence

Station Technology and other items from Tim Pilcher:

Tim has met with Locust Street elementary.  Their fifth graders are producing podcasts and are interested in collaborating with us, possibly by airing the podcasts and/or coming to the station to see our facilities and operations.  The principal is also interested in listing their auction event in our Diversity publication.  We have sent out an Audio Production internship opportunity to several department heads at the University.  The digital storytelling department has shared this opportunity with their students and has invited Tim to participate in their career/internship fair.  The MLK remote broadcast was successful (much better than last year) and that group is interested in working with us in the future.  Library organizing (sorting/shelving records) is largely being done by community service workers.  Dylan Martin, a digital librarian from Lincoln University, has been recruited to help us build a KOPN show archive.  Volunteer Aaron Myers is writing code for a new Online listener map.  Spinitron is being updated February 12 with an automatic playlist logging feature.   We are working with engineers to increase redundancy to reduce downtime events.  Transister.FM podcast hosting service will be trialed and probably obtained.  Gerry updated the PC in the pod to Windows 10 so new Adobe license can be hosted.

Facilities update Tower/UM:We need to keep pushing them to get approval for the fiber to be laid to the tower.  The problem is in the paperwork at UM – we need an easement to be approved by them.

Board Insurance:Waiting for Bill Kassman, our insurance person.  He anticipates it will cost about $1000/month.

Underwriting/KOPN’s Diversity:The third issue of the publication is due out in a few days.

Audit update:We will start in February and plan to finish by the end of February.  An extension was applied for as planned and is approved.

Volunteer Organization:Tim is taking charge, and Jill is getting more involved.  Interested volunteers can contact Tim (or any staff member).

Annual Meeting/Election:The event went well, with fewer people attending than usual, due both to snow plus the Chief’s championship game that night.

Como Gives: we intentionally did not push that campaign this year because of the 100 day push we had just done.  Even so, we got about $6,000 from it.

Grant Committee Report:We are budgeting $30,000 this year, although we may well get more.  We are applying for $25,000 to $50,000 from Boone County’s Children’s Mental Health fund.  We are meeting with the University to set up a children’s mental health radio program with Dr. Young-Walker and we may get another grant just for that.  The probable time slot of such a program would be once per week, maybe 9-10 AM on a weekday.  We would also want to podcast this for people who need to listen at a different time.

The question was raised of how we could know how many people listen to which programs.  Sean responded that we will be getting Nielson ratings in the near future.  The cost would be about $1500 every 6 months.

Grants being applied for: Convention/Visitors Bureau grant ($5,000), Boone Electric grant ($10,000), MO Arts Commission ($10,000), (Columbia) Office of Cultural Affairs ($10,000) all upcoming.

CPB Grant status:our grant has been requested; CPB said they will review, send to Finance, and it probably will take up to 6 weeks to get it.  We got $68,000 last year and expect to get $72,000 this year because we are not late in applying.

Community events fundraiser:Divercity Bash (Business And Social Hour) Friday 5:30 to 7:00 at the Mall (across from Victoria’s Secret).  John Lofton reports that the Columbia Farmer’s Market has had 26 (out of 28) hours of music booked.  Also he reports that the high schools are interested in helping in this, probably when the market opens at the new Clary/Shy structure this spring.

Next drive:March 6-12, 2019. Sean reports that Christine Gardener has a good committee and has done great work with the past two drives. He anticipates that this drive will be well-organized and that staff will be present throughout.

Development working group:This group is now permanent, and this year will have many of the same people as before.  Diana Moxon will do the Arts event again (or perhaps two of them).

Overall Fundraising Plan evolution update:Sean described identifying groups of affiliated people or constituencies with common goals or interests.  These groups can be fundraising teams, with separate fund-raising plans.  Examples would be an Arts group doing a mailing, or an environmental group finding donors. Groups would not be limited to specific projects but would be free to manage their own fundraising.  If we get $20,000 per group, we could bring in perhaps $140,000 per year from this.  He believes we can get between $370,000 to $680,000, so perhaps $500,000 in the end.  But in any case we can survive on $370,000 ($70,000 from CPB).

Next Year priorities:

Building the volunteer organization

Getting the technology systems in order

Grant writing, hopefully with volunteers

Serving the underserved

Committee and Working group reports:

Financial group:Dan – The group reviewed the reports that we saw tonight.  This group will start reviewing the monthly payroll also, including vacation/sick pay, etc.

Volunteer group:(no one present from that group)

Programming Committee:did not meet

Membership group:did not meet

Engineering/IT working group:Reggie – has not met since the closet cleanup

Messaging/branding/organizational group:did not meet

Library working group:no report

Guiding documents group:Gordon – The Dissolution amendment proposal will be made under new business

Station relocation: has not met.  There was some discussion (with no motions made) about the options and issues facing us.  One possibility is that the current lease could be renewed by a new owner.

New Business:

Dissolution amendment to the Bylaws:the amendment was reviewed.  A suggestion was made by Laura that a lawyer be consulted about the wording.  A motion was made by Dan (seconded by Laura) that the wording presented be approved for posting for the required period and that a lawyer could be consulted before the next meeting.  If changes do need to be made, they could be made at the next meeting.  This motion passed.

Annual meeting date discussion:due to frequent bad weather in January, a discussion was held about the scheduling of the annual meeting.  Points raised included:

Pro-January:January is in the bylaws, it is a convenient time to begin a new KOPN year, it is a time of year when there are not a lot of conflicts either in people’s personal schedules or in other competing events.  The Unity Center is more likely to be available in January

Anti-January:it is prone to bad weather, discouraging even interested people from attending. It discourages people from out of town from running for the board.

Pro-March:better weather

Anti-March:it is a busy time for people – spring break, vacations.  This would extend terms (one-time) for longer than allowed in the bylaws for some people.

Pro-October:it would shorten rather than lengthen terms, so no one would serve longer than allowed in the bylaws.  This would also match the fiscal year.  The weather is better.

Anti-October:very busy month – home football games, there are MANY conferences in October.  Meeting space may be hard to find.

Separate the election from the meeting:we could elect in the fall (October) and inaugurate in January.

Outcome:A motion was made by Allen, seconded by several and passed to table the discussion for a future meeting.

FCC issues:Sean and Tim are meeting tomorrow with Mike Dunn and Mark Anders at KBIA.  They have been helpful to us to be sure we have good systems and are FCC-compliant.

MLK Day:Sean reported that we don’t observe this as a holiday for KOPN staff and asked for approval to make it a holiday for them.  He asked for a vote to do so, although it would involve a change in the personnel policy only.  Allen moved, seconded by Reggie, to make MLK day a paid holiday.  The motion was approved.

Website:Sean reports that it is steadily improving.

Transmitter shed roof:Sean said he thinks work will start tomorrow and will take only a couple of days.

Debra Hardin plaque:/ new air board:No report.

Conflict of interest forms:Postponed by Sean until the February meeting.

Respectfully submitted,

Gordon Rogers, Secretary