 John Yingling President Term expires 11/08 Chuck Cole Clerk Term expires 11/09 Madeline Miller Treasurer Term expires 11/09 T Gandolfo Term expires 11/09 Char Priolo Term expires 11/08 Craig Poosikian Term expires 11/08 Robena Malicoat Term expires 11/09 Seth Rolbein Term expires 11/09 John Nelson Term expires 11/08 Dave Cole Term expires 11/09 Dave Myers Ex Officio, non-voting WOMR Executive Director |
WOMR Board of Directors Meeting Minutes: December 3, 2007; 5:00 pm Present: Members: Treasurer John Yingling, Chuck Cole, T Gandolfo, Robena Malicoat, Madeline Miller, Craig Poosikian, Char Priolo, Dave Cole, Nan Cinnater, Seth Rolbein, John Nelson, Executive Director Dave Myers (ex officio). Staff: Operations Manager John Braden, Interim Office Manager Richard Kelley, Bookkeeper Steve Roderick Others: Deb Karacozian, Tony Pasquale, April Baxter Meeting called to order by Treasurer at 5:03 pm Motion to accept 11/5/07 minutes as written made by T, Seconded by Char. All vote to approve. 11-0-0 Public Comment Was the fund raising goal met? - $300 still to go. Postscript from Executive Director 12/5/07 email: Due to a problem with the Public Interactive server we did not receive notice of our online pledges until today. So, while we were pushing on the air on Sunday night to reach our goal, our online pledges (a dozen pledges totaling $545) had already brought us over the top. New Officers John Yingling nominated for President (by T, seconded by Seth) Nan Cinnater nominated for President (by Char, seconded by Chuck) Ballot taken. By a vote of seven (7) for John and four (4) for All vote to approve, 11-0-0 Madeline nominated for Treasurer (by Seth, seconded Craig) All vote to approve. 11-0-0 Chuck Cole nominated for Clerk (by John Y., seconded All vote to approve. 11-0-0 Motion made by Char to nominate Amy Germain for Recording Secretary seconded by T, All vote to approve. 11-0-0 Conflict of interest policy & possible Board openings As Underwriting Sales Representative (commission paid, regular subcontractor position), Craig has yet to make a decision regarding conflict of interest policy. Board policy would allow a special, one-time or emergency situation to allow Craig an additional amount of time to make a decision. Discussion: Need to develop a set of procedures. IRS rules and regulations are determining factor on conflict of interest. Board has a policy, however no procedures have been developed, with new Board, work should begin on procedures. Does Craig stay on the board or have to leave while these procedures are developed? Can the underwriting reps be ex officio members of the board? Because the Corporation elected Craig as a Board member, this seems to be a special situation. Is the Board able to override the Corporation’s decision? Does this jeopardize the non-profit status 501c(3)? It does not necessarily jeopardize the non-profit status, but it may bring scrutiny upon the Corporation. Motion made by Madeline to keep Craig on the board, as a special circumstance, until we find another underwriter, seconded by Char. By making Craig an ex officio board member does this still create a problem? Craig should resign to fully avoid a conflict of interest, and if he does not, then the Board should not be able to circumvent the elected process. Madeline removed motion from the floor Motion made by T that the Board should have their attorney look into the possibility that the Board could make a determination to remove any board member. IRS Sample Conflict of Interest Policy - Refer to Article 4 of Bylaws. Motion made to table this until next month’s meeting and have the Policy Committee develop a specific set of procedures in order to allow Craig to make a decision. Policy Committee: Motion made by Char that the Policy & Procedures Committee meets within the next 4 weeks so that the Board can make an informed decision, seconded by Chuck. All vote to approve. 11-0-0 REPORTS Executive Director Request to go straight to financial report. Pledge drive, great group effort and thanking everybody involved. Spreadsheets available for review going back to Fall 2005. Better distribution of performance over shows, most are hitting or coming close to goals. Everybody was pitching well and getting pledges. $300 to go to meet goal. Plea made for that last bit. Thanking Richard for such a good job and John as well. Future pledge drive possibility to be considered: Board members might go out to the public by staffing info/pledge/merchandise tables at local gathering places. A physical presence is invaluable to gain publicity, especially as the station is moving into new areas. New Ownership report filed with the FCC. Board is the official owner of the station. Great party for Tom Conklin thanking Sarah at the Flying Fish and Tony and Anthony. Another Live Remote of the Christmas Cavalcade at the Jailhouse in Great candidates for the Office Manager, still interviewing, decision should be made within the next two weeks. Will hold a meeting in January for Events Committee and other interested parties to review/set up event schedule for FY 2008. Does a new set of goals need to be developed for this committee? New budget has a much more realistic events budget and it should make it much easier for the Committee to function; new budget looks to spend $35K to make $50K. Financial Report Not making a full report at this time, · How many years have we run a Fall marathon? 3 years; less than 10 days. This is the Operating Budget, Capital Budget to be developed. Board would like to see year-to-year comparisons, monthly separations and cash flow components Board will review operating budget and look to approve budget next month. Last year’s Profit & Loss statements will look somewhat different from this year’s due to change in bookkeeper. Going forward, Board members to receive information 1 week prior to the scheduled board meeting. Board should consider whether they would like to see expanded financials. Personnel Committee Met on November 16th to evaluate Exec. Dir. Dave Meyers. Used Green Lights, a non-profit form to help evaluate personnel. With the Exec. Dir. Having 11 “bosses”, it made effective communication a difficulty. Discussion on Board’s self-evaluations. Handout given out to Board members for review -- to be discussed at next month’s meeting. Need to develop a way to make Board goals. Look to have a Board retreat to help define processes/goals. Also have a retreat for the general membership. Events Perhaps Dave M. could be the Chair of the Events Committee. A skeleton of the Board’s “wants” would be helpful. Operations Manager On November 6th power went down on the transmitter. NStar notified and it took approximately 12 hours to repair. Internet streaming of station was not affected. 12 hours of preprogrammed material to cover for lack of DJ’s over Thanksgiving. Good programming and good feedback. Met Opera will be transmitted directly into WOMR studio via phone lines recently installed. Howard Weiner’s phone system will provide a back up to this system until it is proven. Septic system pumped and roof repaired. Back up power system and emergency system information – need to get into the notification loop. WOMR to be included in the school closings listing. Policy Committee Has never met. Programming Committee Did not meet last month. No comprehensive discussion at annual meeting. Two openings from 6-9 pm on Sundays (Mae’s slot); a couple of midnight slots are also open. Some applications have been received. Opening on the Programming Committee (John Nelson’s slot) -- will be advertised. Very good feedback on Maryalice as a possible new DJ. Revised DJ Agreement distributed to everyone at the annual meeting. Agenda item for next month’s meeting: Emergency contact and information issues. Website Committee Did not meet last month. Ex Officio Board members Bylaw amendment, as amended and approved by the Corporate Membership at the 2007 annual meeting, reads as follows: “The Executive Director shall serve as an ex officio member of the Board of Directors, and the Board of Directors shall name other ex officio members as it deems necessary. These ex officio members shall be non-voting.” Board Protocols/Procedures (packets, reports, etc.) Board and the public need to have fully informed meetings. Packets need to show up at least 3 business days in advance of meetings. Either electronic delivery or hard copy delivery of materials. Development and posting of agendas are a priority. Committees may need to change meeting dates to accommodate new notification schedule. Packets should be provided to visitors. Recording Secretary will be responsible for posting of information onto bulletin boards and onto website (minutes upon approval only). Sending information to membership via email is greatly desirable (Dave’s email “Blast” can be used.) Dave will be preparing and distributing packets in a more structured, open way. Packets to be delivered to members by the Wednesday prior to a meeting. Formation of FY 2008 Committees Need everybody to be involved in committees, but don’t take on more than is comfortable. By-laws don’t stipulate. Current: Dave M. attends Finance, Policy, Personnel, Events and Website (i.e., all committee meetings). Madeline: Finance & Personnel T: Personnel & Programming Robena: Personnel & Policy John Y.: Finance & Policy Craig: Personnel, Policy & Finance Chuck: would like Events & Website Char: Website Future: Events: April Baxter, Deb Karacozian, Tony Pasquale, Dave M., Chuck Finance: Madeline, John Y., Craig, Personnel (Board Committee): Robena, T, Madeline, Seth, Craig (should resign due to conflict issue outstanding), Dave M. Programming: T, Board Liaison to be elected in May Policy: Robena, John Y., Dave M., Website: Char, Richard Kelley, John N., Chuck, Matty Dread, Dave M. Goal to be set at $1 million? Expenses may be around $400K. By raising more, there are expenses that can use it to make a more viable organization; go digital here, take transmission to Development Committee – To be determined at next month’s meeting. Planned giving would enable corporate/foundation matching funding. Would Capital Committee morph into a Development Committee? Discussion on whether or not committees vote on who their chair is. [Post Script Clarification from Executive Director: As stipulated in Bylaws, committee chair not voted by committee in the case of Programming Committee (Operations Manager chairs) or Finance Committee (Treasurer chairs). Executive Director has requested that Board appoint him as Events Committee Chair] Board should get together to develop short term priorities, long term priorities, vision planning. Other business Cape Cod Foundation workshop on Wednesday December 12th 9:30 to 12:30. Workshop Agenda distributed by Madeline. John will attend, as well as Dave M., Board Development - is the Personnel Committee taking on this issue? Interest in looking at the process of the Board and then have that trickle down into general membership. Who would initiate Board retreat? John Y. will investigate. Facilitator desirable; Dave M. to look for availability of facilitator for the 1st or second week of March. Board moved into Executive Session at 6:56 pm to discuss personnel issues. Executive Session adjourned at 7:20 pm. Motion made by John Y. to adjourn, seconded by All vote to approve, 8-0-0. (Chuck, Seth & Char absent)
Meeting adjourned at 7:23 Respectfully submitted, Amy Germain Amy Germain Recording Secretary |
