Special Meeting of the Board of Directors of the Boulder Community Broadcast Association, Inc.
June 2, 2003

Call to order at 6:20

Board members in attendance: Tracy Miller, Phil Dougan, Greg O’Brien, Chip Grandits, Paul Mischo, Nile Southern, Liz Valles, Steven sherman-Boemker, Anne Bermingham, and Marty Durlin (ex-officio)

Public, volunteers, and staff in attendance: Gregg Friedman, Joe Pezzillo, Hardy Darring, Kathleen Martindale, Ann Colcord, Marc Hand, Mike Pierce, Bob Gailor, Jim Knoff, Davide Andrea, and John Swartz

This special board meeting was held to continue the discussion and take appropriate actions concerning the acquisition of 1510 AM in Denver. Arleigh reported that the Board AM Committee had voted to proceed with the feasibility study by PRC after reviewing the opinions expressed at the all-station meeting devoted to the topic. Marty said that the initial $5,000 payment to PRC has been donated to the station, and that it is likely that the CPB will provide the remaining $15,000 that PRC will charge to broker the deal.
  Nile Southern expressed concern that there might be a conflict of interest between KGNU and PRC, which would benefit from the sale. Marc Hand noted that the seller would pay the brokerage fee in this situation. He also stated that the seller, who is willing to carry a note, would have to be willing to do so for 3 to 5 years. In addressing the concerns of board members about the difficulty of separating KGNU’s existing assets from those of 1510 AM in case of financial difficulty, Marc noted that when a seller carries a note, there is more leeway in defining collateral. So it might be possible to create a firewall in a purchase agreement between the station’s current assets and a newly purchased frequency in Denver. Marc explained that a letter of intent proposes a framework for how an acquisition will be structured. Greg Friedman asked if there might be other sources for an appraisal of 1510 AM, and Marc stated that sellers in the radio market are in a strong enough position that they are not much influenced by appraisals.
  Liz Valles reported that she had spoken to two public stations that had dealt with PRC, and in both cases, PRC received high praise. Joe Pezzillo suggested that KGNU might attempt to negotiate a limited management agreement that would allow KGNU to broadcast on 1510 AM for a limited time in order to assess our impact in Denver. Anne Birmingham moved and Tracy Miller seconded a motion that would allow the Board AM Committee to make decisions about the contract with PRC and a letter of intent. The motion passed unanimously.

At 7:45 the board went into closed session with KGNU’s legal counsel, Greg Friedman, to discuss the proposed contract with PRC.

Adjourned at 8:45

Respectfully submitted,
Phil Dougan, Secretary
July 2003



Special Meeting of the Board of Directors of the Boulder Community Broadcast Association, Inc.
June 25, 2003

Call to order at 12:15

Board members in attendance or submitting their votes by telephone to Arleigh: Anne Bermingham, Arleigh, Phil Dougan, Chip Grandits, Tracy Miller, Paul Mischo, Greg O’Brien, Steven Sherman-Boemker, Gabrielle Silva, Nile Southern, Liz Valles, and Marty Durlin (ex-officio)

This special board meeting was held for the sole purpose of considering this resolution: The board authorizes the Board AM Committee to continue to make decisions pertaining to the study of an AM frequency acquisition including the decision to authorize the issuance of a letter of intent to the owners of 1510 AM and provision by the station of the next $10,000 payment to PRC. Greg O’Brien moved and Arleigh seconded a motion that this resolution be passed. The motion passed unanimously.

Adjourned at 12:50

Respectfully submitted,
Phil Dougan, Secretary
July 2003

Index of board mins