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MINUTES OF KGNU BOARD MEETING 12/13/05


Members of the Board present:
Kit Hollingshead, Greg O’Brian, Marge Taniwaki, Steven Boemker-Sherman, David Kane, Paul Misho, Janaki LeFils, Chip Grandits.

Staff:
Marty Durlin, Kris Abrams, Mouse Bradshaw, Faye Lamb

Listener-members present:
Wendy Emrich, Jim Ciarlo, Robin Claire, Joel Edelstein, Mike Massa, Clover, Jim Haines, Guy Erickson, John Penman, Kathleen Martindale, Robert Mc Farlane, Lee Ann Schamps, Arleigh, Brandon Carter

Marty introduced our new Development Director, Faye Lamb.

The agenda was approved.

The minutes of the Annual Meeting of the Board were approved. Brandon Carter recorded all five hours of the meeting, and they will be archived.

Arleigh presented Greg O’Brian with a t-shirt, in commemoration of his completion of two terms on the Board. (The shirt said: “Dare to Differ”.)

Marty gave the Station Manager’s report. (See attached)

Kris Abrams gave a report on the Denver campaign. (See attached.)
A discussion followed about why Kris felt she could not continue fundraising and advocating for KGNU. Kris responded that while we have been in Denver for one and a half years, there has been no strategic or business plan for her work there. She feels that the station has not decided if it wants KGNU to be a community radio station for Denver, or to just broadcast our current signa there. She also feels that the advice given by consultants Kim Klein and Rich Male hasn’t been heeded, and that the issue of Denver has been becoming more contentious. She feels that there needs to be Board development and more Board members who will raise money for the station.
Kris also expressed concern about the difficulty she has had with the database she uses for fundraising, which she feels is quite inadequate.
Marty said that we must extend KGNU to Denver but expressed concerns about moving too fast.
She feels consensus gathering is important.
Kit wants 2-3 Board members to conduct an interview with Kris, upon her leaving. Michael Shuster made a motion, seconded by Paul Misho, that the Executive Committee, and open to other Board members, would conduct an interview with Kris to discuss her reasons for leaving the station. Feedback is to be shared with the Board and the Long Range Planning Committee.

Budget Committee Report: (See attached.)
KGNU’s accountant Mike Massa keeps a consolidated budget report for the AM and the FM signals, and he will have a consolidated report at the next Board meeting. Regarding the FM budget, we expected to have Faye Lamb start by Oct. 1 and that didn’t happen. So we have saved some money there. However, will have to pay Davide up to $20,000 per year that wasn’t budgeted, some of which he says he will give back as a gift.
There was a discussion about refinancing the loan with Andres Neidig using a commercial bank, and using the KGNU building on Walnut as collateral. There was much concern for the promise that was made to the community when we were considering buying the AM signal that we would never do that. The rationale for using the building as collateral would be to save $76,000 in interest payments. The Board felt it has a fiduciary responsibility to consider this option, since it is such a significant savings for listener members.
Jim Ciarlo said that commercial lenders would not be interested in the AM signal as collateral, but they are interested in the building. The two lenders being considered are the Bank of Denver, which holds the building mortgage, and Peak National Bank, where we have several accounts.
If we were to ask for less than $250,000, both banks would just lend us the money, using the building as collateral. If it is more than that we must obtain an appraisal on the building. Marty said she would proceed with an appraisal, “as if”, and in case, we were going to make the loan.
Marty and Sam are in the process of meeting with possible private donors, potentially eliminating the need for such a loan, by getting the $500,000 from them.
The questions are: Are conditions different now than when we were purchasing the signal? Is a promise a promise? Who promised that anyway?
The Board is very concerned about the response of listener members. A motion was introduced by Chip and seconded by Janaki, that the Board would consider the option of using the KGNU building as collateral to secure a commercial loan to pay off the $500,000 owed to the owner of the AM signal, thus saving $ 76,000 in interest payments, but that it would never put the FM signal or the station building at risk – it would sell the AM signal first. This would be done at a Special Meeting of the Board on December 19, and after considering public response to an email to all volunteers, an on-air call-in program discussing the issue. The motion passed unanimously.

Strategic Planning Committee Report
Arleigh gave the Board a copy of the Mission Statement of this new committee, which is attached.
David introduced a motion that the Board approve the Mission statement of the Strategic Committee, creating a new committee of the Board, with the understanding that Rich Male’s and Liz Allen Faye’s recommendations be taken into account by the new committee.
The motion was approved unanimously.

Inclusiveness Committee Report
Mouse reported that the Anti-Racist Training by the Chinook Fund on December 10 was well attended with good participation. The workshop trainers and the material presented received a positive response. Notes written by the presenters will be put together and make available through the committee.
The next outreach effort will be to host a community potluck where anti-racist issues will be discussed, either Sunday, Jan. 8, or Sunday, Jan. 15, 2006, with special effort to get participation from the Eclipse group.
Mouse said that the mission of the Inclusiveness Committee will be presented at the next Board meeting, asking the committee be made a standing committee of the Board.

The Board agreed to drop the discussion of the Rich Male and Associates Report due to time constraints of this meeting.

Community Advisory Board Report
Jim Haines gave a report, which is attached.

88.1 Signal
Chip will talk with Joe Miller at the Educational Media Foundation, but at this point they essentially want more money for that signal than we could consider. The Signal Committee will be involved in further explorations about the signal.

Denver Outreach Search Committee
Kathleen Martindale reported that applicants for the Denver Outreach half-time position have been narrowed down to 5 excellent candidates. Interviews will be held this week and a decision made by Jan. 1.
A discussion ensued about a holistic plan for Denver, with questions about studio space, training of volunteers and staff needs. What will motivate Denver listeners to become members of KGNU? Is our outreach just “Listen to us.”? How long can we keep Boulder members if we become too “Denverish”? Denver listener member Wendy Emrich said she feels uncertain about how to proceed with outreach.
The Board affirmed that it is committed to extending opportunities to people in the Denver metro area, including establishing a studio in Denver, radio training and opportunities to create programming. Five Board members agreed to the affirmation, and 4 Board members abstained.
Who will take the lead in forming a plan? Marty and Sam are the staff point persons and the Strategic Planning Committee will carry the work.
A motion was introduced (by_?__) that the Board request that the Strategic Planning Committee focus on Denver in its short range planning. The motion passed with 8 yes’s and one abstention.
Another motion was introduced (be__?__) that the Board consider alternate sites ( Denver, Longmont, Nederland) for Board meetings three times a year starting in March, 2006. The motion passed unanimously.

Signal Committee Report (Attached)

Other Business
Janaki talked about Karen Foley, KGNU volunteer and contract person working on the Program Guide, who has suffered a serious closed head injury, and is not able to get the help she needs because she falls through the cracks for services. The Board agreed that a basket would be passed around for her at the KGNU Holiday Party.
Steven Boemker-Sherman will pass email dates for the Volunteer Orientations, so that Board members could each sign up for one of them.
Marge Taniwaki reported that she did not feel that the Inclusiveness Training Day with the Chinook Fund was worth the money we paid for it.

The meeting was adjourned at 10:45 pm.