March 2022 — Board Meeting Minutes

March 2022 – WRFI Board Meeting

March 8, 2022, 6-8pm 

 

6:00pm Board of Directors attendance:

• Present:
  • Felix Tietelbaum 
  • John Young
  • Alexandra Ackert-Smith
  • David Walton
  • Joseph Haefeli
  • Joe Romano
  • Chantal Thomas
  • Robin Elliott 
  • Corinne Shanahan (staff)

• Absent:
  • Carlos Gutierrez  
  • Godfrey Simmons
• Quorum achieved (6:06pm)

 

6:06pm Welcome, check-ins, call to order:

• Consent meeting agenda items:
  • Sign NYSIF Exclusion forms for Board of Directors officers (attached)
    • These exclude officers from Workers Compensation Insurance

• Adopt Bylaws Amendment M-4 to remove Corinne Shanahan and Stephan Cope from membership, as recorded.
• Approve Joseph Haefeli and John Young to apply for a loan with Alternatives Federal Credit Union (attached, redo)

6:11pm Joe motioned to adopt the proposed meeting agenda 

• David seconded the motion 
• All present voted in favor 

 

6:14pm Joe motioned to approve the terms to renegotiate WRFI’s local marketing agreement (LMA) with WSKG

• Robin seconded the motion
• All present voted in favor 

 

6:15-6:32pm Discussion of 5-year Watkins Glen tower lease terms

• Talk-through of buyout option to terminate the lease preemptively 

 

6:32-7:01pm Presentation by Sally Kane of National Federation of Community Broadcasters (NFCB) on the case for community radio and WRFI’s expansion and Capital Campaign 

7:00-7:09pm Invitation to join the Development Committee meeting, Wednesday, March 9th 

• Discussion of BOD’s general availability for committee attendance 

 

7:09-7:20pm ED Report, Treasurer Report, LMA:

• Authorize terms to renegotiate our LMA with WSKG by April 10 
  • Subject to terms of the current tower lease with Spectrasite. Term renewed on March 1, 2022. ED to report on termination options
  • Potential new terms with WSKG:
    • No change in terms; terminate with no renewal (July 10, 2022)
    • Change terms to month-to-month (how much notice?)
    • Change terms to at-will with X days notice
    • File Special Temporary Authorization (STA) to go silent until the new facility goes online

7:20-7:53pm BOD Vice President nominations/BOD recruitment brainstorm:

• Potential recruits: John Bosak, Bryan Roberts, Don Barber, Joe Wetmore, George Johann, Paul Stearns
• Proposal for the Governance Committee to meet (to ensure equitable, DEI-centered recruiting – along with potentially creating guidelines for BOD nomination) 
• Chantal shared a spreadsheet for pre-existing nomination guidelines

 

7:54-8:00pm Proposal to amend bylaws to enable electronic (Email) voting: 

• Under the NPCL, the board can make decisions without a meeting, but only if all voting members of the board consent in writing. This is termed making a decision via “unanimous consent;” directors cannot vote by proxy. These rules also apply to committees of the board, which are committees with the power to bind the corporation.
• Proposal for inclusion in bylaws: 

“An officer may move to conduct a written vote without a meeting. To pass, such a motion must achieve a) unanimous consent of all voting members to hold the vote by mail; and b) a majority of yea votes. These two actions may occur in the same communication. The question and a request for consent to vote by mail must be submitted in writing to the Recorder and the entire board. The question must be formatted and worded precisely as it is to be finally recorded. The Recorder shall record achievement (or failure to achieve) unanimous consent as well as all votes on the question and submit the record for inclusion in the next meeting’s minutes.”

• Proposal presented to, and discussed by, the board at-large; need to revisit 

 

8:00-8:19pm Discission of conditions of gift agreements 

 

8:19pm Weighing out loan stipulations

 

8:20pm BOD meeting adjourned