WRFI -Meeting Minutes- January 2023

ICR Board of Directors Meeting Minutes

Jan 10, 2023

 

In attendance:

-Peter Bakija

-Fred Balfour

-Talaya Centeno

-Bryan Roberts

-Corinne Shanahan

-Theresa Lyons

-Chantal Thomas

-John Young

-Amie Herman

-Joe Romano

-Jospeh Haefeli

-Megan Merriam

-Felix Teitelbaum

 

Not in attendance:

-Carlos Gutierez

-Robin Elliot

 

Agenda Items:

Consent agenda [VOTE]

• Approve minutes from last meeting (shared with the board group email)

• 12/13
• 12/20

Consent Agenda: Felix clarifies Vote by email amendment. Fred suggests voting on amendment separately. Motion to pass minutes for December. Peter moves to approve updated minutes, Fred seconds, vote 12-0 to pass Minutes. Fred suggests we need to clarify email vote amendment. Will move amendment to GovCo for clarification. GovCo will check wording. 

 

• Approve bylaws amendment allowing voting by email. This has been discussed and even perhaps voted on. However a record of the vote does not seem to have been recorded.
  • Add an amendment to the official ICR Bylaws to include the following:
    An officer may move to conduct a written vote without a meeting. To pass, such a motion must achieve unanimous consent (yea votes by all voting members). The question must be submitted in writing to the Recorder and the entire board formatted and worded precisely as it is to be finally recorded. The Recorder shall record achievement (or failure to achieve) unanimous consent for inclusion in the next meeting’s minutes. 

 

Bylaw Amendment allowing voting by email. Moved to GovCo to check wording.

 

• President’s report
  • Monthly Revisit (moved forward from last agenda):  
    • Transitioning to WRFI vII discussion
      • Moving from capital / infrastructure frenzy to deeper growth
      • Outreach ideas: All hands on deck.

 

Joseph discusses the expanded listening area, asks for suggestions to get us out to the new listening areas.

 

• New Members:
  • Welcome!
  • Potential New Board Member follow up?
  • Another possible new BoardStrong candidate

 

New Members: Welcome, asking about potential member and a second interview. Joseph will make contact with potential member. Felix indicates that potential member works for NPR group, and is working for a very large and successful Public Radio organization, but it is unclear what his interest is with WRFI. General consensus was have a second interview. Joseph will contact. Considering setting up half hour meeting to get together. 

 

Fred brings up calling members/donors—felt that many discussions were revolving around our new broadcast area as a positive.

• New member on-boarding. 
  • ED component
    • Set up one-on-ones with Felix
    • Schedule standard onboarding session with Felix (in-person)
    • Mini-studio orientation (re: pitching)
    • COI Statements (all members)

 

New Member Onboarding: Getting new board members up to speed. Felix invites new members to meet 1 on 1 to get up to speed on operations at the station and how the station works. All new members are invited to take part in a standard station onboarding session and to tour the studios. All board members are encouraged to take part in Fund Drives. Discussion of Conflict of Interest forms. 

 

Getting to know the station: Check our website, identify which shows are local, try and listen to shows you haven’t listened to before. We give people the opportunity to access the airwaves, so check out shows, possibly ones you haven’t listened to before, meet/introduce yourself with DJs, etc. Information about how to contact DJs and people on air is not super apparent on the WRFI website; could use some updating.

 

Could new board members send a photo and a short bio to Felix for the website?

 

Chantal asks about gathering feedback, and having new Board Members to see about new ideas. Website contact could use some updating. Joe discusses linking social media sites to the WRFI website. Big world of Social Media questions. Amie suggests people volunteer with social media, get some experience.

 

• BOD component 
  • BOD expectations doc
  • Committee assignments
• DISCUSSION: How will we set board size and recruitment goals? At this meeting? In Gov Co? Before/after strategic planning?

 

Board component of onboarding. Description of committees—Governance, discussion of how the board operates; Development committee, discussion of fundraising and outreach; Finance committee to explore finance with treasurer (John); Personnel committee (Joe and Carlos), meets when needed. Board expectation is that everyone partakes in one committee. Question about a Marketing Committee, which is mostly part of development. Talaya, Amie, Theresa, and Megan would like to participate in the Development committee. Felix suggests some focus on the Finance committee to start to formalize the budgeting process, and having some support for the Finance committee.

 

Board Expectations document. New members have reviewed. Corinne working on checklist for new members. Will distribute. 

 

Joe suggests visiting local events (spring/summer) in new areas we now interact with. Find events. Aime supports the idea of having people in physical locations to connect with the public. Joseph reinforces that Board Members show up at these events as well. 

 

Set Board Recruitment Goals and size: Discussion at the short December meeting suggested 15-20 members. Bryan indicates that 15 is ok, feels that 20 members might be optimal for purposes of diversity, and would like to continue to recruit. Fred supports the idea of upwards of 20 members. Joe also suggests being larger than we are. Theresa suggests looking for people with particular skills to benefit committees. Also suggests a separate Marketing committee. Felix questions the idea that strategic planning will be easier with a larger group; the idea of diminishing returns comes up. 

Committee Reports

• • Dev Comm
  • Gov Co?

 

Development Committee: Corinne reports that the committee met, work on end of year donor calls. Calls went well, with a decent number of voicemails. We spoke to a good number of donors, got good feedback, overall a positive experience. We should be in more regular contact with our larger donors. We will build up those relationships. Joseph suggests maybe more than once a year. Bryan discusses reaching out, and use of donor data through strategic planning, and restructuring committees. Bryan also reinforces that we should have a 100% Board Member donation to the station. 

GovCo Committee: Fred reports that GovCo is looking at ByLaws, and using resources from national organizations, to see what non-profit Boards are doing nationally and how they organize their Bylaws. Indicates that boards are generally responsible for performance reviews. We have been in contact with Sally Kane, Fred contacted three stations with ByLaws, we got three stations to send us sample ByLaws to examine and work from. Will be working in the future on ByLaws, using these documents to start from.

Joseph indicates that anyone can be on a committee, and does not need to be a Board Member; if we find people who would like to work on these things, they can participate in Committees. Corinne suggests developing some sort of system to find people not on the board to join committees. Asks about ByLaws from a specific NY non profit radio station. Felix suggests WJFF, a station from the Catskills. Amie suggests ideas for recruiting non board-member participants in committees. Felix brings up the “Self Assessed Skills” document, which exists (created by Robin). 

• ED’s report
  • YE Numbers
  • 2023 Budget planning
  • New BOD member onboarding
  • Irish Hill status
    • Listener Report Map
  • Report (w CS) on meeting w Sally Kane re: Strategic Planning outlook
    • Budget
    • Workflow
    • Expectations for participation
  • Follow up from failed Recovery Fund ask
    • Goals of building relationships w County?
    • Talk to legislators?
    • The County does fund certain nonprofits (ie Ithaca Voice)

 

Felix added State of the Station Evaluation. Trying to create a 1 line assessment of states of work. Wonders if a new member of board would be interested in revamping the History/About station on the board, for updating. 

 

Donor base information. Donations took a strong step forward in 2022, mostly small donations from donors; indirect donations did well; underwriting maintains the same level. Not a lot of effort has been put into it, but a lot of room for growth. Park Grant is maintaining. Restricted Grants exist to generate programming, engaging Cornell, Carlos helped create a relationship with Cornell as well. Expansion Fund—we have another 60K promised to go into the Expansion Fund, including support of building and running the new facility (transmitter) and operations. Overall, a 2% increase in income for the year. Discussion of a Finance Committee and having a thoughtful budgeting committee. If we maintain current staffing, looking at a 95K personnel line this year. John suggests a prospective budgeting process, including a look down the line. We were willing to spend down some reserves to find more space, and it will be good for us to be clear about how this works in the long run. Would like to find someone with solid financial skills to help with budgeting. Theresa discusses recruiting someone. Budgeting has historically been an exercise in filling in grant proposals, and suggests that it would be very useful to have an actual, serious budget. Felix indicates that our bookkeeping support is working with station books to compare with what we had for 2022 and what we actually spent, and to use as a jumping off point for 2023. 

New Tower/transmitter on Irish Hill. Continues to have problems. Support claims this is a high priority situation, and we are waiting for a part for our antenna. Installer made many errors, possibly due to tower rigger, leading to failure of the antenna. Antenna company will send new people to work on the antenna. Still less than 50% power. We will likely sound a lot better when repairs are done. Felix shares a map of listener reports. We reach from South of Skaneateles to Towanda PA. Reports of people getting us in Corning. Potential for a large impact on the station.

Corinne on strategic planning. Sat down with Sally Kane of NFCB to talk about potential for how this would look. Defining goals to establish WRFI as the regional community radio over the coming years. Tentative schedule—Feb: Board Get to Know You workshop (1-3 hours); Mar: Community Radio strategic planning 101 (90 minutes); Apr: Strategic planning retreat w/Sally Kane (1 day retreat). Possibly using local facilitators to help with team building. May-Jul: Workgroup progress and finalizing strategic plan. Please complete a poll for April retreat day. Corinne will send out a poll. Looking for 2 volunteers to help with planning.

Sally Kane made space for us due to our membership in NFCB to be involved in the Circle of Engagement. One meeting in January, one in February, possibly two in March/April. Felix and Corinne will attend these meetings. 

Updates on recorder drive in google—updated minutes and we now have a system for combining agendas and minutes, which will be shared going forward. Missing February and August minutes from 2022. Will investigate.

Felix discusses Community Development Grant and outreach. Joseph indicates we had a very strong application, the end result was a very negative result, rationale being very unclear and mysterious. Felix will send around the grant application for edification. John discusses the political aspects of all of this sort of thing, and hidden agendas, that we don’t have access to, and wants us to focus on our public connection to the community. Wonders how many constituents of Council people can actually hear the station, and wonders how the station expansion will help. Felix mentions help from the station to elected officials, and giving them space on the air for debates, etc. Bryan supports the idea of how we are partnering with other community organizations, and how we can work with other groups, etc. 

Fred asks about recruiting underwriters. Felix suggests a brief informational page for making distributing information on underwriting easier. 

 

• Exec Session: Personnel matter

 

Adjourn: 8:01 pm