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MEETING NOTICE the Next Meeting of the Fresh Air Board Of MEETING NOTICE The next meeting of the Fresh Air Board of Directors will be Monday, February 15, 2010 at 7:00 p.m. PLEASE NOTE: The meeting will take place at a new location. The Humphrey Institute, Conference Room 186 is located at 301 19th Avenue South, Minneapolis, MN 55455. You can park in the Bailey Building parking lot and walk to the Humphrey Institute, located ½ block east of the parking lot. For directions and a map go to http://www1.umn.edu/twincities/maps/index.html. If you have questions about the meeting, or wish to add an agenda item, contact Jeremy Nichols, Board President, [email protected], prior to the meeting. Please plan to arrive at least 15 minutes early, as the call to order will be at 7:00 p.m. THIS MEETING IS OPEN TO THE PUBLIC AGENDA 02/15/10 1. Call to Order and Announcements 7:00 p.m. 2. Roll Call and Introductions 7:00 p.m. 3. Approve or amend this agenda 7:03 p.m. 4. Review and approve January meeting minutes 7:05 p.m. 5. Staff reports – Janis 7:10 p.m. 6. February financial statements – Walter/Janis 7:15 p.m. 7. 2009 Audit Update 7:20 p.m. 8. Presentation/discussion of 2009 board self-assessment 7:25 p.m. 9. Governance committee proposal for monitoring means 7:55 p.m. 10. Governance committee proposal/charter & workplan template 8:05 p.m. 11. Proposal to change “grievance chair” to “ombudsman” 8:15 p.m. & appoint board member to the position 12. ED proposed whistle-blower policy 8:20 p.m. 13. Set date for annual meeting 8:25 p.m. 14. Discussion of 2010 board goals 8:30 p.m. 15. Strategic planning process and schedule 8:55 p.m. 16. Adjourn 9:00 p.m. COMING IN March: Strategic planning process and/or another topic as identified by board members. KFAI Board of Director’s Meeting Minutes Monday, January 25, 2010 Present: Dan Bensman, Jeff Bragg, Alan Carlson, Walter Levesque, Chris Morton, Jeremy Nichols, Jim Ockuly, John Slade, Joel Zimmerman Absent: Jeanne Lakso, Robert Morgan Staff: Ahndi Fridell, Janis Lane-Ewart Guest: Anna Popkova Meeting called to order at 7:05 p.m. by Board President, Jeremy Nichols Agenda amended to add presentation by Ahndi Fridell on Community Shares. Chris Morton moved and Walter Levesque seconded motion to approve amended agenda and motion passed unanimously. December 2009 meeting minutes were reviewed; Morton moved and Slade seconded approval to accept minutes as presented and motion passed unanimously. Staff reports were presented by Janis Lane-Ewart. Question was raised about hiring for open position as Underwriting Director. Lane-Ewart indicated the position is still posted on the website and another effort to send job announcement out will be launched. Board member asked about process for recruiting participants for the KFAI Focus Groups. Staff responded outreach included on-air announcements, numerous list serves internally and externally, social media networks and letters to KFAI’s list of event co- sponsors. Staff was unable to answer how many respondents came from social media mechanism. Nichols noted the impressive response to the focus group process. Staff also noted the regularly scheduled first Tuesday of the month program committee meeting has been moved to the Wednesday, February 3, 2010 to allow volunteers to attend precinct caucuses on Tuesday, February 2, 2010. Ahndi Fridell made a presentation in support of Community Shares, the workplace giving campaign for which KFAI is a member organization. Materials were distributed and Fridell indicated she would follow-up with individual board members before the campaign deadline of March 31, 2010. During the financial report from staff and the treasurer, Morton noted staff success in a year in which raising revenue was difficult and management of expenses was done well. Walter Levesque noted need for board inclusion in raising revenue, including the notion if more money is raised, staff can cut less money in expenses, thus continuing services projected in the budget. Nichols stated organization has not relied on line of credit from Bremer Bank and a better picture of cash on hand at end of year. Nichols reported on an online calendar via a Google account for board and staff members. Nichols will administrate the account for the time being and everyone will be allowed access to make calendar entries. Orientation of new board members (three in total) will include informational materials to be found on the KFAI website, under the Board of Directors page. Staff will upload materials as soon as possible. Nichols and Morton covered important elements of policy governance model including history of actions leading to board’s adoption in 2009, resulting in change in committee structure. Board tasks are restricted to board operations and all other committee work relating to operations are managed by staff-lead committees. The board decides “means” (vision, mission, purpose) and “ends” (how to achieve ends) are determined/managed by staff. Governance efforts will need support from each other on maintaining the means rather the ends, with additional work on the monitoring mechanism including how and when; ascertainment of goals being met or carried out. Morton added detail about board taking responsibility for focusing on high level board goals. Board members need to think about kind of leadership you want to contribute to helping the station succeed. Board members were encouraged to read Section 4.1 – Delegation to Executive Director- as the one policy every board member should know and absorb. Nichols offered to meet with board members if they need/want more details answered about policy governance model. Levesque indicated the board’s responsibility for the financial health of the organization. An understanding of how to read and review financial statements is important for every board member. Levesque described most important factors to watch in statements include year-to-date and fund balance totals. Nominations and elections of officer’s results: Board President – Jeremy Nichols; motion made and passed unanimously First Vice President – Chris Morton; motion made and passed unanimously Second Vice President – Jeanne Lakso; motion made and passed unanimously Treasurer – Walter Levesque – motion made and passed unanimously Secretary – Jeffrey Bragg – motion made and passed unanimously The work of board committees was described and participation solicited. Executive Committee – Nichols, Morton, Lakso, Levesque, Bragg; will meet the second Monday of each month at KFAI. Finance Committee – Levesque, Nichols, Morton, Carlson; will meet second Monday of the month at KFAI Nominations Committee – Ockuly, Slade, Zimmermann, Lane-Ewart; meeting date to be determined. Governance (ad hoc) Committee – Carlson, Lakso, Lane-Ewart, Levesque, Nichols; will meet first Wednesday of the month at KFAI. Community Advisory Board Liaison – Dan Bensman. Levesque noted the need to identify topics of the board’s choosing for 30 minute discussions each month. He asked board members to submit potential topics to the executive committee prior to February 8, 2010. Meeting adjourned at 9:07 p.m. Minutes prepared by Lane-Ewart Fresh Air, Inc., 2010 Board of Directors Attendance Member Term End Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Bensman, Dan 2011 B X Bragg, Jeff 2010 V X Carlson, Alan 2010 B X Lakso, Jeanne 2011 V Levesque, Walter 2011 L X Morgan, Robert W. 2011 B Morton, Chris 2011 L X Nichols, Jeremy 2011 V X Ockuly, Jim 2010 B X Slade, John 2010 L X Thums, Ron 2010 V Resigned January 2010 Zimmerman, Joel 2011 B X vacant 2011 L vacant 2010 V vacant 2010 L vacant 2010 B alternates vacant 2010 B B = Board Appointed, L = Listener Member Elected, V = Volunteer Elected Executive, News, and Underwriting staff reports for January 20 – February 10, 2010. EXECUTIVE DIRECTOR UPDATES: 2010 Organizational Goals: Staff met to discuss and agree upon objectives for the two priority goals this year. They are as follows: Goal One: Increasing cash revenue, especially from private, corporate and earned income sources Objective: To increase cash revenue from individual, private, corporate, underwriting and earned income by 4% of budgeted amount by December 31, 2010, not including state and federal government revenues. The resulting amounts would be $1,061.769 budgeted increased by $42,470 Goal Two: Increasing listenership by developing, producing and marketing programming content focused on meeting identified listener’s needs in this marketplace. Objective 2.1: To increase the number of listener’s choosing KFAI as their first choice from 4.2% to 8% and second choice from 6.4% to 8%, as measured by Arbitron on December 31, 2010. Objective 2.2: To increase the overall number of KFAI listener’s by 20%, going from 24,767 listeners per week to 30,000 per week, as measured by Arbitron on December 31, 2010. Objective 2.3: To increase the number of listeners residing in the new coverage who become members by 75%; from 57 new listener members in 2009 to, 100 new listener members by December 31, 2010 (inclusive of the overall increase of 20% noted above). Fund Development: KFAI has received a $10,000 organizational development grant from the Metropolitan Regional Arts Council in support of marketing KFAI’s Legacy Amendment programming in the new coverage area, with a concentration on communities of color. This is great news as KFAI has submitted three previous applications to this funder and been declined. The project is expected to begin as soon as April 1, 2010. KFAI’s request to submit a full proposal in support of $45,000 for general operational support to the McKnight Foundation was not approved. In a follow-up conversation with the program director managing the Arts Program, I was informed of the significant change in the foundation’s focus on arts support.
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