May 10, 2012
Present: Barry Barak, Michael Piontkowski, Boyd Franklin, Cliff Sprinkle Tedi Gillespie, Mickey Krakowski, Patty Roberts Not present: Claudia McClintock Minutes by: Jason Smith
1. Following staff reports by the Interim ED, the meeting was called to order at 6:05 PM.
2. Appointment of Temporary Chair and Secretary
Barry Barak was appointed as Temporary Chair of the Board.
Jason Smith was appointed as Temporary Board Secretary.
3. Introductions and welcomes
Barry welcomed Mickey and Boyd to their first meeting of the Board of Directors. Barry also introduced a guest and potential board member Patty Rodgers.
4. Election of three board officers
A question was posed asking if we could vote for board seats without all board members present. Discussion ensued and it was determined that we had a quorum present and that election of officers could be undertaken.
First was to elect the new board Secretary, Michael Piontkowski nominated Jason Smith, Boyd Franklin seconded, all present members voted aye.
Second was to elect the new board President, Jason Smith nominated Barry Barak, Michael Piontkowski seconded, all present members voted aye.
Third was the election of Vice President, Michael Piontkowski nominated Cliff Sprinkle, Boyd seconded, all present members voted aye.
5. Minutes for the April 12, 2012 regular BOD meeting and April 26, 2012 Annual Member Meeting meeting were approved.
The minutes of the April 26, 2012 meeting were approved pending correction of typos which would be placed in the public file when amended.
6. Policy Governance- Basic Tenets & Current Global Ends
Barry handed out the GVPRC Global Ends Policies to new board members along with a summary of what Policy Governance is and how we operate under it.
- We are a Policy Governance-style board, so we do not generally set "operational" tasks for the ED. We set overarching goals -- called Global Ends -- that the ED then sets about to accomplish in whatever way he or she sees fit -- as long as it's legal!
- Another basic tenet of Policy Governance boards is "speaking with one voice". That is, the Board can passionately discuss and debate policy, but once a tack has been taken, the individual members are expected to support the final End or Action, even if they had earlier opposed it.
- And a third basic tenet is that the Board interacts exclusively with the ED, there is no dotted line to Staff members from Board members.
- And it is an underlying necessity of good Board leadership to always make decisions with the best interest of the station at heart.
7. Board Activities
a) Annual Retreat – Michael Piontkowski and Mickey Krakowski will head up an ad hoc committee to plan the annual board retreat. June 2, 2012 was mentioned as a possible date.
b) Board Bios for Website – Michael Piontkowski asked that the new members provide him with a short biography to be placed on the station website.
8. ED & “Pre-Incurred Liabilities”
A motion was introduced:
After much discussion of the original text the following was motioned:
“In the 2012 operating budget the Executive Director (ED) shall not be expected to include repayment of two specific debts incurred by actions of the Board of Directors (Board) prior to her appointment as permanent ED on May 1, 2012. Specifically, those items are: 1) the $69,000 balance on the Alpine Letter of Credit, and 2) any monthly accrual to pay toward the Arguello Balloon Note. These are the same exceptions noted by the ED in the narrative that accompanied her submission of the 2012 operating budget. These are temporary exceptions meant to accommodate indebtedness or obligations incurred by Actions of the Board and outside the control of the ED. Within sixty days of this motion the Board and the ED together will begin discussions with Alpine Bank and the Arguellos to address repayment of the Line of Credit and the Arguello Balloon Note respectively. These two items can be built into the 2013 operating budget when that document is developed by the ED and approved by the Board later in 2012.”
The motion was approved without dissent.
9. Budget to Actual Report Review
Tedi introduced a Budget to Actual.
10. Committee Updates
Due to extended discussion of the Budget to Actual and covering several of the committee topics in previous discussion, committee updates were skipped until the following meeting. However, Boyd Franklin was formally added to the IT subcommittee and the ED Monitoring committee was discussed as we have lost one member in Bruce Bonar. It was determined that the process could continue to work effectively with the three remaining members.
11. Other Business
No other business was introduced.
12. Meeting was adjourned at 8:38 pm.