KLTV Board Meeting Minutes

December 18, 2006

President Mark McCrady called the meeting to order at 5:35 p.m.

Board Members present include: Joe Daggy, Lenore Dickinson, vice president, Mike Kayser, Betty Wilson, secretary, George Ford, Brian Magnuson, treasurer, and Mark McCrady, president.

Absent were: Nancy Gill and Arlene Hubble.

Lenore Dickinson made the motion to accept the board meeting minutes of November 20, 2006. The motion was seconded by Mike Kayser. The Motion passed.

Brian Magnuson presented the treasurer’s report as submitted by Chace & Spurgeon, CPAs. Brian commented that this full-disclosure report would be made available every month. He then asked if anyone had recommendations on what they would like to see on these reports or if there was a different format that would be preferred. All agreed this detailed report was acceptable.

Brian asked for questions or if anyone would like any line item broken down further. Allan Rudberg, member, questioned the “professional services” line item of the financial statement and requested a break-down. Brian said he would gather then provide that information to Allan. 

It was pointed out that January’s financial report would contain a complete year-end perspective and that a break-down of each line item could be made available at that time. (See attached report.)

The chair of the Ad Hoc Bylaws Committee, Joe Daggy, submitted a draft of proposed changes. Joe said the thrust of the changes was to remove some duties and responsibilities from the treasurer and take some powers away from the president, giving more involvement to the membership.

Copies of the bylaw draft were distributed to members who have the opportunity to propose further changes. Discussion ensued about the bylaw-change process: Once the ad hoc committee submits proposed final changes, those changes must be sent to the membership 30 days prior to the annual meeting. It was suggested the annual meeting should be timed for April 2007 allowing the committee ample time to complete this major task.

President Mark McCrady expressed hope that the board would have time to review proposed changes during its retreat January 13.

Allan Rudberg questioned whether the articles of incorporation and the procedures were also going to be examined in the near future. Mark McCrady, president, Brian Magnuson, treasurer, and Mike Kayser, board member, each responded that the retreat is aimed at prioritizing needs and perhaps Allan’s question could be best considered at the next board meeting, two days following the retreat.

December 18, 2006, Minutes, Page 2

During the discussion of the upcoming retreat, Marylin Freerks, KLTV staff person, asked the meaning of the term “facilitator.” Mark explained that a facilitator is a person who keeps discussion focused on the specific topic being addressed, like a referee without the whistle and stripped shirt.

Executive Director Floyd Smith offered the facilities report, submitting an “opinion of value” for the KLTV studio building from commercial realtor Don Rodman of Longview. Rodman’s assessment placed the fair market value of the building and property at “approximately $1,000,000.” (See attached letter.)

Factors under consideration in valuing the building included: local government encouragement for development of the land near KLTV and recent land sales nearby. Rodman also was reported by Floyd to have said the one-million-dollar figure is probably conservative and is subject to potential escalation with positive market forces.

Floyd also addressed the contract under which Northwest Properties of Kelso manages the KLTV studio building, recommending to the board that he and Gary Hill, education director, take over management of the property. Smith further noted that notice of 45 days must be given to terminate the current contract with Northwest Properties.

Brian Magnuson made the motion to terminate property management contract with Northwest Properties. Joe Daggy seconded the motion. It passed. Effective date should be the first week of February.

Floyd Smith gave the executive director’s report, reiterating that Comcast Cable will be changing two of KLTV’s channel numbers effective December 21. Comcast has also agreed to a one-time grant of $2000 to KLTV. The station plans to use this grant to purchase updated letterhead, business cards and signage for the KLTV van. The grant should also cover costs for hats and t-shirts for volunteer crewmembers.

In addition to the grant Comcast has already installed technical equipment that will effectively replace a couple of our Minerva encoders/decoders, which KLTV can now utilize elsewhere. Comcast installed a time base corrector, a multi-plexer  and a synchronizer. Each piece of equipment will have a positive effect on air quality and has a value near $4500. So collectively—considering the grant and the equipment—KLTV received a substantial benefit from Comcast, it was reported.

Brian asked Floyd when KLTV could expect additional grant monies under Longview’s franchise agreement. Linda Manning, operations director, was called upon to comment and said she didn’t think the grant should be expected until 2008.

Under unfinished business, President Mark reported that he had sent Floyd to Skamokawa to investigate the Inn at Lucky Mud, proposed site for the board retreat January 13. Mark mentioned that the inn is a bit out of the way but has a significant advantage in protecting board members from interruption—cell phones cannot receive signals in that remote location.

December 18, 2006, Minutes, Page 3

Treasurer Magnuson was asked to take charge of transportation to the retreat. He noted that riding the “Happy Bus” could generate a sense of camaraderie beneficial to the process. Board members are to meet at the park ‘n’ ride lot at Coal Creek Road and Ocean Beach Highway at 7:45 a.m., January 13, 2007.

A draft membership-renewal-letter for 2007 was presented for board and member comment under new business. Betty Wilson made a motion to accept the letter and send it out so that KLTV could request membership dues for 2007. The motion was seconded by Lenore Dickinson. Suggested changes include waiting a week more before sending out so it would be received after Christmas to cushion the competition with holiday mail.

Discussion was initiated around the due date for annual KLTV dues. The bylaws state the renewal period is at the turn of the calendar year. A secondary view expressed: Renewal should be triggered by each member’s anniversary month.

It was brought to Floyd’s attention that the draft letter only addressed individual memberships not family and organizational memberships. To remedy this, separate letters will be written to speak to each membership grouping.

And finally, it was recommended that the letter contain a “thank you” to KLTV members renewing membership along with encouragement that they become more involved with the station.

The vote was called for, understanding requested modifications would be made. It passed.

Joe Daggy made a motion to postpone discussion on the membership cycle—first of calendar year or member sign-up date—until a dues collection process could be established, allowing proper notification to members. Brian seconded the motion. The motion passed. 

Floyd submitted the Kelso School contract for approval and explained that it contained the same elements as the contract for the previous year with the exception that the current contract will only be for the second school semester, starting January 30, 2007. Expected revenue is $4557. 

Brian made the motion to execute the contract with the Kelso School District. The second was made by Joe. The motion passed.

President McCrady asked that Mike Kayser be appointed parliamentarian to keep a check on points of order during board meetings. In Mike’s absence, Joe is to fill in as parliamentarian. Joe made the motion, which was seconded by Betty. The motion passed.

There were no speakers under good of the order the meeting was recessed to executive session at 6:21 pm.

The meeting was reconvened at 7:10 p.m. Holiday bonuses were approved for KLTV Staff. The board agreed to provide full-time staff persons each with a bonus of $400-net while part-time staff will receive $200-net.

Approved ____Jan 15, 2007     Signed _________________

                  Date                                      Board Secretary – Betty Wilson