KLTV Board Meeting Minutes
February 19, 2007

President Mark McCrady called the meeting to order at 5:30 pm.

Board Members present include: Joe Daggy, Arlene Hubble, Brian Magnuson, George Ford, Mike Kaiser, President Mark McCrady, and Secretary Betty Wilson.

Absent was Nancy Gill.

Arlene Hubble made the motion to accept the Board Meeting Minutes of January 15, 2006. Mike Kayser seconded the motion. The Motion passed.

The Treasurers Report was presented by Brian Magnuson (see attached report). He pointed out that figures in parenthesis are moneys not yet collected and will level out over the twelve month budget cycle. We are solvent and the budget is on track for 2007.

Joe Daggy asked for clarity on the franchise fees figures as represented. Brian explained that franchise fees are paid to us on a quarterly basis from Comcast and the governmental entities separately. The figures in question reveal roughly $85,000 due anytime now for the 4th quarter of 2006 from all entities combined.

The Engineering Equipment Report. Brian explained that as outlined from the Board Retreat, a Technology Committee was formed to explore equipment upgrades. The committee was chaired by Brian and consisted of Linda Manning, Kris Gurrad, Doug Fisher and Gary Hill.

The committee prioritized equipment needs for each P.E.G. channel. Then they researched prices to meet those needs. The collective list totaled $271,000. Which is under the $335,000 committed to the budget for this project. Brian pointed out that this figure does not include the unknown labor cost, but with that factored in should put us below the budgeted figure (see attached report).

Brian introduced Linda and Kris to address the priority criteria as well as to explain the functions and performance of the various pieces of equipment.

The number one priority was for a Digital Editing Server

Second was a Chyron Character Generator for use in the Air Play System. This device can add graphics to pre-recorded programs which may indicate that is was a live show previously so there is no need to call during it’s replay schedule. The Chyron CG could be used to report school closures, emergencies, or other pertinent messages during programming. There are a number of packages available to make it upgradeable in future years purchases..

Third on the list was Educational Editing Systems. There will be a transition to I-MAC computers to coincide with schools and industry standards.

Also on the list is Monitors in each staff office in order to keep an eye on programming on all 3 channels simultaneously.

Minutes of February 19, 2007 Meeting Page 2

Audio Leveling Controls for each channel be purchased. These increase volume on programs that were recorded too low to be properly heard, and reduce the volume on programs recorded too high.

A Facility Clock to which equipment with-in the building will be synchronized was also purchased.

A number of Independent Producers provided input for studio upgrades. Some of suggestions included studio monitors, studio microphones, editing equipment - software & hardware. Final Cuts Pro was the editing program selected and is the choice of video professionals throughout the industry.

President Mark made it clear there was a shift in equipment and money breakdown from the original concept of $285,000 for Education & Government and $50,000 for in studio equipment principally for independent producers (public access).

He asked for a motion to acknowledge the adjustment made to improve the public access portion of the project even though all could be accomplished within the allotted budget. He wanted the Board, and KLTV members and staff to feel comfortable with the decision so that the equipment could be ordered and delivered in short order.

Joe Daggy asked the exact purpose of the 2 terra byte server. Kris Gurrad said the most immediate use would be for edit system storage, but that it could also be used to retrieve and televise completed projects.

Government Producer Joe Creppell and Kris have been working on the KLTV web page. Soon Internet users will be able to download the stations bylaws, policies and procedures, along with finance reports and minutes from KLTV board meetings.

Member Allan Rudberg questioned the interface capability of the new Mac equipment with the existing PC- based equipment. Kris replied that both machines will communicate effectively over the network. There may be some expected slow responses as they translate.

Joe Daggy made the motion to adopt the new spending plan and was seconded by George Ford. The motion was passed.

Facilities Report Executive Director Floyd Smith reminded the assembled members that KLTV staff has taken over management of the building from Northwest Properties. That company relinquish its management contract of the building February 1st.

Continuing concerns with the building were reported, included water leaks plaguing Lite Weights, a building tennant. Recent foul weather blew rain up and under the inadequate flashing meant to protect the siding and the buildings façade.

Architect Gary Slyter had addressed potential unseen damage from the flawed flashing during a presentation to the Board last August. It was reported by Floyd that Mr Slyter recently revisted the problem and the solution, wherein Slyter insisted on seven-inch flashing to properly protect the building.

Minutes of February 19, 2007 Meeting Page 3

Floyd reported soliciting bids to remedy the rain intrusion, and Weather Guard, Longview roofing contractor, provided the best options for the best price. The $6000 expenditure is deemed well worth protection of KLTV’s most valuable asset.

Floyd further reported KLTV now has posted large signs promoting 5000 square feet of warehouse space available on the second floor of the studio building. A discussion of the rental fee elicited board consensus that a reduction to $1000 per month (from the current asking price of $1200) is better than having the space stand empty and generating no income.

Betty Wilson suggested if a long-term renter could be found KLTV management should be willing to smooth out the warehouse flooring with plywood or make other improvements as an inducement.

Brian added that if KLTV had a long-term tenant, the station would increase its ability to borrow against the lease for improvements to the building.

Floyd’s Executive Director’s Report focused on the second mailing of KLTV’s membership renewal letter, which went out January 19, 2007. The current response totaled 91 members. Although KLTV has signed up fewer than half of last year’s membership, the station is only three members away from meeting its budgeted member revenue of $2500 for the year.

Floyd reported that insurance agent Dave Taylor indicated that employee health care benefits through Kaiser Permanente will go up dramatically March 1st. Dave has requested a meeting to review recommended changes to ameliorate costs and maintain good health benefits for KLTV employees.

Floyd noted that PEG Grants expected for 2007 have been paid, so nothing more is due at this time. However, the franchise fees for the 4th quarter 2006 should be coming soon. The expected total is $85,000.

New telephones soon to be installed by technology chairman Brian Magnuson’s firm have created a ripple of excitement amongst the staff, Floyd reported. He also publicly thanked George Ford for the donation of a monster Minolta color laser printer.

Unfinished Business

The annual dinner meeting was scheduled for the KLTV studio at 5:30 p.m., Friday March 30.
The date allows enough time for KLTV to meet the 30-day-minimum notice requirement prior to the membership vote on bylaw changes during the annual meeting.

Mike Kayser made the motion to schedule the annual meeting for that date and to provide dinner catered by the Spaghetti Works. Arlene Hubble seconded the motion. The motion was passed.

President Mark called on board members to contribute written notes on the retreat from the draft supplied by Floyd with oversight from Betty. The aim is to agree on the retreat report so that it can be sent to the membership via e-mail and posted on our web site.

Minutes of February 19, 2007 Meeting Page 4

Floyd noted that the timeline determined at the retreat for breaking into four parts the KLTV policies and procedures was mid –April.

The recommendation to create a four –part P & P package was put forth by consultant Deborah Vinsel, executive director of TCTV, Olympia. It was also noted that personnel section of the policies and procedures should be coordinated with state standards.

President Mark asked Joe Daggy, chairman of the rewrite committee, to explain the proposed bylaw changes that have been in the works for several months. Joe did so, pointing out that copies were easily available.

A proposed transition from two year to three year terms were discussed. Nancy Gill had researched the change. This term of office increase was identified as fitting best in bylaws section 4.2 under board-member composition. It specifically spells out trigger dates for filling board positions 1 thru 9 over staggered, three-year blocks of time. Joe recommended that this be adopted.

Member Bruce Norris questioned voting rights under article 3 section B & C pertaining to family membership. Joe responded there was no proposed change to family memberships, indicating families will continue to get only one vote within the proposed bylaw rewrite.

.
Linda Manning, operations manager, suggested typo corrections.

Allan Rudberg, independent producer, asked if amendments could be submitted through March 30th , date of the annual meeting vote. Mark explained that under the well defined bylaws rewrite process, proposed changes were to have been submitted no later than this (February 19) meeting so those changes could be incorporated for a vote at the March 30 annual meeting.

Hal Phillips, member, inquired if the board president has the authority to fill board vacancies.

Joe explained this is an acceptable process to avoid an inordinate number of elections as people move in and out of their positions. Mark, the president, indicated he was uncomfortable with the president having that much authority. He cited as example his choice not to appoint a replacement for Lenore Dickinson, who left the board in late December 2006.

Allan suggested the bylaws be modified to allow a membership to be revoked by a two-thirds vote of the entire membership, not the current two-thirds vote of the board as is now the case.

Allan also proposed a change of language in reference to KLTV and the terminology of television broadcasting and of cablecasting. He suggests the use of the words “electronic media,” which could potentially include internet streaming. Joe was instructed to make those semantic adjustments on behalf of Allan.

Joe made the motion to adopt the bylaws as adjusted then send out to KLTV Membership for the upcoming vote.

The motion was seconded by Arlene Hubble. The motion was passed

Minutes of February 19, 2007 Meeting Page 5

Joe agreed to provide this approved the approved bylaw copy in electronic form to KLTV staff for immediate distribution to the membership.

New Business

President Mark McCrady named a nominating committee, volunteered himself, and naming George Ford and Brian Magnuson to assist him in seeking board candidates for the March 30 board election..

Floyd informed the membership that a new Logo design is forth coming. Arlene of Reprographics, which designed the logo stipulated the new designs will be made available on Wednesday.

Floyd noted that KLTV’s web page project is still under construction but includes munch online information that people have been demanding. Mark reminded everybody that there is a month’s long lag for publicizing minutes of KLTV’s monthly meetings because of the necessity for the board to approve the minutes before they can be posted.

Member Bruce Norris suggests that the board members have an email link on the web site to allow members to communicate with them directly. He clarified that it would be a network link, not their personal email address. Brian thought he could make such a thing happen.

Good of the Order

Ken Spring asked to be considered for a KLTV Board position.

Marilyn Freerks, KLTV Staff , observed the exciting times involved with learning a new automated system. She also announced that programming is starting to occur around the 24 hour clock.

The meeting was adjourned at 7:23 pm.

Approved _April 16, 2007_ Signed _______________________________________
Date Board Secretary – Betty Wilson