KLTV
BOARD MEETING MINUTES
January 19, 2009

President Mark McCrady called the meeting to order at 5:33 pm. Secretary Arlen Hubble called the roll. 

Board Members Present: Post 2 - Mike Kayser was late, Post 3 – Brian Magnuson, Post 5 – Mark McCrady, Post 7- Don MacDonald, Post 8 - Hal Phillips, Post 9 – James Johnston.

Position 1 – George Ford, positions 4 - Joe Daggy were absent.

Members present: Ben Purvis, Ted and Zula Bryant, Leroy Gerdlud, Kelly Fitch, Perry and Cecile Calabrese attended. Staff included: Barry Verrill, Gary Hill, Linda Manning, Marilyn Freerks, Frank Huckstep, and Eric Anderson.

Mark asked if there were any changes or additions to the agenda. None were recommended.

Mark said he would entertain a motion to approve the minutes of December 15th, 2008. The motion to accept the minutes was made by Don McDonald and seconded by Jim Johnson. The minutes were accepted as presented.  

Treasurer’s Report
Mark turned the floor over to Brian Magnuson. He directed everyone to their copies of the financial statements of December 31st, 2008 and the Profit and Loss (budget vs. actual) Statement. Budget for 2008 was $518,000 instead of $581,000. Brian stated income was up $110,000, which includes the $101,000 PEG Capital Improvement Grant received from the City of Longview nearly a year early. That specific fund has not been spent and in actuality has collected approximately $450 in interest. We expected the PEG Capital Grant in 2009 so at Year’s End - we are up $100,000.

Mark asked Barry to clarify if it is a case of under spending. Barry responded, “We spent $18,000 on Capital Improvements that did not include the Building.”  The Profits and Loss Report reveals exactly what our overhead costs were. We were over budget on a couple line items and way under on several others. There were no questions regarding the Treasurer’s report.

Staff Report

Operations Manager Report

Linda stated the van is in Sterling’s shop to repair the Taillights. The projected cost of repairs is roughly $500 to install the turn signal switch. They cannot troubleshoot the overall electrical problem until the switch is in.

• Executive Director report

Barry Verrill stated we cancelled the December movie night at Kelso Theatre Pub on December 20th because of snowy conditions. We received about 8 inches that night. We may have it in the spring.

The PowerPoint presentation is prepared for the Longview City Council meeting set for February 12th, 2009. Mark added for Barry to remind him the day before. Barry offered that everyone can view it by contacting Joe or any staff member. We’d be glad to make a DVD for you.

Neil Johnson from the city of Longview performed a computer security check in December. He gave us a high passing grade for our system. There are a couple things we have to deal with.

Last meeting Brian asked Barry to get quotes on producing our own paychecks. Barry met with Bob Chace last week. Bob Chace is not thrilled to lose business but he is interested in continuing to do our Quarterly Audits and Taxes. Barry is waiting for Bob to produce a quote for us. We will do our own invoicing while Chace & Spurgeon may continue to do the payroll for us. Barry has a quote from an Olympia business for Payroll. He said he would continue the Bid & Quote process in hope of finding someone local. Brian and Barry will meet and decide relatively soon. Mark added the Olympia firm is payroll exclusively. Chace & Spurgeon charge us $15,000 per year while the firm in Olympia will charge roughly $100 per month, plus a start-up fee of $150. The difference is $3,500 less. Barry and Gary have discussed the invoicing procedure. Barry said we will write checks weekly. Most likely we would do so on Monday mornings, when it’s quiet.

Barry was able to report as of today we have 72 paid members who have joined or renewed for this year.

Barry said, we’ve completed installing the windowsills in lightweights. Mean while the only thing left to do in KLTV’s area is install the blinds, which are on order.

Frank is doing his first solo council meeting tomorrow night after being hired. Barry asked if there were any questions.

Barry and Jim talked earlier about emergencies and discussed the flood. Barry stated KLOG had to shutdown their antenna and requested to use channel 28. Barry thought it was an excellent idea. Joel from KLOG had contracted with the NBA & the Portland Trailblazers to broadcast the game that night. Barry discussed with Judy Jones & Neil Johnson from the city of Longview that in emergency situations we can broadcast live from the hall of justice.

Mark stated we hired Maureen McCarthy, a consultant, for an organizational improvement back in September of 2008. She interviewed staff and board members. We realized we couldn’t advance to the next level with the Bylaws the way they are written so Maureen and board members worked through them in October and November. The goal was to get to the next level and still remain majority control by the membership. The board would increase to 11 members, which would include the six elected members, a member appointed by each of the three largest contributors. These are Cowlitz County, City of Longview and the City of Kelso. Then the board members will appoint the last 2 people. Mark stated that 19 states have yanked government support for non-profits so we need to receive community support. We need to reach out mostly to the schools. An advantage to bringing the major contributors on to the board is that we almost always become champions of that organization. We are absolutely going to follow the existing bylaws in this process of forming alliances with people, who think like we do, and the existing bylaws call for a 30-day examination period before the vote and also call for a 2/3-majority vote, but the old bylaws remain. We are going to get together next month and have Maureen here to show people what she’s recommended and why.  On Thursday the 19th, we will call a Special Meeting from 5 to 7, the only thing on the agenda will be to vote on the proposed changes. We will take ballots for two hours and Barry and one Board Member and one member from the general membership list will sit together to count ballots.

The board of directors will consist of a president, vice president, secretary, and treasurer. The remaining elected members must have paid their individual or association dues before nomination to the position and must maintain their membership during the terms. The elected members of the board of director should immediately elect from the elected members. The six elected member directors should each serve a term of three years, the members at large directors should each serve a one-year term. The contributor members shall each serve a one-year term.

Positions one and two last elected in March 2008 should be elected again in 2011 and each third year there after. Position three also last elected in 2008 shall be elected in 2011. Positions four five and six are up for election in 2009. The position held by Mark McCrady will be retired in 2009.

Section 5.1 reiterates that the leadership positions will only be filled by those people who come from the elected portion of the board, and they can only be voted in by the elected portion of the board of directors.

Money from the county could be eliminated with a letter with 30 days notice. We want the county to realize that we’re an all right group. We want to secure our funding by improving our relationship into a 10-year contract.

We have the same bylaws as we adopted in 2007. Ninety percent (90%) of the document remains as it was two years ago. Maureen will explain further on February 16th. We’re still going to have our annual meeting in March or perhaps April. We have to vote at the special meeting. The bylaws do not allow voting by mail. The board never officially took a motion of when the vote is to be calculated. When Maureen comes to speak, we will figure out how we’re going to vote. We need to make sure that the people, who vote, sign into vote. We will cut the roster to vote off at the February meeting.

Barry said that the board has two main jobs: one is to supervise the executive director and the second is to keep the station operating on a financial standpoint.

We were very close to losing our funding. The county was ready to pull the funding because of the lack of transparency in the financial records, the lack of quality in the transmission of the commissioners. If we would not have been quick with actions we wouldn’t be at this meeting tonight. The only way to fix it was to bring in the financial transparency and work with them and be able to improve the quality.

If you want to franchise, you have to come up with a franchise agreement. The county has the right to be able to set those rules however they want. Six percent (6%) is the standard throughout the state.

Mark reiterated that by the deadline for becoming a voting member is 5:00 pm on February 16th of 2009.

Good of the Order 

The meeting was ADJOURNED AT 7:05 PM  

Minutes Approved   ____/____/____ by KLTV Board ________________________________
                                          Date                                                       Secretary’s Signature