Tillicum Foundation
Annual Membership Meeting
Saturday, November 11, 2006
Grace Episcopal Church Fellowship Hall
OFFICIAL APPROVED MINUTES
Attendance: Directors Ambrose, Cullimore McLaughlin, Merritt, Newman, Price, Westerberg. Staff
members: Hammock, Hartland, Layton, Menetrey-Grant, Patenaude, Wilson. Membership:
Approximately 45 in addition to Directors and Staff
Meeting opened at 10:00am
1. Opening and welcome remarks.
2. Attendance:
Board members introduced themselves.
McLaughlin: Pleased to be representing the membership, particularly those in the south
Clatsop/north Tillamook area and looks forward to further development of KTCB programming.
Cullimore: Representative from Pacific County. Appointed the first year and elected two years
ago. Serving has been an incredible experience and very gratifying. One of her distinct pleasures
was to bring David Hammock to the station, bringing a man of such skills and knowledge that has
been put to the test.
Newman: Has been the board for six or seven years; has been a programmer 23-1/2 years;
and is not running for anything.
Ambrose: Has been on the board for three years and started at the station in the late ‘80s.
He has been serving as Treasurer for the past two years.
Merritt: Is President of the Board. He completely resists going on the air. He’s the one who
usually interrupts the program by vacuuming or fixing the computer.
Price: Has been with the station for ten years serving in just about every capacity possible.
Was elected to the Board last year and serves as Secretary.
Staff members introduced themselves:
Hammock: Has been GM since March ’04. Acknowledged Tom Hartland as utility infielder on call
and Brandi Hatch, our work-study student.
Menetrey-Grant: Has been Program Director for 11-1/2 years.
Rideout: Has been News Director for about three years.
Layton: Is the Development Department and is starting her third year. Thanks all the
programmers for pitching in to promote fundraising events.
Wilson: Engineering
Patenaude: Operations dude.
Diamond: Her official last day at the Front Desk was November 3.
3. Board reports
a. Web and Secretary report (Cindy Price). As part of a multi-pronged effort to increase
openness and transparency about, Price has started bringing a laptop computer to the Board
meetings so that the Minutes can be greatly expanded. The point is to provide better
documentation of meetings and also to give members who weren’t in attendance and feel for the
way in which decisions are reached. Minutes and other Foundation documents such as Bylaws
will be put on the website at www.coastradio.org/news.
Mac users can now get the live stream, via a link provided by Marc Rubin. The link (Info for Mac
users) is in the right-hand corner of each web page.
Price thanked Bob Goldberg for his help writing a script that allows for easily updating the
home page a week or a month at a time.
The next step is to archive audio for on-demand listening to those programs which we are
legally able to store on the web. We’ll need to buy some space from our audio provider and also
train programmers to record and upload their programs. We could begin this at any time but are
putting it off until sometime in 2007 because of budgetary constraints.
b. Guidelines report (Albert Smith). The Guidelines Committee is Richard Beck, Lynn Farrar, Ben
Hunt, Ruth Jensen, Patrick Kelley, Albert Smith and David Paul; Liz Howard is an honorary
member. The Bylaws state that:
‘The Guidelines Committee is an advisory standing committee, appointed by the Board, whose
purpose is to ensure programming compliance with the Foundation’s mission statement, policies
and FCC rules. The Committee is directly responsible to the Board. The number of individuals
appointed to the committee shall be determined by the Board and its members shall serve for a
term of one (1) year and may be re-appointed.
The Guidelines Committee shall assist Board and staff in all matters related to programming and
programmers, including evaluation of current programming and the development of future
programming. The Guidelines Committee shall be the first hearing authority for programmer
grievances.”
Smith has been involved with KMUN for 20-something years and sees Coast Community Radio
providing a forum for local discussion in a global forum. He use Amy Goodman’s words to say that
it should also be an honest and open forum.
c. Treasurer’s Report (Dave Ambrose). The Tillicum Foundation’s fiscal year (FY) runs from
October 1 to September 30, following the federal fiscal year. The last FY ended with a net gain of
about $6,400, partly due to a fairly large one-shot grant for the Community Journalism Initiative
that we received during Lisa Smith’s tenure as GM. For the coming year we’re facing a deficit of
about $20,000, as far as we can determine. That doesn’t mean that we’ll be bankrupt – we have
some cash reserves that will probably take us through the year.
The News Department has been launched and we want to keep it running, but we need to
find money to continue it. We’ll be looking for grants and other alternative sources.
Fiscal stewardship is the biggest part of our plan for the next year or two. We like to crow
that we have an annual membership that meets and beats most public radio stations of our size,
but we also need bigger donors to keep us going.
We’re losing our traditional auditor, Mark Redwine, because of the increasing, and
increasingly costly, oversight required to do non-profit audits. The audit costs the Foundation
about $6,500 a year and we have to do it, otherwise the CPB won’t fund us. We’re canvassing
local auditors to find a substitute.
This has been a typical year in a lot of ways. Non-profit organizations always run pretty close
to a shoestring and we’re no exception. We have a dream of building up a small reserve every
year -- a dream we’ve had since Doug Sweet was manager.
In the past year we expanded our listener area and transmitter facilities, adding costs in the
form of a loan that we’re paying off now. We’ve gone through a tremendous period of growing
our capacity and now we’re paying for it.
Our hope is that we’ll grow a lot more people into our membership. It’s a bright future.
d. Bylaws Report (Carol Newman). McLaughlin, Cullimore and Newman were asked by the
Board to look at revising the Bylaws. The Bylaws currently in force refers to using the “Current”
program guide, which no longer exists in its original form as a monthly, as the means of providing
information about elections to the membership within a certain period of time. Now that the
Current has gone quarterly, linking the annual meeting and the elections to the Current made
things nearly impossible for Board and Staff to get information legally to the membership.
The Bylaws Committee spent over a month talking to each other practically every day,
researching other community stations and nonprofits to find out what people do. What they
found out is that everybody does something a little differently.
As they were working they discovered other things in the Bylaws, some of which they didn’t
even understand. They aren’t particularly easy to read and some things -- for example, voting --
are spread throughout the document rather than being addressed in one section.
Some substantive changes that the Bylaws Committee favored were voted down by a
majority of the board – eg., increasing the number of members from 7 to 9, with 3 members
appointed by the Board; enforcing term limits, and changing the terms from two years to three.
So, the draft presented to the Membership today, which was approved by the Board at its
October regular meeting, moves some of the wording around to make the document more easily
read and followed.
The substantive changes include:
Elections would be detached from distribution of the Current, using it when possible and
otherwise using the Internet and on-air announcements to inform the membership of what’s
going on.
Nominations to the Board would closed in advance of the Annual Meeting rather than allowing
nominations to be made from the floor at the Annual Meeting. This is because this year, for
example, 60 or 70 ballots were mailed in. The people who mail in their ballots were given the
choice of four people to vote on, plus any write-ins they might have added. If someone were to
be nominated from the floor today, those people who voted by mail wouldn’t be given the choice
of voting for that new nominee.
The terms of office would be clarified so that new Directors take office at the next regularly
called board meeting after the elections, generally in December.
Article II, Section 1.5 addresses attendance at meetings, to ensure that a Director is willing
and able to come to Board meetings and, if she or he misses more than three, the Board can
take action.
The Board, by a two-thirds vote, would be allowed to remove a Board member with or without
cause so that if something egregious happens the Board can act immediately. There’s no change
in the procedure for the membership to remove a Director. Coast Community Radio is possibly
the most democratic system the Committee found. Newman has been talking to KBOO members
and reading about their procedures, and has discovered that even their very grass-roots
background provides the membership with no way of speaking as the Tillicum Foundation
provides at its Annual Meeting, all its Board meetings, and elsewhere.
Newman, who is also a KBOO member, has talked with other KBOO members and follows their
procedures. Even with KBOO's very grass-roots background, Newman says that KBOO members
do not have as much control over the Board as do members of the Tillicum Foundation. She said
she is very proud of the Committee’s work. “Whatever you decide, if you have strong feelings, I
urge you to step up to the plate and help us. Don’t just knock us down,” she said.
Discussion of the Bylaws
Ray Merritt: The bylaws are serious and we don’t change them every year. Someone asked why
we didn’t submit a dissent. That’s because there was no dissent. The Board, by majority vote,
eliminate those things that we couldn’t agree on before submitting the revised Bylaws to the
membership.
Marc Rubin: We can’t vote on individual issues within the Bylaws that we might all agree upon,
eg, taking disconnecting the Current from the elections. It’s up or down on all the changes and
Rubin has a particular problem with allowing the Board to remove a member that’s been elected
by the membership. The Board cannot be allowed to take what the members have done and
undo it.
Jane Hill: Hill has been a classical music programmer affiliated for many years with the station,
and said that doesn’t give her voice any more weight than the newest members. That’s one of
the joys of this station: We are all equal members.
Hill said we’ve talked about transparency and clarity and a democratic process, and that’s
what we need to hang onto.
She made a general statement about the Board as a whole, saying that she was approached
earlier about running for the Board and chose to attend two or three meetings. She was pleased
with the way she was treated and was given the opportunity to ask questions. But it’s clear to
her that not many of in the room are taking the time to be present; as a result, these people
who we elect are often having to work in kind of a vacuum. After the fact, many of us get critical.
We don’t like power being vested in just a few people, no matter how hard they’re working.
So, to the Board members, Hill said: “KMUN and the family of radio stations are basically a
community radio station. We reflect the local needs for radio. Please do not, as you struggle with
trying to find ways to relate, sacrifice our local voice We need room on the airwaves for new
people who have taken classes and are looking for programs to produce. We need also to
recognize that we are a unique organization. We need to hear the variety of voices and the only
way we can do that is to move out of a state of apathy and into being part of what’s going on. I
give all my thanks and acknowledgment to the Board members who have been doing that. I
want transparency. I want us to be community radio. I don’t want us to be baby public radio. I
encourage all of you to become active members and voices.”
Teresa de Lorenzo: de Lorenzo said she is willing to step up and do more. She proposed that a
group attend Board meetings and report on them to the membership. She’s willing to resurrect
the Undercurrent.
de Lorenzo reminded programmers that they’re required to do a certain amount of off-air
volunteer work and suggested volunteers track how many hours they put in. She offered to
design the sheet and noted that in-kind services are useful in leveraging money for grants.
de Lorenzo said it would be helpful if there were Board member job descriptions and
suggested that the membership start now with an idea toward what it wants the Board to look
like. Determine what skills are needed and start recruiting those people.
de Lorenzo would like to see a stronger committee structure. We have a great committee
with Guidelines; how about one with Development.
A number of people have suggested that de Lorenzo run for the Board. One of the reasons
she would not consider it at this time is because we have no Board and Officers’ insurance. That’
s a minimum thing that any responsible nonprofit would invest in. Without that firewall, each
Board member has put their personal assets at risk. Insurance protects the Board and the
station and is a critical investment.
Ray Merritt: Agreed with everything said by Hill and deLorenzo, and wished we had B&O
insurance. Unfortunately it’s about $7,000 a year and our budgets are so tight that the money
could only come out of a staff cut.
4. Introduction of Candidates to the Board of Directors
Margarita Cullimore. Cullimore couldn’t agree more with the speakers and their suggestions and
said it is absoutely imperative that so many of those things be considered. She said it’s
important to have a strong board but we can’t have a strong board without a strong
membership. “ogether we have an incredible wealth of knowledge; you can share that
knowledge with the Board and guide them to act responsibily to carry out the Foundation’s
work.”
Cullimore thanked the Staff for their incredibly hard work and dedication, and the volunteers
for their undying spirit. She particularly thanked Carol Newman and Chuck McLaughlin for their
incredible integrity and for always putting the Foundation’s interests before their own. They are
independent thinkers, she said. She also thanked Dave Hammock whose incredibly vast
knowledge and experience has been put to the test and helped the station grow to where we
are. She thanked the Membership for the opportunity to be with the station at a moment of
growth.
Cullimore said that the revised Bylaws are by no means a reflection of what the Bylaws
Committee originally envisioned, which had more of what Jane Hill and Theresa de Lorenzo
recommended. Cullimore said we need to bring to the Board a range of skills that can balance
the Board, without going outside our membership. We are in a time when it is critical, when
bringing monies to the station is critical – the donors are not as giving as they were – that we
find the skills to bring that money to the Foundation.
Cullimore asked for the vote of the Membership.
Liz Diamond. Diamond said she stumbled onto the station about three years. She volunteered at
the Fall pledge drive in ’03 and by February ’04 was offered the front desk position. She has
decided to stay home and be a full-time Mom but wants to remain active at the station. She said
she is young and don’t have much life experience; that she’s been married for four years and has
an 8-month-old daughter. Diamond feels that her knowledge, energy, enthusiasm and love for
the station will be a huge asset.
Chuck McLaughlin. One of the prime motivations McLaughlin had when he was asked to run for
the Board is that he lives in Tillamook County and there was a move afoot to develop KTCB
content. There are a number of people who are vitally interested in extending KMUN’s signal into
that area. McLaughlin was amazed at how much energy those “young folks” had for KTCB. That
excited him. He thought KTCB would be wonderful not only because of the prospect of local
programming but because it would increase the Tillicum Foundation’s membership and revenue
base. The people in north Tillamook county responded to the call for bringing in the money so
that we could build the transmitter at Cape Meares and are primarily responsible for it being built.
There’s still fire in the furnace, McLaughlin said. They’d still like to see more happen and are
appreciative of what has happened. He’s in contact with a lot of people in the north Tillamook
area and they’re all very supportive of the mission of KTCB.
In a sense, McLaughlin said, he is a liaison for the people in Tillamook County. He hoped the
Membership would return him to the Board so he can continue his work down there and
galvanize the people. He take a lot of responsibility for being the voice of those people. They
want to see something more happen for KTCB.
Ray Merritt. Merritt said he believes in having the Membership as both listeners and
programmers. If Coast Community Radio ever decided to turn on a switch and not have local
people involved, he wouldn’t be around. If he can help the station with whatever skills he has,
he’d take your vote.
5. Call for nominations. None.
6. Close of nominations. Voting and collection of remaining ballots. [Ballots are counted by Carol
Newman, Tom Hartland and Brandy Hatch while the meeting continues.)
7. General Manager’s Report. (Dave Hammock)
Hammock said he was hired toward the end of a five-year strategic plan put in place by the
Board of Directors. There had been a lot of turnover in the GM job so he got the opportunity to
bring to fruition a number of projects that had been in planning for a while. In the first year he
could announce that we had put KTCB on the air. Last year he could announce that we had
completed the transition to digital automation. This year we’ve added webcasting and KCPB. He
said he was happy to take a lot of the blame or credit, but being on the web is due to the
galvanizing efforts of Cindy Price.
KMUN is just fine, Hammock said. He didn’t come here because we were desperate and
needed someone to fix it. KMUN is a community institution that has built a loyal following of
members, supporters and programmers. There’s constant fine-tuning and tweaking but no one
thinks it’s a good idea to change what KMUN does.
Next year at this time Hammock doesn’t think we’ll have added any new station. The one
thing that will have occurred is a complex, behind-the-scenes conversion to Content Depot. The
whole time Hammock has been here we’ve been three months from Content Depot. It finally
rolled out in November of this year. Over the next three to six months a lot of work will be going
on that won’t affect the listener except when it doesn’t work. The old system will be turned off at
the end of January, so we will be converted or we will hear “zzzzzzzzzzz.”
Hammock said he’s been blessed with a great staff and team and that staff are heroes. Joe
Patenaude has been bearing the brunt of the digital transition and scheduling. He gets the
Unsung Hero of the Year award.
Something exciting has finally happened in Tillamook County. The long-range plan includes
details to get Chuck McLaughling some help. There are some program delivery issues that we
need to figure out before we invest in a plant in that county; in the meanwhile we want people
working with us to help us figure out how to deal with it.
Hammock said we have to deal with the fact that we’re losing our market exclusivity. We’re
the public broadcaster for Astoria and Warrenton, although you may get KPLU or OPB depending
on where you are. OPB owns a permit to build a repeater in Astoria. That’s a violation of a truce
that was reached by public broadcasters in Oregon about a decade ago. But now they have a
license, they can build a translator, and there’s nothing we can do to stop it. Hammock has been
trying to negotiate a plan with OPB that would dissuade them from putting an OPB repeater that
operates 24/7 in our market. We have to acknowledge that there are some people in our market
who would like nothing better.
The business plan for KCPB is that we will capture the listeners who would normally support
OPB and keep those dollars in the community. OPB putting a translator in the middle of our town
impacts that business plan. But KTCB has other program options. For instance, OPB carries hardly
any classics. KTCB could go all classical. It’s not the end of the world, but we’re continuing with
negotiations to find a cooperative model that would include OPB not putting a 24/7 repeator in
our community.
Discussion
Question: How come they can do it now? I thought there were restrictions.
Hammock: The boundary restrictions only have to do with no one being able to put another
station on their frequency, not with geographic area. The problem began when Charter Cable
took OPB off their cable channel. That’s when people started calling and asking for OPB, and
when OPB started thinking again about its Astoria options.
Roger Rocka: I don’t think OPB’s plans will have a tremendous impact now that we have KCPB.
Hammock: I agree to a certain extent. The point that we have held out for is that the translator
license they own would be employed to extend the reach of KCPB, eg, to the south side of
Astoria. What they’d get is some portion of the broadcast day on KCPB to repeat OPB
programming. We’re at an impasse now, but this is just what has been discussed. We don’t have
anchored news before 8am, so we were discussing that from 5-8am would be OPB with the local
news from Portland; and the same in the evening with ATC. If the option is they go ahead and
put their own translator in, there’s no reason to work collaboratively.
Question: What are the plans to increase KCPB’s power?
Hammock: There’s a 95-plus percent chance that we can get the waiver from the FCC to increase
our power when we get our license.
Ambrose: We’ve been talking about OPB getting on the Tillicum Foundation’s airwaves for a long
time. Are we going in cahoots with them or are we facing reality with the 1,000-pound gorilla
coming into our market? We’d like a lot of feedback because we’re deliberating almost every
meeting on this.
Hammock: None of us see OPB as a threat to KMUN. KMUN does what KMUN does. OPB and
KBOO coexist quite comfortably in Portland. The financial model underneath the second service --
KTCB -- is where my concern comes in.
There’s another angle. Arlene and I have visions of sugar plums that has access to OPB’s
mailing list for use by KCPB.
Susie McLerie: I understand it was difficult to get support for KCPB.
Hammock: It hasn’t been exactly what we wanted, but we haven’t done any marketing for it.
Layton: I’m planning on a direct mail campaign by zip code that will target people. People don’t
know about the station.
McLerie: So maybe it would help KCPB is OPB came in.
Hammock: The 1,000-pound gorilla is coming. They’ll be here no matter what we do or don’t do.
Jane Hill: I urge you to consider an expansion of the strategic planning process beyond two
years, one that involves a wide variety of situations. With the complexity of the environment we’
re working in and the variety of points of view, we’d do better if we had a broader visioning
process.
Novoselic: Is there any sense of when this will be resolved? And what are the perils of a
continuing debate?
Hammock: We came to an impasse last spring. The new head guy, Steve Bass, is probably more
interested than any of his minions. A truck could arrive tomorrow. They have the license, the
financial resources and the engineering staff. Their latest counter-offer is to buy KCPB.
Question: Can we get a million dollars for it?
Cullimore: Nothing will stop them except if we continue to provide the highest quality
programming from KMUN, specifically via local news. That might discourage their urge to come in.
We can do what we do best: programming.
Jim Hill: Is there any alternative?
Hammock: Pierre Trudeau said, “Being next door to the US is like sleeping with an elephant. It’s
all well and good until the elephant rolls over.” Cable pulled OPB off in Astoria and OPB’s inbox
filled up. Our goal is to make sure we preserve our options.
Jeremy Sisto: Wouldn’t their coming in free us up to do more local programming if they’re
providing expensive NPR services?
Hammock: There is a requirement for at least the next five years that KCPB be programmed with
an eye to the bottom line, to pay off the construction loan. I wouldn’t suggest switching KCPB to
be a training ground for KMUN, but perhaps to switch to all classical until the loan is paid off.
Once past that, we’ll have more flexibility in terms of what we can do.
Jim Hill: So if OPB comes in, we could have more local programming on KMUN because we could
dump some of our national programming?
Sisto: In theory we wouldn’t need some of their programs.
Ambrose: But let’s talk about coverage.
Hammock: I love each and every one of our music programmers. Having said that, our local
content is a lot more than playing pretty music. We have Donna Quinn, Ann Goldeen, Carol
Newman, Jim Dott, Teresa deLorenzo, Kerry Buckley, Christopher Paddon, Jim Wilkins and others
providing content-rich, volunteer-produced, local programming.
Starting November 20, the Ship Report will be volunteer produced by Joanne Rideout.
8. Staff Reports
Joanne Rideout (News): I didn’t want to get up here because I’m afraid I’m going to cry. I love
KMUN with all my heart but I am burning up. I’m getting up too early in the day. I’m still covering
the same bases three people were covering two years ago. It’s been rewarding but exhausting.
I’ve taken a news position at the Columbia River Business Journal and will do the Ship Report,
which is the thing I love the most, as a volunteer.
Arlene Layton (Development): As Joanne implied, you work for the Tillicum Foundation for the
love, not the huge salary. It’s a joyful place to work.
Tom Hartland, in his free time, has put together a program that takes about half the time we
ordinarily would take with underwriting.
My plan this upcoming year is to have three concerts – folk, jazz, undecided. They don’t take a
huge amount of time and do what we do best, which is give off sound. We can bring in an
audience that might not be members. There are people who might not want to buy KMUN who
will buy KCPB. The best thing you can do is tell a friend about your favorite programs.
Terry Wilson (Engineering): Thanks to Hammock, Merritt, Meetze, Bear. It’s a joy to come to work
for KMUN, everybody is so happy.
9. Volunteer awards.
Elizabeth Menetrey-Grant (Programming): Without our programmers and volunteers we are
nothing. If I don’t say it enough, you are so appreciated. What I love about KCPB is that we can
have programs that people have asked for for years, like Democracy Now! We can give more
listeners what they want, when they want it.
The two Volunteers of the Year aren’t here. Rookie of the Year, for best new volunteer, is
Herb Mintz, who does a lot of behind-the-desk work. And there was no question that Volunteer
of the Year is Wanda “the Wonderful” Wonsowiecz. A wonderful Bedtime Story reader, wonderful
on Sonidos Latinos, wonderful everywhere.
10. Election results.
Newman reported that 99 ballots came in. The three new board members are the three
incumbents: Cullimore, McLaughlin, Merritt. Thanks to Liz Diamond for stepping up to the plate.
Write-ins: Gordon Styler, Michael McCusker and Albert Smith. By-law revisions were approved by
almost 3-1 margin.
11. Good of the Order.
Joey Patenaude: Thanks to the kitchen staff.
11:55am Adjournment
Respectfully submitted,
Cindy Price
Secretary
November 13, 2006
Approved by the Tillicum Foundation Board of Directors
January 18, 2007
with one nay: Margarita Cullimore, for unspecified “numerous errors”
Annual Membership Meeting
Saturday, November 11, 2006
Grace Episcopal Church Fellowship Hall
OFFICIAL APPROVED MINUTES
Attendance: Directors Ambrose, Cullimore McLaughlin, Merritt, Newman, Price, Westerberg. Staff
members: Hammock, Hartland, Layton, Menetrey-Grant, Patenaude, Wilson. Membership:
Approximately 45 in addition to Directors and Staff
Meeting opened at 10:00am
1. Opening and welcome remarks.
2. Attendance:
Board members introduced themselves.
McLaughlin: Pleased to be representing the membership, particularly those in the south
Clatsop/north Tillamook area and looks forward to further development of KTCB programming.
Cullimore: Representative from Pacific County. Appointed the first year and elected two years
ago. Serving has been an incredible experience and very gratifying. One of her distinct pleasures
was to bring David Hammock to the station, bringing a man of such skills and knowledge that has
been put to the test.
Newman: Has been the board for six or seven years; has been a programmer 23-1/2 years;
and is not running for anything.
Ambrose: Has been on the board for three years and started at the station in the late ‘80s.
He has been serving as Treasurer for the past two years.
Merritt: Is President of the Board. He completely resists going on the air. He’s the one who
usually interrupts the program by vacuuming or fixing the computer.
Price: Has been with the station for ten years serving in just about every capacity possible.
Was elected to the Board last year and serves as Secretary.
Staff members introduced themselves:
Hammock: Has been GM since March ’04. Acknowledged Tom Hartland as utility infielder on call
and Brandi Hatch, our work-study student.
Menetrey-Grant: Has been Program Director for 11-1/2 years.
Rideout: Has been News Director for about three years.
Layton: Is the Development Department and is starting her third year. Thanks all the
programmers for pitching in to promote fundraising events.
Wilson: Engineering
Patenaude: Operations dude.
Diamond: Her official last day at the Front Desk was November 3.
3. Board reports
a. Web and Secretary report (Cindy Price). As part of a multi-pronged effort to increase
openness and transparency about, Price has started bringing a laptop computer to the Board
meetings so that the Minutes can be greatly expanded. The point is to provide better
documentation of meetings and also to give members who weren’t in attendance and feel for the
way in which decisions are reached. Minutes and other Foundation documents such as Bylaws
will be put on the website at www.coastradio.org/news.
Mac users can now get the live stream, via a link provided by Marc Rubin. The link (Info for Mac
users) is in the right-hand corner of each web page.
Price thanked Bob Goldberg for his help writing a script that allows for easily updating the
home page a week or a month at a time.
The next step is to archive audio for on-demand listening to those programs which we are
legally able to store on the web. We’ll need to buy some space from our audio provider and also
train programmers to record and upload their programs. We could begin this at any time but are
putting it off until sometime in 2007 because of budgetary constraints.
b. Guidelines report (Albert Smith). The Guidelines Committee is Richard Beck, Lynn Farrar, Ben
Hunt, Ruth Jensen, Patrick Kelley, Albert Smith and David Paul; Liz Howard is an honorary
member. The Bylaws state that:
‘The Guidelines Committee is an advisory standing committee, appointed by the Board, whose
purpose is to ensure programming compliance with the Foundation’s mission statement, policies
and FCC rules. The Committee is directly responsible to the Board. The number of individuals
appointed to the committee shall be determined by the Board and its members shall serve for a
term of one (1) year and may be re-appointed.
The Guidelines Committee shall assist Board and staff in all matters related to programming and
programmers, including evaluation of current programming and the development of future
programming. The Guidelines Committee shall be the first hearing authority for programmer
grievances.”
Smith has been involved with KMUN for 20-something years and sees Coast Community Radio
providing a forum for local discussion in a global forum. He use Amy Goodman’s words to say that
it should also be an honest and open forum.
c. Treasurer’s Report (Dave Ambrose). The Tillicum Foundation’s fiscal year (FY) runs from
October 1 to September 30, following the federal fiscal year. The last FY ended with a net gain of
about $6,400, partly due to a fairly large one-shot grant for the Community Journalism Initiative
that we received during Lisa Smith’s tenure as GM. For the coming year we’re facing a deficit of
about $20,000, as far as we can determine. That doesn’t mean that we’ll be bankrupt – we have
some cash reserves that will probably take us through the year.
The News Department has been launched and we want to keep it running, but we need to
find money to continue it. We’ll be looking for grants and other alternative sources.
Fiscal stewardship is the biggest part of our plan for the next year or two. We like to crow
that we have an annual membership that meets and beats most public radio stations of our size,
but we also need bigger donors to keep us going.
We’re losing our traditional auditor, Mark Redwine, because of the increasing, and
increasingly costly, oversight required to do non-profit audits. The audit costs the Foundation
about $6,500 a year and we have to do it, otherwise the CPB won’t fund us. We’re canvassing
local auditors to find a substitute.
This has been a typical year in a lot of ways. Non-profit organizations always run pretty close
to a shoestring and we’re no exception. We have a dream of building up a small reserve every
year -- a dream we’ve had since Doug Sweet was manager.
In the past year we expanded our listener area and transmitter facilities, adding costs in the
form of a loan that we’re paying off now. We’ve gone through a tremendous period of growing
our capacity and now we’re paying for it.
Our hope is that we’ll grow a lot more people into our membership. It’s a bright future.
d. Bylaws Report (Carol Newman). McLaughlin, Cullimore and Newman were asked by the
Board to look at revising the Bylaws. The Bylaws currently in force refers to using the “Current”
program guide, which no longer exists in its original form as a monthly, as the means of providing
information about elections to the membership within a certain period of time. Now that the
Current has gone quarterly, linking the annual meeting and the elections to the Current made
things nearly impossible for Board and Staff to get information legally to the membership.
The Bylaws Committee spent over a month talking to each other practically every day,
researching other community stations and nonprofits to find out what people do. What they
found out is that everybody does something a little differently.
As they were working they discovered other things in the Bylaws, some of which they didn’t
even understand. They aren’t particularly easy to read and some things -- for example, voting --
are spread throughout the document rather than being addressed in one section.
Some substantive changes that the Bylaws Committee favored were voted down by a
majority of the board – eg., increasing the number of members from 7 to 9, with 3 members
appointed by the Board; enforcing term limits, and changing the terms from two years to three.
So, the draft presented to the Membership today, which was approved by the Board at its
October regular meeting, moves some of the wording around to make the document more easily
read and followed.
The substantive changes include:
Elections would be detached from distribution of the Current, using it when possible and
otherwise using the Internet and on-air announcements to inform the membership of what’s
going on.
Nominations to the Board would closed in advance of the Annual Meeting rather than allowing
nominations to be made from the floor at the Annual Meeting. This is because this year, for
example, 60 or 70 ballots were mailed in. The people who mail in their ballots were given the
choice of four people to vote on, plus any write-ins they might have added. If someone were to
be nominated from the floor today, those people who voted by mail wouldn’t be given the choice
of voting for that new nominee.
The terms of office would be clarified so that new Directors take office at the next regularly
called board meeting after the elections, generally in December.
Article II, Section 1.5 addresses attendance at meetings, to ensure that a Director is willing
and able to come to Board meetings and, if she or he misses more than three, the Board can
take action.
The Board, by a two-thirds vote, would be allowed to remove a Board member with or without
cause so that if something egregious happens the Board can act immediately. There’s no change
in the procedure for the membership to remove a Director. Coast Community Radio is possibly
the most democratic system the Committee found. Newman has been talking to KBOO members
and reading about their procedures, and has discovered that even their very grass-roots
background provides the membership with no way of speaking as the Tillicum Foundation
provides at its Annual Meeting, all its Board meetings, and elsewhere.
Newman, who is also a KBOO member, has talked with other KBOO members and follows their
procedures. Even with KBOO's very grass-roots background, Newman says that KBOO members
do not have as much control over the Board as do members of the Tillicum Foundation. She said
she is very proud of the Committee’s work. “Whatever you decide, if you have strong feelings, I
urge you to step up to the plate and help us. Don’t just knock us down,” she said.
Discussion of the Bylaws
Ray Merritt: The bylaws are serious and we don’t change them every year. Someone asked why
we didn’t submit a dissent. That’s because there was no dissent. The Board, by majority vote,
eliminate those things that we couldn’t agree on before submitting the revised Bylaws to the
membership.
Marc Rubin: We can’t vote on individual issues within the Bylaws that we might all agree upon,
eg, taking disconnecting the Current from the elections. It’s up or down on all the changes and
Rubin has a particular problem with allowing the Board to remove a member that’s been elected
by the membership. The Board cannot be allowed to take what the members have done and
undo it.
Jane Hill: Hill has been a classical music programmer affiliated for many years with the station,
and said that doesn’t give her voice any more weight than the newest members. That’s one of
the joys of this station: We are all equal members.
Hill said we’ve talked about transparency and clarity and a democratic process, and that’s
what we need to hang onto.
She made a general statement about the Board as a whole, saying that she was approached
earlier about running for the Board and chose to attend two or three meetings. She was pleased
with the way she was treated and was given the opportunity to ask questions. But it’s clear to
her that not many of in the room are taking the time to be present; as a result, these people
who we elect are often having to work in kind of a vacuum. After the fact, many of us get critical.
We don’t like power being vested in just a few people, no matter how hard they’re working.
So, to the Board members, Hill said: “KMUN and the family of radio stations are basically a
community radio station. We reflect the local needs for radio. Please do not, as you struggle with
trying to find ways to relate, sacrifice our local voice We need room on the airwaves for new
people who have taken classes and are looking for programs to produce. We need also to
recognize that we are a unique organization. We need to hear the variety of voices and the only
way we can do that is to move out of a state of apathy and into being part of what’s going on. I
give all my thanks and acknowledgment to the Board members who have been doing that. I
want transparency. I want us to be community radio. I don’t want us to be baby public radio. I
encourage all of you to become active members and voices.”
Teresa de Lorenzo: de Lorenzo said she is willing to step up and do more. She proposed that a
group attend Board meetings and report on them to the membership. She’s willing to resurrect
the Undercurrent.
de Lorenzo reminded programmers that they’re required to do a certain amount of off-air
volunteer work and suggested volunteers track how many hours they put in. She offered to
design the sheet and noted that in-kind services are useful in leveraging money for grants.
de Lorenzo said it would be helpful if there were Board member job descriptions and
suggested that the membership start now with an idea toward what it wants the Board to look
like. Determine what skills are needed and start recruiting those people.
de Lorenzo would like to see a stronger committee structure. We have a great committee
with Guidelines; how about one with Development.
A number of people have suggested that de Lorenzo run for the Board. One of the reasons
she would not consider it at this time is because we have no Board and Officers’ insurance. That’
s a minimum thing that any responsible nonprofit would invest in. Without that firewall, each
Board member has put their personal assets at risk. Insurance protects the Board and the
station and is a critical investment.
Ray Merritt: Agreed with everything said by Hill and deLorenzo, and wished we had B&O
insurance. Unfortunately it’s about $7,000 a year and our budgets are so tight that the money
could only come out of a staff cut.
4. Introduction of Candidates to the Board of Directors
Margarita Cullimore. Cullimore couldn’t agree more with the speakers and their suggestions and
said it is absoutely imperative that so many of those things be considered. She said it’s
important to have a strong board but we can’t have a strong board without a strong
membership. “ogether we have an incredible wealth of knowledge; you can share that
knowledge with the Board and guide them to act responsibily to carry out the Foundation’s
work.”
Cullimore thanked the Staff for their incredibly hard work and dedication, and the volunteers
for their undying spirit. She particularly thanked Carol Newman and Chuck McLaughlin for their
incredible integrity and for always putting the Foundation’s interests before their own. They are
independent thinkers, she said. She also thanked Dave Hammock whose incredibly vast
knowledge and experience has been put to the test and helped the station grow to where we
are. She thanked the Membership for the opportunity to be with the station at a moment of
growth.
Cullimore said that the revised Bylaws are by no means a reflection of what the Bylaws
Committee originally envisioned, which had more of what Jane Hill and Theresa de Lorenzo
recommended. Cullimore said we need to bring to the Board a range of skills that can balance
the Board, without going outside our membership. We are in a time when it is critical, when
bringing monies to the station is critical – the donors are not as giving as they were – that we
find the skills to bring that money to the Foundation.
Cullimore asked for the vote of the Membership.
Liz Diamond. Diamond said she stumbled onto the station about three years. She volunteered at
the Fall pledge drive in ’03 and by February ’04 was offered the front desk position. She has
decided to stay home and be a full-time Mom but wants to remain active at the station. She said
she is young and don’t have much life experience; that she’s been married for four years and has
an 8-month-old daughter. Diamond feels that her knowledge, energy, enthusiasm and love for
the station will be a huge asset.
Chuck McLaughlin. One of the prime motivations McLaughlin had when he was asked to run for
the Board is that he lives in Tillamook County and there was a move afoot to develop KTCB
content. There are a number of people who are vitally interested in extending KMUN’s signal into
that area. McLaughlin was amazed at how much energy those “young folks” had for KTCB. That
excited him. He thought KTCB would be wonderful not only because of the prospect of local
programming but because it would increase the Tillicum Foundation’s membership and revenue
base. The people in north Tillamook county responded to the call for bringing in the money so
that we could build the transmitter at Cape Meares and are primarily responsible for it being built.
There’s still fire in the furnace, McLaughlin said. They’d still like to see more happen and are
appreciative of what has happened. He’s in contact with a lot of people in the north Tillamook
area and they’re all very supportive of the mission of KTCB.
In a sense, McLaughlin said, he is a liaison for the people in Tillamook County. He hoped the
Membership would return him to the Board so he can continue his work down there and
galvanize the people. He take a lot of responsibility for being the voice of those people. They
want to see something more happen for KTCB.
Ray Merritt. Merritt said he believes in having the Membership as both listeners and
programmers. If Coast Community Radio ever decided to turn on a switch and not have local
people involved, he wouldn’t be around. If he can help the station with whatever skills he has,
he’d take your vote.
5. Call for nominations. None.
6. Close of nominations. Voting and collection of remaining ballots. [Ballots are counted by Carol
Newman, Tom Hartland and Brandy Hatch while the meeting continues.)
7. General Manager’s Report. (Dave Hammock)
Hammock said he was hired toward the end of a five-year strategic plan put in place by the
Board of Directors. There had been a lot of turnover in the GM job so he got the opportunity to
bring to fruition a number of projects that had been in planning for a while. In the first year he
could announce that we had put KTCB on the air. Last year he could announce that we had
completed the transition to digital automation. This year we’ve added webcasting and KCPB. He
said he was happy to take a lot of the blame or credit, but being on the web is due to the
galvanizing efforts of Cindy Price.
KMUN is just fine, Hammock said. He didn’t come here because we were desperate and
needed someone to fix it. KMUN is a community institution that has built a loyal following of
members, supporters and programmers. There’s constant fine-tuning and tweaking but no one
thinks it’s a good idea to change what KMUN does.
Next year at this time Hammock doesn’t think we’ll have added any new station. The one
thing that will have occurred is a complex, behind-the-scenes conversion to Content Depot. The
whole time Hammock has been here we’ve been three months from Content Depot. It finally
rolled out in November of this year. Over the next three to six months a lot of work will be going
on that won’t affect the listener except when it doesn’t work. The old system will be turned off at
the end of January, so we will be converted or we will hear “zzzzzzzzzzz.”
Hammock said he’s been blessed with a great staff and team and that staff are heroes. Joe
Patenaude has been bearing the brunt of the digital transition and scheduling. He gets the
Unsung Hero of the Year award.
Something exciting has finally happened in Tillamook County. The long-range plan includes
details to get Chuck McLaughling some help. There are some program delivery issues that we
need to figure out before we invest in a plant in that county; in the meanwhile we want people
working with us to help us figure out how to deal with it.
Hammock said we have to deal with the fact that we’re losing our market exclusivity. We’re
the public broadcaster for Astoria and Warrenton, although you may get KPLU or OPB depending
on where you are. OPB owns a permit to build a repeater in Astoria. That’s a violation of a truce
that was reached by public broadcasters in Oregon about a decade ago. But now they have a
license, they can build a translator, and there’s nothing we can do to stop it. Hammock has been
trying to negotiate a plan with OPB that would dissuade them from putting an OPB repeater that
operates 24/7 in our market. We have to acknowledge that there are some people in our market
who would like nothing better.
The business plan for KCPB is that we will capture the listeners who would normally support
OPB and keep those dollars in the community. OPB putting a translator in the middle of our town
impacts that business plan. But KTCB has other program options. For instance, OPB carries hardly
any classics. KTCB could go all classical. It’s not the end of the world, but we’re continuing with
negotiations to find a cooperative model that would include OPB not putting a 24/7 repeator in
our community.
Discussion
Question: How come they can do it now? I thought there were restrictions.
Hammock: The boundary restrictions only have to do with no one being able to put another
station on their frequency, not with geographic area. The problem began when Charter Cable
took OPB off their cable channel. That’s when people started calling and asking for OPB, and
when OPB started thinking again about its Astoria options.
Roger Rocka: I don’t think OPB’s plans will have a tremendous impact now that we have KCPB.
Hammock: I agree to a certain extent. The point that we have held out for is that the translator
license they own would be employed to extend the reach of KCPB, eg, to the south side of
Astoria. What they’d get is some portion of the broadcast day on KCPB to repeat OPB
programming. We’re at an impasse now, but this is just what has been discussed. We don’t have
anchored news before 8am, so we were discussing that from 5-8am would be OPB with the local
news from Portland; and the same in the evening with ATC. If the option is they go ahead and
put their own translator in, there’s no reason to work collaboratively.
Question: What are the plans to increase KCPB’s power?
Hammock: There’s a 95-plus percent chance that we can get the waiver from the FCC to increase
our power when we get our license.
Ambrose: We’ve been talking about OPB getting on the Tillicum Foundation’s airwaves for a long
time. Are we going in cahoots with them or are we facing reality with the 1,000-pound gorilla
coming into our market? We’d like a lot of feedback because we’re deliberating almost every
meeting on this.
Hammock: None of us see OPB as a threat to KMUN. KMUN does what KMUN does. OPB and
KBOO coexist quite comfortably in Portland. The financial model underneath the second service --
KTCB -- is where my concern comes in.
There’s another angle. Arlene and I have visions of sugar plums that has access to OPB’s
mailing list for use by KCPB.
Susie McLerie: I understand it was difficult to get support for KCPB.
Hammock: It hasn’t been exactly what we wanted, but we haven’t done any marketing for it.
Layton: I’m planning on a direct mail campaign by zip code that will target people. People don’t
know about the station.
McLerie: So maybe it would help KCPB is OPB came in.
Hammock: The 1,000-pound gorilla is coming. They’ll be here no matter what we do or don’t do.
Jane Hill: I urge you to consider an expansion of the strategic planning process beyond two
years, one that involves a wide variety of situations. With the complexity of the environment we’
re working in and the variety of points of view, we’d do better if we had a broader visioning
process.
Novoselic: Is there any sense of when this will be resolved? And what are the perils of a
continuing debate?
Hammock: We came to an impasse last spring. The new head guy, Steve Bass, is probably more
interested than any of his minions. A truck could arrive tomorrow. They have the license, the
financial resources and the engineering staff. Their latest counter-offer is to buy KCPB.
Question: Can we get a million dollars for it?
Cullimore: Nothing will stop them except if we continue to provide the highest quality
programming from KMUN, specifically via local news. That might discourage their urge to come in.
We can do what we do best: programming.
Jim Hill: Is there any alternative?
Hammock: Pierre Trudeau said, “Being next door to the US is like sleeping with an elephant. It’s
all well and good until the elephant rolls over.” Cable pulled OPB off in Astoria and OPB’s inbox
filled up. Our goal is to make sure we preserve our options.
Jeremy Sisto: Wouldn’t their coming in free us up to do more local programming if they’re
providing expensive NPR services?
Hammock: There is a requirement for at least the next five years that KCPB be programmed with
an eye to the bottom line, to pay off the construction loan. I wouldn’t suggest switching KCPB to
be a training ground for KMUN, but perhaps to switch to all classical until the loan is paid off.
Once past that, we’ll have more flexibility in terms of what we can do.
Jim Hill: So if OPB comes in, we could have more local programming on KMUN because we could
dump some of our national programming?
Sisto: In theory we wouldn’t need some of their programs.
Ambrose: But let’s talk about coverage.
Hammock: I love each and every one of our music programmers. Having said that, our local
content is a lot more than playing pretty music. We have Donna Quinn, Ann Goldeen, Carol
Newman, Jim Dott, Teresa deLorenzo, Kerry Buckley, Christopher Paddon, Jim Wilkins and others
providing content-rich, volunteer-produced, local programming.
Starting November 20, the Ship Report will be volunteer produced by Joanne Rideout.
8. Staff Reports
Joanne Rideout (News): I didn’t want to get up here because I’m afraid I’m going to cry. I love
KMUN with all my heart but I am burning up. I’m getting up too early in the day. I’m still covering
the same bases three people were covering two years ago. It’s been rewarding but exhausting.
I’ve taken a news position at the Columbia River Business Journal and will do the Ship Report,
which is the thing I love the most, as a volunteer.
Arlene Layton (Development): As Joanne implied, you work for the Tillicum Foundation for the
love, not the huge salary. It’s a joyful place to work.
Tom Hartland, in his free time, has put together a program that takes about half the time we
ordinarily would take with underwriting.
My plan this upcoming year is to have three concerts – folk, jazz, undecided. They don’t take a
huge amount of time and do what we do best, which is give off sound. We can bring in an
audience that might not be members. There are people who might not want to buy KMUN who
will buy KCPB. The best thing you can do is tell a friend about your favorite programs.
Terry Wilson (Engineering): Thanks to Hammock, Merritt, Meetze, Bear. It’s a joy to come to work
for KMUN, everybody is so happy.
9. Volunteer awards.
Elizabeth Menetrey-Grant (Programming): Without our programmers and volunteers we are
nothing. If I don’t say it enough, you are so appreciated. What I love about KCPB is that we can
have programs that people have asked for for years, like Democracy Now! We can give more
listeners what they want, when they want it.
The two Volunteers of the Year aren’t here. Rookie of the Year, for best new volunteer, is
Herb Mintz, who does a lot of behind-the-desk work. And there was no question that Volunteer
of the Year is Wanda “the Wonderful” Wonsowiecz. A wonderful Bedtime Story reader, wonderful
on Sonidos Latinos, wonderful everywhere.
10. Election results.
Newman reported that 99 ballots came in. The three new board members are the three
incumbents: Cullimore, McLaughlin, Merritt. Thanks to Liz Diamond for stepping up to the plate.
Write-ins: Gordon Styler, Michael McCusker and Albert Smith. By-law revisions were approved by
almost 3-1 margin.
11. Good of the Order.
Joey Patenaude: Thanks to the kitchen staff.
11:55am Adjournment
Respectfully submitted,
Cindy Price
Secretary
November 13, 2006
Approved by the Tillicum Foundation Board of Directors
January 18, 2007
with one nay: Margarita Cullimore, for unspecified “numerous errors”