CSIRP BoD Meeting 08 October 2003 MINUTES of the CANADIAN SOCIETY FOR INDEPENDENT RADIO PRODUCTION BOARD OF DIRECTORS MEETING held by telephone and convened from 640 Reid Street, Peterborough, Ontario on 08 October 2003 at the hour of 7:10 p.m,, EDT. P R E S E N T: Angie Blake, Audrey Churgin, Rick Cousins, John Muir, Lois Ross, and Doug Samuel R E G R E T S: Janna Graham Also Present: Hal Doran, VP Admin & Finance Notice of this meeting having been made to all Directors, and a majority of the Board being present in person or by telephone, the meeting was declared duly constituted and called to order at 7:10pm, with John Muir acting as Chair and Secretary. Agenda Item #01 - Approval of Agenda & Chairs Opening Remarks The Chair welcomed the Directors, and conveyed Janna Graham's regrets. The agenda, as circulated, was agreed upon. The Chair noted that further to reimbursing the Board for long distance and other sundry expense, the past practice has been to pay each Director the sum of $50.00 per year, and that if these expenses exceed that amount for an individual Director, they can send in a claim for reimbursement to the CSIRP head office. It was agreed that this practice would continue for the current Board. Agenda Item #02 - Approval of Previous Minutes (09 August 2003) The minutes of the previous Board meeting were presented. UPON A MOTION duly made, seconded and carried unanimously, the minutes of the previous Board of Directors' meeting, held on 09 August 2003 were approved. Agenda Item #03 - Director's Membership Status Each Director confirmed that they were a Member in good standing, with Angie Blake asking that Hal Doran confirm her status. Agenda Item #04 - Business Arising & Correspondence Received a) Letter from Victoria Fenner dated 28Sep03 and circulated to the Board prior to the Meeting was discussed. It was decided that other matters on the agenda should be discussed before a response could be made. It was noted that the President would send a letter to Ms. Fenner conveying the results of the Meeting. b) Letter from David Kattenburg dated 01Oct03 and circulated to the Board prior to the Meeting was discussed. It was decided that a project of this scope, although both interesting and imaginative, is beyond the capacity of CSIRP at the present time and for the upcoming year. It was noted that the President would send a letter to Mr. Kattenburg conveying the results of the Meeting. Agenda Item #05 - Matters Arising from Contracts and Resignations A full disclosure was made to the Board as to the particulars of events leading to the contract settlement with Victoria Fenner, including the decisions of the previous Board, and the Membership, as well as details of the work of Richard Taylor, who acted as CSIRP's legal representative in these matters. It was also reported that certain incidental items (such as the transfer of Internet entities) were still outstanding. It was noted that Janna Graham may have made some headway with this. Agenda Item #06 - FMOK 2003: Project Manager's wrap-up report. The Project Manager's report which had been circulated to the Board prior to the Meeting was presented, and discussed. UPON A MOTION duly made, seconded and carried unanimously, the report was enthusiastically accepted, with the Board expressing their thanks to Janna Graham and CHMA for mounting such a successful event. UPON A MOTION duly made, seconded and carried unanimously, it was resolved that; the President is empowered to negotiate with CHMA, with a view to CHMA hosting the Full Moon 2004 event. Agenda Item #07 - Review of Proposals coming from the Board Retreat 10Aug03 Three items which had been circulated to the Board prior to the Meeting were presented and discussed. a) Notes from the Board Retreat 10 Aug 2003 UPON A MOTION duly made, seconded and carried unanimously, the content of the of these notes were accepted as amended and attached to these minutes. b) "CSIRP Goals: 2003" proposal prepared by the Vice-president and revised on 03 Oct 2003. UPON A MOTION duly made, seconded and carried unanimously, the content of the of these proposals were accepted as amended and attached to these minutes. It was noted at this time that Angie Blake will act as editor of "Wavelength", a twice yearly newsletter. c The proposed text of Membership Brochure prepared by Rick Cousins and dated 04 Oct 2003. UPON A MOTION duly made, seconded and carried unanimously, the proposed text as circulated was approved. The Board expressed its thanks to Mr. Cousins for his work. Audrey Churgin and Hal Doran reported that a list of items had been prepared for a members' survey, and that these were to be printed and also put on the organisation's web site. Agenda Item #08 - Ontario Trillium Foundation (OTF) grant Year 02 & 03 a. It was reported that the Year 02 Report to OTF for CRI was awaiting completion of the audit for the fiscal year ending 31 March 2003. It was noted that this should be wrapping up in the next week and be ready for the Special Meeting of Members set of 01 Nov 03. It was noted that John Muir is the current CSIRP contact for this project. b. Proposals for OTF CRI Year 03 Activities. These proposal which had been circulated to the Board prior to the Meeting were presented and discussed. The Chair described the provenance of the proposals presented and to come. Details of the letter of agreement between CSIRP and the Ontario Trillium Foundation were presented and discussed. UPON A MOTION duly made, seconded and carried unanimously, it was resolved that; John Muir, Doug Samuel, and Hal Doran further develop the first four proposals presented, namely, "Deep Wireless - Radio without Boundaries", "Radio Art Dissemination", a Northern Ontario Workshop, and "Radio Tonic" for further discussion on responsibilities and budgets at the next Board Meeting. and it was further resolved that; that other pending proposals, including those which Board Members are encouraged to submit or to have submitted by other interested parties, be discussed at the next Board Meeting. Agenda Item #09 - Committee Planning & Appointment of Committee Chairs Discussion followed in regards to this matter. UPON A MOTION duly made, seconded and carried unanimously, it was resolved that; the following committees shall be constituted as follows; Wavelength - Angie Blake Publicity and Brochures (membership, recruitment) - Rick Cousins Internet Entities - Hal Doran Sustainability Committee - Hal Doran, Lois Ross and the President Trillium Committee - Doug Samuel, Hal Doran and John Muir. Agenda Item #10 - Presentation of Financial Statements to 31 July 2003 It was noted that these financial statements, which had been circulated to the Board prior to the Meeting, are draft only and will have to be revised according to results of the audit for the fiscal year ending 31 March 2003. UPON A MOTION duly made, seconded and carried unanimously, the draft financial statements to 31 July 2003, as prepared by the Bookkeeper were accepted as presented. Agenda Item #11 - Vice-president's Report It was noted that the Vice-president's Report was contained in Agenda Item #07 Agenda Item #12 - President's Report It was noted that all matters in the President's Report had been covered in other agenda items. Agenda Item #13 - Any Other Business a) Code of conduct for list serve to keep emails civil and prevent abuse of the medium. Douglas Samuel reported his concerns to the Board and discussion followed. UPON A MOTION duly made, seconded and carried unanimously, it was resolved that; a code of conduct or all CSIRP's listservs will be implemented in accord with standards used on such other professional discussion listservs such as those maintained by the Canadian Association of Journalists. b) Certain other matters were brought forward. UPON A MOTION duly made, seconded and carried unanimously, it was resolved that; the Board confirms the motion of the previous Board passed at a Meeting held on Thursday, 03 April 2003, to confirm the authority of the President to direct and effect any and all negotiations and relations with CSIRP contractors, including its founding directors, between Board Meetings, and the requirement that the President be accountable to the Board at duly constituted Board meetings. It was agreed that emails from senders who elect to address the entire Board between Board Meetings can be responded to with a request to the sender to direct their statements and questions to President. c) Rick Cousins will prepare a mock up of the Membership Recruitment kit for the next meeting of the Board. It was noted that there will be about ten kits produced. There being no further business, the meeting was adjourned at 9:10pm EDT. _______________________________ _______________________________ John K. Muir, President & Chair A. N. Other Board Member ATTACHMENTS to the CSIRP 08 October 2003 Board Meeting Minutes: from CSIRP BoD Meeting 08Oct03 Item 07a - Board Retreat Proposals from 10Aug03 and as discussed, and amended modified by the Board at the 08Oct03 Meeting. 2003 CSIRP Board Retreat 10 August 2003 Location: Lac Bernard, Quebec Present: Audrey Churgin, Rick Cousins, John Muir, and Douglas Samuel Status: Unofficial meeting of some board members The following proposals are to be presented to the Board at a duly constituted Meeting. 1. Officers to remain as they are until Special General Meeting 01Nov03 Sally Clare, Bookkeeper Hal Doran, VP Admin & Finance Janna Graham, Secretary John Muir, Chair & President 2. Accept "CSIRP Development Proposal" submitted by Hal Doran August 2003 (attached) 3. By-law amendments. Two year terms, Electronic notice and other items to be left until annual general meeting August 2004 4. The theme for CSIRP "education and dissemination" 5. Proposed Mission statement and goals to be refined in the upcoming year. a) Mission Statement 1) to introduce artists and others to sound-art; and the radio arts in general 2) to train artists and radio producers in the skills and techniques associated with the production and broadcast performance of audio material; 3) to facilitate the production and dissemination of new audio material (excluding "music", there are several organisations dedicated to this) 4) to support the independent radio producer and sound artist community; and form liaisons with organisations which serve our membership. b) Short-term Goals: This will see us through until November 2003, at which time we will have a general membership meeting. Programme Goals 1) Plan the events for the final year of the Trillium grant (Nov03-June04). 2) Explore grants for new projects 3) Draft plan for Radiant Dissonance (or similar) project to be submitted by the spring grant deadline (Production and dissemination). Development (Organisational) Goals 4) Complete the audit 5) Complete and submit the Trillium grant report 6) Have timely and regular financial reports available to board members and the membership at large. 7) Publish WAVELENGTH in mid-October 2003 (providing Hal has time to assemble it and include schedule for upcoming Trillium grant programs). c) Longer Term Goals: This will see us through to the next Annual General Meeting (August 2004) and beyond) Programme Goals 1) Trillium Grant: Conduct workshop & seminar series with third year of funding 2) Canada Council a) Conduct "Full Moon" 2004 event b) Consider location and prepare application for "Full Moon" 2005 3) Survey the membership to determine what sorts of people join CSIRP and their needs.. 4) Develop programmes to attract the sorts of members we think will benefit from what CSIRP has to offer. 5) Publish WAVELENGTH twice a year. Aim for one issue in September, one in early March. These dates may be adjusted to account for the workload of those producing the newsletter and other considerations which make the time-shift worth while. Development (Organisational) Goals 6) Increase membership to its natural level according to the level of program activity (50 more to a total of 100). 7) Develop a solid framework such that CSIRP can support interesting services to its members. The infrastructure will support our activities, and not create additional overheads. 8) Reach CSIRP members by mail three to four times per year (newsletter, AGM announcement, membership renewal ..) 9) Use sustainability grant to create a CSIRP head office and staff 10) Secure matching funds for the sustainability grant (including other grants and volunteer time donated) 11) Develop standard formal contracts which will be used to engage the services of contractors to CSIRP. 12) Explore exchanges with like-minded organisations. 6 CSIRP List of Important Dates Items by rough Date or Deadline (proposed) * = meeting Sep 03 Trillium Report submitted (JK Muir) /w workshops & meetings (JK Muir) articles &c (editor Angela Blake) Sep 03 CSIRP audit starts (Hal Doran & JK Muir) Sep 03 Membership Kit prototype ready (Rick Cousins) /w CSIRP Brochure three fold 8-1/2 x 11 Membership cards and thank you letters Receipt Book (or similar) & payment envelopes copies of Wavelength other CSIRP propaganda Sep 03 OTF CRI Year 03 Programme Roughly Set (JK Muir) * Early October 03 BoD Meeting (last week of Sep/first week of October not set) 15 Oct 03 Wavelength /w membership (form/renewal) (Hal Doran) membership survey (Audrey Churgin) details of CRI Programme (JK Muir) * 01 Nov 03 BoD & Special General Meeting * Dec03-Feb04 BoD Meetings & Setting Full Moon 04 Director & Details 15 Mar 04 Application for Full Moon 05 * 31 Mar 04 Year-end & BoD 31 Mar 04 Wavelength * Apr-Aug04 Preparing for AGM * Aug 04 AGM ** from CSIRP BoD Meeting 08Oct03 Item 07b - CSIRP Goals - 2003 prepared by Hal Doran VP Admin & Finance / revised 03Oct03 and as discussed, and amended modified by the Board at the 08Oct03 Meeting. 01. Prepare a budget which takes into account the funding possibilities of the Canadian Heritage capacity building grant 02. Hire a part-time administrator who will establish a new CSIRP head office to look after basic programme and membership services including: a) Co-ordinate CSIRP administration and publicity to support programme (workshop & project) activities and monitor programme delivery and quality control. b) Administer twice-yearly membership renewals c) Receiving payments, including the ability for payment for membership and activities via credit card, including secure online payments d) Receive and forward mail as required 03. Maintain or expand the current levels of programme activity, including at least one activity outside of Ontario 04. Hold a successful in-person board development meeting that looks at strategic and tactical planning issues and which develops and approves a three-year development strategy 05. Hire a contract fund raiser who would explore various grant and fundraising opportunities 06. Prepare and submit grant renewals for Full Moon, Radiant Dissonance and Ontario Trillium 07. Promote the organization with a goal of doubling the current paid membership. 08. Ensure that membership recruitment is included in all programme activities and to all programme participants. 09. Develop a membership kit and membership needs survey 10. Setup and maintain a discussion listserv for all paid-up members 11. Ensure that Wavelength is published at least twice a year 12. Update and expand the web site - including an expanded audio library of examples from our projects, and other resource materials. 13. Amend the by-laws to include a simple but clear conflict of interest policy based on research already done by previous Boards. 14. Amend the by-laws to allow for electronic notice and voting for AGMs and explore how to implement same; in the meantime, ensure that proxy voting is promoted. 15. Work on obtaining charitable status. 16. Obtain director's liability and fault insurance for the Board. [end]