Public Radio in Mid America
Membership Meeting
Fall 2011 Conference
Cincinnati, Ohio
October 6, 2011
12:00 – 1:40 p.m. Eastern Time
I. Call to Order and Determination of Quorum
President Christina Kuzmych called the meeting to order at 12:18 pm eastern time, October 6th. President Kuzmych determined a quorum was present.
II. Additions and Approval of Agenda
One addition was made to discussion items. A motion was made and seconded to accept the agenda as amended. The motion passed unanimously.
III. Secretary’s Report
Vice President Dan Skinner, on behalf of Secretary Al Bartholet, distributed the minutes of the winter meeting meeting. No additions or corrections were raised. A motion was made and seconded to adopt the minutes. The motion passed unanimously.
IV. Treasurer’s Report
Treasurer Dorie Vallillo distributed the financial reports. The PRIMA checking account balance as of 10/01/11 was $38,886. Vallillo reported that the expenses for the Winter Conference in Kansas City resulted in a loss of $1,808. A motion was made and seconded to adopt the treasurer’s report. The motion passed unanimously.
V. President’s Report
President Christina Kuzmych thanked Rich Eiswerth and staff for their work in hosting the PRIMA Conference. She also thanked the PRIMA board, and Dan Skinner for planning the conference.
Kuzmych also acknowledged the recipients of this years PRIMA Scholarships Cary Boyce and Mike Savage.
She provided a report regarding PRRO group activities including planning for a joint “Super Regional Conference” to take place in 2012. The PRRO group consists of the four regionals – PRIMA, Eastern Regional Public Radio, Western Public Radio, and California Public Radio. The presidents of the regional organizations attend the open sessions of the NPR Board meetings on behalf of their membership. She discussed the issues faced by Public Radio during the last fiscal year and the ways in which PRRO provided input to the NPR Board.
Dorie Vallillo, a founding member of PRIMA was honored for her many years of service as the PRIMA Treasurer. She is retiring from her manager position as well as her role as PRIMA treasurer. Jon Schwartz, now retired, was honored for his many years of service to Public Radio as a station manager and participation with PRIMA, WSPR, the NPR Board and much more.
VI. Old Business
There was no Old Business.
VII. New Business
1. Election of Officers
Paul Maassen, on behalf of Nominating Committee Chair Tim Singleton, presented a brief report on the work of the committee and presented a slate of officers.
The following slate of officers was presented:
Christina Kuzmych, 2nd Term as President
Dan Skinner, 2nd Term as Vice President
Tom Hunt, 2nd Term as Board Member #2
Regina Dean, TreasurerAlso, the Nominating Committee asked that Bill Wheelhouse be confirmed retroactively as Board Member #3. He was eligible for re-election to a second term at the 2010 PRIMA Business Meeting, but it did not appear on the agenda.
A motion was made to accept the slate. The slate was approved by acclimation of the board.
2. Approval of By-Laws Changes
Ernie Sanchez, on behalf of By-Laws Committee Chair Patty Cahill, presented the committees recommendations for changes to the PRIMA by-laws. After discussion by board members, a motion was made to accept the changes. The motion was approved unanimously. The following changes were adopted:
Article II, Section 4 – Membership Meetings
Proposed Wording:
The Association shall meet at least once per year. Special meetings may be called by the Board of Directors, or by a majority of the voting membership.Current Wording:
The Association shall meet at least twice per year. Special meetings may be called by the Board of Directors, or by a majority of the voting membership.Article II, Section 5 – Quorum
Proposed Wording:
A simple majority of the members in good standing who have registered to attend the Annual Meeting shall constitute a quorum for the transaction of business.Current Language:
Twenty-five percent (25%) of the members in good standing shall constitute a quorum for the transaction of business.Article II, Section 8 – Annual Meeting
Proposed Wording:
The Annual Meeting of PRIMA shall take at a time and place to be designated.Current Wording:
The Annual Meeting of PRIMA shall take place during the fall of the year at a place to be designated.Article III, Section 5 – Terms of Office
Proposed Wording:
All officers and board members shall serve terms of two years. With the exception of the offices of Secretary and Treasurer, who may be reelected to unlimited consecutive terms, all other officers and board members may be reelected to serve no more than two consecutive full two year terms. The newly elected officers and members of the Board of Directors shall assume their duties at the conclusion of the Annual Meeting, and shall serve the terms of two years and may be reelected to serve no more than one additional consecutive term. The newly elected officers and members of the Board of Directors shall assume their duties at the conclusion of the Annual Meeting, and shall serve the term prescribed in these Bylaws or until their successors shall have been elected. In case of emergency all officers may be retained in office until the emergency subsides.Current Wording:
In order to provide for continuity of service on the Board of Directors, the first officer and board members elected under the provisions of these ByLaws shall serve terms of office as follows:President (2 years)
Vice President (1 year)
Secretary (2 years)
Treasurer (1 year)
Board Member #1 (2 years)
Board Member #2 (2 years)
Board Member #3 (1 year)Thereafter, all officers and board members shall serve terms of two years. With the exception of the offices of Secretary and Treasurer, who may be reelected to unlimited consecutive terms, all other officers and board members may be reelected to serve no more than one additional consecutive term in the same office. Being appointed to fill out the remaining term of an officer who resigns shall not prohibit the newly appointed officer from being elected to two full terms, following that appointment. The newly elected officers and members of the Board of Directors shall assume their duties at the conclusion of the Annual Meeting, and shall serve the terms of two years and may be reelected to serve no more than one additional consecutive term. The newly elected officers and members of the Board of Directors shall assume their duties at the conclusion of the Annual Meeting, and shall serve the term prescribed in these ByLaws or until their successors shall have been elected. In case of emergency all officers may be retained in office until the emergency subsides.
VIII. Discussion Items
1.PRSS Manual Tuning Issues – Regina Dean started the discussion by expressing concern about the lack of ability to manually tune the PRSS demods. Earl Johnson from PRSS described the system design and that it is currently in testing mode. He pointed out that while not easy, it is possible to manually tune the demods. Additional discussion on the issue took place among the membership and Johnson. Johnson indicated that these concerns will be taken into consideration in future software capabilities. Greg Petrowich, NPR Board Member, invited PRIMA to prepare comments about the issue and forward them to him for discussion with the NPR Distribution/Interconnect Committee. The PRIMA information gathered will be shared with the membership for review before it is sent to Petrowich.
2. Public Broadcasting Representation on Capital Hill – Tim Eby opened the discussion by expressing concerns about the collaboration between radio and television in representing public broadcasting on Capital Hill during this time of funding uncertainty and whether or not radio is being represented properly as required in the current NPR bylaws. Kit Jensen and Greg Petrowich, NPR Board members, stressed the need for a unified voice for public broadcasting and the need for clarity regarding the appropriate roles of public radio and TV. Kit Jensen assured managers radio is represented in accordance with the NPR bylaws. Additional discussion followed. Eby recommended that PRIMA prepare a short summation of the issue to be presented to the PRIMA Board and then to NPR. Kuzmych agreed to appoint a small committee of single and joint-licensee managers to summarize the current status and offer recommendations for change if needed.
3.Report on Selection of new NPR President – Kit Jensen and Greg Petrowich, NPR Board Members, gave a report on the selection of a new NPR President. The board was looking for someone with experience as a CEO, a sensitivity for journalism, an ability to fundraise and able to develop a vision for the future. Gary Knell, comes to NPR from the position of president and CEO of the Children’s Television Workshop, which produces Sesame Street among other programs.
IX. Adjourn
The meeting adjourned at 1:53 pm eastern time.
Respectfully submitted by PRIMA Vice President Dan Skinner on behalf of PRIMA Secretary Al Bartholet