MINUTES KXNM BOARD of DIRECTORS MEETING
Wednesday – June 17, 2020
Present: Art Swenka, Dixie Swenka, Babbi Baker, Lacey Cromer, Frank
McKinnis, Joyce McKinnis, Ladd Hagmaier, Bill Simms, Keith Smith, Randy Wright
Art Swenka called the meeting to order at 2:00 p.m. All participants maintained Covid-19 safety protocols throughout the meeting by wearing facemasks and practicing social distancing.
The Pledge of Allegiance was said by all present.
An initial quorum was met with 7 directors present. John Griego did not attend and Keith Smith arrived after the minutes were approved.
NEW BUSINESS: Art Swenka started the meeting by initiating a discussion about adding and removing board members including removing John Griego from the board and adding Lacey Cromer and Joyce McKinnis to the board.
In a previous meeting, directors expressed concerns about adding compensated employees to the board of directors. In order to clarify this issue, Art Swenka asked Ernie Sanchez, the station’s attorney, to review the by-laws about adding new directors who are station employees. Ernie reported that the by-laws allow the station’s compensated employees to serve on the board, but does not permit directors to be compensated for serving on the board. This interpretation cleared the way to add Lacey Cromer and Joyce Mckinnis to the board.
Directors discussed the need to remove John Griego from the board and
replacing him as treasurer. Dixie Swenka motioned to remove John Griego from the board and as Treasurer, stating that John had not attended the last five board meetings and was not responding after multiple attempts to contact him. Babbi Baker seconded the motion and all attending directors approved it. Dixie said that she would contact John and ask him about accepting director emeritus status.
After a brief discussion about the potential for the appearance of conflict of interest and compromising the board’s independent status by adding compensated employees to the board, Randy Wright motioned to add Lacey Cromerand Joyce McKinnis to the board. Babbi Baker seconded the motion, and all directors, except for Frank McKinnis, who abstained from voting, approved it.
With John Griego’s departure from the board, a treasurer was needed, and Babbi Baker nominated and motioned to approve Joyce McKinnis as Treasurer of the Board. Randy Wright seconded the motion, and directors unanimously approved it.
AGENDA: Ladd Hagmaier motioned to approve the agenda for the June 17, 2020 meeting as submitted. Dixie seconded the motion and directors unanimously approved the agenda.
MINUTES: Babbi Baker motioned to approve the minutes from the February 19, 2020 as submitted. Dixie Swenka seconded the motion and directors unanimously approved the minutes. February 19, 2020 was the last directors meeting held.
Keith Smith was now in attendance, bringing the quorum count to all ten directors.
OLD BUSINESS:
Pattern Energy Partnership - Art Swenka reported on several meetings with Pattern Energy, who is interested in a partnership with KXNM. A copy of the talking points, which became the proposal to Pattern Energy was distributed to directors.
Basically, the proposal describes the collaboration among KXNM, Pattern Energy and five high schools in central New Mexico serving over 1,000 students. The partnership would provide educational, cultural, motivational, sports and entertainment opportunities to these students. This would be accomplished through both broadcast and streaming services.
Pattern Energy would provide financial and other support. Additional meetings with Pattern Energy are planned to discuss the funding requirements, streaming and how Pattern would use receivers through KXNM’s broadcast signal to communicate with their remote employees.
Station Transition - Art Swenka announced that Lacey Cromer would
assume responsibility from Art and Dixie for the day-to-day management and operation of the station. Lacey would work on sales and outreach in the mornings and station programing and management in the afternoons. Both Art and Dixie agreed to provide assistance to Lacey when needed. Joyce Mckinnis is cross training on station operations and would also assist Lacey.
Tower Cable Management and Grounding – Bill Simms described the cable management project at the tower that was completed by Austin Burch, the station’s new engineer. The project included installing a new router, a security gateway, switch and remote login capability. The grounding project is underway, but not yet completed.
TREASURER’S REPORT: Joyce McKinnis, Treasurer distributed copies and discussed financial statements including the Income Statement, Balance Sheet and Income by Comparison.
Joyce reported that revenue is down slightly (about $500) since the pandemic started. Joyce said that assets exceed $13,000, receivables are $7,800, and that there are no significant expenditures. Directors were both surprised and pleased with the strong financial position of the station. Joyce said that most underwriters continued to operate on some level and also continued to support the station during the pandemic.
Dixie Swenka motioned to approve the Treasurer’s Report as submitted; Randy Wright seconded the motion and directors unanimously approved it.
COMMITTEE REPORTS: No Committee Reports were presented.
VICE PRESIDENT’S REPORT: Bill Simms reported that the shows he produces are doing well, particularly the FFA Livestock and Commodity
Reports and the Weather Show with Kerry Jones, which is now recorded viatelephone, instead of live.
PRESIDENTS REPORT: Art Swenka reported that he and Bill Simms had mowed and cleaned the station’s property. Art provided an update on the sale of .45 acres of station property to Torrance County for $1,500,
which is fair market value. The property survey is finished and the sales transaction will be completed soon.
The next Board of Directors Meeting is scheduled for Wednesday July 15, 2020 at 2 p.m. at the KXNM Offices and Studios in McIntosh.
The meeting adjourned at 3:10 p.m.
Respectfully Submitted: Approved:
RandyWright
Randy Wright, Secretary Arthur J. Swenka, President
June 18, 2020
# # # END # # #
KXNM Community Foundation Officers and Directors
Art Swenka, President | Bill Simms, Vice President | Joyce McKinnis, Treasurer | Randy Wright, Secretary
Directors: Babbi Baker | Lacey Cromer | Ladd Hagmaier | Frank McKinnis | Keith Smith | Dixie Swenka
Directors Emeritus: Pat Lincoln | Norm Onarheim | Matt Page | Rhoda Geduld
Wednesday – June 17, 2020
Present: Art Swenka, Dixie Swenka, Babbi Baker, Lacey Cromer, Frank
McKinnis, Joyce McKinnis, Ladd Hagmaier, Bill Simms, Keith Smith, Randy Wright
Art Swenka called the meeting to order at 2:00 p.m. All participants maintained Covid-19 safety protocols throughout the meeting by wearing facemasks and practicing social distancing.
The Pledge of Allegiance was said by all present.
An initial quorum was met with 7 directors present. John Griego did not attend and Keith Smith arrived after the minutes were approved.
NEW BUSINESS: Art Swenka started the meeting by initiating a discussion about adding and removing board members including removing John Griego from the board and adding Lacey Cromer and Joyce McKinnis to the board.
In a previous meeting, directors expressed concerns about adding compensated employees to the board of directors. In order to clarify this issue, Art Swenka asked Ernie Sanchez, the station’s attorney, to review the by-laws about adding new directors who are station employees. Ernie reported that the by-laws allow the station’s compensated employees to serve on the board, but does not permit directors to be compensated for serving on the board. This interpretation cleared the way to add Lacey Cromer and Joyce Mckinnis to the board.
Directors discussed the need to remove John Griego from the board and
replacing him as treasurer. Dixie Swenka motioned to remove John Griego from the board and as Treasurer, stating that John had not attended the last five board meetings and was not responding after multiple attempts to contact him. Babbi Baker seconded the motion and all attending directors approved it. Dixie said that she would contact John and ask him about accepting director emeritus status.
After a brief discussion about the potential for the appearance of conflict of interest and compromising the board’s independent status by adding compensated employees to the board, Randy Wright motioned to add Lacey Cromerand Joyce McKinnis to the board. Babbi Baker seconded the motion, and all directors, except for Frank McKinnis, who abstained from voting, approved it.
With John Griego’s departure from the board, a treasurer was needed, and Babbi Baker nominated and motioned to approve Joyce McKinnis as Treasurer of the Board. Randy Wright seconded the motion, and directors unanimously approved it.
AGENDA: Ladd Hagmaier motioned to approve the agenda for the June 17, 2020 meeting as submitted. Dixie seconded the motion and directors unanimously approved the agenda.
MINUTES: Babbi Baker motioned to approve the minutes from the February 19, 2020 as submitted. Dixie Swenka seconded the motion and directors unanimously approved the minutes. February 19, 2020 was the last directors meeting held.
Keith Smith was now in attendance, bringing the quorum count to all ten directors.
OLD BUSINESS:
Pattern Energy Partnership - Art Swenka reported on several meetings with Pattern Energy, who is interested in a partnership with KXNM. A copy of the talking points, which became the proposal to Pattern Energy was distributed to directors.
Basically, the proposal describes the collaboration among KXNM, Pattern Energy and five high schools in central New Mexico serving over 1,000 students. The partnership would provide educational, cultural, motivational, sports and entertainment opportunities to these students. This would be accomplished through both broadcast and streaming services.
Pattern Energy would provide financial and other support. Additional meetings with Pattern Energy are planned to discuss the funding requirements, streaming and how Pattern would use receivers through KXNM’s broadcast signal to communicate with their remote employees.
Station Transition - Art Swenka announced that Lacey Cromer would
assume responsibility from Art and Dixie for the day-to-day management and operation of the station. Lacey would work on sales and outreach in the mornings and station programing and management in the afternoons. Both Art and Dixie agreed to provide assistance to Lacey when needed. Joyce Mckinnis is cross training on station operations and would also assist Lacey.
Tower Cable Management and Grounding – Bill Simms described the cable management project at the tower that was completed by Austin Burch, the station’s new engineer. The project included installing a new router, a security gateway, switch and remote login capability. The grounding project is underway, but not yet completed.
TREASURER’S REPORT: Joyce McKinnis, Treasurer distributed copies and discussed financial statements including the Income Statement, Balance Sheet and Income by Comparison.
Joyce reported that revenue is down slightly (about $500) since the pandemic started. Joyce said that assets exceed $13,000, receivables are $7,800, and that there are no significant expenditures. Directors were both surprised and pleased with the strong financial position of the station. Joyce said that most underwriters continued to operate on some level and also continued to support the station during the pandemic.
Dixie Swenka motioned to approve the Treasurer’s Report as submitted; Randy Wright seconded the motion and directors unanimously approved it.
COMMITTEE REPORTS: No Committee Reports were presented.
VICE PRESIDENT’S REPORT: Bill Simms reported that the shows he produces are doing well, particularly the FFA Livestock and Commodity
Reports and the Weather Show with Kerry Jones, which is now recorded viatelephone, instead of live.
PRESIDENTS REPORT: Art Swenka reported that he and Bill Simms had mowed and cleaned the station’s property. Art provided an update on the sale of .45 acres of station property to Torrance County for $1,500,
which is fair market value. The property survey is finished and the sales transaction will be completed soon.
The next Board of Directors Meeting is scheduled for Wednesday July 15, 2020 at 2 p.m. at the KXNM Offices and Studios in McIntosh.
The meeting adjourned at 3:10 p.m.
Respectfully Submitted: Approved:
RandyWright
Randy Wright, Secretary Arthur J. Swenka, President
June 18, 2020
# # # END # # #
KXNM Community Foundation Officers and Directors
Art Swenka, President | Bill Simms, Vice President | Joyce McKinnis, Treasurer | Randy Wright, Secretary
Directors: Babbi Baker | Lacey Cromer | Ladd Hagmaier | Frank McKinnis | Keith Smith | Dixie Swenka
Directors Emeritus: Pat Lincoln | Norm Onarheim | Matt Page | Rhoda Geduld