TRENT RADIO MINUTES 7 February 1997 MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF TRENT RADIO, held at the Senior Common Room, Peter Robinson College, Trent University, Peterborough Ontario, on 7 February 97. P R E S E N T: Andrew Fogarasi, Dean Girard, Lisa Howard, John Muir, Danielle Tassie, Emily Watkins. R E G R E T S: Barb Bell, Franca Cioffi Also present; John Muir (GM) The meeting was called to order at 2:10 p.m. with Andrew Fogarasi acting as Chair and Lisa Howard acting as Secretary. With all the directors being notified of the time and place of the meeting, and with a quorum present, the meeting was declared duly constituted. An agenda was agreed upon and discussion followed. Minutes Minutes of the January 10/97 meeting were unavailable. Business Arising: John Lewars has paid his membership fee. Dean Girard is working on a sponsorship guide. Franca Cioffi is not yet on the Trent Communications distribution list. John is to do a confirmation of numbers (i.e. confirm the numbers of students) with Trent. The purpose of this is to make sure that T.R. is receiving the exact amount owing to it in terms of memberships. Barb Woolner has arranged for the creation of a new girl-guide radio badge. Programme Director's Report (respectfully submitted by Andrew Fogarasi) Bryan Oliver is still working on the computer for the on-air studio. There will be special programming for Black History Month and Wellness Week and International Women's Day. Dean has agreed to give thanks to Power Broadcasting in Trout Rodeo which should come out on 25 Feb 97. UPON A MOTION duly made, seconded and carried the Programme Director's report was accepted. Manager's Report: John Muir gave a report of his activities as Manager of Trent Radio. He has been working with Promethean in preparation for the frequency change and power boost. It was noted that Promethean offered to put alligator clips in John Muir's nose. The E.T.A. for testing by Industry Canada is March 15/97. The change in frequency and new on-air date is dependent on their report. It was noted that Promethean was a month late with some of their work. Committees: Fundraising & Special Events Barb Bell's report was given by John Muir. She proposes to sell tickets for a bus trip to Casino Rama as a fundraising activity. The money would be raised by selling tickets for three buses to the casino. The Board expressed confidence in Barb Bell's ability to organise such an event. UPON A MOTION duly made seconded and carried Ms. Bell's proposal to organise transportation to Casino Rama (in Orillia) on Saturday April 12/97 as a fundraising event was accepted. Barb Bell also sends notice of another possible fundraiser sometime in May. Propaganda & Publications Dean Girard has received seven articles for Trout Rodeo. He is working with Tony Tarle in an effort to make it more 'user friendly'. Tony is an expert in layout. Radio Reconnaissance & Outreach Danielle Tassie has agreed to distribute the new Trout Rodeo to some of the areas that may potentially be able to receive our new signal (in preparation for the frequency and power changes). Lisa Howard has agreed to write an article for the Arthur about the frequency change. She agreed to a tentative deadline of March 1st. Trent Radio's Bank Loan Trent Radio is in the process of negotiating an agreement for a demand loan of 20,000 dollars with the Bank of Montreal. The agreement will allow for an annual revue of our books by the Bank of Montreal, and affirms that they are second in line after our mortgage (in the event of a default). They will also require receipts for the first 15,000 dollars. It is the intention of Trent Radio to pay this down out of fundraising and advertising revenue. It was noted that at the Board meeting held on 16 April 96, the following resolution was passed; Upon a motion made seconded and carried, be it resolved; to negotiate a twenty thousand dollar demand loan with the Bank of Montreal (hereinafter called the bank), repayable over a five year period at a rate of prime of 2 %, that there be blended payments of interest and principle. The Board of Directors of Trent Radio will give the bank a general agreement to sell or mortgage the house at 715 George Street in the event of default. Loan repayments are to be made from Fundraising and advertising revenues i.e. Two thousand five hundred to be raised from Fundraising and advertising revenues i.e. Two thousand five hundred to be raised from Fundraising, two thousand five hundred from ad revenue. This was passed prior to final negotiations with the Bank. The final agreement with the Bank is contained in the resolution below. It was recommended that this resolution passed by the Board on 16 April 96 be rescinded and replaced by the following; UPON A MOTION duly made, seconded and carried Trent Radio accepted a demand loan from the Bank of $20,000 pursuant to Trent Radio's application to the C.R.T.C., approved 20 January, 1997. UPON A MOTION duly made, seconded and carried the Board resolution of 16 April 96 pertaining to the matter of the demand loan is rescinded. UPON A MOTION duly made, seconded and carried Trent Radio agrees to the following terms and conditions for the purpose of providing capital and operating funds related to Trent Radio's provision of a radio service to Peterborough and the surrounding area. The Terms and Conditions: $20,000 Demand Loan Non-Revolving - to assist with the upgrading, with invoices to be supplied to support all costs. Repayment terms - Re-payable in calculated blended monthly instalments over 60 months. Payments shall be reviewed annually to ensure full repayment within five years. Interest Rate - Bank of Montreal Canadian Dollar Commercial Prime rate plus 2.5%. Application Fee- $200 (Inclusive of Out of Pocket Expenses). All other annual administration fees have been waived. Security and Documentation - Trent Radio shall give the Bank of Montreal a General Security Agreement over its assets. Also Trent Radio accedes to a Letter Of Undertaking. a) agreeing not to sell and/or encumber property owned without the prior knowledge and consent of the Bank; b) agreeing to raise mortgage funds over the property to a sufficient amount to liquidate Bank indebtedness in full and/or give to the Bank collateral mortgage security over Trent Radio's property if so requested by the Bank. Also Trent Radio agrees to provide the Bank with a certified copy of Trent Radio's Board of Directors resolution authorising these borrowing and agreeing to the terms and conditions as set out in the Bank's letter prepared by E. Eileen Grady, dated 23 April 1996. And Trent Radio shall furnish a copy of the notice of approval from the C.R.T.C. It was noted at this time that the Bank of Montreal Canadian Dollar Commercial Prime rate was 4.75 % on 6 February 1997. Trent Radio will draw the loan in two instalments ($15,000 & 5,000) to match the requirement for operating funds previously spent on the capital freq and power project. Invoices are to be filed within 60 days of the second draw. Any Other Business Trent Radio is having T-Shirts printed up with a fish and 92.7 F.M. printed on them. The fish is a recurring Trent (Trout) Radio theme. C. Fish. Fish. Fish. etc. The shirts are from an original design by Nicole Bauberger. They will be sold for 5 dollars to operators and 13-15 dollars to other customers. John Muir is to be laid off next month. Barbara Woolner arrives. The next Board meeting will be held in the Senior Common Room at Peter Robinson College on March 7, at 2 p.m. There being no further business the meeting was adjourned at 3:10 p.m. ___________________________ __________________________ Andrew Fogarasi, Chair H Lisa Howard, Secretary