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AIR Board *Special* Meeting 07 February 2001

Minutes of the AIR Board Special meeting held 02-07-01

The telephone meeting was called to order at Noon ET.

Attending were:
Steve Rowland - President/Chair
Dolores Brandon - Executive Director/Secretary
Kathy Gronau - Treasurer
Janet Dagley Dagley - AIRspace Editor
Keith Brickhouse
Tanya Ott
Dmae Roberts
Steve Robinson
Steve Spencer

Maureen Jackson
Sue Schardt
Rebecca Rumsey

To vote on whether or not to accept PRI's (most recent)** offer to invest $10k toward the creation of an AIR Hour - a proposed showcase for AIR member work to be carried on Sirius as well as Public Interactive.

Motion on the floor:
Do we the AIR Board accept or reject this latest PRI offer?

It reads as follows.
PRI is willing to extend the offer of the $10,000 to AIR with the following understanding:

1) If you receive full funding from CPB, PRI will have the right to distribute 39 quality hour-long programs via DARS Satellite as described in the grant proposal. These rights will be exclusive for Satellite broadcast (in other words, DARS satellite distribution can not be offered to any other entity. The distribution rights will also extend to nonexclusive Internet distribution via Public Interactive. We would like to have rights for 3 years.

2) If you do not receive the funding from CPB, AIR will still be obliged to provide 13 hour-long quality programs for distribution via PRI's DARS Satellite Channel. DARS Satellite exclusivity required in this case as well. Distribution rights would extend to non-exclusive Internet distribution via Public Interactive.

3) If you receive partial funding from CPB, we will negotiate in good faith as to how many programs you will provide for PRI's DARS Satellite distribution.

Motion rejected 8-1

Summary details of the discussion:
Kathy Gronau called the meeting in response to a request from PRI.
The purpose of the meeting was to revisit the issues surrounding the $10K investment offered to AIR by PRI.

Steve Rowland recapped the issues:
Basically he went over the history of the relationship between AIR and PRI as regards the AIR Hour, and PRIs $10K investment.

The key points are:
Sue Schardt had some informal conversations with Bruce Theriault (formerly with PRI) at last years PRC (2000) in which the idea of an AIR showcase hour was hatched. On the basis of those very casual conversations, PRI wrote into their CPB proposal a paragraph in which they committed themselves to working with AIR to create the aforesaid "hour"

PRI's contact with AIR after that initial conversation with Schardt continued in a very informal manner and culminated in another very casual meeting at the PRPD between Theriault, Gronau and Brandon in which Theriault offered AIR $10K as an investment in AIR's pulling together this showcase.

In subsequent email dialog between Rowland and Theriault AIR basically said we could not accept an offer that made no provision for paying our members an adequate fee for their work and no provision for AIRs production or administration of the program.

The $10K PRI said it was willing to invest came with definite stipulations: if they were to invest this money, they wanted a guarantee of between 13 and 36 programs in the first year. Clearly $10K wouldnt allow AIR to do that and we told PRI so. In a letter sent to Bruce Theriault, Marianne Moore, Heidi Schultz and Pat Scott AIR turned down the PRI offer

AIR then decided to apply to CPB for funding of the project. When we floated the idea before CPB they were very clear, the strength of an AIR Hour proposal would hang on AIR having received a commitment from one of the networks to partner with AIR to guarantee carriage on Sirius of some other satellite entity.

AIR's Executive Committee (Rowland, Brandon, Dagley Dagley) entrusted Kathy Gronau with the responsibility for writing the CPB proposal and assigned her to be the AIRs liaison with PRI.) Gronau suggested to PRI that if we got the CPB money AIR would like to come back and negotiate the terms of our partnership, and also accept the $10K investment. AIR wanted to assure CPB that the PRI offer was firm. PRI said fine, they would wait until CPB made its decision.

What happened next?

As part of our mentor program budget AIR had money to do a member survey: we decided it was appropriate also to find out what programs members might have available and what their thoughts were regarding an AIR Hour.

**Based on the results of that survey Kathy believed AIR had programming and the will of the membership to go forward. She went back to PRI and asked where they stood as regards the $10K investment. In response PRI issued the three point offer and set a deadline for AIR to respond.**

She lobbied the AIR Board with this latest proposal and called the special meeting.

For most of us the landscape had not changed. $10K still would not allow AIR to pay producers, would not provide administrative, production overhead and so we once again are turning the offer down until we hear from CPB.

Here are some of the points argued at the special meeting.

AIR gets some money.

It is a new medium and experimental.

There is no money in the new technologies.

It is working with PRI, which is a major force in public radio.

Serves some producers who want to have their shows heard on this platform.

The programs are already in the can; producers have already been paid for them.

It would be the beginning of our group marketing for AIR members.

Sirius's overhead is extremely high, they are launching satellites and making deals with car companies. They have not put money into content development.

We would be setting a bad precedent re: producers payment in new media.

**The terms do permit us to meet the standards set in the AIR/PAG Code of Fair Practices for Working with Freelance Producers.**

It is not classy, there's no vision to the 13 week (option #2) trial series; the results are likely to be shoddy.

It is a compromise, and makes little sense to rush into this in order to give a few members exposure.

Even were we to use the $10K to pay producers $500 per hour for the first 13 week trial, is the remaining $3,500 enough to deal with choosing the work and arranging the contracts with producers? There is no acknowledgement of the cost involved in producing even a no-frills first series.

Who's going to do the marketing? If AIR, not enough money.

We do not know how long Sirius will be in business or how long it will take for it to be heard by people in cars.

We could skip this money and try to go to other funders.

Dolores Brandon prepared the Minutes of this special meeting.