Board Meeting Minutes

Board Meeting Minutes:


2013 Meeting Minutes


Meeting of the KBOO Board of Directors 2013/01/07




January 7, 2013

6:00 p.m. to 8:10 p.m.


Board Members Present: Marc Brown, Lyn Moelich, Hadrian Micchie, Rabia Yeaman, Matthew Bristow, SW Conser, , Paula Small, Jeff Kipilman, Damon Isiah Turner, Lisa Loving

Board Members Absent: Michael Papadopolous

Staff Present: Lynn Fitch, Ani Haines, Zale Chadwick, Andrew Geller

Public Present: Mark Fulop, Louis Sowa, Kurt Lauer, Thomas Sullivan, Robert Barncord, Mark Allyn


Agenda Approval

Motion to approve the agenda




November Minutes Approval

Motion to Approve the October minutes




Manager Report

  • KBLU is finishing up construction on the facilities required by the FCC. 
  • Manager will be meeting with the HR contractor regarding new employee policies
  • Also working on developing the management structure
  • Manager has taken all the staff policies apart and has started to rewrite those policies
  • Intends to have the new policies done by the end of the fiscal year and will check in monthly with the board
  • Manager has spoken with a volunteer who is interested in helping out with developing a vision for the board and KBOO
  • Manager has been doing a weekly “navigator report”
  • Major problems with the website that will require major work/overhaul on the site.  Will be changing website hosts
  • KBOO made lots of money on the year-end appeal
  • Once in a Blue Moon event coming up in February
  • Manager will be meeting with the Oregon Historical Society to partner on the archiving program
  • Several grants are in the works
  • Five grants are due by the end of February and help will be needed to meet deadlines
  • MMT report will be done by the end of January
  • Planning for the 45th Anniversary and member drive is underway


Motion to approve visioning contractor for no charge with the details to be worked out over email





Committee Reports


  • Finance Committee: Did not meet
  • Development Committee: Did not meet
  • Programming:
    • Programmer contract will be coming out shortly
    • Programmers will be meeting
    • Evaluations will commence shortly
  • Personnel/Governance: Discussion regarding changes that may occur as a result of the new policies


Clinton Street Theater Partnership


  • First RadioPicture is Thursday-Talk Radio
  • Doors open at 6:15
  • Lisa will introduce the series and give a perspective
  • She will then interview Carl Wolfson who will provide opening remarks
  • Tad Savinar, a co-author of the play and movie will be on the air tomorrow
  • February will be La Contessa Live including contests, sing-alongs, Valentines, and the Vancouver Titans
  • Good responses from programmers
  • Director presence is encouraged
  • Matthew and Hadrian will staff a membership table
  • Request to make the work group part of the Development Committee


Board Policy Manual


  • Cindy Cumfer provided an overview of the process to develop the board policy manual
  • Cindy walked the board through the sections and provided an overview
  • Open discussion:
    • Comment that the Governance Committee will be fundamentally different
    • Comment made regarding the role of the Personnel Committee
    • Regarding employment policies, Cindy recommended consulting an employment law specialist
    • Comment made that our employment contractor has concerns over our current policies
    • An employee manual will be developed
    • Question regarding naming one staff member (ED) in policy manual but not any other staff
    • Response that the board indicated a desire to delegate authority to one person
    • Comment that the new policies set boundaries between the board and staff
    • The policies do not close the door to other management structures
    • Policies can be changed if the board ultimately decides to change the management structure
    • Question regarding board composition/FCC rule (BPM Part 5, sec 3)
    • Cindy clarifies that the way it is written, the policy would be an elimination of the lowest vote-getter
    • Comment that bylaws Art 5, sec 8 that may conflict with the FCC rule

Question called


Motion that the board approve the Board Policy Manual to be effective immediately


In Favor: 9

Opposed: 0

Abstain: 0


Board Training Manual


Mark distributed the draft of the training manual and provided a brief overview of the training modules.  He would like comments by January 16, 2013.


New Business


Member at Large position on the Executive Committee

Matthew Bristow has been the temporary appointee

Lisa Loving withdraws her name from contention

Motion to appoint Matthew as the Member at Large to the Executive Committee




Adjourn: 8:10 pm.




Meeting of the KBOO Board of Directors 2013/01/28


January 28, 2013

6:00 p.m. to 9:00 p.m.


Board Members Present: Marc Brown, Michael Papadopolous, Hadrian Micchie, Rabia Yeaman, Matthew Bristow, SW Conser, , Paula Small, Jeff Kipilman, , Lisa Loving

Board Members Absent: Lyn Moelich, Damon Isiah Turner

Staff Present: Lynn Fitch (via telephone)

Public Present: Mark Fulop, Ben Hoyne, Zale Chadwick, Ani Haines, Robin Ryan, Mark Sherman, Kurt Lauer, Ivan Green


Agenda Approval

Motion to approve the agenda


6 in support

0 opposed

1 abstention

Agenda approved


January 7 Minutes Approval

Motion to Approve the January 7 minutes

7 in support

0 opposed

1 abstention

Minutes approved


Board Training Manual

Mark Fulop


A comment was made that the training manual should prove helpful for recruitment

The document can be adjusted as needed

Mark Fulop will be available to help with role playing

Lyn and Hadrian are going to work on developing the candidate training

A note that the last section is a board self-assessment: the board should establish a baseline this year and then ensure that the board is on track in the training.


Motion to thank Mark and declare the document delivered


Unanimous in support

Motion passes


Motion to approve and accept board training manual


Unanimous in support

Motion passes


Closed Session

Motion for closed session


Unanimous in support

Motion passes


Conflict of Interest Policy

As part of the Board Policy Manual the board adopted a conflict of interest policy and the policy requires all board members to sign it and disclose all conflicts each year.  In addition, it is requested that each director sign the director job description.


Governance Committee

Although this item asks for the board to create a board level Governance Committee, the board already created that committee when it approved the board policy manual.

Comment made that the membership should be open to all members

Response that the board already voted on the committee and its structure


Motion to dissolve the Personnel/Governance Committee retaining the Personnel Committee that is in the bylaws and a Governance Committee created by the new board policies.


8 in support

1 opposed

Motion passes


Board unanimously approved the following members for the Governance Committee:


Hadrian Micchie

Rabia Yeaman

Jeff Kipilman

Michael Papadopolous

Matthew Bristow


Member Dues Policy

Motion to refer to the Development Committee the question of whether the board should amend the Membership Dues Policy to increase the annual membership rate.  If the committee recommends an increase, the committee shall recommend an amount of increase.


A suggestion was made about possibly creating a new structure with several levels including youth, contributor, member, and volunteer

Unanimous in support

Motion passes


Committee reports


Nominating Committee

The tentative schedule has been set for the 2013 elections

The committee may change the forum to a one-on-one interview of each candidate

The committee discussed how it can incorporate the new training manual into the recruitment and election process



Invited Lynn to come to give an update regarding programming goals

She said the committee could be involved in surveys

The committee wants more local programming, local news, more representation from the community, and to use resources more efficiently

Evaluations have not begun and seem to founder

Erin is trying to help the committee develop an evaluation process

Erin is holding back on programming contracts pending new policies

Library needs work

Comment that volunteers are being deployed to organize, digitize and maintain library


Finance Committee


Sept 2012 financials have been sent out to board

The board has seen these before but a few additions made to reflect some late invoices

FY13: expenditures from Sept ongoing through new FY

The FC is working on getting first quarter financials out

Revenue is running to budget even without sweepstakes

We got money in as a result of the end of year appeal

Salaries are on budget

We had increase in cost of benefits.  We have no control over them


New business


Bill for grant writing on FY12 budget but was not spent until FY13

Motion to add $1,025 for grant writing expenses to FY 13 budget as it was a carryover from the FY12 budget


Unanimous in favor

Motion passes


Legal fees were incurred on behalf of foundation but not approved by the board

Motion for board to approve $3,600 in unapproved legal expenses with acknowledgement from the board that there will be additional billings related to those expenses



Comment regarding concern over retroactive approval of spending without details and an insurance that this does not occur again

Response that the funds are already budgeted in that the amount is in the budget

This is really more of an info report because money is already allocated but the proper procedures were not followed

The itemization was previously sent in a fiscal report

Question if this is the same as an individual board member sought legal advice.

Answer is that no board member has the authority to act in that manner

Statement that the board president has authority to enter into contracts

Comment that the act to seek legal advice was taken in lieu of active executive committee

Neither the ED nor the board approved of the specific expenditure

5 in support

3 opposed

1 abstention

Motion passes


Hadrian notes that reason for voting no because feels like he was not adequately informed


Board training

Information regarding the possibility of having board training with brush on the topic of consensus facilitation.  The cost would be $100

Motion for board to approve a $100 expense to pay brush for training in consensus facilitation



Concern expressed that such an expense is not fiscally prudent when we are boarderline exploiting a resource

Additional comment: in the past nine years, the board has never functioned better than under Roberts rules

Concern that we now have a board training manual and this would go outside that training

Support voiced because we can always use training on board processes


Motion to table the motion


7 in support

1 opposed

1 Abstain

Motion passes


Motion to refer this issue to the Governance Committee


7 in support

1 opposed

1 abstention

Motion passes


In light of past legal action taken against the foundation and in consideration of the on-going danger of being placed in violation of FCC rules or our current by-laws concerning election procedures, the Board directs the Governance Committee to cause to be drafted a by-law change to resolve the problem, for placement on the next ballot, after legal and Board review.



9 in support

1 abstention

Motion passes


Adjourn: 9:05


Meeting of the KBOO Board of Directors 2013/02/25


February 25, 2013

6:00 p.m. to 8:35 p.m.


Directors Present: Marc Brown, Michael Papadopolous, , Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, , Damon Isiah Turner

Board Members Absent: Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Staff Present: Lynn Fitch

Public Present: Ben Hoyne, Zale Chadwick, Kurt Lauer


Agenda Approval

Motion to approve the agenda


7 in support

0 opposed

0 abstention


Agenda approved


January 28 Minutes Approval

Motion to Approve the January 28 minutes


7 in support

0 opposed

0 abstention


Minutes approved


Executive Director Report-See attached report


Motion for closed session


6 in favor

0 opposed

1 abstention


Motion Passes


Entered closed session at 6:35

Exited closed session at 7:15


Motion to refer to the finance committee to recommend an increase in salary for the interim ED



6 in favor

0 opposed

0 abstentions


Motion Passes


Board led fundraising


The FY13 budget approved by the board contained $12,000 of board-led fundraising.  Any amount less than that total will increase the deficit spending.  Thus far, the RadioPictures are the only board-led fundraising event.


There is a possibility of having a major donor event to raise significant dollars

Matthew, Rabia & Damon are interested in brainstorming ideas


Vision Statement


Vision statement is value driven

The thinking is now to focus on the community and not specifically the organization

We are a community organization

A vision statement should reflect what KBOO would like to see for the future of our community and stakeholders

Vision statements have become the touchstone of decision-making


The directors were asked to think about the following three questions:


“What is the future we would wish for our community?”

“What lasting legacy would we desire for our community?”

“Who is the community we are serving?  Will they change? Have they changed?”


See attachment.


Committee Reports


Finance committee

Payroll adjustments have been approved

Financial documents have gone out



International Women’s Day on March 8

A couple of programmers have been suspended for indecency

Discusssion/brainstorming for survey questions is ongoing

Erin is soliciting ideas for programming changes



Governance will be meeting Second Monday in March


Development committee

45th birthday celebration discussions ongoing

We are looking to maximizing marketing around the membership drive/programming/events

We talked about the upcoming spring membership drive

The owner of The Refuge wants to host a birthday event-end of June

We are looking at smaller events to meet our various markets

We need to target our various audiences

Meeting next Monday


Nominations Committee

No meeting

We are beginning to ramp up for coming elections


Personnel Committee

No meeting


Emergency business



Adjourned at 8:35





KBOO Navigator Report

Board of Directors

February 25, 2013




·         The Corvallis translator went dead on February 14th. Mike Johnson went to the site and discovered that the translator is in need of repair. He was able to put a temporary 5Watt transmitter in place, (borrowed from All Classical) and so Corvallis is back on air, but at very low power. The translator is on its way to be repaired. We anticipate a cost of $500 to fix the old unit, but if it is in need of replacement the cost will be upwards of $3,000.


·         KBLU-FM has filed a “Notification of Suspension of Operations / Request for Silent Station”. This is also the reason that the Pendleton group has had difficulty moving ahead with the project.




·         I had a lengthy meeting with Gary and we discussed next steps, such as transferring the license once they have are operational. They anticipate this to be within 6-9 months. A schedule for repaying their loan to KBOO will occur at this time as well.


·         I am recommending that KBOO pay the FCC filing bills, related to KBLU-FM, from Michael Brown, until the transfer of the license does take place – thus avoiding any misunderstanding with the FCC, as to who is the rightful owner of this license and who is actually requesting the different FCC status applications. As this is our license renewal year, we do not want any issues out there that could cause a delay in the KBOO license being renewed in a timely manner.


·         I am requesting that this topic: “Analysis of New KBOO Translators, and Options for Existing Corvallis Translator” - (supported by an informational document prepared by Michael Brown, under my direction) by placed on the March 2013 agenda for a full discussion by the board. I will send the summary document to the board members prior to the arch meeting. This will be a 30 min. discussion.




·         As you know, Roger has requested that he no longer host the server or act as web master for the KBOO website. I have contracted with Nat Taylor, an independent Drupal programmer / contractor to take these tasks over.


·         The KBOO website will be moved to the Amazon Cloud, on a trial basis for 3 months to determine if this will meet our needs. If it does, an annual contract with Amazon will take place.


·         The KBOO web “stream” will be moved to Linode Server (at a cheaper rate than Amazon for this specific service).


·         For about $1,500 (and during the first 1-2 months) the first items to fix, repair and re-do on the KBOO website will be: move the server, move the stream, redesign / rebuild the homepage, fix the events pages and replace the community calendar, re-create the program pages, re-do the membership form and development /membership pages, assess further needs and create a priorities list.


·         We will be determining if Drupal is our best bet for a new website. I have an intern who is currently researching foundations to approach for a brand new KBOO website and who will, with my assistance, write a capacity grant for this project.





·         Took a great amount of my time for the last two months. Was a huge success. We will probably net $3,000+. The attendees were very happy and the committee has already started planning for another one in 2014.




·         This effort is right on schedule. A new Employee Manual, which includes and is based on all the new employment policies will be “rolled out” at the March 5, 2013 staff meeting, by a representative from the HR firm.


·         A closed session with the board, during this meeting, will be held to answer any questions of the board regarding this manual and the employment policies that the executive director (station navigator) has been working on and will adopt for implementation.





·         Underwriting YTD total is $27,103


·         A special mailing to donors, regarding our “monthly giving” contribution option is been prepared and will be mailed soon. You were all placed on the mailing list, so you can see what we are saying to donors.


·         A special spring solicitation letter is bring written and will be mailed in May / June.


·         The planning for the Spring Membership Drive is well underway and will take place March 21st – April 6th. A new t-shirt has been designed and printed for this drive.


·         More infrastructure and improved processes are being worked on to expedite our deposits and ensure that everyone who donates to KBOO is thanked in a timely manner.


·         A new partnership with the ReDIrect Guide has happened and we will again be featured in the next edition.


·         More fundraising / marketing information will be presented as part of the committee reports.




·         We are doing live remote broadcasts from the Illahee Lecture Series, for times and dates of these programs please check the website.


·         There has been great response for the new Tune In, Turn On, Remember series on KBOO, featuring interviews from past KBOO reporters, directors and staff – incorporated with audio tape, these individuals were associated with - from our archives. For dates and times of these programs, visit our website.


·         Two grants were submitted for digitization of the archive tapes, one to the Collins Foundation, the other to the Miller Foundation, for a total of $80,000.


·         New partnerships have been established with the Oregon Historical Society, Portland Community Media, Jim Pepper Festival, and numerous other non-profits through our expanding – and very popular media sponsorships.


·         Meetings with all hosts will begin in early March. Erin and Ani are hosting these meetings, which include the new programmers guidelines and contract form. Lynn will b attending all these meetings to personally meet with all hosts, to answer their questions and hear their ideas and concerns.


·         Our remote broadcasts are expanding, and the community loves them and is requesting more and more onsite broadcasts from around Portland. The interim engineer ahs been asked to provide a cost breakdown for these events, so we can locate a sponsor or sponsors for them, as we did not budget accordingly for the expenses associated with the increased number of them. Lynn has also requested that recruitment and training of volunteers, for our engineering crew, be increased.


·         Too many more to even list.


Meeting of the KBOO Board of Directors 2013/03/25



March 25, 2013

6:00 p.m. to 8:30 p.m.


Directors Present: Marc Brown, Michael Papadopolous, , Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, , Damon Isiah Turner(until 7:15), Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Directors Absent: Damon Isiah Turner(after 7:15)

Staff Present: Lynn Fitch

Public Present: Zale Chadwick, Kurt Lauer, Kevin Card, Per Fagereng, Robert Barncord, Ani Haines, Barry Sutton


Agenda Approval

Motion to move financial committee closed session item to number 5




Concern noted about policy making body spending 60 minutes on vision development when it belongs in committee


Motion to consign vision development to committee

No second



Motion to approve the agenda as amended


8 in support

1 opposed

0 abstention


Agenda as amended approved


February Minutes Approval

Motion to Approve the February 25, 2013 minutes


6 in support

0 opposed

3 abstain


Minutes approved


Financial Committee Agenda Item

Motion to enter closed session


8 in support

0 opposed

2 abstain


Enter closed session at 6:25

Leave closed session at 6:40


Motion to approve the Executive Director salary in an amount that will be relayed to the financial coordinator by the treasurer




Vision Development

With the assistance of Michael Beck, the directors participated in an extended discussion of the vision of KBOO with the goal in the next few months of creating a strong statement of the vision of the KBOO Foundation.


Executive Director’s Report

  • The new Human Resources policies have been distributed
  • Some staff requested changes will be made
  • The Executive Director attended more than 15 meetings with volunteers and hosts
  • There have been additional meetings with volunteers who are supportive of changes
  • There has been much work on the spring membership drive
  • We had an advertisement in the Oregonian with new T-shirts
  • Much work is being done on website
  • FCC translator issues continue
  • The station continues planning for 45th birthday celebrations


Committee Reports



Will have a mid-year budget review next months

The Finance Committee will be trying to set a date and time for budget retreat/mid-year budget review/ looking to FY14



Door to door surveys will be discussed in April

March 29 will be News and Public Affairs day

April 22 will be Earth day/environmental programming day

We had one indecency suspension

Questions have been asked regarding hard knock radio and concern for more local production

We have a new sports program



This new committee is working on its structure

Hadrian is the chair

Matthew is the secretary

The committee is going to develop priorities



We need to meet

The candidate packet is ready to be posted online

With some modifications, the schedule for the election cycle is set



The Development Committee did not meet this month

Potential board led fundraising activity has been discussed-breakfast with the directors

Development started out thinking about a large event for the 45th Anniversary but after talking with hosts, there is an interest to do smaller events around the anniversary similar to the Once in a Boo Moon event


Emergency Business



Adjourn at 8:30








Annual Meeting September 15, 2013

AnnualMeeting2013.pdf96.59 KB

Meeting of the KBOO Board of Directors 2013/04/20



April 20, 2013

6:00 p.m. to 9:30 p.m.


Directors Present: Marc Brown, Michael Papadopolous, Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Directors Absent: Damon Isiah Turner

Staff Present: Lynn Fitch

Public Present: Ben Hoyne, Kurt Lauer, Per Fagereng, Louis Sowa, Bruce Silverman, Bill Resnick, Linda Olson-Osterlund, Zale Chadwick, Paul Roland, Jim Dancing Trout, Joe Clement, Eugene Bradly, Tom Becker, Jamie Partridge, Rebecca Nay, Debbie Rabidue, Mitch Ritter, Ani Haines, Daniel Flessas, Mike K, Ralph Coulson, Frann Michel, Kate Welch, Thomas Hood


Agenda Approval


Motion to combine 10-12 and put under 5 and then 9 and then 6, 7 and 8 then 13



Motion to amend the agenda to have the Governance Committee report first on the agenda



First motion withdrawn


Motion becomes stand alone-Motion to have the Governance Committee report first



5 in favor

4 opposed

1 abstention

Motion Fails


Motion to approve agenda


6 in favor

2 opposed

1 abstention

Motion Passes


March Minutes Approval

Motion to approve March 25, 2013 minutes



9 in favor

0 opposed

Motion Passes


KBOO 2.0-The Regenteration


  • Marc Brown provided background on the changes we are seeing

  • Paula Small provided a fiscal picture about the KBOO Foundation

  • Lynn explains and clarifies the current process for collective bargaining


Motion to add 15 minutes


Concern about divulging information and risk

Concern that plans have not yet been disclosed to board


Motion to amend to make it a closed session



5 in favor

4 opposed

1 abstain

Motion Fails


Original motion


6 in favor

2 opposed

3 abstain


Concern expressed by ED regarding liability to the Corporation about disclosing information


Request for a special meeting of the members for the purpose of discussing the changes at KBOO



Comment that it appears too soon

8 in favor

0 opposed

1 abstain

Motion passes


Until further notice from the Board of Directors, the Interim Station Manager (“Manager”) shall deliver to each member of the Board of Directors as soon as reasonably possible all information relevant to KBOO employee relations and KBOO collective employee action.  The Manager shall attempt to deliver information to all directors simultaneously or as contemporaneous as reasonably practical.


In particular, the Manager shall deliver information regarding communications with employees which reasonably could be construed to be an unlawful labor practice to each member of the Board as soon as reasonably possible, but in any event within twenty-four hours of receiving said information.


If the information is of a sensitive nature that should not be publicly disclosed and the Manager is not able to deliver the information to each member of the Board of Directors in a secure manner, then the Manager may instead deliver the information to the Executive Committee or any Committee of the Board of Directors that the Board has formed for the particular purpose of advising the Board on collective employee action and labor relations.



Motion to amend motion to refer the issue to the Governance Committee



6 in favor

0 opposed

2 abstain

Motion to send to Governance Committee Passes


The Board of Directors directs the Station Manager to provide to the Board a 2-3 page outline of all communications between any KBOO employees and the Station Manager related to collective employee action about workplace and employment.


The Board of Directors requests that this outline include (a) copies of all documentary communication related to collective employee action about workplace and employment; (b) names of human resources and legal staff consulted by the Station Manager since the beginning of March, regarding employee responses to the employee handbook, along with approximate hours spent and copies of their communication with the Station Manager.



Motion to amend motion to send the issue to the Governance Committee



7 in favor

0 opposed

2 abstain

Motion to refer to the Governance Committee Passes


Motion to approve the effective date for the Executive Director’s Salary increase as March 26, 2013



6 in favor

3 abstain

Motion Passes


Motion for closed session for the purpose of discussing confidential information for legal bills incurred



7 in favor

2 abstain

Motion Passes


Enter closed session at 8:40


End closed session 9:05


Motion to amend agenda to withdraw item 12



6 in favor

1 abstain

Motion Passes


Emergency Business


Motion to approve the temporary assignment of Paula Small, Treasurer, and Matthew Bristow, Vice President as signers and authorized agents on the KBOO Foundation's checking, savings, money market accounts and safety deposit box.  The temporary assignment(s) are for the time the above-mentioned hold Officer positions on the Board of Directors.  When the officer appointed is terminated, the authorization to the banking accounts will be removed.



Purpose to allow oversight of bank accounts


8 in favor

1 abstain

Motion Passes

Motion to submit written committee reports April 29



8 in favor

1 abstain

Motion Passes

(Note: No reports received by April 29.)


Motion to remove SW Conser from the board for cause

No second


Adjourned at 9:30



Meeting of the KBOO Board of Directors 2013/06/03




June 3, 2013

6:00 p.m. to 9:30 p.m.


Directors Present:Michael Papadopolous, Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Directors Absent:

Staff Present: Lynn Fitch

Public Present: See attachment A


Ground rules



March Minutes Approval

Motion to approve March 25, 2013 minutes



5 in favor

1 opposed

Motion Passes



Nomination and Election of Board Secretary 10 Minutes

Motion to nominate Rabia Yeaman to the position of Secretary to the BOD



4 in favor

0 opposed

2 abstain

Motion Passes



Motion to expand public comment and move/combine & table motions



Motion fails by a majority vote


Motion to table agenda items 6, 7, 10, 11, 12 and 13. Item 9 was removed. Items, and move items 8 and 14 to after extended public comment., and to offer 15 minutes of public comment after items 8 and 14.



4 in favor

0 opposed

2 abstain

Motion Passes






Motion to Form an Employment Law Work Group


Directors Appointments
Jeff Kippleman
Matthew Bristow
Lisa Loving


Emergency Business


Appoint members to Nominating Committee

Directors Appointments
Lisa Loving

Rabia Yeaman


Motion to allow Joe Uris to speak during the meeting


Motion fails



Adjourned at approximately 9:30














Meeting of the KBOO Board of Directors 2013/08/26

BOD_Minutes_08262013_Final.pdf180.47 KB

Meeting of the KBOO Board of Directors 2013/10/28

bod_minutes_10282013.pdf192.74 KB

Meeting of the KBOO Board of Directors 2013/11/25

bod_minutes_11252013.pdf165.62 KB

Meeting of the KBOO Board of Directors 2013/06/24



Monday, June 24, 2013

6:00 pm – 9:25 pm


Facilitator: brush

Secretary: Rabia


Directors Present: Michael Papadopolous, Rabia Yeaman, , SW Conser, Jeff Kipilman, Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Directors Absent: Matthew Bristow

Staff Present: Lynn Fitch

Public Present: (see attachment: Public Sign Up Sheet)



1.       Ground Rules & Focus: brush                                                               10 minutes

            Turn off cell phones



2.       Agenda approval                                                                                             5 minutes
Motion to move item #18 Appoint new Directors to #5
Motion Fails

Motion to move non-action items to follow action items with the exception of #18
Items #12, #13 removed by sponsor
Item #14 removed from agenda included in handout
Items 6, 10, 15 and 19 moved behind #18
Approved 7/0/0


3.       Public Comment I                                                                                            10 minutes


4.       June 3, 2013 Minutes Approval                                                                        5 minutes
Approved 6/1/0



5.       Board Policy Manual - Part 5: Board Structure and Processes                        15 minutes

Paula Small


MOTION: That the Board confirm its understanding and adherence to the Board Policy Manual, part 5: Board Structure and Processes.

BACKGROUND: Based on communications at KBOO Board meetings, via e-mail threads, via social media, etc., some Board members are not following policies outlines in the Board Policy Manual, specifically part 5. I'd like confirmation, in order to refer issues and violations of this part of the policy to the Governance Committee and/or Board.


Specifically, Board members are to speak with one voice about Board decisions, even if they were dissidents. More importantly (to Paula, who's making the motion) is the part of the policy referring to ensuring the financial solvency of the corporation (i.e. the KBOO Foundation).


Hadrian requests it be added to the minutes that he objects to the board not affirming state requirements of duty of loyalty.


3 in favor

3 opposed

1 abstention

Motion Fails





6.       Radio Pictures Work Group Check-in                                                  10 minutes

Lynn Fitch

Removed from agenda


PURPOSE: To share information about the activities of the Radio Pictures Work Group.
MOTION: Discussion, with possible nomination(s) and election(s) of member(s) to the Radio Pictures Work Group.



7.       Place Board Policy Manual in Abeyance                                                        10 minutes

Michael Papadopoulos


MOTION: Move to place the board policy manual in abeyance and refer it to the Personnel Committee as it violates the spirit of both the KBOO by-laws and strategic plan as well as the core values of KBOO.  The committee would report its findings and recommendations to the Board.



BACKGROUND: Passing this motion would provide the opportunity for the board and staff to actually work with the membership in constructing a policy manual through healthy membership participation in both membership/board meetings and through the KBOO committee structure.  It would also provide the board with the opportunity to explain the rationale of their changes and allow questions and feedback from concerned members. All former policies would be re-instated in compliance to KBOO policies in effect prior to January 2013 during this time of abeyance with the Interim Executive Director becoming the Interim Station Manager, re-installation of just cause policy, re-institution of past staff benefits, and many other changes that have occurred through the new policy manual that are not supported by the by-laws or strategic plan.  The board should issue a statement encouraging open communication between members, staff and the Board, and reaffirming the collaborative spirit at the heart of KBOO Community Radio.



Motion amended to read:


Create a board policy workgroup consisting of not more than 3 board members, any number of members, not more than one staff representative, leaving the current board policy manual active (abeyance removed from the original motion).  The workgroup will present its findings 90 days from the date of passage of this motion.



7 in favor

0 opposed

0 abstentions

Motion Passes

Motion to appoint members of the newly created Policy Manual Workgroup (see Item 7)



Amended to

Move this motion to after item #18 (Board Appointments – refer to audio record of meeting)


5 in favor

2 opposed

0 abstentions



8.       Commence good faith negotiations with the CWA                              10 minutes

Michael Papadopoulos


6 in favor

0 opposed

1 abstention

Motion Passes


MOTION: In camaraderie with the KBOO membership, move for the KBOO board to commence good faith negotiations with the Communications Workers of America.


BACKGROUND: Both the membership and members of the board have responded positively to the staff voting to unionize.  It is important noting KBOO’s history, culture, and most importantly mission; for negotiations to be conducted quickly in the spirit of KBOO.  This is essential for the health of the board leading the participatory-membership.


Lynn Fitch – negotiations have commenced and will begin July 24, 25 and July 29 at the CWA office. At least 2 board members would be joining Lynn Fitch in negotiations.


Jeff Kippleman suggests attorney Greg Kafourey as legal council for the KBOO Foundation during negotiations to work with Lynn Fitch and appointed Directors during representation.





9.       Re-creation of KBOO Governance Committee                                     10 minutes

Michael Papadopoulos


MOTION: WHEREAS the Board has created a Governance Committee as a Standing Committee of Directors, and although five directors stated an interest in serving on that committee, there was no quorum on June 10, and the meetings of May 12 and earlier did not result in advising the Board in resolving internal conflict


WHEREAS it also appears that members of the Foundation have an interest in participating in strengthening the Foundation’s Governance functions,


THEREFORE the Board shall re-create the KBOO FOUNDATION Governance Committee as a committee to advise the board of directors regarding the corporation’s governance policies and practices, and as a committee not exercising the authority of the Board of Directors in the management of the corporation. Members of this re-created committee shall include at least one Board member appointed by the Board, one staff member appointed by staff, and any member of the corporation who attends three consecutive meetings.


BACKGROUND: Even in the light of current conflict between the Board of Directors and the membership of the KBOO Foundation, it seems unlikely that the Governance Committee was deliberately created as an Article VIII Section 2 “Standing Committee of Directors” in order to prevent interested members of the Foundation from participating in KBOO’s governance by participating in Governance Committee-decisions and Governance committee advice to the Board on how to govern the KBOO Foundation in the light of ongoing conflict.




Amendment: Refer the question of the composition of the Governance committee to the newly formed board policy workgroup



7 approved

0 opposed

0 abstentions






10.    Training Role and Compensation for Board Facilitator                                   10 minutes

Lynn Fitch

Removed from agenda


MOTION: Discussion, possible action



11.    Foundation Policy Regarding Labor Representation                           10 minutes

S.W. Conser


PURPOSE: To clarify KBOO Foundation policy regarding the involvement of labor representation in the activity of the station.


MOTION: The Board of Directors is called upon to clarify KBOO policy, as to whether labor representation at KBOO is or is not in the best interests of the Foundation.  The Board may also opt to decide that the Foundation officially takes no position on this matter.


In the event that contractual developments following the submission of this agenda item and preceding the June 3, 2013 Board meeting call upon the Foundation to officially take no position on this matter, this agenda item will be withdrawn.


BACKGROUND: Confusion among the KBOO membership has followed statements in the local media, concerning Foundation policy on third-party representation.  These statements may or may not have resulted from misattribution.  This agenda item aims to clarify policy touching upon these statements.


Amended to read: the KBOO board takes no position on whether labor representation is or isn’t in the best interest of the KBOO foundation.



3 approved

1 opposed

4 abstentions


Motion Fails




12.    Offer from KMUZ                                                                                              5 minutes

Lynn Fitch

Removed from agenda


13.    Request from VOZ                                                                                            5 minutes

Lynn Fitch

Removed from agenda


14.    Update FCC Licenses Renewal                                                                        5 minutes

Lynn Fitch

Removed from agenda



15.    Duty of Care Presentation                                                                                5 minutes

Lynn Fitch


MOTION: Discussion only



16.    Request for Closed Session                                                                             10 minutes

Lynn Fitch

Motion to enter closed session

PURPOSE: Discussion of confidential personnel Issues




17.    Board President's unauthorized spending of KBOO funds                   10 minutes

Hadrian Micciche

Motion to table till July 2013 Meeting


6 in favor

0 opposed

1 abstention

Motion Passes



1. I move that S.W. Conser reimburse the KBOO funds he spent for legal fees wastefully and without authorization.

2. I move that S.W. Conser be removed as Board President.



18.    Appoint 3 Members to the Board of Directors                                      15 Minutes

Rabia Yeaman


PURPOSE: Fill vacancies on the Board of Directors.


MOTION: 3 appointments to the empty positions left vacant by the directors who have resigned.



19.    Executive Director’s Report                                                                 10 minutes

Lynn Fitch



20.    Committee Reports                                                                              15 minutes


·         Finance Committee

·         Programming Committee

·         Governance Committee

·         Personnel Committee

·         Nominations Committee

·         Development Committee



21.    Emergency Business                                                                            10 minutes



22.    Public Comment II                                                                               10 minutes


KBOO Board of Directors Meeting 2013-06-24.mp318.9 MB

Meeting of the KBOO Board of Directors 2013/07/15

BOD_Minutes_2013_07_15_Approved.pdf100.43 KB

Meeting of the KBOO Board of Directors 2013/07/29

July_29_KBOO_BOD_Minutes.pdf134.89 KB

Meeting of the KBOO Board of Directors 2013/08/06

08_06_2013_KBOO_BOD_Minutes_Approved.pdf150.43 KB

Meeting of the KBOO Board of Directors 2013/09/23

BODMinutes_09232013-Final.pdf174.01 KB

Minutes of the KBOO Board of Directors 2013/10/06

Special Board Meeting Minutes 10/06/2013.pdf54.99 KB

Minutes of the KBOO Board of Directors 2013/11/18

minutes_11182013.pdf35.3 KB

Minutes of the KBOO Board of Directors 2013/12/16

director_privilege_stataement_michaelpapadaloulus.pdf3.64 KB
bod_agenda_draft_minutes_12162013.odt189.44 KB

2012 Meeting Minutes


Meeting of the Board of Directors 2012/01/23

 KBOO BOARD MINUTES-January 23, 2012


Board Members present: Judy, Paula, Michael, Alicia, Hadrian, S.W. Conser (Conch), Lyn, Marc

Board Members absent: Keller, Chris

Staff Present: Ani, Zale, Bruce

Public Present: Grace Reed, Peter Anderson, Robert Rogers, Kate McCourt, Joe Azavedo, Per Fagereng


1. Minutes Approval: December 19, 2011


2. January Agenda Approval


3. Facilities Update: Bruce Silverman

See Facilities Update Report

4. KBLU Update

Blue Mountain Public Radio seeks to have the board reaffirm KBOO's intention to transfer the KBLU license to them once that organization has begun to broadcast


We already have a contract with that organization to transfer the license


Has that organization paid what it owes KBOO?  Pursuant to finance department, they still owe $2,000


Motion: KBOO will abide by the 2009 contract wi Blue Mountain Public Radio as written

6 Support

0 Oppose

1 Abstain


5. Elimination of Job Positions

Finance Committee recommendations:

  Severance in the amount of $2,078 to Sun (Interim Development Director)

  Severance in the amount of $100 to Bruce (Facilities Coordinator)

  Changes to Programming Department

  40 hours/week-A.M. News and Public Affairs-Kathleen

  40 hours/week-P.M. News and Public Affairs-Jenka

  30 hours/week Operations and Programming Coordinator-Erin Yanke

  30 hours/week-Volunteer Coordinator & 10 hours/week-Outreach Coordinator-Ani

  Development Department

  Sun will be laid off as of January 23, 2012

  30 hours/week-Development Coordinator (new hire)

  Membership Department: 40 hours/week-Andrew

  Administrative & Finance

  Recommendation is for the Administrator to decrease from 8 hours/week to 5 hours/week

  Staff is recommending that Administrator continue at 8 hours through February (which will have a negative impact on deficit)

  Finance Assistant will increase from 5 hours/week to 10 hours/week-Mel

  A new job description must be drafted for a combined Administrator/Finance position and approved by the board before a hire can be made for this position

  Finance Coordinator will decrease from 30 hours/week to 25 hours/week

  Facilities Coordinator will continue as a volunteer position-Bruce

  Underwriting: No change-Justin

  Web Coordinator: No change-V.J.

  Engineer: No change-Tom


Resolution #1: The board approves of the elimination of the Interim Development and Promotions Director position ad of January 23, 2012


Motion: Board approve Resolution #1

Motion seconded



Resolution #2: The board approves the elimination of the Facilities Manager position as of January 26, 2012 with the understanding that the building maintenance needs will be met through a volunteer position


Motion: Board approve Resolution #2




Motion: Board adopts the finance committee recommendation for severance to Sun for $2,078 and to Bruce for $100




Motion: Extend the Administrator's hours through the end of February


6 Support

0 Oppose

1 Abstain


Ani will contact the appropriate staff regarding the elimination of job positions

Finance and the Personnel Committee will work on the Finance/Administrative job description and refer that description to the board for approval as soon as possible


6. Reassignment of Organization Fiscal Responsibilities

Discussion regarding the Program Director position


Motion: The board discharges Chris Merrick as signer on the bank accounts and safe deposit box to be replaced with Andrew Geller




Motion: The board discharges Chris Merrick from company administrator on the 401(k) retirement plan, to be replaced with Debbie Rabidue




Marc will sign the appropriate documents


7. Committee Updates


Nominating Committee

  Discussion regarding potential candidates to fill vacant board seats

  Applications are due on February 8, 2012

  Question regarding checking references

  References will be checked


Personnel and Governance Committee

  Much already covered earlier in the meeting

  Clarification made regarding the Finance/Administrator job description

  Debbie will be working on a draft and checking on internal controls

  Currently gathering data on the Engineering position

  Need to review Policy 26 regarding comp time

  Need to work on a Volunteer disciplinary code

  Question regarding salary on the Development Director position

  Comment that the decision has been made and the board needs to do nothing


8. New Business

Staff liaison addresses some staffing concerns voiced by the board


Motion: Write a letter commending Chris Merrick for his many years spent at KBOO


6 Support

0 Oppose


Conch agrees to write the letter


Reinstatement of Spider Moccasin

Discussion of background and history

There does not appear to be a standing exclusion

No board action necessary




Meeting of the Board of Directors 2012/03/26

 KBOO BOARD MINUTES-March 26, 2012


Board Members present: Paula, Michael, Alicia, S.W. Conser (Conch), Lyn, Marc, Keller, Ben (after board appointment)

Board Members absent: Judy, Chris, Hadrian

Staff Present: Ani, Zale

Public Present: Kurt Lauer, Per Fagereng, John MacKey


1.    Minutes Approval: January 23, 2012


Comment made that when an individual is invited to present a report to the board, time should not be taken up with a presentation when a written report is supplied


5 for approval

0 opposed to approval

2 abstentions


January minutes approved


2.    Board Vacancies


The board has two vacancies resulting from two resignations.  The Nominations Committee recommended Kate McCourt and Ben Hoyne to fill the vacancies with terms expiring in September 2012.


Motion made to appoint Kate McCourt as a Director of the KBOO Foundation with a term expiring in September 2012.


Motion approved by consensus


Motion made to appoint Ben Hoyne as a Director of the KBOO Foundation with a term expiring in September 2012.


Motion approved by consensus

(Note: Ben joined the board at this point in the meeting)


3.    Finance/Budget Update


The board received the January financials with the agenda packet

Paula will email the February financials

Paula will ask Debbie to send out a five-year financial perspective


Motion made to create a board workgroup to develop a strategy for board led fundraising

Brief discussion regarding the board’s authority to create a workgroup consisting of board members alone and whether the group must provide notice to the membership


6 for approval of the motion

0 opposed to the motion

2 abstentions

Motion carries


Keller and Paula volunteer to participate in the workgroup


4.    Policy 26: Retirement


Pursuant to Policy 26, the board must vote on an amount between 0% to 10% of eligible gross wages to contribute to a qualified employees retirement account. 


A motion is made that, pursuant to the Finance Committee’s recommendation, the board elect to have a 0% contribution from the KBOO Foundation to the eligible employees’ individual retirement accounts of the 401(k) plan for the 2011 calendar year.


Staff liaison noted that the staff has no expectation of a contribution in a deficit year



7 for approval of the motion

0 opposed to the motion

1 abstention

Motion carries


5.    Board/Committee Communications


The Personnel/Governance Committee seeks to reaffirm board/committee communication procedures and offer guidelines for facilitating smoother electronic communications


As a Governance issue, the

Personnel/Governance Committee respectfully asks the Board to reaffirm the role of the

Board Committee Liaison as indicated by Policy 66, which provides, in part,

"1.    Advising the Board as early as possible of suggested policies as they are

drafted by the committee.

"2.    Requesting appropriate Board meeting agenda time for discussion and

consideration of proposed policies.

"3.    Prompt and clear communication from the Board to the committee,

especially if a proposed policy is declined by the Board, or if the Board has

suggested revisions to a proposal."


The Personnel/Governance Committee also asks that we all be succinct and respectful of each other's humanity and time in our email communications, with the idea that we all

are working cooperatively for the betterment of the Station. To be able to track

information efficiently and accurately, please limit discussion on email threads to the

subject line.  If you wish to discuss a different topic, please change the subject line or

start a new [email] thread.


Discussion ensued regarding a specific time to submit committee minutes


6.    Board Blog


Discussion commenced regarding the Board Blog on the KBOO website and the best use of the blog.  The primary concern is that individual directors may not represent the view of the board as a whole.  A suggestion was made that all posts be vetted by email.  An addition suggestion was made that the Nominations Committee develop board blog protocols.


A motion is made to officially place the board blog on hiatus until protocols are in place.


7 for approval of the motion

1 opposed to the motion

0 abstentions

Motion carries


A motion is made for the board to refer the development of board blog protocols to the Nominations Committee.


7 for the approval of the motion

1 opposed to the motion

0 abstentions

Motion carries


7.    Affirmation Re: Article X of the KBOO Bylaws


A motion is made that the board affirm that the board has the authority to approve “minor editing changes that do not change the meaning or intent of the original bylaws.  Such changes will be limited to grammatical and spelling errors” as per “Bylaw Article X 27 January 2012 Memorandum.”



3 for the approval of the motion

1 opposed to the motion

3 abstentions

Motion fails


A motion is made to affirm that the correct version of Article X, as adopted by the members in 1990 is incorporated into the bylaws



Discussion ensued regarding whether this is an appropriate action of the board


Alternative motion presented

No second


Vote on the original motion

4 for the approval of the motion

1 opposed to the motion

2 abstentions

Motion carries


8.    Disciplinary Action


At the February Board of Directors’ meeting, Michael Papadapoulos purposely absented himself, without prior notice or excuse, for the express purpose of ensuring that the board did not have quorum and therefore could not act.  This was done to preclude a vote on one agenda item.  He was present at the station just prior to the meeting.  As a result of his decision, the board was unable to act on several other items.  His actions were not in the best interest of KBOO.


A motion is made to refer to the Nominations Committee a request to advise the board on the appropriate disciplinary action, if any, for Michael Papadapoulos.




A friendly amendment is made that the Nominations Committee research disciplinary action about any board member who purposefully absents him or herself to obstruct the business of the board


Concern voiced that the amendment is really a different motion or issue.


Amendment seconded

2 for the approval of the amendment

4 opposed to the amendment

1 abstention

Amendment fails


Vote on the original motion (note: a director requested that the roll call of the vote be included in the minutes)


4 for the approval of the motion






2 opposed to the motion




1 abstention



Chair votes in favor

S.W. Conser


Motion carries


9.    Committee Reports


Nominations Committee


Moving forward with updating the director application and packet

Also moving forward on securing a speaker for the annual meeting

The annual meeting will be on Saturday, September 15, 2012 at People’s Food Cooperative Community Room

The committee is also in the process of planning a KBOO in the Park event for August 18, 2012


Programming Committee


Chair of the programming committee would like minutes to be approved before distribution.  If the minutes are not approved, then those minutes are the unofficial minutes of the committee

The committee discussed programming guidelines

There will be a sex advice show on KBOO from May to September

The committee brainstormed about how to deal with programming and how to review programming equitably


Personnel/Governance Committee


The committee will consult with Nina Cook regarding Policy 26-Compensatory time.  Andrew and Zale will follow up

The committee is working on the combination of the administrative and financial assistant positions

The committee is gathering information regarding job descriptions for the Chief Engineer position from similar stations

Policy 21 needs a revision due to being too prescribed regarding discipline

Finance Committee


A reminder to really keep an eye on the budget

Mid-year budget will be coming out shortly and will provide a better perspective on the rest of the year


10.  New Business


Board/Staff Retreat will be held from noon to three on Sunday, April 8, 2012 at KBOO.




·         Marc will post the January minutes on the KBOO website

·         Zale will provide a board binder to each of the new directors

·         Paula will email the February financials

·         Paula will ask Debbie to send out a five-year financial perspective

·         Zale will make the changes to the online version of the bylaws and supply an updated version to the Secretary of State and FCC


Meeting adjourned at 8:24 pm


Meeting of the Board of Directors 2012/04/23

 KBOO BOARD MINUTES-April 23, 2012


Board Members present: Paula, , Alicia, S.W. Conser (Conch), Lyn, Marc, Keller (at 7:00), Ben, Kate, Judy, Hadrian

Board Members absent: Michael, Chris

Staff Present: Ani

Public Present: Kurt Lauer


1.    Agenda Approval


Judy would like to get an update on membership drive strategies

Agenda approved unanimously


2.    Minutes Approval: March 26, 2012

Motion to approve the March minutes


7 In Favor

0 Opposed

1 Abstain


Minutes approved.

Marc will post


3.    Staff Management Workgroup


At a board/staff retreat, the group unofficially decided to form a board/staff workgroup to develop and recommend a plan for station management.  The group would be assisted by an outside consultant

Comment made that a decision needs to be made now and not punted down the road again

Concern voiced about the staff response to board proposal and its ability to manage

Concern voiced that a consultant would be a poor use of resources at this stage without a clear plan in place

Concern voiced about the fiscal impact of a third party consultant

Staff indicted a desire to collaborate with the board to govern and run the station


MOTION #1: To create a Staff Management Workgroup consisting of three directors and three staff members to work with an outside expert to develop and recommend a staff management proposal.



4 In Favor

1 Opposed

3 Abstain


Motion fails


Amended motion proposed to form the workgroup without the expert.



Motion to re-invite the staff to respond to the team proposal letting the staff respond

No second.


First motion reintroduced


6 In Favor

1 Opposed

3 Abstain


Motion passes.


MOTION #2: To nominate three directors to the Staff Management Workgroup. 



5 In Favor

0 Opposed

2 Abstain


Motion #3: Any new position created by the workgroup be subject to hiring process



2 In Favor

0 Opposed

5 Abstain


Kate, Marc, and Ben appointed to the committee by the board


4.    Chehalis Update


The attorney cost for filing the tolling document with FCC will be between $280-400.

When the frequency was granted to KBOO, we had three years to begin construction

Tolling agreement stops the clock for six months while appeal is pending

Must be filed every six months

Comment that the understanding of the board at the time the agreement with Common Frequency (CF) was that KBOO would turn over the frequency to CF

Comment that the boards decision was that limited money would be expended

To date, KBOO has invested $18,000


Motion made to approve a payment of no more than $400 for a six-month tolling agreement



0 In Favor

6 Opposed

2 Abstain

Motion fails


Motion to suspend the expenditure of any costs or fees related to the Chehalis frequency and require CF to cover all future costs and fees that may be incurred.



6 In Favor

0 Opposed

3 Abstain

Motion passes


5.    Policy 26 revision


Only a section of policy being updated


Motion to replace text in Subsection to Policy 26 Compensation and Benefits

with the following language (underlined text in new):


Most positions at KBOO are categorized as nonexempt under the federal and state wage and hour laws concerning overtime. Whether your position is exempt or nonexempt depends on your job duties and is established at the time you are hired or if significant changes in your position warrant. 


KBOO does not pay overtime wages to employees who are exempt from state and federal law. KBOO encourages exempt employees to maintain a healthy work/life balance, noting there are ebbs and flows in the work cycles, and to take advantage of slower periods by adjusting their work hours accordingly.


KBOO pays overtime to nonexempt and hourly employees who work more than 40 hours in any work week. Overtime will be paid at the rate of one and one-half times your

regular hourly rate. Holidays and vacations, even if paid, are not counted as overtime

hours and are not included in the calculation of overtime pay. 


Nonexempt employees (including hourly employees) shall not work overtime hours

without prior authorization from the Staff Collective. Hourly employees shall not work

more than budgeted hours.


Concern expressed over the text: The ebbs and flow concept is too vague


Friendly amendment change "staff collective" to "staff management


Vote on friendly amendment

8 In Favor

0 Opposed

1 Abstain

Amendment passes


Vote on motion as amended:


7 in favor

1 Opposed

1 Abstain

Motion, as amended, passes


6.    Removal of Chris Andreae as a Director


Chris has not attended board meetings in over three months

Comment that it should be noted that the removal is “for cause.”


Motion to remove Chris Andreae as a director due to her non-attendance at board meetings.



7 In Favor

0 Opposed

1 Abstain

Motion passes


7.    Strategic Plan update


Discussion regarding updates from the staff

Most directors voices the opinion that they would like to see the reports in table form

Clarification regarding the role, purpose, and scope of the strategic plan workgroup was sought

Will revisit in another meeting



8.    May meeting date


May meeting date falls on Memorial Day

Suggestion made that the board look for conflicts at the start of the year rather than on a piecemeal basis

May 21, 2012 proposed for the next board meeting

All approve

Marc will make a note on the website

Ani will change on the board


9.    Committee Updates



Committee is working through strategic plan items

Committee is also working on completion of the programmer survey



Committee spent time on policy 26

The combination finance/admin position is being worked on

Zale is working on gathering information on Engineers at similar stations

Committee is also working on the voluntary disciplinary code and Policy 21



Meeting will be this Wednesday so nothing new to report


Engineering Workgroup

Currently not meeting



Need to recruit new members to the committee

David Barsamian will be speaking as a fundraiser for KBOO

The committee should know something in the next few days regarding filling the Development Director position


10.  New Business


Finance Committee would like to appoint Ben as the second board member on the committee



Staff report-What is the purpose and what are directors supposed to do with the reports

The report was initiated during the transition period to update the board

Originally it was done by one person but now all department heads contribute


Motion for the staff to submit the monthly staff report on the Monday prior to the board meeting


6 for

0 opposed

3 abstain


Motion passes


Motion for the staff liaison to email the staff meeting minutes to the board weekly


7 for

1 opposed

1 abstain

Motion passes



Meeting Adjourned 


Meeting of the Board of Directors 2012/11/26


November 26, 2012
6:00 p.m. to 9:30 p.m.
Board Members Present: Marc Brown, Lyn Moelich, Hadrian Micchie, Rabia
Yeaman, Matthew Bristow, SW Conser, Michael Papadopolous, Paula Small, Jeff
Board Members Absent: Damon Isiah Turner, Lisa Loving, John Mackey
Staff Present: Lynn Fitch, Ani Haines, Zale Chadwick
Public Present: Mark Fulop, Per Fagereng, Tim Flanagan, Louis Sowa, Robert
Barncord, Grace Marion, Kurt Lauer, Kathy Bushman, Chris Henry
Agenda Approval
Motion to approve the agenda
In favor: 7
Opposed: 0
Abstention: 1
October Minutes Approval
Motion to Approve the October minutes
In favor: 8
Opposed: 0
Abstention: 0
Removal of a KBOO Foundation Director for Cause
Discussion regarding the permissible boundaries of the discussion
The issue to be addressed is the actions of John Mackey's disclosure of
confidential information in an open session
John Mackey has written a letter to the board asking for this agenda item to be
taken off the agenda this month and put on next month's agenda because he is
unable to attend this meeting.
Motion to table agenda item number 5
No second
Motion Fails
Motion to remove Director John Mackey from the KBOO Foundation Board of
Directors for conduct harmful to the corporation.
ORS 65.324 (9) provides:
If at the beginning of a director’s term on the board, the articles or bylaws provide that the director may be removed for reasons set forth in the articles or bylaws, the board may remove the director for such reasons. The director may be removed only if a majority of the directors then in office vote for the removal.
Article VI, §8(b) of the KBOO Foundation bylaws provides:
Any member of the Board, whether elected by the members or appointed by the Board, may be removed for cause by a two-thirds majority vote of the seated Board members eligible to vote. Cause is considered to be: fraudulent or dishonest conduct, gross abuse of authority or discretion with respect to the corporation, or conduct harmful to the corporation, its employees, or volunteers. The Board member being considered for removal shall not cast a vote.
During the public portion of the October 22, 2012, KBOO Foundation Board of Directors meeting, John Mackey disclosed that KBOO was in violation of FCC regulations regarding the Emergency Alert System (EAS). Disclosure of that information constitutes conduct harmful to the corporation because it placed the station's FCC license at risk. Although the risk was ultimately rooted in the failure to conduct the proper monitoring of the EAS system by staff, the public disclosure prior to allowing the station manager to conduct an investigation to identify and resolve the problems prior to alerting the FCC about the problem is the conduct we are calling into question with this motion. Staff conduct is being dealt with in separate actions.
ORS 65.357 provides the general standards for directors of a non-profit corporation:
(1) A director shall discharge the duties of a director, including the director’s duties as a member of a committee:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the best interests of the corporation.
The ultimate question is whether it was objectively reasonable to announce in a public forum that KBOO is not in compliance with FCC regulations.
John Mackey acknowledged that the information was not appropriate for public disclosure and claims that he attempted to raise the issue in a closed session but was thwarted by the board's failure to vote for a closed session. However, according to the Board Agenda Request for submitted by John Mackey, the stated purpose for a closed session was to review and discuss the subject matter of two previous closed sessions of the Board of Directors.
Because the executive committee believes that John Mackey's actions at the October 22, 2012 meeting of the Board of Directors constituted conduct harmful to the KBOO Foundation and that an objectively reasonable director in that situation would not
publicly disclose that information, the executive committee recommends the removal of John Mackey from the board of directors for cause specified above.
Motion to call the question
In Favor: 7
Opposed: 1
Abstention: 0
Motion Passes
Vote on main motion
In Favor: 8
Opposed: 1
Abstention: 0
Motion Passes
Manager Report
o The work on the management structure in the works
o That work is dovetailing with boards work on policies
o We have identified an HR consultant to work on the employment policies
o Final report on MMT grant is due in January
o We have dealt with two FCC issues:
o The first issue involved the change of board membership and the necessary forms
o The second issue involved responding to complaint letter
o letter has been publicly posted
o We have also been focused on volunteer issues involving access, parties, pot smoking, sleeping in the station, and fighting. Some actions have been taken and we are looking to update the volunteer structure
o EFT numbers are at the highest monthly count since Dec 2007
o Amy Goodman event will net around $10,000
o We have been contacted by the Oregonian marketing Department for a testimonial ad. We will get a quarter page ad with testimony regarding the effectiveness of the advertisement
o Willamette Week contacted us about a quote about lack of progressive radio in Portland. A photo and quote will be in the article this Wednesday.
o On December 5 from 4-6, we will host a KPOJ listener happy hour
o The end of year appeal will be going out to 10,000 members.
Board Training Manual
Mark Fulop
Discussion regarding orientation manual
The manual is divided into several sections:
o Board candidate orientation
o New board member Orientation (governance, strategy, how does board function)
o Board member review retreat (half day) to review principles, committee structure, set priorities etc
o Annual board self-assessment
o A Director job description
Encouragement for working with the document for a year before modifying
Clinton Street Theater Partnership
Every second Thursday of the month for 2013, KBOO will partner with theClinton Street Theater for a KBOO movie night
This will be part of the board led fundraising
Each month will have a different theme hosted by a program/programmer
A suggestion was made to bring this up every month
Suggestion that the workgroup get together soon to start planning for January
Motion to create a board workgroup for the Clinton Street Theater Partnership for one year through Dec 2013
Motion Passes
Motion to assign 4 to 5 members
Motion Passes
Appointment of Lisa Loving to Executive Committee
Motion to appoint Lisa Loving to the executive committee
Amendment: Motion to table motion and continue Matthew Bristow in that position until the next meeting of the board at which point an election will be held
In Favor of Amendment: 8
Opposed: 0
Abstention: 0
Motion to amend passes
Vote on motion as amended
In favor: 8
Opposed: 0
Abstention: 0
Motion Passes
December Board Meeting
Discussion regarding whether to have the December meeting as scheduled (Dec 24), reschedule the meeting, or cancel the meeting.
Motion to reschedule December meeting to January 7
In Favor: 8
Opposed: 0
Abstention: 0
Motion Passes
Mission Statement Discussion
The KBOO Foundation Mission Statement is:
"Working together to transmit culture, news, and music that matters."
Background about the creation of the mission statement discussed
Some confusion regarding the mission statement and the programming charter
What is our mission?
A Mission Statement tells the world why we exist and why we matter
The statement needs to be broad
Generally, the first step is a vision statement which encompasses the optimal goal of the organization
The Mission Statement is how that vision is implemented
Finally, from the Mission Statement the programming charter is created
What is vision?
What is the mission?
What is the programming charter?
Community should be in the mission statement?
Where is the community?
Board's goal for the year is to develop a vision statement
Suggestion that this be a monthly agenda item
Committee Reports
Finance Committee
See new business
Programming Committee
Received a staff reported on election coverage
The homeless marathon had some technical difficulties
Erin put together a program evaluation form for listeners
WFMU benefit from storm damage discussed
Training curriculum discussed
Planning has begun for live remotes for the 45th anniversary
Personnel/Governance Committee
Next meeting 6:30 on 10th
Nominations Committee
Next meeting on Dec 12
Development Committee
Collins Grant is being submitted for archiving
Council of Elders is meeting in February
February True Vine event was discussed
Spring membership drive March 21 to April 6
June 21-22 big anniversary event--24 hour dance marathon
No report
New Business
1. There is an option to attach fiduciary liability to our current D & O coverage. While the amount is approx. $400 & fairly "nominal", the Finance Committee believes that it's an unnecessary expense/addition, given the Foundation's small Staff size (and at this time, only 1 retirement plan participant).
The Staff cannot arbitrarily decide *not* to add something to the D & O policy, as it pertains to the Board of Directors, which is why this requires a vote.
Motion that the Board of Directors decline the fiduciary liability coverage addendum to the current D & O insurance policy for this plan year.
In Favor: 7
Opposed: 1
Abstention: 0
Motion Passes
2. Through our current payroll provider, Paychex, there is an HR service available that can offer the Foundation some much-needed guidance and protection regarding employment law & policies. Included with the service is the drafting of an employee handbook, HR policy manual AND revisions/regular reviews of those items, among other things.
However, the cost for the service is approx. $500 per month (based on # of employees to be covered). It's a payroll period-based service, meaning that we're not obligated to a month-to-month or annual term; we need to give a payroll period's notice to cancel the service.
There is also a one-time $1500 activation set-up fee for the service. The Finance Committee met with the representative, asked in-depth questions and reviewed the materials regarding the service. It is the Finance Committee's recommendation that the Board approve the service for at least 6 months, so that Lynn & rest of Staff can work on an employee handbook (at the least), as well as HR policies in conjunction with Cindy & Mark's policy work with the Board.
The approx. total cost would be $4,500, which is also not in the FY13 budget. It was the rationale of the Finance Committee is that the Board's hire of an interim Station Manager, as well as circumstances preceding and subsequent to that hire require strong HR consultation. The Foundation has incurred thousands of dollars in legal fees for HR consultation & this service would hopefully mitigate further legal expenses, while providing a strong HR basis in policies and procedures for the future.
Motion that the Board approve the use of the Paychex HR Solutions Service for a period of six (6) months, for a total cost not to exceed $4,500.00 effective December 1, 2012
In Favor: 8
Opposed: 0
Abstention: 0
Motion Passes
Concern expressed about clarity and lateness of the information
Motion that the Board approve the allocation of the cost for the Paychex HR Solutions Service to the "Professional Fees - Legal" budget line item.
In Favor: 8
Opposed: 0
Abstention: 0
Motion Passes
Adjourn at 9:00 pm

Meeting of the KBOO Board of Directors 2012/05/21



Board Members present: Marc, Michael, Kate, Paula, Conch, Lyn, Alicia, Keller, Hadrian

Board Members absent: Judy, Ben

Staff Present: Ani, Zale, VJ, Tom, Lynn

Public Present: Kurt Lauer, John MacKey, Barry Sutton


1.    Agenda Approval


Agenda item #10 removed from agenda



2.    Minutes Approval: April 23, 2012

Motion to approve the April minutes




Minutes approved.

Marc will post


3.    Welcome, Lynn


Lynn provided background on herself and her ideas regarding development.  All were very excited to hear about her ideas and plans


4.    Board led fundraising


How does the board intend to fulfill the strategic plan mandate for the board to raise $6,000 this fiscal year?


The budget contains a line for $6,000 board led fundraising.  If the board does not raise that money, it will add $6,000 to the deficit.


The plan is to utilize the internet to create fundraising.  A suggestion was made for each member to send a link to the board led fundraising page.  A suggestion was made to raise funds for a tangible item


The goal may be to aim for fundraising around the Blues Festival.  Suggestion made for the workgroup to get together with Lynn and take the ideas and build them into a tangible plan to bring back to the board.


Motion: To refer the discussion back to the workgroup and the development committee to work together with Lynn to develop a tangible plan to bring back to the board in June.




5.    Staff Management Workgroup update


The workgroup has been formed and will meet on Friday, May 25, 2012.  Members include Lynn, Ani, and Erin from the staff and Marc, Ben, and Kate from the board.


A suggestion was made to understand political realities and focus on what the board will approve.  A response was made explaining that the group has been given the task to practice collaboration and find a plan that will work for everyone


6.    Membership drive update


Some early date analysis indicates that some shows are not bringing in money and question whether those shows are drawing listeners.

We need to find additional revenue streams and to reassess the winter membership drive

A request was made that the analysis include some of the shortfalls from this drive

Membership needs to work with development for fresh ideas for the membership drive


7.    Chehalis update


Motion: The board ratifies the action of the board to authorize the staff to file a six-month extension as long as only staff time and postage are involved.


A discussion ensued regarding whether the action taken to file for an extension was contrary to the vote of the board in May.


Amended Motion: The board ratifies the action taken to file a six-month construction waiver for the Chehalis frequency.  The board reaffirms that no further money will be expended on Chehalis.


Motion to Amend


7 in support

1 in abstention


Vote on motion as amended



8.    Nominating Committee update


“KBOO in the Park” will be on August 17, 2012.  Lyn is taking the lead


Election deadlines are fast approaching.  To allow for adequate production and mailing time, the applications are due on June 27, 2012.  Everyone on the board should be recruiting as should the staff.  Look for members who are involved in committees and at the station and suggest that they apply.


9.    Committee Updates



Will be meeting the day after the board meeting

Currently working on the Programmers’ Bill of Rights.



Working on engineering job description

Reviewed Policy 21

Looking into an issue of a divergence between the text of the bylaws as amended in 1990 and the bylaws as posted on the website.  An analysis will be undertaken to identify the discrepancies.



See above


Engineering Workgroup

General brainstorming on what worked with the recent live remotes

Reviewed the applicable portions of the strategic plan

Discussed servers

Overall, things are working well from an engineering perspective



Met with Lynn and discussed development ideas

Reviewed the strategic plan


10.  New Business




Meeting Adjourned-Next Board of Directors meeting will be on Monday, June 25 at 6:00 pm.  Location is KBOO Studio #1


Meeting of the KBOO Board of Directors 2012/06/25


JUNE 25, 2012


Board members in attendence: Marc, Paula, SW Conser, Kate, Alicia, Ben, Hadrian, Judy, Michael

Board members absent: Lyn, Keller

Staff members in attendence: Andrew, Lynn, Ani, Zale, VJ

Public members: Grace Marian, Tom Sullivan


1. Agenda approval:


Motion to include a declaration that the board is operating under the proper bylaws



No motion prepared to modify bylaws


Concern expressed that the personnel/ governance committee is currently working on the issue


Clarification to amend the agenda to have a declaration that the board is operating under the proper bylaws



No vote taken on motion to amend the agenda to add the resolution


Motion to refer the issue to the Personnel and Governance Committee


Vote on motion:

In favor: 5







Opposed: 2




Abstention: 2




Motion refered to committee


Motion to extend the meeting if necessary to add the topic of Station Management


Friendly amendment to add the item to new business


Discussion regarding whether it is proper to move to amend an, as yet, unapproved an agenda.


In favor: 3

Opposed: 3

Abstention: 1

Motion Fails


Motion to approve the agenda


In favor: 6

Opposed: 0

Abstention: 2

Motion Passes


2. May minutes approval:


Motion to approve May Board of Directors minutes


In favor: 5

Opposed: 0

Abstention: 3

Motion passes


3. Board led fundraising



Lynn provided information on board led fundraising

Recommendation #1: meaningful donation from board members

Recommendation #2: ask friends to donate

Marketing item is going to be mailed to major donors

Board members just need to ask Lynn for packets to send out

KBOO will be applying to be in the Give Guide

Lynn will offer training for pitching to donors


4. Fund drive recap & strategy



Andrew presents a report on the results of the fiscal year 2011-2012 fund drives

The best news: $3500 more than expected

Fund drive pledge fulfillment rate is high

The pledge drive counts and dollars pledged at a five year high

However, the number of new first time members is downward trend

Come to development committee meeting next Monday for more details


5. Outreach coordinator hours



Previously, the board voted to add ten hours of outreach hours to volunteer coordinator hours.


Motion #1 To temporarily suspend the outreach coordinator role for the volunteer coordinator.


No vote


Motion #2 Refer to the Personnel & Governance Committee the issue of what the 10 hours per week allotted to outreach means on an operational level.


In favor: 6

Opposed: 2

Abstention: 2

Motion passes


Motion #3 Staff report to the board the results of its meeting regarding outreach hours in the next staff report to the board


In favor: 8

Opposed: 0

Abstention: 0

Motion passes


Amendment to motion #3 to add the term "timely"


In favor: 2

Opposed: 3

Abstention: 3

Amendment fails


6. Inquiry Re: volunteer party



Concerns expressed regarding the volunteer party in May

 Concerns expressed regarding report from staff to the board regarding the event

Concerns regarding failure to set quantifiable goals

Suggestion that an event committee is created


7. Request for report on Web Developer Contractor



There are problems with web development contractor including, but not limited to, concerns about non-responsiveness of contractor to requests from staff.

Motion to request a report from the staff by August 15, 2012 regarding the performance of the web development contractor and whether the staff recommends continuing the contract for the next fiscal year.



Motion to amend the motion, changing the date to July 16, 2012

In favor:7

Opposed: 1

Abstention: 0

Motion passes as amended.


8. Strategic Plan Update

Strategic Plan Workgroup


Request for resolution:


"The Strategic Plan Workgroup(SPWG) is to be the central clearing house for all information related to the further development and implementation of the Strategic Plan. All KBOO departments working on the Strategic Plan (SP) shall report their progress in implementing the recommendations of the SP, and bring any suggestions for changes, improvements, or revisions to the SP, to the SPWG. The SPWG shall periodically report to the board on the progress of the departments in implementing the SP. The SPWG shall also be empowered to evaluate, analyze, and coordinate the various changes suggested by the various KBOO departments, and periodically present those suggested changes to the board, along with the SPWG's analysis and recommendations for the changes needed to optimize the effectiveness of the SP."


In favor: 7

Opposed: 0

Abstention: 1

Resolution passes


9. Staff management workgroup update



Group met and discussed the possibility of implementing  temporary management structure, possibly a General Manager, for a year or so while an outside organization conducts a thorough staffing needs assessment which will better inform the board and staff as to the needs of the station before implementing a permenant management plan


10. Committee Reports


Finance Committee:

Financials will be sent out as soon as possible

Annual CPA report will be due by the next meeting



Survey will hopefully go live in July

The committee approved two shows

The committee is working on the Programmers Bill of Rights



Mel is leaving.  Alex from the Finance Committee is training with Debbie


The committee reviewed chief engineer job description and sent it to staff wth questions


Thomas's work on getting the bylaws in concert with those approved by the membership was recognized and the Committee discussed how they should be posted. The consensus was that they would be put online with a note making clear that they are the official bylaws and that all other versions retrieved from or viewed on the web are unofficial.


Also, the Committee agreed that the Board Secretary has responsibility for assuring accuracy of the bylaws posted and distributed by KBOO. The actual distribution would be handled as assigned. It does not have to be done by the Secretary.


The decision and the correct bylaws will be communicated to the Board Secretary by Zale. Tom will start the process of getting the official bylaws to Zale.


Nominations Committee:

The committee is working on the election and annual meeting.

Applications to run are due on June 27

On-air forums will be held on August 7 and 8

The annual meeting will be on September 15 at People's Food Cooperative Community room


The committee is also working on KBOO in the Park which will be on August 18 at Mt Scott Park.  This will be an opportunity for candidates to interact with members.


Development Committee:

Thanks to Debbie, Paula, and Hadrian for their work on the Meyer Memorial Trust grant.  Kudos especially for Debbie for her work.

The grant provides $11,000 for Board training and development and $14,000 for policy development

Lynn and Debbie will coordinate/manage the grant


Engineering Workgroup:

There will be some upgrades to equipment to improve live remotes

Engineering has been working with volunteers since April to train to run remotes


11. New business


Motion: The Staff Management Workgroup shall present a single, unanimously supported motion to the board at the July 2012 board meeting that details how management will be structured. If new positions are required, it will detail how those positions will be created, the hiring process, and the budgetary impacts.

Any short-term proposal should include a segment discussing long-term possibilities.

If a unanimous proposal cannot be agreed upon, multiple proposals should be submitted.



In favor: 2

Opposed: 2

Abstention: 4

Motion failed


Meyer Memorial Trust $25,000 grant

Board driven projects that are being funded by the Meyer Memorial Trust (MMT) grant include the section from the strategic plan and a section from the MMT grant application which details some of the steps in the projects.  We have to report to MMT by 2-15-2013, so we have about 6 months to complete the 2 projects.  On the staff end, Lynn has offered to manage the operations of the grant and the communications with the Board or Executive Committee (whichever body that the Board designates to be the responsible party).  Debbie will manage the disbursement of funds and the accounting for the grant, and ensure any reports that are due are filed in a timely manner.  Debbie will be maintaining a file with copies of expenditures and project information for the CPA to review/audit.  Lynn and Debbie can find a consulting firm to work with the Board that will work within the grant budget and project outline, if the Board chooses to let them do this.  They think it might help get the ball rolling faster if the Board lets staff help with the initial action steps and set up.


Debbie sent a document to help with Board focus on the key areas of the projects.  Her suggestion for next steps are:

1. Secure a consulting firm for the Board training & development project.  Have them draw up the curriculum for the Board to see as soon as possible and ready for any discussion the Board may want to have at the July Board meeting.

2.  Secure a consulting firm that specializes in company policy development to review all of our policies and bylaws and to prepare an structured plan for KBOO volunteers, Board and Staff to revamp our policies and possibly the bylaws (if needed) for future membership vote.

3. Secure legal counsel to do a review of the policies after the work above is completed.  Legal counsel will review for completeness, legal compliance and risk assessment.






Meeting of the KBOO Board of Directors 2012/07/23


JULY 23, 2012


Board members in attendence: Paula, SW Conser, Kate, Alicia, Ben, Hadrian, Judy, Michael, Lyn

Board members absent: Marc, Keller

Staff members in attendence: Lynn, Ani, Zale, VJ

Public members: Rabia Yeaman, Kurt Lauer, Jeff Kipilman, Damon Isiah Turner, Matthew Bristow, David Haseltine


1. Agenda approval:


Request to change the order of agenda items

Agenda approved by consensus with the change to the order


2. June minutes approval:


Judy asks that the minutes are reflected to suggest Paula brought up volunteer coordinator and outreach position rather than Judy

Minutes with Judy’s addendum approved by consensus


3. Staff Management

     Staff Management Workgroup


Recommendation of the Station Management Work Group (Submitted Friday July 20, 2012 via email to the Board)


The Station Management Work Group was convened to develop and recommend a staff management proposal. After lengthy discussion, we determined that there was an immediate need to establish a temporary leadership role to provide organizational oversight and coordination, while we evaluate the best possible structure for KBOO’s long-term health.


During the Work Group’s discussions, it became clear that Lynn Fitch had the experience, skills, and willingness to assume this critical leadership role. We note that in  many small non-profit organizations, the Executive Director and Development Director are often one in the same.


To this end, we have developed a position called the “Ringleader” to fulfill KBOO’s pressing needs within our current resources. We ask the Board to approve Lynn Fitch, as KBOO’s Ringleader. The Ringleader position will last for a maximum of 18 months, during which time the Ringleader, in conjunction with staff, the Board of Directors, volunteers, and outside consultants, shall develop a long-term management plan for KBOO Community Radio.


The Ringleader shall empower, inspire and lead the staff, programmers, volunteers, and the entire community.

The Ringleader shall ensure that KBOO operates in conformity with all applicable laws in a smooth and efficient manner.

The Ringleader shall ensure fiscal responsibility and promote financial sustainability of KBOO Community Radio and the KBOO Foundation.

The Ringleader shall direct the coordination and implementation of the Strategic Plan.

The Ringleader will replace any reference to station manager, station management, collective management, or any other referenced management in all policies. The Ringleader answers directly to the Board of Directors and shall serve as the lone liaison between the board and staff.


The position shall be funded for 40 hours / week, and include both the responsibilities of the Development Director, and the Ringleader. Lynn Fitch shall be paid at the top of the KBOO pay scale for 40 hours per week while filling the role of Ringleader.


Lynn Fitch will assume the role of Ringleader on August 1, 2012 and will relinquish the role on or before February 1, 2014. At that time, pending agreement of all parties, Lynn Fitch will resume her role as the Development Director.


Lynn Fitch will supply three references for her managerial experience, which will be checked prior to August 1st, 2012.


Lynn listed 11 goals she immediately has for this position.


Discussion regarding the use of “ringleader” as job title.


Question raised about vetting Lynn for the position and whether references need to be checked


Concerns raised about how this change will impact development.

Belief expressed that it is easier to find an interim General Manager rather than a Development Director


Friendly Amendment: There is a 3-month check-ins with the board.


Desire that the motion should be more specific on deliverables was voiced


It was noted that the board has oversight of the new position, not any committee


Friendly Amendment: The position/performance shall be reviewed every 3 months by the board in a manner it sees fit.


In Favor: 7

Opposed: 0

Abstention: 1

Amendment passes


Friendly Amendment:

To change “ring leader” to “interim station manager”


In Favor: 7

Opposed: 0

Abstain: 1

Amendment passes


A vote on the main motion is called

In Favor: 7

Opposed: 1

Abstain: 0

Motion passed as amended


Paula will coordinate references with Andrew and Debbie



Motion as passed:

The Station Management Work Group was convened to develop and recommend a staff management proposal. After lengthy discussion, we determined that there was an immediate need to establish a temporary leadership role to provide organizational oversight and coordination, while we evaluate the best possible structure for KBOO’s long-term health.


During the Work Group’s discussions, it became clear that Lynn Fitch had the experience, skills, and willingness to assume this critical leadership role. We note that in many small non-profit organizations, the Executive Director and Development Director are often one in the same.


To this end, we have developed a position called the “Interim Station Manager” to fulfill KBOO’s pressing needs within our current resources. We ask the Board to approve Lynn Fitch, as KBOO’s Interim Station Manager. The Interim Station Manager position will last for a maximum of 18 months, during which time the Interim Station Manager, in conjunction with staff, the Board of Directors, volunteers, and outside consultants, shall develop a long-term management plan for KBOO Community Radio.


The Interim Station Manager shall empower, inspire and lead the staff, programmers, volunteers, and the entire community.

The Interim Station Manager shall ensure that KBOO operates in conformity with all applicable laws in a smooth and efficient manner.

The Interim Station Manager shall ensure fiscal responsibility and promote financial sustainability of KBOO Community Radio and the KBOO Foundation.

The Interim Station Manager shall direct the coordination and implementation of the Strategic Plan.

The Interim Station Manager will replace any reference to station manager, station management, collective management, or any other referenced management in all policies. The Interim Station Manager answers directly to the Board of Directors and shall serve as the lone liaison between the board and staff.


The position shall be funded for 40 hours / week, and include both the responsibilities of the Development Director and the Interim Station Manager. Lynn Fitch shall be paid at the top of the KBOO pay scale for 40 hours per week while filling the role of Interim Station Manager.


Lynn Fitch will assume the role of Interim Station Manager on August 1, 2012 and will relinquish the role on or before February 1, 2014. At that time, pending agreement of all parties, Lynn Fitch will resume her role as the Development Director.


Lynn Fitch will supply three references for her managerial experience, which will be checked prior to August 1st, 2012. Paula Small will coordinate this effort and report any issues before August 1 to the board.


The position/performance shall be reviewed every 3 months by the board in a manner it sees fit.


4. Web Coordinator Report



Concerns expressed regarding the web contractor.

Question regarding the reasoning behind continuing the contract

Contract with Roger 20 hours a month, 14 is maintenance, so only 6 for development, which is not much time.  Drupal is good for complex database transactions, which is what our website requires.

Question regarding alternatives.  No alternatives have been investigated.

A new website may cost $25,000


5. Board Led Fundraising Check-in



Next year’s budget indicates $12,000 for board led fundraising.

The directors should be the leaders of board led fund-raising

Desire expressed that the board increase its fundraising.


Action Item- Judy requests that the board checks in on this at the August meeting.


6. Weekly Staff Meeting Minutes



Motion: To withdraw the request from the board for weekly staff minutes from the staff as of August 1, 2012



Approved by consensus


Background: Since the collective management has been disbanded, staff meeting minutes are no longer required by the board.





7. Committee Reports


Finance Committee

Board/finance retreat update. Almost positive the finance committee will present a balanced budget, not a deficit budget. CPA firm gave a presentation to the finance committee, which will be presented to the board.

Asks for the board to have a budget retreat, disappointed in the turnout to the previous retreat.


Programming Committee

Committee is getting surveys to listeners, have questions developed for another 2.

Jenka returns in August

Rewriting rights and responsibilities for programmers


Personnel/Governance Committee

Went over strategic plan committee assignments, ETA’s and where the progress is.

Policy 21 is still being worked on.

Engineering job description still being reviewed by staff


Nominations Committee

Knee deep in elections. Should get out promo’s for forum soon. Preparing for KBOO in the park event on Aug. 18, 2012.  Annual meeting preparations, speaker and venue set up.


Development Committee

Going over money to be raised, and Blues Festival recap.



No report


8. New Business


Issue regarding the FCC rule that no more than 2 non-citizens can sit on the KBOO board.

Michael says that only the members can remove a board member, and must do so at a special meeting.


Motion: KBOO foundation will seek immediate advice (with citations as appropriate) through the NFCB regarding the Federal Communication Commission’s likely interpretation to granting a license.


Motion Seconded

In Favor: 2

Opposed: 5

Motion fails


2nd Motion: Foundation to call a special meeting of membership to consider the issue, special meeting should be called immediately after the annual meeting.


Question: Are you willing for the foundation to do its due diligence? Answer: no.


Michael: Says the judge ordered that he be sat.

Concern that we shouldn’t repeat the mistakes of the past


In Favor: 1

Opposed: 6

Abstain: 1

Motion fails


Request to get an affirmation from the board of the policy put forward in an email by Marc.


Motion: Affirm the wording set forth re: the email by Marc Brown regarding multiple non US citizen elections



In Favor: 4

Opposed: 2

Abstain: 2

Motion Fails



Meeting of the KBOO Board of Directors 2012/09/24


September 24, 2012

7:15 p.m. to 9:25 p.m.


Directors in attendance: Paula Small, S.W. Conser (Conch), Kate McCourt, Alicia Olson, Michael Papadapoulos, Lyn Moelich, Marc Brown, Lisa Loving, Judy Fiestal, Ben Hoyne

Directors-elect in attendance: John Mackey, Jeff Kipilman, Damon Isiah Turner

Directors absent: Hadrian Micciche

Staff members in attendance: Lynn Fitch, Ani Haines, Zale Chadwick

Public members in attendance: Yvette Maranowski, Louis Sowa, Rabia Yeaman, Grace Marian, Per Fagerenj, Kurt Lauer


1.      Agenda Approval


Motion to approve the draft agenda.




Motion Carries


2.      August Minutes Approval



Motion to approve the draft August Board of Directors Meeting Minutes.



In Favor: 7

Opposed: 0

Abstain: 2

Motion Carries


3.      FY13 Budget Approval


Background: Each year the board approves an operating budget for the coming fiscal year.  In mid-year, the Finance Committee checks in with the board.  This year the Finance Committee is proposing a balanced budget.  The committee determined that after running a deficit for several years, KBOO needs to become more sustainable.  Significant changes have been made in the past year at KBOO.  There will be no winter pledge drive in FY13.  The development director is working with the underwriting department, the membership coordinator and staff to re-energize KBOO.

Question regarding the $12,000 board led fundraising goal in the budget.  It is not $1,000 per board member but a board led effort.  If the board does not meet that goal then the budget will be a deficit budget.

Lynn discussed the new business partnership program and the Supportlandia card

A suggestion was made that the approval requires a quarterly check-in regarding revenue.


Motion to approve the budget as presented with the addition that the Finance Committee will provide detailed quarterly updates of revenue and expenses.


8 In Favor

0 Opposed

1 Abstain

Motion Carries


4.      Committee Reports


Finance Committee: The committee is pleased to have its proposed balanced budget approved.  The committee is looking for new members.


Programming Committee: There are listener surveys galore.  The programmers’ meeting was a success.  The committee is working on the programmers’ rights and responsibilities.


Personnel and Governance Committee: Many policies and job descriptions have been tabled pending the outcome of the staffing needs assessment and the policy revisions.  The job description of the administrative assistant has been finalized.


Nominating Committee: Elections happened and the committee is now looking forward to the next election cycle.  A suggestion was made to fill the vacant board seat by the October meeting.


Development Committee: No meeting this month but the membership drive is coming.  Andrew and Lynn are partnering on all fundraising matters.  During the coming drive, there will be many remote broadcasts, specials, etc.  There is also a push to increase media partners.  People are beginning to seek out KBOO’s sponsorship.  Collins Grant for archiving is due in October.  The end of the year appeal will go to the printer in October. The Greg Palast event will be held on Wednesday.


Interim Manager’s Report: The interim manager is working closely with the two consultants and supplied them with the information they requested.  The interim manager explained the parameters of the grant to the consultants and got them “into the field” to talk to board members.  The interim manager met with the person who will be doing the staffing assessment.  The goal is to have a report to the board by January or February.


Web Liaison: Lisa will be taking over as web liaison.



5.      New Business



The Board requests that Cindy Cumfer (or other MMT Grant contractor) develop a policy that provides clear guidelines on what constitutes a personal conflict of interest or lack of impartiality on behalf of Board Members with regard to oversight of staff and/or management.



Concern voiced that such a policy should be left to the consultant.


8 In Favor

0 Opposed

1 Abstain

Motion Carries


Motion for the board to enter a closed session.




6 In Favor

3 Opposed

1 Abstain

Motion Carries


(Board entered into a closed session.  The Directors-Elect are asked not to participate.)


(Board ends closed session at 9:20 pm.  No action taken in closed session.)


Adjourn at 9:25 p.m.


Meeting of the KBOO Board of Directors 2012/10/22


October 22, 2012

6:00 p.m. to 9:30 p.m.


Directors in attendance: Paula Small, S.W. Conser (Conch), John Mackey, Jeff Kipilman, Michael Papadapoulos, Lyn Moelich, Marc Brown, Damon Isiah Turner, Hadrian Micciche, Rabia Yeaman (after appointment), Matthew Bristow (after appointment).

Directors absent: Lisa Loving

Staff members in attendance: Lynn Fitch, Ani Haines, Zale Chadwick

Public members in attendance: Kurt Lauer, Ben Hoyne

Facilitator: brush


1.     Motion for the President to determine if there is a quorum of the outgoing board under the assumption that the new board has not yet been qualified.

No second.

Motion fails for lack of a second.


  1. Agenda Approval


Motion to approve the agenda



Motion to amend item number 6 on the agenda


Proposal to amend item 6 by striking out the four proposed motions and replacing them with:


(a)  A motion to accept nominations for appointment of two directors to fill current vacancies

(b)  A motion to place all nominations on a single ballot, with each director present to be issued a single ballot, with each returned ballot to be counted only if it contains two names or less, and with each of the two vacant seats to be filled only if the winning candidates have each received the votes of the majority of the ten directors currently on the board pursuant to Bylaws Art VI, Section 7, in which case the candidate with the most votes will fill the two-year vacancy.


2 in favor of amendment

5 opposed to the amendment

1 abstention

Motion Fails

Vote on motion to approve draft agenda:


7 in favor of approving the agenda

1 opposed to approving the agenda

Agenda Approved


  1. Certification of recently elected directors


Pursuant to KBOO Foundation Bylaws, Article VI, section 2, the terms of outgoing directors end on September 31st and the term of incoming directors begins on October 1 so long as the incoming directors are qualified to serve.  Article VI, section 4, lists the qualification for directors as a member of the corporation.  Prior to the election, the Nominating Committee verified with the Membership Coordinator that all the candidates were members and therefore qualified.   Therefore, the Secretary of the Foundation certified the new directors as follows:


"As secretary of the KBOO Foundation, I certify that John Mackey, Jeff

Kipilman, Michael Papadopoulos, and Damon Isiah Turner have been elected by the members to three-year terms and that each are qualified to be seated."


Motion to accept the Secretary’s certification of the recently elected directors.


8 in favor of motion

0 opposed to the motion

Motion passes


  1. Appointment of two new directors to fill vacant seats on the board


FIRST MOTION: The board appoints Rabia Yeaman to serve the remaining one-year term of the seat formerly held by Keller Henry.


SECOND MOTION: The board appoints Matthew Bristow to serve the remaining two-year term of the seat formerly held by Alicia Olson.


Amendment presented to reject the Nominating Committee recommendation because that committee failed to have an open meeting with proper notice.


Discussion regarding the motion to amend the motion

Concern raised that there may be a conflict of interest on the Nominating Committee


Motion to call the question

6 in favor of the motion to call the question

2 opposed to the motion to call the question

1 abstention

Motion to call the question passes.


Vote on motion to amend the original motion

1 in favor of motion to amend

5 opposed to motion to amend

Motion to amend fails


Motion for a secret ballot to appoint new directors

3 in favor of motion

5 opposed to motion

1 abstention

Motion Fails


Vote on first motion (Rabia Yeaman)

6 in favor of first motion

1 opposed to first motion

1 abstention

Motion to appoint Rabia Yeaman passes


Vote on second motion (Matthew Bristow)

8 in favor of second motion

1 opposed to second motion

1 abstention

Motion to appoint Matthew Bristow passes


(Rabia Yeaman and Matthew Bristow take their seats on the board)


5.      Election of KBOO Foundation officers




S.W. Conser (Conch)

9 in favor

1 abstention


Vice President

Matthew Bristow

Hadrian Micciche

John Mackey


John and Hadrian remove names from contention

8 in favor of Matthew

0 opposed to Matthew

1 abstention



Paula Small

10 in favor

0 Opposed



Marc Brown

10 in favor

0 Opposed


FY 2013 KBOO Foundation Officers:

President: S.W. Conser (Conch)

Vice-President: Matthew Bristow

Treasurer: Paula Small

Secretary: Marc Brown


  1. Bylaw Change Referral to the Personnel/Governance Committee


Motion: The board refers the following to the Personnel/Governance Committee:

Whether Article VII, § 2 should be amended to reflect the actual practices of the board.


Explanation provided that the bylaws require the officers to be elected in the first meeting after the election which is the September board meeting.  However, the bylaws also provide that the new directors do not take their seats until October 1.  Thus, under the bylaws, the old board elects the officers for the incoming board and newly elected directors are unable to run for officer positions.


7 in favor of the motion

0 opposed to the motion

1 abstention

Motion passes


  1. Appointment of Committee Liaisons


Executive Committee:

Deadlock in voting:

Lyn Moelich: 4 votes

Rabia Yeaman: 4 votes


Motion to put off the vote until next month



Concern raised that the foundation will be without an Executive Committee for the next month.


Motion to amend motion for Matthew Bristow to be elected to Executive Committee for 30 days and to bring the issue back next month

Vote on motion to amend

 9 in favor of motion to amend

0 opposed to motion to amend

2 Abstention

Motion to amend passes


Vote on motion as amended

8 in favor of motion as amended

0 opposed to motion as amended

1 abstention

Motion to appoint Matthew Bristow to the Executive Committee for 30 days passes


Finance Committee

Paula Small

Matthew Bristow


Programming Committee

Rabia Yeaman

Jeff Kipilman


Personnel/Governance Committee

Jeff Kipilman

Marc Brown


Nominations Committee

John Mackey

Marc Brown

Paula Small

Lyn Moelich

Hadrian Micciche


Development Committee

Matthew Bristow

Lyn Moelich


Workgroup (Engineering, Web, Strategic Planning) liaisons should be submitted to the President who will forward those names to the appropriate workgroup


Motion to submit names via email to president to be submitted to the work groups


  1. Interim Manager Report



  • Fund drive fell a bit short of the “lofty” goal
  • There was great enthusiasm from the hosts and programmers
  • Also had great outreach into the community
  • Planning will begin tomorrow for the next fund drive
  • Amy Goodman will be in town this week for a fundraising event for KBOO
  • That event is sold out and we anticipate 75 VIP tickets sold
  • We estimate approximately 500 people will attend
  • We are developing a KBOO movie night partnership with the Clinton Street Theater
  • A business partnership letter will be going out in November
  • Work will soon begin on the end-of-the-year appeal
  • In April, we will have a Blazer night again.



  • Working on training and policy work with Mark and Cindy
  • We are going to look to NFCB job description when we revise the job descriptions for the station
  • We are going to bring in a professional HR firm to evaluate positions
  • We are revising volunteer/access policies
  • Currently investigating and reviewing FCC compliance
  • We are approaching some of the early directors and station managers for a “Council of Elders”


  1. Approval of September minutes

Motion to approve the September Board of Directors meeting minutes

7 in favor of approving minutes

0 opposed to approving minutes

1 abstention

September minutes approved


  1.  Motion for closed session

No second

Motion for closed session fails for lack of second


  1.  Committee Updates


Finance Committee:

  • did not meet this month
  • Reminder of the board led fundraising goals


Programming Committee:

  • Spintron- programmers need to enter data
  • Conversations ongoing regarding surveys
  • Library needs attention
  • Great programming during drive


Personnel/Governance Committee:

  • Did not meet


Nominating Committee:

  • Offered candidates for appointment
  • Reviewed the past election cycle


Development Committee

  • Did not meet


  1.  New business

Motion to reappoint brush as facilitator


Board consider re-appointing brush

The board has already approved the budget which included funding for the facilitator

Consensus to continue with brush


Motion to form a committee to investigate FCC Compliance



Motion to amend the motion to require any individual with information on FCC compliance to forward that information to the interim station manager

Vote on motion to amend

7 in favor of amending

1 opposed to amending

2 abstentions

Motion to amend motion passes


Vote on motion as amended

8 in favor of motion as amended

2 abstentions

Motion as amended passes


Motion for a closed session


7 in favor of closed session

2 opposed to closed session


Closed session entered at 9:05


Closed session ended at 9:30

(No action taken in closed session)



Adjourn at 9:30 p.m.


Meeting of the KBOO Board of Directors 2012/08/27


August 27, 2012


Board members in attendance: Paula, Conch, Kate, Alicia, Michael, Lyn, Marc, Lisa (after vote)

Board members absent: Judy, Hadrian, Keller, Ben

Staff members in attendance: Lynn, Ani, Zale

Public members: ????


1. Ben's motion approved for new business as amended

6 in support

0 opposed

Motion carries


2. July Minutes approval

5 in support

0 opposed

1 abstaining

Minutes approved


3. Interim Manager's report

Spoke regarding fall fund drive strategies.  Fall fund drive will be on October 4-20

The development director is working closely with the membership director

On Sept 26-Greg Palast will be in Portland

Oct 25-Amy Goodman will be in town

KBOO has several new business partners

The interim manager is encouraging programmers to go out into the community

The interim manager is scheduling meetings with staff for information gathering purposes

The interim manager is looking to do staff evaluations in November & December

The staffing assessment will be done in January & February

Concern has been raised about whether Lynn can do both positions

She explained that she can and will


4. Nomination to appoint Lisa Loving to vacant board seat

Candidate speaks about her qualifications

It was noted that by filling a position now will allow training along with newly elected directors

Motion to table until new board

no second


Motion to appoint Lisa Loving to the seat effective immediately


4 in support

3 abstaining

Motion carries


5. KBOO/Common Frequency Update


Two questions for the board

1. Does the MOU accurately reflect what the board decided upon in the April meeting?

2. Does the board agree to allow nominal use of staff time, equipment, and postage in order to forward Chehalis-related documents and information between KBOO and Common Frequency.


Concern over the benefit to KBOO

Answer that if awarded, which could be imminent, KBOO could recoup costs spent by KBOO

Understanding that $8400 is guaranteed

MOU is an addendum to prior agreements


Motion: Does the board approve the new MOU as a reflection of what the board decided in the April board meeting?


5 in support

2 opposed

Motion carries


Motion: The board approves allowing nominal use of staff time, equipment, and postage in order to forward Chehalis-related documents and information between KBOO and Common Frequency.



6 in support

1 abstaining

0 opposed

Motion carries


6. Dissolution of staff collective


Motion: To officially dissolve the staff collective


6 in support

1 abstaining

0 opposed

Motion carries


7. FCC non-citizen rule

Suggestion that someone contact constituency services

Date for the "special meeting" would be Oct 21

Belief expressed that it should be called at the annual meeting

Response: Bylaws require 14 days notice for a special meeting.  Because we will not know whether we will need a special meeting until after the election, the board cannot call a special meeting prior to Sept 15

Question: would the next vote getter take the vacant seat

Answer: No because it would be a vacant seat to be filled by appointment.  The board can appoint the next highest vote getter.


8. Chief engineer job description

Interim is allowed to apply

Suggestion made that because the proposed budget includes 40 hours and because we are doing a staffing assessment that could affect the position that it be tabled


Staffing assessment recommendation should be to the board in February or March

Concern regarding budgeting for a full time engineer and other contractors

Full time engineer should not need the contract support

Suggestion to maintain the current structure with an eye towards the assessment and sustainability

Personnel/Governance Committee member noted that it simply advises the board and if the board chooses to put off until later, no worries


Concern over changing job description for a new hire

Motion tabled


9. Board led fundraising

We have 30 days to raise the money

We have raised $500

Judy sent around a letter

If we don't raise it, it will add $6000 to the deficit

Lynn encourages all to talk to her


10. Committee Reports

Finance Committee: midyear controllership-Paula will report on the review of the internal controls


Programming Committee: Listener surveys are being presented every other week

The committee is working on the rights and responsibilities of programmers


Personnel & Governance Committee: Much of the committee's work is on pause with the changes, assessments & consultants.

Engineering job description finalized.


Nominations Committee:

Annual Meeting is coming up on September 15 at People's Food Cooperative's Community Room. 

The committee will be counting the ballots this year and, if a recount is requested, a CPA has agreed to recount.  The CPA also approved of our election procedures.



Development Committee: A draft of fundraising plan has been presented to the committee.



9. New business-

Motion: To refer to the Personnel and Governance Committee to develop a conflict of interest policy for directors and staff

Concern that the committee has a conflict because it is staffed by staff who are conflicted

Suggestion made that it should go to a special committee

Observation made that we will be getting a policy revision over the next few months

Concern is that with budget approval in September, there could be conflicts on the board due to close relationships with staff who might be facing cuts.


Motion withdraw


Ajourned at 8:15


KBOO's 2012 Annual Meeting Election Results

Short Description: 
KBOO's 2012 Annual Meeting Election Results
KBOO Annual Membership Meeting 2012

Many thanks to our fellow KBOO & community members for attending this year's Annual Meeting & Election! It was a great time to meet, greet & vote!

We had guest speaker, Dante James, Director of the City of Portland's Office of Equity & Human Rights, as well as the State of the Station address provided by KBOO Board President, S.W. Conser.

Until then, here are the votes received for each candidate (top 4 candidates are newly-elected Board members, effective as of Oct. 1, 2012):

John Mackey 304
Jeff Kipilman 301
Damon Isiah Turner 256
Michael Papadopoulos 240
Rabia Yeaman 231
Alejandro Ceballos 224
David Haseltine 205
Matthew Bristow 159


On Saturday, September 15, from 11am-2pm, come observe to the last Board Candidate Forum, cast your ballot, listen to the Keynote by Dante James, from the city's Office of Equity, hear the State of the Station report, and learn the results of the board election. All at the People's Food Coop Community Room.


Saturday, September 15, 2012
11am to 2pm
People's Food Cooperative Community Room
3029 SE 21st. Ave, Portland, OR

11:00 to 12:00 Board Candidate Forum
12:00 Deadline to cast ballots
12:00 to 1:00 Keynote address given by Dante James, Director of the city of Portland's Office of Equity
1:00 to 1:50 State of the Station Report
1:50 to 2:00 Election Results

 Learn more about the candidates for the 2012 KBOO Board of Directors:

2011 Meeting Minutes


Meeting of the KBOO Board of Directors 2011/12/19


Monday, December 19, 2011
Board members present: Lyn, Keller, Marc, Alicia, Paula, Michael, Judy, Chris, Conch, Hadrian (note that Chris did not vote and left at the closed session)
Staff members present: Ani, Zale, Debbie, Andrew, Jenka, 
Public Present: Kurt Lauer, Calvin Littlefield, Per Fageren, Grace Marien, Danielle Parks
1. Ground rules/check in
2. Public Comment I
3. Agenda approval
Agenda approved as amended by consensus
4. November minutes approval
November minutes were approved by consensus
5. Introduction to Collective Management Proposal
Zale: staff presents an update to the collective management proposal in preparation for future board/staff retreat
6. Request for unpaid leave
Jenka: Requests approval for a temporary position to fill her position while on leave
The cost will be $4680 which will be a small savings for KBOO
Motion to approve 25 hours a week for 12 weeks at $14.06, temporary with no health benefits
Discussion regarding whether it is a board policy decision or a staff operational
Because the request exceeds $1000, it must be for board
Concern expressed that the agenda item was not clear that it was a request for a temporary position rather than a request for unpaid leave.
Motion approved by consensus
5. Membership update
Andrew Geller: Handed out graphs and a narrative illustrating an historical view of KBOO membership
Listenership is a little lower than a decade ago
Membership is approaching where it was a decade ago
KBOO has just over 5000 paid members
There is an increase in the number of listeners who are members
The percent of listeners who are members is above 10% which is great for public supported radio
There is still a lag between listenership and membership
Some incomplete data going back 30 years had been located
KBOO has experienced a drop in the number of first time members
Question regarding plans in membership department to increase numbers
Andrew explained that the presentation is informational not a strategic planning presentation
Suggestion made that KBOO consider taking credit cards for monthly donations.
6. Contracts
Radio Vietnam
FM Korea
Question about whether item was appropriate for the board or more an operational decision for the staff
The SCA contracts are not in the budget
Motion to approve SCA contracts and shut them down as soon as they stop paying
No second
Concern about confidentiality- are the discussions to be in closed session
Motion to discuss in closed session
IT contract
The current contract ends at end of year
The contract is to maintain IT equipment
Money for the contract already budgeted
Motion to remove item
8 For
1 Abstain
(Chris did not vote)
Motion that the SCA contracts (Radio Vietnam & FM Korea be remanded to staff
8 For
1 Abstain
(Chris did not vote)
7. Personnel Issue
Motion to move to closed session for contract and empoyee issues
8 For
1 Opposed
(Chris did not vote)
Motion: The staff collective is the station manager for purposes of policy 21 and is empowered to act accordingly.  In the instant situation, the collective shall inform the executive committee of any major actions in the disciplinary process within 48 hours of that action.
7 For
1 Opposed
1 Abstention
Motion that staff collective immediately seek out human resource training
No second
8. Staffing needs assessment report
Judy presented recommendations from the Staffing Needs Assessment Workgroup
Notes that the recommendation is based on a staff collective model
Emphasized that the board needs to make a decision regarding staff collective
The goal was to get as many staff up to 40 hours instead of many fractured positions
The first priority is to increase revenue
The membership department needs 40 hours
Underwriting has no change because it brings in revenue
Development is a struggling department
Personnel committee will look at the following positions
Finance coordinator and finance assistant
Suggestion made to develop alternative proposals in the event that the board does not approve collective management
Response that the process to develop this proposal was quite involved and to do that for multiple structures would create a huge amount of work
That appears to be beyond the scope of the group
Discussion regarding timelines
Suggestion for 30-day notice for loss of benefits
Motion: Board supports 30-day notice to staff of any reduction in hours or benefits
Discussion regarding financial ramifications of the motion
Motion: To amend the motion to approve amounts as budgeted by workgroup per department and for the workgroup to work with staff to refine how the amounts are allocated within the department
8 For amendment
1 Abstain
Full Motion:
7 For
2 Abstain
9. Development Director job description
Proposal presented to the board
Motion: To adopt job description
Salary needs to be determined
ADA compliance issues regarding the level of activity
Amendment: to add ADA compliance
Amendment: remove salary amount
Does the job description need to specify hours and hourly or salary?
Amendment: 30 hour position with no salary listed
Final wording will be done by committee and will be emailed to the board
Final decision on the text will be done by the personnel and governance committee
The board reaches consensus to approve the job description with the amendments.
10. New Business
Agence France-Presse (AFP) payment
The payments for AFP not budgeted but the contract was not cancelled in a timely manner
News department negotiated and AFP agreed to a 50% reduction but total is still $2480
Motion: to approve the payment
Total amount $2480 through May 31
8 For
1 Abstain
Meeting adjourns at 10:00

Meeting of the KBOO Board of Directors 2011/11/28


Monday, November 28, 2011, 6:00-9:00 p.m.


Facilitator: brush

Minuter: Marc



In attendance: Michael, Judy, Paula, Alicia, Chris A, Keller, Sw Conser, Lyn, Hadrian

Staff: Ani, Zale, Chris

Public: Gary Betts, Louis Sowa, Kurt Lauer, Becky Chaio, Shaheed Haamid

1.      Ground Rules & Focus: brush                                                       

·         brush defines his role as meeting facilitator


2.      Agenda Review: Conch                                                                  

·         A request was made for an agenda slot for "new business"

·         Agenda approved


3.      October Minutes Approval: Marc                                    

For: 8

Stand Aside: 1

Opposed: 0


Public comment

Gary Betts re:KBLU


4.      Public  Comment I

·         Gary Betts representing KBLU spoke about the challenges and progress regarding starting a community radio station (KBLU) in Pendleton using a frequency owned by KBOO



5.      Staff Evaluation volunteers: Ani                                                   


·         A request for volunteers to be on staff evaluation teams

·         Keller -Development Director

·         Conch-Web Coordinator

·         Lyn-Membership Director

·         Marc-Engineering

·         Alicia-PM News


6.      Staffing Needs Assessment Group                                              



·         The Staffing Needs Assessment Workgroup is currently in the middle of things

·         Judy explained the handouts she had emailed

·         Those documents are broken down into short-term recommendations and long-term goals

·         There may be a reallocation of responsibilities among the staff

·         The group is also investigating the automation of certain tasks

·         Outsourcing IT responsibilities will free up staff time but there is a question of where the money will come from to pay for such a contract

·         A clarification was made that the IT contract under consideration is separate from the IT contract already in place

·         Possibility of recommending a new administrative position to take on basic administrative tasks and coordination

·         A suggestion was made to keep other workgroups informed on the progress of the staffing needs assessment workgroup so as to not duplicate work

·         The group hopes to have a recommendation before the next board meeting.


7.      Staff Collective update                                                                   

Judy & Zale


·         There is an effort to look at a staff collective in a broader view with alternative structures such as a management team

·         Questions have come up about whether someone can opt out of a collective management structure

·         If so, would that apply only to new hires or could a member of the collective decide to opt out at any time

·         Perhaps there would be a period of time where a staff member would decide whether to join the collective

·         Survey results have been communicated to the board and staff

·         On the survey, a staff member reported intimidation.  Staff has no specific information on intimidation or threats of retaliation, due to the confidentiality of the survey. Short of breaching a person's privacy

·         Question of how the board addresses an atmosphere of intimidation

·         The staff is questioning whether they have the skills required for a collective management structure

·         Concern was expressed that the staff has had a year and a half to debate the idea of collective management and still has not reached consensus

·         Question about what the impact of the survey has been on the staff

·         There has been some interest in board/staff retreat to further investigate the idea of how a collective would look

·         Interest in the board concerns being brought to the staff

·         A request was made for a decision-making timeline

·         Does a decision need to be made by the January meeting?

·         The collective will hopefully have something by January

·         A concern arose over the ability, under collective management, of KBOO maintaining a consistent long-term vision

·         Another concern involved potential liability for the board in a collective management structure

·         How will the collective management be compensated?

·         Staff survey shows support for collective management with some qualifications

·         90% think collective management should be tried

·         50% of staff felt that having a station manager is not a viable option. Although 2 staff felt that having a structure with a shared management by 2 - 4 people could be a good option

·         A concern arose over the use of staff hours in developing a plan

·         The process needs to move along

·         Regarding the issue of intimidation, a staff members present is not aware of any intimidation

·         Strong support for a final deadline to make a decision

·         Belief expressed that there are the skills among the staff to operate in a collective management model

·         Are there further ideas on the “management track” model?

·         Full collective vs “management team” models

·         Some discussion regarding the process for the staff/board retreat (ie: dates, place, etc)

·         Concern expressed that there is not the collective long-term memory on the board and that this has all been done before (specifically, holding a retreat to discuss collective management) and, therefore, what is the point to do it again if nothing has changed?


Motion: Whoever is interested, submit an agenda, place, time, and date for a retreat to the board via email for the board to decide whether to have a retreat.


For: 7

Abstain: 1

Opposed: 0


Keller and Alicia will set an agenda and make a plan



8.      BREAK


9.      Closed Session                                                                                            

Motion for closed session for personnel matter




Open session

Motion: Affirm the actions taken by the Finance Coordinator regarding Engineer salary issues

Motion: Send to Personnel and Governance Committee the question of Board of Labor and Industries compliance.




10.  Background on the Chehalis Transmitter                                               

Conch, Debbie, Chris M


Motion: Table agenda item until December meeting

No second



·         KBOO was granted a permit and had 90 days to decide whether the transfer the permit or begin construction

·         A challenge was made to the license

·         The appeal tolled the 90-day deadline

·         KBOO won the first round of appeals

·         FCC ruled that KBOO gets the frequency

·         An additional appeal has been filed, we have responded

·         We are likely to prevail in this round of appeals

·         If we win, we have 90 days to begin construction or transfer the permit

·         Common Frequency agreed to compensate KBOO costs in exchange for the license which it would hold for a non-commercial station

·         Concern expressed that the license is costing KBOO money at a time that we are cutting staff hours

·         Was there board approval to continue forward with the application process

·         There was an attempt to bring to the executive committee but no meeting was scheduled

·         Concern expressed that the $9000 was not included in the budget

·         Did the board ever approve the initial amount and did we approve the additional expenses

·         The purpose of the motion is to affirm the board’s decision from two years ago to move forward with acquiring the license

·         If we decided to retain the license for ourselves, would we be in breach of the agreement with Common Frequency?

·         Yes, we would need to settle with them

·         If KBOO kept the license, would we need to change it?

·         No, it can be a repeater without a change

·         Comment that the board never approved that the foundation would run a station


11.  Motion: “That the KBOO Foundation retain the Chehalis FCC                       

license for use by The KBOO Foundation and its



Motion withdrawn


·         Comment that no costs will be expended between now and December

·         A concern that board votes are aspirational and the staff needs to operationalize and if no money then no action


Motion: That requests for Executive Committee Meetings be made by phone and email


For: 7

Abstain: 2

Opposed: 0

Note: Paula would prefer just an email.


Board requested further updates on the Chehalis Transmitter issue


12.  Board meeting facilitator discussion and vote                          

Decision on whether to continue with brush as

board facilitator



·         It appears the be the sense of the Executive Committee to extend the facilitation contract for three months

·         There is also a call for clarity in the distinction between the facilitator and board president and training

Motion: To refer to the Finance Committee to determine and propose a fair rate for the facilitator

Motion Seconded



Motion: For a three month extension of the facilitator contract and opportunity to extend and clarify the role of the facilitator.

·         Discussion about whether the facilitator should be a facilitator or a a trainer

Motion Seconded



13.  Motion: To refer to the Personnel and Governance Committee the task of developing a board calendar.

·         The calendar should include at least:

o   board meeting dates

o   schedule of staff reports

o   due dates for agenda items

o   Return to board in January meeting

Motion Seconded

For: 8

Absention: 1

Opposed: 0


14.   “That the KBOO Foundation recount all the 2011 ballots,      10 minutes

including the 12 ballots rejected by Linda Barkus, CPA,

for not having a signature on the envelope”

·         Motion & Decision


No second


Motion: To affirm that the election was done according to all procedures and Oregon law



For: 5

Abstain: 2

Opposed: 1


15.  Agenda Item Request Form                                                          

Marc & Conch

·          Item withdrawn

16.  Committee Updates:                                                          

·         Personnel & Governance

o   Stuck at the Development Director Job Description

§  The personnel/governance committee made changes to the job description and forwarded it to the board this past July.  No board action was taken

§  Request was made that the altered job description be sent to the board for review in December.

o   Considering proposing changes the Section 8 of the bylaws

§  A draft will be created for the future to present to the board

§  Had a presentation on the staff hours

·         Nominations Committee

o   See minutes

·         Programming Committee

o   Spintron is working well (music identification software)

o   Occupy Portland second stream going well

o   Surveys workgroup will talk to Lyn

o   Firesign theater will be broadcasting to replace a show

·         Finance Committee

o   concern with Interim Development Director and the open hiring process

o   Wants process to move foward

o   Staff would like to move forward

o   Job description not appropriate

o   Board needs to advise on the job description

o   Ani, Zale, Alica,  Paula, and Judy someone to email to move process forward

·         Development Committee

·         Engineering Workgroup

·         Strategic Planning Workgroup

o   Talking about how to keep board informed


17.   Public Comment Period II                                                



Future Agenda Items


1. Reinstatement of Marcus Mosseley/Spider Moccasin


2.      Motion to refer to Personnel and Governance Committee      

re: E-mail communication and vote

“I move to refer to the Personnel and Governance Committee

these questions about board, staff, and committee emails:

a.      Is KBOO required to have board, staff and committee

email lists that are open to anyone who signs up for them?

b.      If not required, what guidelines should we have about

who can be on board, staff, and committee email lists

other than board, staff, and KBOO members

currently serving on a particular committee



dev staff member job description


Meeting of the KBOO Board of Directors 2011/10/24


OCTOBER 24, 2011


Directors present: Paula, Lyn, Marc, Alica, SW (Conch), Judy, Keller, Michael, Chris, Hadrian

Directors absent: Marie

Public attendees: Kurt Lauer

Staff atendees: Zale, Ani



-Keller to write a letter to Maire

-Judy to provide an update in November on the Staffing Needs Assessment analysis.


1. Board Check-In


2. (Re-)Intro of brush as Facilitator


Brief discussion on decision-making process

Consensus model vs Roberts Rules of Order


3. Approval of agenda


Michael moves to add an agenda item to discuss a proposed recount in regard to the recent elections

No second


Michael moves to add an agenda item regarding the failure of the Personnel and Governance workgroup to do what it was charged to do by the board.  Specifically, to have the workgroup seek consultation with legal counsel regarding whether the combination of the committees is permitted by the foundation bylaws.



No support


Board consents to the agenda.


4. Approval of Board Minutes


Board unanimously approves the September 2011 minutes.


5. Personnel & Governance Workgroup Update & Vote


The question for the board is whether to recombine the Personnel Committee and Governance Committee


Some concern expressed over lack of a board representative on the Governance Committee


A request was made to refer the issue back to the workgroup or a new Governance Committee to do what it was charged to do or, in the alternative, for the board to act without the advice of the workgroup.


It was clarified that there are more board members of the Governance Committee


The Workgroup proposes to recombine the Personnel and Governance Committees


A summary of the report was presented to the board


A motion was made to recombine the Governance and Personnel Committees to the status quo ante.

Motion seconded.

For: 6

Opposed: 0

Abstain: 1


Motion passes.


6. Appointment of Board Officers & Committee Liaisons


President: S.W. Conser (Conch)

Vice-President: Judy Fiestal

Treasurer: Paula Small

Secretary: Marc Brown

Member at large: Keller Henry


Concern about the number of board members on each committee

Paula moves to limit each committee to no more than two voting members

Motion seconded

Desire for secret ballot expressed

Paula moves to amend the motion to vote on each committee as a whole aside from the Personnel/Governance Committee and Nominating Committee

Amendment seconded

For amending: 8

Opposed to amending: 0

Abstain: 1


Vote on the motion as amended

Board consents

For: 9

Opposed: 0


Secret ballot held for Nominating Committee

Marc: 9

Lyn: 9

Alicia: 8

Keller: 6

Paula: 5


Programming Committee: Lyn

Personnel/Governance Committee: Alicia, Keller

Finance Committee: Paula, Chris

Development Committee: Hadrian, Keller

Engineering Workgroup: Keller

Web Liason: SW (Conch)

Strategic Planning Workgroup: Judy, Chris

Nominating Committee: Marc, Keller, Alicia, Paula, Lyn


 7. Public Comment I




8. Motion to Remove Maire Cullen-Gilmore, Board Member, for cause


Motion presented by Paula:


I move to remove Board member, Maire Cullen-Gilmore, pursuant to Article VI, section 8(b) of KBOO Foundation's bylaws, for "conduct harmful to the corporation."


Motion seconded


A suggestion made that the issue should be sent to the Nominating Committee.

A member moves to send the issue to the Nominating Committee

No second.


A board member asked that the specific behavior be stated.


For cause: She was listed as attending a meeting where there was a discussion about sabotaging the spring fund drive. 

That fact was confirmed by a candidate at the annual meeting

Her behavior has been harmful to the foundation and in conflict with her fiduciary duties to the KBOO Foundation

Is that information hearsay or was it witnessed by someone

It was stated by a candidate who tried to excuse the action as a way to put out information but the minutes of that meeting stated otherwise.

An objection was made on civil liberty grounds

Maire is not recorded in the minutes and may have been asleep during the meeting as far as the board knows


It was pointed out that the board needs directors who attend meetings

Attendance is a separate issue

Maire is absent from the board meeting again


Amendment to the motion: To remove for failure to attend board meetings pursuant to Article VI, Section 8(a) of the KBOO Foundation Bylaws for missing three or more board meetings per year, including the annual meeting.

Amendment seconded.

Board consents to the amendment


Vote on motion as amended

For: 7

Opposed: 1

Abstain: 1


Motion passes.


Keller proposes that she write a letter to Maire

It was pointed out that the letter should come from the secretary

Secretary proposes to delegate to Keller to write a letter

Board consents.


9. Staffing Needs Work Group Update


Judy explains the history and process of the workgroup

The group felt that neither proposal had a strategic view

The group recommends to temporarily accepting the staff majority proposal, for 90 days, to reduce 5 hours from every full time position.

The workgroup will be empowered to take on a staffing needs assessment.


Motion to approve the proposal as follows:


“The Board endorses the staff majority proposal to cut hours in positions TEMPORARILY - for ninety days. During that time the Staffing Needs Work Group will develop a plan to do a “staffing needs assessment” at the station and make a recommendation on staffing needs by the December board meeting.  In addition, all interim hires will continue until a staffing level proposal is determined.”


Question raised regarding the benefits for the Youth Advocate Trainee Coordinator

A director wants to stay with the original recommendation with the benefits cut


Motion to amend the proposal to remove the Youth Advocate Position from the proposal and send the question of paid time off (PTO )and comp time to the Personnel/Governance Committee.

Motion to amend seconded

Board consents to amending the proposal

For: 9

Opposed: 0


Vote to accept the proposal as amended

Board consents

For: 9

Opposed: 0


Judy will provide an update in November for a vote in December.


10. Public Comment II


Meeting Adjourns



Meeting of the KBOO Board of Directors 2011/09/26


 Board members present (during quorum): Chris Andreae, Kurt Lauer, Judy Fiestal, Erin Brand, Keller Henry, Michael Papadopoulos & Paula Small.

Board members absent; Becky Chiao (gave notice of absence from the meeting), Hadrian Micciche (gave notice of absence from the meeting, Maire Cullen-Gilmore & Mireille Villarqui.

 Pete Meyers resigned prior to the Board meeting.

 Board members-to-be-seated: Alicia Olson, Lyn Moelich, S.W. Conser & Marc Brown.

 Members of the public: Debbie Rabidue, Andrew Geller, Per Fagereng, John Mackey

 (Note: Quorum not present.  All notes prior to quorum are informational only.)

 Thank You to Outgoing Board Members / Welcome to Newly-Elected Board Members

 Paula thanks the outgoing board members

Ani thanks the outgoing board members on behalf of staff and thanks new board members

 (Re-)Introduction of brush as Board Meeting Facilitator

 Thanks everyone for participating in meetings

Explains his role to support the board and facilitate communications and focus conversation and clarify process

 Public Comment I

 Andrew Geller

speaking as a single staff person

asks the board not to make budget decision that would hamper fundraising

 Discussion on whether the public comments should be recorded

 Orientation/packets/nominating committee

 introduction of new board members

Brainstorming what should be in the packet

Questions regarding decision-making process

Orientation on Oct 17

 Keller has a request from personnel committee to set up a process to improve communication between board and committees

Need to get feedback on development job description

 Erin passes out letter from CPA with audit letters and financial statements

 (quorum reached at 7:12, Meeting called to order)

 Review of the findings and conclusions of the audit by financial coordinator

 7:21  FY12 Budget Proposal from Finance Committee & Vote

 7:23  Propsal has a $15,000 deficit in financial committee recommendation

7:30  Questions regarding proposal

How do we quantify volunteer hours?

Request for more details on development position

 7:40  BREAK


 Budget proposal continued

 Staff salaries discussed

finance committee recommends a lump sum for employee costs

working group would consider everything and determine specifics

8:05  Staffing wages 9.3% decrease in proposal

8:10  discussion on staffing details

 8:15  Erin moves for the board to approve budget proposal

Paula seconds

Vote called

 In favor 6

Opposed 0

 Erin asks for clarification on the makeup of the workgroup

Finance coordinator describes the recommended makeup

Question regarding whether the meetings will be open

Answer: dealing with personnel issues so not open

 (8:21 quorum lost)

 (8:27 quorum regained)

 8:27  Erin moves to form workgroup to get staffing levels for 2012 budget

Chris seconds

Workgroup to consist of the following:

Board representative

Staff representative

Finance committee representative

Personnel committee representative


 Vote called

 In favor 6

Opposed 0

 8:30 Erin moves for board to approve extended hours for the finance asst and admin asst through end of november

Keller seconds

Vote called

In favor 6

Opposed 0

 8:32 call to designate board representative


 (8:35 Quorum lost)

 Executive committee will meet at a time to be announced

 NEXT BOARD MEETING OCTOBER 24, 2011 at 6:00 pm.




Meeting of the KBOO Board of Directors 2011/09/04 - Executive Committee


KBOO Executive Committee Meeting Minutes
September 4th, 2011 – Three Friend Coffeehouse
In Attendence:
Kurt Lauer – President
Erin Brand – Treasurer
Keller Henry – Member at Large
Paula Small – Board Member
Meeting begins at 11:20am
Action Items:
The Executive Committee approves hiring legal representation for a personnel issue. Chris Merrick and Andrew Geller will be staff representatives to the lawyer.
The Executive Committee approves up to $2,000 for IT services.
Meeting ends at 11:50am
Erin will type up and send out minutes from the meeting.
Paula will follow up with Chris and the rest of staff about possible referrals for IT services.
Paula will notify Chris and Andrew about being staff reps to lawyer.

Meeting of the KBOO Board of Directors 2011/08/22

Regular Meeting of the KBOO Foundation Board of Directors, August 22, 2011

Place: KBOO offices


Proper notice of the meeting was given.

Present: Keller, Paula, Kurt, Becky, Hadrian, Pete, Michael, Chris A.

Absent: Judy, Nia, Maire, Mimi

A quorum was present.

Staff liaisons present: Zale, Ani

All times p.m.


6:08     Board check in.


6:13     Public comment period #1.


617      Reintroduction of Brush as facilitator.


6:23     Approve July 2011 board meeting minutes.

Becky makes a motion to approve the July 2011 minutes.

Erin seconds the motion.

6 for

0 oppose

1 abstains

The motion carries.


6:25     Governance Committee appointments and charter.

Keller makes a motion to recombine the Governance and Personnel committees into one committee.

Becky seconds the motion.

Hadrian makes a motion to refer such issue to a workgroup for review of whether such recombining action is permitted by the bylaws or in the best interest of the foundation.


Discussion that led to above-worded motion: Keller believes we should have consulted with the committees and its members; we acted rather than consulted. She offers the rationale of the original combination being convenience, as the two committees consisted of the same members. Ani concurs. Michael reiterates that decision at the July 2011 board meeting re creating the Governance committee was within the board’s power and binding and is hesitant and vigilant about the dangers and risks of reversing that decision. Ani quoted language from a document re something “not limited to”; that the PersGov Committee could be combined. She also wants to know what the Governance Committee’s charge would be. Erin agrees with Paula that the two committees should remain separate. Hadrian raised a point of order, calling for the issue to be referred to the proposed ad hoc committee. Paula made a friendly amendment, namely, that it not be an ad hoc committee, but rather a workgroup. Hadrian accepted the friendly amendment, then reiterated his motion, merely substituting “workgroup” for “ad hoc committee.” Standing motion is to refer Keller’s motion to a workgroup. Hadrian accepted as friendly amendment: that workgroup have charge of seeking consultation with legal opinion to see if such combination or recombination is permitted by the bylaws.

Kurt calls for the vote.

6 for

1 opposes

0 abstain

The amended motion carries. The workgroup consists of the members of the Personnel Committee and the Governance Committee.


Hadrian makes a motion to appoint to the workgroup one person opposed to the motion just voted upon, one neutral, and one in favor.

The motion is not seconded.

The motion fails.


7:13     Break


7:33     Board member attendance. Maire as example. Straw poll suggested by Brush. Michael believes there to be ADA issues. Keller disagrees. 5 people would put it to an agenda item, 1 would not, 3 abstain.


7:50     Discussion re closed session re personnel decisions.

Hadrian makes a motion to move into closed session to consider people working as independent contractors and temporary employees.

Erin seconds the motion.

Michael makes a friendly amendment that we discuss named individuals. The amendment is rejected.

Kurt calls for the vote.

7 for

1 opposes

0 abstain

The motion carries.

The board moves into closed session.


Hadrian makes a motion to end closed session.

Kurt seconds the motion.

Kurt calls for the vote.

8 for

0 oppose

0 abstain

The motion carries

The board moves out of closed session.



Erin makes a motion to continue the interim positions of finance assistant, development director, and chief engineer to November 1, 2011.

Keller seconds the motion.

7 for

0 oppose

1 abstains

The motion carries.


Paula makes a motion that Chris Merrick negotiate a contract with Robert Leigh.

Chris A. seconds the motion.

The vote is unanimous.

The motion carries.


8:56     Committee reports

Ballots in the mail. Agenda for annual meeting. On-air forums with the candidates August 29 or 30.

The other committee reports will be submitted in writing.


Director Nia Lewis tendered her resignation, thereby creating a vacancy on the Executive Committee.

Erin makes a motion to appoint Keller to the Executive Committee

Kurt seconds the motion

7 for

0 oppose

1 abstains


Public comment period #1.


Keller makes a motion to adjourn the meeting.

Kurt seconds the motion.

The vote is unanimous.

The motion carries.


Next regular meeting of the Board of Directors: September 26, 2011.


Meeting adjourned at 9:10 p.m.



Meeting of the KBOO Board of Directors 2011/07/25

 Regular Meeting of the KBOO Foundation Board of Directors, July 25, 2011

Place: KBOO offices


Proper notice of the meeting was given.

Present: Keller, Paula, Kurt, Becky, Judy, Nia, Hadrian, Pete, Chris A., Michael

Absent: Mimi, Maire

A quorum was present.


6:09 p.m.: Board check in.


6:18: Reintroduction of Brush as board meeting facilitator.


6:32: Consent Agenda presented by Paula.

1.      Appoint Pete as Secretary of the Board.

2.      Approve June 2011 Board meeting minutes.

3.      Approve grant application proposal.

4.      Strategic Plan Implementation workgroup.

5.      Approve amending bylaws re finance committee

6.      Review June’s “next steps.”

7.      Approve Brush as Board meeting facilitator.

8.      Separate the Personnel/Governance Committee into two committees.


1.      Appoint Pete as Secretary of the Board

Erin makes a motion to appoint Pete as secretary.

Nia seconds the motion.

The vote is unanimous.

The motion carried.


2.      Approve June 2011 Board meeting minutes.

Judy makes a motion to approve the June minutes as amended, with corrections.

Becky seconds the motion.

Discussion: Michael cannot approve the minutes because they go beyond mere minutes. Refers the question to the governance committee re content of minutes. Becky asks that board members submit suggested changes or amendments to the minutes than approve.

6 for (Erin, Paula, Kurt, Nia, Hadrian, Becky)

1 opposes (Michael)

3 abstain (Pete, Keller, Chris)

The motion carried.


3.      Approve grant application proposal.

Grant application proposal (for the Community Consultancy Project of the Organizational Development Network)

Judy makes a motion to apply for the grant.

Paula seconds the motion.

Discussion: Keller asks about additional fees. Hadrian responds that it is a flat $50 fee and we cover our own costs, as necessary, such as printing and mailing. Hadrian will circulate a copy of the application packet.

Kurt calls for the vote.

The vote is unanimous.

The motion carried.


4.      Strategic Plan Implementation workgroup

Erin made a motion that the Board support the SPI workgroup comprising Judy, Becky, Chris M., and Andrew.

Nia seconded the motion.

Discussion: Judy stated that the workgroup would merely function as a project manager. Keller stated that she believed the workgroup would flesh out the Plan more, not simply ensure that timelines were met. Michael stated that the proposal under discussion was unrefined and questioned the authority of the workgroup for the purpose of advising the Board, that the Bylaws do not provide for this type of group.

8 for

0 opposed

1 abstained

The motion carried.


5.      Approve amending bylaws re finance committee

Erin made a motion to change the Bylaw language with respect to the finance committee (see attached).

Keller seconded the motion.

The vote is unanimous.

The motion carried.


6.      Review June’s “next steps.”

Paula stated that everything in the next steps happened.


7.      Approve Brush as Board meeting facilitator.

Becky made a motion that the Board contract with Brush for him to facilitate the August and September Board meetings.

Nia seconded the motion.

Discussion: Chris questioned the authority for having brought in Brush in the first place. Paula answered that his references were checked.

Hadrian called for the vote.

9 for

0 opposed

1 abstained


8.      Separate the Personnel/Governance Committee into two committees.

No motion, just discussion.

Michael stated that, according to the Bylaws, the Personnel Committee is that the only one that exists; there is not Governance Committee mentioned in the Bylaws. He suggests that the Personnel Committee be separated from the personnel/Governance Committee, and then the personnel Committee can go off and do what it does. If the Board wants a governance committee, the board must create it and charge it. Michael and Hadrian agreed to draft the language for a relevant motion over the break.


7:39: Break


Michael made a motion to create a governance committee under Article 8, Section 3 of the Bylaws to advise the Board on matters of governance.

Hadrian seconded the motion.

Michael restated the motion that the current Personnel/Governance Committee be reformed as the Personnel Committee and that the Board create a governance committee under Article 8, Section 3 of the Bylaws to advise the Board on matters of governance.

Becky makes a friendly amendment to appoint Michael and Hadrian as members of said committee.

9 for

0 opposed

1 abstained (Nia)

The motion carried.


Discussion re Collective Staff Management proposal.


8:47: Keller made a motion to move to closed session to discuss matters relating to individual employees.

Nia seconded the motion.

9 for

1 against (Michael)

0 abstain

The motion carried.


9:25: Keller made a motion to move out of closed session.

Nia seconded the motion.

9 for

0 against

1 abstained

The motion carried.


Further discussion re Collective Staff Management proposal.


Discussion re banning. Referred to Governance Committee.


Review Policy #1: Tabled.


Nominating Committee report: Seeking Board approval to put four positions on the ballot, but only one person had announced as a candidate. Must mail annual meeting notice to members by August 17, 2011.


Personnel Committee report: Prepared to have Board review and approve job description for Development Director.


Next regular meeting of Board: August 22, 2011.


Meeting adjourned at 9:52 p.m.


Meeting of the KBOO Board of Directors 2011/06/27

KBOO Board of Directors

Monthly Meeting

June 27, 2011




Kurt Lauer,  President

Erin Brand, Treasurer

Maire Cullen

Hadrian Micciche

Mimi Villarqui

Becky Chiao, Notetaker

Paula Small, Vice President

Judy Fiestal

Chris Andrae


Staff—Ani Haines, Zale Chadwick


Public visitors—

Louis Sowa

Mark Allyn

Per Fagereng

Dave Mazza

Alicia Olson

Herschel Soles

Bruce Silverman

VJ Beauchamp

Kathy Bushman

Yvette Maranowski

Glen Owen

unfinished sentence: Chris in the interests of saving time—we should hire a manager and then implement a Strategic Plan


brush providing facilitator services

Paula Chairing


Intro brush  as facilitator this month and next month’s meetings


He’s honored to be here working with us at KBOO.  He wants to help us work effectively as activists


Camera from Portland Alliance,  Ani is facilitating


Michael came in to the meeting to applause


brush tried to go on with his facilitation.  Michael made a point of order challenging brush’s facilitation of the meeting.  brush said that he wasn’t taking over as President.  Paula and Hadrian talked about the facilitator.  Michael said the issue of facilitation can be addressed by the ad hoc committee.  brush said that  Kurt will be presiding over the meeting.


Maura said should we have a vote about this?  The bylaws are specific.  Maybe if we are going to delegate the power there should be a vote.


Brush pointed out that this type of issue makes it difficult to carry on board business and that it helps to have these issues raised prior to the meeting.


Glenn Owen was hissing while Ani spoke about the history of bringing in note takers and facilitators.

Michael read from the bylaws about the President shall preside over board meetings and the VP powers.


Judy interprets shall preside as meaning that Kurt is presiding and that brush is facilitating.


Judy moved that we engage brush to facilitate this meeting and the meeting.  Hadrian seconded.  Erin seconded the amended version


Discussion—Maire suggested that in the future we send the president to facilitation training.


Zale suggested an amendment that is reflected in text of the motion above.


Dave Mazza said that he has been on many boards and that a president can delegate tasks but still has responsibility.  Glenn started hissing again and Dave said he was very disappointed to see people acting with such lack of respect.


Michael said he is OK with brush facilitating as long as someone can explain to him how someone can delegate authority to preside.  Per said it has to do with the fact that when you have delegated authority you still have responsibility if it doesn’t go well.  Yvette said the verb "preside" is active not passive and suggested we look at the dictionary definition. 


Hadrian offered an operational definition of "preside" for this
meeting: The President will directly handle the legal aspects of the
meeting such as recognizing motions and votes, while allowing brush,
acting under the under the President's supervision, to facilitate the
board's discussion.


Vote—6  Paula, Hadrian, Mimi, Erin Becky Judy

2 no—Michael and Maire

1 absention—Chris who just came in


Motion passed.  Brush said that shows the challenges and the positive things we have here at board meetings.  He said we have the history of meetings being harder than they need to be that we could experience here.  He honored powerful words that expressed the history of people’s strong feelings about the  he understands that the facilitator has a powerful role and you have to trust that everyone is treated fairly.  A facilitator can also help people with communication breakdowns.


He encourages us to focus on what the board can do for the rest of the meeting.


MP said he appreciates the need that we have to have trust.  He wants to resolve conflict within KBOO management so that people don’t feel like the only way they will be heard is if they bring a lawsuit.


Brush said part of the history of the meetings is that they go on beyond 3 hours and that that length makes the meetings difficult and he would like to help us work toward having tighter meetings.  For that to happen, not everyone gets to say everything they would like to say.  People have to be self aware and brush will also have to intervene sometimes to move things along.  He said, we might not be done at 9.  He would like to practice an experiment on not taking all comments on each topics.


We continued the review of the agenda.  Hadrian suggested putting a person with each item, brush said it doesn’t have to be ownership.


Ani said she would like to go over ground rules/kboo house rules

Judy pointed out we need to approve minutes and announce the annual meeting.


Michael said where are the committee reports?  Brush responded that they were in the email discussions that we could save time by having the reports via email.  Michael objected to that, but we agreed to have the reports  attached to the minutes


Michael Papadapoulos—


Kurt made a motion  that the Board acknowledge the court order placing Michael Papdopoulos on the Board of Directors as the 13th seated member and to retain said seat until the end of the 2012 election cycle.


Hadrian seconded


Discussion—Yvette said the original motion was in violation of the judges’s


Unanimous (with MP not voting)


A motion on unbanning?  MP said he was banned because of litigation and would like it to be lifted.

Hadrian moved to remove the ban on Michael’s presence because the litigation is over.


MP said the initial motion was a direction to the staff that they ban Michael.  Ani said it was a board action not a staff action.  Brush said the goal seems to be to undo whatever was done before.

Chris said she has always had a problem with the banning in general.  What about the other people who have been banned?  Hadrian interrupted Chris with a point of order.  Brush said that he is in an ambiguous position, kind of facilitator and kind of not.  He pointed out the issue of interrupting, brush suggested that people address him or the President.  Hadrian acknowledged that. 


Judy said that for her to vote on this she would need some certainties on his behavior because of the way he acted at the Community Meeting, taking the microphone out of the facilitator’s hands.

Brush said that if we want to get to all of our work done we need to proceed.


Michael’s proposal--he moves that the board rescind it’s motion of February 2009 at which we ordered the staff to ban Michael from the station because of his litigation.


Mimi moves  that we remove the ban to allow Michael Papadapolous to complete his work as a board member. Hadrian withdrew his prior motion and seconded this.



Yvette said that there are laws protecting people who are going into a hostile situation as a whistleblower, there is no language to protect him from retaliation, so this is a bigger issue. Chris said in the future we should look at the policy of banning.


Kathy said the house rules indicate that we should be inclusive and that banning seems haphazard and arbitrary.



Yes--Maura, Michael, Hadrian Mimi Erin Chris

Opposed- Paula

Abstain—Judy and Becky


Check-ins—is there some thing you are bringing in that you would like to share for people to know about you tonight.  brush said he is a bit tired tonight.


MP said he is glad to be reseated and unbanned so he can now function the way the members wanted him to be when he was elected.  His platform when elected was to examine and reconsider the banning process at KBOO as a cultural item.


Chris said she was glad brush is facilitating.  She would like to know what type of hierarchies exist to allow one person to go hire someone.


Zale had a good time outside, Becky thanked Chris for having us over.  Erin said she is tired too.  Ani is looking forward to this meeting hoping that we can get through a lot of issues.  Mimi is looking forward to see people observe the house rules.  Hadrian had a good time tabling at the No Fest.  Ani said there are lots of opportunities this weekend at the Blues Fest.


Ani talked about the  House Rules—we all need to feel comfortable being ourselves here.  People need to be respectful.  We have a facilitator we should defer to.  People need to feel safe and included and welcome.  When there are differences in opinion we should engaged the idea not the person, be engaged but no personal attacks.  Every day is daily practice in communicating under the house rules to listen and be receptive to work to serve the station.  The house rules were written in 2003  by a group of volunteers, eventually the board adopted them in 2005


Public Comment


Mark Allyn said he had been on the board for a long time.  And thank you.


Dave Mazza said he has been on the Strategic Planning Committee and that the Strategic Plan was very inclusive in comparison to other groups he has worked with, he hopes people will remember that it is a blueprint.  He encourages the board to adopt the plan—and KBOO needs to move ahead.  Don’t have it become a document on a shelf.


Kathy likes the house rules and says that she thinks Michael’s treatment was not in accord with the house rules.


Yvette is protesting, it isn’t personal, it is political.  It’s not helpful when people make polarizing comments.  She has tried to meet with Kurt and Paula and they wouldn’t.  She doesn’t know how to work with the board when there needs to be conversation.  She thinks there may be an appearance that we are breaking the bylaws by having the facilitator.


New Secretary—any volunteers?  We could pay for a minute taker.  Judy says what about Pete?  (He’s not here)  Erin said that nominating committee could ask Pete and then report back.


Becky said whoever does become Secretary will have a backlog of minutes to approve. 


Judy moved that we approve the April and May minutes


Yes-- Judy, Paula, Hadrian Mimi Erin chris

Abstaining—Maura, Michael


Erin said the nominating committee should also make sure there is a transition between new Sec. and Keller


Motion to give Chris the authority to negotiate contracts with our SCAs carriers—there are two contracts  Radio Korea and Radio Vietnam.  Last month we gave him the authority to renegotiate one of the contracts. This month the second contract is up.  Kurt explained the history to Michael P.


Kurt moved that we allow Chris Merrick to renegotiate the contract with FM Korea to the best of his abilities in the interests of KBOO through the end of September 2011.  Seconded by Hadrian.


Mimi asked if we can specify an end date of September like we did the other?  (motion amended)


Yvettte asked the top three reasons why this is in KBOOs best


Yes—Judy Paula Hadrian Mimi Erin, Chris Becky

Abstaining—Michael and Maire 


Nominating Committee suggests announcing the  annual membership meeting  on Saturday September 17th  10am-12pm 


 Erin moves that the Board of Directors  set the annual meeting for Saturday September 17, 2011. Hadrian seconded.


 Erin and Michael pointed out that once the date is set that certain other dates are set in motion by the bylaws.  We need time to print the candidates’ statements and ballots.  Michael asks what could we do to make it a big event so that we can get a quorum of members at the meeting.  Michael says he would make it as a friendly amendment. 


Maura said that she is worried about shortening the time to two hours from three.  That isn’t part of the motion, the date and time have not been set yet.


Vote—unanimously in favor.


Erin said that Becky is the chair of the nominating committee.  All board members can participate in the nominating committee.


Michael wants the full board to discuss how to get a quorum.  brush says the details of the annual meeting will come to the board at the July meeting.


Nia Lewis came in wasn’t part of any of the votes before this point.


Budget Review—Erin handed out Debbie’s mid-year summary.  She said we are ahead on membership because we’d budgeted for a decline not flat.  She thinks Andrew is doing a great job and may not give himself enough credit.


Our bank fees are still very high and going over budget because we have a huge increase in web donations.


Judy asked what is our expected deficit this year?  $48,000

We had the air conditioner expense and may have other unexpected costs.


Chris said that she would like to attend the financial retreat.   It would be for the whole board.  We haven’t scheduled it yet.  Ani asked if there will be staff representation?  Erin said, Debbie and Mel, maybe the staff liaisons, not sure.  Ani said she wants to make sure there is communication, in the past a Station Manager would be there.


Other questions to feed the retreat?  Hadrian says it is the biggest obligation for board members the retreat would be for all board members and informed by the staffing/management plan.  The budget has to match the realities of the staffing plan.  Erin said yes that and the Strategic Plan.


Scheduling the retreat?  July 17, Paula out of town.  About 4 hours.  Sat Sun July 30-31?  After the next board meeting?   Sunday July 31.  We’ll set the place later Paula will look for an accessible space in the Metro area.  1-5 pm




8:05 pm  brush welcomed us back said that our scheduling of the budget retreat shows that the board is functioning, despite some hiccups.



Strategic Plan-30 minutes of time allocated


Erin suggested that we go around to see where each person is with it.  Brush said there is a desire for it to be approved and a go around might take up all of the time.    It might be better to have a motion proposed.


Chris said that she has heard that there is some push back from people—it is a good idea to hear out concerns.




Michael P. said that the strategic plan encompasses the Staff Management proposal.  Is it possible to separate out the Strategic Plan from the management proposal?  Yes that is what we are doing.


Hadrian proposes that we adopt the strategic plan as a living breathing document to move us forward.  Erin seconds it.


Michael asks what do you mean as a living documents?  Does that mean that it gets changed next week?


Judy said we call it a living document because it is a road map—there may be obstructions that we have to change course along the way, but the plan shows the main goals we are seeking to accomoplish in the next five years.  We will need to adapt and keep it moving.


Becky asked if after the board approves it will it be released to the public again in meetings?  To the committees?  Kurt said what the board approves would be looked at by on going volunteer/staff and board groups implementing the plan.  Judy said at anytime time goals can be revisited.  The staff generally endorsed the strategic plan but said we still have work to do on it  like the org chart.  The plan suggests assignments and time lines.  But Judy thinks the board should create a work group to shepherd the plan along.


Nia clarified if the plan is approved as there are adjustments would they need board approval?  Judy said we’d have a big picture executive summary of what we’d like to see done and if those things are changed in any real way that the board would approve, but if a timeline is shifted for example then we wouldn’t need board approval, but we would entrust the working group to make those adjustments.  We will need to seek funding, the plan calls for a lot of staff time.  The board should get updates on how we are doing on the strategic plan.


Brush said the questions are about what does it mean for the board to approve of the strategic plan?  He said that it would mean that the board supports the plan, but it isn’t binding.  Based on his experience with this type of thing t is a vision.


Chris said that it is vague/broad can be adapted.  Our environment is changing.  This seems to follow trends, it would be a mistake to try to be like NPR.  She thinks we should identify the KBOO brand.  People might not want slick production values over grittiness.  Where is there room for setting trends.  She doesn’t like the term Media Center, but the point is that the goal should be setting trends not simply following them.  Respond to the cultural climate rather than  react to it.  She thinks it conflicts with collective management, we don’t have time.  We should identify the parts of the plan that involve developing brand KBOO and selling that.  She thinks there is a conflict with collective management and the plan.


Michael sent around a document from someone who talked about the difference between a money raising organization vs. and activist organization.   He wants the members to approve it after the board.


Maura is concerned about certain vagaries in the language.  The processes for how it is accountable to the board, wants monthly updates.  She doesn’t understand where the line would be drawn between the implementing committee and the board.  Election coming up.  She is inclined to wait until after the election, the make-up of the board may change.  Make it clear to the members that we are just shepherds of their will.  She has concerns about costs and vagaries about language.  How representative is it going to be?  What will the costs be?


Erin’s two biggest concerns are budgeting for the next fiscal year—are we waiting for some grant money or going to budget money for some of the items.  The plan is very dependent on the development director and right now we have an interim development director we should address that if we approve the plan.


Paula said we already devoted foundation money to put this forward and we should follow through with a working group to address the issues.



brush has been hearing that the intention of approval of the board at this point it so put the boards weight behind the process and the goals, there can be ongoing input from the membership and the new board, and ironing out some of the pieces.  This would be an endorsement of the momentum with development in the future.  Are there people who would not agree to it with that understanding?


Michael says he hasn’t heard of any good reason why to adopt it—the money and energy are necessarily reasons to adopt.  He has no reason to trust or distrust the people who put it together.  At some point the elements of the plan could bring up issues of they bylaws and other requirements that pertain to KBOO.  He would like a formal opinion from experts—legal employment etc.


Chris said she hopes there is flexibility for interpretation—looking at page 71, the community survey, page 73 we should pay attention to what the members say.  She doesn’t see the plan as representing what the comments are from the members.  The plan was based on information from the survey but she didn’t see that.


Maire says she isn’t against delegating things, the plan isn’t explicit enough about which decisions will be retained by the board.  It would make a great candidates debate and to hear what the members say.


Brush summarized the concerns—legal advice, membership involvement.


Erin says that there were experts on the working group already, lawyers and experts helped to draft the document.  A lot of different sets of eyes have already looking at it.  If we adopt it now, there will be turnover on the board each year for the 5 years of the plan.


Michael has a motion—or suggested amendment the we do not adopt the strategic plan without first getting the consent of the membership.  Hadrian does not accept that as a friendly amendment


Vote on amendment


Yes--Maura and Michael


No,--Mia, Mimi, Judy, Paula, Hadrian, Erin, Becky, NIa, Chris


Review of the motion: 


Hadrian proposes that we adopt the strategic plan as a living breathing document to move us forward.  Erin seconds it.



Becky suggested that we add that the strategic plan will be presented to the members at or before the annual meeting in September.  Hadrian accepted the amendment.


Discussion—Per said it sounds like we are setting it up so that we will move forward without much input from the membership.  We’ve only had one meeting of the membership about this, not very good input from the public.  He thinks Chris’s question is a good one about what is KBOO.  He would like there to be more discussion.  He doesn’t think there has been a good process so far.


Yvette said she has seen people asking for trouble, the it will fail, she is tired of all of the fighting.  The project was not done in a democratic fashion she isn’t sure if  it can be implemented openly.  Things are done behind closed doors, there is an artificial rush.  She thinks it is up to the new board.


Kathy thinks the membership hasn’t been involved in this.


Motion that the board adopt the strategic plan as a living breathing document to move us forward which will be presented to the members at or before the annual meeting in September.


Michael suggests an amendment adding presented to the members for approval.  Hadrian rejected that amendment.  Maura seconded  that proposed amendment.


In favor of Michael’s amendment—Maire and Michael


Opposed Judy, Paula , Mimi, Erin, Nia, Chris


Abstaining Becky


Mimi would like to offer and amendment—“fully respecting KBOO’s  bylaws” Maura seconded.


brush pointed out for people to notice the feelings here and figure out how to acknowledge the disagreements and move forward.  Roberts rules can just move things if we want to use them.


Vote on the amendment


In favor—Mimi Michael

Opposed Paula Erin Nia Hadrian

Abstained—Becky and Judy


Vote on motion on the table—


In favor,  Judy Paula Hadrian Mimi Erin Nia Chris Becky

Opposed, Michael and Maire.


Brush observed how once it became polarized and we weren’t seeking consensus then one side tries to slow things down and the other side kind of has to steam roll.


Erin said even though it was difficult, she is very proud that we adopted the document.  Brush said that he has heard a lot of concerns but also a lot of accolades about the process.


Judy says we still do need to set up an implementation work group.  We can do it in July.


Maire wants to make it clear that none of her objections were personal, we all want what is best for KBOO.  Roberts rules are about protected the rights of the minority position.  She doesn’t like to feel rushed getting the language correct.  She doesn’t want people to infer that she is just trying to slow things down.  Just because you know you are going to win a vote don’t stop listening to the concerns of others. 


Brush thanked her for that comment.


Nia would like the work group by email to be set up quickly, because the plan’s time table is already ticking.  Judy will set up the first email.  She asked Maire if she can get email.  She said no she can’t she is available by phone.  Becky suggested that she set up a mailbox that at least will be capturing the information.  brush said take care of that outside of the meeting (Zale said she could help).


Staff Mgt Proposal—


Michael moves that we not adopt the proposal.  Hadrian seconded.


Michael’s reasons—legal reasons because the plan takes away board oversight, based on Sullivan’s comments.  Michael sent around an email about outsourcing management—example of FSRN which contracts with Pacifica.


Becky said it could  be rejected with some request for the staff for next actions or changes.


Paula said that we should accept it or rejected as it—make a decision first and then talk about next steps.


Paula moves that the board accept the staff management proposal as is.


Paula withdraws her motion.


We will vote on the proposal as is and then talk about next steps afterward.


Michael moves that we reject the Staff Collective Management proposal.  Hadrian seconded.


Vote on the motion

In favor—Judy Maire, Paula, Hadrian, Erin Nia Chris, Michael




Alternatives?  Suggestions?


Michael has nothing against collectivism but he thinks the staff should talk to a lawyer.


brush suggests people identify specific changes that could


Chris moves that we immediately look to find a station manager.  Brush said how about giving feedback to the staff. 


Erin says since the board has no consensus, the feedback to the staff is only individual board member opinions.  While she likes collective management because of the budget we can’t afford to have the current staffing levels.  She thinks we have to look to the Strategic Plan, the budget and different scenarios.  Hadrian’s plan has been labeled hydra management (team management).  Currently she doesn’t have clear direction.


Chris said her proposal is being overlooked.  brush said how about giving concert feedback to the staff.


Paula echoes budgeting issues—that the budget needs to be addressed in the staff proposal.


Judy says what is missing for her is how is the staff interfacing with the board and decision making mechanism and accountability.


Ani wants to clarify—staff brought the proposal, understood that the staff and the board would have a retreat to address concerns together.  Staff has been managing the station since 2011, got a proposal to us in April.  She says that it hits her very hard.


Hadrian said when he came on the board his first comment was that the staff has been doing a great job of keeping the station running for the past year without a station manager.  He thought the staff should document how they were operation and recognized that  having them put so much work into the proposal was the worst outcome.


Ani said that she had just hoped for a conversation—to collaborate.  Hadrian said that there is no time for that.


Michael says key is communication, board is in charge.  He supports his idea for outsourcing.


Becky said that the board hasn’t been providing leadership to the staff and she opposed the motion to reject the staff proposal.  It will be a challenge for the board to come up with a plan that does collaborate with the staff while providing leadership.


There are 4 options currently proposed—Hadrian’s, Paula’s, Chris’s  and Michael’s


Judy suggested a work group and is sorry if the way we voted on the proposal wasn’t respectful.


Erin will echo back that there is too much money being spent on Staff Time and Staffing functions—it would be useful to see how the collective management proposal would work with less staff.  Look to hours per week in each department.


Brush—one option is a group to work with staff.  Get clarity on the proposals that are out there.


Paula’s is a one sheet reassessment of budget and assignments that would balance the budget.  She will email it.


Hadrian passed out something that he also emailed.  He wants to acknowledge the feelings.  He doesn’t want to have his proposal put forward now in this poisoned environment—supports a work group to discuss.


brush said he is sensing a desire to care about the relationship with the staff.


Maire asks about people raising hands to get on a stack.  Or does she have to keep her hand raised.


She wants to say that characterizing emotion as poisoning the atmosphere is an attack on people’s ideas.  Just because she votes no on something that doesn’t mean she isn’t being respectful.


Paula will own that she wanted a yes or no on the proposal because we’ve been hanging on to it for awhile.  She thinks we have to do the budget first, no purpose in having a work group work if only to mend a relationship with staff but no backing.  Board has to lead---by setting a budget.


Chris  in the interests of saving time—we should hire a manager and then implement a Strategic Plan collectively. 


Michael says he has no problem thinking about the money thing, it is the most hierarchical part.  He thinks looking at Sullivan’s input the staff can say if they can meet it or not, the legalities are the things that are important.


How will we move to the next step?


Hadrian—he would like a paragraph from his proposal to be looked out—6 FTE staff based on discussion with finance based on a balanced budget.  If you had that many positions what staffing and management structure.


Becky suggests that without involving the staff in the board budget retreat that we’re setting it up to make staffing decisions without the staff.


Erin said she can be on a work group and meet head of the retreat to work on options for the budget retreat.  There is the budget and the essential functions of the station and the board and staff have to work together on making compromises.  Erin would work with Debbie and Mel to work on that before the retreat.


Who would be on the group?—Mimi, Nia, Erin and Hadrian--  brush says it should represent a diverse cross section of opinions of the board.


Who would be good for staff?  Ani will be out of town from July 20-August 6.  Zale and Ani can both serve on the work group.


Michael has a problem with the function of the group, he is OK with people working together but doesn’t see the point of having the staff involved in answering the legal issues raised by Sullivan.  He thinks that staff can come back to address those concerns.


Erin said the concerns can be addressed by an employment lawyer.


Michael said the staff should get it’s own lawyer.


brush said it is late.  We are close to the end.


Ani said she would like to see all manner of proposals, Staff hasn’t seen them.  The work group collaborating would be good.  She doesn’t like the idea of the board making decisions without consulting with the staff.  In light of the collaboration she would like to go forward with the work group.  Staff understands the budget realities.   She would like to have the board work collaboratively with the staff.  She is a little upset that there are plans or proposals without any notice to the staff about the agenda or anything else.  The collective mgt was in place before, now what?  How do we run the station tomorrow?


Paula apologizes for detracting from that, she sent the email and asked for agenda items she did attach the feedback we had at the time and sent it to the staff.  In trying to move things forward she asked for feedback.  It wasn’t her intention to blindside the staff.  We highly respect the staff that is why we are all grappling with these issues.


Hadrian—question of how the staff goes forward tomorrow.  Staff has been managing things so far.  He proposes that staff continue on an interim basis in the way that they have until another decision is made.  Maire seconded it.



In favor—Judy, Mimi, Erin, Becky, Nia, Chris, Hadrian. Michael

Abstaining—Maire, Paula



Workgroup proposal—Erin will be the convenor—board members Hadrian, Erin, Nia and Mimi—Zale and Ani and other staff for them.  Michael asked for email updates.  Maire asked if she can come to the meetings without being at all of them.  She needs phone calls about when the meetings are.


There is a staff meeting tomorrow.


Ad hoc Committee


Deferred until the next meeting.  Some of the issue overlap with Nominating committee, people can still discuss issues informally


Next Steps


Erin will convene a board staff work group to work on staffing proposals in preparation for the budget retreat and afterwards if necessary


Paula will look for a location for the budget retreat July 31.


Becky will set a nominating committee meeting to plan next steps for the election and will talk to Pete about the Secretary position


Judy will start an email conversation about a Strategic Plan implementation work group


Becky will talk to Zale about setting up a gmail acct. for Maire.



Public Comment


Yvette made a comment about listening to the membership.


Meeting adjourned.  10:10 pm


Approved by the Board  7/25/2011


Meeting of the KBOO Board of Directors 2011/06/15 - Executive Committee

5:32  Call meeting.

  In attendance: Kurt, Nia, Erin (via phone).

  Discussion of budget expenditure for repair/replace of Air Conditioner Unit at tower, per e-mail briefing.
  Call for vote:  unanimous, in favor, of replacement.
  Estimated expenses:  $4700+

  5:35  Meeting adjourned.


Meeting of the KBOO Board of Directors 2011/05/23***draft

Meeting of the KBOO Board of Directors May 23, 2011


Present: Mimi, Maire, Keller, Paula, Kurt, Becky, Judy, Nia, Hadrian, Pete, Chris A.

Absent: Erin

Staff Reps: Ani, Zale

Staff/Public: Tom Hood, Mike Dee, Tim Flanagan, Per Fagereng, Tom Hood, Louis Sowa, Yvette Marinowski, Glen Owen, J. Brush, Sekoynia Wright,


Check-In & Dinner: Thanks to Judy for bringing dinner!


Becky reads public comment guidelines (see attached document)


Public Comment:

Mike Dee: recommends that we take public comment before each vote

Tim Flanagan: have been a volunteer for 8 years and have never attended a board meeting, figured it was about time.


Keller moves to go into closed session to discuss staff and board personnel issues.

Kurt seconds

Unanimous vote

Closed Session#1


Judy moves to continue the 10 additional hours per week for the web coordinator position until Sept 30, 2010.

Keller seconds

Public comment:Mike Dee doesn't understand why this discussion had to be had in closed session.

7 For

3 Opposed



Keller: I plan on doing some traveling this summer, stressed out, would be helpful if others could take on note taking for the next couple of months. May help others understand the challenges of trying to participate and scribe, especially when ppl are talking over each other.


Becky will do June

Pete will do it for July

Paula will be back up for Aug.


Annual Membership Meeting/Election

Paula: Mark Ecklund is retiring, we need to decide on the of counting ballots

Becky: new accountant could do it, and if not Louis Sowa may also be available

Zale: it has been suggested that we can get a PO Box

Ani: we had different ways of handling it, we need to have all ballots accounted for, the certified PA is the receiver

Maire: did Mark make any recommendations?

Kurt: Mark said that I could continue doing it, so it's up to us to decide whether we want to keep it in-house.

Paula: we will check with Mark to see if he has some guidelines, will check with Linda Barkaus if they can receive ballots there.

Becky: The annual meeting needs to be scheduled at the June meeting. Nominating committee will follow up on election date.

Chris: it would be helpful to have a list of events that we are involved with over the summer

Committee Reports

Development-Mimi: discussed Square Dance, about 20 people attended. We lost $50 on the event. There was mention of using a different venue, The Eagle's Lodge. There was an idea proposed by Sun to combine the boo bash and square dance. Also wanted to make it family friendly not at a 21+ location. Committee wants to focus on fewer but bigger events. Upcoming events: raffle August 10 after Pickathon so that we can sell tickets at Pickathon and Blues Fest. Discussed the possibility for on-air auction, lawn signs, KBOO community coffee.

Engineering: Keller: committee did not meet but Tom's report is extensive and complete

Personnel/Governance-Chris A: working on revising/building engineering and IT positions/ petitioning other stations for info about these departments.

Web: Judy: detailed report submitted by VJ

Programming: Becky: did not meet.


Keller: feels strongly that square dance should not be combined with Boo Bash, the events have vastly different audiences would limit the Boo Bash's potential broad appeal, the committee had discussed making sure the square dance was more family friendly, but it was scheduled on a school night at a 21+ venue; was surprised there was no event or even informal gathering around the beer promo. The Facebook “event” was unclear

Chris: was there any promotion done for the beer? concerned about going forward with the coffee without talking about what happened with the beer

Maire: agrees that the Boo Bash has a reputation and thinks that these events can stand alone, I would like to be involved with the promotions, important for the square dance to be family friendly, could look into doing it more than once a year to build our own community, the band is really important if they have a following they will bring their own people.

Judy: KBOO has hosted a successful square dancing event in the past, so we should look at that.

Judy:visual promotions in the station


Staff Report: was submitted via email.

Judy: some people do pages, some give very little. Is there any kind of guideline that has been given?

Ani: we talked about giving the board a basic overview , people have different views of what that looks like.

Judy: what's happened, what's on the horizon, what are the challenges,

Maire: also to include general concerns

Nia: I like the variety, and allowing for that autonomy for people do do what they want, also like to add how the board can support.

Becky: Andrew saying that the membership drive took all of his time was not sufficient a report.

Ani: To sum up it seems that folks are asking for successes, challenges, what is on the horizon, and how the board can provide support.


Board Retreat

Tentative date set June 19 1p-5p at @ Squirrel Farm (Chris A's house) Agenda will be set via email.


Closed Session#2


Becky moves that Chris M be authorized to negotiate a contract with Radio Vietnam for the settlement of amount past due and from now until the end of September.

Paula Seconds

Discussion: Mike Dee- in the spirit of consensus, i'd be interested to know why people voted.

6 Approved

1 Abstain


Mid-Year Budget -discussion tabled.


Final Public Comment

Mike Dee-wanted to thank for the opportunity for public comment, had questions about booth costs for Earth Day.

Brush- wanted to thank everyone, has been an organizer for many years in Portland, involved with the Cascadia Center, promotes effectiveness within organizations. Facilitator/Mediator/Consensus trainer for the last 5-6 years, have worked with worker collectives, long term culture building.


Meeting Ends



Meeting of the KBOO Board of Directors 2011/04/25 **draft


Meeting of the KBOO Board of Directors April 25, 2011


Board Members present: Kurt, Paula, Keller, Mimi, Judy, Hadrian, Erin, Becky, Chris, Nia

Absent: Maire

Staff Rep:Ani, Zale

Public/Staff: VJ Beauchamp, Yvette Marinowski, Crystal Elinski, Crystal Leighty, Gary Lee Betts, Alicia Olsen, Rabia Yeaman, Glen Owens, Chris Merrick, Sue Cipriano, Pete Meyer


Thanks to Paula for bringing dinner.


6:08 Board Meeting Officially/Check-in

Erin will not be at the next meeting.


1. March Minutes Review and Approval.

March 2011 Minutes-no amendments were submitted.

Mimi moves to approved March minutes

Erin seconds.



2. March Board Commitments

Chris and Erin will attempt to contact Maire to see if there are any accommodations that can be made to help her continue to participate with the Board. Erin has not spoken to Maire, Chris sent an email and left messages several times with no response

Erin will send an announcement to the staff and for the bulletin. -done

Nominating Committee will meet this month to discuss the seat left vacant with Marty's passing. -discussed via email

Judy will help with reference checks for future appointees.-done

Nominating committee will have a board orientation with Hadrian and Mimi and the appointee nominated after the next board meeting.-to be done

Finance committee will be working with Personnel on proposed bylaw amendment.-in progress

Chris A will be getting in contact with Sun regarding press releases for the KbrOO.-not done

Paula will send email to Board to poll for informal meeting dates.-done


3.Public Comment.-

Yvette:there needs to be a mechanism for people to ask questions. I've asked questions and not gotten answers.

Hadrian: I don't want to be receiving emails from members directly.

Chris A: i think it' good for people to be able to ask questions, there needs to be some way for people to air without fear their issues

Paula: perhaps this could be something for the board retreat

Keller: i do think this is valid concern

Rabia: suggests a forum on the website, then legitimate questions can be brought to the next board meeting.

Ani- important for members to have board access but not necessary for all 12 board members to have their emails available. Perhaps one person can be a public contact in the meantime while the board comes up with a more permanent solution.


4.Staff Management Report.

Becky: has it been decided who the PR team. I think that it also needs to be clearer that with regards to HR things that the board has ultimate responsibility for

Erin: has question around employee, specific time frame on when you appeal to the board, how is the board supposed to react

Paula: for those who don't know, the staff submitted the proposal for the staff collective

Ani: will be gathering questions to take back. There has been one change in management responsibilities -Zale will be stepping in with myself as board liaison.

Judy: to me it didn't seem very specific about how repeated violations in employee standards would be handled. Also has jenka been part of this?

Ani: she participated until she left and there have been some questions back and forth

Becky: feels that it was very clear.

Kurt: on the job descriptions, still reflect station manager, feel that the job descriptions are too specific to the people that are currently in the jobs

Ani: none of the essential functions have been changed

Chris A: a response to that would be that future job descriptions that we are advertising for a specific job but if you are hired you will be asked to do management tasks. Some people will choose to just be an employee and not want to participate.


Judy: different decisions may require different participants, there have been issues around the collective making a decision, is there a way for there to be more of a specific road map?

Zale: a job announcement for People's Coop said job title/co-manager and through-out the ad it referred to co-management duties. We would hire for specific skill and train for the co-management part of the job.

Chris A- one of the roles of the station manager is to be the face and voice of the station, some guidance for each person of their public duties with the station. We have great guidelines about how we interact with each other within the station but we should also be aware of how we are representing to the outside

Judy: some of the management staff were assigned to certain positions, if that is something that is being suggested by the staff this may not want to be included in the proposal, since it may change.

Ani: some jobs seemed to naturally go together, like HR with volunteer, the other membership because there was room in the job responsibilities.



5. Board Appointments - Nominating Committee.

Becky moves to appoint Pete Meyers to the open seat on the board September 2012 vacated by Marty Soehrman's passing

Keller seconds




Judy: Pete provided 3 references and they all were all very supportive of Pete's ability to make and follow through with commitments.

Becky: wanted to recognize Gary for showing interest and wants to encourage him to continue to


Erin will email new board member appointment for bulletin.

Nominating committee will meet and add Maire's attendance to the agenda.

Zale will get Pete a board packet.


6. Committee Reports.

Finance- Erin: there is a need for a new computer in finance that is immediate

Ani: staff discussed when Debbie first brought it, the staff understands that it is a crucial computer but wants to wait until after the drive to make any major changes. Did not want to deal with the possibility of having the computer with non-working software. At this point, the quick fix is working. There is a computer that has been found in engineering unused and boxed. It may exceed the needs of finance so that one may go to membership.

Erin: diagnostics on every computer and budgeting for expected replacements/repairs. Will be gone during the next finance meeting so Paula will be presenting the mid-year budget projections.

Personnel- Ani: looking at job descriptions and policies. surveying other stations as fat as what they do with engineering, it and how web works into all of that. Hopefully at the May meeting we will have a draft of the job descriptions to be reviewed at that point

Programming-Becky: at programming, we are reviewing the strategic plan and pulling out the parts the relate to programming, we are reviewing and making suggestions, would like to suggest that other committees do that same as well.

Strategic Planning-Judy: the survey is up on the web site until , encouraging people to let their friends and people who care about people know that it it on the website.

Chris: going forward it would be nice to see more members views taken, and more prominently featured

Judy: a group of us met today and agreed that we need to make more of a presence on the website

Web- Judy: VJ did a detailed report


Staff Report

Judy: noticed that Sun said the square dance was fun but not well attended

Becky: wonders if the timbers game had something to do with it

Judy: encourages the committee to really evaluate these events and keep track what happened,, would like to see more analysis even for successful events,

Keller: the last time I heard about this event there was talk of doing it at a time that makes it more family friendly, but then the decision was made to have it on a weekday, at a 21+ venue. It seems the committee was heading in the right direction with the analysis but then didn't follow up on it.

Mimi: one of the reasons that it may also be because it was the day before tax filing season. Thinks that as a committee that we need to coordinate better with Sun because it seems that sometimes the committee thinks one thing is happening and then something else happens but we go along with it.


7:15 Break.


7.Board Member Assignments.-Committee & Work group Liaisons

Conflict Resolution: Nia

Programming: Becky, Kurt

Development: Mimi, Chris A

Finance: Erin, Paula

Personnel/Governance: Pete, Keller

Engineering: Keller,

Nominating:Becky, Erin, Keller, Kurt, Hadrian, Maire

Web Liaison-Judy

Strategic Plan- Kurt, Keller, Judy



Erin will email new board member appointment for bulletin.

Nominating committee will meet and add Maire's attendance to the agenda.

Zale will get Pete a board packet.

Board communicate via email to set board retreat date.

Judy will bring dinner to next meeting.


Erin moves to go into closed session to discuss personnel and legal motions

Nia seconds

Unanimous vote.


8. Closed Session


Open Session Resumes


Erin moves to authorize Tom Hood as Interim Studio Engineer at .65 FTE with benefits.

Becky seconds

Unanimous vote


Becky moves that the board authorize an additional 10 hours per week for VJ for one month after which with input from VJ, FC, and/or staff collective, the board will review further.

Hadrian seconds

Unanimous vote.

    9. Final Public Comment

    Chris M- Pete you will be getting a mailbox

    Yvette: i'm concerned about getting an opportunity to speak, what about the board/staff retreat, are you retreating from the public?

    Ani: staff collective looking forward to working on the next steps.

    Keller: also we should review rights and responsibilities of the public.


Meeting Ends


Reminder: The KBOO Board meets every 4th Monday of the month at 6 pm


Meeting of the KBOO Board of Directors 2011/03/28


Meeting of the KBOO Board of Directors March 28, 2011
Board Members Present: Paula, Keller, Kurt, Judy, Becky, Chris A, Nia, Erin
Absent: Maire
Staff Rep: Chris M
Staff/Community: Zale Chadwick, Alicia Olsen, Louis Sowa, Yvette Maranowski, Pete Meyer, Gary Lee Betts, Hadrian Micciche, Randall Howington, Glen Owen, Crystal Elinski, John Mackey, Robert Rogers
Keller brought dinner. Paula will be bringing dinner next month and reminds all board members and guests to please wash their own dishes.
6:15 Quorum reached/Meeting begins
1. Marty Soerhman Posthumous Recognition
Kurt: wants to acknowledge the passing of fellow board member, Walter 溺artySoehrman. Marty was initially appointed to the Board but then was elected. Marty was active with the engineering department and passed on Monday March 7. He was very private about his life and few knew that he had been ill. The Board wants to recognize Marty for service on the Board and committees.
2. Approve Minutes- December, January, February
Erin moves to approve the December, January, and February minutes.
Judy seconds.
Passed with majority vote.
1 Abstaining
3. February Commitments:
Erin will be the lead person on the inventory project, will ask Becky if she is interested in participating as well.-the staff is working with Bruce to complete asset inventory, will be providing the Board with updates.
Keller will email nominee names to Andrew.-done
Ani will take it to staff to set a date for a board/staff retreat.
Erin will send email to Board and staff with possible dates to consider. March 26, April 2, April 9.
Erin will send out an email to coordinate collective management board/staff meeting.-Erin: talked to Ani and the staff do not feel that they have the time to meet with the Board before the collective management proposal deadline.
4. Public Comment
Randall: has been a volunteer for about 7 years, has an appreciation for the potential that we have as an organization that we don't know we have, heartening to see the focus of the board and staff to become more aware of what we can do and find ways to go in that direction
Yvette: It's my understanding that the story of Marty was different. His work here was not appreciated that is my understanding. Marty wanted to give John a positive evaluation and his efforts were undermined. think the statement of appreciation is very hollow. I would like this to be a discussion.
John: was surprised when I was given a severance and release agreement from my job, have since received notice that since i am now engaged in legal action, i've been asked to not communicate with board or staff members.
Glen: the last airing of programming directed at the homeless community hasn't been since July 2009. I know this is not the programming committee but if nothing has been done in that area I would like to propose it for your consideration
5. Board Member Status
Paula:We do have a board member, Maire Cullen, who has been unable to attend meetings and has retired her show due to health reasons as she stated on her show. So I'm putting out there again because it has been called into question regarding board member commitment and participation.
Erin: Has anyone tried to get in contact with her? I know there was an issue that her membership status was lapsing.
Paula: Ani was supposed to be reaching out on that, I was just calling to check in her and received no response.
Judy: What was the last meeting she was here?
Keller: December
Judy: When was the last time in regards to communication?
Paula: In January her husband called to say she wouldn't be here but we haven't heard anything from her since.
Judy: I think we should revisit this next month.
Kurt: It's not just board meeting attendance there was also other commitments that she has not done -pledge drive shifts, committee meetings.
Paula: It was brought up before because it was becoming a pattern.
Erin: She hasn't been here so there has been an issue of how many board members we have.
Chris: I've been on other boards that attempt to make accommodations, like participating via conference calls.
Keller: We can only make accommodations if someone lets us know what those accommodations would be, there has been no contact. Also if we are going to raise standards for nominees regarding participation and attendance, we must be consistent and have the same expectations for seated board members.
Becky: agrees that we don't have to make a decision tonight, feels that we should also pursue Chris's idea of offering more opportunities to participate. Feels that her lack of response has been disappointing but she may feel under attack by the whole issue. If she wants to continue to participate she should let us know.
Judy: Maybe it would be good to let her know that we are willing to accommodate her but if we don't hear back many of us will interpret that as that she's not interested in continuing to be a member of the board.
Chris and Erin will attempt to contact Maire to see if there are any accommodations that can be made to help her continue to participate with the Board.
Hadrian: In my experience with board training, not attending board meetings is a clear non-management issue,it leaves the person personally liable; a board member not attending is still legally responsible for all decisions the board makes, obvious in courts that you're not doing your job so it is very precarious position to be in; I'm new but I know there have been recent lawsuits, if I was a board member I would not want to be exposed to that kind of liability simply because I was ill. What some boards do is create a board member emeritus status to honor the person who's been on the board to participate as a non voting member when possible.
6. Staff Collective Report -submitted to the Board via email.
Erin: really appreciates that format and the organization
Judy- really appreciates the staff that do a summary, and really likes the raw data that Justin sent, but feels that a narrative would be helpful to know what we're looking for.
Chris M: the staff have a calender for the year, projects that happen every year, it is now online and each member has access to add new activities. Without a manager as a liaison, staff thought this would be a way for the Board to have an overview of what the staff is working on.
Keller: would this be in lieu of the monthly report?
Chris M: no. the Board sets goals, then they become actions items, the staff calender would be a way of tracking longer term projects and station objectives, would that make it more clear how we are doing our jobs.
Zale: we were thinking about creating board member email addresses or one email that all the board members can log in, and check the calender
Becky: if people keep up their calenders it will be useful for doing evaluations
Keller: does this exist at this point?
Zale: not yet
7. Board Appointments
Erin moves to appoint Mimi Villarqui to the board seat that ends in Sept 2011 vacated by Jim Craven and to appoint Hadrian Micciche to the seat that ends in September 2013 that was vacated by Devin Russo.
Paula seconds
Judy: is unwilling to nominate anyone who I don't know. Did anyone do the background check?
Chris A: (to Judy) were you here when Hadrian was talking about his past experience?
Chris M: the Board might want to break it down to individual votes
Erin rescinds motion to separate the appointments.
 Public comment:
Zale: Mimi is really dedicated to KBOO, has taken on the responsibility to chair the development committee, not sure why she isn't here but she has been here for all the meetings prior
Erin: feels that we didn't let her know that this was on the agenda, that was on us.
Randall: is there some concern about backgrounds, can we do provisional appointments?
Keller: provisional appointments cannot be done, because of legal responsibility and access to non-public information
Erin moves to appoint Mimi Villarqui to the seat vacated by Jim craven that ends Sept 2011.
Paula seconds
For: 6
Erin will send an announcement re: new board members to the staff and for the bulletin.
Erin moves to appoint Hadrian Micciche to the seat vacated by Devin Russo Sept 2013.
Nominating Committee will meet this month to discuss the seat left vacant with Marty's passing.
Judy will help with reference checks for future appointees.
Nominating committee will have a board orientation with Hadrian and Mimi and the appointee nominated after the next board meeting.
8. Committee Reports
Finance-Erin: right now our bylaws require us to have an annual audit, Mark Ecklund will no longer be doing it. Debbie has already done a lot of the leg work to reduce the costs, what we need to vote on tonight is accounting services to complete the annual audit that is currently required under the bylaws.
The other thing is that a bylaw change is needed to change the requirement for an annual audit to read at least a review since we no longer receive the funding that requires a full audit.
Erin moves that we retain the services of Kern and Thompson for accounting services and that we allocate an additional $5000 for those services.
Hadrian seconds.
Unanimous vote.
Erin: a gift will be sent to Mark for his years of service.
Finance committee will be working with Personnel on proposed bylaw amendment.
Programming-Becky: right now the focus is trying to get shows reviewed, the plan in that we would do it like we do staff reviews, certain shows will be posted for review.
Chris A: who comes up with the review criteria?
Becky: relying heavily on that information that came from the Marilyn Pittman training
Chris M: there are several different surveys and criteria-listeners, internal perspectives are going to be different
Gary: when you're putting all this together do you have any demographic info?
Chris M-we don't get any Arbitrons anymore.
Personnel- no action items
Nominating committee-did not meet this month
Web Liaison- Judy: put in with free geek for two large screens, VJ is unclear about her budget and is trying to work that out
Strategic Planning-Judy: plan on getting a draft to the Board this week about what we are developing, the next meeting is April 11 and hoping to have a public meeting that same evening at 6:30 pm as well. The PARC folks want to know if the Board wants to meet prior to the public meeting.
Paula: feels that it be harder for me to be held accountable for information I've just received an hour before the station.
Judy: felt that the point was for the Board to have a chance to have their questions answered before the public meeting, since that will be the public's only opportunity to give feedback there may be a time constraint.
Chris A: thinks the announcement for the public meeting should be prominent on the KBOO web page
Development: Paula: first release of KBrOO will be in time for membership drive
Chris A will be getting in contact with Sun regarding press releases for the KBrOO.
9. Board Discussion re: Staff/Station Goals
Paula: thinks that we need to start talking asap.
Erin:wonders if we should wait to get info back from strategic plan
Keller: feels that there should be some reference to the strategic plan in discussing goals for the station
Paula: feels that it should be a Board goal to know how we want to work and want that means to us as board members. I feel that everyone looks to the Board. And at the staff so we need to make sure that we are in sync. I want to know why we are all here, I thought it would be a good idea to have an informal meeting.
Judy wants to have the discussion of the Board role in the collective management
Becky: that sounds more like something we can do at a Board retreat
Chris A: wondering about checks and balances.
Keller: there seems to be three distinct issues that we need to address as a Board-the first being Paula's recommendation that we talk informally about what we bring to the Board and the reasons that we are here; then there's the issue of goals for the stations, which I see as a separate issue from the question of the Board's role in the collective management structure; we would have to come up with goals even if there was a station manager.
Hadrian: thanks for clarifying. How would that look on a calender?
Erin: thinks that a discussion about who we are needs to happen before we can talk about the goals and objectives for the station.
Paula will send email to Board to poll for informal meeting dates.
10. Ideas to consider/discuss-Chris A.
-would like to see a wish list on the website
-need a visual identity for the station, branding is critical
Hadrian: the Board is a decision making body, these things are issues that are more for committees Judy: I hear that there is a suggestion box in the works Zale:Ani and Bruce have been working on putting a secure box in the lobby for people to put evals and for suggestions
11. Closing Public Comment
Randall: ideas to consider; how we can become involved with the Central Eastside Industrial Council, neighborhood/business associations, can be used to grow the organization
Yvette: i'm still waiting for an answer to what happened with Marty, and the minutes should be on the website.
Erin moves to adjourn meeting.
Nia seconds.
Unanimous vote.
Chris and Erin will attempt to contact Maire to see if there are any accommodations that can be made to help her continue to participate with the Board.
Erin will send an announcement to the staff and for the bulletin.
Nominating Committee will meet this month to discuss the seat left vacant with Marty's passing.
Judy will help with reference checks for future appointees.
Nominating committee will have a board orientation with Hadrian and Mimi and the appointee nominated after the next board meeting.
Finance committee will be working with Personnel on proposed bylaw amendment.
Chris A will be getting in contact with Sun regarding press releases for the KBrOO.
Paula will send email to Board to poll for informal meeting dates.



Meeting of the KBOO Board of Directors 2011/02/28

Meeting of the KBOO Board of Directors February 28, 2011
Board Members present: Chris A, Nia L, Kurt, Paula, Keller, Judy, Erin
Absent: Maire Cullen, Marty Soehrman, Becky Chiao
Pete Meyers, Hadrian Miccache, Gary Betts, John Mackey, Lyn Moelich, Zale Chadwick, Tom Hood, Mimi Villarqui, Alicia Olson, Yvette Marinowski, Rabia, Crystal Elinski, Louis Sowa, Andrew Geller, David Hill, SW Conser
6:25 Quorum reached/Check-in
Public Comment
Louis-wrote a statement:”came to volunteer at the station knowing no one and having limited experience, has been very involved with the engineering committee for 7 years but resents that he and the committee were not involved in the decision to fire the chief engineer-unsure of his continued involvement with KBOO.”
John Mackey: have written statement for the Board.
Yvette: have worked with engineers, John Mackey does things by the book and follows the rules, doesn't see that he's done anything wrong at all.
Glen: heard that there is a group trying to get Al-jazeera on the airwaves, went to the meeting and was surprised to find no one from KBOO was there.
Crystal: doesn't know the process, but John was the first person to ever ask me to fill out the evaluation, this seems so sudden to me.
Chris A: doesn't feel qualified to judge, bears thoughtful evaluation.
Staff Reports
Chris M: Chehallis Update- Chehallis Valley Association has challenged our petition-we had to amend the Chehallis app with a transfer of ownership to reflect the changes in the Board, the FCC will look at the case in the next 2-3 months-best case scenario we are granted the license, worst case the FCC holds a hearing and we make our case.
Ani: staff reports have been emailed to the Board, in the interest of time there isn't really anything additional to report at this time.
Committee Reports
Erin: Debbie has given her notice, is working with the staff as long as possible to make for a smooth transition. Committee discussing a potential bylaw amendment that gives KBOO the option of doing a yearly audit or a review since we no longer receive the government grants that require an annual audit.
Debbie has checklist from the insurance adjuster giving info on what types of things to include in an inventory. May need to purchase some sort of software to help track assets.
Erin will be the lead person on the inventory project, will ask Becky if she is interested in participating as well.
Paula: encourages people to join the development committee if people have ideas they would like to help implement; a Hood River live remote is in discussion; committee looking to increase visibility in community events; moving toward KBOO: more than just radio, a KBOO online store with expanded merchandise; planning another dine out for KBOO in the summer; and a KBOO coffee is in the works as well.
Rabia: the flavor could be eclectic
Programming- update sent out by Chris M. Becky isn't here to give report.
Personnel- committee was canceled last month.
Nominating Committee
Keller: nominating committee met, in discussion was the nominating process. Committee agreed that it seems imbalanced that a person has to attend 3 committee meetings to become a voting member but a person could be nominated for the board having never attended a single meeting. Nominating committee is putting that into practice and we are working on coming up with written guidelines and expectations for potential candidates. We felt that while during election time we get who the members vote for we can use appointments as an opportunity to find candidates that fill specific needs to build a better board.
Ani: was there a specific number of meetings?
Keller: needs to be decided on by the whole board, at this time we are asking for at least one. We have five applications right now.
Paula: in my research with other boards, the general consensus is that they spend an additional 10 hours a month on board duties
Andrew: would this require a bylaw change, the bylaws stipulate how and who joins the board
Ani: this is for appointees only
Andrew: so appointments can have higher requirements?
Keller: yes
Board Appointment Candidates
Pete: this is my second Board meeting, lawyer, is a progressive and loves independent radio, is eager to serve and feels that I will be a great asset.
Hadrian: was a program host at KRAB and KAOS, served on several boards in health social service, was a board trainer for United Way, former mental health worker, got into fund raising, worked for Greenpeace and health organizations, and is new to the Portland area and looking way to contribute to the community
Gary: long time Portland resident, building a home in Wilsonville, board member of Citizens TV, has a little bit of of knowledge, spent some time teaching, community was able to build interest in Pendleton station by going to the farmer's market and setting up a mock live remote
Mimi: spoke at least meeting, nothing that needs to be added urgently but happy to answer any additional questions as well.
Judy: it seems that all of you are very busy, the Board is a time commitment with a meetings and extra work as needed, also there is often a need to communicate often via email in between meetings.
Pete: 10 hours a month seems a very low estimate, understands that things pop up, and is committed to being here for the entire 3 years, is comfortable using email to respond.
Judy: clarify that the terms are the remaining time left in the vacancies that you are appointed to fill.
Hadrian- when I make a commitment I follow through, when I was training board directors I broke it down into 2-3 hours for meetings, another couple for community time plus special projects.
Gary- email, i've heard of it. I'm here pretty regularly because I'm building a house in Wilsonville.
Keller: the ideal nominee will be involved with the station in addition to just the minimum Board responsibilities. This includes membership drives and there has been a call from the staff for the board to be more fund raising activities. Are you comfortable with this level of involvement?
Hadrian: the main responsibility of a ward is to be responsible fiscally, to represent the organization to the community, a contributor financially and with time. It's a pretty important job.
Gary: i don't understand what the question is, I really don't understand what fund raising it, but I've done it. It takes creativity. Sure I'd love to help.
Mimi: is already involved in development and participates regularly with membership drives.
Judy: each Board member is involved with a particular committee, would like to hear what your personal interests are.
Pete: Governance and personnel, is involved with writing an employee handbook at another organization.
Hadrian: as a former trainer, board development is one of my interests. And as a former fundraiser the development committee interests me.
Gary: is very interested in the technical aspects, conflict resolution has always interested him
Keller: any member of the public who has questions for the candidates can forward them to Kurt or I as members of the nominating committee in the interest of keeping time this evening

Board/Staff Retreat
Erin: feels that we desperately need a board retreat, would like to see a meeting set.
Judy-would like to consider waiting until we nominate new board members to do so
Erin- understands wanting to wait but feels that it would be a great opportunity to get a jump on next years budget, also brainstorming, there have been some very difficult situations lately that people may need to vent, simple agenda with a facilitator who isn't Board or Staff
Ani will take it to staff to set a date for a board/staff retreat.
Erin will send email to board and staff with possible dates to consider. March 26, April 2, April 9. Venue TBD
Andrew: hopes that he will receive info from board to confirm nominee's member status.
Keller will email nominee names to Andrew.
Staff Management Proposal
Kurt: there has been no station manager for nearly a year, and recently the holes in the interim plan have been obvious and challenging, things are falling apart, think it would be in the best interest to have a deadline for the staff management to have a working model complete.
Ani: disagrees that the collective is falling apart, there are definitely holes that need to be filled and the staff is ready to have a proposal before the Board for the April board meeting.
Erin: feels that if we had a proposal at the Board/Staff retreat,we could offer feedback.
Paula: agrees with setting a deadline because at the end of the day the board is responsible to the membership. It would help me to know, as a volunteer not just a board member, what's going on. who is in charge of what, etc. Would like to see that the staff believe that this is a functioning plan and not a wish list.
Judy: does not know if the Board needs to know what the final plan is before we figure out what our role is.
Keller: we should be working on what we, the Board, feels our role should be within the organization independently from the staff, then we take what we think and what the staff believes our role should be and coalesce them into a real working relationship.
Zale: it would be helpful for the staff to get an idea of what the Board is looking for in the plan; for example do we have goals and objectives for the staff collective, which in the past would have gone to the station manager to be relayed to the staff?
Erin: evaluation for station manager included a work plan, we need to give some direction to the staff as an entire body; how are we holding people accountable. Also in concerned about the Board president burnout factor, has seen the Board president having to act as station managerin the past few week.
Andrew: not happy about hearing about what the staff have failed to do; this has not been an easy process; a lot of pieces to pick up and many staff members have taken on more responsibility, lots of things have been left undone when we had a station manager; learning how to deal without there being a point person, chris and ani have taken that over a significant portion of tasks
Keller: wants that staff to take credit for the things to that they already do, putting on paper what is already happening on practice
Ani: suggests a Board/staff meeting to deal specifically with collective management proposal.
Erin will send out an email to coordinate collective management board/staff meeting.
Nia: wants to see us develop a system so that the Executive Committee is not having to meet so often. Try to anticipate and deal with emergencies.
Yvette: feels that the public is bypassed in the decision, thinks that all things need to be in the open to honor the public
Paula: encourages people who are concerned and interested should attend committee meetings
Gary: for the collective to work, there must be open communication with all collective members.
Alicia: we do have many opportunities to avail ourselves of information not just going to meetings, there are things being posted on the website including the Board meeting minutes and staff collective updates
David: i'm not really involved but you guys really need a manager, think we need to be more on the street and that's how to get people involved
Erin moves that the Board gives the staff an April 20 deadline to submit a completed staff management proposal.
Judy seconds.
Unanimous vote
Erin: wants to have an opportunity for the Board to meet so we can discuss our role in the collective.
Final Public Comment
Hadrian- suggests that a representative from the Board attend staff collective management meetings
Alicia- my hope is that in the collective that someone takes the HR responsibilities, hiring and firing, etc. will take this to the personnel meetings as well.

Closed Session

Public meeting Reopened
Erin moves that KBOO will spend no more than $3000 to work with MV networking on immediate IT needs. Chris M will work with Tom to negotiate the contract to minimize KBOO's expenses.
Paula seconds.
Unanimous vote
Erin will be the lead person on the inventory project, will ask Becky if she is interested in participating as well.
Ani will take it to staff to set a date for a board/staff retreat.
Erin will send email to board and staff with possible dates to consider. March 26, April 2, April 9.
Keller will email nominee names to Andrew.
Erin will send out an email to coordinate collective management board/staff meeting.



Meeting of the KBOO Board of Directors 2011/02/09 - Executive Committee


Executive Board Meeting
February 9th, 2011
In Attendence:
Kurt Lauer (Board President)
Nia Lewis (Member at Large)
Paula Small (Board Member)
Erin Brand (Treasurer)
Chris Merrick (Program Director)
Zale Chadwick, briefly (Admin. Assistant)
Meeting started at 6:07pm
Moved to go into closed session to discuss a personnel matter.
Meeting ended at 7:35pm



Meeting of the KBOO Board of Directors 2011/02/02 - Executive Committee


Executive Board Meeting
Feb 2nd, 2011
In Attendence:
Kurt Lauer (Board President)
Nia Lewis (Member-At-Large)
Erin Brand (Treasurer)
Meeting Started at 6:16pm
Moved to go into closed session to discuss a personnel matter
Left closed session at 6:45
Executive Committee authorizes the Board President to contact legal advice regarding personnel matter.
Meeting Ends at 6:50pm

Meeting of the KBOO Board of Directors 2011/01/24

Meeting of the KBOO Board of Directors January 24, 2011


Present: Marty, Paula, Kurt, Judy, Erin, Keller, Chris A

Absent: Becky, Nia, Maire

Staff/Public-VJ Beauchamp, John Mackey, Ani Haines, Andrew Geller, Zale Chadwick, Alicia Olsen , Louis Sowa, Crystal Elinski, Chris Merrick


Thanks to Kurt for dinner. And Chris A for extra snacks.

6:18 Board Meeting Begins without quorum/Check-in.

Public Comment-

Andrew: speaking as a volunteer not the membership director, concerned that the board is voting on items tonight that will increase the deficit, wants the board to give serious consideration to where the funds will be coming from and not just assume that the staff will “just take care of it.”
Ani: made announcement that longtime KBOO host “Firefly”,Tony Alabi, has passed; staff received message from Ras Danny. KBOO has lost a family member. We are in touch with his family and will keep folks posted on memorial information.

Staff Report-report on file

Board Appointment Candidates
- Mimi Villarqui has been a volunteer since March 09. Had mentioned to Ani that she was interested in Development and was able to start participating right away. Has board op'd and been involved with the development committee. Has looked for opportunities to be involved more since she started working.

Kurt: does your schedule allow you to be available for the meetings.

Erin: there are now two seats available.

Mimi: don't have preference of terms, worked as a teacher for several years, leadership , studied marketing.

Judy:What do you see as a challenge for KBOO.

Mimi: outreach, reaching new listeners.

Louis: Being on the board requires more than one Monday and can be very challenging. Are you ready to take on the responsibility and time? Wants Mimi to be aware of the challenges that can come up


Erin Moves to appoint Mimi to the Board of Directors.

Paula seconds.

Keller: feels that it would be remiss to appoint someone that has never attended a board meeting. I feel that we should allow Mimi the opportunity to attend a meeting, gives candidates a better idea of what to expect

Judy: support if we voted to approve with the start date to be determined. Mimi can then rescind if she changes her mind.

Paula: agrees that candidates should attend a meeting

Ani: concerned about where it falls into bylaws to appoint and not seat. Mimi can be included in tonight's meeting as if she were a board member but if she is appointed she is seated

Erin: feels that having an opportunity to be included in the email would be beneficial in getting Mimi up to speed.

Marty: we need to look at what we can do to change the fact that people don't finish their terms.

Ani: reads section 7

Erin rescinds motion.


Committee Reports.

Finance: Erin:We are still in a deficit, but membership income has been over budget so there is some good news. Finance recommended that we adjust the web coordinator's job to increase pay and time per proposal.

Paula: also included in the discussion in finance was where these funds would come from.

Erin: feels that we can take it on as the board to fund raise, if we feel that the web is a priority we should demonstrate that by making a commitment to raise money as a board, they are separate issues but we should be keeping it mind that

Chris: do we have a specific goal in mind of what we'd expect by increasing the hours
Kurt: wanted to clarify that according to finance this would still be a 20 hour position, with approval for overtime in recognition of the work that VJ had done to catch us up.

Erin: the plan is temporary with the understanding that it will be re-evaluated.

Ani: the benefit to extending this to the end of the fiscal year, mid-year budget review is happening, the strategic plan.

Paula: we felt that setting it until the end of the year places a larger fiscal responsibility on the board to pay for it, especially in light of the unexpected equipment issues that have arisen.

Ani: update of engineering equipment needs, the STL is not needing to be replaced.

Judy: the reality is the web is the future and we shouldn't just focus on catching up, wanted to clarify that the staff supported the increase until the end of the fiscal year. Supports extending the increase to the end of the fiscal year so that VJ can really focus.

Nia: are you getting training from Roger? I was under the impression that the plan was for roger to train the Web Coordinator as he did not plan to do it indefinitely.

Paula: the 90 days gives opportunity.

Nia: who will do the review after three months

Kurt: the board will vote to extend, the finance committee will be tracking.


Erin moves that the board allocates 10 more hours per week of pay for the web position effective February 1 for 90 days.

Paula seconds.

Unanimous vote.


Personnel- Personnel committee changed the verbiage in all job descriptions to reflect "regular” membership drives rather than a particular number

Comm also recommends compensating the underwriting coordinator for a discrepancy calculating paid time off benefits.

Paula: Has he been recording the actual hours and no one's caught it.

Ani: Justin has been recording it and mentioned it in his last performance review

Personnel recommended Justin be granted retroactive time.

Kurt: request amendment that include having Justin sign saying that it has been resolved.

Erin moves to approve the action items presented by the personnel committee.

Chris seconded

Unanimous vote.


Ani: will communicate with Debbie to and Zale to make changes

Development-Paula: Blazers night went well, sold at least 50 tickets, square dance is coming up, fundraiser coming up next week, has increased community partnerships,

Judy: went to a film and we heard KBOO. And that's all they said. Not even community radio.

Programming committee did not meet due to inclement weather.

Engineering- John: STL has been fixed. Still recommends planning to buy a new one, but it is not as urgent. There is an antenna pole on the roof that needs to be replaced.

Pendleton Update - Gary Lee Betts was not able to make it.

Policy# 3 Ani: as part of the collective management transition felt that we did not need to reinvent the wheel but need to be updated to reflect current, institutes the change that there will be an evaluation committee, that includes 2 staff and at least 1 board member. Performance criteria primarily remains the same with a minor formatting change.

Judy: evaluations and evaluators will be confidential, wants to know how that's happening since they have names on them.

Ani: the person being evaluated gets s summary of comments without knowing who said what. The concern was that people could not be candid in their evaluations for fear of reprisal

Judy:concerned if it were volunteers are part of the CRC that would be problematic

Erin: their could be a potential conflict if the same people are on the CRC as are on the evaluation team, as long as we are aware of that

Paula: legally there is a concern about volunteers having access to confidential personnel information

Kurt: what other options beside the CRC

Ani: the board

Chris: advocated to keep it in the CRC, people are chosen for the CRC based on their experience or qualifications, the decision would just be if the eval was done fairly not just as a way for the employee to register disapproval , feels that there is less likely to be a biased decision with having a 3 person eval team.

Keller: we are volunteers, we choose CRC members according to their skills and qualifications

Paula: we are volunteers but we are legally obligated to the organization, so any decisions that they made would need to be upheld by the board.
Keller: if the concern is that we as the board would not know if a since we have a board member on the CRC, could we just include wording that the notification of challenge to the eval that the board and the CRC would be notified

Ani: add changed wording

Judy: wanted to clarify that the members of the evaluation team will be changing.

Ani: the staff agreed that it will rotate through the staff so as to share the fun

Keller moves to approve policy #3, Employee Evaluation as presented by the Personnel Committee with the following changes: in section 10 , adding “the CRC will then notify the Board that they have received an appeal.”

Erin Seconds

6 to approve

1 opposed

Housecleaning (physical).-Kurt: the entire building is in need of cleaning, dead storage is overrun

Keller: I think that we should be cautious about issuing mandates to staff, however there is an issue with a lack of inventory

Paula: it is a much more urgent issue in that our insurance is not current because of a lack of a assets inventory. Debbie has been trying to get this made into a priority.
Ani: there are a couple of issues. There was a request made by the board last spring to get an inventory together. Dead storage has long been an issue, it has been an issue for several departments. It's also a place where we keep spare equipment. There are competing needs for a limited about of space.

Marty: wants to know what kind of inventory do we have.

John: several times a year, Debbie and I go through.

Nia: do you track it yourself, it seems that it wouldn't be very effective for the finance person to track.

Erin: will contact Debbie about insurance and inventory


Nia moves that each staff person complete department inventory within 3 months.

Keller seconds.



Erin moves to go into closed session.

Unanimous vote.

9:19p Closed Session




2011 Election/Annual Meeting Results

We had a pretty mellow time at the KBOO Annual Meeting this year, cozy inside at Tabor Space, while it drizzled outdoors.  We believe the meeting was recorded and will work to make that available online.

The by-law amendment passed. The winners of the election are:

Alicia Olson

SW Conser ("Conch")

Marc Brown

Lyn Moelich

Thanks to all the candidates for being willing to run and to eveyone who helped with the election proceedings.  Special thanks to accountant Linda Barkus from Wilken and Co., P.C. who received and counted our ballots, and thanks to Annie Vergnetti who provided musical entertainment.

There was a great show of support for KBOO, with ideas and energy communicated about how we move forward with the Strategic Plan. 

Board Application (12-2010).doc43.5 KB
NCE Board Member Questionnaire for new license.pdf147.46 KB

2010 Meeting Minutes

Short Description: 
2010 Meeting Minutes

Meeting of the KBOO Board of Directors, 2010/12/20

Meeting of the KBOO Board of Directors December 20, 2010

Board members present: Chris Andraea, Marty Soehrman, Maire Cullen, Kurt Lauer, Keller Henry, Paula Small, Devin Russo, Nia Lewis, Becky Chiao, Judy Fiestal
Staff Rep- Ani Haines
Community/Staff- Sekoynia Wright, Rabia Yeaman, Per Fagereng, John Mackey, Crystal Elinski, Louis Sowa, Yvette Marinowski, Zale Chadwick, Alicia Olsen, VJ Beauchamp, Ruth Kovacs

Meeting Starts/Check-in 6:00p
Paula moves to start meeting.
Devin seconds.
Unanimous vote.
Public Comment- Daniel Forbes: new to area, has extensive experience in journalism, is interested in running for the board. longtime listener of WBAI in New York.
DJ Audio: wants to return to bring more hip -hop to the station like he was doing before
Ani: clarified that DJ Audio has never been banned, show was taken off the air, ha has already been advised that he needs to meet with Ani and Chris M about applying with programming; reminded that these issues are not in the purview of the board.
Ruth: wanted to promote the idea of developing the Pendleton station. was surprised to hear that the matter has been resolved and KBOO is working with a local group to develop a station that will be run by the group.

Vote of No Confidence in Board President- Maire
Maire:not sure where the vote of no confidence idea came from. Wanted to bring up issues from the Chehallis discussion but did not intend to make it a vote.

Staff Reports-Ani, John
-Staff has sent policy #3 revisions to the personnel committee to finalize for board approval
-Have started working on policy#5
-Currently discussing formalizing the staff decision making process
-Music training excellence classes are being developed by Joe Azevedo and Erin Yanke
-Erin Y is looking for class ideas, as well as new trainers
-Winter Membership Drive-Jan 27-Feb 5
Kurt: encourages all board members to do at least 3 shifts
Keller: That seems fair since programmers have to do 2.
Development: Hopworks Urban Brewery is developing the KBOO beer.
Becky: would like to see stickers that match Hopworks label.
Web-VJ has added a PDF of the program grid, staff will be discussing developing a KBOO app for mobile devices, KBOO is now linked to Powell’s Bookstore if people link to Powell's from our site KBOO gets 7.5% on anything purchased.
VJ:The KBOO app will be specific to KBOO, there are already other apps that connect to community radio.
Finance-Is working to make sure that equipment is insured.

Chris A: heard that the Bank of the Cascades might be a failing bank. Is that a good one for us to be associated with?
Paula: They are not failing, they’ve actually been picking up more business from other banks that have been failing. Credit unions can’t handle the number of EFT’s that we generate during the drives. We looked within community first and Bank of the Cascades was the closest we could find.
Paula: also wanted to acknowledge Rebecca and her team of people that are uploading our newscast every day usually within an hour of airtime. FSRN is suffering financially and more than likely will not be producing content past next week. Rebecca has been on top of working with Chris and Kathleen and programmers to plan a strategy.
Pledge Drive- Judy: heard that specials don’t make money during the drive
Ani: some do, some don’t. Andrew did some tracking and found if they are done and promoted well they generally do better.
Chris A: wants to see live remotes during pledge drive.
John:serious problems with STL (studio to transmitter link), we have two and even the back up STL has been having problems. we may be approaching the time when we have to consider replacement.

Strategic Planning-Bill Flood (PARC): the team has been gathered to provide direction for KBOO consisting of board members, staff, programmers, and community members. working to identify critical issues. KBOO does not have a mission statement- a concise statement of what we do. all staff have been interviewed in the process. has two questions: what do you want to accomplish with this plan? will the board buy into the accountability of collective management?
Becky: adapting to the new scene of radio. keep up with the changes in Portland. better question is what can the board do to support the staff?
Nia: How often are we going to get SP updates, can we get them in writing so we are not taking up board meeting time?
Ani: There will be a strategic planning page on the website where people can make comments, ask questions, etc.
Bill: I can send a monthly consultant summary
Marty: where has collective management model been working?
Keller: Because of poor management in the past the staff have already been running the station informally. Now it's just a matter of making things on paper coalesce with what's happening in practice.
Rabia: it would be very complicated to have the board directly supervise staff since board members can be programmers and that would mean that they would supervise someone who could conceivably supervise them,
Chris A: needs a high visual identity that we define ourselves. right now the image is defined by others- tye-dyed hippies.
Kurt: will answer questions in email.
Bill: Feb 8th 6:30p Community Strategic Planning Meeting-location to be announced.

Becky votes that we approve November minutes with additions to be submitted by Maire. (No additional information was provided)
Nia seconds.
7 In Favor 2 abstain

Committee Reports
Engineering-See engineering report:EAS-CAP compliance time line has been extended, so no new equipment is required at this time.
STL- likely to need replacement in near future.
Becky: on page two there's a thing about me or whatever, will say that when I was board president I did try to be proactive, talking to John about some of these issues he keeps bringing up and that since I haven't been President I haven't been. so we had that discussion so if anyone wants me to do something about talking to John I will, but this is fairly accurate of what can happen.there is something in the report regarding her talking to John that she felt was inaccurate.
Programming- made decision to make Tillicum Wawa a weekly show
Nominating Committee- still accepting applications for new board members,
Maire: volunteered to make an on air cart, also met to talk about attendance issues at Keller’s request
Personnel-policy#3 staff evaluation policy
Development-Paula: Shanghai night is coming up New Year's Eve.
Rabia: KBOO will get kickback regardless of what you buy at when you link through the KBOO website.
8:17pm Nia moves to go into closed session.
Devin seconds.
Unanimous vote.
11:00p Judy moves to adjourn meeting.
Keller seconds
Unanimous vote.

Meeting of the KBOO Board of Directors, 2010/12/8 - Executive Committee


KBOO Executive Committee Minutes – December 9th, 2010
In Attendence
Kurt Lauer – Board President
Nia Lewis – Executive Member at Large
Erin Brand – Board Treasurer
Scott Pratt – Legal Counsel
Meeting starts at 6:41pm
Move to go into closed session to discuss litigation.
Meeting ends at 7:50pm

Meeting of the KBOO Board of Directors, 2010/12/1 - Executive Committee


Wednesday, December 1st, 2010

  Executive Meeting, KBOO Studios

  Present:  Kurt Lauer, Nia Lewis
  Via telephone:  Erin Brand

  Meeting begins:  5:38pm

  General discussion of KBOO Foundation acquiring Chehalis signal, recently made available by the FCC.
  Kurt favors the acquisition.
  Nia addresses financial considerations regarding KBOO if signal cannot be re-sold to another buyer.
  Erin agrees that the opportunity should be taken.
  Majority of Board members have responded to the affirmative, via e-mail discussion.

  Kurt asks the question, "Shall we pursue the Chehalis signal if it is still available to us and can be authorized?"

  Yea - 3, unanimous

  Nia to confirm paperwork with John Mackey
  Kurt to sign paperwork when presented.

  Meeting ends:  5:45pm


Meeting of the KBOO Board of Directors, 2010/11/22

Approved 12.20.10

Board Meeting 11/22/2010

Present-Becky Chiao,Erin Brand, Keller Henry, Marty Soehrman, Chris Andreae, Paula Small, Kurt Lauer, Judy Fiestal, Maire Cullen, Devin Russo, Nia Lewis,

Absent-Jim Craven(excused)

Staff Rep-Ani Haines

Community/Staff-John Mackey, Alicia Olsen, Louis Sowa, Zale Chadwick,

 Thanks to Chris Andreae for bringing dinner.

 6:00p Check-In & Dinner

6:20p Meeting Start

Public Comment: None

October Minutes-Becky moves to approve minutes

10 In favor.1 abstain

Presentation from Chris Andreae

  • Orientation: Feels that more emphasis should be put on making sure that everyone attends orientation. Orientation could be a day long, more detailed session. Perhaps an orientation team of experienced volunteers to work with new volunteers.

  • Funding- will bring this up again at a later date.

  • Name Branding-KBOO needs to create a recognizable brand; feels that the former model of “outreach” is outdated.

Kurt: agrees that we should be focusing on bringing new audience to kboo.

Nia: wants to clarify that the strategic planning committee is currently working on some of these issues.

Judy: the committees are the place to bring specific ideas. The board hasn’t really been working specifically on outreach.

Paula: the brand issue would have to come to the board.

Staff Reports-Ani· (staff report doc attached)

  • Watershed Event- there has been some confusion about requirements for the broadcast but the event is going to happen. The planners want to try and make this a monthly event.

  • Advanced Conflict Resolution Training- Zak Schwartz- Staff will be setting a date for the 6-hour training. Will be on a Friday, required for all staff and board members, then spots will be opened to committee chairs, receptionists etc. The idea is to train a core group of attendees who model behaviors then help develop our own in-house trainings. These trainings would be offered quarterly at the station.

  • Chehallis Transmitter-John reports that KAOS wasn’t interested and said that they did not budget for it and could not commit to partnering and it seems that at this point we have to decide whether to let it die.

  • Judy: Requests a closed session to discuss personnel issue.

  • Staff Evaluations: Marty will work with Ani and Erin Y to complete evaluation for John.


FCC reporting-Zale

  •  Because there is over 50% change in the board in a year, we must get approval from the FCC. Sent out a survey that all board members need to complete.  Marty will email Zale with the completed survey.


Committee Reports-Board liasons

  •  Programming- Becky: listening parties are being planned to evaluate shows to complete programming changes. The goal is for all shows to be evaluated every two years.

Chris A: wonders if it would be better, as some stations do, to limit the participation of program hosts as a conflict of interest.

Judy: suggests that the program committee consider adding a annual peer evaluation, feels that one evaluation in a two year span would be less than effective. Would support programmers and staff.

Paula: ideally the program committee should be listening more often.

Louis: How would we get people involved on the programming committee who are not programmers?

  •  Finance-December Meeting Canceled, will resume in January.

  • Web-Judy: VJ met with Roger and was able to get full access to the website as requested.

  • Personnel-Nia:Upcoming events- Square Dance and Mardi Gras; David Barsamian Event just about broke even, served more as a thank you for major donors than fundraiser.

Paula: reminds that we should be pushing the Blazers event since we can are limited in the promotions we can do for it.

  • Personnel- Ani: committee recommended additions for the nominating committee to consider for the board handbook; board secretary should be official repository for all board documents

 Zale: all the back-up documents are currently located in the “manager’s” computer, can work with secretary to create a paper file accessible to board secretary

Keller: committee suggested 4 policies for the staff to revise within the new staffing structure.

Judy: does not know what is going on regarding the staffing structure.

Ani: reviews the Transition Plan for Station Manager Responsibilities that was approved by the board in the spring. will print copies of report and put in board member mailboxes for the board books.(doc attached)


City Club Membership-Kurt

  • Remote Broadcasting-KBOO used to have membership and did a live remote then OPB started doing them. OPB is no longer doing the live remote. Should we attempt to resurrect the relationship?

Chris A: a great place to promote KBOO.

Paula: needs reps outside of the live remotes to do the networking aspect.

Chris A: already a City Club member, volunteers to represent KBOO.

Judy: the live remote sounds like something the staff should be deciding on.         

Kurt: is the Board interested in paying for a membership?

Paula: perhaps we could just decide year by year.

Becky: is the city club looking for someone to do the live remotes?     

Keller: there seems to be two distinct issues- membership and live remotes. do we have to pay to be a member to do the live remotes? if we do the live remotes, would we be comped the membership fee? perhaps Kurt can follow up on that.

Paula-board by-in is necessary,

Louis- seems that it would be a very unsual part of programming, possibly bringing in a newer audience to the station.

Marty: suspects that it is probably wanted to be done live and that wouldn’t be hard.

Keller moves that the Board requests that staff work with engineering work group to assess the feasiblity of broadcasting the live remote of the City Club Meetings.

Erin B Seconds.

Unanimous vote to approve.


December Board Meeting moved to December 20th


Board Member Attendance-Keller

Keller: At last month’s meeting, the board asked for a commitment from Maire that she would attend the next three board meetings, or she would be removed. As she did not attend last week’s special board meeting, i'd would like to move forward and ask that she be removed.

Devin: Last week’s meeting was an ad hoc meeting, Kurt said that it would not be a required meeting.

Paula: She understood it to be the next three board events, that’s meetings, retreats, etc.  Last week’s meeting was official, as we had to post notice, it was officially called, and was a special meeting.  She has the understanding that if Maire was to miss any board events in the next three months, the board would remove her.

Is there a second? Not at this time.

Becky: Would like to discuss this: thought this was sent to the Nominating Committee, to deal with attendance issues.

Keller: Read from last month’s minutes passed earlier this meeting.

Judy: Wants to hear from Maire as to what happened last week, but isn’t sure about removing her.

Point of process from Louis—there isn’t a second, there shouldn’t be further discussion.

Erin B seconds.

Nia: There was an issue of lack of communication as well, would like to hear about why Maire wasn’t able to attend and why she did not communicate.

Maire: Was not aware of the meeting until the weekend before the special meeting—was unable to change her dialysis time for that date, due to the lateness of her finding out.  Also, Chris M told her that it could be a conflict of interest for her to attend.  She would like everyone to have her cell number, as she only has access to a loaner computer. Did her absence hurt anything?

Keller:  We need the communication from you, you are one of twelve board members, and each person is essential.

John Mackey: Saw Maire asked to not be involved in meetings / process that addressed the on-going conflict, that Maire is a party to.


Yes: 1

Opposed:  6

Abstain: 3

Maire recuses herself from the vote.

Judy: Suggests that the nominating committee work closely with Maire to ensure better communication.

Paula: Maire has told us that she may not be able to make the meeting in December, based on her dialysis provider changing. 

Kurt: If she can’t make December, we know what’s going on and it will be considered an excused absence.


Jim Craven’s Resignation

Kurt: Jim has resigned the board effective immediately.

Becky: Nominating committee should find a person to fill the remainder of his term, which ends Oct. 2011.

Ani: reads from By-laws Article VI section 6 regarding vacancies.  Recommends that vacancies be widely posted, and that the Nom Com interview and or perhaps hold a meeting for interested members.

Nia: Suggests that NomCom approach Mimi V., a member of the Development Com.

Zale: Nom Com!  Go Nom Com!

Erin B: Wants to see the Nom Com meet around this.

Zale: will be sending out an election handbook to the board. Encourages that we post this widely to encourage as many candidates.


Tom Wendt/2011 Keeping the Blues Alive award winner-Keller    

  • The award ceremony in Memphis. If Tom wants to go, should KBOO try help come up with the funds? If not, how else can we recognize Tom in town?

Erin B: Someone may be able to donate frequent flier miles.

Marty: brings up the possibility of broadcasting the ceremony.

Paula: Could look at partnering with Cascade Blues Association for a fundraiser.

Kurt:The award was for blues excellence in community radio.        

Chris A: We could so media press releases,

Ani: A volunteer who is close to Tom is going to ask whether he wants to attend the ceremony. 

Judy: How many people have we done this for in the past?

Marty: This kind of thing is a rare honor and we should be consistent in honoring people in the future.  Can we post something on the front door?

Paula: Create on-air spot.

Closed Session-Judy moves to go into closed session to discuss a personnel issue.

Devin seconds. Unanimous yes.

Meeting Open To Public

Keller moves to adjourn meeting.

Erin B seconds.

Unanimous vote in favor.

 Meeting Ends 10:04pm


Transition Plan for Station Manager Responsibilities board approved 02 2010.doc39.5 KB

Meeting of the KBOO Board of Directors, 2010/10/25

Approved 11.22.10

Board Meeting Minutes 10/25/10

Board Members Present: Kurt Lauer, Erin Brand, Marty Soehrman, Keller Henry, Paula Small, Maire Cullen, Devin Russo, Judy Fiestal, Nia Lewis, Becky Chiao, Chris Andreae, Louis Sowa(outgoing president)

Absent: Jim Craven

Staff Reps: Ani Haines, Chris Merrick

Members of Public/Staff: Sun Lee, Rabia Yeaman, Per Fagereng, Alicia Olson, Yvette Marinowski, Zale Chadwick, John Mackey, VJ Beauchamp


Thanks to Becky for bringing dinner!


DInner and check-in: Board members report on what's been going on for the past month.


Louis advises that he will be serving as president during the meeting until a new president is elected and reminds board members that discussion of a topic should not happen until after a motion is made.

Development Update:Sun

  • Boo Bash is coming up on 10/28 at Mt. Tabor Theatre. Give a little history on the Boo Ball and it's evolution. It's been two years since KBOO has hosted the Bash.

  • Hands out raffle tickets for board members to sell, encourages the board to be more involved in fundraising. Raffle will be done twice a year.

  • David Barsamian speaking event and major donor reception -encourages board members to attend reception- First Unitarian.

  • Blazers Game- outreach opportunities- tablers from past event (Jan) report success/positive community response.

  • T-shirt Contest-KBOO will issue a limited edition t-shirt: artist design submissions, voted on by members; perhaps tied into an event to focus on community building more than fundraising, increase traffic to website.

  • Dine out and Blazers events can't be promoted on air, because a for-profit company is partially benefitting from the event.

  • Development Committee meets 1st Mondays at 6:00pm.


Public Comment

Rabia: Advocates lawn sign promotion/inexepensive and high-visibility. Opportunities to reach communities where KBOO is underrepresented.

Per: Would like to see a new bumper sticker. Feels the new stickers don't stand out.


September Minutes

Judy moves to approve September minutes.

Becky seconds.

10 In Favor

1 Abstain


Attendence Requirements

Becky:  The Nominating Committee is the right body to deal with non-participation and absenteeism of board members—suggests the Nom Com follows up.

Keller:  Feels the board must set the example to fulfill commitments.  Proposes that Maire make a firm commitment to attend the next three meetings, or that she be removed.

Erin: Similar concerns given that the CRC had to act last month, and Maire didn’t return any communications.

Judy: Is also concerned over Jim’s ability to participate.  He has missed several meetings due to work, and hasn’t fulfilled committee work.  Agrees that the NomCom should follow up.

Paula: Not the first time concerns over participation expectations have come up; feels the need to be very clear about the board’s expectations.

Kurt: Feels it is important to establish clear expectations at this, the beginning of the new board year.

Rabia: Supports upholding the by-law to remove for non-participation.

Ani:  Reads bylaw, Article VI, sect. 8, (a) last sentence regarding non-participation and removal by board members.

Maire: Says that she wasn't aware that her presence was required at the annual meeting.


Keller: Point of Clarification- refers to August minutes: Maire's attendence and failure to follow through on board responsibilities were on the agenda. Maire assured the board that she would attend the annual meeting and committed to bringing the refreshments.


Yvette: Concerned that this may be used politically.

Keller : Move that the board ask Maire to make a specific commitment to attend the next three required board events that are noted in bylaw Article VI, section 8, (a); failure to do so will result in vote by the board for removal.

Devin seconds. 6 in favor 2 opposed 2 abstain

Meeting lengths/Schedule

Jim had expressed concerns at the Board Meet and Greet over a personal schedule conflict. Via email, board members discussed possible changes to the regular meeting day/time, but found that the current day/time works best for most. Jim did not participate in the email discussion.

The Board finds that no action is necessary at this time.

Devin: Concerned about meeting running long, he cannot stay past 10:00pm.


Role of the secretary of the board

Louis: Suggests that some secretary duties be shared with Vice President.

Judy: It has been good practice that minutes be sent within a few days of the meeting while fresh in everyone's mind.

Erin: Board liason should be responsible for providing secretary with committee meeting minutes.

Becky: Disagrees, liason should send committee meeting minutes to all board members. Thinks secretary already has enough responsiblilities; posting agenda draft and meeting minutes to website.

Judy: In the past, things that needed to be communicated to community has been the responsiblility of the secretary.

Becky: Thinks this could be delegated to VP.

Erin: Suggests the VP could be responsible for email bulletins and maintaining a blog.

Judy: Recommends the nominating committee draft a Board communication protocol.



Board Officer Election Results

President-Kurt Lauer

VP-Paula Small

Secretary-Keller Henry

Treasurer-Erin Brand

Member At Large- Nia Lewis


Thanks to Louis for serving as President.


Committee Responsibilities

Judy: Reminds the board that while two representative may be assigned to each committee, only one person is designated as the committee liason.

Erin: Reviews Policy#66, Board Committee Liason Responsibilities.

Becky: Suggests that board members that do not hold offices should be liasons to a committee.

(Committee liasons in bold)

CRC- Devin

Program- Becky, Kurt

Engineer-Marty, Keller

Finance-Erin, Jim,

Personnel- Keller, Chris A

Development-Nia, Chris A

Nominating-Becky, Erin, Kurt, Keller, Maire

Strategic Planning- Kurt, Keller, Judy

Executive Committee- Kurt, Erin, Nia



Becky: Recommends forming a technology workgroup to address new technologies/use of the web.


Chris A: Suggests that committees could be restructured to address overlap issues/board member committment. Will submit a more formal proposal in the future.


Rabia: Programming committee has stipulation that only two board members can be on the committee.


Ani: Clarifies that members who are on the board can become a member of the programming committee by attending 3 meetings as a member of the community. Cites bylaw, Article IV, Section 1,there shall be one class of members of this corporation.


Becky: Will develop and present a proposal to develop a Web/Tech workgroup.




Chehallis Transmitter: John Mackey, Mike Brown

John: A license is now available in the Chehallis area. We would have to pay off other interested parties to retract their applications.

Mike: We would be issued a permit to build with a 3 year deadline. To either build a station or sell the license.

Keller: What would an estimate for the starting costs for the project? Expressed concerns that KBOO is experiencing more technical and equipment issues at the station we are currently running. It is fiscally responsible to spend money on an expansion project while we are in a deficit and have major issues at the station.

Mike: Estimates $10-12,000 to get construction permit.

John: Another possiblility would be to build a translator.

Mike: KBOO wouldn't have to come up with money for about a year, but the decision must be made within the next few weeks. Lower power signal than originally expected.

Chris A: Has anyone done any market research to find projected revenue streams? This market does not necessarily have the means to make it worth expanding into that area. It is more than census demographics, it's about checking out the community and getting an understanding of the area and the people who live there.

Nia: Wanted to clarify that previous reports of signal reaching the Seattle are no longer accurate.

Paula: Feels it would be fiscally irresponsible to support: the station being in a deficit, coming short for membership drive, underdeveloped relationships within the communities that we already serve. Need to strengthen what we have before we look to expand.

Marty: The opportunity to research this has passed. It should have been done 2 years ago. This may be something to research for future opportunities.

Rabia: Thinks that we should focus resources to expand web presence.

Chris M: It's an opportunity to see if someone else wants a radio station in the area.

Becky: Notes that there seems to be two options to pursue--  1) we expand to take the Chehalis transmitter, or 2) we work with another community group to secure the frequency, and try to turn this over to them as soon as possible (like has happened in Pendleton).

Judy: Moves to authorize Mike Brown to make contact with KAOS to see if they are interested in working with KBOO on a Chehalis transmitter. Devin seconds 8 In Favor 2 Opposed 1 Abstain

Mike says that he’ll get back to the board right away, most likely within a week.


Production and EAS equipment:Chris M/John

Chris M: FEMA is adopting a major EAS upgrade incorporating the CAP(common alerting protocol) stations have until march 30 2011 to comply with new standards.Cost of new equipment is expected to be around $2400.

Last month the board approved additional funds for unexpected overage in cost for new equipment in DES and Studio 2 associated with the PTFP grant.New estimates for this eqiupment is signifigantly less than the board approved and the difference could cover the cost of the CAP equipment for the EAS upgrade.

Maire: Moves to send the issue back to finance to review.

Devin seconds.

Paula: Money from equipment was already allocated by finance, so this is just reallocating and does not need to go back to finance.

Kurt- Does not promote spending on the equipment until other funding options are investestigated.

Chris A: How long will it take to get the equipment once ordered?

John: About two weeks.

Ani: NFCB is putting together a group to get equipment order discounts before the March 31st deadline.Ginny from NFCB said the upgrade was announced "quite a while ago."

Maire: Retracts motion.

The matter will be revisted in the January board meeting. John will moniter and keep track of NFCB progress and research other funding options.

Committee reports Personnel drafted a change to policy #1, Non-Discrimination and Sexual Harrassment

Judy: Moves to amend the language in policy#1 from "has an obligation to" to "shall." Erin seconds. Unanimous vote to approve.

Staff Report

Judy: Wants to recongnize Bruce for his prompt response in completing an energy audit.

Chris M emailed the October staff report, copies on hand for review as well.


Ani: Staff is working on getting performance reviews caught up. Per the management responsibility transition plan, Erin Yanke and myself need to work with a Board member to complete the reviews.

Board members will participate in performance reviews for:

Erin: Andrew Geller(Reviews have already been collected, to be completed in Nov.) ; Marty: John Mackey; Nia: Sun Lee; Erin: Bruce Silverman; Erin: Debbie Rabidue; Maire: Ani Haines; Becky: Chris Merrick; Judy: Kathleen Stephenson

Erin moves to go into closed session.


Closed Session


Move to adjourn Kurt – second Erin


10:28 Meeting Ends

Meeting of the KBOO Board of Directors, 2010/09/27

Board Meeting

September 27, 2010

Present:  Louis Sowa, Nia Lewis, Marty Soerhman, Kurt Lauer, Erin Brand, Judy Fiestal, Becky Chiao, Maire Cullen-Gilmore, Chris Merrick (staff), Ani Haines (staff, and note taker)

Public present: Rabia, Per Fagereng, VJ Beauchamp (staff), Keller Henry, Yvette Maranowski, Paula Small, Chris Andreae, Alicia Olson, Zale Chadwick (staff), Glen Owen, Devin Russo.


The Chehalis discussion was about acquiring a new signal in Washington that the FCC had made available.  We declined to pursue it due to cost.

Public Comment:

VJ Beauchamp:  introduces self as the new Web Coordinator.  Has 15 years experience, loves radio, is a librarian by training.  Excited to be here.

Chris Andreae:  As a new board member, interested in what’s going on? Timeline for new board members, what’s the issues facing the board.

            EB: We’ll be scheduling a meet and greet.

            New board members are seated in October, old remain the voting members til then.

Yvette Maranowski:  Thinks that the Donor’s Bill of Rights is worthwhile. 

Keller Henry:  Will board revisit the reps to the strategic planning committee?

Finance Report:

EB: There are two versions of the staff salaries sheet, one shows budget with manager’s position, one shows budget within

BC:  Basically we have prepped the same budget the last several years, with about the same deficit.  I’m okay doing this one more year.  I see that we’ve worked hard on improving the programming, staff need to wrap up Pittman grant.  I have questions about equipment and web expenditures.

EB:  Debbie needs to work with John Mackey on inventorying equipment,

JF:  Would like to see the station get an energy audit; it’s environmentally responsible, and could save money.

Is this something that could happen and the board could get a report in three months?

            Ani:  Yes, Bruce would be the person to do this, and I’ll talk with him.

Board member asks about the HD channel:

We need to get on this, how do we make sure we are using all resources.

            Louis:  Send the chief engineer to training--- there is $1,600 in the budget for this – it’s in the auxiliary budget

            Becky: Not sure that’s the best thing to do at this time

Paula: Appreciates the questions, and reminds board members that this is not the first time the board has seen this budget.

EB: Moves we accept this budget.

JF: This budget means the budget without the station manager’s postion, right?

EB: Yes, though we have that information, if we want to budget that position.

Nia seconds

Chris Merrick:  PTFP Grant is outstanding, and to finish it, we need two more mixing boards.  The original mixing boards proposed are no longer being made.  John is pricing alternatives, and the lowest cost be $13,000, which is up $4,000 from the original budget for the project.  Request for that additional $4,000.

EB:  This is in the auxiliary budget, and would be added there.

Makes friendly amendment to her original motion, to add the cost to the auxiliary budget.

BC:  Why wasn’t the equipment purchased earlier?

John Mackey:  There was lag time after the grant, there was waiting due to the equipment being phased out by the manufacturer.  The manufacturer said they’d have two boards for us, but we had to wait until he had an order for five, then he didn’t want to include us in a larger order.  Then he had to get approval to modify the equipment in the grant, and submit those changes, and bids for different equipment.

MC-G: Would like to see this $4,000 come from major donor campaign, or some other fundraising effort—not from the general budget.

Paula:  Not realistic in the timeframe, but would does think it’s possible to recover those expenses

Kurt, calls question—

Nia withdraws her second, due to the late news regarding increased equipment costs in the PTFP grant.

Louis seconds

Vote called: 

6 yes

2 abstentions

Staff bonus:

EB asks Paula to explain.

Paula discusses reasons for the staff bonus this year.  The staff have asked not have a bonus. Seems fair and in keeping with being respectful to staff, given that we pay well under market.  Recommends the bonus.

Ani: to clarify, Jenka is still on staff, she is on leave.  Other staff who have left, have left our employ, and are not staff.  They are not included in the bonus, but Jenka would be.

MC-G: Paula, when you say we pay under market rate, are you looking at the budgets of small non-profits. Don’t mean to be a grinch, but can’t go with bonus during a deficit, at least we haven’t had lay-offs.

Paula: We’ve looked at Pacifica, and others—yes, we are underpaying.

Keller:  While concerned about the deficit—concerned about a message that staff should be happy to just have their jobs.

MS: Would like to look at it through a cost analysis… will it cost us more not to spend the money?

JF: Would like to see us seriously address a COLA, and could go with 50% of the recommendation.

Paula:  There are things that need to be discussed regarding staffing budget.  There are serious issues with the pay structure of at least one staffer, who is payed hourly and on commission, because of the way we pay him, she believes there are some weeks he has worked and received less than minimum wage.

Becky:  Motion regarding possible minimum wage violations—we are now on notice that there may be a violation of minimum wage laws.  This cannot happen— staff must keep a time-sheet, and must be told to go home if they are out of hours. We cannot have violations of minimum wage law. 

EB Seconds

Passed unanimously

Who will implement? 

Debbie will track time sheet, Ani will give information of concern and address situation with employee and Debbie.

Kurt: Moves that we pass the $10,000 staff bonus.

Nia seconds

Vote:  2 yes

4 nos

2 abstains

BC: Would like to have $5,000 for staff retirement fund in lieu of bonus.

There is policy that addresses assessing bonuses in Jan, for the fy. 

BC: Withdraws motion, will address at that time.

 ½ time Training / Ops manager:

Chris Merrick:  Erin Yanke has been our Youth Advocate, she has taken on extra duties since we have been operating without a station manager.  He has submitted a job description, and advises the board to approve the job, with Erin as a transfer hire.

BC Motions to accept the Job Description

EB Seconds

Approved unanimously

Board Orientation:

Will be on Sunday, October 17th, 11 – 1 at KBOO.

Staff report:

Ani:  Many staff are quite busy with the membership drive, which is the biggest focus right now.  Have also been quite busy with many conflicts this last month—trying to layout good process, and assert community standards for all.

Chris:  Nearing completion of the PRETSI grant, we are a little behind on it, the grantor’s know, and have approved it. We have held the programmer’s meeting, and will be doing a larger community meeting to finish up—this will involve a survey regarding the implementation of training.

We will be going before a judge for the Papadop suit on Oct. 26th, the lawyers will argue before the judge as to why the suit should be dropped or sustained. 

JF: wants to talk with Chris to see if the strategic planning survey and the survey talked about in the PRETSI grant could be combined.

Zale:  The board members who are new this year need to give me information for the FCC Ownership – namely, does anyone own a part of another media outlet.  There was an email sent around, and she needs those answers to file that report.

By-law petition of members:
Chris:  Glen brought in a petition on Sept 13th, the petition was drawn up on the 6th, and amended on the 7th.  An issue is which version was the version that the members added their names to.

Yvette:  The people who signed signed with the understanding that it could change and they’d be okay with that.

BC: Generally, in a petition, people read the language of the petition, and then add there names to it, stating that they support the petition as written.

Zale: Another issue though is, those members haven’t actually signed.

Yvette: The members are using the process in the by-laws.

JF: Would like to move on, given there is no action at this time.

Strategic Planning Group:

JF: Board selected three reps last month, but is concerned about shutting out the new board members.

EB: would like to step down.

JF: Who else is interested? 

Three of the newly elected board members are interested, as is Maire and Nia.

JF:  Perhaps we could have everyone that is interested in doing this speak briefly to why they would like to serve on this workgroup, and then we could vote?

            What about this decision coming after the meet and greet / orientation?

            What about rotating the third position?

                        Has been discussed, there are pros and cons.  If someone was going to “job share” a position, it’s important that the new person coming in be fully brought up to speed. 

                        Continuity shouldn’t be sacrificed, this is structured to build on each previous meeting.

                        The sharing could be a way to lessen impact of personal agendas that could sometimes get in the way.

BC: Moves to table the decision of naming the three reps until the Oct. meeting. All board members interested should attend the Oct 4th strategic planning meeting.

KL seconds

Passed unanimously

July and August Board Minutes:

EB: Moves to approve the July and August minutes

BC: seconds

5 yes

2 abstains


8:40 pm Closed session called for personnel matter:

·        Personal relationships

·        Mutual respect for one another

Meeting moved back to open session at 10:55 pm

Move to adjourn at 10:56 pm

Meeting of the KBOO Board of Directors, 2010/9/19 - Executive Committee


Executive Committee Meeting
Sunday, September 19th, 2010
In attendance
Louis Sowa – President
Erin Brand – Treasurer
Nia Lewis – Board Member at Large
Agenda: Vote on staff health care plan
Motion: To approve the Kaiser SB10 health plan as specified by our insurance broker. This would renew the current plan the KBOO staff already have, but with a budgeted 9% increase in cost.
Louis does not like spending so much money when we are in a deficit but feels that with the current wages at KBOO it is necessary to retain health benefits at existing levels.
In the past the Board has deferred to staff recommendation on health, vision and dental plans. We agree that this is a good practice to retain employee morale.
Motion passes unanimously.


Meeting of the KBOO Board of Directors, 2010/08/23

Short Description: 
Meeting of the KBOO Board of Directors, 2010/08/23

Board and Staff Present: Chris Merrick, Erin Brand, Judy F, Jim Craven, Marty S, Becky C, Kurt, Louis, Ani, Ivonne, Maire, John M

Public Present: Per F, Susan E, Glen O,Yvette M, Devin R, Paula S, Kathy B, Keller H, Alicia O

6-7:15 Closed Session

7:30 pm Check in

Food Thanks Jim Craven!

Public Input:
Paula Small - thanking the board for taking the time to be diligent on issues at hand.

Strategic Planning report
Board looking into getting a budget for strategic planning which will mean going into surplus budget. PARC was interviewed several folks in a workgroup; Ani, John, Debbie, Louis, Erin, Kathleen, and Judy F. Workgroup liked PARC b/c of prior work with tribal communities, and other equally passionate organizations. PARC was also clear with goals, and seemly deliberate with intended movement of those goals. They know about the station.

Ani liked that they objectively listen and know about highly polarized environments. PARC have worked and are comfortable working with arts and culture groups.

Judy moved that we adopt the contract. Erin seconds it. Erin introduces the budget, stating if we did it now the deficit would be over 90,000 thousand. Erin thinks that we should spend the money, and try something new. Ani adds that Stan from PARC cut the initial price from 21,000 to 18,000.

Per isn’t convinced that we can’t ulitize volunteers we have the to do it for free

Board would pick members at large - Paula clarified that this is not a goal but a milestone.

There has to be buy in on all levels of communities within the organization. Chris wonders if we can do fundraising or submit grants to offset the cost. Chris also wonders if the plan is to help us market KBOO and programming better or do we want to change it? Ani responds that PARC understands that the programming was the product and he doesn’t want to change that. The focus will be on on marketing and how we raise money. Kurt wants to know how long that focus will take with manpower. Erin feels as if we need outside assistance - it’s good to have someone with an outside perspective. Ivonne asked what PARC's definition of Stakeholders of KBOO? Judy answered Members, Listeners, Supporter, Board Members, and Staff. Maire wants to know what steps were taken to ensure that volunteers could - Ivonne would like to add listeners from all genres, she hopes that all will have that consideration.

Judy Moves that the board authorizes KBOO to sign a contract with PARC to engage the service to implement a strategic plan, with a $19,000 cap starting Aug 19th

  • 6 in favor
  • 4 opposed

Deena moves that the Boards gets an in depth report from the work group in 3 months to look at the goal plan

  • Unanimous

Board members appointed to the Workgroup

  • Deena
  • Erin
  • Judy
  • Kurt

For the meeting in Sept.
Received a Petition to change the bylaw, but the petition was not signed with enough signatures, and they weren’t all members. Yvette is asking what is required. Chris referred them to an attorney for the answer.

Erin - Election Update- meeting is Sept 19th at Mt Tabor. Lots of stuff to do

Ani and Rebecca are working on the online forum. 12 candidate forum - 6 on one night, 6 on the other. 6&8 of Sept, 7-8pm Ani will handle it. Andrew will post information about the event for the web. Erin will email Becky who will email Ani.- but not responsible for content. Maire will sign up for food. Ani will scout the location 54th and Belmont. Ani wants to have a forum for the bylaw proposals. Erin would like a pro/con statement. Ani would like to keep it between issues, and not the candidates.

Maire has not been or participated in board meetings for the last three months.

Jim moves not to take the vote, Ivonne seconded it.

Engineering workgroup responsibility
This is parallel to Programing committee - goals can be set by the board, which is a monthly meeting. Outlined is the work being done, and the responsibility. “that” in the first sentence should be removed. It would be policy 64... . Section C section 2 is creating a rule for engineering. This will create a larger pool of engineers. The hope is to have a pool of folks to train. Ani wonders the difference between the naming of a workgroup vs a committee. Calling it a open committee for not standing for the board. This workgroup is in addition to the workgroup. If it’s a open group people with a skill set can be involved. Would folks need to be trained again. Keller’s asking about which group will be doing the work, and how can someone with no skill set get on the workgroup. What is the purpose of two groups?

Erin would like to make a motion to adopt the engineering workgroup responsibilities, which entails a workgroup, and the disbandment of the committee.

Becky seconds it.

Deena Abstained

  • 9 in favor.

Lawsuit update - report sent out last Friday Retained same Lawyer for Michael P.

Cheapest solution would be to file briefs on both parts, that a judge will rule on.

Haven’t heard back from Michael P, our insurance will cover it with a $10,000 deductible. Web Coordinator position should be filled tomorrow. No change in Scott F issue. Staff is still discussing management issues.

Organizing two meetings between programmers, listeners, and staff. Look at the Pittman criteria for programming. Sept 11th, and 17th And also an online survey.

Staff and Board with Finance should get together to go over each line of the budget report. Informational presentation, so that the board can move forward. 6:30 Finance retreat at 7pm on a Wednesday.

Meeting closed 10:04pm

Meeting of the KBOO Board of Directors, 2010/08/31 - Executive Committee


Executive Committee MeetingAugust 31st, 2010
(The Board Executive Committee is composed of the Board President, Treasurer and a Board Member at Large)
In Attendance
Chris Merrick – Program Director
Becky Chiao – Board Member
Louis Sowa – Board President
Nia Lewis – Board Member/Member at Large
Erin Brand –Treasurer
Meeting called at 7:20pm
Moved to go into closed session to discuss personnel matter.
Meeting reopened at 8:28pm
Motion: We authorize Chris Merrick to engage the services of an employment lawyer for advice and representation in a personnel matter. At the next Board Meeting (September), we will get a debriefing from Chris and make a decision about how to proceed further. Motion Passed Unanimously
Motion: We endorse the staff recommendation to offer Vicki Beauchamp the web coordinator position. Motion Passed Unanimously
Youth Advocate Position
Discussion about creating a half-time Youth Advocate position (20 hrs/week, with benefits), as opposed to the 19 hours it currently is. This position is also doing administration and program assistance. Becky suggests that the personnel committee draft a revised job description at 20 hours per week.
Chris informs us that the staff hopes to have a staff-endorsed management plan to present at the budget retreat on September 8th. This will give the Board time to ask questions before voting on the budget and management structure at the September Board meeting.
Meeting ends at 8:49pm

Meeting of the KBOO Board of Directors, 2010/07/26


July Board Meeting 07/26/2010
Board Present:
Judy F, Becky C, Erin B, Kurt S, Ivonne, Nia L, Deena B, Louis S
Board Not Present:
Marty, Jim, Maura
Public, and Staff Present: Grace Hague, Paula Small, Per Fagereng, Glen Owen, Rabia
Kathleen Bushman, Keller Henry, Kyle, Mike D, Zale Chadwick, Rich Lindsey, John Mackey,Zale Chadwick, Alicia Olsen,
Ivonne brought Food.... Yeah!!
Meeting Started 6:18

Check in
Review of Agenda-
 Chris would like to add approving $1000 Engineer Expenses- add to finance
Erin would like to add to Personnel Committee- New Board Member Packet
Ani made a statement of Values, Communication Guidelines, House Rules
and she would be facilitating the meeting.
Public Comments-
Grace Hague wanted to us to think about what’s best for KBOO and response accordingly.

Board Administrative Business 6:45- 7:10
Appoint New Officers
Louis would like to appoint Kurt as Vice President. Nia Seconds this.
All in Favor
Deena Abstained
 Board Minutes
All in favor to accept minutes
* Judy would like the insert conversation about bylaw edit
Strategic Committee
Erin Yanke, Ani, Louis, Kathleen Debbie, Judy, John M were on the Strategic Committee
Interviewed several consults last Thursday, Judy is checking references and we will discuss during closed session. All three are all Oregon based from 6,7 proposals submitted. This will happen this late summer or fall. Price range is varied, but around the 20,000 range. Erin has not received any proposal for the board. Erin would like to have someone check her inbox in the station by 5pm next week. Bylaws will need to be ready be August 9th. Erin will post link on CNRG or CL. Kurt will do PSA for Board Meeting.    Judy found Tabor Space, for the annual meeting Sept 19th.    Nia would like to do a community building program.
Finance Report
Air conditioning Unit malfunctioned on our transmissor site- Engineering is opting for a repair for $2,100 vs. a new unit. Erin proposed 2,1000- Ivonne wants the greenest alternative Deena Seconded Unanimous. Overhauling our Emergency alert system- John estimated 1,800 for software. Deb doesn’t know whether money for this is in the Aux or General budget. Erin found it under future consideration for the budget- along with live remote gear.   This will be discussed by staff and the finance committee.
Finance is waiting on staff’s decision on management with staff, and Development Goal is 50,000 wants it dropped to $25,0000. Discussion in Fiance is where to alloct that extra income. Sun would like to keep budgets for Events to $20,000.   Proposal is to increase health benefits by 15%.   Financing will need to look at insurance, and contract services. Erin wants us to consider $10,000.
Engineering Responsibitly Bylaw
Board would like someone from staff work with John an the Engineering committee/ board liason to draft a doc that best represents their needs for better functioning committee, then bring the document to the board.  
All agree
Nia abstained.
Board wanted Staff to put a Vounteer Discipline code, and put House Rules into policy.
Deena motioned to pass House Rules into Policy - Kurt seconds this. Unamiously voted in,
Personnal committee – Ani and Zale with Judy wrote this policy . 4 situations have been noted, and KBOO has used this as a best practice. This policy allows the staff to respond to situations with volunteers and still have due process.
Erin B. moved to move volunteer Discipline Code into a policy. 
Deena Seconded
All voted.
Zale brought Disturbance Abatement to the table. The situations regarding non volunteers that are disurbing the peace. Erin wanted to know who would lift the ban because the policy doesn’t currently outline it. 
Becky motioned to move this back to personnal for rewrite
Judy seconded
Ivonne abstained
Nia abstained
6 vote Yes
Judy introduces a new bylaw change to Article IV and added the rational for the change proposal. Judy proposes that we vote on each section individually. The Board also doesn’t have to approve this for Nominating Commitment to move forward with this for the new board. Erin approves it with the legal language removed from document. Erin moves that change be adopted in policy. Erin moves with the addition
Kurt seconds. 
we bring the Kurt seconds

Personnal Review
Web Coordinator is leaving in two weeks. Staff evaluated the position. Becky says the choices are between hiring next web coordinator in line, or getting the position and responsibilities together.
Chris feels like the hiring committee revisit the original folks that applied for the position. An exit interview with past web coordinators should be done to figure out strengths, and weaknesses in the currently postion. Staff would prefer someone with more face time. Ani will contact a employment lawyer to make sure KBOO can proceed in that manner legally.   Ani will contact Nina Cook.  
Deena moves that Ani will contact Nina Cook, and email hiring committee….Conduit an
Exit interview with Dan, send both summarization in a result to the staff,
Judy will summarize Mark’s exit interview, and Deena will perform the exit interview for Dan.
Erin seconded  
Erin makes a motion that we retain the services of Scott Pratt for the lawsuit with
Michael P. Chris will deal with Scott Pratt.  
Deena moves that Chris will talk toScott Pratt- as a point of contact for the Michael P. 
Chris will CC Louis, Becky, and Erin.  
Erin seconded and unamious.

Meeting of the KBOO Board of Directors, 2010/06/28

Board Meeting Minutes for June 28, 2010


Board Members present: Becky Chiao, Ivonne Rivera, Louis Sowa, Marty Soehrman, Kurt Lauer

Erin Brand, Deena Barnwell, Judy Fiestal, Nia Lewis


Public, and Staff Present: Ani Hines, Dan Gurin, John Mackey, Andrew Geller, Zale Chadwick, Kathy Bushmen, Scott Forrester, John Mackey, Dan Gurin, Per Fagereng, Alicia Olsen, Tom



Louis brought the yummy food- thanks!


Public Comments

Kathy Bushmen - made a statement of her intention to run for the board

Scott Forrester- Scott Forrestor would like us to discuss his unbanning.  Becky proposed that the subject be focused on that during the Bylaws discussion, but that his personal issue could

not be address because of time.

John Mackey- wants a closed meeting for initially concerns

Dan Gurin: proposed to cut hours in half for his position.  Becky proposed that this be best discussed during strategic and transition planning.


Staff had little to report with many staff vacations, but are anticipating the Blues Festival this weekend.




Louis introduced the Engineering department proposed Responsibilities Check list as a policy( please correct my verbiage).  This checklist includes Committee Task Break-Down, and Engineer leadership roles.  Ani said that the staff had ok’d this initially, months ago, but have not seen the updated versions.  Both Becky and Ani voiced concerns with Section .  Issues with  putting actual job descriptions into policy- viewed as redundant. Ani also expressed that  changes would also greatly effect the inter workings between departments.  The issue was how remotes are dealt with, and the thought was that the committee was working on a remote policy.  


Judy didn’t think it was productive for the board to keep discussing,  and moved to table it.  Louis wants to know what’s required.  The Board agreed that it should be taken to Staff to approve first.  Task Breakdown has been Tabled.


Finance Department Update


by Erin Brand


Current main focus in Finance is to find cheaper fee  for processing KBOO’s credit card, and EFT transactions.   Next Focus will be a budget on 2011 Skipped b/c meeting minutes were MIA shelved for next month. 


Nominating Committee


Zale will be out of town, during the Nominating Annual Mtg- and wondered if we wanted to move it to the 19th (bylaw only states during Sept)  Notice of Candidacy deadline would be pushed to July 31st.  Wishing for the date to be set.


Erin proposed that we set the date with the time and place to be determined.

Kurt & Nia seconded

All in Favor- Date is set



Nominating Committee will set up who will help with members, candidates, and web announcements.



Becky questions the definition and status of the  Bylaws(?).  Ani states that staff is looking at a Banning Policy.  In the past if someone was banned - that meant that person was banned from pretty much everything except public meetings.   A ban can be rescinded- although this is not in our bylaws currently.  The general idea are that folks are adding to the organization, vs being a drain on resources. 


Section 4.  deals with a Firmer definition of what makes a member.  Changes in how someone can qualify for the board.       


Andrew clarified that members: are staff, members by $20, or volunteers who have volunteered for 24 hours.  Not folks who have been elected to the board.  Erin thinks we need clarification about what happens to banned members, and how can return participating with the station, and what that process is.  Judy moves that this be done by July 31st.  Ani agrees, and thinks this should be voted on by July 31st our July 26th meeting.  And maybe change the language of what makes a member in good standing, and the language between the two subjects of ‘what makes a member’ , and ‘banishment from station’ should not be mixed.



Bylaw on how to stop members physically Banned from station

Banned from Volunteering

Ban Member



Andrew would like some clarification in the bylaws how filled out ballots should be   

returned to the station.


Erin would like us to modify the bylaws where some of the wordsmithing will happen.


Most common scenarios in which someone can be banned from the station:


Not connected or a volunteer

Someone that comes in and is disruptive inside  the community

Random person with Mental health issues

Some who isn’t a part of the station, that steals from the station



Volunteer who isn’t able to work in department where they are volunteering

Someone who is not following house rules and are fired as a volunteer

Someone suing the station in a hostile environment.


Marty asked if we can define who we should ban or exclude-  Ani says that the Personnel Committee is working on that.  Ani read a rough draft of Bylaw policy 67-a re-engagement policy that is being worked on currently.   By not having these things in place she feels that  KBOO is  missing out on volunteers with great work ethic, because of these few disruptive folks.



Judy would like it outlined who is handling the firing, or documents banishments from station.  Andrew has concerns about accepting money from someone who is banned from our station.  Decision for suspension has always been made by entire staff.


Becky is sending this to the Governance committee.


Next Governance meeting is July 12th


Staff Evaluations


Feedback forms are back for Erin Y, and Janka S.  Deena, and Nia will help with those evaluations.  Read responses, and compile and reoccurring theme, or clarification.

No report from the staff this month.  Staff has a plan for transition Issues.  Looked at Dan’s proposal to modify and cut hours from the web coordinator position. With Dan’s suggestion for his position- Ani is looking forward to having a discussion with Dan about his proposal.  Zale will send out notes about Staff Transition discussion


Canoe Business Group

They have decided that KBOO is too rough to work for and have removed their offer to work with us.  Request for proposals from new business groups.


Kurt would like to see a template for all committee to use to set up guidelines.  Louis would like to clarify what is needed to have Engineer committee guideline be accepted by the board.  Ani suggested to go through Staff again.  There is a question of what’s the role of the Advisory Committee, and the actual work group in relation to the committee and how they work. 




End of MEETING 9:38 pm (Whoot!)




Meeting of the KBOO Board of Directors, 2010/05/24


Board Meeting May 24th 2010
Becky Brought Goodies to Eat! Thanks!
Present Board: Nia Lewis, Becky Chiao, Erin B, Judy F., Marty S., Louis S,
Deena, Ivonne
Staff and Public Present: Ani, Chris, John, Jenka, Zale, Scott F
Alicia Olson, Per F, Keller, Glen Owen, Rabia
Public Comment:
Per couldn’t find anything on the website pertaining to the Board. Per thinks that information should be displayed, and likes the format of the older website.   Ani: paths were migrated last week, and while the website is glitchy, staff are aware- and working on it.  Keller is wondering and asked how we are going to attract new listeners with the guide gone. WORT has a grid for online, and we should format something like that for KBOO’s website. Deena noted that the board is working on it.   Rabia asked the Board about a stergity plan, and how we are setting a goal for new types of revenue. There will be a Finance, and Substanibility Development meeting at 3:30 June 16 addressing those very issues.
Board Minutes for April
Minutes Passed
Jenka has received The Knight Fellowship, her plan is to bring knowledge from studies back to KBOO.   Jenka revised her Job Description to 25 hours a week - income $14,600 for 11 months at $14/hour. Since it’s interim there is no need for a hiring committee.- Chris M, Kathleen, Jenka will interview potential candidates.            An approved job description will post immediately. Training will happen the last week in June, start July,   Hours will be from 1-6pm-- Person taking position will not be responsible for program reviews. or board operaters for public affairs show.
Judy asked if it will actually work, since the work load flow is heavy. Jenka is suggesting a trainer for volunteers. Personnel could evaluate the news programming. Chris will handle board operator for public affairs shows, and Kathleen would handle field recording. Judy asked if the timeline is realistic- Jenka thinks she can. Louis is wondering if it’s a full time position Jenka says it’s 25 hours a week. John is wondering why this isn’t going through the Personnel Committee. Jenka explains She is coming to the board because of the time frame.
Chris states the policy that if it’s a non- permanent position the board can set hours and salary.   Becky doesn’t have any issues, Judy wondered how the staff felt about it. The staff suggested the position be part time. Judy has a questions about the benefits, and the time frame of when benefits happen. Judy moves to approve it-- Chris and Jenka to conduct a interim hire, if the staff are making tremendous changes, or if other issues come up then the Executive Committee will handle it.
Erin seconds
Louis Abstains
Everyone else approves
Nia will be on the hiring committee
Finance Report
Presented by Erin
Wilken and Company
Midyear controller report by Debbie. Recommendations for the station.   First year Linda Barkus was here, her first recommendation is to better control the duplicates of all cc numbers. Sun’s idea is to put the number on the yellow/pink sheet, but the white sheets have only the last four numbers displayed.   Linda felt we needed better control over CC#s - she recommended training some volunteers on how to.   Deb suggested that we hire Mel for more internal control. 
Becky thinks we should also look at what’s in the future in regards to our spending
Effective as of the opening of business of May 26, 2010, Arthur Davis is removed as Trustee for KBOO Foundation 401 (k) Profit Sharing Plan and Trust (the “Plan”); and it is Further Resolved, that effective as of the opening of business of May 26, 2010, Christopher Merrick is hereby appointed as Trustee for the Plan.
Louis Moves for the Board to resolve
Erin B seconded
Unanimous voted
Becky will sign off/ Arthur aready has
Erin moves that we adopt the KBOO policy for CC# holders.    Security Policy- KBOO credit and debit cardholder information is handled electronically on the KBOO website, manually by phone and manually by hand or mail delivery.
Nia seconds it
Ivonne abtains
Board Member Vacancy Appointment Vote: 
Judy moves for this to be a discussion for closed session for the sakes of the board appointees.
Nia seconds this
Erin moves for this to be confidential, and with Ani Present
Scott feels like the discussions should be public.  
Becky votes against it
Everyone is in favor
Judy moved to appoint Kurt Ludor to Joe Advado seat
Loius seconded this
Unanimous Voting.
Chris A, and Shantelle are encouraged to run in the next election.
Bylaw language has not been reviewed by a lawyer, Judy mentioned to move to approve this conceptually, before it’s agreed upon by the members. 
Nia moves that the the election shall be conducted by mail and at the annual meeting to be moved. Once it’s presented to the lawyers.            Judy wants more hoops to discourage folks who aren’t serious about being a part of the board.   Becky thinks there needs to be a policy on folks who are banned from the station.   Ani will bring the policy for approval in June.. Judy will take this to either Scott Pratt, or Cynthia Comfer. Resolution is that amended language from Proposed Bylaw changes (by Nia) to Scott Pratt . 
Erin Seconded
HD Proposal
Russian station would be a commercial station, and would also be on KBOO’s signal- unless they bought a encrypted signal transmitter. We have no business model from him- Gentlemen is interested in creating Russian Media in Portland. Chris notes that HD signal is connected to KBOO’s broadcast, there is a chance we may be tied with his station.
John wants to know if the board wants to meet with him. And what questions we have
for him. 
Add equipment needs to notes.
Louis moves that we work with the Russian group and receive business plans,and programming goals from him.
Deena seconded
Do we want to continue our contract with our sub contracter or do we want to go month to month. Board Directing Chris to look into SC Contracts.
Meeting Ajorned

Meeting of the KBOO Board of Directors, 2010/05/13&14 - Executive Committee


KBOO Board Executive Committee Meetings Minutes
May 13, 2010 and May 14, 2010
The Executive Committee—Becky Chiao, Erin Brand and Nia Lewis  met in person on May 13 and by phone on May 14 to respond to a request to purchase new equipment to replace a broken remote transmitter sensor.
The request came via Louis Sowa the board’s liaison to Engineering.  He described the problem to us in which a particular monitor on the transmitter was failing, causing two outages in the prior week.
We were informed that the sensor/monitor is required by the FCC to ensure that KBOO is transmitting on the right frequency.
On May 13, we decided we needed more information and requested something in writing from the engineer John Mackey.
John provided us with an email that listed the parts required for the repairs and the costs.  He said that he will order the parts on Monday May 10.
The Executive Committee then met by phone and voted to approve spending $6,500 on the replacement equipment.


Meeting of the KBOO Board of Directors, 2010/04/26

Formatted minutes available in pdf only. File attached to this page. Unformatted text follows. This meeting had no quorum, so no business was conducted.


Board Meeting for 04/26/2010
Erin B
Not Here:
Scott Forrester
Michael Papadopoulos
Keller Henry
Paula Small
Alicia Olson
Glen Owen
Daniel Flessas
Danielle Parks
Chris Merrick
Ani Hines
John Mackey
Dan Gurin
Food Brought by Deena- Glad you liked it!
Public Comments:
None of the Public Commented
Reviewed Minutes of March Meeting
No quorum to approve those minutes
If there are any changes needed to those minutes send edits to Deena
Introduced Dan New Web Coordinator
Dan Focused on three specific goals; to complete projects in the works. To create a
service to listeners or web visitors, and generate revenue.
Dan talked about a on-demand repository on KBOO- ability to play programming for the
past two weeks- progressive download stream for 5 hours only (law ) locally produced
shows. Community Station in (KBCS) Bellevue does it, Classical Radio Station does
Becky asked what's needed?
Dan responds: Time and equipment- was started in the past but sorta left by the wayside.
Dan is accessing what we need, and suggested a possible grant from Free Geek.
Erin asked how long (KBCS),Bellevue has had it Dan- since last summer. All Classical
since 09
Dan also mentioned Revenue Generation- We are linked via affiliate programs, referral
links from website- When links are clicked, and items are purchased, kboo gets a
percentage of items purchased
Participating Companies
Itunes- tagging hardware can tag songs so next time music is tagged
Cd Baby
Organization of Music/MP3s- A audio repository to have the ability to upload audio, a
web based Digital library, with remote access for ease.
IR – a computer will replace the IR
Becky let Dan know of the Boards support
Fiance Committee Report:
Erin: Update is that notes are coming- but had a report of Legal costs to the station from
Nominating- Committee
Everyone met except for. Maire. They also did not come to census of who was
recommended to the board. Paula S. rescinded her resume because of the open Election
that open up in the Fall. There was a conversation about actually needing another person.
Bylaw dictate one person should be elected to have quorum
Jim in favor of holding an open elections
Program Director Report:
Chris reported that bookkeeping with the bank is completed, Pendleton is getting it
things done, and wants to come up for a meet and greet. While here, the hope is to form
a three year plan to transfer the license to a local Pendleton group, KBOO can stream via
Pendleton while work is being done.
Matt Lokan, of Bliss-Sequoia Insurance Brokers has asked for a $84 fee to extend deadline
for insurance
Sarah Riley – Attorney for harassment case- She has reached out and spoke to parties
Staff will come up with ideas for how the station manager position should be handledwhether
another is hired, or team management happens.
We are in the middle of a Pledge Drive
Andrew G increased the total slightly, so 88% in will even out the budget-
Erin Mentioned Membership is up and with par for the last three pledge drives
Engineering report
An anonymous person contacted him to buy a channel- essentially sharing the digital
bandwidth that we have. He looked into the cost to set up stream, and a monthly fee- all
cost to the Russian Guy. To sell HD channels -- $25 K to take digital stream- quoted to
guy, the actual cost
is 27,000 but with the 4,500k monthly that's extra money for the station.
Deena said that we should hold off on because KBOO is not currently utilizing the
John, and Chris will talk to guy and then he will propose it to the board.
Scott F. Asked that this would be outlined, and sent to members, so they would be more
involved . Keller asked for more information- a person to come forward as a board
member, and ask questions- to go to the meeting that Chris, and John will have with
person. Jim Craven doesn’t have enough information to accept or reject it- he wants it in
Becky announced that she was keeping meeting on track- no votes tonight, so public
comments are for a minute.
Chris went into litigation update…..
No trial in Lawsuit, which was dismissed with prejudice – meaning it can never be
brought before the court again. I is clear that KBOO did NOT settle with them, they quit.
Chris quoted $47,000 as the current costs of the suit. There was conversation about
whether KBOO wants to go public and how do we do it. Becky has put together a
summary of the lawsuit. Jim wanted to put a blog post up on the website with both
opinions. Erin thinks it’s a good idea to post words from the board about lawsuit. Needs
to happen very soon. Becky will contact lawyer to edit his opening statement to post.
Deena will start a press release- and have Ani proof and send. Budget for trial should be
addressed and displayed for members to know about. Jim proposes that the facts are laid
out, and to post Michael P and Scott F opinions to be fair.
Erin proposes that we have an internal press release- complete by the end of the week.
Keller likes the idea of the internal press release, and not on air. She wants to move
ahead from all this. negativity. Yvettee – thinks that the impact of the board to keep
control will have a negative impact on KBOO. Daniel F is happy about us moving
forward, and post it to the blog. Paula S is glad it’s over, and is prepared for the pledge.
Yvette wonder what comments would be removed from the website.
Comments that break house rules will not be allowed on the website.
Bylaw change; Judy and Andrew have put this together for Board. Personal Committee
would love to work on this with Board Members. Erin says we will need to research
ORS law. Jim is pissed about mail being sent to his address. Nia proposed to amend the
bylaw with the limitation for board members without the percentage. This issue came up
in Personal, when asked about restrictions per FCC for Board Member. Reporting
whether they own or are a part of other media outlets, or if they have a felony or not.
These questions should be asked before candidates sign up . Chris doesn’t think federal
law should be a by law, because it’s a law. Becky thinks “Good Standing” should be
defined. Chris thinks number of Members signatures for vote should be deleted- thinks it
gives preferential treatment to insiders who can easily find those people for petitions.
Ani is working to change the accessibility for folks interested in running for elections.
Becky approves of this. Nia agrees with Chris.
Strategic Planning
Finished RFP – sending out and harvesting leads. Hoping to Interview in June,
Board Closed********

BoardMinutes04.26.2010.pdf9.5 KB

Meeting of the KBOO Board of Directors, 2010/03/22

Formatted minutes available in pdf only. File attached to this page. Unformatted text follows:

Board Meeting Minutes March 22, 2010
Meeting came to order at 6:17pm.
Board Members Present: Becky Chiao, Nia Lewis, Louis Sowa, Erin Brand, Marty Soehrman, Judy
Arielle Fiestal, Maire Cullen, Ivonne Rivero, James Craven, Deena Barnwell
Public and Staff Present: Paula Small, Alicia Olson, Jeff Kipilman, Shauntelle M. Latini, Daniel
Flessas, Rabia Yeaman, Alicia Olsen, Chris Andre, Kurt Lauer, Per Fagereng, Dan Gurin, Roger Leigh,
Chris Andreae, Zale Chadwick, Ani Haines, Chris Merrick
Ivonne provided the food. Thank you!
Becky introduced Andrea Hamburg as a potential facilitator for the KBOO Board meeting.
Erin made motion and Louis seconded that Andrea Hamburg be the facilitator for the KBOO March
board meeting. Her rate is $40 per hour. 8 in favor. Jim and Maire opposed. Proposal passed.
Public Check-in
Rabia supported use of a facilitator for the board. She had issue with the manner that the facilitator was
Chris Andreae is interested in having transparency. She was surprised to see how the Listener Guide
had already stopped.
Maire read comments from Rebecca Nay that we should keep the license in Pendleton.
Maire read comments from Jeffery Baynes who was hoping that the prison population in Pendleton can
get KBOO airwaves.
Maire read comments from Ruth Kovacs who supported having a license for a radio station in
Pendleton especially in light of the large prison population there.
January KBOO Board Meeting and February KBOO Board Meeting minutes was reviewed for
approval. January board meeting minutes was approved. 8 in favor. Maire against. Ivonne
abstained.Jan. minutes were approved.
February board meeting minutes was aproved. 9 approved and Maire opposed. Feb. minutes were
The board approved motion put forth by Jim Craven that draft minutes of meetings be posted on the
website as soon as possible following the meeting. All board members approved. Motion passed.
Board Position Vacancy Appointment
Erin recommended that the Nominating Committee review the candidates and make recommendations
to the board on who should be appointed.
Andrea made several recommendations on how to deal with recommendations: Set a deadline for
Nominating committee should set up a proposal for an appointment process.
7 in support, Maire and Nia opposed, Jim abstained. Motion is passed.
Maire proposed that applications can be accepted until Friday March 26th. 9 in favor, Nia abstained.
Resolution passed.
Follow-up actions: Maire will put a public announcement on the air and the website. It was suggested
that the Nominating Committee will bring back to the board a policy on board appointments in two
Board Member Assignments
Engineering- Louis, Marty
Nominating- Maire, Nia, Erin, Marty
Programming- Maire, Deena
Finance- Erin
Development- Nia, Ivonne
Outreach- Deena, Becky
Personnel/Governance- Judy, Jim
President- Becky
Vice President- Louis
Treasurer- Erin
Secretary- Deena
Member at large- Nia
CRC liaison- Maire
Unanimous approval of all board positions and officers except the President position.
Maire proposed that the issue on Becky continuing as president be addressed.
Maire, Jim, Nia in favor. 6 opposed. Becky abstained.
Maire took issue on the non-support for talking about the leadership position.
Work assignments: Strategic Planning- Maire, Louis, Jim, Erin, Judy
CRC Person- Erin
Exit interviews- Jim, Nia, Judy
Judy will interview Marc, tomorrow Tuesday. Arthur, Genevieve, Joe, Mark also need to be
Canoe Proposal
Board discussed the pros and cons on support of this initial proposal.
There was not enough support to proceed. It was suggested that the Strategic Committee work with the
staff to come up with a proposal on how to proceed.
Board Committee Liaison Responsibilities- Policy 65
Board adopted this policy unanimously.
The KBOO Election Handbook that was compiled by the Personnel Committee was passed out for the
board to review for the next meeting.
Action to follow: Nominating Committee should review the Election Handbook and recommend
changes as needed.
Board approve extending meeting until 10pm
Conflict Resolution Committee
Has one seat open for members. Ani proposed Celeste Carey for CRC seat that is open
Unanimous vote to seat Celeste Carey
Additional hours / responsibilities for Erin Yanke and Zale Chadwick
Proposals have been approved by Personnel Committee and Finance Committee
Jim Moved and Erin seconded proposal for extra time for Erin Yanke, and Zale Chadwick
Motion passed unanimously.
Hiring Mel Reslor Chris Merrick notes that we are ready to hire Mel Reslor
The board has approved the job, conceptually, as has Finance. The Personnel Committee has titled the
job Finance Assistant, and has essential functions bulleted. Mel will start job, without job description,
but with approved essential functions / hours / rate of pay. The job description will follow.
Jim Moved and Ivonne seconded- all in favor / Maire abstained from voting
Facilitator asked if board wanted to have a conversation about removing Becky as the president of the
4 voted for conversation- Maire, Nia, Jim, Ivonne,
6 voted against it Marty, Louis, Erin, Judy, Becky, Deena
Proposed not to have conversation at this time
There was a motion on the floor to remove Becky as points person for the lawsuit. Chris points out
that to remove Becky they would need to get a new board president
1 Voted for motion Maire
7 voted against motion Judy, Marty, Louis, Jim, Ivonne, Erin, Deena
Nia, and Becky abstained from voting
Becky remains legal contact for lawsuit
Maire has reported issues reading docs sent in MicrosoftWord. Agreed that all docs sent to board
members prior to board meetings will be sent in PDF format.
Motion for Fac. To stay for executive session
Voted to have Facilitator leave 3- Jim, Marty, Maire
Voted to have Facilitator stay 5 Ivonne, Jim, Nia, Deena, Judy
Abstained from voting: Erin, Becky
No actions taken from executive session.
Meeting adjourned 10:05 PM.

BoardMinutes03.22.2010.pdf53.15 KB

Meeting of the KBOO Board of Directors, 2010/02/22

Board Meeting Minutes February 22, 2010

Meeting came to order at 6:17pm.


Board Members Present: Becky Chiao, Nia Lewis, Louis Sowa, Erin Brand, Marty Soehrman, Judy Arielle Fiestal, Maire Cullen, Ivonne Rivero


Public and Staff Present: Mark Allyn, S.W. Conser, Paula Small, Jim Craven, Scott Forrester, Daniel Flessas, Deena Barnwell, Glen Owen, Yvette Maranowski, Michael Papadopolous, Alicia Olson, Jeff Kipilman, ? Point, Shauntelle M. Latini, John Mackey


Public Check-in

Mark Allyn- statement of resignation from the board

SW Conser – comment regarding support of listener's guide and encouraging re-evaluation

Scott Forrester- comment regarding support of KBOO in Pendleton

Michael Papadopolous- support of the Pendleton station- need to evaluate our

John Mackey- referred to email sent to board regarding a volunteer who has

Paula Small- hopes that our appointments will reflect the diversity of KBOO


(Note when a vote is taken using consensus the notation is as follows: 4 fingers- full support, 3 fingers- less than full support, 2- stand aside, block- stops motion. )

January KBOO Board Meeting minutes was reviewed for approval. Board did not approve. The January meeting minutes will be reviewed at the March meeting.


Conflict Resolution Committee

Chris presented a short history of the Conflict Resolution Committee at KBOO.

Steve Butcher and Matt Burns were presented as possible volunteer members of the Conflict Resolution Committee. Erin Yanke is recommended to be the staff member on the Conflict Resolution Committee.

A board member proposed and Nia seconded KBOO Board approves Matt Burns and Steve Butcher as two new volunteer members of the Conflict Resolution Committee. 4- 5 votes, 3- Ivonne, 2- Maire, Consensus was achieved. Resolution was passed.


There was encouragement that a person of color be chosen to be the third person on the Conflict Resolution Committee.


Erin made motion: Board approves removing Arthur Davis as a check signer for KBOO and approves Ani as the third signer of the checks. Seconded by Nia. 4- 6 votes, 3- Judy Consensus was achieved. Motion is passed.


Maire made motion, Nia seconded: KBOO approves creating a temporary position as outlined by Finance Coordinator of 5 hours per week to provide financial internal controls, and that position will be appointed by Chris Merrick. Personnel Committee will draft job description and title for this position. Board also approves allocation of $500 to $800 for training of this person. Full Finance Committee recommendation will follow minutes as an appendix. Vote 4- all members. Resolution was passed unanimously..


Maire made motion, Nia seconded: KBOO Board of Directors seats Michael Papadopolous on the Board.

Michael made a statement in his behalf. Daniel Flessas presented a petition in support. Several board members, staff, and the public spoke on the motion.

Nia and Maire voted for the motion. Ivonne, Marty, Louis, Becky, Judy, Erin voted against the motion. Motion did not pass.


Board Appointments

The following KBOO members indicated their interest to be appointed to the board: Chris Andreae, Deena Barnwell, Shawntelle Latini, Jim Craven, Jerryan Denis.

Jerryan Denis was not able to attend, but Maire read Jerryan's statement. The rest of the applicants made statements, and responded to questions from the Board.


Maire moves to go into closed session. Consensus by board to go into closed session. Closed session at 9pm.


Open board meeting was reconvened at 9:30.

Each board member wrote down up to 3 names of who they supported for board member appointment.

A minimum of 5 votes from the Board was needed for an individual to be seated. The following were the results of the vote:

Chris Andreae- 3 votes, Deena Barnwell- 5 votes, Shawntelle Latini- 3 votes, Jim Craven- 8 votes, Jerryan Denis- 2 votes.

Erin makes the motion, and Louis seconded, that the Board will appoint Jim Craven to Genevieve's open seat through Sept. 2011.

4- 8 voted. Consensus was achieved. Resolution was passed unanimously.


Erin makes the motion, and Louis seconded, that the Board will appoint Deena Barnwell to an open seat through Sept. 2010.

4- 7 voted, Maire stood aside. Consensus was achieved. Resolution was passed.


Transition Plan for Station Manager Responsibilities

Ani lead a discussion on the apportionment of Station Manager duties among the staff. Erin moves and Nia seconds the resolution: The Board approves that the Program Director or his designee will be the point of contact for any policy that refers to the station manager.

Maire moves and Deena seconded to go into closed session to discuss this issue. It was agreed to first consider other business before convening the closed session.


Maire moves and Nia seconded that The Board approves up to a total of 15 hours of additional time for the next 4 weeks each for Zale Chadwick and Erin Yanke. All voted in favor. Consensus was achieved.


Maire moves and Ivonne seconded that The Board approves applying for the frequency license in The Dalles. 4- 2 votes, 2 – 3 votes, blocks – 3 votes. Consensus was not achieved.

Straight vote was called by Maire- 2 in favor, 4 against, 4 abstained.


CANOE Group presentation on doing an intro workshop to plan for strategic planning. The board decided to table the discussion until next month.

Ivonne left around 10:30.

Board went into closed session at 10:42pm. Meeting opened at ?


Erin moved and Nia seconded that The KBOO Board moves to grant a temporary pay reduction to one full-time employee. This is being done per the employee's request, citing personal reasons. Effective March 1st this employee will have a salary of $28,500. Further, the employee will remain eligible for seniority-based step increases in pay, and their salary will reflect these increases at the time they are able to collect full compensation.

5 in favor, 3 abstained. Resolution passed.

Erin will contact Debbie and the Finance Committee regarding this resolution.

The Board accepted the report from the Staff on the transition plan for Station Manager responsibilities. See appendix for document.


Erin moves and Nia seconded the resolution: The Board approves that the Program Director or his designee will be the point of contact for any policy that refers to the station manager.

6- in favor, Judy and Maire abstains. Resolution was passed.


Maire made and Nia seconded motion that The Board directs Chris to consult an attorney experienced in unemployment law with questions from the board and response with a written report from the attorney, before we respond to any request from the state regarding unemployment benefits for Arthur.

5 in favor, Judy opposed, Erin and Becky abstained. Motion passed.


Nia makes the motion and Maire seconded that The board authorizes the program director to enter into a contract with an attorney for the purpose of an independent review on the manner in which the complaint by Nia against Arthur was handled by the KBOO Board of Directors. Nia will be consulted regarding which attorney will be hired. At such time the review is completed, a report will be made to the board and appropriate action will be taken.

6 in favor. Becky and Judy abstained. Resolution passes.

Nia made a motion and Maire seconded the motion that the contact person for the lawyer related to the lawsuit should not be Becky, the board president, and instead be a group of directors who are not named in the lawsuit.

Becky said that instead of voting on an exception on the duties and responsibilities of the president as outlined in the KBOO bylaws, it would be better that she be removed as president.

Judy said that she had hoped as a board member to be involved in improving KBOO as a radio station, instead of being ensconced in political maneuverings. She requested that someone else continue writing the minutes and left at 12:40am. Marty left immediately afterwards, at which point there was no longer quorum.

Motion on the table was referred to be reconsidered at the next meeting.

Meeting was adjourned due to lack of quorum around 12:50am.




Interim Staff Approval

The Finance Committee is recommending that the following interim staff position be approved.  This position is for 5 hours per week at $14.00 or $14.50 per hour without benefits.  It is proposed that the position be temporary until the end of this fiscal year or until a staff structure is put in place to maintain the same level of internal controls that we had with a Station Manager.  This interim position will be responsible for the following tasks that will be designed and trained by a CPA from Wilken & Co.


  1. Verifying cash activity.  Tracing deposits from check logging to the bank accounts.

  2. Open the bank statement envelopes and reviewing prior to the statements going to the finance department for reconciliation.

  3. Opening and verifying the payroll reports before they go to the finance department for posting and filing.

  4. Monitor bank disbursements from checks that are written. 

  5. Verifying bank transfers.  Monitor and track fund transfers from one bank account to the other.  (Mostly from Key Bank MMA to the Key Bank checking account)

  6. The position will have no bank authority to directly handle funds.


The staff and Finance Committee recommend that the Acting Station Manager appoint the interim employee pending Board approval.  Since this is an interim position that may have a temporary nature, a hiring process would not be needed according to policy.  The Finance Committee feels that Mel Reslor is a proper candidate due to his experience with KBOO finance and he should be hired as an interim employee to maintain internal control procedures.


The cost will be around $2,100 to $2,300 for the interim employee and $500 to $800 for the CPA services of Wilken & Co.  Total cost not to exceed $3,200 for fiscal year 2010.  This cost will come from the savings in not paying a Station Manager.


The staff recommends that pending Board approval, that the Personnel Committee designs the job description.  The Finance Committee recommends that pending Board approval, that the Personnel Committee titles the job position.


The current audit procedures would remain in effect and are already in the approved budget:  Mid year audit and review by Linda Barkus,CPA from Wilken & Co. and the annual audit and tax returns by Mark Ekland, CPA.


The position of Station Manager held abilities and authorization to monitor and access all areas of the finance department in order to maintain internal controls that protect the organization.  With the position of Station Manager being eliminated, and without a viable alternative structure in place, we need to make sure the organization’s internal controls are maintained.  This will continue to protect KBOO from fraud opportunity and protects the employees that are responsible to handle the sensitive financial material for the foundation

Debbie Rabidue
Finance Coordinator
The KBOO Foundation
503-231-8032  ext. 208



Transition Plan for Station Manager Responsibilities


Arthur worked with the staff to develop a plan to ensure all major responsibilities of the station manager’s position will be covered when he left. The staff bring this to the board for your approval to continue the essential functions of the Station Manager’s job, as outlined below, effective immediately, and until a new management plan is implemented.


In many cases, staff are working in pairs to carry out the tasks. This is done to maximize the specific skills of the current staff, and to minimize impact to an already full work load, while increasing accountability.


As the board is not seeking to fill the station manager’s position, during this transitional period, the Program Director will be the point of contact for any policy that refers to the station manager. He may delegate the responsibility / role indicated in the policy, but will be accountable that the policy has been executed.


This re-allocation of management responsibilities is designed to take care of immediate needs.The staff look forward to working closely with the board to design a management structure that is in keeping with our values, sustainable, and effective. To alleviate impact to workload, the staff request the board approve additional funds to increase hours for Erin Yanke and Zale (up to 7 hours / week for Erin; up to 10 hours / week for Zale), for the rest of the 2010 FY, or until a long-term management plan is implemented. A full proposal for this expense will be made at Finance next month. That said, we ask the board to approve up to a total of 15 hours of additional time available in the next four weeks, to be paid at current rate, to both Erin Yanke and Zale Chadwick, to help alleviate immediate needs.


Here is the breakdown of essential responsibilities that Arthur identified that needed to be assigned to other staff, and the staff people now responsible.


1) Communications Chris & Ani


a) Board/staff liaison: e-mails between meetings, regular communications with board president, board updates to staff and staff updates to board, monthly report to board.


  • Check mail / voice mail / email --> pass along to other staff or board as appropriate.


c) To encourage a cooperative atmosphere while designing an effective transition in management, Board members are invited to attend staff meetings as appropriate.


2) Legal


a) Forrester Case: Becky is the primary contact for this lawsuit, Chris will work with her, and is the staff contact.


b) Primary Contact: The staff person authorized to contact our attorneys is Chris.


c) Contracts

i) Write Contracts: Andrew working with Debbie


ii) Approve Contracts: The staff person working most closely with that contract, working within policy guidelines (policy # 39 Contracts over $1,000).


iii) Authority to sign contracts on behalf of KBOO. Debbie


iv) PortlandTribune agreement: is in process – Jenka is the point person.


3) FCC reports and compliance


a) Annual ownership reports (due in September) Chris


b) Public file: Zale and Chris


c) Mock FCC inspection: Chris and John


d) EEO report (due September 30th) Chris and Zale (Jenka will provide info for web hire)


4) Finance


a) Third staffer to sign bank card (at three banks) Ani will be added. Kathleen and Chris are the other two. Debbie will access information and facilitate the change.


b) Third Check signer will be Ani, with Chris and Kathleen


c) Approve expenses for payment-- staff person in whose department the expenses were budgeted.


d) Approve underwriting agreements: Kathleen with Justin


e) Track budget items including auxiliary: Debbie will work with the staff person who is responsible for item – this may be primarily tracked as a group during staff meetings as necessary.


f) Develop budget with finance. Debbie and Andrew will do initial work.


g) Radio Korea. Finalize month-to-month agreement and then make new agreement with them or other broadcaster by July. The staff agree that Justin has demonstrated great skills in this area, and we would like to see him assume this role. Unfortunately, Justin has not been able to meet with us about this and is considering whether he is able to take on additional assignments at this time. If Justin declines, then Chris, with John consulting on engineering issues.


h) Attend Finance Committee: Sun


i) 401(k) administrator: Debbie with assistance from Chris


j) Review payroll & bank statements before Debbie opens-- Sun, with Ani covering while he is on parental leave.


k) Oversight of Financials – There are currently two proposals to address this. One from Linda Barkus, and one from Debbie, that would involve creating a temporary position


These proposals were discussed briefly, and staff sent them on to Finance Committee for their recommendation.


5) Grants


a) NTIA/PTFP oversight and reporting for studio board replacements, next reporting period is April- Chris with John


b) NTIA/PTFP annual report on transmitter and air room. Chris with John


c) Pittman grant. There are $4,000 in expenses pending. Much of this is time off to listen to the radio, but we need to have community meetings and surveys at the end of the year and then request the $4,000 before January 1st. Discuss with grantor. Jenka is point person, other staff involved as needed.


d) RACC Grant: Oral History at Roosevelt – Reporting and request for second half of funds. They pay $3010 now and the other $3010 after receive online final report (July 2010). Erin Yanke is the staff person doing the program work. Sun will be primary staff responsible, working with Erin.


e) RACC Grant: Mural – After Kevin Fitzpatrick (the artist) completes project, we submit final report with photos to spec. We then get the second half ($500). We have already paid Kevin $500 out of the $1,000 total. Sun and Kathleen


f) Audio Archive grant: Bruce is researching, Sun will assist


g) Any New Grants: Sun


6) Personnel


a) Web hiring Committee – point person for committee and all legal compliance issues: Jenka (with Zale incorporating information about this hire into the EEO report)


b) Weekly staff meeting agenda - Ani


c) Conflict resolution – point of contact, case development and possible arbitration: Chris


d) Staff evals and related follow up- Erin Y & Ani working with the board member who works most closely with the staffer’s department. When either Erin Y or Ani are evaluated, that person will stand aside for their own evaluation, and Jenka will assist.


e) Monthly engineering meetings and staff meeting items for engineering- Chris and John will work together on this (every other week meetings include John, Chris, Kathleen, Jenka, and Ani)


f) Work plans -- We have tabled work plans at this time, to be addressed as part of station goals/ strategic planning and structural changes to management.


7) Planning


a) Point people for rebuilding trust: addressing internal conflict at board and staff levels, planning for and co-creating retreats with board, designing community clearing the air meeting or figuring out another format: Jenka, Ani, and Chris


b) Lead strategic planning and staffing: Debbie and Erin Y.



8) Pendleton -- Jenka is point person, especial in re: press release, coordinating information, organizational interface. John will be involved for technical input, and Chris will be the legal contact.


9) Listener’s Guide Replacement: developing a printed promotional piece to replace the monthly guide. This item was tabled to invite further discussion next week, determining if it is most appropriate for to be assigned to the Membership, Programming, or Development department.

a) On-going community outreach: Sun has assumed many outreach roles since the ending of the Outreach Coordinator. There is recent discussion of developing an ad hoc Community Outreach Committee, to make sure we are engaging all communities that we serve.


10) Represent KBOO to the public - All staff will be mindful of our contacts and seek opportunities that will enhance KBOO’s connections with community groups and other organizations.


11) Maintain contact with like minded organizations - All (same as above)


12) Chart of contracts – Arthur will sketch this out prior to leaving. Zale will add information and keep it current. Debbie will also look at it. For NTIA/FCC contracts, John and Chris will review.





Meeting of the KBOO Board of Directors, 2010/01/25

Meeting of the KBOO Board of Directors, January 25, 2010 6 pm 

Board members present:

Becky Chiao, Joe Azavedo, Nia Lewis (left around 12am), Erin Brand, Mark Allyn (left at 8pm), Ivonne Rivero (left at 9:30pm), Maire Cullen, Louis Sowa, Marty Soehrman, Judy Fiestal

Public members and Staff present:

Jamilah Bourdon, Glen Owen, Lyn Moelich, Zale Chadwick, Paula Small, Keller Henry, SW Conser, Fish, Rabia Yeaman, Thomas Hood, Alicia Olson, Danielle, Chris Merrick, Celeste Cary, John Mackey, Brian, Jim Craven, Yvette Maranowski, Scott Forrester, Jeff Kippleman, Daniel Flessas, Michael Papadopolous, Debbie Rabidue, Brian Ridder, Ani Haines, Jim Dancing Trout, David Daly

Maire and friends provided a special meal of haggis in honor of Robert Burns' birthday. Thank you Maire!

December and Special Meeting Minutes review- Minutes approved by consensus.

Ani did a presentation regarding KBOO House Rules, and KBOO guidelines for nonviolent communication.

Public Comments

Daniel Flessas: presented petition to the KBOO Board of Directors signed by 35 volunteers and 4 staff.

Paula Small: comment regarding that she felt that the Board is violating policies.

Jim Dancing Trout: loves website but missed seeing the location of the board meeting be more clearly listed.

Zale Chadwick : read a statement (See below.)

Rabia Yeaman: read a statement.

John Mackey: commented regarding a person who is continually attacking members of the community. He requests to talk to the board.

Yvette Maranowski concerned regarding censorship on the blog.

Michael Papadopolous- takes issue at closed session for selecting appointed board members.

Scott Forrester- he is glad to see what is happening at the meeting. He agrees that there should not be a closed session to discuss appointment of board members.

Deena Barnwell- the people here represent a small percentage of the people who care.

Celeste Carey- took objection to closed meetings, there should be an independent investigation of the harassment charge.

Becky Chiao- feels offended that there is an assumption of incompetence and bias when no one has spoken with her directly.

New Board Member Appointment

The following members presented their candidacy for board appointment: Deena Barnwell, Jim Craven

Board members and the public asked questions.

Two candidates were not present. The board tabled this decision until next month.

Commitment: Erin will follow up with board candidates to see what they agree to post on the website.

Conflict of Interest Law- Becky reviewed the law and there was general discussion regarding issues of conflict of interest that may arise. Judy suggested that anyone who is interested in crafting a policy to address conflict of interest issue bring it to the governance/personnel committee.

Volunteers for the Conflict Resolution Committee - presented by Ani. Steve Buchert and Matt Burns are interested in being volunteers on the conflict resolution committee. Ani will present a slate of 3 people or more to fill the volunteer slots for the Conflict Resolution Committee.

Engineering Committee Responsibilities - presented by Louis. The document will be presented for review by the Governance/Personnel Committee.

Board liaison policy- It became apparent that there is a conflict between the proposed board liaison policy and the programming committee policy. The board recommended that the programming committee policy becomes aligned with the proposed board liaison policy, and all needs to be aligned with the KBOO bylaws. Referred back to the governance/personnel committee.

Three Words- branding for KBOO. There was a general discussion regarding how best to develop a branding for the station. Nia agreed to bring this issue to the Development Committee and bring it back to the board.


Web coordinator is leaving- looking to hiring for new web coordinator.

Hand-out given out on good organizations to support for Haiti.

Meeting adjourned at 9:19pm.

Closed Session around 9:30pm.

Session re-opened at 12:30am.

Board members present: Becky, Erin, Louis, Joe, Maire, Marty, Judy

The board accepts the recommendation from Arthur to lay him off, in order to effect budgetary savings to decrease the deficit, and in light of the unsustainable nature of the station manager position in its current form. His final date of employment is yet to be set but will occur some time in mid February. The decision of the interim station manager will be made at a later date, and a permanent replacement will not be sought until after a process of organizational evaluation and restructuring has occurred.

We hope that Arthur will continue with the radio station by volunteering in the areas of strategic planning, fundraising, and finance in the future. The board appreciates the service that Arthur has provided the station over the years.

Consensus was not achieved so a vote was taken. 6 in favor, Maire voted against. Resolution was passed.

In response to a complaint from Nia Lewis against Arthur Davis, the Board of Directors conducted an internal investigation and did not find evidence to sustain the allegations that Arthur violated KBOO rules and policies. Resolution was passed with consensus by the Board.

The board authorizes the board president to enter into a contract with an employment discrimination attorney for the purpose of an independent review on the manner in which the complaint by Nia against Arthur was handled by the KBOO Board of Directors. Nia will be consulted regarding which attorney will be hired. At such time the review is completed, a report will be made to the board and appropriate action will be taken. Consensus was not achieved. 5 in support, Joe stood aside, Maire blocked. This resolution was not passed.

Maire proposed that an independent investigation be conducted in regards to Nia Lewis' complaint. Consensus was not achieved. Maire called for a vote. There was no second. Resolution did not go for a vote. This resolution was not passed.


Public Comments Written Statement

Zale Comments:

In response to the actions and inaction of the station manager and board members, KBOO staff and volunteers continue to express their concern for the future of our radio station. KBOO is our haven in an increasingly difficult world of corporate control, abuses of power and general malaise. It’s our community. Without regard for our personal futures at the station, we will stand up and fight for our community. From what I see, the board president, former board president and station manager see our community’s actions as personal attacks upon them—or whomever might be in their positions. For some reason, they don’t seem to recognize that their actions—and again, inaction—are cause for such uproar. Their response includes continued clandestine maneuvering and attempts to silence those willing to speak out, as if the problem will just magically go away once certain individuals have lost all of their power to act on their beliefs. If the board sees as their main function the protection—or support—of the station manager, to the detriment of the radio station, the reaction from the community will only get louder, and, I’m afraid, uglier. I’ve seen some ugly responses from many of the prime actors on all sides of this struggle, and none of it makes me very happy. As we move forward to resolve our current crisis, I would encourage all parties to take a deep breath, take a step back, and remember their love of community which brought us together here at KBOO. Before acting, let’s consider the consequences of our actions. Are we really solving any problems, or are we simply fanning the fire, causing it to flame out of control and engulf us all and our beloved radio station.


Thank you,


Zale Chadwick



2009 Meeting Minutes

Meeting of the KBOO Board of Directors, 2009/12/28

KBOO Board of the Directors- December 28, 2009

Board Members Present

Becky Chiao

Ivonne Rivero

Nia Lewis

Genevieve Matthews

Louis Sowa

Joe Azavedo

Mark Allyn

Erin Brand

Marty Soehrman

Maire Cullen

Judy Arielle Fiestal



Arthur Davis

John Mackey

Andrew Geller

Zale Chadwick



Pari Patizad

Jeff Lovell

Yugeen Rashad

Lyn Moelich

Grace Hague

Tom Hood

Jim Dancing Trout

Michael Papadopoulos

Yvetter Maranowski

Rabia Yeaman

Paula Small

Carla Remey

Daniel Flessas

Deena Barnwell

Public Comment

Lyn Moelich- Interested in having guide out and about. She feels it's a good outreach mechanism.

Grace Hague- Interested in following up on closing of outreach department, and issue of harassment that has been charged against an employee. She thought that the station manager has said that he will not follow policy and bylaws because they are too cumbersome. She also feels that if a board member is a friend of Arthur, that person should recuse themselves from being involved with Arthur's evaluation. She feels that there is a need for a board who can stand up to Arthur.

Michael Papadopolous- There needs to be a record of the October minutes. That meeting showed a lack of order by the chair because part of the meeting was done by Roberts rules and the rest was done by consensus. Minutes should be accurate procedurally.

Yvette Maranowski- She felt in accord with Michael's input about the October meeting. She felt that recordings of board meetings need to be copied rightaway after the meeting. She said that in the past she put in a sexual harassment complaint and it was tossed out. The governance committee just came up with a new sexual harassment policy but she feels that it has weakened the policy. She was disappointed that she wasn't invited to the governance meeting to give input on the harassment policy.

Rabia Yeaman- She felt it was rude to laugh at Grace. A statement was submitted which she read from. Station needs goals to make a plan. She encourages the board to make goals and take charge of the ship. All actions need to be made in public meeting, and be included in the minutes. Desperate attempts to get rid of conflict makes it look like a cover-up.

Paula Small- She was disappointed on the lack of decorum at the meeting. She is an advocate of a person who put forth the harassment allegation. She read fromt the March 2, 2009 letter that was written in response to the lawsuit by Scott Forrester. When there was a violation of KBOO policy the board acted to defend the organization. She then read excerpts from the September letter to the community in response to the firing of Toni. She feels that the board is not following through with their assertion that they want to improve KBOO community.

Yugeen Rashad- He suggested that we go back to the moment when you wanted to become a member of this organization. Inspire or defensiveness? How do we feel now? What are our reasons for the station being here? The answer will affect the future of the organization. Serving unserved or underserved populations is most important. We need to look forward. You can always look at someone and find something you don't like. It's important to look forward. Are you defensive or inspired tonight?

Carla Remey- She feels that the program guide is an asset to reach out to the community. It is important to those who don't have web connection.

Review of the Minutes from previous meetings.

October Minutes- These minutes had not previously been approved pending Maire reviewing her recording about how she voted on Nia's seating as a board member.

Note requested by Maire to be inserted in the minutes:

Maire asks that her recollection was that she did not vote for Nia to sit as a board member. Maire also wanted it noted in the minutes that she thought that Michael voted against this as well, even though the board had took action to remove him from the board before the vote on seating Nia was taken.

Change in spelling of Yvette's name.

October minutes were approved with consensus.

November minutes were approved with consensus.

Minutes of Special meeting- December 6, 2009

Nia felt that the minutes do not reflect what happened at the meeting and objects to the minutes.

Ivonne states that meetings that involve personnel matters need to be kept confidential. Judy pointed out that our practice at KBOO has been to not include the names of people outside the board who were in attendance at closed sessions. Rabia Yeaman and Paula Small felt that there was an obligation to include more information to the public under Oregon State Regulations. Becky pointed out that the policy that Paula was referring to involved governance of legislative bodies, not that of nonprofits. Nonprofit boards have different guidelines. These minutes were tabled for review next month.

There was a general discussion by the public that the board needs to know Oregon Nonprofit rules.

Board liaison policy

Mark will follow-up with Governance/Personnel committee on the board liaison policy and report back to the board.

Vacant board seat

The board seat is still open and we're open to applications from interested KBOO members.

Jim Ayala process- Finance committee recommended that the station needs to begin strategic planning with possible help of the Canoe Group. Becky reviewed the goals from 2009. Louis and Judy will attend staff meeting either January 5th or 12th to discuss how to proceed with a staff and management analysis of KBOO, which was started in the Spring.

Frequency Application in The Dalles

New frequency application is available for The Dalles. A full licensed station in The Dalles would have full power. The staff made the recommendation not to go ahead with the frequency application. Maire would like to see us go after this type of application. Erin said she didn't support expansion into The Dalles because we did not have a community partner, and we don't have a goal for geographic expansion. Ivonne said that there are needs for a voice in this community. Maire said there are not many new opportunities on the airwaves available. Marty wanted to clarify if there was a need to do original programming. John said if we don't have a local partner we shouldn't apply for it. Marty asked about costs to keep signal on air. John said the costs are unclear. He ascertained that a studio is not necessary to be built there. Staff feels that we don't have the capacity to extend our geographical web. We have difficulty giving full support to the communities we are already serving. Arthur stated that the costs could be extensive.

Mark made the motion: KBOO should not go forward with the full service station application in The Dalles. Erin seconded.

Michael Papadopolous supported that there is a need for a local partner in a city to expand.

Trout thought that Hood River already has a low-powered fm station. Maire wanted to make a motion for us to expand our reach into The Dalles but was not able to since there was already a motion on the table.

Two board members blocked the motion. The motion did not pass.

Ivonne and Maire will work with John and Mike Brown to develop an outline of potential costs for the project, and look for potential partners in the community. They will report back to the board with any pertinent discoveries.

Membership Dues Policy

Policy was crafted by Arthur and Andrew. Finance committee and staff reviewed the concept and approved the policy. (See policy below.)

Board passed the policy by consensus. One board member stood aside.

Studio Rental Policy # 15

Arthur drafted policy, and the policy was reviewed and approved by finance committee and staff. (See policy below.)

Board passed the policy by consensus.

Mailing List Rental and Exchange Policy #35

The governance/personnel committee recommended not to make changes in this policy.

Comment on Promotions and Advertising- Yugeen hopes that we can come together on future programming. There is a need for KBOO to continue to do outreach in underserved and unserved communities. Talked about gentrification- looking at NE Portland as an example. How does KBOO's progressiveness express itself? Pledge drives are an old format to gain support. Yugeen is wondering if there is a marketing strategy. He is suggesting that we use the gentrification corridors to put up posters to get KBOO known. We need to market and broaden our brand. What can we do as a programmer, volunteer, board member, staff to expand our airwave.

Deena said she liked the turn on the gentrification situation to make something good come out of it. We all need to be in together to support that

Judy encouraged that Yugeen contact the Development Committee to

Michael Papadopolous said that you need help from the station to get the word out.

Becky said that the station is open to involvement on outreach strategies working with the station.

Pari encouraged Yugeen to come up with a specific plan and strategy and bring it to the committees to bring plan into fruition.

Becky reviewed that the 2009 goals include financial stability and strategic planning.

Nia stated that the board needs to look at the branding of KBOO.

Yvette wanted a recording of the meeting and an unmoderated list serve.

Rabia thinks we should just go ahead making lawn signs and not belabor the exact wording.

Becky enourage volunteers with ideas to bring the ideas to the appropriate committees and staff and take responsibility for accomplishing the tasks.

Next meeting the board will hear regarding how the development committee received his ideas. Ivonne and Nia can work with Yugeen on his ideas.

Closing public comments

Pari agrees that it is important for us to know our identity. The dynamic at the meeting is inspiring and concerning. She plans to attend more meetings.

Yvette liked to see that the consensus model was being used in a meaningful way.

Grace apologizes to Becky for being rude and accusing her of being a friend of Arthur. She would like to see an outside facilitator to investigate any harassment issues.

Rabia thinks that the person who is accused of harassment should be put on paid administrative leave.


Board went into closed session at around 9:15pm to discuss personnel issue and a contract agreement.

Board opened up their meeting to the public at 11:37.

Contract negotiations

KBOO authorizes the Station Manager to re-negotiate a contract with one of our SCA renters.

KBOO board approves motion with consensus.

KBOO Board is continuing to work with all parties concerned regarding personnel complaint.

Board meeting adjourned 11:40pm.

Possible future board meeting agenda items:

review special meeting minutes dec. 6, 2009

board liaison policy

vacant board seat

2010 goals

guidelines for recusing on votes

The Dalles frequency application

qualifications of board candidates



Membership Dues Policy

The purpose of this policy is to establish the minimum dues and timelines to become a KBOO member.


  1. The minimum amount for annual membership dues is:

    1. $20 for adults, or

    2. $10 annually for youth, defined as a person under 21 years of age (the purpose of the Youth Membership is to get young people involved with KBOO and with charitable giving.)

  2. A donor is admitted as a member upon:

    1. donating at least the minimum membership amount in full, or

    2. establishing a monthly Electronic Funds Transfer (EFT) of at least $5 per month. The EFT is considered established when the station has received and processed necessary bank account information and written permission to establish withdrawals. A monthly debit card or credit card deduction is not considered to be an EFT.

  3. Membership expiration date:

    1. The expiration date is one year from the date on which KBOO processes the full payment of minimum membership dues for members paying in a manner other than EFT.

    2. The expiration date for EFT donors who cancel their EFT payments within the first year but who have paid the minimum amount for annual membership dues is the anniversary of the date on which KBOO processed the initial payment. EFT donors who cancel their deduction within the first year but have not paid the minimum amount for annual membership dues will not receive an expiration date and their membership is cancelled as of the date of cancellation.

    3. EFT donors who cancel their deduction after the first complete year, but who have paid the minimum amount for annual membership dues in the subsequent year, will receive an expiration date one year from the date on which we processed the initial payment in the subsequent year. EFT donors who cancel their deduction after the first complete year, but have not paid the minimum amount for annual membership dues in the subsequent year, will receive an expiration date equal the last date of the month in which the deduction was cancelled.


Ownership, Financing And Distribution Of Produced Material Policy #15

1. Material produced outside KBOO, but aired on KBOO, no KBOO finances involved, producer owns rights.


2. Recorded materials produced at KBOO (from producer's material), producer owns rights, KBOO and producer split any sales 50% each (net).

a. If sales are through KBOO, KBOO does bookkeeping, pays producer.

b. If sales are through producer, producer does bookkeeping, pays KBOO.

c. If recorded materials are distributed outside of KBOO by producer, KBOO gets a spoken credit on recording, and mention in print publicity.

d. KBOO gets copies of recorded materials and unlimited future airplay rights.

e. If producer leaves KBOO, it is their responsibility to notify KBOO of further sales and make payments. If KBOO continues to make sales, producer is responsible for notifying KBOO of future address for payments.

f. Time limit on sales is two years. Any sales past then must be renegotiated.


3. Specific projects:

a. KBOO has the right to assign project to a volunteer before negotiation with an outside producer. Anyone working on assignment is considered to be a volunteer, KBOO owns rights to material.

b. If a person creates a new program using existing material (either their own or KBOO-owned material) they are the producer of that program and own rights, KBOO and producer split any sales 50% each (net).

c. Producer is responsible for ascertaining the existing rights to any other materials used.

d. If KBOO has other material in its archives (but not KBOO-owned material), and producer obtains permission to use this material, KBOO will provide copies to producer and charge duplication costs.

e. The station manager, with input from news director or program director, will decide what constitutes "creation" of a new program.


Material produced with KBOO as fiscal sponsor or handles project finances:


  1. KBOO initiates project:

1. KBOO Hires producer(s)

2. KBOO administers grant.

3. KBOO distributes recordings.

4. Sells recordings (if applicable).

5. KBOO owns rights.

6. KBOO gets 10% of grant/funding for indirect costs (operating and maintaining equipment and studios, depreciation, administration, office space, supplies, etc).

7. KBOO may charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee. However, this fee may be waived and considered and “in kind” contribution by the station, particularly for material that will be aired on KBOO.

8. Producer is an independent contractor when possible; may have other duties as specified in contract (training, pledge drives, phones, etc.); salary included in budget.


b. Producer initiates project:

Station Manager must approve grant application.

KBOO Board must approve fiscal sponsorship.

Producer distributes recordings.

Producer sells recordings (if applicable).

Producer owns rights.

KBOO gets 10% of grant/funding for indirect costs.

KBOO may charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee. However, this fee may be waived and considered and “in kind” contribution by the station, particularly for material that will be aired on KBOO.

Producer is an independent contractor when possible; may have other duties as specified in contract; salary included in budget.

KBOO gets copies of recordings an unlimited future airplay rights.

KBOO gets a spoken credit on recording, and mention in print publicity.


Studio rental fees when KBOO is not a fiscal sponsor of project:

  1. Individuals or companies may, from time to time, wish to rent KBOO studios.

  2. KBOO will charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee.

  3. Scheduling priority is given to KBOO productions.

  4. Considerations for hourly studio rates:

    1. The KBOO studios need to be available for KBOO production. Studio rental rates should generally be priced to encourage in-house uses over third-party or commercial production.

    2. This fee may be waived, particularly for material that will be aired on KBOO or for specific projects by active volunteers and do not interfere with other station operations. Such projects must be approved by Program Director, Volunteer Coordinator and Station Manager.



Policy History:

  • Adopted by Board of Directors 12/20/89

  • Amended 12/28/09 by Board of Directors to:

  1. Increase administrative fee for grants. This was previously at 5% which didn’t adequately compensate for staff time.

  2. Allow Station Manager in consultation with Finance Committee to set studio rates. Studio rates were previously set in the policy. This allows flexibility in setting rates and also offers more meaningful valuations when rates are included as “in kind” services in grant applications.

  3. Update media language. Policy previously referred to “tapes.”

  4. Update fiscal sponsorship language.


Written statement by Yvette Maranowski stating what she believed she had said in public testimony during the October 2009 board meeting:

Yvette stated she was more worried about entrenched abuses of power than public attacks. 


She also stated that 10 minutes for public comments is only a guideline.  This guideline doesn't work when a controversial and/or complex subject is being discussed, and/or when many people need to speak.  And the secret meetings create an increased need for the vox populi to be heard and recorded.


Yvette said that by limiting public commentary to a 10-minute Free Speech Zone, the board kills its central obligation to represent the views of the membership/public, and thereby creates a conflict of interest.


Yvette also said that if we use the consensus decision making model, we need checks and balances.  Specifically, we can't banish dissenters in order to make consensus more convenient to only one class of people.  We can't have closed meetings either, where strategies can be built to quash dissent.  Banishment of dissent and closed meetings are in direct conflict with, and cancel the intention of the progressive consensus model....



Meeting of the KBOO Board Of Directors, 2009/11/16

Meeting of the KBOO Board of Directors November 16, 2009


Board: Becky Chiao, Erin Brand, Marty Soehrman, Nia Lewis , Joe Azeveda, Genevieve Matthews, Mark Allyn, Louis Sowa, Judy Fiestal, Maire Cullen, Ivonne Rivero

Staff /Public: Arthur Davis, Keller Henry, Ani Haines, Tom Hood, John Mackey, Yvette, Alicia Olson, Paula Small, Chris Andre

Becky advised the board and public that the meeting is being recorded. It is hoped that an mp3 file will be put on the website of the board meetings.

Public Comments

Yvette commented that minutes from last meeting are “wrong”. She said that her statements were not accurately representative of the comments she made but did not offer specific corrections at this time.


Review of October Meeting Minutes

Maire wanted to have it noted that the minutes did not reflect Chris' rude comment to Michael.. She also objected to the way the minutes were written. Maire also said that she did not vote for Nia's appointment and the minutes reflect a unanimous vote. Other board members remember her voting for the appointment.

There was board consensus to table approving minutes until next meeting which would allow Maire to refer to her recording of the meeting.

Arthur recommended changing FCC regulation to federal regulation.


AFP Proposal-- Budget amendment to use French news wire service

Arthur: AFP has given us a month free but a contract needs to be signed. Kathleen and Jenka recommend newswire and internet component of the service plus local news service with the Portland Tribune. AFP has one year commitment. Arthur and programming staff recommends trying it for a year.

Marty was concerned about the lack of local coverage with AFP. Arthur indicated that was why we will work with the Portland Tribune for local stories. Our goal is for KBOO to generate much of these local stories as possible.

Nia requested more info on why the satellite component was not recommended. Arthur noted that it was dropped for budgetary reasons.

Maire expressed concern about taking local news from the Portland Tribune.

Programming staff recommends to sign up for one year with AFP and receive newswire and website support. Local news will be gotten from Portland Tribune. Cost of this option is $9600.

Board reached consensus to approve this plan.

Board Member Orientation--Policies and Procedures lead by Becky

Becky gave an overview of the bylaws and policies and what are our roles as board members. There was some discussion on whether to use consensus voting rather than Robert's rules. Genevieve commented that she prefers consensus because she believes it draws out more discussion. There was discussion on the timeliness of receiving materials in preparation for the meetings. Judy pointed out that ideally materials should be received a week ahead of time but this is not always possible. She also encouraged board members to read and respond to requests for comment to help improve meeting efficiency.

Marty suggested adding version numbers and/or dates emails that have multiple responses or versions.

There was discussion on best way to approach board member orientation and training. Ivonne recommends taking steps to further educate the board. She would be open to paid trainings

Judy does not know what it's worth, suggested using board meeting time to go over policies every month. Nia expressed concerns over budgetary limitations on paying for training. Maire suggested reading policies that relate to issues that are to be voted on at each meeting. Arthur observed that informal training have been perhaps more helpful than paid trainings.

Consensus was reached to incorporate board member education into meetings.

Louis suggests that all board members read the bylaws before the next meeting. The board agreed by consensus.

Year End Financial Report- Paula Small presented

Good news: expenses on budget for the year; $62,000 bequest put station over income budget; $450,000 available cash in bank

Bad news: $55,000 deficit this year; events were $14,000 short; membership income is trending down, legal fees $18,000 (Erin wanted to have it noted that this figure does not include staff and board hours spent dealing with the lawsuit)

Bottom line: deficits have increased but $450,000 is still available in cash. KBOO needs to increase income and/or decrease costs.

Scheduling--Social Activity with Staff in December

Board agrees on Dec 16 for board/staff activity. Back up dates are Dec. 9 th or 10th. Ani and Joe will coordinate and determine the nature of the event.


Vacant Seat Appointment-- tabled until next board meeting.

Review of Fall Membership Drive- there was a 22% shortfall of the goal for the fall pledge drive. Andrew is hoping that after the pledge drive letter will bring in more money. There is an increase of new members. Our average pledge drive has stayed stable. Arbitron reports 52,000 listeners. We should know more about the final stats on the drive next month.

Harassment Discrimination Policy

Policy #1 was drawn up to add general non-discrimination to the previously written sexual harassment policy. This was reviewed by the Personnel/Governance committee as well as an attorney who approved the language. This is specifically addressing HR issues at KBOO. Our conflict resolution policy #5 addresses conflicts among volunteers.

Policy #1 was approved with consensus by the board.


Board Liaison Role Policy

There was a discussion regarding the role of the liaison and rights of a board member in a committee. There were several amendments suggested and the personnel/governance committee needs to review and re-submit the policy.


Mark and Joe left the board meeting at 8:45.

Fiscal Sponsorship Motion

KBOO agrees to act as the fiscal sponsor for InterArts, Inc., for the purpose of receiving and disbursing grants and contributions for the 2010 No.Fest in Portland, OR. This will be the final year that KBOO will act as fiscal sponsor for InterArts and No.Fest.

This policy was approved with consensus by the board.

EAS Equipment--Request for equipment purchase to run our own Emergency Broadcast system announcements.

Board reached consensus to approve the purchase of the EAS equipment.

Programmer Letter- Programming staff will send a letter to programmers to stay on topic for their show. Programming staff should decide on-air decisions and this is not a discussion for the board. Maire was not in agreement with this position. She may make a suggested motion concerning this issue at a future board meeting.


Maire will check recording to determine how she voted on Nia's appointment to the board.

Board members will read bylaws.

Mark will bring board liaison policy to governance/personnel committee to make changes.

Nia will look for food sign up list to see who is bringing food to the next meeting.


Future Agenda Items for December Meeting

Deficit trend report from Debbie

Dalle's frequency opening

Bylaws review by board members

Board liaison policy


Meeting adjourned at 9pm.


Closed Session

Letter from Station Manager

Board appointment





KBOO wants to maintain a working environment free from all forms of discrimination and harassment, whether based upon race, color, religion, ancestry, sexual orientation, national origin, age, marital status, veteran status, physical and mental disabilities, on-the-job injuries, gender or sex. Such conduct is unacceptable at KBOO, whether it originates from managers, staff, coworkers, volunteers, members, or vendors.


While KBOO strives to maintain an informal environment, comments about social categories such as race, gender, religion, sexual orientation, national origin or disability status that may be intended as jokes or casual observations can cause some people to feel unwelcome and may create a hostile environment. All KBOO community members must strive to be sensitive to the reactions of others and responsible for informing someone if their language or behavior is offensive.


This policy specifically expands upon sexual harassment because people interact on many levels at the radio station, including engaging in consensual personal relationships and boundaries need to be established. Sexual harassment includes two different types of behavior 1) those that are always unacceptable: verbal abuse of a sexual nature, graphic verbal comments about a person's body, sexually degrading words used to describe an individual, the display in the workplace of sexually suggestive objects or pictures or any threat or insinuation, either explicitly or implicitly, that a person's refusal to submit to sexual advances will adversely affect that person's employment, evaluation, wages, advancement, duties, shifts, or any other condition of employment or career development, whether as staff or volunteer and 2) behaviors such as sexual flirtations, physical touching, sexual advances and propositions that can create a hostile environment if they are unwanted. Communication is key to understanding whether behavior is welcome or unwelcome.




Violations of this policy should be immediately reported to the Volunteer Coordinator, Station Manager, or the Executive Committee of the Board of Directors. See Policy 5: Conflict Resolution and KBOO House Rules for details on process. Any paid employee with knowledge of discrimination or harassment has an obligation to make such a report. Supervisors and managers are responsible for making other employees and volunteers aware of this policy and for promptly investigating all complaints and taking appropriate actions if a violation of this policy is found to have occurred. No employee or volunteer will be retaliated against for bringing a question, complaint, or grievance to the management’s attention.

Meeting of the KBOO Board of Directors, 2009/10/26

Meeting of the Board of Directors October 26, 2009

Judy Fiestal

Becky Chiao

Joe Azevedo

Erin Brand

Mark Allyn

Nia Lewis –note taker

Genevieve Mathews

Ivonne Rivero

Marty Soehrman

Louis Sowa

Maire Cullen

Michael Papadopoulos

Arthur Davis

Ani Haines

Chris Merrick

Paula Small

Keller Henry

Alicia Olsen

John Mackey

Glen Owen

Yvette Maranows


Lyn Moelich


Rabia Yeaman


Check in: We checked in.

Public Comment
: Yvette worried about public attacks and allotting enough time allowed for public comment at the board meetings so that all people had time to voice their opinions.

Review commitments: Commitments were mostly dealing with the election. In addition, Becky, Erin, and Judy met with Arthur to discuss the letter of reprimand.

Election results:  Becky
    KBOO has been advised by its FCC legal counsel that Federal statutes and regulations prohibit non-US citizens from constituting more than 20% of the Board. The KBOO Board has 2 non-US citizen directors whose terms did not expire as of September 30, 2009. This is the limit of non-US citizen directors allowed under federal law and FCC regulations. Mr. Papadopoulos is not a US citizen. His election to the Board in September 2009 puts KBOO in violation of FCC regulations. Under the present board membership, KBOO has been advised that, if Mr. Papadopoulos, or if any other additional non-US citizen, serves as a director, KBOO will lose its FCC license for broadcasting.
Resolution: Although the Board does not feel that Mr. Papadopolous has qualified to be seated as a board member, as a precautionary measure the following resolution is being proposed. The Board of Directors hereby removes Michael Papadopolous as a Board director due to federal law and FCC regulations. By this removal, this Board seat is now open.


Mark inquired as to Michael’s current status in regards to becoming a US citizen.

Michael wants the board to question who and how the FCC mandates 2 as opposed to 3 seats held by foreign citizens. How then does the board decide which fnon-US citizen board members gets to fairly have a seat on the board? He hopes that Genevieve Mathews will resign so he can be seated because she has missed 3 board meetings in a row, and the board can elect to dismiss her. The bylaw recommendation did not state anything about citizen status. Out of the 3 definite non-citizens, the board should choose which to be seated.

Arthur discussed that federal law, not just FCC regulations that need to be taken into consideration. The removal of a seat would require 2/3 votes, and FCC requires expeditious recovery of situations when more than the allotted number of non-US citizens have been seated.

Maire addressed FCC exemption, and Judy drew her attention to an example of such a ruling where a nonprofit was denied exemption from this ruling.

Erin pointed out that it would be irresponsible for the board to violate FCC law for the station to run. Genevieve and Yvonne are also concerned that the station is not compromised.

Maire realizes there’s hostility based on misconceptions. She’s concerned where Genevieve was when she missed 3 meetings, and knows Michael’s here to serve.

Yvette can understand why Michael wants to speak because the board is skipping steps . The problem hasn’t been defined. The problem is the FCC rule, not who is seated.

Nia commented about election clarification so that future elections aren’t as confusing.

Judy commented that if Michael was seated as a board member, he would be doing it under compromised circumstances since he is currently banned from the building.

Keller has an issue with unseating someone who is currently seated when there are issues surrounding Michael’s overall circumstances regarding the lawsuit.

Paula said the complete cause clarifies that it’s not about capital stock and ownership alone; it’s also about the “power” on the board. It would also not serve the members to unseat people who have clearly shown dedication of the board.

Chris also stated we have been advised by two attorneys regarding this issue. He also finds it appalling that Michael has bullied Genevieve into resigning.

Glen stated that it looks to him that the board is bullying Michael.

Michael’s concerned as to how under KBOO’s bylaws and statutes, who among the three should go.

Nia Lewis was fifth in votes for the election, and has also demonstrated a commitment to board activities. The nominating committee has recommended that the Board appoint Nia to fill the fourth open seat.

Motion passed with greater than 2/3 vote by the board, with 9 board members voting in support of the resolution. Maire Cullen voted against the resolution.


Nia Lewis was fifth in votes for the election, and has also demonstrated a commitment to board activities. The nominating committee has recommended that the Board appoint Nia to fill the fourth open seat.
Resolution: The Board of Directors appoints Nia Lewis to fill the fourth vacant seat from the September election.

The resolution passed with a unanimous vote.

Maire asks that we include a note in these minutes that her recollection was that she did not vote for Nia to sit as a board member. Maire thought as well that Michael voted against this.(Note that Michael was removed from the board- see above- before the vote on Nia was taken.)

Resolution: The Board of Directors request the Personnel/Governance committee to look at the bylaw addressing qualifications for candidates to run for the board, and make recommendations in that regard to the Board of Directors by January 2010.

Discussion: Yvonne stated that we definitely should not go against FCC rule.

Genevieve stated that the FCC rule is the maximum – you don’t have to have any non-US citizens on the board.

Judy stated that it’s a good reflection of KBOO that so many non-US citizens want to serve the station. Committee work is also a way for people to get involved.

Consensus was reached in passing the resolution.

Auxiliary Budget approval- Paula reviewed the finance committee’s proposed budget. Comments were given by Ani, Becky, and Arthur.
Resolution: Board approves the Auxiliary budget as recommended by the Finance Committee and Staff.

Resolution passed with consensus. Maire abstained to get more familiar with the budget.


Judy asked about the budget item dealing with bumper stickers. Arthur said that it would add another $2400 to the operating budget.

Resolution: The Board approves $2,400 for the FY10 Budget, Promotional Expense line item, to print KBOO bumper stickers.

Resolution passed with consensus. Maire abstained.

Resolution regarding going forward with staffing/management analysis

Resolution: The KBOO Board of Directors would like to make clear our progress on the process of budgeting and KBOO's strategic direction.  We have completed our budget for fiscal year 2010.  At this point, we have no further changes in staffing levels or staff compensation. When we begin a new process to evaluate these items, we will inform staff and committees.  As we move through the fiscal year, we will begin the new evaluation of all budgetary issues.  This will be based on the mid-year budget report, new feedback from the Jim Ayala management and staffing analysis, and any strategic planning work that we accomplish in this time.

Discussion: Paula stated that, on behalf of the finance committee, they would have liked to have seen results of the staffing analysis sooner than later. Also she inquired as to when KBOO volunteers learn about the staff evaluations that were recently done.

Arthur stated that staff evaluations were confidential.

Keller questioned as to clarification regarding the Jim Ayala staff survey. There seem to be a lot of things started and not finished.

Judy attested that getting closure on issues is the ultimate goal.

Rabia stated that it seems inefficient for the staff to be holding up the staffing analysis process.

Arthur stated one thing about KBOO is that everything takes time, with a lot of process. He also said the board goals are posted for the public to view.

Yvette said a way for KBOO to be more functional is to have a specific way for the public to contact the board on the website. Judy said that you can write to the President with suggestions regarding the board.

Consensus was reached to pass the resolution.

Officers – Judy facilitated. (Ani read the requirements of each position.)

President – Becky

VP – Louis

Secretary – Judy

Treasurer – Erin

Board Member at Large – Nia

Judy agreed to do Secretary as an interim position. Goal would be to recruit a new board member to fill Jamilah's vacant seat with good organizational skills and who would be willing to serve as secretary.

Committee assignments – Judy facilitated. (Ani read policy 6, D3 regarding makeup of the Programming committee.)

Finance – Erin

Development – Nia, Ivonne

Engineer – Louis, Marty

Program – Joe, Genevieve

Personnel/governance – Mark, Judy

Nominating – Judy, Maire, Nia, Marty, Erin

Conflict Resolution – Maire

Executive – Becky, Erin, Nia

Web liaison – Marty

Committee assignments passed with consensus.

Frequency application opportunity – Deadline for application has been extended until February. Discussion was tabled for next board meeting.

Consent Agenda-
Resolution: The Board of Directors approves the consent agenda.
The Personnel/Governance Committee asks that the board make the following correction of a typo in the bylaws. Bylaws Article II Section 2(a) third line it says nominations tot he membership, but it should say nominations to the membership. Under Aritcle XIII of the bylaws this type of change can be made with the approval of the Board.
Resolution: The Board of Directors approves the correction of typographical error in Bylaws Article II Section 2(a) to read: nominations to the membership.
September Minutes
Resolution: The Board of Directors approves the minutes from the September board meeting as amended.

The consent agenda passed with consensus.

Review commitments:

Joe will make cart to announce meeting change date and the vacant seat on the board.

Becky – email Joe about carts


11/12 12-2 Facilitator training

Project censored 2010

11/23 tentative Amy Goodman event

Ani thanked the new board with an encouraging closing public statement.

Public meeting closed at 9:30.

Closed session-
lawsuit related
personnel issue
Pendleton update

Next month:
Year End budget review
Pledge drive report
board liaison
appointment to vacant seat left by Jamilah

Erin will bring food ;~)


Meeting of the KBOO Board of Directors, 2009/09/21

Monday September 21, 2009

Board Members Present:
Judy Fiestal—President
Becky Chiao
Louis Sowa
Erin Brand
Mark Allyn
Marty Soehrman
Joe Azevedo
Ivonne Rivero
Paula Small
Nia Lewis - note taker

Genevieve Mathews
jamilah bourdon

Staff and Public Attendees:

Debbie Rabidue
Sun Lee
John Mackey
Ani Haines
Chris Merrick
Lyn Moelich
Cherie Black Feather
Grace Hague
Tom Hood
Andrew Geller

Louis brought food. Thank you Louis! ;~)

Meeting Called to Order at 6:08 --we started with introductions and check-in

We did a check-in.  This will be the last board meeting with this current board.

The staff and volunteers introduced themselves. Ani reminded us all to sign up for our Membership Drive shifts… which start in ten days!

Public Comments—Judy has been attacked by volunteers who have made false accusations against her. She feels it's important that people at the station should raise the standard to treat each other well and not spread rumors. KBOO has had quite a number of board members who have resigned this year. It is important that the station gives support to board members so they can do the best for the station.

26 Retirement Policy proposal –

The proposal includes a change in wording from the Finance Committee, presented by Paula. The proposal passed with unanimous support.

Development update –

Book and record sale – the sale netted about the same amount of money as in the past. Donations were down, but it is a common trend across the community due to Craigslist, the economy, etc. Becky had an idea to get on the list at Catlin Gable, and other places, to get their donated books and records. Ani said overall there was about half the hassle and half the money, but Sun did a great job. Expenses were down about 4/5ths.

Capital Campaign – Jim, the fundraising consultant, thinks if Sun can get 4-5 people into the $2000 donor range, his position will be a success, and Sun has similar goals overall.

David Barsamian Event – is available for KBOO invitees. This is KBOO’s first house party with a goal of $2,000. It takes place on 10/1. The event will include a Q & A session between the guests and David.

Raffle – request to Azumano Travel for a week’s vacation for two to a tropical destination. KBOO has not worked with Azumano previously.

Youth Collective – Possible approach to parents, writing grants, maybe an on-line video to fundraise for the position.

Car Donations – Sun has received more car donations than previous staff.

Server Proposal – John Mackey met with the Engineering committee, and agreed on going with the suggestion from Jeff Lovell, and they recommend the board approve the proposal. The server will cost around $11,600. All the hardware will reside in KBOO’s building. We will also be purchasing a Warranty, so it will be good for at least three years. John thinks it should be operational within a couple of months. The proposal passed with unanimous board approval.

Air-room upgrades – Joe was curious as to when and how that is going to be executed. He volunteered to be a liaison on that project.

Budget review – Debbie gave a report on the budget. She was curious as to the board’s stance on the new Development budget. Sun will be taking a training course and will be more active in soliciting donations. Most of the $10,000 promotional advertising is for a campaign – but it’s an insufficient amount to effectively advertise, so if they don’t have enough money, they just don’t use it. Also, Justin has an approximate $5,000 range for trades with The Skanner, (which is not in the budget). There will be ongoing endeavors throughout the fiscal year that the finance committee and staff will be working on to reduce expenses and increase revenue. All line items for expenses and income were reviewed and discussed.

The Operating budget will have a $7700 deficit and passed with unanimous board approval. (Add as attachment.)
The board acknowledged the Auxiliary budget.

Finance Committee recommendations to the board for fiscal year 2010:
Look at staff wage structure, and adapt to a livable wage.
Debbie suggested both Finance Committee and the board look at revenue potential, so that staff wages can be supported.
Payment of FY09 staff bonus at a percentage equal to the deficit percentage, which was under the budgeted deficit. Amount recommended: $10,000.
Approval of FY10 Operating Budget.
Consideration of a strategic planning consultant, in conjunction with Auxiliary Budget review, (pending amount on aux. budget of $20K), for marketing and promotions.

The board unanimously passed the proposal to issue the staff bonus totaling $10,000 for FY09, based on months worked. Andrew inquired about whether or not Toni would get a bonus. The board discussed both Toni and Mel getting a bonus, as they were employed this year. In the past, ex-employees (those not employed with KBOO at the time of consideration), have not been given a bonus. Debbie suggested selecting a bulk amount of money to go to the finance committee to allocate for staff bonuses.

Becky proposed that we amend the bonus amount to $11,000 total be distributed for staff bonuses to include Toni and Mel at prorated amounts for the months they worked. And the disbursement of funds will be made by the Finance Coordinator, and the appropriate amounts at her discretion, based on previous bonus pay-outs. The board unanimously passed this proposal.

Board Liaison Role – Discussion tabled to the next meeting, because Mark had to leave.

Follow-up with Toni’s layoff – Executive committee has met twice since the last board meeting. The letter regarding Toni’s dismissal has been posted in the hallway, and on the website.

The Personnel committee met, and in response to Toni’s termination, recommends to the board:
That they request that Arthur Davis make a plan of correction within two months of his return (October 1st), that includes:
Identifying factors which contributed to the situation
Making proposals for change to alleviate any specific or systemic barriers to success;
That the board review these proposals within three months of Arthur Davis’ return, and again at six and twelve months to track progress, and
Affirm the understanding that any policy or job description changes shall not be effectuated without prior review by staff and all relevant committees.

The board never discussed how the Outreach position would be eliminated. The board had not acted on anything. Joe clarified how events went down at the board’s finance retreat. Marty stated that it was like a trigger set in motion, and the board needs to be aware of what actions are being supported and the events that will likely result from those decisions. and the board needs to know what events they are actually putting into place. (not sure what this means.)

Judy presented the note to send to Toni which the board agreed was appropriate.

Discussion Comments: Ani inquired about what other staffing reconfigurations the board was discussing, because there are staff members nervous about their jobs being on the line. Arthur acted without board approval. Judy stated that these reconfigurations were not brought up by board, or Arthur alone, but also by other staff members. Paula stated that this is a slippery slope, and there are so many unknowns, that it wouldn’t be fair to discuss it now. Both Judy and Paula suggested tabling this discussion until Arthur gets back. Ani wants commitment that the discussion will in fact take place! Chris stated that Arthur probably acted thinking he had board approval to lay off Toni. However, his action preceded any official action from the board. Joe suggested adding in a recommendation from the personnel committee to get a statement down to comfort the staff. Erin stated that a frank and transparent discussion about staffing configurations is necessary. Ani wasn’t expecting an answer tonight, but would like one by next month. Grace stated that the board (Exec. Committee especially), needs to supervise Arthur better. John stated that Becky had reminded Arthur to go to the personnel committee before Toni’s layoff, and he blatantly disregarded process. Louis stated that the retreat was not a board meeting, thus decisions could not be made at that time.

Election and Membership meeting update-

State of the station address will be given by Judy.

Ani will facilitate the meeting, and membership Q&A.

Chris suggested that members do not give statements at the meeting, so that it can be a social and enjoyable event, as opposed to a lobbying event. Becky mentioned that candidates have already been informed that they will have an opportunity to speak. She also stated that as candidates, they should get the opportunity to speak. Candidates will be allowed to speak for a maximum of two minutes only!

Judy inquired about what to say in her address. Becky suggested that she focus on the budget and membership – which Erin seconded as our fiduciary responsibility.

The nominating committee will take charge in putting together the transition for the new board members, after the election.

Erin will be at the venue all afternoon, Becky will help with setting up.

The election blog was posted, there are improvements that can be made for next year.

On-air discussion of lawsuit –a Programmer’s breach of etiquette.

Chris would like to propose the following possible resolution: The board directs the programming staff to suspend any programmer who talks about the lawsuit on air without express permission from the programming staff. The suspension of the programmer will continue until the lawsuit is resolved and our attorney gives permission for such discussion to take place.

Paula stated that it’s newsworthy, but Chris said it was on a music show at midnight. Becky said there’s a difference between discussing the lawsuit and discussing the election. Lynn stated that in this case, the programmer specifically stated that they were on air to discuss the lawsuit. Joe inquired as to whether or not the programmers had been instructed not to discuss the lawsuit. Ani said she disagrees with gag orders, on principle, at community radio stations.

There was nothing found in the board packet about suspending programmers for discussing such sensitive information. Becky suggests implementing a policy that limits discussion on certain categories based on programming permission. Erin suggested Chris monitor the program checks, especially right before the election. Becky stated that the Board should be the only ones with the confidential information pertaining to the lawsuit. Erin proposed the acting station manager/program director, does an air check to investigate policy breach, to determine if there were potential disparaging on-air content to KBOO.

The board supports Chris in following the existing policy procedure, not in a blanket gag order. Chris will follow-up with the air-check.

Manager Report – Chris
Hood River translator approved by FCC
Dalles translator approved by FCC to move to a new location
Pendleton license is waiting FCC approval for FM license by October
Health Insurance- Exec. Cmte. Approved new Kaiser health plan
Staff switched from Gaurdian to Lincoln Dental
Board Ownership Report – FCC Form 323 for new board members, due 9/30/09
EEO Report- FCC requires we track the process of notification for jobs

July and August board meeting minutes were unanimously approved.

Commitments reviewed from previous board meeting.

Public Meeting adjourned at 10:17 pm.

We entered into a closed session at 10:30 pm. 
The topic discussed was a lawsuit update and the content of a letter of reprimand for Arthur.

Meeting adjourned at 11:35 pm.


Meeting of the KBOO Board of Directors, 2009/09/15- Executive Committee

Executive Meeting, Sep 15th, 2009

Judy Fiestal
Erin Brand
Chris Merrick
Debbie Rabidue
Paula Small, via phone


Health Care
File Server
Follow-up on last Exec. Meeting

meeting started 11:11am.

Health Care

Debbie prepared breakdown of health care options and staff consensus on which plan they’d prefer
Staff wants to keep insurance intact, don't want to give up more benefits, wages, etc.
Increase co-pay from $10 to $15 for prescription coverage
Majority wanted to add $250 vision rider
The option most staff were in favor of is a 9% increase instead of 12%, that would have happened if they just continued the same coverage as last year.
Looked at changing dental providers, lower cost to KBOO and a better benefit to employee to change from Guardian Dental to Lincoln

Erin asks about future increases in rates. Insurance broker says to anticipate 15% increase for next fiscal year, plan is open for change in coverage at that time.

Debbie discussed effect on proposed 2010 budget- with decrease in newswire service fee, KBPS rental contract, health/dental benefits, possible 1.5% wage decrease, no contributions to retirement (keep it open for personal contribution).

Paula - Does staff still support decrease in benefits and wages if it does not balance a budget? Chris would ask staff at staff meeting and report back to finance committee.

Debbie-Finance Committee will look at different budget scenarios at meeting tonight, there has been a lot of new information and figures in the last two weeks.

Executive Committee votes to approve Debbie calling insurance broker to sign contract for Kaiser option D-2 (‘D-2’ refers to Kaiser SB10 ($10 copay) and alternative care (current plan), with the $15 prescription copay and vision rider). Also approved to change to Lincoln Dental plan.

File Server

Chris hands out engineering estimate and answers questions.

Estimated Cost, $11,618 (Engineering Committee came up with estimate using one of four quotes), higher cost than anticipated. Paul Monday is volunteer consultant, trying to get discount from manufacturers.

Estimated life span of 3 years due to technology changes as well as being heavily used by volunteers and staff.

Would take 6 to 8 weeks to install, do it after the pledge drive, work to be completed in November.

Brian Stevens got net drive up and working for the mean time.

Paula thinks the quote is fair for how important this hardware is to volunteers and the station.

Board officers discuss taking this estimate to Board meeting on the 21st . Chris can present or answer questions if John Mackey is not available.

Follow-up on last Exec. Meeting

Letter regarding Toni's lay-off was posted on web and blog, instead of placed in volunteer boxes, per Ani's advice.

Ask Marc if he can make letter more visible on website. Judy will contact Marc.

Meeting concluded approx. 11:45am.


Meeting of the KBOO Board of Directors, 2009/08/26- Executive Committee

Board Members Present: Judy Fiestal- Board President, Erin Brand- Board Member at Large, Paula Small- Board Treasurer, Nia Lewis – note taker and Board Secretary
Staff and other Attendees: Ani Haines, Grace Hague, Lyn Moelich
Meeting Called to Order at 7:05 --we started with creating an Agenda and check-in
1-      Communication regarding Toni’s dismissal
2-      Considering a letter of Reprimand for station manager
All things considered, people are doing fairly well.
People were handed copies of a Draft Proposal for Communication to Membership, to read over and discuss.
    Toni’s still a part of KBOO Community as a volunteer
    Agreement on making it as transparent as possible
    Move board resolutions to a separate page
Ani’s comments: Lingering questions in second paragraph, which leads to more questions than answers. It’s not a loss of the job, but the action and abruptness that was taken. Likes the changes to the letter. Wants to see more filling in of the details. (Personally looking for a thorough self-analysis, and a commitment to filling those holes, from the board and station manager. And a forthcoming statement/disclosure as to where the process went wrong. That would help with the healing process, so that certainty of this not happening in the future would be there.)
Check wording of third paragraph, last sentence – station manager and clear path not necessarily following process. Staffing discussion should involve the staff, and it didn’t this time.
Grace’s comments: Limit passive voice. Have actual apology at the beginning. It needs to be more crisp overall. Third paragraph – we have a collegial environment, but not at the expense of accountability.
Great start and great letter, but doesn’t address Arthur’s behavior – she would write a different letter that wouldn’t seem like it’s just covering something up. Appreciates Board stance, and is considering getting some volunteers together to draft a letter regarding action surrounding the station manager.
Board’s comments: We want to follow process and communicate to community. The board supports Arthur being station manager. Talk to Marc about having a station forum. Staff can post the volunteers’ statement. There was a discussion about the respectful way the board could address Toni. Ani responded that a letter from the board replying to Toni’s letter would probably be the most respectful response.
Send final letter out to the boxes, and to Ani so she can inform volunteers.
2. Considering Letter of Reprimand
Grace’s comments: Mixed feelings as to its effectiveness. Would like to see something more – like a training (unlikely). Clear that KBOO is an open and collegial environment, but still maintains accountability.
 Ani’s comments: The wording of the letter is significant. Re-read the policies and see where Arthur went off course. Also, practice self-accountability and look at the Board’s role. Collegiality and cooperation don’t mean you can’t hold people accountable. It’s a part of her reality as Volunteer Coordinator – it’s a part of it all.
Meeting closed to the public at 7:39. Meeting re-opened at 8:07pm
    Erin will re-type proposal for communication to membership to be done by Friday to be put in people’s boxes.
    Letter in response to Toni’s letter – Erin will give Toni her official Board response at her exit interview (with Becky, Erin, and Yvonne). Erin already sent Toni the template of the exit interview to fill out, so the in-person exit interview will be more of a discussion.
    Executive Committee will do a re-write and wait until Friday morning for feedback from the Board. It will be sent to board and staff, posted on the board, (and on the web under governance – by Judy).
    Based on responses from an interview with station manager, and Toni’s exit interview, the Executive Committee will draft a Letter of Reprimand for Arthur Davis.
If volunteers want to write a letter, they should bring it to the next Board meeting to be printed with the minutes.
Meeting Adjourned at 8:17 pm.

Meeting of the KBOO Board of Directors, 2009/08/24

Monday August 24, 2009

Board Members Present:
Judy Fiestal—President
Becky Chiao-note taker
Joe Azevedo
Louis Sowa
Erin Brand
Mark Allyn
Marty Soehrman
Nia Lewis
Ivonne Rivero   (late)

Genevieve Mathews
jamilah bourdon

Staff and Public Attendees:
Arthur Davis
Debbie Rabidue
Paula Small
Keller Henry
Andrew Geller
Bryan Stevens
Bruce Silverman
Tom Hood
Lyn Moelich
Bill Dodge
Ani Haines
Chris Merrick
Chris Andreae
Carla Remey

Nia Lewis brought food.

Meeting Called to Order at 6:04 --we started with introductions and check-in

We did a check-in with people saying what they liked best about summer—swimming in lakes, biking, hiking, boating, reading and dancing outside without a lot of clothes on.

The staff and volunteers introduced themselves.

Public Comments—none

Review of Commitments—

Becky will contact Mark Ecklund about the ballots and work with Andrew on the ballots—done but the ballot fails to say that the annual meeting starts at 1 pm.

Joe will make carts about the elections when asked.  Ivonne will help with carts in Spanish—Joe did a couple will do more if asked—done with future follow-up

Since Scott F. was signed up for food next month, Becky will recruit someone to bring food or bring it herself.—Nia brought food

Mark will draft a policy on Board Committee Liaison roles for consideration.—needs to be done

Committee Roles survey-Genevieve should submit results of the finance committee surveys on committee functions.  Erin said that they will be useful when we do strategic planning, but she isn’t sure what she will do with them as collected. – partially done

Judy will contact Scott Pratt about the annual meeting.—partially done

The Nominating Committee will move forward with the rest of the details about the election.—ongoing we have a full slate of candidates

Appointment of Board Member to fill vacancy—Paula Small has been nominated to fill Eric Robinson’s position on the board which is open until the next election.

There was unanimous consent for Paula’s appointment.

Election of Board Treasurer—Genevieve M. has been the Treasurer but she would like to not be the treasurer any more.  Paula Small was nominated for the position of Treasurer, she accepted the nomination and her appointment was unanimously consented to by the Board.

Election of Board Secretary—The current Secretary jamilah has indicated that she doesn’t want to continue as Secretary.  Nia Lewis was nominated as Secretary and she accepted.  Her appointment was unanimously consented to by the Board.

KBOO Staffing—Judy read a statement regarding the dismissal of Toni Tabora-Roberts, the former Outreach Coordinator.  Then Arthur read a statement.  Bruce Silverman read a statement from the staff—(all but Kathleen who is on Sabbatical and Debbie).  Ani read a statement from Toni.

Public Comment—Conch member of Programming Committee not on behalf of the committee spoke about pressure to move forward with program changes and questioned the idea that declining listenership has anything to do with Outreach.  He said that it has more to do with old equipment.  He was concerned about particular outreach projects that are left hanging and wondered if it made sense to pay Toni severance rather than let her keep working.  Judy said she wasn’t saying that the outreach dept. was responsible for declining listenership.

Keller Henry agreed that it seems like programming is more related to decreased listenership more than outreach.  She asked for details about Toni’s job plan.  Arthur said he couldn’t respond to that in the public meeting.  He said that when the Outreach Coordinator position was created six or seven years ago the purpose was to increase listenership.  He agreed that programming was the prime factor and that listenership is often driven by word of mouth.

Grace Hague said she understands the economic issues but she questioned why Arthur took this action in the sneaky way.  She wondered why such a good employee was fired.

Paula Small—as a member of the finance committee and as a listener member not as a new board member.  She took notes from what people were talking—people were not clear about expectations and roles.  She noted that the retreat didn’t have all board members and was not an official meeting.  She said that communication means language.

Ani Haines said that she appreciates the time.  She said that she has been happy with the increased Board Staff positivity that had been around.  But cooperation can be breached by trust—in this situation process was skipped.  She hasn’t mistrusted management in years.  The budget justification feels disingenuous because the net savings will only be about $6500 if the development position is made full-time.  Staff made suggestions about how to cut the budget.  Everyone is overworked, and now they have one less person.

Bruce Silverman speaking for himself—when did the whole board take a vote on eliminating a position?  What personnel matters were discussed in executive session—because things about departmental review should be open?  Bruce said that the staff position was carefully thought out, they tried not to assign motives.  He said this was the first time he had a problem with Arthur and that he’s heard that Arthur gave various versions of things to different people.  He is committed to process.  He says the staff has worked on management budget issues and he would like respect for his

Joe asked if the board voted on this action at the meeting (which he was at).  Judy and Arthur said that no one objected to the idea of funding the Development position full-time which would take eliminating the Outreach position.

Andrew asked if the Outreach Position still exists.  Judy says yes.  The board didn’t take any action at the retreat.

Becky said that although it is self-serving that she agrees with the staff, she was surprised by Arthur’s actions and would have done more to advise him to bring the issue to the Personnel committee and wait for Jim Ayala’s work to be done if she had know he was on the verge of acting.

Lyn said that she wonders what consequences there will be for Arthur, that I’m sorry isn’t enough.  She echoed Grace’s sentiment about why the choice was made for this particular employee to be terminated.

Carla said that she works as an outreach worker and has to justify her position which brings in no money, she worries about how losing the Outreach Coordinator will effect the station.

Ani believes that everyone does have good intentions, but she believes that following process is the best way to protect against bad intentions.  She hears a lot of rumors so without trust in the process it is hard to know what rumors to believe or not.

Bruce said that while we can move forward, we can also move back and rescind the decision.  He called on the Board to vote to rescind Arthur’s decision (there was not a prior board vote on Toni’s position.)

Paula said that from the perspective of the finance committee, they weren’t expecting a layoff so soon.  She recommends that we don’t discuss the position in an open meeting. 

Judy said that the idea of talking about this in closed session contradicts the public desire for more openness.

Ivonne said she was saddened by the conflict between openness and protecting certain confidentialities.  She feels a bit in mourning over lost trust.  She would like to go on in some way that allows us to address people’s feelings.

Marty asked Arthur how much this was about budget and how much it was a personnel matter.  Arthur said that he can’t discuss the personnel matters in the open meeting.  But the budget issues were more than the savings, but were also about increasing revenue.  Arthur said that we need to clarify how these decisions are made.  He apologized again and said that he implemented the decision in the wrong way, because obviously he didn’t lay the proper foundation for the change.

Chris Andreae said that she has noticed that often people’s personal relationships cloud people’s decisions.  She cited lack of transparency and wondered about objective measures for how the Outreach position performed.

Becky said that there still seemed to be some confusion about what happened at the retreat. 

Ani talked about the last time there was a station crisis where the slogan “no decisions about us without us” emerged.  She said that it (the sense of collaboration) feels like a lie because staff was asked to participate in the staffing analysis.  Did Arthur make the decision with Board backing or not?  She would like the board to know the impact of this on staff morale.

Keller said when a corporation does something like this we report it in the newsroom.

Bruce asked Arthur whether he talked to Sun about staffing changes and asked him not to talk to anyone.  Arthur said that he talked to many employees confidentially.

Grace said that she holds Arthur responsible.

Judy acknowledged people’s feelings and said that she thinks we have to enter closed session to continue the discussion.

We took a break to eat.

Entered closed session at 7:55 to discuss KBOO staffing change.

The meeting was reopened the public meeting at 9:49 pm

Board Resolution proposed by Becky—We the KBOO Board of Directors have confidence in the Station Manager Arthur Davis and appreciate all the work he does for KBOO in trying times.  However, in support of the staff and the concerns that they have raised, we have counseled him that KBOO values and expectations were not met in his handling of the recent personnel action.  The Board recognizes its role in promoting communication and openness and is committed to providing better leadership and support to Arthur and the staff in the future, in part by examining and improving the organization’s decision-making processes.

There was unanimous consensus for this resolution.

Erin moves that we suspend the policy that states that the Station Manager conducts exit interviews and that Becky, Erin and possibly Ivonne or Judy invite Toni to meet with us for an exit interview using the template that is used for other staff members.

There was unanimous consensus for this motion.

Ivonne moves to approve the payment of one month’s severance pay to Toni.

There was unanimous consensus for this motion

Becky moves that we postpone the decision to eliminate the outreach position for further discussion at the Development Committee about the role of outreach in the organization.
There was unanimous consensus for this motion.

Becky moves that we approve the proposal to make the Interim Development and PR Director position full-time and authorize Arthur Davis to make an appointment to that interim position and refer the temporary job description and work-plan to the Personnel Committee for review.

There was unanimous consensus for this motion.

Meeting Date Change—The next regularly scheduled Board meeting is on Yom Kippur 9/28.  Judy suggested that we move the board meeting to the third Monday, September 21.  This was agreed upon.  Becky emailed Kathy Fors to try to get it changed in the guide.  Joe said he would make a cart advertising the change.

Budget Review and Consideration—Debbie stayed late even though it was her husband’s birthday.  She handed out a packet.  Given the lack of consensus for a board meeting about the budget prior to the next regular meeting, it is suggested that board members who want to discuss the budget further go to the finance committee meeting or write questions via email after reviewing the packet.

Three policies to consider:

Policy 26—Retirement

Paula found a typo in paragraph (c) which says January 2011 instead of 2010 and suggested changing “additional amounts” to “contributions” in paragraph (d).

Arthur wasn’t sure if the date in paragraph (c) should be 2011 or 2010 so Paula is going to take this back to the finance coordinator.

Policy 64—Gift Membership

In order to protect against the possibility of someone buying multiple gift memberships in order to swing an election, this new policy is proposed.

There was unanimous consensus for this policy change.

Policy 19—Underwriting Policy

Arthur explained the reasoning behind the changes in this policy.

Paula found a typo at section VII, KBOO shall now should be KBOO shall not.
On the last page, section VII where it says Business Manager should be Finance Coordinator.  She also pointed out that the ad rates in paragraph III are set by staff, the Underwriting Coordinator wage and commission is set by the Board.  Arthur said that is what is intended.

There was consensus but Paula’s agreement wasn’t strong.

All the effective dates should be changed to today’s date.

Election Update— The membership meeting is scheduled Saturday September 26 from 1-4 pm at Liberty Hall.  The on air forums are scheduled for Monday, September 7 and Tuesday, September 8, both from 7:00 - 8:00 pm.  Erin has to fill out the contract with Liberty Hall and will ask Ani for volunteer help.  The nominating committee will coordinate via email regarding details such as getting the food and making carts.   Someone needs to coordinate with Jenka regarding the forums and see if Rabia is going to record statements.  Erin said we need to send out an email to all of the candidates.  Erin and Becky and Joe will try to finish that by Friday.

No ballots dropped off at the station will be counted.  All ballots must be mailed to Mark Ekland or taken in person to election.  Stray ballots at the station will be kept by the Station Manager.

Mural and Easement for Building Façade—we are applying for a grant for a mural in front and have an artist who has created a plan that looks great but isn’t finalized.  The City regulations changed in July, we applied at the last minute.   If we get approval, maybe there will be a painting party in  October.  To get approval, we have to provide the City with a 5-year easement for the space which requires board approval.

Judy moves that the board approves an easement to the front of the building if the mural is approved by RACC. 

The motion was unanimously approved by consent.

File Server and Network File Storage—our file servers have problems (not working at all?) were patched together.  We are looking at options for putting something in place that works better, but they are more expensive.  Without adequate file storage, work such as producing news stories is difficult.  There are lots of different solutions that Arthur is looking into.  He’ll be gone until October and will be leaving before John comes back.  Chris will be filling in.  Does the Board approve going ahead with a purchase if there is an option that appears to be the best?  Arthur said it is important to make sure that the staff understands what the options are and how they work.  Are there volunteers who understand this stuff?

Judy moves to authorize Chris as interim station manager while Arthur is gone to spend up to $10000 for network file storage.

Nia didn’t feel comfortable approving that amount of money without knowing what the options are.  Ivonne felt that it is important to empower Chris to do this but she’d rather have the executive committee meet and approve it.   There were concerns about whether the executive committee will be available.  However the motion was tabled with leave to bring the issue up at with the Executive Committee.

July Minutes—not approved.  Tabled until next month.


Becky, Erin and possibly Ivonne or Judy invite Toni to meet with us for an exit interview using the template that is used for other staff members

Paula is going to take Policy 26 back to the finance coordinator for clarification.

Joe said he would make a cart advertising the change in the Board Meeting date.
Judy will send Joe copy

The Nominating Committee: Becky, Erin and Joe will work on an email to candidates with all details and with staff re forums and on-air statements, carts and food.

Becky will send email re ballots and contact Marc about having an online forum.

Erin will attend the staff meeting tomorrow with board resolutions and motions.

Everyone will review the July (and August) minutes.

Public Meeting adjourned at 11:17 pm.

We entered into a closed session at 11:18. 
The topic discussed was a lawsuit update

Meeting adjourned at 11:54.

Next Meeting September 21, 2009 at 6pm.


Meeting of the KBOO Board of Directors, 2009/07/27

Monday July 27, 2009

Board Members Present:
Judy Fiestal—President
Becky Chiao-note taker
Joe Azevedo
Louis Sowa
Erin Brand
Mark Allyn
Marty Soehrman
jamilah bourdan
Nia Lewis
Ivonne Rivero  (late)

Genevieve Mathews 

Staff and Public Attendees:
Arthur Davis
Debbie Rabidue
John Mackey
Courtney Szper
Keller Henry
Bryan Stevens
Paula Small
Robert Barncord
Rabia Yeaman

Mark Allyn brought food.

Meeting Called to Order at 6:06 --we started with introductions and check-in

Judy welcomed everyone and especially guests who came who are potential board candidates.  She is hot.  Mark Allyn didn’t almost get hit by a car.  Arthur is tired, he’s going to a training and has space for a board member.  Nia is doing well.  Becky is happy there are potential board members here.  Marty is doing well.  Erin is glad to be out of the heat, jamilah is hungry and still grieving Michael.  Louis likes the heat.  Joe is doing good, is excited about his show tomorrow night. 

The staff and volunteers introduced themselves.

Public Comments—none

Review of Commitments—

Joe asked Erin to send him the Development Committee’s survey since he is now chair of the committee-done

Genevieve will get the Finance Committee’s survey to Erin—there may be confusion about which survey this is.

Mark is signed up to bring food for the July Meeting-done

Erin and Joe—election cart--done

Becky will contact Mark Ecklund about the election—not done

Erin will contact Jenka about the on air forums and  the lawyer about the membership list timing.—not done yet

Judy will follow up on the bylaws review and get proposals to the Personnel Committee by July 14.--done

Members should submit the finance survey handed out—Genevieve put copies in Nia, jamilah and Ivonne’s boxes.

Budget Update—Arthur Davis—we budgeted for a deficit and our goal is to have less of a deficit this year.  We still have a strong cash position—we didn’t invest in the stock market so we didn’t lose our savings.  The prior finance committee recommendation was that if we didn’t cut the deficit that we should start making budget cuts.  The staff have looked at the budget.

It will be hard to balance the budget just through cuts since many costs are fixed.  It was harder than expected to balance, even with staff layoffs.  So they looked to the revenue side.  Andrew who is fairly conservative, thinks we can budget for a flat membership.  Last fall we were at 5,400.  Now we’re at 5,150 members.  The goal for development on the Capital Campaign was $50,000, so Sun has raised about $20,000 as an interim development director.  We’re looking at having both the Outreach and Development departments pay for themselves with ongoing campaigns for donors and events.

Staff recommended cutting the bonuses and the retirement benefits.  Arthur and Debbie recommend keeping the plan open which will allow employees to make contributions or for the board to award contributions later.  Staff would prefer a salary cut (1.5% suggested) and possibly a cut in medical benefits, but not both.

Additionally, we may reduce expenses for the guide and use other print materials.  Justin has a plan to move advertisers in the guide to underwriting.  There is a policy on underwriting that limits it to the beginning or end of the show, but there are some breaks in Democracy Now! where additional underwriting spots could go.

The Board discussed the program guide and underwriting.  Arthur said that the underwriting policy change idea is going to go to the Finance Committee before coming back to the board to be adopted.  We will have more discussion of the budget related to personnel matters in a closed section.

Election Update—Erin Brand.  Last month, the Nominating committee suggested that the election be held on Saturday September 26 from 1-4 pm.  If there is no objection, we will publicize that date.  The candidate statements are due August 7.  Then we’ll print and mail the ballots. Becky volunteered to work with Andrew on this.  At the August meeting we can discuss logistics for the annual meeting, snacks etc.  Becky has to contact Mark Ecklund.  There will be a time for candidates to speak, and a time to count the ballots. Arthur suggested that we may want to have our attorney there to talk about the litigation.
Becky said that she thinks there will be at least 4 candidates for the 4 open positions.

There was a discussion of appointing someone to an empty board position before the election. 

We took a break to eat and then answered some questions about the elections about the timing of the elections, and membership requirements.  Rabia pointed out that there is a volunteer log book that can track volunteer hours (one way to become a member of KBOO is through volunteering.)  Joe suggested a get out the vote cart.  Arthur suggested airing it around the time the ballots arrive at people’s houses.  Ivonne pointed out that we should have carts in Spanish.  She told Joe that she would help.

Role of Board Members on Committees—Judy handed out the bylaw language on committees and suggested that we might want to clarify expectations for Board Members.  Erin said she thinks one important function is to be a liaison-- provide the committee with information about what the board is doing and to bring information to the board.  Louis said the liaison should attend the meetings regularly—that could be defined as not missing two meetings in a row or something like that.

Rabia suggested looking at the definition of liaison.  The main function is conveying information between two groups for the purpose of coordinating action.  Rabia said she thinks it is important for the liaison to provide information about the board since committee members don’t always go to the board meetings.

Judy wondered about whether the Board members should be a leader on the committees.  Arthur said that he thinks the Board members should ensure that the committees are moving forward on Board goals—by either working as a chair or working with the chair.

Erin pointed out that in non-profit theory, you would have committee chairs that are neither staff nor board members. 

Mark said that he will draft a policy based on what we talked about.

We had a discussion later about work on the roles of Committees in general—to follow up on the surveys in order to improve Committee functioning.  We talked about how to move forward we would need someone to take charge of the project.

Bylaw Change Proposal—The attorney gave us some suggestions on potential improvements to the bylaws, the Governance/Personnel committee looked at them, but didn’t feel prepared to recommend putting any bylaws changes on the ballot this year.  Judy presented a suggestion for amendments to Article VI.  Arthur suggested that some of the changes could be done in policy.  Erin said if we wanted to do a bylaw change, we have to decide tonight and it doesn’t seem like people are very enthusiastic about that.  The main thing is that we have to follow Oregon law.

We talked about having only 4 people elected each time vs. also filling spots in the election of people who resign before the end of their elected term.

Judy asked whether Governance and Personnel would look into this further.  Erin suggested incorporating these things into the elections handbook too.

We will discuss additional bylaw amendments in closed session.

Staff and Management Analysis Project—Judy described that Jim Ayala has been getting information from the staff and that a group will be meeting next month to look at his results.


Becky will contact Mark Ecklund about the ballots and work with Andrew on the ballots

Joe will make carts about the elections when asked.  Ivonne will help with carts in Spanish

Since Scott F. was signed up for food next month, Becky will recruit someone to bring food or bring it herself.

Mark will draft a policy on Board Committee Liaison roles for consideration.

Committee Roles survey-Genevieve should submit results of the finance committee surveys on committee functions.  Erin said that they will be useful when we do strategic planning, but she isn’t sure what she will do with them as collected. 

Judy will contact Scott Pratt about the annual meeting.

The Nominating Committee will move forward with the rest of the details about the election.

Approval of the June Minutes.  They were approved by consensus with Ivonne abstaining.

Public Meeting adjourned at 8:26 pm.

We entered into a closed session at 8:35 pm. 
The topics discussed were board vacancy appointments, a volunteer/board member issue, budget matters pertaining to personnel and matters related to litigation.

Meeting adjourned at 10:42.

Next Meeting August 24


Meeting of the KBOO Board Of Directors, 2009/06/22



Monday June 22, 2009

amended 7/24/2009

Board Members Present: 
Judy Fiestal--President

Becky Chiao-note taker

Joe Azevedo

Erin Brand

Mark Allyn

Marty Soehrman

Louis Sowa

Genevieve Mathews  (late) 


Ivonne Rivero--family meeting  but she brought food from La Sirenita

Nia Lewis--training in Eugene

jamilah bourdon--sick 

Staff and Public Attendees:

Arthur Davis

Sun Lee

John Mackey

Jim Ayala


Meeting Called to Order at 6:06 --we started with introductions and check-in  

Judy showed us a picture of her granddaughter and son and said what a great time she had at A Touch of Portland organized superbly by Joe Azevedo.  Mark had a close brush with a car on his bike.  Sun said that an attendee asked whether the Touch Event was broadcast live, it wasn't.  Joe said he did get some audio, not the whole thing.  The artists said they'd be willing to sign releases.  The guy who graciously hosted us said he'd do it again.  Joe said he'd do more publicity and is interested in putting together materials for street teams to use. 

Becky said we need a second stream so we can broadcast live remotes without having to cancel shows and complained about her personal life.  Lewis had good news and bad news--the good, he got his amateur radio license the bad, Indian World is cancelled.  Marty said he is still the new guy.  He said if we are talking about a second stream he'll talk to us about HD.  Erin had a good solstice and weekend without working.  Becky made a pitch again for the second stream as a goal.  Arthur said he's been feeling a little out of sorts, but he enjoyed the event yesterday.  He talked about the benefits of a second stream too. 

Genevieve came late because work was crazy. 

Public Comments--none 

Capital Campaign Update--by Sun Lee 

He talked about the overall campaign and the Amplify event at Bay 13.   We have $19,050 in pledges and have $13,950 in already.  He is thinking of a deadline of the end of August for the campaign.  There is grant pending for money to help fundraise.  The goal is $50,000.  Sun identified the main lesson he learned is that he could have invited more people to an event, because the expected rate of people coming to an event like this is 1 in 10 invitees.  We had some questions and comments about the remaining strategy for the campaign.  Board members should email Sun with ideas that we have. 

Review of Commitments--  

  1. Someone, Arthur maybe, has to change Sun and Andrew's positions on the website--done
  2. Becky as chair of nominating committee will call a meeting--done
  3. Committee chairs should forward their results to Erin--mostly done finance is outstanding
  4. People should work on their individual capital campaign fundraising goals--ongoing
  5. Marty needs a mailbox and to be added to the access list.  He already has a board notebook.--he doesn't know yet

Staff and Management Analysis Project- Jim Ayala                   

Jim gave us a bit of his background, he is a volunteer with experience as an organizational consultant who analyzes dynamic systems.  He has been working with Arthur, Ani, Chris M. and Judy.  He described the purpose of his analysis which is to look at the organization (figure out who does what) and find what is good and what could be improved.   

Jim passed out a visual map of 6 KBOO Work Groups (still under construction)--Programming, On-Air Operations, Volunteer Engagement, Website, Off-Air Operations, Development Outreach and the main functions of each work group.  Jim will continue working on this, ideally it would be an ongoing process for the station.  He is going to get most of his information from the staff but the Board will be updated and included. 

Joe got a thanks and a round of applause and gave us a short poem as an encore.  Rumi--Who makes these changes?   Which got another round of applause.  Which got us a short coyote story about getting red berries.  And more applause. 

Program Changes--  Jenka Soderberg 

She passed out a report dated June 2008 that describes the changes that have been made so far--Evening Music, Morning Public Affairs schedules have had significant changes.   There are more strips, the overall goal is to have the schedule be more predictable and coherent.    

This Summer there will be changes in Public Affairs Programs.  There will be slots on Talk Radio on Fridays and Wednesdays for people to audition.  Most of the new shows will be in the morning.   

There is an ongoing programming excellence evaluation program. 

In the fall we will be looking at the afternoon music blocks and the Spanish language programming. 

Jenka handed out cards she made to put into cds we make of shows.  There will be amendments made to it. 

Genevieve expressed her appreciation for the work the Program Committee has been doing. 

Finance and Budget Update--Genevieve and Arthur 

Our membership income is on budget for the year as of this month, but the Spring Drive money came in early and then will fall short next month.  Our accounting expenses are lower, due to hiring Debbie.  But we have additional expenses due to the lawsuit.  And overall, expenses are higher than budgeted in some areas--transmitter side, medical coverage, music licensing etc. 

Membership is still trending down. 

The prediction is that we'll have a $50K deficit.  (The budget was for a higher deficit, the difference was made up from a large unexpected bequest that we got.) 

Our overall cash position is still strong. 

Erin noted that the direct mail campaigns are bringing in less than budgeted and that we need to look at the cost of the mailings with respect to the income brought in by them. 

There is some work being done on next year's budget.  The committee is starting with questionnaires about where would people make cuts.  We are entering budget season and will have to make some choices--there should be a discussion at next month's budget. 

Renting out the Dalles Translator--information on the last page of the engineering report.  Our Hood River transmitter has been moved to a better location.   Arthur gave us a history of the getting the translator in the Dalles up.  KBPS had been using our translator, now they aren't but they might be interested in renting it out again.  If they get some things worked out they might take it over for about $3000/year on a month to month basis while they get all the permissions etc. and then have a 5 year lease.  They would like a decision from the board.  Staff got a consensus minus one on renting it out.  It's a 13 watt translator. 

Arthur sketched out the pros and cons.  There this translator has better coverage on the highway and in town.  He said he probably wouldn't bring this to the board if we weren't looking at budget shortfalls.  Keeping it up will cost $250 of rent.  John pointed out that a prior board had made a priority to replace lost coverage in the area. 

Mark made a proposal that we authorize Arthur to go ahead and negotiate a 5 year lease of the Dalles translator.  

There were mostly fours and some threes--meaning fairly strong support.  So the proposal was approved. 

Station Manager Evaluation Protocol--The proposal is to make it mandatory for staff and board members to fill out the evaluation questionnaires.  Arthur handles staff reviews, the board is responsible or the review of the station manager. 

Louis said that he thinks it should be mandatory for the board to send in evaluations for all staff, but we don't always work with all of the staff. We recently got the forms via email from Arthur.   

We talked about the issue of anonymity for the reviews.   We tabled this issue.  Another issue is the timing of the review.  We've been doing it in November, but Arthur's anniversary date is in the summer.   

Election Update--Erin talked about the Annual Meeting and Election--after meeting, the Nominating Committee--Becky, Joe Genevieve and Erin are proposing Saturday September 26.  Liberty Hall is open until 5 pm.  We've updated a link on the front of the website.  Erin and Ani are contacts for interested people and to submit applications.  Erin will send language to Joe for a cart.  Erin posted something on Craigs List.  Candidates have to fill out their statements by August 7th.   Judy will have to give a state of the station report at the annual meeting.  We have a printing schedule.  We will have to organize an on-air forum with Jenka. 

Judy says we should encourage interested people to come to observe the July meeting.  Mark also reminded us that any bylaws changes will have to be decided in July.  We talked about when people can get the membership list.    We might want to run that by the lawyer. 

Bylaw Changes Updates--Judy Fiestal 

There are some things that are just typos.  Judy and Erin are working on more substantive matters.  They will present any suggestions to the Personnel/Governance committee on July 14.   Rabia may want to propose something too. 

Board Liaisons to Committees--Judy  

Rabia raised the question of what are the expectations for board liaisons to committees.  The general rule is that people are members of committees after attending 3 meetings. But Board Members are appointed and become members right away. 

Louis said we should discuss this at next meeting. 

Consent Agenda--May Board Minutes Approval--approved as amended by consensus. 


  1. Joe asked Erin to send him the Development Committee's survey since he is now chair of the committee
  1. Genevieve will get the Finance Committee's survey to Erin
  1. Mark is signed up to bring food for the July Meeting.
  1. Erin and Joe--election cart
  1. Becky will contact Mark Ecklund about the election
  1. Erin will contact Jenka about the on air forums and  the lawyer about the membership list timing.
  1. Judy will follow up on the bylaws review and get proposals to the Personnel Committee by July 14.
  1. Members should submit the finance survey handed out--Genevieve put copies in Nia, jamilah and Ivonne's boxes.

Public Meeting adjourned at 9:08 pm. 

We entered into a closed session at 9:15 pm. 

Meeting adjourned at  10:30 pm  

Next Meeting July 27 


June 22, 2009 Agenda- PROPOSED  

Check-in                                                                                                                10 min.

Public comment                                                                                                      10 min.

Review commitments                                                                                              10 min.

Staff and Management Analysis Project- Jim Ayala                   

Information                                               15 min.

Capital Campaign Update                                                                      Information/discussion                    15 min.

Budget and Finance Update                                                        Information/discussion

Year to Date, Projections, Potential Cuts, Retirement contribution issues                            45 min.

Rent out Dalles Translator- Arthur              Discussion and action                       15 min.

Program update                                                                                    Information                                               10 min.

Station Manager Eval- protocol                                                         Discussion/action                                  15 min.             

Station Manager evaluation “season” is from November to March.

Goal is that there should be more participation in the evaluation process by board members and staff.

Possible resolution:All staff and board members are required to fill out the station manager evaluation.             

Election Update- Erin                                Discussion                                          15 min.

Commitments                                                                                                           10 min.

May minutes                                                                                                             5 min.

Resolution: The board approves May 18, 2009 board meeting minutes as amended.

Closed Session Volunteer issue                                                                                10 min.

Ivonne provides food for the meeting. Thank you Ivonne!    

From Jenka: 

July Program changes: 

In the Fall of 2007, KBOO began a process of gathering data from a variety of sources to help us determine what programming changes to make in order to increase listenership.  We held community meetings, solicited listener feedback, conducted a survey, and solicited the National Federation of Community Broadcasters (NFCB) to conduct an assessment of the station.

Talk radio

The Program Committee and staff spent many long hours discussing talk radio, and determined that Talk Radio does serve an important function in serving the community and our values.  In the current schedule, Talk Radio is on from 8 - 9 am, which is the hour of highest listenership for radio, so it is, in some ways, the most important block on the schedule. 

To respond to some of the issues raised by the Committee, the Staff has come up with the following plan for Talk Radio:


-Melodie Silverwolf has retired from co-hosting Friday's Talk Radio.  Fridays are now open for auditions, which will be held throughout the summer 


-Barbara Bernstein will retire from her slot as Talk Radio host and move into a Public Affairs slot to produce a weekly local environmental show.  This would open up Wednesday Talk Radio as well for new hosts 

- Barbara has already scheduled shows through July for the current slot of Wednesday at 8AM, so she would continue her show at that time during the month of July.

-She would like to take August off, so Trillium would start filling her Talk Radio slot every week at that time. IFYTP would continue at 10:15 through August.

-Barbara would takeover the the IFYTP slot beginning on Monday, September 14th. 

The other three days of Talk Radio also had issues that the Program Committee brought up, but there seemed to be a consensus (or consensus minus one) that these problems could be addressed with coaching, a producer, and call screening.  We are recruiting volunteers to fill these positions (producer, coach, call screener), and will re-visit how it's working when we review the whole strip in September when Kathleen returns.  At that time, we will also review the proposals from new talk radio hosts.

Meeting of the KBOO Board of Directors, 2009/05/18

Monday May 18, 2009

Board Members Present:
Judy Fiestal—President impending grandma
Becky Chiao-note taker
Joe Azevedo
Erin Brand
jamilah bourdon—time keeper
Mark Allyn
Nia Lewis (late)
Genevieve Mathews
Ivonne Rivero

Staff and Public Attendees:
Arthur Davis
Marty Soehrman

Meeting Called to Order at 6:09 or so--we started with introductions and check-in without quorum. We got quorum about 6:20.

Judy got a cell phone to wait for a call about her about-to-be-born granddaughter. jamilah is recovering from membership drive. Erin finished her first exterior. Louis has been very busy. Becky got back from vacation. Arthur had a great week, accepting money donated to KBOO. Mark has been busy, he has no interest in doing a radio show.

Public Comments—none

Review of Commitments—

Judy will talk to Carrie and Arthur about setting up facilitation training-done
Judy or Eric will email Marty with the board member application--done
Joe, Genevieve and Erin will connect with Nia about the Development Committee--done
Eric and Genevieve will meet before Eric leaves, Judy said she’d like to come too to the meeting—done, Judy got an individual session
Judy will announce Board changes—new member and treasurer changes on the web and ask Zale to make Nia a board packet--done
Erin will arrange an orientation—waiting for an additional new board member
Arthur will talk to Chris about getting Nia a mailbox and getting her on the access list--done

All committee liaisons should fill out the job description form and forward the results to Erin.—no responses yet
Judy will tell Ivonne about the change in the meeting date.--done
Joe will make a cart about the meeting date change and a sign for the volunteer board and white board, Judy will put something on the website.—done
CRC users guide—being worked on
Election Manual—draft proceeding.

Review Decision Making Proposal

What do people think about additional hand gestures—thumbs up, thumbs down. Is thumbs down too negative? We decided to take out thumbs down. If people don’t like something, they can use the one figure up to ask a question that expresses they have some issues or raise their hand to talk. The fist for blocking something during a vote is also confrontational. But we’re keeping it for now.

Board Appointment—Marty is still interested and is here.

Closed session to discuss appointment 6:41—Reopened the meeting at 6:45

Mark proposed that we appoint Marty to the board, Louis seconded it and there was unanimous approval.

Marty was then seated as a Board Member.

Nominating committee—Judy would like us to have a chair. Erin said that we the committee should meet in the next month or so. Becky said that she will chair it. By our next meeting, we should set the election dates and we should be recruiting people. Joe suggested asking Ani and Judy suggested Kathleen and Jenka as sources of involved volunteers who would be good for the board.

Food break

Finance Update—The drive is probably going to come in about $19,000 short. The factors that affect that are our declining listenership, the economy and the program changes. But we have a strong cash position due to other contributions including a $62,000 bequest and surplus we’ve had before. We have budgeted for a deficit, but will probably have less of one than we planned on. In the long run, we need to cut costs, raise more money or both.

Proposed Bylaws amendments—some of the suggestions are to provide clarity on the membership list issue. Judy and Erin have been working with Scott Pratt. Our bylaws are limited by what the ORS rules are. Arthur suggests having a summary of the proposed bylaw changes in plain English. Judy raised the issue of changing the number of board members from 12 to 9 which is what it used to be in prior years.

Proposed Policy #63 Amendment Purchase of Gift Memberships

“KBOO Community Radio recognizes the value in gift memberships. An individual may purchase up to ten gift memberships in one calendar year.”

The reason for this policy change is because of a threat in the past from someone who wanted to get a gift memberships for people in order to get their votes for an election.

Judy sought the consent of the group. jamilah was not convinced that a policy change is needed, but she stood aside rather than block the consensus of the group. (Everyone else was in favor of the policy change.)

Development Committee Update—Capital Campaign update from Erin. Handout with drafts of letters. The Staff and the board are individually soliciting donations. When you’ve collected some money give it directly to Sun. We already have money coming in. The goal is $50,000. There is a major donor dinner planned.

Committee meetings update—Erin has not gotten any responses except from Engineering. We will try for next month.

Staffing and Management Analysis—Arthur and Judy met a guy named Jim Ayala who worked on workflow mapping/process analysis. He would like to volunteer to do an analysis of the station. They have had good interactions with him so far. Arthur is meeting with him Thursday at 11.

Arthur talked about strategic planning—we didn’t get a grant from Meyer to do research to help with strategic planning—audience, competition, mission, identity, brand and message. We can still do more to set mid-range 3-5 year goals. He’d like the Board to keep this in mind. Erin voiced her support for this based on a workshop she attended at the NFCB conference.

Announcements—Facilitation training with Carri Munn will be Wednesday May 27 6-9 pm 50th and Hawthorne or at Judy’s

Consent Agenda—April Board Minutes Approval—approved by consensus.

Public Meeting adjourned at 8:50pm.

We entered into a closed session at 9: 07pm.

Meeting adjourned at 9:46


Someone, Arthur maybe, has to change Sun and Andrew’s positions on the website.

Becky as chair of nominating committee will call a meeting.

Committee chairs should forward their results to Erin.

People should work on their individual capital campaign fundraising goals.

Marty needs a mailbox and to be added to the access list. He already has a board notebook.

Who is bringing food for the next meeting?

Next meeting June 22nd.

Meeting of the KBOO Board Of Directors, 2009/04/27



Monday April 27, 2009

Board Members Present: 
Becky Chiao-note taker

Joe Azevedo—food bringer

Erin Brand

Judy Fiestal

Eric Robinson

Genevieve Mathews

Mark Allyn

Ivonne Rivero

jamilah bourdon—time keeper 

Staff and Public Attendees:

Arthur Davis

John Mackey

Marty Soehrman

Nia Lewis pm news volunteer

Ivan Green former volunteer current member 

Meeting Called to Order at 6:07 or so--we started with introductions and check-in. 

Judy just got back from New Mexico. Mark made it quickly in from Hillsboro even though he left work late. Joe talked about A Touch of Portland, a KBOO fundraiser for Summer Solstice 12-7 with donated massage, healing, acupuncture, Erin met a just-born niece, Louis completed his annual bike ride to Salem and back and got his ham radio license.  Eric is preparing to go to Brazil via Chile and other places afterwards.  Becky will be going on a trip to South Dakota and Indiana.  Arthur reported on the comedy festival this past weekend—an observation about how war is government spending and the Rhododendron Gardens.  Ivonne is glad to back after being away after illness and a car accident.  Marty is here about the board opening.  John is the Chief Engineer. 

Public Comments—none 

Review of Commitments—FMLA issue at personnel, Board Calendar for Board Packet and By-laws Elections issue are carry-overs. 

Managers Report— 

      Budget Request—About $1500 for changes to studio to facilitate live DJ broadcasting.  This is in accord with our desired program changes.  It was going to be part of the capital campaign, but it makes sense to spend the money now.  Judy sought the sense of the group and there was consensus to approve the spending. 

      Kathleen’s Sabbatical—The initial budget item had funds for 11 weeks, but we need more transition time.  Arthur proposes spending an additional $1,900 for sabbatical coverage.  Judy sought the sense of the group and there was consensus to approve the spending.   

      In addition, there may be additional work that is needed to be done early in the mornings.  Kathleen would like to find volunteers to help, but might need to pay someone with particular technical skills.  We will be having some program changes in the am news department and we don’t want to put that off.  We could approve spending money now or we could approve giving the executive committee authority to decide later.  Eric suggested giving Arthur the authority to pay someone if needed.  Judy asked whether Arthur thinks it depends what we decide to approve.  Erin asked whether she is looking for volunteers just for the sabbatical or ongoing?  Arthur said particularly for the sabbatical, but she’d like to find volunteers for that on an ongoing basis too.  Genevieve asked about how will new hosts transition when Kathleen isn’t here.  Arthur said that hosts will need a lot of feedback.  There will be pilot shows and rotating slots.  The rotating slots actually create more work for the programming staff but were asked for by the Program Committee.  Judy said it sounds like people are OK with giving Arthur the authority to spend the money if required.  Judy sought the sense of the group—does the board authorize the Manager to spend an additional $2,165 if needed.  Ivonne had some questions about the overall costs of the sabbatical. She would like us to rely on volunteers if we can.  Arthur said that he will let her know that.  There was consensus to approve the spending if necessary. 

      Arthur suggests we read the rest of the materials he handed out.  Attached  

      Judy asked about the D&O insurance, we found we can get the same coverage at a lower price through NFCB.  Debbie has some questions about it.  Arthur expects we’ll purchase it tomorrow. 

Decision Making Proposal—There are a couple of suggested change to the earlier draft of the proposal.  Attached.  The idea is that this would be implemented on a trial basis, we’ll revisit it in 3 months, and then formalize in a year or so if it is working well.  The Staff discussed this and had some comments.  They thought the thumbs up and thumbs down might be disruptive.  They want to try it out, feel they need time to think about it.  Arthur talked about all of the changes going on for staff and workload issues.  There were other aspects of things to do resulting from the retreat with Carri. Arthur thinks the staff can work on the hand signal part for now, but will have to put off the rest of the decision making and the organizational change issue. 

Louis said that he thinks the board should go forward with using the model with the goal of bringing it out to other groups.  Erin agreed with Louis and recalled that the next step was to have Carri to trainings for facilitators and that maybe we should do that with the board and not the staff and board members can take the lead on introducing this to the committees.  Judy said that it was planned to have the committees have facilitators which hadn’t happened.  The Board has been using the signals.  Arthur said if there is a training, we could build in some flexibility in the system.   Genevieve and Erin talked about their take on the thumbs up and thumbs down.  Eric said he is OK with the changes proposed—that the process is organically manifesting.  Judy will communicate with Carri about setting up a facilitation training.  Arthur said staff and volunteers will probably be interested. 

Food Break—yummy curry 

Mid-Year Financial Report—we are doing slightly better than expected, but we still need to increase revenue in order to have a balanced budget.  Our endowment fund lost some money.    

Eric is resigning so we need a new treasurer.  We need to have a treasurer under Oregon Law.   He suggests we read the reports (emailed to all board members today).  Eric thinks the Finance committee will be pretty stable.  They meet third Tuesdays. 

Fund balance is money we can use as extra.  That is usually less than cash.  Some of what is “cash” is restricted.  The balance sheet shows when we’ll run out of cash.  The two big variables for the next six months are the Spring Drive and the capital campaign which is seeking to raise $50,000 for $50,000 worth of new equipment. 

We predicted pretty accurately, and budgeted for deficit spending of additional money had. 

Mark asked how much work is the treasurer commitment?  Eric said if someone wanted to just do it until new members are elected it could be not too much of a commitment.  Eric said he’s spent 5-7 hours per week and more during the budgeting process.  You can do more or less. 

Eric had mentioned that most expenses are personnel costs.  Mark asked how many FTEs are $100K (the budgeted deficit).  Arthur answered 2.5. 

Jamilah said that some categories are underspent and wanted to clarify her understanding that the unspent money goes back into the general fund.  Arthur said that is correct. 

Arthur said that he would like the treasurer to chair the Finance Committee—schedule meetings, set the agenda and thinks that the treasurer doesn’t need a finance background but should be willing to learn how to read the balance sheets. 

Arthur explained that we have $500K cash--$200K 3-month operating reserve.  $100K funds dedicated to specific expenses and $200K surplus unallocated (would be used to pay for deficit.)  There are things to pay money that could bring in new revenue—like advertising and ways to save money, for example, we’re going to save money by switching the news wire service that we use.  He reemphasized the connection between membership and listenership figures.  We are hoping that the membership drop will level out now. 

Judy suggested that we follow up on these issues at the next meeting and we focus on creative suggestions for how to decrease the expenditures. 

First draft of the next budget starts in June, we usually approve the next year’s budget in September. 

We thanked Eric for his contributions as he resigned.  And we thanked Joe for the food too. 

Chris Merrick can’t be here to do a Programming Changes Update.  Arthur suggests that people read Chris’s report.  Attached.  Arthur went though the highlights.  They are taking a look at the am news, talk radio and there will be some afternoon changes.  Chris noted that fewer programmers are coming to meetings and worries that people don’t realize that there will be changes coming, but jamilah noted that there has been information given out to programmers about planned changes. 

Judy asked what about the Spanish language programming.  Arthur said he thinks that is going to be addressed later in the year.  Currently we have Spanish language programming 3 times a week at different times of the day.  Ivonne said that the shows have different audiences and have longtime listeners and talked about the importance of including the limited English proficiency audience. 

Board Appointments--We have two people who came to the meeting interested in the board openings—Nia and Marty.  We have three openings as of tonight with Eric’s resignation. 

We let each person give a public statement and ask us questions. 

Marty worked for WLS in Chicago for a long time and has been involved with many stations.  He has been a board op and production engineer has done maintenance.  He felt frustrated working at commercial stations with narrow missions.  He has experience implementing remote broadcasts.  Would like to see KBOO work as effectively as possible. 

Nia has been a volunteer for about a year and a half.  She has a passion for media and speech, has a degree in rhetoric and speech and teaches speech.  She has been volunteering in news, but realizes there is a lot of work that goes on with the board.  She loves KBOO’s mission and would like to help out broadly as a member of the board. 

We have 3 general board openings, the grid shows where our current strengths and weaknesses are.  We need a treasurer.  There are officers, all board members are supposed to serve on a committee. Arthur said that an active board member will spend 4-5 hours per week on KBOO business and that the board is starting to include fundraising more prominently for its members. 

Closed session 8:14 to discuss the prospective board member appointments. 

Reopened Public meeting at 9:15.   

The Board would like to appoint Nia Lewis to the Board of Directors—there was consensus. 

Treasurer appointment –meetings are 2 hours from 6-9 pm.  Mark Allyn is somewhat willing.  Genevieve and Erin also expressed interest.  Judy sought the sense of the board to appoint Genevieve as Treasurer.   There was consensus on point.  We hope that Genevieve will continue her work on the capital campaign. 

Development Committee Update—Capital Campaign has started—we have some donations already.  Sun did a presentation to the staff asking them each to make a meaningful donation to the Capital Campaign either individually or by soliciting money.  Staff committed to bringing in $250 each.  We can give our donation to Sun directly or talk to Erin about how to solicit from friends and family.  Erin will send out an email with a pitch for money specifically for studio upgrades.  It would be great to have the money before June 8. 

Committee meetings update—have committees done this?  Judy will email another form for committees who haven’t done it.   People should forward responses to Erin. 

Willamette KBOO Committee—do we need to make it clear that there is no Willamette KBOO group?  Yes.  The consensus is that there is no Willamette KBOO Committee authorized by the KBOO board.  People from the Willamette Valley who are interested in being involved with the station should contact Genevieve at 

Next months meeting—the regularly scheduled meeting would be Memorial Day.  Can we change it to May 18? Yes.   Becky is bringing the food.  The room is already reserved.   

Consent Agenda passed unanimously. 


Judy will talk to Carri and Arthur about setting up facilitation training. 

Judy or Eric will email Marty with the board member application 

Joe, Genevieve and Erin will connect with Nia about the Development Committee 

Eric and Genevieve will meet  before Eric leaves, Judy said she’d like to come too to the meeting 

Judy will announce Board changes—new member and treasurer changes on the web and ask Zale to make Nia a board packet 

Erin will arrange an orientation for Nia. 

Arthur will talk to Chris about getting Nia a mailbox and getting her on the access list 

All committee liaisons should fill out the job description form and forward the results to Erin. 

Judy will tell Ivonne about the change in the meeting date. 

Joe will make a cart about the meeting date change and a sign for the volunteer board and white board, Judy will put something on the website. 

Public Meeting adjourned at 9:50 pm. 

We entered into a closed session at 9:50 pm. 

We reopened the meeting at 10:02. 

Meeting adjourned at 10:07 




Check-in            10

Public Comment           10

Review commitments          10

Decision Making Proposal- Judy/Arthur         Discussion     30      

(See email sent 4/20 with attachments) 

Mid-year financials: year to date, trends, and membership projections- Eric    Discussion 30

Program changes update- Chris   Discussion     20      

Where we are with the timeline for the changes and what's next....

Board appointment    Presentation, Discussion, Possible Action  45      

Candidate public statement (3 min. each)             

Becky will have questions for the candidates for closed session.      

Re-open session: action for appointment or announcement of no action

Development Committee Update- Erin  Discussion     10 

Committee meetings update- Judy   Discussion      15      

Report back to board on filling out Committee “Job Descriptions”      

Consider status of Willamette/KBOO group

Schedule next meeting- May meeting is Memorial Day       

Announcements:             2      

Membership Drive- Supervising Training April 29 

Consent Agenda   Board approves the Consent Agenda        5      

Board Officers to review Staff Evaluations

Board approves the current Management Work group: Becky, Judy, and Genevieve to review staff evaluations as a one-time activity.

Background: Staff approved proposal for the current management work group (Becky,

Erin, Genevieve, Judy) to review staff evaluations as a one-time activity

with the goal of evaluating management structure.  The evaluations will be

confidential to that group. 

March Board Meeting Minutes approval 

Board approves the March Board Meeting minutes as amended with feedback.             

    Manager’s Report

    April 27, 2009   

    1)      Possible expenses:

    a)      Air room:  We need to make changes in the air room to meet the needs of our dj’s who do live mixes.  The current configuration doesn’t work for these DJ’s.  Initially, this wa a capital campaign item, but it was removed when we thought we’d found a budget solution, but we will probably have to go back to the full solution of a new microphone, boom, cabinet material and DJ software–about $1,500.  We’re still working out the final details, but if we develop a plan that Chris, John and I all support, I would like to be able move forward.  This is an important programmatic need as we move into a new sound for the evenings.

    b)      Sabbatical Coverage:  Kathleen will leave for a three month sabbatical  after the first week of June.  We budgeted a replacement person at 40 hours per week  In the original budget, we forgot to include a week overlap for that person before and after the sabbatical.  We also budgeted based on a 12-week sabbatical, but Kathleen’s three-month sabbatical is 13 weeks.  This is an additional  $1,900.   An additional challenge is that we are making program changes in June or July.  This will increase the workload for the department, particularly because there will be new hosts and programs.  In order to ease the burden