Board Meeting Agendas

The May 2012 KBOO Board of Directors meeting will be held on May 21, 2012.

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2013-10-28 Board Meeting Agenda

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bod_agenda_10282013_public.pdf97.07 KB

2013-11-25 Board Meeting Agenda

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bod_agenda_public_11252013.pdf92.51 KB

2012-02-27 Board Meeting Agenda

 KBOO BOARD AGENDA

Monday, February 27, 2012, 6:00-8:30 p.m.
Facilitator: brush
Minuter: Marc
 
1. Ground Rules & Focus: brush 10 minutes
• Turn off cell phones
• Check-in
 
2. Agenda approval. 5 minutes
 
3. Public Comment I 10 minutes
 
3. January Minutes Approval 5 minutes
 
4. Board/Committee communications procedure and re-affirmation of board member committee liaison role 5 minutes
Personnel/Governance Committee
PURPOSE: To re-affrm Board/Committee communications procedure and offer guidelines for facilitating smoother electronic communication channels.
DECISION TO BE MADE/PROPOSED MOTIONS: 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.
BACKGROUND: Recent requests from various board and staff members to work out a process to facilitate a clear and respectful process in regards to communication between Board and Staff Members.
 
6. Admin/Finance Asst Positions Merge 10 minutes
Personnel/Governance Committee
PURPOSE: The Personnel/Governance Committee does not agree that these positions need to be a combined at this time, chiefly due to PD's (Merrick's) departure. Many of the PD tasks he did in the legal role have been handed to Admin Asst who is actively collecting and documenting this information. The P/G Committee's opinion is that it is ill-timing and detrimental to the organization to cut the Admin Asst hours during this transitional period.
The following is a list of items recently added to Admin Asst's (Zale) job duties that were originally the responsibility of the Program Director, Chris Merrick:
 Institutional knowledge surrounding many items, including those below:
 FCC flings (including annual EEO) [Erin has no experience with these, and Zale has basically done them all over the past couple of years].
 Zale knows the management paper files well and reports that she often seems to be the only person who can find these items.
 Maintenance of management computer files.
 Creation and maintenance of Board packet.
 SCA rental contracts [Finance Dir. Debbie also has info on this].
 Ongoing activities with Chehalis and Pendleton "new" frequencies [Debbie also has info on this].
We agree with the idea of shifting 5 hours from Finance Coordinator position to the Finance assistant position, but feel the Admin position should be retained as a separate 8 hour/week position.
NOTE: Admin Asst is also Chair of P/G Committee as a volunteer, but recused herself from any discussion regarding the agenda item except for submitting the list of items recently added to her position.
DECISION TO BE MADE/PROPOSED MOTIONS: Leave the two positions filled by current Admin & Finance Assistants with their current weekly hours. The proposed cut in 3 hours per week by Finance Committee from Admin Asst position would be funded by the the unused salary of the (not yet hired)
Development Director. When the Dev Dir position candidate is chosen and offer is made, P/G Committee moves that these positions be re-evaluated at that time.
BACKGROUND: Please refer to the attached documentation:
 Interim Staff Position-Internal Controls
 12amended
 
7. Board Blog 5 minutes
Marc/VJ
PURPOSE: To determine protocols for the Board Blog on the KBOO website. The Board Blog has not had a post since 2010.
 If the board is not using its blog, does the board want the board blog removed from the website?
 If the board does want the blog to be active, who is authorized to post on that blog? The board speaks as one and no member is authorized to speak for the board. However, if any board member is authorized to post on the blog, that board member may not be speaking for the board.
 As an alternative, each director can have a personal blog with an opportunity to express his or her personal views but not speak for the board as a whole.
DECISION TO BE MADE/PROPOSED MOTIONS: (1) That the board officially place the board blog on hiatus until protocols are in place, and (2) The board refer the development of board blog protocols to the Personnel/Governance Committee.
 
8. Affirmation regarding Article X of the Bylaws 10 minutes
Marc, Zale, Alicia
PURPOSE: To affirm Bylaw Article X
DECISION TO BE MADE/PROPOSED MOTIONS: (1) As a governance issue, the Personnel/Governance Committee respectfully asks the Board of Directors to affirm that the board has the authority to approve “minor editing changes that do not change the meaning or intent of the original bylaw. Such changes will be limited to grammatical and spelling errors” as per Bylaw Article X 27 January 2012 Memorandum; (2) Affirm that the correct version of Article X, as adopted by the members in 1990 is incorporated into the bylaws.
BACKGROUND: See attached Bylaw Article X 27 January 2012 Memorandum
 
9. Remove Chris Andreae as a board member. 5 minutes
Judy
PURPOSE: To acknowledge the vacancy of an additional board seat.
DECISION TO BE MADE/PROPOSED MOTIONS: The board moves to remove Chris Andreae as a seated board member due to her nonattendance at board meetings.
BACKGROUND: Chris has missed more than 3 meetings and the retreat. I spoke to Chris asking her if she wanted to continue on the board. She has mixed feelings regarding this but did acknowledge that her interests are taking her away from board activities. She felt okay if the board moved to remove her at this time.
BREAK-10 MINUTES
 
10. Winter Fund drive report 10 minutes
Staff
PURPOSE: A brief update on the results of the fund drive.
DECISIONS TO BE MADE/PROPOSED MOTIONS: None. Informational only.
 
11. How does the board plan to raise $6000 for KBOO. 30 minutes
Judy
PURPOSE: To review the commitment made by the board to raise $6000 for the 2012 budget.
BACKGROUND: The pledge drive ended up $14,000. The budget includes $6,000 of income from Board fundraising which is just not happening. We are well into our fiscal year without a viable plan for fundraising and likely at least a month away from getting a Development Director. How then are we to cover this shortfall? To decide that, we need a good look at the state of the budget, so the Board is fully informed, and to have the Board formally request that the Finance Committee study the issue this next month and present recommendations to the Board about what to do.
DECISION TO BE MADE/PROPOSED MOTIONS: (1) Develop a plan on how the board can meet its obligation or (2) Refer to the Finance Committee to recommend a plan for the board to meet its obligation.
 
12. Board Goals from the Strategic Plan. 20 minutes
Judy
PURPOSE: To review and plan for board responsibilities as indicated by the strategic plan.
DECISION TO BE MADE/PROPOSED MOTIONS: Discussion on how to implement the strategic plan goals involving the board.
BACKGROUND: The strategic plan for KBOO was approved by the board in June 2011. Many of the goals are being worked on but not on a consistent basis. The
discussion is desired in order to get the board to be focused on the specific goals that need to be addressed by our group.
See "Timeline for strategic plan goals related to Board of Directors”
 
13. Committee Reports 15 minutes
 Finance Committee
 Programming Committee
 Personnel/Governance Committee
 Nominations Committee
o Update of candidates to fill vacant seats
 Engineering
 
14. New Business 10 minutes
 
15. Public Comment II 10 minutes
 
TOTAL TIME: 160 MINUTES
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2012-03-26

 KBOO BOARD AGENDA

Monday, March 26, 2012, 6:00-8:30 p.m.
 
Facilitator: brush
Minuter: Marc
 
Ground Rules & Focus: brush 10 minutes
Turn off cell phones
Check-in
 
Agenda approval.                                                                            5 minutes
 
Public Comment I 10 minutes
 
January Minutes Approval 5 minutes
 
Board Vacancies 10 minutes
Nominations Committee
 
PURPOSE: To appoint one or two directors to fill out vacancies on the board
 
DECISION TO BE MADE/PROPOSED MOTIONS: To approve one or two members to fill out the vacant board positions
 
BACKGROUND: Currently, we have two open board positions, both of which expire in September 2012.  Although the remainder of the time for these positions is short, the nominations committee believes that the positions should be filled as soon as possible to maintain quorum at board meetings
 
See attached applications.
 
Financial/Budget Update 20 minutes
Finance Committee/Debbie
 
PURPOSE: An in-depth financial and budget update brought to you by the finance committee and Debbie, our favorite number-cruncher.
 
DECISION TO BE MADE: None.  Informational only.
 
BACKGROUND: The board has requested regular financial and budget updates.  FinComm and the green visors in the vast financial department present this update in response.
 
See attached documentation for everything you want to know and more.
 
 
 
Policy 26: Retirement                                           15 minutes
 
PURPOSE:  Resolution: Per Policy 26 - annual Board decision on the KBOO contribution to employee’s retirement accounts.  (401k)
 
DECISION TO BE MADE/PROPOSED MOTIONS: The Board is asked to make a decision on company non-elective deferrals to the employee’s retirement account for the calendar year 2011.  Per policy, the Board can approve to contribute an amount of 0% to 10% of the eligible gross wages for qualified employees.  Qualified employees meet certain criteria as described in The Plan (401k) that meets IRS standards & requirements tests.  
 
Proposed Motion:  Paula moves that per the Finance Committee recommendation, the Board elect to have a 0% contribution from the Foundation, to the eligible employees' individual retirement accounts of the 401(k) plan, for the 2011 calendar year.
 
BACKGROUND: Wages are based on the calendar year of 2011 with employer contributions due March 31 of the next year, and are made payable to Paychex Retirement Services.  Annual non-elective employer contributions are based solely on the judgment of the Board of Directors based on input from the Finance Committee regarding funds availability and deficit projections.
 
2/21: The Finance Committee makes the following recommendation to the Board, based on available funds and current deficit trend: Finance Committee recommends that there be zero contribution to the staff 401k plan.
(Kurt abstains)
 
3/13: The Staff discuss, and although there is no record of an official vote for consensus, there was no strong disagreement to not funding the retirement accounts due to the budget deficit.
 
Calendar year end 2011 - Eligible Payroll for non-elective contribution by employer
Employees   (6)  Gross payroll dollars  $166,380.18
Terminated Employees (2)  Gross payroll dollars  $65,531.38
 
26. Employee Compensation and Benefits
  (Excerpt on Retirement)
 
 
Retirement
KBOO shall strive to make an annual contribution to a retirement account of eligible employees.  Contribution shall be 0% to 10% of salary for eligible employees.  In January of each year, the KBOO Board of Directors, with input from staff and Finance Committee, shall determine what level of funds are available to make an employer (non-elective) contribution for the previous calendar year. 
Eligibility: Eligibility begins after one year of employment as a regular employee working at least 1,000 hours per year (a half-time employee works 1,040 hours per year).
Contribution: Contribution shall be 0% to 10% of compensation. Compensation is defined as W2 compensation plus elective deferrals such as 401(k)).  Contribution shall be made annually.
Timeline:  This policy shall apply to the 2010 calendar year.  The board shall make the first determination of funding availability in January 2011 for the 2010 calendar year.
Employee contributions: Individual employees may elect to have contributions deducted from paychecks in compliance with retirement plan rules.
 
BREAK-10 MINUTES
 
Board/Committee communications procedure and re-affirmation of board member committee liaison role   5 minutes
Personnel/Governance Committee            
 
PURPOSE:   To re-affrm Board/Committee communications procedure and offer guidelines for facilitating smoother electronic communication channels.
 
DECISION TO BE MADE/PROPOSED MOTIONS:  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.
 
BACKGROUND: Recent requests from various board and staff members to work out a process to facilitate a clear and respectful process in regards to communication between Board and Staff Members.
 
Board Blog 10 minutes
Marc/VJ
 
PURPOSE: To determine protocols for the Board Blog on the KBOO website.  The Board Blog has not had a post since 2010.  
If the board is not using its blog, does the board want the board blog removed from the website?
If the board does want the blog to be active, who is authorized to post on that blog?  The board speaks as one and no member is authorized to speak for the board.  However, if any board member is authorized to post on the blog, that board member may not be speaking for the board.
As an alternative, each director can have a personal blog with an opportunity to express his or her personal views but not speak for the board as a whole.
 
DECISION TO BE MADE/PROPOSED MOTIONS: (1) That the board officially place the board blog on hiatus until protocols are in place, and (2) The board refer the development of board blog protocols to the Personnel/Governance Committee.
 
Affirmation regarding Article X of the Bylaws 10 minutes
Marc, Zale, Alicia
 
PURPOSE: To affirm Bylaw Article X
 
DECISION TO BE MADE/PROPOSED MOTIONS: (1) As a governance issue, the Personnel/Governance Committee respectfully asks the Board of Directors to affirm that the board has the authority to approve “minor editing changes that do not change the meaning or intent of the original bylaw.  Such changes will be limited to grammatical and spelling errors” as per Bylaw Article X 27 January 2012 Memorandum; (2) Affirm that the correct version of Article X, as adopted by the members in 1990 is incorporated into the bylaws.
 
BACKGROUND: See attached Bylaw Article X 27 January 2012 Memorandum
 
 
Disciplinary Action 10 minutes
Marc
PURPOSE: To refer to committee (Personnel/Governance or Nominations Committee) a request to advise the board on the appropriate disciplinary action for Michael P.
 
BACKGROUND: At the February board of directors meeting, Michael P. 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.  He did this because he did not wish the board to vote on one agenda item.  He was in the KBOO offices a half hour 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.  He could have abstained from voting on that item or simply absented himself for that item.
 
DECISIONS TO BE MADE/PROPOSED MOTIONS: To refer to committee (Personnel/Governance or Nominations Committee) a request to advise the board on the appropriate disciplinary action for Michael P.
 
DOCUMENTS: Copy of email from Michael P.
 
Committee Reports 15 minutes
 
Finance Committee
Programming Committee
Personnel/Governance Committee
Nominations Committee
Engineering
 
New Business 10 minutes
 
Public Comment II 10 minutes
 
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2012-05-21 Board Meeting Agenda

 KBOO BOARD AGENDA

Monday, May 21, 2012, 6:00-8:30 p.m.

 

Facilitator: brush

Minuter: Marc

 

1.      Ground Rules & Focus: brush                                           10 minutes

            Turn off cell phones

            Check-in

 

2.      Agenda approval.                                                                 5 minutes

 

3.      Public Comment I                                                                 10 minutes

 

4.      April Minutes Approval                                                       5 minutes

 

5.      Welcome, Lynn                                                                    15 minutes

Lynn

 

PURPOSE:  To meet Lynn Fitch, the new Development Director

 

DECISION TO BE MADE/PROPOSED MOTIONS: Informational only.

 

BACKGROUND: KBOO recently hired Lynn Fitch as the new Development Director.  This is an opportunity to meet Lynn.

 

6.      Board Led Fundraising                                                        15 minutes

Judy/Lynn/Paula

 

PURPOSE: To decide on a strategy for board led fundraising.

 

DECISION TO BE MADE/PROPOSED MOTIONS: To decide on how the board intends to fulfill the strategic plan mandate for the board to raise $6,000.

 

BACKGROUND: The strategic plan has a provision for board led fundraising in the amount of $6,000 each fiscal year.  The fiscal year is two-thirds over and the board has not arrived at a plan or strategy to fulfill that mandate.  A group was formed several months ago to arrive at a plan.  One proposal is to have a special online fund raising event for a specific item.  Part of the confusion is what the strategic plan provision means.  In other words, what is “board led fundraising?

 


 

7.      Staff Management Workgroup Update                                          5 minutes

Marc/Ani

 

PURPOSE: Provide the board with a monthly update regarding the progress of the Staff Management Workgroup

 

DECISION TO BE MADE/PROPOSED MOTIONS: Informational only

 

BACKGROUND: Last month the board created a board/staff workgroup to develop a recommendation for station management.  The board appointed Marc, Ben, and Kate as the board representatives on the workgroup.  As of now, the staff has not informed the board members regarding the staff members nominated to serve on the workgroup

 

8.      Membership Drive Update                                                               10 minutes

Ani/Zale

 

PURPOSE: Hopefully, the spring drive will be over by the board meeting.  Although probably too soon to have any in-depth analysis of the fund drive and thoughts about new strategies, the board requests an update on the progress of the drive.

 

DECISION TO BE MADE/PROPOSED MOTIONS: Informational only.

 

BACKGROUND: The board has a legal duty to ensure that the KBOO foundation is fiscally solvent.  As we finish up the last scheduled fund drive of the fiscal year, the board is interested in learning the results of the Spring Fund Drive.

 

BREAK-10 MINUTES

 

9.      Chehalis Update                                                                                            10 minutes

Conch/Marc

 

PURPOSE: To decide whether to file a six-month construction extension for the Chehalis frequency

 

PROPOSED MOTION: The board authorizes the staff to file a six-month construction waiver for the Chehalis frequency so long as the only costs are limited to staff time and any postage.

 

BACKGROUND:  Last month, the board voted to not approve any further costs regarding the Chehalis frequency.  The board decided against paying the attorney to file another six-month construction extension pending the outcome of the appeal.  Since that time, it has been discovered that the staff is able to file the form directly to the FCC.  It does not appear that a filing fee is required.

 

 


 

10.   Membership Materials Committee                                             10 minutes

Judy & Ben

 

PURPOSE: To appoint three directors to work with the Membership Director to develop “membership materials” pursuant to the strategic plan.

 

DECISION TO BE MADE/PROPOSED MOTIONS: Appoint three directors to work with the Membership Director to develop “membership materials.”

 

BACKGROUND: One task of the strategic plan is the creation of membership materials by the membership director and three directors (see below). 

 

 

TASK

WHO'S RESPONSIBLE

TIMEFRAME

ETA OF COMPLETION

STATUS/

DATE

NOTES

Membership materials creation

Membership Director with 3 board members

10/2011 and ongoing

 

 

 

 

 

11.  Nominating Committee Update                                                                   15 minutes

Marc/Lyn/Paula/Keller

 

PURPOSE: To discuss several upcoming events and get input and assistance

 

DECISION TO BE MADE/PROPOSED MOTIONS: Informational only.

 

BACKGROUND: The Nominations Committee has two major events on the horizon.  The first event is KBOO in the Park which will be in August at Peninsula Park.  The event is a way to bring together the KBOO family for a fun outdoor event and also a place for an informal meet and greet for Board candidates.

 

The second event is the annual meeting, which will take place at People’s Food Cooperative Community Room on September 15.  One thing the board needs to start thinking about is the annual report to the members.

 

Finally, the Nominating Committee will provide a brief election update.

 

 


 

12.  Committee Reports                                                                           15 minutes

 

·         Finance Committee

·         Programming Committee

·         Personnel/Governance Committee

·         Nominations Committee

·         Development

·         Engineering

 

13.  New Business                                                                                     10 minutes

 

14.  Public Comment II                                                                            10 minutes

 

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2012-01-23 Agenda of the KBOO Board of Directors

 

KBOO BOARD AGENDA
Monday, January 23, 2012, 6:00-9:00 p.m.
Facilitator: brush
Minuter: Marc
Vibes:
1. Ground Rules & Focus: brush 10 minutes
• Turn off cell phones
• Check-in
2. Public Comment I 10 minutes
3. December Minutes Approval 5 minutes
4. Facilities Update Bruce Silverman 25 minutes
See attached documentation
5. KBLU Staff 10 minutes
PURPOSE: Re-affirm relationship with Blue Mountain Community Radio, to enable that organization to receive major donations toward station construction.
DECISION TO BE MADE/PROPOSED MOTIONS: “KBOO affirms its intention to transfer the KBLU license to Blue Mountain Community Radio, once that organization has begun broadcasting.”
BACKGROUND: KBOO owns a broadcast license for a radio station in the Pendleton area (KBLU, actually in Pilot Rock). An earlier resolution (2009) stated that if and when KBLU got on the air that KBOO would formally transfer the license to their organization. They now need some proof of this as they are fundraising and would like to actually guarantee donors that they actually will own the actual radio station.
6. Elimination of Job Positions. Judy. 15 minutes
SPONSOR (COMMITTEE OR DEPARTMENT): Staffing Needs Work Group with input from Personnel/Governance Committee and Finance Committee
PURPOSE: To facilitate hire and transfer of new positions and hours for staff that will meet our budget requirements.
DECISIONS TO BE MADE:
a) Elimination of the Interim Dev. & PR Dir. Position:
Board approves elimination of the Interim Development and Promotions Director
 
Position as of March 16th, 2012. (Recommendations for severance will come through the Finance Committee.) Hours for Sun during the two weeks in March of his return will be as is needed for a successful transition to happen to new staff person as Development Director. It may be fewer hours than his regularly scheduled hours.
b) Elimination of the Facilities Manager position:
Board approves the elimination of the Facilities Manager position. The needs of building maintenance will be met through a volunteer position.
BACKGROUND:
a) Sun is on vacation until March 2nd. He is taking a 4 week paid vacation along with 2 weeks unpaid vacation time. A hire for the new Development Director is starting now and the hope is that it will be completed by the time Sun gets back. Allowing Sun to come back and work 2 weeks after his vacation time will enable the position to be transitioned more smoothly. In addition to the endorsement of the Personnel/Governance and Finance Committees, staff has reviewed and endorsed this proposal
b) Bruce has been on record working one hour per week to take care of the building. It was considered hiring him at a minimum wage hourly- but this may stretch our budget. Bruce is aware of this change and is still planning to continue this responsibility as a volunteer. This is a housekeeping issue so that we are in compliance with labor law.
c) At the next board meeting, we are hoping to have in place the new job description for the Finance/Admin. Assistant position. At that time we will be requesting the board to eliminate the Finance Assist. and Admin. Assist. positions pending the hire of Finance/Admin. Assistant, pending this new hire.
BREAK-10 MINUTES
7. Reassignment of Organization fiscal responsibilities 10 minutes
Judy & Staff
PURPOSE: To have legal and financial responsibilities that had been overseen by Chris Merrick to be assumed by a different staff member.
DECISION TO BE MADE/PROPOSED MOTIONS:
1. The board discharges Chris Merrick as signer on the bank accounts and safe deposit box, to be replaced with ____________ (Staff will hopefully decide this on Tuesday's 1/17 staff meeting,)
2. The board discharges Chris Merrick from company administrator on the 401(k) retirement plan, to be replaced with ______________. (Staff will decide this on Tuesday's staff meeting, hopefully)
 
BACKGROUND:
These are operational motions that need to approved with Chris' departure from KBOO. The Board will need to designate a new ED/CEO equivalent as contact for financial items such as the audit/review, Controllership reports, and other business/financial items and contracts that Chris has been signing off on or receiving reports on.
Excerpt from Board of Director meeting
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
(Excerpt)
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.
8. Committee Updates 15 minutes
• Personnel & Governance
• Nominations Committee
Dates for the 2012 election cycle
Overview of annual meeting structure
Update on vacant board seats
• Programming Committee
• Finance Committee
• Development Committee
• Engineering Workgroup
• Strategic Planning Workgroup
8. New Business 10 minutes
9. Public Comment Period II 10 minutes
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2011-10-24 Board Meeting Agenda

6:00 - 6:10 - Board Check-In - 10 minutes
6:10 - 6:15 - (Re-)Intro of brush as Facilitator - 5 minutes
6:15 - 6:20 - Approval of Board Minutes - 5 minutes
6:20 - 6:30 - Personnel & Governance Committees Workgroup Update & Vote - 10 minutes
6:30 - 6:45 - Appointment of Board Officers & Committee Liaisons - 15 minutes
6:45 - 6:55 - Public Comment I - 10 minutes

6:55 - 7:10 - Motion to Remove Maire Cullen-Gilmore, Board Member for Cause - 15 minutes
7:10 - 7:20 - Board Meeting Facilitator Discussion & Vote - 10 minutes
7:20 - 7:30 - Motion to Refer to Committee re: E-mail Communications & Vote - 10 minutes

7:30 - 7:40 - Break - 10 minutes
7:40 - 7:55 - Staffing Needs Workgroup Update & Vote - 15 minutes
7:55 - 8:20 - Committee Reports - 25 minutes

8:20 - 8:25 - Review of Board Commitments - 5 minutes
8:25 - 8:30 - Public Comment II - 5 minutes
8:30 - Meeting Adjourns

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2011-03-28 Board Meeting Agenda

 KBOO Board Meeting Agenda

Monday, March 28, 2011

5:50  Food.

6:00  Board Meeting Officially Begins

-          Walter “Marty” Soehrman Posthumous Recognition

-          Check-in

6:10 Board Meeting Minutes Review & Approval.

December 2010, January 2011 & February 2011

Update on Board Commitments

6:20  Public Comment.

6:30 Board Member Status.

6:40  Staff Collective Report.

6:50  Board Appointments - Nominating Committee.

7:20  Board Member Assignments.

-          Officers

-          Committee & Workgroup Liaisons

7:40  Break.

7:50  Committee Reports.

8:20 Board Discussion re: Staff/Station Goals

8:40  Ideas to Consider/Discuss – Board Member, Chris Andrae.

9:00  Adjourn.

Reminder: The KBOO Board meets every 4th Monday of the month at 6 pm

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2011-01-24 - KBOO Board Meeting Preliminary Agenda

Visibility

KBOO Board Meeting Agenda

Monday, January 24, 2011

5:50  Food.

6:00  Board Meeting Officially Begins/Check-in.

6:10  Public Comment.

6:20  Staff Reports.

6:50  Board Appointment Candidates
        - Mimi Villarqui

7:00  Committee Reports.

7:20  Pendleton Update - Gary Lee Betts.

7:35  Chehalis Update - Chris Merrick.

8:00  Policy 3 - Ani Haines.

8:15  Housecleaning (physical).

8:45  Closed Session

Reminder: The KBOO Board meets every 4th Monday of the month at 6 pm.

2010-08-23 Preliminary Agenda

KBOO Board Agenda August 2010

 

6:00: Sarah Ryan, final report on harassment issue (Closed Session)

 

6:50: Dinner

 

7:10: Check-in

 

7:25: Public Input

 

7:50:  Strategic Planning report (Judy)

 

8:15: Proposed Petition Statement (Louis)

 

8:25: Election Update (Erin)

 

8:45: Maire’s board Status

 

9:00: Staff Report  (Ani and Chris)

 

Lawsuit update

 

Preliminary FY-2011 budget review

 

Update on the PRETC (Marilyn Pittman grant) - what's left

 

Bylaw situation

 

 Closed Session

2010-04-26 agenda

 

KBOO Board of Directors Meeting Draft Agenda
April 26, 2010
 
 
Intro 6:00-6:30
 
·        Food Brought by Deena
·        Check-in
·        Review of Agenda
·        Public Comments
·        Review of Minutes from March Meeting
 
 
Staff/Committee Reports 6:30-7:00pm
 
·        Web Coordinator
·        Finance
·        Nominating Committee
 
Litigation Update and Follow up 7-7:30 pm
 
Break 7:30-7:45
 
Bylaws Proposals Discussion  7:45-8:30 pm
 
Transition Issues/Strategic Planning Status 8:30-9:00 pm
 
Closed Session—if necessary 9:00-9:20
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Bylaw_Change-_Qualifications_Nominationsbcchanges.pdf58.95 KB

2010-03-22 agenda

 AGENDA

KBOO Board Meeting March 22 2010
 
Intro--6 pm-6:30
·        Food--brought by Ivonne
·        Check-in
·        Board Communication Ground Rules
·        Public Comments
·        Minutes Approval—January and February
 
Board Position Vacancy Appointments  6:30-7:00
 
Board Member Assignments--7:00-7:30
  • Officers
  • Committee Reps
  • Work Assignments--Strategic Planning, Conflict Resolution, Exit Interviews
 
Old Business—7:30-7:50 pm 
  • Proposal by Canoe Group, Finance Committee Recommendation and Finance Update—Erin
  • Personnel Governance Committee Policy—Board Member Liaisons
Break—7:50-8:00 pm
Closed Session—8:00-8:30
  • Pendleton Update
 
 Reconvene Open Session 8:30 pm
  • Other New Business
 
Adjourn-9:00 pm

2010-02-22 Agenda

 

AGENDA
KBOO Board Meeting February 2010
 
Intro--6 pm-6:15
·        Food--brought by Nia
·        Sign ups for the rest of the months
·        Check-in
·        Public Comments
·        Minutes Approval
 
Conflict Resolution—6:15-6:30
  • Presentation by Chris—Commitment to Conflict Resolution
  • Nominations to Committee—Ani
  •  
Board Position Vacancy Appointments  6:30-7:15
 
Board Member Assignments--7:15-7:40
  • Role of Board Members Clarification—act as board in meetings or through delegated authority
  • Officers
  • Committee Reps
  • Work Assignments--Strategic Planning, Conflict Resolution, Exit Interviews
Break—7:40-7:50 pm
Transition issues 7:50-8:10 pm
  • Report on Staff Assignments—Ani
  • Board approval of interim delegation of Station Manager Duties
 
Strategic Planning Proposal--8:30-8:45 pm 
  • Proposal by Canoe Group, Finance Committee Recommendation
 
Report on Pendleton—8:10-8:30 pm
  • Maire
 
Closed Session 8:30-9:15 pm
  • Lawsuit—request of Maire
  • Staff Issues—requests by Judy and Maire and Erin
 
Reconvene Open Session 9:15-9:30 pm
 
Adjourn-9:30 pm
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Canoe Group Proposal.pdf88.99 KB

2010-01-25 agenda

 

AttachmentSize
Meeting of the KBOO Board of Directors1-10.doc29 KB

2009-12-28 Board Meeting Agenda

 

Agenda KBOO Board of Directors 12/28/2009
 
Judy is signed up to bring food.
 
Introductory Matters 6-6:30 pm
Check-in
Public Comments
Approve October and November Minutes
See if people completed last month's assignment to read the Bylaws
Check to see progress on other commitments--
Maire was going to check the recording of last month's meeting to resolve issue from minutes re: her vote
We were supposed to get clarification from Mark on the Board Liaison policy
 
Items From Last Month 6:30-7:15
Vacant Board Seat
Jim Ayala Process—Strategic planning—2009 Goals Document Attached
 
New Matters 7:15-8 pm
Comment on Promotions and Advertising from Yugen Rashaad
Policy proposals for Board Approval--Attached
Membership Dues Policy
Studio Rental Policy
Membership List Policy
 
Closed Session 8-9:30 pm
            Contract Negotiations
Personnel Matters
Employee Reviews
Litigation Update--including policy issue
 
 
 
Attachments for 12/28/KBOO Board Meeting
Attachment 1
 
KBOO Board of Directors’
Organization Goals & Objectives 2009
(Goals are in BOLD)
 
The goals and objectives for KBOO as proposed by the Board of Directors will serve to guide our decisions for the 2009 board sessions. These goals are designed to improve upon the success of KBOO while, evolving the organization to be viable and sustainable in the future. We acknowledge that most of these goals have been carried on from 2008 and that staff, board, and volunteers have already begun work on meeting the objectives outlined below.
 
Organizational Development: Improve the functionality and effectiveness of the KBOO Board, staff and volunteers.
l        Develop effective decision-making processes that are inclusive of our diverse community members.  
l        Develop clarity of roles for board, staff and committees. This includes redefining staff job descriptions; define interaction with the board and committees.
l        Improve effectiveness of committees. Define the role that committees play and how can they be most effective in meeting our needs. 
l        Board and Station Manager shall explore effective organizational techniques to include realigning staff/manager relations, changes in organization's staff arrangement, effectiveness of current staffing model and need for new/changed positions, and staff compensation and benefits.
 
Improved Programming: Improve quality, consistency and scheduling of programs to better meet the needs of the community and to increase listenership, while reflecting our core values. 
l        Train staff and volunteers to improve consistency of KBOO sound and add professional quality.
l        Improve program scheduling to provide more consistent presence in the community.
l        Replace and purchase equipment as needed to improve sound quality.
 
Strategic Planning: Define our organizational purpose in a changing media landscape, set clear goals for the entire station and provide resources to effectively meet those goals.
1.      Develop a mission and vision statement that position KBOO to be vibrant and sustainable in the future, while holding true to our values and history.
2.      Involve our greater community to provide input, participation and ownership in developing a sustainable organization.
3.      Create a 3-5 year strategic plan for the organization including, but not limited to, marketing, development, organizational structure, programming, and outreach.
 
Financial Stability: Diversify KBOO's revenue streams to ensure the sustainability of the organization. Increase listenership & membership by increased outreach.
l        Improve Outreach: Increase visibility, community connections and external fundraising while effectively promoting KBOO.
l        Improve Web presence: Improve functionality and community connection throughout site. Optimize technologies to serve our listeners/viewers.  Create a more interactive web experience that will drive individuals to listen to and support KBOO.
l        Improve Development through new, diversified and enhanced revenue streams to include fundraising events, increases in underwriting, major donor relations, Friends of KBOO Youth, bequests recruitment, product sales, non-listener members and grants.
l        Increase core membership through increased listenership, renewing lapsed members, new member recruitment, outreach events, advertising, etc
l        Create annual goal for Board fundraising and recruitment of new members.
 
 
 
Attachment 2
KBOO Radio Policy
Membership Dues
Date: December 16, 2009
POLICY # ______
 
Approved by: Board of Dir. on ____________
 
 
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:
a)      $20 for adults, or
b)      $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:
a)      donating at least the minimum membership amount in full, or
b)      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:
a)      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.
b)      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.
c)      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.
 
 
 
Attachment 3
December 1, 2009
 
Our policy that sets studio rental rates, administrative fees for grants and ownership rights for produced material is 20 years old. Staff discussed today and made recommendations for Manager to bring to Finance to update our Administrative Fee from 5% to 10%; take the exact studio rental rates out of the policy; and update other language in the policy.
 
  1. Administrative Fee:
The current policy sets the administrative fee for fiscal sponsorship at 5% which is too low to compensate KBOO for our time spent on these projects and is also out of date with current trends. Staff recommends a 10% fee. 
 
There are two projects that we have currently agreed to sponsor. These were set at 7%, because we weren’t up to speed on the policy. Staff recommends grandfathering them in at 7% when we sign the paperwork.
 
  1. Studio Rental Rates: These are currently set at $25 per hour. For commercial clients, this should be $50-$100 per hour. 
 
For many grants, we will want to include this as an “in kind contribution.” For in-kind contributions, it’s advantageous to have a higher rate that reflects real-world market conditions because this shows the full value of our contribution.
 
For certain volunteer projects, the station has occasionally and informally let volunteers use studios in specific, approved situations. Therefore, we will have the Station Manager set the rates in conjunction with the Finance Committee. “In Kind” is also addressed.
 
  1. Other Language: The current policy refers to “tape sales,” doesn’t address fiscal sponsorships, etc. We probably need a separate policy on fiscal sponsorships, but that will have to be a separate project.
 
A draft revision is on the next page for feedback. Any comments on the overall goals or exact language appreciated. Original is attached separately.
            OWNERSHIP, FINANCING AND DISTRIBUTION OF PRODUCED MATERIAL
 
 
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.
 
4.                  Material produced with KBOO as fiscal sponsor or handles project finances:
 
a.                   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:
 
1.                  Station Manager must approve grant application.
2.                  KBOO Board must approve fiscal sponsorship.
3.                  Producer distributes recordings.
4.                  Producer sells recordings (if applicable).
5.                  Producer owns rights.
6.                  KBOO gets 10% of grant/funding for indirect costs.
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; salary included in budget.
9.                  KBOO gets copies of recordings an unlimited future airplay rights.
10.              KBOO gets a spoken credit on recording, and mention in print publicity.
 
5.                  Studio rental fees when KBOO is not a fiscal sponsor of project:
 
a.       Individuals or companies may, from time to time, wish to rent KBOO studios. 
b.      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. 
c.       Scheduling priority is given to KBOO productions.
d.      Considerations for hourly studio rates:
a.       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.
b.      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. 
 
 
 
·         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.
 
 
Attachment 4
 
 
MAILING LIST RENTAL AND EXCHANGE
 
 
KBOO Community Radio shall not trade, rent or sell our membership list. We will only release membership information if required by law.
 
 
                                                                                            Revised by Board of Directors 4/26/03
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2009-11-16 Board Meeting Agenda

 

Meeting of the KBOO Board of Directors
Agenda for 11/16/2009 
 
Check-in  6:00pm-6:15
 
Public Comments  6:15-6:30
 
Review and approval of October Meeting Minutes  6:30-6:35
 
AFP Proposal-- Budget amendment to use French news wire service (documents attached) 6:35-6:45
 
Board Member Orientation--Policies and Procedures  6:45-7:15
 
Year End Financial Report--including Membership Drive Update 7:15-7:45
 
Break 7:45-8 pm
 
Vacant Seat Appointment--8 pm-8:30
 
Fiscal Sponsorship Motion--8:30-8:35
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.
 
Board Liaison Role and Harassment Discrimination Policy--8:35-8:45
 
Programmer Letter-Limit on Irrelevant Internal Discussions On-Air--8:45-9pm
 
Scheduling--Social Activity with Staff in December? December Meeting Date 9-9:15pm
 
EAS Equipment--Request for equipment purchase to run our own Emergency Broadcast system announcements  9:15-9:30
 
Public Comment
 
Closed Session—Letter from Station Mgr.

2009-10-26 Board Meeting Agenda

October 26, 2009 Proposed Board Agenda 
 

Check in             10

Public Comment           10

Review commitments           10

Election results-  Board appointment to vacant seat       20

      Michael Papadopolous was unable to be seated as a board member due to federal regulations on the make-up of the Board. We presently have 2 non-citizens serving on the board which is our limit as designated by FCC, and Michael is not a US citizen. If we don't comply, we would expect to lose our FCC license for broadcasting.

Resolution: The Board of Directors recognizes that Michael Papadopolous was unable to be qualified to take a seat on the board due to federal law and FCC regulations. Federal law limits the number of non US citizens who can serve on a board of directors of a broadcasting corporation.

      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.

Auxiliary Budget approval          30

Resolution: Board approves the Auxiliary budget as recommended by the Finance Committee and Staff.

Resolution regarding going forward with staffing analysis      10

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.

Officers            15

Committee assignments          30

Consent Agenda-

Resolution: The Board of Directors approve the consent agenda.     5

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 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.

Appoint Paula Small as volunteer liaison for the Board to the Finance Committee.

Resolution: The Board of Directors appoints Paula Small a volunteer liaison for the Board to the Finance Committee. In this position, the finance volunteer liaison will work with the Treasurer.

September Minutes

Resolution: The Board of Directors approve the minutes from the September board meeting as amended. 
 

Review commitments

Announcements

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

2009-09-21 Board Meeting Agenda

September  2009 Board of Directors Meeting Agenda- DRAFT PROPOSAL



 

Check-in                                                                                                                                                   10


 

Public Comment                                                                                                                                        10


 

Review Commitments from past meeting                                                                                                      5


 

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.



 

Policy to consider- see attachment- Paula                                                                                                      10


 

26- Retirement proposal



 

Development update- Sun                                                                                                                            15



 

Server proposal- John Mackey                                                                                                                      15



 

Budget review- Debbie, Paula                                                                                                                       60



 

Consider granting bonus for staff for this fiscal year                                                                                        15



 

Follow-up with Toni's layoff- Becky, Erin, Judy                                                                                                 30


 

    Executive committee activity, Personnel committee recommendation,


 

    gift for Toni, general discussion on what could have been done differently



 

Election and Membership Meeting Update                                                                                                                                                                                              10


 

    Discuss plans for Annual Meeting. Consider orientation for new board members.



 

Board liaison role- Mark     (See attachment.)                                                                                                  10                                                                                                                                                                                                                                                                                       


 

    


 

Manager report- Chris                                                                                                                                    10



 

July and August Board meeting minutes                                                                                                            5


 

Resolution: The board approves June 22, 2009 board meeting minutes as amended.



 

Closed Session: Lawsuit related                                                                                                                       15



 

Louis will be providing the food for the meeting. Thank you Louis!

2013-12-16 Board Meeting Agenda

no
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