SPECIAL MEETING OF THE KBOO BOARD OF DIRECTORS
Thursday, February 19, 2009
Cliff Jones, Senior Associate with TACS, facilitated the meeting. Board President Judy Arielle Fiestal called the meeting to order at 6:31 p.m. The following were present:
Judy Arielle Fiestal
Scott Forrester (left after giving statement at opening of the meeting)
Community and Staff
Cliff Jones (Facilitator)
Darlene Moore (Note Taker)
Michael (last name unknown)
Judy welcomed everyone to this special meeting of the Board of Directors, which was called because of complaints that have surfaced against Board Member Scott Forrester. She asked Board members to look at the various complaints contained in the packets that were distributed to them.
There were introductions around the room.
Then Scott Forrester said that he wanted to make a statement because he was not going to stay for the meeting. (Cliff, Judy and others asked him to wait to make his statement, but he insisted on making his statement before the meeting began.)
Scott said that people should be aware that a contracted person is running the meeting, but that it should be a meeting of the KBOO Board of Directors, run by a chairperson. He said that complete due process, free of bias, has not occurred, and that this meeting should be canceled and another rescheduled. He said that the charges should be sent to him in writing with supporting affidavits; he should be allowed sufficient time to refute the allegations; he should be allowed to call character witnesses; an audio recording of the proceedings should be made available to everyone who has an interest in KBOO; the meeting should take place in a room that is large enough to accommodate all who want to attend; some people couldn't come because of illness; there is a legal risk that could cost the Foundation money at a time when expenses continue to be greater than revenue.
After making his statement, Scott again demanded that the meeting be canceled, and then he left.
Becky Chiao said that Scott didn't give the Board a chance to respond to his statement, and that his leaving without talking about it is part of the problem.
Cliff said that this is a special meeting of the Board that was called in accordance with KBOO's Bylaws. He said the Board has the responsibility of dealing with the complaints that have been made against Scott. Cliff reviewed the Agenda, including KBOO's House Rules and Core Values.
Judy discussed the first complaint against Scott, which is that Scott gave the home addresses of the Board members to volunteer Michael Papadapolous, who sent a letter to the Board members threatening to sue the Station.
The second complaint is regarding a call that Scott made to member and volunteer Tremaine Arkley on January 5, 2009, at 8:00 a.m., in reaction to an email from Tremaine to Scott regarding Tremaine's perceptions of KBOO in Corvallis. Tremaine perceived Scott to be rude and argumentative during the conversation and said that Scott hung up on him. Tremaine sent an email to Arthur Davis on January 5, 2009, regarding the call. Judy read Tremaine's January 5th email to Arthur (which is contained in the Board's packet) and said that Tremaine also sent an email to Scott stating that he did not appreciate the conversation or that Scott hung up on him.
Mary Orr (?)asked if she could ask a question. Cliff asked her to wait until Public Comment and she responded that she had a clarifying comment. There was some discussion about how to deal with clarifying comments, during which Anthony Petchel suggested that time be allotted for clarifying comments at the end of the meeting. Cliff said that Public Comment will open with clarifying questions/comments.)
Program Director Chris Merrick was asked to discuss the third complaint against Scott, which is that on January 13, 2009, Scott made statements at a Program Committee meeting that were hostile to members of the Committee and led to a perception by some that the Board does not act properly, and that Scott's behavior incited a member of the Labor Radio Collective to report what Scott said as support for their position that KBOO acts unfairly and makes program changes with little thought.
Chris introduced himself and told the meeting that as Program Director he attends every Program Committee meeting. Committees are advisory to the Board and do not have authority to act. The Board assigns objectives to the committees. A year ago the Board created programming goals, one of which was to increase listenership. Although all Board members may not agree with a decision made by a majority of the Board, they are required to carry out the decision once it has been made, and this occasionally causes problems.
Three employees and fifteen volunteers were present at the Program Committee meeting on January 13th. At the meeting, Scott identified himself as a Board member and said that he was opposed to the goals of the Board. He urged the Committee to stop the work it has been doing, and said that he was making this request as a Board member. The Chair listened to him but said the meeting would continue.
Scott also said that he is opposed to the idea of retreats, and that holding a retreat is a violation of law and an act of cowardice. The Program Committee said that it would still have its retreat, and Scott said that he would conduct an email campaign against it.
In addition to the above, Chris said that Scott has continuously emailed correspondence and asked for copies of minutes of past meetings. Board members cannot ask employees to perform work; only the Station Manager can do that.
Judy then told the meeting that Scott was voted in at the last election. He didn't come to the first Board meeting but by October 28, 2008, a number of things happened that caused the Board to issue a letter of reprimand to him.
Arthur Davis was asked to discuss this complaint, which is that Scott has disregarded a number of requests to disclose the name of a donor.
Arthur told the meeting that KBOO may have an opportunity for a frequency in Pendleton, and that certain steps have to happen for this to occur, including that if KBOO does get the opportunity, the money has to be available immediately. The minimum cost is $5,500.
The Board said that if Pendleton people can come up with the money, that money could be used to pay for the frequency. Scott wanted to get local support for this, and the Board asked him to contact people in the Pendleton area, which he did. He said that he had funding covered – that he had approximately $3,500 that he could access immediately, and that he had a Portland person who would be willing to make up the difference between what Pendleton comes up with. Arthur has been in contact with the Pendleton people, who say they are prepared to do fundraising but anything else is less than clear. Scott either cannot or will not give the name of the Portland person although he has received multiple requests to do so. Arthur said that if Scott is talking with a major donor, it is important for Arthur and Development to know who that person is so they don't approach him or her on something else.
The fifth complaint against Scott is regarding inappropriate treatment of Staff.
Judy read Ani Haines' complaint regarding Scott's disregard of her requests that he pay for the copying of files. (Becky added that the copying of the files did not have anything to do with business that was talked about with the Board.)
Arthur said that he has had interactions with Scott in which he has felt intimidated. There was a power outage. John Mackey hooked up temporary batteries to keep the Station on the air. Scott asked John to go to the transmitter site (at the West Hills) but John didn't want to do that because he wanted to be at the station when the power went on, which was supposed to occur in 45 minutes. Arthur told Scott that he agreed with John, and Scott told Arthur that he would hear about this during the Board meeting.
Before the election Scott invited Arthur to lunch and Scott spent an hour and a half talking about what was wrong with KBOO. Scott told him that some Board members have problems with the Staff, that he already has allies on the Board and that he knows how to play hardball. Scott asked Arthur not to share their conversation. Arthur found this to be threatening.
Jenka said that Scott told her that he thinks she is hard on her volunteers and doesn't give them the time and training they need. Jenka said he probably watched her doing her job for ten minutes at the most on a couple of occasions. He said that when he heard that she was going to take over the training he felt uncomfortable with that because of his observations.
Joe Azavedo asked Jenka if Scott ever worked with her on the news, and she said that she only helped him a couple of times.
Judy told the meeting that when you are on the Board you have a special responsibility. Being on the Board you supposedly have power over the Staff but in reality if he had problems with Jenka he should have talked with Arthur.
Arthur said that Jenka has received excellent reviews regarding training.
Jenka said that a few days later Scott apologized, but he did so when she was on a deadline so they didn't get to talk.
Anthony said that starting on October 15, 2008, right after the election, Scott called into question Anthony's status as a member of the corporation. Scott told Anthony that Anthony was not elected in a valid process and requested that he step down so that someone whom Scott preferred could take his place. Andrew Geller has confirmed that Anthony was a member of KBOO before the election. The Board issued a reprimand to Scott because of this. In addition, Anthony has said that Scott has stated that the 2008 membership meeting did not have a quorum and the elections were not valid. Last night (February 18th), Scott questioned Anthony's ethics as far as being on the Board and being a banker, but that is why he was elected – to help with the Station's finances.
Arthur added that Scott obtained a membership list to use for his campaign but that he lost it and requested another copy. There was a mistake in the date in the footer of the second list, and that was the list he used to analyze the election. (Scott lost that list too.)
Judy added that Scott brought up three issues in a recent email, and she responded to each issue by email, one of which was that there are no minutes before 2007, which is not true. Although Judy had responded to how the charges were not true, Scott was persisting that these items by brought up in front of the board.
Complaint 7 deals with other questionable behaviors – i.e., about giving false information that KBOO has been using the principal of its endowment and that Scott attended a KBOO Willamette meeting without communicating with the Board's liaison and distracting that meeting from its agenda by campaigning for re-election to the Board in 2009.
Arthur said that a member called last week and said she had heard that KBOO is making withdrawals from the principal of its endowment, which is not true. Arthur asked her where she heard this and she said she couldn't say. Scott is the only person who has ever brought this up.
Judy said there was a Willamette Group meeting on February 16th and the Board assigned Genevieve Matthews to be the Board liaison. Tremaine wrote an email to Judy regarding an email he received from Michael Papadopoulos when Tremaine asked Michael how and why Scott attended the meeting. Michael said that since KBOO invited Genevieve, he invited Scott because Scott has been the only Board member interested in KBOO's presence in Corvallis. Tremaine was very concerned about Scott being so negative about KBOO and doing nothing to further KBOO's presence in the area. He totally derailed that meeting.
Cliff opened up the meeting for clarifying questions.
Mary Orr (?) said that since only Board members have copies of emails, it is unclear who sent emails to whom, and she asked for clarification about which complaint numbers correspond with which complaints.
Joe Uris said that he was confused as to Michael Papadopoulos' role in all of this. Judy said that it depends on the issue. In terms of the KBOO Willamette meeting, he invited Scott because he didn't accept Genevieve as Board liaison. He also sent the Board members a letter to their home addresses threatening to sue everyone, and he obtained the addresses from Scott.
Per Fagereng asked if all the points in Complaint 7 were covered. Judy said that Scott gave false information that KBOO has been using the principal of its endowment and that he attended a KBOO Willamette meeting although he was not the Board-appointed liaison.
John Mackey asked how the Board knows that Scott gave the addresses to Michael. Judy said that Michael told someone who told Judy.
A community member (name unknown) asked for a copy of the Board packet. Judy said that it is being kept within the Board because it contains allegations only and it could be defamatory to Scott if it were circulated to the public.
Jenka asked Judy if she was withholding the name of the person who told her that Scott gave the addresses to Michael because the information was given to her in confidence. Judy said yes. Judy also reminded the meeting that Scott made the decision to leave after he made his statement; if he had stayed, he would have been able to respond to the allegations.
There was a discussion about how the rest of the meeting should proceed.
Cliff opened the meeting to public comment.
Rabia said that Board members have a special volunteer investment but ultimately they are like anyone else who volunteers. She said it's easy to cross the line and project yourself as a Board member, and if that happens and someone tells you about it, you would want to take precautions not to let it happen again. It could even happen a second time. But when it happens repeatedly, then that is a real concern, and the Board needs to make a decision that ensures that others don't have to endure what Anthony has described.
John Mackey said that about a week ago Judy asked him if he had any problems with Scott. He said it was refreshing to him because when he had two grievances previously, in which he felt that his livelihood was being threatened, he never got his due process, but now that the Board feels threatened, it is taking action. He said it would be nice to know if Scott shared the addresses rather than assuming that he did.
A member of the community (name unknown) said that he knows Scott but until he came to the meeting tonight he didn't know anything about this situation. He said that he is concerned about how some real truth can be arrived at given the manner in which the information has been made available. He said he would hate to be in a situation where he said the wrong thing at the wrong time and was then drawn into a proceeding like this one.
Per said that KBOO's grievance procedures seem to have changed a lot. At one time, an outside person would have been assigned to investigate. What are the levels of punishment? Expulsion? Nothing? Nothing that Scott did at the Program Committee meeting was at this level. There was a lot of confusion about when he could speak, and his conduct did not rise to the level of being brought before the Board.
Michael said that he was very concerned a couple of years ago when the Board passed an amendment to the Bylaws to allow the Board to remove members, because then it becomes a self-appointing board. He said he is also concerned about the bylaw amendment that allows the Board to appoint members to fill vacancies. He said that a lot of the issues brought up tonight are relatively recent, and it appears that complaints have been "piled on." He said it seems to him that the action could have been resolved differently.
Mary said that it was good to have Cliff facilitate the meeting, but that we need to hear from Scott regarding the things that were said here tonight. She said she is very interested to know what the Board is going to do. She has a feeling that this has been discussed behind the scenes. Maybe some of the things could have been dealt with on an individual basis, and she hopes that they are handled that way – separately – to find a solution to each one of them. She said that perhaps the Board has in the back of its mind that it has a bylaw that allows it to toss people out.
Yvette said that before coming here tonight she heard somewhere that a KBOO reporter said that Jenka was controlling and that maybe people who don't agree with the general sentiment might not have come to the meeting. She said that Scott is stubborn, like Yvette is, and that perhaps KBOO should use that to its advantage. It is a "red flag" that there is no discussion about questions. The Board has a duty to the Membership to try to get along with Scott.
Barry Sutton said that Scott has expressed antagonism and controversy and has pushed his authority on people. He seems like a "Republican torpedo" put here to fracture KBOO with doubt.
Joe said that this situation was inevitable with the change in the Bylaws. Only direct testimony should be allowed – not hearsay. He said that his observation of Scott is that he is angry and does not share the Board's values and that this could lead to lawsuits – an endless process, endless set of problems. He says this with despair and awareness. KBOO must decide on what it can do within the law. His observation is that KBOO doesn't have a process in place that seems to be adequately just to deal with this kind of problem.
Lloyd said he has served on the boards of three organizations on which Scott was also an elected board member. He knows that Scott can be difficult to deal with but he should have rights. He agrees one hundred percent with what Joe said. How are you going to determine the truth of the allegations that have been made? Some allegations have been made by Board members which raise conflict of interest. Complaints have been aired publicly but information has not been made available to the public. He looked at KBOO's website and looked at the policy regarding conflict resolution, and he thinks that in keeping with its vales KBOO should use mediation.
Laurie Sonenfeld said she thinks this is a very good test of KBOO's attempt to maintain a more humane process. She asked how the new conflict resolution policy deals with the rights of someone who has a difficult personality. She asked how much training Scott was given about being a Board member and relating with staff. She said that when she was a Board member there was nothing like that. If he wasn't trained, then expulsion is inappropriate. There is a problem with having a bylaw about removing a Board member and the language is too vague.
Bill asked how this can be done and be fair to all, including the KBOO community? He said that he doesn't think we can do this under the bylaw that was instituted about the Board being able to remove one of its own. He has worked with Scott, and Scott has a good heart and a lot of anger. He is on the right side of social justice issues but not good at putting it into practice person to person. Bill said that we do Scott and ourselves an injustice by not having due process. You can't make a decision based on hearsay.
There was a short break, after which Cliff discussed with the meeting the basic questions that he heard from the Public Comment:
Becky said that her perception of the purpose of this meeting was to discuss as a Board what the complaints were from Members, Staff and Board members and give Scott a chance to respond, which he chose not to do, and then have a Board discussion. The Board has to respond to Staff complaints.
Chris reminded the meeting that the bylaw that allows the Board to remove a member for cause was voted on by the Membership. He thinks that Becky is right that the reason for this meeting was to begin the discussion but Scott walked out. He said that Scott wants to influence the outcome by threatening legal action and this could be seen as intimidation. He has already said that if he doesn't get what he wants he will cause harm to KBOO.
There was a discussion about whether the Board's should have a discussion in an open or closed session.
Erin Brand moved to have the Board discussion take place in a closed session but that no action should be taken until the meeting on Monday (February 23rd). Joe seconded. Cliff called the vote: Eight voted in favor, Becky opposed; the motion carried.
The public meeting ended at approximately 9:30 p.m.