Meeting of the KBOO Board of Directors, 2009/07/27

MEETING OF THE KBOO BOARD OF DIRECTORS
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)

Absent
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.

Commitments—

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