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.
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)
7 In Favor 2 abstain
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 Powells.com when you link through the KBOO website.
8:17pm Nia moves to go into closed session.
11:00p Judy moves to adjourn meeting.
Executive Meeting, KBOO Studios
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
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,
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.
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.
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.doc||39.5 KB|
|Staff REPORT TO BOARD OF DIRECTORS 11 10.doc||27.5 KB|
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.
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.
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.
Judy moves to approve September minutes.
10 In Favor
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
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
Member At Large- Nia Lewis
Thanks to Louis for serving as President.
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)
Program- Becky, Kurt
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.
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.
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.
Move to adjourn Kurt – second Erin
10:28 Meeting Ends
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.
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?
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.
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.
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.
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.
Vote: 2 yes
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
Will be on Sunday, October 17th, 11 – 1 at KBOO.
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.
July and August Board Minutes:
EB: Moves to approve the July and August minutes
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
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!
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
Deena moves that the Boards gets an in depth report from the work group in 3 months to look at the goal plan
Board members appointed to the Workgroup
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.
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
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!
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.
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
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
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!)
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
Food Brought by Deena- Glad you liked it!
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
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
Itunes- tagging hardware can tag songs so next time music is tagged
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
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
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
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.
Finished RFP – sending out and harvesting leads. Hoping to Interview in June,
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.
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.
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
Development- Nia, Ivonne
Outreach- Deena, Becky
Personnel/Governance- Judy, Jim
Vice President- Louis
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
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.
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
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.
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.
Verifying cash activity. Tracing deposits from check logging to the bank accounts.
Monitor bank disbursements from checks that are written.
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)
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
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.
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.
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)
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.
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
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.
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.
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.
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
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.