2009 Meeting Minutes

Meeting of the KBOO Board of Directors, 2009/12/28

KBOO Board of the Directors- December 28, 2009

Board Members Present

Becky Chiao

Ivonne Rivero

Nia Lewis

Genevieve Matthews

Louis Sowa

Joe Azavedo

Mark Allyn

Erin Brand

Marty Soehrman

Maire Cullen

Judy Arielle Fiestal

 

Staff

Arthur Davis

John Mackey

Andrew Geller

Zale Chadwick

 

Public

Pari Patizad

Jeff Lovell

Yugeen Rashad

Lyn Moelich

Grace Hague

Tom Hood

Jim Dancing Trout

Michael Papadopoulos

Yvetter Maranowski

Rabia Yeaman

Paula Small

Carla Remey

Daniel Flessas

Deena Barnwell

Public Comment

Lyn Moelich- Interested in having guide out and about. She feels it's a good outreach mechanism.

Grace Hague- Interested in following up on closing of outreach department, and issue of harassment that has been charged against an employee. She thought that the station manager has said that he will not follow policy and bylaws because they are too cumbersome. She also feels that if a board member is a friend of Arthur, that person should recuse themselves from being involved with Arthur's evaluation. She feels that there is a need for a board who can stand up to Arthur.

Michael Papadopolous- There needs to be a record of the October minutes. That meeting showed a lack of order by the chair because part of the meeting was done by Roberts rules and the rest was done by consensus. Minutes should be accurate procedurally.

Yvette Maranowski- She felt in accord with Michael's input about the October meeting. She felt that recordings of board meetings need to be copied rightaway after the meeting. She said that in the past she put in a sexual harassment complaint and it was tossed out. The governance committee just came up with a new sexual harassment policy but she feels that it has weakened the policy. She was disappointed that she wasn't invited to the governance meeting to give input on the harassment policy.

Rabia Yeaman- She felt it was rude to laugh at Grace. A statement was submitted which she read from. Station needs goals to make a plan. She encourages the board to make goals and take charge of the ship. All actions need to be made in public meeting, and be included in the minutes. Desperate attempts to get rid of conflict makes it look like a cover-up.

Paula Small- She was disappointed on the lack of decorum at the meeting. She is an advocate of a person who put forth the harassment allegation. She read fromt the March 2, 2009 letter that was written in response to the lawsuit by Scott Forrester. When there was a violation of KBOO policy the board acted to defend the organization. She then read excerpts from the September letter to the community in response to the firing of Toni. She feels that the board is not following through with their assertion that they want to improve KBOO community.

Yugeen Rashad- He suggested that we go back to the moment when you wanted to become a member of this organization. Inspire or defensiveness? How do we feel now? What are our reasons for the station being here? The answer will affect the future of the organization. Serving unserved or underserved populations is most important. We need to look forward. You can always look at someone and find something you don't like. It's important to look forward. Are you defensive or inspired tonight?

Carla Remey- She feels that the program guide is an asset to reach out to the community. It is important to those who don't have web connection.

Review of the Minutes from previous meetings.

October Minutes- These minutes had not previously been approved pending Maire reviewing her recording about how she voted on Nia's seating as a board member.

Note requested by Maire to be inserted in the minutes:

Maire asks that her recollection was that she did not vote for Nia to sit as a board member. Maire also wanted it noted in the minutes that she thought that Michael voted against this as well, even though the board had took action to remove him from the board before the vote on seating Nia was taken.

Change in spelling of Yvette's name.

October minutes were approved with consensus.

November minutes were approved with consensus.

Minutes of Special meeting- December 6, 2009

Nia felt that the minutes do not reflect what happened at the meeting and objects to the minutes.

Ivonne states that meetings that involve personnel matters need to be kept confidential. Judy pointed out that our practice at KBOO has been to not include the names of people outside the board who were in attendance at closed sessions. Rabia Yeaman and Paula Small felt that there was an obligation to include more information to the public under Oregon State Regulations. Becky pointed out that the policy that Paula was referring to involved governance of legislative bodies, not that of nonprofits. Nonprofit boards have different guidelines. These minutes were tabled for review next month.

There was a general discussion by the public that the board needs to know Oregon Nonprofit rules.

Board liaison policy

Mark will follow-up with Governance/Personnel committee on the board liaison policy and report back to the board.

Vacant board seat

The board seat is still open and we're open to applications from interested KBOO members.

Jim Ayala process- Finance committee recommended that the station needs to begin strategic planning with possible help of the Canoe Group. Becky reviewed the goals from 2009. Louis and Judy will attend staff meeting either January 5th or 12th to discuss how to proceed with a staff and management analysis of KBOO, which was started in the Spring.

Frequency Application in The Dalles

New frequency application is available for The Dalles. A full licensed station in The Dalles would have full power. The staff made the recommendation not to go ahead with the frequency application. Maire would like to see us go after this type of application. Erin said she didn't support expansion into The Dalles because we did not have a community partner, and we don't have a goal for geographic expansion. Ivonne said that there are needs for a voice in this community. Maire said there are not many new opportunities on the airwaves available. Marty wanted to clarify if there was a need to do original programming. John said if we don't have a local partner we shouldn't apply for it. Marty asked about costs to keep signal on air. John said the costs are unclear. He ascertained that a studio is not necessary to be built there. Staff feels that we don't have the capacity to extend our geographical web. We have difficulty giving full support to the communities we are already serving. Arthur stated that the costs could be extensive.

Mark made the motion: KBOO should not go forward with the full service station application in The Dalles. Erin seconded.

Michael Papadopolous supported that there is a need for a local partner in a city to expand.

Trout thought that Hood River already has a low-powered fm station. Maire wanted to make a motion for us to expand our reach into The Dalles but was not able to since there was already a motion on the table.

Two board members blocked the motion. The motion did not pass.

Ivonne and Maire will work with John and Mike Brown to develop an outline of potential costs for the project, and look for potential partners in the community. They will report back to the board with any pertinent discoveries.

Membership Dues Policy

Policy was crafted by Arthur and Andrew. Finance committee and staff reviewed the concept and approved the policy. (See policy below.)

Board passed the policy by consensus. One board member stood aside.

Studio Rental Policy # 15

Arthur drafted policy, and the policy was reviewed and approved by finance committee and staff. (See policy below.)

Board passed the policy by consensus.

Mailing List Rental and Exchange Policy #35

The governance/personnel committee recommended not to make changes in this policy.

Comment on Promotions and Advertising- Yugeen hopes that we can come together on future programming. There is a need for KBOO to continue to do outreach in underserved and unserved communities. Talked about gentrification- looking at NE Portland as an example. How does KBOO's progressiveness express itself? Pledge drives are an old format to gain support. Yugeen is wondering if there is a marketing strategy. He is suggesting that we use the gentrification corridors to put up posters to get KBOO known. We need to market and broaden our brand. What can we do as a programmer, volunteer, board member, staff to expand our airwave.

Deena said she liked the turn on the gentrification situation to make something good come out of it. We all need to be in together to support that

Judy encouraged that Yugeen contact the Development Committee to

Michael Papadopolous said that you need help from the station to get the word out.

Becky said that the station is open to involvement on outreach strategies working with the station.

Pari encouraged Yugeen to come up with a specific plan and strategy and bring it to the committees to bring plan into fruition.

Becky reviewed that the 2009 goals include financial stability and strategic planning.

Nia stated that the board needs to look at the branding of KBOO.

Yvette wanted a recording of the meeting and an unmoderated list serve.

Rabia thinks we should just go ahead making lawn signs and not belabor the exact wording.

Becky enourage volunteers with ideas to bring the ideas to the appropriate committees and staff and take responsibility for accomplishing the tasks.

Next meeting the board will hear regarding how the development committee received his ideas. Ivonne and Nia can work with Yugeen on his ideas.

Closing public comments

Pari agrees that it is important for us to know our identity. The dynamic at the meeting is inspiring and concerning. She plans to attend more meetings.

Yvette liked to see that the consensus model was being used in a meaningful way.

Grace apologizes to Becky for being rude and accusing her of being a friend of Arthur. She would like to see an outside facilitator to investigate any harassment issues.

Rabia thinks that the person who is accused of harassment should be put on paid administrative leave.

 

Board went into closed session at around 9:15pm to discuss personnel issue and a contract agreement.

Board opened up their meeting to the public at 11:37.

Contract negotiations

KBOO authorizes the Station Manager to re-negotiate a contract with one of our SCA renters.

KBOO board approves motion with consensus.

KBOO Board is continuing to work with all parties concerned regarding personnel complaint.

Board meeting adjourned 11:40pm.

Possible future board meeting agenda items:

review special meeting minutes dec. 6, 2009

board liaison policy

vacant board seat

2010 goals

guidelines for recusing on votes

The Dalles frequency application

qualifications of board candidates

 

APPROVED BOARD POLICIES BELOW:

Membership Dues Policy

The purpose of this policy is to establish the minimum dues and timelines to become a KBOO member.

 

  1. The minimum amount for annual membership dues is:

    1. $20 for adults, or

    2. $10 annually for youth, defined as a person under 21 years of age (the purpose of the Youth Membership is to get young people involved with KBOO and with charitable giving.)

  2. A donor is admitted as a member upon:

    1. donating at least the minimum membership amount in full, or

    2. establishing a monthly Electronic Funds Transfer (EFT) of at least $5 per month. The EFT is considered established when the station has received and processed necessary bank account information and written permission to establish withdrawals. A monthly debit card or credit card deduction is not considered to be an EFT.

  3. Membership expiration date:

    1. The expiration date is one year from the date on which KBOO processes the full payment of minimum membership dues for members paying in a manner other than EFT.

    2. The expiration date for EFT donors who cancel their EFT payments within the first year but who have paid the minimum amount for annual membership dues is the anniversary of the date on which KBOO processed the initial payment. EFT donors who cancel their deduction within the first year but have not paid the minimum amount for annual membership dues will not receive an expiration date and their membership is cancelled as of the date of cancellation.

    3. EFT donors who cancel their deduction after the first complete year, but who have paid the minimum amount for annual membership dues in the subsequent year, will receive an expiration date one year from the date on which we processed the initial payment in the subsequent year. EFT donors who cancel their deduction after the first complete year, but have not paid the minimum amount for annual membership dues in the subsequent year, will receive an expiration date equal the last date of the month in which the deduction was cancelled.

 

Ownership, Financing And Distribution Of Produced Material Policy #15

1. Material produced outside KBOO, but aired on KBOO, no KBOO finances involved, producer owns rights.

 

2. Recorded materials produced at KBOO (from producer's material), producer owns rights, KBOO and producer split any sales 50% each (net).

a. If sales are through KBOO, KBOO does bookkeeping, pays producer.

b. If sales are through producer, producer does bookkeeping, pays KBOO.

c. If recorded materials are distributed outside of KBOO by producer, KBOO gets a spoken credit on recording, and mention in print publicity.

d. KBOO gets copies of recorded materials and unlimited future airplay rights.

e. If producer leaves KBOO, it is their responsibility to notify KBOO of further sales and make payments. If KBOO continues to make sales, producer is responsible for notifying KBOO of future address for payments.

f. Time limit on sales is two years. Any sales past then must be renegotiated.

 

3. Specific projects:

a. KBOO has the right to assign project to a volunteer before negotiation with an outside producer. Anyone working on assignment is considered to be a volunteer, KBOO owns rights to material.

b. If a person creates a new program using existing material (either their own or KBOO-owned material) they are the producer of that program and own rights, KBOO and producer split any sales 50% each (net).

c. Producer is responsible for ascertaining the existing rights to any other materials used.

d. If KBOO has other material in its archives (but not KBOO-owned material), and producer obtains permission to use this material, KBOO will provide copies to producer and charge duplication costs.

e. The station manager, with input from news director or program director, will decide what constitutes "creation" of a new program.

 

Material produced with KBOO as fiscal sponsor or handles project finances:

 

  1. KBOO initiates project:

1. KBOO Hires producer(s)

2. KBOO administers grant.

3. KBOO distributes recordings.

4. Sells recordings (if applicable).

5. KBOO owns rights.

6. KBOO gets 10% of grant/funding for indirect costs (operating and maintaining equipment and studios, depreciation, administration, office space, supplies, etc).

7. KBOO may charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee. However, this fee may be waived and considered and “in kind” contribution by the station, particularly for material that will be aired on KBOO.

8. Producer is an independent contractor when possible; may have other duties as specified in contract (training, pledge drives, phones, etc.); salary included in budget.

 

b. Producer initiates project:

Station Manager must approve grant application.

KBOO Board must approve fiscal sponsorship.

Producer distributes recordings.

Producer sells recordings (if applicable).

Producer owns rights.

KBOO gets 10% of grant/funding for indirect costs.

KBOO may charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee. However, this fee may be waived and considered and “in kind” contribution by the station, particularly for material that will be aired on KBOO.

Producer is an independent contractor when possible; may have other duties as specified in contract; salary included in budget.

KBOO gets copies of recordings an unlimited future airplay rights.

KBOO gets a spoken credit on recording, and mention in print publicity.

 

Studio rental fees when KBOO is not a fiscal sponsor of project:

  1. Individuals or companies may, from time to time, wish to rent KBOO studios.

  2. KBOO will charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee.

  3. Scheduling priority is given to KBOO productions.

  4. Considerations for hourly studio rates:

    1. The KBOO studios need to be available for KBOO production. Studio rental rates should generally be priced to encourage in-house uses over third-party or commercial production.

    2. This fee may be waived, particularly for material that will be aired on KBOO or for specific projects by active volunteers and do not interfere with other station operations. Such projects must be approved by Program Director, Volunteer Coordinator and Station Manager.

 

 

Policy History:

  • Adopted by Board of Directors 12/20/89

  • Amended 12/28/09 by Board of Directors to:

  1. Increase administrative fee for grants. This was previously at 5% which didn’t adequately compensate for staff time.

  2. Allow Station Manager in consultation with Finance Committee to set studio rates. Studio rates were previously set in the policy. This allows flexibility in setting rates and also offers more meaningful valuations when rates are included as “in kind” services in grant applications.

  3. Update media language. Policy previously referred to “tapes.”

  4. Update fiscal sponsorship language.

 

Written statement by Yvette Maranowski stating what she believed she had said in public testimony during the October 2009 board meeting:

Yvette stated she was more worried about entrenched abuses of power than public attacks. 

 

She also stated that 10 minutes for public comments is only a guideline.  This guideline doesn't work when a controversial and/or complex subject is being discussed, and/or when many people need to speak.  And the secret meetings create an increased need for the vox populi to be heard and recorded.

 

Yvette said that by limiting public commentary to a 10-minute Free Speech Zone, the board kills its central obligation to represent the views of the membership/public, and thereby creates a conflict of interest.

 

Yvette also said that if we use the consensus decision making model, we need checks and balances.  Specifically, we can't banish dissenters in order to make consensus more convenient to only one class of people.  We can't have closed meetings either, where strategies can be built to quash dissent.  Banishment of dissent and closed meetings are in direct conflict with, and cancel the intention of the progressive consensus model....

 

 

Meeting of the KBOO Board Of Directors, 2009/11/16

Meeting of the KBOO Board of Directors November 16, 2009

Check-in

Board: Becky Chiao, Erin Brand, Marty Soehrman, Nia Lewis , Joe Azeveda, Genevieve Matthews, Mark Allyn, Louis Sowa, Judy Fiestal, Maire Cullen, Ivonne Rivero

Staff /Public: Arthur Davis, Keller Henry, Ani Haines, Tom Hood, John Mackey, Yvette, Alicia Olson, Paula Small, Chris Andre

Becky advised the board and public that the meeting is being recorded. It is hoped that an mp3 file will be put on the website of the board meetings.

Public Comments

Yvette commented that minutes from last meeting are “wrong”. She said that her statements were not accurately representative of the comments she made but did not offer specific corrections at this time.

 

Review of October Meeting Minutes

Maire wanted to have it noted that the minutes did not reflect Chris' rude comment to Michael.. She also objected to the way the minutes were written. Maire also said that she did not vote for Nia's appointment and the minutes reflect a unanimous vote. Other board members remember her voting for the appointment.

There was board consensus to table approving minutes until next meeting which would allow Maire to refer to her recording of the meeting.

Arthur recommended changing FCC regulation to federal regulation.

 

AFP Proposal-- Budget amendment to use French news wire service

Arthur: AFP has given us a month free but a contract needs to be signed. Kathleen and Jenka recommend newswire and internet component of the service plus local news service with the Portland Tribune. AFP has one year commitment. Arthur and programming staff recommends trying it for a year.

Marty was concerned about the lack of local coverage with AFP. Arthur indicated that was why we will work with the Portland Tribune for local stories. Our goal is for KBOO to generate much of these local stories as possible.

Nia requested more info on why the satellite component was not recommended. Arthur noted that it was dropped for budgetary reasons.

Maire expressed concern about taking local news from the Portland Tribune.

Programming staff recommends to sign up for one year with AFP and receive newswire and website support. Local news will be gotten from Portland Tribune. Cost of this option is $9600.

Board reached consensus to approve this plan.

Board Member Orientation--Policies and Procedures lead by Becky

Becky gave an overview of the bylaws and policies and what are our roles as board members. There was some discussion on whether to use consensus voting rather than Robert's rules. Genevieve commented that she prefers consensus because she believes it draws out more discussion. There was discussion on the timeliness of receiving materials in preparation for the meetings. Judy pointed out that ideally materials should be received a week ahead of time but this is not always possible. She also encouraged board members to read and respond to requests for comment to help improve meeting efficiency.

Marty suggested adding version numbers and/or dates emails that have multiple responses or versions.

There was discussion on best way to approach board member orientation and training. Ivonne recommends taking steps to further educate the board. She would be open to paid trainings

Judy does not know what it's worth, suggested using board meeting time to go over policies every month. Nia expressed concerns over budgetary limitations on paying for training. Maire suggested reading policies that relate to issues that are to be voted on at each meeting. Arthur observed that informal training have been perhaps more helpful than paid trainings.

Consensus was reached to incorporate board member education into meetings.

Louis suggests that all board members read the bylaws before the next meeting. The board agreed by consensus.

Year End Financial Report- Paula Small presented

Good news: expenses on budget for the year; $62,000 bequest put station over income budget; $450,000 available cash in bank

Bad news: $55,000 deficit this year; events were $14,000 short; membership income is trending down, legal fees $18,000 (Erin wanted to have it noted that this figure does not include staff and board hours spent dealing with the lawsuit)

Bottom line: deficits have increased but $450,000 is still available in cash. KBOO needs to increase income and/or decrease costs.

Scheduling--Social Activity with Staff in December

Board agrees on Dec 16 for board/staff activity. Back up dates are Dec. 9 th or 10th. Ani and Joe will coordinate and determine the nature of the event.

 

Vacant Seat Appointment-- tabled until next board meeting.

Review of Fall Membership Drive- there was a 22% shortfall of the goal for the fall pledge drive. Andrew is hoping that after the pledge drive letter will bring in more money. There is an increase of new members. Our average pledge drive has stayed stable. Arbitron reports 52,000 listeners. We should know more about the final stats on the drive next month.

Harassment Discrimination Policy

Policy #1 was drawn up to add general non-discrimination to the previously written sexual harassment policy. This was reviewed by the Personnel/Governance committee as well as an attorney who approved the language. This is specifically addressing HR issues at KBOO. Our conflict resolution policy #5 addresses conflicts among volunteers.

Policy #1 was approved with consensus by the board.

 

Board Liaison Role Policy

There was a discussion regarding the role of the liaison and rights of a board member in a committee. There were several amendments suggested and the personnel/governance committee needs to review and re-submit the policy.

 

Mark and Joe left the board meeting at 8:45.

Fiscal Sponsorship Motion

KBOO agrees to act as the fiscal sponsor for InterArts, Inc., for the purpose of receiving and disbursing grants and contributions for the 2010 No.Fest in Portland, OR. This will be the final year that KBOO will act as fiscal sponsor for InterArts and No.Fest.

This policy was approved with consensus by the board.

EAS Equipment--Request for equipment purchase to run our own Emergency Broadcast system announcements.

Board reached consensus to approve the purchase of the EAS equipment.

Programmer Letter- Programming staff will send a letter to programmers to stay on topic for their show. Programming staff should decide on-air decisions and this is not a discussion for the board. Maire was not in agreement with this position. She may make a suggested motion concerning this issue at a future board meeting.

Commitments

Maire will check recording to determine how she voted on Nia's appointment to the board.

Board members will read bylaws.

Mark will bring board liaison policy to governance/personnel committee to make changes.

Nia will look for food sign up list to see who is bringing food to the next meeting.

 

Future Agenda Items for December Meeting

Deficit trend report from Debbie

Dalle's frequency opening

Bylaws review by board members

Board liaison policy

 

Meeting adjourned at 9pm.

 

Closed Session

Letter from Station Manager

Board appointment

 

Policy #1 NON-DISCRIMINATION AND SEXUAL HARASSMENT POLICY

POLICY STATEMENT

 

KBOO wants to maintain a working environment free from all forms of discrimination and harassment, whether based upon race, color, religion, ancestry, sexual orientation, national origin, age, marital status, veteran status, physical and mental disabilities, on-the-job injuries, gender or sex. Such conduct is unacceptable at KBOO, whether it originates from managers, staff, coworkers, volunteers, members, or vendors.

 

While KBOO strives to maintain an informal environment, comments about social categories such as race, gender, religion, sexual orientation, national origin or disability status that may be intended as jokes or casual observations can cause some people to feel unwelcome and may create a hostile environment. All KBOO community members must strive to be sensitive to the reactions of others and responsible for informing someone if their language or behavior is offensive.

 

This policy specifically expands upon sexual harassment because people interact on many levels at the radio station, including engaging in consensual personal relationships and boundaries need to be established. Sexual harassment includes two different types of behavior 1) those that are always unacceptable: verbal abuse of a sexual nature, graphic verbal comments about a person's body, sexually degrading words used to describe an individual, the display in the workplace of sexually suggestive objects or pictures or any threat or insinuation, either explicitly or implicitly, that a person's refusal to submit to sexual advances will adversely affect that person's employment, evaluation, wages, advancement, duties, shifts, or any other condition of employment or career development, whether as staff or volunteer and 2) behaviors such as sexual flirtations, physical touching, sexual advances and propositions that can create a hostile environment if they are unwanted. Communication is key to understanding whether behavior is welcome or unwelcome.

 

PROCEDURE FOR POLICY VIOLATIONS

 

Violations of this policy should be immediately reported to the Volunteer Coordinator, Station Manager, or the Executive Committee of the Board of Directors. See Policy 5: Conflict Resolution and KBOO House Rules for details on process. Any paid employee with knowledge of discrimination or harassment has an obligation to make such a report. Supervisors and managers are responsible for making other employees and volunteers aware of this policy and for promptly investigating all complaints and taking appropriate actions if a violation of this policy is found to have occurred. No employee or volunteer will be retaliated against for bringing a question, complaint, or grievance to the management’s attention.

Meeting of the KBOO Board of Directors, 2009/10/26

Meeting of the Board of Directors October 26, 2009

Present:
Judy Fiestal

Becky Chiao

Joe Azevedo

Erin Brand

Mark Allyn

Nia Lewis –note taker

Genevieve Mathews

Ivonne Rivero

Marty Soehrman

Louis Sowa

Maire Cullen

Michael Papadopoulos

Arthur Davis

Ani Haines

Chris Merrick

Paula Small

Keller Henry

Alicia Olsen

John Mackey

Glen Owen

Yvette Maranows

Skye

Lyn Moelich

Conch

Rabia Yeaman

 

Check in: We checked in.


Public Comment
: Yvette worried about public attacks and allotting enough time allowed for public comment at the board meetings so that all people had time to voice their opinions.


Review commitments: Commitments were mostly dealing with the election. In addition, Becky, Erin, and Judy met with Arthur to discuss the letter of reprimand.


Election results:  Becky
    KBOO has been advised by its FCC legal counsel that Federal statutes and regulations prohibit non-US citizens from constituting more than 20% of the Board. The KBOO Board has 2 non-US citizen directors whose terms did not expire as of September 30, 2009. This is the limit of non-US citizen directors allowed under federal law and FCC regulations. Mr. Papadopoulos is not a US citizen. His election to the Board in September 2009 puts KBOO in violation of FCC regulations. Under the present board membership, KBOO has been advised that, if Mr. Papadopoulos, or if any other additional non-US citizen, serves as a director, KBOO will lose its FCC license for broadcasting.
Resolution: Although the Board does not feel that Mr. Papadopolous has qualified to be seated as a board member, as a precautionary measure the following resolution is being proposed. The Board of Directors hereby removes Michael Papadopolous as a Board director due to federal law and FCC regulations. By this removal, this Board seat is now open.

Discussion:

Mark inquired as to Michael’s current status in regards to becoming a US citizen.

Michael wants the board to question who and how the FCC mandates 2 as opposed to 3 seats held by foreign citizens. How then does the board decide which fnon-US citizen board members gets to fairly have a seat on the board? He hopes that Genevieve Mathews will resign so he can be seated because she has missed 3 board meetings in a row, and the board can elect to dismiss her. The bylaw recommendation did not state anything about citizen status. Out of the 3 definite non-citizens, the board should choose which to be seated.

Arthur discussed that federal law, not just FCC regulations that need to be taken into consideration. The removal of a seat would require 2/3 votes, and FCC requires expeditious recovery of situations when more than the allotted number of non-US citizens have been seated.

Maire addressed FCC exemption, and Judy drew her attention to an example of such a ruling where a nonprofit was denied exemption from this ruling.

Erin pointed out that it would be irresponsible for the board to violate FCC law for the station to run. Genevieve and Yvonne are also concerned that the station is not compromised.

Maire realizes there’s hostility based on misconceptions. She’s concerned where Genevieve was when she missed 3 meetings, and knows Michael’s here to serve.

Yvette can understand why Michael wants to speak because the board is skipping steps . The problem hasn’t been defined. The problem is the FCC rule, not who is seated.

Nia commented about election clarification so that future elections aren’t as confusing.

Judy commented that if Michael was seated as a board member, he would be doing it under compromised circumstances since he is currently banned from the building.

Keller has an issue with unseating someone who is currently seated when there are issues surrounding Michael’s overall circumstances regarding the lawsuit.

Paula said the complete cause clarifies that it’s not about capital stock and ownership alone; it’s also about the “power” on the board. It would also not serve the members to unseat people who have clearly shown dedication of the board.

Chris also stated we have been advised by two attorneys regarding this issue. He also finds it appalling that Michael has bullied Genevieve into resigning.

Glen stated that it looks to him that the board is bullying Michael.

Michael’s concerned as to how under KBOO’s bylaws and statutes, who among the three should go.

Nia Lewis was fifth in votes for the election, and has also demonstrated a commitment to board activities. The nominating committee has recommended that the Board appoint Nia to fill the fourth open seat.

Motion passed with greater than 2/3 vote by the board, with 9 board members voting in support of the resolution. Maire Cullen voted against the resolution.

 

Nia Lewis was fifth in votes for the election, and has also demonstrated a commitment to board activities. The nominating committee has recommended that the Board appoint Nia to fill the fourth open seat.
Resolution: The Board of Directors appoints Nia Lewis to fill the fourth vacant seat from the September election.

The resolution passed with a unanimous vote.

Maire asks that we include a note in these minutes that her recollection was that she did not vote for Nia to sit as a board member. Maire thought as well that Michael voted against this.(Note that Michael was removed from the board- see above- before the vote on Nia was taken.)


Resolution: The Board of Directors request the Personnel/Governance committee to look at the bylaw addressing qualifications for candidates to run for the board, and make recommendations in that regard to the Board of Directors by January 2010.

Discussion: Yvonne stated that we definitely should not go against FCC rule.

Genevieve stated that the FCC rule is the maximum – you don’t have to have any non-US citizens on the board.

Judy stated that it’s a good reflection of KBOO that so many non-US citizens want to serve the station. Committee work is also a way for people to get involved.

Consensus was reached in passing the resolution.


Auxiliary Budget approval- Paula reviewed the finance committee’s proposed budget. Comments were given by Ani, Becky, and Arthur.
Resolution: Board approves the Auxiliary budget as recommended by the Finance Committee and Staff.

Resolution passed with consensus. Maire abstained to get more familiar with the budget.

 

Judy asked about the budget item dealing with bumper stickers. Arthur said that it would add another $2400 to the operating budget.

Resolution: The Board approves $2,400 for the FY10 Budget, Promotional Expense line item, to print KBOO bumper stickers.

Resolution passed with consensus. Maire abstained.


Resolution regarding going forward with staffing/management analysis

Resolution: The KBOO Board of Directors would like to make clear our progress on the process of budgeting and KBOO's strategic direction.  We have completed our budget for fiscal year 2010.  At this point, we have no further changes in staffing levels or staff compensation. When we begin a new process to evaluate these items, we will inform staff and committees.  As we move through the fiscal year, we will begin the new evaluation of all budgetary issues.  This will be based on the mid-year budget report, new feedback from the Jim Ayala management and staffing analysis, and any strategic planning work that we accomplish in this time.

Discussion: Paula stated that, on behalf of the finance committee, they would have liked to have seen results of the staffing analysis sooner than later. Also she inquired as to when KBOO volunteers learn about the staff evaluations that were recently done.

Arthur stated that staff evaluations were confidential.

Keller questioned as to clarification regarding the Jim Ayala staff survey. There seem to be a lot of things started and not finished.

Judy attested that getting closure on issues is the ultimate goal.

Rabia stated that it seems inefficient for the staff to be holding up the staffing analysis process.

Arthur stated one thing about KBOO is that everything takes time, with a lot of process. He also said the board goals are posted for the public to view.

Yvette said a way for KBOO to be more functional is to have a specific way for the public to contact the board on the website. Judy said that you can write to the President with suggestions regarding the board.

Consensus was reached to pass the resolution.


Officers – Judy facilitated. (Ani read the requirements of each position.)

President – Becky

VP – Louis

Secretary – Judy

Treasurer – Erin

Board Member at Large – Nia

Judy agreed to do Secretary as an interim position. Goal would be to recruit a new board member to fill Jamilah's vacant seat with good organizational skills and who would be willing to serve as secretary.


Committee assignments – Judy facilitated. (Ani read policy 6, D3 regarding makeup of the Programming committee.)

Finance – Erin

Development – Nia, Ivonne

Engineer – Louis, Marty

Program – Joe, Genevieve

Personnel/governance – Mark, Judy

Nominating – Judy, Maire, Nia, Marty, Erin

Conflict Resolution – Maire

Executive – Becky, Erin, Nia

Web liaison – Marty

Committee assignments passed with consensus.


Frequency application opportunity – Deadline for application has been extended until February. Discussion was tabled for next board meeting.


Consent Agenda-
Resolution: The Board of Directors approves the consent agenda.
The Personnel/Governance Committee asks that the board make the following correction of a typo in the bylaws. Bylaws Article II Section 2(a) third line it says nominations tot he membership, but it should say nominations to the membership. Under Aritcle XIII of the bylaws this type of change can be made with the approval of the Board.
Resolution: The Board of Directors approves the correction of typographical error in Bylaws Article II Section 2(a) to read: nominations to the membership.
September Minutes
Resolution: The Board of Directors approves the minutes from the September board meeting as amended.

The consent agenda passed with consensus.


Review commitments:

Joe will make cart to announce meeting change date and the vacant seat on the board.

Becky – email Joe about carts


Announcements:

11/12 12-2 Facilitator training

Project censored 2010

11/23 tentative Amy Goodman event

Ani thanked the new board with an encouraging closing public statement.

Public meeting closed at 9:30.


Closed session-
lawsuit related
personnel issue
Pendleton update

Next month:
Year End budget review
Pledge drive report
board liaison
appointment to vacant seat left by Jamilah

Erin will bring food ;~)

 

Meeting of the KBOO Board of Directors, 2009/09/21

MEETING OF THE KBOO BOARD OF DIRECTORS—as amended
Monday September 21, 2009

Board Members Present:
Judy Fiestal—President
Becky Chiao
Louis Sowa
Erin Brand
Mark Allyn
Marty Soehrman
Joe Azevedo
Ivonne Rivero
Paula Small
Nia Lewis - note taker

Absent
Genevieve Mathews
jamilah bourdon



Staff and Public Attendees:

Debbie Rabidue
Sun Lee
John Mackey
Ani Haines
Chris Merrick
Lyn Moelich
Cherie Black Feather
Grace Hague
Tom Hood
Andrew Geller


Louis brought food. Thank you Louis! ;~)

Meeting Called to Order at 6:08 --we started with introductions and check-in

We did a check-in.  This will be the last board meeting with this current board.

The staff and volunteers introduced themselves. Ani reminded us all to sign up for our Membership Drive shifts… which start in ten days!

Public Comments—Judy has been attacked by volunteers who have made false accusations against her. She feels it's important that people at the station should raise the standard to treat each other well and not spread rumors. KBOO has had quite a number of board members who have resigned this year. It is important that the station gives support to board members so they can do the best for the station.

26 Retirement Policy proposal –

The proposal includes a change in wording from the Finance Committee, presented by Paula. The proposal passed with unanimous support.

Development update –

Book and record sale – the sale netted about the same amount of money as in the past. Donations were down, but it is a common trend across the community due to Craigslist, the economy, etc. Becky had an idea to get on the list at Catlin Gable, and other places, to get their donated books and records. Ani said overall there was about half the hassle and half the money, but Sun did a great job. Expenses were down about 4/5ths.

Capital Campaign – Jim, the fundraising consultant, thinks if Sun can get 4-5 people into the $2000 donor range, his position will be a success, and Sun has similar goals overall.

David Barsamian Event – is available for KBOO invitees. This is KBOO’s first house party with a goal of $2,000. It takes place on 10/1. The event will include a Q & A session between the guests and David.

Raffle – request to Azumano Travel for a week’s vacation for two to a tropical destination. KBOO has not worked with Azumano previously.

Youth Collective – Possible approach to parents, writing grants, maybe an on-line video to fundraise for the position.

Car Donations – Sun has received more car donations than previous staff.

Server Proposal – John Mackey met with the Engineering committee, and agreed on going with the suggestion from Jeff Lovell, and they recommend the board approve the proposal. The server will cost around $11,600. All the hardware will reside in KBOO’s building. We will also be purchasing a Warranty, so it will be good for at least three years. John thinks it should be operational within a couple of months. The proposal passed with unanimous board approval.

Air-room upgrades – Joe was curious as to when and how that is going to be executed. He volunteered to be a liaison on that project.

Budget review – Debbie gave a report on the budget. She was curious as to the board’s stance on the new Development budget. Sun will be taking a training course and will be more active in soliciting donations. Most of the $10,000 promotional advertising is for a campaign – but it’s an insufficient amount to effectively advertise, so if they don’t have enough money, they just don’t use it. Also, Justin has an approximate $5,000 range for trades with The Skanner, (which is not in the budget). There will be ongoing endeavors throughout the fiscal year that the finance committee and staff will be working on to reduce expenses and increase revenue. All line items for expenses and income were reviewed and discussed.

The Operating budget will have a $7700 deficit and passed with unanimous board approval. (Add as attachment.)
The board acknowledged the Auxiliary budget.

Finance Committee recommendations to the board for fiscal year 2010:
Look at staff wage structure, and adapt to a livable wage.
Debbie suggested both Finance Committee and the board look at revenue potential, so that staff wages can be supported.
Payment of FY09 staff bonus at a percentage equal to the deficit percentage, which was under the budgeted deficit. Amount recommended: $10,000.
Approval of FY10 Operating Budget.
Consideration of a strategic planning consultant, in conjunction with Auxiliary Budget review, (pending amount on aux. budget of $20K), for marketing and promotions.

The board unanimously passed the proposal to issue the staff bonus totaling $10,000 for FY09, based on months worked. Andrew inquired about whether or not Toni would get a bonus. The board discussed both Toni and Mel getting a bonus, as they were employed this year. In the past, ex-employees (those not employed with KBOO at the time of consideration), have not been given a bonus. Debbie suggested selecting a bulk amount of money to go to the finance committee to allocate for staff bonuses.

Becky proposed that we amend the bonus amount to $11,000 total be distributed for staff bonuses to include Toni and Mel at prorated amounts for the months they worked. And the disbursement of funds will be made by the Finance Coordinator, and the appropriate amounts at her discretion, based on previous bonus pay-outs. The board unanimously passed this proposal.

Board Liaison Role – Discussion tabled to the next meeting, because Mark had to leave.

Follow-up with Toni’s layoff – Executive committee has met twice since the last board meeting. The letter regarding Toni’s dismissal has been posted in the hallway, and on the website.

The Personnel committee met, and in response to Toni’s termination, recommends to the board:
That they request that Arthur Davis make a plan of correction within two months of his return (October 1st), that includes:
Identifying factors which contributed to the situation
Making proposals for change to alleviate any specific or systemic barriers to success;
That the board review these proposals within three months of Arthur Davis’ return, and again at six and twelve months to track progress, and
Affirm the understanding that any policy or job description changes shall not be effectuated without prior review by staff and all relevant committees.

The board never discussed how the Outreach position would be eliminated. The board had not acted on anything. Joe clarified how events went down at the board’s finance retreat. Marty stated that it was like a trigger set in motion, and the board needs to be aware of what actions are being supported and the events that will likely result from those decisions. and the board needs to know what events they are actually putting into place. (not sure what this means.)

Judy presented the note to send to Toni which the board agreed was appropriate.

Discussion Comments: Ani inquired about what other staffing reconfigurations the board was discussing, because there are staff members nervous about their jobs being on the line. Arthur acted without board approval. Judy stated that these reconfigurations were not brought up by board, or Arthur alone, but also by other staff members. Paula stated that this is a slippery slope, and there are so many unknowns, that it wouldn’t be fair to discuss it now. Both Judy and Paula suggested tabling this discussion until Arthur gets back. Ani wants commitment that the discussion will in fact take place! Chris stated that Arthur probably acted thinking he had board approval to lay off Toni. However, his action preceded any official action from the board. Joe suggested adding in a recommendation from the personnel committee to get a statement down to comfort the staff. Erin stated that a frank and transparent discussion about staffing configurations is necessary. Ani wasn’t expecting an answer tonight, but would like one by next month. Grace stated that the board (Exec. Committee especially), needs to supervise Arthur better. John stated that Becky had reminded Arthur to go to the personnel committee before Toni’s layoff, and he blatantly disregarded process. Louis stated that the retreat was not a board meeting, thus decisions could not be made at that time.


Election and Membership meeting update-

State of the station address will be given by Judy.

Ani will facilitate the meeting, and membership Q&A.

Chris suggested that members do not give statements at the meeting, so that it can be a social and enjoyable event, as opposed to a lobbying event. Becky mentioned that candidates have already been informed that they will have an opportunity to speak. She also stated that as candidates, they should get the opportunity to speak. Candidates will be allowed to speak for a maximum of two minutes only!

Judy inquired about what to say in her address. Becky suggested that she focus on the budget and membership – which Erin seconded as our fiduciary responsibility.

The nominating committee will take charge in putting together the transition for the new board members, after the election.

Erin will be at the venue all afternoon, Becky will help with setting up.

The election blog was posted, there are improvements that can be made for next year.

On-air discussion of lawsuit –a Programmer’s breach of etiquette.

Chris would like to propose the following possible resolution: The board directs the programming staff to suspend any programmer who talks about the lawsuit on air without express permission from the programming staff. The suspension of the programmer will continue until the lawsuit is resolved and our attorney gives permission for such discussion to take place.

Paula stated that it’s newsworthy, but Chris said it was on a music show at midnight. Becky said there’s a difference between discussing the lawsuit and discussing the election. Lynn stated that in this case, the programmer specifically stated that they were on air to discuss the lawsuit. Joe inquired as to whether or not the programmers had been instructed not to discuss the lawsuit. Ani said she disagrees with gag orders, on principle, at community radio stations.

There was nothing found in the board packet about suspending programmers for discussing such sensitive information. Becky suggests implementing a policy that limits discussion on certain categories based on programming permission. Erin suggested Chris monitor the program checks, especially right before the election. Becky stated that the Board should be the only ones with the confidential information pertaining to the lawsuit. Erin proposed the acting station manager/program director, does an air check to investigate policy breach, to determine if there were potential disparaging on-air content to KBOO.

The board supports Chris in following the existing policy procedure, not in a blanket gag order. Chris will follow-up with the air-check.

Manager Report – Chris
Hood River translator approved by FCC
Dalles translator approved by FCC to move to a new location
Pendleton license is waiting FCC approval for FM license by October
Health Insurance- Exec. Cmte. Approved new Kaiser health plan
Staff switched from Gaurdian to Lincoln Dental
Board Ownership Report – FCC Form 323 for new board members, due 9/30/09
EEO Report- FCC requires we track the process of notification for jobs

July and August board meeting minutes were unanimously approved.

Commitments reviewed from previous board meeting.

Public Meeting adjourned at 10:17 pm.

We entered into a closed session at 10:30 pm. 
The topic discussed was a lawsuit update and the content of a letter of reprimand for Arthur.

Meeting adjourned at 11:35 pm.


 

Meeting of the KBOO Board of Directors, 2009/09/15- Executive Committee

Executive Meeting, Sep 15th, 2009

Judy Fiestal
Erin Brand
Chris Merrick
Debbie Rabidue
Paula Small, via phone

Agenda

Health Care
File Server
Follow-up on last Exec. Meeting

meeting started 11:11am.

Health Care

Debbie prepared breakdown of health care options and staff consensus on which plan they’d prefer
Staff wants to keep insurance intact, don't want to give up more benefits, wages, etc.
Increase co-pay from $10 to $15 for prescription coverage
Majority wanted to add $250 vision rider
The option most staff were in favor of is a 9% increase instead of 12%, that would have happened if they just continued the same coverage as last year.
Looked at changing dental providers, lower cost to KBOO and a better benefit to employee to change from Guardian Dental to Lincoln

Erin asks about future increases in rates. Insurance broker says to anticipate 15% increase for next fiscal year, plan is open for change in coverage at that time.

Debbie discussed effect on proposed 2010 budget- with decrease in newswire service fee, KBPS rental contract, health/dental benefits, possible 1.5% wage decrease, no contributions to retirement (keep it open for personal contribution).

Paula - Does staff still support decrease in benefits and wages if it does not balance a budget? Chris would ask staff at staff meeting and report back to finance committee.

Debbie-Finance Committee will look at different budget scenarios at meeting tonight, there has been a lot of new information and figures in the last two weeks.

Executive Committee votes to approve Debbie calling insurance broker to sign contract for Kaiser option D-2 (‘D-2’ refers to Kaiser SB10 ($10 copay) and alternative care (current plan), with the $15 prescription copay and vision rider). Also approved to change to Lincoln Dental plan.


File Server


Chris hands out engineering estimate and answers questions.

Estimated Cost, $11,618 (Engineering Committee came up with estimate using one of four quotes), higher cost than anticipated. Paul Monday is volunteer consultant, trying to get discount from manufacturers.

Estimated life span of 3 years due to technology changes as well as being heavily used by volunteers and staff.

Would take 6 to 8 weeks to install, do it after the pledge drive, work to be completed in November.

Brian Stevens got net drive up and working for the mean time.

Paula thinks the quote is fair for how important this hardware is to volunteers and the station.

Board officers discuss taking this estimate to Board meeting on the 21st . Chris can present or answer questions if John Mackey is not available.

Follow-up on last Exec. Meeting


Letter regarding Toni's lay-off was posted on web and blog, instead of placed in volunteer boxes, per Ani's advice.

Ask Marc if he can make letter more visible on website. Judy will contact Marc.


Meeting concluded approx. 11:45am.

 

Meeting of the KBOO Board of Directors, 2009/08/26- Executive Committee

MEETING OF THE EXECUTIVE COMMITTEE, KBOO BOARD OF DIRECTORS—Wednesday August 26, 2009 
Board Members Present: Judy Fiestal- Board President, Erin Brand- Board Member at Large, Paula Small- Board Treasurer, Nia Lewis – note taker and Board Secretary
Staff and other Attendees: Ani Haines, Grace Hague, Lyn Moelich
Meeting Called to Order at 7:05 --we started with creating an Agenda and check-in
Agenda:
1-      Communication regarding Toni’s dismissal
2-      Considering a letter of Reprimand for station manager
All things considered, people are doing fairly well.
People were handed copies of a Draft Proposal for Communication to Membership, to read over and discuss.
    Toni’s still a part of KBOO Community as a volunteer
    Agreement on making it as transparent as possible
    Move board resolutions to a separate page
Ani’s comments: Lingering questions in second paragraph, which leads to more questions than answers. It’s not a loss of the job, but the action and abruptness that was taken. Likes the changes to the letter. Wants to see more filling in of the details. (Personally looking for a thorough self-analysis, and a commitment to filling those holes, from the board and station manager. And a forthcoming statement/disclosure as to where the process went wrong. That would help with the healing process, so that certainty of this not happening in the future would be there.)
Check wording of third paragraph, last sentence – station manager and clear path not necessarily following process. Staffing discussion should involve the staff, and it didn’t this time.
Grace’s comments: Limit passive voice. Have actual apology at the beginning. It needs to be more crisp overall. Third paragraph – we have a collegial environment, but not at the expense of accountability.
Great start and great letter, but doesn’t address Arthur’s behavior – she would write a different letter that wouldn’t seem like it’s just covering something up. Appreciates Board stance, and is considering getting some volunteers together to draft a letter regarding action surrounding the station manager.
Board’s comments: We want to follow process and communicate to community. The board supports Arthur being station manager. Talk to Marc about having a station forum. Staff can post the volunteers’ statement. There was a discussion about the respectful way the board could address Toni. Ani responded that a letter from the board replying to Toni’s letter would probably be the most respectful response.
Send final letter out to the boxes, and to Ani so she can inform volunteers.
2. Considering Letter of Reprimand
Grace’s comments: Mixed feelings as to its effectiveness. Would like to see something more – like a training (unlikely). Clear that KBOO is an open and collegial environment, but still maintains accountability.
 Ani’s comments: The wording of the letter is significant. Re-read the policies and see where Arthur went off course. Also, practice self-accountability and look at the Board’s role. Collegiality and cooperation don’t mean you can’t hold people accountable. It’s a part of her reality as Volunteer Coordinator – it’s a part of it all.
Meeting closed to the public at 7:39. Meeting re-opened at 8:07pm
Commitments:
    Erin will re-type proposal for communication to membership to be done by Friday to be put in people’s boxes.
    Letter in response to Toni’s letter – Erin will give Toni her official Board response at her exit interview (with Becky, Erin, and Yvonne). Erin already sent Toni the template of the exit interview to fill out, so the in-person exit interview will be more of a discussion.
    Executive Committee will do a re-write and wait until Friday morning for feedback from the Board. It will be sent to board and staff, posted on the board, (and on the web under governance – by Judy).
    Based on responses from an interview with station manager, and Toni’s exit interview, the Executive Committee will draft a Letter of Reprimand for Arthur Davis.
If volunteers want to write a letter, they should bring it to the next Board meeting to be printed with the minutes.
Meeting Adjourned at 8:17 pm.
 

Meeting of the KBOO Board of Directors, 2009/08/24

MEETING OF THE KBOO BOARD OF DIRECTORS
Monday August 24, 2009


Board Members Present:
Judy Fiestal—President
Becky Chiao-note taker
Joe Azevedo
Louis Sowa
Erin Brand
Mark Allyn
Marty Soehrman
Nia Lewis
Ivonne Rivero   (late)

Absent
Genevieve Mathews
jamilah bourdon

Staff and Public Attendees:
Arthur Davis
Debbie Rabidue
Paula Small
Keller Henry
Andrew Geller
Bryan Stevens
Bruce Silverman
Tom Hood
Lyn Moelich
Bill Dodge
Ani Haines
Chris Merrick
Chris Andreae
Carla Remey
Conch
Skye

Nia Lewis brought food.

Meeting Called to Order at 6:04 --we started with introductions and check-in

We did a check-in with people saying what they liked best about summer—swimming in lakes, biking, hiking, boating, reading and dancing outside without a lot of clothes on.

The staff and volunteers introduced themselves.

Public Comments—none

Review of Commitments—

Becky will contact Mark Ecklund about the ballots and work with Andrew on the ballots—done but the ballot fails to say that the annual meeting starts at 1 pm.

Joe will make carts about the elections when asked.  Ivonne will help with carts in Spanish—Joe did a couple will do more if asked—done with future follow-up

Since Scott F. was signed up for food next month, Becky will recruit someone to bring food or bring it herself.—Nia brought food

Mark will draft a policy on Board Committee Liaison roles for consideration.—needs to be done

Committee Roles survey-Genevieve should submit results of the finance committee surveys on committee functions.  Erin said that they will be useful when we do strategic planning, but she isn’t sure what she will do with them as collected. – partially done

Judy will contact Scott Pratt about the annual meeting.—partially done

The Nominating Committee will move forward with the rest of the details about the election.—ongoing we have a full slate of candidates

Appointment of Board Member to fill vacancy—Paula Small has been nominated to fill Eric Robinson’s position on the board which is open until the next election.

There was unanimous consent for Paula’s appointment.

Election of Board Treasurer—Genevieve M. has been the Treasurer but she would like to not be the treasurer any more.  Paula Small was nominated for the position of Treasurer, she accepted the nomination and her appointment was unanimously consented to by the Board.

Election of Board Secretary—The current Secretary jamilah has indicated that she doesn’t want to continue as Secretary.  Nia Lewis was nominated as Secretary and she accepted.  Her appointment was unanimously consented to by the Board.

KBOO Staffing—Judy read a statement regarding the dismissal of Toni Tabora-Roberts, the former Outreach Coordinator.  Then Arthur read a statement.  Bruce Silverman read a statement from the staff—(all but Kathleen who is on Sabbatical and Debbie).  Ani read a statement from Toni.

Public Comment—Conch member of Programming Committee not on behalf of the committee spoke about pressure to move forward with program changes and questioned the idea that declining listenership has anything to do with Outreach.  He said that it has more to do with old equipment.  He was concerned about particular outreach projects that are left hanging and wondered if it made sense to pay Toni severance rather than let her keep working.  Judy said she wasn’t saying that the outreach dept. was responsible for declining listenership.

Keller Henry agreed that it seems like programming is more related to decreased listenership more than outreach.  She asked for details about Toni’s job plan.  Arthur said he couldn’t respond to that in the public meeting.  He said that when the Outreach Coordinator position was created six or seven years ago the purpose was to increase listenership.  He agreed that programming was the prime factor and that listenership is often driven by word of mouth.

Grace Hague said she understands the economic issues but she questioned why Arthur took this action in the sneaky way.  She wondered why such a good employee was fired.

Paula Small—as a member of the finance committee and as a listener member not as a new board member.  She took notes from what people were talking—people were not clear about expectations and roles.  She noted that the retreat didn’t have all board members and was not an official meeting.  She said that communication means language.

Ani Haines said that she appreciates the time.  She said that she has been happy with the increased Board Staff positivity that had been around.  But cooperation can be breached by trust—in this situation process was skipped.  She hasn’t mistrusted management in years.  The budget justification feels disingenuous because the net savings will only be about $6500 if the development position is made full-time.  Staff made suggestions about how to cut the budget.  Everyone is overworked, and now they have one less person.

Bruce Silverman speaking for himself—when did the whole board take a vote on eliminating a position?  What personnel matters were discussed in executive session—because things about departmental review should be open?  Bruce said that the staff position was carefully thought out, they tried not to assign motives.  He said this was the first time he had a problem with Arthur and that he’s heard that Arthur gave various versions of things to different people.  He is committed to process.  He says the staff has worked on management budget issues and he would like respect for his

Joe asked if the board voted on this action at the meeting (which he was at).  Judy and Arthur said that no one objected to the idea of funding the Development position full-time which would take eliminating the Outreach position.

Andrew asked if the Outreach Position still exists.  Judy says yes.  The board didn’t take any action at the retreat.

Becky said that although it is self-serving that she agrees with the staff, she was surprised by Arthur’s actions and would have done more to advise him to bring the issue to the Personnel committee and wait for Jim Ayala’s work to be done if she had know he was on the verge of acting.

Lyn said that she wonders what consequences there will be for Arthur, that I’m sorry isn’t enough.  She echoed Grace’s sentiment about why the choice was made for this particular employee to be terminated.

Carla said that she works as an outreach worker and has to justify her position which brings in no money, she worries about how losing the Outreach Coordinator will effect the station.

Ani believes that everyone does have good intentions, but she believes that following process is the best way to protect against bad intentions.  She hears a lot of rumors so without trust in the process it is hard to know what rumors to believe or not.

Bruce said that while we can move forward, we can also move back and rescind the decision.  He called on the Board to vote to rescind Arthur’s decision (there was not a prior board vote on Toni’s position.)

Paula said that from the perspective of the finance committee, they weren’t expecting a layoff so soon.  She recommends that we don’t discuss the position in an open meeting. 

Judy said that the idea of talking about this in closed session contradicts the public desire for more openness.

Ivonne said she was saddened by the conflict between openness and protecting certain confidentialities.  She feels a bit in mourning over lost trust.  She would like to go on in some way that allows us to address people’s feelings.

Marty asked Arthur how much this was about budget and how much it was a personnel matter.  Arthur said that he can’t discuss the personnel matters in the open meeting.  But the budget issues were more than the savings, but were also about increasing revenue.  Arthur said that we need to clarify how these decisions are made.  He apologized again and said that he implemented the decision in the wrong way, because obviously he didn’t lay the proper foundation for the change.

Chris Andreae said that she has noticed that often people’s personal relationships cloud people’s decisions.  She cited lack of transparency and wondered about objective measures for how the Outreach position performed.

Becky said that there still seemed to be some confusion about what happened at the retreat. 

Ani talked about the last time there was a station crisis where the slogan “no decisions about us without us” emerged.  She said that it (the sense of collaboration) feels like a lie because staff was asked to participate in the staffing analysis.  Did Arthur make the decision with Board backing or not?  She would like the board to know the impact of this on staff morale.

Keller said when a corporation does something like this we report it in the newsroom.

Bruce asked Arthur whether he talked to Sun about staffing changes and asked him not to talk to anyone.  Arthur said that he talked to many employees confidentially.

Grace said that she holds Arthur responsible.

Judy acknowledged people’s feelings and said that she thinks we have to enter closed session to continue the discussion.

We took a break to eat.

Entered closed session at 7:55 to discuss KBOO staffing change.

The meeting was reopened the public meeting at 9:49 pm

Board Resolution proposed by Becky—We the KBOO Board of Directors have confidence in the Station Manager Arthur Davis and appreciate all the work he does for KBOO in trying times.  However, in support of the staff and the concerns that they have raised, we have counseled him that KBOO values and expectations were not met in his handling of the recent personnel action.  The Board recognizes its role in promoting communication and openness and is committed to providing better leadership and support to Arthur and the staff in the future, in part by examining and improving the organization’s decision-making processes.

There was unanimous consensus for this resolution.

Erin moves that we suspend the policy that states that the Station Manager conducts exit interviews and that Becky, Erin and possibly Ivonne or Judy invite Toni to meet with us for an exit interview using the template that is used for other staff members.

There was unanimous consensus for this motion.

Ivonne moves to approve the payment of one month’s severance pay to Toni.

There was unanimous consensus for this motion

Becky moves that we postpone the decision to eliminate the outreach position for further discussion at the Development Committee about the role of outreach in the organization.
   
There was unanimous consensus for this motion.

Becky moves that we approve the proposal to make the Interim Development and PR Director position full-time and authorize Arthur Davis to make an appointment to that interim position and refer the temporary job description and work-plan to the Personnel Committee for review.

There was unanimous consensus for this motion.

Meeting Date Change—The next regularly scheduled Board meeting is on Yom Kippur 9/28.  Judy suggested that we move the board meeting to the third Monday, September 21.  This was agreed upon.  Becky emailed Kathy Fors to try to get it changed in the guide.  Joe said he would make a cart advertising the change.

Budget Review and Consideration—Debbie stayed late even though it was her husband’s birthday.  She handed out a packet.  Given the lack of consensus for a board meeting about the budget prior to the next regular meeting, it is suggested that board members who want to discuss the budget further go to the finance committee meeting or write questions via email after reviewing the packet.

Three policies to consider:

Policy 26—Retirement

Paula found a typo in paragraph (c) which says January 2011 instead of 2010 and suggested changing “additional amounts” to “contributions” in paragraph (d).

Arthur wasn’t sure if the date in paragraph (c) should be 2011 or 2010 so Paula is going to take this back to the finance coordinator.

Policy 64—Gift Membership

In order to protect against the possibility of someone buying multiple gift memberships in order to swing an election, this new policy is proposed.

There was unanimous consensus for this policy change.

Policy 19—Underwriting Policy

Arthur explained the reasoning behind the changes in this policy.

Paula found a typo at section VII, KBOO shall now should be KBOO shall not.
On the last page, section VII where it says Business Manager should be Finance Coordinator.  She also pointed out that the ad rates in paragraph III are set by staff, the Underwriting Coordinator wage and commission is set by the Board.  Arthur said that is what is intended.

There was consensus but Paula’s agreement wasn’t strong.

All the effective dates should be changed to today’s date.

Election Update— The membership meeting is scheduled Saturday September 26 from 1-4 pm at Liberty Hall.  The on air forums are scheduled for Monday, September 7 and Tuesday, September 8, both from 7:00 - 8:00 pm.  Erin has to fill out the contract with Liberty Hall and will ask Ani for volunteer help.  The nominating committee will coordinate via email regarding details such as getting the food and making carts.   Someone needs to coordinate with Jenka regarding the forums and see if Rabia is going to record statements.  Erin said we need to send out an email to all of the candidates.  Erin and Becky and Joe will try to finish that by Friday.

No ballots dropped off at the station will be counted.  All ballots must be mailed to Mark Ekland or taken in person to election.  Stray ballots at the station will be kept by the Station Manager.

Mural and Easement for Building Façade—we are applying for a grant for a mural in front and have an artist who has created a plan that looks great but isn’t finalized.  The City regulations changed in July, we applied at the last minute.   If we get approval, maybe there will be a painting party in  October.  To get approval, we have to provide the City with a 5-year easement for the space which requires board approval.

Judy moves that the board approves an easement to the front of the building if the mural is approved by RACC. 

The motion was unanimously approved by consent.

File Server and Network File Storage—our file servers have problems (not working at all?) were patched together.  We are looking at options for putting something in place that works better, but they are more expensive.  Without adequate file storage, work such as producing news stories is difficult.  There are lots of different solutions that Arthur is looking into.  He’ll be gone until October and will be leaving before John comes back.  Chris will be filling in.  Does the Board approve going ahead with a purchase if there is an option that appears to be the best?  Arthur said it is important to make sure that the staff understands what the options are and how they work.  Are there volunteers who understand this stuff?

Judy moves to authorize Chris as interim station manager while Arthur is gone to spend up to $10000 for network file storage.

Nia didn’t feel comfortable approving that amount of money without knowing what the options are.  Ivonne felt that it is important to empower Chris to do this but she’d rather have the executive committee meet and approve it.   There were concerns about whether the executive committee will be available.  However the motion was tabled with leave to bring the issue up at with the Executive Committee.

July Minutes—not approved.  Tabled until next month.

Commitments

Becky, Erin and possibly Ivonne or Judy invite Toni to meet with us for an exit interview using the template that is used for other staff members

Paula is going to take Policy 26 back to the finance coordinator for clarification.

Joe said he would make a cart advertising the change in the Board Meeting date.
Judy will send Joe copy

The Nominating Committee: Becky, Erin and Joe will work on an email to candidates with all details and with staff re forums and on-air statements, carts and food.

Becky will send email re ballots and contact Marc about having an online forum.

Erin will attend the staff meeting tomorrow with board resolutions and motions.

Everyone will review the July (and August) minutes.

Public Meeting adjourned at 11:17 pm.

We entered into a closed session at 11:18. 
The topic discussed was a lawsuit update

Meeting adjourned at 11:54.

Next Meeting September 21, 2009 at 6pm.




 

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

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




 

Meeting of the KBOO Board Of Directors, 2009/06/22

 

MEETING OF THE KBOO BOARD OF DIRECTORS

Monday June 22, 2009

amended 7/24/2009

 
Board Members Present: 
Judy Fiestal--President

Becky Chiao-note taker

Joe Azevedo

Erin Brand

Mark Allyn

Marty Soehrman

Louis Sowa

Genevieve Mathews  (late) 

Absent

Ivonne Rivero--family meeting  but she brought food from La Sirenita

Nia Lewis--training in Eugene

jamilah bourdon--sick 

Staff and Public Attendees:

Arthur Davis

Sun Lee

John Mackey

Jim Ayala

Skye 

Meeting Called to Order at 6:06 --we started with introductions and check-in  

Judy showed us a picture of her granddaughter and son and said what a great time she had at A Touch of Portland organized superbly by Joe Azevedo.  Mark had a close brush with a car on his bike.  Sun said that an attendee asked whether the Touch Event was broadcast live, it wasn't.  Joe said he did get some audio, not the whole thing.  The artists said they'd be willing to sign releases.  The guy who graciously hosted us said he'd do it again.  Joe said he'd do more publicity and is interested in putting together materials for street teams to use. 

Becky said we need a second stream so we can broadcast live remotes without having to cancel shows and complained about her personal life.  Lewis had good news and bad news--the good, he got his amateur radio license the bad, Indian World is cancelled.  Marty said he is still the new guy.  He said if we are talking about a second stream he'll talk to us about HD.  Erin had a good solstice and weekend without working.  Becky made a pitch again for the second stream as a goal.  Arthur said he's been feeling a little out of sorts, but he enjoyed the event yesterday.  He talked about the benefits of a second stream too. 

Genevieve came late because work was crazy. 

Public Comments--none 

Capital Campaign Update--by Sun Lee 

He talked about the overall campaign and the Amplify event at Bay 13.   We have $19,050 in pledges and have $13,950 in already.  He is thinking of a deadline of the end of August for the campaign.  There is grant pending for money to help fundraise.  The goal is $50,000.  Sun identified the main lesson he learned is that he could have invited more people to an event, because the expected rate of people coming to an event like this is 1 in 10 invitees.  We had some questions and comments about the remaining strategy for the campaign.  Board members should email Sun with ideas that we have. 

Review of Commitments--  

  1. Someone, Arthur maybe, has to change Sun and Andrew's positions on the website--done
  2. Becky as chair of nominating committee will call a meeting--done
  3. Committee chairs should forward their results to Erin--mostly done finance is outstanding
  4. People should work on their individual capital campaign fundraising goals--ongoing
  5. Marty needs a mailbox and to be added to the access list.  He already has a board notebook.--he doesn't know yet
 

Staff and Management Analysis Project- Jim Ayala                   

Jim gave us a bit of his background, he is a volunteer with experience as an organizational consultant who analyzes dynamic systems.  He has been working with Arthur, Ani, Chris M. and Judy.  He described the purpose of his analysis which is to look at the organization (figure out who does what) and find what is good and what could be improved.   

Jim passed out a visual map of 6 KBOO Work Groups (still under construction)--Programming, On-Air Operations, Volunteer Engagement, Website, Off-Air Operations, Development Outreach and the main functions of each work group.  Jim will continue working on this, ideally it would be an ongoing process for the station.  He is going to get most of his information from the staff but the Board will be updated and included. 

Joe got a thanks and a round of applause and gave us a short poem as an encore.  Rumi--Who makes these changes?   Which got another round of applause.  Which got us a short coyote story about getting red berries.  And more applause. 

Program Changes--  Jenka Soderberg 

She passed out a report dated June 2008 that describes the changes that have been made so far--Evening Music, Morning Public Affairs schedules have had significant changes.   There are more strips, the overall goal is to have the schedule be more predictable and coherent.    

This Summer there will be changes in Public Affairs Programs.  There will be slots on Talk Radio on Fridays and Wednesdays for people to audition.  Most of the new shows will be in the morning.   

There is an ongoing programming excellence evaluation program. 

In the fall we will be looking at the afternoon music blocks and the Spanish language programming. 

Jenka handed out cards she made to put into cds we make of shows.  There will be amendments made to it. 

Genevieve expressed her appreciation for the work the Program Committee has been doing. 

Finance and Budget Update--Genevieve and Arthur 

Our membership income is on budget for the year as of this month, but the Spring Drive money came in early and then will fall short next month.  Our accounting expenses are lower, due to hiring Debbie.  But we have additional expenses due to the lawsuit.  And overall, expenses are higher than budgeted in some areas--transmitter side, medical coverage, music licensing etc. 

Membership is still trending down. 

The prediction is that we'll have a $50K deficit.  (The budget was for a higher deficit, the difference was made up from a large unexpected bequest that we got.) 

Our overall cash position is still strong. 

Erin noted that the direct mail campaigns are bringing in less than budgeted and that we need to look at the cost of the mailings with respect to the income brought in by them. 

There is some work being done on next year's budget.  The committee is starting with questionnaires about where would people make cuts.  We are entering budget season and will have to make some choices--there should be a discussion at next month's budget. 

Renting out the Dalles Translator--information on the last page of the engineering report.  Our Hood River transmitter has been moved to a better location.   Arthur gave us a history of the getting the translator in the Dalles up.  KBPS had been using our translator, now they aren't but they might be interested in renting it out again.  If they get some things worked out they might take it over for about $3000/year on a month to month basis while they get all the permissions etc. and then have a 5 year lease.  They would like a decision from the board.  Staff got a consensus minus one on renting it out.  It's a 13 watt translator. 

Arthur sketched out the pros and cons.  There this translator has better coverage on the highway and in town.  He said he probably wouldn't bring this to the board if we weren't looking at budget shortfalls.  Keeping it up will cost $250 of rent.  John pointed out that a prior board had made a priority to replace lost coverage in the area. 

Mark made a proposal that we authorize Arthur to go ahead and negotiate a 5 year lease of the Dalles translator.  

There were mostly fours and some threes--meaning fairly strong support.  So the proposal was approved. 
 

Station Manager Evaluation Protocol--The proposal is to make it mandatory for staff and board members to fill out the evaluation questionnaires.  Arthur handles staff reviews, the board is responsible or the review of the station manager. 

Louis said that he thinks it should be mandatory for the board to send in evaluations for all staff, but we don't always work with all of the staff. We recently got the forms via email from Arthur.   

We talked about the issue of anonymity for the reviews.   We tabled this issue.  Another issue is the timing of the review.  We've been doing it in November, but Arthur's anniversary date is in the summer.   

Election Update--Erin talked about the Annual Meeting and Election--after meeting, the Nominating Committee--Becky, Joe Genevieve and Erin are proposing Saturday September 26.  Liberty Hall is open until 5 pm.  We've updated a link on the front of the website.  Erin and Ani are contacts for interested people and to submit applications.  Erin will send language to Joe for a cart.  Erin posted something on Craigs List.  Candidates have to fill out their statements by August 7th.   Judy will have to give a state of the station report at the annual meeting.  We have a printing schedule.  We will have to organize an on-air forum with Jenka. 

Judy says we should encourage interested people to come to observe the July meeting.  Mark also reminded us that any bylaws changes will have to be decided in July.  We talked about when people can get the membership list.    We might want to run that by the lawyer. 

Bylaw Changes Updates--Judy Fiestal 

There are some things that are just typos.  Judy and Erin are working on more substantive matters.  They will present any suggestions to the Personnel/Governance committee on July 14.   Rabia may want to propose something too. 

Board Liaisons to Committees--Judy  

Rabia raised the question of what are the expectations for board liaisons to committees.  The general rule is that people are members of committees after attending 3 meetings. But Board Members are appointed and become members right away. 

Louis said we should discuss this at next meeting. 

Consent Agenda--May Board Minutes Approval--approved as amended by consensus. 

Commitments-- 

  1. Joe asked Erin to send him the Development Committee's survey since he is now chair of the committee
 
  1. Genevieve will get the Finance Committee's survey to Erin
 
  1. Mark is signed up to bring food for the July Meeting.
 
  1. Erin and Joe--election cart
 
  1. Becky will contact Mark Ecklund about the election
 
  1. Erin will contact Jenka about the on air forums and  the lawyer about the membership list timing.
 
  1. Judy will follow up on the bylaws review and get proposals to the Personnel Committee by July 14.
 
  1. Members should submit the finance survey handed out--Genevieve put copies in Nia, jamilah and Ivonne's boxes.
 

Public Meeting adjourned at 9:08 pm. 

We entered into a closed session at 9:15 pm. 

Meeting adjourned at  10:30 pm  

Next Meeting July 27 
 
 
 
 

Appendicies 

June 22, 2009 Agenda- PROPOSED  

Check-in                                                                                                                10 min.

Public comment                                                                                                      10 min.

Review commitments                                                                                              10 min.

Staff and Management Analysis Project- Jim Ayala                   

Information                                               15 min.

Capital Campaign Update                                                                      Information/discussion                    15 min.

Budget and Finance Update                                                        Information/discussion

Year to Date, Projections, Potential Cuts, Retirement contribution issues                            45 min.

Rent out Dalles Translator- Arthur              Discussion and action                       15 min.

Program update                                                                                    Information                                               10 min.

Station Manager Eval- protocol                                                         Discussion/action                                  15 min.             

Station Manager evaluation “season” is from November to March.

Goal is that there should be more participation in the evaluation process by board members and staff.

Possible resolution:All staff and board members are required to fill out the station manager evaluation.             

Election Update- Erin                                Discussion                                          15 min.

Commitments                                                                                                           10 min.

May minutes                                                                                                             5 min.

Resolution: The board approves May 18, 2009 board meeting minutes as amended.

Closed Session Volunteer issue                                                                                10 min.

Ivonne provides food for the meeting. Thank you Ivonne!    
 
 
 
 

From Jenka: 

July Program changes: 

In the Fall of 2007, KBOO began a process of gathering data from a variety of sources to help us determine what programming changes to make in order to increase listenership.  We held community meetings, solicited listener feedback, conducted a survey, and solicited the National Federation of Community Broadcasters (NFCB) to conduct an assessment of the station.

Talk radio

The Program Committee and staff spent many long hours discussing talk radio, and determined that Talk Radio does serve an important function in serving the community and our values.  In the current schedule, Talk Radio is on from 8 - 9 am, which is the hour of highest listenership for radio, so it is, in some ways, the most important block on the schedule. 

To respond to some of the issues raised by the Committee, the Staff has come up with the following plan for Talk Radio:

Fridays:

-Melodie Silverwolf has retired from co-hosting Friday's Talk Radio.  Fridays are now open for auditions, which will be held throughout the summer 

Wednesdays:

-Barbara Bernstein will retire from her slot as Talk Radio host and move into a Public Affairs slot to produce a weekly local environmental show.  This would open up Wednesday Talk Radio as well for new hosts 

- Barbara has already scheduled shows through July for the current slot of Wednesday at 8AM, so she would continue her show at that time during the month of July.

-She would like to take August off, so Trillium would start filling her Talk Radio slot every week at that time. IFYTP would continue at 10:15 through August.

-Barbara would takeover the the IFYTP slot beginning on Monday, September 14th. 

The other three days of Talk Radio also had issues that the Program Committee brought up, but there seemed to be a consensus (or consensus minus one) that these problems could be addressed with coaching, a producer, and call screening.  We are recruiting volunteers to fill these positions (producer, coach, call screener), and will re-visit how it's working when we review the whole strip in September when Kathleen returns.  At that time, we will also review the proposals from new talk radio hosts.

Meeting of the KBOO Board of Directors, 2009/05/18

MEETING OF THE KBOO BOARD OF DIRECTORS
Monday May 18, 2009

Board Members Present:
Judy Fiestal—President impending grandma
Becky Chiao-note taker
Joe Azevedo
Erin Brand
jamilah bourdon—time keeper
Mark Allyn
Nia Lewis (late)
Genevieve Mathews
Ivonne Rivero

Staff and Public Attendees:
Arthur Davis
Marty Soehrman
Skye

Meeting Called to Order at 6:09 or so--we started with introductions and check-in without quorum. We got quorum about 6:20.

Judy got a cell phone to wait for a call about her about-to-be-born granddaughter. jamilah is recovering from membership drive. Erin finished her first exterior. Louis has been very busy. Becky got back from vacation. Arthur had a great week, accepting money donated to KBOO. Mark has been busy, he has no interest in doing a radio show.

Public Comments—none

Review of Commitments—

Judy will talk to Carrie and Arthur about setting up facilitation training-done
Judy or Eric will email Marty with the board member application--done
Joe, Genevieve and Erin will connect with Nia about the Development Committee--done
Eric and Genevieve will meet before Eric leaves, Judy said she’d like to come too to the meeting—done, Judy got an individual session
Judy will announce Board changes—new member and treasurer changes on the web and ask Zale to make Nia a board packet--done
Erin will arrange an orientation—waiting for an additional new board member
Arthur will talk to Chris about getting Nia a mailbox and getting her on the access list--done

All committee liaisons should fill out the job description form and forward the results to Erin.—no responses yet
Judy will tell Ivonne about the change in the meeting date.--done
Joe will make a cart about the meeting date change and a sign for the volunteer board and white board, Judy will put something on the website.—done
CRC users guide—being worked on
Election Manual—draft proceeding.

Review Decision Making Proposal

What do people think about additional hand gestures—thumbs up, thumbs down. Is thumbs down too negative? We decided to take out thumbs down. If people don’t like something, they can use the one figure up to ask a question that expresses they have some issues or raise their hand to talk. The fist for blocking something during a vote is also confrontational. But we’re keeping it for now.

Board Appointment—Marty is still interested and is here.

Closed session to discuss appointment 6:41—Reopened the meeting at 6:45

Mark proposed that we appoint Marty to the board, Louis seconded it and there was unanimous approval.

Marty was then seated as a Board Member.

Nominating committee—Judy would like us to have a chair. Erin said that we the committee should meet in the next month or so. Becky said that she will chair it. By our next meeting, we should set the election dates and we should be recruiting people. Joe suggested asking Ani and Judy suggested Kathleen and Jenka as sources of involved volunteers who would be good for the board.

Food break

Finance Update—The drive is probably going to come in about $19,000 short. The factors that affect that are our declining listenership, the economy and the program changes. But we have a strong cash position due to other contributions including a $62,000 bequest and surplus we’ve had before. We have budgeted for a deficit, but will probably have less of one than we planned on. In the long run, we need to cut costs, raise more money or both.

Proposed Bylaws amendments—some of the suggestions are to provide clarity on the membership list issue. Judy and Erin have been working with Scott Pratt. Our bylaws are limited by what the ORS rules are. Arthur suggests having a summary of the proposed bylaw changes in plain English. Judy raised the issue of changing the number of board members from 12 to 9 which is what it used to be in prior years.

Proposed Policy #63 Amendment Purchase of Gift Memberships

“KBOO Community Radio recognizes the value in gift memberships. An individual may purchase up to ten gift memberships in one calendar year.”

The reason for this policy change is because of a threat in the past from someone who wanted to get a gift memberships for people in order to get their votes for an election.

Judy sought the consent of the group. jamilah was not convinced that a policy change is needed, but she stood aside rather than block the consensus of the group. (Everyone else was in favor of the policy change.)

Development Committee Update—Capital Campaign update from Erin. Handout with drafts of letters. The Staff and the board are individually soliciting donations. When you’ve collected some money give it directly to Sun. We already have money coming in. The goal is $50,000. There is a major donor dinner planned.

Committee meetings update—Erin has not gotten any responses except from Engineering. We will try for next month.

Staffing and Management Analysis—Arthur and Judy met a guy named Jim Ayala who worked on workflow mapping/process analysis. He would like to volunteer to do an analysis of the station. They have had good interactions with him so far. Arthur is meeting with him Thursday at 11.

Arthur talked about strategic planning—we didn’t get a grant from Meyer to do research to help with strategic planning—audience, competition, mission, identity, brand and message. We can still do more to set mid-range 3-5 year goals. He’d like the Board to keep this in mind. Erin voiced her support for this based on a workshop she attended at the NFCB conference.

Announcements—Facilitation training with Carri Munn will be Wednesday May 27 6-9 pm 50th and Hawthorne or at Judy’s

Consent Agenda—April Board Minutes Approval—approved by consensus.

Public Meeting adjourned at 8:50pm.

We entered into a closed session at 9: 07pm.

Meeting adjourned at 9:46

Commitments—

Someone, Arthur maybe, has to change Sun and Andrew’s positions on the website.

Becky as chair of nominating committee will call a meeting.

Committee chairs should forward their results to Erin.

People should work on their individual capital campaign fundraising goals.

Marty needs a mailbox and to be added to the access list. He already has a board notebook.

Who is bringing food for the next meeting?


Next meeting June 22nd.
 

Meeting of the KBOO Board Of Directors, 2009/04/27

 

MEETING OF THE KBOO BOARD OF DIRECTORS

Monday April 27, 2009

 
Board Members Present: 
Becky Chiao-note taker

Joe Azevedo—food bringer

Erin Brand

Judy Fiestal

Eric Robinson

Genevieve Mathews

Mark Allyn

Ivonne Rivero

jamilah bourdon—time keeper 
 

Staff and Public Attendees:

Arthur Davis

John Mackey

Marty Soehrman

Nia Lewis pm news volunteer

Ivan Green former volunteer current member 
 

Meeting Called to Order at 6:07 or so--we started with introductions and check-in. 

Judy just got back from New Mexico. Mark made it quickly in from Hillsboro even though he left work late. Joe talked about A Touch of Portland, a KBOO fundraiser for Summer Solstice 12-7 with donated massage, healing, acupuncture, Erin met a just-born niece, Louis completed his annual bike ride to Salem and back and got his ham radio license.  Eric is preparing to go to Brazil via Chile and other places afterwards.  Becky will be going on a trip to South Dakota and Indiana.  Arthur reported on the comedy festival this past weekend—an observation about how war is government spending and the Rhododendron Gardens.  Ivonne is glad to back after being away after illness and a car accident.  Marty is here about the board opening.  John is the Chief Engineer. 

Public Comments—none 

Review of Commitments—FMLA issue at personnel, Board Calendar for Board Packet and By-laws Elections issue are carry-overs. 

Managers Report— 

      Budget Request—About $1500 for changes to studio to facilitate live DJ broadcasting.  This is in accord with our desired program changes.  It was going to be part of the capital campaign, but it makes sense to spend the money now.  Judy sought the sense of the group and there was consensus to approve the spending. 

      Kathleen’s Sabbatical—The initial budget item had funds for 11 weeks, but we need more transition time.  Arthur proposes spending an additional $1,900 for sabbatical coverage.  Judy sought the sense of the group and there was consensus to approve the spending.   

      In addition, there may be additional work that is needed to be done early in the mornings.  Kathleen would like to find volunteers to help, but might need to pay someone with particular technical skills.  We will be having some program changes in the am news department and we don’t want to put that off.  We could approve spending money now or we could approve giving the executive committee authority to decide later.  Eric suggested giving Arthur the authority to pay someone if needed.  Judy asked whether Arthur thinks it depends what we decide to approve.  Erin asked whether she is looking for volunteers just for the sabbatical or ongoing?  Arthur said particularly for the sabbatical, but she’d like to find volunteers for that on an ongoing basis too.  Genevieve asked about how will new hosts transition when Kathleen isn’t here.  Arthur said that hosts will need a lot of feedback.  There will be pilot shows and rotating slots.  The rotating slots actually create more work for the programming staff but were asked for by the Program Committee.  Judy said it sounds like people are OK with giving Arthur the authority to spend the money if required.  Judy sought the sense of the group—does the board authorize the Manager to spend an additional $2,165 if needed.  Ivonne had some questions about the overall costs of the sabbatical. She would like us to rely on volunteers if we can.  Arthur said that he will let her know that.  There was consensus to approve the spending if necessary. 

      Arthur suggests we read the rest of the materials he handed out.  Attached  

      Judy asked about the D&O insurance, we found we can get the same coverage at a lower price through NFCB.  Debbie has some questions about it.  Arthur expects we’ll purchase it tomorrow. 

Decision Making Proposal—There are a couple of suggested change to the earlier draft of the proposal.  Attached.  The idea is that this would be implemented on a trial basis, we’ll revisit it in 3 months, and then formalize in a year or so if it is working well.  The Staff discussed this and had some comments.  They thought the thumbs up and thumbs down might be disruptive.  They want to try it out, feel they need time to think about it.  Arthur talked about all of the changes going on for staff and workload issues.  There were other aspects of things to do resulting from the retreat with Carri. Arthur thinks the staff can work on the hand signal part for now, but will have to put off the rest of the decision making and the organizational change issue. 

Louis said that he thinks the board should go forward with using the model with the goal of bringing it out to other groups.  Erin agreed with Louis and recalled that the next step was to have Carri to trainings for facilitators and that maybe we should do that with the board and not the staff and board members can take the lead on introducing this to the committees.  Judy said that it was planned to have the committees have facilitators which hadn’t happened.  The Board has been using the signals.  Arthur said if there is a training, we could build in some flexibility in the system.   Genevieve and Erin talked about their take on the thumbs up and thumbs down.  Eric said he is OK with the changes proposed—that the process is organically manifesting.  Judy will communicate with Carri about setting up a facilitation training.  Arthur said staff and volunteers will probably be interested. 

Food Break—yummy curry 

Mid-Year Financial Report—we are doing slightly better than expected, but we still need to increase revenue in order to have a balanced budget.  Our endowment fund lost some money.    

Eric is resigning so we need a new treasurer.  We need to have a treasurer under Oregon Law.   He suggests we read the reports (emailed to all board members today).  Eric thinks the Finance committee will be pretty stable.  They meet third Tuesdays. 

Fund balance is money we can use as extra.  That is usually less than cash.  Some of what is “cash” is restricted.  The balance sheet shows when we’ll run out of cash.  The two big variables for the next six months are the Spring Drive and the capital campaign which is seeking to raise $50,000 for $50,000 worth of new equipment. 

We predicted pretty accurately, and budgeted for deficit spending of additional money had. 

Mark asked how much work is the treasurer commitment?  Eric said if someone wanted to just do it until new members are elected it could be not too much of a commitment.  Eric said he’s spent 5-7 hours per week and more during the budgeting process.  You can do more or less. 

Eric had mentioned that most expenses are personnel costs.  Mark asked how many FTEs are $100K (the budgeted deficit).  Arthur answered 2.5. 

Jamilah said that some categories are underspent and wanted to clarify her understanding that the unspent money goes back into the general fund.  Arthur said that is correct. 

Arthur said that he would like the treasurer to chair the Finance Committee—schedule meetings, set the agenda and thinks that the treasurer doesn’t need a finance background but should be willing to learn how to read the balance sheets. 

Arthur explained that we have $500K cash--$200K 3-month operating reserve.  $100K funds dedicated to specific expenses and $200K surplus unallocated (would be used to pay for deficit.)  There are things to pay money that could bring in new revenue—like advertising and ways to save money, for example, we’re going to save money by switching the news wire service that we use.  He reemphasized the connection between membership and listenership figures.  We are hoping that the membership drop will level out now. 

Judy suggested that we follow up on these issues at the next meeting and we focus on creative suggestions for how to decrease the expenditures. 

First draft of the next budget starts in June, we usually approve the next year’s budget in September. 

We thanked Eric for his contributions as he resigned.  And we thanked Joe for the food too. 

Chris Merrick can’t be here to do a Programming Changes Update.  Arthur suggests that people read Chris’s report.  Attached.  Arthur went though the highlights.  They are taking a look at the am news, talk radio and there will be some afternoon changes.  Chris noted that fewer programmers are coming to meetings and worries that people don’t realize that there will be changes coming, but jamilah noted that there has been information given out to programmers about planned changes. 

Judy asked what about the Spanish language programming.  Arthur said he thinks that is going to be addressed later in the year.  Currently we have Spanish language programming 3 times a week at different times of the day.  Ivonne said that the shows have different audiences and have longtime listeners and talked about the importance of including the limited English proficiency audience. 

Board Appointments--We have two people who came to the meeting interested in the board openings—Nia and Marty.  We have three openings as of tonight with Eric’s resignation. 

We let each person give a public statement and ask us questions. 

Marty worked for WLS in Chicago for a long time and has been involved with many stations.  He has been a board op and production engineer has done maintenance.  He felt frustrated working at commercial stations with narrow missions.  He has experience implementing remote broadcasts.  Would like to see KBOO work as effectively as possible. 

Nia has been a volunteer for about a year and a half.  She has a passion for media and speech, has a degree in rhetoric and speech and teaches speech.  She has been volunteering in news, but realizes there is a lot of work that goes on with the board.  She loves KBOO’s mission and would like to help out broadly as a member of the board. 

We have 3 general board openings, the grid shows where our current strengths and weaknesses are.  We need a treasurer.  There are officers, all board members are supposed to serve on a committee. Arthur said that an active board member will spend 4-5 hours per week on KBOO business and that the board is starting to include fundraising more prominently for its members. 

Closed session 8:14 to discuss the prospective board member appointments. 

Reopened Public meeting at 9:15.   

The Board would like to appoint Nia Lewis to the Board of Directors—there was consensus. 

Treasurer appointment –meetings are 2 hours from 6-9 pm.  Mark Allyn is somewhat willing.  Genevieve and Erin also expressed interest.  Judy sought the sense of the board to appoint Genevieve as Treasurer.   There was consensus on point.  We hope that Genevieve will continue her work on the capital campaign. 

Development Committee Update—Capital Campaign has started—we have some donations already.  Sun did a presentation to the staff asking them each to make a meaningful donation to the Capital Campaign either individually or by soliciting money.  Staff committed to bringing in $250 each.  We can give our donation to Sun directly or talk to Erin about how to solicit from friends and family.  Erin will send out an email with a pitch for money specifically for studio upgrades.  It would be great to have the money before June 8. 

Committee meetings update—have committees done this?  Judy will email another form for committees who haven’t done it.   People should forward responses to Erin. 

Willamette KBOO Committee—do we need to make it clear that there is no Willamette KBOO group?  Yes.  The consensus is that there is no Willamette KBOO Committee authorized by the KBOO board.  People from the Willamette Valley who are interested in being involved with the station should contact Genevieve at Genevieve@kboo.org. 

Next months meeting—the regularly scheduled meeting would be Memorial Day.  Can we change it to May 18? Yes.   Becky is bringing the food.  The room is already reserved.   

Consent Agenda passed unanimously. 

Commitments— 

Judy will talk to Carri and Arthur about setting up facilitation training. 

Judy or Eric will email Marty with the board member application 

Joe, Genevieve and Erin will connect with Nia about the Development Committee 

Eric and Genevieve will meet  before Eric leaves, Judy said she’d like to come too to the meeting 

Judy will announce Board changes—new member and treasurer changes on the web and ask Zale to make Nia a board packet 

Erin will arrange an orientation for Nia. 

Arthur will talk to Chris about getting Nia a mailbox and getting her on the access list 

All committee liaisons should fill out the job description form and forward the results to Erin. 

Judy will tell Ivonne about the change in the meeting date. 

Joe will make a cart about the meeting date change and a sign for the volunteer board and white board, Judy will put something on the website. 
 

Public Meeting adjourned at 9:50 pm. 

We entered into a closed session at 9:50 pm. 

We reopened the meeting at 10:02. 

Meeting adjourned at 10:07 

 

Attachments 

APRIL 27, 2009 AGENDA (PROPOSED) 

Check-in            10

Public Comment           10

Review commitments          10

Decision Making Proposal- Judy/Arthur         Discussion     30      

(See email sent 4/20 with attachments) 

Mid-year financials: year to date, trends, and membership projections- Eric    Discussion 30

Program changes update- Chris   Discussion     20      

Where we are with the timeline for the changes and what's next....

Board appointment    Presentation, Discussion, Possible Action  45      

Candidate public statement (3 min. each)             

Becky will have questions for the candidates for closed session.      

Re-open session: action for appointment or announcement of no action

Development Committee Update- Erin  Discussion     10 

Committee meetings update- Judy   Discussion      15      

Report back to board on filling out Committee “Job Descriptions”      

Consider status of Willamette/KBOO group

Schedule next meeting- May meeting is Memorial Day       

Announcements:             2      

Membership Drive- Supervising Training April 29 

Consent Agenda   Board approves the Consent Agenda        5      

Board Officers to review Staff Evaluations

Board approves the current Management Work group: Becky, Judy, and Genevieve to review staff evaluations as a one-time activity.

Background: Staff approved proposal for the current management work group (Becky,

Erin, Genevieve, Judy) to review staff evaluations as a one-time activity

with the goal of evaluating management structure.  The evaluations will be

confidential to that group. 

March Board Meeting Minutes approval 

Board approves the March Board Meeting minutes as amended with feedback.             
  
 
 
 

    Manager’s Report

    April 27, 2009   
     

    1)      Possible expenses:

    a)      Air room:  We need to make changes in the air room to meet the needs of our dj’s who do live mixes.  The current configuration doesn’t work for these DJ’s.  Initially, this wa a capital campaign item, but it was removed when we thought we’d found a budget solution, but we will probably have to go back to the full solution of a new microphone, boom, cabinet material and DJ software–about $1,500.  We’re still working out the final details, but if we develop a plan that Chris, John and I all support, I would like to be able move forward.  This is an important programmatic need as we move into a new sound for the evenings.

    b)      Sabbatical Coverage:  Kathleen will leave for a three month sabbatical  after the first week of June.  We budgeted a replacement person at 40 hours per week  In the original budget, we forgot to include a week overlap for that person before and after the sabbatical.  We also budgeted based on a 12-week sabbatical, but Kathleen’s three-month sabbatical is 13 weeks.  This is an additional  $1,900.   An additional challenge is that we are making program changes in June or July.  This will increase the workload for the department, particularly because there will be new hosts and programs.  In order to ease the burden for the new person, Kathleen is looking for daily volunteers to work on audio and copy editing and also program hosts to assists with feedback.  Depending on who is hired for the temporary position, what volunteers are available and what program changes are needed, there may be a need for additional daily coverage to do some routine tasks.  A temporary employee for two hours per day at ten hours per week would cost $2,165.  I would like to ask the board either for authority to make such a hire if needed or to bring to Executive Committee for discussion.

    c)      Proposed motions:

      i)        The board authorizes up to $1,500 to be spent on air-room upgrades as needed in order to support program changes by meeting the needs of contemporary electronica and hip hop DJ’s.

      ii)       The board authorizes $1,900 to allow a temporary employee enough time to cover Kathleen Stephenson’s 13-week sabbatical and have one-week overlap periods before and after the sabbatical.  This is in addition to the $7,424 budgeted.

      iii)     The board authorizes the Manager to spend up to an additional $2,165—if needed—for additional daily help during Kathleen Stephenson’s sabbatical.  We understand that the goal is to find volunteer coverage for this need.  OR  The board asks the Executive Committee to evaluate additional coverage needs for Kathleen Stephenson’s sabbatical in conjunction with the Station Manager and spend up to an additional $2,200—if needed.

    2)      D&O Insurance:  I have found a quote that is $1,265 instead of $1,905 for $1,000,000 shared limit for D&O and EPL; this is through an NFCB group buy.  If there aren’t any surprises, I hope to purchase on Monday.

    3)      Possible delays:

    We have two big items—Decision Making and Management Proposal—that may need more time to resolve in a productive way.  I myself brought these items forward, but I’m seeing a lack of traction in most areas and big changes being implemented to meet our strategic goals.    

    We have a lot on our plates--not only daily tasks, and one-time events like NFCB and Marilyn Pittman, but also numerous new programs.  This includes program changes in June/July, new training programs for programmers, formal evaluations for programmers, a new major giving department (within four months), refocusing outreach, revamping our website, changing program staff & volunteer workflow and training around website...and more.  

    The decision-making process has some movement, but we only got half-way through our retreat agenda and generated a lot of new work.  The management proposal needs a lot of work and doesn't have one direction with strong support.  Taking the temperature, so to speak, I'm seeing a lot of glazed eyes both in our work group and staff meeting around both issues.  The board officers developed some proposed changes a couple of weeks ago, and I brought them to staff.  There was discussion, but the basic response was that it’s going to take more time.  

    I propose that we revisit decision-making in May or June.  Realistically, several staff will take off around May 23rd, so it would be the end of May into June.  I’ve spoken with most of the staff about this and had an enthusiastic and relieved response.  As Andrew Geller said, “We can do all of these things, but we can’t do all of these things well.”  The area that is getting the most support is to try out using consensus methods in meetings and fine-tune them more organically.    

    In the meantime, we need board help in fundraising and events: specifically helping Toni, Sun and the Membership Drive.

    4)      Job Changes:

    a)      Debbie Rabidue has been hired as Finance Coordinator-$30 hours per week at $21 per hour.  Mel Reslor is preparing and posting deposits during the drive (10 hours per week for two weeks) for his final employee duties.  Mel is making an outstanding transition to Debbie.

    b)      Sun Lee has left Membership Assistant to become Interim Development Director.  He worked first on education through reading materials from the Manager, a day-long intensive with Kim Klein (this country’s foremost grassroots fundraising expert) and the NFCB panels. He is now setting implementing the capital campaign, a limited number of music cosponsorships and a bequest program.  He has really jumped into this position.  Andrew Geller is focusing solely on Membership and the other, smaller, areas in his job description.

    c)      We are working on a proposal for Outreach (in April) to focus on fundraising and building loyalty.

    5)      Pendleton:  Ben and Gary Lee have recruited board members and have a fundraiser May 17th.  They believe that the funds will be raised by that date to execute the buy-out agreement and minor change.  We will present buyout agreement to Oremus.

    6)      Programming:  The next round of morning and afternoon program changes is June/July.  Chris, Kathleen and Jenka are developing a proposal for Program Committee feedback (incorporating previous Program Committee input).

    7)      Development:  Sun (with Erin, Genevieve, Joe, Arthur, Eric and Zale) is moving forward with the capital campaign mailings, phone calls, individual meetings and dinner.

    8)      Membership:  Andrew is implementing NFCB recommendations.  This included winter drive, new direct mail program, new pitching materials, pitching coaches and more.

    9)      Outreach:   Amy Goodman netted $4,100 and got great press.  JoAnn and Dave did a great interview.  Jenka intro’d (great to get “KBOO News” in people’s minds).  Thavius Beck Black Electro event lost $305.  Currently working out the issues on that one. 
     

Decision Making Process Proposal

Draft for comment developed by consensus at the KBOO Board-Staff Retreat, Feb. 21, 2009   
 

Proposed: KBOO board will adopt the following general process for group decision-making as organizational policy.

Definitions: Throughout this proposal member refers to a person who has met the requirements of participation for a specific decision-making body and is authorized to act on matters pertaining to that group. Existing groups at KBOO include Board, Committees, Staff, and Workgroups. The board is responsible to exercise all powers of the corporation unless responsibility for a decision is delegated through existing policy, job description, or group agreement.

  1. KBOO will use a consensus process for all decisions made by all groups.
    1. We strive for the active agreement of every member of a decision-making body because consensus-based decision making fits our values of community, emotional maturity, diversity, and creativity.
    2. Consensus means that all members present and deciding an issue affirm that the process has been fair and the proposal meets KBOO’s standard of acceptability.
    3. A fair process means all members present and entitled to participate in decision making have had a chance to voice their perspectives, ideas, and concerns and the group has done its best to create a solution that serves the best interest of the organization.  
    4. KBOO’s standard of acceptability is that all members present are willing to accept the decision and respect the outcome of the group. (See #5 for modifications to this ideal.)
    5. If more than a third of the group votes as “willing to accept” (2 fingers), the facilitator is encouraged to bring the discussion back to the proposal to determine if there is strong enough support that the decision should stand.
  2. Members of KBOO decision-making groups recognize and accept the following general responsibilities of participation in consensus-based decision making:
    1. Members may present proposals to a decision-making body in which they are a member.
    2. Proposals will follow an established format which ideally includes background information and details such as relationship to charter, goals, and values; expected impacts on KBOO finances, staff, volunteers, and community; timeline; and process for stakeholder input.
    3. Group members agree to participate fully in discussions of proposals. Each will serve the best interest of KBOO, share relevant wisdom and perspective, listen respectfully to the needs and concerns of the whole group, and adopt creative solutions that move KBOO toward its goals.
 

   

  1. KBOO members participating in decision making will recognize and use hand signals to facilitate consensus building.
 

      During Discussion:            

thumbs up: support for speaker's ideas      

    thumbs down: not support for speaker's ideas      

    circling hands: interest to move discussion along      

    1 finger: need for clarification or more information

    Vote Signals:

    1. 4 fingers indicates total agreement.
    2. 3 fingers indicates willingness to support.
    3. 2 fingers indicates willingness to accept the proposal, although you do not feel the decision will be detrimental to the group/organization, you cannot give support for personal reasons. You are not expected to actively implement the decision, but you agree to follow it, and not to undermine it.
    4. 1 finger indicates a need for more information.
    5. 0 fingers (a fist) indicates principled opposition, a block, based upon the belief that the proposal is detrimental to KBOO. This concern can be based upon impacts on  KBOO finances, staff, volunteers, and community; timeline; process for stakeholder input; or is contrary to KBOO's mission, values, or the law.
  1. For each meeting, a group will select a facilitator who will act in a guardianship role to implement the consensus process.
    1. The facilitator will conduct the meeting, draw all participants into discussions, provide for full consideration of proposals, and ensure that the process meets KBOO’s standards of fairness and acceptability.
    2. Facilitators may continue to participate as members of the group except they may not exercise principled opposition. Expressing opposition compromises the facilitator’s neutrality which is essential in fulfilling the obligation to provide for full consideration of proposals. If the facilitator has principled opposition, that person should transfer the facilitation role to another member of the group for the discussion on that issue.
  1. If a group cannot reach full consensus the following modifications may be exercised:
    1. The group can delay the decision until its next meeting if the delay will not negatively affect the work of the board, staff, committees, or station as a whole.
    2. After honest consideration of all concerns, the group may proceed with consensus minus one and note the nature of the opposition in its record of the decision.
    3. If the group cannot proceed using consensus minus one, a member of the decision-making body may request a vote, in which case a proposal may be passed by a simple majority of those present and voting.
  1. Adoption process:
    1. This proposal will be introduced at the KBOO board meeting Monday, February 23, 2009, and followed by an outreach and comment process to inform and involve committee members and active participants in KBOO decisions.
    2. The board will consider feedback and adopt a final proposal at the March 2009 board meeting.
    3. The policy will go into effect after endorsed by the Board and be used for a period of one year. During this time a comments box and email will be available. The board will consider comments and recommend any immediate changes after 90 days and conduct a formal review of the decision-making process a year later in 2010.
    4. A training will be held in April for members of decision-making groups to learn about using the consensus process and gain skills for facilitating effective meetings. Training materials and resources will be available to all members to support the transition to consensus-based decision making.
 

Program Changes Update from Chris Merrick

 
We handed out a 2009 Timeline at the January board meeting, and overall, most of what we’ve tried to do so far this year is on schedule.   Our only real delay was in revising a criteria for critical listening, which incorporates three different sets of criteria: 
·       The program committee’s current evaluation form 
·       A revised “minute by minute” checklist that Jenka put together 
·       Marilyn Pittman’s materials 
·       Also: Air checks of public affairs shows for the committee to listen to 
 
[The attachment is the 2009 Timeline if you need another copy] 
 
 
Kathleen implemented morning changes in February. This included: 
·       Democracy Now stays at 7:00 – 8:00 am 
·       Talk Radio stays at 8:00 – 9:00 am 
·       Political and social issues programs (weekly or monthly) moved to 9:00 – 10:00 am 
·       Air Cascadia, 10:00 – 10:15 
·       Flashpoints (syndicated), 10:15 – 11:00 am 
·       Arts, health, and cultural shows (weekly or monthly) moved to 11:00 am p Noon 
·       Also: Democracy Now at 4:00 – 5:00 pm (weekdays) 
 
We will eagerly await the results of the Spring Membership Drive to find out how these changes do. 
 
The committee is looking at the Talk Radio strip, whether to get rid of it, improve it, or change it to something else. We are leaning towards keeping it, but having more news content, interviews, guests, etc, making them more of public affairs shows, with limited time for phone callers. 
 
We did not remove any current public affairs programmers during this last change.  There are several openings and Kathleen has been auditioning “pilot programs” from new volunteers.  One of our objectives is to select some of the programs for permanent rotation.  If necessary, we will consider removing current programmers. 
 
 
As Kathleen is leaving June 1st, the program committee has limited time to finish this process.  The Drive also makes it difficult in May to get much done. It is likely that new public affairs shows, or removing current programmers, will start on Monday, July 6th (following the Blues Festival over July 1 – 4). 
 
The Program Committee is having a retreat Tuesday, April 28 (outside of KBOO) to answer a number of questions: 
·       Follow-up on Talk Radio strip. 
·       Recommendations on the pilot programs. 
·       Jenka may move programs out of the evening slot (6:00 – 7:00 pm) to the morning slots. 
·       Chris is looking at some of the music “hybrid” shows between Noon – 4:00 pm, whether to move anything to the mornings as well. 
·       Preparing for Kathleen’s sabbatical. 
·       Implementing the revised criteria for critical listening in evaluating all current public affairs programmers (and new applicants) 
o       Keep program on the air 
o       Remove program 
o       Improvement through training and more critical listening (ie: probation period) 
 
The next meeting will be Tuesday, May 12, to finish this work and recommend a new schedule. 
 
TIMELINE: It is essential that this be in place by July 6th at the latest. We need three months for listeners to get used to new scheduling before the Fall Membership Drive.  Even then, it will take at least two drives for any real effect to be measured. 
 
Another question: does the temporary employee filling in for Kathleen have any “authority” to work with the committee, or are they more of a “caretaker?”  It is unlikely a temp can really have much authority.  If the board has any advice? 
 
JULY – DECEMBER 
·       Further tweaking of Noon – 4:00 pm 
·       Revisit the 7:00 pm – Midnight (Monday – Friday) schedule 
·       Sunday schedule 
·       Fall Membership Drive in October 
·       Further schedule changes in December 
·       Winter Drive in January, 2010 
 
ONE FINAL COMMENT 
We have not had a lot of programmers attending program committee meetings, and it is likely that many people do not think the committee is still working on significant program changes.  It is likely that the board will hear from unhappy programmers in May and June if they feel they did not get a chance to be heard. We do invite all programmers and the public to committee meetings.

Meeting of the KBOO Board of Directors, 2009/03/23

 

MEETING OF THE KBOO BOARD OF DIRECTORS--approved

Monday March 23, 2009

 
Board Members Present: 
Becky Chiao 
Anthony Petchel

Joe Azevedo

Erin Brand

Judy Fiestal

Eric Robinson

Genevieve Mathews

Mark Allyn

jamilah bourdon 

Absent

Ivonne Rivero 

jamilah brought food 
 

Staff and Public Attendees:

Ivan Green

John Mackey

Sky 

Meeting Called to order at 6:08 pm 

Introductions—check-in,  Eric has given his 2 weeks notice at work,  Judy is expecting a grandchild pretty soon,  Mark talked to someone at Intel about the Blues Festival. 

Public Comment—Ivan said that his EFT wasn’t debited from his account this month. 

John said that from time to time there are morale problems in Engineering.  One example of this is when Engineering reserves a room but someone else uses it during the time that they reserved the room which has happened several times over the years. Another example is when people come into the engineering room—John encourages the engineering volunteers to greet people in a friendly way, but sometimes people come into the room and are impolite.  He wonders why nothing happens to the people who attack others.  Judy responded that this might not be something for the board to deal with.  John mentioned that they are doing mediation, Judy said that is good. 
 
 
 

Reviewed the Agenda 
 

Reviewed of Confirmations from Last Meeting

Judy reported on the ways in which the decisions regarding Scott and Michael have been disseminated. 

Becky said that she forgot her commitment to inform Mort of our decision to affirm the CRC decision.  Erin reminded her and she sent Mort and email which then prompted his email to the board.   

Finance Committee hiring decision committee meets Friday. 

Decision making process proposal will be considered in April—we are supposed to introduce it at committees. 

D/O insurance.  We have a quote from our agent.  There is a group rate available via NFCB and Arthur is going to look into that.   

Louis contacted Mike Brown who is working on the Pendleton/Oremus deal.  Arthur spoke with Mike who gave us a figure for buying out Oremus.  Pendleton has some money to start some of the paperwork.  Gary and Ben in Pendleton are doing the right things and are ready to go.  We’re going to ask Oremus for 30 days to let the local group raise money. 

Eric had volunteered to work on recruiting new board members.  He is going to ask us to fill out the board member profile form (again perhaps).  He’s going to try to have candidates for vacant board seats by the next meeting.  He would like help recruiting people.  Joe said that he would help by doing a cart.   

Jamilah reminded us that she is going to resign from the board after the end of this year.  Eric will leave the board in September he wants to hand off things to the nominating committee which is Joe, Genevieve, Erin and Becky.  Becky said the nominating committee will concentrate on recruiting people for the election in September.  Anthony is resigning tonight and we have Scott’s place to fill.  Mark is considering resigning.  So we will have at least two open spots to fill by appointment. 

Erin got a card for Melissa to thank her for her help. 

Committee Roles and Responsibilities 

Judy handed out a form to have committees fill out and Program committee task break-down from two years ago as an example.  Erin volunteered to come to any committee to help them go through this form if it would be helpful.  Judy said that the form is one of the attachments to the email she sent with attachments.  She will send out another email and Erin said she’d help to collate the responses.  She said the Willamette KBOO workgroup might want to do the form also even though it’s not a committee.  Genevieve asked about the history of the workgroup, Judy suggested that Ani might be knowledgeable.  Judy talked about the fact that we heard about a meeting happening tonight under the auspices of the Willamette KBOO workgroup called with Scott F. and Michael P.  

Privacy Policy—Judy is working on it, she asked for volunteers to help, Erin and Arthur volunteered. 

Report on Marilyn Pittman Trainings—120 volunteers were trained about improving programming.  This project was funded as part of a grant.  The project was a big undertaking for the staff from getting the grant to putting on the trainers.  There was some excellent feedback and suggestions for improvement from participants.  Many people said that it was very helpful.  There was also an emotional component for volunteer programmers to look at their own performance, which we appreciate.   It was a requirement for programmers, but not as mandatory as pledge drive shifts.  (There are 180 on-air volunteers total.)   The next step is listening groups, having people listen to air checks (recordings of shows) together in groups.  There will be formal reviews of shows by the programming staff in the fall. 

Break to eat—Thanks to jamilah— 

Management models—Becky gave a report to the board about the work of the personnel committee.  The committee asked other boards what their work was in terms of dealing with other committees.  Does the board want the personnel committee to come up with a structure for change. What are the goals?  The policy direction has to come from the board and not the personnel committee.  SWOT—(Strengths, weaknesses, Obstacles, Threats):  What is the organizational structure of the station? 

Strengths:

-Dedicated Staff

-Few organizational levels; comparatively flat

-Volunteers and staff- low cost- high value for the dollar

-Inclusive

-Open communication

-diversity of opinion & everything else

-Staff and volunteer longevity and history

-Committed volunteers

-institutional knowledge

-transparency

-We get buy-in acceptance for new ideas; proposals- leads toward consensus 

Weaknesses:

-Too much on station manager: only one level of management hierarchy

-Frustration with conflict resolution

-Difficult to get expertise in certain areas

-Vulnerable to individuals due to openness

-Unclear decision-making authority between staff and manager

-Not enough time to work with departments/individuals

-A lot of time in meetings

-Timeliness/efficiency not always achieved

-Efficiency (i.e. CRC response)

-High board turnover

-resistance to change

-Unclear criteria for decision making

-Inconsistent; out-of date policies pitched together

-Low budget: operating deficit

-Burnout

-Outsider thinking (opposed to everything)

-Infighting

-Board has not set clear goals

-Lack of mission statement 

Internal weaknesses v. external weaknesses: this is an issue. 

Opportunities:  What resources do we have outside the board and staff to improve the organizational structure?  Could we get CPB to do an assessment of the organizational structure? 

-National CPB resources/NFCB

-TACS- local assistance for non-profits

-HR consultant groups

-Potential new board talent

-Expanding member base by translators

-Internet: use of radio

-Experience of other similar organizations

-bad economy: more competition for jobs- more time for volunteers- more volunteers

(If mission statement is appealing to the ‘world at large’ then we may get more listeners).  Arthur said that this specific SWOT may not lend itself to more outside opportunities. 

Threats: The outside world’s perception of the station

-Litigation-Competition with other radio and internet

-Competition with other employers

-Increasing expenses

-image: reputation regarding KBOO

   -conflicts

   -not reliable, content-wise

   -unprofessional           

-Federal regulations  

What are the three key things here which should be addressed? 

-Too much on station manager

-Unclear decision-making

-High board turnover 

How do we go on with the process for recommending changes?  Could there be a board work group, or do we keep discussing it in meetings? 

Judy proposed there be a work group.  Eric, Becky, Judy and Genevieve will be in this work group.  Becky will chair the work group.   

Retirement Benefits Policy—currently the policy is to contribute 3% of salary, but there are also bonuses and commissions, we’ve had a problem working with our payroll company getting the retirement money into the accounts.  The payroll people are good, but the retirement side of the operation is separate.  The amounts have been off.  The computers at the payroll company can’t calculate 3% of the base pay separate from the other compensation.  We have to make the contribution based on 3% of total compensation for this year.  The Finance Committee suggests making that change a permanent one.   

Motion:  In order to simplify accounting and in order to comply with requirements of our current retirement provider, the KBOO retirement contribution for eligible employees shall be changed from “3% of base salary” to “3% of compensation (compensation defined as W-2 compensation plus elective deferrals such as 401(k).”  This change shall be effective as of August 31st 2008. 

The motion was adopted by full consensus. 

Board skill matrix form filling out 
 

Consent Agenda: 

Anthony had a questions about our leave policy and wanted the Personnel Committee to make sure that our polices comply with OFLA/FMLA—do temp employees qualify for FMLA time off. 

Minutes

KBOO Board approves minutes from February 19 and 23 

Web coordinator Job Description Change

Approve revised Web Coordinator job description 

Signers for Safe Deposit Box

The new signers of the safe deposit box rented at Keybank are Arthur Davis, Chris Merrick and Judy Fiestal 

Development Director job description change

Remove the Membership Assistance position and approve the Interim Development Director job description, which will be filled by Station Manager appointment 

Policy #26 revision increase maximum temporary employee duration from 3 months to 4 months.  Recommended by Personnel Committee to avoid conflict with Sabbatical policy.

Board approves revision of policy #26  

The Consent Agenda Items were approved by full consensus 

Board Calendar—handout

Question about whether goals and objectives can be done so early in the year or put off until February with Board Staff retreat.  Becky said that the incoming board can start talking about goals etc earlier, but the goal would be to have them finished by Feb.  Consensus was reached on this. 

Station mgr. review—difficult for new board members to do by December.  We decided to move it to March via consensus. 

Add budget planning in June. 
 

Policy change regarding elections—personnel committee is working on the handbook, someone should look at whether by-law changes are needed.  Judy and Erin will look at these issues as an extension of the privacy issue. 
 

Commitments 

    Joe will do a cart announcing board slots for appointment—Eric will tell him what it will say

      Mark got a name of a potential board member from John and will pass it along

      Eric will collect board recruit names

      Judy will email the Committee form again

      Erin will help Judy collate the committee forms

      Judy Erin and Arthur will work on the privacy policy—Judy will chair

    Becky will distribute materials and call a meeting of the org structure work group—Joe, Eric, Judy and Genevieve are on it

      Becky will bring the FMLA leave policy issue to the personnel committee

      Judy will give the calendar to Zale to include with Board Packet information.

      Judy and Erin will look at by-laws and policies regarding election 

Announcements—NFCB conference in town April 1-4—party/dance benefit at Holocene Friday April 3 at Holocene  open house at KBOO from 7-10.  There will be a shuttle bus from KBOO to the club.  There are workshops, Genevieve and Erin are going to the fundraising session.  Arthur is doing a session on developing healthy boards.  Judy will have a pass. 

Amy Goodman is doing a benefit Saturday April 11 at the Bagdad 12-2 pm.  $15 tickets  Board members should try to get people to come, if you want to help contact Toni. 

Anthony announced that he is resigning as of this meeting.  He will still work on the insurance issue and the finance committee hiring committee. 

We adjourned the public meeting and entered into a closed session at 8:52 to discuss pending litigation and volunteer/personnel issues 

We adjourned at 9:21 pm.

Meeting of the KBOO Board of Directors, 2009/02/23

MEETING OF THE KBOO BOARD OF DIRECTORS
Monday February 23, 2009

Board Members Present:
Becky Chiao
Anthony Petchel
Joe Azevedo
Erin Brand
Judy Fiestal
Eric Robinson
Jamilah Bourdon
Genevieve Mathews
Mark Allyn
Ivonne Rivero
Scott Forrester  (late, came in at 6:30)


Staff and Public Attendees:
Marliese Franklin
Per Fagereng—utility outfield
Jay Theimeyer
Process Server
John Mackey
Lane Poncy-labor radio
Barbara Berstein-locus focus
Bill Michtom
Grace Hague
Jaime Partridge
Bill Zimmerman
Lloyd Marbet
Barry Sutton

Meeting Called to order at 6:08 pm

Introductions

Public Comments:

Per F --Recommends that the station get hold of an outside fact finder to interview anyone concerned, not sure what was decided at the special meeting.  Per also says obstreperous board member are a problem, but he said back in those days (referred to by Marliese and Barbara) there were also issues with the station manager.

Barbara Bernstein—left the board in 1997 because board was dysfunctional, didn’t have the tools to deal with disruptive people to get the board on track, says we should go forward to do what we have to do.

Marliese Franklin—her experience and past observations is that the board can spend a lot of time arguing, would hate to see the board get distracted from the job of nurturing the station.

Judy wants to add lawsuit to the agenda.  The station was served Friday pm  some board members were served at home, some were served tonight at the meeting. Marc said he hasn’t been served yet.  We will discuss the lawsuit filed by Scott Forrester and Michael Papadopoulos after the discussion of the complaints against Scott.

Review of Commitments from Last Meeting

Arthur update on Pendleton Arthur talked to people in Pendleton who are working, Scott never gave Arthur information about a Portland donor.  Mike is working with Oremus, the people in Pendleton are in direct contact with them.  Mike has found another station with some signal overlap.

Judy was supposed to meet with Zale to get policies and bylaws updated on the web.  She didn’t get around to that because she had to meet with our lawyer.

Update on complaints about Scott Forrester.

Judy made a statement:  History of complaints to board about Scott Forrester, hearing held, information provided was first hand evidence, now we have been sued, the station and the board members individually.

Resolutions

Erin moves to remove Scott Forrester from the Board of Directors for cause in accordance with Article VI, Section 8b of the KBOO Bylaws.  This decision is based on his actions, and an inability to cooperate with requests to modify his behavior, which constitute a gross abuse of authority with respect to the corporation, as well as conduct that is harmful to the corporation and its employees.  Marc Allyn seconded the motion

Barry Sutton asks that we give Scott a second chance

John Mackey said he has been thinking about this and it reminds him of his own situation and how he was referred to the CRC and the board wouldn’t address his issues.

Per said this is an institutional kind of thing, a matter of process, the board is acting as the fact finder and the complainant.  He thinks it would be better to go back to square one.

Marliese—it is a shame that so much energy and business is going into this area, the board has the responsibility to take care of the station.

Grace was part of the group that put the bylaw together in order to give the board tools to ensure that it is not held hostage by one member. 

Barbara—not familiar with this situation but happy that there is a process, ability for the majority of a board to remove someone that is seen as interfering with the board’s work.

Bill—has been observing and this is a more open process than at another organization that he works with.

Judy asked Scott if he wanted to comment on the complaints after she reviewed them—Scott wanted to interrupt.  She gave him 15 minutes to respond—

Scott ‘s Statements:  asked if any members wanted to talk, no one did.  Scott said on Thursday he told us the way that he wanted us to proceed and that since we weren’t proceeding in the way he wanted it to that the process was unfair.

He said it is about power and control and that it remains to be seen who will have the power and control in the future, one goal of lawsuit is to overturn the 2008 election and then get in a new group of directors. 

He’s asked to talk to the KBOO lawyers many times and was told by Becky Chiao it is a waste of money to talk to lawyers.

2006 email traffic on Indymedia—post by Judy Fiestal “Kboo is a false democracy.”  At that time 10 former board members wrote a letter opposing the bylaw changes.

He would like there to be an open meeting of the members where he can get on a microphone and talk and Judy can have a microphone and talk.

He opposes the proposal limiting member access to the mailing list, we need to follow the law.  He asks that we seek legal advice at a board meeting.

What is this all about?  Responsibility to the people who voted us in, KBOO is moving toward anti-democracy.  Why have a farce?  Why not just have the board self appointed and have no elections?  We did make a new by-law change to appoint board members into vacant spots. Scott thinks that is an erosion.  He’s a spotted owl an indicator species pointing to the  lack of transparency and  lack of open debate, ageism.  Refers to access to registered voters list for candidates for public office.  3 candidates want the membership list now 10 months before the election.  Mother’s milk of politics—mailing list.  Responsibility to the future, what kind of legacy are you leaving?  You think if you get rid of me, everything will be fine because there will be no dissent.  Homogenity vs. diversity of opinion.  Good luck I know what the vote is going to be.  It think there are brave souls who can show more courage than what they’ve shown over the last few months.  Be the conscience of the board, vote no on this.  Then you can work with the new board members who will come in the future.

Judy wanted to set some things straight—wanted to give a context for her comments on democracy—in that election there were more than 1000 people who voted, for a bylaw amendment to pass we needed 2/3rd people to vote in favor so it was democracy.

Scott walked out. 

Judy wanted to provide a context for the prior bylaw amendment vote.  More people voted for the bylaw amendment than who voted for Scott to be on the board.  There was a lot of discussion and debate about the amendment at the time. 

Jamilah—in her experience on the board we do have disagreements and look into things, we aren’t always unanimous.  If he is voted off the board can he appeal?  Judy said no.

Mark said he can run again.  Mark feels the lawsuit alone is enough to vote the person off the board.

Ivonne—he put together the lawsuit and reminded us that the lawsuit wasn’t put together in one day, makes her doubt Mr. Forrester’s intentions toward the station for a long time.  She thinks he will do anything in his power to show that it is his way

Louis—thinks Scott might have been talking about him when mentioning someone who would vote no on the removal resolution.  He might have, he thinks Scott has some good qualities.  But the fact that Scott didn’t answer the charges last Thursday and the lawsuit, has convinced him to vote for the

Arthur pointed out that Scott didn’t address any issues, he attacked the board and the board chair.  It isn’t the responsibility of all the 11 other board members to bend to the one person, each person has a responsibility to act in a positive way.  We will look into whether or not he can run again, not sure of the answer.

Anthony—apart from the personal attacks,  as an organization in the midst of a global recession and declining membership, deficit and costs to defend the lawsuit we have a lot on the boards plate apart from all that.  A lot of nonprofits are struggling we want to see station last at least another 40 years.  We have to make decisive strategic decisions.  We all try to cooperate positively, we don’t always agree.  Mr. Forrester has refused to operate within those parameters, house rules.  We need to address this to keep KBOO alive.

Mark pointed out that after Scott left last Thursday’s meeting he was hanging around the station, he didn’t leave.

Genevieve pointed out that the board has made a lot of efforts to work with Scott and to get along with him and that we all just met as board members, we didn’t know each other before thinks Scott’s actions are destructive to the station.

Jamilah said that she wished that he would stay and address issues, he brings some good things to the table but he left.

Vote called—passed unanimously

Becky moved to direct KBOO staff to ban Scott Forrester from the station.  We view Mr. Forrester’s behavior to be a detriment to the station, and his recent filing of a lawsuit against the KBOO Foundation and the Board of Directors has now placed him as an adverse party.  Mr. Forrester’s presence at the station may give him an unfair advantage in the litigation, and for this reason we are banning him from the station indefinitely.  In addition any communication with Mr. Forrester should be accomplished through his and our attorneys.  Anthony seconded the motion.

Public Comment on the motion

Bill—his reaction to what is happening: even though he spoke on Thursday against removing Scott, now he notices that Scott didn’t address any of the issues, talked louder as he went on.  Scott said since the process wasn’t changed to what he wanted he didn’t respect it.  What he says about the membership lists is untrue, the proposed policy on membership lists comes right out of ORS.  He brought up Judy’s comment out of context.  Shows no respect and then leaves before he can hear people’s responses.  He thinks Scott had an opportunity to participate but didn’t.

Per—would like outside fact finders for timeliness issues.  About 12 years ago there was a guy who ran for the board who was allowed in to record a candidate’s statement.

Lloyd Marbet—question, you removed him from the board but now you are banning him from the station.  Would anyone who sued be banned from the station.  Becky said that it her understanding is that it is customary to ban people who sue KBOO from the station This motion is because of the litigation, not necessarily because of being off the board.  When the lawsuit is over, will be able to come back to the station as a volunteer?  Arthur said that the volunteer coordinator works with people who have been banned from the station with reentry once the ban is over.

Louis pointed out that we did give Scott other chances, in October and January we spent time trying to help him be a productive board member.

Vote called 10 in favor, Jamilah abstained.  Motion Passed

Louis moved that KBOO Board of Directors Direct the KBOO staff to ban Michael Papadopoulos  from the station.  We view Mr. Papadopolous’ behavior to be a detriment to the station and his recent filing of a lawsuit against the KBOO Foundation and the Board of Directors has now placed him as an adverse party.  Mr. Papadopolous’ presence at the station may give him an unfair advantage in the litigation, and for this reason we are banning him from the station indefinitely.  In addition any communication with Mr. Papadopolous should be accomplished through his and our attorneys.  Eric seconded the motion.

Vote called,  10 in favor Jamilah abstained.  Motion passed

Break to eat—Thanks to Genevieve and Adrian for making food for us—Posole soup and vegan bread pudding muffins.

Reconvened at 7:46—Mark Allyn and Jamilah left they weren’t feeling well.

Review of CRC decision—Jan Senten (Aka Uncle Mort) is appealing a decision made by the CRC to the board.  Judy read a statement from Jan which was a list of things he was unhappy with about the way Arthur has handled his appeal of Chris Merrick’s decision.    Attached

Grace and Erin are present to answer questions, Arthur left the meeting but is still in the building.

Anthony said that it is his understanding that Uncle Mort is appealing a CRC decision but didn’t follow the process.  Grace said that Jan’s show was cancelled, the CRC didn’t look into the reasons for why.  Jan did not cooperate with Arthurs’ attempts to meet to discuss his appeal of Chris’s decision to cancel the show.  Arthur might have looked into the substance of Jan’s complaint but Jan didn’t cooperate, therefore Arthur allowed Chris’s decision to stand by default.  Since Arthur didn’t review the merits of the station cancellation neither did the CRC, they just reviewed whether Arthur’s decision to uphold Chris’s decision and the CRC decided to uphold Arthur’s action.  Grace noted that Jan was dismissive toward staff and had insulting language in emails and uncooperative.

The CRC followed the flow chart process—Jesus Estrada and Chris Merrick were CRC members who did not

Anthony moved to uphold the CRC decision on Jan Senten’s appeal.  Genevieve seconded it.

Discussion—Ivonne said some people are upset about the program changes.  She wants to make sure whether there was profanity or something?  Judy said there was no determination about why his show was cancelled.  Arthur said it was about pledge drive participation and that he thinks it was unfortunate that Jan didn’t participate in the process.

Louis thinks there should be no appeal of the CRC to begin with.

Vote called:  7 in favor  Joe and Erin abstained.  Motion passed.

Genevieve stated that even though this board’s vote means that we support the CRC process, we encourage him to continue to volunteer with the station.

Judy encourages the CRC to do a user friendly guide to the process—a 1 pager thing.

Amendment to Bylaw will not be discussed tonight—but Grace wanted to say that she is concerned about the availability of the membership list and she would like limits on how candidates use the information.  Confidentiality agreements and enforcement, opt in/opt out options.  Is concerned about member privacy.  Ivonne said that we have discussed this.  Erin wondered what we should do in the interim to respond to the requests for the list.  Judy said now this is up to our lawyers because the list is now related to the litigation

Development Strategy

Arthur said we need to focus on fundraising.  We hired a membership assistant for a 2-year period in summer 2007.  The membership department has been running well.  But the membership director hasn’t been doing more development work.  Arthur is working on planning in advance of the end of the 2-year period talking to Sun and Andrew they were receptive to the idea of restructuring things.  Sun’s position is going to end August 10, 2009.   Arthur said he is also going to look at the Outreach position and how the whole department works together.  Joe and Genevieve will be asked to get involved as board reps to the development committee and he’ll bring Justin in to the conversation too.

Joe said that he appreciated getting to spend time with Justin at the retreat Saturday.

Finance Proposal—Mel Reslor was hired on a temporary basis as a finanace assistant and we are also paying a contract bookkeeper.  There is a proposal from the Finance Committee to create a new position of Finance Coordinator as a 30 hour a week job at $18-$22 per hour depending on experience which at the top end equals an amount equal to the highest KBOO pay rate for a full-time position.  The reason to pay more is to be able to hire a qualified person who can do the bookkeeping work and the work that Mel is doing. 

Arthur talked to the staff about this and they are supportive of this.  Ani said that Michael McGuard had made this proposal years ago when he was here.  Mel is also supportive of this.  The proposal also provides for a bonus for Mel if he stays on the job for the transition.

Ivonne asked what is the hiring period.  Arthur said the fastest he’s seen is a hire effected is 2 months.  It will depend on what the posting period is. 

Louis moved that we authorize the hiring committee to proceed as proposed.  Joe seconded.

Judy tried to put into effect the lessons on consensus decision making from the retreat which includes hand signals.  The motion passed.

Creation of the hiring committee for the job--  Scott Beauvais, Sun or Ani will be on the committee, Arthur will be on the committee.  We need one or two board members.  Arthur would ask that Anthony be appointed given his experience.  Becky volunteered but said that she didn’t want to chair the committee.  Ivonne is worried about the time commitment.  Genevieve said that she might consider it.  Anthony and Becky were appointed to the committee.

Decision making Process Proposal—Modified Consensus Proposal
We will be trying to educate people at the station in the following month.  We’d like it to be used by committees.  We need to do some publicity about it.  The document should be on the web and brought to the committees.

Directors and Officers Insurance and Employment Practices Liability policy—we got a quote from one insurance company they will h.  The insurance won’t cover the existing lawsuit.  It will cover future issues.  $1905/year for 1 Million per year total both D&O and EPL or $2150 for 1 Million per year on each.

Consent Agenda:

Pendleton resolution--attached
Minutes from January meeting approval

Anthony moved to approve the consent agenda—Erin seconded.

Vote called:  unanimous.  Consent Agenda Passed.

Commitments

Effectuate motion to exclude—communication with Scott and Michael through the lawyer?  Judy will coordinate with our lawyer—give him the resolutions, her letter before posting or putting on the website.  Arthur will send Judy text about the banning from the station.  Arthur will communicate with the staff.

CRC decision.  Becky will contact Jan, copy Arthur.

Anthony and Becky are on the finance position hiring committee

Board members should bring decision making process to committees

Anthony will look more into the insurance

Louis will follow up with Mike Brown on Pendleton.

Jamilah is signed up for food at our March meeting.

Eric volunteered to work on recruiting a new board member to replace Scott

Public Meeting adjourned at 9:11.

We entered into a closed session at 9:24 to discuss pending litigation

We left at 9:59.

Appendices

Documents Attached—

1.  Email from Jan Senten:

In lieu of my personal five minutes, I request the following be read aloud (for those who missed it prior to the meeting):
 
Please deal with the proper questions tonight, as outlined in my two briefs:  are there conflicts, attitudes and failures that prevent AD from being the decider of fact?  Yes.  Did he or anyone else ever do the Basic Case Development in my case?  No.   Did CRC follow its own procedures?  No.  Did I get a fair hearing on the merits from anyone yet?  No. 
 
My basic conflict issues with AD are described elsewhere but include:
Gross inattention and disrespect for  all my questions & arguments in trying to prepare for a hearing (see correspondence);
Total disregard for inappropriate and unusual secret staff conduct, including failure to immediately write up charges;
AD's refusal to admit or deny his own involvement in said meetings and pledge drives;
AD's failure to admit to his own cooperative incident with Mort in the crucial fall 08 pledge drive, tending to undermine CM's claims to contrary(see emails);
Failure to engage in Basic Case Development (see briefs):  including total disinterest in my  witnesses,  clarifying CM's vague claims; not reviewing to crucial airchecks, 
Failure to acknowledge kboo's warning step rule and others relating to open process;
Failing to produce my personal kboo  file;
Failure to respond to suggestions for mitigation, eg reinstating my show pending next pledge drive.
AD's general refusal to lay out the station's case at the proposed hearing;
AD's refusal to allow taping of that hearing;
A generally hostile, dismissive attitude not in keeping with my long service to kboo  or the circumstances alleged;
Totally onesided action attempting to finalize my termination, following my November appeal.
Complete failure to consider other station & listener interests affected by show's sudden and unexplained departure.
The remedy is for the full board to develop the case and decide it.
 
Sincerely
 
Jan Senten

On Mon, Feb 16, 2009 at 8:44 AM, Jan Senten <mortski@easystreet.net> wrote:
 
I am prepared to give up ALL my due process claims in this case and walk away. 
The KBOO board need not decide ANY of this boring crap, even though my evidence and witnesses are quite good and rules have been broken. You can forget about warning steps, basic case development, witnesses, mediators… all of it, so we can focus on one easy question:
I invite the FULL KBOO board to kick back and let Mort put a rope around his own neck next Monday. with other programmers attending. Tell Merrick to play  the  aircheck highlights that got Mort fired, the "Worst of Uncle Mort" if you will! Let his own mistakes dig his grave.  Then vote on what you heard.  Merrick claimed that I "at least twice, cut a pitcher off in the middle of their pitch, claiming that they had exceeded their time limit of the 'clock' we follow for pitching...placing your needs above kboo's...in effect sabotaging your program..." If you hear those things on tape, then vote me out.  Simple. Easy.  ...Unless those things never happened.Let's find out.
Put another way, I AM CALLING CHRIS MERRICK A LIAR. Those cut-off moments never happened.  The ball is in Merrick's court, and he should be so glad to finish me off.  Like pornography, you should know bad radio when you hear it.  You are the court of last resort.  Clear the air for twenty minutes. Hear me screw up if i did.  Then you will have no questions about fairness.
  If Chris can show --to a majority of  FULL KBOO BOARD-- that I had a bad attitude and cut off two pitchers during last fall's pledge drive-- then I will apologize for those errors and end this case. No more appeals, nothing.  You be the judge.   vote up or down on this ONE EASY QUESTION. (The rest of the vague claims have never been developed so you're not missing much.)
 HOWEVER:
 If Chris refuses to produce those highlights, or if he cannot persuade you that i was out of line, you will know that Chris has been wasting everyone's time and not yours truly.  My bet is he will make excuses, change the subject anything to avoid this reckoning. Make him do his job.  If the airchecks exonerate me, the Board agrees to apologize for Chris's misconduct, DISMISS HIS CASE AGAINST ME completely, and return my show to the airwaves.Can't get any more fair and simple than that.( I would expect a  reasonable day/early evening time like I had before, ending by ten pm). 
None of you presumably wants to rubberstamp a LIAR.   Play the tapes or come prepared to discuss due process. 
Sincerely
Jan Senten

On Thu, Feb 12, 2009 at 4:51 PM, Jan Senten <mortski@easystreet.net> wrote:

ROCKAHOLICS ANONYMOUS / TERMINATION  TIMELINE '08-09
 
 
11 OCT           Fall Pledge drive ends  (29 sept/6 oct =Rockaholics)
13 OCT           secret staff mtg to TERMINATE Rockaholix:  NO written charges
22 OCT           program guide deadline: November  rockaholic listings go to press
23 OCT           phone call from Chris, sez details in writing are being sent
28 OCT           my email to AD, asking why no written charges yet
                        AD reply #1 :  I'll look into it
                        AD reply #2 :  I've asked CM to write it up
30 OCT           written charges arrive in mail
Letter to AD demanding temporary reinstatement, complaining of due                       process violations etc.
2 NOV                        'olive branch'second letter to AD when no reply from him: 
3 NOV            AD reply IGNORES request for reinstatement/promises  FOLLOWUP/seeks hearing
 
12 NOV          'silence is argument' email to AD sez no followup done
                        AD reply: I'm doing gf followup (but gives no examples)
                        "if you set pre conditions I will let CM decision stand without further investigation"—what about email arguments & due process??               
 
14  NOV         M2AD:  agree to mtg/taping/what 'preconditions'?  orig docs you promised/required.
AD reply:   claims it will 'not  a hearing or a trial'  (it's an interview!)
                        A chance for ME to talk / no record of his intv with CM!
                        Doesn't mention followup promise
                        No taping allowed!
20 NOV          I file an appeal with the Board to review hearing requirements, complain of bias etc.
                        --later that day AD reacts with 'disappointment' and says he will let CM's order stand.
21 NOV          Erin Brand emails Mort with offer to be an observer.
Early DEC      phone call, Erin & Mort.  Erin surprised how cooperative I seem to be. She says she cannot organize a CRC til after the holidays.
Mid DEC        Mort supplies additional aircheck evidence from own archive, unsolicited
5  JAN             Erin Brand writes that the newly appointed CRC will meet within a week or so.
Mid JAN         first and only CRC meeting.
30 JAN            adverse CRC decision
10 FEB            appeal to full board


2.  From CRC

From: erin b <uncle_eb@yahoo.com>
Subject: CRC, Mort, the Board
To: arielle3@yahoo.com, "Arthur Davis" <manager@kboo.org>, "chris merrick" <chrism_8032@yahoo.com>, graceh@spiritone.com, alea.adigweme@gmail.com, estradaja@hotmail.com
Cc: apetchel@botc.com, "Becky Chiao" <becky@herfingertips.com>, "Eric Robinson" <wiseramerica@gmail.com>, "Genevieve Matthews" <eveiveneg76@hotmail.com>, "Ivonne Rivero" <ivonnerivero@hotmail.com>, "Jamilah Bourdon" <electlumbia2006@gmail.com>, "Joe Azavedo" <krayzfingers@gmail.com>, "Mark Allyn" <allyn@well.com>, "Scott Forrester" <clackamas9@aol.com>, uncle_eb@yahoo.com
Date: Wednesday, February 11, 2009, 1:47 PM
Hi all
 
I'm sending this to the Board, CRC members and Arthur, until the Board reviews this at a future meeting, let's keep it amongst ourselves. I have given updates about the CRC and Jan Senten (Uncle Mort) at the last few board meetings, in closed session, but I know it's been late when this has happend, so I'll give another synopsis. I'm also copying the CRC decision, which Mort referenced in his email, it is at the bottom of this letter.
 
Mort did not cooperate with the conflict resolution process. Arthur interviewed parties involved with Mort's conflict (Chris and Ani) and had the airchecks reviewed. Arthur continued to try and set up meeting times to interview Mort, without success. Mort has continued to allege that he is part of a set-up, that there's a secret agenda out to get him, etc., this is why he feels he can't get a fair hearing.
 
We are trying to be consistent at KBOO with policies and practices, including dealing with tough situations that involve intense emotional reactions. Mort is not getting his way, so he is trying to dictate the process...this is not going to work because we are trying to hold our boundaries and not let people peck away at staff and board until they get their way.
 
This being said, Mort does have a right to bring the CRC decision to the board. If you look at the KBOO Conflict Resolution Process flow chart in the KBOO board packet, to the far right you will see where Mort's case is at. The CRC determined Mort's case was not appropriate for mediation; Arthur arbitrated by default, which the CRC found was not discriminatory or biased, the decision came because Mort would not meet with him. The CRC arbitrated that Arthur's decison would stand (follow the long arrow from 'Not appropriate for mediation' down to 'CRC committee arbitrates'), you'll then see that the CRC can make a recommendation to the Board of Directors, this is apparently what Mort is asking for.
 
The Board can simply decide to let the CRC decision stand. I will talk with Judy to see if we have time for this at the Feb. 23rd  board meeting. If anyone has more questions, feel free to contact. Please read the CRC decision and the appropriate materials (Policy #5) in the board handbook for more background.
 
---Erin
 
 
KBOO Conflict Resolution Committee
Decision Regarding the Case of Jan Senten  (January 30th, 2009)
 
The notification of conflict that was filed with the Conflict Resolution Committee (CRC), on Nov. 20th and again Dec. 3rd, 2008, stated that your conflict with the Station Manager (Arthur Davis) is because he “never did follow up”, in a “good faith” effort to find resolution to your conflict with the Program Director (Chris Merrick). Implying that Arthur’s arbitration to uphold Chris’s decision was insufficient because he did not follow through.
The question the CRC asked when reviewing this case was:   Did Arthur Davis act in an inappropriate manner when he decided to arbitrate by default, and uphold the Program Director’s decision? After reviewing documents (emails between Arthur and yourself and between Board members and yourself) and speaking with both parties (conversations CRC member, Erin Brand, had with Arthur and with yourself), the CRC finds that Arthur did not act in a discriminatory manner when upholding the Program Director’s decision.
The first notification of conflict you filed with Arthur Davis on October 28th, stated “Please arrange to hear my appeal soon.” The Conflict Resolution Policy (Policy #5) requires the Station Manager to “conduct basic case development” within fourteen days of a notification of conflict being filed. In your case, Arthur interviewed Chris Merrick and the Volunteer Coordinator (Ani Haines), after she had listened to the air checks, and was trying to set up a time to meet with you to further understand the situation and work towards a solution. Over the next few weeks, emails show Arthur offering specific times to meet on at least four occasions. Arthur stated several times that if you did not follow through with meeting , Chris’s decision would stand. 
We acknowledge you had concerns about the impartiality of a review from Arthur, but you were given a second chance at following through with the case development by the CRC, with Erin Brand offering to be present at a meeting between Arthur and yourself. In order for the Conflict Resolution Policy to work, all parties must cooperate with the procedures. Given your lack of participation in the process, the case development was unable to move forward, and thus, Arthur arbitrated by default.
Though we know you would like to have a meeting/hearing where all involved parties state their positions; that opportunity has passed. The CRC’s scope of involvement in conflict resolution does not include hearings based on an employee’s decisions, other than the Station Manager’s.  Arthur’s decision was to arbitrate the conflict by default; because he was unable to set up a meeting time with you, he let Chris’s action stand. We do not see that Arthur’s decision was based on discrimination or bias, but simply on a lack of cooperation on your part.
The CRC has the capacity to set-up mediation between the Station Manager and the person filing the complaint, however, in this case we do not see this conflict involving Arthur, and thus inappropriate for mediation. Therefore, the CRC has decided in this case that the action of Arthur to arbitrate by default and uphold Chris’s decision is affirmed.
 
Respectfully,
KBOO Conflict Resolution Committee


3.  Decisionmaking Policy


Decision Making Process Proposal
Draft for comment developed by consensus at the KBOO Board-Staff Retreat, Feb. 21, 2009


Proposed:  KBOO board will adopt the following general process for group decision-making as organizational policy.
Definitions: Throughout this proposal member refers to a person who has met the requirements of participation for a specific decision-making body and is authorized to act on matters pertaining to that group. Existing groups at KBOO include Board, Committees, Staff, and Workgroups. The board is responsible to exercise all powers of the corporation unless responsibility for a decision is delegated through existing policy, job description, or group agreement.
1.KBOO will use a consensus process for all decisions made by all groups.
a.We strive for the active agreement of every member of a decision-making body because consensus-based decision making fits our values of community, emotional maturity, diversity, and creativity.
b.Consensus means that all members present and deciding an issue affirm that the process has been fair and the proposal meets KBOO’s standard of acceptability.
c.A fair process means all members present and entitled to participate in decision making have had a chance to voice their perspectives, ideas, and concerns and the group has done its best to create a solution that serves the best interest of the organization.  
d.KBOO’s standard of acceptability is that all members present are willing to accept the decision and respect the outcome of the group.
2.Members of KBOO decision-making groups recognize and accept the following general responsibilities of participation in consensus-based decision making:
a.Members may present proposals to a decision-making body in which they are a member.
b.Proposals will follow an established format which ideally includes background information and details such as relationship to charter, goals, and values; expected impacts on KBOO finances, staff, volunteers, and community; timeline; and process for stakeholder input.
c.Group members agree to participate fully in discussions of proposals. Each will serve the best interest of KBOO, share relevant wisdom and perspective, listen respectfully to the needs and concerns of the whole group, and adopt creative solutions that move KBOO toward its goals.

3.KBOO members participating in decision making will recognize and use hand signals to facilitate consensus building.
a.4 fingers indicates total agreement
b.3 fingers indicates willingness to support
c.2 fingers indicates willingness to accept the proposal
d.1 finger indicates a need for more information.
e.0 fingers (a fist) indicates principled opposition, a block, based upon the belief that the proposal violates KBOO’s mission, values, or the law.
4.For each meeting, a group will select a facilitator who will act in a guardianship role to implement the consensus process.
a.The facilitator will conduct the meeting, draw all participants into discussions, provide for full consideration of proposals, and ensure that the process meets KBOO’s standards of fairness and acceptability.
b.Facilitators may continue to participate as members of the group except they may not exercise principled opposition. Expressing opposition compromises the facilitator’s neutrality which is essential in fulfilling the obligation to provide for full consideration of proposals.
5.If a group cannot reach full consensus the following modifications may be exercised:
a.The group can delay the decision until its next meeting if the delay will not negatively affect the work of the board, staff, committees, or station as a whole.
b.After honest consideration of all concerns, the group may proceed with consensus minus one and note the nature of the opposition in its record of the decision.
c.If the group cannot proceed using consensus minus one, a member of the decision-making body may request a vote, in which case a proposal may be passed by a simple majority of those present and voting.
6.Adoption process:
a.This proposal will be introduced at the KBOO board meeting Monday, February 23, 2009, and followed by an outreach and comment process to inform and involve committee members and active participants in KBOO decisions.
b.The board will consider feedback and adopt a final proposal at the March 2009 board meeting.
c.The policy will go into effect Monday March 30, 2009 and be used for a period of one year. During this time a comments box and email will be available. The board will consider comments and recommend any immediate changes after 90 days and conduct a formal review of the decision-making process in March 2010.
d.A training will be held in April for members of decision-making groups to learn about using the consensus process and gain skills for facilitating effective meetings. Training materials and resources will be available to all members to support the transition to consensus-based decision making.


4.Pendelton Resolution Information
Resolution to Transfer Pendleton Signal to a Local Pendleton Nonprofit Group
KBOO Board of Directors is excited to assist in establishing a community radio station in the Pendleton area. Our desire is that this radio station will be controlled by a group that is compatible with KBOO mission and values with primary content to be produced in the Pendleton area, recognizing that the station must reflect and support the local community.

1) KBOO will initiate a buyout with the local competing applicant after KBOO receives sufficient funding from the Pendleton group to cover costs of reapplication, attendant engineering work, buy-out, and any related attorney fees (approximately $5500).

2) KBOO will transfer ownership and control of the license for the Pendleton frequency that KBOO applied for, to an interested nonprofit group to be established in the Pendleton area. This buyout and transfer will take place after:
establishment of a Pendleton nonprofit group that is interested in taking over this signal.
FCC approval of the buyout and transfer.

3) If buyout, related attorney and engineering costs (including necessary minor change to limit signal area) comes in under budget, we will reserve money for the Pendleton project. After KBOO Pendleton work is completed, any surplus funds will be returned to the Pendleton non-profit group.

4) If buyout and related costs are overbudget, Pendleton nonprofit group will continue fundraising until all costs of the buyout and transfer are payed back to KBOO.

5) Tracking of Pendleton donations and expenditures will be accomplished by a separate general ledger code and a Peachtree job code to designate and track these funds separately in our accounting system.

6) Pendleton non-profit group may work out an agreement to air portions of KBOO programming, either live or pre-recorded, but the goal of both groups is to establish a locally-based community radio station.

7) If we are not able to transfer control of the station to a local Pendleton nonprofit group as described above, then we may choose to sell the signal. If such a circumstance should occur we will reimburse Pendleton expenses to the local supporters to the extent that the sale allows.

8) The transfer of the frequency applied for is being done in good faith, but the Pendleton nonprofit group understands that KBOO cannot guarantee FCC approval, signal strength, coverage areas, or patterns of the potential signal applied for, nor if it will be possible for KBOO's on air signal to be transmitted to the Pendleton site if desired.

9) The Pendleton nonprofit group acknowledges that KBOO has already invested $4000 to $5000 in the application process to this point that has resulted in KBOO being in the position of transferring the signal to the Pendleton nonprofit group.

 

Meeting of the KBOO Board Of Directors, 2009/02/19 Special Meeting

 

SPECIAL MEETING OF THE KBOO BOARD OF DIRECTORS

Thursday, February 19, 2009 

Cliff Jones, Senior Associate with TACS, facilitated the meeting.  Board President Judy Arielle Fiestal called the meeting to order at 6:31 p.m.  The following were present: 

Board Members 

Mark Allyn

Joe Azavedo

jamilah bourdon

Erin Brand

Becky Chiao

Judy Arielle Fiestal

Scott Forrester (left after giving statement at opening of the meeting)

Genevieve Matthews

Anthony Petchel

Ivonne Rivero

Eric Robinson

Lewis Sowa 

Community and Staff 

Chris Andreae

Mari Bertuccio

Celeste Carey

Arthur Davis

Per Fagereng

Ira Frankel

Cliff Jones (Facilitator)

John Mackey

Yvette Maranore

Lloyd Marbet

Adrain Mathews

Chris Merrick

Bill Michton

Darlene Moore (Note Taker)

Mary Orr

Randy Roop

Laurie Sonnenfeld

Kathleen Stephenson

Tenzin Sterab

Barry Sutton

Joe Uris

Kate Welch

Rabia Yeaman

Michael (last name unknown) 

Judy welcomed everyone to this special meeting of the Board of Directors, which was called because of complaints that have surfaced against Board Member Scott Forrester.  She asked Board members to look at the various complaints contained in the packets that were distributed to them.  

There were introductions around the room. 

Then Scott Forrester said that he wanted to make a statement because he was not going to stay for the meeting.  (Cliff, Judy and others asked him to wait to make his statement, but he insisted on making his statement before the meeting began.)   

Scott said that people should be aware that a contracted person is running the meeting, but that it should be a meeting of the KBOO Board of Directors, run by a chairperson.  He said that complete due process, free of bias, has not occurred, and that this meeting should be canceled and another rescheduled.  He said that the charges should be sent to him in writing with supporting affidavits; he should be allowed sufficient time to refute the allegations; he should be allowed to call character witnesses; an audio recording of the proceedings should be made available to everyone who has an interest in KBOO; the meeting should take place in a room that is large enough to accommodate all who want to attend; some people couldn't come because of illness; there is a legal risk that could cost the Foundation money at a time when expenses continue to be greater than revenue.   

After making his statement, Scott again demanded that the meeting be canceled, and then he left. 

Becky Chiao said that Scott didn't give the Board a chance to respond to his statement, and that his leaving without talking about it is part of the problem. 

Cliff said that this is a special meeting of the Board that was called in accordance with KBOO's Bylaws.  He said the Board has the responsibility of dealing with the complaints that have been made against Scott.  Cliff reviewed the Agenda, including KBOO's House Rules and Core Values.   

Complaint 1 

Judy discussed the first complaint against Scott, which is that Scott gave the home addresses of the Board members to volunteer Michael Papadapolous, who sent a letter to the Board members threatening to sue the Station. 

Complaint 2 

The second complaint is regarding a call that Scott made to member and volunteer Tremaine Arkley on January 5, 2009, at 8:00 a.m., in reaction to an email from Tremaine to Scott regarding Tremaine's perceptions of KBOO in Corvallis.  Tremaine perceived Scott to be rude and argumentative during the conversation and said that Scott hung up on him.  Tremaine sent an email to Arthur Davis on January 5, 2009, regarding the call.  Judy read Tremaine's January 5th email to Arthur (which is contained in the Board's packet) and said that Tremaine also sent an email to Scott stating that he did not appreciate the conversation or that Scott hung up on him.  

Mary Orr (?)asked if she could ask a question.  Cliff asked her to wait until Public Comment and she responded that she had a clarifying comment.  There was some discussion about how to deal with clarifying comments, during which Anthony Petchel suggested that time be allotted for clarifying comments at the end of the meeting.  Cliff said that Public Comment will open with clarifying questions/comments.) 

Complaint 3 

Program Director Chris Merrick was asked to discuss the third complaint against Scott, which is that on January 13, 2009, Scott made statements at a Program Committee meeting that were hostile to members of the Committee and led to a perception by some that the Board does not act properly, and that Scott's behavior incited a member of the Labor Radio Collective to report what Scott said as support for their position that KBOO acts unfairly and makes program changes with little thought. 

Chris introduced himself and told the meeting that as Program Director he attends every Program Committee meeting.  Committees are advisory to the Board and do not have authority to act.  The Board assigns objectives to the committees.  A year ago the Board created programming goals, one of which was to increase listenership.  Although all Board members may not agree with a decision made by a majority of the Board, they are required to carry out the decision once it has been made, and this occasionally causes problems. 

Three employees and fifteen volunteers were present at the Program Committee meeting on January 13th.  At the meeting, Scott identified himself as a Board member and said that he was opposed to the goals of the Board.  He urged the Committee to stop the work it has been doing, and said that he was making this request as a Board member.  The Chair listened to him but said the meeting would continue.   

Scott also said that he is opposed to the idea of retreats, and that holding a retreat is a violation of law and an act of cowardice. The Program Committee said that it would still have its retreat, and Scott said that he would conduct an email campaign against it. 

In addition to the above, Chris said that Scott has continuously emailed correspondence and asked for copies of minutes of past meetings.  Board members cannot ask employees to perform work; only the Station Manager can do that. 

Judy then told the meeting that Scott was voted in at the last election.  He didn't come to the first Board meeting but by October 28, 2008, a number of things happened that caused the Board to issue a letter of reprimand to him.   

Complaint 4 

Arthur Davis was asked to discuss this complaint, which is that Scott has disregarded a number of requests to disclose the name of a donor. 

Arthur told the meeting that KBOO may have an opportunity for a frequency in Pendleton, and that certain steps have to happen for this to occur, including that if KBOO does get the opportunity, the money has to be available immediately.  The minimum cost is $5,500. 

The Board said that if Pendleton people can come up with the money, that money could be used to pay for the frequency. Scott wanted to get local support for this, and the Board asked him to contact people in the Pendleton area, which he did.  He said that he had funding covered – that he had approximately $3,500 that he could access immediately, and that he had a Portland person who would be willing to make up the difference between what Pendleton comes up with.  Arthur has been in contact with the Pendleton people, who say they are prepared to do fundraising but anything else is less than clear.  Scott either cannot or will not give the name of the Portland person although he has received multiple requests to do so.  Arthur said that if Scott is talking with a major donor, it is important for Arthur and Development to know who that person is so they don't approach him or her on something else.   

Complaint 5 

The fifth complaint against Scott is regarding inappropriate treatment of Staff.   

Judy read Ani Haines' complaint regarding Scott's disregard of her requests that he pay for the copying of files.  (Becky added that the copying of the files did not have anything to do with business that was talked about with the Board.) 

Arthur said that he has had interactions with Scott in which he has felt intimidated.  There was a power outage.  John Mackey hooked up temporary batteries to keep the Station on the air.  Scott asked John to go to the transmitter site (at the West Hills) but John didn't want to do that because he wanted to be at the station when the power went on, which was supposed to occur in 45 minutes.  Arthur told Scott that he agreed with John, and Scott told Arthur that he would hear about this during the Board meeting.   

Before the election Scott invited Arthur to lunch and Scott spent an hour and a half talking about what was wrong with KBOO.  Scott told him that some Board members have problems with the Staff, that he already has allies on the Board and that he knows how to play hardball.  Scott asked Arthur not to share their conversation.  Arthur found this to be threatening. 

Jenka said that Scott told her that he thinks she is hard on her volunteers and doesn't give them the time and training they need.  Jenka said he probably watched her doing her job for ten minutes at the most on a couple of occasions.  He said that when he heard that she was going to take over the training he felt uncomfortable with that because of his observations.   

Joe Azavedo asked Jenka if Scott ever worked with her on the news, and she said that she only helped him a couple of times. 

Judy told the meeting that when you are on the Board you have a special responsibility.  Being on the Board you supposedly have power over the Staff but in reality if he had problems with Jenka he should have talked with Arthur. 

Arthur said that Jenka has received excellent reviews regarding training. 

Jenka said that a few days later Scott apologized, but he did so when she was on a deadline so they didn't get to talk. 

Complaint 6 

Anthony said that starting on October 15, 2008, right after the election, Scott called into question Anthony's status as a member of the corporation.  Scott told Anthony that Anthony was not elected in a valid process and requested that he step down so that someone whom Scott preferred could take his place.  Andrew Geller has confirmed that Anthony was a member of KBOO before the election.  The Board issued a reprimand to Scott because of this.  In addition, Anthony has said that Scott has stated that the 2008 membership meeting did not have a quorum and the elections were not valid.  Last night (February 18th), Scott questioned Anthony's ethics as far as being on the Board and being a banker, but that is why he was elected – to help with the Station's finances.  

Arthur added that Scott obtained a membership list to use for his campaign but that he lost it and requested another copy.  There was a mistake in the date in the footer of the second list, and that was the list he used to analyze the election.  (Scott lost that list too.) 

Judy added that Scott brought up three issues in a recent email, and she responded to each issue by email, one of which was that there are no minutes before 2007, which is not true. Although Judy had responded to how the charges were not true, Scott was persisting that these items by brought up in front of the board. 

Complaint 7 

Complaint 7 deals with other questionable behaviors – i.e., about giving false information that KBOO has been using the principal of its endowment and that Scott attended a KBOO Willamette meeting without communicating with the Board's liaison and distracting that meeting from its agenda by campaigning for re-election to the Board in 2009.  

Arthur said that a member called last week and said she had heard that KBOO is making withdrawals from the principal of its endowment, which is not true.  Arthur asked her where she heard this and she said she couldn't say.  Scott is the only person who has ever brought this up. 

Judy said there was a Willamette Group meeting on February 16th and the Board assigned Genevieve Matthews to be the Board liaison.  Tremaine wrote an email to Judy regarding an email he received from Michael Papadopoulos when Tremaine asked Michael how and why Scott attended the meeting.  Michael said that since KBOO invited Genevieve, he invited Scott because Scott has been the only Board member interested in KBOO's presence in Corvallis.  Tremaine was very concerned about Scott being so negative about KBOO and doing nothing to further KBOO's presence in the area.  He totally derailed that meeting.   

Cliff opened up the meeting for clarifying questions. 

Mary Orr (?) said that since only Board members have copies of emails, it is unclear who sent emails to whom, and she asked for clarification about which complaint numbers correspond with which complaints. 

Joe Uris said that he was confused as to Michael Papadopoulos' role in all of this.  Judy said that it depends on the issue.  In terms of the KBOO Willamette meeting, he invited Scott because he didn't accept Genevieve as Board liaison.  He also sent the Board members a letter to their home addresses threatening to sue everyone, and he obtained the addresses from Scott. 

Per Fagereng asked if all the points in Complaint 7 were covered.  Judy said that Scott gave false information that KBOO has been using the principal of its endowment and that he attended a KBOO Willamette meeting although he was not the Board-appointed liaison.   

John Mackey asked how the Board knows that Scott gave the addresses to Michael.  Judy said that Michael told someone who told Judy. 

A community member (name unknown) asked for a copy of the Board packet.  Judy said that it is being kept within the Board because it contains allegations only and it could be defamatory to Scott if it were circulated to the public.   

Jenka asked Judy if she was withholding the name of the person who told her that Scott gave the addresses to Michael because the information was given to her in confidence.  Judy said yes.  Judy also reminded the meeting that Scott made the decision to leave after he made his statement; if he had stayed, he would have been able to respond to the allegations. 

There was a discussion about how the rest of the meeting should proceed.   

Cliff opened the meeting to public comment. 

Rabia said that Board members have a special volunteer investment but ultimately they are like anyone else who volunteers.  She said it's easy to cross the line and project yourself as a Board member, and if that happens and someone tells you about it, you would want to take precautions not to let it happen again.  It could even happen a second time.  But when it happens repeatedly, then that is a real concern, and the Board needs to make a decision that ensures that others don't have to endure what Anthony has described.   

John Mackey said that about a week ago Judy asked him if he had any problems with Scott.  He said it was refreshing to him because when he had two grievances previously, in which he felt that his livelihood was being threatened, he never got his due process, but now that the Board feels threatened, it is taking action.  He said it would be nice to know if Scott shared the addresses rather than assuming that he did. 

A member of the community (name unknown) said that he knows Scott but until he came to the meeting tonight he didn't know anything about this situation.  He said that he is concerned about how some real truth can be arrived at given the manner in which the information has been made available.  He said he would hate to be in a situation where he said the wrong thing at the wrong time and was then drawn into a proceeding like this one. 

Per said that KBOO's grievance procedures seem to have changed a lot.  At one time, an outside person would have been assigned to investigate.  What are the levels of punishment?  Expulsion?  Nothing?  Nothing that Scott did at the Program Committee meeting was at this level.  There was a lot of confusion about when he could speak, and his conduct did not rise to the level of being brought before the Board. 

Michael said that he was very concerned a couple of years ago when the Board passed an amendment to the Bylaws to allow the Board to remove members, because then it becomes a self-appointing board.  He said he is also concerned about the bylaw amendment that allows the Board to appoint members to fill vacancies.  He said that a lot of the issues brought up tonight are relatively recent, and it appears that complaints have been "piled on."  He said it seems to him that the action could have been resolved differently. 

Mary said that it was good to have Cliff facilitate the meeting, but that we need to hear from Scott regarding the things that were said here tonight.  She said she is very interested to know what the Board is going to do.  She has a feeling that this has been discussed behind the scenes.  Maybe some of the things could have been dealt with on an individual basis, and she hopes that they are handled that way – separately – to find a solution to each one of them.  She said that perhaps the Board has in the back of its mind that it has a bylaw that allows it to toss people out. 

Yvette said that before coming here tonight she heard somewhere that a KBOO reporter said that Jenka was controlling and that maybe people who don't agree with the general sentiment might not have come to the meeting.  She said that Scott is stubborn, like Yvette is, and that perhaps KBOO should use that to its advantage.  It is a "red flag" that there is no discussion about questions.  The Board has a duty to the Membership to try to get along with Scott.  

Barry Sutton said that Scott has expressed antagonism and controversy and has pushed his authority on people.  He seems like a "Republican torpedo" put here to fracture KBOO with doubt.   

Joe said that this situation was inevitable with the change in the Bylaws.  Only direct testimony should be allowed – not hearsay.  He said that his observation of Scott is that he is angry and does not share the Board's values and that this could lead to lawsuits – an endless process, endless set of problems.  He says this with despair and awareness.  KBOO must decide on what it can do within the law.  His observation is that KBOO doesn't have a process in place that seems to be adequately just to deal with this kind of problem. 

Lloyd said he has served on the boards of three organizations on which Scott was also an elected board member.  He knows that Scott can be difficult to deal with but he should have rights.  He agrees one hundred percent with what Joe said.  How are you going to determine the truth of the allegations that have been made?  Some allegations have been made by Board members which raise conflict of interest.  Complaints have been aired publicly but information has not been made available to the public.  He looked at KBOO's website and looked at the policy regarding conflict resolution, and he thinks that in keeping with its vales KBOO should use mediation. 

Laurie Sonenfeld said she thinks this is a very good test of KBOO's attempt to maintain a more humane process.  She asked how the new conflict resolution policy deals with the rights of someone who has a difficult personality.  She asked how much training Scott was given about being a Board member and relating with staff.  She said that when she was a Board member there was nothing like that.  If he wasn't trained, then expulsion is inappropriate.  There is a problem with having a bylaw about removing a Board member and the language is too vague. 

Bill asked how this can be done and be fair to all, including the KBOO community?  He said that he doesn't think we can do this under the bylaw that was instituted about the Board being able to remove one of its own.  He has worked with Scott, and Scott has a good heart and a lot of anger.  He is on the right side of social justice issues but not good at putting it into practice person to person.  Bill said that we do Scott and ourselves an injustice by not having due process. You can't make a decision based on hearsay. 

There was a short break, after which Cliff discussed with the meeting the basic questions that he heard from the Public Comment: 

  • What process is the Board going to use to determine the truth of the allegations?

 

 

  • How do the new conflict resolution policies deal with someone who has a right to be here but has a difficult personality? 

 

 

  • Would mediation be a better means of resolution?

 

 

Becky said that her perception of the purpose of this meeting was to discuss as a Board what the complaints were from Members, Staff and Board members and give Scott a chance to respond, which he chose not to do, and then have a Board discussion.  The Board has to respond to Staff complaints. 

Chris reminded the meeting that the bylaw that allows the Board to remove a member for cause was voted on by the Membership.  He thinks that Becky is right that the reason for this meeting was to begin the discussion but Scott walked out.  He said that Scott wants to influence the outcome by threatening legal action and this could be seen as intimidation.  He has already said that if he doesn't get what he wants he will cause harm to KBOO. 

There was a discussion about whether the Board's should have a discussion in an open or closed session. 

Erin Brand moved to have the Board discussion take place in a closed session but that no action should be taken until the meeting on Monday (February 23rd).  Joe seconded.  Cliff called the vote:  Eight voted in favor, Becky opposed; the motion carried. 

The public meeting ended at approximately 9:30 p.m.

Meeting of the KBOO Board of Directors, 2009/01/26

 

MEETING OF THE KBOO BOARD OF DIRECTORS

Monday January 26, 2009

 
Board Members Present: 
Becky Chiao 
Anthony Petchel

Joe Azevedo

Erin Brand

Judy Fiestal

Eric Robinson

Jamilah Bourdon

Genevieve Mathews

Mark Allyn

Scott Forrester

Ivonne Rivero (late) 

Staff and Public Attendees:

Ani Haines

Arthur Davis

Marc de Giere

Toni Tabora Roberts

Robert Rogers, Engineering Department volunteer

John Mackey

Chris Merrick

Mr. Archer 

We appreciate Anthony and the Bank of the Cascades for hosting us tonight for the meeting. 

Judy facilitated  Jamilah was timekeeper Becky took minutes 

Eric brought food 

Meeting Called to Order at 6:00 or so--we started with introductions. 

Web Report by Marc de Giere 

Marc has been working for about a year.  His focus has evolved from training and moderation to include new online ways to engage with the public beyond radio shows—web 2.0. 

Data is tracked via Google Analytics.  Traffic has increased overtime.  People spend less time when they come-bounce rate which could be people just linking to the stream to listen.  There is a new layout.  We now have iTunes compatibility but we aren’t listed on iTunes which requires registering each show individually.  Some shows have their own websites, Marc is reaching out to them to use the KBOO site.  The schedule is updated and easier to update.  There is a new influx of web volunteers. 

Judy asked what the challenges are for the department:  Training—still about 25 shows without a web presence work to get people to imagine how the web can be used.  Video is a new thing we can have post on the website.  Blogging allows anyone to publish on the web.  Marc is training people on ways to blog and include links to relevant info.  Second webstream is a topic that comes up, Marc thinks there needs to be more discussion about it.  The current audio stream is from the live broadcast.  We can have a second stream using software and we can program whatever onto it—having a second live stream would be a lot of work, but we could do premade stuff or certain live programs. 

Arthur mentioned the idea of fundraising on the web.  He was talking to the manager of KGNU at Boulder.  It works when people are listening on the Web—certain nationally known shows.  It is hard to charge for content when there is so much for free.  He said that he has been impressed with the work that Marc and Roger (our site developer) have been doing.   

There is a public radio exchange (PRX.org) site where you can post stuff for people to download and pay a fee to KBOO.  We’ve decided that KBOO and programmer co-own it and can distribute materials produced at KBOO.  Policy 15 might need to be amended. 

There is a new membership registration form that is hosted on our site instead of offsite.  Marc has plans to add a KBOO store to the website in an update that is due to be completed in April which will include a more visually appealing look and will include a change in the drupal programming that will make it easier for Marc and others to make changes. 

Marc is a half time employee we recently allocated $6000 for web upgrades.  Judy asked if that is a limitation.  Marc said that he has more volunteers, if he had more money he’d probably purchase more things—licensing music, more web developer time. 

New Logo—Marc reported.  Toni was also on the committee with Andrew.  They volunteered to work on it.  Toni, Andrew and Marc meet together regularly because their work overlaps.  Before there were multiple logos—we didn’t have a good digital file for the other logos.  They worked for 6 mos. to 1 year.  First worked with Brash creative from the Art Institute.  Consulted with volunteers.  The first version didn’t get much support.  Started from scratch with a contest.  Looked at goals for the logo—readability, scaling, incorporation of the mission,   The color isn’t necessarily set.  Some people have commented that it looks like a bra.  Ani said volunteers coming in for membership drive have liked it.  Genevieve asked if it could be tweaked?  Marc said talk to him.  We are releasing the logo to designers who are using it for other publications.  If people want to do something they need to speak up soon. 

Program Changes Report—Chris Merrick 

The evening changes have been made.  There were some delays due to the membership drive.  Some changes have already been made to the morning schedule.  Kathleen has a proposal for a new weekly am schedule.  From surveys it appears that people prefer newsbased heavily produced shows.  We’d have news shows at 9 am, Flashpoints and Air Cascadia on at 10 and Community Arts and Culture shows from 11-12.  We could do this shuffle in March.  Start working with the program committee on this at the next meeting.  Most programmers put in applications to renew their shows and we have a dozen or so proposals for new shows.  The committee needs to review those.  We would start with pilots.  March 5-9 we have Marilyn Pittman who will train all 175 programmers on a common standard of excellence—production and presentation.   

The Spring drive will be two weeks at the end of May.  Kathleen’s sabbatical is scheduled for May/June.  We’d want to changes planned before she left. 

We have a grid for evaluating all of the current programs that have asked to be renewed to evaluate areas such as compelling topic/guest, preparation, presentation, engineering, community connection, commitment to diversity, KBOO obligations, KBOO outreach, web presence. 

The plan has been to look at the schedule in chunks so that it is manageable for the committee.  We don’t have a lot of advertising; we rely on word of mouth for publicity to let people know changes have occurred.  The transition could be expected by the fall 2009 drive.  Judy asked who will do the critical listening?  Chris said anyone can, the information is online, program staff will do reviews, the committee members will do it also.  A grant from an anonymous funder will provide times for the program staff do just do program reviews and have people fill in.  Joe asked what about having the committee listen to 10 minutes of every show.  Chris said that that doesn’t work that well.  Genevieve said that people on the committee did select shows to listen to evaluate.  Sometimes when there is a “problem show” the committee has listened to air checks together. But for the full program review that would be too much to do in the committee.  Programmers will get individual feedback.   There is a lot of concentration because most listenership is in the morning so that is where most of the improvement efforts are focused.  Mr. Archer comments about the loss of the am news.  Chris responded that we tried to keep the am news alive for many years but we weren’t able to keep up with it, but we do have Air Cascadia now.  Judy asked how they are going to deal with people who haven’t signed up on the web yet.  Chris said that Marc is doing a good job keeping track of this and we’ll have training.  Web presence will be required.  The next program committee meeting is Feb. 10. 

Break 

Pendleton Update—Robert Rogers—engineering volunteer wanted construction permit to be picked up.  Has talked to people in Pendleton.  Judy said we want a report from Scott.  Currently at issue is $3500 to settle with Oremus, to secure the license.  The additional $1500 for lawyer and engineer fees won’t be due right away.  Becky and Arthur questioned that thinking that the lawyer fees would need to paid up front to seal the deal with Oremus.  There is a KBOO donor who has offered to guarantee the $5500, people in Pendleton are excited.    Scott doesn’t think that any further action by the Board is necessary.  Pendleton would like their money contributions to count as free memberships.  Brown Broadcasting wrote to the FCC saying that there is something pending so they’ll hold off.  Judy asked whether it would be KBOO that would be transmitted at the new station.  She asked what engineering resources would they expect.  Scott’s response was that the engineering would be a couple of years down the road and that there is no decision about what would be broadcast.   

Robert works in the area of building radio—he says that there is a lot of commercial radio there.  We should hold the place for the people in Pendleton.  We’ve spent money that we might not get back, but we are close to getting the CP (construction permit). 

Arthur said it would be good to have a written pledge for the money.  The issue of the gift memberships hasn’t come up in the past.  If one person gives the $5500 and then gets paid back from the Pendleton fundraising then it is a loan. The idea was that we might have needed to act quickly before the Bush administration went out, but that doesn’t seem to be needed.  Scott said it is fine if it is a stand alone station or if we give them our programming.  The donors want to make sure that their gift is earmarked, not put into the general account and that they’ll get any excess. 

John sent an email tonight and then called Mike Brown.  John sent incorrect information before.  In the case of a legal settlement, we can transfer the license from the moment the CP is issued.  Therefore, he would recommend that we go forward to get the CP and even if people in Pendleton don’t move forward we could possibly recoup our earlier investment. 

Manager Report—Arthur Davis—has been working on insurance, board staff retreat and the Meyer Memorial application.  He’s been looking at decision making.  He’s having staff look at their work plans which flow from goals and objectives.  We haven’t had work plans in a while.  Based on performance reviews, he is coming up with priority lists with the staff.  The staff can’t do everything so helping to prioritize in line with the goals and objectives and job descriptions should help. 

Arthur wants to take time off in September for several weeks. 

Translators—goal to move Hood River translator and then catch the signal in the Dalles.  It didn’t get done before the site got snowed in.  So now that is pushed back to April possibly.  We couldn’t schedule the install with the company.  They did the Corvallis move and said they lost money.  So our projects get lower priority.  We’re still running KBPS in the Dalles. 

Policy on Legal Matters—Resolution from Arthur-- Proposed Language: 

Legal Matters 

Legal Matters shall be handled by the Board President or Station Manager or any person or group appointed by the Station Manager or a majority vote of the board or Executive Committee.  Attorneys to represent KBOO are selected by the Station Manager or by a majority vote of the board of Executive Committee.  Other board and staff members shall not contact KBOO attorneys, individuals involved with potential or actual litigation or other legal complaints against the station, or the legal representatives of potential or actual complainants. 

The KBOO Board wishes to ensure that:

  1. Complainants and counsel receive a consistent message from the station.
  2. KBOO does not spend excess time and money on legal matters
  3. Board members do not use confidential or proprietary information to undermine the organization.  Board members have a duty to be loyal to the corporation and not to get involved with those who may be contemplating litigation.  Affirmatively, board members should notify the board if such efforts are made.
 

Scott said that it should be made clear that the executive committee only acts in emergencies when the full board can’t meet.  He would like the lawyer here at meetings to give advice about what these things mean.  He would suggest that the policy apply to only actual litigation and not contemplated litigation.  It is his position that this would require a change to the bylaws. 

Anthony moved to approve the policy resolution.  Mark A. seconded.  10 in favor, 1 opposed 1 abstention.  MOTION PASSED 

Minutes from January 5 meeting:    On the frequency update—Scott said that I should take out the “Humane Society and Legal Aid” make it individuals and groups.  Take out sentence that says talked to people in Corvallis.  Anthony did suggest that we strive to bring in one new member each meeting.  Ivonne had thought it meant bring a new person to be a board member. 

Scott moved to approve the minutes with those corrections.  Mark seconded.  11 in favor, 1 abstained.  MOTION PASSED. 

Proposal on Open Meetings:  Scott disagrees having a board retreat that isn’t open to all members.  We voted last month about it.  The program committee is having a retreat to look at the daytime schedule since they didn’t get to all of the items on the agenda.  Scott’s impression is that the chair of the committee made it clear that people not on the committee would not be welcome at the retreat.  He thinks that anyone should be able to come because the program changes are big.  He would agree that those who are not committee members can’t participate if there are time constraints.  He gave the example of a City Council meeting.  He thinks that when the committee is doing committee work, it should be open.  Scott quoted the message from Chris in the program guide which says the public is invited to board and program committee meetings. 

He would like the board to make it clear that the program committee should not have a closed retreat. 

Scott moves that the board direct the program committee to have all of its meetings open including the upcoming retreat and that the board work on a open meeting policy.  Mark seconded the motion. 

Ivonne said that she has been to many meetings and work groups and lots of participation has been invited.  Some programmers don’t understand why the changes are occurring.  She said that this has been a lot of work and that if all of the meetings were open to non-committee members that they would not be able to have gotten any work done.  KBOO does invite participation but there are rules about the committee.  Any one who wants to join the committee by showing up 3 times in a row.  She supports the self-governing of the committee.  It will take a lot of work to complete the schedule review.  

Louis pointed out that the motion did not include limiting non-committee members to just observing, not participating.  Scott said he’d take that as a friendly amendment. 

Amended:  Scott moves that the board direct the program committee to have all of its meetings open to non-member observers (not to participate) including the upcoming retreat and that the board work on a open meeting policy.   

Ani said that the program advisory committee has always used retreats to not have to start of scratch with new people each time and move things forward.  She also pointed out that Chris actually has the authority to change the schedule and the committee just advises here. 

Joe asked if there would be minutes from the retreat.  Becky said she didn’t think so. 

Judy said that she wants to support the program committee in the difficult work the board asked them to do.  She said that sometimes the discussions do end up to be like personnel discussions about individual programmers.  Erin agreed, there is a time crunch to get work done before Kathleen’s sabbatical.  Arthur said that it is also helpful to have a time where the group isn’t speaking publically so they can throw out ideas. 

Anthony said he thinks and easy solution would be to take minutes. 

4 in favor of the motion 6 opposed  2 abstentions  MOTION FAILED 

Consent Agenda—Mark moved to approve the consent agenda, Judy seconded. 

Scott mentioned that the Meyer Grant proposal is for a lot of money for market research and that we should have done that before we made the program changes.  He also said that on the goals and objectives—he’d objected to the increases in underwriting and ran for that as a candidate, so he doesn’t support that part.  Becky responded that it was clear during the last board term from the NFCB and loss of CPB funding that we would have to make schedule changes right away.   The last board did try to do “market research” using volunteer efforts to inform the program committee’s work but we saw that we didn’t have the volunteer capacity and decided to seek funding to do more in depth work. 

Consent Agenda passed unanimously. 

Commitments—Do people want to do more work on the logo?  Erin suggested letting it go, bumper stickers are about to be printed.   

Scott and Arthur agreed to work together to pin down the fundraising issues on the Pendelton project.  Arthur will talk to Scott’s contacts.  The board wants the money before any expenses are approved. 

Judy reminded us that the membership drive is this week thru Saturday.  People can be supervisors if they’ve done it before or do other shifts.  Ani said there is still time to sign up—but there are only a few phone shifts open—Saturday and early days. 

The next meeting is the board staff retreat at the Quaker meeting house on SE Stark—February 21 9:30-5:30.  We’ll hear more about it. 

Arthur’s time off?  Does anyone want to discuss it?  We don’t think we need to pass something but will bring it up in closed session. 

Arthur will talk to Zale to about including the new policy in our policies and with Judy to get it on the web. 

Public Meeting adjourned at 8:45. 

We entered into a closed session at 8:52. 

Reopened Public meeting:  The board set a special meeting for Thursday February 19 at 6:30 pm   Genevieve will reserve a room at KBOO and post a notice on the bulletin board.  Judy will announce the meeting on the website.  Joe will make a cart.  The agenda will be to address complaints about a board member. 

We adjourned around 10 pm.

Board Statement Regarding Outgoing Station Manager

Arthur Davis and Station Manager Position

At the January 25th KBOO Board meeting, the Board of Directors accepted the recommendation from Arthur to lay him off. This was done in order to affect budgetary savings which will decrease the deficit, and in light of the unsustainable nature of the station manager position in its current form. This was a very difficult decision to come to.  Arthur has provided valuable guidance and insight to the Board, and in collaboration with the KBOO community has accomplished a great deal.

Though Arthur’s service at KBOO precedes his time as station manager, his three-and-a-half plus years in the position have brought positive changes with tangible results. Arthur’s priorities during his tenure have been to improve behavioral expectations and conflict resolution; as seen by the adoption of the KBOO House Rules and subsequent trainings related to this matter. He has also worked with the programming committee to enhance program quality and scheduling,  reconfigured Finance to bring about a more simplified and efficient department, and worked with Sun to create a viable and productive Development Department as an additional stream of revenue and public relations for the station.

Arthur’s final date of employment is yet to be set, but will occur sometime in mid-February. No decision has yet been made about station management in the interim. We will be working with Arthur and the staff over the next few weeks to further a transition that is effective and congenial; there are a lot of bases to cover.

A permanent replacement for Arthur will not be sought at this time. We are approaching this situation as an opportunity to evaluate KBOO’s annual operating expenses, organizational structure, decision-making process and the culture at the station that, at times, can be very challenging. We see this as a chance for everyone at KBOO to commit to deep reflection, not only to identify our shortcomings and areas for improvement, but also to reaffirm the inspiring and empowering mission at KBOO and set common goals for the future.

We hope that after he leaves as station manager, Arthur will return to the radio station volunteering in the areas of strategic planning, fundraising, and finance. We truly wish him all the best in whatever life brings, and thank him for his long years of service to the station.

 

KBOO Board of Directors – January 27th, 2010