KBOO BOARD Minutes
KBOO BOARD Minutes
Monday, November 28, 2011, 6:00-9:00 p.m.
Facilitator: brush
Minuter: Marc
Vibes:
In attendance: Michael, Judy, Paula, Alicia, Chris A, Keller, Sw Conser, Lyn, Hadrian
Staff: Ani, Zale, Chris
Public: Gary Betts, Louis Sowa, Kurt Lauer, Becky Chaio, Shaheed Haamid
1. Ground Rules & Focus: brush
· brush defines his role as meeting facilitator
2. Agenda Review: Conch
· A request was made for an agenda slot for "new business"
· Agenda approved
3. October Minutes Approval: Marc
For: 8
Stand Aside: 1
Opposed: 0
Public comment
Gary Betts re:KBLU
4. Public Comment I
· Gary Betts representing KBLU spoke about the challenges and progress regarding starting a community radio station (KBLU) in Pendleton using a frequency owned by KBOO
5. Staff Evaluation volunteers: Ani
· A request for volunteers to be on staff evaluation teams
· Keller -Development Director
· Conch-Web Coordinator
· Lyn-Membership Director
· Marc-Engineering
· Alicia-PM News
6. Staffing Needs Assessment Group
Judy
· The Staffing Needs Assessment Workgroup is currently in the middle of things
· Judy explained the handouts she had emailed
· Those documents are broken down into short-term recommendations and long-term goals
· There may be a reallocation of responsibilities among the staff
· The group is also investigating the automation of certain tasks
· Outsourcing IT responsibilities will free up staff time but there is a question of where the money will come from to pay for such a contract
· A clarification was made that the IT contract under consideration is separate from the IT contract already in place
· Possibility of recommending a new administrative position to take on basic administrative tasks and coordination
· A suggestion was made to keep other workgroups informed on the progress of the staffing needs assessment workgroup so as to not duplicate work
· The group hopes to have a recommendation before the next board meeting.
7. Staff Collective update
Judy & Zale
· There is an effort to look at a staff collective in a broader view with alternative structures such as a management team
· Questions have come up about whether someone can opt out of a collective management structure
· If so, would that apply only to new hires or could a member of the collective decide to opt out at any time
· Perhaps there would be a period of time where a staff member would decide whether to join the collective
· Survey results have been communicated to the board and staff
· On the survey, a staff member reported intimidation. Staff has no specific information on intimidation or threats of retaliation, due to the confidentiality of the survey. Short of breaching a person's privacy
· Question of how the board addresses an atmosphere of intimidation
· The staff is questioning whether they have the skills required for a collective management structure
· Concern was expressed that the staff has had a year and a half to debate the idea of collective management and still has not reached consensus
· Question about what the impact of the survey has been on the staff
· There has been some interest in board/staff retreat to further investigate the idea of how a collective would look
· Interest in the board concerns being brought to the staff
· A request was made for a decision-making timeline
· Does a decision need to be made by the January meeting?
· The collective will hopefully have something by January
· A concern arose over the ability, under collective management, of KBOO maintaining a consistent long-term vision
· Another concern involved potential liability for the board in a collective management structure
· How will the collective management be compensated?
· Staff survey shows support for collective management with some qualifications
· 90% think collective management should be tried
· 50% of staff felt that having a station manager is not a viable option. Although 2 staff felt that having a structure with a shared management by 2 - 4 people could be a good option
· A concern arose over the use of staff hours in developing a plan
· The process needs to move along
· Regarding the issue of intimidation, a staff members present is not aware of any intimidation
· Strong support for a final deadline to make a decision
· Belief expressed that there are the skills among the staff to operate in a collective management model
· Are there further ideas on the “management track” model?
· Full collective vs “management team” models
· Some discussion regarding the process for the staff/board retreat (ie: dates, place, etc)
· Concern expressed that there is not the collective long-term memory on the board and that this has all been done before (specifically, holding a retreat to discuss collective management) and, therefore, what is the point to do it again if nothing has changed?
Motion: Whoever is interested, submit an agenda, place, time, and date for a retreat to the board via email for the board to decide whether to have a retreat.
Seconded
For: 7
Abstain: 1
Opposed: 0
Keller and Alicia will set an agenda and make a plan
8. BREAK
9. Closed Session
Motion for closed session for personnel matter
Seconded
Consensus
Open session
Motion: Affirm the actions taken by the Finance Coordinator regarding Engineer salary issues
Motion: Send to Personnel and Governance Committee the question of Board of Labor and Industries compliance.
Consensus
10. Background on the Chehalis Transmitter
Conch, Debbie, Chris M
Motion: Table agenda item until December meeting
No second
· KBOO was granted a permit and had 90 days to decide whether the transfer the permit or begin construction
· A challenge was made to the license
· The appeal tolled the 90-day deadline
· KBOO won the first round of appeals
· FCC ruled that KBOO gets the frequency
· An additional appeal has been filed, we have responded
· We are likely to prevail in this round of appeals
· If we win, we have 90 days to begin construction or transfer the permit
· Common Frequency agreed to compensate KBOO costs in exchange for the license which it would hold for a non-commercial station
· Concern expressed that the license is costing KBOO money at a time that we are cutting staff hours
· Was there board approval to continue forward with the application process
· There was an attempt to bring to the executive committee but no meeting was scheduled
· Concern expressed that the $9000 was not included in the budget
· Did the board ever approve the initial amount and did we approve the additional expenses
· The purpose of the motion is to affirm the board’s decision from two years ago to move forward with acquiring the license
· If we decided to retain the license for ourselves, would we be in breach of the agreement with Common Frequency?
· Yes, we would need to settle with them
· If KBOO kept the license, would we need to change it?
· No, it can be a repeater without a change
· Comment that the board never approved that the foundation would run a station
11. Motion: “That the KBOO Foundation retain the Chehalis FCC
license for use by The KBOO Foundation and its
members.”
Motion withdrawn
· Comment that no costs will be expended between now and December
· A concern that board votes are aspirational and the staff needs to operationalize and if no money then no action
Motion: That requests for Executive Committee Meetings be made by phone and email
Seconded
For: 7
Abstain: 2
Opposed: 0
Note: Paula would prefer just an email.
Board requested further updates on the Chehalis Transmitter issue
12. Board meeting facilitator discussion and vote
Decision on whether to continue with brush as
board facilitator
Conch
· It appears the be the sense of the Executive Committee to extend the facilitation contract for three months
· There is also a call for clarity in the distinction between the facilitator and board president and training
Motion: To refer to the Finance Committee to determine and propose a fair rate for the facilitator
Motion Seconded
Consensus
Motion: For a three month extension of the facilitator contract and opportunity to extend and clarify the role of the facilitator.
· Discussion about whether the facilitator should be a facilitator or a a trainer
Motion Seconded
Consensus
13. Motion: To refer to the Personnel and Governance Committee the task of developing a board calendar.
· The calendar should include at least:
o board meeting dates
o schedule of staff reports
o due dates for agenda items
o Return to board in January meeting
Motion Seconded
For: 8
Absention: 1
Opposed: 0
14. “That the KBOO Foundation recount all the 2011 ballots, 10 minutes
including the 12 ballots rejected by Linda Barkus, CPA,
for not having a signature on the envelope”
· Motion & Decision
Michael
No second
Motion: To affirm that the election was done according to all procedures and Oregon law
Seconded
For: 5
Abstain: 2
Opposed: 1
15. Agenda Item Request Form
Marc & Conch
· Item withdrawn
16. Committee Updates:
· Personnel & Governance
o Stuck at the Development Director Job Description
§ The personnel/governance committee made changes to the job description and forwarded it to the board this past July. No board action was taken
§ Request was made that the altered job description be sent to the board for review in December.
o Considering proposing changes the Section 8 of the bylaws
§ A draft will be created for the future to present to the board
§ Had a presentation on the staff hours
· Nominations Committee
o See minutes
· Programming Committee
o Spintron is working well (music identification software)
o Occupy Portland second stream going well
o Surveys workgroup will talk to Lyn
o Firesign theater will be broadcasting to replace a show
· Finance Committee
o concern with Interim Development Director and the open hiring process
o Wants process to move foward
o Staff would like to move forward
o Job description not appropriate
o Board needs to advise on the job description
o Ani, Zale, Alica, Paula, and Judy someone to email to move process forward
· Development Committee
· Engineering Workgroup
· Strategic Planning Workgroup
o Talking about how to keep board informed
17. Public Comment Period II
Future Agenda Items
1. Reinstatement of Marcus Mosseley/Spider Moccasin
2. Motion to refer to Personnel and Governance Committee
re: E-mail communication and vote
“I move to refer to the Personnel and Governance Committee
these questions about board, staff, and committee emails:
a. Is KBOO required to have board, staff and committee
email lists that are open to anyone who signs up for them?
b. If not required, what guidelines should we have about
who can be on board, staff, and committee email lists
other than board, staff, and KBOO members
currently serving on a particular committee
Hadrian
dev staff member job description
KBOO BOARD MEETING MINUTES
OCTOBER 24, 2011
Directors present: Paula, Lyn, Marc, Alica, SW (Conch), Judy, Keller, Michael, Chris, Hadrian
Directors absent: Marie
Public attendees: Kurt Lauer
Staff atendees: Zale, Ani
Commitments:
-Keller to write a letter to Maire
-Judy to provide an update in November on the Staffing Needs Assessment analysis.
1. Board Check-In
2. (Re-)Intro of brush as Facilitator
Brief discussion on decision-making process
Consensus model vs Roberts Rules of Order
3. Approval of agenda
Michael moves to add an agenda item to discuss a proposed recount in regard to the recent elections
No second
Michael moves to add an agenda item regarding the failure of the Personnel and Governance workgroup to do what it was charged to do by the board. Specifically, to have the workgroup seek consultation with legal counsel regarding whether the combination of the committees is permitted by the foundation bylaws.
Seconded
No support
Board consents to the agenda.
4. Approval of Board Minutes
Board unanimously approves the September 2011 minutes.
5. Personnel & Governance Workgroup Update & Vote
The question for the board is whether to recombine the Personnel Committee and Governance Committee
Some concern expressed over lack of a board representative on the Governance Committee
A request was made to refer the issue back to the workgroup or a new Governance Committee to do what it was charged to do or, in the alternative, for the board to act without the advice of the workgroup.
It was clarified that there are more board members of the Governance Committee
The Workgroup proposes to recombine the Personnel and Governance Committees
A summary of the report was presented to the board
A motion was made to recombine the Governance and Personnel Committees to the status quo ante.
Motion seconded.
For: 6
Opposed: 0
Abstain: 1
Motion passes.
6. Appointment of Board Officers & Committee Liaisons
President: S.W. Conser (Conch)
Vice-President: Judy Fiestal
Treasurer: Paula Small
Secretary: Marc Brown
Member at large: Keller Henry
Concern about the number of board members on each committee
Paula moves to limit each committee to no more than two voting members
Motion seconded
Desire for secret ballot expressed
Paula moves to amend the motion to vote on each committee as a whole aside from the Personnel/Governance Committee and Nominating Committee
Amendment seconded
For amending: 8
Opposed to amending: 0
Abstain: 1
Vote on the motion as amended
Board consents
For: 9
Opposed: 0
Secret ballot held for Nominating Committee
Marc: 9
Lyn: 9
Alicia: 8
Keller: 6
Paula: 5
Programming Committee: Lyn
Personnel/Governance Committee: Alicia, Keller
Finance Committee: Paula, Chris
Development Committee: Hadrian, Keller
Engineering Workgroup: Keller
Web Liason: SW (Conch)
Strategic Planning Workgroup: Judy, Chris
Nominating Committee: Marc, Keller, Alicia, Paula, Lyn
7. Public Comment I
BREAK
8. Motion to Remove Maire Cullen-Gilmore, Board Member, for cause
Motion presented by Paula:
I move to remove Board member, Maire Cullen-Gilmore, pursuant to Article VI, section 8(b) of KBOO Foundation's bylaws, for "conduct harmful to the corporation."
Motion seconded
A suggestion made that the issue should be sent to the Nominating Committee.
A member moves to send the issue to the Nominating Committee
No second.
A board member asked that the specific behavior be stated.
Absenteeism
For cause: She was listed as attending a meeting where there was a discussion about sabotaging the spring fund drive.
That fact was confirmed by a candidate at the annual meeting
Her behavior has been harmful to the foundation and in conflict with her fiduciary duties to the KBOO Foundation
Is that information hearsay or was it witnessed by someone
It was stated by a candidate who tried to excuse the action as a way to put out information but the minutes of that meeting stated otherwise.
An objection was made on civil liberty grounds
Maire is not recorded in the minutes and may have been asleep during the meeting as far as the board knows
It was pointed out that the board needs directors who attend meetings
Attendance is a separate issue
Maire is absent from the board meeting again
Amendment to the motion: To remove for failure to attend board meetings pursuant to Article VI, Section 8(a) of the KBOO Foundation Bylaws for missing three or more board meetings per year, including the annual meeting.
Amendment seconded.
Board consents to the amendment
Vote on motion as amended
For: 7
Opposed: 1
Abstain: 1
Motion passes.
Keller proposes that she write a letter to Maire
It was pointed out that the letter should come from the secretary
Secretary proposes to delegate to Keller to write a letter
Board consents.
9. Staffing Needs Work Group Update
Judy explains the history and process of the workgroup
The group felt that neither proposal had a strategic view
The group recommends to temporarily accepting the staff majority proposal, for 90 days, to reduce 5 hours from every full time position.
The workgroup will be empowered to take on a staffing needs assessment.
Motion to approve the proposal as follows:
“The Board endorses the staff majority proposal to cut hours in positions TEMPORARILY - for ninety days. During that time the Staffing Needs Work Group will develop a plan to do a “staffing needs assessment” at the station and make a recommendation on staffing needs by the December board meeting. In addition, all interim hires will continue until a staffing level proposal is determined.”
Question raised regarding the benefits for the Youth Advocate Trainee Coordinator
A director wants to stay with the original recommendation with the benefits cut
Motion to amend the proposal to remove the Youth Advocate Position from the proposal and send the question of paid time off (PTO )and comp time to the Personnel/Governance Committee.
Motion to amend seconded
Board consents to amending the proposal
For: 9
Opposed: 0
Vote to accept the proposal as amended
Board consents
For: 9
Opposed: 0
Judy will provide an update in November for a vote in December.
10. Public Comment II
Meeting Adjourns
KBOO BOARD OF DIRECTORS MINUTES-September 2011
Board members present (during quorum): Chris Andreae, Kurt Lauer, Judy Fiestal, Erin Brand, Keller Henry, Michael Papadopoulos & Paula Small.
Board members absent; Becky Chiao (gave notice of absence from the meeting), Hadrian Micciche (gave notice of absence from the meeting, Maire Cullen-Gilmore & Mireille Villarqui.
Pete Meyers resigned prior to the Board meeting.
Board members-to-be-seated: Alicia Olson, Lyn Moelich, S.W. Conser & Marc Brown.
Members of the public: Debbie Rabidue, Andrew Geller, Per Fagereng, John Mackey
(Note: Quorum not present. All notes prior to quorum are informational only.)
Thank You to Outgoing Board Members / Welcome to Newly-Elected Board Members
Paula thanks the outgoing board members
Ani thanks the outgoing board members on behalf of staff and thanks new board members
(Re-)Introduction of brush as Board Meeting Facilitator
Thanks everyone for participating in meetings
Explains his role to support the board and facilitate communications and focus conversation and clarify process
Public Comment I
Andrew Geller
speaking as a single staff person
asks the board not to make budget decision that would hamper fundraising
Discussion on whether the public comments should be recorded
Orientation/packets/nominating committee
introduction of new board members
Brainstorming what should be in the packet
Questions regarding decision-making process
Orientation on Oct 17
Keller has a request from personnel committee to set up a process to improve communication between board and committees
Need to get feedback on development job description
Erin passes out letter from CPA with audit letters and financial statements
(quorum reached at 7:12, Meeting called to order)
Review of the findings and conclusions of the audit by financial coordinator
7:21 FY12 Budget Proposal from Finance Committee & Vote
7:23 Propsal has a $15,000 deficit in financial committee recommendation
7:30 Questions regarding proposal
How do we quantify volunteer hours?
Request for more details on development position
7:40 BREAK
7:55 MEETING RESUMES
Budget proposal continued
Staff salaries discussed
finance committee recommends a lump sum for employee costs
working group would consider everything and determine specifics
8:05 Staffing wages 9.3% decrease in proposal
8:10 discussion on staffing details
8:15 Erin moves for the board to approve budget proposal
Paula seconds
Vote called
In favor 6
Opposed 0
Erin asks for clarification on the makeup of the workgroup
Finance coordinator describes the recommended makeup
Question regarding whether the meetings will be open
Answer: dealing with personnel issues so not open
(8:21 quorum lost)
(8:27 quorum regained)
8:27 Erin moves to form workgroup to get staffing levels for 2012 budget
Chris seconds
Workgroup to consist of the following:
Board representative
Staff representative
Finance committee representative
Personnel committee representative
Debbie
Vote called
In favor 6
Opposed 0
8:30 Erin moves for board to approve extended hours for the finance asst and admin asst through end of november
Keller seconds
Vote called
In favor 6
Opposed 0
8:32 call to designate board representative
discussion
(8:35 Quorum lost)
Executive committee will meet at a time to be announced
NEXT BOARD MEETING OCTOBER 24, 2011 at 6:00 pm.
Regular Meeting of the KBOO Foundation Board of Directors, August 22, 2011
Place: KBOO offices
Proper notice of the meeting was given.
Present: Keller, Paula, Kurt, Becky, Hadrian, Pete, Michael, Chris A.
Absent: Judy, Nia, Maire, Mimi
A quorum was present.
Staff liaisons present: Zale, Ani
All times p.m.
6:08 Board check in.
6:13 Public comment period #1.
617 Reintroduction of Brush as facilitator.
6:23 Approve July 2011 board meeting minutes.
Becky makes a motion to approve the July 2011 minutes.
Erin seconds the motion.
6 for
0 oppose
1 abstains
The motion carries.
6:25 Governance Committee appointments and charter.
Keller makes a motion to recombine the Governance and Personnel committees into one committee.
Becky seconds the motion.
Hadrian makes a motion to refer such issue to a workgroup for review of whether such recombining action is permitted by the bylaws or in the best interest of the foundation.
Discussion that led to above-worded motion: Keller believes we should have consulted with the committees and its members; we acted rather than consulted. She offers the rationale of the original combination being convenience, as the two committees consisted of the same members. Ani concurs. Michael reiterates that decision at the July 2011 board meeting re creating the Governance committee was within the board’s power and binding and is hesitant and vigilant about the dangers and risks of reversing that decision. Ani quoted language from a document re something “not limited to”; that the PersGov Committee could be combined. She also wants to know what the Governance Committee’s charge would be. Erin agrees with Paula that the two committees should remain separate. Hadrian raised a point of order, calling for the issue to be referred to the proposed ad hoc committee. Paula made a friendly amendment, namely, that it not be an ad hoc committee, but rather a workgroup. Hadrian accepted the friendly amendment, then reiterated his motion, merely substituting “workgroup” for “ad hoc committee.” Standing motion is to refer Keller’s motion to a workgroup. Hadrian accepted as friendly amendment: that workgroup have charge of seeking consultation with legal opinion to see if such combination or recombination is permitted by the bylaws.
Kurt calls for the vote.
6 for
1 opposes
0 abstain
The amended motion carries. The workgroup consists of the members of the Personnel Committee and the Governance Committee.
Hadrian makes a motion to appoint to the workgroup one person opposed to the motion just voted upon, one neutral, and one in favor.
The motion is not seconded.
The motion fails.
7:13 Break
7:33 Board member attendance. Maire as example. Straw poll suggested by Brush. Michael believes there to be ADA issues. Keller disagrees. 5 people would put it to an agenda item, 1 would not, 3 abstain.
7:50 Discussion re closed session re personnel decisions.
Hadrian makes a motion to move into closed session to consider people working as independent contractors and temporary employees.
Erin seconds the motion.
Michael makes a friendly amendment that we discuss named individuals. The amendment is rejected.
Kurt calls for the vote.
7 for
1 opposes
0 abstain
The motion carries.
The board moves into closed session.
Hadrian makes a motion to end closed session.
Kurt seconds the motion.
Kurt calls for the vote.
8 for
0 oppose
0 abstain
The motion carries
The board moves out of closed session.
8:52
Erin makes a motion to continue the interim positions of finance assistant, development director, and chief engineer to November 1, 2011.
Keller seconds the motion.
7 for
0 oppose
1 abstains
The motion carries.
Paula makes a motion that Chris Merrick negotiate a contract with Robert Leigh.
Chris A. seconds the motion.
The vote is unanimous.
The motion carries.
8:56 Committee reports
Ballots in the mail. Agenda for annual meeting. On-air forums with the candidates August 29 or 30.
The other committee reports will be submitted in writing.
Director Nia Lewis tendered her resignation, thereby creating a vacancy on the Executive Committee.
Erin makes a motion to appoint Keller to the Executive Committee
Kurt seconds the motion
7 for
0 oppose
1 abstains
Public comment period #1.
Keller makes a motion to adjourn the meeting.
Kurt seconds the motion.
The vote is unanimous.
The motion carries.
Next regular meeting of the Board of Directors: September 26, 2011.
Meeting adjourned at 9:10 p.m.
Regular Meeting of the KBOO Foundation Board of Directors, July 25, 2011
Place: KBOO offices
Proper notice of the meeting was given.
Present: Keller, Paula, Kurt, Becky, Judy, Nia, Hadrian, Pete, Chris A., Michael
Absent: Mimi, Maire
A quorum was present.
6:09 p.m.: Board check in.
6:18: Reintroduction of Brush as board meeting facilitator.
6:32: Consent Agenda presented by Paula.
1. Appoint Pete as Secretary of the Board.
2. Approve June 2011 Board meeting minutes.
3. Approve grant application proposal.
4. Strategic Plan Implementation workgroup.
5. Approve amending bylaws re finance committee
6. Review June’s “next steps.”
7. Approve Brush as Board meeting facilitator.
8. Separate the Personnel/Governance Committee into two committees.
1. Appoint Pete as Secretary of the Board
Erin makes a motion to appoint Pete as secretary.
Nia seconds the motion.
The vote is unanimous.
The motion carried.
2. Approve June 2011 Board meeting minutes.
Judy makes a motion to approve the June minutes as amended, with corrections.
Becky seconds the motion.
Discussion: Michael cannot approve the minutes because they go beyond mere minutes. Refers the question to the governance committee re content of minutes. Becky asks that board members submit suggested changes or amendments to the minutes than approve.
6 for (Erin, Paula, Kurt, Nia, Hadrian, Becky)
1 opposes (Michael)
3 abstain (Pete, Keller, Chris)
The motion carried.
3. Approve grant application proposal.
Grant application proposal (for the Community Consultancy Project of the Organizational Development Network)
Judy makes a motion to apply for the grant.
Paula seconds the motion.
Discussion: Keller asks about additional fees. Hadrian responds that it is a flat $50 fee and we cover our own costs, as necessary, such as printing and mailing. Hadrian will circulate a copy of the application packet.
Kurt calls for the vote.
The vote is unanimous.
The motion carried.
4. Strategic Plan Implementation workgroup
Erin made a motion that the Board support the SPI workgroup comprising Judy, Becky, Chris M., and Andrew.
Nia seconded the motion.
Discussion: Judy stated that the workgroup would merely function as a project manager. Keller stated that she believed the workgroup would flesh out the Plan more, not simply ensure that timelines were met. Michael stated that the proposal under discussion was unrefined and questioned the authority of the workgroup for the purpose of advising the Board, that the Bylaws do not provide for this type of group.
8 for
0 opposed
1 abstained
The motion carried.
5. Approve amending bylaws re finance committee
Erin made a motion to change the Bylaw language with respect to the finance committee (see attached).
Keller seconded the motion.
The vote is unanimous.
The motion carried.
6. Review June’s “next steps.”
Paula stated that everything in the next steps happened.
7. Approve Brush as Board meeting facilitator.
Becky made a motion that the Board contract with Brush for him to facilitate the August and September Board meetings.
Nia seconded the motion.
Discussion: Chris questioned the authority for having brought in Brush in the first place. Paula answered that his references were checked.
Hadrian called for the vote.
9 for
0 opposed
1 abstained
8. Separate the Personnel/Governance Committee into two committees.
No motion, just discussion.
Michael stated that, according to the Bylaws, the Personnel Committee is that the only one that exists; there is not Governance Committee mentioned in the Bylaws. He suggests that the Personnel Committee be separated from the personnel/Governance Committee, and then the personnel Committee can go off and do what it does. If the Board wants a governance committee, the board must create it and charge it. Michael and Hadrian agreed to draft the language for a relevant motion over the break.
7:39: Break
Michael made a motion to create a governance committee under Article 8, Section 3 of the Bylaws to advise the Board on matters of governance.
Hadrian seconded the motion.
Michael restated the motion that the current Personnel/Governance Committee be reformed as the Personnel Committee and that the Board create a governance committee under Article 8, Section 3 of the Bylaws to advise the Board on matters of governance.
Becky makes a friendly amendment to appoint Michael and Hadrian as members of said committee.
9 for
0 opposed
1 abstained (Nia)
The motion carried.
Discussion re Collective Staff Management proposal.
8:47: Keller made a motion to move to closed session to discuss matters relating to individual employees.
Nia seconded the motion.
9 for
1 against (Michael)
0 abstain
The motion carried.
9:25: Keller made a motion to move out of closed session.
Nia seconded the motion.
9 for
0 against
1 abstained
The motion carried.
Further discussion re Collective Staff Management proposal.
Discussion re banning. Referred to Governance Committee.
Review Policy #1: Tabled.
Nominating Committee report: Seeking Board approval to put four positions on the ballot, but only one person had announced as a candidate. Must mail annual meeting notice to members by August 17, 2011.
Personnel Committee report: Prepared to have Board review and approve job description for Development Director.
Next regular meeting of Board: August 22, 2011.
Meeting adjourned at 9:52 p.m.
KBOO Board of Directors
Monthly Meeting
June 27, 2011
Present
Kurt Lauer, President
Erin Brand, Treasurer
Maire Cullen
Hadrian Micciche
Mimi Villarqui
Becky Chiao, Notetaker
Paula Small, Vice President
Judy Fiestal
Chris Andrae
Staff—Ani Haines, Zale Chadwick
Public visitors—
Louis Sowa
Mark Allyn
Per Fagereng
Dave Mazza
Alicia Olson
Herschel Soles
Bruce Silverman
VJ Beauchamp
Kathy Bushman
Yvette Maranowski
Glen Owen
unfinished sentence: Chris in the interests of saving time—we should hire a manager and then implement a Strategic Plan
collectively.
brush providing facilitator services
Paula Chairing
Intro brush as facilitator this month and next month’s meetings
He’s honored to be here working with us at KBOO. He wants to help us work effectively as activists
Camera from Portland Alliance, Ani is facilitating
Michael came in to the meeting to applause
brush tried to go on with his facilitation. Michael made a point of order challenging brush’s facilitation of the meeting. brush said that he wasn’t taking over as President. Paula and Hadrian talked about the facilitator. Michael said the issue of facilitation can be addressed by the ad hoc committee. brush said that Kurt will be presiding over the meeting.
Maura said should we have a vote about this? The bylaws are specific. Maybe if we are going to delegate the power there should be a vote.
Brush pointed out that this type of issue makes it difficult to carry on board business and that it helps to have these issues raised prior to the meeting.
Glenn Owen was hissing while Ani spoke about the history of bringing in note takers and facilitators.
Michael read from the bylaws about the President shall preside over board meetings and the VP powers.
Judy interprets shall preside as meaning that Kurt is presiding and that brush is facilitating.
Judy moved that we engage brush to facilitate this meeting and the meeting. Hadrian seconded. Erin seconded the amended version
Discussion—Maire suggested that in the future we send the president to facilitation training.
Zale suggested an amendment that is reflected in text of the motion above.
Dave Mazza said that he has been on many boards and that a president can delegate tasks but still has responsibility. Glenn started hissing again and Dave said he was very disappointed to see people acting with such lack of respect.
Michael said he is OK with brush facilitating as long as someone can explain to him how someone can delegate authority to preside. Per said it has to do with the fact that when you have delegated authority you still have responsibility if it doesn’t go well. Yvette said the verb "preside" is active not passive and suggested we look at the dictionary definition.
Hadrian offered an operational definition of "preside" for this
meeting: The President will directly handle the legal aspects of the
meeting such as recognizing motions and votes, while allowing brush,
acting under the under the President's supervision, to facilitate the
board's discussion.
Vote—6 Paula, Hadrian, Mimi, Erin Becky Judy
2 no—Michael and Maire
1 absention—Chris who just came in
Motion passed. Brush said that shows the challenges and the positive things we have here at board meetings. He said we have the history of meetings being harder than they need to be that we could experience here. He honored powerful words that expressed the history of people’s strong feelings about the he understands that the facilitator has a powerful role and you have to trust that everyone is treated fairly. A facilitator can also help people with communication breakdowns.
He encourages us to focus on what the board can do for the rest of the meeting.
MP said he appreciates the need that we have to have trust. He wants to resolve conflict within KBOO management so that people don’t feel like the only way they will be heard is if they bring a lawsuit.
Brush said part of the history of the meetings is that they go on beyond 3 hours and that that length makes the meetings difficult and he would like to help us work toward having tighter meetings. For that to happen, not everyone gets to say everything they would like to say. People have to be self aware and brush will also have to intervene sometimes to move things along. He said, we might not be done at 9. He would like to practice an experiment on not taking all comments on each topics.
We continued the review of the agenda. Hadrian suggested putting a person with each item, brush said it doesn’t have to be ownership.
Ani said she would like to go over ground rules/kboo house rules
Judy pointed out we need to approve minutes and announce the annual meeting.
Michael said where are the committee reports? Brush responded that they were in the email discussions that we could save time by having the reports via email. Michael objected to that, but we agreed to have the reports attached to the minutes
Michael Papadapoulos—
Kurt made a motion that the Board acknowledge the court order placing Michael Papdopoulos on the Board of Directors as the 13th seated member and to retain said seat until the end of the 2012 election cycle.
Hadrian seconded
Discussion—Yvette said the original motion was in violation of the judges’s
Unanimous (with MP not voting)
A motion on unbanning? MP said he was banned because of litigation and would like it to be lifted.
Hadrian moved to remove the ban on Michael’s presence because the litigation is over.
MP said the initial motion was a direction to the staff that they ban Michael. Ani said it was a board action not a staff action. Brush said the goal seems to be to undo whatever was done before.
Chris said she has always had a problem with the banning in general. What about the other people who have been banned? Hadrian interrupted Chris with a point of order. Brush said that he is in an ambiguous position, kind of facilitator and kind of not. He pointed out the issue of interrupting, brush suggested that people address him or the President. Hadrian acknowledged that.
Judy said that for her to vote on this she would need some certainties on his behavior because of the way he acted at the Community Meeting, taking the microphone out of the facilitator’s hands.
Brush said that if we want to get to all of our work done we need to proceed.
Michael’s proposal--he moves that the board rescind it’s motion of February 2009 at which we ordered the staff to ban Michael from the station because of his litigation.
Mimi moves that we remove the ban to allow Michael Papadapolous to complete his work as a board member. Hadrian withdrew his prior motion and seconded this.
Yvette said that there are laws protecting people who are going into a hostile situation as a whistleblower, there is no language to protect him from retaliation, so this is a bigger issue. Chris said in the future we should look at the policy of banning.
Kathy said the house rules indicate that we should be inclusive and that banning seems haphazard and arbitrary.
Vote--
Yes--Maura, Michael, Hadrian Mimi Erin Chris
Opposed- Paula
Abstain—Judy and Becky
Check-ins—is there some thing you are bringing in that you would like to share for people to know about you tonight. brush said he is a bit tired tonight.
MP said he is glad to be reseated and unbanned so he can now function the way the members wanted him to be when he was elected. His platform when elected was to examine and reconsider the banning process at KBOO as a cultural item.
Chris said she was glad brush is facilitating. She would like to know what type of hierarchies exist to allow one person to go hire someone.
Zale had a good time outside, Becky thanked Chris for having us over. Erin said she is tired too. Ani is looking forward to this meeting hoping that we can get through a lot of issues. Mimi is looking forward to see people observe the house rules. Hadrian had a good time tabling at the No Fest. Ani said there are lots of opportunities this weekend at the Blues Fest.
Ani talked about the House Rules—we all need to feel comfortable being ourselves here. People need to be respectful. We have a facilitator we should defer to. People need to feel safe and included and welcome. When there are differences in opinion we should engaged the idea not the person, be engaged but no personal attacks. Every day is daily practice in communicating under the house rules to listen and be receptive to work to serve the station. The house rules were written in 2003 by a group of volunteers, eventually the board adopted them in 2005
Public Comment
Mark Allyn said he had been on the board for a long time. And thank you.
Dave Mazza said he has been on the Strategic Planning Committee and that the Strategic Plan was very inclusive in comparison to other groups he has worked with, he hopes people will remember that it is a blueprint. He encourages the board to adopt the plan—and KBOO needs to move ahead. Don’t have it become a document on a shelf.
Kathy likes the house rules and says that she thinks Michael’s treatment was not in accord with the house rules.
Yvette is protesting, it isn’t personal, it is political. It’s not helpful when people make polarizing comments. She has tried to meet with Kurt and Paula and they wouldn’t. She doesn’t know how to work with the board when there needs to be conversation. She thinks there may be an appearance that we are breaking the bylaws by having the facilitator.
New Secretary—any volunteers? We could pay for a minute taker. Judy says what about Pete? (He’s not here) Erin said that nominating committee could ask Pete and then report back.
Becky said whoever does become Secretary will have a backlog of minutes to approve.
Judy moved that we approve the April and May minutes
Yes-- Judy, Paula, Hadrian Mimi Erin chris
Abstaining—Maura, Michael
Erin said the nominating committee should also make sure there is a transition between new Sec. and Keller
Motion to give Chris the authority to negotiate contracts with our SCAs carriers—there are two contracts Radio Korea and Radio Vietnam. Last month we gave him the authority to renegotiate one of the contracts. This month the second contract is up. Kurt explained the history to Michael P.
Kurt moved that we allow Chris Merrick to renegotiate the contract with FM Korea to the best of his abilities in the interests of KBOO through the end of September 2011. Seconded by Hadrian.
Mimi asked if we can specify an end date of September like we did the other? (motion amended)
Yvettte asked the top three reasons why this is in KBOOs best
Yes—Judy Paula Hadrian Mimi Erin, Chris Becky
Abstaining—Michael and Maire
Nominating Committee suggests announcing the annual membership meeting on Saturday September 17th 10am-12pm
Erin moves that the Board of Directors set the annual meeting for Saturday September 17, 2011. Hadrian seconded.
Erin and Michael pointed out that once the date is set that certain other dates are set in motion by the bylaws. We need time to print the candidates’ statements and ballots. Michael asks what could we do to make it a big event so that we can get a quorum of members at the meeting. Michael says he would make it as a friendly amendment.
Maura said that she is worried about shortening the time to two hours from three. That isn’t part of the motion, the date and time have not been set yet.
Vote—unanimously in favor.
Erin said that Becky is the chair of the nominating committee. All board members can participate in the nominating committee.
Michael wants the full board to discuss how to get a quorum. brush says the details of the annual meeting will come to the board at the July meeting.
Nia Lewis came in wasn’t part of any of the votes before this point.
Budget Review—Erin handed out Debbie’s mid-year summary. She said we are ahead on membership because we’d budgeted for a decline not flat. She thinks Andrew is doing a great job and may not give himself enough credit.
Our bank fees are still very high and going over budget because we have a huge increase in web donations.
Judy asked what is our expected deficit this year? $48,000
We had the air conditioner expense and may have other unexpected costs.
Chris said that she would like to attend the financial retreat. It would be for the whole board. We haven’t scheduled it yet. Ani asked if there will be staff representation? Erin said, Debbie and Mel, maybe the staff liaisons, not sure. Ani said she wants to make sure there is communication, in the past a Station Manager would be there.
Other questions to feed the retreat? Hadrian says it is the biggest obligation for board members the retreat would be for all board members and informed by the staffing/management plan. The budget has to match the realities of the staffing plan. Erin said yes that and the Strategic Plan.
Scheduling the retreat? July 17, Paula out of town. About 4 hours. Sat Sun July 30-31? After the next board meeting? Sunday July 31. We’ll set the place later Paula will look for an accessible space in the Metro area. 1-5 pm
Break
8:05 pm brush welcomed us back said that our scheduling of the budget retreat shows that the board is functioning, despite some hiccups.
Strategic Plan-30 minutes of time allocated
Erin suggested that we go around to see where each person is with it. Brush said there is a desire for it to be approved and a go around might take up all of the time. It might be better to have a motion proposed.
Chris said that she has heard that there is some push back from people—it is a good idea to hear out concerns.
Proposal—discussion—
Michael P. said that the strategic plan encompasses the Staff Management proposal. Is it possible to separate out the Strategic Plan from the management proposal? Yes that is what we are doing.
Hadrian proposes that we adopt the strategic plan as a living breathing document to move us forward. Erin seconds it.
Michael asks what do you mean as a living documents? Does that mean that it gets changed next week?
Judy said we call it a living document because it is a road map—there may be obstructions that we have to change course along the way, but the plan shows the main goals we are seeking to accomoplish in the next five years. We will need to adapt and keep it moving.
Becky asked if after the board approves it will it be released to the public again in meetings? To the committees? Kurt said what the board approves would be looked at by on going volunteer/staff and board groups implementing the plan. Judy said at anytime time goals can be revisited. The staff generally endorsed the strategic plan but said we still have work to do on it like the org chart. The plan suggests assignments and time lines. But Judy thinks the board should create a work group to shepherd the plan along.
Nia clarified if the plan is approved as there are adjustments would they need board approval? Judy said we’d have a big picture executive summary of what we’d like to see done and if those things are changed in any real way that the board would approve, but if a timeline is shifted for example then we wouldn’t need board approval, but we would entrust the working group to make those adjustments. We will need to seek funding, the plan calls for a lot of staff time. The board should get updates on how we are doing on the strategic plan.
Brush said the questions are about what does it mean for the board to approve of the strategic plan? He said that it would mean that the board supports the plan, but it isn’t binding. Based on his experience with this type of thing t is a vision.
Chris said that it is vague/broad can be adapted. Our environment is changing. This seems to follow trends, it would be a mistake to try to be like NPR. She thinks we should identify the KBOO brand. People might not want slick production values over grittiness. Where is there room for setting trends. She doesn’t like the term Media Center, but the point is that the goal should be setting trends not simply following them. Respond to the cultural climate rather than react to it. She thinks it conflicts with collective management, we don’t have time. We should identify the parts of the plan that involve developing brand KBOO and selling that. She thinks there is a conflict with collective management and the plan.
Michael sent around a document from someone who talked about the difference between a money raising organization vs. and activist organization. He wants the members to approve it after the board.
Maura is concerned about certain vagaries in the language. The processes for how it is accountable to the board, wants monthly updates. She doesn’t understand where the line would be drawn between the implementing committee and the board. Election coming up. She is inclined to wait until after the election, the make-up of the board may change. Make it clear to the members that we are just shepherds of their will. She has concerns about costs and vagaries about language. How representative is it going to be? What will the costs be?
Erin’s two biggest concerns are budgeting for the next fiscal year—are we waiting for some grant money or going to budget money for some of the items. The plan is very dependent on the development director and right now we have an interim development director we should address that if we approve the plan.
Paula said we already devoted foundation money to put this forward and we should follow through with a working group to address the issues.
brush has been hearing that the intention of approval of the board at this point it so put the boards weight behind the process and the goals, there can be ongoing input from the membership and the new board, and ironing out some of the pieces. This would be an endorsement of the momentum with development in the future. Are there people who would not agree to it with that understanding?
Michael says he hasn’t heard of any good reason why to adopt it—the money and energy are necessarily reasons to adopt. He has no reason to trust or distrust the people who put it together. At some point the elements of the plan could bring up issues of they bylaws and other requirements that pertain to KBOO. He would like a formal opinion from experts—legal employment etc.
Chris said she hopes there is flexibility for interpretation—looking at page 71, the community survey, page 73 we should pay attention to what the members say. She doesn’t see the plan as representing what the comments are from the members. The plan was based on information from the survey but she didn’t see that.
Maire says she isn’t against delegating things, the plan isn’t explicit enough about which decisions will be retained by the board. It would make a great candidates debate and to hear what the members say.
Brush summarized the concerns—legal advice, membership involvement.
Erin says that there were experts on the working group already, lawyers and experts helped to draft the document. A lot of different sets of eyes have already looking at it. If we adopt it now, there will be turnover on the board each year for the 5 years of the plan.
Michael has a motion—or suggested amendment the we do not adopt the strategic plan without first getting the consent of the membership. Hadrian does not accept that as a friendly amendment
Vote on amendment
Yes--Maura and Michael
No,--Mia, Mimi, Judy, Paula, Hadrian, Erin, Becky, NIa, Chris
Review of the motion:
Hadrian proposes that we adopt the strategic plan as a living breathing document to move us forward. Erin seconds it.
Becky suggested that we add that the strategic plan will be presented to the members at or before the annual meeting in September. Hadrian accepted the amendment.
Discussion—Per said it sounds like we are setting it up so that we will move forward without much input from the membership. We’ve only had one meeting of the membership about this, not very good input from the public. He thinks Chris’s question is a good one about what is KBOO. He would like there to be more discussion. He doesn’t think there has been a good process so far.
Yvette said she has seen people asking for trouble, the it will fail, she is tired of all of the fighting. The project was not done in a democratic fashion she isn’t sure if it can be implemented openly. Things are done behind closed doors, there is an artificial rush. She thinks it is up to the new board.
Kathy thinks the membership hasn’t been involved in this.
Motion that the board adopt the strategic plan as a living breathing document to move us forward which will be presented to the members at or before the annual meeting in September.
Michael suggests an amendment adding presented to the members for approval. Hadrian rejected that amendment. Maura seconded that proposed amendment.
In favor of Michael’s amendment—Maire and Michael
Opposed Judy, Paula , Mimi, Erin, Nia, Chris
Abstaining Becky
Mimi would like to offer and amendment—“fully respecting KBOO’s bylaws” Maura seconded.
brush pointed out for people to notice the feelings here and figure out how to acknowledge the disagreements and move forward. Roberts rules can just move things if we want to use them.
Vote on the amendment
In favor—Mimi Michael
Opposed Paula Erin Nia Hadrian
Abstained—Becky and Judy
Vote on motion on the table—
In favor, Judy Paula Hadrian Mimi Erin Nia Chris Becky
Opposed, Michael and Maire.
Brush observed how once it became polarized and we weren’t seeking consensus then one side tries to slow things down and the other side kind of has to steam roll.
Erin said even though it was difficult, she is very proud that we adopted the document. Brush said that he has heard a lot of concerns but also a lot of accolades about the process.
Judy says we still do need to set up an implementation work group. We can do it in July.
Maire wants to make it clear that none of her objections were personal, we all want what is best for KBOO. Roberts rules are about protected the rights of the minority position. She doesn’t like to feel rushed getting the language correct. She doesn’t want people to infer that she is just trying to slow things down. Just because you know you are going to win a vote don’t stop listening to the concerns of others.
Brush thanked her for that comment.
Nia would like the work group by email to be set up quickly, because the plan’s time table is already ticking. Judy will set up the first email. She asked Maire if she can get email. She said no she can’t she is available by phone. Becky suggested that she set up a mailbox that at least will be capturing the information. brush said take care of that outside of the meeting (Zale said she could help).
Staff Mgt Proposal—
Michael moves that we not adopt the proposal. Hadrian seconded.
Michael’s reasons—legal reasons because the plan takes away board oversight, based on Sullivan’s comments. Michael sent around an email about outsourcing management—example of FSRN which contracts with Pacifica.
Becky said it could be rejected with some request for the staff for next actions or changes.
Paula said that we should accept it or rejected as it—make a decision first and then talk about next steps.
Paula moves that the board accept the staff management proposal as is.
Paula withdraws her motion.
We will vote on the proposal as is and then talk about next steps afterward.
Michael moves that we reject the Staff Collective Management proposal. Hadrian seconded.
Vote on the motion
In favor—Judy Maire, Paula, Hadrian, Erin Nia Chris, Michael
Opposed—Becky
Abstaining-Mimi
Alternatives? Suggestions?
Michael has nothing against collectivism but he thinks the staff should talk to a lawyer.
brush suggests people identify specific changes that could
Chris moves that we immediately look to find a station manager. Brush said how about giving feedback to the staff.
Erin says since the board has no consensus, the feedback to the staff is only individual board member opinions. While she likes collective management because of the budget we can’t afford to have the current staffing levels. She thinks we have to look to the Strategic Plan, the budget and different scenarios. Hadrian’s plan has been labeled hydra management (team management). Currently she doesn’t have clear direction.
Chris said her proposal is being overlooked. brush said how about giving concert feedback to the staff.
Paula echoes budgeting issues—that the budget needs to be addressed in the staff proposal.
Judy says what is missing for her is how is the staff interfacing with the board and decision making mechanism and accountability.
Ani wants to clarify—staff brought the proposal, understood that the staff and the board would have a retreat to address concerns together. Staff has been managing the station since 2011, got a proposal to us in April. She says that it hits her very hard.
Hadrian said when he came on the board his first comment was that the staff has been doing a great job of keeping the station running for the past year without a station manager. He thought the staff should document how they were operation and recognized that having them put so much work into the proposal was the worst outcome.
Ani said that she had just hoped for a conversation—to collaborate. Hadrian said that there is no time for that.
Michael says key is communication, board is in charge. He supports his idea for outsourcing.
Becky said that the board hasn’t been providing leadership to the staff and she opposed the motion to reject the staff proposal. It will be a challenge for the board to come up with a plan that does collaborate with the staff while providing leadership.
There are 4 options currently proposed—Hadrian’s, Paula’s, Chris’s and Michael’s
Judy suggested a work group and is sorry if the way we voted on the proposal wasn’t respectful.
Erin will echo back that there is too much money being spent on Staff Time and Staffing functions—it would be useful to see how the collective management proposal would work with less staff. Look to hours per week in each department.
Brush—one option is a group to work with staff. Get clarity on the proposals that are out there.
Paula’s is a one sheet reassessment of budget and assignments that would balance the budget. She will email it.
Hadrian passed out something that he also emailed. He wants to acknowledge the feelings. He doesn’t want to have his proposal put forward now in this poisoned environment—supports a work group to discuss.
brush said he is sensing a desire to care about the relationship with the staff.
Maire asks about people raising hands to get on a stack. Or does she have to keep her hand raised.
She wants to say that characterizing emotion as poisoning the atmosphere is an attack on people’s ideas. Just because she votes no on something that doesn’t mean she isn’t being respectful.
Paula will own that she wanted a yes or no on the proposal because we’ve been hanging on to it for awhile. She thinks we have to do the budget first, no purpose in having a work group work if only to mend a relationship with staff but no backing. Board has to lead---by setting a budget.
Chris in the interests of saving time—we should hire a manager and then implement a Strategic Plan collectively.
Michael says he has no problem thinking about the money thing, it is the most hierarchical part. He thinks looking at Sullivan’s input the staff can say if they can meet it or not, the legalities are the things that are important.
How will we move to the next step?
Hadrian—he would like a paragraph from his proposal to be looked out—6 FTE staff based on discussion with finance based on a balanced budget. If you had that many positions what staffing and management structure.
Becky suggests that without involving the staff in the board budget retreat that we’re setting it up to make staffing decisions without the staff.
Erin said she can be on a work group and meet head of the retreat to work on options for the budget retreat. There is the budget and the essential functions of the station and the board and staff have to work together on making compromises. Erin would work with Debbie and Mel to work on that before the retreat.
Who would be on the group?—Mimi, Nia, Erin and Hadrian-- brush says it should represent a diverse cross section of opinions of the board.
Who would be good for staff? Ani will be out of town from July 20-August 6. Zale and Ani can both serve on the work group.
Michael has a problem with the function of the group, he is OK with people working together but doesn’t see the point of having the staff involved in answering the legal issues raised by Sullivan. He thinks that staff can come back to address those concerns.
Erin said the concerns can be addressed by an employment lawyer.
Michael said the staff should get it’s own lawyer.
brush said it is late. We are close to the end.
Ani said she would like to see all manner of proposals, Staff hasn’t seen them. The work group collaborating would be good. She doesn’t like the idea of the board making decisions without consulting with the staff. In light of the collaboration she would like to go forward with the work group. Staff understands the budget realities. She would like to have the board work collaboratively with the staff. She is a little upset that there are plans or proposals without any notice to the staff about the agenda or anything else. The collective mgt was in place before, now what? How do we run the station tomorrow?
Paula apologizes for detracting from that, she sent the email and asked for agenda items she did attach the feedback we had at the time and sent it to the staff. In trying to move things forward she asked for feedback. It wasn’t her intention to blindside the staff. We highly respect the staff that is why we are all grappling with these issues.
Hadrian—question of how the staff goes forward tomorrow. Staff has been managing things so far. He proposes that staff continue on an interim basis in the way that they have until another decision is made. Maire seconded it.
Vote-
In favor—Judy, Mimi, Erin, Becky, Nia, Chris, Hadrian. Michael
Abstaining—Maire, Paula
Workgroup proposal—Erin will be the convenor—board members Hadrian, Erin, Nia and Mimi—Zale and Ani and other staff for them. Michael asked for email updates. Maire asked if she can come to the meetings without being at all of them. She needs phone calls about when the meetings are.
There is a staff meeting tomorrow.
Ad hoc Committee
Deferred until the next meeting. Some of the issue overlap with Nominating committee, people can still discuss issues informally
Next Steps
Erin will convene a board staff work group to work on staffing proposals in preparation for the budget retreat and afterwards if necessary
Paula will look for a location for the budget retreat July 31.
Becky will set a nominating committee meeting to plan next steps for the election and will talk to Pete about the Secretary position
Judy will start an email conversation about a Strategic Plan implementation work group
Becky will talk to Zale about setting up a gmail acct. for Maire.
Public Comment
Yvette made a comment about listening to the membership.
Meeting adjourned. 10:10 pm
Approved by the Board 7/25/2011
5:32 Call meeting.
In attendance: Kurt, Nia, Erin (via phone).
Discussion of budget expenditure for repair/replace of Air Conditioner Unit at tower, per e-mail briefing.
Call for vote: unanimous, in favor, of replacement.
Estimated expenses: $4700+
5:35 Meeting adjourned.
Meeting of the KBOO Board of Directors May 23, 2011
Present: Mimi, Maire, Keller, Paula, Kurt, Becky, Judy, Nia, Hadrian, Pete, Chris A.
Absent: Erin
Staff Reps: Ani, Zale
Staff/Public: Tom Hood, Mike Dee, Tim Flanagan, Per Fagereng, Tom Hood, Louis Sowa, Yvette Marinowski, Glen Owen, J. Brush, Sekoynia Wright,
Check-In & Dinner: Thanks to Judy for bringing dinner!
Becky reads public comment guidelines (see attached document)
Public Comment:
Mike Dee: recommends that we take public comment before each vote
Tim Flanagan: have been a volunteer for 8 years and have never attended a board meeting, figured it was about time.
Keller moves to go into closed session to discuss staff and board personnel issues.
Kurt seconds
Unanimous vote
Closed Session#1
Judy moves to continue the 10 additional hours per week for the web coordinator position until Sept 30, 2010.
Keller seconds
Public comment:Mike Dee doesn't understand why this discussion had to be had in closed session.
7 For
3 Opposed
Minutes
Keller: I plan on doing some traveling this summer, stressed out, would be helpful if others could take on note taking for the next couple of months. May help others understand the challenges of trying to participate and scribe, especially when ppl are talking over each other.
Becky will do June
Pete will do it for July
Paula will be back up for Aug.
Annual Membership Meeting/Election
Paula: Mark Ecklund is retiring, we need to decide on the of counting ballots
Becky: new accountant could do it, and if not Louis Sowa may also be available
Zale: it has been suggested that we can get a PO Box
Ani: we had different ways of handling it, we need to have all ballots accounted for, the certified PA is the receiver
Maire: did Mark make any recommendations?
Kurt: Mark said that I could continue doing it, so it's up to us to decide whether we want to keep it in-house.
Paula: we will check with Mark to see if he has some guidelines, will check with Linda Barkaus if they can receive ballots there.
Becky: The annual meeting needs to be scheduled at the June meeting. Nominating committee will follow up on election date.
Chris: it would be helpful to have a list of events that we are involved with over the summer
Committee Reports
Development-Mimi: discussed Square Dance, about 20 people attended. We lost $50 on the event. There was mention of using a different venue, The Eagle's Lodge. There was an idea proposed by Sun to combine the boo bash and square dance. Also wanted to make it family friendly not at a 21+ location. Committee wants to focus on fewer but bigger events. Upcoming events: raffle August 10 after Pickathon so that we can sell tickets at Pickathon and Blues Fest. Discussed the possibility for on-air auction, lawn signs, KBOO community coffee.
Engineering: Keller: committee did not meet but Tom's report is extensive and complete
Personnel/Governance-Chris A: working on revising/building engineering and IT positions/ petitioning other stations for info about these departments.
Web: Judy: detailed report submitted by VJ
Programming: Becky: did not meet.
Discussion:
Keller: feels strongly that square dance should not be combined with Boo Bash, the events have vastly different audiences would limit the Boo Bash's potential broad appeal, the committee had discussed making sure the square dance was more family friendly, but it was scheduled on a school night at a 21+ venue; was surprised there was no event or even informal gathering around the beer promo. The Facebook “event” was unclear
Chris: was there any promotion done for the beer? concerned about going forward with the coffee without talking about what happened with the beer
Maire: agrees that the Boo Bash has a reputation and thinks that these events can stand alone, I would like to be involved with the promotions, important for the square dance to be family friendly, could look into doing it more than once a year to build our own community, the band is really important if they have a following they will bring their own people.
Judy: KBOO has hosted a successful square dancing event in the past, so we should look at that.
Judy:visual promotions in the station
Staff Report: was submitted via email.
Judy: some people do pages, some give very little. Is there any kind of guideline that has been given?
Ani: we talked about giving the board a basic overview , people have different views of what that looks like.
Judy: what's happened, what's on the horizon, what are the challenges,
Maire: also to include general concerns
Nia: I like the variety, and allowing for that autonomy for people do do what they want, also like to add how the board can support.
Becky: Andrew saying that the membership drive took all of his time was not sufficient a report.
Ani: To sum up it seems that folks are asking for successes, challenges, what is on the horizon, and how the board can provide support.
Board Retreat
Tentative date set June 19 1p-5p at @ Squirrel Farm (Chris A's house) Agenda will be set via email.
Closed Session#2
Becky moves that Chris M be authorized to negotiate a contract with Radio Vietnam for the settlement of amount past due and from now until the end of September.
Paula Seconds
Discussion: Mike Dee- in the spirit of consensus, i'd be interested to know why people voted.
6 Approved
1 Abstain
Mid-Year Budget -discussion tabled.
Final Public Comment
Mike Dee-wanted to thank for the opportunity for public comment, had questions about booth costs for Earth Day.
Brush- wanted to thank everyone, has been an organizer for many years in Portland, involved with the Cascadia Center, promotes effectiveness within organizations. Facilitator/Mediator/Consensus trainer for the last 5-6 years, have worked with worker collectives, long term culture building.
Meeting Ends
Meeting of the KBOO Board of Directors April 25, 2011
Board Members present: Kurt, Paula, Keller, Mimi, Judy, Hadrian, Erin, Becky, Chris, Nia
Absent: Maire
Staff Rep:Ani, Zale
Public/Staff: VJ Beauchamp, Yvette Marinowski, Crystal Elinski, Crystal Leighty, Gary Lee Betts, Alicia Olsen, Rabia Yeaman, Glen Owens, Chris Merrick, Sue Cipriano, Pete Meyer
Thanks to Paula for bringing dinner.
6:08 Board Meeting Officially/Check-in
Erin will not be at the next meeting.
1. March Minutes Review and Approval.
March 2011 Minutes-no amendments were submitted.
Mimi moves to approved March minutes
Erin seconds.
Unanimous
2. March Board Commitments
Chris and Erin will attempt to contact Maire to see if there are any accommodations that can be made to help her continue to participate with the Board. Erin has not spoken to Maire, Chris sent an email and left messages several times with no response
Erin will send an announcement to the staff and for the bulletin. -done
Nominating Committee will meet this month to discuss the seat left vacant with Marty's passing. -discussed via email
Judy will help with reference checks for future appointees.-done
Nominating committee will have a board orientation with Hadrian and Mimi and the appointee nominated after the next board meeting.-to be done
Finance committee will be working with Personnel on proposed bylaw amendment.-in progress
Chris A will be getting in contact with Sun regarding press releases for the KbrOO.-not done
Paula will send email to Board to poll for informal meeting dates.-done
3.Public Comment.-
Yvette:there needs to be a mechanism for people to ask questions. I've asked questions and not gotten answers.
Hadrian: I don't want to be receiving emails from members directly.
Chris A: i think it' good for people to be able to ask questions, there needs to be some way for people to air without fear their issues
Paula: perhaps this could be something for the board retreat
Keller: i do think this is valid concern
Rabia: suggests a forum on the website, then legitimate questions can be brought to the next board meeting.
Ani- important for members to have board access but not necessary for all 12 board members to have their emails available. Perhaps one person can be a public contact in the meantime while the board comes up with a more permanent solution.
4.Staff Management Report.
Becky: has it been decided who the PR team. I think that it also needs to be clearer that with regards to HR things that the board has ultimate responsibility for
Erin: has question around employee, specific time frame on when you appeal to the board, how is the board supposed to react
Paula: for those who don't know, the staff submitted the proposal for the staff collective
Ani: will be gathering questions to take back. There has been one change in management responsibilities -Zale will be stepping in with myself as board liaison.
Judy: to me it didn't seem very specific about how repeated violations in employee standards would be handled. Also has jenka been part of this?
Ani: she participated until she left and there have been some questions back and forth
Becky: feels that it was very clear.
Kurt: on the job descriptions, still reflect station manager, feel that the job descriptions are too specific to the people that are currently in the jobs
Ani: none of the essential functions have been changed
Chris A: a response to that would be that future job descriptions that we are advertising for a specific job but if you are hired you will be asked to do management tasks. Some people will choose to just be an employee and not want to participate.
Keller:
Judy: different decisions may require different participants, there have been issues around the collective making a decision, is there a way for there to be more of a specific road map?
Zale: a job announcement for People's Coop said job title/co-manager and through-out the ad it referred to co-management duties. We would hire for specific skill and train for the co-management part of the job.
Chris A- one of the roles of the station manager is to be the face and voice of the station, some guidance for each person of their public duties with the station. We have great guidelines about how we interact with each other within the station but we should also be aware of how we are representing to the outside
Judy: some of the management staff were assigned to certain positions, if that is something that is being suggested by the staff this may not want to be included in the proposal, since it may change.
Ani: some jobs seemed to naturally go together, like HR with volunteer, the other membership because there was room in the job responsibilities.
5. Board Appointments - Nominating Committee.
Becky moves to appoint Pete Meyers to the open seat on the board September 2012 vacated by Marty Soehrman's passing
Keller seconds
Unanimous
Discussion:
Judy: Pete provided 3 references and they all were all very supportive of Pete's ability to make and follow through with commitments.
Becky: wanted to recognize Gary for showing interest and wants to encourage him to continue to
Erin will email new board member appointment for bulletin.
Nominating committee will meet and add Maire's attendance to the agenda.
Zale will get Pete a board packet.
6. Committee Reports.
Finance- Erin: there is a need for a new computer in finance that is immediate
Ani: staff discussed when Debbie first brought it, the staff understands that it is a crucial computer but wants to wait until after the drive to make any major changes. Did not want to deal with the possibility of having the computer with non-working software. At this point, the quick fix is working. There is a computer that has been found in engineering unused and boxed. It may exceed the needs of finance so that one may go to membership.
Erin: diagnostics on every computer and budgeting for expected replacements/repairs. Will be gone during the next finance meeting so Paula will be presenting the mid-year budget projections.
Personnel- Ani: looking at job descriptions and policies. surveying other stations as fat as what they do with engineering, it and how web works into all of that. Hopefully at the May meeting we will have a draft of the job descriptions to be reviewed at that point
Programming-Becky: at programming, we are reviewing the strategic plan and pulling out the parts the relate to programming, we are reviewing and making suggestions, would like to suggest that other committees do that same as well.
Strategic Planning-Judy: the survey is up on the web site until , encouraging people to let their friends and people who care about people know that it it on the website.
Chris: going forward it would be nice to see more members views taken, and more prominently featured
Judy: a group of us met today and agreed that we need to make more of a presence on the website
Web- Judy: VJ did a detailed report
Staff Report
Judy: noticed that Sun said the square dance was fun but not well attended
Becky: wonders if the timbers game had something to do with it
Judy: encourages the committee to really evaluate these events and keep track what happened,, would like to see more analysis even for successful events,
Keller: the last time I heard about this event there was talk of doing it at a time that makes it more family friendly, but then the decision was made to have it on a weekday, at a 21+ venue. It seems the committee was heading in the right direction with the analysis but then didn't follow up on it.
Mimi: one of the reasons that it may also be because it was the day before tax filing season. Thinks that as a committee that we need to coordinate better with Sun because it seems that sometimes the committee thinks one thing is happening and then something else happens but we go along with it.
7:15 Break.
7.Board Member Assignments.-Committee & Work group Liaisons
Conflict Resolution: Nia
Programming: Becky, Kurt
Development: Mimi, Chris A
Finance: Erin, Paula
Personnel/Governance: Pete, Keller
Engineering: Keller,
Nominating:Becky, Erin, Keller, Kurt, Hadrian, Maire
Web Liaison-Judy
Strategic Plan- Kurt, Keller, Judy
Commitments:
Erin will email new board member appointment for bulletin.
Nominating committee will meet and add Maire's attendance to the agenda.
Zale will get Pete a board packet.
Board communicate via email to set board retreat date.
Judy will bring dinner to next meeting.
Erin moves to go into closed session to discuss personnel and legal motions
Nia seconds
Unanimous vote.
8. Closed Session
Open Session Resumes
Erin moves to authorize Tom Hood as Interim Studio Engineer at .65 FTE with benefits.
Becky seconds
Unanimous vote
Becky moves that the board authorize an additional 10 hours per week for VJ for one month after which with input from VJ, FC, and/or staff collective, the board will review further.
Hadrian seconds
Unanimous vote.
9. Final Public Comment
Chris M- Pete you will be getting a mailbox
Yvette: i'm concerned about getting an opportunity to speak, what about the board/staff retreat, are you retreating from the public?
Ani: staff collective looking forward to working on the next steps.
Keller: also we should review rights and responsibilities of the public.
Meeting Ends
Reminder: The KBOO Board meets every 4th Monday of the month at 6 pm
Meeting of the KBOO Board of Directors January 24, 2011
Present: Marty, Paula, Kurt, Judy, Erin, Keller, Chris A
Absent: Becky, Nia, Maire
Staff/Public-VJ Beauchamp, John Mackey, Ani Haines, Andrew Geller, Zale Chadwick, Alicia Olsen , Louis Sowa, Crystal Elinski, Chris Merrick
Thanks to Kurt for dinner. And Chris A for extra snacks.
6:18 Board Meeting Begins without quorum/Check-in.
Public Comment-
Andrew: speaking as a volunteer not the membership director, concerned that the board is voting on items tonight that will increase the deficit, wants the board to give serious consideration to where the funds will be coming from and not just assume that the staff will “just take care of it.”
Ani: made announcement that longtime KBOO host “Firefly”,Tony Alabi, has passed; staff received message from Ras Danny. KBOO has lost a family member. We are in touch with his family and will keep folks posted on memorial information.
Staff Report-report on file
Board Appointment Candidates
- Mimi Villarqui has been a volunteer since March 09. Had mentioned to Ani that she was interested in Development and was able to start participating right away. Has board op'd and been involved with the development committee. Has looked for opportunities to be involved more since she started working.
Kurt: does your schedule allow you to be available for the meetings.
Erin: there are now two seats available.
Mimi: don't have preference of terms, worked as a teacher for several years, leadership , studied marketing.
Judy:What do you see as a challenge for KBOO.
Mimi: outreach, reaching new listeners.
Louis: Being on the board requires more than one Monday and can be very challenging. Are you ready to take on the responsibility and time? Wants Mimi to be aware of the challenges that can come up
Erin Moves to appoint Mimi to the Board of Directors.
Paula seconds.
Discussion:
Keller: feels that it would be remiss to appoint someone that has never attended a board meeting. I feel that we should allow Mimi the opportunity to attend a meeting, gives candidates a better idea of what to expect
Judy: support if we voted to approve with the start date to be determined. Mimi can then rescind if she changes her mind.
Paula: agrees that candidates should attend a meeting
Ani: concerned about where it falls into bylaws to appoint and not seat. Mimi can be included in tonight's meeting as if she were a board member but if she is appointed she is seated
Erin: feels that having an opportunity to be included in the email would be beneficial in getting Mimi up to speed.
Marty: we need to look at what we can do to change the fact that people don't finish their terms.
Ani: reads section 7
Erin rescinds motion.
Committee Reports.
Finance: Erin:We are still in a deficit, but membership income has been over budget so there is some good news. Finance recommended that we adjust the web coordinator's job to increase pay and time per proposal.
Paula: also included in the discussion in finance was where these funds would come from.
Erin: feels that we can take it on as the board to fund raise, if we feel that the web is a priority we should demonstrate that by making a commitment to raise money as a board, they are separate issues but we should be keeping it mind that
Chris: do we have a specific goal in mind of what we'd expect by increasing the hours
Kurt: wanted to clarify that according to finance this would still be a 20 hour position, with approval for overtime in recognition of the work that VJ had done to catch us up.
Erin: the plan is temporary with the understanding that it will be re-evaluated.
Ani: the benefit to extending this to the end of the fiscal year, mid-year budget review is happening, the strategic plan.
Paula: we felt that setting it until the end of the year places a larger fiscal responsibility on the board to pay for it, especially in light of the unexpected equipment issues that have arisen.
Ani: update of engineering equipment needs, the STL is not needing to be replaced.
Judy: the reality is the web is the future and we shouldn't just focus on catching up, wanted to clarify that the staff supported the increase until the end of the fiscal year. Supports extending the increase to the end of the fiscal year so that VJ can really focus.
Nia: are you getting training from Roger? I was under the impression that the plan was for roger to train the Web Coordinator as he did not plan to do it indefinitely.
Paula: the 90 days gives opportunity.
Nia: who will do the review after three months
Kurt: the board will vote to extend, the finance committee will be tracking.
Erin moves that the board allocates 10 more hours per week of pay for the web position effective February 1 for 90 days.
Paula seconds.
Unanimous vote.
Personnel- Personnel committee changed the verbiage in all job descriptions to reflect "regular” membership drives rather than a particular number
Comm also recommends compensating the underwriting coordinator for a discrepancy calculating paid time off benefits.
Paula: Has he been recording the actual hours and no one's caught it.
Ani: Justin has been recording it and mentioned it in his last performance review
Personnel recommended Justin be granted retroactive time.
Kurt: request amendment that include having Justin sign saying that it has been resolved.
Erin moves to approve the action items presented by the personnel committee.
Chris seconded
Unanimous vote.
Ani: will communicate with Debbie to and Zale to make changes
Development-Paula: Blazers night went well, sold at least 50 tickets, square dance is coming up, fundraiser coming up next week, has increased community partnerships,
Judy: went to a film and we heard KBOO. And that's all they said. Not even community radio.
Programming committee did not meet due to inclement weather.
Engineering- John: STL has been fixed. Still recommends planning to buy a new one, but it is not as urgent. There is an antenna pole on the roof that needs to be replaced.
Pendleton Update - Gary Lee Betts was not able to make it.
Policy# 3 Ani: as part of the collective management transition felt that we did not need to reinvent the wheel but need to be updated to reflect current, institutes the change that there will be an evaluation committee, that includes 2 staff and at least 1 board member. Performance criteria primarily remains the same with a minor formatting change.
Judy: evaluations and evaluators will be confidential, wants to know how that's happening since they have names on them.
Ani: the person being evaluated gets s summary of comments without knowing who said what. The concern was that people could not be candid in their evaluations for fear of reprisal
Judy:concerned if it were volunteers are part of the CRC that would be problematic
Erin: their could be a potential conflict if the same people are on the CRC as are on the evaluation team, as long as we are aware of that
Paula: legally there is a concern about volunteers having access to confidential personnel information
Kurt: what other options beside the CRC
Ani: the board
Chris: advocated to keep it in the CRC, people are chosen for the CRC based on their experience or qualifications, the decision would just be if the eval was done fairly not just as a way for the employee to register disapproval , feels that there is less likely to be a biased decision with having a 3 person eval team.
Keller: we are volunteers, we choose CRC members according to their skills and qualifications
Paula: we are volunteers but we are legally obligated to the organization, so any decisions that they made would need to be upheld by the board.
Keller: if the concern is that we as the board would not know if a since we have a board member on the CRC, could we just include wording that the notification of challenge to the eval that the board and the CRC would be notified
Ani: add changed wording
Judy: wanted to clarify that the members of the evaluation team will be changing.
Ani: the staff agreed that it will rotate through the staff so as to share the fun
Keller moves to approve policy #3, Employee Evaluation as presented by the Personnel Committee with the following changes: in section 10 , adding “the CRC will then notify the Board that they have received an appeal.”
Erin Seconds
6 to approve
1 opposed
Housecleaning (physical).-Kurt: the entire building is in need of cleaning, dead storage is overrun
Keller: I think that we should be cautious about issuing mandates to staff, however there is an issue with a lack of inventory
Paula: it is a much more urgent issue in that our insurance is not current because of a lack of a assets inventory. Debbie has been trying to get this made into a priority.
Ani: there are a couple of issues. There was a request made by the board last spring to get an inventory together. Dead storage has long been an issue, it has been an issue for several departments. It's also a place where we keep spare equipment. There are competing needs for a limited about of space.
Marty: wants to know what kind of inventory do we have.
John: several times a year, Debbie and I go through.
Nia: do you track it yourself, it seems that it wouldn't be very effective for the finance person to track.
Erin: will contact Debbie about insurance and inventory
Nia moves that each staff person complete department inventory within 3 months.
Keller seconds.
Unanimous.
Erin moves to go into closed session.
Unanimous vote.
9:19p Closed Session