Meeting of the KBOO Board of Directors 2011/10/24


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



-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.



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




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.


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