2013 Meeting Minutes

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Meeting of the KBOO Board of Directors 2013/01/07

 

 

KBOO BOARD OF DIRECTORS MEETING MINUTES

January 7, 2013

6:00 p.m. to 8:10 p.m.

 

Board Members Present: Marc Brown, Lyn Moelich, Hadrian Micchie, Rabia Yeaman, Matthew Bristow, SW Conser, , Paula Small, Jeff Kipilman, Damon Isiah Turner, Lisa Loving

Board Members Absent: Michael Papadopolous

Staff Present: Lynn Fitch, Ani Haines, Zale Chadwick, Andrew Geller

Public Present: Mark Fulop, Louis Sowa, Kurt Lauer, Thomas Sullivan, Robert Barncord, Mark Allyn

 

Agenda Approval

Motion to approve the agenda

Seconded

Consensus

 

November Minutes Approval

Motion to Approve the October minutes

Seconded

Consensus

 

Manager Report

  • KBLU is finishing up construction on the facilities required by the FCC. 
  • Manager will be meeting with the HR contractor regarding new employee policies
  • Also working on developing the management structure
  • Manager has taken all the staff policies apart and has started to rewrite those policies
  • Intends to have the new policies done by the end of the fiscal year and will check in monthly with the board
  • Manager has spoken with a volunteer who is interested in helping out with developing a vision for the board and KBOO
  • Manager has been doing a weekly “navigator report”
  • Major problems with the website that will require major work/overhaul on the site.  Will be changing website hosts
  • KBOO made lots of money on the year-end appeal
  • Once in a Blue Moon event coming up in February
  • Manager will be meeting with the Oregon Historical Society to partner on the archiving program
  • Several grants are in the works
  • Five grants are due by the end of February and help will be needed to meet deadlines
  • MMT report will be done by the end of January
  • Planning for the 45th Anniversary and member drive is underway

 

Motion to approve visioning contractor for no charge with the details to be worked out over email

 

Seconded

Consensus.

 

Committee Reports

 

  • Finance Committee: Did not meet
  • Development Committee: Did not meet
  • Programming:
    • Programmer contract will be coming out shortly
    • Programmers will be meeting
    • Evaluations will commence shortly
  • Personnel/Governance: Discussion regarding changes that may occur as a result of the new policies

 

Clinton Street Theater Partnership

 

  • First RadioPicture is Thursday-Talk Radio
  • Doors open at 6:15
  • Lisa will introduce the series and give a perspective
  • She will then interview Carl Wolfson who will provide opening remarks
  • Tad Savinar, a co-author of the play and movie will be on the air tomorrow
  • February will be La Contessa Live including contests, sing-alongs, Valentines, and the Vancouver Titans
  • Good responses from programmers
  • Director presence is encouraged
  • Matthew and Hadrian will staff a membership table
  • Request to make the work group part of the Development Committee

 

Board Policy Manual

 

  • Cindy Cumfer provided an overview of the process to develop the board policy manual
  • Cindy walked the board through the sections and provided an overview
  • Open discussion:
    • Comment that the Governance Committee will be fundamentally different
    • Comment made regarding the role of the Personnel Committee
    • Regarding employment policies, Cindy recommended consulting an employment law specialist
    • Comment made that our employment contractor has concerns over our current policies
    • An employee manual will be developed
    • Question regarding naming one staff member (ED) in policy manual but not any other staff
    • Response that the board indicated a desire to delegate authority to one person
    • Comment that the new policies set boundaries between the board and staff
    • The policies do not close the door to other management structures
    • Policies can be changed if the board ultimately decides to change the management structure
    • Question regarding board composition/FCC rule (BPM Part 5, sec 3)
    • Cindy clarifies that the way it is written, the policy would be an elimination of the lowest vote-getter
    • Comment that bylaws Art 5, sec 8 that may conflict with the FCC rule

Question called

 

Motion that the board approve the Board Policy Manual to be effective immediately

 

In Favor: 9

Opposed: 0

Abstain: 0

 

Board Training Manual

 

Mark distributed the draft of the training manual and provided a brief overview of the training modules.  He would like comments by January 16, 2013.

 

New Business

 

Member at Large position on the Executive Committee

Matthew Bristow has been the temporary appointee

Lisa Loving withdraws her name from contention

Motion to appoint Matthew as the Member at Large to the Executive Committee

Seconded

Consensus

 

Adjourn: 8:10 pm.

 

 

no

Meeting of the KBOO Board of Directors 2013/01/28

KBOO BOARD OF DIRECTORS MEETING MINUTES

January 28, 2013

6:00 p.m. to 9:00 p.m.

 

Board Members Present: Marc Brown, Michael Papadopolous, Hadrian Micchie, Rabia Yeaman, Matthew Bristow, SW Conser, , Paula Small, Jeff Kipilman, , Lisa Loving

Board Members Absent: Lyn Moelich, Damon Isiah Turner

Staff Present: Lynn Fitch (via telephone)

Public Present: Mark Fulop, Ben Hoyne, Zale Chadwick, Ani Haines, Robin Ryan, Mark Sherman, Kurt Lauer, Ivan Green

 

Agenda Approval

Motion to approve the agenda

Seconded

6 in support

0 opposed

1 abstention

Agenda approved

 

January 7 Minutes Approval

Motion to Approve the January 7 minutes

7 in support

0 opposed

1 abstention

Minutes approved

 

Board Training Manual

Mark Fulop

 

A comment was made that the training manual should prove helpful for recruitment

The document can be adjusted as needed

Mark Fulop will be available to help with role playing

Lyn and Hadrian are going to work on developing the candidate training

A note that the last section is a board self-assessment: the board should establish a baseline this year and then ensure that the board is on track in the training.

 

Motion to thank Mark and declare the document delivered

Seconded

Unanimous in support

Motion passes

 

Motion to approve and accept board training manual

Seconded

Unanimous in support

Motion passes

 

Closed Session

Motion for closed session

Seconded

Unanimous in support

Motion passes

 

Conflict of Interest Policy

As part of the Board Policy Manual the board adopted a conflict of interest policy and the policy requires all board members to sign it and disclose all conflicts each year.  In addition, it is requested that each director sign the director job description.

 

Governance Committee

Although this item asks for the board to create a board level Governance Committee, the board already created that committee when it approved the board policy manual.

Comment made that the membership should be open to all members

Response that the board already voted on the committee and its structure

 

Motion to dissolve the Personnel/Governance Committee retaining the Personnel Committee that is in the bylaws and a Governance Committee created by the new board policies.

Seconded

8 in support

1 opposed

Motion passes

 

Board unanimously approved the following members for the Governance Committee:

 

Hadrian Micchie

Rabia Yeaman

Jeff Kipilman

Michael Papadopolous

Matthew Bristow

 

Member Dues Policy

Motion to refer to the Development Committee the question of whether the board should amend the Membership Dues Policy to increase the annual membership rate.  If the committee recommends an increase, the committee shall recommend an amount of increase.

Seconded

A suggestion was made about possibly creating a new structure with several levels including youth, contributor, member, and volunteer

Unanimous in support

Motion passes

 

Committee reports

 

Nominating Committee

The tentative schedule has been set for the 2013 elections

The committee may change the forum to a one-on-one interview of each candidate

The committee discussed how it can incorporate the new training manual into the recruitment and election process

 

Programming

Invited Lynn to come to give an update regarding programming goals

She said the committee could be involved in surveys

The committee wants more local programming, local news, more representation from the community, and to use resources more efficiently

Evaluations have not begun and seem to founder

Erin is trying to help the committee develop an evaluation process

Erin is holding back on programming contracts pending new policies

Library needs work

Comment that volunteers are being deployed to organize, digitize and maintain library

 

Finance Committee

 

Sept 2012 financials have been sent out to board

The board has seen these before but a few additions made to reflect some late invoices

FY13: expenditures from Sept ongoing through new FY

The FC is working on getting first quarter financials out

Revenue is running to budget even without sweepstakes

We got money in as a result of the end of year appeal

Salaries are on budget

We had increase in cost of benefits.  We have no control over them

 

New business

 

Bill for grant writing on FY12 budget but was not spent until FY13

Motion to add $1,025 for grant writing expenses to FY 13 budget as it was a carryover from the FY12 budget

Seconded

Unanimous in favor

Motion passes

 

Legal fees were incurred on behalf of foundation but not approved by the board

Motion for board to approve $3,600 in unapproved legal expenses with acknowledgement from the board that there will be additional billings related to those expenses

Seconded

 

Comment regarding concern over retroactive approval of spending without details and an insurance that this does not occur again

Response that the funds are already budgeted in that the amount is in the budget

This is really more of an info report because money is already allocated but the proper procedures were not followed

The itemization was previously sent in a fiscal report

Question if this is the same as an individual board member sought legal advice.

Answer is that no board member has the authority to act in that manner

Statement that the board president has authority to enter into contracts

Comment that the act to seek legal advice was taken in lieu of active executive committee

Neither the ED nor the board approved of the specific expenditure

5 in support

3 opposed

1 abstention

Motion passes

 

Hadrian notes that reason for voting no because feels like he was not adequately informed

 

Board training

Information regarding the possibility of having board training with brush on the topic of consensus facilitation.  The cost would be $100

Motion for board to approve a $100 expense to pay brush for training in consensus facilitation

Seconded

 

Concern expressed that such an expense is not fiscally prudent when we are boarderline exploiting a resource

Additional comment: in the past nine years, the board has never functioned better than under Roberts rules

Concern that we now have a board training manual and this would go outside that training

Support voiced because we can always use training on board processes

 

Motion to table the motion

Seconded

7 in support

1 opposed

1 Abstain

Motion passes

 

Motion to refer this issue to the Governance Committee

Seconded

7 in support

1 opposed

1 abstention

Motion passes

 

In light of past legal action taken against the foundation and in consideration of the on-going danger of being placed in violation of FCC rules or our current by-laws concerning election procedures, the Board directs the Governance Committee to cause to be drafted a by-law change to resolve the problem, for placement on the next ballot, after legal and Board review.

 

Seconded

9 in support

1 abstention

Motion passes

 

Adjourn: 9:05

no

Meeting of the KBOO Board of Directors 2013/02/25

KBOO BOARD OF DIRECTORS MEETING MINUTES

February 25, 2013

6:00 p.m. to 8:35 p.m.

 

Directors Present: Marc Brown, Michael Papadopolous, , Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, , Damon Isiah Turner

Board Members Absent: Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Staff Present: Lynn Fitch

Public Present: Ben Hoyne, Zale Chadwick, Kurt Lauer

 

Agenda Approval

Motion to approve the agenda

Seconded

7 in support

0 opposed

0 abstention

 

Agenda approved

 

January 28 Minutes Approval

Motion to Approve the January 28 minutes

Seconded

7 in support

0 opposed

0 abstention

 

Minutes approved

 

Executive Director Report-See attached report

 

Motion for closed session

Seconded

6 in favor

0 opposed

1 abstention

 

Motion Passes

 

Entered closed session at 6:35

Exited closed session at 7:15

 

Motion to refer to the finance committee to recommend an increase in salary for the interim ED

 

Seconded

6 in favor

0 opposed

0 abstentions

 

Motion Passes

 

Board led fundraising

 

The FY13 budget approved by the board contained $12,000 of board-led fundraising.  Any amount less than that total will increase the deficit spending.  Thus far, the RadioPictures are the only board-led fundraising event.

 

There is a possibility of having a major donor event to raise significant dollars

Matthew, Rabia & Damon are interested in brainstorming ideas

 

Vision Statement

 

Vision statement is value driven

The thinking is now to focus on the community and not specifically the organization

We are a community organization

A vision statement should reflect what KBOO would like to see for the future of our community and stakeholders

Vision statements have become the touchstone of decision-making

 

The directors were asked to think about the following three questions:

 

“What is the future we would wish for our community?”

“What lasting legacy would we desire for our community?”

“Who is the community we are serving?  Will they change? Have they changed?”

 

See attachment.

 

Committee Reports

 

Finance committee

Payroll adjustments have been approved

Financial documents have gone out

 

Programming

International Women’s Day on March 8

A couple of programmers have been suspended for indecency

Discusssion/brainstorming for survey questions is ongoing

Erin is soliciting ideas for programming changes

 

Governance

Governance will be meeting Second Monday in March

 

Development committee

45th birthday celebration discussions ongoing

We are looking to maximizing marketing around the membership drive/programming/events

We talked about the upcoming spring membership drive

The owner of The Refuge wants to host a birthday event-end of June

We are looking at smaller events to meet our various markets

We need to target our various audiences

Meeting next Monday

 

Nominations Committee

No meeting

We are beginning to ramp up for coming elections

 

Personnel Committee

No meeting

 

Emergency business

None

 

Adjourned at 8:35

 

 

 

 


KBOO Navigator Report

Board of Directors

February 25, 2013

 

 

FCC RELATED ISSUES

·         The Corvallis translator went dead on February 14th. Mike Johnson went to the site and discovered that the translator is in need of repair. He was able to put a temporary 5Watt transmitter in place, (borrowed from All Classical) and so Corvallis is back on air, but at very low power. The translator is on its way to be repaired. We anticipate a cost of $500 to fix the old unit, but if it is in need of replacement the cost will be upwards of $3,000.

 

·         KBLU-FM has filed a “Notification of Suspension of Operations / Request for Silent Station”. This is also the reason that the Pendleton group has had difficulty moving ahead with the project.

 

·         From FCC Application: THE KBOO FOUNDATION ('TKF') HAS LOST ACCESS TO THE KBLU-FM CP SITE NEAR PINE GROVE, OREGON, AND HAS BEEN FORCED TO TEMPORARILY SUSPEND OPERATIONS. TKF HAS BEEN UNABLE TO FINALIZE A LONG-TERM CONTRACT WITH THE EXISTING TOWER SITE OWNER. AN AGREEMENT WITH THE OWNER OF A NEW AND SUPERIOR SITE IS PENDING, AND IS EXPECTED TO BE COMPLETED SHORTLY. TKF EXPECTS TO FILE A MINOR-CHANGE APPLICATION WITHIN THE NEXT FEW WEEKS. ONCE APPROVED, TKF WILL PROMPTLY BUILD AND RESUME OPERATIONS AT THE NEW SITE.

 

·         I had a lengthy meeting with Gary and we discussed next steps, such as transferring the license once they have are operational. They anticipate this to be within 6-9 months. A schedule for repaying their loan to KBOO will occur at this time as well.

 

·         I am recommending that KBOO pay the FCC filing bills, related to KBLU-FM, from Michael Brown, until the transfer of the license does take place – thus avoiding any misunderstanding with the FCC, as to who is the rightful owner of this license and who is actually requesting the different FCC status applications. As this is our license renewal year, we do not want any issues out there that could cause a delay in the KBOO license being renewed in a timely manner.

 

·         I am requesting that this topic: “Analysis of New KBOO Translators, and Options for Existing Corvallis Translator” - (supported by an informational document prepared by Michael Brown, under my direction) by placed on the March 2013 agenda for a full discussion by the board. I will send the summary document to the board members prior to the arch meeting. This will be a 30 min. discussion.

 

KBOO WEBSITE

 

·         As you know, Roger has requested that he no longer host the server or act as web master for the KBOO website. I have contracted with Nat Taylor, an independent Drupal programmer / contractor to take these tasks over.

 

·         The KBOO website will be moved to the Amazon Cloud, on a trial basis for 3 months to determine if this will meet our needs. If it does, an annual contract with Amazon will take place.

 

·         The KBOO web “stream” will be moved to Linode Server (at a cheaper rate than Amazon for this specific service).

 

·         For about $1,500 (and during the first 1-2 months) the first items to fix, repair and re-do on the KBOO website will be: move the server, move the stream, redesign / rebuild the homepage, fix the events pages and replace the community calendar, re-create the program pages, re-do the membership form and development /membership pages, assess further needs and create a priorities list.

 

·         We will be determining if Drupal is our best bet for a new website. I have an intern who is currently researching foundations to approach for a brand new KBOO website and who will, with my assistance, write a capacity grant for this project.

 

 

BOO MOON

 

·         Took a great amount of my time for the last two months. Was a huge success. We will probably net $3,000+. The attendees were very happy and the committee has already started planning for another one in 2014.

 

HR – EMPLOYMENT POLICY WORK

 

·         This effort is right on schedule. A new Employee Manual, which includes and is based on all the new employment policies will be “rolled out” at the March 5, 2013 staff meeting, by a representative from the HR firm.

 

·         A closed session with the board, during this meeting, will be held to answer any questions of the board regarding this manual and the employment policies that the executive director (station navigator) has been working on and will adopt for implementation.

 

 

DEVELOPMENT / MEMBERSHIP

 

·         Underwriting YTD total is $27,103

 

·         A special mailing to donors, regarding our “monthly giving” contribution option is been prepared and will be mailed soon. You were all placed on the mailing list, so you can see what we are saying to donors.

 

·         A special spring solicitation letter is bring written and will be mailed in May / June.

 

·         The planning for the Spring Membership Drive is well underway and will take place March 21st – April 6th. A new t-shirt has been designed and printed for this drive.

 

·         More infrastructure and improved processes are being worked on to expedite our deposits and ensure that everyone who donates to KBOO is thanked in a timely manner.

 

·         A new partnership with the ReDIrect Guide has happened and we will again be featured in the next edition.

 

·         More fundraising / marketing information will be presented as part of the committee reports.

 

OTHER

 

·         We are doing live remote broadcasts from the Illahee Lecture Series, for times and dates of these programs please check the website.

 

·         There has been great response for the new Tune In, Turn On, Remember series on KBOO, featuring interviews from past KBOO reporters, directors and staff – incorporated with audio tape, these individuals were associated with - from our archives. For dates and times of these programs, visit our website.

 

·         Two grants were submitted for digitization of the archive tapes, one to the Collins Foundation, the other to the Miller Foundation, for a total of $80,000.

 

·         New partnerships have been established with the Oregon Historical Society, Portland Community Media, Jim Pepper Festival, and numerous other non-profits through our expanding – and very popular media sponsorships.

 

·         Meetings with all hosts will begin in early March. Erin and Ani are hosting these meetings, which include the new programmers guidelines and contract form. Lynn will b attending all these meetings to personally meet with all hosts, to answer their questions and hear their ideas and concerns.

 

·         Our remote broadcasts are expanding, and the community loves them and is requesting more and more onsite broadcasts from around Portland. The interim engineer ahs been asked to provide a cost breakdown for these events, so we can locate a sponsor or sponsors for them, as we did not budget accordingly for the expenses associated with the increased number of them. Lynn has also requested that recruitment and training of volunteers, for our engineering crew, be increased.

 

·         Too many more to even list.

no

Meeting of the KBOO Board of Directors 2013/03/25

  

KBOO BOARD OF DIRECTORS MEETING MINUTES

March 25, 2013

6:00 p.m. to 8:30 p.m.

 

Directors Present: Marc Brown, Michael Papadopolous, , Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, , Damon Isiah Turner(until 7:15), Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Directors Absent: Damon Isiah Turner(after 7:15)

Staff Present: Lynn Fitch

Public Present: Zale Chadwick, Kurt Lauer, Kevin Card, Per Fagereng, Robert Barncord, Ani Haines, Barry Sutton

 

Agenda Approval

Motion to move financial committee closed session item to number 5

Seconded

Consensus

 

Concern noted about policy making body spending 60 minutes on vision development when it belongs in committee

 

Motion to consign vision development to committee

No second

 

 

Motion to approve the agenda as amended

Seconded

8 in support

1 opposed

0 abstention

 

Agenda as amended approved

 

February Minutes Approval

Motion to Approve the February 25, 2013 minutes

Seconded

6 in support

0 opposed

3 abstain

 

Minutes approved

 


Financial Committee Agenda Item

Motion to enter closed session

 

8 in support

0 opposed

2 abstain

 

Enter closed session at 6:25

Leave closed session at 6:40

 

Motion to approve the Executive Director salary in an amount that will be relayed to the financial coordinator by the treasurer

Seconded

Consensus

 

Vision Development

With the assistance of Michael Beck, the directors participated in an extended discussion of the vision of KBOO with the goal in the next few months of creating a strong statement of the vision of the KBOO Foundation.

 

Executive Director’s Report

  • The new Human Resources policies have been distributed
  • Some staff requested changes will be made
  • The Executive Director attended more than 15 meetings with volunteers and hosts
  • There have been additional meetings with volunteers who are supportive of changes
  • There has been much work on the spring membership drive
  • We had an advertisement in the Oregonian with new T-shirts
  • Much work is being done on website
  • FCC translator issues continue
  • The station continues planning for 45th birthday celebrations

 

Committee Reports

 

Finance

Will have a mid-year budget review next months

The Finance Committee will be trying to set a date and time for budget retreat/mid-year budget review/ looking to FY14

 

Programming

Door to door surveys will be discussed in April

March 29 will be News and Public Affairs day

April 22 will be Earth day/environmental programming day

We had one indecency suspension

Questions have been asked regarding hard knock radio and concern for more local production

We have a new sports program

 

Governance

This new committee is working on its structure

Hadrian is the chair

Matthew is the secretary

The committee is going to develop priorities

 

Nominations

We need to meet

The candidate packet is ready to be posted online

With some modifications, the schedule for the election cycle is set

 

Development

The Development Committee did not meet this month

Potential board led fundraising activity has been discussed-breakfast with the directors

Development started out thinking about a large event for the 45th Anniversary but after talking with hosts, there is an interest to do smaller events around the anniversary similar to the Once in a Boo Moon event

 

Emergency Business

none

 

Adjourn at 8:30

 

 

 

 

 

 

no

Annual Meeting September 15, 2013

no
AttachmentSize
AnnualMeeting2013.pdf96.59 KB

Meeting of the KBOO Board of Directors 2013/04/20




KBOO BOARD OF DIRECTORS MEETING MINUTES

April 20, 2013

6:00 p.m. to 9:30 p.m.

 

Directors Present: Marc Brown, Michael Papadopolous, Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Directors Absent: Damon Isiah Turner

Staff Present: Lynn Fitch

Public Present: Ben Hoyne, Kurt Lauer, Per Fagereng, Louis Sowa, Bruce Silverman, Bill Resnick, Linda Olson-Osterlund, Zale Chadwick, Paul Roland, Jim Dancing Trout, Joe Clement, Eugene Bradly, Tom Becker, Jamie Partridge, Rebecca Nay, Debbie Rabidue, Mitch Ritter, Ani Haines, Daniel Flessas, Mike K, Ralph Coulson, Frann Michel, Kate Welch, Thomas Hood

 

Agenda Approval

 

Motion to combine 10-12 and put under 5 and then 9 and then 6, 7 and 8 then 13

Seconded

 

Motion to amend the agenda to have the Governance Committee report first on the agenda

Seconded

 

First motion withdrawn

 

Motion becomes stand alone-Motion to have the Governance Committee report first

Seconded

 

5 in favor

4 opposed

1 abstention

Motion Fails

 

Motion to approve agenda

 

6 in favor

2 opposed

1 abstention

Motion Passes

 

March Minutes Approval

Motion to approve March 25, 2013 minutes

Seconded

 

9 in favor

0 opposed

Motion Passes

 

KBOO 2.0-The Regenteration

 

  • Marc Brown provided background on the changes we are seeing

  • Paula Small provided a fiscal picture about the KBOO Foundation

  • Lynn explains and clarifies the current process for collective bargaining

 

Motion to add 15 minutes

Seconded

Concern about divulging information and risk

Concern that plans have not yet been disclosed to board

 

Motion to amend to make it a closed session

Seconded

 

5 in favor

4 opposed

1 abstain

Motion Fails

 

Original motion

 

6 in favor

2 opposed

3 abstain

 

Concern expressed by ED regarding liability to the Corporation about disclosing information

 

Request for a special meeting of the members for the purpose of discussing the changes at KBOO

Seconded

 

Comment that it appears too soon

8 in favor

0 opposed

1 abstain

Motion passes

 

Until further notice from the Board of Directors, the Interim Station Manager (“Manager”) shall deliver to each member of the Board of Directors as soon as reasonably possible all information relevant to KBOO employee relations and KBOO collective employee action.  The Manager shall attempt to deliver information to all directors simultaneously or as contemporaneous as reasonably practical.

 

In particular, the Manager shall deliver information regarding communications with employees which reasonably could be construed to be an unlawful labor practice to each member of the Board as soon as reasonably possible, but in any event within twenty-four hours of receiving said information.

 

If the information is of a sensitive nature that should not be publicly disclosed and the Manager is not able to deliver the information to each member of the Board of Directors in a secure manner, then the Manager may instead deliver the information to the Executive Committee or any Committee of the Board of Directors that the Board has formed for the particular purpose of advising the Board on collective employee action and labor relations.

Seconded

 

Motion to amend motion to refer the issue to the Governance Committee

Seconded

 

6 in favor

0 opposed

2 abstain

Motion to send to Governance Committee Passes

 

The Board of Directors directs the Station Manager to provide to the Board a 2-3 page outline of all communications between any KBOO employees and the Station Manager related to collective employee action about workplace and employment.

 

The Board of Directors requests that this outline include (a) copies of all documentary communication related to collective employee action about workplace and employment; (b) names of human resources and legal staff consulted by the Station Manager since the beginning of March, regarding employee responses to the employee handbook, along with approximate hours spent and copies of their communication with the Station Manager.

Seconded

 

Motion to amend motion to send the issue to the Governance Committee

Seconded



7 in favor

0 opposed

2 abstain

Motion to refer to the Governance Committee Passes

 

Motion to approve the effective date for the Executive Director’s Salary increase as March 26, 2013

Seconded

 

6 in favor

3 abstain

Motion Passes

 

Motion for closed session for the purpose of discussing confidential information for legal bills incurred

Seconded

 

7 in favor

2 abstain

Motion Passes

 

Enter closed session at 8:40

 

End closed session 9:05

 

Motion to amend agenda to withdraw item 12

Seconded

 

6 in favor

1 abstain

Motion Passes

 

Emergency Business

 

Motion to approve the temporary assignment of Paula Small, Treasurer, and Matthew Bristow, Vice President as signers and authorized agents on the KBOO Foundation's checking, savings, money market accounts and safety deposit box.  The temporary assignment(s) are for the time the above-mentioned hold Officer positions on the Board of Directors.  When the officer appointed is terminated, the authorization to the banking accounts will be removed.

Seconded

 

Purpose to allow oversight of bank accounts

 

8 in favor

1 abstain

Motion Passes

Motion to submit written committee reports April 29

Seconded

 

8 in favor

1 abstain

Motion Passes

(Note: No reports received by April 29.)



Motion to remove SW Conser from the board for cause

No second

 

Adjourned at 9:30













no

Meeting of the KBOO Board of Directors 2013/06/03

 

 

KBOO BOARD OF DIRECTORS MEETING MINUTES

June 3, 2013

6:00 p.m. to 9:30 p.m.

 

Directors Present:Michael Papadopolous, Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Directors Absent:

Staff Present: Lynn Fitch

Public Present: See attachment A

 

Ground rules

 

 

March Minutes Approval

Motion to approve March 25, 2013 minutes

Seconded

 

5 in favor

1 opposed

Motion Passes

 

 

Nomination and Election of Board Secretary 10 Minutes

Motion to nominate Rabia Yeaman to the position of Secretary to the BOD

Seconded

 

4 in favor

0 opposed

2 abstain

Motion Passes

 

 

Motion to expand public comment and move/combine & table motions

Seconded

 

Motion fails by a majority vote

 

Motion to table agenda items 6, 7, 10, 11, 12 and 13. Item 9 was removed. Items, and move items 8 and 14 to after extended public comment., and to offer 15 minutes of public comment after items 8 and 14.

Seconded

 

4 in favor

0 opposed

2 abstain

Motion Passes

 

 

 

 

 

Motion to Form an Employment Law Work Group
Seconded

 

Directors Appointments
Jeff Kippleman
Matthew Bristow
Lisa Loving

 

Emergency Business

 

Appoint members to Nominating Committee

Directors Appointments
Lisa Loving

Rabia Yeaman

 

Motion to allow Joe Uris to speak during the meeting
Seconded

2/3/2

Motion fails


 

 

Adjourned at approximately 9:30

 

 

 

 

 

 

 

 

 

 

 

 

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Meeting of the KBOO Board of Directors 2013/08/26

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BOD_Minutes_08262013_Final.pdf180.47 KB

Meeting of the KBOO Board of Directors 2013/06/24

 

KBOO BOARD OF DIRECTORS
MINUTES

Monday, June 24, 2013

6:00 pm – 9:25 pm

 

Facilitator: brush

Secretary: Rabia

 

Directors Present: Michael Papadopolous, Rabia Yeaman, , SW Conser, Jeff Kipilman, Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Directors Absent: Matthew Bristow

Staff Present: Lynn Fitch

Public Present: (see attachment: Public Sign Up Sheet)

 

 

1.       Ground Rules & Focus: brush                                                               10 minutes

            Turn off cell phones

            Check-in

 

2.       Agenda approval                                                                                             5 minutes
Motion to move item #18 Appoint new Directors to #5
seconded
2/5/0
Motion Fails

Motion to move non-action items to follow action items with the exception of #18
Items #12, #13 removed by sponsor
Item #14 removed from agenda included in handout
Items 6, 10, 15 and 19 moved behind #18
Seconded
Approved 7/0/0

 

3.       Public Comment I                                                                                            10 minutes

 

4.       June 3, 2013 Minutes Approval                                                                        5 minutes
Approved 6/1/0

 

 

5.       Board Policy Manual - Part 5: Board Structure and Processes                        15 minutes

Paula Small

 

MOTION: That the Board confirm its understanding and adherence to the Board Policy Manual, part 5: Board Structure and Processes.

BACKGROUND: Based on communications at KBOO Board meetings, via e-mail threads, via social media, etc., some Board members are not following policies outlines in the Board Policy Manual, specifically part 5. I'd like confirmation, in order to refer issues and violations of this part of the policy to the Governance Committee and/or Board.

 

Specifically, Board members are to speak with one voice about Board decisions, even if they were dissidents. More importantly (to Paula, who's making the motion) is the part of the policy referring to ensuring the financial solvency of the corporation (i.e. the KBOO Foundation).

 

Hadrian requests it be added to the minutes that he objects to the board not affirming state requirements of duty of loyalty.


Seconded

3 in favor

3 opposed

1 abstention

Motion Fails

 

 

 

 

6.       Radio Pictures Work Group Check-in                                                  10 minutes

Lynn Fitch

Removed from agenda

 

PURPOSE: To share information about the activities of the Radio Pictures Work Group.
MOTION: Discussion, with possible nomination(s) and election(s) of member(s) to the Radio Pictures Work Group.

 

 

7.       Place Board Policy Manual in Abeyance                                                        10 minutes

Michael Papadopoulos

 

MOTION: Move to place the board policy manual in abeyance and refer it to the Personnel Committee as it violates the spirit of both the KBOO by-laws and strategic plan as well as the core values of KBOO.  The committee would report its findings and recommendations to the Board.

 

 

BACKGROUND: Passing this motion would provide the opportunity for the board and staff to actually work with the membership in constructing a policy manual through healthy membership participation in both membership/board meetings and through the KBOO committee structure.  It would also provide the board with the opportunity to explain the rationale of their changes and allow questions and feedback from concerned members. All former policies would be re-instated in compliance to KBOO policies in effect prior to January 2013 during this time of abeyance with the Interim Executive Director becoming the Interim Station Manager, re-installation of just cause policy, re-institution of past staff benefits, and many other changes that have occurred through the new policy manual that are not supported by the by-laws or strategic plan.  The board should issue a statement encouraging open communication between members, staff and the Board, and reaffirming the collaborative spirit at the heart of KBOO Community Radio.

seconded

 

Motion amended to read:

 

Create a board policy workgroup consisting of not more than 3 board members, any number of members, not more than one staff representative, leaving the current board policy manual active (abeyance removed from the original motion).  The workgroup will present its findings 90 days from the date of passage of this motion.

 

Seconded

7 in favor

0 opposed

0 abstentions

Motion Passes

Motion to appoint members of the newly created Policy Manual Workgroup (see Item 7)

Seconded

 

Amended to

Move this motion to after item #18 (Board Appointments – refer to audio record of meeting)

Seconded

5 in favor

2 opposed

0 abstentions

 

 

8.       Commence good faith negotiations with the CWA                              10 minutes

Michael Papadopoulos

Seconded

6 in favor

0 opposed

1 abstention

Motion Passes

 

MOTION: In camaraderie with the KBOO membership, move for the KBOO board to commence good faith negotiations with the Communications Workers of America.

 

BACKGROUND: Both the membership and members of the board have responded positively to the staff voting to unionize.  It is important noting KBOO’s history, culture, and most importantly mission; for negotiations to be conducted quickly in the spirit of KBOO.  This is essential for the health of the board leading the participatory-membership.

 

Lynn Fitch – negotiations have commenced and will begin July 24, 25 and July 29 at the CWA office. At least 2 board members would be joining Lynn Fitch in negotiations.

 

Jeff Kippleman suggests attorney Greg Kafourey as legal council for the KBOO Foundation during negotiations to work with Lynn Fitch and appointed Directors during representation.

 

 

 

 

9.       Re-creation of KBOO Governance Committee                                     10 minutes

Michael Papadopoulos

 

MOTION: WHEREAS the Board has created a Governance Committee as a Standing Committee of Directors, and although five directors stated an interest in serving on that committee, there was no quorum on June 10, and the meetings of May 12 and earlier did not result in advising the Board in resolving internal conflict

 

WHEREAS it also appears that members of the Foundation have an interest in participating in strengthening the Foundation’s Governance functions,

 

THEREFORE the Board shall re-create the KBOO FOUNDATION Governance Committee as a committee to advise the board of directors regarding the corporation’s governance policies and practices, and as a committee not exercising the authority of the Board of Directors in the management of the corporation. Members of this re-created committee shall include at least one Board member appointed by the Board, one staff member appointed by staff, and any member of the corporation who attends three consecutive meetings.

 

BACKGROUND: Even in the light of current conflict between the Board of Directors and the membership of the KBOO Foundation, it seems unlikely that the Governance Committee was deliberately created as an Article VIII Section 2 “Standing Committee of Directors” in order to prevent interested members of the Foundation from participating in KBOO’s governance by participating in Governance Committee-decisions and Governance committee advice to the Board on how to govern the KBOO Foundation in the light of ongoing conflict.

 

Seconded

 

Amendment: Refer the question of the composition of the Governance committee to the newly formed board policy workgroup

 

 

7 approved

0 opposed

0 abstentions

 

 

 

 

 

10.    Training Role and Compensation for Board Facilitator                                   10 minutes

Lynn Fitch

Removed from agenda

 

MOTION: Discussion, possible action

 

 

11.    Foundation Policy Regarding Labor Representation                           10 minutes

S.W. Conser

 

PURPOSE: To clarify KBOO Foundation policy regarding the involvement of labor representation in the activity of the station.

 

MOTION: The Board of Directors is called upon to clarify KBOO policy, as to whether labor representation at KBOO is or is not in the best interests of the Foundation.  The Board may also opt to decide that the Foundation officially takes no position on this matter.

 

In the event that contractual developments following the submission of this agenda item and preceding the June 3, 2013 Board meeting call upon the Foundation to officially take no position on this matter, this agenda item will be withdrawn.

 

BACKGROUND: Confusion among the KBOO membership has followed statements in the local media, concerning Foundation policy on third-party representation.  These statements may or may not have resulted from misattribution.  This agenda item aims to clarify policy touching upon these statements.

 

Amended to read: the KBOO board takes no position on whether labor representation is or isn’t in the best interest of the KBOO foundation.

 

Seconded

3 approved

1 opposed

4 abstentions

 

Motion Fails

 

 

 

12.    Offer from KMUZ                                                                                              5 minutes

Lynn Fitch

Removed from agenda

 

13.    Request from VOZ                                                                                            5 minutes

Lynn Fitch

Removed from agenda

 

14.    Update FCC Licenses Renewal                                                                        5 minutes

Lynn Fitch

Removed from agenda

 

 

15.    Duty of Care Presentation                                                                                5 minutes

Lynn Fitch

 

MOTION: Discussion only

 

 

16.    Request for Closed Session                                                                             10 minutes

Lynn Fitch

Motion to enter closed session

PURPOSE: Discussion of confidential personnel Issues

Seconded
5/0/2

 

 

17.    Board President's unauthorized spending of KBOO funds                   10 minutes

Hadrian Micciche

Motion to table till July 2013 Meeting

Seconded

6 in favor

0 opposed

1 abstention

Motion Passes

 

MOTION:

1. I move that S.W. Conser reimburse the KBOO funds he spent for legal fees wastefully and without authorization.

2. I move that S.W. Conser be removed as Board President.

 

 

18.    Appoint 3 Members to the Board of Directors                                      15 Minutes

Rabia Yeaman

 

PURPOSE: Fill vacancies on the Board of Directors.

 

MOTION: 3 appointments to the empty positions left vacant by the directors who have resigned.

 

 

19.    Executive Director’s Report                                                                 10 minutes

Lynn Fitch

 

 

20.    Committee Reports                                                                              15 minutes

 

·         Finance Committee

·         Programming Committee

·         Governance Committee

·         Personnel Committee

·         Nominations Committee

·         Development Committee

 

 

21.    Emergency Business                                                                            10 minutes

 

 

22.    Public Comment II                                                                               10 minutes

 

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KBOO Board of Directors Meeting 2013-06-24.mp318.9 MB

Meeting of the KBOO Board of Directors 2013/07/15

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BOD_Minutes_2013_07_15_Approved.pdf100.43 KB

Meeting of the KBOO Board of Directors 2013/07/29

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July_29_KBOO_BOD_Minutes.pdf134.89 KB

Meeting of the KBOO Board of Directors 2013/08/06

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08_06_2013_KBOO_BOD_Minutes_Approved.pdf150.43 KB

Meeting of the KBOO Board of Directors 2013/09/23

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BODMinutes_09232013-Final.pdf174.01 KB

Minutes of the KBOO Board of Directors 2013/10/06

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Special Board Meeting Minutes 10/06/2013.pdf54.99 KB

Minutes of the KBOO Board of Directors 2013/11/18

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minutes_11182013.pdf35.3 KB

Minutes of the KBOO Board of Directors 2013/12/16

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director_privilege_stataement_michaelpapadaloulus.pdf3.64 KB
bod_agenda_draft_minutes_12162013.odt189.44 KB