Meeting of the KBOO Board Of Directors, 2009/04/27
MEETING OF THE KBOO BOARD OF DIRECTORS
Monday April 27, 2009
Board Members Present:
Becky Chiao-note taker
Joe Azevedo—food bringer
jamilah bourdon—time keeper
Staff and Public Attendees:
Nia Lewis pm news volunteer
Ivan Green former volunteer current member
Meeting Called to Order at 6:07 or so--we started with introductions and check-in.
Judy just got back from New Mexico. Mark made it quickly in from Hillsboro even though he left work late. Joe talked about A Touch of Portland, a KBOO fundraiser for Summer Solstice 12-7 with donated massage, healing, acupuncture, Erin met a just-born niece, Louis completed his annual bike ride to Salem and back and got his ham radio license. Eric is preparing to go to Brazil via Chile and other places afterwards. Becky will be going on a trip to South Dakota and Indiana. Arthur reported on the comedy festival this past weekend—an observation about how war is government spending and the Rhododendron Gardens. Ivonne is glad to back after being away after illness and a car accident. Marty is here about the board opening. John is the Chief Engineer.
Review of Commitments—FMLA issue at personnel, Board Calendar for Board Packet and By-laws Elections issue are carry-overs.
Budget Request—About $1500 for changes to studio to facilitate live DJ broadcasting. This is in accord with our desired program changes. It was going to be part of the capital campaign, but it makes sense to spend the money now. Judy sought the sense of the group and there was consensus to approve the spending.
Kathleen’s Sabbatical—The initial budget item had funds for 11 weeks, but we need more transition time. Arthur proposes spending an additional $1,900 for sabbatical coverage. Judy sought the sense of the group and there was consensus to approve the spending.
In addition, there may be additional work that is needed to be done early in the mornings. Kathleen would like to find volunteers to help, but might need to pay someone with particular technical skills. We will be having some program changes in the am news department and we don’t want to put that off. We could approve spending money now or we could approve giving the executive committee authority to decide later. Eric suggested giving Arthur the authority to pay someone if needed. Judy asked whether Arthur thinks it depends what we decide to approve. Erin asked whether she is looking for volunteers just for the sabbatical or ongoing? Arthur said particularly for the sabbatical, but she’d like to find volunteers for that on an ongoing basis too. Genevieve asked about how will new hosts transition when Kathleen isn’t here. Arthur said that hosts will need a lot of feedback. There will be pilot shows and rotating slots. The rotating slots actually create more work for the programming staff but were asked for by the Program Committee. Judy said it sounds like people are OK with giving Arthur the authority to spend the money if required. Judy sought the sense of the group—does the board authorize the Manager to spend an additional $2,165 if needed. Ivonne had some questions about the overall costs of the sabbatical. She would like us to rely on volunteers if we can. Arthur said that he will let her know that. There was consensus to approve the spending if necessary.
Arthur suggests we read the rest of the materials he handed out. Attached
Judy asked about the D&O insurance, we found we can get the same coverage at a lower price through NFCB. Debbie has some questions about it. Arthur expects we’ll purchase it tomorrow.
Decision Making Proposal—There are a couple of suggested change to the earlier draft of the proposal. Attached. The idea is that this would be implemented on a trial basis, we’ll revisit it in 3 months, and then formalize in a year or so if it is working well. The Staff discussed this and had some comments. They thought the thumbs up and thumbs down might be disruptive. They want to try it out, feel they need time to think about it. Arthur talked about all of the changes going on for staff and workload issues. There were other aspects of things to do resulting from the retreat with Carri. Arthur thinks the staff can work on the hand signal part for now, but will have to put off the rest of the decision making and the organizational change issue.
Louis said that he thinks the board should go forward with using the model with the goal of bringing it out to other groups. Erin agreed with Louis and recalled that the next step was to have Carri to trainings for facilitators and that maybe we should do that with the board and not the staff and board members can take the lead on introducing this to the committees. Judy said that it was planned to have the committees have facilitators which hadn’t happened. The Board has been using the signals. Arthur said if there is a training, we could build in some flexibility in the system. Genevieve and Erin talked about their take on the thumbs up and thumbs down. Eric said he is OK with the changes proposed—that the process is organically manifesting. Judy will communicate with Carri about setting up a facilitation training. Arthur said staff and volunteers will probably be interested.
Food Break—yummy curry
Mid-Year Financial Report—we are doing slightly better than expected, but we still need to increase revenue in order to have a balanced budget. Our endowment fund lost some money.
Eric is resigning so we need a new treasurer. We need to have a treasurer under Oregon Law. He suggests we read the reports (emailed to all board members today). Eric thinks the Finance committee will be pretty stable. They meet third Tuesdays.
Fund balance is money we can use as extra. That is usually less than cash. Some of what is “cash” is restricted. The balance sheet shows when we’ll run out of cash. The two big variables for the next six months are the Spring Drive and the capital campaign which is seeking to raise $50,000 for $50,000 worth of new equipment.
We predicted pretty accurately, and budgeted for deficit spending of additional money had.
Mark asked how much work is the treasurer commitment? Eric said if someone wanted to just do it until new members are elected it could be not too much of a commitment. Eric said he’s spent 5-7 hours per week and more during the budgeting process. You can do more or less.
Eric had mentioned that most expenses are personnel costs. Mark asked how many FTEs are $100K (the budgeted deficit). Arthur answered 2.5.
Jamilah said that some categories are underspent and wanted to clarify her understanding that the unspent money goes back into the general fund. Arthur said that is correct.
Arthur said that he would like the treasurer to chair the Finance Committee—schedule meetings, set the agenda and thinks that the treasurer doesn’t need a finance background but should be willing to learn how to read the balance sheets.
Arthur explained that we have $500K cash--$200K 3-month operating reserve. $100K funds dedicated to specific expenses and $200K surplus unallocated (would be used to pay for deficit.) There are things to pay money that could bring in new revenue—like advertising and ways to save money, for example, we’re going to save money by switching the news wire service that we use. He reemphasized the connection between membership and listenership figures. We are hoping that the membership drop will level out now.
Judy suggested that we follow up on these issues at the next meeting and we focus on creative suggestions for how to decrease the expenditures.
First draft of the next budget starts in June, we usually approve the next year’s budget in September.
We thanked Eric for his contributions as he resigned. And we thanked Joe for the food too.
Chris Merrick can’t be here to do a Programming Changes Update. Arthur suggests that people read Chris’s report. Attached. Arthur went though the highlights. They are taking a look at the am news, talk radio and there will be some afternoon changes. Chris noted that fewer programmers are coming to meetings and worries that people don’t realize that there will be changes coming, but jamilah noted that there has been information given out to programmers about planned changes.
Judy asked what about the Spanish language programming. Arthur said he thinks that is going to be addressed later in the year. Currently we have Spanish language programming 3 times a week at different times of the day. Ivonne said that the shows have different audiences and have longtime listeners and talked about the importance of including the limited English proficiency audience.
Board Appointments--We have two people who came to the meeting interested in the board openings—Nia and Marty. We have three openings as of tonight with Eric’s resignation.
We let each person give a public statement and ask us questions.
Marty worked for WLS in Chicago for a long time and has been involved with many stations. He has been a board op and production engineer has done maintenance. He felt frustrated working at commercial stations with narrow missions. He has experience implementing remote broadcasts. Would like to see KBOO work as effectively as possible.
Nia has been a volunteer for about a year and a half. She has a passion for media and speech, has a degree in rhetoric and speech and teaches speech. She has been volunteering in news, but realizes there is a lot of work that goes on with the board. She loves KBOO’s mission and would like to help out broadly as a member of the board.
We have 3 general board openings, the grid shows where our current strengths and weaknesses are. We need a treasurer. There are officers, all board members are supposed to serve on a committee. Arthur said that an active board member will spend 4-5 hours per week on KBOO business and that the board is starting to include fundraising more prominently for its members.
Closed session 8:14 to discuss the prospective board member appointments.
Reopened Public meeting at 9:15.
The Board would like to appoint Nia Lewis to the Board of Directors—there was consensus.
Treasurer appointment –meetings are 2 hours from 6-9 pm. Mark Allyn is somewhat willing. Genevieve and Erin also expressed interest. Judy sought the sense of the board to appoint Genevieve as Treasurer. There was consensus on point. We hope that Genevieve will continue her work on the capital campaign.
Development Committee Update—Capital Campaign has started—we have some donations already. Sun did a presentation to the staff asking them each to make a meaningful donation to the Capital Campaign either individually or by soliciting money. Staff committed to bringing in $250 each. We can give our donation to Sun directly or talk to Erin about how to solicit from friends and family. Erin will send out an email with a pitch for money specifically for studio upgrades. It would be great to have the money before June 8.
Committee meetings update—have committees done this? Judy will email another form for committees who haven’t done it. People should forward responses to Erin.
Willamette KBOO Committee—do we need to make it clear that there is no Willamette KBOO group? Yes. The consensus is that there is no Willamette KBOO Committee authorized by the KBOO board. People from the Willamette Valley who are interested in being involved with the station should contact Genevieve at Genevieve@kboo.org.
Next months meeting—the regularly scheduled meeting would be Memorial Day. Can we change it to May 18? Yes. Becky is bringing the food. The room is already reserved.
Consent Agenda passed unanimously.
Judy will talk to Carri and Arthur about setting up facilitation training.
Judy or Eric will email Marty with the board member application
Joe, Genevieve and Erin will connect with Nia about the Development Committee
Eric and Genevieve will meet before Eric leaves, Judy said she’d like to come too to the meeting
Judy will announce Board changes—new member and treasurer changes on the web and ask Zale to make Nia a board packet
Erin will arrange an orientation for Nia.
Arthur will talk to Chris about getting Nia a mailbox and getting her on the access list
All committee liaisons should fill out the job description form and forward the results to Erin.
Judy will tell Ivonne about the change in the meeting date.
Joe will make a cart about the meeting date change and a sign for the volunteer board and white board, Judy will put something on the website.
Public Meeting adjourned at 9:50 pm.
We entered into a closed session at 9:50 pm.
We reopened the meeting at 10:02.
Meeting adjourned at 10:07
APRIL 27, 2009 AGENDA (PROPOSED)
Public Comment 10
Review commitments 10
Decision Making Proposal- Judy/Arthur Discussion 30
(See email sent 4/20 with attachments)
Mid-year financials: year to date, trends, and membership projections- Eric Discussion 30
Program changes update- Chris Discussion 20
Where we are with the timeline for the changes and what's next....
Board appointment Presentation, Discussion, Possible Action 45
Candidate public statement (3 min. each)
Becky will have questions for the candidates for closed session.
Re-open session: action for appointment or announcement of no action
Development Committee Update- Erin Discussion 10
Committee meetings update- Judy Discussion 15
Report back to board on filling out Committee “Job Descriptions”
Consider status of Willamette/KBOO group
Schedule next meeting- May meeting is Memorial Day 5
Membership Drive- Supervising Training April 29
Consent Agenda Board approves the Consent Agenda 5
Board Officers to review Staff Evaluations
Board approves the current Management Work group: Becky, Judy, and Genevieve to review staff evaluations as a one-time activity.
Background: Staff approved proposal for the current management work group (Becky,
Erin, Genevieve, Judy) to review staff evaluations as a one-time activity
with the goal of evaluating management structure. The evaluations will be
confidential to that group.
March Board Meeting Minutes approval
Board approves the March Board Meeting minutes as amended with feedback.
April 27, 2009
1) Possible expenses:
a) Air room: We need to make changes in the air room to meet the needs of our dj’s who do live mixes. The current configuration doesn’t work for these DJ’s. Initially, this wa a capital campaign item, but it was removed when we thought we’d found a budget solution, but we will probably have to go back to the full solution of a new microphone, boom, cabinet material and DJ software–about $1,500. We’re still working out the final details, but if we develop a plan that Chris, John and I all support, I would like to be able move forward. This is an important programmatic need as we move into a new sound for the evenings.
b) Sabbatical Coverage: Kathleen will leave for a three month sabbatical after the first week of June. We budgeted a replacement person at 40 hours per week In the original budget, we forgot to include a week overlap for that person before and after the sabbatical. We also budgeted based on a 12-week sabbatical, but Kathleen’s three-month sabbatical is 13 weeks. This is an additional $1,900. An additional challenge is that we are making program changes in June or July. This will increase the workload for the department, particularly because there will be new hosts and programs. In order to ease the burden for the new person, Kathleen is looking for daily volunteers to work on audio and copy editing and also program hosts to assists with feedback. Depending on who is hired for the temporary position, what volunteers are available and what program changes are needed, there may be a need for additional daily coverage to do some routine tasks. A temporary employee for two hours per day at ten hours per week would cost $2,165. I would like to ask the board either for authority to make such a hire if needed or to bring to Executive Committee for discussion.
c) Proposed motions:
i) The board authorizes up to $1,500 to be spent on air-room upgrades as needed in order to support program changes by meeting the needs of contemporary electronica and hip hop DJ’s.
ii) The board authorizes $1,900 to allow a temporary employee enough time to cover Kathleen Stephenson’s 13-week sabbatical and have one-week overlap periods before and after the sabbatical. This is in addition to the $7,424 budgeted.
iii) The board authorizes the Manager to spend up to an additional $2,165—if needed—for additional daily help during Kathleen Stephenson’s sabbatical. We understand that the goal is to find volunteer coverage for this need. OR The board asks the Executive Committee to evaluate additional coverage needs for Kathleen Stephenson’s sabbatical in conjunction with the Station Manager and spend up to an additional $2,200—if needed.
2) D&O Insurance: I have found a quote that is $1,265 instead of $1,905 for $1,000,000 shared limit for D&O and EPL; this is through an NFCB group buy. If there aren’t any surprises, I hope to purchase on Monday.
3) Possible delays:
We have two big items—Decision Making and Management Proposal—that may need more time to resolve in a productive way. I myself brought these items forward, but I’m seeing a lack of traction in most areas and big changes being implemented to meet our strategic goals.
We have a lot on our plates--not only daily tasks, and one-time events like NFCB and Marilyn Pittman, but also numerous new programs. This includes program changes in June/July, new training programs for programmers, formal evaluations for programmers, a new major giving department (within four months), refocusing outreach, revamping our website, changing program staff & volunteer workflow and training around website...and more.
The decision-making process has some movement, but we only got half-way through our retreat agenda and generated a lot of new work. The management proposal needs a lot of work and doesn't have one direction with strong support. Taking the temperature, so to speak, I'm seeing a lot of glazed eyes both in our work group and staff meeting around both issues. The board officers developed some proposed changes a couple of weeks ago, and I brought them to staff. There was discussion, but the basic response was that it’s going to take more time.
I propose that we revisit decision-making in May or June. Realistically, several staff will take off around May 23rd, so it would be the end of May into June. I’ve spoken with most of the staff about this and had an enthusiastic and relieved response. As Andrew Geller said, “We can do all of these things, but we can’t do all of these things well.” The area that is getting the most support is to try out using consensus methods in meetings and fine-tune them more organically.
In the meantime, we need board help in fundraising and events: specifically helping Toni, Sun and the Membership Drive.
4) Job Changes:
a) Debbie Rabidue has been hired as Finance Coordinator-$30 hours per week at $21 per hour. Mel Reslor is preparing and posting deposits during the drive (10 hours per week for two weeks) for his final employee duties. Mel is making an outstanding transition to Debbie.
b) Sun Lee has left Membership Assistant to become Interim Development Director. He worked first on education through reading materials from the Manager, a day-long intensive with Kim Klein (this country’s foremost grassroots fundraising expert) and the NFCB panels. He is now setting implementing the capital campaign, a limited number of music cosponsorships and a bequest program. He has really jumped into this position. Andrew Geller is focusing solely on Membership and the other, smaller, areas in his job description.
c) We are working on a proposal for Outreach (in April) to focus on fundraising and building loyalty.
5) Pendleton: Ben and Gary Lee have recruited board members and have a fundraiser May 17th. They believe that the funds will be raised by that date to execute the buy-out agreement and minor change. We will present buyout agreement to Oremus.
6) Programming: The next round of morning and afternoon program changes is June/July. Chris, Kathleen and Jenka are developing a proposal for Program Committee feedback (incorporating previous Program Committee input).
7) Development: Sun (with Erin, Genevieve, Joe, Arthur, Eric and Zale) is moving forward with the capital campaign mailings, phone calls, individual meetings and dinner.
8) Membership: Andrew is implementing NFCB recommendations. This included winter drive, new direct mail program, new pitching materials, pitching coaches and more.
9) Outreach: Amy Goodman netted $4,100 and got great press. JoAnn and Dave did a great interview. Jenka intro’d (great to get “KBOO News” in people’s minds). Thavius Beck Black Electro event lost $305. Currently working out the issues on that one.
Decision Making Process Proposal
Draft for comment developed by consensus at the KBOO Board-Staff Retreat, Feb. 21, 2009
Proposed: KBOO board will adopt the following general process for group decision-making as organizational policy.
Definitions: Throughout this proposal member refers to a person who has met the requirements of participation for a specific decision-making body and is authorized to act on matters pertaining to that group. Existing groups at KBOO include Board, Committees, Staff, and Workgroups. The board is responsible to exercise all powers of the corporation unless responsibility for a decision is delegated through existing policy, job description, or group agreement.
- KBOO will use a consensus process for all decisions made by all groups.
- We strive for the active agreement of every member of a decision-making body because consensus-based decision making fits our values of community, emotional maturity, diversity, and creativity.
- Consensus means that all members present and deciding an issue affirm that the process has been fair and the proposal meets KBOO’s standard of acceptability.
- A fair process means all members present and entitled to participate in decision making have had a chance to voice their perspectives, ideas, and concerns and the group has done its best to create a solution that serves the best interest of the organization.
- KBOO’s standard of acceptability is that all members present are willing to accept the decision and respect the outcome of the group. (See #5 for modifications to this ideal.)
- If more than a third of the group votes as “willing to accept” (2 fingers), the facilitator is encouraged to bring the discussion back to the proposal to determine if there is strong enough support that the decision should stand.
- Members of KBOO decision-making groups recognize and accept the following general responsibilities of participation in consensus-based decision making:
- Members may present proposals to a decision-making body in which they are a member.
- Proposals will follow an established format which ideally includes background information and details such as relationship to charter, goals, and values; expected impacts on KBOO finances, staff, volunteers, and community; timeline; and process for stakeholder input.
- Group members agree to participate fully in discussions of proposals. Each will serve the best interest of KBOO, share relevant wisdom and perspective, listen respectfully to the needs and concerns of the whole group, and adopt creative solutions that move KBOO toward its goals.
- KBOO members participating in decision making will recognize and use hand signals to facilitate consensus building.
thumbs up: support for speaker's ideas
thumbs down: not support for speaker's ideas
circling hands: interest to move discussion along
1 finger: need for clarification or more information
- 4 fingers indicates total agreement.
- 3 fingers indicates willingness to support.
- 2 fingers indicates willingness to accept the proposal, although you do not feel the decision will be detrimental to the group/organization, you cannot give support for personal reasons. You are not expected to actively implement the decision, but you agree to follow it, and not to undermine it.
- 1 finger indicates a need for more information.
- 0 fingers (a fist) indicates principled opposition, a block, based upon the belief that the proposal is detrimental to KBOO. This concern can be based upon impacts on KBOO finances, staff, volunteers, and community; timeline; process for stakeholder input; or is contrary to KBOO's mission, values, or the law.
- For each meeting, a group will select a facilitator who will act in a guardianship role to implement the consensus process.
- The facilitator will conduct the meeting, draw all participants into discussions, provide for full consideration of proposals, and ensure that the process meets KBOO’s standards of fairness and acceptability.
- Facilitators may continue to participate as members of the group except they may not exercise principled opposition. Expressing opposition compromises the facilitator’s neutrality which is essential in fulfilling the obligation to provide for full consideration of proposals. If the facilitator has principled opposition, that person should transfer the facilitation role to another member of the group for the discussion on that issue.
- If a group cannot reach full consensus the following modifications may be exercised:
- The group can delay the decision until its next meeting if the delay will not negatively affect the work of the board, staff, committees, or station as a whole.
- After honest consideration of all concerns, the group may proceed with consensus minus one and note the nature of the opposition in its record of the decision.
- If the group cannot proceed using consensus minus one, a member of the decision-making body may request a vote, in which case a proposal may be passed by a simple majority of those present and voting.
- Adoption process:
- This proposal will be introduced at the KBOO board meeting Monday, February 23, 2009, and followed by an outreach and comment process to inform and involve committee members and active participants in KBOO decisions.
- The board will consider feedback and adopt a final proposal at the March 2009 board meeting.
- The policy will go into effect after endorsed by the Board and be used for a period of one year. During this time a comments box and email will be available. The board will consider comments and recommend any immediate changes after 90 days and conduct a formal review of the decision-making process a year later in 2010.
- A training will be held in April for members of decision-making groups to learn about using the consensus process and gain skills for facilitating effective meetings. Training materials and resources will be available to all members to support the transition to consensus-based decision making.
Program Changes Update from Chris Merrick
We handed out a 2009 Timeline at the January board meeting, and overall, most of what we’ve tried to do so far this year is on schedule. Our only real delay was in revising a criteria for critical listening, which incorporates three different sets of criteria:
· The program committee’s current evaluation form
· A revised “minute by minute” checklist that Jenka put together
· Marilyn Pittman’s materials
· Also: Air checks of public affairs shows for the committee to listen to
[The attachment is the 2009 Timeline if you need another copy]
Kathleen implemented morning changes in February. This included:
· Democracy Now stays at 7:00 – 8:00 am
· Talk Radio stays at 8:00 – 9:00 am
· Political and social issues programs (weekly or monthly) moved to 9:00 – 10:00 am
· Air Cascadia, 10:00 – 10:15
· Flashpoints (syndicated), 10:15 – 11:00 am
· Arts, health, and cultural shows (weekly or monthly) moved to 11:00 am p Noon
· Also: Democracy Now at 4:00 – 5:00 pm (weekdays)
We will eagerly await the results of the Spring Membership Drive to find out how these changes do.
The committee is looking at the Talk Radio strip, whether to get rid of it, improve it, or change it to something else. We are leaning towards keeping it, but having more news content, interviews, guests, etc, making them more of public affairs shows, with limited time for phone callers.
We did not remove any current public affairs programmers during this last change. There are several openings and Kathleen has been auditioning “pilot programs” from new volunteers. One of our objectives is to select some of the programs for permanent rotation. If necessary, we will consider removing current programmers.
As Kathleen is leaving June 1st, the program committee has limited time to finish this process. The Drive also makes it difficult in May to get much done. It is likely that new public affairs shows, or removing current programmers, will start on Monday, July 6th (following the Blues Festival over July 1 – 4).
The Program Committee is having a retreat Tuesday, April 28 (outside of KBOO) to answer a number of questions:
· Follow-up on Talk Radio strip.
· Recommendations on the pilot programs.
· Jenka may move programs out of the evening slot (6:00 – 7:00 pm) to the morning slots.
· Chris is looking at some of the music “hybrid” shows between Noon – 4:00 pm, whether to move anything to the mornings as well.
· Preparing for Kathleen’s sabbatical.
· Implementing the revised criteria for critical listening in evaluating all current public affairs programmers (and new applicants)
o Keep program on the air
o Remove program
o Improvement through training and more critical listening (ie: probation period)
The next meeting will be Tuesday, May 12, to finish this work and recommend a new schedule.
TIMELINE: It is essential that this be in place by July 6th at the latest. We need three months for listeners to get used to new scheduling before the Fall Membership Drive. Even then, it will take at least two drives for any real effect to be measured.
Another question: does the temporary employee filling in for Kathleen have any “authority” to work with the committee, or are they more of a “caretaker?” It is unlikely a temp can really have much authority. If the board has any advice?
JULY – DECEMBER
· Further tweaking of Noon – 4:00 pm
· Revisit the 7:00 pm – Midnight (Monday – Friday) schedule
· Sunday schedule
· Fall Membership Drive in October
· Further schedule changes in December
· Winter Drive in January, 2010
ONE FINAL COMMENT
We have not had a lot of programmers attending program committee meetings, and it is likely that many people do not think the committee is still working on significant program changes. It is likely that the board will hear from unhappy programmers in May and June if they feel they did not get a chance to be heard. We do invite all programmers and the public to committee meetings.