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

Meeting of the Board of Directors October 26, 2009

Present:
Judy Fiestal

Becky Chiao

Joe Azevedo

Erin Brand

Mark Allyn

Nia Lewis –note taker

Genevieve Mathews

Ivonne Rivero

Marty Soehrman

Louis Sowa

Maire Cullen

Michael Papadopoulos

Arthur Davis

Ani Haines

Chris Merrick

Paula Small

Keller Henry

Alicia Olsen

John Mackey

Glen Owen

Yvette Maranows

Skye

Lyn Moelich

Conch

Rabia Yeaman

 

Check in: We checked in.


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


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


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

Discussion:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

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

The resolution passed with a unanimous vote.

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


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

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

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

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

Consensus was reached in passing the resolution.


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

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

 

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

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

Resolution passed with consensus. Maire abstained.


Resolution regarding going forward with staffing/management analysis

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

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

Arthur stated that staff evaluations were confidential.

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

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

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

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

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

Consensus was reached to pass the resolution.


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

President – Becky

VP – Louis

Secretary – Judy

Treasurer – Erin

Board Member at Large – Nia

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


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

Finance – Erin

Development – Nia, Ivonne

Engineer – Louis, Marty

Program – Joe, Genevieve

Personnel/governance – Mark, Judy

Nominating – Judy, Maire, Nia, Marty, Erin

Conflict Resolution – Maire

Executive – Becky, Erin, Nia

Web liaison – Marty

Committee assignments passed with consensus.


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


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

The consent agenda passed with consensus.


Review commitments:

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

Becky – email Joe about carts


Announcements:

11/12 12-2 Facilitator training

Project censored 2010

11/23 tentative Amy Goodman event

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

Public meeting closed at 9:30.


Closed session-
lawsuit related
personnel issue
Pendleton update

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

Erin will bring food ;~)

 

 

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