Meeting of the KBOO Board of Directors, 2009/12/28

KBOO Board of the Directors- December 28, 2009

Board Members Present

Becky Chiao

Ivonne Rivero

Nia Lewis

Genevieve Matthews

Louis Sowa

Joe Azavedo

Mark Allyn

Erin Brand

Marty Soehrman

Maire Cullen

Judy Arielle Fiestal



Arthur Davis

John Mackey

Andrew Geller

Zale Chadwick



Pari Patizad

Jeff Lovell

Yugeen Rashad

Lyn Moelich

Grace Hague

Tom Hood

Jim Dancing Trout

Michael Papadopoulos

Yvetter Maranowski

Rabia Yeaman

Paula Small

Carla Remey

Daniel Flessas

Deena Barnwell

Public Comment

Lyn Moelich- Interested in having guide out and about. She feels it's a good outreach mechanism.

Grace Hague- Interested in following up on closing of outreach department, and issue of harassment that has been charged against an employee. She thought that the station manager has said that he will not follow policy and bylaws because they are too cumbersome. She also feels that if a board member is a friend of Arthur, that person should recuse themselves from being involved with Arthur's evaluation. She feels that there is a need for a board who can stand up to Arthur.

Michael Papadopolous- There needs to be a record of the October minutes. That meeting showed a lack of order by the chair because part of the meeting was done by Roberts rules and the rest was done by consensus. Minutes should be accurate procedurally.

Yvette Maranowski- She felt in accord with Michael's input about the October meeting. She felt that recordings of board meetings need to be copied rightaway after the meeting. She said that in the past she put in a sexual harassment complaint and it was tossed out. The governance committee just came up with a new sexual harassment policy but she feels that it has weakened the policy. She was disappointed that she wasn't invited to the governance meeting to give input on the harassment policy.

Rabia Yeaman- She felt it was rude to laugh at Grace. A statement was submitted which she read from. Station needs goals to make a plan. She encourages the board to make goals and take charge of the ship. All actions need to be made in public meeting, and be included in the minutes. Desperate attempts to get rid of conflict makes it look like a cover-up.

Paula Small- She was disappointed on the lack of decorum at the meeting. She is an advocate of a person who put forth the harassment allegation. She read fromt the March 2, 2009 letter that was written in response to the lawsuit by Scott Forrester. When there was a violation of KBOO policy the board acted to defend the organization. She then read excerpts from the September letter to the community in response to the firing of Toni. She feels that the board is not following through with their assertion that they want to improve KBOO community.

Yugeen Rashad- He suggested that we go back to the moment when you wanted to become a member of this organization. Inspire or defensiveness? How do we feel now? What are our reasons for the station being here? The answer will affect the future of the organization. Serving unserved or underserved populations is most important. We need to look forward. You can always look at someone and find something you don't like. It's important to look forward. Are you defensive or inspired tonight?

Carla Remey- She feels that the program guide is an asset to reach out to the community. It is important to those who don't have web connection.

Review of the Minutes from previous meetings.

October Minutes- These minutes had not previously been approved pending Maire reviewing her recording about how she voted on Nia's seating as a board member.

Note requested by Maire to be inserted in the minutes:

Maire asks that her recollection was that she did not vote for Nia to sit as a board member. Maire also wanted it noted in the minutes that she thought that Michael voted against this as well, even though the board had took action to remove him from the board before the vote on seating Nia was taken.

Change in spelling of Yvette's name.

October minutes were approved with consensus.

November minutes were approved with consensus.

Minutes of Special meeting- December 6, 2009

Nia felt that the minutes do not reflect what happened at the meeting and objects to the minutes.

Ivonne states that meetings that involve personnel matters need to be kept confidential. Judy pointed out that our practice at KBOO has been to not include the names of people outside the board who were in attendance at closed sessions. Rabia Yeaman and Paula Small felt that there was an obligation to include more information to the public under Oregon State Regulations. Becky pointed out that the policy that Paula was referring to involved governance of legislative bodies, not that of nonprofits. Nonprofit boards have different guidelines. These minutes were tabled for review next month.

There was a general discussion by the public that the board needs to know Oregon Nonprofit rules.

Board liaison policy

Mark will follow-up with Governance/Personnel committee on the board liaison policy and report back to the board.

Vacant board seat

The board seat is still open and we're open to applications from interested KBOO members.

Jim Ayala process- Finance committee recommended that the station needs to begin strategic planning with possible help of the Canoe Group. Becky reviewed the goals from 2009. Louis and Judy will attend staff meeting either January 5th or 12th to discuss how to proceed with a staff and management analysis of KBOO, which was started in the Spring.

Frequency Application in The Dalles

New frequency application is available for The Dalles. A full licensed station in The Dalles would have full power. The staff made the recommendation not to go ahead with the frequency application. Maire would like to see us go after this type of application. Erin said she didn't support expansion into The Dalles because we did not have a community partner, and we don't have a goal for geographic expansion. Ivonne said that there are needs for a voice in this community. Maire said there are not many new opportunities on the airwaves available. Marty wanted to clarify if there was a need to do original programming. John said if we don't have a local partner we shouldn't apply for it. Marty asked about costs to keep signal on air. John said the costs are unclear. He ascertained that a studio is not necessary to be built there. Staff feels that we don't have the capacity to extend our geographical web. We have difficulty giving full support to the communities we are already serving. Arthur stated that the costs could be extensive.

Mark made the motion: KBOO should not go forward with the full service station application in The Dalles. Erin seconded.

Michael Papadopolous supported that there is a need for a local partner in a city to expand.

Trout thought that Hood River already has a low-powered fm station. Maire wanted to make a motion for us to expand our reach into The Dalles but was not able to since there was already a motion on the table.

Two board members blocked the motion. The motion did not pass.

Ivonne and Maire will work with John and Mike Brown to develop an outline of potential costs for the project, and look for potential partners in the community. They will report back to the board with any pertinent discoveries.

Membership Dues Policy

Policy was crafted by Arthur and Andrew. Finance committee and staff reviewed the concept and approved the policy. (See policy below.)

Board passed the policy by consensus. One board member stood aside.

Studio Rental Policy # 15

Arthur drafted policy, and the policy was reviewed and approved by finance committee and staff. (See policy below.)

Board passed the policy by consensus.

Mailing List Rental and Exchange Policy #35

The governance/personnel committee recommended not to make changes in this policy.

Comment on Promotions and Advertising- Yugeen hopes that we can come together on future programming. There is a need for KBOO to continue to do outreach in underserved and unserved communities. Talked about gentrification- looking at NE Portland as an example. How does KBOO's progressiveness express itself? Pledge drives are an old format to gain support. Yugeen is wondering if there is a marketing strategy. He is suggesting that we use the gentrification corridors to put up posters to get KBOO known. We need to market and broaden our brand. What can we do as a programmer, volunteer, board member, staff to expand our airwave.

Deena said she liked the turn on the gentrification situation to make something good come out of it. We all need to be in together to support that

Judy encouraged that Yugeen contact the Development Committee to

Michael Papadopolous said that you need help from the station to get the word out.

Becky said that the station is open to involvement on outreach strategies working with the station.

Pari encouraged Yugeen to come up with a specific plan and strategy and bring it to the committees to bring plan into fruition.

Becky reviewed that the 2009 goals include financial stability and strategic planning.

Nia stated that the board needs to look at the branding of KBOO.

Yvette wanted a recording of the meeting and an unmoderated list serve.

Rabia thinks we should just go ahead making lawn signs and not belabor the exact wording.

Becky enourage volunteers with ideas to bring the ideas to the appropriate committees and staff and take responsibility for accomplishing the tasks.

Next meeting the board will hear regarding how the development committee received his ideas. Ivonne and Nia can work with Yugeen on his ideas.

Closing public comments

Pari agrees that it is important for us to know our identity. The dynamic at the meeting is inspiring and concerning. She plans to attend more meetings.

Yvette liked to see that the consensus model was being used in a meaningful way.

Grace apologizes to Becky for being rude and accusing her of being a friend of Arthur. She would like to see an outside facilitator to investigate any harassment issues.

Rabia thinks that the person who is accused of harassment should be put on paid administrative leave.


Board went into closed session at around 9:15pm to discuss personnel issue and a contract agreement.

Board opened up their meeting to the public at 11:37.

Contract negotiations

KBOO authorizes the Station Manager to re-negotiate a contract with one of our SCA renters.

KBOO board approves motion with consensus.

KBOO Board is continuing to work with all parties concerned regarding personnel complaint.

Board meeting adjourned 11:40pm.

Possible future board meeting agenda items:

review special meeting minutes dec. 6, 2009

board liaison policy

vacant board seat

2010 goals

guidelines for recusing on votes

The Dalles frequency application

qualifications of board candidates



Membership Dues Policy

The purpose of this policy is to establish the minimum dues and timelines to become a KBOO member.


  1. The minimum amount for annual membership dues is:

    1. $20 for adults, or

    2. $10 annually for youth, defined as a person under 21 years of age (the purpose of the Youth Membership is to get young people involved with KBOO and with charitable giving.)

  2. A donor is admitted as a member upon:

    1. donating at least the minimum membership amount in full, or

    2. establishing a monthly Electronic Funds Transfer (EFT) of at least $5 per month. The EFT is considered established when the station has received and processed necessary bank account information and written permission to establish withdrawals. A monthly debit card or credit card deduction is not considered to be an EFT.

  3. Membership expiration date:

    1. The expiration date is one year from the date on which KBOO processes the full payment of minimum membership dues for members paying in a manner other than EFT.

    2. The expiration date for EFT donors who cancel their EFT payments within the first year but who have paid the minimum amount for annual membership dues is the anniversary of the date on which KBOO processed the initial payment. EFT donors who cancel their deduction within the first year but have not paid the minimum amount for annual membership dues will not receive an expiration date and their membership is cancelled as of the date of cancellation.

    3. EFT donors who cancel their deduction after the first complete year, but who have paid the minimum amount for annual membership dues in the subsequent year, will receive an expiration date one year from the date on which we processed the initial payment in the subsequent year. EFT donors who cancel their deduction after the first complete year, but have not paid the minimum amount for annual membership dues in the subsequent year, will receive an expiration date equal the last date of the month in which the deduction was cancelled.


Ownership, Financing And Distribution Of Produced Material Policy #15

1. Material produced outside KBOO, but aired on KBOO, no KBOO finances involved, producer owns rights.


2. Recorded materials produced at KBOO (from producer's material), producer owns rights, KBOO and producer split any sales 50% each (net).

a. If sales are through KBOO, KBOO does bookkeeping, pays producer.

b. If sales are through producer, producer does bookkeeping, pays KBOO.

c. If recorded materials are distributed outside of KBOO by producer, KBOO gets a spoken credit on recording, and mention in print publicity.

d. KBOO gets copies of recorded materials and unlimited future airplay rights.

e. If producer leaves KBOO, it is their responsibility to notify KBOO of further sales and make payments. If KBOO continues to make sales, producer is responsible for notifying KBOO of future address for payments.

f. Time limit on sales is two years. Any sales past then must be renegotiated.


3. Specific projects:

a. KBOO has the right to assign project to a volunteer before negotiation with an outside producer. Anyone working on assignment is considered to be a volunteer, KBOO owns rights to material.

b. If a person creates a new program using existing material (either their own or KBOO-owned material) they are the producer of that program and own rights, KBOO and producer split any sales 50% each (net).

c. Producer is responsible for ascertaining the existing rights to any other materials used.

d. If KBOO has other material in its archives (but not KBOO-owned material), and producer obtains permission to use this material, KBOO will provide copies to producer and charge duplication costs.

e. The station manager, with input from news director or program director, will decide what constitutes "creation" of a new program.


Material produced with KBOO as fiscal sponsor or handles project finances:


  1. KBOO initiates project:

1. KBOO Hires producer(s)

2. KBOO administers grant.

3. KBOO distributes recordings.

4. Sells recordings (if applicable).

5. KBOO owns rights.

6. KBOO gets 10% of grant/funding for indirect costs (operating and maintaining equipment and studios, depreciation, administration, office space, supplies, etc).

7. KBOO may charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee. However, this fee may be waived and considered and “in kind” contribution by the station, particularly for material that will be aired on KBOO.

8. Producer is an independent contractor when possible; may have other duties as specified in contract (training, pledge drives, phones, etc.); salary included in budget.


b. Producer initiates project:

Station Manager must approve grant application.

KBOO Board must approve fiscal sponsorship.

Producer distributes recordings.

Producer sells recordings (if applicable).

Producer owns rights.

KBOO gets 10% of grant/funding for indirect costs.

KBOO may charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee. However, this fee may be waived and considered and “in kind” contribution by the station, particularly for material that will be aired on KBOO.

Producer is an independent contractor when possible; may have other duties as specified in contract; salary included in budget.

KBOO gets copies of recordings an unlimited future airplay rights.

KBOO gets a spoken credit on recording, and mention in print publicity.


Studio rental fees when KBOO is not a fiscal sponsor of project:

  1. Individuals or companies may, from time to time, wish to rent KBOO studios.

  2. KBOO will charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee.

  3. Scheduling priority is given to KBOO productions.

  4. Considerations for hourly studio rates:

    1. The KBOO studios need to be available for KBOO production. Studio rental rates should generally be priced to encourage in-house uses over third-party or commercial production.

    2. This fee may be waived, particularly for material that will be aired on KBOO or for specific projects by active volunteers and do not interfere with other station operations. Such projects must be approved by Program Director, Volunteer Coordinator and Station Manager.



Policy History:

  • Adopted by Board of Directors 12/20/89

  • Amended 12/28/09 by Board of Directors to:

  1. Increase administrative fee for grants. This was previously at 5% which didn’t adequately compensate for staff time.

  2. Allow Station Manager in consultation with Finance Committee to set studio rates. Studio rates were previously set in the policy. This allows flexibility in setting rates and also offers more meaningful valuations when rates are included as “in kind” services in grant applications.

  3. Update media language. Policy previously referred to “tapes.”

  4. Update fiscal sponsorship language.


Written statement by Yvette Maranowski stating what she believed she had said in public testimony during the October 2009 board meeting:

Yvette stated she was more worried about entrenched abuses of power than public attacks. 


She also stated that 10 minutes for public comments is only a guideline.  This guideline doesn't work when a controversial and/or complex subject is being discussed, and/or when many people need to speak.  And the secret meetings create an increased need for the vox populi to be heard and recorded.


Yvette said that by limiting public commentary to a 10-minute Free Speech Zone, the board kills its central obligation to represent the views of the membership/public, and thereby creates a conflict of interest.


Yvette also said that if we use the consensus decision making model, we need checks and balances.  Specifically, we can't banish dissenters in order to make consensus more convenient to only one class of people.  We can't have closed meetings either, where strategies can be built to quash dissent.  Banishment of dissent and closed meetings are in direct conflict with, and cancel the intention of the progressive consensus model....




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