Meeting of the KBOO Board of Directors 2011/03/28


Meeting of the KBOO Board of Directors March 28, 2011
Board Members Present: Paula, Keller, Kurt, Judy, Becky, Chris A, Nia, Erin
Absent: Maire
Staff Rep: Chris M
Staff/Community: Zale Chadwick, Alicia Olsen, Louis Sowa, Yvette Maranowski, Pete Meyer, Gary Lee Betts, Hadrian Micciche, Randall Howington, Glen Owen, Crystal Elinski, John Mackey, Robert Rogers
Keller brought dinner. Paula will be bringing dinner next month and reminds all board members and guests to please wash their own dishes.
6:15 Quorum reached/Meeting begins
1. Marty Soerhman Posthumous Recognition
Kurt: wants to acknowledge the passing of fellow board member, Walter 溺artySoehrman. Marty was initially appointed to the Board but then was elected. Marty was active with the engineering department and passed on Monday March 7. He was very private about his life and few knew that he had been ill. The Board wants to recognize Marty for service on the Board and committees.
2. Approve Minutes- December, January, February
Erin moves to approve the December, January, and February minutes.
Judy seconds.
Passed with majority vote.
1 Abstaining
3. February Commitments:
Erin will be the lead person on the inventory project, will ask Becky if she is interested in participating as well.-the staff is working with Bruce to complete asset inventory, will be providing the Board with updates.
Keller will email nominee names to Andrew.-done
Ani will take it to staff to set a date for a board/staff retreat.
Erin will send email to Board and staff with possible dates to consider. March 26, April 2, April 9.
Erin will send out an email to coordinate collective management board/staff meeting.-Erin: talked to Ani and the staff do not feel that they have the time to meet with the Board before the collective management proposal deadline.
4. Public Comment
Randall: has been a volunteer for about 7 years, has an appreciation for the potential that we have as an organization that we don't know we have, heartening to see the focus of the board and staff to become more aware of what we can do and find ways to go in that direction
Yvette: It's my understanding that the story of Marty was different. His work here was not appreciated that is my understanding. Marty wanted to give John a positive evaluation and his efforts were undermined. think the statement of appreciation is very hollow. I would like this to be a discussion.
John: was surprised when I was given a severance and release agreement from my job, have since received notice that since i am now engaged in legal action, i've been asked to not communicate with board or staff members.
Glen: the last airing of programming directed at the homeless community hasn't been since July 2009. I know this is not the programming committee but if nothing has been done in that area I would like to propose it for your consideration
5. Board Member Status
Paula:We do have a board member, Maire Cullen, who has been unable to attend meetings and has retired her show due to health reasons as she stated on her show. So I'm putting out there again because it has been called into question regarding board member commitment and participation.
Erin: Has anyone tried to get in contact with her? I know there was an issue that her membership status was lapsing.
Paula: Ani was supposed to be reaching out on that, I was just calling to check in her and received no response.
Judy: What was the last meeting she was here?
Keller: December
Judy: When was the last time in regards to communication?
Paula: In January her husband called to say she wouldn't be here but we haven't heard anything from her since.
Judy: I think we should revisit this next month.
Kurt: It's not just board meeting attendance there was also other commitments that she has not done -pledge drive shifts, committee meetings.
Paula: It was brought up before because it was becoming a pattern.
Erin: She hasn't been here so there has been an issue of how many board members we have.
Chris: I've been on other boards that attempt to make accommodations, like participating via conference calls.
Keller: We can only make accommodations if someone lets us know what those accommodations would be, there has been no contact. Also if we are going to raise standards for nominees regarding participation and attendance, we must be consistent and have the same expectations for seated board members.
Becky: agrees that we don't have to make a decision tonight, feels that we should also pursue Chris's idea of offering more opportunities to participate. Feels that her lack of response has been disappointing but she may feel under attack by the whole issue. If she wants to continue to participate she should let us know.
Judy: Maybe it would be good to let her know that we are willing to accommodate her but if we don't hear back many of us will interpret that as that she's not interested in continuing to be a member of the board.
Chris and Erin will attempt to contact Maire to see if there are any accommodations that can be made to help her continue to participate with the Board.
Hadrian: In my experience with board training, not attending board meetings is a clear non-management issue,it leaves the person personally liable; a board member not attending is still legally responsible for all decisions the board makes, obvious in courts that you're not doing your job so it is very precarious position to be in; I'm new but I know there have been recent lawsuits, if I was a board member I would not want to be exposed to that kind of liability simply because I was ill. What some boards do is create a board member emeritus status to honor the person who's been on the board to participate as a non voting member when possible.
6. Staff Collective Report -submitted to the Board via email.
Erin: really appreciates that format and the organization
Judy- really appreciates the staff that do a summary, and really likes the raw data that Justin sent, but feels that a narrative would be helpful to know what we're looking for.
Chris M: the staff have a calender for the year, projects that happen every year, it is now online and each member has access to add new activities. Without a manager as a liaison, staff thought this would be a way for the Board to have an overview of what the staff is working on.
Keller: would this be in lieu of the monthly report?
Chris M: no. the Board sets goals, then they become actions items, the staff calender would be a way of tracking longer term projects and station objectives, would that make it more clear how we are doing our jobs.
Zale: we were thinking about creating board member email addresses or one email that all the board members can log in, and check the calender
Becky: if people keep up their calenders it will be useful for doing evaluations
Keller: does this exist at this point?
Zale: not yet
7. Board Appointments
Erin moves to appoint Mimi Villarqui to the board seat that ends in Sept 2011 vacated by Jim Craven and to appoint Hadrian Micciche to the seat that ends in September 2013 that was vacated by Devin Russo.
Paula seconds
Judy: is unwilling to nominate anyone who I don't know. Did anyone do the background check?
Chris A: (to Judy) were you here when Hadrian was talking about his past experience?
Chris M: the Board might want to break it down to individual votes
Erin rescinds motion to separate the appointments.
 Public comment:
Zale: Mimi is really dedicated to KBOO, has taken on the responsibility to chair the development committee, not sure why she isn't here but she has been here for all the meetings prior
Erin: feels that we didn't let her know that this was on the agenda, that was on us.
Randall: is there some concern about backgrounds, can we do provisional appointments?
Keller: provisional appointments cannot be done, because of legal responsibility and access to non-public information
Erin moves to appoint Mimi Villarqui to the seat vacated by Jim craven that ends Sept 2011.
Paula seconds
For: 6
Erin will send an announcement re: new board members to the staff and for the bulletin.
Erin moves to appoint Hadrian Micciche to the seat vacated by Devin Russo Sept 2013.
Nominating Committee will meet this month to discuss the seat left vacant with Marty's passing.
Judy will help with reference checks for future appointees.
Nominating committee will have a board orientation with Hadrian and Mimi and the appointee nominated after the next board meeting.
8. Committee Reports
Finance-Erin: right now our bylaws require us to have an annual audit, Mark Ecklund will no longer be doing it. Debbie has already done a lot of the leg work to reduce the costs, what we need to vote on tonight is accounting services to complete the annual audit that is currently required under the bylaws.
The other thing is that a bylaw change is needed to change the requirement for an annual audit to read at least a review since we no longer receive the funding that requires a full audit.
Erin moves that we retain the services of Kern and Thompson for accounting services and that we allocate an additional $5000 for those services.
Hadrian seconds.
Unanimous vote.
Erin: a gift will be sent to Mark for his years of service.
Finance committee will be working with Personnel on proposed bylaw amendment.
Programming-Becky: right now the focus is trying to get shows reviewed, the plan in that we would do it like we do staff reviews, certain shows will be posted for review.
Chris A: who comes up with the review criteria?
Becky: relying heavily on that information that came from the Marilyn Pittman training
Chris M: there are several different surveys and criteria-listeners, internal perspectives are going to be different
Gary: when you're putting all this together do you have any demographic info?
Chris M-we don't get any Arbitrons anymore.
Personnel- no action items
Nominating committee-did not meet this month
Web Liaison- Judy: put in with free geek for two large screens, VJ is unclear about her budget and is trying to work that out
Strategic Planning-Judy: plan on getting a draft to the Board this week about what we are developing, the next meeting is April 11 and hoping to have a public meeting that same evening at 6:30 pm as well. The PARC folks want to know if the Board wants to meet prior to the public meeting.
Paula: feels that it be harder for me to be held accountable for information I've just received an hour before the station.
Judy: felt that the point was for the Board to have a chance to have their questions answered before the public meeting, since that will be the public's only opportunity to give feedback there may be a time constraint.
Chris A: thinks the announcement for the public meeting should be prominent on the KBOO web page
Development: Paula: first release of KBrOO will be in time for membership drive
Chris A will be getting in contact with Sun regarding press releases for the KBrOO.
9. Board Discussion re: Staff/Station Goals
Paula: thinks that we need to start talking asap.
Erin:wonders if we should wait to get info back from strategic plan
Keller: feels that there should be some reference to the strategic plan in discussing goals for the station
Paula: feels that it should be a Board goal to know how we want to work and want that means to us as board members. I feel that everyone looks to the Board. And at the staff so we need to make sure that we are in sync. I want to know why we are all here, I thought it would be a good idea to have an informal meeting.
Judy wants to have the discussion of the Board role in the collective management
Becky: that sounds more like something we can do at a Board retreat
Chris A: wondering about checks and balances.
Keller: there seems to be three distinct issues that we need to address as a Board-the first being Paula's recommendation that we talk informally about what we bring to the Board and the reasons that we are here; then there's the issue of goals for the stations, which I see as a separate issue from the question of the Board's role in the collective management structure; we would have to come up with goals even if there was a station manager.
Hadrian: thanks for clarifying. How would that look on a calender?
Erin: thinks that a discussion about who we are needs to happen before we can talk about the goals and objectives for the station.
Paula will send email to Board to poll for informal meeting dates.
10. Ideas to consider/discuss-Chris A.
-would like to see a wish list on the website
-need a visual identity for the station, branding is critical
Hadrian: the Board is a decision making body, these things are issues that are more for committees Judy: I hear that there is a suggestion box in the works Zale:Ani and Bruce have been working on putting a secure box in the lobby for people to put evals and for suggestions
11. Closing Public Comment
Randall: ideas to consider; how we can become involved with the Central Eastside Industrial Council, neighborhood/business associations, can be used to grow the organization
Yvette: i'm still waiting for an answer to what happened with Marty, and the minutes should be on the website.
Erin moves to adjourn meeting.
Nia seconds.
Unanimous vote.
Chris and Erin will attempt to contact Maire to see if there are any accommodations that can be made to help her continue to participate with the Board.
Erin will send an announcement to the staff and for the bulletin.
Nominating Committee will meet this month to discuss the seat left vacant with Marty's passing.
Judy will help with reference checks for future appointees.
Nominating committee will have a board orientation with Hadrian and Mimi and the appointee nominated after the next board meeting.
Finance committee will be working with Personnel on proposed bylaw amendment.
Chris A will be getting in contact with Sun regarding press releases for the KBrOO.
Paula will send email to Board to poll for informal meeting dates.



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