Meeting of the KBOO Board of Directors 2011/06/27
KBOO Board of Directors
June 27, 2011
Kurt Lauer, President
Erin Brand, Treasurer
Becky Chiao, Notetaker
Paula Small, Vice President
Staff—Ani Haines, Zale Chadwick
unfinished sentence: Chris in the interests of saving time—we should hire a manager and then implement a Strategic Plan
brush providing facilitator services
Intro brush as facilitator this month and next month’s meetings
He’s honored to be here working with us at KBOO. He wants to help us work effectively as activists
Camera from Portland Alliance, Ani is facilitating
Michael came in to the meeting to applause
brush tried to go on with his facilitation. Michael made a point of order challenging brush’s facilitation of the meeting. brush said that he wasn’t taking over as President. Paula and Hadrian talked about the facilitator. Michael said the issue of facilitation can be addressed by the ad hoc committee. brush said that Kurt will be presiding over the meeting.
Maura said should we have a vote about this? The bylaws are specific. Maybe if we are going to delegate the power there should be a vote.
Brush pointed out that this type of issue makes it difficult to carry on board business and that it helps to have these issues raised prior to the meeting.
Glenn Owen was hissing while Ani spoke about the history of bringing in note takers and facilitators.
Michael read from the bylaws about the President shall preside over board meetings and the VP powers.
Judy interprets shall preside as meaning that Kurt is presiding and that brush is facilitating.
Judy moved that we engage brush to facilitate this meeting and the meeting. Hadrian seconded. Erin seconded the amended version
Discussion—Maire suggested that in the future we send the president to facilitation training.
Zale suggested an amendment that is reflected in text of the motion above.
Dave Mazza said that he has been on many boards and that a president can delegate tasks but still has responsibility. Glenn started hissing again and Dave said he was very disappointed to see people acting with such lack of respect.
Michael said he is OK with brush facilitating as long as someone can explain to him how someone can delegate authority to preside. Per said it has to do with the fact that when you have delegated authority you still have responsibility if it doesn’t go well. Yvette said the verb "preside" is active not passive and suggested we look at the dictionary definition.
Hadrian offered an operational definition of "preside" for this
meeting: The President will directly handle the legal aspects of the
meeting such as recognizing motions and votes, while allowing brush,
acting under the under the President's supervision, to facilitate the
Vote—6 Paula, Hadrian, Mimi, Erin Becky Judy
2 no—Michael and Maire
1 absention—Chris who just came in
Motion passed. Brush said that shows the challenges and the positive things we have here at board meetings. He said we have the history of meetings being harder than they need to be that we could experience here. He honored powerful words that expressed the history of people’s strong feelings about the he understands that the facilitator has a powerful role and you have to trust that everyone is treated fairly. A facilitator can also help people with communication breakdowns.
He encourages us to focus on what the board can do for the rest of the meeting.
MP said he appreciates the need that we have to have trust. He wants to resolve conflict within KBOO management so that people don’t feel like the only way they will be heard is if they bring a lawsuit.
Brush said part of the history of the meetings is that they go on beyond 3 hours and that that length makes the meetings difficult and he would like to help us work toward having tighter meetings. For that to happen, not everyone gets to say everything they would like to say. People have to be self aware and brush will also have to intervene sometimes to move things along. He said, we might not be done at 9. He would like to practice an experiment on not taking all comments on each topics.
We continued the review of the agenda. Hadrian suggested putting a person with each item, brush said it doesn’t have to be ownership.
Ani said she would like to go over ground rules/kboo house rules
Judy pointed out we need to approve minutes and announce the annual meeting.
Michael said where are the committee reports? Brush responded that they were in the email discussions that we could save time by having the reports via email. Michael objected to that, but we agreed to have the reports attached to the minutes
Kurt made a motion that the Board acknowledge the court order placing Michael Papdopoulos on the Board of Directors as the 13th seated member and to retain said seat until the end of the 2012 election cycle.
Discussion—Yvette said the original motion was in violation of the judges’s
Unanimous (with MP not voting)
A motion on unbanning? MP said he was banned because of litigation and would like it to be lifted.
Hadrian moved to remove the ban on Michael’s presence because the litigation is over.
MP said the initial motion was a direction to the staff that they ban Michael. Ani said it was a board action not a staff action. Brush said the goal seems to be to undo whatever was done before.
Chris said she has always had a problem with the banning in general. What about the other people who have been banned? Hadrian interrupted Chris with a point of order. Brush said that he is in an ambiguous position, kind of facilitator and kind of not. He pointed out the issue of interrupting, brush suggested that people address him or the President. Hadrian acknowledged that.
Judy said that for her to vote on this she would need some certainties on his behavior because of the way he acted at the Community Meeting, taking the microphone out of the facilitator’s hands.
Brush said that if we want to get to all of our work done we need to proceed.
Michael’s proposal--he moves that the board rescind it’s motion of February 2009 at which we ordered the staff to ban Michael from the station because of his litigation.
Mimi moves that we remove the ban to allow Michael Papadapolous to complete his work as a board member. Hadrian withdrew his prior motion and seconded this.
Yvette said that there are laws protecting people who are going into a hostile situation as a whistleblower, there is no language to protect him from retaliation, so this is a bigger issue. Chris said in the future we should look at the policy of banning.
Kathy said the house rules indicate that we should be inclusive and that banning seems haphazard and arbitrary.
Yes--Maura, Michael, Hadrian Mimi Erin Chris
Abstain—Judy and Becky
Check-ins—is there some thing you are bringing in that you would like to share for people to know about you tonight. brush said he is a bit tired tonight.
MP said he is glad to be reseated and unbanned so he can now function the way the members wanted him to be when he was elected. His platform when elected was to examine and reconsider the banning process at KBOO as a cultural item.
Chris said she was glad brush is facilitating. She would like to know what type of hierarchies exist to allow one person to go hire someone.
Zale had a good time outside, Becky thanked Chris for having us over. Erin said she is tired too. Ani is looking forward to this meeting hoping that we can get through a lot of issues. Mimi is looking forward to see people observe the house rules. Hadrian had a good time tabling at the No Fest. Ani said there are lots of opportunities this weekend at the Blues Fest.
Ani talked about the House Rules—we all need to feel comfortable being ourselves here. People need to be respectful. We have a facilitator we should defer to. People need to feel safe and included and welcome. When there are differences in opinion we should engaged the idea not the person, be engaged but no personal attacks. Every day is daily practice in communicating under the house rules to listen and be receptive to work to serve the station. The house rules were written in 2003 by a group of volunteers, eventually the board adopted them in 2005
Mark Allyn said he had been on the board for a long time. And thank you.
Dave Mazza said he has been on the Strategic Planning Committee and that the Strategic Plan was very inclusive in comparison to other groups he has worked with, he hopes people will remember that it is a blueprint. He encourages the board to adopt the plan—and KBOO needs to move ahead. Don’t have it become a document on a shelf.
Kathy likes the house rules and says that she thinks Michael’s treatment was not in accord with the house rules.
Yvette is protesting, it isn’t personal, it is political. It’s not helpful when people make polarizing comments. She has tried to meet with Kurt and Paula and they wouldn’t. She doesn’t know how to work with the board when there needs to be conversation. She thinks there may be an appearance that we are breaking the bylaws by having the facilitator.
New Secretary—any volunteers? We could pay for a minute taker. Judy says what about Pete? (He’s not here) Erin said that nominating committee could ask Pete and then report back.
Becky said whoever does become Secretary will have a backlog of minutes to approve.
Judy moved that we approve the April and May minutes
Yes-- Judy, Paula, Hadrian Mimi Erin chris
Erin said the nominating committee should also make sure there is a transition between new Sec. and Keller
Motion to give Chris the authority to negotiate contracts with our SCAs carriers—there are two contracts Radio Korea and Radio Vietnam. Last month we gave him the authority to renegotiate one of the contracts. This month the second contract is up. Kurt explained the history to Michael P.
Kurt moved that we allow Chris Merrick to renegotiate the contract with FM Korea to the best of his abilities in the interests of KBOO through the end of September 2011. Seconded by Hadrian.
Mimi asked if we can specify an end date of September like we did the other? (motion amended)
Yvettte asked the top three reasons why this is in KBOOs best
Yes—Judy Paula Hadrian Mimi Erin, Chris Becky
Abstaining—Michael and Maire
Nominating Committee suggests announcing the annual membership meeting on Saturday September 17th 10am-12pm
Erin moves that the Board of Directors set the annual meeting for Saturday September 17, 2011. Hadrian seconded.
Erin and Michael pointed out that once the date is set that certain other dates are set in motion by the bylaws. We need time to print the candidates’ statements and ballots. Michael asks what could we do to make it a big event so that we can get a quorum of members at the meeting. Michael says he would make it as a friendly amendment.
Maura said that she is worried about shortening the time to two hours from three. That isn’t part of the motion, the date and time have not been set yet.
Vote—unanimously in favor.
Erin said that Becky is the chair of the nominating committee. All board members can participate in the nominating committee.
Michael wants the full board to discuss how to get a quorum. brush says the details of the annual meeting will come to the board at the July meeting.
Nia Lewis came in wasn’t part of any of the votes before this point.
Budget Review—Erin handed out Debbie’s mid-year summary. She said we are ahead on membership because we’d budgeted for a decline not flat. She thinks Andrew is doing a great job and may not give himself enough credit.
Our bank fees are still very high and going over budget because we have a huge increase in web donations.
Judy asked what is our expected deficit this year? $48,000
We had the air conditioner expense and may have other unexpected costs.
Chris said that she would like to attend the financial retreat. It would be for the whole board. We haven’t scheduled it yet. Ani asked if there will be staff representation? Erin said, Debbie and Mel, maybe the staff liaisons, not sure. Ani said she wants to make sure there is communication, in the past a Station Manager would be there.
Other questions to feed the retreat? Hadrian says it is the biggest obligation for board members the retreat would be for all board members and informed by the staffing/management plan. The budget has to match the realities of the staffing plan. Erin said yes that and the Strategic Plan.
Scheduling the retreat? July 17, Paula out of town. About 4 hours. Sat Sun July 30-31? After the next board meeting? Sunday July 31. We’ll set the place later Paula will look for an accessible space in the Metro area. 1-5 pm
8:05 pm brush welcomed us back said that our scheduling of the budget retreat shows that the board is functioning, despite some hiccups.
Strategic Plan-30 minutes of time allocated
Erin suggested that we go around to see where each person is with it. Brush said there is a desire for it to be approved and a go around might take up all of the time. It might be better to have a motion proposed.
Chris said that she has heard that there is some push back from people—it is a good idea to hear out concerns.
Michael P. said that the strategic plan encompasses the Staff Management proposal. Is it possible to separate out the Strategic Plan from the management proposal? Yes that is what we are doing.
Hadrian proposes that we adopt the strategic plan as a living breathing document to move us forward. Erin seconds it.
Michael asks what do you mean as a living documents? Does that mean that it gets changed next week?
Judy said we call it a living document because it is a road map—there may be obstructions that we have to change course along the way, but the plan shows the main goals we are seeking to accomoplish in the next five years. We will need to adapt and keep it moving.
Becky asked if after the board approves it will it be released to the public again in meetings? To the committees? Kurt said what the board approves would be looked at by on going volunteer/staff and board groups implementing the plan. Judy said at anytime time goals can be revisited. The staff generally endorsed the strategic plan but said we still have work to do on it like the org chart. The plan suggests assignments and time lines. But Judy thinks the board should create a work group to shepherd the plan along.
Nia clarified if the plan is approved as there are adjustments would they need board approval? Judy said we’d have a big picture executive summary of what we’d like to see done and if those things are changed in any real way that the board would approve, but if a timeline is shifted for example then we wouldn’t need board approval, but we would entrust the working group to make those adjustments. We will need to seek funding, the plan calls for a lot of staff time. The board should get updates on how we are doing on the strategic plan.
Brush said the questions are about what does it mean for the board to approve of the strategic plan? He said that it would mean that the board supports the plan, but it isn’t binding. Based on his experience with this type of thing t is a vision.
Chris said that it is vague/broad can be adapted. Our environment is changing. This seems to follow trends, it would be a mistake to try to be like NPR. She thinks we should identify the KBOO brand. People might not want slick production values over grittiness. Where is there room for setting trends. She doesn’t like the term Media Center, but the point is that the goal should be setting trends not simply following them. Respond to the cultural climate rather than react to it. She thinks it conflicts with collective management, we don’t have time. We should identify the parts of the plan that involve developing brand KBOO and selling that. She thinks there is a conflict with collective management and the plan.
Michael sent around a document from someone who talked about the difference between a money raising organization vs. and activist organization. He wants the members to approve it after the board.
Maura is concerned about certain vagaries in the language. The processes for how it is accountable to the board, wants monthly updates. She doesn’t understand where the line would be drawn between the implementing committee and the board. Election coming up. She is inclined to wait until after the election, the make-up of the board may change. Make it clear to the members that we are just shepherds of their will. She has concerns about costs and vagaries about language. How representative is it going to be? What will the costs be?
Erin’s two biggest concerns are budgeting for the next fiscal year—are we waiting for some grant money or going to budget money for some of the items. The plan is very dependent on the development director and right now we have an interim development director we should address that if we approve the plan.
Paula said we already devoted foundation money to put this forward and we should follow through with a working group to address the issues.
brush has been hearing that the intention of approval of the board at this point it so put the boards weight behind the process and the goals, there can be ongoing input from the membership and the new board, and ironing out some of the pieces. This would be an endorsement of the momentum with development in the future. Are there people who would not agree to it with that understanding?
Michael says he hasn’t heard of any good reason why to adopt it—the money and energy are necessarily reasons to adopt. He has no reason to trust or distrust the people who put it together. At some point the elements of the plan could bring up issues of they bylaws and other requirements that pertain to KBOO. He would like a formal opinion from experts—legal employment etc.
Chris said she hopes there is flexibility for interpretation—looking at page 71, the community survey, page 73 we should pay attention to what the members say. She doesn’t see the plan as representing what the comments are from the members. The plan was based on information from the survey but she didn’t see that.
Maire says she isn’t against delegating things, the plan isn’t explicit enough about which decisions will be retained by the board. It would make a great candidates debate and to hear what the members say.
Brush summarized the concerns—legal advice, membership involvement.
Erin says that there were experts on the working group already, lawyers and experts helped to draft the document. A lot of different sets of eyes have already looking at it. If we adopt it now, there will be turnover on the board each year for the 5 years of the plan.
Michael has a motion—or suggested amendment the we do not adopt the strategic plan without first getting the consent of the membership. Hadrian does not accept that as a friendly amendment
Vote on amendment
Yes--Maura and Michael
No,--Mia, Mimi, Judy, Paula, Hadrian, Erin, Becky, NIa, Chris
Review of the motion:
Hadrian proposes that we adopt the strategic plan as a living breathing document to move us forward. Erin seconds it.
Becky suggested that we add that the strategic plan will be presented to the members at or before the annual meeting in September. Hadrian accepted the amendment.
Discussion—Per said it sounds like we are setting it up so that we will move forward without much input from the membership. We’ve only had one meeting of the membership about this, not very good input from the public. He thinks Chris’s question is a good one about what is KBOO. He would like there to be more discussion. He doesn’t think there has been a good process so far.
Yvette said she has seen people asking for trouble, the it will fail, she is tired of all of the fighting. The project was not done in a democratic fashion she isn’t sure if it can be implemented openly. Things are done behind closed doors, there is an artificial rush. She thinks it is up to the new board.
Kathy thinks the membership hasn’t been involved in this.
Motion that the board adopt the strategic plan as a living breathing document to move us forward which will be presented to the members at or before the annual meeting in September.
Michael suggests an amendment adding presented to the members for approval. Hadrian rejected that amendment. Maura seconded that proposed amendment.
In favor of Michael’s amendment—Maire and Michael
Opposed Judy, Paula , Mimi, Erin, Nia, Chris
Mimi would like to offer and amendment—“fully respecting KBOO’s bylaws” Maura seconded.
brush pointed out for people to notice the feelings here and figure out how to acknowledge the disagreements and move forward. Roberts rules can just move things if we want to use them.
Vote on the amendment
In favor—Mimi Michael
Opposed Paula Erin Nia Hadrian
Abstained—Becky and Judy
Vote on motion on the table—
In favor, Judy Paula Hadrian Mimi Erin Nia Chris Becky
Opposed, Michael and Maire.
Brush observed how once it became polarized and we weren’t seeking consensus then one side tries to slow things down and the other side kind of has to steam roll.
Erin said even though it was difficult, she is very proud that we adopted the document. Brush said that he has heard a lot of concerns but also a lot of accolades about the process.
Judy says we still do need to set up an implementation work group. We can do it in July.
Maire wants to make it clear that none of her objections were personal, we all want what is best for KBOO. Roberts rules are about protected the rights of the minority position. She doesn’t like to feel rushed getting the language correct. She doesn’t want people to infer that she is just trying to slow things down. Just because you know you are going to win a vote don’t stop listening to the concerns of others.
Brush thanked her for that comment.
Nia would like the work group by email to be set up quickly, because the plan’s time table is already ticking. Judy will set up the first email. She asked Maire if she can get email. She said no she can’t she is available by phone. Becky suggested that she set up a mailbox that at least will be capturing the information. brush said take care of that outside of the meeting (Zale said she could help).
Staff Mgt Proposal—
Michael moves that we not adopt the proposal. Hadrian seconded.
Michael’s reasons—legal reasons because the plan takes away board oversight, based on Sullivan’s comments. Michael sent around an email about outsourcing management—example of FSRN which contracts with Pacifica.
Becky said it could be rejected with some request for the staff for next actions or changes.
Paula said that we should accept it or rejected as it—make a decision first and then talk about next steps.
Paula moves that the board accept the staff management proposal as is.
Paula withdraws her motion.
We will vote on the proposal as is and then talk about next steps afterward.
Michael moves that we reject the Staff Collective Management proposal. Hadrian seconded.
Vote on the motion
In favor—Judy Maire, Paula, Hadrian, Erin Nia Chris, Michael
Michael has nothing against collectivism but he thinks the staff should talk to a lawyer.
brush suggests people identify specific changes that could
Chris moves that we immediately look to find a station manager. Brush said how about giving feedback to the staff.
Erin says since the board has no consensus, the feedback to the staff is only individual board member opinions. While she likes collective management because of the budget we can’t afford to have the current staffing levels. She thinks we have to look to the Strategic Plan, the budget and different scenarios. Hadrian’s plan has been labeled hydra management (team management). Currently she doesn’t have clear direction.
Chris said her proposal is being overlooked. brush said how about giving concert feedback to the staff.
Paula echoes budgeting issues—that the budget needs to be addressed in the staff proposal.
Judy says what is missing for her is how is the staff interfacing with the board and decision making mechanism and accountability.
Ani wants to clarify—staff brought the proposal, understood that the staff and the board would have a retreat to address concerns together. Staff has been managing the station since 2011, got a proposal to us in April. She says that it hits her very hard.
Hadrian said when he came on the board his first comment was that the staff has been doing a great job of keeping the station running for the past year without a station manager. He thought the staff should document how they were operation and recognized that having them put so much work into the proposal was the worst outcome.
Ani said that she had just hoped for a conversation—to collaborate. Hadrian said that there is no time for that.
Michael says key is communication, board is in charge. He supports his idea for outsourcing.
Becky said that the board hasn’t been providing leadership to the staff and she opposed the motion to reject the staff proposal. It will be a challenge for the board to come up with a plan that does collaborate with the staff while providing leadership.
There are 4 options currently proposed—Hadrian’s, Paula’s, Chris’s and Michael’s
Judy suggested a work group and is sorry if the way we voted on the proposal wasn’t respectful.
Erin will echo back that there is too much money being spent on Staff Time and Staffing functions—it would be useful to see how the collective management proposal would work with less staff. Look to hours per week in each department.
Brush—one option is a group to work with staff. Get clarity on the proposals that are out there.
Paula’s is a one sheet reassessment of budget and assignments that would balance the budget. She will email it.
Hadrian passed out something that he also emailed. He wants to acknowledge the feelings. He doesn’t want to have his proposal put forward now in this poisoned environment—supports a work group to discuss.
brush said he is sensing a desire to care about the relationship with the staff.
Maire asks about people raising hands to get on a stack. Or does she have to keep her hand raised.
She wants to say that characterizing emotion as poisoning the atmosphere is an attack on people’s ideas. Just because she votes no on something that doesn’t mean she isn’t being respectful.
Paula will own that she wanted a yes or no on the proposal because we’ve been hanging on to it for awhile. She thinks we have to do the budget first, no purpose in having a work group work if only to mend a relationship with staff but no backing. Board has to lead---by setting a budget.
Chris in the interests of saving time—we should hire a manager and then implement a Strategic Plan collectively.
Michael says he has no problem thinking about the money thing, it is the most hierarchical part. He thinks looking at Sullivan’s input the staff can say if they can meet it or not, the legalities are the things that are important.
How will we move to the next step?
Hadrian—he would like a paragraph from his proposal to be looked out—6 FTE staff based on discussion with finance based on a balanced budget. If you had that many positions what staffing and management structure.
Becky suggests that without involving the staff in the board budget retreat that we’re setting it up to make staffing decisions without the staff.
Erin said she can be on a work group and meet head of the retreat to work on options for the budget retreat. There is the budget and the essential functions of the station and the board and staff have to work together on making compromises. Erin would work with Debbie and Mel to work on that before the retreat.
Who would be on the group?—Mimi, Nia, Erin and Hadrian-- brush says it should represent a diverse cross section of opinions of the board.
Who would be good for staff? Ani will be out of town from July 20-August 6. Zale and Ani can both serve on the work group.
Michael has a problem with the function of the group, he is OK with people working together but doesn’t see the point of having the staff involved in answering the legal issues raised by Sullivan. He thinks that staff can come back to address those concerns.
Erin said the concerns can be addressed by an employment lawyer.
Michael said the staff should get it’s own lawyer.
brush said it is late. We are close to the end.
Ani said she would like to see all manner of proposals, Staff hasn’t seen them. The work group collaborating would be good. She doesn’t like the idea of the board making decisions without consulting with the staff. In light of the collaboration she would like to go forward with the work group. Staff understands the budget realities. She would like to have the board work collaboratively with the staff. She is a little upset that there are plans or proposals without any notice to the staff about the agenda or anything else. The collective mgt was in place before, now what? How do we run the station tomorrow?
Paula apologizes for detracting from that, she sent the email and asked for agenda items she did attach the feedback we had at the time and sent it to the staff. In trying to move things forward she asked for feedback. It wasn’t her intention to blindside the staff. We highly respect the staff that is why we are all grappling with these issues.
Hadrian—question of how the staff goes forward tomorrow. Staff has been managing things so far. He proposes that staff continue on an interim basis in the way that they have until another decision is made. Maire seconded it.
In favor—Judy, Mimi, Erin, Becky, Nia, Chris, Hadrian. Michael
Workgroup proposal—Erin will be the convenor—board members Hadrian, Erin, Nia and Mimi—Zale and Ani and other staff for them. Michael asked for email updates. Maire asked if she can come to the meetings without being at all of them. She needs phone calls about when the meetings are.
There is a staff meeting tomorrow.
Ad hoc Committee
Deferred until the next meeting. Some of the issue overlap with Nominating committee, people can still discuss issues informally
Erin will convene a board staff work group to work on staffing proposals in preparation for the budget retreat and afterwards if necessary
Paula will look for a location for the budget retreat July 31.
Becky will set a nominating committee meeting to plan next steps for the election and will talk to Pete about the Secretary position
Judy will start an email conversation about a Strategic Plan implementation work group
Becky will talk to Zale about setting up a gmail acct. for Maire.
Yvette made a comment about listening to the membership.
Meeting adjourned. 10:10 pm
Approved by the Board 7/25/2011