Monday, March 26, 2012, 6:00-8:30 p.m.
Facilitator: brush
Minuter: Marc
Ground Rules & Focus: brush 10 minutes
Turn off cell phones
Agenda approval.                                                                            5 minutes
Public Comment I 10 minutes
January Minutes Approval 5 minutes
Board Vacancies 10 minutes
Nominations Committee
PURPOSE: To appoint one or two directors to fill out vacancies on the board
DECISION TO BE MADE/PROPOSED MOTIONS: To approve one or two members to fill out the vacant board positions
BACKGROUND: Currently, we have two open board positions, both of which expire in September 2012.  Although the remainder of the time for these positions is short, the nominations committee believes that the positions should be filled as soon as possible to maintain quorum at board meetings
See attached applications.
Financial/Budget Update 20 minutes
Finance Committee/Debbie
PURPOSE: An in-depth financial and budget update brought to you by the finance committee and Debbie, our favorite number-cruncher.
DECISION TO BE MADE: None.  Informational only.
BACKGROUND: The board has requested regular financial and budget updates.  FinComm and the green visors in the vast financial department present this update in response.
See attached documentation for everything you want to know and more.
Policy 26: Retirement                                           15 minutes
PURPOSE:  Resolution: Per Policy 26 - annual Board decision on the KBOO contribution to employee’s retirement accounts.  (401k)
DECISION TO BE MADE/PROPOSED MOTIONS: The Board is asked to make a decision on company non-elective deferrals to the employee’s retirement account for the calendar year 2011.  Per policy, the Board can approve to contribute an amount of 0% to 10% of the eligible gross wages for qualified employees.  Qualified employees meet certain criteria as described in The Plan (401k) that meets IRS standards & requirements tests.  
Proposed Motion:  Paula moves that per the Finance Committee recommendation, the Board elect to have a 0% contribution from the Foundation, to the eligible employees' individual retirement accounts of the 401(k) plan, for the 2011 calendar year.
BACKGROUND: Wages are based on the calendar year of 2011 with employer contributions due March 31 of the next year, and are made payable to Paychex Retirement Services.  Annual non-elective employer contributions are based solely on the judgment of the Board of Directors based on input from the Finance Committee regarding funds availability and deficit projections.
2/21: The Finance Committee makes the following recommendation to the Board, based on available funds and current deficit trend: Finance Committee recommends that there be zero contribution to the staff 401k plan.
(Kurt abstains)
3/13: The Staff discuss, and although there is no record of an official vote for consensus, there was no strong disagreement to not funding the retirement accounts due to the budget deficit.
Calendar year end 2011 - Eligible Payroll for non-elective contribution by employer
Employees   (6)  Gross payroll dollars  $166,380.18
Terminated Employees (2)  Gross payroll dollars  $65,531.38
26. Employee Compensation and Benefits
  (Excerpt on Retirement)
KBOO shall strive to make an annual contribution to a retirement account of eligible employees.  Contribution shall be 0% to 10% of salary for eligible employees.  In January of each year, the KBOO Board of Directors, with input from staff and Finance Committee, shall determine what level of funds are available to make an employer (non-elective) contribution for the previous calendar year. 
Eligibility: Eligibility begins after one year of employment as a regular employee working at least 1,000 hours per year (a half-time employee works 1,040 hours per year).
Contribution: Contribution shall be 0% to 10% of compensation. Compensation is defined as W2 compensation plus elective deferrals such as 401(k)).  Contribution shall be made annually.
Timeline:  This policy shall apply to the 2010 calendar year.  The board shall make the first determination of funding availability in January 2011 for the 2010 calendar year.
Employee contributions: Individual employees may elect to have contributions deducted from paychecks in compliance with retirement plan rules.
Board/Committee communications procedure and re-affirmation of board member committee liaison role   5 minutes
Personnel/Governance Committee            
PURPOSE:   To re-affrm Board/Committee communications procedure and offer guidelines for facilitating smoother electronic communication channels.
DECISION TO BE MADE/PROPOSED MOTIONS:  As a Governance issue, the Personnel/Governance Committee respectfully asks the Board to reaffirm the role of the Board Committee Liaison as indicated by Policy 66, which provides, in part,
"1.    Advising the Board as early as possible of suggested policies as they are drafted by the committee.
"2.    Requesting appropriate Board meeting agenda time for discussion and consideration of proposed policies.
"3.    Prompt and clear communication from the Board to the committee, especially if a proposed policy is declined by the Board, or if the Board has suggested revisions to a proposal."
The Personnel/Governance Committee also asks that we all be succinct and respectful of each other's humanity and time in our email communications, with the idea that we all are working cooperatively for the betterment of the Station. To be able to track information efficiently and accurately, please limit discussion on email threads to the subject line.  If you wish to discuss a different topic, please change the subject line or start a new [email] thread.
BACKGROUND: Recent requests from various board and staff members to work out a process to facilitate a clear and respectful process in regards to communication between Board and Staff Members.
Board Blog 10 minutes
PURPOSE: To determine protocols for the Board Blog on the KBOO website.  The Board Blog has not had a post since 2010.  
If the board is not using its blog, does the board want the board blog removed from the website?
If the board does want the blog to be active, who is authorized to post on that blog?  The board speaks as one and no member is authorized to speak for the board.  However, if any board member is authorized to post on the blog, that board member may not be speaking for the board.
As an alternative, each director can have a personal blog with an opportunity to express his or her personal views but not speak for the board as a whole.
DECISION TO BE MADE/PROPOSED MOTIONS: (1) That the board officially place the board blog on hiatus until protocols are in place, and (2) The board refer the development of board blog protocols to the Personnel/Governance Committee.
Affirmation regarding Article X of the Bylaws 10 minutes
Marc, Zale, Alicia
PURPOSE: To affirm Bylaw Article X
DECISION TO BE MADE/PROPOSED MOTIONS: (1) As a governance issue, the Personnel/Governance Committee respectfully asks the Board of Directors to affirm that the board has the authority to approve “minor editing changes that do not change the meaning or intent of the original bylaw.  Such changes will be limited to grammatical and spelling errors” as per Bylaw Article X 27 January 2012 Memorandum; (2) Affirm that the correct version of Article X, as adopted by the members in 1990 is incorporated into the bylaws.
BACKGROUND: See attached Bylaw Article X 27 January 2012 Memorandum
Disciplinary Action 10 minutes
PURPOSE: To refer to committee (Personnel/Governance or Nominations Committee) a request to advise the board on the appropriate disciplinary action for Michael P.
BACKGROUND: At the February board of directors meeting, Michael P. purposely absented himself, without prior notice or excuse, for the express purpose of ensuring that the board did not have quorum and therefore could not act.  He did this because he did not wish the board to vote on one agenda item.  He was in the KBOO offices a half hour prior to the meeting.  As a result of his decision, the board was unable to act on several other items.  His actions were not in the best interest of KBOO.  He could have abstained from voting on that item or simply absented himself for that item.
DECISIONS TO BE MADE/PROPOSED MOTIONS: To refer to committee (Personnel/Governance or Nominations Committee) a request to advise the board on the appropriate disciplinary action for Michael P.
DOCUMENTS: Copy of email from Michael P.
Committee Reports 15 minutes
Finance Committee
Programming Committee
Personnel/Governance Committee
Nominations Committee
New Business 10 minutes
Public Comment II 10 minutes


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