Meeting of the Board of Directors 2012/03/26

KBOO BOARD MINUTES-March 26, 2012

Board Members present: Paula, Michael, Alicia, S.W. Conser (Conch), Lyn, Marc, Keller, Ben (after board appointment)

Board Members absent: Judy, Chris, Hadrian

Staff Present: Ani, Zale

Public Present: Kurt Lauer, Per Fagereng, John MacKey

1. Minutes Approval: January 23, 2012

Comment made that when an individual is invited to present a report to the board, time should not be taken up with a presentation when a written report is supplied

5 for approval

0 opposed to approval

2 abstentions

January minutes approved

2. Board Vacancies

The board has two vacancies resulting from two resignations. The Nominations Committee recommended Kate McCourt and Ben Hoyne to fill the vacancies with terms expiring in September 2012.

Motion made to appoint Kate McCourt as a Director of the KBOO Foundation with a term expiring in September 2012.

Seconded

Motion approved by consensus

Motion made to appoint Ben Hoyne as a Director of the KBOO Foundation with a term expiring in September 2012.

Seconded

Motion approved by consensus

(Note: Ben joined the board at this point in the meeting)

3. Finance/Budget Update

The board received the January financials with the agenda packet

Paula will email the February financials

Paula will ask Debbie to send out a five-year financial perspective

Motion made to create a board workgroup to develop a strategy for board led fundraising

Brief discussion regarding the board’s authority to create a workgroup consisting of board members alone and whether the group must provide notice to the membership

Seconded

6 for approval of the motion

0 opposed to the motion

2 abstentions

Motion carries

Keller and Paula volunteer to participate in the workgroup

4. Policy 26: Retirement

Pursuant to Policy 26, the board must vote on an amount between 0% to 10% of eligible gross wages to contribute to a qualified employees retirement account.

A motion is made that, pursuant to the Finance Committee’s recommendation, the board elect to have a 0% contribution from the KBOO Foundation to the eligible employees’ individual retirement accounts of the 401(k) plan for the 2011 calendar year.

Staff liaison noted that the staff has no expectation of a contribution in a deficit year

Seconded

7 for approval of the motion

0 opposed to the motion

1 abstention

Motion carries

5. Board/Committee Communications

The Personnel/Governance Committee seeks to reaffirm board/committee communication procedures and offer guidelines for facilitating smoother electronic communications

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.

Discussion ensued regarding a specific time to submit committee minutes

6. Board Blog

Discussion commenced regarding the Board Blog on the KBOO website and the best use of the blog. The primary concern is that individual directors may not represent the view of the board as a whole. A suggestion was made that all posts be vetted by email. An addition suggestion was made that the Nominations Committee develop board blog protocols.

A motion is made to officially place the board blog on hiatus until protocols are in place.

Seconded

7 for approval of the motion

1 opposed to the motion

0 abstentions

Motion carries

A motion is made for the board to refer the development of board blog protocols to the Nominations Committee.

Seconded

7 for the approval of the motion

1 opposed to the motion

0 abstentions

Motion carries

7. Affirmation Re: Article X of the KBOO Bylaws

A motion is made that the board affirm that the board has the authority to approve “minor editing changes that do not change the meaning or intent of the original bylaws. Such changes will be limited to grammatical and spelling errors” as per “Bylaw Article X 27 January 2012 Memorandum.”

Seconded

3 for the approval of the motion

1 opposed to the motion

3 abstentions

Motion fails

A motion is made to affirm that the correct version of Article X, as adopted by the members in 1990 is incorporated into the bylaws

Seconded

Discussion ensued regarding whether this is an appropriate action of the board

Alternative motion presented

No second

Vote on the original motion

4 for the approval of the motion

1 opposed to the motion

2 abstentions

Motion carries

8. Disciplinary Action

At the February Board of Directors’ meeting, Michael Papadapoulos 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. This was done to preclude a vote on one agenda item. He was present at the station just 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.

A motion is made to refer to the Nominations Committee a request to advise the board on the appropriate disciplinary action, if any, for Michael Papadapoulos.

Seconded

A friendly amendment is made that the Nominations Committee research disciplinary action about any board member who purposefully absents him or herself to obstruct the business of the board

Concern voiced that the amendment is really a different motion or issue.

Amendment seconded

2 for the approval of the amendment

4 opposed to the amendment

1 abstention

Amendment fails

Vote on the original motion (note: a director requested that the roll call of the vote be included in the minutes)

4 for the approval of the motion

Keller

Lyn

Marc

Alicia

2 opposed to the motion

Michael

Paula

1 abstention

Ben

Chair votes in favor

S.W. Conser

Motion carries

9. Committee Reports

Nominations Committee

Moving forward with updating the director application and packet

Also moving forward on securing a speaker for the annual meeting

The annual meeting will be on Saturday, September 15, 2012 at People’s Food Cooperative Community Room

The committee is also in the process of planning a KBOO in the Park event for August 18, 2012

Programming Committee

Chair of the programming committee would like minutes to be approved before distribution. If the minutes are not approved, then those minutes are the unofficial minutes of the committee

The committee discussed programming guidelines

There will be a sex advice show on KBOO from May to September

The committee brainstormed about how to deal with programming and how to review programming equitably

Personnel/Governance Committee

The committee will consult with Nina Cook regarding Policy 26-Compensatory time. Andrew and Zale will follow up

The committee is working on the combination of the administrative and financial assistant positions

The committee is gathering information regarding job descriptions for the Chief Engineer position from similar stations

Policy 21 needs a revision due to being too prescribed regarding discipline

Finance Committee

A reminder to really keep an eye on the budget

Mid-year budget will be coming out shortly and will provide a better perspective on the rest of the year

10. New Business