Meeting of the KBOO Board of Directors 2012/06/25


JUNE 25, 2012


Board members in attendence: Marc, Paula, SW Conser, Kate, Alicia, Ben, Hadrian, Judy, Michael

Board members absent: Lyn, Keller

Staff members in attendence: Andrew, Lynn, Ani, Zale, VJ

Public members: Grace Marian, Tom Sullivan


1. Agenda approval:


Motion to include a declaration that the board is operating under the proper bylaws



No motion prepared to modify bylaws


Concern expressed that the personnel/ governance committee is currently working on the issue


Clarification to amend the agenda to have a declaration that the board is operating under the proper bylaws



No vote taken on motion to amend the agenda to add the resolution


Motion to refer the issue to the Personnel and Governance Committee


Vote on motion:

In favor: 5







Opposed: 2




Abstention: 2




Motion refered to committee


Motion to extend the meeting if necessary to add the topic of Station Management


Friendly amendment to add the item to new business


Discussion regarding whether it is proper to move to amend an, as yet, unapproved an agenda.


In favor: 3

Opposed: 3

Abstention: 1

Motion Fails


Motion to approve the agenda


In favor: 6

Opposed: 0

Abstention: 2

Motion Passes


2. May minutes approval:


Motion to approve May Board of Directors minutes


In favor: 5

Opposed: 0

Abstention: 3

Motion passes


3. Board led fundraising



Lynn provided information on board led fundraising

Recommendation #1: meaningful donation from board members

Recommendation #2: ask friends to donate

Marketing item is going to be mailed to major donors

Board members just need to ask Lynn for packets to send out

KBOO will be applying to be in the Give Guide

Lynn will offer training for pitching to donors


4. Fund drive recap & strategy



Andrew presents a report on the results of the fiscal year 2011-2012 fund drives

The best news: $3500 more than expected

Fund drive pledge fulfillment rate is high

The pledge drive counts and dollars pledged at a five year high

However, the number of new first time members is downward trend

Come to development committee meeting next Monday for more details


5. Outreach coordinator hours



Previously, the board voted to add ten hours of outreach hours to volunteer coordinator hours.


Motion #1 To temporarily suspend the outreach coordinator role for the volunteer coordinator.


No vote


Motion #2 Refer to the Personnel & Governance Committee the issue of what the 10 hours per week allotted to outreach means on an operational level.


In favor: 6

Opposed: 2

Abstention: 2

Motion passes


Motion #3 Staff report to the board the results of its meeting regarding outreach hours in the next staff report to the board


In favor: 8

Opposed: 0

Abstention: 0

Motion passes


Amendment to motion #3 to add the term "timely"


In favor: 2

Opposed: 3

Abstention: 3

Amendment fails


6. Inquiry Re: volunteer party



Concerns expressed regarding the volunteer party in May

 Concerns expressed regarding report from staff to the board regarding the event

Concerns regarding failure to set quantifiable goals

Suggestion that an event committee is created


7. Request for report on Web Developer Contractor



There are problems with web development contractor including, but not limited to, concerns about non-responsiveness of contractor to requests from staff.

Motion to request a report from the staff by August 15, 2012 regarding the performance of the web development contractor and whether the staff recommends continuing the contract for the next fiscal year.



Motion to amend the motion, changing the date to July 16, 2012

In favor:7

Opposed: 1

Abstention: 0

Motion passes as amended.


8. Strategic Plan Update

Strategic Plan Workgroup


Request for resolution:


"The Strategic Plan Workgroup(SPWG) is to be the central clearing house for all information related to the further development and implementation of the Strategic Plan. All KBOO departments working on the Strategic Plan (SP) shall report their progress in implementing the recommendations of the SP, and bring any suggestions for changes, improvements, or revisions to the SP, to the SPWG. The SPWG shall periodically report to the board on the progress of the departments in implementing the SP. The SPWG shall also be empowered to evaluate, analyze, and coordinate the various changes suggested by the various KBOO departments, and periodically present those suggested changes to the board, along with the SPWG's analysis and recommendations for the changes needed to optimize the effectiveness of the SP."


In favor: 7

Opposed: 0

Abstention: 1

Resolution passes


9. Staff management workgroup update



Group met and discussed the possibility of implementing  temporary management structure, possibly a General Manager, for a year or so while an outside organization conducts a thorough staffing needs assessment which will better inform the board and staff as to the needs of the station before implementing a permenant management plan


10. Committee Reports


Finance Committee:

Financials will be sent out as soon as possible

Annual CPA report will be due by the next meeting



Survey will hopefully go live in July

The committee approved two shows

The committee is working on the Programmers Bill of Rights



Mel is leaving.  Alex from the Finance Committee is training with Debbie


The committee reviewed chief engineer job description and sent it to staff wth questions


Thomas's work on getting the bylaws in concert with those approved by the membership was recognized and the Committee discussed how they should be posted. The consensus was that they would be put online with a note making clear that they are the official bylaws and that all other versions retrieved from or viewed on the web are unofficial.


Also, the Committee agreed that the Board Secretary has responsibility for assuring accuracy of the bylaws posted and distributed by KBOO. The actual distribution would be handled as assigned. It does not have to be done by the Secretary.


The decision and the correct bylaws will be communicated to the Board Secretary by Zale. Tom will start the process of getting the official bylaws to Zale.


Nominations Committee:

The committee is working on the election and annual meeting.

Applications to run are due on June 27

On-air forums will be held on August 7 and 8

The annual meeting will be on September 15 at People's Food Cooperative Community room


The committee is also working on KBOO in the Park which will be on August 18 at Mt Scott Park.  This will be an opportunity for candidates to interact with members.


Development Committee:

Thanks to Debbie, Paula, and Hadrian for their work on the Meyer Memorial Trust grant.  Kudos especially for Debbie for her work.

The grant provides $11,000 for Board training and development and $14,000 for policy development

Lynn and Debbie will coordinate/manage the grant


Engineering Workgroup:

There will be some upgrades to equipment to improve live remotes

Engineering has been working with volunteers since April to train to run remotes


11. New business


Motion: The Staff Management Workgroup shall present a single, unanimously supported motion to the board at the July 2012 board meeting that details how management will be structured. If new positions are required, it will detail how those positions will be created, the hiring process, and the budgetary impacts.

Any short-term proposal should include a segment discussing long-term possibilities.

If a unanimous proposal cannot be agreed upon, multiple proposals should be submitted.



In favor: 2

Opposed: 2

Abstention: 4

Motion failed


Meyer Memorial Trust $25,000 grant

Board driven projects that are being funded by the Meyer Memorial Trust (MMT) grant include the section from the strategic plan and a section from the MMT grant application which details some of the steps in the projects.  We have to report to MMT by 2-15-2013, so we have about 6 months to complete the 2 projects.  On the staff end, Lynn has offered to manage the operations of the grant and the communications with the Board or Executive Committee (whichever body that the Board designates to be the responsible party).  Debbie will manage the disbursement of funds and the accounting for the grant, and ensure any reports that are due are filed in a timely manner.  Debbie will be maintaining a file with copies of expenditures and project information for the CPA to review/audit.  Lynn and Debbie can find a consulting firm to work with the Board that will work within the grant budget and project outline, if the Board chooses to let them do this.  They think it might help get the ball rolling faster if the Board lets staff help with the initial action steps and set up.


Debbie sent a document to help with Board focus on the key areas of the projects.  Her suggestion for next steps are:

1. Secure a consulting firm for the Board training & development project.  Have them draw up the curriculum for the Board to see as soon as possible and ready for any discussion the Board may want to have at the July Board meeting.

2.  Secure a consulting firm that specializes in company policy development to review all of our policies and bylaws and to prepare an structured plan for KBOO volunteers, Board and Staff to revamp our policies and possibly the bylaws (if needed) for future membership vote.

3. Secure legal counsel to do a review of the policies after the work above is completed.  Legal counsel will review for completeness, legal compliance and risk assessment.






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