Meeting of the KBOO Board of Directors 2012/10/22

 KBOO BOARD OF DIRECTORS MEETING MINUTES

October 22, 2012

6:00 p.m. to 9:30 p.m.

 

Directors in attendance: Paula Small, S.W. Conser (Conch), John Mackey, Jeff Kipilman, Michael Papadapoulos, Lyn Moelich, Marc Brown, Damon Isiah Turner, Hadrian Micciche, Rabia Yeaman (after appointment), Matthew Bristow (after appointment).

Directors absent: Lisa Loving

Staff members in attendance: Lynn Fitch, Ani Haines, Zale Chadwick

Public members in attendance: Kurt Lauer, Ben Hoyne

Facilitator: brush

 

1.     Motion for the President to determine if there is a quorum of the outgoing board under the assumption that the new board has not yet been qualified.

No second.

Motion fails for lack of a second.

 

  1. Agenda Approval

 

Motion to approve the agenda

Seconded

 

Motion to amend item number 6 on the agenda

 

Proposal to amend item 6 by striking out the four proposed motions and replacing them with:

 

(a)  A motion to accept nominations for appointment of two directors to fill current vacancies

(b)  A motion to place all nominations on a single ballot, with each director present to be issued a single ballot, with each returned ballot to be counted only if it contains two names or less, and with each of the two vacant seats to be filled only if the winning candidates have each received the votes of the majority of the ten directors currently on the board pursuant to Bylaws Art VI, Section 7, in which case the candidate with the most votes will fill the two-year vacancy.

 

2 in favor of amendment

5 opposed to the amendment

1 abstention

Motion Fails

Vote on motion to approve draft agenda:

 

7 in favor of approving the agenda

1 opposed to approving the agenda

Agenda Approved

 

  1. Certification of recently elected directors

 

Pursuant to KBOO Foundation Bylaws, Article VI, section 2, the terms of outgoing directors end on September 31st and the term of incoming directors begins on October 1 so long as the incoming directors are qualified to serve.  Article VI, section 4, lists the qualification for directors as a member of the corporation.  Prior to the election, the Nominating Committee verified with the Membership Coordinator that all the candidates were members and therefore qualified.   Therefore, the Secretary of the Foundation certified the new directors as follows:

 

"As secretary of the KBOO Foundation, I certify that John Mackey, Jeff

Kipilman, Michael Papadopoulos, and Damon Isiah Turner have been elected by the members to three-year terms and that each are qualified to be seated."

 

Motion to accept the Secretary’s certification of the recently elected directors.

Seconded

8 in favor of motion

0 opposed to the motion

Motion passes

 

  1. Appointment of two new directors to fill vacant seats on the board

 

FIRST MOTION: The board appoints Rabia Yeaman to serve the remaining one-year term of the seat formerly held by Keller Henry.

 

SECOND MOTION: The board appoints Matthew Bristow to serve the remaining two-year term of the seat formerly held by Alicia Olson.

 

Amendment presented to reject the Nominating Committee recommendation because that committee failed to have an open meeting with proper notice.

Seconded

Discussion regarding the motion to amend the motion

Concern raised that there may be a conflict of interest on the Nominating Committee

 

Motion to call the question

6 in favor of the motion to call the question

2 opposed to the motion to call the question

1 abstention

Motion to call the question passes.

 

Vote on motion to amend the original motion

1 in favor of motion to amend

5 opposed to motion to amend

Motion to amend fails

 

Motion for a secret ballot to appoint new directors

3 in favor of motion

5 opposed to motion

1 abstention

Motion Fails

 

Vote on first motion (Rabia Yeaman)

6 in favor of first motion

1 opposed to first motion

1 abstention

Motion to appoint Rabia Yeaman passes

 

Vote on second motion (Matthew Bristow)

8 in favor of second motion

1 opposed to second motion

1 abstention

Motion to appoint Matthew Bristow passes

 

(Rabia Yeaman and Matthew Bristow take their seats on the board)

 

5.      Election of KBOO Foundation officers

 

 

President

S.W. Conser (Conch)

9 in favor

1 abstention

 

Vice President

Matthew Bristow

Hadrian Micciche

John Mackey

 

John and Hadrian remove names from contention

8 in favor of Matthew

0 opposed to Matthew

1 abstention

 

Treasurer

Paula Small

10 in favor

0 Opposed

 


Secretary

Marc Brown

10 in favor

0 Opposed

 

FY 2013 KBOO Foundation Officers:

President: S.W. Conser (Conch)

Vice-President: Matthew Bristow

Treasurer: Paula Small

Secretary: Marc Brown

 

  1. Bylaw Change Referral to the Personnel/Governance Committee

 

Motion: The board refers the following to the Personnel/Governance Committee:

Whether Article VII, § 2 should be amended to reflect the actual practices of the board.

 

Explanation provided that the bylaws require the officers to be elected in the first meeting after the election which is the September board meeting.  However, the bylaws also provide that the new directors do not take their seats until October 1.  Thus, under the bylaws, the old board elects the officers for the incoming board and newly elected directors are unable to run for officer positions.

 

7 in favor of the motion

0 opposed to the motion

1 abstention

Motion passes

 

  1. Appointment of Committee Liaisons

 

Executive Committee:

Deadlock in voting:

Lyn Moelich: 4 votes

Rabia Yeaman: 4 votes

 

Motion to put off the vote until next month

Seconded

 

Concern raised that the foundation will be without an Executive Committee for the next month.

 

Motion to amend motion for Matthew Bristow to be elected to Executive Committee for 30 days and to bring the issue back next month

Vote on motion to amend

 9 in favor of motion to amend

0 opposed to motion to amend

2 Abstention

Motion to amend passes

 

Vote on motion as amended

8 in favor of motion as amended

0 opposed to motion as amended

1 abstention

Motion to appoint Matthew Bristow to the Executive Committee for 30 days passes

 

Finance Committee

Paula Small

Matthew Bristow

 

Programming Committee

Rabia Yeaman

Jeff Kipilman

 

Personnel/Governance Committee

Jeff Kipilman

Marc Brown

 

Nominations Committee

John Mackey

Marc Brown

Paula Small

Lyn Moelich

Hadrian Micciche

 

Development Committee

Matthew Bristow

Lyn Moelich

 

Workgroup (Engineering, Web, Strategic Planning) liaisons should be submitted to the President who will forward those names to the appropriate workgroup

 

Motion to submit names via email to president to be submitted to the work groups

 

  1. Interim Manager Report

 

Development

  • Fund drive fell a bit short of the “lofty” goal
  • There was great enthusiasm from the hosts and programmers
  • Also had great outreach into the community
  • Planning will begin tomorrow for the next fund drive
  • Amy Goodman will be in town this week for a fundraising event for KBOO
  • That event is sold out and we anticipate 75 VIP tickets sold
  • We estimate approximately 500 people will attend
  • We are developing a KBOO movie night partnership with the Clinton Street Theater
  • A business partnership letter will be going out in November
  • Work will soon begin on the end-of-the-year appeal
  • In April, we will have a Blazer night again.

 

Management

  • Working on training and policy work with Mark and Cindy
  • We are going to look to NFCB job description when we revise the job descriptions for the station
  • We are going to bring in a professional HR firm to evaluate positions
  • We are revising volunteer/access policies
  • Currently investigating and reviewing FCC compliance
  • We are approaching some of the early directors and station managers for a “Council of Elders”

 

  1. Approval of September minutes

Motion to approve the September Board of Directors meeting minutes

7 in favor of approving minutes

0 opposed to approving minutes

1 abstention

September minutes approved

 

  1.  Motion for closed session

No second

Motion for closed session fails for lack of second

 

  1.  Committee Updates

 

Finance Committee:

  • did not meet this month
  • Reminder of the board led fundraising goals

 

Programming Committee:

  • Spintron- programmers need to enter data
  • Conversations ongoing regarding surveys
  • Library needs attention
  • Great programming during drive

 

Personnel/Governance Committee:

  • Did not meet

 

Nominating Committee:

  • Offered candidates for appointment
  • Reviewed the past election cycle

 

Development Committee

  • Did not meet

 


  1.  New business

Motion to reappoint brush as facilitator

Seconded

Board consider re-appointing brush

The board has already approved the budget which included funding for the facilitator

Consensus to continue with brush

 

Motion to form a committee to investigate FCC Compliance

Seconded

 

Motion to amend the motion to require any individual with information on FCC compliance to forward that information to the interim station manager

Vote on motion to amend

7 in favor of amending

1 opposed to amending

2 abstentions

Motion to amend motion passes

 

Vote on motion as amended

8 in favor of motion as amended

2 abstentions

Motion as amended passes

 

Motion for a closed session

Seconded

7 in favor of closed session

2 opposed to closed session

 

Closed session entered at 9:05

 

Closed session ended at 9:30

(No action taken in closed session)

 

 

Adjourn at 9:30 p.m.

 

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