Meeting of the KBOO Board of Directors 2013/01/28

KBOO BOARD OF DIRECTORS MEETING MINUTES

January 28, 2013

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

 

Board Members Present: Marc Brown, Michael Papadopolous, Hadrian Micchie, Rabia Yeaman, Matthew Bristow, SW Conser, , Paula Small, Jeff Kipilman, , Lisa Loving

Board Members Absent: Lyn Moelich, Damon Isiah Turner

Staff Present: Lynn Fitch (via telephone)

Public Present: Mark Fulop, Ben Hoyne, Zale Chadwick, Ani Haines, Robin Ryan, Mark Sherman, Kurt Lauer, Ivan Green

 

Agenda Approval

Motion to approve the agenda

Seconded

6 in support

0 opposed

1 abstention

Agenda approved

 

January 7 Minutes Approval

Motion to Approve the January 7 minutes

7 in support

0 opposed

1 abstention

Minutes approved

 

Board Training Manual

Mark Fulop

 

A comment was made that the training manual should prove helpful for recruitment

The document can be adjusted as needed

Mark Fulop will be available to help with role playing

Lyn and Hadrian are going to work on developing the candidate training

A note that the last section is a board self-assessment: the board should establish a baseline this year and then ensure that the board is on track in the training.

 

Motion to thank Mark and declare the document delivered

Seconded

Unanimous in support

Motion passes

 

Motion to approve and accept board training manual

Seconded

Unanimous in support

Motion passes

 

Closed Session

Motion for closed session

Seconded

Unanimous in support

Motion passes

 

Conflict of Interest Policy

As part of the Board Policy Manual the board adopted a conflict of interest policy and the policy requires all board members to sign it and disclose all conflicts each year.  In addition, it is requested that each director sign the director job description.

 

Governance Committee

Although this item asks for the board to create a board level Governance Committee, the board already created that committee when it approved the board policy manual.

Comment made that the membership should be open to all members

Response that the board already voted on the committee and its structure

 

Motion to dissolve the Personnel/Governance Committee retaining the Personnel Committee that is in the bylaws and a Governance Committee created by the new board policies.

Seconded

8 in support

1 opposed

Motion passes

 

Board unanimously approved the following members for the Governance Committee:

 

Hadrian Micchie

Rabia Yeaman

Jeff Kipilman

Michael Papadopolous

Matthew Bristow

 

Member Dues Policy

Motion to refer to the Development Committee the question of whether the board should amend the Membership Dues Policy to increase the annual membership rate.  If the committee recommends an increase, the committee shall recommend an amount of increase.

Seconded

A suggestion was made about possibly creating a new structure with several levels including youth, contributor, member, and volunteer

Unanimous in support

Motion passes

 

Committee reports

 

Nominating Committee

The tentative schedule has been set for the 2013 elections

The committee may change the forum to a one-on-one interview of each candidate

The committee discussed how it can incorporate the new training manual into the recruitment and election process

 

Programming

Invited Lynn to come to give an update regarding programming goals

She said the committee could be involved in surveys

The committee wants more local programming, local news, more representation from the community, and to use resources more efficiently

Evaluations have not begun and seem to founder

Erin is trying to help the committee develop an evaluation process

Erin is holding back on programming contracts pending new policies

Library needs work

Comment that volunteers are being deployed to organize, digitize and maintain library

 

Finance Committee

 

Sept 2012 financials have been sent out to board

The board has seen these before but a few additions made to reflect some late invoices

FY13: expenditures from Sept ongoing through new FY

The FC is working on getting first quarter financials out

Revenue is running to budget even without sweepstakes

We got money in as a result of the end of year appeal

Salaries are on budget

We had increase in cost of benefits.  We have no control over them

 

New business

 

Bill for grant writing on FY12 budget but was not spent until FY13

Motion to add $1,025 for grant writing expenses to FY 13 budget as it was a carryover from the FY12 budget

Seconded

Unanimous in favor

Motion passes

 

Legal fees were incurred on behalf of foundation but not approved by the board

Motion for board to approve $3,600 in unapproved legal expenses with acknowledgement from the board that there will be additional billings related to those expenses

Seconded

 

Comment regarding concern over retroactive approval of spending without details and an insurance that this does not occur again

Response that the funds are already budgeted in that the amount is in the budget

This is really more of an info report because money is already allocated but the proper procedures were not followed

The itemization was previously sent in a fiscal report

Question if this is the same as an individual board member sought legal advice.

Answer is that no board member has the authority to act in that manner

Statement that the board president has authority to enter into contracts

Comment that the act to seek legal advice was taken in lieu of active executive committee

Neither the ED nor the board approved of the specific expenditure

5 in support

3 opposed

1 abstention

Motion passes

 

Hadrian notes that reason for voting no because feels like he was not adequately informed

 

Board training

Information regarding the possibility of having board training with brush on the topic of consensus facilitation.  The cost would be $100

Motion for board to approve a $100 expense to pay brush for training in consensus facilitation

Seconded

 

Concern expressed that such an expense is not fiscally prudent when we are boarderline exploiting a resource

Additional comment: in the past nine years, the board has never functioned better than under Roberts rules

Concern that we now have a board training manual and this would go outside that training

Support voiced because we can always use training on board processes

 

Motion to table the motion

Seconded

7 in support

1 opposed

1 Abstain

Motion passes

 

Motion to refer this issue to the Governance Committee

Seconded

7 in support

1 opposed

1 abstention

Motion passes

 

In light of past legal action taken against the foundation and in consideration of the on-going danger of being placed in violation of FCC rules or our current by-laws concerning election procedures, the Board directs the Governance Committee to cause to be drafted a by-law change to resolve the problem, for placement on the next ballot, after legal and Board review.

 

Seconded

9 in support

1 abstention

Motion passes

 

Adjourn: 9:05

 

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