Open Meetings Law

At the December board meeting, volunteers raised concern that I am not familiar with the laws regarding open meetings. It was suggested that the board look to ORS Chapter 192.610-192.690. http://www.leg.state.or.us/ors/192.html However, as I have communicated to some concerned parties via email, those sections of the law relate to public governmental bodies and not to non-profits like KBOO.

ORS Chapter 65 http://landru.leg.state.or.us/ors/065.html is the section of Oregon law dealing with non-profits. It provides rules for the annual membership meeting and for special meetings of the members and also for actions taken by the board of directors which have different requirements. KBOO's bylaws also have rules for board meetings found at Article VI Chapter 13. http://kboo.fm/bylaws

I'm happy to discuss my interpretation of these provisions. In the spirit of KBOO's House Rules (can't find a link to these), I would hope that any discussion start from a positive place, with an assumption of good will. It is one thing to ask someone why she has chosen to act in a particular way. It is another to accuse someone of acting wrongly before seeking to reach understanding through respectful dialogue.

If you have a suggestion for board action, let me know. I think it's best if what you have to offer is something that you'd like to do, rather than something that you think someone else should be doing, but I'm not infalliable and hope to remain open to constructive comments and suggestions.

Comments

Yes we need proactive

Permalink Submitted by Anonymous (not verified) on Wed, 12/30/2009 - 4:26pm

Yes we need proactive suggestions and such about this, but IMHO,
first things first, and since Becky was criticized publicly, she
needs to be apologized to publicly and not privately.

Yes proactive suggestions are in order, but IMHO, first things first, and since Becky was criticized publicly, she needs to be apologized to publicly and not just privately. A lot is expected of Becky as board president---but when she acts in good faith and is attacked for it---it's totally unfair. Further, she wasn't the one who made the allegations about public meeting law, and yet she generously took the time to research such law in order to help resolve this. She can't do this all the time; instead we should be as professional in dealing with Becky (including doing our own research) as we expect Becky to be with us!!! That being said, the other side has a damn good point, and the spirit of what they were trying to accomplish (aside from the manner in which it was done) was right on the mark. IMO, even if the state does not protect non-profits like us as well as it protects public governmental bodies---then shame on the lawmakers, and let's get busy creating the best damn bylaws we can to crystallize transparency and accountability amongst ourselves. In the meantime, there's no reason why we can't at least work in the spirit, if not the letter, of existing public meeting law. I think all of KBOO is right in passionately expecting this, even if the lawmakers have forgotten to include us in their legal protections..... Don't we agree that we need both the passion of those who value transparency, democracy, etc., as well as the accuracy of people like Becky? That quite fortunately for us, these two qualities are actually a fantastic match? So, my suggestions are:

Apologize to Becky.
Vow to create fantastic bylaws which crystallize transparency and accountability within KBOO---we need the board step up and formally vote this in.
During the interim period between now and when we have our own bylaw protections of transparency, just use the existing public meetings laws. I mean all of us use these laws, with or without board agreement. We as kboo members/owner/operators, need to hold ourselves accountable no matter what's going on in Salem, Capitol Hill, or our own boardroom.

Sincerely,Yvette

So KBOO's bylaws must be consistent with state law

Permalink Submitted by Anonymous (not verified) on Wed, 01/06/2010 - 4:08pm

KBOO's policies and bylaws do not supercede or replace state nonprofit law. KBOO must adhere to Oregon Statutes or risk it's non-profit status. To think that KBOO's bylaws replace or supercede state nonprofit law is 100% incorrect. KBOO's bylaws may flex within the guidelines of state law http://www.leg.state.or.us/ors/065.html, BUT MUST follow the regulations. Example: 65.061 Bylaws. (1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at its organizational meeting, shall adopt initial bylaws for the corporation. (2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [1989 c.1010 §25].So KBOO's bylaws must be consistent with state law, OR 65. Look it up.

It's really hard for me not

Permalink Submitted by Becky Chiao on Fri, 01/15/2010 - 7:33pm

It's really hard for me not to dispute each statement that I disagree with, but I don't want to come off as argumentative or defensive.  Rather than engage in a flame war on my blog, I'll just say that I'm happy to answer questions and talk about KBOO and how I view my role as board president.

From the Bylaws

Permalink Submitted by Grace Hague (not verified) on Wed, 01/13/2010 - 5:43am

(a) A Board member may be removed, with or without cause, by a vote of two-thirds of the members present at a special membership meeting called for that purpose. The notice for the meeting shall state that the purpose of the meeting is the removal of the Director. Any Board member who misses three or more Board meetings per year, including the annual meeting and annual Board retreat, may be removed by a majority vote of the Directors then in office.Anyone interested? Grace

Removing bord members

Permalink Submitted by Anonymous (not verified) on Thu, 01/14/2010 - 9:17pm

Any member of KBOO can call a membership meeting with the purpose of removing a board member. They don't even need a cause.

special meeting?

Permalink Submitted by Anonymous (not verified) on Wed, 01/13/2010 - 4:04pm

oh boy ...We have had one unfilled board position since the last election. The board members have been individually sued by angry people who didn't get their way. Why is no one stepping up to fill the position? Hmm ... being on the board gets you the free perks ofbeing attacked at KBOO meetingsbeing libeled on the KBOO websitebeing sued by angry KBOO membershaving your name dragged through the mud by inuendo and vague references to wrongdoingso ... we have actually had an election (remember, democracy ... just a few months ago?), we have almost a full board again, and you want to throw them all out and start over again? are you nuts?

re:re:re ...

Permalink Submitted by Anonymous (not verified) on Fri, 01/15/2010 - 3:16pm

Actually, on one point, you're right. The comments have been anything but vague.The KBOO board was recently sued, both as the board, and then also as individuals. At this point in the soap opera, I cannot remember if it was in reference to the removal of a board member before the last election, or due to Michael P. not being seated after the election. But board members and staff have told me yes, the board members were all individually sued.If the nine board members you are not currently hounding think Judy and Becky are not doing things right, they have the capacity to force a meeting and remove them from the board. I have met about half the board, and the people I meet seem to be perfectly competent, and quite capable persons who I doubt would be sitting on their hands if they thought there was such a serious problem.And, sad to say, I will be attending one or more board meetings to see this circus for myself.

Dear Anonymous

Permalink Submitted by Becky Chiao on Tue, 01/05/2010 - 12:54pm

I'm sorry that you aren't willing to use your own name to comment here.I respectfully disagree with your opinions about me and Judy and Arthur.  I'm not sure what you mean when you use the word "cover up" and say that "both Judy and I are far too close to Arthur".  A large part of the job of board members is to work with the station manager.  As past and current presidents of the board it would be impossible for us to fulfill our duties without engaging with him.  Further, it's my impression that it is not true that there was less internal fighting and fewer management problems before Arthur became station manager.I welcome all dialogue about how to improve KBOO, but find that allegations of wrongdoing without people being personally accountable to the facts and correct citations to what the rules are is unhelpful.  I think if we refer to the KBOO House Rules, Nonviolence Policy and memo on Conflict Resolution attached to my most recent blog post, we can communicate more productively.  As I said at the board meeting, I'd look into conflict of interest rules.  I don't think the Oregon Law relates at all to this situation, but I've shared it with the board and will paste it here.   65.361 Director conflict of interest. (1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction is fair to the corporation at the time it was entered into or is approved as provided in subsection (2) or (3) of this section.<o:p></o:p>      (2) A transaction in which a director of a public benefit or religious corporation has a conflict of interest may be approved:<o:p></o:p>      (a) By the vote of the board of directors or a committee of the board of directors if the material facts of the transaction and the director’s interest are disclosed or known to the board of directors or committee of the board of directors; or<o:p></o:p>      (b) By obtaining approval of the:<o:p></o:p>      (A) Attorney General; or<o:p></o:p>      (B) The circuit court in an action in which the Attorney General is joined as party.<o:p></o:p>      (3) A transaction in which a director of a mutual benefit corporation has a conflict of interest may be approved:<o:p></o:p>      (a) In advance by the vote of the board of directors or a committee of the board of directors if the material facts of the transaction and the director’s interest were disclosed or known to the board of directors or a committee of the board of directors; or<o:p></o:p>      (b) If the material facts of the transactions and the director’s interest were disclosed or known to the members and they authorized, approved or ratified the transaction.<o:p></o:p>      (4) For the purposes of this section, a director of the corporation has an indirect interest in a transaction if:<o:p></o:p>      (a) Another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or<o:p></o:p>      (b) Another entity of which the director is a director, officer or trustee is a party to the transaction, and the transaction is or should be considered by the board of directors of the corporation.<o:p></o:p>      (5) For purposes of subsections (2) and (3) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (2)(a) or (3)(a) of this section if the transaction is otherwise approved as provided in subsection (2) or (3) of this section.<o:p></o:p>      (6) For purposes of subsection (3)(b) of this section, a conflict of interest transaction is authorized, approved or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (4) of this section may be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subsection (3)(b) of this section. A majority of the members, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.<o:p></o:p>      (7) The articles, bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions. [1989 c.1010 §89]

Dear Becky

Permalink Submitted by Anonymous (not verified) on Wed, 01/13/2010 - 3:13pm

You have mentioned anonymous posters before, why does it bother you when someone posts anonymous? Is it because you can't target them later?

When someone doesn't

Permalink Submitted by Becky Chiao on Fri, 01/15/2010 - 6:05pm

When someone doesn't identify him or herself, we can't work together, which I thought was the goal of volunteering at a community organization. Additionally, he or she avoids being held accountable for untrue or otherwise disrespectful comments.  KBOO has a conflict resolution policy and House Rules that people can use to respectfully raise issues with one another. Of course people can write what they want, using no name or a false name.  It's just my feeling that it is unproductive and not in conformance with the station's stated aspirations for how we treat each other.  That is why I said I was sorry that the original poster was anonymous.

anonymity

Permalink Submitted by Anonymous (not verified) on Tue, 01/19/2010 - 9:38pm

Anonymous comments are generally safe from any personality-based judgments.

It would be helpful if people

Permalink Submitted by Becky Chiao on Sat, 01/16/2010 - 3:33pm

It would be helpful if people who want their public comments to be part of the record of the meeting submit a writtern version of their comments, preferably electronically.

board meetings

Permalink Submitted by TROUT (not verified) on Sun, 01/24/2010 - 9:16am

I have looked all over the site here and find no reference to the upcoming meeting tomorrow night - OR the change of venue for this meeting. My desire is that this type of info should be prominently placed somewhere on the main page. I also agree with Grace that members need a forum on KBOO's website to utilize.thanks, Trout

found it ...

Permalink Submitted by TROUT (not verified) on Sun, 01/24/2010 - 9:21am

I found the info about the board meeting way down at the bottom of KBOO's mainpage - I suppose suggestions to the web guru would be appropriate :o) love and rockets ><}}}>