Governance & Board

Results of the 2012 Board of Directors Election are here:  http://kboo.fm/2012annualmtg

The 2012 State of the Station address is here: http://kboo.fm/2012state

Board members are expected to attend monthly board meetings, serve on at least one committee, support and be active in the strategic plan, and be a model of the KBOO House Rules.

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Board of Directors

For more information about the board including elections, minutes and agendas visit http://kboo.fm/governance.

 

PresidentSW Conser
Vice PresidentMatthew Bristow
TreasurerPaula Small
Secretary 
  
 Lyn Moelich
 Hadrian Micciche
 Michael Papadapoulos
 Jeff Kipilman
 Rabia Yeaman
 Lisa Loving
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Public Statement from the KBOO Foundation Board of Directors

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Director John Mackey was removed from the Board, for conduct harmful to the corporation.

November 27, 2012

Regrettably, at the Board of Directors meeting, Monday, November 26, 2012, Director John Mackey was removed from the Board, for conduct harmful to the corporation.

Specifically, Mr. Mackey was removed for disclosing information during a public session of the Board, October 22, 2012 ─ information that he had previously acknowledged was not appropriate for public disclosure, but should only be discussed in a closed session of the Board of Directors.

Mr. Mackey knew that the information was not appropriate for public disclosure. On at least two occasions, Mr. Mackey stated that the information should be discussed in closed session. Mr. Mackey publicly disclosed information he knew should not be, disregarding his own advice.

A majority of The Board of Directors voted to remove Mr. Mackey for conduct harmful to the KBOO Foundation. They agreed that an objectively reasonable director in that situation would have exercised more care and caution ─ and would not have publicly disclosed that information.

If you have questions, comments, or concerns please contact:

Interim Station Manager
Lynn Fitch
503.231.8032 x222
manager@kboo.org

KBOO's 2012 Annual Meeting Election Results

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KBOO's 2012 Annual Meeting Election Results
KBOO Annual Membership Meeting 2012

Many thanks to our fellow KBOO & community members for attending this year's Annual Meeting & Election! It was a great time to meet, greet & vote!

We had guest speaker, Dante James, Director of the City of Portland's Office of Equity & Human Rights, as well as the State of the Station address provided by KBOO Board President, S.W. Conser.

Until then, here are the votes received for each candidate (top 4 candidates are newly-elected Board members, effective as of Oct. 1, 2012):

John Mackey 304
Jeff Kipilman 301
Damon Isiah Turner 256
Michael Papadopoulos 240
Rabia Yeaman 231
Alejandro Ceballos 224
David Haseltine 205
Matthew Bristow 159

 

On Saturday, September 15, from 11am-2pm, come observe to the last Board Candidate Forum, cast your ballot, listen to the Keynote by Dante James, from the city's Office of Equity, hear the State of the Station report, and learn the results of the board election. All at the People's Food Coop Community Room.

 

Saturday, September 15, 2012
11am to 2pm
People's Food Cooperative Community Room
3029 SE 21st. Ave, Portland, OR

11:00 to 12:00 Board Candidate Forum
12:00 Deadline to cast ballots
12:00 to 1:00 Keynote address given by Dante James, Director of the city of Portland's Office of Equity
1:00 to 1:50 State of the Station Report
1:50 to 2:00 Election Results

 Learn more about the candidates for the 2012 KBOO Board of Directors:

Board Materials

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Decision-Making Options

 

Throughout KBOO's history, Board and staff have engaged in various styles of meeting etiquette and decision-making, including Robert's Rules of Order and consensus. Two pages follow that describe Roberts Rules of Order, along with a link to a KBOO-specific training document on consensus. More information available at robertsrules.org.

 

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Bob's Rules of Order

The Abbreviated RoBert’s Rules of Order

  1. A motion must be made and seconded by a Board Member before discussion can begin on any proposal for action.
  2. A main motion may be amended, tabled or either adopted, rejected or referred back to a committee for study or action.
    1. An amendment to the motion can be debated, amended itself, and finally adopted or rejected by a majority vote. If it is adopted, it becomes part of the main motion. If it is rejected, the debate returns to the main motion.
    2. A motion to table requires a majority vote. If a main motion is tabled, it cannot be brought up again at that meeting.
    3. The main motion (as amended) can be adopted or rejected by a majority vote. Once the main motion has been voted upon, there can be no further discussion of it at that meeting.
    4. A motion may be referred to a committee for further review if a majority of Board Members determines that further research is required on that issue.
  3. Debate on a motion (or motion as amended) shall end and the meeting shall proceed to a vote when any of the following occurs:
    1. The meeting facilitator has determined that the allocated time for the issue has expired.
    2. The meeting facilitator believes that sufficient debate has taken place on the motion and asks the Board Members if they are ready to vote. If there is no objection, then voting on the motion shall begin. If a Board Member objects to ending the debate, an immediate vote is taken on ending the debate. If the majority vote wishes to end debate, then the meeting proceeds to voting on the motion. If less than a majority vote, then discussion continues until the allocated time expires.
    3. A voting member “calls the question.” A vote is then taken on ending the debate. If a majority vote wishes to end debate, then the meeting proceeds to the voting phase of the process. If less than a majority vote, then discussion continues until the allocated time expires.
  4. A motion and second by Board Members to adjourn a meeting can be made at any time. There is an immediate vote, with no debate allowed. If a majority vote wishes to adjourn, then the meeting is adjourned. If less than a majority vote wishes to adjourn, then the meeting continues.
  5. The facilitator will grant non-Board attendees a reasonable period of time to speak. Non-Board attendees agree to address the meeting in a courteous and professional manner. Non-Board attendees that speak out of turn may be found “out of order” by the facilitator and removed from the meeting.
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Robert's Rules of Order Motions Chart

Based on Robert's Rules of Order Newly Revised (10th Edition)

Part 1, Main Motions. These motions are listed in order of precedence. A motion can be introduced if it is higher on the chart than the pending motion. § indicates the section from Robert's Rules.
§
PURPOSE:
YOU SAY:
INTERRUPT
?
2ND
?
DEBATE?
AMEND?
VOTE?
§21
Close meeting
I move to adjourn
No
Yes
No
No
Majority
§20
Take break
I move to recess for ...
No
Yes
No
Yes
Majority
§19
Register complaint
I rise to a question of privilege
Yes
No
No
No
None
§18
Make follow agenda
I call for the orders of the day
Yes
No
No
No
None
§17
Lay aside temporarily
I move to lay the question on the table
No
Yes
No
No
Majority
§16
Close debate
I move the previous question
No
Yes
No
No
2/3
§15
Limit or extend debate
I move that debate be limited to ...
No
Yes
No
Yes
2/3
§14
Postpone to a certain time
I move to postpone the motion to ...
No
Yes
Yes
Yes
Majority
§13
Refer to committee
I move to refer the motion to ...
No
Yes
Yes
Yes
Majority
§12
Modify wording of motion
I move to amend the motion by ...
No
Yes
Yes
Yes
Majority

 

§11
Kill main motion
I move that the motion be postponed indefinitely
No
Yes
Yes
No
Majority
§10
Bring business before assembly (a main motion)
I move that [or "to"] ...
No
Yes
Yes
Yes
Majority
 
Part 2, Incidental Motions. No order of precedence. These motions arise incidentally and are decided immediately.
§
PURPOSE:
YOU SAY:
INTERRUPT?
2ND?
DEBATE?
AMEND?
VOTE?
§23
Enforce rules
Point of Order
Yes
No
No
No
None
§24
Submit matter to assembly
I appeal from the decision of the chair
Yes
Yes
Varies
No
Majority
§25
Suspend rules
I move to suspend the rules
No
Yes
No
No
2/3
§26
Avoid main motion altogether
I object to the consideration of the question
Yes
No
No
No
2/3
§27
Divide motion
I move to divide the question
No
Yes
No
Yes
Majority
§29
Demand a rising vote
I move for a rising vote
Yes
No
No
No
None
§33
Parliamentary law question
Parliamentary inquiry
Yes
No
No
No
None
§33
Request for information
Point of information
Yes
No
No
No
None
 
Part 3, Motions That Bring a Question Again Before the Assembly.
No order of precedence. Introduce only when nothing else is pending.
§
PURPOSE:
YOU SAY:
INTERRUPT?
2ND?
DEBATE?
AMEND?
VOTE?
§34
Take matter from table
I move to take from the table ...
No
Yes
No
No
Majority
§35
Cancel previous action
I move to rescind ...
No
Yes
Yes
Yes
2/3 or Majority with notice
§37
Reconsider motion
I move to reconsider ...
No
Yes
Varies
No
Majority
 
For Fair and Orderly Meetings & Conventions

Provides common rules and procedures for deliberation and debate in order to place the whole membership on the same footing and speaking the same language. The conduct of ALL business is controlled by the general will of the whole membership - the right of the deliberate majority to decide. Complementary is the right of at least a strong minority to require the majority to be deliberate - to act according to its considered judgment AFTER a full and fair "working through" of the issues involved. Robert's Rules provides for constructive and democratic meetings, to help, not hinder, the business of the assembly. Under no circumstances should "undue strictness" be allowed to intimidate members or limit full participation.

The fundamental right of deliberative assemblies require all questions to be thoroughly discussed before taking action!

The assembly rules - they have the final say on everything!
Silence means consent!
Obtain the floor (the right to speak) by being the first to stand when the person speaking has finished; state Mr./Madam Chairman. Raising your hand means nothing, and standing while another has the floor is out of order! Must be recognized by the Chair before speaking!
Debate can not begin until the Chair has stated the motion or resolution and asked "are you ready for the question?" If no one rises, the chair calls for the vote!
Before the motion is stated by the Chair (the question) members may suggest modification of the motion; the mover can modify as he pleases, or even withdraw the motion without consent of the seconder; if mover modifies, the seconder can withdraw the second.
The "immediately pending question" is the last question stated by the Chair! Motion/Resolution - Amendment - Motion to Postpone
The member moving the "immediately pending question" is entitled to preference to the floor!
No member can speak twice to the same issue until everyone else wishing to speak has spoken to it once!
All remarks must be directed to the Chair. Remarks must be courteous in language and deportment - avoid all personalities, never allude to others by name or to motives!
The agenda and all committee reports are merely recommendations! When presented to the assembly and the question is stated, debate begins and changes occur!
The Rules
Point of Privilege: Pertains to noise, personal comfort, etc. - may interrupt only if necessary!
Parliamentary Inquiry: Inquire as to the correct motion - to accomplish a desired result, or raise a point of order
Point of Information: Generally applies to information desired from the speaker: "I should like to ask the (speaker) a question."
Orders of the Day (Agenda): A call to adhere to the agenda (a deviation from the agenda requires Suspending the Rules)
Point of Order: Infraction of the rules, or improper decorum in speaking. Must be raised immediately after the error is made
Main Motion: Brings new business (the next item on the agenda) before the assembly
Divide the Question: Divides a motion into two or more separate motions (must be able to stand on their own)
Consider by Paragraph: Adoption of paper is held until all paragraphs are debated and amended and entire paper is satisfactory; after all paragraphs are considered, the entire paper is then open to amendment, and paragraphs may be further amended. Any Preamble can not be considered until debate on the body of the paper has ceased.
Amend: Inserting or striking out words or paragraphs, or substituting whole paragraphs or resolutions
Withdraw/Modify Motion: Applies only after question is stated; mover can accept an amendment without obtaining the floor
Commit /Refer/Recommit to Committee: State the committee to receive the question or resolution; if no committee exists include size of committee desired and method of selecting the members (election or appointment).
Extend Debate: Applies only to the immediately pending question; extends until a certain time or for a certain period of time
Limit Debate: Closing debate at a certain time, or limiting to a certain period of time
Postpone to a Certain Time: State the time the motion or agenda item will be resumed
Object to Consideration: Objection must be stated before discussion or another motion is stated
Lay on the Table: Temporarily suspends further consideration/action on pending question; may be made after motion to close debate has carried or is pending
Take from the Table: Resumes consideration of item previously "laid on the table" - state the motion to take from the table
Reconsider: Can be made only by one on the prevailing side who has changed position or view
Postpone Indefinitely: Kills the question/resolution for this session - exception: the motion to reconsider can be made this session
Previous Question: Closes debate if successful - may be moved to "Close Debate" if preferred
Informal Consideration: Move that the assembly go into "Committee of the Whole" - informal debate as if in committee; this committee may limit number or length of speeches or close debate by other means by a 2/3 vote. All votes, however, are formal.
Appeal Decision of the Chair: Appeal for the assembly to decide - must be made before other business is resumed; NOT debatable if relates to decorum, violation of rules or order of business
Suspend the Rules: Allows a violation of the assembly's own rules (except Constitution); the object of the suspension must be specified

 

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KBOO Facilitation Training Rules

This was a 2009 training for all Board and staff. Both bodies used consensus for a short time afterward.

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KBOO Core Values

COMMUNITY:
local, accessible, empowering, welcoming, inclusive, participatory, involved
 
 
PROGRESSIVE PERSPECTIVE:
questioning, vital, uncensored, controversial, activist resource, educational, journalistic integrity, reflecting justice, peace, sustainability and democracy
 
 
EMOTIONAL MATURITY:
respectful, honest, fair, positive, peaceful, non-violent, engaging, open
 
 
DIVERSITY:
valuing, embracing, bridging, listening, understanding, giving voice
 
 
LEADERSHIP:
bold, exploring, independent, cutting edge, responsible, excellence
 
 
CREATIVITY: 
eclectic, traditional to experimental, idiosyncratic, innovative, iconoclastic, evolving, compelling

 

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How We Treat Each Other

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Creating a Safe & Caring Community

Our Goal
 
To foster a safe, healthy and welcoming environment for nurturing creativity, community and opportunities for personal growth.
 
 
Philosophy
 
Building Authentic Relationships: When we’re authentic we listen and share honestly with one another. We set reasonable boundaries and also give each other a chance to change. We share our joys, our fears, our challenges, and the stories that make us who we are. We tell our truths in a way that respects ourselves as well as the other person.
 
Gentle Personalism: All people are good, and when given the opportunity, we display that goodness. When we treat people as whole, we give each other room to be whole.
 
Conflict Resolution: We work to resolve all conflicts or at least agree on boundaries that work for both parties. We aim for engagement over avoidance and collaboration over compromise. 
 
Non-violence: We say “no” to any form of violence. This includes shouting, name-calling, belittling, physical attacks, making less of someone based on their gender, ethnicity, sexual orientation, age or spiritual practice as well as other forms of harassment, abuse and intimidation.. Non-violence asks us to stop verbal or physical violence in a non-violent way, confronting it with love and respect to promote the safety and well-being of all.  
 
Community Support: It is our responsibility to let each other know when we are doing harm to another person or a group of people, and we will provide support when anyone is treated in a hurtful way. This includes learning ways to interrupt violence, learning how to help both parties see how they could de-escalate conflict and providing mediation services. Part of our support is learning how to listen, to understand feelings and address underlying needs. KBOO staff are available help. We give people a chance to change (except in rare occasions of imminent harm), but if people can’t change, they will eventually be asked to leave.
 
 
Four Agreements
 
  • We always treat others with love and respect…or at least respect!
  • It is never OK to humiliate anyone.
  • We expect everyone in our community to treat others well.
  • We have a personal responsibility to resolve our conflicts.

 

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Nonviolence Questions and Answers

Common Questions about Nonviolence at KBOO

“Isn’t it true that sometimes you have to yell at someone to get their attention?” We have found, based on actual experiences at KBOO, that when conflicts appear to be resolved through verbal violence, what really happens is that the other person just withdraws and avoids the person who hurt them. They often go to others to share their story of the bad experience, and the conflict actually grows, even though it seems calmer for awhile.

 

“Should I call the police?” We avoid calling the police whenever possible. Is there a staff member or other person available who can gently help the person? Can it wait until later, or is there an immediate physical threat?

 

“I didn’t intend to humiliate them. I was ‘just stating the facts’ as I saw them.” Ask yourself, “Did I say it with love?”

 

“Maybe I should just “vent” to my friend or colleague.” Venting can be a good chance to blow off steam so that you can then deal with the problem directly. You may use venting to calm down so that you can come back tomorrow with an open heart. Gossiping or saying bad things about people will only make the problem worse. We will talk directly with the person who offended us, or get support from the appropriate staff or board person to do so.

 

“I don’t have a problem. They have a problem.” We will try to understand our own role in the conflict and how we can help de-escalate the situation and reach resolution next time instead of escalating. This is our opportunity for growth in conflict.

 

Maybe it’s better to just “let it go.” Sometimes, things aren’t a big deal, but over time, a lot of little things will build up.

 

“If I don’t deal with it right this second, nothing will ever happen.” It’s important to interrupt violence right away, but if we’re upset, it’s often a good idea to take time to cool off before we look for resolution. Wait at least a day before sending the angry e-mail. If you’re still mad, wait another day or run it by someone who is skillful in communications. If you or the other person is on the air or about to be on the air, ask yourself if this really has to be addressed right this second. You can always say, “I’m sorry we’re having a disagreement. I want to work with you on this later.”

 

“It’s my First Amendment right to say anything I want to.” We have a right as individuals to express our opinions, but we also have the right as a community to create safety and respect. How can we express ourselves without hurting others?

 

“Sometimes I get angry. You can’t expect me to never get angry.” We all get angry, we also all make mistakes, but we can choose what to do with our anger and with our mistakes. How do we address them with kindness towards ourselves and the other person?

 

“Should we ‘compromise’?; Can we just ‘agree to disagree’?” We can, and sometimes that’s the best we can do. But compromising or agreeing to disagree doesn’t really leave either party satisfied. Better still is to find a solution that give both people what they want—or even more than they wanted.

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Living up to Our Own Values -- Conflict Resolution at KBOO

Upholding KBOO’s values of peace, justice, democracy, human rights, environmentalism, multiculturalism, freedom of expression, and social change, the community is engaging in a series of skill building sessions, followed by an open forum for volunteers and staff to share their experiences, thoughts and desires for our community. Some refreshments provided, attendees are encouraged to also bring a contribution to a potluck following the training session.
 
We come from many places, express ourselves differently, hold different beliefs, but at KBOO, all participants create community together. Learning from each other and growing together is an essential part of “the KBOO experience”. It is essential to listen to one another and be receptive to what you hear. We are creating exciting, meaningful radio and community, all here, together, based on KBOO’s stated values—and for this alone, each one of us deserves the respect of all others. If we spend our time uplifting our co-created community, we will be uplifted in turn.
 
With so many passionate, caring and expressive individuals actively participating within an organization, conflicts will occur. In fact, they should occur, as conflicts illuminate areas that we need to look at, and learn from, within ourselves, and the community as a whole.
 
Most people have negative feelings about conflicts, and many try to avoid them—but this doesn’t really help in the long run. Conflicts that are left unresolved often fester and become fertile ground for feeling bad about another person, yourself, and / or transferred and generalized to the whole organization. However, compassionately and justly addressing conflicts can help transform us as individuals, and the organization as a whole.
 
Understanding the overall dynamics of conflict can help us address them more constructively.
 

Understanding Conflicts

Conflict arises when people disagree about something that is important to both / all parties. Each conflict is unique because it is entirely dependant on the dynamics of the parties involved at that time. Each person brings his or her history, and “hot buttons” or “pet peeves” that affect the conflict.
 
When conflict occurs, everyone needs to feel recognized as an individual, and respected as a human being.
 
When these needs are not met, things can escalate very quickly.
 
Because each person involved in the conflict adds to its dynamics, it is important to understand your own feelings about conflict and what “triggers” you, so that you can avoid escalation and help to bring the interaction to a resolution wherein all feel respected and valued.
 
What do you think of when you think of conflict?
 
What are your triggers or hooks?
A trigger or hook is a behavior that almost always “gets to you”. It can be a situation, a word or phrase, or body language. It is important to know what behaviors and words hook you, so you can become conscious of your response, instead of being caught up in your reaction. Take a moment and answer these questions for yourself.
 
To what words do I strongly react?
(e.g., name calling, “whatever”, “get to the point”, swearing)
 
To what behaviors do I strongly react?
(e.g., eye rolling, sighing, hand on hip, arms crossed, personal space issues)
 
To what situations do I strongly react? What are my pet peeves?
(e.g., being kept waiting, being interrupted, being ignored)

Insider / Outsider Thinking

One factor that contributes to conflict at KBOO is insider/outsider paradigms. People need to feel a sense of belonging. Insider/outsider group thinking is present in every community; here at KBOO it seems particularly problematic. The KBOO volunteer community has about 500 members currently; and while the number of volunteers actively participating in the station is relatively stable, there is much turnover. Some of you have volunteered nearly since the very beginning, while others may have jumped in last week. In these circumstances, it is easy to feel that everyone else knows what’s going on, that you are being deliberately over-looked and left out. We can all help to alleviate this situation. Don’t assume that others are more in the know, or that information is being kept from you; ask a staff person about the policy or practice of doing something. Say hello and introduce yourself to people you don’t know yet-- they may be new, or maybe you just haven’t met, because you’re on different schedules.

Useful Tips in Resolving Conflict

Either / or; right / wrong; hot / cold thinking and positioning within conflicts will block meaningful dialogue, and does not make room for the fact that all parties are valued, even if there is disagreement—to resolve conflict, try to avoid dichotomous thinking.
 
There are some basic premises that, when adapted, will help to mitigate conflict, and encourage the exploration of meaningful difference, leaving us all with an enriched community.
  • You can never know another person’s intention / heart.
  • Your experience is valid – and so is everyone else’s.
  • Everyone wants to be the hero of her/his own story.
 
Healthy conflict resolution takes creativity.
  • I want to win, and I want you to win, too.
  • I am right does not mean that you are wrong.

Resources used:

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2007-2008 Survey and Community Meeting Summary

 

KBOO Surveys & Community Meetings
December 2007-May 2008
 
 
SUMMARY
 
Through our surveys and community meetings, we reached core listeners and members who value KBOO’s independence, progressive views, diversity and local community connections. These listeners asked for better program and production quality with well-prepared, well-presented hosts and fewer technical mistakes: improve the radio basics. They’d like new programs with new voices, positive attitudes and exciting music mixes along with a better schedule—while preserving their favorite shows. The website should have the basics like multiple streams, playlists and podcasts. More outreach and promotions was a frequent request. 
 
We asked specific questions about Democracy Now! and learned, not surprisingly, that people who currently listen like to listen at the current time but there are a number of options for morning and evening drive-time slots. We did learn that Democracy Now! is much more popular than previously estimated.
 
Please find more survey details at http://kboo.fm/node/7935.
 
Why do you tune in or out?
 
Listeners tune in for progressive views, political analysis and debate. They also enjoy learning something new, connecting with local communities and hearing diverse voices.
 
Listeners tune out because they don’t like the music, they don’t like the next program that comes on, or the host is preachy, unprepared or boring.
 
Members asked for an improved air sound with new voices, improved quality and professionalism, and more local & positive items.
 
How would you describe KBOO?
 
Our core listeners believe that we are true to our mission. Top picks were: independent, diverse, progressive, community and informative. The negative categories (such as irrelevant, monotonous, etc. ranked low). In community meetings, free speech, community connections, culture, local news and progressive politics were valued.
 
What would you change about KBOO?
 
This question drew rich responses with 547 participants offering 1,343 responses. The common themes were:
 
Program and Production Quality: Hosts should be objective and prepared, with a better presentation: not preachy, ranting or rambling. Hosts need to improve on radio basics including back announcing, controlling callers, introducing guests, cueing recording and mikes correctly, and—especially—speak clearly with a good radio voice. Listeners request more local news and “positive solutions.” The community meetings reflected the same desire for improved quality as discussed above, along with the idea of reaching more groups and combining local and global perspectives.
 
Format: With our format split, we often find that listeners either want more music or more public affairs. While 546 respondents tune in for hear progressive politics, 522 tune in for music. In the written comments, a common response was more music with a more interesting music mix. Stale programming came up in response to several questions: new shows, new hosts and/or new music mixes. Better organized programming but also more variety came up. This is a question for KBOO: how can we offer variety, but make the station listenable. 
 
Promotions: Listeners and volunteers want to see more outreach, advertising, events, work with community organizations and outreach volunteers. Virtually all respondents heard about KBOO through word of mouth or by randomly scanning the dial. This speaks to opportunities in advertising, outreach and Web. Outreach was a huge issue at community meetings.
 
Technical: While respondents generally favored KBOO over other radio stations, we were ranked lower on web presence and technical quality. Respondents would like better signal coverage (which is not available), and more online options. Many of the technical problems reflect training issues for on-air personnel and others are due to the fact that we cannot expand our signal strength or coverage area. For the web, respondents want first streaming, music playlists community calendar, archived show search and podcasts.
 
When would you like to hear Democracy Now?
 
Current listeners, want to hear it at the current time, no surprise. 
 
Looking at the Democracy Now online and paper survey: After 5pm, 8am and 7am are the second, third and fourth choices, but the choices are close. One question that this survey did not ask is whether the respondents listen to any radio at 7 or 8 am. The group is curious about this because the results do not match radio listenership or KBOO listenership patterns. Respondents broached several possibilities that we are considering such as going head-to-head with NPR, broadcasting outside of working hours or broadcasting twice per day.
 
In the member phone survey: 61% of our members listen to Democracy Now. If the program is moved, 8am and 6pm drive time are the top picks, but there is not one clear choice[1]. 42% would listen to news & talk at 4pm, but only 32% would listen to news & talk at 7pm. About half would listen to folk and roots at 7am.
 
While there are preferences for particular slots, 7-9am and 5-7pm slots all score relatively close to one another. However, we also learned that our listeners, like most radio listeners, are more likely to tune in during the morning than the afternoon or evening.
 
What are your five favorite programs on KBOO?
 
1.      Democracy Now! 224
2.      Music From the True Vine (Bluegrass) 145
3.      Joe & Abe (Talk Radio) 90
4.      Grateful Dead 87
5.      Presswatch (Public Affairs) 79
6.      Positively Revolting (Talk Radio) 74
7.      Evening News 73
 
The surprise here was Democray Now! because it doesn't do particularly well during the drive, but it was far and away the top choice among online survey respondents, and 61% of the members surveyed by phone listen to the program. As a side note, pledges for Amy Goodman tickets constituted 10% of our Spring Membership Drive total.
 
Most other KBOO shows appeared somewhere in the responses, but the top-tier responses are listed below. Overall, news/talk and music both appeared to do equally well. A more extensive analysis would involve membership drive analysis, Arbitron tune in/tune out data and other items from program staff.
 
About the Respondents
 
The Survey For Change drew 822 responses. This is a self-selected group. Promotions included KBOO website, e-mail, listener guide and airwaves as well as CNRG and IndieMedia mailing lists. The survey was also picked up by blogs at local newspapers.
 
Respondents are primarily dedicated core KBOO listeners. The largest number of respondents listen 4-10 hours per week (as opposed to many casual KBOO listeners who tune in fewer hours) and have been listening more than ten years. Overall station listenership is dropping, but respondents are listening to KBOO more than they have in the past and generally ranked KBOO superior to other stations.    Furthermore, respondents listen at home throughout the day, and not just in their cars or during drive time. At the community meetings, most attendees were current programmers, volunteers and staff with some long-time non-volunteer members.
 
Respondents are traditional radio listeners as who surf the web but are less interested in podcasts or mp3 players.
 
Half the respondents were 45-64 and 78% were European-American, and most earn under $40,000 per year. 18% identified as LGBTQ.
 
The Democracy Now! online and paper survey was distributed at the Amy Goodman event and on the website. This survey drew 421 responses.
 
Two community meetings attracted about 150 people. Current programmers, volunteers, staff and board made up most of the audience with a few member-listeners and a few non-members. Again, this was a core audience. Not surprisingly, their views largely followed the Survey For Change results (with even greater emphasis on community and outreach).
 
Finally 107 members (97 were current members) were polled in a random phone survey. This was an older and whiter group (91% European American and 61% ages 45-65).
 
About the Survey Group
 
Board Member Judy Fiestal led the survey effort based on input from KBOO staff and working with volunteers Patrik McDade and Genevieve Matthews, consultant Carri Munn and Station Manager Arthur Davis.
 
Where Do We Go From Here?
 
The station Program staff are developing on-air changes for this summer and winter. In addition to the surveys and community meetings, we are looking at non-listener surveys, focus groups, a Station Assessment by the National Federation of Community Broadcasters, competitive analysis, programmer peer evaluations, staff evaluations, a variety of retreats and listenership and membership data. There will be a many factors, but we are committed to reaching more listeners while maintaining our mission and core values.

[1] Democracy Now change ranked by members in phone survey: 7am-15%, 8am-24%, 9am-15%, 5pm-14%, 6pm-23%, 7pm 9%

 

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2008 NFCB Assessment

Assessment of KBOO,
Portland Oregon

By the National Federation of Community Broadcasters
with Lewis Kennedy Associates

May and June, 2008

Executive Summary

The National Federation of Community Broadcasters with the help of Jim Lewis, Lewis Kennedy Associates, conducted a station assessment for KBOO in May and June of 2008. The following are the primary observations and recommendations.

KBOO has a lot going for it—there is significant community involvement with the station and genuine engagement from diverse communities. There is a commitment to having things change at the station and ensuring that KBOO is relevant and has an impact in the Portland area. On the other hand, KBOO has been losing audience and membership over the last couple of years. However, there is agreement on the need to make changes to reverse this direction. And the station is in the fortunate position of having a reserve fund that gives them the time to decide on these changes with a high level of participation and analysis rather than having to rush into something because of a funding emergency.

Based on an analysis of the data provided by KBOO and the in-person discussions that Carol Pierson and Jim Lewis had with staff, board and volunteers, we make the following recommendations.

Programming and Positioning

  • Identify target audience(s) for day parts that accomplish KBOO’s mission while providing an important audience service.
  • Launch a Campaign for Excellence for KBOO programming
  • Move Democracy Now! into drive time
  • Provide a consistent, quality news and information service from 7am until 7pm.
  • Use music in mid-day while high-quality information programming is being developed.
  • Consider using national programming and inserting local content if possible to assure consistent quality.

Development

  • Begin a structured major annual giving program
  • Test the concept of three shorter pledge drives instead of two long ones and determine the optimal length of each break
  • Have program host participate in breaks and set-up a standard outline that includes why to give (mission), what you get (benefits, premiums, challenges) and a call to action
  • Increase mail program for renewals, additional gifts, and lapsed donors
  • Promote planned giving options

More specific recommendations and details are in the report. KBOO is making some very important changes and change is never easy. We applaud your efforts and your process.

The Assessment

The National Federation of Community Broadcasters (NFCB) was hired by KBOO to conduct an assessment of the station’s overall operations with particular attention to programming and development. Carol Pierson, President and CEO and Ginny Z. Berson, Vice President and Director of Federation Services of NFCB and Jim Lewis of Lewis Kennedy Associates conducted this assessment by telephone, email and in-person visits.

Carol Pierson and Arthur Davis, Manager of KBOO had numerous phone conversations during early 2008 to plan the in-person visit and to share information about audience and fundraising. Jim Lewis joined these conversations beginning in May. Carol and Jim spent three days visiting the station and interviewing staff, volunteers and Board members May 27 through 29, 2008. The following are our appraisal and recommendations.

Background

In 1968 when KBOO went on the air, it was the primary community/public radio station in the Portland Oregon market, airing NPR, Pacifica and local public affairs and music programming. Over the last 20 years other noncommercial stations have focused on much of the programming that only KBOO carried: Oregon Public Broadcasting does a full-time news and information service that covers most of the state with NPR, PRI, APM and local news and public affairs programming; KBPS provides a full-time classical music format; KMHD has a full-time jazz service; and commercial station KPOJ carries the progressive Air America format including a local Portland personality. After some impressive increases in audience and membership (Listenership increased from 50,000 to 70,000 between 2000 and 2003; membership from 3,000 to 7,000 between 2000 and 2004) KBOO started seeing declines in 2004. Current CUME is 55,000 – 58,000 and membership has declined to 5,600 members. Fortunately during this period of growth the station created a reserve fund and started an endowment so that they have some resources to make improvements even though their income has declined from $790,000 to $620,000 this year. During this period they have lost much of their CPB funding and are threatened with total loss in FY 2009.

KBOO gets 81% of its budget from membership; 7% from underwriting/advertising; 5% SCA rental; and 3% interest income. The population of Portland is 700,000 with 1.5 million in the metro area. The demographics are 80% white; 7% Hispanic; 6% Black; 6% Asian; and 1% Native American/Hawaiian. The mission and goals of the station are to serve the underserved segments of the population so KBOO does active outreach and recruitment to communities of color and disadvantaged groups such as the homeless, teenagers, non-English speakers, and the gay/lesbian communities. Thirty percent of KBOO’s total airtime is produced by people of color: KBOO’s locally produced programming is 16% African American, 14% Latino, and 5% Asian.

Over the last year KBOO has put considerable effort into changing the culture at the station which was sometimes very contentious. Working with a local conflict management consultant the station has made considerable progress in developing a spirit of cooperation and an openness to change that is often hard to find at any radio station. There is widespread understanding and support for the importance of making program changes (for the first time in 10 years).

Programming

The most important issue facing KBOO at this time is the loss of audience. This impacts the station in several ways—fewer members, lower loyalty, and fewer membership dollars. In addition the station is having less of an impact on the community. For these reasons KBOO has committed to re-evaluating its entire program schedule for the next year. They have already instituted program evaluations and the entire evening block of programming is being overhauled—all programmers are having to re-apply for their programs.

The Board of Directors has set the following programming goals for the next year:

Improve Programming: Increase listenership to better serve programming charter and increase membership with quality programs and improved scheduling while reflecting our core values. Objectives: a) create consistently compelling radio. Use programs that work well as models to improve or replace programs that are not compelling or meet mission; b) make our programming decisions more flexible and proactive (recruitment, contracts, block reviews and/or renewals) develop ability to experiment; c) improve blocks and strips to better reach audience; d) address most pressing program issues during the coming months while gathering research and community participation for further changes; e) aim for our historical level of 70,000 listeners along with increased use of streaming and downloading.

The station has done two surveys for members and listeners (822 respondents to Survey for Change and 107 current and lapsed members for Democracy Now! survey) and held two community meetings with about 150 people participating. Based on the surveys about half listen to public affairs and half listen to music. Respondents described KBOO as “independent, true to its mission, diverse, progressive, community and informative.” There was considerable agreement that the station needs to improve how it sounds on the air. Hosts need to be better prepared, not preachy, and improve technical quality and radio basics. In addition, many mentioned that the scheduling needs to be better organized. Finally, there was a desire for more outreach and involvement with the community and a better website that enhances the programming and ties the station into the community.

KBOO is described as “doing what other stations aren’t” or an “alternative.” The station needs a stronger, clear, positive identity. I would emphasize local/Portland, information and culture, diversity, real, connector of folks/community. Bring Portland’s Communities Together, or something like that.

It is critical that you are clear on what audience you are targeting at different times of the day (see comments below). This is probably the most important thing to do in this process. If KBOO tries to serve everyone you will end up not serving anyone well. Programmers should have a good sense of who they are talking to when there are preparing and presenting their programs. And the schedule needs to be arranged so that the target audience is the same across the week and during that block of programming. Perhaps you could get grant funding to do a market analysis of what programming is needed in Portland. Once you are clear about who is being targeted, be sure that this information is understood throughout the station.

With these issues settled, be sure that your visual identity is consistent with your on-air identity and appeal to that audience.

On-Air Sound

KBOO sounds like it is very involved with the Portland community—from local content to community calendar announcements. This is a great strength. Unfortunately, the quality of the air sound is very inconsistent. Many of the survey respondents and community meeting attendees talked about the need to improve on radio basics, hosts that don’t seem prepared or are preachy or ranting or rambling. Talk show calls should be screened before they go on the air, callers need to be treated with respect but controlled by the host, and guests need to be introduced.

We recommend that KBOO launch a Campaign for Excellence On-Air. There could be three elements: Training; Feedback; and Recognition. KBOO has some excellent talent already on the air and there are trainers in the field that can help. Both Marilyn Pittman and Dick Brooks have been very well received in the trainings that they have done at stations and at the Annual Community Radio Conference. But in addition to outside trainers, meetings could be organized for different genres: talk show hosts, Radiozine producers (maybe live and pre-produced separately), news producers and readers, music hosts, etc. Programmers can share solutions, tricks, processes and give each other support and feedback.

It is also necessary for the Program Director and the AM and PM News and Public Affairs Directors to provide regular feedback (which I think does happen to some extent now). It may be helpful for them to have some coaching training which many non-profit support centers provide. This should become part of the annual programmer contract renewal process so that there are goals for program hosts each year. Ideally this will all happen in the context of people buying-in to the Campaign for Excellence.

Finally, it can be helpful to recognize a particularly well done show as long as it isn’t going to create bad feelings. This can be an example that other hosts can learn from. There could a discussion about what made it an exemplary program with advice from the recognized host and observations from other programmers.

Recommendations:

  • Launch a Campaign for Excellence to improve KBOO’s air sound using training and evaluations to help programmers create more compelling radio.
  • Talk show calls need to be screened to be sure that new voices are heard on the air and that the technical quality of the callers is okay. This doesn’t mean excluding people or manipulating the content as is done in commercial radio—just improving the quality. The programs are also stronger if there are guests rather than just opening the phone lines.
  • The news programs and Radiozine would benefit from consistent hosts who are excellent on the air. The morning news that I heard had interesting content but not very strong readers. Can/do Kathleen and Jenka anchor these programs along with the strongest volunteer readers?
  • Set-up a listserv for the talk show hosts so they can coordinate content; do the same for other programs in the same strip.
  • The orientation process seems quite good. It needs to be integrated into the Campaign for Excellence so there is energy and excitement about KBOO sounding the best it can on the air.

Schedule

KBOO has a mixed format with news and public affairs in the morning (7am-noon and 5-7pm) and mostly music the rest of the time. Some programs are in languages other than English and some are only on once a month. There isn’t consistency of content or sound from day to day or from program to program much of the time. Because radio in general has moved into single formats, listeners expect some consistency about what a radio station does each time they tune-in. Generally people use radio at the same time(s) each day and most often in morning and afternoon drive-time and on Saturdays and Sundays from 10am until 2pm. Music listening is usually highest during the work days.

It is best if a station is doing the same type of programming during morning and afternoon drive-time. Weekends can be somewhat different but it is best to appeal to the same dominate audience during these times as well. Both consistency from day to day and the program flow (so that you aren’t driving listeners away) are important dynamics in audience retention and building. Stations can program for different audiences if they strip the programming so that there is consistency and take advantages of natural turn-over in the audience (end of morning or afternoon drive-time). You might want to look at a commercial station’s or OPB’s audience data to see when large groups of people turn their radios off as opposed to tuning to another station. It makes sense to put your strongest programming at the times that most people are listening. Also, determine what other stations are doing at various times. It may not make sense to put a strong program on when another station is carrying a very strong program that appeals to the same audience. You can pursue several strategies—going head to head with a competitor or counterprogramming—but in either case the stay clear on who you are programming for, who is the target? Remember, almost all listeners listen to other stations as well.

Spanish language programming presents particular challenges to the station. If the goal of the station is to keep people listening as long as possible, switching to a different language is a guaranteed tune out for much of the audience. On the other hand, if KBOO ignores this audience, what station is going to provide a critical media service for it? Making as much of the music programming bilingual as possible will make it accessible to the entire audience. This could be a first goal. Programming that must be in Spanish to reach its intended audience should be in a block outside of prime radio listening hours (6am-6pm weekdays and 10am-2pm weekends). I would recommend a large enough block to really pull-in the Spanish speaking audience and to precede this block with bilingual music programming. It would also be good to see how much of the Latino population in Portland is monolingual Spanish. It might be a better service to the entire audience to incorporate programming about Latino issues into the regular news and information programming so that the Anglo audience would be educated as well.

Recommendations:

  • The Talk Show strip is from 7:30am until 9am which is not a great time for call-in programs. People are generally very busy during this time or driving. I would recommend after 9am or just before afternoon drive.
  • Democracy Now! is the most popular program on the station according to the recent surveys. It should be scheduled during morning or afternoon drive-time. I would recommend airing it at 7am or 8am.
  • Radiozine has some strong elements but needs to be presented as a consistent program with a consistent host, if possible. The elements can be knitted together by the host and music that creates a unified context for the diverse elements.
  • Midday (mostly) music is kind of a jumble. If the station can develop a strong, consistent news and public affairs service from 6am or 7am until 6pm or 7pm I think this would be a very strong schedule. (See attached schedule possibilities and list of program sources.) However, it should be built slowly so that the content is compelling enough to compete with OPB and Air America. The strongest positioning that KBOO has is local since both OPB and Air America provide mostly national content. It is better to build slowly toward this than put on programming of lesser quality.

Process for Program Changes

The change process is already well underway at KBOO. The first group of changes is scheduled for August and involves the evening schedule and possibly adding an additional airing of Democracy Now! at 7am. This seems to be a good strategy. It will allow you to test how DN! works at 7am while planning the more challenging changes to the daytime schedule.

Changes to the daytime schedule are planned for January. It may be wise to map out the ultimate schedule that KBOO would like and then start making changes as the pieces are ready. The station needs to sound compelling and engaged in the community so that anyone interested in what is happening in Portland will want to tune-in. Most importantly, when they do tune-in, they talk to all their friends and colleagues about what they heard on KBOO yesterday. This is the best promotion that the station can get.

In the meantime, launching the Campaign for Excellence should start immediately engaging as many people as possible. There is plenty of evidence from the surveys, community meetings and declining listening to support the importance of this step. Perhaps KBOO alumni can also be used to help in this effort.

Website

KBOO has been investing in its website development using a part-time contractor as well as having a part-time staff position which it hopes to increase to full-time. Improvements in the website came up a number of times during the community meetings and in the survey. The site is being developed so that programmers can enter their own information and that this information will be on the web but also available for the quarterly program/issues lists that the FCC requires and other reports that are necessary. Priorities include: improving the program schedule and search functions; clarify ownership of content; podcasting; calendar improvements.

The website will continue to be a more important feature for interacting with KBOO listeners and bringing new listeners to the station. The efforts to make it more effective are to be applauded.

Our development consultant was intrigued by KBOO’s potential to use social networking software to more closely bind members to the station. Research by Audience 88 and 98 cited the extent to which listeners to a station consider themselves members of a community of values as a key discriminator in their listening and giving. In a word, public radio listeners display “tribal” characteristics. If that is true for a mainstream station, it is likely to be even more true for a progressive community station. Might KBOO benefit from using social software solutions to capitalize on this feeling of community, giving KBOO members the opportunity to meet on-line a discuss such interests as local progressive issues, alternative music, live performances, books, etc.? We regard this as an area for future exploration rather than an urgent current priority, but it is an opportunity that should not be lost. Costs to establish such a site are minimal and moderating some of these social forums could be a volunteer, rather than staff-intensive activity.

Recommendations:

  • Continue and increase investment in website. The powerpoint presentation on the NFCB website might be helpful in learning from the experience of other public broadcasters. http://www.nfcb.org/projects/projects.jsp#ima
  • Use news volunteers to post updated Portland news on the website as well as producing radio pieces. Have people take pictures to use with news content while they are out reporting. Have fresh news content 2 or 3 times each day.

DEVELOPMENT

Private support

KBOO raises most of its private support from individuals and businesses. The following sections place how KBOO performs relative to other stations and how it might improve.

Individual Giving

KBOO compared to other stations

At KBOO, individual giving means membership and membership means on-air fundraising and a sustained giving program. There is no major giving program to speak of, and the direct mail program is quite small and completely tied to the on-air program.

We have discussed with KBOO management team the limitations of comparing the membership performance of a community station to a “mainstream” public radio station. Because community stations do not program to maximize audience, they must spend more time on the air to reach their budget goals. Given this additional time on air, they convert more of their listeners to donors, but research suggests that they depress audience in the process. Moreover, because their audiences tend to be smaller than “mainstream” stations, their Arbitron audience estimates are more volatile.

Nevertheless, audience is the only standard we have for comparing membership among stations. The following chart compares KBOO FY 07 results to those for the 54 stations that use Target Analytics donorCentrics™ reports and three stations whose programming is “most like” that of KBOO. (One is a Pacifica licensee, another a community station.) The bars compare donors per cume listener, while the line tracks dollars per cume listener. The audience standard for all three is Fall of 2006—the first book in FY 07.

Audience Adjusted metrics - FY07 - chart

In this comparison, KBOO does very well at converting listeners to contributors—better than all 54 stations, better than the average of the three we selected for comparison—in fact, better than any one of the three. Revenue per listener is a different story. KBOO about matches the 54 station average, but falls well below the average of the three stations whose programming it most resembles.

Average Gift. The explanation for this apparent contradiction can be found in the following chart, which compares the average gift for KBOO and the above two groups.

Average Gift - FY 07 - chart

KBOO receives a lower average gift than the average of either group. Among all 54 stations, only four have a lower cumulative average gift than KBOO. This is particularly surprising in that the method by which KBOO raises revenue—which we call a “contributions” rather than an “annual membership program—is calculated to emphasize high gifts per member rather than high renewal. The result is a high average gift. The two stations that most resemble KBOO raised over $160 per donor in FY 07.

Gift Distribution. To determine where the opportunities lie, we looked at the range of gifts and revenue by dollar class of KBOO and the two station groups. This is somewhat problematic, in that the KBOO figures include only on-air drives and not giving through the sustainer program. Nevertheless, the differences are so striking that they are instructive.

KBOO has a far greater share of gifts and revenue of $1-$100 and $100-$999 than either of the other groups, but substantially less at $1,000 and greater. While KBOO may have more $1,000 cume gifts in the sustained giving program, the on-air figures are so low as to suggest to us that gifts of this size are seldom sought.

Revenue by Source. The following compares the sources of KBOO revenue to the average for the other two groups of stations:

Revenue by Source - FY07 - chart

In the above chart, on-air includes all revenue received via the web; some stations raise substantial income from web gifts received outside of pledge, both from membership gifts received throughout the year and through e-fundraising activity. “Other” includes all sources not included in the first three; some stations receive a considerable amount of revenue through telemarketing activities and more transom mail income than KBOO receives.

KBOO shines in sustained giving, raising 30.1% of its revenue from this source. It raises about the same proportion of revenue in on-air as all 54 stations, but far less than the three peer stations. In fact, two of these three stations are over-shifted toward on-air fundraising and it makes their programs very volatile. KBOO raises a smaller percentage from mail than the 54-station sample and slightly more than the three peer stations.

But the mail results are deceptive. If KBOO did not have its strong sustained giving program, it is probable that a larger percentage of this revenue would be received via mail. Given the high proportion of EFT payments, the program appears to be reasonably well balanced.

Renewal. The station reports a 60% renewal rate. If so, that matches the 54-station average. We were unable to independently confirm this figure. Even if we accept it as accurate, however, EFT clouds the picture. The station reports that 37% of its givers made an electronic payment in FY 08. (Not all of them are sustaining givers, but that is all we have.) Assuming for the sake of this example that 37% of KBOO’s members are sustainers and that they renewed at a rate of 90%, the renewal rate for the remainder of the file would be 42%.

By itself, this would be an extremely low renewal rate, but taken in isolation, it’s fairly meaningless. Renewal increases with longevity on the file, and the renewal rate for multi-year members—those who have renewed at least once—is often twice that of the first-year rate. Therefore, the overall renewal rate depends on both these rates and their proportion on the file. If the non-sustaining segment of the KBOO file consisted exclusively of first-time givers, a 42% renewal rate would be above average. (As we will see from the on-air figures in Gifts by Type, we know that such is not the case.) The higher the percentage of multi-year members, the poorer the true renewal picture is.

The true figure is guesswork. We don’t know the percentage of new vs. multi-year members, let alone their renewal rates. And since the percentage of true sustainers is probably lower than the percentage of those using EFT, the 42% estimate is almost certainly high. Given all these factors, we think it is a reasonable assumption that renewal is below average.

Gifts by Type: As the above discussion suggests, we were unable to obtain information on gifts by type. The station does report that its two on-air drives in FY 07 received 26-32% of gifts from new members, but on-air is not the entire membership program. The all-station average for all members in FY 07 was 30.3%, in the same range as KBOO’s on-air average. We had no information on the station’s overall proportion of new, renewing, and rejoining members, and the proportions of total gifts from all four gift types, including additional gifts. This is important information for KBOO to know. A majority of donorCentrics™ stations in FY 07 received more gifts from rejoining members than from first-time givers. Additional gifts have remained at about 22% of all gifts for the past few years. At KBOO, the figure is almost certainly lower, due to the fact that sustained givers are not asked to make additional gifts and must “volunteer.” But what proportion of non-sustaining members do so? What is the mix between new and rejoin gifts? Knowing this information can suggest opportunities.

Gifts per member. We were unable to determine gifts per member—an important indicator of the strength of additional giving in a station. The report we received recorded every sustainer transaction as a separate gift, making it seem that gifts per member were higher than they are.

Conclusions

We recognize the danger in suggesting that KBOO (or any station) should look like every other station, but a comparison of national trends and any local station can identify opportunities. The following appear to be the key trends and opportunities.

  1. The fact that members are high in proportion to listeners is both good and bad news … and for the same reason. It suggests that KBOO is maximizing the potential provided by its available audience. We know through CPB-funded research conducted for Audience 88 and Audience 98 that listening causes membership and KBOO itself accepts the premise by graphing the declining trends for both membership and audience.

    It follows that the single most effective way to increase membership is to build audience.

    That said, any program can be improved, no matter how successful or sophisticated, and we believe the same applies to KBOO.
  2. Conversely, the facts that revenue is only average in relation to audience and that the average gift is low suggests that there are opportunities in the program. Clearly, one opportunity is to increase the upper end of giving by seeking more gifts of $500 and above. There is no existing structure—“gift club”—to do this. Another opportunity may lie in additional giving, but we lack the data to show this.
  3. Renewal rates for non-sustainers are below average—how much lower we cannot tell. This represents an opportunity which we explore in the next section.
  4. Some of the above discussions about unavailable information may seem to imply criticism of station personnel, but—for those non-staff members who may read this report, such as board members—staff is well aware that there are metrics that are not yet being tracked following the recent software upgrade and have asked us what they need to know and why. To summarize, here’s the list:
    • Total revenue, members, gifts, average cumulative gift, average transaction
    • Gifts and Revenue by Technique (on-air, direct mail, sustainers, etc.)
    • Gifts and revenue by source (renewal mail, rejoin mail, etc.) and average gift for each
    • Gifts and Revenue by Type (New, renewal, rejoin, additional)
    • Gifts and Revenue by Dollar Class (Suggest $1-$50, $50-99,. $100-$250, $250-$999, $1,000+ because it’s become an industry standard. Okay to set up subclasses with them, e.g., $1-35, $35-$49, etc.)
    • Renewal rate overall, for new members, and for multi-year givers
    • Within the multi-year rate, renewal by longevity (2 years, 3 years, 4 and more years)
    • Gifts per member
    • Lapsed file by longevity (12-23 months from last gift, 24-35, 36-47, 48-60, and 60+)
    • If available from database, upgrade/downgrade by donors and revenue for renewing members. (We typically state this as a proportion of renewal income; e.g., upgrade revenue from renewing members was 3.6% of renewal revenue. It answers the question as to whether contributions from your renewing members are keeping pace with inflation.)

Membership strategy

The KBOO membership program is built around the two pledge drives—fall and spring. There are two drives per year, each about three weeks in length. In recent years, the station has had to extend one of these drives.

Pledge

Tracking is done by program rather than by day, so that it is not clear what patterns exist and whether three weeks is optimal. (Typically, drives start and finish strong, and sag in the middle. One of the tasks of the pledge producer is to reduce that sag by introducing new elements during the drive. In “mainstream” stations, the audience cumes (sic) so rapidly that, by the end of the first week, essentially all the audience has heard a number of pledge breaks. Thus, stations are making drives more efficient by using various devices to build the middle of the drive and eliminating on-air days. See Recommendations.)

We did not hear any on-air breaks. We were told that the station used to air breaks of from 3-7 minutes duration in each half-hour block, but has now moved to four 4-minute breaks. The change was made because breaks would begin to draft at about 4:00 in. No pledge outline system is used, but we are told that breaks are now “themed.” On-air hosts do not play the central (and often intensively competitive) on-air role that they do in many community stations. Until the recent structural changes, most hosts did not participate in on-air breaks, some physically leaving the booth while the break was taking place. Now they are expected to begin and close the break, but the actual break content falls to others, some of whom are not otherwise heard by listeners.

Pledge talent emphasizes dollar-a-day gifts and sustained giving in increments of $5, $10, or $20 per month. (Given this, the low average gift is somewhat surprising and is another reason for tracking the average gift by technique and source.) KBOO uses literally hundreds of premiums. Many, such as books and CDs, involve no purchase cost, but managing the volume in a small operation is a major departmental headache. The station’s experience seems to show that non-logo, program-related premiums are a “must” around music programs.

KBOO does use on-air challenge grants, obtained primarily from individuals, with only one recent grant obtained from a business. A typical challenge is $500, to be matched over a period of time. Grants are structured so that they will be reached, rather than requiring a stretch to achieve. (This may be good strategy, given the fact that the station is not programmed for audience flow and the resulting lower TSL. An NPR or all-music station can assume greater audience flow and thus can use larger challenges to achieve bigger goals over a longer period of time.)

Benefits

In addition to on-air premiums, benefits include a monthly listener guide (“delivered right to your door by a uniformed civil servant”—we like that touch), opportunities to serve on a station committee and to vote for the board, and a membership card. The membership card’s participants have not been seriously revised in two years, we were told. It offers discounts to a range of restaurants, music and book retailers, organic food purveyors, and a host of other businesses. A few performing arts organizations are included, but there is no strategic linkage with underwriting and the list has not been revisited in awhile.

Mail

A letter is sent out to current and past donors prior to both drives. The letter is a sweepstakes, rather than a renewal letter. As such, about a third of the first-page copy deals with the sweepstakes “offer” rather than the station’s “case.” As is also typical of sweepstakes appeals, the design of the letter is promotional rather than businesslike, using different typefaces and capital letters in a larger font within the copy. The mailing strategy is cost-centered—i.e., it goes first to current donors and then is backfilled with lapsed names until it reaches the line item for that mailing in the budget.

A letter is sent between drives to those on the lapsed file. (It was not clear how deeply into the lapsed file this mailing is sent.) In FY 08, only one of these was sent, but we were told that in most years two are sent. The letter lacked a strong “grabber” opening, had no PS (both are the two most important elements of a letter), did not make an ask on the first page, and dwelled at some length on challenges the station faces, including declining audience. The ask itself was “muddy,” by which we mean that it asked for both programming input and gifts.

Two add gift appeals are sent, one each near the end of the fiscal and calendar years. The summer appeal was a versioning of the lapsed letter outline above and shared its problems. We did not find a copy of the winter letter.

As the above suggests, there is no real renewal letter (and certainly no renewal series) and thus no opportunity to ask for upgrades. Response devices do not contain a personalized gift ladder, and it is not clear whether the station’s DonorPerfect software can generate one.

Telemarketing

Telemarketing is not used in the program.

Web

The website has a secure pledge form, located two clicks from the home page. Because web gifts are not separately sourced, it is not known how much traffic is generated, either during on-air drives or outside of them. We were told it is not well integrated into pledge breaks and that web giving is seldom, if ever, mentioned outside of pledge.

Recommendations

There are numerous recommendations we might make to improve this program, but they could prove overwhelming. We have focused, therefore, on a few key areas:

  1. For the coming year, test the concept of three shorter drives rather than two long ones. The excessive length may be driving audiences away. Three drives give the station one more opportunity to catch listeners during an available giving cycle. (How many days? We would consider the same number of days divided by three drives as a maximum. Given some of the other ideas here, could each drive run 12, rather than 14 days?) We recognize that the drive length is partly dictated by a desire to include every available program in each drive. We would structure the three drives to include every available program at least once a year—and some twice. Space them at approximate four month intervals. (See #8 below.)
  2. Track not just programs, but revenue and gifts received during on-air days in order to tune this approach. Is there a big dip in the middle which (a) needs to be specifically addressed or (b) suggests that some days are just not productive and can be eliminated?
  3. Test break lengths. A standard 4:00 is too low and will result in a sameness, in time. Test one break of 6:00 and another of 3:00 during each half-hour block. This would allow talent to set up a proposition—meaning a challenge grant, dollar goal, or member goal—during one break in order to maximize the call-in opportunity and to update progress on that proposition later in the half-hour. “Test” in this case means not an A/B test, but trying it out to see how it works and changing within the drive if it doesn’t.
  4. Set up some standard break outlines that rotate through standard break elements: why to give (mission), what you get (benefits, premiums, challenge grants, etc.), and call to action (call now with a gift of $x … or make your gift at kboo.org.)
  5. As the above suggests, integrate the web into every call to action, and make the pledge form accessible through one click, at least during the drive.
  6. Wherever possible, require on-air programmers to participate in pledge breaks on their programs. Listeners respond better to appeals from those who they feel they know than to voices that have no connection to the content. One way to do this is to promote internal competition for good pledge results through posting what each program has produced in some accessible place. (This must be carefully managed; at some stations, programmers go over the top in an attempt to outdo each other—stretching breaks and only going for high-dollar pledges.) Promoting this role must be accompanied by talent training. Just as KBOO would never allow an untested program host on the air, it should not turn responsibility for revenue generation over to people who have no experience of feel for doing it.
  7. Streamline premiums and benefits. The good thing about bad economic times is that it offers a readily accepted rationale for simplification. When small numbers of books are offered by writers for free, use them as pledge drive giveaways for drawings, rather than as premiums. Emphasize logo offerings in non-music blocks and narrow the selection of music items to a manageable handful that span the principal genres that produce pledges. As discussed in the next section, we also recommend focusing the membership card and taking advantage of underwriting relationships to the mutual benefit of membership and underwriting.
  8. With three equally spaced drives, establish a three-times-a-year mail program. Turning first to renewals, three months before each drive, send a first renewal effort to those due to renew four months hence. Send a second notice two months prior, and a third one month prior. (You are obviously mailing to fewer prospects each time, since those who renewed in the first appeal no longer have expiration dates within the range you’ve selected.)

    Make the focus of this series renewal only. We are asking for a renewal gift, and not for anything else.

    In the first two letters of the series, ask members to consider an increase in their gift. Generate the response device from a spreadsheet, rather than from the system (unless the system can generate a file asking for an upgrade.) The spreadsheet contains columns with all information needed by the mail house, another column with the last renewal gift (we will call this Column X), and three columns that contain a formula that asks for the next higher gift. (Microsoft Excel has a lookup wizard that can set up three ask ranges based on the value in Column X.) What we want is an ask string on the response device that requests a gift of approximately 2x, 1.5 x, 1.25x, and “other”, where x is the last gift. For example, if the last gift was between $40 and $50, the response device would present options for $100, $75, and $60, plus “other”, to be filled in by the donor.

    Code responses devices so that you can track response rates at a fixed number of days after the mailing—we recommend eighty, Tracking means recording the number sent each notice, the number who responded to that notice, the total cost and revenue from each segment, and the average gift for each. This is because we want to know how each renewal notice is doing—whether it’s making money, where they are holes in the renewal program that can be fixed through better copy or better packages, and whether it can be expanded.
  9. One month prior to each drive, mail a rejoin letter to donors who have lapsed over certain set periods of time. Make the focus of this series renewal only. (We never use the word “lapsed” or “former” to non-current donors. We want them to renew their support.) Again, nothing else should be asked of them, and the focus is on giving. We would recommend mailing to those whose last gift was 15-36 months during two of these appeals, and a third that mails to those who have been lapsed for much longer. Segment the lapsed file by month of last gift, and enter the code on the response device, so that you can track performance of each segment. The information to be captured for each segment is identical to that for renewal mail, except that we are tracking segments rather than notices. Over time, this will tell you which segments are particularly responsive. Mail more to the responsive segments, and less to those that are unresponsive. As with renewal mail, we want to become more efficient and identify opportunities for increasing revenue. An ask string similar to that above is not as important in lapsed mail as often the goal is simply to get the giver to reactivate. (In fact, many stations test below-minimum special offers to rejoins, just to get them back on the file. We believe this technique lies in KBOO’s future, after it has swept the lapsed file several times and begins to see marginal results.)
  10. Mail additional gift efforts to active members not in the renewal cycle prior to each drive. Continuing to mail the year-end and fiscal year-end appeals are fine if they do not conflict. One of these might be an annual sweepstakes mailing. The others should be focused on aspects of the case for support. One might ask for support for local news, another to support enhancements to music programming, etc. By carefully coding these appeals and the responses, the station can begin to identify segments that are particularly responsive to news, local music, etc. and have small constituencies within the file to approach for special needs in these areas.
  11. Begin a structured major annual giving program for those willing to contribute $1,000 and above. Donors at this level are interested in association and recognition more than premiums. Prospects are gathered on-air and by board invitations to those already giving whose pattern of previous gifts suggest they have the interest (measured by number of gifts or number of years on file) and capacity (measured by consistent giving above a certain amount, such as $250. Ample resources for how to implement such a program can be found on the CPB major giving website, http://www.majorgivingnow.org, which LKA developed. In addition, LKA will be conducting major giving web conferences for NFCB during July, August, and September.
  12. KBOO asked us to recommend whether it should market planned giving options. In a word, yes. We believe that this subject is too often overcomplicated by development professionals. Most planned gifts come to organizations via bequests. Securing bequests requires no expertise on the part of the organization. It requires a gift acceptance and gift use policy (examples are to be found at http://www.majorgivingnow.org) and marketing of the fact that KBOO is a candidate for planned gifts. Additional resources are to be found at another CPB web-based toolkit, http://www.pg-now.org, which LKA developed in concert with Oregon Public Broadcasting. Add a checkbox to station communications, including mail response devices, that says, “Please contact me about including KBOO in your will or estate plan.” Put little ads in the listener guide. Put a simple planned giving page on the station’s website. Mention wills and bequests during station breaks, particularly around those in which KBOO fulfills a unique mission or where it offers music programming of interest to older members of the audience. (We don’t mean Glenn Miller. We mean The Grateful Dead. Yes, friends, those of us who grew up in the Sixties are making wills.)

Additional resources

Some of this information has been rather technical, and we recognize that the membership staff is new to some of these concepts. An excellent guide to running and measuring a membership program is Fundraising Fundamentals: A Guide to Annual Giving for Professionals and Volunteers by James M. Greenfield, published by Wiley.

Corporate support

Underwriting and other business support is managed by a single part-time individual, the Underwriting Coordinator. He is budgeted at 25 hours per week, but currently works somewhat less than that due to demands of an outside project. He is responsible for on-air underwriting and guide sales and receives a lower hourly wage plus commission on all sales.

Total gross revenue from both sources hit a five-year high, $62,768, in FY 07; the net after commissions, but not including hourly salary, was $52,570 during that year. In FY 08, gross is projected to decline to $53,819 and net before hourly salary to $43,421—an 8.3% decline. The underwriting coordinator says renewal rates are down and cites the economy as a major cause, but, as noted above, it is also true that he has not devoted the full budgeted time to the effort.

There is great ambivalence about underwriting in progressive community stations. Historically, many stations have not accepted it. While this has changed at most stations, including KBOO, underwriting is viewed with some suspicion. The underwriting coordinator himself admits to “mixed feelings” about the revenue source, some of which relates to his belief that underwriters do not receive much “promotional utility” from it—in other words, that they do not benefit from increased sales. .

He cites several practical barriers to increasing revenue:

  1. The lack of “promotional utility” referenced above
  2. An inconsistent program schedule, which does not build the kind of audience loyalty that other public radio stations can call on
  3. Lower public awareness of KBOO as compared to other stations
  4. Internal factors, such as failure of on-air programmers to read scheduled announcements and a past failure to properly invoice clients. (He claims he had to call clients and ask them what they’d paid.)

He reports that he had some success with programmers providing leads to specific underwriters, particularly on Spanish language programming, but that he’s had pushback when he’s asked others for suggestions (see Individual Giving recommendation #6. There seems to a cultural disconnect here in which many programmers do not see the value of protecting the financial future of the station on which their program airs.)

In addition to on-air announcements, underwriters are credited on the web site and in the program guide. Both have generated leads. Other leads come from program hosts, as mentioned above, from interested businesses calling the station, and from what he calls “tepid” calling—making cold calls to businesses that already have some awareness of KBOO or a particular program. The station’s air is currently not used to market the value of underwriting, though it has been in the past, and there is no advertising budget to create awareness of the underwriting opportunity.

There is little cold calling because it has been found to be unproductive. As was stated to us in a memo “…if the most consistent givers … are doing so based on charitable motivations and their love of KBOO, … many, if not most …. are relatively “self-selecting.” While this may seem somewhat defeatist, many mainstream stations find that some of their best sales come from simply answering the phone.

One other opportunity is not used, however, and that’s the station’s Membership Card. Many stations that offer member discounts to businesses make those opportunities available only to on-air sponsors. (They also offer opportunities to non-profits, such as performing arts organizations.) There is an opportunity here to offer a tangible benefit to underwriters—traffic generation—while helping to update the Membership Card, whose list of participants has reportedly been neglected for at least two years.

There is great sensitivity over the appropriateness or acceptability of some underwriting within the KBOO culture. The stations underwriting guidelines prohibit accepting support from companies that “have been shown to” participate in a variety of activities and practices held to be socially irresponsible. The final guideline gives the board the authority to reject any company it “determines would be detrimental to the social responsibilities of the station.” Underwriting from a national bank doing business in Portland was rejected because the underwriting coordinator felt it would not go down well with management, staff, or board. Partly as the result of this kind of estimate, there are few generally known names on the list of KBOO underwriters. Most are professional services, clubs, co-ops, and a variety of boutique businesses serving the progressive community. By their nature, most have little to spend and, as the earlier quote suggests, underwrite for philanthropic, rather than marketing reasons.

Contracts tend to be rather small—most are under $1,000—so there is a built-in disparity between inputs and outputs. In other words, it takes a lot of work to raise a fairly small amount of income. The coordinator has a broader span of control than do most underwriting managers—including some tasks that no one in underwriting would be expected to perform. He is responsible for all aspects of the underwriting relationship except invoicing. He markets and sells underwriting, writes copy, schedules the spots, sends invoicing information to the accounting department, coordinates with programming and, with their participation, communicates new announcements and changes to on-air producers (a task which appears to involve negotiating with them to read the spots), maintains the current underwriting list for the guide and the web, examines the log for unaired spots, and handles collections if invoices remain unpaid. In sum, a disproportionate share of the job consists of process management rather than sales.

We checked the gross revenue received by KBOO with a community station in a fairly comparable market. KBOO revenue was somewhat better, if program guide sales are included. The sales effort at this station was more passive than that at KBOO. There, the development manager functions as the sales manager, and she is responsible for all aspects of fundraising except the capital campaign, so prospecting consists entirely of responding to inbound inquiries—answering the phone or responding to email requests generated by the web.

Recommendations

Given the limitations imposed on underwriting, it is a finite resource. There is no silver bullet here that is going to make KBOO an underwriting powerhouse. Nevertheless, there are several steps the station can take to improve revenue:

  1. If the position is budgeted for 25 hours, the coordinator should spend 25 hours on it—not 15 or 16.
  2. KBOO should test paying a finder’s fee to program producers who recommend businesses that sign up. The fee could be quite small—5% or so—but would encourage programmers to use the personal network they establish while producing KBOO’s programs to the station’s benefit.
  3. It should prepare more marketing-based presentation materials. The current materials are not graphically arresting, contain too much copy, and emphasize the station more as a cause than as a marketing opportunity. We are not suggesting it should not be positioned as a cause, but that the marketing benefits should get at least equal play.
  4. A broader conversation needs to occur on what will be considered acceptable underwriting partners. The line about the board having the right to reject any business it considers “detrimental” should be eliminated, in our view. A board’s job is to set policy. As the underwriting rule is stated, it is a management task. As stated, a case can be made that no automobile manufacturer, no matter how much it is now trying to be environmentally responsible, could underwrite on the station’s air. Is that what KBOO wants?
  5. There are greater opportunities for messaging from non-profits. There does not appear to be a deliberate non-profit marketing strategy. Many stations receive a majority of their underwriting sponsorship from not-for-profit companies, from performing arts organizations to advocacy organizations.
  6. Restructure the Membership Card to offer discounts to non-profit organizations and to only those for-profit businesses that underwrite on KBOO. This could be a significant benefit to many businesses, a service to members, could save the membership department work, and could provide a real marketing opportunity to the underwriting effort.
  7. Promote underwriting more aggressively on KBOO’s own air. The station needs to use its best marketing tool to market itself.
  8. Identify other areas in which the people skills of the underwriting coordinator can be used to make this a full-time job. We have often been struck by the fact that the skills needed for true major gift fundraising are more akin to those used by corporate support representatives than by membership personnel. One of our former colleagues at OPB made the transition from underwriting sales to major gift officer with almost no hesitation. The difficulty in such an arrangement is that major gift fundraising cannot be commissioned under prevailing ethical guidelines and that a conflict in time and interest could result in one activity being pursued to the detriment of the other. Balancing these pulls require the right person and close supervision and monitoring.

OPERATIONS/MANAGEMENT/GOVERNANCE

The primary purpose of this assessment was to look at programming and development. However, there were a few issues that came up during the process that seem worth highlighting.

Congratulations on the positive attitude toward change that has been developed at the station. This is a monumental achievement.

Some attention/training in decision-making would be helpful. This was mentioned during some of the interviews especially in staff meetings. Some clarity is necessary about when a decision has been reached and acknowledge what it is.

Coaching training for staff who work with and train volunteers would be helpful. This may be available through a local non-profit support center, such as TACS.

Improvements are needed in how the station looks. You want it to be welcoming but not so cluttered and a little more spruced up.

Evaluate the election process for the Board and how new Board members are integrated. Recommendations included having a retreat right after the election; develop an orientation process; create a Board manual; committee and Board agendas should be available a week ahead of the meeting; clarity on decision making.

Appendix

Possible Program Schedules

News and PA 6 or 7am – 7pm

Time Option 1 Option 2
6am The Takeaway (PRI) Music
7am The Takeaway with local news inserts Democracy Now!
8am Democracy Now The Takeaway w/local inserts
9am Talk Radio The Takeaway (PRI)
10am Radiozine Radiozine
11am Radiozine Radiozine
12 noon Local Public Affairs Talk Radio
1pm News & Notes or Tell Me More (NPR) Local Public Affairs
2pm Flashpoints News & Notes or Tell Me More (NPR)
3pm Various National & Local PA Flashpoints
4pm Democracy Now Democracy Now
5pm Local News and Free Speech Radio* Local News and Free Speech Radio*
6pm Local Public Affairs or Talk Radio Local Public Affairs or Talk Radio

* You might want to create a one-hour news block of local and Free Speech Radio News mixed together and anchored locally

Music in Mid-Day Option

7am Democracy Now
 8am Radiozine
 9am Radiozine
10am Talk Radio
11am Mixed formats and Local Public Affairs
Noon Music – AAA and World with a local focus
 1pm Music
 2pm Music
 3pm Flashpoints
 4pm Democracy Now
 5pm News – Local and FSRN
 6pm Local Public Affairs

Suggested Sources of Additional Programming

  • Listener Commentaries – Topic of the Week – use website
    • The Takeaway, produced at WNYC with PRI, NYT, BBC fed live at 3am-7am
    • News and Notes (NPR) African American focused but good general audience
    • Tell Me More (NPR) Also African American focused but good general audience
  • Pacifica station programs
  • Randall Davidson’s list of free programs (davidsor@uwosh.edu)
    • PRX.org

Similar Stations to Talk With/Compare Schedules

(contact information on NFCB website)

  • KFAI, Dan Richmond PD, Minneapolis MN
  • WMNF, Randy Wynne PD, Tampa FL
  • KPFT, Dwayne Bradley SM, Houston TX
  • WORT, Norm Stockwell OD, Madison WI
  • KBCS, Steve Ramsey SM, Bellevue WA
  • KGNU, Sam Fuqua SM, Bolder CO
  • WMPG, Jim Rand SM, Portland ME
  • KUNM, new PD, Albuquerque NM (does NPR but lots of local news)
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2011-2012 Budget

Please see the following three pdf files for the KBOO FY 2011 budget.

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AttachmentSize
KBOO FY12 Operational Budget - BoD Approved 9-26-11.pdf93.79 KB
KBOO FY12 Budget Narrative 9-26-11.pdf75.45 KB
KBOO FY12 Budget - Additional Detail 9-26-11.pdf76.82 KB

Board Meeting Agendas

The May 2012 KBOO Board of Directors meeting will be held on May 21, 2012.

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2012-02-27 Board Meeting Agenda

 KBOO BOARD AGENDA

Monday, February 27, 2012, 6:00-8:30 p.m.
Facilitator: brush
Minuter: Marc
 
1. Ground Rules & Focus: brush 10 minutes
• Turn off cell phones
• Check-in
 
2. Agenda approval. 5 minutes
 
3. Public Comment I 10 minutes
 
3. January Minutes Approval 5 minutes
 
4. Board/Committee communications procedure and re-affirmation of board member committee liaison role 5 minutes
Personnel/Governance Committee
PURPOSE: To re-affrm Board/Committee communications procedure and offer guidelines for facilitating smoother electronic communication channels.
DECISION TO BE MADE/PROPOSED MOTIONS: 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.
BACKGROUND: Recent requests from various board and staff members to work out a process to facilitate a clear and respectful process in regards to communication between Board and Staff Members.
 
6. Admin/Finance Asst Positions Merge 10 minutes
Personnel/Governance Committee
PURPOSE: The Personnel/Governance Committee does not agree that these positions need to be a combined at this time, chiefly due to PD's (Merrick's) departure. Many of the PD tasks he did in the legal role have been handed to Admin Asst who is actively collecting and documenting this information. The P/G Committee's opinion is that it is ill-timing and detrimental to the organization to cut the Admin Asst hours during this transitional period.
The following is a list of items recently added to Admin Asst's (Zale) job duties that were originally the responsibility of the Program Director, Chris Merrick:
 Institutional knowledge surrounding many items, including those below:
 FCC flings (including annual EEO) [Erin has no experience with these, and Zale has basically done them all over the past couple of years].
 Zale knows the management paper files well and reports that she often seems to be the only person who can find these items.
 Maintenance of management computer files.
 Creation and maintenance of Board packet.
 SCA rental contracts [Finance Dir. Debbie also has info on this].
 Ongoing activities with Chehalis and Pendleton "new" frequencies [Debbie also has info on this].
We agree with the idea of shifting 5 hours from Finance Coordinator position to the Finance assistant position, but feel the Admin position should be retained as a separate 8 hour/week position.
NOTE: Admin Asst is also Chair of P/G Committee as a volunteer, but recused herself from any discussion regarding the agenda item except for submitting the list of items recently added to her position.
DECISION TO BE MADE/PROPOSED MOTIONS: Leave the two positions filled by current Admin & Finance Assistants with their current weekly hours. The proposed cut in 3 hours per week by Finance Committee from Admin Asst position would be funded by the the unused salary of the (not yet hired)
Development Director. When the Dev Dir position candidate is chosen and offer is made, P/G Committee moves that these positions be re-evaluated at that time.
BACKGROUND: Please refer to the attached documentation:
 Interim Staff Position-Internal Controls
 12amended
 
7. Board Blog 5 minutes
Marc/VJ
PURPOSE: To determine protocols for the Board Blog on the KBOO website. The Board Blog has not had a post since 2010.
 If the board is not using its blog, does the board want the board blog removed from the website?
 If the board does want the blog to be active, who is authorized to post on that blog? The board speaks as one and no member is authorized to speak for the board. However, if any board member is authorized to post on the blog, that board member may not be speaking for the board.
 As an alternative, each director can have a personal blog with an opportunity to express his or her personal views but not speak for the board as a whole.
DECISION TO BE MADE/PROPOSED MOTIONS: (1) That the board officially place the board blog on hiatus until protocols are in place, and (2) The board refer the development of board blog protocols to the Personnel/Governance Committee.
 
8. Affirmation regarding Article X of the Bylaws 10 minutes
Marc, Zale, Alicia
PURPOSE: To affirm Bylaw Article X
DECISION TO BE MADE/PROPOSED MOTIONS: (1) As a governance issue, the Personnel/Governance Committee respectfully asks the Board of Directors to affirm that the board has the authority to approve “minor editing changes that do not change the meaning or intent of the original bylaw. Such changes will be limited to grammatical and spelling errors” as per Bylaw Article X 27 January 2012 Memorandum; (2) Affirm that the correct version of Article X, as adopted by the members in 1990 is incorporated into the bylaws.
BACKGROUND: See attached Bylaw Article X 27 January 2012 Memorandum
 
9. Remove Chris Andreae as a board member. 5 minutes
Judy
PURPOSE: To acknowledge the vacancy of an additional board seat.
DECISION TO BE MADE/PROPOSED MOTIONS: The board moves to remove Chris Andreae as a seated board member due to her nonattendance at board meetings.
BACKGROUND: Chris has missed more than 3 meetings and the retreat. I spoke to Chris asking her if she wanted to continue on the board. She has mixed feelings regarding this but did acknowledge that her interests are taking her away from board activities. She felt okay if the board moved to remove her at this time.
BREAK-10 MINUTES
 
10. Winter Fund drive report 10 minutes
Staff
PURPOSE: A brief update on the results of the fund drive.
DECISIONS TO BE MADE/PROPOSED MOTIONS: None. Informational only.
 
11. How does the board plan to raise $6000 for KBOO. 30 minutes
Judy
PURPOSE: To review the commitment made by the board to raise $6000 for the 2012 budget.
BACKGROUND: The pledge drive ended up $14,000. The budget includes $6,000 of income from Board fundraising which is just not happening. We are well into our fiscal year without a viable plan for fundraising and likely at least a month away from getting a Development Director. How then are we to cover this shortfall? To decide that, we need a good look at the state of the budget, so the Board is fully informed, and to have the Board formally request that the Finance Committee study the issue this next month and present recommendations to the Board about what to do.
DECISION TO BE MADE/PROPOSED MOTIONS: (1) Develop a plan on how the board can meet its obligation or (2) Refer to the Finance Committee to recommend a plan for the board to meet its obligation.
 
12. Board Goals from the Strategic Plan. 20 minutes
Judy
PURPOSE: To review and plan for board responsibilities as indicated by the strategic plan.
DECISION TO BE MADE/PROPOSED MOTIONS: Discussion on how to implement the strategic plan goals involving the board.
BACKGROUND: The strategic plan for KBOO was approved by the board in June 2011. Many of the goals are being worked on but not on a consistent basis. The
discussion is desired in order to get the board to be focused on the specific goals that need to be addressed by our group.
See "Timeline for strategic plan goals related to Board of Directors”
 
13. Committee Reports 15 minutes
 Finance Committee
 Programming Committee
 Personnel/Governance Committee
 Nominations Committee
o Update of candidates to fill vacant seats
 Engineering
 
14. New Business 10 minutes
 
15. Public Comment II 10 minutes
 
TOTAL TIME: 160 MINUTES
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2012-05-21 Board Meeting Agenda

 KBOO BOARD AGENDA

Monday, May 21, 2012, 6:00-8:30 p.m.

 

Facilitator: brush

Minuter: Marc

 

1.      Ground Rules & Focus: brush                                           10 minutes

            Turn off cell phones

            Check-in

 

2.      Agenda approval.                                                                 5 minutes

 

3.      Public Comment I                                                                 10 minutes

 

4.      April Minutes Approval                                                       5 minutes

 

5.      Welcome, Lynn                                                                    15 minutes

Lynn

 

PURPOSE:  To meet Lynn Fitch, the new Development Director

 

DECISION TO BE MADE/PROPOSED MOTIONS: Informational only.

 

BACKGROUND: KBOO recently hired Lynn Fitch as the new Development Director.  This is an opportunity to meet Lynn.

 

6.      Board Led Fundraising                                                        15 minutes

Judy/Lynn/Paula

 

PURPOSE: To decide on a strategy for board led fundraising.

 

DECISION TO BE MADE/PROPOSED MOTIONS: To decide on how the board intends to fulfill the strategic plan mandate for the board to raise $6,000.

 

BACKGROUND: The strategic plan has a provision for board led fundraising in the amount of $6,000 each fiscal year.  The fiscal year is two-thirds over and the board has not arrived at a plan or strategy to fulfill that mandate.  A group was formed several months ago to arrive at a plan.  One proposal is to have a special online fund raising event for a specific item.  Part of the confusion is what the strategic plan provision means.  In other words, what is “board led fundraising?

 


 

7.      Staff Management Workgroup Update                                          5 minutes

Marc/Ani

 

PURPOSE: Provide the board with a monthly update regarding the progress of the Staff Management Workgroup

 

DECISION TO BE MADE/PROPOSED MOTIONS: Informational only

 

BACKGROUND: Last month the board created a board/staff workgroup to develop a recommendation for station management.  The board appointed Marc, Ben, and Kate as the board representatives on the workgroup.  As of now, the staff has not informed the board members regarding the staff members nominated to serve on the workgroup

 

8.      Membership Drive Update                                                               10 minutes

Ani/Zale

 

PURPOSE: Hopefully, the spring drive will be over by the board meeting.  Although probably too soon to have any in-depth analysis of the fund drive and thoughts about new strategies, the board requests an update on the progress of the drive.

 

DECISION TO BE MADE/PROPOSED MOTIONS: Informational only.

 

BACKGROUND: The board has a legal duty to ensure that the KBOO foundation is fiscally solvent.  As we finish up the last scheduled fund drive of the fiscal year, the board is interested in learning the results of the Spring Fund Drive.

 

BREAK-10 MINUTES

 

9.      Chehalis Update                                                                                            10 minutes

Conch/Marc

 

PURPOSE: To decide whether to file a six-month construction extension for the Chehalis frequency

 

PROPOSED MOTION: The board authorizes the staff to file a six-month construction waiver for the Chehalis frequency so long as the only costs are limited to staff time and any postage.

 

BACKGROUND:  Last month, the board voted to not approve any further costs regarding the Chehalis frequency.  The board decided against paying the attorney to file another six-month construction extension pending the outcome of the appeal.  Since that time, it has been discovered that the staff is able to file the form directly to the FCC.  It does not appear that a filing fee is required.

 

 


 

10.   Membership Materials Committee                                             10 minutes

Judy & Ben

 

PURPOSE: To appoint three directors to work with the Membership Director to develop “membership materials” pursuant to the strategic plan.

 

DECISION TO BE MADE/PROPOSED MOTIONS: Appoint three directors to work with the Membership Director to develop “membership materials.”

 

BACKGROUND: One task of the strategic plan is the creation of membership materials by the membership director and three directors (see below). 

 

 

TASK

WHO'S RESPONSIBLE

TIMEFRAME

ETA OF COMPLETION

STATUS/

DATE

NOTES

Membership materials creation

Membership Director with 3 board members

10/2011 and ongoing

 

 

 

 

 

11.  Nominating Committee Update                                                                   15 minutes

Marc/Lyn/Paula/Keller

 

PURPOSE: To discuss several upcoming events and get input and assistance

 

DECISION TO BE MADE/PROPOSED MOTIONS: Informational only.

 

BACKGROUND: The Nominations Committee has two major events on the horizon.  The first event is KBOO in the Park which will be in August at Peninsula Park.  The event is a way to bring together the KBOO family for a fun outdoor event and also a place for an informal meet and greet for Board candidates.

 

The second event is the annual meeting, which will take place at People’s Food Cooperative Community Room on September 15.  One thing the board needs to start thinking about is the annual report to the members.

 

Finally, the Nominating Committee will provide a brief election update.

 

 


 

12.  Committee Reports                                                                           15 minutes

 

·         Finance Committee

·         Programming Committee

·         Personnel/Governance Committee

·         Nominations Committee

·         Development

·         Engineering

 

13.  New Business                                                                                     10 minutes

 

14.  Public Comment II                                                                            10 minutes

 

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2012-03-26

 KBOO BOARD AGENDA

Monday, March 26, 2012, 6:00-8:30 p.m.
 
Facilitator: brush
Minuter: Marc
 
Ground Rules & Focus: brush 10 minutes
Turn off cell phones
Check-in
 
Agenda approval.                                                                            5 minutes
 
Public Comment I 10 minutes
 
January Minutes Approval 5 minutes
 
Board Vacancies 10 minutes
Nominations Committee
 
PURPOSE: To appoint one or two directors to fill out vacancies on the board
 
DECISION TO BE MADE/PROPOSED MOTIONS: To approve one or two members to fill out the vacant board positions
 
BACKGROUND: Currently, we have two open board positions, both of which expire in September 2012.  Although the remainder of the time for these positions is short, the nominations committee believes that the positions should be filled as soon as possible to maintain quorum at board meetings
 
See attached applications.
 
Financial/Budget Update 20 minutes
Finance Committee/Debbie
 
PURPOSE: An in-depth financial and budget update brought to you by the finance committee and Debbie, our favorite number-cruncher.
 
DECISION TO BE MADE: None.  Informational only.
 
BACKGROUND: The board has requested regular financial and budget updates.  FinComm and the green visors in the vast financial department present this update in response.
 
See attached documentation for everything you want to know and more.
 
 
 
Policy 26: Retirement                                           15 minutes
 
PURPOSE:  Resolution: Per Policy 26 - annual Board decision on the KBOO contribution to employee’s retirement accounts.  (401k)
 
DECISION TO BE MADE/PROPOSED MOTIONS: The Board is asked to make a decision on company non-elective deferrals to the employee’s retirement account for the calendar year 2011.  Per policy, the Board can approve to contribute an amount of 0% to 10% of the eligible gross wages for qualified employees.  Qualified employees meet certain criteria as described in The Plan (401k) that meets IRS standards & requirements tests.  
 
Proposed Motion:  Paula moves that per the Finance Committee recommendation, the Board elect to have a 0% contribution from the Foundation, to the eligible employees' individual retirement accounts of the 401(k) plan, for the 2011 calendar year.
 
BACKGROUND: Wages are based on the calendar year of 2011 with employer contributions due March 31 of the next year, and are made payable to Paychex Retirement Services.  Annual non-elective employer contributions are based solely on the judgment of the Board of Directors based on input from the Finance Committee regarding funds availability and deficit projections.
 
2/21: The Finance Committee makes the following recommendation to the Board, based on available funds and current deficit trend: Finance Committee recommends that there be zero contribution to the staff 401k plan.
(Kurt abstains)
 
3/13: The Staff discuss, and although there is no record of an official vote for consensus, there was no strong disagreement to not funding the retirement accounts due to the budget deficit.
 
Calendar year end 2011 - Eligible Payroll for non-elective contribution by employer
Employees   (6)  Gross payroll dollars  $166,380.18
Terminated Employees (2)  Gross payroll dollars  $65,531.38
 
26. Employee Compensation and Benefits
  (Excerpt on Retirement)
 
 
Retirement
KBOO shall strive to make an annual contribution to a retirement account of eligible employees.  Contribution shall be 0% to 10% of salary for eligible employees.  In January of each year, the KBOO Board of Directors, with input from staff and Finance Committee, shall determine what level of funds are available to make an employer (non-elective) contribution for the previous calendar year. 
Eligibility: Eligibility begins after one year of employment as a regular employee working at least 1,000 hours per year (a half-time employee works 1,040 hours per year).
Contribution: Contribution shall be 0% to 10% of compensation. Compensation is defined as W2 compensation plus elective deferrals such as 401(k)).  Contribution shall be made annually.
Timeline:  This policy shall apply to the 2010 calendar year.  The board shall make the first determination of funding availability in January 2011 for the 2010 calendar year.
Employee contributions: Individual employees may elect to have contributions deducted from paychecks in compliance with retirement plan rules.
 
BREAK-10 MINUTES
 
Board/Committee communications procedure and re-affirmation of board member committee liaison role   5 minutes
Personnel/Governance Committee            
 
PURPOSE:   To re-affrm Board/Committee communications procedure and offer guidelines for facilitating smoother electronic communication channels.
 
DECISION TO BE MADE/PROPOSED MOTIONS:  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.
 
BACKGROUND: Recent requests from various board and staff members to work out a process to facilitate a clear and respectful process in regards to communication between Board and Staff Members.
 
Board Blog 10 minutes
Marc/VJ
 
PURPOSE: To determine protocols for the Board Blog on the KBOO website.  The Board Blog has not had a post since 2010.  
If the board is not using its blog, does the board want the board blog removed from the website?
If the board does want the blog to be active, who is authorized to post on that blog?  The board speaks as one and no member is authorized to speak for the board.  However, if any board member is authorized to post on the blog, that board member may not be speaking for the board.
As an alternative, each director can have a personal blog with an opportunity to express his or her personal views but not speak for the board as a whole.
 
DECISION TO BE MADE/PROPOSED MOTIONS: (1) That the board officially place the board blog on hiatus until protocols are in place, and (2) The board refer the development of board blog protocols to the Personnel/Governance Committee.
 
Affirmation regarding Article X of the Bylaws 10 minutes
Marc, Zale, Alicia
 
PURPOSE: To affirm Bylaw Article X
 
DECISION TO BE MADE/PROPOSED MOTIONS: (1) As a governance issue, the Personnel/Governance Committee respectfully asks the Board of Directors to affirm that the board has the authority to approve “minor editing changes that do not change the meaning or intent of the original bylaw.  Such changes will be limited to grammatical and spelling errors” as per Bylaw Article X 27 January 2012 Memorandum; (2) Affirm that the correct version of Article X, as adopted by the members in 1990 is incorporated into the bylaws.
 
BACKGROUND: See attached Bylaw Article X 27 January 2012 Memorandum
 
 
Disciplinary Action 10 minutes
Marc
PURPOSE: To refer to committee (Personnel/Governance or Nominations Committee) a request to advise the board on the appropriate disciplinary action for Michael P.
 
BACKGROUND: At the February board of directors meeting, Michael P. 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.  He did this because he did not wish the board to vote on one agenda item.  He was in the KBOO offices a half hour 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.  He could have abstained from voting on that item or simply absented himself for that item.
 
DECISIONS TO BE MADE/PROPOSED MOTIONS: To refer to committee (Personnel/Governance or Nominations Committee) a request to advise the board on the appropriate disciplinary action for Michael P.
 
DOCUMENTS: Copy of email from Michael P.
 
Committee Reports 15 minutes
 
Finance Committee
Programming Committee
Personnel/Governance Committee
Nominations Committee
Engineering
 
New Business 10 minutes
 
Public Comment II 10 minutes
 
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2012-01-23 Agenda of the KBOO Board of Directors

 

KBOO BOARD AGENDA
Monday, January 23, 2012, 6:00-9:00 p.m.
Facilitator: brush
Minuter: Marc
Vibes:
1. Ground Rules & Focus: brush 10 minutes
• Turn off cell phones
• Check-in
2. Public Comment I 10 minutes
3. December Minutes Approval 5 minutes
4. Facilities Update Bruce Silverman 25 minutes
See attached documentation
5. KBLU Staff 10 minutes
PURPOSE: Re-affirm relationship with Blue Mountain Community Radio, to enable that organization to receive major donations toward station construction.
DECISION TO BE MADE/PROPOSED MOTIONS: “KBOO affirms its intention to transfer the KBLU license to Blue Mountain Community Radio, once that organization has begun broadcasting.”
BACKGROUND: KBOO owns a broadcast license for a radio station in the Pendleton area (KBLU, actually in Pilot Rock). An earlier resolution (2009) stated that if and when KBLU got on the air that KBOO would formally transfer the license to their organization. They now need some proof of this as they are fundraising and would like to actually guarantee donors that they actually will own the actual radio station.
6. Elimination of Job Positions. Judy. 15 minutes
SPONSOR (COMMITTEE OR DEPARTMENT): Staffing Needs Work Group with input from Personnel/Governance Committee and Finance Committee
PURPOSE: To facilitate hire and transfer of new positions and hours for staff that will meet our budget requirements.
DECISIONS TO BE MADE:
a) Elimination of the Interim Dev. & PR Dir. Position:
Board approves elimination of the Interim Development and Promotions Director
 
Position as of March 16th, 2012. (Recommendations for severance will come through the Finance Committee.) Hours for Sun during the two weeks in March of his return will be as is needed for a successful transition to happen to new staff person as Development Director. It may be fewer hours than his regularly scheduled hours.
b) Elimination of the Facilities Manager position:
Board approves the elimination of the Facilities Manager position. The needs of building maintenance will be met through a volunteer position.
BACKGROUND:
a) Sun is on vacation until March 2nd. He is taking a 4 week paid vacation along with 2 weeks unpaid vacation time. A hire for the new Development Director is starting now and the hope is that it will be completed by the time Sun gets back. Allowing Sun to come back and work 2 weeks after his vacation time will enable the position to be transitioned more smoothly. In addition to the endorsement of the Personnel/Governance and Finance Committees, staff has reviewed and endorsed this proposal
b) Bruce has been on record working one hour per week to take care of the building. It was considered hiring him at a minimum wage hourly- but this may stretch our budget. Bruce is aware of this change and is still planning to continue this responsibility as a volunteer. This is a housekeeping issue so that we are in compliance with labor law.
c) At the next board meeting, we are hoping to have in place the new job description for the Finance/Admin. Assistant position. At that time we will be requesting the board to eliminate the Finance Assist. and Admin. Assist. positions pending the hire of Finance/Admin. Assistant, pending this new hire.
BREAK-10 MINUTES
7. Reassignment of Organization fiscal responsibilities 10 minutes
Judy & Staff
PURPOSE: To have legal and financial responsibilities that had been overseen by Chris Merrick to be assumed by a different staff member.
DECISION TO BE MADE/PROPOSED MOTIONS:
1. The board discharges Chris Merrick as signer on the bank accounts and safe deposit box, to be replaced with ____________ (Staff will hopefully decide this on Tuesday's 1/17 staff meeting,)
2. The board discharges Chris Merrick from company administrator on the 401(k) retirement plan, to be replaced with ______________. (Staff will decide this on Tuesday's staff meeting, hopefully)
 
BACKGROUND:
These are operational motions that need to approved with Chris' departure from KBOO. The Board will need to designate a new ED/CEO equivalent as contact for financial items such as the audit/review, Controllership reports, and other business/financial items and contracts that Chris has been signing off on or receiving reports on.
Excerpt from Board of Director meeting
Meeting of the KBOO Board of Directors, 2010/02/22
Board Meeting Minutes February 22, 2010
Meeting came to order at 6:17pm.
Board Members Present: Becky Chiao, Nia Lewis, Louis Sowa, Erin Brand, Marty Soehrman, Judy Arielle Fiestal, Maire Cullen, Ivonne Rivero
Public and Staff Present: Mark Allyn, S.W. Conser, Paula Small, Jim Craven, Scott Forrester, Daniel Flessas, Deena Barnwell, Glen Owen, Yvette Maranowski, Michael Papadopolous, Alicia Olson, Jeff Kipilman, ? Point, Shauntelle M. Latini, John Mackey
(Excerpt)
Transition Plan for Station Manager Responsibilities
Ani lead a discussion on the apportionment of Station Manager duties among the staff. Erin moves and Nia seconds the resolution: The Board approves that the Program Director or his designee will be the point of contact for any policy that refers to the station manager.
8. Committee Updates 15 minutes
• Personnel & Governance
• Nominations Committee
Dates for the 2012 election cycle
Overview of annual meeting structure
Update on vacant board seats
• Programming Committee
• Finance Committee
• Development Committee
• Engineering Workgroup
• Strategic Planning Workgroup
8. New Business 10 minutes
9. Public Comment Period II 10 minutes
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2011-10-24 Board Meeting Agenda

6:00 - 6:10 - Board Check-In - 10 minutes
6:10 - 6:15 - (Re-)Intro of brush as Facilitator - 5 minutes
6:15 - 6:20 - Approval of Board Minutes - 5 minutes
6:20 - 6:30 - Personnel & Governance Committees Workgroup Update & Vote - 10 minutes
6:30 - 6:45 - Appointment of Board Officers & Committee Liaisons - 15 minutes
6:45 - 6:55 - Public Comment I - 10 minutes

6:55 - 7:10 - Motion to Remove Maire Cullen-Gilmore, Board Member for Cause - 15 minutes
7:10 - 7:20 - Board Meeting Facilitator Discussion & Vote - 10 minutes
7:20 - 7:30 - Motion to Refer to Committee re: E-mail Communications & Vote - 10 minutes

7:30 - 7:40 - Break - 10 minutes
7:40 - 7:55 - Staffing Needs Workgroup Update & Vote - 15 minutes
7:55 - 8:20 - Committee Reports - 25 minutes
8:20 - 8:25 - Review of Board Commitments - 5 minutes
8:25 - 8:30 - Public Comment II - 5 minutes
8:30 - Meeting Adjourns

no

2011-03-28 Board Meeting Agenda

 KBOO Board Meeting Agenda

Monday, March 28, 2011

5:50  Food.

6:00  Board Meeting Officially Begins

-          Walter “Marty” Soehrman Posthumous Recognition

-          Check-in

6:10 Board Meeting Minutes Review & Approval.

December 2010, January 2011 & February 2011

Update on Board Commitments

6:20  Public Comment.

6:30 Board Member Status.

6:40  Staff Collective Report.

6:50  Board Appointments - Nominating Committee.

7:20  Board Member Assignments.

-          Officers

-          Committee & Workgroup Liaisons

7:40  Break.

7:50  Committee Reports.

8:20 Board Discussion re: Staff/Station Goals

8:40  Ideas to Consider/Discuss – Board Member, Chris Andrae.

9:00  Adjourn.

Reminder: The KBOO Board meets every 4th Monday of the month at 6 pm

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2011-01-24 - KBOO Board Meeting Preliminary Agenda

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KBOO Board Meeting Agenda

Monday, January 24, 2011

5:50  Food.

6:00  Board Meeting Officially Begins/Check-in.

6:10  Public Comment.

6:20  Staff Reports.

6:50  Board Appointment Candidates
        - Mimi Villarqui

7:00  Committee Reports.

7:20  Pendleton Update - Gary Lee Betts.

7:35  Chehalis Update - Chris Merrick.

8:00  Policy 3 - Ani Haines.

8:15  Housecleaning (physical).

8:45  Closed Session

Reminder: The KBOO Board meets every 4th Monday of the month at 6 pm.

2010-08-23 Preliminary Agenda

KBOO Board Agenda August 2010

 

6:00: Sarah Ryan, final report on harassment issue (Closed Session)

 

6:50: Dinner

 

7:10: Check-in

 

7:25: Public Input

 

7:50:  Strategic Planning report (Judy)

 

8:15: Proposed Petition Statement (Louis)

 

8:25: Election Update (Erin)

 

8:45: Maire’s board Status

 

9:00: Staff Report  (Ani and Chris)

 

Lawsuit update

 

Preliminary FY-2011 budget review

 

Update on the PRETC (Marilyn Pittman grant) - what's left

 

Bylaw situation

 

 Closed Session

2010-04-26 agenda

 

KBOO Board of Directors Meeting Draft Agenda
April 26, 2010
 
 
Intro 6:00-6:30
 
·        Food Brought by Deena
·        Check-in
·        Review of Agenda
·        Public Comments
·        Review of Minutes from March Meeting
 
 
Staff/Committee Reports 6:30-7:00pm
 
·        Web Coordinator
·        Finance
·        Nominating Committee
 
Litigation Update and Follow up 7-7:30 pm
 
Break 7:30-7:45
 
Bylaws Proposals Discussion  7:45-8:30 pm
 
Transition Issues/Strategic Planning Status 8:30-9:00 pm
 
Closed Session—if necessary 9:00-9:20
AttachmentSize
Bylaw_Change-_Qualifications_Nominationsbcchanges.pdf58.95 KB

2010-03-22 agenda

 AGENDA

KBOO Board Meeting March 22 2010
 
Intro--6 pm-6:30
·        Food--brought by Ivonne
·        Check-in
·        Board Communication Ground Rules
·        Public Comments
·        Minutes Approval—January and February
 
Board Position Vacancy Appointments  6:30-7:00
 
Board Member Assignments--7:00-7:30
  • Officers
  • Committee Reps
  • Work Assignments--Strategic Planning, Conflict Resolution, Exit Interviews
 
Old Business—7:30-7:50 pm 
  • Proposal by Canoe Group, Finance Committee Recommendation and Finance Update—Erin
  • Personnel Governance Committee Policy—Board Member Liaisons
Break—7:50-8:00 pm
Closed Session—8:00-8:30
  • Pendleton Update
 
 Reconvene Open Session 8:30 pm
  • Other New Business
 
Adjourn-9:00 pm

2010-02-22 Agenda

 

AGENDA
KBOO Board Meeting February 2010
 
Intro--6 pm-6:15
·        Food--brought by Nia
·        Sign ups for the rest of the months
·        Check-in
·        Public Comments
·        Minutes Approval
 
Conflict Resolution—6:15-6:30
  • Presentation by Chris—Commitment to Conflict Resolution
  • Nominations to Committee—Ani
  •  
Board Position Vacancy Appointments  6:30-7:15
 
Board Member Assignments--7:15-7:40
  • Role of Board Members Clarification—act as board in meetings or through delegated authority
  • Officers
  • Committee Reps
  • Work Assignments--Strategic Planning, Conflict Resolution, Exit Interviews
Break—7:40-7:50 pm
Transition issues 7:50-8:10 pm
  • Report on Staff Assignments—Ani
  • Board approval of interim delegation of Station Manager Duties
 
Strategic Planning Proposal--8:30-8:45 pm 
  • Proposal by Canoe Group, Finance Committee Recommendation
 
Report on Pendleton—8:10-8:30 pm
  • Maire
 
Closed Session 8:30-9:15 pm
  • Lawsuit—request of Maire
  • Staff Issues—requests by Judy and Maire and Erin
 
Reconvene Open Session 9:15-9:30 pm
 
Adjourn-9:30 pm
AttachmentSize
Canoe Group Proposal.pdf88.99 KB

2010-01-25 agenda

 

AttachmentSize
Meeting of the KBOO Board of Directors1-10.doc29 KB

2009-12-28 Board Meeting Agenda

 

Agenda KBOO Board of Directors 12/28/2009
 
Judy is signed up to bring food.
 
Introductory Matters 6-6:30 pm
Check-in
Public Comments
Approve October and November Minutes
See if people completed last month's assignment to read the Bylaws
Check to see progress on other commitments--
Maire was going to check the recording of last month's meeting to resolve issue from minutes re: her vote
We were supposed to get clarification from Mark on the Board Liaison policy
 
Items From Last Month 6:30-7:15
Vacant Board Seat
Jim Ayala Process—Strategic planning—2009 Goals Document Attached
 
New Matters 7:15-8 pm
Comment on Promotions and Advertising from Yugen Rashaad
Policy proposals for Board Approval--Attached
Membership Dues Policy
Studio Rental Policy
Membership List Policy
 
Closed Session 8-9:30 pm
            Contract Negotiations
Personnel Matters
Employee Reviews
Litigation Update--including policy issue
 
 
 
Attachments for 12/28/KBOO Board Meeting
Attachment 1
 
KBOO Board of Directors’
Organization Goals & Objectives 2009
(Goals are in BOLD)
 
The goals and objectives for KBOO as proposed by the Board of Directors will serve to guide our decisions for the 2009 board sessions. These goals are designed to improve upon the success of KBOO while, evolving the organization to be viable and sustainable in the future. We acknowledge that most of these goals have been carried on from 2008 and that staff, board, and volunteers have already begun work on meeting the objectives outlined below.
 
Organizational Development: Improve the functionality and effectiveness of the KBOO Board, staff and volunteers.
l        Develop effective decision-making processes that are inclusive of our diverse community members.  
l        Develop clarity of roles for board, staff and committees. This includes redefining staff job descriptions; define interaction with the board and committees.
l        Improve effectiveness of committees. Define the role that committees play and how can they be most effective in meeting our needs. 
l        Board and Station Manager shall explore effective organizational techniques to include realigning staff/manager relations, changes in organization's staff arrangement, effectiveness of current staffing model and need for new/changed positions, and staff compensation and benefits.
 
Improved Programming: Improve quality, consistency and scheduling of programs to better meet the needs of the community and to increase listenership, while reflecting our core values. 
l        Train staff and volunteers to improve consistency of KBOO sound and add professional quality.
l        Improve program scheduling to provide more consistent presence in the community.
l        Replace and purchase equipment as needed to improve sound quality.
 
Strategic Planning: Define our organizational purpose in a changing media landscape, set clear goals for the entire station and provide resources to effectively meet those goals.
1.      Develop a mission and vision statement that position KBOO to be vibrant and sustainable in the future, while holding true to our values and history.
2.      Involve our greater community to provide input, participation and ownership in developing a sustainable organization.
3.      Create a 3-5 year strategic plan for the organization including, but not limited to, marketing, development, organizational structure, programming, and outreach.
 
Financial Stability: Diversify KBOO's revenue streams to ensure the sustainability of the organization. Increase listenership & membership by increased outreach.
l        Improve Outreach: Increase visibility, community connections and external fundraising while effectively promoting KBOO.
l        Improve Web presence: Improve functionality and community connection throughout site. Optimize technologies to serve our listeners/viewers.  Create a more interactive web experience that will drive individuals to listen to and support KBOO.
l        Improve Development through new, diversified and enhanced revenue streams to include fundraising events, increases in underwriting, major donor relations, Friends of KBOO Youth, bequests recruitment, product sales, non-listener members and grants.
l        Increase core membership through increased listenership, renewing lapsed members, new member recruitment, outreach events, advertising, etc
l        Create annual goal for Board fundraising and recruitment of new members.
 
 
 
Attachment 2
KBOO Radio Policy
Membership Dues
Date: December 16, 2009
POLICY # ______
 
Approved by: Board of Dir. on ____________
 
 
The purpose of this policy is to establish the minimum dues and timelines to become a KBOO member.
 
1)      The minimum amount for annual membership dues is:
a)      $20 for adults, or
b)      $10 annually for youth, defined as a person under 21 years of age (the purpose of the Youth Membership is to get young people involved with KBOO and with charitable giving.)
2)      A donor is admitted as a member upon:
a)      donating at least the minimum membership amount in full, or
b)      establishing a monthly Electronic Funds Transfer (EFT) of at least $5 per month.   The EFT is considered established when the station has received and processed necessary bank account information and written permission to establish withdrawals. A monthly debit card or credit card deduction is not considered to be an EFT. 
3)      Membership expiration date:
a)      The expiration date is one year from the date on which KBOO processes the full payment of minimum membership dues for members paying in a manner other than EFT.
b)      The expiration date for EFT donors who cancel their EFT payments within the first year but who have paid the minimum amount for annual membership dues is the anniversary of the date on which KBOO processed the initial payment. EFT donors who cancel their deduction within the first year but have not paid the minimum amount for annual membership dues will not receive an expiration date and their membership is cancelled as of the date of cancellation.
c)      EFT donors who cancel their deduction after the first complete year, but who have paid the minimum amount for annual membership dues in the subsequent year, will receive an expiration date one year from the date on which we processed the initial payment in the subsequent year. EFT donors who cancel their deduction after the first complete year, but have not paid the minimum amount for annual membership dues in the subsequent year, will receive an expiration date equal the last date of the month in which the deduction was cancelled.
 
 
 
Attachment 3
December 1, 2009
 
Our policy that sets studio rental rates, administrative fees for grants and ownership rights for produced material is 20 years old. Staff discussed today and made recommendations for Manager to bring to Finance to update our Administrative Fee from 5% to 10%; take the exact studio rental rates out of the policy; and update other language in the policy.
 
  1. Administrative Fee:
The current policy sets the administrative fee for fiscal sponsorship at 5% which is too low to compensate KBOO for our time spent on these projects and is also out of date with current trends. Staff recommends a 10% fee. 
 
There are two projects that we have currently agreed to sponsor. These were set at 7%, because we weren’t up to speed on the policy. Staff recommends grandfathering them in at 7% when we sign the paperwork.
 
  1. Studio Rental Rates: These are currently set at $25 per hour. For commercial clients, this should be $50-$100 per hour. 
 
For many grants, we will want to include this as an “in kind contribution.” For in-kind contributions, it’s advantageous to have a higher rate that reflects real-world market conditions because this shows the full value of our contribution.
 
For certain volunteer projects, the station has occasionally and informally let volunteers use studios in specific, approved situations. Therefore, we will have the Station Manager set the rates in conjunction with the Finance Committee. “In Kind” is also addressed.
 
  1. Other Language: The current policy refers to “tape sales,” doesn’t address fiscal sponsorships, etc. We probably need a separate policy on fiscal sponsorships, but that will have to be a separate project.
 
A draft revision is on the next page for feedback. Any comments on the overall goals or exact language appreciated. Original is attached separately.
            OWNERSHIP, FINANCING AND DISTRIBUTION OF PRODUCED MATERIAL
 
 
1.         Material produced outside KBOO, but aired on KBOO, no KBOO finances involved, producer owns rights.
 
2.         Recorded materials produced at KBOO (from producer's material), producer owns rights, KBOO and producer split any sales 50% each (net).
 
a.         If sales are through KBOO, KBOO does bookkeeping, pays producer.
b.         If sales are through producer, producer does bookkeeping, pays KBOO.
c.         If recorded materials are distributed outside of KBOO by producer, KBOO gets a spoken credit on recording, and mention in print publicity.
d.         KBOO gets copies of recorded materials and unlimited future airplay rights.
e.         If producer leaves KBOO, it is their responsibility to notify KBOO of further sales and make payments. If KBOO continues to make sales, producer is responsible for notifying KBOO of future address for payments.
f.          Time limit on sales is two years. Any sales past then must be renegotiated.
 
3.         Specific projects:
 
a.         KBOO has the right to assign project to a volunteer before negotiation with an outside producer. Anyone working on assignment is considered to be a volunteer, KBOO owns rights to material.
b.         If a person creates a new program using existing material (either their own or KBOO-owned material) they are the producer of that program and own rights, KBOO and producer split any sales 50% each (net).
c.         Producer is responsible for ascertaining the existing rights to any other materials used.
d.         If KBOO has other material in its archives (but not KBOO-owned material), and producer obtains permission to use this material, KBOO will provide copies to producer and charge duplication costs.
e.         The station manager, with input from news director or program director, will decide what constitutes "creation" of a new program.
 
4.                  Material produced with KBOO as fiscal sponsor or handles project finances:
 
a.                   KBOO initiates project:
 
1.         KBOO Hires producer(s)
2.         KBOO administers grant.
3.         KBOO distributes recordings.
4.         Sells recordings (if applicable).
5.         KBOO owns rights.
6.         KBOO gets 10% of grant/funding for indirect costs (operating and maintaining equipment and studios, depreciation, administration, office space, supplies, etc).
7.         KBOO may charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee. However, this fee may be waived and considered and “in kind” contribution by the station, particularly for material that will be aired on KBOO.
8.         Producer is an independent contractor when possible; may have other duties as specified in contract (training, pledge drives, phones, etc.); salary included in budget.
 
b.         Producer initiates project:
 
1.                  Station Manager must approve grant application.
2.                  KBOO Board must approve fiscal sponsorship.
3.                  Producer distributes recordings.
4.                  Producer sells recordings (if applicable).
5.                  Producer owns rights.
6.                  KBOO gets 10% of grant/funding for indirect costs.
7.                  KBOO may charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee. However, this fee may be waived and considered and “in kind” contribution by the station, particularly for material that will be aired on KBOO.
8.                  Producer is an independent contractor when possible; may have other duties as specified in contract; salary included in budget.
9.                  KBOO gets copies of recordings an unlimited future airplay rights.
10.              KBOO gets a spoken credit on recording, and mention in print publicity.
 
5.                  Studio rental fees when KBOO is not a fiscal sponsor of project:
 
a.       Individuals or companies may, from time to time, wish to rent KBOO studios. 
b.      KBOO will charge an hourly rate for studio time. The hourly rate(s) shall be established by the Station Manager in conjunction with the Finance Committee. 
c.       Scheduling priority is given to KBOO productions.
d.      Considerations for hourly studio rates:
a.       The KBOO studios need to be available for KBOO production. Studio rental rates should generally be priced to encourage in-house uses over third-party or commercial production.
b.      This fee may be waived, particularly for material that will be aired on KBOO or for specific projects by active volunteers and do not interfere with other station operations. Such projects must be approved by Program Director, Volunteer Coordinator and Station Manager. 
 
 
 
·         Adopted by Board of Directors 12/20/89
·         Amended 12/28/09 by Board of Directors to:
1)        Increase administrative fee for grants. This was previously at 5% which didn’t adequately compensate for staff time.
2)        Allow Station Manager in consultation with Finance Committee to set studio rates. Studio rates were previously set in the policy. This allows flexibility in setting rates and also offers more meaningful valuations when rates are included as “in kind” services in grant applications.
3)        Update media language. Policy previously referred to “tapes.”
4)        Update fiscal sponsorship language.
 
 
Attachment 4
 
 
MAILING LIST RENTAL AND EXCHANGE
 
 
KBOO Community Radio shall not trade, rent or sell our membership list. We will only release membership information if required by law.
 
 
                                                                                            Revised by Board of Directors 4/26/03
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2009-11-16 Board Meeting Agenda

 

Meeting of the KBOO Board of Directors
Agenda for 11/16/2009 
 
Check-in  6:00pm-6:15
 
Public Comments  6:15-6:30
 
Review and approval of October Meeting Minutes  6:30-6:35
 
AFP Proposal-- Budget amendment to use French news wire service (documents attached) 6:35-6:45
 
Board Member Orientation--Policies and Procedures  6:45-7:15
 
Year End Financial Report--including Membership Drive Update 7:15-7:45
 
Break 7:45-8 pm
 
Vacant Seat Appointment--8 pm-8:30
 
Fiscal Sponsorship Motion--8:30-8:35
KBOO agrees to act as the fiscal sponsor for InterArts, Inc., for the
purpose of receiving and disbursing grants and contributions for the 2010
No.Fest in Portland, OR.  This will be the final year that KBOO will act as
fiscal sponsor for InterArts and No.Fest.
 
Board Liaison Role and Harassment Discrimination Policy--8:35-8:45
 
Programmer Letter-Limit on Irrelevant Internal Discussions On-Air--8:45-9pm
 
Scheduling--Social Activity with Staff in December? December Meeting Date 9-9:15pm
 
EAS Equipment--Request for equipment purchase to run our own Emergency Broadcast system announcements  9:15-9:30
 
Public Comment
 
Closed Session—Letter from Station Mgr.

2009-10-26 Board Meeting Agenda

October 26, 2009 Proposed Board Agenda 
 

Check in             10

Public Comment           10

Review commitments           10

Election results-  Board appointment to vacant seat       20

      Michael Papadopolous was unable to be seated as a board member due to federal regulations on the make-up of the Board. We presently have 2 non-citizens serving on the board which is our limit as designated by FCC, and Michael is not a US citizen. If we don't comply, we would expect to lose our FCC license for broadcasting.

Resolution: The Board of Directors recognizes that Michael Papadopolous was unable to be qualified to take a seat on the board due to federal law and FCC regulations. Federal law limits the number of non US citizens who can serve on a board of directors of a broadcasting corporation.

      Nia Lewis was fifth in votes for the election, and has also demonstrated a commitment to board activities. The nominating committee has recommended that the Board appoint Nia to fill the fourth open seat.

Resolution: The Board of Directors appoints Nia Lewis to fill the fourth vacant seat from the September election.

Auxiliary Budget approval          30

Resolution: Board approves the Auxiliary budget as recommended by the Finance Committee and Staff.

Resolution regarding going forward with staffing analysis      10

Resolution: The KBOO Board of Directors would like to make clear our progress on the process of budgeting and KBOO's strategic direction.  We have completed our budget for fiscal year 2010.  At this point, we have no further changes in staffing levels or staff compensation. When we begin a new process to evaluate these items, we will inform staff and committees.  As we move through the fiscal year, we will begin the new evaluation of all budgetary issues.  This will be based on the mid-year budget report, new feedback from the Jim Ayala management and staffing analysis, and any strategic planning work that we accomplish in this time.

Officers            15

Committee assignments          30

Consent Agenda-

Resolution: The Board of Directors approve the consent agenda.     5

The Personnel Governance Committee asks that the board make the following correction of a typo in the bylaws. Bylaws Article II Section 2(a)  third line it says nominations tot he membership, but it should say nominations to the membership. Under Aritcle XIII of the bylaws this type of change can be made with the approval of of the Board.

Resolution: The Board of Directors approves the correction of typographical error in Bylaws Article II Section 2(a) to read: nominations to the membership.

Appoint Paula Small as volunteer liaison for the Board to the Finance Committee.

Resolution: The Board of Directors appoints Paula Small a volunteer liaison for the Board to the Finance Committee. In this position, the finance volunteer liaison will work with the Treasurer.

September Minutes

Resolution: The Board of Directors approve the minutes from the September board meeting as amended. 
 

Review commitments

Announcements

Closed session-

lawsuit related

personnel issue

Pendleton update 
 

Next month:

Year End budget review

Pledge drive report

board liaison

appointment to vacant seat left by Jamilah

2009-09-21 Board Meeting Agenda

September  2009 Board of Directors Meeting Agenda- DRAFT PROPOSAL



 

Check-in                                                                                                                                                   10


 

Public Comment                                                                                                                                        10


 

Review Commitments from past meeting                                                                                                      5


 

Becky, Erin and possibly Ivonne or Judy invite Toni to meet with us for an exit interview using the template that is used for other staff members


 

Paula is going to take Policy 26 back to the finance coordinator for clarification.


 

Joe said he would make a cart advertising the change in the Board Meeting date.


 

    Judy will send Joe copy


 

The Nominating Committee: Becky, Erin and Joe will work on an email to candidates with all details and with staff re forums and on-air statements, carts and food.


 

Becky will send email re ballots and contact Marc about having an online forum.


 

Erin will attend the staff meeting tomorrow with board resolutions and motions.


 

Everyone will review the July (and August) minutes.



 

Policy to consider- see attachment- Paula                                                                                                      10


 

26- Retirement proposal



 

Development update- Sun                                                                                                                            15



 

Server proposal- John Mackey                                                                                                                      15



 

Budget review- Debbie, Paula                                                                                                                       60



 

Consider granting bonus for staff for this fiscal year                                                                                        15



 

Follow-up with Toni's layoff- Becky, Erin, Judy                                                                                                 30


 

    Executive committee activity, Personnel committee recommendation,


 

    gift for Toni, general discussion on what could have been done differently



 

Election and Membership Meeting Update                                                                                                                                                                                              10


 

    Discuss plans for Annual Meeting. Consider orientation for new board members.



 

Board liaison role- Mark     (See attachment.)                                                                                                  10                                                                                                                                                                                                                                                                                       


 

    


 

Manager report- Chris                                                                                                                                    10



 

July and August Board meeting minutes                                                                                                            5


 

Resolution: The board approves June 22, 2009 board meeting minutes as amended.



 

Closed Session: Lawsuit related                                                                                                                       15



 

Louis will be providing the food for the meeting. Thank you Louis!

Board Meeting Minutes

Previous Board Meeting Minutes 

2013 Meeting Minutes

no

Meeting of the KBOO Board of Directors 2013/01/07

 

 

KBOO BOARD OF DIRECTORS MEETING MINUTES

January 7, 2013

6:00 p.m. to 8:10 p.m.

 

Board Members Present: Marc Brown, Lyn Moelich, Hadrian Micchie, Rabia Yeaman, Matthew Bristow, SW Conser, , Paula Small, Jeff Kipilman, Damon Isiah Turner, Lisa Loving

Board Members Absent: Michael Papadopolous

Staff Present: Lynn Fitch, Ani Haines, Zale Chadwick, Andrew Geller

Public Present: Mark Fulop, Louis Sowa, Kurt Lauer, Thomas Sullivan, Robert Barncord, Mark Allyn

 

Agenda Approval

Motion to approve the agenda

Seconded

Consensus

 

November Minutes Approval

Motion to Approve the October minutes

Seconded

Consensus

 

Manager Report

  • KBLU is finishing up construction on the facilities required by the FCC. 
  • Manager will be meeting with the HR contractor regarding new employee policies
  • Also working on developing the management structure
  • Manager has taken all the staff policies apart and has started to rewrite those policies
  • Intends to have the new policies done by the end of the fiscal year and will check in monthly with the board
  • Manager has spoken with a volunteer who is interested in helping out with developing a vision for the board and KBOO
  • Manager has been doing a weekly “navigator report”
  • Major problems with the website that will require major work/overhaul on the site.  Will be changing website hosts
  • KBOO made lots of money on the year-end appeal
  • Once in a Blue Moon event coming up in February
  • Manager will be meeting with the Oregon Historical Society to partner on the archiving program
  • Several grants are in the works
  • Five grants are due by the end of February and help will be needed to meet deadlines
  • MMT report will be done by the end of January
  • Planning for the 45th Anniversary and member drive is underway

 

Motion to approve visioning contractor for no charge with the details to be worked out over email

 

Seconded

Consensus.

 

Committee Reports

 

  • Finance Committee: Did not meet
  • Development Committee: Did not meet
  • Programming:
    • Programmer contract will be coming out shortly
    • Programmers will be meeting
    • Evaluations will commence shortly
  • Personnel/Governance: Discussion regarding changes that may occur as a result of the new policies

 

Clinton Street Theater Partnership

 

  • First RadioPicture is Thursday-Talk Radio
  • Doors open at 6:15
  • Lisa will introduce the series and give a perspective
  • She will then interview Carl Wolfson who will provide opening remarks
  • Tad Savinar, a co-author of the play and movie will be on the air tomorrow
  • February will be La Contessa Live including contests, sing-alongs, Valentines, and the Vancouver Titans
  • Good responses from programmers
  • Director presence is encouraged
  • Matthew and Hadrian will staff a membership table
  • Request to make the work group part of the Development Committee

 

Board Policy Manual

 

  • Cindy Cumfer provided an overview of the process to develop the board policy manual
  • Cindy walked the board through the sections and provided an overview
  • Open discussion:
    • Comment that the Governance Committee will be fundamentally different
    • Comment made regarding the role of the Personnel Committee
    • Regarding employment policies, Cindy recommended consulting an employment law specialist
    • Comment made that our employment contractor has concerns over our current policies
    • An employee manual will be developed
    • Question regarding naming one staff member (ED) in policy manual but not any other staff
    • Response that the board indicated a desire to delegate authority to one person
    • Comment that the new policies set boundaries between the board and staff
    • The policies do not close the door to other management structures
    • Policies can be changed if the board ultimately decides to change the management structure
    • Question regarding board composition/FCC rule (BPM Part 5, sec 3)
    • Cindy clarifies that the way it is written, the policy would be an elimination of the lowest vote-getter
    • Comment that bylaws Art 5, sec 8 that may conflict with the FCC rule

Question called

 

Motion that the board approve the Board Policy Manual to be effective immediately

 

In Favor: 9

Opposed: 0

Abstain: 0

 

Board Training Manual

 

Mark distributed the draft of the training manual and provided a brief overview of the training modules.  He would like comments by January 16, 2013.

 

New Business

 

Member at Large position on the Executive Committee

Matthew Bristow has been the temporary appointee

Lisa Loving withdraws her name from contention

Motion to appoint Matthew as the Member at Large to the Executive Committee

Seconded

Consensus

 

Adjourn: 8:10 pm.

 

 

no

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

no

Meeting of the KBOO Board of Directors 2013/02/25

KBOO BOARD OF DIRECTORS MEETING MINUTES

February 25, 2013

6:00 p.m. to 8:35 p.m.

 

Directors Present: Marc Brown, Michael Papadopolous, , Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, , Damon Isiah Turner

Board Members Absent: Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Staff Present: Lynn Fitch

Public Present: Ben Hoyne, Zale Chadwick, Kurt Lauer

 

Agenda Approval

Motion to approve the agenda

Seconded

7 in support

0 opposed

0 abstention

 

Agenda approved

 

January 28 Minutes Approval

Motion to Approve the January 28 minutes

Seconded

7 in support

0 opposed

0 abstention

 

Minutes approved

 

Executive Director Report-See attached report

 

Motion for closed session

Seconded

6 in favor

0 opposed

1 abstention

 

Motion Passes

 

Entered closed session at 6:35

Exited closed session at 7:15

 

Motion to refer to the finance committee to recommend an increase in salary for the interim ED

 

Seconded

6 in favor

0 opposed

0 abstentions

 

Motion Passes

 

Board led fundraising

 

The FY13 budget approved by the board contained $12,000 of board-led fundraising.  Any amount less than that total will increase the deficit spending.  Thus far, the RadioPictures are the only board-led fundraising event.

 

There is a possibility of having a major donor event to raise significant dollars

Matthew, Rabia & Damon are interested in brainstorming ideas

 

Vision Statement

 

Vision statement is value driven

The thinking is now to focus on the community and not specifically the organization

We are a community organization

A vision statement should reflect what KBOO would like to see for the future of our community and stakeholders

Vision statements have become the touchstone of decision-making

 

The directors were asked to think about the following three questions:

 

“What is the future we would wish for our community?”

“What lasting legacy would we desire for our community?”

“Who is the community we are serving?  Will they change? Have they changed?”

 

See attachment.

 

Committee Reports

 

Finance committee

Payroll adjustments have been approved

Financial documents have gone out

 

Programming

International Women’s Day on March 8

A couple of programmers have been suspended for indecency

Discusssion/brainstorming for survey questions is ongoing

Erin is soliciting ideas for programming changes

 

Governance

Governance will be meeting Second Monday in March

 

Development committee

45th birthday celebration discussions ongoing

We are looking to maximizing marketing around the membership drive/programming/events

We talked about the upcoming spring membership drive

The owner of The Refuge wants to host a birthday event-end of June

We are looking at smaller events to meet our various markets

We need to target our various audiences

Meeting next Monday

 

Nominations Committee

No meeting

We are beginning to ramp up for coming elections

 

Personnel Committee

No meeting

 

Emergency business

None

 

Adjourned at 8:35

 

 

 

 


KBOO Navigator Report

Board of Directors

February 25, 2013

 

 

FCC RELATED ISSUES

·         The Corvallis translator went dead on February 14th. Mike Johnson went to the site and discovered that the translator is in need of repair. He was able to put a temporary 5Watt transmitter in place, (borrowed from All Classical) and so Corvallis is back on air, but at very low power. The translator is on its way to be repaired. We anticipate a cost of $500 to fix the old unit, but if it is in need of replacement the cost will be upwards of $3,000.

 

·         KBLU-FM has filed a “Notification of Suspension of Operations / Request for Silent Station”. This is also the reason that the Pendleton group has had difficulty moving ahead with the project.

 

·         From FCC Application: THE KBOO FOUNDATION ('TKF') HAS LOST ACCESS TO THE KBLU-FM CP SITE NEAR PINE GROVE, OREGON, AND HAS BEEN FORCED TO TEMPORARILY SUSPEND OPERATIONS. TKF HAS BEEN UNABLE TO FINALIZE A LONG-TERM CONTRACT WITH THE EXISTING TOWER SITE OWNER. AN AGREEMENT WITH THE OWNER OF A NEW AND SUPERIOR SITE IS PENDING, AND IS EXPECTED TO BE COMPLETED SHORTLY. TKF EXPECTS TO FILE A MINOR-CHANGE APPLICATION WITHIN THE NEXT FEW WEEKS. ONCE APPROVED, TKF WILL PROMPTLY BUILD AND RESUME OPERATIONS AT THE NEW SITE.

 

·         I had a lengthy meeting with Gary and we discussed next steps, such as transferring the license once they have are operational. They anticipate this to be within 6-9 months. A schedule for repaying their loan to KBOO will occur at this time as well.

 

·         I am recommending that KBOO pay the FCC filing bills, related to KBLU-FM, from Michael Brown, until the transfer of the license does take place – thus avoiding any misunderstanding with the FCC, as to who is the rightful owner of this license and who is actually requesting the different FCC status applications. As this is our license renewal year, we do not want any issues out there that could cause a delay in the KBOO license being renewed in a timely manner.

 

·         I am requesting that this topic: “Analysis of New KBOO Translators, and Options for Existing Corvallis Translator” - (supported by an informational document prepared by Michael Brown, under my direction) by placed on the March 2013 agenda for a full discussion by the board. I will send the summary document to the board members prior to the arch meeting. This will be a 30 min. discussion.

 

KBOO WEBSITE

 

·         As you know, Roger has requested that he no longer host the server or act as web master for the KBOO website. I have contracted with Nat Taylor, an independent Drupal programmer / contractor to take these tasks over.

 

·         The KBOO website will be moved to the Amazon Cloud, on a trial basis for 3 months to determine if this will meet our needs. If it does, an annual contract with Amazon will take place.

 

·         The KBOO web “stream” will be moved to Linode Server (at a cheaper rate than Amazon for this specific service).

 

·         For about $1,500 (and during the first 1-2 months) the first items to fix, repair and re-do on the KBOO website will be: move the server, move the stream, redesign / rebuild the homepage, fix the events pages and replace the community calendar, re-create the program pages, re-do the membership form and development /membership pages, assess further needs and create a priorities list.

 

·         We will be determining if Drupal is our best bet for a new website. I have an intern who is currently researching foundations to approach for a brand new KBOO website and who will, with my assistance, write a capacity grant for this project.

 

 

BOO MOON

 

·         Took a great amount of my time for the last two months. Was a huge success. We will probably net $3,000+. The attendees were very happy and the committee has already started planning for another one in 2014.

 

HR – EMPLOYMENT POLICY WORK

 

·         This effort is right on schedule. A new Employee Manual, which includes and is based on all the new employment policies will be “rolled out” at the March 5, 2013 staff meeting, by a representative from the HR firm.

 

·         A closed session with the board, during this meeting, will be held to answer any questions of the board regarding this manual and the employment policies that the executive director (station navigator) has been working on and will adopt for implementation.

 

 

DEVELOPMENT / MEMBERSHIP

 

·         Underwriting YTD total is $27,103

 

·         A special mailing to donors, regarding our “monthly giving” contribution option is been prepared and will be mailed soon. You were all placed on the mailing list, so you can see what we are saying to donors.

 

·         A special spring solicitation letter is bring written and will be mailed in May / June.

 

·         The planning for the Spring Membership Drive is well underway and will take place March 21st – April 6th. A new t-shirt has been designed and printed for this drive.

 

·         More infrastructure and improved processes are being worked on to expedite our deposits and ensure that everyone who donates to KBOO is thanked in a timely manner.

 

·         A new partnership with the ReDIrect Guide has happened and we will again be featured in the next edition.

 

·         More fundraising / marketing information will be presented as part of the committee reports.

 

OTHER

 

·         We are doing live remote broadcasts from the Illahee Lecture Series, for times and dates of these programs please check the website.

 

·         There has been great response for the new Tune In, Turn On, Remember series on KBOO, featuring interviews from past KBOO reporters, directors and staff – incorporated with audio tape, these individuals were associated with - from our archives. For dates and times of these programs, visit our website.

 

·         Two grants were submitted for digitization of the archive tapes, one to the Collins Foundation, the other to the Miller Foundation, for a total of $80,000.

 

·         New partnerships have been established with the Oregon Historical Society, Portland Community Media, Jim Pepper Festival, and numerous other non-profits through our expanding – and very popular media sponsorships.

 

·         Meetings with all hosts will begin in early March. Erin and Ani are hosting these meetings, which include the new programmers guidelines and contract form. Lynn will b attending all these meetings to personally meet with all hosts, to answer their questions and hear their ideas and concerns.

 

·         Our remote broadcasts are expanding, and the community loves them and is requesting more and more onsite broadcasts from around Portland. The interim engineer ahs been asked to provide a cost breakdown for these events, so we can locate a sponsor or sponsors for them, as we did not budget accordingly for the expenses associated with the increased number of them. Lynn has also requested that recruitment and training of volunteers, for our engineering crew, be increased.

 

·         Too many more to even list.

no

Meeting of the KBOO Board of Directors 2013/03/25

  

KBOO BOARD OF DIRECTORS MEETING MINUTES

March 25, 2013

6:00 p.m. to 8:30 p.m.

 

Directors Present: Marc Brown, Michael Papadopolous, , Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, , Damon Isiah Turner(until 7:15), Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving

Directors Absent: Damon Isiah Turner(after 7:15)

Staff Present: Lynn Fitch

Public Present: Zale Chadwick, Kurt Lauer, Kevin Card, Per Fagereng, Robert Barncord, Ani Haines, Barry Sutton

 

Agenda Approval

Motion to move financial committee closed session item to number 5

Seconded

Consensus

 

Concern noted about policy making body spending 60 minutes on vision development when it belongs in committee

 

Motion to consign vision development to committee

No second

 

 

Motion to approve the agenda as amended

Seconded

8 in support

1 opposed

0 abstention

 

Agenda as amended approved

 

February Minutes Approval

Motion to Approve the February 25, 2013 minutes

Seconded

6 in support

0 opposed

3 abstain

 

Minutes approved

 


Financial Committee Agenda Item

Motion to enter closed session

 

8 in support

0 opposed

2 abstain

 

Enter closed session at 6:25

Leave closed session at 6:40

 

Motion to approve the Executive Director salary in an amount that will be relayed to the financial coordinator by the treasurer

Seconded

Consensus

 

Vision Development

With the assistance of Michael Beck, the directors participated in an extended discussion of the vision of KBOO with the goal in the next few months of creating a strong statement of the vision of the KBOO Foundation.

 

Executive Director’s Report

  • The new Human Resources policies have been distributed
  • Some staff requested changes will be made
  • The Executive Director attended more than 15 meetings with volunteers and hosts
  • There have been additional meetings with volunteers who are supportive of changes
  • There has been much work on the spring membership drive
  • We had an advertisement in the Oregonian with new T-shirts
  • Much work is being done on website
  • FCC translator issues continue
  • The station continues planning for 45th birthday celebrations

 

Committee Reports

 

Finance

Will have a mid-year budget review next months

The Finance Committee will be trying to set a date and time for budget retreat/mid-year budget review/ looking to FY14

 

Programming

Door to door surveys will be discussed in April

March 29 will be News and Public Affairs day

April 22 will be Earth day/environmental programming day

We had one indecency suspension

Questions have been asked regarding hard knock radio and concern for more local production

We have a new sports program

 

Governance

This new committee is working on its structure

Hadrian is the chair

Matthew is the secretary

The committee is going to develop priorities

 

Nominations

We need to meet

The candidate packet is ready to be posted online

With some modifications, the schedule for the election cycle is set

 

Development

The Development Committee did not meet this month

Potential board led fundraising activity has been discussed-breakfast with the directors

Development started out thinking about a large event for the 45th Anniversary but after talking with hosts, there is an interest to do smaller events around the anniversary similar to the Once in a Boo Moon event

 

Emergency Business

none

 

Adjourn at 8:30

 

 

 

 

 

 

no

2012 Meeting Minutes

no

Meeting of the Board of Directors 2012/01/23

 KBOO BOARD MINUTES-January 23, 2012

 

Board Members present: Judy, Paula, Michael, Alicia, Hadrian, S.W. Conser (Conch), Lyn, Marc

Board Members absent: Keller, Chris

Staff Present: Ani, Zale, Bruce

Public Present: Grace Reed, Peter Anderson, Robert Rogers, Kate McCourt, Joe Azavedo, Per Fagereng

 

1. Minutes Approval: December 19, 2011

Consent

2. January Agenda Approval

Consent

3. Facilities Update: Bruce Silverman

See Facilities Update Report

4. KBLU Update

Blue Mountain Public Radio seeks to have the board reaffirm KBOO's intention to transfer the KBLU license to them once that organization has begun to broadcast

 

We already have a contract with that organization to transfer the license

 

Has that organization paid what it owes KBOO?  Pursuant to finance department, they still owe $2,000

 

Motion: KBOO will abide by the 2009 contract wi Blue Mountain Public Radio as written

6 Support

0 Oppose

1 Abstain

 

5. Elimination of Job Positions

Finance Committee recommendations:

•  Severance in the amount of $2,078 to Sun (Interim Development Director)

•  Severance in the amount of $100 to Bruce (Facilities Coordinator)

•  Changes to Programming Department

•  40 hours/week-A.M. News and Public Affairs-Kathleen

•  40 hours/week-P.M. News and Public Affairs-Jenka

•  30 hours/week Operations and Programming Coordinator-Erin Yanke

•  30 hours/week-Volunteer Coordinator & 10 hours/week-Outreach Coordinator-Ani

•  Development Department

•  Sun will be laid off as of January 23, 2012

•  30 hours/week-Development Coordinator (new hire)

•  Membership Department: 40 hours/week-Andrew

•  Administrative & Finance

•  Recommendation is for the Administrator to decrease from 8 hours/week to 5 hours/week

•  Staff is recommending that Administrator continue at 8 hours through February (which will have a negative impact on deficit)

•  Finance Assistant will increase from 5 hours/week to 10 hours/week-Mel

•  A new job description must be drafted for a combined Administrator/Finance position and approved by the board before a hire can be made for this position

•  Finance Coordinator will decrease from 30 hours/week to 25 hours/week

•  Facilities Coordinator will continue as a volunteer position-Bruce

•  Underwriting: No change-Justin

•  Web Coordinator: No change-V.J.

•  Engineer: No change-Tom

 

Resolution #1: The board approves of the elimination of the Interim Development and Promotions Director position ad of January 23, 2012

 

Motion: Board approve Resolution #1

Motion seconded

Consent

 

Resolution #2: The board approves the elimination of the Facilities Manager position as of January 26, 2012 with the understanding that the building maintenance needs will be met through a volunteer position

 

Motion: Board approve Resolution #2

Seconded

Consent

 

Motion: Board adopts the finance committee recommendation for severance to Sun for $2,078 and to Bruce for $100

Seconded

Consent

 

Motion: Extend the Administrator's hours through the end of February

Seconded

6 Support

0 Oppose

1 Abstain

 

Ani will contact the appropriate staff regarding the elimination of job positions

Finance and the Personnel Committee will work on the Finance/Administrative job description and refer that description to the board for approval as soon as possible

 

6. Reassignment of Organization Fiscal Responsibilities

Discussion regarding the Program Director position

 

Motion: The board discharges Chris Merrick as signer on the bank accounts and safe deposit box to be replaced with Andrew Geller

Seconded

Consent

 

Motion: The board discharges Chris Merrick from company administrator on the 401(k) retirement plan, to be replaced with Debbie Rabidue

Seconded

Consent

 

Marc will sign the appropriate documents

 

7. Committee Updates

 

Nominating Committee

•  Discussion regarding potential candidates to fill vacant board seats

•  Applications are due on February 8, 2012

•  Question regarding checking references

•  References will be checked

 

Personnel and Governance Committee

•  Much already covered earlier in the meeting

•  Clarification made regarding the Finance/Administrator job description

•  Debbie will be working on a draft and checking on internal controls

•  Currently gathering data on the Engineering position

•  Need to review Policy 26 regarding comp time

•  Need to work on a Volunteer disciplinary code

•  Question regarding salary on the Development Director position

•  Comment that the decision has been made and the board needs to do nothing

 

8. New Business

Staff liaison addresses some staffing concerns voiced by the board

 

Motion: Write a letter commending Chris Merrick for his many years spent at KBOO

Seconded

6 Support

0 Oppose

1Abstain

Conch agrees to write the letter

 

Reinstatement of Spider Moccasin

Discussion of background and history

There does not appear to be a standing exclusion

No board action necessary

 

ADJOURN AT 8:35

no

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

 

Board/Staff Retreat will be held from noon to three on Sunday, April 8, 2012 at KBOO.

 

Commitments

 

·         Marc will post the January minutes on the KBOO website

·         Zale will provide a board binder to each of the new directors

·         Paula will email the February financials

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

·         Zale will make the changes to the online version of the bylaws and supply an updated version to the Secretary of State and FCC

 

Meeting adjourned at 8:24 pm

no

Meeting of the Board of Directors 2012/04/23

 KBOO BOARD MINUTES-April 23, 2012

 

Board Members present: Paula, , Alicia, S.W. Conser (Conch), Lyn, Marc, Keller (at 7:00), Ben, Kate, Judy, Hadrian

Board Members absent: Michael, Chris

Staff Present: Ani

Public Present: Kurt Lauer

 

1.    Agenda Approval

 

Judy would like to get an update on membership drive strategies

Agenda approved unanimously

 

2.    Minutes Approval: March 26, 2012

Motion to approve the March minutes

Seconded

7 In Favor

0 Opposed

1 Abstain

 

Minutes approved.

Marc will post

 

3.    Staff Management Workgroup

 

At a board/staff retreat, the group unofficially decided to form a board/staff workgroup to develop and recommend a plan for station management.  The group would be assisted by an outside consultant

Comment made that a decision needs to be made now and not punted down the road again

Concern voiced about the staff response to board proposal and its ability to manage

Concern voiced that a consultant would be a poor use of resources at this stage without a clear plan in place

Concern voiced about the fiscal impact of a third party consultant

Staff indicted a desire to collaborate with the board to govern and run the station

 

MOTION #1: To create a Staff Management Workgroup consisting of three directors and three staff members to work with an outside expert to develop and recommend a staff management proposal.

Seconded

 

4 In Favor

1 Opposed

3 Abstain

 

Motion fails

 

Amended motion proposed to form the workgroup without the expert.

Tabled

 

Motion to re-invite the staff to respond to the team proposal letting the staff respond

No second.

 

First motion reintroduced

Second

6 In Favor

1 Opposed

3 Abstain

 

Motion passes.

 

MOTION #2: To nominate three directors to the Staff Management Workgroup. 

Seconded

 

5 In Favor

0 Opposed

2 Abstain

 

Motion #3: Any new position created by the workgroup be subject to hiring process

Seconded

 

2 In Favor

0 Opposed

5 Abstain

 

Kate, Marc, and Ben appointed to the committee by the board

 

4.    Chehalis Update

 

The attorney cost for filing the tolling document with FCC will be between $280-400.

When the frequency was granted to KBOO, we had three years to begin construction

Tolling agreement stops the clock for six months while appeal is pending

Must be filed every six months

Comment that the understanding of the board at the time the agreement with Common Frequency (CF) was that KBOO would turn over the frequency to CF

Comment that the board’s decision was that limited money would be expended

To date, KBOO has invested $18,000

 

Motion made to approve a payment of no more than $400 for a six-month tolling agreement

 

Seconded

0 In Favor

6 Opposed

2 Abstain

Motion fails

 

Motion to suspend the expenditure of any costs or fees related to the Chehalis frequency and require CF to cover all future costs and fees that may be incurred.

Seconded

 

6 In Favor

0 Opposed

3 Abstain

Motion passes

 

5.    Policy 26 revision

 

Only a section of policy being updated

 

Motion to replace text in Subsection to Policy 26 Compensation and Benefits

with the following language (underlined text in new):

 

“Most positions at KBOO are categorized as nonexempt under the federal and state wage and hour laws concerning overtime. Whether your position is exempt or nonexempt depends on your job duties and is established at the time you are hired or if significant changes in your position warrant. 

 

“KBOO does not pay overtime wages to employees who are exempt from state and federal law. KBOO encourages exempt employees to maintain a healthy work/life balance, noting there are ebbs and flows in the work cycles, and to take advantage of slower periods by adjusting their work hours accordingly.

 

“KBOO pays overtime to nonexempt and hourly employees who work more than 40 hours in any work week. Overtime will be paid at the rate of one and one-half times your

regular hourly rate. Holidays and vacations, even if paid, are not counted as overtime

hours and are not included in the calculation of overtime pay. 

 

“Nonexempt employees (including hourly employees) shall not work overtime hours

without prior authorization from the Staff Collective. Hourly employees shall not work

more than budgeted hours.”

 

Concern expressed over the text: The ebbs and flow concept is too vague

 

Friendly amendment change "staff collective" to "staff management

 

Vote on friendly amendment

8 In Favor

0 Opposed

1 Abstain

Amendment passes

 

Vote on motion as amended:

 

7 in favor

1 Opposed

1 Abstain

Motion, as amended, passes

 

6.    Removal of Chris Andreae as a Director

 

Chris has not attended board meetings in over three months

Comment that it should be noted that the removal is “for cause.”

 

Motion to remove Chris Andreae as a director due to her non-attendance at board meetings.

Seconded.

 

7 In Favor

0 Opposed

1 Abstain

Motion passes

 

7.    Strategic Plan update

 

Discussion regarding updates from the staff

Most directors voices the opinion that they would like to see the reports in table form

Clarification regarding the role, purpose, and scope of the strategic plan workgroup was sought

Will revisit in another meeting

 

 

8.    May meeting date

 

May meeting date falls on Memorial Day

Suggestion made that the board look for conflicts at the start of the year rather than on a piecemeal basis

May 21, 2012 proposed for the next board meeting

All approve

Marc will make a note on the website

Ani will change on the board

 

9.    Committee Updates

 

Programming

Committee is working through strategic plan items

Committee is also working on completion of the programmer survey

 

Personnel/Governance

Committee spent time on policy 26

The combination finance/admin position is being worked on

Zale is working on gathering information on Engineers at similar stations

Committee is also working on the voluntary disciplinary code and Policy 21

 

Nominations

Meeting will be this Wednesday so nothing new to report

 

Engineering Workgroup

Currently not meeting

 

Development

Need to recruit new members to the committee

David Barsamian will be speaking as a fundraiser for KBOO

The committee should know something in the next few days regarding filling the Development Director position

 

10.  New Business

 

Finance Committee would like to appoint Ben as the second board member on the committee

Unanimous

 

Staff report-What is the purpose and what are directors supposed to do with the reports

The report was initiated during the transition period to update the board

Originally it was done by one person but now all department heads contribute

 

Motion for the staff to submit the monthly staff report on the Monday prior to the board meeting

 

6 for

0 opposed

3 abstain

 

Motion passes

 


Motion for the staff liaison to email the staff meeting minutes to the board weekly

Seconded

7 for

1 opposed

1 abstain

Motion passes

 

 

Meeting Adjourned 

no

Meeting of the Board of Directors 2012/11/26

 KBOO BOARD OF DIRECTORS MEETING MINUTES

November 26, 2012
6:00 p.m. to 9:30 p.m.
 
Board Members Present: Marc Brown, Lyn Moelich, Hadrian Micchie, Rabia
Yeaman, Matthew Bristow, SW Conser, Michael Papadopolous, Paula Small, Jeff
Kipilman
Board Members Absent: Damon Isiah Turner, Lisa Loving, John Mackey
Staff Present: Lynn Fitch, Ani Haines, Zale Chadwick
Public Present: Mark Fulop, Per Fagereng, Tim Flanagan, Louis Sowa, Robert
Barncord, Grace Marion, Kurt Lauer, Kathy Bushman, Chris Henry
 
Agenda Approval
Motion to approve the agenda
Seconded
In favor: 7
Opposed: 0
Abstention: 1
 
October Minutes Approval
Motion to Approve the October minutes
Seconded
In favor: 8
Opposed: 0
Abstention: 0
 
Removal of a KBOO Foundation Director for Cause
Discussion regarding the permissible boundaries of the discussion
The issue to be addressed is the actions of John Mackey's disclosure of
confidential information in an open session
John Mackey has written a letter to the board asking for this agenda item to be
taken off the agenda this month and put on next month's agenda because he is
unable to attend this meeting.
 
Motion to table agenda item number 5
No second
Motion Fails
 
Motion to remove Director John Mackey from the KBOO Foundation Board of
Directors for conduct harmful to the corporation.
Seconded
ORS 65.324 (9) provides:
If at the beginning of a director’s term on the board, the articles or bylaws provide that the director may be removed for reasons set forth in the articles or bylaws, the board may remove the director for such reasons. The director may be removed only if a majority of the directors then in office vote for the removal.
Article VI, §8(b) of the KBOO Foundation bylaws provides:
Any member of the Board, whether elected by the members or appointed by the Board, may be removed for cause by a two-thirds majority vote of the seated Board members eligible to vote. Cause is considered to be: fraudulent or dishonest conduct, gross abuse of authority or discretion with respect to the corporation, or conduct harmful to the corporation, its employees, or volunteers. The Board member being considered for removal shall not cast a vote.
During the public portion of the October 22, 2012, KBOO Foundation Board of Directors meeting, John Mackey disclosed that KBOO was in violation of FCC regulations regarding the Emergency Alert System (EAS). Disclosure of that information constitutes conduct harmful to the corporation because it placed the station's FCC license at risk. Although the risk was ultimately rooted in the failure to conduct the proper monitoring of the EAS system by staff, the public disclosure prior to allowing the station manager to conduct an investigation to identify and resolve the problems prior to alerting the FCC about the problem is the conduct we are calling into question with this motion. Staff conduct is being dealt with in separate actions.
ORS 65.357 provides the general standards for directors of a non-profit corporation:
(1) A director shall discharge the duties of a director, including the director’s duties as a member of a committee:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the best interests of the corporation.
The ultimate question is whether it was objectively reasonable to announce in a public forum that KBOO is not in compliance with FCC regulations.
John Mackey acknowledged that the information was not appropriate for public disclosure and claims that he attempted to raise the issue in a closed session but was thwarted by the board's failure to vote for a closed session. However, according to the Board Agenda Request for submitted by John Mackey, the stated purpose for a closed session was to review and discuss the subject matter of two previous closed sessions of the Board of Directors.
Because the executive committee believes that John Mackey's actions at the October 22, 2012 meeting of the Board of Directors constituted conduct harmful to the KBOO Foundation and that an objectively reasonable director in that situation would not
publicly disclose that information, the executive committee recommends the removal of John Mackey from the board of directors for cause specified above.
 
Motion to call the question
Second
In Favor: 7
Opposed: 1
Abstention: 0
Motion Passes
 
Vote on main motion
In Favor: 8
Opposed: 1
Abstention: 0
Motion Passes
 
Manager Report
o The work on the management structure in the works
o That work is dovetailing with boards work on policies
o We have identified an HR consultant to work on the employment policies
o Final report on MMT grant is due in January
o We have dealt with two FCC issues:
o The first issue involved the change of board membership and the necessary forms
o The second issue involved responding to complaint letter
o letter has been publicly posted
o We have also been focused on volunteer issues involving access, parties, pot smoking, sleeping in the station, and fighting. Some actions have been taken and we are looking to update the volunteer structure
o EFT numbers are at the highest monthly count since Dec 2007
o Amy Goodman event will net around $10,000
o We have been contacted by the Oregonian marketing Department for a testimonial ad. We will get a quarter page ad with testimony regarding the effectiveness of the advertisement
o Willamette Week contacted us about a quote about lack of progressive radio in Portland. A photo and quote will be in the article this Wednesday.
o On December 5 from 4-6, we will host a KPOJ listener happy hour
o The end of year appeal will be going out to 10,000 members.
 
Board Training Manual
Mark Fulop
Discussion regarding orientation manual
The manual is divided into several sections:
o Board candidate orientation
o New board member Orientation (governance, strategy, how does board function)
o Board member review retreat (half day) to review principles, committee structure, set priorities etc
o Annual board self-assessment
o A Director job description
Encouragement for working with the document for a year before modifying
 
Clinton Street Theater Partnership
Every second Thursday of the month for 2013, KBOO will partner with theClinton Street Theater for a KBOO movie night
This will be part of the board led fundraising
Each month will have a different theme hosted by a program/programmer
A suggestion was made to bring this up every month
Suggestion that the workgroup get together soon to start planning for January
 
Motion to create a board workgroup for the Clinton Street Theater Partnership for one year through Dec 2013
Seconded
Consensus
Motion Passes
 
Motion to assign 4 to 5 members
Seconded
Rabia
Jeff
Lyn-liaison
Conch
Marc
Consensus
Motion Passes
 
Appointment of Lisa Loving to Executive Committee
Motion to appoint Lisa Loving to the executive committee
Seconded
Amendment: Motion to table motion and continue Matthew Bristow in that position until the next meeting of the board at which point an election will be held
Seconded
In Favor of Amendment: 8
Opposed: 0
Abstention: 0
Motion to amend passes
Vote on motion as amended
In favor: 8
Opposed: 0
Abstention: 0
Motion Passes
 
December Board Meeting
Discussion regarding whether to have the December meeting as scheduled (Dec 24), reschedule the meeting, or cancel the meeting.
Motion to reschedule December meeting to January 7
Seconded
In Favor: 8
Opposed: 0
Abstention: 0
Motion Passes
 
Mission Statement Discussion
The KBOO Foundation Mission Statement is:
"Working together to transmit culture, news, and music that matters."
Background about the creation of the mission statement discussed
Some confusion regarding the mission statement and the programming charter
What is our mission?
A Mission Statement tells the world why we exist and why we matter
The statement needs to be broad
Generally, the first step is a vision statement which encompasses the optimal goal of the organization
The Mission Statement is how that vision is implemented
Finally, from the Mission Statement the programming charter is created
What is vision?
What is the mission?
What is the programming charter?
Community should be in the mission statement?
Where is the community?
Board's goal for the year is to develop a vision statement
Suggestion that this be a monthly agenda item
 
Committee Reports
Finance Committee
See new business
 
Programming Committee
Received a staff reported on election coverage
The homeless marathon had some technical difficulties
Erin put together a program evaluation form for listeners
WFMU benefit from storm damage discussed
Training curriculum discussed
Planning has begun for live remotes for the 45th anniversary
Personnel/Governance Committee
Next meeting 6:30 on 10th
Nominations Committee
Next meeting on Dec 12
 
Development Committee
Collins Grant is being submitted for archiving
Council of Elders is meeting in February
February True Vine event was discussed
Spring membership drive March 21 to April 6
June 21-22 big anniversary event--24 hour dance marathon
 
Engineering
No report
 
New Business
 
1. There is an option to attach fiduciary liability to our current D & O coverage. While the amount is approx. $400 & fairly "nominal", the Finance Committee believes that it's an unnecessary expense/addition, given the Foundation's small Staff size (and at this time, only 1 retirement plan participant).
The Staff cannot arbitrarily decide *not* to add something to the D & O policy, as it pertains to the Board of Directors, which is why this requires a vote.
Motion that the Board of Directors decline the fiduciary liability coverage addendum to the current D & O insurance policy for this plan year.
Seconded
In Favor: 7
Opposed: 1
Abstention: 0
Motion Passes
 
2. Through our current payroll provider, Paychex, there is an HR service available that can offer the Foundation some much-needed guidance and protection regarding employment law & policies. Included with the service is the drafting of an employee handbook, HR policy manual AND revisions/regular reviews of those items, among other things.
However, the cost for the service is approx. $500 per month (based on # of employees to be covered). It's a payroll period-based service, meaning that we're not obligated to a month-to-month or annual term; we need to give a payroll period's notice to cancel the service.
There is also a one-time $1500 activation set-up fee for the service. The Finance Committee met with the representative, asked in-depth questions and reviewed the materials regarding the service. It is the Finance Committee's recommendation that the Board approve the service for at least 6 months, so that Lynn & rest of Staff can work on an employee handbook (at the least), as well as HR policies in conjunction with Cindy & Mark's policy work with the Board.
The approx. total cost would be $4,500, which is also not in the FY13 budget. It was the rationale of the Finance Committee is that the Board's hire of an interim Station Manager, as well as circumstances preceding and subsequent to that hire require strong HR consultation. The Foundation has incurred thousands of dollars in legal fees for HR consultation & this service would hopefully mitigate further legal expenses, while providing a strong HR basis in policies and procedures for the future.
Motion that the Board approve the use of the Paychex HR Solutions Service for a period of six (6) months, for a total cost not to exceed $4,500.00 effective December 1, 2012
Seconded
In Favor: 8
Opposed: 0
Abstention: 0
Motion Passes
Concern expressed about clarity and lateness of the information
Motion that the Board approve the allocation of the cost for the Paychex HR Solutions Service to the "Professional Fees - Legal" budget line item.
Seconded
In Favor: 8
Opposed: 0
Abstention: 0
Motion Passes
 
Adjourn at 9:00 pm
no

Meeting of the KBOO Board of Directors 2012/05/21

 KBOO BOARD MINUTES-May 21, 2012

 

Board Members present: Marc, Michael, Kate, Paula, Conch, Lyn, Alicia, Keller, Hadrian

Board Members absent: Judy, Ben

Staff Present: Ani, Zale, VJ, Tom, Lynn

Public Present: Kurt Lauer, John MacKey, Barry Sutton

 

1.    Agenda Approval

 

Agenda item #10 removed from agenda

Consensus

 

2.    Minutes Approval: April 23, 2012

Motion to approve the April minutes

Seconded

Consensus

 

Minutes approved.

Marc will post

 

3.    Welcome, Lynn

 

Lynn provided background on herself and her ideas regarding development.  All were very excited to hear about her ideas and plans

 

4.    Board led fundraising

 

How does the board intend to fulfill the strategic plan mandate for the board to raise $6,000 this fiscal year?

 

The budget contains a line for $6,000 board led fundraising.  If the board does not raise that money, it will add $6,000 to the deficit.

 

The plan is to utilize the internet to create fundraising.  A suggestion was made for each member to send a link to the board led fundraising page.  A suggestion was made to raise funds for a tangible item

 

The goal may be to aim for fundraising around the Blues Festival.  Suggestion made for the workgroup to get together with Lynn and take the ideas and build them into a tangible plan to bring back to the board.

 

Motion: To refer the discussion back to the workgroup and the development committee to work together with Lynn to develop a tangible plan to bring back to the board in June.

Seconded

Consensus

 

5.    Staff Management Workgroup update

 

The workgroup has been formed and will meet on Friday, May 25, 2012.  Members include Lynn, Ani, and Erin from the staff and Marc, Ben, and Kate from the board.

 

A suggestion was made to understand political realities and focus on what the board will approve.  A response was made explaining that the group has been given the task to practice collaboration and find a plan that will work for everyone

 

6.    Membership drive update

 

Some early date analysis indicates that some shows are not bringing in money and question whether those shows are drawing listeners.

We need to find additional revenue streams and to reassess the winter membership drive

A request was made that the analysis include some of the shortfalls from this drive

Membership needs to work with development for fresh ideas for the membership drive

 

7.    Chehalis update

 

Motion: The board ratifies the action of the board to authorize the staff to file a six-month extension as long as only staff time and postage are involved.

 

A discussion ensued regarding whether the action taken to file for an extension was contrary to the vote of the board in May.

 

Amended Motion: The board ratifies the action taken to file a six-month construction waiver for the Chehalis frequency.  The board reaffirms that no further money will be expended on Chehalis.

 

Motion to Amend

Seconded

7 in support

1 in abstention

 

Vote on motion as amended

Consensus

 

8.    Nominating Committee update

 

“KBOO in the Park” will be on August 17, 2012.  Lyn is taking the lead

 

Election deadlines are fast approaching.  To allow for adequate production and mailing time, the applications are due on June 27, 2012.  Everyone on the board should be recruiting as should the staff.  Look for members who are involved in committees and at the station and suggest that they apply.

 

9.    Committee Updates

 

Programming

Will be meeting the day after the board meeting

Currently working on the Programmers’ Bill of Rights.

 

Personnel/Governance

Working on engineering job description

Reviewed Policy 21

Looking into an issue of a divergence between the text of the bylaws as amended in 1990 and the bylaws as posted on the website.  An analysis will be undertaken to identify the discrepancies.

 

Nominations

See above

 

Engineering Workgroup

General brainstorming on what worked with the recent live remotes

Reviewed the applicable portions of the strategic plan

Discussed servers

Overall, things are working well from an engineering perspective

 

Development

Met with Lynn and discussed development ideas

Reviewed the strategic plan

 

10.  New Business

 

None

 

Meeting Adjourned-Next Board of Directors meeting will be on Monday, June 25 at 6:00 pm.  Location is KBOO Studio #1

no

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

 KBOO BOARD OF DIRECTORS MEETING MINUTES

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

Seconded

 

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

 

Seconded

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

 

Motion to refer the issue to the Personnel and Governance Committee

Seconded

Vote on motion:

In favor: 5

Hadrian

Kate

Alicia

Paula

Conch

 

Opposed: 2

Michael

Judy

 

Abstention: 2

Marc

Ben

 

Motion refered to committee

 

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

Seconded

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

Seconded

In favor: 6

Opposed: 0

Abstention: 2

Motion Passes

 

2. May minutes approval:

 

Motion to approve May Board of Directors minutes

Second

In favor: 5

Opposed: 0

Abstention: 3

Motion passes

 

3. Board led fundraising

     Lynn

 

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

 

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

Paula

 

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.

Seconded

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.

Seconded

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

Seconded

In favor: 8

Opposed: 0

Abstention: 0

Motion passes

 

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

Seconded

In favor: 2

Opposed: 3

Abstention: 3

Amendment fails

 

6. Inquiry Re: volunteer party

Judy

 

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

Paula

 

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.

Seconded

 

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."

Seconded

In favor: 7

Opposed: 0

Abstention: 1

Resolution passes

 

9. Staff management workgroup update

Marc/Ani

 

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

 


Programming:

Survey will hopefully go live in July

The committee approved two shows

The committee is working on the Programmers Bill of Rights

 

Personnel/Governance:

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.

Seconded

 

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.

 

 

 

 

no

Meeting of the KBOO Board of Directors 2012/07/23

 KBOO BOARD OF DIRECTORS MEETING MINUTES

JULY 23, 2012

 

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

Board members absent: Marc, Keller

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

Public members: Rabia Yeaman, Kurt Lauer, Jeff Kipilman, Damon Isiah Turner, Matthew Bristow, David Haseltine

 

1. Agenda approval:

 

Request to change the order of agenda items

Agenda approved by consensus with the change to the order

 

2. June minutes approval:

 

Judy asks that the minutes are reflected to suggest Paula brought up volunteer coordinator and outreach position rather than Judy

Minutes with Judy’s addendum approved by consensus

 

3. Staff Management

     Staff Management Workgroup

 

Recommendation of the Station Management Work Group (Submitted Friday July 20, 2012 via email to the Board)

 

The Station Management Work Group was convened to develop and recommend a staff management proposal. After lengthy discussion, we determined that there was an immediate need to establish a temporary leadership role to provide organizational oversight and coordination, while we evaluate the best possible structure for KBOO’s long-term health.

 

During the Work Group’s discussions, it became clear that Lynn Fitch had the experience, skills, and willingness to assume this critical leadership role. We note that in  many small non-profit organizations, the Executive Director and Development Director are often one in the same.

 

To this end, we have developed a position called the “Ringleader” to fulfill KBOO’s pressing needs within our current resources. We ask the Board to approve Lynn Fitch, as KBOO’s Ringleader. The Ringleader position will last for a maximum of 18 months, during which time the Ringleader, in conjunction with staff, the Board of Directors, volunteers, and outside consultants, shall develop a long-term management plan for KBOO Community Radio.

 

● The Ringleader shall empower, inspire and lead the staff, programmers, volunteers, and the entire community.

● The Ringleader shall ensure that KBOO operates in conformity with all applicable laws in a smooth and efficient manner.

● The Ringleader shall ensure fiscal responsibility and promote financial sustainability of KBOO Community Radio and the KBOO Foundation.

● The Ringleader shall direct the coordination and implementation of the Strategic Plan.

● The Ringleader will replace any reference to station manager, station management, collective management, or any other referenced management in all policies. The Ringleader answers directly to the Board of Directors and shall serve as the lone liaison between the board and staff.

 

The position shall be funded for 40 hours / week, and include both the responsibilities of the Development Director, and the Ringleader. Lynn Fitch shall be paid at the top of the KBOO pay scale for 40 hours per week while filling the role of Ringleader.

 

Lynn Fitch will assume the role of Ringleader on August 1, 2012 and will relinquish the role on or before February 1, 2014. At that time, pending agreement of all parties, Lynn Fitch will resume her role as the Development Director.

 

Lynn Fitch will supply three references for her managerial experience, which will be checked prior to August 1st, 2012.

 

Lynn listed 11 goals she immediately has for this position.

 

Discussion regarding the use of “ringleader” as job title.

 

Question raised about vetting Lynn for the position and whether references need to be checked

 

Concerns raised about how this change will impact development.

Belief expressed that it is easier to find an interim General Manager rather than a Development Director

 

Friendly Amendment: There is a 3-month check-ins with the board.

 

Desire that the motion should be more specific on deliverables was voiced

 

It was noted that the board has oversight of the new position, not any committee

 

Friendly Amendment: The position/performance shall be reviewed every 3 months by the board in a manner it sees fit.

Seconded

In Favor: 7

Opposed: 0

Abstention: 1

Amendment passes

 

Friendly Amendment:

To change “ring leader” to “interim station manager”

Seconded

In Favor: 7

Opposed: 0

Abstain: 1

Amendment passes

 

A vote on the main motion is called

In Favor: 7

Opposed: 1

Abstain: 0

Motion passed as amended

 

Paula will coordinate references with Andrew and Debbie

 

 

Motion as passed:

The Station Management Work Group was convened to develop and recommend a staff management proposal. After lengthy discussion, we determined that there was an immediate need to establish a temporary leadership role to provide organizational oversight and coordination, while we evaluate the best possible structure for KBOO’s long-term health.

 

During the Work Group’s discussions, it became clear that Lynn Fitch had the experience, skills, and willingness to assume this critical leadership role. We note that in many small non-profit organizations, the Executive Director and Development Director are often one in the same.

 

To this end, we have developed a position called the “Interim Station Manager” to fulfill KBOO’s pressing needs within our current resources. We ask the Board to approve Lynn Fitch, as KBOO’s Interim Station Manager. The Interim Station Manager position will last for a maximum of 18 months, during which time the Interim Station Manager, in conjunction with staff, the Board of Directors, volunteers, and outside consultants, shall develop a long-term management plan for KBOO Community Radio.

 

● The Interim Station Manager shall empower, inspire and lead the staff, programmers, volunteers, and the entire community.

● The Interim Station Manager shall ensure that KBOO operates in conformity with all applicable laws in a smooth and efficient manner.

● The Interim Station Manager shall ensure fiscal responsibility and promote financial sustainability of KBOO Community Radio and the KBOO Foundation.

● The Interim Station Manager shall direct the coordination and implementation of the Strategic Plan.

● The Interim Station Manager will replace any reference to station manager, station management, collective management, or any other referenced management in all policies. The Interim Station Manager answers directly to the Board of Directors and shall serve as the lone liaison between the board and staff.

 

The position shall be funded for 40 hours / week, and include both the responsibilities of the Development Director and the Interim Station Manager. Lynn Fitch shall be paid at the top of the KBOO pay scale for 40 hours per week while filling the role of Interim Station Manager.

 

Lynn Fitch will assume the role of Interim Station Manager on August 1, 2012 and will relinquish the role on or before February 1, 2014. At that time, pending agreement of all parties, Lynn Fitch will resume her role as the Development Director.

 

Lynn Fitch will supply three references for her managerial experience, which will be checked prior to August 1st, 2012. Paula Small will coordinate this effort and report any issues before August 1 to the board.

 

The position/performance shall be reviewed every 3 months by the board in a manner it sees fit.

 

4. Web Coordinator Report

Paula/VJ

 

Concerns expressed regarding the web contractor.

Question regarding the reasoning behind continuing the contract

Contract with Roger 20 hours a month, 14 is maintenance, so only 6 for development, which is not much time.  Drupal is good for complex database transactions, which is what our website requires.

Question regarding alternatives.  No alternatives have been investigated.

A new website may cost $25,000

 

5. Board Led Fundraising Check-in

Paula

 

Next year’s budget indicates $12,000 for board led fundraising.

The directors should be the leaders of board led fund-raising

Desire expressed that the board increase its fundraising.

 

Action Item- Judy requests that the board checks in on this at the August meeting.

 

6. Weekly Staff Meeting Minutes

Hadrian

 

Motion: To withdraw the request from the board for weekly staff minutes from the staff as of August 1, 2012

 

Seconded

Approved by consensus

 

Background: Since the collective management has been disbanded, staff meeting minutes are no longer required by the board.

 

 

 

 

7. Committee Reports

 

Finance Committee

Board/finance retreat update. Almost positive the finance committee will present a balanced budget, not a deficit budget. CPA firm gave a presentation to the finance committee, which will be presented to the board.

Asks for the board to have a budget retreat, disappointed in the turnout to the previous retreat.

 

Programming Committee

Committee is getting surveys to listeners, have questions developed for another 2.

Jenka returns in August

Rewriting rights and responsibilities for programmers

 

Personnel/Governance Committee

Went over strategic plan committee assignments, ETA’s and where the progress is.

Policy 21 is still being worked on.

Engineering job description still being reviewed by staff

 

Nominations Committee

Knee deep in elections. Should get out promo’s for forum soon. Preparing for KBOO in the park event on Aug. 18, 2012.  Annual meeting preparations, speaker and venue set up.

 

Development Committee

Going over money to be raised, and Blues Festival recap.

 

Engineering

No report

 

8. New Business

 

Issue regarding the FCC rule that no more than 2 non-citizens can sit on the KBOO board.

Michael says that only the members can remove a board member, and must do so at a special meeting.

 

Motion: KBOO foundation will seek immediate advice (with citations as appropriate) through the NFCB regarding the Federal Communication Commission’s likely interpretation to granting a license.

 

Motion Seconded

In Favor: 2

Opposed: 5

Motion fails

 

2nd Motion: Foundation to call a special meeting of membership to consider the issue, special meeting should be called immediately after the annual meeting.

 

Question: Are you willing for the foundation to do its due diligence? Answer: no.

 

Michael: Says the judge ordered that he be sat.

Concern that we shouldn’t repeat the mistakes of the past

 

In Favor: 1

Opposed: 6

Abstain: 1

Motion fails

 

Request to get an affirmation from the board of the policy put forward in an email by Marc.

 

Motion: Affirm the wording set forth re: the email by Marc Brown regarding multiple non US citizen elections

 

Seconded

In Favor: 4

Opposed: 2

Abstain: 2

Motion Fails

 

no

Meeting of the KBOO Board of Directors 2012/09/24

 KBOO BOARD OF DIRECTORS MEETING MINUTES

September 24, 2012

7:15 p.m. to 9:25 p.m.

 

Directors in attendance: Paula Small, S.W. Conser (Conch), Kate McCourt, Alicia Olson, Michael Papadapoulos, Lyn Moelich, Marc Brown, Lisa Loving, Judy Fiestal, Ben Hoyne

Directors-elect in attendance: John Mackey, Jeff Kipilman, Damon Isiah Turner

Directors absent: Hadrian Micciche

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

Public members in attendance: Yvette Maranowski, Louis Sowa, Rabia Yeaman, Grace Marian, Per Fagerenj, Kurt Lauer

 

1.      Agenda Approval

Marc

Motion to approve the draft agenda.

Seconded.

 

Consensus

Motion Carries

 

2.      August Minutes Approval

Marc

 

Motion to approve the draft August Board of Directors Meeting Minutes.

Seconded

 

In Favor: 7

Opposed: 0

Abstain: 2

Motion Carries

 

3.      FY13 Budget Approval

Paula

Background: Each year the board approves an operating budget for the coming fiscal year.  In mid-year, the Finance Committee checks in with the board.  This year the Finance Committee is proposing a balanced budget.  The committee determined that after running a deficit for several years, KBOO needs to become more sustainable.  Significant changes have been made in the past year at KBOO.  There will be no winter pledge drive in FY13.  The development director is working with the underwriting department, the membership coordinator and staff to re-energize KBOO.

Question regarding the $12,000 board led fundraising goal in the budget.  It is not $1,000 per board member but a board led effort.  If the board does not meet that goal then the budget will be a deficit budget.

Lynn discussed the new business partnership program and the Supportlandia card

A suggestion was made that the approval requires a quarterly check-in regarding revenue.

 

Motion to approve the budget as presented with the addition that the Finance Committee will provide detailed quarterly updates of revenue and expenses.

 

8 In Favor

0 Opposed

1 Abstain

Motion Carries

 

4.      Committee Reports

 

Finance Committee: The committee is pleased to have its proposed balanced budget approved.  The committee is looking for new members.

 

Programming Committee: There are listener surveys galore.  The programmers’ meeting was a success.  The committee is working on the programmers’ rights and responsibilities.

 

Personnel and Governance Committee: Many policies and job descriptions have been tabled pending the outcome of the staffing needs assessment and the policy revisions.  The job description of the administrative assistant has been finalized.

 

Nominating Committee: Elections happened and the committee is now looking forward to the next election cycle.  A suggestion was made to fill the vacant board seat by the October meeting.

 

Development Committee: No meeting this month but the membership drive is coming.  Andrew and Lynn are partnering on all fundraising matters.  During the coming drive, there will be many remote broadcasts, specials, etc.  There is also a push to increase media partners.  People are beginning to seek out KBOO’s sponsorship.  Collins Grant for archiving is due in October.  The end of the year appeal will go to the printer in October. The Greg Palast event will be held on Wednesday.

 

Interim Manager’s Report: The interim manager is working closely with the two consultants and supplied them with the information they requested.  The interim manager explained the parameters of the grant to the consultants and got them “into the field” to talk to board members.  The interim manager met with the person who will be doing the staffing assessment.  The goal is to have a report to the board by January or February.

 

Web Liaison: Lisa will be taking over as web liaison.

 

 



5.      New Business

Ben

 

The Board requests that Cindy Cumfer (or other MMT Grant contractor) develop a policy that provides clear guidelines on what constitutes a personal conflict of interest or lack of impartiality on behalf of Board Members with regard to oversight of staff and/or management.

Seconded

 

Concern voiced that such a policy should be left to the consultant.

 

8 In Favor

0 Opposed

1 Abstain

Motion Carries

 

Motion for the board to enter a closed session.

Conch

Seconded

 

6 In Favor

3 Opposed

1 Abstain

Motion Carries

 

(Board entered into a closed session.  The Directors-Elect are asked not to participate.)

 

(Board ends closed session at 9:20 pm.  No action taken in closed session.)

 

Adjourn at 9:25 p.m.

no

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.

no

Meeting of the KBOO Board of Directors 2012/08/27

 KBOO BOARD OF DIRECTORS MEETING MINUTES

August 27, 2012

 

Board members in attendance: Paula, Conch, Kate, Alicia, Michael, Lyn, Marc, Lisa (after vote)

Board members absent: Judy, Hadrian, Keller, Ben

Staff members in attendance: Lynn, Ani, Zale

Public members: ????

 

1. Ben's motion approved for new business as amended

6 in support

0 opposed

Motion carries

 

2. July Minutes approval

5 in support

0 opposed

1 abstaining

Minutes approved

 

3. Interim Manager's report

Spoke regarding fall fund drive strategies.  Fall fund drive will be on October 4-20

The development director is working closely with the membership director

On Sept 26-Greg Palast will be in Portland

Oct 25-Amy Goodman will be in town

KBOO has several new business partners

The interim manager is encouraging programmers to go out into the community

The interim manager is scheduling meetings with staff for information gathering purposes

The interim manager is looking to do staff evaluations in November & December

The staffing assessment will be done in January & February

Concern has been raised about whether Lynn can do both positions

She explained that she can and will

 

4. Nomination to appoint Lisa Loving to vacant board seat

Candidate speaks about her qualifications

It was noted that by filling a position now will allow training along with newly elected directors

Motion to table until new board

no second

 

Motion to appoint Lisa Loving to the seat effective immediately

Seconded

4 in support

3 abstaining

Motion carries

 

5. KBOO/Common Frequency Update

 

Two questions for the board

1. Does the MOU accurately reflect what the board decided upon in the April meeting?

2. Does the board agree to allow nominal use of staff time, equipment, and postage in order to forward Chehalis-related documents and information between KBOO and Common Frequency.

 

Concern over the benefit to KBOO

Answer that if awarded, which could be imminent, KBOO could recoup costs spent by KBOO

Understanding that $8400 is guaranteed

MOU is an addendum to prior agreements

 

Motion: Does the board approve the new MOU as a reflection of what the board decided in the April board meeting?

Seconded

5 in support

2 opposed

Motion carries

 

Motion: The board approves allowing nominal use of staff time, equipment, and postage in order to forward Chehalis-related documents and information between KBOO and Common Frequency.

Seconded

 

6 in support

1 abstaining

0 opposed

Motion carries

 

6. Dissolution of staff collective

 

Motion: To officially dissolve the staff collective

Seconded

6 in support

1 abstaining

0 opposed

Motion carries

 

7. FCC non-citizen rule

Suggestion that someone contact constituency services

Date for the "special meeting" would be Oct 21

Belief expressed that it should be called at the annual meeting

Response: Bylaws require 14 days notice for a special meeting.  Because we will not know whether we will need a special meeting until after the election, the board cannot call a special meeting prior to Sept 15

Question: would the next vote getter take the vacant seat

Answer: No because it would be a vacant seat to be filled by appointment.  The board can appoint the next highest vote getter.

 

8. Chief engineer job description

Interim is allowed to apply

Suggestion made that because the proposed budget includes 40 hours and because we are doing a staffing assessment that could affect the position that it be tabled

 

Staffing assessment recommendation should be to the board in February or March

Concern regarding budgeting for a full time engineer and other contractors

Full time engineer should not need the contract support

Suggestion to maintain the current structure with an eye towards the assessment and sustainability

Personnel/Governance Committee member noted that it simply advises the board and if the board chooses to put off until later, no worries

 

Concern over changing job description for a new hire

Motion tabled

 

9. Board led fundraising

We have 30 days to raise the money

We have raised $500

Judy sent around a letter

If we don't raise it, it will add $6000 to the deficit

Lynn encourages all to talk to her

 

10. Committee Reports

Finance Committee: midyear controllership-Paula will report on the review of the internal controls

 

Programming Committee: Listener surveys are being presented every other week

The committee is working on the rights and responsibilities of programmers

 

Personnel & Governance Committee: Much of the committee's work is on pause with the changes, assessments & consultants.

Engineering job description finalized.

 

Nominations Committee:

Annual Meeting is coming up on September 15 at People's Food Cooperative's Community Room. 

The committee will be counting the ballots this year and, if a recount is requested, a CPA has agreed to recount.  The CPA also approved of our election procedures.

 

 

Development Committee: A draft of fundraising plan has been presented to the committee.

 

 

9. New business-

Motion: To refer to the Personnel and Governance Committee to develop a conflict of interest policy for directors and staff

Concern that the committee has a conflict because it is staffed by staff who are conflicted

Suggestion made that it should go to a special committee

Observation made that we will be getting a policy revision over the next few months

Concern is that with budget approval in September, there could be conflicts on the board due to close relationships with staff who might be facing cuts.

 

Motion withdraw

 

Ajourned at 8:15

no

2011 Meeting Minutes

no

Meeting of the KBOO Board of Directors 2011/12/19

 KBOO BOARD Minutes

Monday, December 19, 2011
 
Board members present: Lyn, Keller, Marc, Alicia, Paula, Michael, Judy, Chris, Conch, Hadrian (note that Chris did not vote and left at the closed session)
Staff members present: Ani, Zale, Debbie, Andrew, Jenka, 
Public Present: Kurt Lauer, Calvin Littlefield, Per Fageren, Grace Marien, Danielle Parks
 
1. Ground rules/check in
 
2. Public Comment I
 
3. Agenda approval
Agenda approved as amended by consensus
 
4. November minutes approval
November minutes were approved by consensus
 
5. Introduction to Collective Management Proposal
Zale: staff presents an update to the collective management proposal in preparation for future board/staff retreat
 
6. Request for unpaid leave
Jenka: Requests approval for a temporary position to fill her position while on leave
The cost will be $4680 which will be a small savings for KBOO
Motion to approve 25 hours a week for 12 weeks at $14.06, temporary with no health benefits
Discussion regarding whether it is a board policy decision or a staff operational
Because the request exceeds $1000, it must be for board
Concern expressed that the agenda item was not clear that it was a request for a temporary position rather than a request for unpaid leave.
Motion approved by consensus
 
5. Membership update
Andrew Geller: Handed out graphs and a narrative illustrating an historical view of KBOO membership
Listenership is a little lower than a decade ago
Membership is approaching where it was a decade ago
KBOO has just over 5000 paid members
There is an increase in the number of listeners who are members
The percent of listeners who are members is above 10% which is great for public supported radio
There is still a lag between listenership and membership
Some incomplete data going back 30 years had been located
KBOO has experienced a drop in the number of first time members
Question regarding plans in membership department to increase numbers
Andrew explained that the presentation is informational not a strategic planning presentation
Suggestion made that KBOO consider taking credit cards for monthly donations.
 
6. Contracts
Radio Vietnam
FM Korea
IT 
 
Question about whether item was appropriate for the board or more an operational decision for the staff
The SCA contracts are not in the budget
 
Motion to approve SCA contracts and shut them down as soon as they stop paying
No second
 
Concern about confidentiality- are the discussions to be in closed session
Motion to discuss in closed session
 
 
IT contract
The current contract ends at end of year
The contract is to maintain IT equipment
Money for the contract already budgeted
 
Motion to remove item
8 For
1 Abstain
(Chris did not vote)
 
Motion that the SCA contracts (Radio Vietnam & FM Korea be remanded to staff
8 For
1 Abstain
(Chris did not vote)
 
7. Personnel Issue
 
Motion to move to closed session for contract and empoyee issues
8 For
1 Opposed
(Chris did not vote)
 
Motion: The staff collective is the station manager for purposes of policy 21 and is empowered to act accordingly.  In the instant situation, the collective shall inform the executive committee of any major actions in the disciplinary process within 48 hours of that action.
 
7 For
1 Opposed
1 Abstention
 
Motion that staff collective immediately seek out human resource training
No second
 
8. Staffing needs assessment report
 
Judy presented recommendations from the Staffing Needs Assessment Workgroup
Notes that the recommendation is based on a staff collective model
Emphasized that the board needs to make a decision regarding staff collective
The goal was to get as many staff up to 40 hours instead of many fractured positions
The first priority is to increase revenue
The membership department needs 40 hours
Underwriting has no change because it brings in revenue
Development is a struggling department
Personnel committee will look at the following positions
Finance coordinator and finance assistant
Facilities 
Engineering
Suggestion made to develop alternative proposals in the event that the board does not approve collective management
Response that the process to develop this proposal was quite involved and to do that for multiple structures would create a huge amount of work
That appears to be beyond the scope of the group
Discussion regarding timelines
Suggestion for 30-day notice for loss of benefits
 
Motion: Board supports 30-day notice to staff of any reduction in hours or benefits
Discussion regarding financial ramifications of the motion
 
Motion: To amend the motion to approve amounts as budgeted by workgroup per department and for the workgroup to work with staff to refine how the amounts are allocated within the department
Amendment:
8 For amendment
1 Abstain
 
Full Motion:
7 For
2 Abstain
 
9. Development Director job description
 
Proposal presented to the board
Motion: To adopt job description
Salary needs to be determined
ADA compliance issues regarding the level of activity
 
Amendment: to add ADA compliance
Amendment: remove salary amount
 
Does the job description need to specify hours and hourly or salary?
 
Amendment: 30 hour position with no salary listed
 
Final wording will be done by committee and will be emailed to the board
Final decision on the text will be done by the personnel and governance committee
 
The board reaches consensus to approve the job description with the amendments.
 
10. New Business
Agence France-Presse (AFP) payment
 
The payments for AFP not budgeted but the contract was not cancelled in a timely manner
News department negotiated and AFP agreed to a 50% reduction but total is still $2480
Motion: to approve the payment
Total amount $2480 through May 31
8 For
1 Abstain
 
 
Meeting adjourns at 10:00
no

Meeting of the KBOO Board of Directors 2011/11/28

 KBOO BOARD Minutes

Monday, November 28, 2011, 6:00-9:00 p.m.

 

Facilitator: brush

Minuter: Marc

Vibes:

 

In attendance: Michael, Judy, Paula, Alicia, Chris A, Keller, Sw Conser, Lyn, Hadrian

Staff: Ani, Zale, Chris

Public: Gary Betts, Louis Sowa, Kurt Lauer, Becky Chaio, Shaheed Haamid

1.      Ground Rules & Focus: brush                                                       

·         brush defines his role as meeting facilitator

 

2.      Agenda Review: Conch                                                                  

·         A request was made for an agenda slot for "new business"

·         Agenda approved

 

3.      October Minutes Approval: Marc                                    

For: 8

Stand Aside: 1

Opposed: 0

 

Public comment

Gary Betts re:KBLU

 

4.      Public  Comment I

·         Gary Betts representing KBLU spoke about the challenges and progress regarding starting a community radio station (KBLU) in Pendleton using a frequency owned by KBOO

 

 

5.      Staff Evaluation volunteers: Ani                                                   

 

·         A request for volunteers to be on staff evaluation teams

·         Keller -Development Director

·         Conch-Web Coordinator

·         Lyn-Membership Director

·         Marc-Engineering

·         Alicia-PM News

 

6.      Staffing Needs Assessment Group                                              

Judy

 

·         The Staffing Needs Assessment Workgroup is currently in the middle of things

·         Judy explained the handouts she had emailed

·         Those documents are broken down into short-term recommendations and long-term goals

·         There may be a reallocation of responsibilities among the staff

·         The group is also investigating the automation of certain tasks

·         Outsourcing IT responsibilities will free up staff time but there is a question of where the money will come from to pay for such a contract

·         A clarification was made that the IT contract under consideration is separate from the IT contract already in place

·         Possibility of recommending a new administrative position to take on basic administrative tasks and coordination

·         A suggestion was made to keep other workgroups informed on the progress of the staffing needs assessment workgroup so as to not duplicate work

·         The group hopes to have a recommendation before the next board meeting.

 

7.      Staff Collective update                                                                   

Judy & Zale

 

·         There is an effort to look at a staff collective in a broader view with alternative structures such as a management team

·         Questions have come up about whether someone can opt out of a collective management structure

·         If so, would that apply only to new hires or could a member of the collective decide to opt out at any time

·         Perhaps there would be a period of time where a staff member would decide whether to join the collective

·         Survey results have been communicated to the board and staff

·         On the survey, a staff member reported intimidation.  Staff has no specific information on intimidation or threats of retaliation, due to the confidentiality of the survey. Short of breaching a person's privacy

·         Question of how the board addresses an atmosphere of intimidation

·         The staff is questioning whether they have the skills required for a collective management structure

·         Concern was expressed that the staff has had a year and a half to debate the idea of collective management and still has not reached consensus

·         Question about what the impact of the survey has been on the staff

·         There has been some interest in board/staff retreat to further investigate the idea of how a collective would look

·         Interest in the board concerns being brought to the staff

·         A request was made for a decision-making timeline

·         Does a decision need to be made by the January meeting?

·         The collective will hopefully have something by January

·         A concern arose over the ability, under collective management, of KBOO maintaining a consistent long-term vision

·         Another concern involved potential liability for the board in a collective management structure

·         How will the collective management be compensated?

·         Staff survey shows support for collective management with some qualifications

·         90% think collective management should be tried

·         50% of staff felt that having a station manager is not a viable option. Although 2 staff felt that having a structure with a shared management by 2 - 4 people could be a good option

·         A concern arose over the use of staff hours in developing a plan

·         The process needs to move along

·         Regarding the issue of intimidation, a staff members present is not aware of any intimidation

·         Strong support for a final deadline to make a decision

·         Belief expressed that there are the skills among the staff to operate in a collective management model

·         Are there further ideas on the “management track” model?

·         Full collective vs “management team” models

·         Some discussion regarding the process for the staff/board retreat (ie: dates, place, etc)

·         Concern expressed that there is not the collective long-term memory on the board and that this has all been done before (specifically, holding a retreat to discuss collective management) and, therefore, what is the point to do it again if nothing has changed?

 

Motion: Whoever is interested, submit an agenda, place, time, and date for a retreat to the board via email for the board to decide whether to have a retreat.

Seconded

For: 7

Abstain: 1

Opposed: 0

 

Keller and Alicia will set an agenda and make a plan

 

 

8.      BREAK

 

9.      Closed Session                                                                                            

Motion for closed session for personnel matter

Seconded

Consensus

 

Open session

Motion: Affirm the actions taken by the Finance Coordinator regarding Engineer salary issues

Motion: Send to Personnel and Governance Committee the question of Board of Labor and Industries compliance.

 

Consensus

 

10.  Background on the Chehalis Transmitter                                               

Conch, Debbie, Chris M

 

Motion: Table agenda item until December meeting

No second

 

 

·         KBOO was granted a permit and had 90 days to decide whether the transfer the permit or begin construction

·         A challenge was made to the license

·         The appeal tolled the 90-day deadline

·         KBOO won the first round of appeals

·         FCC ruled that KBOO gets the frequency

·         An additional appeal has been filed, we have responded

·         We are likely to prevail in this round of appeals

·         If we win, we have 90 days to begin construction or transfer the permit

·         Common Frequency agreed to compensate KBOO costs in exchange for the license which it would hold for a non-commercial station

·         Concern expressed that the license is costing KBOO money at a time that we are cutting staff hours

·         Was there board approval to continue forward with the application process

·         There was an attempt to bring to the executive committee but no meeting was scheduled

·         Concern expressed that the $9000 was not included in the budget

·         Did the board ever approve the initial amount and did we approve the additional expenses

·         The purpose of the motion is to affirm the board’s decision from two years ago to move forward with acquiring the license

·         If we decided to retain the license for ourselves, would we be in breach of the agreement with Common Frequency?

·         Yes, we would need to settle with them

·         If KBOO kept the license, would we need to change it?

·         No, it can be a repeater without a change

·         Comment that the board never approved that the foundation would run a station

 

11.  Motion: “That the KBOO Foundation retain the Chehalis FCC                       

license for use by The KBOO Foundation and its

members.”

 

Motion withdrawn

 

·         Comment that no costs will be expended between now and December

·         A concern that board votes are aspirational and the staff needs to operationalize and if no money then no action

 

Motion: That requests for Executive Committee Meetings be made by phone and email

Seconded

For: 7

Abstain: 2

Opposed: 0

Note: Paula would prefer just an email.

 

Board requested further updates on the Chehalis Transmitter issue

 

12.  Board meeting facilitator discussion and vote                          

Decision on whether to continue with brush as

board facilitator

Conch

 

·         It appears the be the sense of the Executive Committee to extend the facilitation contract for three months

·         There is also a call for clarity in the distinction between the facilitator and board president and training

Motion: To refer to the Finance Committee to determine and propose a fair rate for the facilitator

Motion Seconded

Consensus

 

Motion: For a three month extension of the facilitator contract and opportunity to extend and clarify the role of the facilitator.

·         Discussion about whether the facilitator should be a facilitator or a a trainer

Motion Seconded

Consensus

 

13.  Motion: To refer to the Personnel and Governance Committee the task of developing a board calendar.

·         The calendar should include at least:

o   board meeting dates

o   schedule of staff reports

o   due dates for agenda items

o   Return to board in January meeting

Motion Seconded

For: 8

Absention: 1

Opposed: 0

 

14.   “That the KBOO Foundation recount all the 2011 ballots,      10 minutes

including the 12 ballots rejected by Linda Barkus, CPA,

for not having a signature on the envelope”

·         Motion & Decision

Michael

No second

 

Motion: To affirm that the election was done according to all procedures and Oregon law

Seconded

 

For: 5

Abstain: 2

Opposed: 1

 



15.  Agenda Item Request Form                                                          

Marc & Conch

·          Item withdrawn

16.  Committee Updates:                                                          

·         Personnel & Governance

o   Stuck at the Development Director Job Description

§  The personnel/governance committee made changes to the job description and forwarded it to the board this past July.  No board action was taken

§  Request was made that the altered job description be sent to the board for review in December.

o   Considering proposing changes the Section 8 of the bylaws

§  A draft will be created for the future to present to the board

§  Had a presentation on the staff hours

·         Nominations Committee

o   See minutes

·         Programming Committee

o   Spintron is working well (music identification software)

o   Occupy Portland second stream going well

o   Surveys workgroup will talk to Lyn

o   Firesign theater will be broadcasting to replace a show

·         Finance Committee

o   concern with Interim Development Director and the open hiring process

o   Wants process to move foward

o   Staff would like to move forward

o   Job description not appropriate

o   Board needs to advise on the job description

o   Ani, Zale, Alica,  Paula, and Judy someone to email to move process forward

·         Development Committee

·         Engineering Workgroup

·         Strategic Planning Workgroup

o   Talking about how to keep board informed

 

17.   Public Comment Period II                                                

 

 

Future Agenda Items

 

1. Reinstatement of Marcus Mosseley/Spider Moccasin

 

2.      Motion to refer to Personnel and Governance Committee      

re: E-mail communication and vote

“I move to refer to the Personnel and Governance Committee

these questions about board, staff, and committee emails:

a.      Is KBOO required to have board, staff and committee

email lists that are open to anyone who signs up for them?

b.      If not required, what guidelines should we have about

who can be on board, staff, and committee email lists

other than board, staff, and KBOO members

currently serving on a particular committee

Hadrian

 

dev staff member job description

no

Meeting of the KBOO Board of Directors 2011/10/24

 KBOO BOARD MEETING MINUTES

OCTOBER 24, 2011

 

Directors present: Paula, Lyn, Marc, Alica, SW (Conch), Judy, Keller, Michael, Chris, Hadrian

Directors absent: Marie

Public attendees: Kurt Lauer

Staff atendees: Zale, Ani

 

Commitments:

-Keller to write a letter to Maire

-Judy to provide an update in November on the Staffing Needs Assessment analysis.

 

1. Board Check-In

 

2. (Re-)Intro of brush as Facilitator

 

Brief discussion on decision-making process

Consensus model vs Roberts Rules of Order

 

3. Approval of agenda

 

Michael moves to add an agenda item to discuss a proposed recount in regard to the recent elections

No second

 

Michael moves to add an agenda item regarding the failure of the Personnel and Governance workgroup to do what it was charged to do by the board.  Specifically, to have the workgroup seek consultation with legal counsel regarding whether the combination of the committees is permitted by the foundation bylaws.

 

Seconded

No support

 

Board consents to the agenda.

 

4. Approval of Board Minutes

 

Board unanimously approves the September 2011 minutes.

 

5. Personnel & Governance Workgroup Update & Vote

 

The question for the board is whether to recombine the Personnel Committee and Governance Committee

 

Some concern expressed over lack of a board representative on the Governance Committee

 

A request was made to refer the issue back to the workgroup or a new Governance Committee to do what it was charged to do or, in the alternative, for the board to act without the advice of the workgroup.

 

It was clarified that there are more board members of the Governance Committee

 

The Workgroup proposes to recombine the Personnel and Governance Committees

 

A summary of the report was presented to the board

 

A motion was made to recombine the Governance and Personnel Committees to the status quo ante.

Motion seconded.

For: 6

Opposed: 0

Abstain: 1

 

Motion passes.

 

6. Appointment of Board Officers & Committee Liaisons

 

President: S.W. Conser (Conch)

Vice-President: Judy Fiestal

Treasurer: Paula Small

Secretary: Marc Brown

Member at large: Keller Henry

 

Concern about the number of board members on each committee

Paula moves to limit each committee to no more than two voting members

Motion seconded

Desire for secret ballot expressed

Paula moves to amend the motion to vote on each committee as a whole aside from the Personnel/Governance Committee and Nominating Committee

Amendment seconded

For amending: 8

Opposed to amending: 0

Abstain: 1

 

Vote on the motion as amended

Board consents

For: 9

Opposed: 0

 

Secret ballot held for Nominating Committee

Marc: 9

Lyn: 9

Alicia: 8

Keller: 6

Paula: 5

 

Programming Committee: Lyn

Personnel/Governance Committee: Alicia, Keller

Finance Committee: Paula, Chris

Development Committee: Hadrian, Keller

Engineering Workgroup: Keller

Web Liason: SW (Conch)

Strategic Planning Workgroup: Judy, Chris

Nominating Committee: Marc, Keller, Alicia, Paula, Lyn

 

 7. Public Comment I

 

BREAK

 

8. Motion to Remove Maire Cullen-Gilmore, Board Member, for cause

 

Motion presented by Paula:

 

I move to remove Board member, Maire Cullen-Gilmore, pursuant to Article VI, section 8(b) of KBOO Foundation's bylaws, for "conduct harmful to the corporation."

 

Motion seconded

 

A suggestion made that the issue should be sent to the Nominating Committee.

A member moves to send the issue to the Nominating Committee

No second.

 

A board member asked that the specific behavior be stated.

Absenteeism

For cause: She was listed as attending a meeting where there was a discussion about sabotaging the spring fund drive. 

That fact was confirmed by a candidate at the annual meeting

Her behavior has been harmful to the foundation and in conflict with her fiduciary duties to the KBOO Foundation

Is that information hearsay or was it witnessed by someone

It was stated by a candidate who tried to excuse the action as a way to put out information but the minutes of that meeting stated otherwise.

An objection was made on civil liberty grounds

Maire is not recorded in the minutes and may have been asleep during the meeting as far as the board knows

 

It was pointed out that the board needs directors who attend meetings

Attendance is a separate issue

Maire is absent from the board meeting again

 

Amendment to the motion: To remove for failure to attend board meetings pursuant to Article VI, Section 8(a) of the KBOO Foundation Bylaws for missing three or more board meetings per year, including the annual meeting.

Amendment seconded.

Board consents to the amendment

 

Vote on motion as amended

For: 7

Opposed: 1

Abstain: 1

 

Motion passes.

 

Keller proposes that she write a letter to Maire

It was pointed out that the letter should come from the secretary

Secretary proposes to delegate to Keller to write a letter

Board consents.

 

9. Staffing Needs Work Group Update

 

Judy explains the history and process of the workgroup

The group felt that neither proposal had a strategic view

The group recommends to temporarily accepting the staff majority proposal, for 90 days, to reduce 5 hours from every full time position.

The workgroup will be empowered to take on a staffing needs assessment.

 

Motion to approve the proposal as follows:

 

“The Board endorses the staff majority proposal to cut hours in positions TEMPORARILY - for ninety days. During that time the Staffing Needs Work Group will develop a plan to do a “staffing needs assessment” at the station and make a recommendation on staffing needs by the December board meeting.  In addition, all interim hires will continue until a staffing level proposal is determined.”

 

Question raised regarding the benefits for the Youth Advocate Trainee Coordinator

A director wants to stay with the original recommendation with the benefits cut

 

Motion to amend the proposal to remove the Youth Advocate Position from the proposal and send the question of paid time off (PTO )and comp time to the Personnel/Governance Committee.

Motion to amend seconded

Board consents to amending the proposal

For: 9

Opposed: 0

 

Vote to accept the proposal as amended

Board consents

For: 9

Opposed: 0

 

Judy will provide an update in November for a vote in December.

 

10. Public Comment II

 

Meeting Adjourns

 

no

Meeting of the KBOO Board of Directors 2011/09/26

 KBOO BOARD OF DIRECTORS MINUTES-September 2011

 Board members present (during quorum): Chris Andreae, Kurt Lauer, Judy Fiestal, Erin Brand, Keller Henry, Michael Papadopoulos & Paula Small.

Board members absent; Becky Chiao (gave notice of absence from the meeting), Hadrian Micciche (gave notice of absence from the meeting, Maire Cullen-Gilmore & Mireille Villarqui.

 Pete Meyers resigned prior to the Board meeting.

 Board members-to-be-seated: Alicia Olson, Lyn Moelich, S.W. Conser & Marc Brown.

 Members of the public: Debbie Rabidue, Andrew Geller, Per Fagereng, John Mackey

 (Note: Quorum not present.  All notes prior to quorum are informational only.)

 Thank You to Outgoing Board Members / Welcome to Newly-Elected Board Members

 Paula thanks the outgoing board members

Ani thanks the outgoing board members on behalf of staff and thanks new board members

 (Re-)Introduction of brush as Board Meeting Facilitator

 Thanks everyone for participating in meetings

Explains his role to support the board and facilitate communications and focus conversation and clarify process

 Public Comment I

 Andrew Geller

speaking as a single staff person

asks the board not to make budget decision that would hamper fundraising

 Discussion on whether the public comments should be recorded

 Orientation/packets/nominating committee

 introduction of new board members

Brainstorming what should be in the packet

Questions regarding decision-making process

Orientation on Oct 17

 Keller has a request from personnel committee to set up a process to improve communication between board and committees

Need to get feedback on development job description

 Erin passes out letter from CPA with audit letters and financial statements

 (quorum reached at 7:12, Meeting called to order)

 Review of the findings and conclusions of the audit by financial coordinator

 7:21  FY12 Budget Proposal from Finance Committee & Vote

 7:23  Propsal has a $15,000 deficit in financial committee recommendation

7:30  Questions regarding proposal

How do we quantify volunteer hours?

Request for more details on development position

 7:40  BREAK

7:55 MEETING RESUMES

 Budget proposal continued

 Staff salaries discussed

finance committee recommends a lump sum for employee costs

working group would consider everything and determine specifics

8:05  Staffing wages 9.3% decrease in proposal

8:10  discussion on staffing details

 8:15  Erin moves for the board to approve budget proposal

Paula seconds

Vote called

 In favor 6

Opposed 0

 Erin asks for clarification on the makeup of the workgroup

Finance coordinator describes the recommended makeup

Question regarding whether the meetings will be open

Answer: dealing with personnel issues so not open

 (8:21 quorum lost)

 (8:27 quorum regained)

 8:27  Erin moves to form workgroup to get staffing levels for 2012 budget

Chris seconds

Workgroup to consist of the following:

Board representative

Staff representative

Finance committee representative

Personnel committee representative

Debbie

 Vote called

 In favor 6

Opposed 0

 8:30 Erin moves for board to approve extended hours for the finance asst and admin asst through end of november

Keller seconds

Vote called

In favor 6

Opposed 0

 8:32 call to designate board representative

discussion

 (8:35 Quorum lost)

 Executive committee will meet at a time to be announced

 NEXT BOARD MEETING OCTOBER 24, 2011 at 6:00 pm.

 

 

no

Meeting of the KBOO Board of Directors 2011/09/04 - Executive Committee

 

KBOO Executive Committee Meeting Minutes
September 4th, 2011 – Three Friend Coffeehouse
 
In Attendence:
Kurt Lauer – President
Erin Brand – Treasurer
Keller Henry – Member at Large
Paula Small – Board Member
 
Meeting begins at 11:20am
 
 
Action Items:
 
The Executive Committee approves hiring legal representation for a personnel issue. Chris Merrick and Andrew Geller will be staff representatives to the lawyer.
 
The Executive Committee approves up to $2,000 for IT services.
 
Meeting ends at 11:50am
 
Commitments:
 
Erin will type up and send out minutes from the meeting.
 
Paula will follow up with Chris and the rest of staff about possible referrals for IT services.
 
Paula will notify Chris and Andrew about being staff reps to lawyer.
no

Meeting of the KBOO Board of Directors 2011/08/22

Regular Meeting of the KBOO Foundation Board of Directors, August 22, 2011

Place: KBOO offices

 

Proper notice of the meeting was given.

Present: Keller, Paula, Kurt, Becky, Hadrian, Pete, Michael, Chris A.

Absent: Judy, Nia, Maire, Mimi

A quorum was present.

Staff liaisons present: Zale, Ani

All times p.m.

 

6:08     Board check in.

 

6:13     Public comment period #1.

 

617      Reintroduction of Brush as facilitator.

 

6:23     Approve July 2011 board meeting minutes.

Becky makes a motion to approve the July 2011 minutes.

Erin seconds the motion.

6 for

0 oppose

1 abstains

The motion carries.

 

6:25     Governance Committee appointments and charter.

Keller makes a motion to recombine the Governance and Personnel committees into one committee.

Becky seconds the motion.

Hadrian makes a motion to refer such issue to a workgroup for review of whether such recombining action is permitted by the bylaws or in the best interest of the foundation.

 

Discussion that led to above-worded motion: Keller believes we should have consulted with the committees and its members; we acted rather than consulted. She offers the rationale of the original combination being convenience, as the two committees consisted of the same members. Ani concurs. Michael reiterates that decision at the July 2011 board meeting re creating the Governance committee was within the board’s power and binding and is hesitant and vigilant about the dangers and risks of reversing that decision. Ani quoted language from a document re something “not limited to”; that the PersGov Committee could be combined. She also wants to know what the Governance Committee’s charge would be. Erin agrees with Paula that the two committees should remain separate. Hadrian raised a point of order, calling for the issue to be referred to the proposed ad hoc committee. Paula made a friendly amendment, namely, that it not be an ad hoc committee, but rather a workgroup. Hadrian accepted the friendly amendment, then reiterated his motion, merely substituting “workgroup” for “ad hoc committee.” Standing motion is to refer Keller’s motion to a workgroup. Hadrian accepted as friendly amendment: that workgroup have charge of seeking consultation with legal opinion to see if such combination or recombination is permitted by the bylaws.

Kurt calls for the vote.

6 for

1 opposes

0 abstain

The amended motion carries. The workgroup consists of the members of the Personnel Committee and the Governance Committee.

 

Hadrian makes a motion to appoint to the workgroup one person opposed to the motion just voted upon, one neutral, and one in favor.

The motion is not seconded.

The motion fails.

 

7:13     Break

 

7:33     Board member attendance. Maire as example. Straw poll suggested by Brush. Michael believes there to be ADA issues. Keller disagrees. 5 people would put it to an agenda item, 1 would not, 3 abstain.

 

7:50     Discussion re closed session re personnel decisions.

Hadrian makes a motion to move into closed session to consider people working as independent contractors and temporary employees.

Erin seconds the motion.

Michael makes a friendly amendment that we discuss named individuals. The amendment is rejected.

Kurt calls for the vote.

7 for

1 opposes

0 abstain

The motion carries.

The board moves into closed session.

 

Hadrian makes a motion to end closed session.

Kurt seconds the motion.

Kurt calls for the vote.

8 for

0 oppose

0 abstain

The motion carries

The board moves out of closed session.

 

8:52

Erin makes a motion to continue the interim positions of finance assistant, development director, and chief engineer to November 1, 2011.

Keller seconds the motion.

7 for

0 oppose

1 abstains

The motion carries.

 

Paula makes a motion that Chris Merrick negotiate a contract with Robert Leigh.

Chris A. seconds the motion.

The vote is unanimous.

The motion carries.

 

8:56     Committee reports

Ballots in the mail. Agenda for annual meeting. On-air forums with the candidates August 29 or 30.

The other committee reports will be submitted in writing.

 

Director Nia Lewis tendered her resignation, thereby creating a vacancy on the Executive Committee.

Erin makes a motion to appoint Keller to the Executive Committee

Kurt seconds the motion

7 for

0 oppose

1 abstains

 

Public comment period #1.

 

Keller makes a motion to adjourn the meeting.

Kurt seconds the motion.

The vote is unanimous.

The motion carries.

 

Next regular meeting of the Board of Directors: September 26, 2011.

 

Meeting adjourned at 9:10 p.m.

 

no

Meeting of the KBOO Board of Directors 2011/07/25

 Regular Meeting of the KBOO Foundation Board of Directors, July 25, 2011

Place: KBOO offices

 

Proper notice of the meeting was given.

Present: Keller, Paula, Kurt, Becky, Judy, Nia, Hadrian, Pete, Chris A., Michael

Absent: Mimi, Maire

A quorum was present.

 

6:09 p.m.: Board check in.

 

6:18: Reintroduction of Brush as board meeting facilitator.

 

6:32: Consent Agenda presented by Paula.

1.      Appoint Pete as Secretary of the Board.

2.      Approve June 2011 Board meeting minutes.

3.      Approve grant application proposal.

4.      Strategic Plan Implementation workgroup.

5.      Approve amending bylaws re finance committee

6.      Review June’s “next steps.”

7.      Approve Brush as Board meeting facilitator.

8.      Separate the Personnel/Governance Committee into two committees.

 

1.      Appoint Pete as Secretary of the Board

Erin makes a motion to appoint Pete as secretary.

Nia seconds the motion.

The vote is unanimous.

The motion carried.

 

2.      Approve June 2011 Board meeting minutes.

Judy makes a motion to approve the June minutes as amended, with corrections.

Becky seconds the motion.

Discussion: Michael cannot approve the minutes because they go beyond mere minutes. Refers the question to the governance committee re content of minutes. Becky asks that board members submit suggested changes or amendments to the minutes than approve.

6 for (Erin, Paula, Kurt, Nia, Hadrian, Becky)

1 opposes (Michael)

3 abstain (Pete, Keller, Chris)

The motion carried.

 

3.      Approve grant application proposal.

Grant application proposal (for the Community Consultancy Project of the Organizational Development Network)

Judy makes a motion to apply for the grant.

Paula seconds the motion.

Discussion: Keller asks about additional fees. Hadrian responds that it is a flat $50 fee and we cover our own costs, as necessary, such as printing and mailing. Hadrian will circulate a copy of the application packet.

Kurt calls for the vote.

The vote is unanimous.

The motion carried.

 

4.      Strategic Plan Implementation workgroup

Erin made a motion that the Board support the SPI workgroup comprising Judy, Becky, Chris M., and Andrew.

Nia seconded the motion.

Discussion: Judy stated that the workgroup would merely function as a project manager. Keller stated that she believed the workgroup would flesh out the Plan more, not simply ensure that timelines were met. Michael stated that the proposal under discussion was unrefined and questioned the authority of the workgroup for the purpose of advising the Board, that the Bylaws do not provide for this type of group.

8 for

0 opposed

1 abstained

The motion carried.

 

5.      Approve amending bylaws re finance committee

Erin made a motion to change the Bylaw language with respect to the finance committee (see attached).

Keller seconded the motion.

The vote is unanimous.

The motion carried.

 

6.      Review June’s “next steps.”

Paula stated that everything in the next steps happened.

 

7.      Approve Brush as Board meeting facilitator.

Becky made a motion that the Board contract with Brush for him to facilitate the August and September Board meetings.

Nia seconded the motion.

Discussion: Chris questioned the authority for having brought in Brush in the first place. Paula answered that his references were checked.

Hadrian called for the vote.

9 for

0 opposed

1 abstained

 

8.      Separate the Personnel/Governance Committee into two committees.

No motion, just discussion.

Michael stated that, according to the Bylaws, the Personnel Committee is that the only one that exists; there is not Governance Committee mentioned in the Bylaws. He suggests that the Personnel Committee be separated from the personnel/Governance Committee, and then the personnel Committee can go off and do what it does. If the Board wants a governance committee, the board must create it and charge it. Michael and Hadrian agreed to draft the language for a relevant motion over the break.

 

7:39: Break

 

Michael made a motion to create a governance committee under Article 8, Section 3 of the Bylaws to advise the Board on matters of governance.

Hadrian seconded the motion.

Michael restated the motion that the current Personnel/Governance Committee be reformed as the Personnel Committee and that the Board create a governance committee under Article 8, Section 3 of the Bylaws to advise the Board on matters of governance.

Becky makes a friendly amendment to appoint Michael and Hadrian as members of said committee.

9 for

0 opposed

1 abstained (Nia)

The motion carried.

 

Discussion re Collective Staff Management proposal.

 

8:47: Keller made a motion to move to closed session to discuss matters relating to individual employees.

Nia seconded the motion.

9 for

1 against (Michael)

0 abstain

The motion carried.

 

9:25: Keller made a motion to move out of closed session.

Nia seconded the motion.

9 for

0 against

1 abstained

The motion carried.

 

Further discussion re Collective Staff Management proposal.

 

Discussion re banning. Referred to Governance Committee.

 

Review Policy #1: Tabled.

 

Nominating Committee report: Seeking Board approval to put four positions on the ballot, but only one person had announced as a candidate. Must mail annual meeting notice to members by August 17, 2011.

 

Personnel Committee report: Prepared to have Board review and approve job description for Development Director.

 

Next regular meeting of Board: August 22, 2011.

 

Meeting adjourned at 9:52 p.m.

no

Meeting of the KBOO Board of Directors 2011/06/27

KBOO Board of Directors

Monthly Meeting

June 27, 2011

 

Present

 

Kurt Lauer,  President

Erin Brand, Treasurer

Maire Cullen

Hadrian Micciche

Mimi Villarqui

Becky Chiao, Notetaker

Paula Small, Vice President

Judy Fiestal

Chris Andrae

 

Staff—Ani Haines, Zale Chadwick

 

Public visitors—

Louis Sowa

Mark Allyn

Per Fagereng

Dave Mazza

Alicia Olson

Herschel Soles

Bruce Silverman

VJ Beauchamp

Kathy Bushman

Yvette Maranowski

Glen Owen


unfinished sentence: Chris in the interests of saving time—we should hire a manager and then implement a Strategic Plan
collectively.

 

brush providing facilitator services

Paula Chairing

 

Intro brush  as facilitator this month and next month’s meetings

 

He’s honored to be here working with us at KBOO.  He wants to help us work effectively as activists

 

Camera from Portland Alliance,  Ani is facilitating

 

Michael came in to the meeting to applause

 

brush tried to go on with his facilitation.  Michael made a point of order challenging brush’s facilitation of the meeting.  brush said that he wasn’t taking over as President.  Paula and Hadrian talked about the facilitator.  Michael said the issue of facilitation can be addressed by the ad hoc committee.  brush said that  Kurt will be presiding over the meeting.

 

Maura said should we have a vote about this?  The bylaws are specific.  Maybe if we are going to delegate the power there should be a vote.

 

Brush pointed out that this type of issue makes it difficult to carry on board business and that it helps to have these issues raised prior to the meeting.

 

Glenn Owen was hissing while Ani spoke about the history of bringing in note takers and facilitators.

Michael read from the bylaws about the President shall preside over board meetings and the VP powers.

 

Judy interprets shall preside as meaning that Kurt is presiding and that brush is facilitating.

 

Judy moved that we engage brush to facilitate this meeting and the meeting.  Hadrian seconded.  Erin seconded the amended version

 

Discussion—Maire suggested that in the future we send the president to facilitation training.

 

Zale suggested an amendment that is reflected in text of the motion above.

 

Dave Mazza said that he has been on many boards and that a president can delegate tasks but still has responsibility.  Glenn started hissing again and Dave said he was very disappointed to see people acting with such lack of respect.

 

Michael said he is OK with brush facilitating as long as someone can explain to him how someone can delegate authority to preside.  Per said it has to do with the fact that when you have delegated authority you still have responsibility if it doesn’t go well.  Yvette said the verb "preside" is active not passive and suggested we look at the dictionary definition. 

 

Hadrian offered an operational definition of "preside" for this
meeting: The President will directly handle the legal aspects of the
meeting such as recognizing motions and votes, while allowing brush,
acting under the under the President's supervision, to facilitate the
board's discussion.

 

Vote—6  Paula, Hadrian, Mimi, Erin Becky Judy

2 no—Michael and Maire

1 absention—Chris who just came in

 

Motion passed.  Brush said that shows the challenges and the positive things we have here at board meetings.  He said we have the history of meetings being harder than they need to be that we could experience here.  He honored powerful words that expressed the history of people’s strong feelings about the  he understands that the facilitator has a powerful role and you have to trust that everyone is treated fairly.  A facilitator can also help people with communication breakdowns.

 

He encourages us to focus on what the board can do for the rest of the meeting.

 

MP said he appreciates the need that we have to have trust.  He wants to resolve conflict within KBOO management so that people don’t feel like the only way they will be heard is if they bring a lawsuit.

 

Brush said part of the history of the meetings is that they go on beyond 3 hours and that that length makes the meetings difficult and he would like to help us work toward having tighter meetings.  For that to happen, not everyone gets to say everything they would like to say.  People have to be self aware and brush will also have to intervene sometimes to move things along.  He said, we might not be done at 9.  He would like to practice an experiment on not taking all comments on each topics.

 

We continued the review of the agenda.  Hadrian suggested putting a person with each item, brush said it doesn’t have to be ownership.

 

Ani said she would like to go over ground rules/kboo house rules

Judy pointed out we need to approve minutes and announce the annual meeting.

 

Michael said where are the committee reports?  Brush responded that they were in the email discussions that we could save time by having the reports via email.  Michael objected to that, but we agreed to have the reports  attached to the minutes

 

Michael Papadapoulos—

 

Kurt made a motion  that the Board acknowledge the court order placing Michael Papdopoulos on the Board of Directors as the 13th seated member and to retain said seat until the end of the 2012 election cycle.

 

Hadrian seconded

 

Discussion—Yvette said the original motion was in violation of the judges’s

 

Unanimous (with MP not voting)

 

A motion on unbanning?  MP said he was banned because of litigation and would like it to be lifted.

Hadrian moved to remove the ban on Michael’s presence because the litigation is over.

 

MP said the initial motion was a direction to the staff that they ban Michael.  Ani said it was a board action not a staff action.  Brush said the goal seems to be to undo whatever was done before.

Chris said she has always had a problem with the banning in general.  What about the other people who have been banned?  Hadrian interrupted Chris with a point of order.  Brush said that he is in an ambiguous position, kind of facilitator and kind of not.  He pointed out the issue of interrupting, brush suggested that people address him or the President.  Hadrian acknowledged that. 

 

Judy said that for her to vote on this she would need some certainties on his behavior because of the way he acted at the Community Meeting, taking the microphone out of the facilitator’s hands.

Brush said that if we want to get to all of our work done we need to proceed.

 

Michael’s proposal--he moves that the board rescind it’s motion of February 2009 at which we ordered the staff to ban Michael from the station because of his litigation.

 

Mimi moves  that we remove the ban to allow Michael Papadapolous to complete his work as a board member. Hadrian withdrew his prior motion and seconded this.

 

 

Yvette said that there are laws protecting people who are going into a hostile situation as a whistleblower, there is no language to protect him from retaliation, so this is a bigger issue. Chris said in the future we should look at the policy of banning.

 

Kathy said the house rules indicate that we should be inclusive and that banning seems haphazard and arbitrary.

 

Vote--

Yes--Maura, Michael, Hadrian Mimi Erin Chris

Opposed- Paula

Abstain—Judy and Becky

 

Check-ins—is there some thing you are bringing in that you would like to share for people to know about you tonight.  brush said he is a bit tired tonight.

 

MP said he is glad to be reseated and unbanned so he can now function the way the members wanted him to be when he was elected.  His platform when elected was to examine and reconsider the banning process at KBOO as a cultural item.

 

Chris said she was glad brush is facilitating.  She would like to know what type of hierarchies exist to allow one person to go hire someone.

 

Zale had a good time outside, Becky thanked Chris for having us over.  Erin said she is tired too.  Ani is looking forward to this meeting hoping that we can get through a lot of issues.  Mimi is looking forward to see people observe the house rules.  Hadrian had a good time tabling at the No Fest.  Ani said there are lots of opportunities this weekend at the Blues Fest.

 

Ani talked about the  House Rules—we all need to feel comfortable being ourselves here.  People need to be respectful.  We have a facilitator we should defer to.  People need to feel safe and included and welcome.  When there are differences in opinion we should engaged the idea not the person, be engaged but no personal attacks.  Every day is daily practice in communicating under the house rules to listen and be receptive to work to serve the station.  The house rules were written in 2003  by a group of volunteers, eventually the board adopted them in 2005

 

Public Comment

 

Mark Allyn said he had been on the board for a long time.  And thank you.

 

Dave Mazza said he has been on the Strategic Planning Committee and that the Strategic Plan was very inclusive in comparison to other groups he has worked with, he hopes people will remember that it is a blueprint.  He encourages the board to adopt the plan—and KBOO needs to move ahead.  Don’t have it become a document on a shelf.

 

Kathy likes the house rules and says that she thinks Michael’s treatment was not in accord with the house rules.

 

Yvette is protesting, it isn’t personal, it is political.  It’s not helpful when people make polarizing comments.  She has tried to meet with Kurt and Paula and they wouldn’t.  She doesn’t know how to work with the board when there needs to be conversation.  She thinks there may be an appearance that we are breaking the bylaws by having the facilitator.

 

New Secretary—any volunteers?  We could pay for a minute taker.  Judy says what about Pete?  (He’s not here)  Erin said that nominating committee could ask Pete and then report back.

 

Becky said whoever does become Secretary will have a backlog of minutes to approve. 

 

Judy moved that we approve the April and May minutes

 

Yes-- Judy, Paula, Hadrian Mimi Erin chris

Abstaining—Maura, Michael

 

Erin said the nominating committee should also make sure there is a transition between new Sec. and Keller

 

Motion to give Chris the authority to negotiate contracts with our SCAs carriers—there are two contracts  Radio Korea and Radio Vietnam.  Last month we gave him the authority to renegotiate one of the contracts. This month the second contract is up.  Kurt explained the history to Michael P.

 

Kurt moved that we allow Chris Merrick to renegotiate the contract with FM Korea to the best of his abilities in the interests of KBOO through the end of September 2011.  Seconded by Hadrian.

 

Mimi asked if we can specify an end date of September like we did the other?  (motion amended)

 

Yvettte asked the top three reasons why this is in KBOOs best

 

Yes—Judy Paula Hadrian Mimi Erin, Chris Becky

Abstaining—Michael and Maire 

 

Nominating Committee suggests announcing the  annual membership meeting  on Saturday September 17th  10am-12pm 

 

 Erin moves that the Board of Directors  set the annual meeting for Saturday September 17, 2011. Hadrian seconded.

 

 Erin and Michael pointed out that once the date is set that certain other dates are set in motion by the bylaws.  We need time to print the candidates’ statements and ballots.  Michael asks what could we do to make it a big event so that we can get a quorum of members at the meeting.  Michael says he would make it as a friendly amendment. 

 

Maura said that she is worried about shortening the time to two hours from three.  That isn’t part of the motion, the date and time have not been set yet.

 

Vote—unanimously in favor.

 

Erin said that Becky is the chair of the nominating committee.  All board members can participate in the nominating committee.

 

Michael wants the full board to discuss how to get a quorum.  brush says the details of the annual meeting will come to the board at the July meeting.

                                                                                                              

Nia Lewis came in wasn’t part of any of the votes before this point.

 

Budget Review—Erin handed out Debbie’s mid-year summary.  She said we are ahead on membership because we’d budgeted for a decline not flat.  She thinks Andrew is doing a great job and may not give himself enough credit.

 

Our bank fees are still very high and going over budget because we have a huge increase in web donations.

 

Judy asked what is our expected deficit this year?  $48,000

We had the air conditioner expense and may have other unexpected costs.

 

Chris said that she would like to attend the financial retreat.   It would be for the whole board.  We haven’t scheduled it yet.  Ani asked if there will be staff representation?  Erin said, Debbie and Mel, maybe the staff liaisons, not sure.  Ani said she wants to make sure there is communication, in the past a Station Manager would be there.

 

Other questions to feed the retreat?  Hadrian says it is the biggest obligation for board members the retreat would be for all board members and informed by the staffing/management plan.  The budget has to match the realities of the staffing plan.  Erin said yes that and the Strategic Plan.

 

Scheduling the retreat?  July 17, Paula out of town.  About 4 hours.  Sat Sun July 30-31?  After the next board meeting?   Sunday July 31.  We’ll set the place later Paula will look for an accessible space in the Metro area.  1-5 pm

 

Break

 

8:05 pm  brush welcomed us back said that our scheduling of the budget retreat shows that the board is functioning, despite some hiccups.

 

 

Strategic Plan-30 minutes of time allocated

 

Erin suggested that we go around to see where each person is with it.  Brush said there is a desire for it to be approved and a go around might take up all of the time.    It might be better to have a motion proposed.

 

Chris said that she has heard that there is some push back from people—it is a good idea to hear out concerns.

 

Proposal—discussion—

 

Michael P. said that the strategic plan encompasses the Staff Management proposal.  Is it possible to separate out the Strategic Plan from the management proposal?  Yes that is what we are doing.

 

Hadrian proposes that we adopt the strategic plan as a living breathing document to move us forward.  Erin seconds it.

 

Michael asks what do you mean as a living documents?  Does that mean that it gets changed next week?

 

Judy said we call it a living document because it is a road map—there may be obstructions that we have to change course along the way, but the plan shows the main goals we are seeking to accomoplish in the next five years.  We will need to adapt and keep it moving.

 

Becky asked if after the board approves it will it be released to the public again in meetings?  To the committees?  Kurt said what the board approves would be looked at by on going volunteer/staff and board groups implementing the plan.  Judy said at anytime time goals can be revisited.  The staff generally endorsed the strategic plan but said we still have work to do on it  like the org chart.  The plan suggests assignments and time lines.  But Judy thinks the board should create a work group to shepherd the plan along.

 

Nia clarified if the plan is approved as there are adjustments would they need board approval?  Judy said we’d have a big picture executive summary of what we’d like to see done and if those things are changed in any real way that the board would approve, but if a timeline is shifted for example then we wouldn’t need board approval, but we would entrust the working group to make those adjustments.  We will need to seek funding, the plan calls for a lot of staff time.  The board should get updates on how we are doing on the strategic plan.

 

Brush said the questions are about what does it mean for the board to approve of the strategic plan?  He said that it would mean that the board supports the plan, but it isn’t binding.  Based on his experience with this type of thing t is a vision.

 

Chris said that it is vague/broad can be adapted.  Our environment is changing.  This seems to follow trends, it would be a mistake to try to be like NPR.  She thinks we should identify the KBOO brand.  People might not want slick production values over grittiness.  Where is there room for setting trends.  She doesn’t like the term Media Center, but the point is that the goal should be setting trends not simply following them.  Respond to the cultural climate rather than  react to it.  She thinks it conflicts with collective management, we don’t have time.  We should identify the parts of the plan that involve developing brand KBOO and selling that.  She thinks there is a conflict with collective management and the plan.

 

Michael sent around a document from someone who talked about the difference between a money raising organization vs. and activist organization.   He wants the members to approve it after the board.

 

Maura is concerned about certain vagaries in the language.  The processes for how it is accountable to the board, wants monthly updates.  She doesn’t understand where the line would be drawn between the implementing committee and the board.  Election coming up.  She is inclined to wait until after the election, the make-up of the board may change.  Make it clear to the members that we are just shepherds of their will.  She has concerns about costs and vagaries about language.  How representative is it going to be?  What will the costs be?

 

Erin’s two biggest concerns are budgeting for the next fiscal year—are we waiting for some grant money or going to budget money for some of the items.  The plan is very dependent on the development director and right now we have an interim development director we should address that if we approve the plan.

 

Paula said we already devoted foundation money to put this forward and we should follow through with a working group to address the issues.

 

 

brush has been hearing that the intention of approval of the board at this point it so put the boards weight behind the process and the goals, there can be ongoing input from the membership and the new board, and ironing out some of the pieces.  This would be an endorsement of the momentum with development in the future.  Are there people who would not agree to it with that understanding?

 

Michael says he hasn’t heard of any good reason why to adopt it—the money and energy are necessarily reasons to adopt.  He has no reason to trust or distrust the people who put it together.  At some point the elements of the plan could bring up issues of they bylaws and other requirements that pertain to KBOO.  He would like a formal opinion from experts—legal employment etc.

 

Chris said she hopes there is flexibility for interpretation—looking at page 71, the community survey, page 73 we should pay attention to what the members say.  She doesn’t see the plan as representing what the comments are from the members.  The plan was based on information from the survey but she didn’t see that.

 

Maire says she isn’t against delegating things, the plan isn’t explicit enough about which decisions will be retained by the board.  It would make a great candidates debate and to hear what the members say.

 

Brush summarized the concerns—legal advice, membership involvement.

 

Erin says that there were experts on the working group already, lawyers and experts helped to draft the document.  A lot of different sets of eyes have already looking at it.  If we adopt it now, there will be turnover on the board each year for the 5 years of the plan.

 

Michael has a motion—or suggested amendment the we do not adopt the strategic plan without first getting the consent of the membership.  Hadrian does not accept that as a friendly amendment

 

Vote on amendment

 

Yes--Maura and Michael

 

No,--Mia, Mimi, Judy, Paula, Hadrian, Erin, Becky, NIa, Chris

 

Review of the motion: 

 

Hadrian proposes that we adopt the strategic plan as a living breathing document to move us forward.  Erin seconds it.

 

 

Becky suggested that we add that the strategic plan will be presented to the members at or before the annual meeting in September.  Hadrian accepted the amendment.

 

Discussion—Per said it sounds like we are setting it up so that we will move forward without much input from the membership.  We’ve only had one meeting of the membership about this, not very good input from the public.  He thinks Chris’s question is a good one about what is KBOO.  He would like there to be more discussion.  He doesn’t think there has been a good process so far.

 

Yvette said she has seen people asking for trouble, the it will fail, she is tired of all of the fighting.  The project was not done in a democratic fashion she isn’t sure if  it can be implemented openly.  Things are done behind closed doors, there is an artificial rush.  She thinks it is up to the new board.

 

Kathy thinks the membership hasn’t been involved in this.

 

Motion that the board adopt the strategic plan as a living breathing document to move us forward which will be presented to the members at or before the annual meeting in September.

 

Michael suggests an amendment adding presented to the members for approval.  Hadrian rejected that amendment.  Maura seconded  that proposed amendment.

 

In favor of Michael’s amendment—Maire and Michael

 

Opposed Judy, Paula , Mimi, Erin, Nia, Chris

 

Abstaining Becky

 

Mimi would like to offer and amendment—“fully respecting KBOO’s  bylaws” Maura seconded.

 

brush pointed out for people to notice the feelings here and figure out how to acknowledge the disagreements and move forward.  Roberts rules can just move things if we want to use them.

 

Vote on the amendment

 

In favor—Mimi Michael

Opposed Paula Erin Nia Hadrian

Abstained—Becky and Judy

 

Vote on motion on the table—

 

In favor,  Judy Paula Hadrian Mimi Erin Nia Chris Becky

Opposed, Michael and Maire.

 

Brush observed how once it became polarized and we weren’t seeking consensus then one side tries to slow things down and the other side kind of has to steam roll.

 

Erin said even though it was difficult, she is very proud that we adopted the document.  Brush said that he has heard a lot of concerns but also a lot of accolades about the process.

 

Judy says we still do need to set up an implementation work group.  We can do it in July.

 

Maire wants to make it clear that none of her objections were personal, we all want what is best for KBOO.  Roberts rules are about protected the rights of the minority position.  She doesn’t like to feel rushed getting the language correct.  She doesn’t want people to infer that she is just trying to slow things down.  Just because you know you are going to win a vote don’t stop listening to the concerns of others. 

 

Brush thanked her for that comment.

 

Nia would like the work group by email to be set up quickly, because the plan’s time table is already ticking.  Judy will set up the first email.  She asked Maire if she can get email.  She said no she can’t she is available by phone.  Becky suggested that she set up a mailbox that at least will be capturing the information.  brush said take care of that outside of the meeting (Zale said she could help).

 

Staff Mgt Proposal—

 

Michael moves that we not adopt the proposal.  Hadrian seconded.

 

Michael’s reasons—legal reasons because the plan takes away board oversight, based on Sullivan’s comments.  Michael sent around an email about outsourcing management—example of FSRN which contracts with Pacifica.

 

Becky said it could  be rejected with some request for the staff for next actions or changes.

 

Paula said that we should accept it or rejected as it—make a decision first and then talk about next steps.

 

Paula moves that the board accept the staff management proposal as is.

 

Paula withdraws her motion.

 

We will vote on the proposal as is and then talk about next steps afterward.

 

Michael moves that we reject the Staff Collective Management proposal.  Hadrian seconded.

 

Vote on the motion

In favor—Judy Maire, Paula, Hadrian, Erin Nia Chris, Michael

Opposed—Becky

Abstaining-Mimi

 

Alternatives?  Suggestions?

 

Michael has nothing against collectivism but he thinks the staff should talk to a lawyer.

 

brush suggests people identify specific changes that could

 

Chris moves that we immediately look to find a station manager.  Brush said how about giving feedback to the staff. 

 

Erin says since the board has no consensus, the feedback to the staff is only individual board member opinions.  While she likes collective management because of the budget we can’t afford to have the current staffing levels.  She thinks we have to look to the Strategic Plan, the budget and different scenarios.  Hadrian’s plan has been labeled hydra management (team management).  Currently she doesn’t have clear direction.

 

Chris said her proposal is being overlooked.  brush said how about giving concert feedback to the staff.

 

Paula echoes budgeting issues—that the budget needs to be addressed in the staff proposal.

 

Judy says what is missing for her is how is the staff interfacing with the board and decision making mechanism and accountability.

 

Ani wants to clarify—staff brought the proposal, understood that the staff and the board would have a retreat to address concerns together.  Staff has been managing the station since 2011, got a proposal to us in April.  She says that it hits her very hard.

 

Hadrian said when he came on the board his first comment was that the staff has been doing a great job of keeping the station running for the past year without a station manager.  He thought the staff should document how they were operation and recognized that  having them put so much work into the proposal was the worst outcome.

 

Ani said that she had just hoped for a conversation—to collaborate.  Hadrian said that there is no time for that.

 

Michael says key is communication, board is in charge.  He supports his idea for outsourcing.

 

Becky said that the board hasn’t been providing leadership to the staff and she opposed the motion to reject the staff proposal.  It will be a challenge for the board to come up with a plan that does collaborate with the staff while providing leadership.

 

There are 4 options currently proposed—Hadrian’s, Paula’s, Chris’s  and Michael’s

 

Judy suggested a work group and is sorry if the way we voted on the proposal wasn’t respectful.

 

Erin will echo back that there is too much money being spent on Staff Time and Staffing functions—it would be useful to see how the collective management proposal would work with less staff.  Look to hours per week in each department.

 

Brush—one option is a group to work with staff.  Get clarity on the proposals that are out there.

 

Paula’s is a one sheet reassessment of budget and assignments that would balance the budget.  She will email it.

 

Hadrian passed out something that he also emailed.  He wants to acknowledge the feelings.  He doesn’t want to have his proposal put forward now in this poisoned environment—supports a work group to discuss.

 

brush said he is sensing a desire to care about the relationship with the staff.

 

Maire asks about people raising hands to get on a stack.  Or does she have to keep her hand raised.

 

She wants to say that characterizing emotion as poisoning the atmosphere is an attack on people’s ideas.  Just because she votes no on something that doesn’t mean she isn’t being respectful.

 

Paula will own that she wanted a yes or no on the proposal because we’ve been hanging on to it for awhile.  She thinks we have to do the budget first, no purpose in having a work group work if only to mend a relationship with staff but no backing.  Board has to lead---by setting a budget.

 

Chris  in the interests of saving time—we should hire a manager and then implement a Strategic Plan collectively. 

 

Michael says he has no problem thinking about the money thing, it is the most hierarchical part.  He thinks looking at Sullivan’s input the staff can say if they can meet it or not, the legalities are the things that are important.

 

How will we move to the next step?

 

Hadrian—he would like a paragraph from his proposal to be looked out—6 FTE staff based on discussion with finance based on a balanced budget.  If you had that many positions what staffing and management structure.

 

Becky suggests that without involving the staff in the board budget retreat that we’re setting it up to make staffing decisions without the staff.

 

Erin said she can be on a work group and meet head of the retreat to work on options for the budget retreat.  There is the budget and the essential functions of the station and the board and staff have to work together on making compromises.  Erin would work with Debbie and Mel to work on that before the retreat.

 

Who would be on the group?—Mimi, Nia, Erin and Hadrian--  brush says it should represent a diverse cross section of opinions of the board.

 

Who would be good for staff?  Ani will be out of town from July 20-August 6.  Zale and Ani can both serve on the work group.

 

Michael has a problem with the function of the group, he is OK with people working together but doesn’t see the point of having the staff involved in answering the legal issues raised by Sullivan.  He thinks that staff can come back to address those concerns.

 

Erin said the concerns can be addressed by an employment lawyer.

 

Michael said the staff should get it’s own lawyer.

 

brush said it is late.  We are close to the end.

 

Ani said she would like to see all manner of proposals, Staff hasn’t seen them.  The work group collaborating would be good.  She doesn’t like the idea of the board making decisions without consulting with the staff.  In light of the collaboration she would like to go forward with the work group.  Staff understands the budget realities.   She would like to have the board work collaboratively with the staff.  She is a little upset that there are plans or proposals without any notice to the staff about the agenda or anything else.  The collective mgt was in place before, now what?  How do we run the station tomorrow?

 

Paula apologizes for detracting from that, she sent the email and asked for agenda items she did attach the feedback we had at the time and sent it to the staff.  In trying to move things forward she asked for feedback.  It wasn’t her intention to blindside the staff.  We highly respect the staff that is why we are all grappling with these issues.

 

Hadrian—question of how the staff goes forward tomorrow.  Staff has been managing things so far.  He proposes that staff continue on an interim basis in the way that they have until another decision is made.  Maire seconded it.

 

Vote-

In favor—Judy, Mimi, Erin, Becky, Nia, Chris, Hadrian. Michael

Abstaining—Maire, Paula

 

 

Workgroup proposal—Erin will be the convenor—board members Hadrian, Erin, Nia and Mimi—Zale and Ani and other staff for them.  Michael asked for email updates.  Maire asked if she can come to the meetings without being at all of them.  She needs phone calls about when the meetings are.

 

There is a staff meeting tomorrow.

 

Ad hoc Committee

 

Deferred until the next meeting.  Some of the issue overlap with Nominating committee, people can still discuss issues informally

 

Next Steps

 

Erin will convene a board staff work group to work on staffing proposals in preparation for the budget retreat and afterwards if necessary

 

Paula will look for a location for the budget retreat July 31.

 

Becky will set a nominating committee meeting to plan next steps for the election and will talk to Pete about the Secretary position

 

Judy will start an email conversation about a Strategic Plan implementation work group

 

Becky will talk to Zale about setting up a gmail acct. for Maire.

 

 

Public Comment

 

Yvette made a comment about listening to the membership.

 

Meeting adjourned.  10:10 pm

 

Approved by the Board  7/25/2011

no

Meeting of the KBOO Board of Directors 2011/06/15 - Executive Committee

5:32  Call meeting.

  In attendance: Kurt, Nia, Erin (via phone).

  Discussion of budget expenditure for repair/replace of Air Conditioner Unit at tower, per e-mail briefing.
  Call for vote:  unanimous, in favor, of replacement.
  Estimated expenses:  $4700+

  5:35  Meeting adjourned.
 

no

Meeting of the KBOO Board of Directors 2011/05/23***draft

Meeting of the KBOO Board of Directors May 23, 2011

 

Present: Mimi, Maire, Keller, Paula, Kurt, Becky, Judy, Nia, Hadrian, Pete, Chris A.

Absent: Erin

Staff Reps: Ani, Zale

Staff/Public: Tom Hood, Mike Dee, Tim Flanagan, Per Fagereng, Tom Hood, Louis Sowa, Yvette Marinowski, Glen Owen, J. Brush, Sekoynia Wright,

 

Check-In & Dinner: Thanks to Judy for bringing dinner!

 

Becky reads public comment guidelines (see attached document)

 

Public Comment:

Mike Dee: recommends that we take public comment before each vote

Tim Flanagan: have been a volunteer for 8 years and have never attended a board meeting, figured it was about time.

 

Keller moves to go into closed session to discuss staff and board personnel issues.

Kurt seconds

Unanimous vote

Closed Session#1

 

Judy moves to continue the 10 additional hours per week for the web coordinator position until Sept 30, 2010.

Keller seconds

Public comment:Mike Dee doesn't understand why this discussion had to be had in closed session.

7 For

3 Opposed

 

Minutes

Keller: I plan on doing some traveling this summer, stressed out, would be helpful if others could take on note taking for the next couple of months. May help others understand the challenges of trying to participate and scribe, especially when ppl are talking over each other.

 

Becky will do June

Pete will do it for July

Paula will be back up for Aug.

 

Annual Membership Meeting/Election

Paula: Mark Ecklund is retiring, we need to decide on the of counting ballots

Becky: new accountant could do it, and if not Louis Sowa may also be available

Zale: it has been suggested that we can get a PO Box

Ani: we had different ways of handling it, we need to have all ballots accounted for, the certified PA is the receiver

Maire: did Mark make any recommendations?

Kurt: Mark said that I could continue doing it, so it's up to us to decide whether we want to keep it in-house.

Paula: we will check with Mark to see if he has some guidelines, will check with Linda Barkaus if they can receive ballots there.

Becky: The annual meeting needs to be scheduled at the June meeting. Nominating committee will follow up on election date.

Chris: it would be helpful to have a list of events that we are involved with over the summer

Committee Reports

Development-Mimi: discussed Square Dance, about 20 people attended. We lost $50 on the event. There was mention of using a different venue, The Eagle's Lodge. There was an idea proposed by Sun to combine the boo bash and square dance. Also wanted to make it family friendly not at a 21+ location. Committee wants to focus on fewer but bigger events. Upcoming events: raffle August 10 after Pickathon so that we can sell tickets at Pickathon and Blues Fest. Discussed the possibility for on-air auction, lawn signs, KBOO community coffee.

Engineering: Keller: committee did not meet but Tom's report is extensive and complete

Personnel/Governance-Chris A: working on revising/building engineering and IT positions/ petitioning other stations for info about these departments.

Web: Judy: detailed report submitted by VJ

Programming: Becky: did not meet.

Discussion:

Keller: feels strongly that square dance should not be combined with Boo Bash, the events have vastly different audiences would limit the Boo Bash's potential broad appeal, the committee had discussed making sure the square dance was more family friendly, but it was scheduled on a school night at a 21+ venue; was surprised there was no event or even informal gathering around the beer promo. The Facebook “event” was unclear

Chris: was there any promotion done for the beer? concerned about going forward with the coffee without talking about what happened with the beer

Maire: agrees that the Boo Bash has a reputation and thinks that these events can stand alone, I would like to be involved with the promotions, important for the square dance to be family friendly, could look into doing it more than once a year to build our own community, the band is really important if they have a following they will bring their own people.

Judy: KBOO has hosted a successful square dancing event in the past, so we should look at that.

Judy:visual promotions in the station

 

Staff Report: was submitted via email.

Judy: some people do pages, some give very little. Is there any kind of guideline that has been given?

Ani: we talked about giving the board a basic overview , people have different views of what that looks like.

Judy: what's happened, what's on the horizon, what are the challenges,

Maire: also to include general concerns

Nia: I like the variety, and allowing for that autonomy for people do do what they want, also like to add how the board can support.

Becky: Andrew saying that the membership drive took all of his time was not sufficient a report.

Ani: To sum up it seems that folks are asking for successes, challenges, what is on the horizon, and how the board can provide support.

 

Board Retreat

Tentative date set June 19 1p-5p at @ Squirrel Farm (Chris A's house) Agenda will be set via email.

 

Closed Session#2

 

Becky moves that Chris M be authorized to negotiate a contract with Radio Vietnam for the settlement of amount past due and from now until the end of September.

Paula Seconds

Discussion: Mike Dee- in the spirit of consensus, i'd be interested to know why people voted.

6 Approved

1 Abstain

 

Mid-Year Budget -discussion tabled.

 

Final Public Comment

Mike Dee-wanted to thank for the opportunity for public comment, had questions about booth costs for Earth Day.

Brush- wanted to thank everyone, has been an organizer for many years in Portland, involved with the Cascadia Center, promotes effectiveness within organizations. Facilitator/Mediator/Consensus trainer for the last 5-6 years, have worked with worker collectives, long term culture building.

 

Meeting Ends


 

no

Meeting of the KBOO Board of Directors 2011/04/25 **draft

 

Meeting of the KBOO Board of Directors April 25, 2011

 

Board Members present: Kurt, Paula, Keller, Mimi, Judy, Hadrian, Erin, Becky, Chris, Nia

Absent: Maire

Staff Rep:Ani, Zale

Public/Staff: VJ Beauchamp, Yvette Marinowski, Crystal Elinski, Crystal Leighty, Gary Lee Betts, Alicia Olsen, Rabia Yeaman, Glen Owens, Chris Merrick, Sue Cipriano, Pete Meyer

 

Thanks to Paula for bringing dinner.

 

6:08 Board Meeting Officially/Check-in

Erin will not be at the next meeting.

 

1. March Minutes Review and Approval.

March 2011 Minutes-no amendments were submitted.

Mimi moves to approved March minutes

Erin seconds.

Unanimous

 

2. March Board Commitments

Chris and Erin will attempt to contact Maire to see if there are any accommodations that can be made to help her continue to participate with the Board. Erin has not spoken to Maire, Chris sent an email and left messages several times with no response

Erin will send an announcement to the staff and for the bulletin. -done

Nominating Committee will meet this month to discuss the seat left vacant with Marty's passing. -discussed via email

Judy will help with reference checks for future appointees.-done

Nominating committee will have a board orientation with Hadrian and Mimi and the appointee nominated after the next board meeting.-to be done

Finance committee will be working with Personnel on proposed bylaw amendment.-in progress

Chris A will be getting in contact with Sun regarding press releases for the KbrOO.-not done

Paula will send email to Board to poll for informal meeting dates.-done

 

3.Public Comment.-

Yvette:there needs to be a mechanism for people to ask questions. I've asked questions and not gotten answers.

Hadrian: I don't want to be receiving emails from members directly.

Chris A: i think it' good for people to be able to ask questions, there needs to be some way for people to air without fear their issues

Paula: perhaps this could be something for the board retreat

Keller: i do think this is valid concern

Rabia: suggests a forum on the website, then legitimate questions can be brought to the next board meeting.

Ani- important for members to have board access but not necessary for all 12 board members to have their emails available. Perhaps one person can be a public contact in the meantime while the board comes up with a more permanent solution.

 

4.Staff Management Report.

Becky: has it been decided who the PR team. I think that it also needs to be clearer that with regards to HR things that the board has ultimate responsibility for

Erin: has question around employee, specific time frame on when you appeal to the board, how is the board supposed to react

Paula: for those who don't know, the staff submitted the proposal for the staff collective

Ani: will be gathering questions to take back. There has been one change in management responsibilities -Zale will be stepping in with myself as board liaison.

Judy: to me it didn't seem very specific about how repeated violations in employee standards would be handled. Also has jenka been part of this?

Ani: she participated until she left and there have been some questions back and forth

Becky: feels that it was very clear.

Kurt: on the job descriptions, still reflect station manager, feel that the job descriptions are too specific to the people that are currently in the jobs

Ani: none of the essential functions have been changed

Chris A: a response to that would be that future job descriptions that we are advertising for a specific job but if you are hired you will be asked to do management tasks. Some people will choose to just be an employee and not want to participate.

Keller:

Judy: different decisions may require different participants, there have been issues around the collective making a decision, is there a way for there to be more of a specific road map?

Zale: a job announcement for People's Coop said job title/co-manager and through-out the ad it referred to co-management duties. We would hire for specific skill and train for the co-management part of the job.

Chris A- one of the roles of the station manager is to be the face and voice of the station, some guidance for each person of their public duties with the station. We have great guidelines about how we interact with each other within the station but we should also be aware of how we are representing to the outside

Judy: some of the management staff were assigned to certain positions, if that is something that is being suggested by the staff this may not want to be included in the proposal, since it may change.

Ani: some jobs seemed to naturally go together, like HR with volunteer, the other membership because there was room in the job responsibilities.

 

 

5. Board Appointments - Nominating Committee.

Becky moves to appoint Pete Meyers to the open seat on the board September 2012 vacated by Marty Soehrman's passing

Keller seconds

Unanimous

 

Discussion:

Judy: Pete provided 3 references and they all were all very supportive of Pete's ability to make and follow through with commitments.

Becky: wanted to recognize Gary for showing interest and wants to encourage him to continue to

 

Erin will email new board member appointment for bulletin.

Nominating committee will meet and add Maire's attendance to the agenda.

Zale will get Pete a board packet.

 

6. Committee Reports.

Finance- Erin: there is a need for a new computer in finance that is immediate

Ani: staff discussed when Debbie first brought it, the staff understands that it is a crucial computer but wants to wait until after the drive to make any major changes. Did not want to deal with the possibility of having the computer with non-working software. At this point, the quick fix is working. There is a computer that has been found in engineering unused and boxed. It may exceed the needs of finance so that one may go to membership.

Erin: diagnostics on every computer and budgeting for expected replacements/repairs. Will be gone during the next finance meeting so Paula will be presenting the mid-year budget projections.

Personnel- Ani: looking at job descriptions and policies. surveying other stations as fat as what they do with engineering, it and how web works into all of that. Hopefully at the May meeting we will have a draft of the job descriptions to be reviewed at that point

Programming-Becky: at programming, we are reviewing the strategic plan and pulling out the parts the relate to programming, we are reviewing and making suggestions, would like to suggest that other committees do that same as well.

Strategic Planning-Judy: the survey is up on the web site until , encouraging people to let their friends and people who care about people know that it it on the website.

Chris: going forward it would be nice to see more members views taken, and more prominently featured

Judy: a group of us met today and agreed that we need to make more of a presence on the website

Web- Judy: VJ did a detailed report

 

Staff Report

Judy: noticed that Sun said the square dance was fun but not well attended

Becky: wonders if the timbers game had something to do with it

Judy: encourages the committee to really evaluate these events and keep track what happened,, would like to see more analysis even for successful events,

Keller: the last time I heard about this event there was talk of doing it at a time that makes it more family friendly, but then the decision was made to have it on a weekday, at a 21+ venue. It seems the committee was heading in the right direction with the analysis but then didn't follow up on it.

Mimi: one of the reasons that it may also be because it was the day before tax filing season. Thinks that as a committee that we need to coordinate better with Sun because it seems that sometimes the committee thinks one thing is happening and then something else happens but we go along with it.

 

7:15 Break.

 

7.Board Member Assignments.-Committee & Work group Liaisons

Conflict Resolution: Nia

Programming: Becky, Kurt

Development: Mimi, Chris A

Finance: Erin, Paula

Personnel/Governance: Pete, Keller

Engineering: Keller,

Nominating:Becky, Erin, Keller, Kurt, Hadrian, Maire

Web Liaison-Judy

Strategic Plan- Kurt, Keller, Judy

 

Commitments:

Erin will email new board member appointment for bulletin.

Nominating committee will meet and add Maire's attendance to the agenda.

Zale will get Pete a board packet.

Board communicate via email to set board retreat date.

Judy will bring dinner to next meeting.

 

Erin moves to go into closed session to discuss personnel and legal motions

Nia seconds

Unanimous vote.

 

8. Closed Session

 

Open Session Resumes

 

Erin moves to authorize Tom Hood as Interim Studio Engineer at .65 FTE with benefits.

Becky seconds

Unanimous vote

 

Becky moves that the board authorize an additional 10 hours per week for VJ for one month after which with input from VJ, FC, and/or staff collective, the board will review further.

Hadrian seconds

Unanimous vote.

    9. Final Public Comment

    Chris M- Pete you will be getting a mailbox

    Yvette: i'm concerned about getting an opportunity to speak, what about the board/staff retreat, are you retreating from the public?

    Ani: staff collective looking forward to working on the next steps.

    Keller: also we should review rights and responsibilities of the public.

 

Meeting Ends

 

Reminder: The KBOO Board meets every 4th Monday of the month at 6 pm

no

Meeting of the KBOO Board of Directors 2011/03/28

 

Meeting of the KBOO Board of Directors March 28, 2011
 
Board Members Present: Paula, Keller, Kurt, Judy, Becky, Chris A, Nia, Erin
Absent: Maire
Staff Rep: Chris M
Staff/Community: Zale Chadwick, Alicia Olsen, Louis Sowa, Yvette Maranowski, Pete Meyer, Gary Lee Betts, Hadrian Micciche, Randall Howington, Glen Owen, Crystal Elinski, John Mackey, Robert Rogers
 
Keller brought dinner. Paula will be bringing dinner next month and reminds all board members and guests to please wash their own dishes.
 
Check-in
6:15 Quorum reached/Meeting begins
 
1. Marty Soerhman Posthumous Recognition
Kurt: wants to acknowledge the passing of fellow board member, Walter 溺artySoehrman. Marty was initially appointed to the Board but then was elected. Marty was active with the engineering department and passed on Monday March 7. He was very private about his life and few knew that he had been ill. The Board wants to recognize Marty for service on the Board and committees.
 
2. Approve Minutes- December, January, February
Erin moves to approve the December, January, and February minutes.
Judy seconds.
Passed with majority vote.
1 Abstaining
 
3. February Commitments:
Erin will be the lead person on the inventory project, will ask Becky if she is interested in participating as well.-the staff is working with Bruce to complete asset inventory, will be providing the Board with updates.
Keller will email nominee names to Andrew.-done
Ani will take it to staff to set a date for a board/staff retreat.
Erin will send email to Board and staff with possible dates to consider. March 26, April 2, April 9.
Erin will send out an email to coordinate collective management board/staff meeting.-Erin: talked to Ani and the staff do not feel that they have the time to meet with the Board before the collective management proposal deadline.
 
4. Public Comment
Randall: has been a volunteer for about 7 years, has an appreciation for the potential that we have as an organization that we don't know we have, heartening to see the focus of the board and staff to become more aware of what we can do and find ways to go in that direction
Yvette: It's my understanding that the story of Marty was different. His work here was not appreciated that is my understanding. Marty wanted to give John a positive evaluation and his efforts were undermined. think the statement of appreciation is very hollow. I would like this to be a discussion.
John: was surprised when I was given a severance and release agreement from my job, have since received notice that since i am now engaged in legal action, i've been asked to not communicate with board or staff members.
Glen: the last airing of programming directed at the homeless community hasn't been since July 2009. I know this is not the programming committee but if nothing has been done in that area I would like to propose it for your consideration
 
Break
 
5. Board Member Status
Paula:We do have a board member, Maire Cullen, who has been unable to attend meetings and has retired her show due to health reasons as she stated on her show. So I'm putting out there again because it has been called into question regarding board member commitment and participation.
Erin: Has anyone tried to get in contact with her? I know there was an issue that her membership status was lapsing.
Paula: Ani was supposed to be reaching out on that, I was just calling to check in her and received no response.
Judy: What was the last meeting she was here?
Keller: December
Judy: When was the last time in regards to communication?
Paula: In January her husband called to say she wouldn't be here but we haven't heard anything from her since.
Judy: I think we should revisit this next month.
Kurt: It's not just board meeting attendance there was also other commitments that she has not done -pledge drive shifts, committee meetings.
Paula: It was brought up before because it was becoming a pattern.
Erin: She hasn't been here so there has been an issue of how many board members we have.
Chris: I've been on other boards that attempt to make accommodations, like participating via conference calls.
Keller: We can only make accommodations if someone lets us know what those accommodations would be, there has been no contact. Also if we are going to raise standards for nominees regarding participation and attendance, we must be consistent and have the same expectations for seated board members.
Becky: agrees that we don't have to make a decision tonight, feels that we should also pursue Chris's idea of offering more opportunities to participate. Feels that her lack of response has been disappointing but she may feel under attack by the whole issue. If she wants to continue to participate she should let us know.
Judy: Maybe it would be good to let her know that we are willing to accommodate her but if we don't hear back many of us will interpret that as that she's not interested in continuing to be a member of the board.
Chris and Erin will attempt to contact Maire to see if there are any accommodations that can be made to help her continue to participate with the Board.
Hadrian: In my experience with board training, not attending board meetings is a clear non-management issue,it leaves the person personally liable; a board member not attending is still legally responsible for all decisions the board makes, obvious in courts that you're not doing your job so it is very precarious position to be in; I'm new but I know there have been recent lawsuits, if I was a board member I would not want to be exposed to that kind of liability simply because I was ill. What some boards do is create a board member emeritus status to honor the person who's been on the board to participate as a non voting member when possible.
 
6. Staff Collective Report -submitted to the Board via email.
Erin: really appreciates that format and the organization
Judy- really appreciates the staff that do a summary, and really likes the raw data that Justin sent, but feels that a narrative would be helpful to know what we're looking for.
Chris M: the staff have a calender for the year, projects that happen every year, it is now online and each member has access to add new activities. Without a manager as a liaison, staff thought this would be a way for the Board to have an overview of what the staff is working on.
Keller: would this be in lieu of the monthly report?
Chris M: no. the Board sets goals, then they become actions items, the staff calender would be a way of tracking longer term projects and station objectives, would that make it more clear how we are doing our jobs.
Zale: we were thinking about creating board member email addresses or one email that all the board members can log in, and check the calender
Becky: if people keep up their calenders it will be useful for doing evaluations
Keller: does this exist at this point?
Zale: not yet
 
7. Board Appointments
Erin moves to appoint Mimi Villarqui to the board seat that ends in Sept 2011 vacated by Jim Craven and to appoint Hadrian Micciche to the seat that ends in September 2013 that was vacated by Devin Russo.
Paula seconds
Judy: is unwilling to nominate anyone who I don't know. Did anyone do the background check?
Chris A: (to Judy) were you here when Hadrian was talking about his past experience?
Chris M: the Board might want to break it down to individual votes
Erin rescinds motion to separate the appointments.
 Public comment:
Zale: Mimi is really dedicated to KBOO, has taken on the responsibility to chair the development committee, not sure why she isn't here but she has been here for all the meetings prior
Erin: feels that we didn't let her know that this was on the agenda, that was on us.
Randall: is there some concern about backgrounds, can we do provisional appointments?
Keller: provisional appointments cannot be done, because of legal responsibility and access to non-public information
Erin moves to appoint Mimi Villarqui to the seat vacated by Jim craven that ends Sept 2011.
Paula seconds
For: 6
Opposed:1
Erin will send an announcement re: new board members to the staff and for the bulletin.
 
Erin moves to appoint Hadrian Micciche to the seat vacated by Devin Russo Sept 2013.
For:6
Opposed:1
 
Nominating Committee will meet this month to discuss the seat left vacant with Marty's passing.
Judy will help with reference checks for future appointees.
Nominating committee will have a board orientation with Hadrian and Mimi and the appointee nominated after the next board meeting.
 
8. Committee Reports
Finance-Erin: right now our bylaws require us to have an annual audit, Mark Ecklund will no longer be doing it. Debbie has already done a lot of the leg work to reduce the costs, what we need to vote on tonight is accounting services to complete the annual audit that is currently required under the bylaws.
The other thing is that a bylaw change is needed to change the requirement for an annual audit to read at least a review since we no longer receive the funding that requires a full audit.
Erin moves that we retain the services of Kern and Thompson for accounting services and that we allocate an additional $5000 for those services.
Hadrian seconds.
Unanimous vote.
Erin: a gift will be sent to Mark for his years of service.
Finance committee will be working with Personnel on proposed bylaw amendment.
Programming-Becky: right now the focus is trying to get shows reviewed, the plan in that we would do it like we do staff reviews, certain shows will be posted for review.
Chris A: who comes up with the review criteria?
Becky: relying heavily on that information that came from the Marilyn Pittman training
Chris M: there are several different surveys and criteria-listeners, internal perspectives are going to be different
Gary: when you're putting all this together do you have any demographic info?
Chris M-we don't get any Arbitrons anymore.
Personnel- no action items
Nominating committee-did not meet this month
Web Liaison- Judy: put in with free geek for two large screens, VJ is unclear about her budget and is trying to work that out
Strategic Planning-Judy: plan on getting a draft to the Board this week about what we are developing, the next meeting is April 11 and hoping to have a public meeting that same evening at 6:30 pm as well. The PARC folks want to know if the Board wants to meet prior to the public meeting.
Paula: feels that it be harder for me to be held accountable for information I've just received an hour before the station.
Judy: felt that the point was for the Board to have a chance to have their questions answered before the public meeting, since that will be the public's only opportunity to give feedback there may be a time constraint.
Chris A: thinks the announcement for the public meeting should be prominent on the KBOO web page
Development: Paula: first release of KBrOO will be in time for membership drive
Chris A will be getting in contact with Sun regarding press releases for the KBrOO.
 
9. Board Discussion re: Staff/Station Goals
Paula: thinks that we need to start talking asap.
Erin:wonders if we should wait to get info back from strategic plan
Keller: feels that there should be some reference to the strategic plan in discussing goals for the station
Paula: feels that it should be a Board goal to know how we want to work and want that means to us as board members. I feel that everyone looks to the Board. And at the staff so we need to make sure that we are in sync. I want to know why we are all here, I thought it would be a good idea to have an informal meeting.
Judy wants to have the discussion of the Board role in the collective management
Becky: that sounds more like something we can do at a Board retreat
Chris A: wondering about checks and balances.
Keller: there seems to be three distinct issues that we need to address as a Board-the first being Paula's recommendation that we talk informally about what we bring to the Board and the reasons that we are here; then there's the issue of goals for the stations, which I see as a separate issue from the question of the Board's role in the collective management structure; we would have to come up with goals even if there was a station manager.
Hadrian: thanks for clarifying. How would that look on a calender?
Erin: thinks that a discussion about who we are needs to happen before we can talk about the goals and objectives for the station.
Paula will send email to Board to poll for informal meeting dates.
 
10. Ideas to consider/discuss-Chris A.
-would like to see a wish list on the website
-need a visual identity for the station, branding is critical
Hadrian: the Board is a decision making body, these things are issues that are more for committees Judy: I hear that there is a suggestion box in the works Zale:Ani and Bruce have been working on putting a secure box in the lobby for people to put evals and for suggestions
 
11. Closing Public Comment
Randall: ideas to consider; how we can become involved with the Central Eastside Industrial Council, neighborhood/business associations, can be used to grow the organization
Yvette: i'm still waiting for an answer to what happened with Marty, and the minutes should be on the website.
Erin moves to adjourn meeting.
Nia seconds.
Unanimous vote.
 
Commitments:
Chris and Erin will attempt to contact Maire to see if there are any accommodations that can be made to help her continue to participate with the Board.
Erin will send an announcement to the staff and for the bulletin.
Nominating Committee will meet this month to discuss the seat left vacant with Marty's passing.
Judy will help with reference checks for future appointees.
Nominating committee will have a board orientation with Hadrian and Mimi and the appointee nominated after the next board meeting.
Finance committee will be working with Personnel on proposed bylaw amendment.
Chris A will be getting in contact with Sun regarding press releases for the KBrOO.
Paula will send email to Board to poll for informal meeting dates.

 

no

Meeting of the KBOO Board of Directors 2011/02/28

Meeting of the KBOO Board of Directors February 28, 2011
Board Members present: Chris A, Nia L, Kurt, Paula, Keller, Judy, Erin
Absent: Maire Cullen, Marty Soehrman, Becky Chiao
Public/Staff: Pete Meyers, Hadrian Miccache, Gary Betts, John Mackey, Lyn Moelich, Zale Chadwick, Tom Hood, Mimi Villarqui, Alicia Olson, Yvette Marinowski, Rabia, Crystal Elinski, Louis Sowa, Andrew Geller, David Hill, SW Conser
 
6:25 Quorum reached/Check-in
Public Comment
Louis-wrote a statement:”came to volunteer at the station knowing no one and having limited experience, has been very involved with the engineering committee for 7 years but resents that he and the committee were not involved in the decision to fire the chief engineer-unsure of his continued involvement with KBOO.”
John Mackey: have written statement for the Board.
Yvette: have worked with engineers, John Mackey does things by the book and follows the rules, doesn't see that he's done anything wrong at all.
Glen: heard that there is a group trying to get Al-jazeera on the airwaves, went to the meeting and was surprised to find no one from KBOO was there.
Crystal: doesn't know the process, but John was the first person to ever ask me to fill out the evaluation, this seems so sudden to me.
Chris A: doesn't feel qualified to judge, bears thoughtful evaluation.
 
Staff Reports
Chris M: Chehallis Update- Chehallis Valley Association has challenged our petition-we had to amend the Chehallis app with a transfer of ownership to reflect the changes in the Board, the FCC will look at the case in the next 2-3 months-best case scenario we are granted the license, worst case the FCC holds a hearing and we make our case.
Ani: staff reports have been emailed to the Board, in the interest of time there isn't really anything additional to report at this time.
 
Committee Reports
Finance
Erin: Debbie has given her notice, is working with the staff as long as possible to make for a smooth transition. Committee discussing a potential bylaw amendment that gives KBOO the option of doing a yearly audit or a review since we no longer receive the government grants that require an annual audit.
Debbie has checklist from the insurance adjuster giving info on what types of things to include in an inventory. May need to purchase some sort of software to help track assets.
Erin will be the lead person on the inventory project, will ask Becky if she is interested in participating as well.
Development
Paula: encourages people to join the development committee if people have ideas they would like to help implement; a Hood River live remote is in discussion; committee looking to increase visibility in community events; moving toward KBOO: more than just radio, a KBOO online store with expanded merchandise; planning another dine out for KBOO in the summer; and a KBOO coffee is in the works as well.
Rabia: the flavor could be eclectic
Programming- update sent out by Chris M. Becky isn't here to give report.
Personnel- committee was canceled last month.
Nominating Committee
Keller: nominating committee met, in discussion was the nominating process. Committee agreed that it seems imbalanced that a person has to attend 3 committee meetings to become a voting member but a person could be nominated for the board having never attended a single meeting. Nominating committee is putting that into practice and we are working on coming up with written guidelines and expectations for potential candidates. We felt that while during election time we get who the members vote for we can use appointments as an opportunity to find candidates that fill specific needs to build a better board.
Ani: was there a specific number of meetings?
Keller: needs to be decided on by the whole board, at this time we are asking for at least one. We have five applications right now.
Paula: in my research with other boards, the general consensus is that they spend an additional 10 hours a month on board duties
Andrew: would this require a bylaw change, the bylaws stipulate how and who joins the board
Ani: this is for appointees only
Andrew: so appointments can have higher requirements?
Keller: yes
 
Board Appointment Candidates
Pete: this is my second Board meeting, lawyer, is a progressive and loves independent radio, is eager to serve and feels that I will be a great asset.
Hadrian: was a program host at KRAB and KAOS, served on several boards in health social service, was a board trainer for United Way, former mental health worker, got into fund raising, worked for Greenpeace and health organizations, and is new to the Portland area and looking way to contribute to the community
Gary: long time Portland resident, building a home in Wilsonville, board member of Citizens TV, has a little bit of of knowledge, spent some time teaching, community was able to build interest in Pendleton station by going to the farmer's market and setting up a mock live remote
Mimi: spoke at least meeting, nothing that needs to be added urgently but happy to answer any additional questions as well.
Judy: it seems that all of you are very busy, the Board is a time commitment with a meetings and extra work as needed, also there is often a need to communicate often via email in between meetings.
Pete: 10 hours a month seems a very low estimate, understands that things pop up, and is committed to being here for the entire 3 years, is comfortable using email to respond.
Judy: clarify that the terms are the remaining time left in the vacancies that you are appointed to fill.
Hadrian- when I make a commitment I follow through, when I was training board directors I broke it down into 2-3 hours for meetings, another couple for community time plus special projects.
Gary- email, i've heard of it. I'm here pretty regularly because I'm building a house in Wilsonville.
Keller: the ideal nominee will be involved with the station in addition to just the minimum Board responsibilities. This includes membership drives and there has been a call from the staff for the board to be more fund raising activities. Are you comfortable with this level of involvement?
Hadrian: the main responsibility of a ward is to be responsible fiscally, to represent the organization to the community, a contributor financially and with time. It's a pretty important job.
Gary: i don't understand what the question is, I really don't understand what fund raising it, but I've done it. It takes creativity. Sure I'd love to help.
Mimi: is already involved in development and participates regularly with membership drives.
Judy: each Board member is involved with a particular committee, would like to hear what your personal interests are.
Pete: Governance and personnel, is involved with writing an employee handbook at another organization.
Hadrian: as a former trainer, board development is one of my interests. And as a former fundraiser the development committee interests me.
Gary: is very interested in the technical aspects, conflict resolution has always interested him
Keller: any member of the public who has questions for the candidates can forward them to Kurt or I as members of the nominating committee in the interest of keeping time this evening

Board/Staff Retreat
Erin: feels that we desperately need a board retreat, would like to see a meeting set.
Judy-would like to consider waiting until we nominate new board members to do so
Erin- understands wanting to wait but feels that it would be a great opportunity to get a jump on next years budget, also brainstorming, there have been some very difficult situations lately that people may need to vent, simple agenda with a facilitator who isn't Board or Staff
Ani will take it to staff to set a date for a board/staff retreat.
Erin will send email to board and staff with possible dates to consider. March 26, April 2, April 9. Venue TBD
Andrew: hopes that he will receive info from board to confirm nominee's member status.
Keller will email nominee names to Andrew.
 
Staff Management Proposal
Kurt: there has been no station manager for nearly a year, and recently the holes in the interim plan have been obvious and challenging, things are falling apart, think it would be in the best interest to have a deadline for the staff management to have a working model complete.
Ani: disagrees that the collective is falling apart, there are definitely holes that need to be filled and the staff is ready to have a proposal before the Board for the April board meeting.
Erin: feels that if we had a proposal at the Board/Staff retreat,we could offer feedback.
Paula: agrees with setting a deadline because at the end of the day the board is responsible to the membership. It would help me to know, as a volunteer not just a board member, what's going on. who is in charge of what, etc. Would like to see that the staff believe that this is a functioning plan and not a wish list.
Judy: does not know if the Board needs to know what the final plan is before we figure out what our role is.
Keller: we should be working on what we, the Board, feels our role should be within the organization independently from the staff, then we take what we think and what the staff believes our role should be and coalesce them into a real working relationship.
Zale: it would be helpful for the staff to get an idea of what the Board is looking for in the plan; for example do we have goals and objectives for the staff collective, which in the past would have gone to the station manager to be relayed to the staff?
Erin: evaluation for station manager included a work plan, we need to give some direction to the staff as an entire body; how are we holding people accountable. Also in concerned about the Board president burnout factor, has seen the Board president having to act as station managerin the past few week.
Andrew: not happy about hearing about what the staff have failed to do; this has not been an easy process; a lot of pieces to pick up and many staff members have taken on more responsibility, lots of things have been left undone when we had a station manager; learning how to deal without there being a point person, chris and ani have taken that over a significant portion of tasks
Keller: wants that staff to take credit for the things to that they already do, putting on paper what is already happening on practice
Ani: suggests a Board/staff meeting to deal specifically with collective management proposal.
Erin will send out an email to coordinate collective management board/staff meeting.
Nia: wants to see us develop a system so that the Executive Committee is not having to meet so often. Try to anticipate and deal with emergencies.
Yvette: feels that the public is bypassed in the decision, thinks that all things need to be in the open to honor the public
Paula: encourages people who are concerned and interested should attend committee meetings
Gary: for the collective to work, there must be open communication with all collective members.
Alicia: we do have many opportunities to avail ourselves of information not just going to meetings, there are things being posted on the website including the Board meeting minutes and staff collective updates
David: i'm not really involved but you guys really need a manager, think we need to be more on the street and that's how to get people involved
Erin moves that the Board gives the staff an April 20 deadline to submit a completed staff management proposal.
Judy seconds.
Unanimous vote
Erin: wants to have an opportunity for the Board to meet so we can discuss our role in the collective.
 
Final Public Comment
Hadrian- suggests that a representative from the Board attend staff collective management meetings
Alicia- my hope is that in the collective that someone takes the HR responsibilities, hiring and firing, etc. will take this to the personnel meetings as well.

Closed Session
Public meeting Reopened
Erin moves that KBOO will spend no more than $3000 to work with MV networking on immediate IT needs. Chris M will work with Tom to negotiate the contract to minimize KBOO's expenses.
Paula seconds.
Unanimous vote
 
Commitments:
Erin will be the lead person on the inventory project, will ask Becky if she is interested in participating as well.
Ani will take it to staff to set a date for a board/staff retreat.
Erin will send email to board and staff with possible dates to consider. March 26, April 2, April 9.
Keller will email nominee names to Andrew.
Erin will send out an email to coordinate collective management board/staff meeting.

 

no

Meeting of the KBOO Board of Directors 2011/02/09 - Executive Committee

 

Executive Board Meeting
February 9th, 2011
 
In Attendence:
Kurt Lauer (Board President)
Nia Lewis (Member at Large)
Paula Small (Board Member)
Erin Brand (Treasurer)
Chris Merrick (Program Director)
Zale Chadwick, briefly (Admin. Assistant)
 
Meeting started at 6:07pm
Moved to go into closed session to discuss a personnel matter.
Meeting ended at 7:35pm

 

no

Meeting of the KBOO Board of Directors 2011/02/02 - Executive Committee

 

Executive Board Meeting
Feb 2nd, 2011
 
In Attendence:
Kurt Lauer (Board President)
Nia Lewis (Member-At-Large)
Erin Brand (Treasurer)
 
Meeting Started at 6:16pm
Moved to go into closed session to discuss a personnel matter
Left closed session at 6:45
Executive Committee authorizes the Board President to contact legal advice regarding personnel matter.
Meeting Ends at 6:50pm
no

Meeting of the KBOO Board of Directors 2011/01/24

Meeting of the KBOO Board of Directors January 24, 2011

 

Present: Marty, Paula, Kurt, Judy, Erin, Keller, Chris A

Absent: Becky, Nia, Maire

Staff/Public-VJ Beauchamp, John Mackey, Ani Haines, Andrew Geller, Zale Chadwick, Alicia Olsen , Louis Sowa, Crystal Elinski, Chris Merrick

 

Thanks to Kurt for dinner. And Chris A for extra snacks.

6:18 Board Meeting Begins without quorum/Check-in.

Public Comment-

Andrew: speaking as a volunteer not the membership director, concerned that the board is voting on items tonight that will increase the deficit, wants the board to give serious consideration to where the funds will be coming from and not just assume that the staff will “just take care of it.”
Ani: made announcement that longtime KBOO host “Firefly”,Tony Alabi, has passed; staff received message from Ras Danny. KBOO has lost a family member. We are in touch with his family and will keep folks posted on memorial information.

Staff Report-report on file


Board Appointment Candidates
- Mimi Villarqui has been a volunteer since March 09. Had mentioned to Ani that she was interested in Development and was able to start participating right away. Has board op'd and been involved with the development committee. Has looked for opportunities to be involved more since she started working.

Kurt: does your schedule allow you to be available for the meetings.

Erin: there are now two seats available.

Mimi: don't have preference of terms, worked as a teacher for several years, leadership , studied marketing.

Judy:What do you see as a challenge for KBOO.

Mimi: outreach, reaching new listeners.

Louis: Being on the board requires more than one Monday and can be very challenging. Are you ready to take on the responsibility and time? Wants Mimi to be aware of the challenges that can come up

 

Erin Moves to appoint Mimi to the Board of Directors.

Paula seconds.
Discussion:

Keller: feels that it would be remiss to appoint someone that has never attended a board meeting. I feel that we should allow Mimi the opportunity to attend a meeting, gives candidates a better idea of what to expect

Judy: support if we voted to approve with the start date to be determined. Mimi can then rescind if she changes her mind.

Paula: agrees that candidates should attend a meeting

Ani: concerned about where it falls into bylaws to appoint and not seat. Mimi can be included in tonight's meeting as if she were a board member but if she is appointed she is seated

Erin: feels that having an opportunity to be included in the email would be beneficial in getting Mimi up to speed.

Marty: we need to look at what we can do to change the fact that people don't finish their terms.

Ani: reads section 7

Erin rescinds motion.

 

Committee Reports.

Finance: Erin:We are still in a deficit, but membership income has been over budget so there is some good news. Finance recommended that we adjust the web coordinator's job to increase pay and time per proposal.

Paula: also included in the discussion in finance was where these funds would come from.

Erin: feels that we can take it on as the board to fund raise, if we feel that the web is a priority we should demonstrate that by making a commitment to raise money as a board, they are separate issues but we should be keeping it mind that

Chris: do we have a specific goal in mind of what we'd expect by increasing the hours
Kurt: wanted to clarify that according to finance this would still be a 20 hour position, with approval for overtime in recognition of the work that VJ had done to catch us up.

Erin: the plan is temporary with the understanding that it will be re-evaluated.

Ani: the benefit to extending this to the end of the fiscal year, mid-year budget review is happening, the strategic plan.

Paula: we felt that setting it until the end of the year places a larger fiscal responsibility on the board to pay for it, especially in light of the unexpected equipment issues that have arisen.

Ani: update of engineering equipment needs, the STL is not needing to be replaced.

Judy: the reality is the web is the future and we shouldn't just focus on catching up, wanted to clarify that the staff supported the increase until the end of the fiscal year. Supports extending the increase to the end of the fiscal year so that VJ can really focus.

Nia: are you getting training from Roger? I was under the impression that the plan was for roger to train the Web Coordinator as he did not plan to do it indefinitely.

Paula: the 90 days gives opportunity.

Nia: who will do the review after three months

Kurt: the board will vote to extend, the finance committee will be tracking.

 

Erin moves that the board allocates 10 more hours per week of pay for the web position effective February 1 for 90 days.

Paula seconds.

Unanimous vote.

 

Personnel- Personnel committee changed the verbiage in all job descriptions to reflect "regular” membership drives rather than a particular number

Comm also recommends compensating the underwriting coordinator for a discrepancy calculating paid time off benefits.

Paula: Has he been recording the actual hours and no one's caught it.

Ani: Justin has been recording it and mentioned it in his last performance review

Personnel recommended Justin be granted retroactive time.

Kurt: request amendment that include having Justin sign saying that it has been resolved.

Erin moves to approve the action items presented by the personnel committee.

Chris seconded

Unanimous vote.

 

Ani: will communicate with Debbie to and Zale to make changes

Development-Paula: Blazers night went well, sold at least 50 tickets, square dance is coming up, fundraiser coming up next week, has increased community partnerships,

Judy: went to a film and we heard KBOO. And that's all they said. Not even community radio.

Programming committee did not meet due to inclement weather.

Engineering- John: STL has been fixed. Still recommends planning to buy a new one, but it is not as urgent. There is an antenna pole on the roof that needs to be replaced.


Pendleton Update - Gary Lee Betts was not able to make it.

Policy# 3 Ani: as part of the collective management transition felt that we did not need to reinvent the wheel but need to be updated to reflect current, institutes the change that there will be an evaluation committee, that includes 2 staff and at least 1 board member. Performance criteria primarily remains the same with a minor formatting change.

Judy: evaluations and evaluators will be confidential, wants to know how that's happening since they have names on them.

Ani: the person being evaluated gets s summary of comments without knowing who said what. The concern was that people could not be candid in their evaluations for fear of reprisal

Judy:concerned if it were volunteers are part of the CRC that would be problematic

Erin: their could be a potential conflict if the same people are on the CRC as are on the evaluation team, as long as we are aware of that

Paula: legally there is a concern about volunteers having access to confidential personnel information

Kurt: what other options beside the CRC

Ani: the board

Chris: advocated to keep it in the CRC, people are chosen for the CRC based on their experience or qualifications, the decision would just be if the eval was done fairly not just as a way for the employee to register disapproval , feels that there is less likely to be a biased decision with having a 3 person eval team.

Keller: we are volunteers, we choose CRC members according to their skills and qualifications

Paula: we are volunteers but we are legally obligated to the organization, so any decisions that they made would need to be upheld by the board.
Keller: if the concern is that we as the board would not know if a since we have a board member on the CRC, could we just include wording that the notification of challenge to the eval that the board and the CRC would be notified

Ani: add changed wording

Judy: wanted to clarify that the members of the evaluation team will be changing.

Ani: the staff agreed that it will rotate through the staff so as to share the fun

Keller moves to approve policy #3, Employee Evaluation as presented by the Personnel Committee with the following changes: in section 10 , adding “the CRC will then notify the Board that they have received an appeal.”

Erin Seconds

6 to approve

1 opposed

Housecleaning (physical).-Kurt: the entire building is in need of cleaning, dead storage is overrun

Keller: I think that we should be cautious about issuing mandates to staff, however there is an issue with a lack of inventory

Paula: it is a much more urgent issue in that our insurance is not current because of a lack of a assets inventory. Debbie has been trying to get this made into a priority.
Ani: there are a couple of issues. There was a request made by the board last spring to get an inventory together. Dead storage has long been an issue, it has been an issue for several departments. It's also a place where we keep spare equipment. There are competing needs for a limited about of space.

Marty: wants to know what kind of inventory do we have.

John: several times a year, Debbie and I go through.

Nia: do you track it yourself, it seems that it wouldn't be very effective for the finance person to track.

Erin: will contact Debbie about insurance and inventory

 

Nia moves that each staff person complete department inventory within 3 months.

Keller seconds.

Unanimous.

 

Erin moves to go into closed session.

Unanimous vote.

9:19p Closed Session

 

 

no

2010 Meeting Minutes

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2010 Meeting Minutes

Meeting of the KBOO Board of Directors, 2010/12/20

Meeting of the KBOO Board of Directors December 20, 2010

Board members present: Chris Andraea, Marty Soehrman, Maire Cullen, Kurt Lauer, Keller Henry, Paula Small, Devin Russo, Nia Lewis, Becky Chiao, Judy Fiestal
Staff Rep- Ani Haines
Community/Staff- Sekoynia Wright, Rabia Yeaman, Per Fagereng, John Mackey, Crystal Elinski, Louis Sowa, Yvette Marinowski, Zale Chadwick, Alicia Olsen, VJ Beauchamp, Ruth Kovacs


Meeting Starts/Check-in 6:00p
Paula moves to start meeting.
Devin seconds.
Unanimous vote.
Public Comment- Daniel Forbes: new to area, has extensive experience in journalism, is interested in running for the board. longtime listener of WBAI in New York.
DJ Audio: wants to return to bring more hip -hop to the station like he was doing before
Ani: clarified that DJ Audio has never been banned, show was taken off the air, ha has already been advised that he needs to meet with Ani and Chris M about applying with programming; reminded that these issues are not in the purview of the board.
Ruth: wanted to promote the idea of developing the Pendleton station. was surprised to hear that the matter has been resolved and KBOO is working with a local group to develop a station that will be run by the group.

Vote of No Confidence in Board President- Maire
Maire:not sure where the vote of no confidence idea came from. Wanted to bring up issues from the Chehallis discussion but did not intend to make it a vote.


Staff Reports-Ani, John
-Staff has sent policy #3 revisions to the personnel committee to finalize for board approval
-Have started working on policy#5
-Currently discussing formalizing the staff decision making process
-Music training excellence classes are being developed by Joe Azevedo and Erin Yanke
-Erin Y is looking for class ideas, as well as new trainers
-Winter Membership Drive-Jan 27-Feb 5
Kurt: encourages all board members to do at least 3 shifts
Keller: That seems fair since programmers have to do 2.
Development: Hopworks Urban Brewery is developing the KBOO beer.
Becky: would like to see stickers that match Hopworks label.
Web-VJ has added a PDF of the program grid, staff will be discussing developing a KBOO app for mobile devices, KBOO is now linked to Powell’s Bookstore if people link to Powell's from our site KBOO gets 7.5% on anything purchased.
VJ:The KBOO app will be specific to KBOO, there are already other apps that connect to community radio.
Finance-Is working to make sure that equipment is insured.

Chris A: heard that the Bank of the Cascades might be a failing bank. Is that a good one for us to be associated with?
Paula: They are not failing, they’ve actually been picking up more business from other banks that have been failing. Credit unions can’t handle the number of EFT’s that we generate during the drives. We looked within community first and Bank of the Cascades was the closest we could find.
Paula: also wanted to acknowledge Rebecca and her team of people that are uploading our newscast every day usually within an hour of airtime. FSRN is suffering financially and more than likely will not be producing content past next week. Rebecca has been on top of working with Chris and Kathleen and programmers to plan a strategy.
Pledge Drive- Judy: heard that specials don’t make money during the drive
Ani: some do, some don’t. Andrew did some tracking and found if they are done and promoted well they generally do better.
Chris A: wants to see live remotes during pledge drive.
John:serious problems with STL (studio to transmitter link), we have two and even the back up STL has been having problems. we may be approaching the time when we have to consider replacement.

Strategic Planning-Bill Flood (PARC): the team has been gathered to provide direction for KBOO consisting of board members, staff, programmers, and community members. working to identify critical issues. KBOO does not have a mission statement- a concise statement of what we do. all staff have been interviewed in the process. has two questions: what do you want to accomplish with this plan? will the board buy into the accountability of collective management?
Becky: adapting to the new scene of radio. keep up with the changes in Portland. better question is what can the board do to support the staff?
Nia: How often are we going to get SP updates, can we get them in writing so we are not taking up board meeting time?
Ani: There will be a strategic planning page on the website where people can make comments, ask questions, etc.
Bill: I can send a monthly consultant summary
Marty: where has collective management model been working?
Keller: Because of poor management in the past the staff have already been running the station informally. Now it's just a matter of making things on paper coalesce with what's happening in practice.
Rabia: it would be very complicated to have the board directly supervise staff since board members can be programmers and that would mean that they would supervise someone who could conceivably supervise them,
Chris A: needs a high visual identity that we define ourselves. right now the image is defined by others- tye-dyed hippies.
Kurt: will answer questions in email.
Bill: Feb 8th 6:30p Community Strategic Planning Meeting-location to be announced.

Becky votes that we approve November minutes with additions to be submitted by Maire. (No additional information was provided)
Nia seconds.
7 In Favor 2 abstain

Committee Reports
Engineering-See engineering report:EAS-CAP compliance time line has been extended, so no new equipment is required at this time.
STL- likely to need replacement in near future.
Becky: on page two there's a thing about me or whatever, will say that when I was board president I did try to be proactive, talking to John about some of these issues he keeps bringing up and that since I haven't been President I haven't been. so we had that discussion so if anyone wants me to do something about talking to John I will, but this is fairly accurate of what can happen.there is something in the report regarding her talking to John that she felt was inaccurate.
Programming- made decision to make Tillicum Wawa a weekly show
Nominating Committee- still accepting applications for new board members,
Maire: volunteered to make an on air cart, also met to talk about attendance issues at Keller’s request
Personnel-policy#3 staff evaluation policy
Development-Paula: Shanghai night is coming up New Year's Eve.
Rabia: KBOO will get kickback regardless of what you buy at Powells.com when you link through the KBOO website.
8:17pm Nia moves to go into closed session.
Devin seconds.
Unanimous vote.
11:00p Judy moves to adjourn meeting.
Keller seconds
Unanimous vote.

Meeting of the KBOO Board of Directors, 2010/12/8 - Executive Committee

 

KBOO Executive Committee Minutes – December 9th, 2010
In Attendence
Kurt Lauer – Board President
Nia Lewis – Executive Member at Large
Erin Brand – Board Treasurer
Scott Pratt – Legal Counsel
 
Meeting starts at 6:41pm
Move to go into closed session to discuss litigation.
Meeting ends at 7:50pm

Meeting of the KBOO Board of Directors, 2010/12/1 - Executive Committee

 

Wednesday, December 1st, 2010

  Executive Meeting, KBOO Studios


  Present:  Kurt Lauer, Nia Lewis
  Via telephone:  Erin Brand

  Meeting begins:  5:38pm

  General discussion of KBOO Foundation acquiring Chehalis signal, recently made available by the FCC.
  Kurt favors the acquisition.
  Nia addresses financial considerations regarding KBOO if signal cannot be re-sold to another buyer.
  Erin agrees that the opportunity should be taken.
  Majority of Board members have responded to the affirmative, via e-mail discussion.

  Kurt asks the question, "Shall we pursue the Chehalis signal if it is still available to us and can be authorized?"

  Yea - 3, unanimous

  Nia to confirm paperwork with John Mackey
  Kurt to sign paperwork when presented.

  Meeting ends:  5:45pm

 

Meeting of the KBOO Board of Directors, 2010/11/22

Approved 12.20.10

Board Meeting 11/22/2010

Present-Becky Chiao,Erin Brand, Keller Henry, Marty Soehrman, Chris Andreae, Paula Small, Kurt Lauer, Judy Fiestal, Maire Cullen, Devin Russo, Nia Lewis,

Absent-Jim Craven(excused)

Staff Rep-Ani Haines

Community/Staff-John Mackey, Alicia Olsen, Louis Sowa, Zale Chadwick,

 Thanks to Chris Andreae for bringing dinner.

 6:00p Check-In & Dinner

6:20p Meeting Start

Public Comment: None

October Minutes-Becky moves to approve minutes

10 In favor.1 abstain

Presentation from Chris Andreae

  • Orientation: Feels that more emphasis should be put on making sure that everyone attends orientation. Orientation could be a day long, more detailed session. Perhaps an orientation team of experienced volunteers to work with new volunteers.

  • Funding- will bring this up again at a later date.

  • Name Branding-KBOO needs to create a recognizable brand; feels that the former model of “outreach” is outdated.

Kurt: agrees that we should be focusing on bringing new audience to kboo.

Nia: wants to clarify that the strategic planning committee is currently working on some of these issues.

Judy: the committees are the place to bring specific ideas. The board hasn’t really been working specifically on outreach.

Paula: the brand issue would have to come to the board.

Staff Reports-Ani· (staff report doc attached)

  • Watershed Event- there has been some confusion about requirements for the broadcast but the event is going to happen. The planners want to try and make this a monthly event.

  • Advanced Conflict Resolution Training- Zak Schwartz- Staff will be setting a date for the 6-hour training. Will be on a Friday, required for all staff and board members, then spots will be opened to committee chairs, receptionists etc. The idea is to train a core group of attendees who model behaviors then help develop our own in-house trainings. These trainings would be offered quarterly at the station.

  • Chehallis Transmitter-John reports that KAOS wasn’t interested and said that they did not budget for it and could not commit to partnering and it seems that at this point we have to decide whether to let it die.

  • Judy: Requests a closed session to discuss personnel issue.

  • Staff Evaluations: Marty will work with Ani and Erin Y to complete evaluation for John.

 

FCC reporting-Zale

  •  Because there is over 50% change in the board in a year, we must get approval from the FCC. Sent out a survey that all board members need to complete.  Marty will email Zale with the completed survey.

 

Committee Reports-Board liasons

  •  Programming- Becky: listening parties are being planned to evaluate shows to complete programming changes. The goal is for all shows to be evaluated every two years.

Chris A: wonders if it would be better, as some stations do, to limit the participation of program hosts as a conflict of interest.

Judy: suggests that the program committee consider adding a annual peer evaluation, feels that one evaluation in a two year span would be less than effective. Would support programmers and staff.

Paula: ideally the program committee should be listening more often.

Louis: How would we get people involved on the programming committee who are not programmers?

  •  Finance-December Meeting Canceled, will resume in January.

  • Web-Judy: VJ met with Roger and was able to get full access to the website as requested.

  • Personnel-Nia:Upcoming events- Square Dance and Mardi Gras; David Barsamian Event just about broke even, served more as a thank you for major donors than fundraiser.

Paula: reminds that we should be pushing the Blazers event since we can are limited in the promotions we can do for it.

  • Personnel- Ani: committee recommended additions for the nominating committee to consider for the board handbook; board secretary should be official repository for all board documents

 Zale: all the back-up documents are currently located in the “manager’s” computer, can work with secretary to create a paper file accessible to board secretary

Keller: committee suggested 4 policies for the staff to revise within the new staffing structure.

Judy: does not know what is going on regarding the staffing structure.

Ani: reviews the Transition Plan for Station Manager Responsibilities that was approved by the board in the spring. will print copies of report and put in board member mailboxes for the board books.(doc attached)

 

City Club Membership-Kurt

  • Remote Broadcasting-KBOO used to have membership and did a live remote then OPB started doing them. OPB is no longer doing the live remote. Should we attempt to resurrect the relationship?

Chris A: a great place to promote KBOO.

Paula: needs reps outside of the live remotes to do the networking aspect.

Chris A: already a City Club member, volunteers to represent KBOO.

Judy: the live remote sounds like something the staff should be deciding on.         

Kurt: is the Board interested in paying for a membership?

Paula: perhaps we could just decide year by year.

Becky: is the city club looking for someone to do the live remotes?     

Keller: there seems to be two distinct issues- membership and live remotes. do we have to pay to be a member to do the live remotes? if we do the live remotes, would we be comped the membership fee? perhaps Kurt can follow up on that.

Paula-board by-in is necessary,

Louis- seems that it would be a very unsual part of programming, possibly bringing in a newer audience to the station.

Marty: suspects that it is probably wanted to be done live and that wouldn’t be hard.

Keller moves that the Board requests that staff work with engineering work group to assess the feasiblity of broadcasting the live remote of the City Club Meetings.

Erin B Seconds.

Unanimous vote to approve.

 

December Board Meeting moved to December 20th

 

Board Member Attendance-Keller

Keller: At last month’s meeting, the board asked for a commitment from Maire that she would attend the next three board meetings, or she would be removed. As she did not attend last week’s special board meeting, i'd would like to move forward and ask that she be removed.

Devin: Last week’s meeting was an ad hoc meeting, Kurt said that it would not be a required meeting.

Paula: She understood it to be the next three board events, that’s meetings, retreats, etc.  Last week’s meeting was official, as we had to post notice, it was officially called, and was a special meeting.  She has the understanding that if Maire was to miss any board events in the next three months, the board would remove her.

Is there a second? Not at this time.

Becky: Would like to discuss this: thought this was sent to the Nominating Committee, to deal with attendance issues.

Keller: Read from last month’s minutes passed earlier this meeting.

Judy: Wants to hear from Maire as to what happened last week, but isn’t sure about removing her.

Point of process from Louis—there isn’t a second, there shouldn’t be further discussion.

Erin B seconds.

Nia: There was an issue of lack of communication as well, would like to hear about why Maire wasn’t able to attend and why she did not communicate.

Maire: Was not aware of the meeting until the weekend before the special meeting—was unable to change her dialysis time for that date, due to the lateness of her finding out.  Also, Chris M told her that it could be a conflict of interest for her to attend.  She would like everyone to have her cell number, as she only has access to a loaner computer. Did her absence hurt anything?

Keller:  We need the communication from you, you are one of twelve board members, and each person is essential.

John Mackey: Saw Maire asked to not be involved in meetings / process that addressed the on-going conflict, that Maire is a party to.

Vote:

Yes: 1

Opposed:  6

Abstain: 3

Maire recuses herself from the vote.

Judy: Suggests that the nominating committee work closely with Maire to ensure better communication.

Paula: Maire has told us that she may not be able to make the meeting in December, based on her dialysis provider changing. 

Kurt: If she can’t make December, we know what’s going on and it will be considered an excused absence.

 

Jim Craven’s Resignation

Kurt: Jim has resigned the board effective immediately.

Becky: Nominating committee should find a person to fill the remainder of his term, which ends Oct. 2011.

Ani: reads from By-laws Article VI section 6 regarding vacancies.  Recommends that vacancies be widely posted, and that the Nom Com interview and or perhaps hold a meeting for interested members.

Nia: Suggests that NomCom approach Mimi V., a member of the Development Com.

Zale: Nom Com!  Go Nom Com!

Erin B: Wants to see the Nom Com meet around this.

Zale: will be sending out an election handbook to the board. Encourages that we post this widely to encourage as many candidates.


 

Tom Wendt/2011 Keeping the Blues Alive award winner-Keller    

  • The award ceremony in Memphis. If Tom wants to go, should KBOO try help come up with the funds? If not, how else can we recognize Tom in town?

Erin B: Someone may be able to donate frequent flier miles.

Marty: brings up the possibility of broadcasting the ceremony.

Paula: Could look at partnering with Cascade Blues Association for a fundraiser.

Kurt:The award was for blues excellence in community radio.        

Chris A: We could so media press releases,

Ani: A volunteer who is close to Tom is going to ask whether he wants to attend the ceremony. 

Judy: How many people have we done this for in the past?

Marty: This kind of thing is a rare honor and we should be consistent in honoring people in the future.  Can we post something on the front door?

Paula: Create on-air spot.

Closed Session-Judy moves to go into closed session to discuss a personnel issue.

Devin seconds. Unanimous yes.

Meeting Open To Public

Keller moves to adjourn meeting.

Erin B seconds.

Unanimous vote in favor.

 Meeting Ends 10:04pm

 

AttachmentSize
Transition Plan for Station Manager Responsibilities board approved 02 2010.doc39.5 KB
Staff REPORT TO BOARD OF DIRECTORS 11 10.doc27.5 KB

Meeting of the KBOO Board of Directors, 2010/10/25

Approved 11.22.10

Board Meeting Minutes 10/25/10

Board Members Present: Kurt Lauer, Erin Brand, Marty Soehrman, Keller Henry, Paula Small, Maire Cullen, Devin Russo, Judy Fiestal, Nia Lewis, Becky Chiao, Chris Andreae, Louis Sowa(outgoing president)

Absent: Jim Craven

Staff Reps: Ani Haines, Chris Merrick

Members of Public/Staff: Sun Lee, Rabia Yeaman, Per Fagereng, Alicia Olson, Yvette Marinowski, Zale Chadwick, John Mackey, VJ Beauchamp

 

Thanks to Becky for bringing dinner!

 

DInner and check-in: Board members report on what's been going on for the past month.

 

Louis advises that he will be serving as president during the meeting until a new president is elected and reminds board members that discussion of a topic should not happen until after a motion is made.

Development Update:Sun

  • Boo Bash is coming up on 10/28 at Mt. Tabor Theatre. Give a little history on the Boo Ball and it's evolution. It's been two years since KBOO has hosted the Bash.

  • Hands out raffle tickets for board members to sell, encourages the board to be more involved in fundraising. Raffle will be done twice a year.

  • David Barsamian speaking event and major donor reception -encourages board members to attend reception- First Unitarian.

  • Blazers Game- outreach opportunities- tablers from past event (Jan) report success/positive community response.

  • T-shirt Contest-KBOO will issue a limited edition t-shirt: artist design submissions, voted on by members; perhaps tied into an event to focus on community building more than fundraising, increase traffic to website.

  • Dine out and Blazers events can't be promoted on air, because a for-profit company is partially benefitting from the event.

  • Development Committee meets 1st Mondays at 6:00pm.

 

Public Comment

Rabia: Advocates lawn sign promotion/inexepensive and high-visibility. Opportunities to reach communities where KBOO is underrepresented.

Per: Would like to see a new bumper sticker. Feels the new stickers don't stand out.

 

September Minutes

Judy moves to approve September minutes.

Becky seconds.

10 In Favor

1 Abstain

 

Attendence Requirements

Becky:  The Nominating Committee is the right body to deal with non-participation and absenteeism of board members—suggests the Nom Com follows up.

Keller:  Feels the board must set the example to fulfill commitments.  Proposes that Maire make a firm commitment to attend the next three meetings, or that she be removed.

Erin: Similar concerns given that the CRC had to act last month, and Maire didn’t return any communications.

Judy: Is also concerned over Jim’s ability to participate.  He has missed several meetings due to work, and hasn’t fulfilled committee work.  Agrees that the NomCom should follow up.

Paula: Not the first time concerns over participation expectations have come up; feels the need to be very clear about the board’s expectations.

Kurt: Feels it is important to establish clear expectations at this, the beginning of the new board year.

Rabia: Supports upholding the by-law to remove for non-participation.

Ani:  Reads bylaw, Article VI, sect. 8, (a) last sentence regarding non-participation and removal by board members.

Maire: Says that she wasn't aware that her presence was required at the annual meeting.

 

Keller: Point of Clarification- refers to August minutes: Maire's attendence and failure to follow through on board responsibilities were on the agenda. Maire assured the board that she would attend the annual meeting and committed to bringing the refreshments.

 

Yvette: Concerned that this may be used politically.

Keller : Move that the board ask Maire to make a specific commitment to attend the next three required board events that are noted in bylaw Article VI, section 8, (a); failure to do so will result in vote by the board for removal.

Devin seconds. 6 in favor 2 opposed 2 abstain

Meeting lengths/Schedule

Jim had expressed concerns at the Board Meet and Greet over a personal schedule conflict. Via email, board members discussed possible changes to the regular meeting day/time, but found that the current day/time works best for most. Jim did not participate in the email discussion.

The Board finds that no action is necessary at this time.

Devin: Concerned about meeting running long, he cannot stay past 10:00pm.

 

Role of the secretary of the board

Louis: Suggests that some secretary duties be shared with Vice President.

Judy: It has been good practice that minutes be sent within a few days of the meeting while fresh in everyone's mind.

Erin: Board liason should be responsible for providing secretary with committee meeting minutes.

Becky: Disagrees, liason should send committee meeting minutes to all board members. Thinks secretary already has enough responsiblilities; posting agenda draft and meeting minutes to website.

Judy: In the past, things that needed to be communicated to community has been the responsiblility of the secretary.

Becky: Thinks this could be delegated to VP.

Erin: Suggests the VP could be responsible for email bulletins and maintaining a blog.

Judy: Recommends the nominating committee draft a Board communication protocol.

 

 

Board Officer Election Results

President-Kurt Lauer

VP-Paula Small

Secretary-Keller Henry

Treasurer-Erin Brand

Member At Large- Nia Lewis

 

Thanks to Louis for serving as President.

 

Committee Responsibilities

Judy: Reminds the board that while two representative may be assigned to each committee, only one person is designated as the committee liason.

Erin: Reviews Policy#66, Board Committee Liason Responsibilities.

Becky: Suggests that board members that do not hold offices should be liasons to a committee.

(Committee liasons in bold)

CRC- Devin

Program- Becky, Kurt

Engineer-Marty, Keller

Finance-Erin, Jim,

Personnel- Keller, Chris A

Development-Nia, Chris A

Nominating-Becky, Erin, Kurt, Keller, Maire

Strategic Planning- Kurt, Keller, Judy

Executive Committee- Kurt, Erin, Nia

Web-Judy

 

Becky: Recommends forming a technology workgroup to address new technologies/use of the web.

 

Chris A: Suggests that committees could be restructured to address overlap issues/board member committment. Will submit a more formal proposal in the future.

 

Rabia: Programming committee has stipulation that only two board members can be on the committee.

 

Ani: Clarifies that members who are on the board can become a member of the programming committee by attending 3 meetings as a member of the community. Cites bylaw, Article IV, Section 1,there shall be one class of members of this corporation.

 

Becky: Will develop and present a proposal to develop a Web/Tech workgroup.

 

Break

 

Chehallis Transmitter: John Mackey, Mike Brown

John: A license is now available in the Chehallis area. We would have to pay off other interested parties to retract their applications.

Mike: We would be issued a permit to build with a 3 year deadline. To either build a station or sell the license.

Keller: What would an estimate for the starting costs for the project? Expressed concerns that KBOO is experiencing more technical and equipment issues at the station we are currently running. It is fiscally responsible to spend money on an expansion project while we are in a deficit and have major issues at the station.

Mike: Estimates $10-12,000 to get construction permit.

John: Another possiblility would be to build a translator.

Mike: KBOO wouldn't have to come up with money for about a year, but the decision must be made within the next few weeks. Lower power signal than originally expected.

Chris A: Has anyone done any market research to find projected revenue streams? This market does not necessarily have the means to make it worth expanding into that area. It is more than census demographics, it's about checking out the community and getting an understanding of the area and the people who live there.

Nia: Wanted to clarify that previous reports of signal reaching the Seattle are no longer accurate.

Paula: Feels it would be fiscally irresponsible to support: the station being in a deficit, coming short for membership drive, underdeveloped relationships within the communities that we already serve. Need to strengthen what we have before we look to expand.

Marty: The opportunity to research this has passed. It should have been done 2 years ago. This may be something to research for future opportunities.

Rabia: Thinks that we should focus resources to expand web presence.

Chris M: It's an opportunity to see if someone else wants a radio station in the area.

Becky: Notes that there seems to be two options to pursue--  1) we expand to take the Chehalis transmitter, or 2) we work with another community group to secure the frequency, and try to turn this over to them as soon as possible (like has happened in Pendleton).

Judy: Moves to authorize Mike Brown to make contact with KAOS to see if they are interested in working with KBOO on a Chehalis transmitter. Devin seconds 8 In Favor 2 Opposed 1 Abstain

Mike says that he’ll get back to the board right away, most likely within a week.


 

Production and EAS equipment:Chris M/John

Chris M: FEMA is adopting a major EAS upgrade incorporating the CAP(common alerting protocol) stations have until march 30 2011 to comply with new standards.Cost of new equipment is expected to be around $2400.

Last month the board approved additional funds for unexpected overage in cost for new equipment in DES and Studio 2 associated with the PTFP grant.New estimates for this eqiupment is signifigantly less than the board approved and the difference could cover the cost of the CAP equipment for the EAS upgrade.

Maire: Moves to send the issue back to finance to review.

Devin seconds.

Paula: Money from equipment was already allocated by finance, so this is just reallocating and does not need to go back to finance.

Kurt- Does not promote spending on the equipment until other funding options are investestigated.

Chris A: How long will it take to get the equipment once ordered?

John: About two weeks.

Ani: NFCB is putting together a group to get equipment order discounts before the March 31st deadline.Ginny from NFCB said the upgrade was announced "quite a while ago."

Maire: Retracts motion.

The matter will be revisted in the January board meeting. John will moniter and keep track of NFCB progress and research other funding options.

Committee reports Personnel drafted a change to policy #1, Non-Discrimination and Sexual Harrassment

Judy: Moves to amend the language in policy#1 from "has an obligation to" to "shall." Erin seconds. Unanimous vote to approve.

Staff Report

Judy: Wants to recongnize Bruce for his prompt response in completing an energy audit.

Chris M emailed the October staff report, copies on hand for review as well.

 

Ani: Staff is working on getting performance reviews caught up. Per the management responsibility transition plan, Erin Yanke and myself need to work with a Board member to complete the reviews.

Board members will participate in performance reviews for:

Erin: Andrew Geller(Reviews have already been collected, to be completed in Nov.) ; Marty: John Mackey; Nia: Sun Lee; Erin: Bruce Silverman; Erin: Debbie Rabidue; Maire: Ani Haines; Becky: Chris Merrick; Judy: Kathleen Stephenson

Erin moves to go into closed session.

 

Closed Session

 

Move to adjourn Kurt – second Erin

 

10:28 Meeting Ends

Meeting of the KBOO Board of Directors, 2010/09/27

Board Meeting

September 27, 2010

Present:  Louis Sowa, Nia Lewis, Marty Soerhman, Kurt Lauer, Erin Brand, Judy Fiestal, Becky Chiao, Maire Cullen-Gilmore, Chris Merrick (staff), Ani Haines (staff, and note taker)

Public present: Rabia, Per Fagereng, VJ Beauchamp (staff), Keller Henry, Yvette Maranowski, Paula Small, Chris Andreae, Alicia Olson, Zale Chadwick (staff), Glen Owen, Devin Russo.

 

The Chehalis discussion was about acquiring a new signal in Washington that the FCC had made available.  We declined to pursue it due to cost.

Public Comment:

VJ Beauchamp:  introduces self as the new Web Coordinator.  Has 15 years experience, loves radio, is a librarian by training.  Excited to be here.

Chris Andreae:  As a new board member, interested in what’s going on? Timeline for new board members, what’s the issues facing the board.

            EB: We’ll be scheduling a meet and greet.

            New board members are seated in October, old remain the voting members til then.

Yvette Maranowski:  Thinks that the Donor’s Bill of Rights is worthwhile. 

Keller Henry:  Will board revisit the reps to the strategic planning committee?

Finance Report:

EB: There are two versions of the staff salaries sheet, one shows budget with manager’s position, one shows budget within

BC:  Basically we have prepped the same budget the last several years, with about the same deficit.  I’m okay doing this one more year.  I see that we’ve worked hard on improving the programming, staff need to wrap up Pittman grant.  I have questions about equipment and web expenditures.

EB:  Debbie needs to work with John Mackey on inventorying equipment,

JF:  Would like to see the station get an energy audit; it’s environmentally responsible, and could save money.

Is this something that could happen and the board could get a report in three months?

            Ani:  Yes, Bruce would be the person to do this, and I’ll talk with him.

Board member asks about the HD channel:

We need to get on this, how do we make sure we are using all resources.

            Louis:  Send the chief engineer to training--- there is $1,600 in the budget for this – it’s in the auxiliary budget

            Becky: Not sure that’s the best thing to do at this time

Paula: Appreciates the questions, and reminds board members that this is not the first time the board has seen this budget.

EB: Moves we accept this budget.

JF: This budget means the budget without the station manager’s postion, right?

EB: Yes, though we have that information, if we want to budget that position.

Nia seconds

Chris Merrick:  PTFP Grant is outstanding, and to finish it, we need two more mixing boards.  The original mixing boards proposed are no longer being made.  John is pricing alternatives, and the lowest cost be $13,000, which is up $4,000 from the original budget for the project.  Request for that additional $4,000.

EB:  This is in the auxiliary budget, and would be added there.

Makes friendly amendment to her original motion, to add the cost to the auxiliary budget.

BC:  Why wasn’t the equipment purchased earlier?

John Mackey:  There was lag time after the grant, there was waiting due to the equipment being phased out by the manufacturer.  The manufacturer said they’d have two boards for us, but we had to wait until he had an order for five, then he didn’t want to include us in a larger order.  Then he had to get approval to modify the equipment in the grant, and submit those changes, and bids for different equipment.

MC-G: Would like to see this $4,000 come from major donor campaign, or some other fundraising effort—not from the general budget.

Paula:  Not realistic in the timeframe, but would does think it’s possible to recover those expenses

Kurt, calls question—

Nia withdraws her second, due to the late news regarding increased equipment costs in the PTFP grant.

Louis seconds

Vote called: 

6 yes

2 abstentions

Staff bonus:

EB asks Paula to explain.

Paula discusses reasons for the staff bonus this year.  The staff have asked not have a bonus. Seems fair and in keeping with being respectful to staff, given that we pay well under market.  Recommends the bonus.

Ani: to clarify, Jenka is still on staff, she is on leave.  Other staff who have left, have left our employ, and are not staff.  They are not included in the bonus, but Jenka would be.

MC-G: Paula, when you say we pay under market rate, are you looking at the budgets of small non-profits. Don’t mean to be a grinch, but can’t go with bonus during a deficit, at least we haven’t had lay-offs.

Paula: We’ve looked at Pacifica, and others—yes, we are underpaying.

Keller:  While concerned about the deficit—concerned about a message that staff should be happy to just have their jobs.

MS: Would like to look at it through a cost analysis… will it cost us more not to spend the money?

JF: Would like to see us seriously address a COLA, and could go with 50% of the recommendation.

Paula:  There are things that need to be discussed regarding staffing budget.  There are serious issues with the pay structure of at least one staffer, who is payed hourly and on commission, because of the way we pay him, she believes there are some weeks he has worked and received less than minimum wage.

Becky:  Motion regarding possible minimum wage violations—we are now on notice that there may be a violation of minimum wage laws.  This cannot happen— staff must keep a time-sheet, and must be told to go home if they are out of hours. We cannot have violations of minimum wage law. 

EB Seconds

Passed unanimously

Who will implement? 

Debbie will track time sheet, Ani will give information of concern and address situation with employee and Debbie.

Kurt: Moves that we pass the $10,000 staff bonus.

Nia seconds

Vote:  2 yes

4 nos

2 abstains

BC: Would like to have $5,000 for staff retirement fund in lieu of bonus.

There is policy that addresses assessing bonuses in Jan, for the fy. 

BC: Withdraws motion, will address at that time.

 ½ time Training / Ops manager:

Chris Merrick:  Erin Yanke has been our Youth Advocate, she has taken on extra duties since we have been operating without a station manager.  He has submitted a job description, and advises the board to approve the job, with Erin as a transfer hire.

BC Motions to accept the Job Description

EB Seconds

Approved unanimously

Board Orientation:

Will be on Sunday, October 17th, 11 – 1 at KBOO.

Staff report:

Ani:  Many staff are quite busy with the membership drive, which is the biggest focus right now.  Have also been quite busy with many conflicts this last month—trying to layout good process, and assert community standards for all.

Chris:  Nearing completion of the PRETSI grant, we are a little behind on it, the grantor’s know, and have approved it. We have held the programmer’s meeting, and will be doing a larger community meeting to finish up—this will involve a survey regarding the implementation of training.

We will be going before a judge for the Papadop suit on Oct. 26th, the lawyers will argue before the judge as to why the suit should be dropped or sustained. 

JF: wants to talk with Chris to see if the strategic planning survey and the survey talked about in the PRETSI grant could be combined.

Zale:  The board members who are new this year need to give me information for the FCC Ownership – namely, does anyone own a part of another media outlet.  There was an email sent around, and she needs those answers to file that report.

By-law petition of members:
Chris:  Glen brought in a petition on Sept 13th, the petition was drawn up on the 6th, and amended on the 7th.  An issue is which version was the version that the members added their names to.

Yvette:  The people who signed signed with the understanding that it could change and they’d be okay with that.

BC: Generally, in a petition, people read the language of the petition, and then add there names to it, stating that they support the petition as written.

Zale: Another issue though is, those members haven’t actually signed.

Yvette: The members are using the process in the by-laws.

JF: Would like to move on, given there is no action at this time.

Strategic Planning Group:

JF: Board selected three reps last month, but is concerned about shutting out the new board members.

EB: would like to step down.

JF: Who else is interested? 

Three of the newly elected board members are interested, as is Maire and Nia.

JF:  Perhaps we could have everyone that is interested in doing this speak briefly to why they would like to serve on this workgroup, and then we could vote?

            What about this decision coming after the meet and greet / orientation?

            What about rotating the third position?

                        Has been discussed, there are pros and cons.  If someone was going to “job share” a position, it’s important that the new person coming in be fully brought up to speed. 

                        Continuity shouldn’t be sacrificed, this is structured to build on each previous meeting.

                        The sharing could be a way to lessen impact of personal agendas that could sometimes get in the way.

BC: Moves to table the decision of naming the three reps until the Oct. meeting. All board members interested should attend the Oct 4th strategic planning meeting.

KL seconds

Passed unanimously

July and August Board Minutes:

EB: Moves to approve the July and August minutes

BC: seconds

5 yes

2 abstains

Break—

8:40 pm Closed session called for personnel matter:

·        Personal relationships

·        Mutual respect for one another

Meeting moved back to open session at 10:55 pm

Move to adjourn at 10:56 pm

Meeting of the KBOO Board of Directors, 2010/9/19 - Executive Committee

 

Executive Committee Meeting
Sunday, September 19th, 2010
In attendance
Louis Sowa – President
Erin Brand – Treasurer
Nia Lewis – Board Member at Large
 
Agenda: Vote on staff health care plan
Motion: To approve the Kaiser SB10 health plan as specified by our insurance broker. This would renew the current plan the KBOO staff already have, but with a budgeted 9% increase in cost.
 
Discussion:
Louis does not like spending so much money when we are in a deficit but feels that with the current wages at KBOO it is necessary to retain health benefits at existing levels.
In the past the Board has deferred to staff recommendation on health, vision and dental plans. We agree that this is a good practice to retain employee morale.
 
Motion passes unanimously.

 

Meeting of the KBOO Board of Directors, 2010/08/23

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Meeting of the KBOO Board of Directors, 2010/08/23

Board and Staff Present: Chris Merrick, Erin Brand, Judy F, Jim Craven, Marty S, Becky C, Kurt, Louis, Ani, Ivonne, Maire, John M

Public Present: Per F, Susan E, Glen O,Yvette M, Devin R, Paula S, Kathy B, Keller H, Alicia O

6-7:15 Closed Session

7:30 pm Check in

Food Thanks Jim Craven!

Public Input:
Paula Small - thanking the board for taking the time to be diligent on issues at hand.

Strategic Planning report
Board looking into getting a budget for strategic planning which will mean going into surplus budget. PARC was interviewed several folks in a workgroup; Ani, John, Debbie, Louis, Erin, Kathleen, and Judy F. Workgroup liked PARC b/c of prior work with tribal communities, and other equally passionate organizations. PARC was also clear with goals, and seemly deliberate with intended movement of those goals. They know about the station.

Ani liked that they objectively listen and know about highly polarized environments. PARC have worked and are comfortable working with arts and culture groups.

Judy moved that we adopt the contract. Erin seconds it. Erin introduces the budget, stating if we did it now the deficit would be over 90,000 thousand. Erin thinks that we should spend the money, and try something new. Ani adds that Stan from PARC cut the initial price from 21,000 to 18,000.

Per isn’t convinced that we can’t ulitize volunteers we have the to do it for free

Board would pick members at large - Paula clarified that this is not a goal but a milestone.

There has to be buy in on all levels of communities within the organization. Chris wonders if we can do fundraising or submit grants to offset the cost. Chris also wonders if the plan is to help us market KBOO and programming better or do we want to change it? Ani responds that PARC understands that the programming was the product and he doesn’t want to change that. The focus will be on on marketing and how we raise money. Kurt wants to know how long that focus will take with manpower. Erin feels as if we need outside assistance - it’s good to have someone with an outside perspective. Ivonne asked what PARC's definition of Stakeholders of KBOO? Judy answered Members, Listeners, Supporter, Board Members, and Staff. Maire wants to know what steps were taken to ensure that volunteers could - Ivonne would like to add listeners from all genres, she hopes that all will have that consideration.

Judy Moves that the board authorizes KBOO to sign a contract with PARC to engage the service to implement a strategic plan, with a $19,000 cap starting Aug 19th

  • 6 in favor
  • 4 opposed

Deena moves that the Boards gets an in depth report from the work group in 3 months to look at the goal plan

  • Unanimous

Board members appointed to the Workgroup

  • Deena
  • Erin
  • Judy
  • Kurt

For the meeting in Sept.
Received a Petition to change the bylaw, but the petition was not signed with enough signatures, and they weren’t all members. Yvette is asking what is required. Chris referred them to an attorney for the answer.

Erin - Election Update- meeting is Sept 19th at Mt Tabor. Lots of stuff to do

Ani and Rebecca are working on the online forum. 12 candidate forum - 6 on one night, 6 on the other. 6&8 of Sept, 7-8pm Ani will handle it. Andrew will post information about the event for the web. Erin will email Becky who will email Ani.- but not responsible for content. Maire will sign up for food. Ani will scout the location 54th and Belmont. Ani wants to have a forum for the bylaw proposals. Erin would like a pro/con statement. Ani would like to keep it between issues, and not the candidates.

Maire has not been or participated in board meetings for the last three months.

Jim moves not to take the vote, Ivonne seconded it.

Engineering workgroup responsibility
This is parallel to Programing committee - goals can be set by the board, which is a monthly meeting. Outlined is the work being done, and the responsibility. “that” in the first sentence should be removed. It would be policy 64... . Section C section 2 is creating a rule for engineering. This will create a larger pool of engineers. The hope is to have a pool of folks to train. Ani wonders the difference between the naming of a workgroup vs a committee. Calling it a open committee for not standing for the board. This workgroup is in addition to the workgroup. If it’s a open group people with a skill set can be involved. Would folks need to be trained again. Keller’s asking about which group will be doing the work, and how can someone with no skill set get on the workgroup. What is the purpose of two groups?

Erin would like to make a motion to adopt the engineering workgroup responsibilities, which entails a workgroup, and the disbandment of the committee.

Becky seconds it.

Deena Abstained

  • 9 in favor.

Lawsuit update - report sent out last Friday Retained same Lawyer for Michael P.

Cheapest solution would be to file briefs on both parts, that a judge will rule on.

Haven’t heard back from Michael P, our insurance will cover it with a $10,000 deductible. Web Coordinator position should be filled tomorrow. No change in Scott F issue. Staff is still discussing management issues.

Organizing two meetings between programmers, listeners, and staff. Look at the Pittman criteria for programming. Sept 11th, and 17th And also an online survey.

Staff and Board with Finance should get together to go over each line of the budget report. Informational presentation, so that the board can move forward. 6:30 Finance retreat at 7pm on a Wednesday.

Meeting closed 10:04pm

Meeting of the KBOO Board of Directors, 2010/08/31 - Executive Committee

 

Executive Committee Meeting – August 31st, 2010
(The Board Executive Committee is composed of the Board President, Treasurer and a Board Member at Large)
 
In Attendance
Chris Merrick – Program Director
Becky Chiao – Board Member
Louis Sowa – Board President
Nia Lewis – Board Member/Member at Large
Erin Brand –Treasurer
 
Meeting called at 7:20pm
 
Moved to go into closed session to discuss personnel matter.
 
Meeting reopened at 8:28pm
 
Motion: We authorize Chris Merrick to engage the services of an employment lawyer for advice and representation in a personnel matter. At the next Board Meeting (September), we will get a debriefing from Chris and make a decision about how to proceed further. Motion Passed Unanimously
 
Motion: We endorse the staff recommendation to offer Vicki Beauchamp the web coordinator position. Motion Passed Unanimously
 
Youth Advocate Position
Discussion about creating a half-time Youth Advocate position (20 hrs/week, with benefits), as opposed to the 19 hours it currently is. This position is also doing administration and program assistance. Becky suggests that the personnel committee draft a revised job description at 20 hours per week.
 
Chris informs us that the staff hopes to have a staff-endorsed management plan to present at the budget retreat on September 8th. This will give the Board time to ask questions before voting on the budget and management structure at the September Board meeting.
 
Meeting ends at 8:49pm

Meeting of the KBOO Board of Directors, 2010/07/26

 

July Board Meeting 07/26/2010
 
 
Board Present:
Judy F, Becky C, Erin B, Kurt S, Ivonne, Nia L, Deena B, Louis S
 
Board Not Present:
Marty, Jim, Maura
 
Public, and Staff Present: Grace Hague, Paula Small, Per Fagereng, Glen Owen, Rabia
Kathleen Bushman, Keller Henry, Kyle, Mike D, Zale Chadwick, Rich Lindsey, John Mackey,Zale Chadwick, Alicia Olsen,
 
Ivonne brought Food.... Yeah!!
 
Meeting Started 6:18

Introduction
Check in
 
Review of Agenda-
 Chris would like to add approving $1000 Engineer Expenses- add to finance
Erin would like to add to Personnel Committee- New Board Member Packet
 
Ani made a statement of Values, Communication Guidelines, House Rules
and she would be facilitating the meeting.
 
Public Comments-
Grace Hague wanted to us to think about what’s best for KBOO and response accordingly.

Board Administrative Business 6:45- 7:10
 
Appoint New Officers
Louis would like to appoint Kurt as Vice President. Nia Seconds this.
 
All in Favor
Deena Abstained
 
 Board Minutes
All in favor to accept minutes
* Judy would like the insert conversation about bylaw edit
 
Strategic Committee
 
Erin Yanke, Ani, Louis, Kathleen Debbie, Judy, John M were on the Strategic Committee
 
Interviewed several consults last Thursday, Judy is checking references and we will discuss during closed session. All three are all Oregon based from 6,7 proposals submitted. This will happen this late summer or fall. Price range is varied, but around the 20,000 range. Erin has not received any proposal for the board. Erin would like to have someone check her inbox in the station by 5pm next week. Bylaws will need to be ready be August 9th. Erin will post link on CNRG or CL. Kurt will do PSA for Board Meeting.    Judy found Tabor Space, for the annual meeting Sept 19th.    Nia would like to do a community building program.
 
Finance Report
 
Air conditioning Unit malfunctioned on our transmissor site- Engineering is opting for a repair for $2,100 vs. a new unit. Erin proposed 2,1000- Ivonne wants the greenest alternative Deena Seconded Unanimous. Overhauling our Emergency alert system- John estimated 1,800 for software. Deb doesn’t know whether money for this is in the Aux or General budget. Erin found it under future consideration for the budget- along with live remote gear.   This will be discussed by staff and the finance committee.
 
 
Finance is waiting on staff’s decision on management with staff, and Development Goal is 50,000 wants it dropped to $25,0000. Discussion in Fiance is where to alloct that extra income. Sun would like to keep budgets for Events to $20,000.   Proposal is to increase health benefits by 15%.   Financing will need to look at insurance, and contract services. Erin wants us to consider $10,000.
 
 
Engineering Responsibitly Bylaw
 
Board would like someone from staff work with John an the Engineering committee/ board liason to draft a doc that best represents their needs for better functioning committee, then bring the document to the board.  
 
All agree
 
Nia abstained.
 
Bylaws
Board wanted Staff to put a Vounteer Discipline code, and put House Rules into policy.
Deena motioned to pass House Rules into Policy - Kurt seconds this. Unamiously voted in,
 
Personnal committee – Ani and Zale with Judy wrote this policy . 4 situations have been noted, and KBOO has used this as a best practice. This policy allows the staff to respond to situations with volunteers and still have due process.
 
Erin B. moved to move volunteer Discipline Code into a policy. 
Deena Seconded
All voted.
 
Zale brought Disturbance Abatement to the table. The situations regarding non volunteers that are disurbing the peace. Erin wanted to know who would lift the ban because the policy doesn’t currently outline it. 
 
Becky motioned to move this back to personnal for rewrite
Judy seconded
 
Ivonne abstained
Nia abstained
 
6 vote Yes
 
Judy introduces a new bylaw change to Article IV and added the rational for the change proposal. Judy proposes that we vote on each section individually. The Board also doesn’t have to approve this for Nominating Commitment to move forward with this for the new board. Erin approves it with the legal language removed from document. Erin moves that change be adopted in policy. Erin moves with the addition
Kurt seconds. 
 
Unamious.
 
we bring the Kurt seconds

Personnal Review
Web Coordinator is leaving in two weeks. Staff evaluated the position. Becky says the choices are between hiring next web coordinator in line, or getting the position and responsibilities together.
 
Chris feels like the hiring committee revisit the original folks that applied for the position. An exit interview with past web coordinators should be done to figure out strengths, and weaknesses in the currently postion. Staff would prefer someone with more face time. Ani will contact a employment lawyer to make sure KBOO can proceed in that manner legally.   Ani will contact Nina Cook.  
 
Deena moves that Ani will contact Nina Cook, and email hiring committee….Conduit an
Exit interview with Dan, send both summarization in a result to the staff,
 
Judy will summarize Mark’s exit interview, and Deena will perform the exit interview for Dan.
 
Erin seconded  
 
Passed
 
Lawsuit
 
Erin makes a motion that we retain the services of Scott Pratt for the lawsuit with
Michael P. Chris will deal with Scott Pratt.  
 
Deena moves that Chris will talk toScott Pratt- as a point of contact for the Michael P. 
 
Chris will CC Louis, Becky, and Erin.  
 
Erin seconded and unamious.

Meeting of the KBOO Board of Directors, 2010/06/28

Board Meeting Minutes for June 28, 2010

 

Board Members present: Becky Chiao, Ivonne Rivera, Louis Sowa, Marty Soehrman, Kurt Lauer

Erin Brand, Deena Barnwell, Judy Fiestal, Nia Lewis

 

Public, and Staff Present: Ani Hines, Dan Gurin, John Mackey, Andrew Geller, Zale Chadwick, Kathy Bushmen, Scott Forrester, John Mackey, Dan Gurin, Per Fagereng, Alicia Olsen, Tom

Yvette 

 

Louis brought the yummy food- thanks!

 

Public Comments

Kathy Bushmen - made a statement of her intention to run for the board

Scott Forrester- Scott Forrestor would like us to discuss his unbanning.  Becky proposed that the subject be focused on that during the Bylaws discussion, but that his personal issue could

not be address because of time.

John Mackey- wants a closed meeting for initially concerns

Dan Gurin: proposed to cut hours in half for his position.  Becky proposed that this be best discussed during strategic and transition planning.

 

Staff had little to report with many staff vacations, but are anticipating the Blues Festival this weekend.

 

 

Engineering

Louis introduced the Engineering department proposed Responsibilities Check list as a policy( please correct my verbiage).  This checklist includes Committee Task Break-Down, and Engineer leadership roles.  Ani said that the staff had ok’d this initially, months ago, but have not seen the updated versions.  Both Becky and Ani voiced concerns with Section .  Issues with  putting actual job descriptions into policy- viewed as redundant. Ani also expressed that  changes would also greatly effect the inter workings between departments.  The issue was how remotes are dealt with, and the thought was that the committee was working on a remote policy.  

 

Judy didn’t think it was productive for the board to keep discussing,  and moved to table it.  Louis wants to know what’s required.  The Board agreed that it should be taken to Staff to approve first.  Task Breakdown has been Tabled.

 

Finance Department Update

 

by Erin Brand

 

Current main focus in Finance is to find cheaper fee  for processing KBOO’s credit card, and EFT transactions.   Next Focus will be a budget on 2011 Skipped b/c meeting minutes were MIA shelved for next month. 

 

Nominating Committee

 

Zale will be out of town, during the Nominating Annual Mtg- and wondered if we wanted to move it to the 19th (bylaw only states during Sept)  Notice of Candidacy deadline would be pushed to July 31st.  Wishing for the date to be set.

 

Erin proposed that we set the date with the time and place to be determined.

Kurt & Nia seconded

All in Favor- Date is set

 

 

Nominating Committee will set up who will help with members, candidates, and web announcements.

 

BYLAW DRAFT

Becky questions the definition and status of the  Bylaws(?).  Ani states that staff is looking at a Banning Policy.  In the past if someone was banned - that meant that person was banned from pretty much everything except public meetings.   A ban can be rescinded- although this is not in our bylaws currently.  The general idea are that folks are adding to the organization, vs being a drain on resources. 

 

Section 4.  deals with a Firmer definition of what makes a member.  Changes in how someone can qualify for the board.       

 

Andrew clarified that members: are staff, members by $20, or volunteers who have volunteered for 24 hours.  Not folks who have been elected to the board.  Erin thinks we need clarification about what happens to banned members, and how can return participating with the station, and what that process is.  Judy moves that this be done by July 31st.  Ani agrees, and thinks this should be voted on by July 31st our July 26th meeting.  And maybe change the language of what makes a member in good standing, and the language between the two subjects of ‘what makes a member’ , and ‘banishment from station’ should not be mixed.

 

 

Bylaw on how to stop members physically Banned from station

Banned from Volunteering

Ban Member

 

 

Andrew would like some clarification in the bylaws how filled out ballots should be   

returned to the station.

 

Erin would like us to modify the bylaws where some of the wordsmithing will happen.

 

Most common scenarios in which someone can be banned from the station:

 

Not connected or a volunteer

Someone that comes in and is disruptive inside  the community

Random person with Mental health issues

Some who isn’t a part of the station, that steals from the station

 

Volunteer

Volunteer who isn’t able to work in department where they are volunteering

Someone who is not following house rules and are fired as a volunteer

Someone suing the station in a hostile environment.

 

Marty asked if we can define who we should ban or exclude-  Ani says that the Personnel Committee is working on that.  Ani read a rough draft of Bylaw policy 67-a re-engagement policy that is being worked on currently.   By not having these things in place she feels that  KBOO is  missing out on volunteers with great work ethic, because of these few disruptive folks.

 

 

Judy would like it outlined who is handling the firing, or documents banishments from station.  Andrew has concerns about accepting money from someone who is banned from our station.  Decision for suspension has always been made by entire staff.

 

Becky is sending this to the Governance committee.

 

Next Governance meeting is July 12th

 

Staff Evaluations

 

Feedback forms are back for Erin Y, and Janka S.  Deena, and Nia will help with those evaluations.  Read responses, and compile and reoccurring theme, or clarification.

No report from the staff this month.  Staff has a plan for transition Issues.  Looked at Dan’s proposal to modify and cut hours from the web coordinator position. With Dan’s suggestion for his position- Ani is looking forward to having a discussion with Dan about his proposal.  Zale will send out notes about Staff Transition discussion

 

Canoe Business Group

They have decided that KBOO is too rough to work for and have removed their offer to work with us.  Request for proposals from new business groups.

 

Kurt would like to see a template for all committee to use to set up guidelines.  Louis would like to clarify what is needed to have Engineer committee guideline be accepted by the board.  Ani suggested to go through Staff again.  There is a question of what’s the role of the Advisory Committee, and the actual work group in relation to the committee and how they work. 

 

CLOSED SESSION

 

End of MEETING 9:38 pm (Whoot!)

 

 

 

Meeting of the KBOO Board of Directors, 2010/05/24

 

Board Meeting May 24th 2010
 
Becky Brought Goodies to Eat! Thanks!
 
Present Board: Nia Lewis, Becky Chiao, Erin B, Judy F., Marty S., Louis S,
Deena, Ivonne
 
Staff and Public Present: Ani, Chris, John, Jenka, Zale, Scott F
Alicia Olson, Per F, Keller, Glen Owen, Rabia
 
 
 
Public Comment:
 
Per couldn’t find anything on the website pertaining to the Board. Per thinks that information should be displayed, and likes the format of the older website.   Ani: paths were migrated last week, and while the website is glitchy, staff are aware- and working on it.  Keller is wondering and asked how we are going to attract new listeners with the guide gone. WORT has a grid for online, and we should format something like that for KBOO’s website. Deena noted that the board is working on it.   Rabia asked the Board about a stergity plan, and how we are setting a goal for new types of revenue. There will be a Finance, and Substanibility Development meeting at 3:30 June 16 addressing those very issues.
 
Board Minutes for April
 
Approved:
Nia
Louis
Marty
Becky
Deena
Erin
 
Abstained:
Judy
Ivonne
 
Minutes Passed
 
Jenka has received The Knight Fellowship, her plan is to bring knowledge from studies back to KBOO.   Jenka revised her Job Description to 25 hours a week - income $14,600 for 11 months at $14/hour. Since it’s interim there is no need for a hiring committee.- Chris M, Kathleen, Jenka will interview potential candidates.            An approved job description will post immediately. Training will happen the last week in June, start July,   Hours will be from 1-6pm-- Person taking position will not be responsible for program reviews. or board operaters for public affairs show.
 
Judy asked if it will actually work, since the work load flow is heavy. Jenka is suggesting a trainer for volunteers. Personnel could evaluate the news programming. Chris will handle board operator for public affairs shows, and Kathleen would handle field recording. Judy asked if the timeline is realistic- Jenka thinks she can. Louis is wondering if it’s a full time position Jenka says it’s 25 hours a week. John is wondering why this isn’t going through the Personnel Committee. Jenka explains She is coming to the board because of the time frame.
 
Chris states the policy that if it’s a non- permanent position the board can set hours and salary.   Becky doesn’t have any issues, Judy wondered how the staff felt about it. The staff suggested the position be part time. Judy has a questions about the benefits, and the time frame of when benefits happen. Judy moves to approve it-- Chris and Jenka to conduct a interim hire, if the staff are making tremendous changes, or if other issues come up then the Executive Committee will handle it.
 
Erin seconds
 
Louis Abstains
 
Everyone else approves
 
Nia will be on the hiring committee
 
Finance Report
 
Presented by Erin
 
Wilken and Company
 
Midyear controller report by Debbie. Recommendations for the station.   First year Linda Barkus was here, her first recommendation is to better control the duplicates of all cc numbers. Sun’s idea is to put the number on the yellow/pink sheet, but the white sheets have only the last four numbers displayed.   Linda felt we needed better control over CC#s - she recommended training some volunteers on how to.   Deb suggested that we hire Mel for more internal control. 
 
Becky thinks we should also look at what’s in the future in regards to our spending
 
Effective as of the opening of business of May 26, 2010, Arthur Davis is removed as Trustee for KBOO Foundation 401 (k) Profit Sharing Plan and Trust (the “Plan”); and it is Further Resolved, that effective as of the opening of business of May 26, 2010, Christopher Merrick is hereby appointed as Trustee for the Plan.
 
Louis Moves for the Board to resolve
 
Erin B seconded
 
Unanimous voted
Becky will sign off/ Arthur aready has
 
Erin moves that we adopt the KBOO policy for CC# holders.    Security Policy- KBOO credit and debit cardholder information is handled electronically on the KBOO website, manually by phone and manually by hand or mail delivery.
 
Nia seconds it
 
Ivonne abtains
 
Board Member Vacancy Appointment Vote: 
 
Judy moves for this to be a discussion for closed session for the sakes of the board appointees.
Nia seconds this
Erin moves for this to be confidential, and with Ani Present
 
Scott feels like the discussions should be public.  
 
Becky votes against it
Everyone is in favor
 
 
Judy moved to appoint Kurt Ludor to Joe Advado seat
 
Loius seconded this
 
Unanimous Voting.
 
Chris A, and Shantelle are encouraged to run in the next election.
 
BYLAW CHANGES
Bylaw language has not been reviewed by a lawyer, Judy mentioned to move to approve this conceptually, before it’s agreed upon by the members. 
 
Nia moves that the the election shall be conducted by mail and at the annual meeting to be moved. Once it’s presented to the lawyers.            Judy wants more hoops to discourage folks who aren’t serious about being a part of the board.   Becky thinks there needs to be a policy on folks who are banned from the station.   Ani will bring the policy for approval in June.. Judy will take this to either Scott Pratt, or Cynthia Comfer. Resolution is that amended language from Proposed Bylaw changes (by Nia) to Scott Pratt . 
 
Erin Seconded
 
Unanimous
 
HD Proposal
 
Russian station would be a commercial station, and would also be on KBOO’s signal- unless they bought a encrypted signal transmitter. We have no business model from him- Gentlemen is interested in creating Russian Media in Portland. Chris notes that HD signal is connected to KBOO’s broadcast, there is a chance we may be tied with his station.
 
John wants to know if the board wants to meet with him. And what questions we have
for him. 
 
Add equipment needs to notes.
 
Louis moves that we work with the Russian group and receive business plans,and programming goals from him.
 
Deena seconded
 
Do we want to continue our contract with our sub contracter or do we want to go month to month. Board Directing Chris to look into SC Contracts.
 
Meeting Ajorned
 
 
 

Meeting of the KBOO Board of Directors, 2010/05/13&14 - Executive Committee

 

KBOO Board Executive Committee Meetings Minutes
May 13, 2010 and May 14, 2010
 
The Executive Committee—Becky Chiao, Erin Brand and Nia Lewis  met in person on May 13 and by phone on May 14 to respond to a request to purchase new equipment to replace a broken remote transmitter sensor.
 
The request came via Louis Sowa the board’s liaison to Engineering.  He described the problem to us in which a particular monitor on the transmitter was failing, causing two outages in the prior week.
 
We were informed that the sensor/monitor is required by the FCC to ensure that KBOO is transmitting on the right frequency.
 
On May 13, we decided we needed more information and requested something in writing from the engineer John Mackey.
 
John provided us with an email that listed the parts required for the repairs and the costs.  He said that he will order the parts on Monday May 10.
 
The Executive Committee then met by phone and voted to approve spending $6,500 on the replacement equipment.

 

Meeting of the KBOO Board of Directors, 2010/04/26

Formatted minutes available in pdf only. File attached to this page. Unformatted text follows. This meeting had no quorum, so no business was conducted.

 

Board Meeting for 04/26/2010
Here:
Becky
Jim
Nia
Erin B
Deena
Not Here:
Louis
Marty
Yvonne
Maire
Judy
Public
Scott Forrester
Michael Papadopoulos
Keller Henry
Paula Small
Alicia Olson
Glen Owen
YvetteMarinowski
Daniel Flessas
Danielle Parks
Staff
Chris Merrick
Ani Hines
John Mackey
Dan Gurin
Food Brought by Deena- Glad you liked it!
Public Comments:
None of the Public Commented
Reviewed Minutes of March Meeting
No quorum to approve those minutes
If there are any changes needed to those minutes send edits to Deena
Introduced Dan New Web Coordinator
Dan Focused on three specific goals; to complete projects in the works. To create a
service to listeners or web visitors, and generate revenue.
Dan talked about a on-demand repository on KBOO- ability to play programming for the
past two weeks- progressive download stream for 5 hours only (law ) locally produced
shows. Community Station in (KBCS) Bellevue does it, Classical Radio Station does
Becky asked what's needed?
Dan responds: Time and equipment- was started in the past but sorta left by the wayside.
Dan is accessing what we need, and suggested a possible grant from Free Geek.
Erin asked how long (KBCS),Bellevue has had it Dan- since last summer. All Classical
since 09
Dan also mentioned Revenue Generation- We are linked via affiliate programs, referral
links from website- When links are clicked, and items are purchased, kboo gets a
percentage of items purchased
Participating Companies
Amazon
Itunes- tagging hardware can tag songs so next time music is tagged
Cd Baby
Powells
Organization of Music/MP3s- A audio repository to have the ability to upload audio, a
web based Digital library, with remote access for ease.
IR – a computer will replace the IR
Becky let Dan know of the Boards support
Fiance Committee Report:
Erin: Update is that notes are coming- but had a report of Legal costs to the station from
Fiance
Nominating- Committee
Everyone met except for. Maire. They also did not come to census of who was
recommended to the board. Paula S. rescinded her resume because of the open Election
that open up in the Fall. There was a conversation about actually needing another person.
Bylaw dictate one person should be elected to have quorum
Jim in favor of holding an open elections
Program Director Report:
Chris reported that bookkeeping with the bank is completed, Pendleton is getting it
things done, and wants to come up for a meet and greet. While here, the hope is to form
a three year plan to transfer the license to a local Pendleton group, KBOO can stream via
Pendleton while work is being done.
Matt Lokan, of Bliss-Sequoia Insurance Brokers has asked for a $84 fee to extend deadline
for insurance
Sarah Riley – Attorney for harassment case- She has reached out and spoke to parties
Staff will come up with ideas for how the station manager position should be handledwhether
another is hired, or team management happens.
We are in the middle of a Pledge Drive
Andrew G increased the total slightly, so 88% in will even out the budget-
Erin Mentioned Membership is up and with par for the last three pledge drives
Engineering report
An anonymous person contacted him to buy a channel- essentially sharing the digital
bandwidth that we have. He looked into the cost to set up stream, and a monthly fee- all
cost to the Russian Guy. To sell HD channels -- $25 K to take digital stream- quoted to
guy, the actual cost
is 27,000 but with the 4,500k monthly that's extra money for the station.
Deena said that we should hold off on because KBOO is not currently utilizing the
system,.
John, and Chris will talk to guy and then he will propose it to the board.
Scott F. Asked that this would be outlined, and sent to members, so they would be more
involved . Keller asked for more information- a person to come forward as a board
member, and ask questions- to go to the meeting that Chris, and John will have with
person. Jim Craven doesn’t have enough information to accept or reject it- he wants it in
writing.
BREAK
Becky announced that she was keeping meeting on track- no votes tonight, so public
comments are for a minute.
Chris went into litigation update…..
No trial in Lawsuit, which was dismissed with prejudice – meaning it can never be
brought before the court again. I is clear that KBOO did NOT settle with them, they quit.
Chris quoted $47,000 as the current costs of the suit. There was conversation about
whether KBOO wants to go public and how do we do it. Becky has put together a
summary of the lawsuit. Jim wanted to put a blog post up on the website with both
opinions. Erin thinks it’s a good idea to post words from the board about lawsuit. Needs
to happen very soon. Becky will contact lawyer to edit his opening statement to post.
Deena will start a press release- and have Ani proof and send. Budget for trial should be
addressed and displayed for members to know about. Jim proposes that the facts are laid
out, and to post Michael P and Scott F opinions to be fair.
Erin proposes that we have an internal press release- complete by the end of the week.
Keller likes the idea of the internal press release, and not on air. She wants to move
ahead from all this. negativity. Yvettee – thinks that the impact of the board to keep
control will have a negative impact on KBOO. Daniel F is happy about us moving
forward, and post it to the blog. Paula S is glad it’s over, and is prepared for the pledge.
Yvette wonder what comments would be removed from the website.
Comments that break house rules will not be allowed on the website.
Bylaw change; Judy and Andrew have put this together for Board. Personal Committee
would love to work on this with Board Members. Erin says we will need to research
ORS law. Jim is pissed about mail being sent to his address. Nia proposed to amend the
bylaw with the limitation for board members without the percentage. This issue came up
in Personal, when asked about restrictions per FCC for Board Member. Reporting
whether they own or are a part of other media outlets, or if they have a felony or not.
These questions should be asked before candidates sign up . Chris doesn’t think federal
law should be a by law, because it’s a law. Becky thinks “Good Standing” should be
defined. Chris thinks number of Members signatures for vote should be deleted- thinks it
gives preferential treatment to insiders who can easily find those people for petitions.
Ani is working to change the accessibility for folks interested in running for elections.
Becky approves of this. Nia agrees with Chris.
Strategic Planning
Jim
Sun
Ani
John
Finished RFP – sending out and harvesting leads. Hoping to Interview in June,
Board Closed********

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Meeting of the KBOO Board of Directors, 2010/03/22

Formatted minutes available in pdf only. File attached to this page. Unformatted text follows:

Board Meeting Minutes March 22, 2010
Meeting came to order at 6:17pm.
Board Members Present: Becky Chiao, Nia Lewis, Louis Sowa, Erin Brand, Marty Soehrman, Judy
Arielle Fiestal, Maire Cullen, Ivonne Rivero, James Craven, Deena Barnwell
Public and Staff Present: Paula Small, Alicia Olson, Jeff Kipilman, Shauntelle M. Latini, Daniel
Flessas, Rabia Yeaman, Alicia Olsen, Chris Andre, Kurt Lauer, Per Fagereng, Dan Gurin, Roger Leigh,
Chris Andreae, Zale Chadwick, Ani Haines, Chris Merrick
Ivonne provided the food. Thank you!
Becky introduced Andrea Hamburg as a potential facilitator for the KBOO Board meeting.
Erin made motion and Louis seconded that Andrea Hamburg be the facilitator for the KBOO March
board meeting. Her rate is $40 per hour. 8 in favor. Jim and Maire opposed. Proposal passed.
Public Check-in
Rabia supported use of a facilitator for the board. She had issue with the manner that the facilitator was
chosen.
Chris Andreae is interested in having transparency. She was surprised to see how the Listener Guide
had already stopped.
Maire read comments from Rebecca Nay that we should keep the license in Pendleton.
Maire read comments from Jeffery Baynes who was hoping that the prison population in Pendleton can
get KBOO airwaves.
Maire read comments from Ruth Kovacs who supported having a license for a radio station in
Pendleton especially in light of the large prison population there.
January KBOO Board Meeting and February KBOO Board Meeting minutes was reviewed for
approval. January board meeting minutes was approved. 8 in favor. Maire against. Ivonne
abstained.Jan. minutes were approved.
February board meeting minutes was aproved. 9 approved and Maire opposed. Feb. minutes were
approved.
The board approved motion put forth by Jim Craven that draft minutes of meetings be posted on the
website as soon as possible following the meeting. All board members approved. Motion passed.
Board Position Vacancy Appointment
Erin recommended that the Nominating Committee review the candidates and make recommendations
to the board on who should be appointed.
Andrea made several recommendations on how to deal with recommendations: Set a deadline for
appointment.
Nominating committee should set up a proposal for an appointment process.
7 in support, Maire and Nia opposed, Jim abstained. Motion is passed.
Maire proposed that applications can be accepted until Friday March 26th. 9 in favor, Nia abstained.
Resolution passed.
Follow-up actions: Maire will put a public announcement on the air and the website. It was suggested
that the Nominating Committee will bring back to the board a policy on board appointments in two
months.
Board Member Assignments
Engineering- Louis, Marty
Nominating- Maire, Nia, Erin, Marty
Programming- Maire, Deena
Finance- Erin
Development- Nia, Ivonne
Outreach- Deena, Becky
Personnel/Governance- Judy, Jim
President- Becky
Vice President- Louis
Treasurer- Erin
Secretary- Deena
Member at large- Nia
CRC liaison- Maire
Unanimous approval of all board positions and officers except the President position.
Maire proposed that the issue on Becky continuing as president be addressed.
Maire, Jim, Nia in favor. 6 opposed. Becky abstained.
Maire took issue on the non-support for talking about the leadership position.
Work assignments: Strategic Planning- Maire, Louis, Jim, Erin, Judy
CRC Person- Erin
Exit interviews- Jim, Nia, Judy
Judy will interview Marc, tomorrow Tuesday. Arthur, Genevieve, Joe, Mark also need to be
interviewed.
Canoe Proposal
Board discussed the pros and cons on support of this initial proposal.
There was not enough support to proceed. It was suggested that the Strategic Committee work with the
staff to come up with a proposal on how to proceed.
Board Committee Liaison Responsibilities- Policy 65
Board adopted this policy unanimously.
The KBOO Election Handbook that was compiled by the Personnel Committee was passed out for the
board to review for the next meeting.
Action to follow: Nominating Committee should review the Election Handbook and recommend
changes as needed.
Board approve extending meeting until 10pm
Conflict Resolution Committee
Has one seat open for members. Ani proposed Celeste Carey for CRC seat that is open
Unanimous vote to seat Celeste Carey
Additional hours / responsibilities for Erin Yanke and Zale Chadwick
Proposals have been approved by Personnel Committee and Finance Committee
Jim Moved and Erin seconded proposal for extra time for Erin Yanke, and Zale Chadwick
Motion passed unanimously.
Hiring Mel Reslor Chris Merrick notes that we are ready to hire Mel Reslor
The board has approved the job, conceptually, as has Finance. The Personnel Committee has titled the
job Finance Assistant, and has essential functions bulleted. Mel will start job, without job description,
but with approved essential functions / hours / rate of pay. The job description will follow.
Jim Moved and Ivonne seconded- all in favor / Maire abstained from voting
Facilitator asked if board wanted to have a conversation about removing Becky as the president of the
board.
4 voted for conversation- Maire, Nia, Jim, Ivonne,
6 voted against it Marty, Louis, Erin, Judy, Becky, Deena
Proposed not to have conversation at this time
There was a motion on the floor to remove Becky as points person for the lawsuit. Chris points out
that to remove Becky they would need to get a new board president
1 Voted for motion Maire
7 voted against motion Judy, Marty, Louis, Jim, Ivonne, Erin, Deena
Nia, and Becky abstained from voting
Becky remains legal contact for lawsuit
Maire has reported issues reading docs sent in MicrosoftWord. Agreed that all docs sent to board
members prior to board meetings will be sent in PDF format.
Motion for Fac. To stay for executive session
Voted to have Facilitator leave 3- Jim, Marty, Maire
Voted to have Facilitator stay 5 Ivonne, Jim, Nia, Deena, Judy
Abstained from voting: Erin, Becky
No actions taken from executive session.
Meeting adjourned 10:05 PM.

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BoardMinutes03.22.2010.pdf53.15 KB

Meeting of the KBOO Board of Directors, 2010/02/22

Board Meeting Minutes February 22, 2010

Meeting came to order at 6:17pm.

 

Board Members Present: Becky Chiao, Nia Lewis, Louis Sowa, Erin Brand, Marty Soehrman, Judy Arielle Fiestal, Maire Cullen, Ivonne Rivero

 

Public and Staff Present: Mark Allyn, S.W. Conser, Paula Small, Jim Craven, Scott Forrester, Daniel Flessas, Deena Barnwell, Glen Owen, Yvette Maranowski, Michael Papadopolous, Alicia Olson, Jeff Kipilman, ? Point, Shauntelle M. Latini, John Mackey

 

Public Check-in

Mark Allyn- statement of resignation from the board

SW Conser – comment regarding support of listener's guide and encouraging re-evaluation

Scott Forrester- comment regarding support of KBOO in Pendleton

Michael Papadopolous- support of the Pendleton station- need to evaluate our

John Mackey- referred to email sent to board regarding a volunteer who has

Paula Small- hopes that our appointments will reflect the diversity of KBOO

 

(Note when a vote is taken using consensus the notation is as follows: 4 fingers- full support, 3 fingers- less than full support, 2- stand aside, block- stops motion. )

January KBOO Board Meeting minutes was reviewed for approval. Board did not approve. The January meeting minutes will be reviewed at the March meeting.

 

Conflict Resolution Committee

Chris presented a short history of the Conflict Resolution Committee at KBOO.

Steve Butcher and Matt Burns were presented as possible volunteer members of the Conflict Resolution Committee. Erin Yanke is recommended to be the staff member on the Conflict Resolution Committee.

A board member proposed and Nia seconded KBOO Board approves Matt Burns and Steve Butcher as two new volunteer members of the Conflict Resolution Committee. 4- 5 votes, 3- Ivonne, 2- Maire, Consensus was achieved. Resolution was passed.

 

There was encouragement that a person of color be chosen to be the third person on the Conflict Resolution Committee.

 

Erin made motion: Board approves removing Arthur Davis as a check signer for KBOO and approves Ani as the third signer of the checks. Seconded by Nia. 4- 6 votes, 3- Judy Consensus was achieved. Motion is passed.

 

Maire made motion, Nia seconded: KBOO approves creating a temporary position as outlined by Finance Coordinator of 5 hours per week to provide financial internal controls, and that position will be appointed by Chris Merrick. Personnel Committee will draft job description and title for this position. Board also approves allocation of $500 to $800 for training of this person. Full Finance Committee recommendation will follow minutes as an appendix. Vote 4- all members. Resolution was passed unanimously..

 

Maire made motion, Nia seconded: KBOO Board of Directors seats Michael Papadopolous on the Board.

Michael made a statement in his behalf. Daniel Flessas presented a petition in support. Several board members, staff, and the public spoke on the motion.

Nia and Maire voted for the motion. Ivonne, Marty, Louis, Becky, Judy, Erin voted against the motion. Motion did not pass.

 

Board Appointments

The following KBOO members indicated their interest to be appointed to the board: Chris Andreae, Deena Barnwell, Shawntelle Latini, Jim Craven, Jerryan Denis.

Jerryan Denis was not able to attend, but Maire read Jerryan's statement. The rest of the applicants made statements, and responded to questions from the Board.

 

Maire moves to go into closed session. Consensus by board to go into closed session. Closed session at 9pm.

 

Open board meeting was reconvened at 9:30.

Each board member wrote down up to 3 names of who they supported for board member appointment.

A minimum of 5 votes from the Board was needed for an individual to be seated. The following were the results of the vote:

Chris Andreae- 3 votes, Deena Barnwell- 5 votes, Shawntelle Latini- 3 votes, Jim Craven- 8 votes, Jerryan Denis- 2 votes.

Erin makes the motion, and Louis seconded, that the Board will appoint Jim Craven to Genevieve's open seat through Sept. 2011.

4- 8 voted. Consensus was achieved. Resolution was passed unanimously.

 

Erin makes the motion, and Louis seconded, that the Board will appoint Deena Barnwell to an open seat through Sept. 2010.

4- 7 voted, Maire stood aside. Consensus was achieved. Resolution was passed.

 

Transition Plan for Station Manager Responsibilities

Ani lead a discussion on the apportionment of Station Manager duties among the staff. Erin moves and Nia seconds the resolution: The Board approves that the Program Director or his designee will be the point of contact for any policy that refers to the station manager.

Maire moves and Deena seconded to go into closed session to discuss this issue. It was agreed to first consider other business before convening the closed session.

 

Maire moves and Nia seconded that The Board approves up to a total of 15 hours of additional time for the next 4 weeks each for Zale Chadwick and Erin Yanke. All voted in favor. Consensus was achieved.

 

Maire moves and Ivonne seconded that The Board approves applying for the frequency license in The Dalles. 4- 2 votes, 2 – 3 votes, blocks – 3 votes. Consensus was not achieved.

Straight vote was called by Maire- 2 in favor, 4 against, 4 abstained.

 

CANOE Group presentation on doing an intro workshop to plan for strategic planning. The board decided to table the discussion until next month.

Ivonne left around 10:30.

Board went into closed session at 10:42pm. Meeting opened at ?

 

Erin moved and Nia seconded that The KBOO Board moves to grant a temporary pay reduction to one full-time employee. This is being done per the employee's request, citing personal reasons. Effective March 1st this employee will have a salary of $28,500. Further, the employee will remain eligible for seniority-based step increases in pay, and their salary will reflect these increases at the time they are able to collect full compensation.

5 in favor, 3 abstained. Resolution passed.

Erin will contact Debbie and the Finance Committee regarding this resolution.

The Board accepted the report from the Staff on the transition plan for Station Manager responsibilities. See appendix for document.

 

Erin moves and Nia seconded the resolution: The Board approves that the Program Director or his designee will be the point of contact for any policy that refers to the station manager.

6- in favor, Judy and Maire abstains. Resolution was passed.

 

Maire made and Nia seconded motion that The Board directs Chris to consult an attorney experienced in unemployment law with questions from the board and response with a written report from the attorney, before we respond to any request from the state regarding unemployment benefits for Arthur.

5 in favor, Judy opposed, Erin and Becky abstained. Motion passed.

 

Nia makes the motion and Maire seconded that The board authorizes the program director to enter into a contract with an attorney for the purpose of an independent review on the manner in which the complaint by Nia against Arthur was handled by the KBOO Board of Directors. Nia will be consulted regarding which attorney will be hired. At such time the review is completed, a report will be made to the board and appropriate action will be taken.

6 in favor. Becky and Judy abstained. Resolution passes.

Nia made a motion and Maire seconded the motion that the contact person for the lawyer related to the lawsuit should not be Becky, the board president, and instead be a group of directors who are not named in the lawsuit.

Becky said that instead of voting on an exception on the duties and responsibilities of the president as outlined in the KBOO bylaws, it would be better that she be removed as president.

Judy said that she had hoped as a board member to be involved in improving KBOO as a radio station, instead of being ensconced in political maneuverings. She requested that someone else continue writing the minutes and left at 12:40am. Marty left immediately afterwards, at which point there was no longer quorum.

Motion on the table was referred to be reconsidered at the next meeting.

Meeting was adjourned due to lack of quorum around 12:50am.

 

 

APPENDIX

Interim Staff Approval

The Finance Committee is recommending that the following interim staff position be approved.  This position is for 5 hours per week at $14.00 or $14.50 per hour without benefits.  It is proposed that the position be temporary until the end of this fiscal year or until a staff structure is put in place to maintain the same level of internal controls that we had with a Station Manager.  This interim position will be responsible for the following tasks that will be designed and trained by a CPA from Wilken & Co.

 

  1. Verifying cash activity.  Tracing deposits from check logging to the bank accounts.

  2. Open the bank statement envelopes and reviewing prior to the statements going to the finance department for reconciliation.

  3. Opening and verifying the payroll reports before they go to the finance department for posting and filing.

  4. Monitor bank disbursements from checks that are written. 

  5. Verifying bank transfers.  Monitor and track fund transfers from one bank account to the other.  (Mostly from Key Bank MMA to the Key Bank checking account)

  6. The position will have no bank authority to directly handle funds.

 

The staff and Finance Committee recommend that the Acting Station Manager appoint the interim employee pending Board approval.  Since this is an interim position that may have a temporary nature, a hiring process would not be needed according to policy.  The Finance Committee feels that Mel Reslor is a proper candidate due to his experience with KBOO finance and he should be hired as an interim employee to maintain internal control procedures.

 

The cost will be around $2,100 to $2,300 for the interim employee and $500 to $800 for the CPA services of Wilken & Co.  Total cost not to exceed $3,200 for fiscal year 2010.  This cost will come from the savings in not paying a Station Manager.

 

The staff recommends that pending Board approval, that the Personnel Committee designs the job description.  The Finance Committee recommends that pending Board approval, that the Personnel Committee titles the job position.

 

The current audit procedures would remain in effect and are already in the approved budget:  Mid year audit and review by Linda Barkus,CPA from Wilken & Co. and the annual audit and tax returns by Mark Ekland, CPA.

 

The position of Station Manager held abilities and authorization to monitor and access all areas of the finance department in order to maintain internal controls that protect the organization.  With the position of Station Manager being eliminated, and without a viable alternative structure in place, we need to make sure the organization’s internal controls are maintained.  This will continue to protect KBOO from fraud opportunity and protects the employees that are responsible to handle the sensitive financial material for the foundation

Debbie Rabidue
Finance Coordinator
The KBOO Foundation
503-231-8032  ext. 208

 

 

Transition Plan for Station Manager Responsibilities

 

Arthur worked with the staff to develop a plan to ensure all major responsibilities of the station manager’s position will be covered when he left. The staff bring this to the board for your approval to continue the essential functions of the Station Manager’s job, as outlined below, effective immediately, and until a new management plan is implemented.

 

In many cases, staff are working in pairs to carry out the tasks. This is done to maximize the specific skills of the current staff, and to minimize impact to an already full work load, while increasing accountability.

 

As the board is not seeking to fill the station manager’s position, during this transitional period, the Program Director will be the point of contact for any policy that refers to the station manager. He may delegate the responsibility / role indicated in the policy, but will be accountable that the policy has been executed.

 

This re-allocation of management responsibilities is designed to take care of immediate needs.The staff look forward to working closely with the board to design a management structure that is in keeping with our values, sustainable, and effective. To alleviate impact to workload, the staff request the board approve additional funds to increase hours for Erin Yanke and Zale (up to 7 hours / week for Erin; up to 10 hours / week for Zale), for the rest of the 2010 FY, or until a long-term management plan is implemented. A full proposal for this expense will be made at Finance next month. That said, we ask the board to approve up to a total of 15 hours of additional time available in the next four weeks, to be paid at current rate, to both Erin Yanke and Zale Chadwick, to help alleviate immediate needs.

 

Here is the breakdown of essential responsibilities that Arthur identified that needed to be assigned to other staff, and the staff people now responsible.

 

1) Communications Chris & Ani

 

a) Board/staff liaison: e-mails between meetings, regular communications with board president, board updates to staff and staff updates to board, monthly report to board.

 

  • Check mail / voice mail / email --> pass along to other staff or board as appropriate.

 

c) To encourage a cooperative atmosphere while designing an effective transition in management, Board members are invited to attend staff meetings as appropriate.

 

2) Legal

 

a) Forrester Case: Becky is the primary contact for this lawsuit, Chris will work with her, and is the staff contact.

 

b) Primary Contact: The staff person authorized to contact our attorneys is Chris.

 

c) Contracts

i) Write Contracts: Andrew working with Debbie

 

ii) Approve Contracts: The staff person working most closely with that contract, working within policy guidelines (policy # 39 Contracts over $1,000).

 

iii) Authority to sign contracts on behalf of KBOO. Debbie

 

iv) PortlandTribune agreement: is in process – Jenka is the point person.

 

3) FCC reports and compliance

 

a) Annual ownership reports (due in September) Chris

 

b) Public file: Zale and Chris

 

c) Mock FCC inspection: Chris and John

 

d) EEO report (due September 30th) Chris and Zale (Jenka will provide info for web hire)

 

4) Finance

 

a) Third staffer to sign bank card (at three banks) Ani will be added. Kathleen and Chris are the other two. Debbie will access information and facilitate the change.

 

b) Third Check signer will be Ani, with Chris and Kathleen

 

c) Approve expenses for payment-- staff person in whose department the expenses were budgeted.

 

d) Approve underwriting agreements: Kathleen with Justin

 

e) Track budget items including auxiliary: Debbie will work with the staff person who is responsible for item – this may be primarily tracked as a group during staff meetings as necessary.