2012 Meeting Minutes

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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

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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 boards 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