KBOO BOARD OF DIRECTORS MEETING MINUTES
April 20, 2013
6:00 p.m. to 9:30 p.m.
Directors Present: Marc Brown, Michael Papadopolous, Rabia Yeaman, Matthew Bristow, SW Conser, Jeff Kipilman, Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving
Directors Absent: Damon Isiah Turner
Staff Present: Lynn Fitch
Public Present: Ben Hoyne, Kurt Lauer, Per Fagereng, Louis Sowa, Bruce Silverman, Bill Resnick, Linda Olson-Osterlund, Zale Chadwick, Paul Roland, Jim Dancing Trout, Joe Clement, Eugene Bradly, Tom Becker, Jamie Partridge, Rebecca Nay, Debbie Rabidue, Mitch Ritter, Ani Haines, Daniel Flessas, Mike K, Ralph Coulson, Frann Michel, Kate Welch, Thomas Hood
Agenda Approval
Motion to combine 10-12 and put under 5 and then 9 and then 6, 7 and 8 then 13
Seconded
Motion to amend the agenda to have the Governance Committee report first on the agenda
Seconded
First motion withdrawn
Motion becomes stand alone-Motion to have the Governance Committee report first
Seconded
5 in favor
4 opposed
1 abstention
Motion Fails
Motion to approve agenda
6 in favor
2 opposed
1 abstention
Motion Passes
March Minutes Approval
Motion to approve March 25, 2013 minutes
Seconded
9 in favor
0 opposed
Motion Passes
KBOO 2.0-The Regenteration
-
Marc Brown provided background on the changes we are seeing
-
Paula Small provided a fiscal picture about the KBOO Foundation
-
Lynn explains and clarifies the current process for collective bargaining
Motion to add 15 minutes
Seconded
Concern about divulging information and risk
Concern that plans have not yet been disclosed to board
Motion to amend to make it a closed session
Seconded
5 in favor
4 opposed
1 abstain
Motion Fails
Original motion
6 in favor
2 opposed
3 abstain
Concern expressed by ED regarding liability to the Corporation about disclosing information
Request for a special meeting of the members for the purpose of discussing the changes at KBOO
Seconded
Comment that it appears too soon
8 in favor
0 opposed
1 abstain
Motion passes
Until further notice from the Board of Directors, the Interim Station Manager (“Manager”) shall deliver to each member of the Board of Directors as soon as reasonably possible all information relevant to KBOO employee relations and KBOO collective employee action. The Manager shall attempt to deliver information to all directors simultaneously or as contemporaneous as reasonably practical.
In particular, the Manager shall deliver information regarding communications with employees which reasonably could be construed to be an unlawful labor practice to each member of the Board as soon as reasonably possible, but in any event within twenty-four hours of receiving said information.
If the information is of a sensitive nature that should not be publicly disclosed and the Manager is not able to deliver the information to each member of the Board of Directors in a secure manner, then the Manager may instead deliver the information to the Executive Committee or any Committee of the Board of Directors that the Board has formed for the particular purpose of advising the Board on collective employee action and labor relations.
Seconded
Motion to amend motion to refer the issue to the Governance Committee
Seconded
6 in favor
0 opposed
2 abstain
Motion to send to Governance Committee Passes
The Board of Directors directs the Station Manager to provide to the Board a 2-3 page outline of all communications between any KBOO employees and the Station Manager related to collective employee action about workplace and employment.
The Board of Directors requests that this outline include (a) copies of all documentary communication related to collective employee action about workplace and employment; (b) names of human resources and legal staff consulted by the Station Manager since the beginning of March, regarding employee responses to the employee handbook, along with approximate hours spent and copies of their communication with the Station Manager.
Seconded
Motion to amend motion to send the issue to the Governance Committee
Seconded
7 in favor
0 opposed
2 abstain
Motion to refer to the Governance Committee Passes
Motion to approve the effective date for the Executive Director’s Salary increase as March 26, 2013
Seconded
6 in favor
3 abstain
Motion Passes
Motion for closed session for the purpose of discussing confidential information for legal bills incurred
Seconded
7 in favor
2 abstain
Motion Passes
Enter closed session at 8:40
End closed session 9:05
Motion to amend agenda to withdraw item 12
Seconded
6 in favor
1 abstain
Motion Passes
Emergency Business
Motion to approve the temporary assignment of Paula Small, Treasurer, and Matthew Bristow, Vice President as signers and authorized agents on the KBOO Foundation's checking, savings, money market accounts and safety deposit box. The temporary assignment(s) are for the time the above-mentioned hold Officer positions on the Board of Directors. When the officer appointed is terminated, the authorization to the banking accounts will be removed.
Seconded
Purpose to allow oversight of bank accounts
8 in favor
1 abstain
Motion Passes
Motion to submit written committee reports April 29
Seconded
8 in favor
1 abstain
Motion Passes
(Note: No reports received by April 29.)
Motion to remove SW Conser from the board for cause
No second
Adjourned at 9:30