Meeting of the KBOO Board of Directors, 2010/02/22
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
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.
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.
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.
Verifying cash activity. Tracing deposits from check logging to the bank accounts.
Monitor bank disbursements from checks that are written.
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)
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
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.
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.
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)
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.
f) Develop budget with finance. Debbie and Andrew will do initial work.
g) Radio Korea. Finalize month-to-month agreement and then make new agreement with them or other broadcaster by July. The staff agree that Justin has demonstrated great skills in this area, and we would like to see him assume this role. Unfortunately, Justin has not been able to meet with us about this and is considering whether he is able to take on additional assignments at this time. If Justin declines, then Chris, with John consulting on engineering issues.
h) Attend Finance Committee: Sun
i) 401(k) administrator: Debbie with assistance from Chris
j) Review payroll & bank statements before Debbie opens-- Sun, with Ani covering while he is on parental leave.
k) Oversight of Financials – There are currently two proposals to address this. One from Linda Barkus, and one from Debbie, that would involve creating a temporary position
These proposals were discussed briefly, and staff sent them on to Finance Committee for their recommendation.
a) NTIA/PTFP oversight and reporting for studio board replacements, next reporting period is April- Chris with John
b) NTIA/PTFP annual report on transmitter and air room. Chris with John
c) Pittman grant. There are $4,000 in expenses pending. Much of this is time off to listen to the radio, but we need to have community meetings and surveys at the end of the year and then request the $4,000 before January 1st. Discuss with grantor. Jenka is point person, other staff involved as needed.
d) RACC Grant: Oral History at Roosevelt – Reporting and request for second half of funds. They pay $3010 now and the other $3010 after receive online final report (July 2010). Erin Yanke is the staff person doing the program work. Sun will be primary staff responsible, working with Erin.
e) RACC Grant: Mural – After Kevin Fitzpatrick (the artist) completes project, we submit final report with photos to spec. We then get the second half ($500). We have already paid Kevin $500 out of the $1,000 total. Sun and Kathleen
f) Audio Archive grant: Bruce is researching, Sun will assist
g) Any New Grants: Sun
a) Web hiring Committee – point person for committee and all legal compliance issues: Jenka (with Zale incorporating information about this hire into the EEO report)
b) Weekly staff meeting agenda - Ani
c) Conflict resolution – point of contact, case development and possible arbitration: Chris
d) Staff evals and related follow up- Erin Y & Ani working with the board member who works most closely with the staffer’s department. When either Erin Y or Ani are evaluated, that person will stand aside for their own evaluation, and Jenka will assist.
e) Monthly engineering meetings and staff meeting items for engineering- Chris and John will work together on this (every other week meetings include John, Chris, Kathleen, Jenka, and Ani)
f) Work plans -- We have tabled work plans at this time, to be addressed as part of station goals/ strategic planning and structural changes to management.
a) Point people for rebuilding trust: addressing internal conflict at board and staff levels, planning for and co-creating retreats with board, designing community clearing the air meeting or figuring out another format: Jenka, Ani, and Chris
b) Lead strategic planning and staffing: Debbie and Erin Y.
8) Pendleton -- Jenka is point person, especial in re: press release, coordinating information, organizational interface. John will be involved for technical input, and Chris will be the legal contact.
9) Listener’s Guide Replacement: developing a printed promotional piece to replace the monthly guide. This item was tabled to invite further discussion next week, determining if it is most appropriate for to be assigned to the Membership, Programming, or Development department.
a) On-going community outreach: Sun has assumed many outreach roles since the ending of the Outreach Coordinator. There is recent discussion of developing an ad hoc Community Outreach Committee, to make sure we are engaging all communities that we serve.
10) Represent KBOO to the public - All staff will be mindful of our contacts and seek opportunities that will enhance KBOO’s connections with community groups and other organizations.
11) Maintain contact with like minded organizations - All (same as above)
12) Chart of contracts – Arthur will sketch this out prior to leaving. Zale will add information and keep it current. Debbie will also look at it. For NTIA/FCC contracts, John and Chris will review.