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

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

Place: KBOO offices

 

Proper notice of the meeting was given.

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

Absent: Judy, Nia, Maire, Mimi

A quorum was present.

Staff liaisons present: Zale, Ani

All times p.m.

 

6:08     Board check in.

 

6:13     Public comment period #1.

 

617      Reintroduction of Brush as facilitator.

 

6:23     Approve July 2011 board meeting minutes.

Becky makes a motion to approve the July 2011 minutes.

Erin seconds the motion.

6 for

0 oppose

1 abstains

The motion carries.

 

6:25     Governance Committee appointments and charter.

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

Becky seconds the motion.

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

 

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

Kurt calls for the vote.

6 for

1 opposes

0 abstain

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

 

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

The motion is not seconded.

The motion fails.

 

7:13     Break

 

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

 

7:50     Discussion re closed session re personnel decisions.

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

Erin seconds the motion.

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

Kurt calls for the vote.

7 for

1 opposes

0 abstain

The motion carries.

The board moves into closed session.

 

Hadrian makes a motion to end closed session.

Kurt seconds the motion.

Kurt calls for the vote.

8 for

0 oppose

0 abstain

The motion carries

The board moves out of closed session.

 

8:52

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

Keller seconds the motion.

7 for

0 oppose

1 abstains

The motion carries.

 

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

Chris A. seconds the motion.

The vote is unanimous.

The motion carries.

 

8:56     Committee reports

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

The other committee reports will be submitted in writing.

 

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

Erin makes a motion to appoint Keller to the Executive Committee

Kurt seconds the motion

7 for

0 oppose

1 abstains

 

Public comment period #1.

 

Keller makes a motion to adjourn the meeting.

Kurt seconds the motion.

The vote is unanimous.

The motion carries.

 

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

 

Meeting adjourned at 9:10 p.m.

 

 

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