Meeting of the KBOO Board of Directors 2011/10/24
KBOO BOARD MEETING MINUTES
OCTOBER 24, 2011
Directors present: Paula, Lyn, Marc, Alica, SW (Conch), Judy, Keller, Michael, Chris, Hadrian
Directors absent: Marie
Public attendees: Kurt Lauer
Staff atendees: Zale, Ani
-Keller to write a letter to Maire
-Judy to provide an update in November on the Staffing Needs Assessment analysis.
1. Board Check-In
2. (Re-)Intro of brush as Facilitator
Brief discussion on decision-making process
Consensus model vs Roberts Rules of Order
3. Approval of agenda
Michael moves to add an agenda item to discuss a proposed recount in regard to the recent elections
Michael moves to add an agenda item regarding the failure of the Personnel and Governance workgroup to do what it was charged to do by the board. Specifically, to have the workgroup seek consultation with legal counsel regarding whether the combination of the committees is permitted by the foundation bylaws.
Board consents to the agenda.
4. Approval of Board Minutes
Board unanimously approves the September 2011 minutes.
5. Personnel & Governance Workgroup Update & Vote
The question for the board is whether to recombine the Personnel Committee and Governance Committee
Some concern expressed over lack of a board representative on the Governance Committee
A request was made to refer the issue back to the workgroup or a new Governance Committee to do what it was charged to do or, in the alternative, for the board to act without the advice of the workgroup.
It was clarified that there are more board members of the Governance Committee
The Workgroup proposes to recombine the Personnel and Governance Committees
A summary of the report was presented to the board
A motion was made to recombine the Governance and Personnel Committees to the status quo ante.
6. Appointment of Board Officers & Committee Liaisons
President: S.W. Conser (Conch)
Vice-President: Judy Fiestal
Treasurer: Paula Small
Secretary: Marc Brown
Member at large: Keller Henry
Concern about the number of board members on each committee
Paula moves to limit each committee to no more than two voting members
Desire for secret ballot expressed
Paula moves to amend the motion to vote on each committee as a whole aside from the Personnel/Governance Committee and Nominating Committee
For amending: 8
Opposed to amending: 0
Vote on the motion as amended
Secret ballot held for Nominating Committee
Programming Committee: Lyn
Personnel/Governance Committee: Alicia, Keller
Finance Committee: Paula, Chris
Development Committee: Hadrian, Keller
Engineering Workgroup: Keller
Web Liason: SW (Conch)
Strategic Planning Workgroup: Judy, Chris
Nominating Committee: Marc, Keller, Alicia, Paula, Lyn
7. Public Comment I
8. Motion to Remove Maire Cullen-Gilmore, Board Member, for cause
Motion presented by Paula:
I move to remove Board member, Maire Cullen-Gilmore, pursuant to Article VI, section 8(b) of KBOO Foundation's bylaws, for "conduct harmful to the corporation."
A suggestion made that the issue should be sent to the Nominating Committee.
A member moves to send the issue to the Nominating Committee
A board member asked that the specific behavior be stated.
For cause: She was listed as attending a meeting where there was a discussion about sabotaging the spring fund drive.
That fact was confirmed by a candidate at the annual meeting
Her behavior has been harmful to the foundation and in conflict with her fiduciary duties to the KBOO Foundation
Is that information hearsay or was it witnessed by someone
It was stated by a candidate who tried to excuse the action as a way to put out information but the minutes of that meeting stated otherwise.
An objection was made on civil liberty grounds
Maire is not recorded in the minutes and may have been asleep during the meeting as far as the board knows
It was pointed out that the board needs directors who attend meetings
Attendance is a separate issue
Maire is absent from the board meeting again
Amendment to the motion: To remove for failure to attend board meetings pursuant to Article VI, Section 8(a) of the KBOO Foundation Bylaws for missing three or more board meetings per year, including the annual meeting.
Board consents to the amendment
Vote on motion as amended
Keller proposes that she write a letter to Maire
It was pointed out that the letter should come from the secretary
Secretary proposes to delegate to Keller to write a letter
9. Staffing Needs Work Group Update
Judy explains the history and process of the workgroup
The group felt that neither proposal had a strategic view
The group recommends to temporarily accepting the staff majority proposal, for 90 days, to reduce 5 hours from every full time position.
The workgroup will be empowered to take on a staffing needs assessment.
Motion to approve the proposal as follows:
“The Board endorses the staff majority proposal to cut hours in positions TEMPORARILY - for ninety days. During that time the Staffing Needs Work Group will develop a plan to do a “staffing needs assessment” at the station and make a recommendation on staffing needs by the December board meeting. In addition, all interim hires will continue until a staffing level proposal is determined.”
Question raised regarding the benefits for the Youth Advocate Trainee Coordinator
A director wants to stay with the original recommendation with the benefits cut
Motion to amend the proposal to remove the Youth Advocate Position from the proposal and send the question of paid time off (PTO )and comp time to the Personnel/Governance Committee.
Motion to amend seconded
Board consents to amending the proposal
Vote to accept the proposal as amended
Judy will provide an update in November for a vote in December.
10. Public Comment II