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
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
No vote taken on motion to amend the agenda to add the resolution
Motion to refer the issue to the Personnel and Governance Committee
Vote on motion:
In favor: 5
Motion refered to committee
Motion to extend the meeting if necessary to add the topic of Station Management
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
Motion to approve the agenda
In favor: 6
2. May minutes approval:
Motion to approve May Board of Directors minutes
In favor: 5
3. Board led fundraising
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 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
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.
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.
In favor: 6
Motion #3 Staff report to the board the results of its meeting regarding outreach hours in the next staff report to the board
In favor: 8
Amendment to motion #3 to add the term "timely"
In favor: 2
6. Inquiry Re: volunteer party
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
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.
Motion to amend the motion, changing the date to July 16, 2012
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."
In favor: 7
9. Staff management workgroup update
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
Financials will be sent out as soon as possible
Annual CPA report will be due by the next meeting
Survey will hopefully go live in July
The committee approved two shows
The committee is working on the Programmers Bill of Rights
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.
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.
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
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.
In favor: 2
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.