Meeting of the Board of Directors 2012/11/26


November 26, 2012
6:00 p.m. to 9:30 p.m.
Board Members Present: Marc Brown, Lyn Moelich, Hadrian Micchie, Rabia
Yeaman, Matthew Bristow, SW Conser, Michael Papadopolous, Paula Small, Jeff
Board Members Absent: Damon Isiah Turner, Lisa Loving, John Mackey
Staff Present: Lynn Fitch, Ani Haines, Zale Chadwick
Public Present: Mark Fulop, Per Fagereng, Tim Flanagan, Louis Sowa, Robert
Barncord, Grace Marion, Kurt Lauer, Kathy Bushman, Chris Henry
Agenda Approval
Motion to approve the agenda
In favor: 7
Opposed: 0
Abstention: 1
October Minutes Approval
Motion to Approve the October minutes
In favor: 8
Opposed: 0
Abstention: 0
Removal of a KBOO Foundation Director for Cause
Discussion regarding the permissible boundaries of the discussion
The issue to be addressed is the actions of John Mackey's disclosure of
confidential information in an open session
John Mackey has written a letter to the board asking for this agenda item to be
taken off the agenda this month and put on next month's agenda because he is
unable to attend this meeting.
Motion to table agenda item number 5
No second
Motion Fails
Motion to remove Director John Mackey from the KBOO Foundation Board of
Directors for conduct harmful to the corporation.
ORS 65.324 (9) provides:
If at the beginning of a director’s term on the board, the articles or bylaws provide that the director may be removed for reasons set forth in the articles or bylaws, the board may remove the director for such reasons. The director may be removed only if a majority of the directors then in office vote for the removal.
Article VI, §8(b) of the KBOO Foundation bylaws provides:
Any member of the Board, whether elected by the members or appointed by the Board, may be removed for cause by a two-thirds majority vote of the seated Board members eligible to vote. Cause is considered to be: fraudulent or dishonest conduct, gross abuse of authority or discretion with respect to the corporation, or conduct harmful to the corporation, its employees, or volunteers. The Board member being considered for removal shall not cast a vote.
During the public portion of the October 22, 2012, KBOO Foundation Board of Directors meeting, John Mackey disclosed that KBOO was in violation of FCC regulations regarding the Emergency Alert System (EAS). Disclosure of that information constitutes conduct harmful to the corporation because it placed the station's FCC license at risk. Although the risk was ultimately rooted in the failure to conduct the proper monitoring of the EAS system by staff, the public disclosure prior to allowing the station manager to conduct an investigation to identify and resolve the problems prior to alerting the FCC about the problem is the conduct we are calling into question with this motion. Staff conduct is being dealt with in separate actions.
ORS 65.357 provides the general standards for directors of a non-profit corporation:
(1) A director shall discharge the duties of a director, including the director’s duties as a member of a committee:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the best interests of the corporation.
The ultimate question is whether it was objectively reasonable to announce in a public forum that KBOO is not in compliance with FCC regulations.
John Mackey acknowledged that the information was not appropriate for public disclosure and claims that he attempted to raise the issue in a closed session but was thwarted by the board's failure to vote for a closed session. However, according to the Board Agenda Request for submitted by John Mackey, the stated purpose for a closed session was to review and discuss the subject matter of two previous closed sessions of the Board of Directors.
Because the executive committee believes that John Mackey's actions at the October 22, 2012 meeting of the Board of Directors constituted conduct harmful to the KBOO Foundation and that an objectively reasonable director in that situation would not
publicly disclose that information, the executive committee recommends the removal of John Mackey from the board of directors for cause specified above.
Motion to call the question
In Favor: 7
Opposed: 1
Abstention: 0
Motion Passes
Vote on main motion
In Favor: 8
Opposed: 1
Abstention: 0
Motion Passes
Manager Report
o The work on the management structure in the works
o That work is dovetailing with boards work on policies
o We have identified an HR consultant to work on the employment policies
o Final report on MMT grant is due in January
o We have dealt with two FCC issues:
o The first issue involved the change of board membership and the necessary forms
o The second issue involved responding to complaint letter
o letter has been publicly posted
o We have also been focused on volunteer issues involving access, parties, pot smoking, sleeping in the station, and fighting. Some actions have been taken and we are looking to update the volunteer structure
o EFT numbers are at the highest monthly count since Dec 2007
o Amy Goodman event will net around $10,000
o We have been contacted by the Oregonian marketing Department for a testimonial ad. We will get a quarter page ad with testimony regarding the effectiveness of the advertisement
o Willamette Week contacted us about a quote about lack of progressive radio in Portland. A photo and quote will be in the article this Wednesday.
o On December 5 from 4-6, we will host a KPOJ listener happy hour
o The end of year appeal will be going out to 10,000 members.
Board Training Manual
Mark Fulop
Discussion regarding orientation manual
The manual is divided into several sections:
o Board candidate orientation
o New board member Orientation (governance, strategy, how does board function)
o Board member review retreat (half day) to review principles, committee structure, set priorities etc
o Annual board self-assessment
o A Director job description
Encouragement for working with the document for a year before modifying
Clinton Street Theater Partnership
Every second Thursday of the month for 2013, KBOO will partner with theClinton Street Theater for a KBOO movie night
This will be part of the board led fundraising
Each month will have a different theme hosted by a program/programmer
A suggestion was made to bring this up every month
Suggestion that the workgroup get together soon to start planning for January
Motion to create a board workgroup for the Clinton Street Theater Partnership for one year through Dec 2013
Motion Passes
Motion to assign 4 to 5 members
Motion Passes
Appointment of Lisa Loving to Executive Committee
Motion to appoint Lisa Loving to the executive committee
Amendment: Motion to table motion and continue Matthew Bristow in that position until the next meeting of the board at which point an election will be held
In Favor of Amendment: 8
Opposed: 0
Abstention: 0
Motion to amend passes
Vote on motion as amended
In favor: 8
Opposed: 0
Abstention: 0
Motion Passes
December Board Meeting
Discussion regarding whether to have the December meeting as scheduled (Dec 24), reschedule the meeting, or cancel the meeting.
Motion to reschedule December meeting to January 7
In Favor: 8
Opposed: 0
Abstention: 0
Motion Passes
Mission Statement Discussion
The KBOO Foundation Mission Statement is:
"Working together to transmit culture, news, and music that matters."
Background about the creation of the mission statement discussed
Some confusion regarding the mission statement and the programming charter
What is our mission?
A Mission Statement tells the world why we exist and why we matter
The statement needs to be broad
Generally, the first step is a vision statement which encompasses the optimal goal of the organization
The Mission Statement is how that vision is implemented
Finally, from the Mission Statement the programming charter is created
What is vision?
What is the mission?
What is the programming charter?
Community should be in the mission statement?
Where is the community?
Board's goal for the year is to develop a vision statement
Suggestion that this be a monthly agenda item
Committee Reports
Finance Committee
See new business
Programming Committee
Received a staff reported on election coverage
The homeless marathon had some technical difficulties
Erin put together a program evaluation form for listeners
WFMU benefit from storm damage discussed
Training curriculum discussed
Planning has begun for live remotes for the 45th anniversary
Personnel/Governance Committee
Next meeting 6:30 on 10th
Nominations Committee
Next meeting on Dec 12
Development Committee
Collins Grant is being submitted for archiving
Council of Elders is meeting in February
February True Vine event was discussed
Spring membership drive March 21 to April 6
June 21-22 big anniversary event--24 hour dance marathon
No report
New Business
1. There is an option to attach fiduciary liability to our current D & O coverage. While the amount is approx. $400 & fairly "nominal", the Finance Committee believes that it's an unnecessary expense/addition, given the Foundation's small Staff size (and at this time, only 1 retirement plan participant).
The Staff cannot arbitrarily decide *not* to add something to the D & O policy, as it pertains to the Board of Directors, which is why this requires a vote.
Motion that the Board of Directors decline the fiduciary liability coverage addendum to the current D & O insurance policy for this plan year.
In Favor: 7
Opposed: 1
Abstention: 0
Motion Passes
2. Through our current payroll provider, Paychex, there is an HR service available that can offer the Foundation some much-needed guidance and protection regarding employment law & policies. Included with the service is the drafting of an employee handbook, HR policy manual AND revisions/regular reviews of those items, among other things.
However, the cost for the service is approx. $500 per month (based on # of employees to be covered). It's a payroll period-based service, meaning that we're not obligated to a month-to-month or annual term; we need to give a payroll period's notice to cancel the service.
There is also a one-time $1500 activation set-up fee for the service. The Finance Committee met with the representative, asked in-depth questions and reviewed the materials regarding the service. It is the Finance Committee's recommendation that the Board approve the service for at least 6 months, so that Lynn & rest of Staff can work on an employee handbook (at the least), as well as HR policies in conjunction with Cindy & Mark's policy work with the Board.
The approx. total cost would be $4,500, which is also not in the FY13 budget. It was the rationale of the Finance Committee is that the Board's hire of an interim Station Manager, as well as circumstances preceding and subsequent to that hire require strong HR consultation. The Foundation has incurred thousands of dollars in legal fees for HR consultation & this service would hopefully mitigate further legal expenses, while providing a strong HR basis in policies and procedures for the future.
Motion that the Board approve the use of the Paychex HR Solutions Service for a period of six (6) months, for a total cost not to exceed $4,500.00 effective December 1, 2012
In Favor: 8
Opposed: 0
Abstention: 0
Motion Passes
Concern expressed about clarity and lateness of the information
Motion that the Board approve the allocation of the cost for the Paychex HR Solutions Service to the "Professional Fees - Legal" budget line item.
In Favor: 8
Opposed: 0
Abstention: 0
Motion Passes
Adjourn at 9:00 pm


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