KBOO BOARD Minutes Monday, July 29, 2013
Sept 12, 2013 8:32:14 GMT -8
Post by partyhard on Sept 12, 2013 8:32:14 GMT -8
KBOO BOARD Minutes
Monday, July 29, 2013
6:00 pm – 10:17 pm
Facilitator: SW Conser
Minuter: Mark Sherman
Board Members Present:
President SW Conser
Vice President Matthew Bristow
Secretary Mark Sherman
Directors
Sue Bartlett
Jeff Kipilman
Lisa Loving
Lyn Moelich
Michael Papadapoulos
Timothy Welp
Rabia Yeaman
Board Members Absent:
Treasurer Paula Small
Board Members Other:
Rabia Yeaman left at the break
Lisa Loving left at approximately 10:00 pm
1. Ground Rules & Focus:
Brush was not able to attend, President Conser chaired the meeting.
2. Agenda approval
Motion (6-0-3): Appointment of Board Member to fill Hadrian's position after Public
Comment I. Motion passed.
Motion (5-3-1): Move Executive Director’s Report (item 19) after item 10. Motion failed.
Motion (Failed for lack of second): Table item 12 - Consideration of the legitimacy of legal
expenditures for Fall 2012– No second motion fails
Motion (8-0-1): Remove item 19 Executive Director’s Report. Motion passed.
Lynn Fitch, executive director requested to participate in the board meeting as a staff member.
The board rejected her request as she had already began her medical leave of absence.
3. Public Comment I
Dave DeAngelis – Requests the board improve communication with membership by posting
agendas and meeting minutes and improving the website. Take more steps to engage the
membership.
Linda Olsen Osterlund - Thanks for reconstituting the board. Asked if Brush will continue to
facilitate meetings. Board responded that he would.
4. Appoint a New Member to the Board of Directors
Eight candidates were interviewed for the open position vacated by Hadrian Micciche. A secret
paper ballot was conducted and Adin Rogovin was appointed to the board. His term expires
when the new board is seated.
5. June 24, 2013 Minutes Approval
Motion (7-0-4) Motion to approve minutes. Motion passed
6. July 15, 2013 Special Meeting Minutes Approval
Minutes are not yet available. Motion (9-0-2) Motion to table approval until Rabia could
complete the minutes. Motion passed.
7. Nomination and Election of Board Secretary
Motion (9-1-0): Appoint Mark Sherman as secretary to replace Rabia Yeaman who resigned on
July 15, 2013. Motion passed.
8. Appointment of Candidates to Nominating Committee
Motion (8-0-2) Appoint Mark Sherman and Sue Bartlett to the nominating committee.
Paula Small resigned from the nominating committee in June. Rabia Yeaman removed herself
from the nominating committee due to a conflict of interest. Motion passed.
9. Consideration of Employer Law Firm
Jeff Kipilman spoke to 3 potential law firms that would be available to provide review of any
proposed labor contract. He is waiting for a response from one firm. The choice of firm is
limited as union negotiation appears to be a specialized area. Labor negotiations have not
begun.
10. Delegation of Negotiating Authority to Management Team
A management team will created, composed of board members, to represent the board in
negotiations with the staff regarding their union contract.
Motion (9-0-0): The board shall choose three directors to form a management team for the
purpose of negotiating with the staff regarding a labor contract. Motion passed.
Motion (9-0-1): Appoint Timothy Welp, Jeff Kipilman, and Adin Roogovin to the management
team to negotiate with the staff regarding a labor contract. Motion passed.
11. Board Contact Web Page
The board web page contains the email contacts for most board members. The page will be
updated with the email contacts for Lyn Moelich, Jeff Kipilman, and Paula Small.
12. Monthly Finance Committee Report
Motion (8-0-1): The treasurer is directed to provide to the board, by the 15th of each month, a
balance sheet, a year to date statement, and an actual versus budget statement.
The board felt that timely budgetary information was not available prior to board meetings. The
motion shall provide the board adequate time to review financial statements.
13. Consideration of the legitimacy of legal expenditures for Fall 2012
Motion (2-7-1): Request of close session to discuss additional information not made available
regarding SW Conser's decision to seek legal council. Motion failed.
Call to close debate. Passed.
Motion (8-0-2): Approve $1,500.00 in legal expenditures by board president S. W. Conser
during 2012. Motion passed.
This item involves legal consultations initiated by the board president in 2012. Twice in 2012
the board took up the issue of whether prior approval was needed of the board or the executive
committee in order to commit funds for legal advice.
Break:
14. Discussion of Foundation Business During BPM Abeyance
Discussion: Ani Haines is the staff representative to the PBP work group. The work group is
deliberating on the philosophy that will guide the rewrite effort.
15. Discussion of Budget for Mediation
Motion (7-1-1): Approved the spending of a maximum of $3000 on mediation between Lynn
Fitch and the board with a review after $1500 has been spent and an additional review after
$3000.00 has been spent as long as the board determines there is an issue to mediate. Motion
passed.
An issue arose as to the effectiveness of mediation in the absence is a specific issue or issues to
mediate.
16. Discussion of member listening meetings or quarterly KBOO membership meetings
Motion (9-0-0): Create a membership engagement committee to review and make suggestions
to the board - Provide a forum for membership to collectively bring issues to the board, to
provide a voice, and provide a venue for the board and membership to interact. Create a space
for members to own the agenda. Motion passed.
Motion (9-0-0): To approve the creation of a Article VIII section (3) (other) membership
committee. Motion passed.
Motion: Appoint Timothy Welp and Adin Rogovin to be board reps to the membership
committee. Approved by acclamation.
17. Use of Skype for allowing Board members or Staff members to participate in committee
meetings when practical
Motion: Allow for members to participate at committees meetings via Skype or other
collaboration software when practical and agreed to. Referred to Governance for further
discussion.
18. Board update on status of contract negotiations
Contract Negotiation Update: A request was made to delegate the management team to
negotiate with the staff and to keep the board up to date on the status of the negotiations. The
board affirmed this intention by affirmation.
19. Executive Director’s Report
Removed from the agenda.
20. Committee Reports 15 minutes
· Finance Committee
A summary of the most recent budget was provided by Matthew Bristow. A written
report will be submitted for inclusion in the minutes.
· Programming Committee
No report was provided by the programming committee
· Governance Committee
Jeff, Paul, Hadrian, Rabia, Sue, Timothy, Michael attended the last meeting.
Discussion topics included: Confidentially as it relates to board communications.
Election policies and procedures to comply with bylaws. Conch's effort to obtain
legal emails relating to the business of the KBOO foundation.
· Personnel Committee
No report was provided by the personnel committee. The committee status is
unknown as a result of placing the BPM in abeyance.
· Nominations Committee
Ballots are expected to be mailed out in the next week. A list of board candidates
will be published on the website this week. Candidate forums are tentatively6
scheduled for the week of Aug 19th. A candidate meet and greet is being planned
for Aug 25, 2013. The annual membership meeting will be held at the Matt
Dishman Community Center on Sept 14, 2013. Ballots for the board election
may not be received any later than noon of September 14. This includes all new
members.
· Development Committee
Staff member Ani Haines and board member Sue Bartlett will coordinate to restart
the development meetings.
21. Emergency Business
• An independent CPA review for fiscal year 2012 was completed
Motion (7-1-0): "Motion to approve the FY 2012 Financial Review, performed by Kern
& Thompson, as completed.". Motion Passed.
• Motion (8-0-1): Appoint Adin Rogovin to the governance committee. Motion passed.
• Motion (9-0-0): Approve Sue Bartlett and Mark Sherman to have access to the website.
Ani will contact web master to add access and training for Sue and Mark
• Motion (8-0-1): Motion Committee minutes are to be posted and on the website within
two weeks of the committee meeting.
• Deanna Allred at Bank of the Cascades at Bank of the Cascades requested urgent action by the
board to answer two questions: 1. Determine who is to be listed as the 'Administrator(s)' of our
Bank of the Cascades (BOTC) account/s. 2. Does the Board want to include the Treasurer,
President, or any other Board Member as an administrator?
In response, the board passed the following motion: (7-0-1) The board designates Matthew
Bristow as administrator of KBOO's Bank of the Cascades accounts until the end of the fiscal
year.
• Special Board Meeting: A special board meeting has been called for August 6, 2013 to discuss
the following agenda items:
• Anticipated expenses for the FCC application contractors
• Anticipated expenses for the FCC application engineers
• Update on the selection of an employee law firm
• Update on the FCC renewal
• Motion (7-0-1): Call for a special board meeting on August 6, 2013, 6:00 pm. Motion
passed.
22. Public Comment II
Ani Haines: Complemented the board for its positive change in focus.
Ed Kraus: Voiced concern that a board candidate event was scheduled during Yom Kipur.
Zale Chadwick: Wanted board clarification as to whether a staff member would be part of the
union negotiations if they were temporarily filling in as station manager.
Kurt Lauer: Wanted to know if Paula Small was the administrator along with Matthew Bristow
or did Matthew replace her.
Attendees
Zale Chadwick
Carlton Olson
Robin Ryan
Jody De La Vergne
Judy Hadley
Allend Wheeland
Adin Rogovin
Delphine Criscenzo
Michael Wells
Dave DeAngelis
Jen Davis
Jay Thiemeyer
Per Fagren
Linda Olson Osterlund
Kate Welch
Tim Thompson
Joe Uris
Ed Kraus
Kristin Yount
Kurt Lauer
Herschel Soles
Celeste Soles
Angela Parson
Ben Hoyne
Sandy Policshuk
Paul Roland
Ivan Green
Thomas Hood
Ani Haines
Grace Marian
Jan Thugren
JoAnn Nordesky
Patricia Epstein
The foregoing minutes were approved by the Board of Directors on August 6, 2013.
Mark Sherman
Secretary
Monday, July 29, 2013
6:00 pm – 10:17 pm
Facilitator: SW Conser
Minuter: Mark Sherman
Board Members Present:
President SW Conser
Vice President Matthew Bristow
Secretary Mark Sherman
Directors
Sue Bartlett
Jeff Kipilman
Lisa Loving
Lyn Moelich
Michael Papadapoulos
Timothy Welp
Rabia Yeaman
Board Members Absent:
Treasurer Paula Small
Board Members Other:
Rabia Yeaman left at the break
Lisa Loving left at approximately 10:00 pm
1. Ground Rules & Focus:
Brush was not able to attend, President Conser chaired the meeting.
2. Agenda approval
Motion (6-0-3): Appointment of Board Member to fill Hadrian's position after Public
Comment I. Motion passed.
Motion (5-3-1): Move Executive Director’s Report (item 19) after item 10. Motion failed.
Motion (Failed for lack of second): Table item 12 - Consideration of the legitimacy of legal
expenditures for Fall 2012– No second motion fails
Motion (8-0-1): Remove item 19 Executive Director’s Report. Motion passed.
Lynn Fitch, executive director requested to participate in the board meeting as a staff member.
The board rejected her request as she had already began her medical leave of absence.
3. Public Comment I
Dave DeAngelis – Requests the board improve communication with membership by posting
agendas and meeting minutes and improving the website. Take more steps to engage the
membership.
Linda Olsen Osterlund - Thanks for reconstituting the board. Asked if Brush will continue to
facilitate meetings. Board responded that he would.
4. Appoint a New Member to the Board of Directors
Eight candidates were interviewed for the open position vacated by Hadrian Micciche. A secret
paper ballot was conducted and Adin Rogovin was appointed to the board. His term expires
when the new board is seated.
5. June 24, 2013 Minutes Approval
Motion (7-0-4) Motion to approve minutes. Motion passed
6. July 15, 2013 Special Meeting Minutes Approval
Minutes are not yet available. Motion (9-0-2) Motion to table approval until Rabia could
complete the minutes. Motion passed.
7. Nomination and Election of Board Secretary
Motion (9-1-0): Appoint Mark Sherman as secretary to replace Rabia Yeaman who resigned on
July 15, 2013. Motion passed.
8. Appointment of Candidates to Nominating Committee
Motion (8-0-2) Appoint Mark Sherman and Sue Bartlett to the nominating committee.
Paula Small resigned from the nominating committee in June. Rabia Yeaman removed herself
from the nominating committee due to a conflict of interest. Motion passed.
9. Consideration of Employer Law Firm
Jeff Kipilman spoke to 3 potential law firms that would be available to provide review of any
proposed labor contract. He is waiting for a response from one firm. The choice of firm is
limited as union negotiation appears to be a specialized area. Labor negotiations have not
begun.
10. Delegation of Negotiating Authority to Management Team
A management team will created, composed of board members, to represent the board in
negotiations with the staff regarding their union contract.
Motion (9-0-0): The board shall choose three directors to form a management team for the
purpose of negotiating with the staff regarding a labor contract. Motion passed.
Motion (9-0-1): Appoint Timothy Welp, Jeff Kipilman, and Adin Roogovin to the management
team to negotiate with the staff regarding a labor contract. Motion passed.
11. Board Contact Web Page
The board web page contains the email contacts for most board members. The page will be
updated with the email contacts for Lyn Moelich, Jeff Kipilman, and Paula Small.
12. Monthly Finance Committee Report
Motion (8-0-1): The treasurer is directed to provide to the board, by the 15th of each month, a
balance sheet, a year to date statement, and an actual versus budget statement.
The board felt that timely budgetary information was not available prior to board meetings. The
motion shall provide the board adequate time to review financial statements.
13. Consideration of the legitimacy of legal expenditures for Fall 2012
Motion (2-7-1): Request of close session to discuss additional information not made available
regarding SW Conser's decision to seek legal council. Motion failed.
Call to close debate. Passed.
Motion (8-0-2): Approve $1,500.00 in legal expenditures by board president S. W. Conser
during 2012. Motion passed.
This item involves legal consultations initiated by the board president in 2012. Twice in 2012
the board took up the issue of whether prior approval was needed of the board or the executive
committee in order to commit funds for legal advice.
Break:
14. Discussion of Foundation Business During BPM Abeyance
Discussion: Ani Haines is the staff representative to the PBP work group. The work group is
deliberating on the philosophy that will guide the rewrite effort.
15. Discussion of Budget for Mediation
Motion (7-1-1): Approved the spending of a maximum of $3000 on mediation between Lynn
Fitch and the board with a review after $1500 has been spent and an additional review after
$3000.00 has been spent as long as the board determines there is an issue to mediate. Motion
passed.
An issue arose as to the effectiveness of mediation in the absence is a specific issue or issues to
mediate.
16. Discussion of member listening meetings or quarterly KBOO membership meetings
Motion (9-0-0): Create a membership engagement committee to review and make suggestions
to the board - Provide a forum for membership to collectively bring issues to the board, to
provide a voice, and provide a venue for the board and membership to interact. Create a space
for members to own the agenda. Motion passed.
Motion (9-0-0): To approve the creation of a Article VIII section (3) (other) membership
committee. Motion passed.
Motion: Appoint Timothy Welp and Adin Rogovin to be board reps to the membership
committee. Approved by acclamation.
17. Use of Skype for allowing Board members or Staff members to participate in committee
meetings when practical
Motion: Allow for members to participate at committees meetings via Skype or other
collaboration software when practical and agreed to. Referred to Governance for further
discussion.
18. Board update on status of contract negotiations
Contract Negotiation Update: A request was made to delegate the management team to
negotiate with the staff and to keep the board up to date on the status of the negotiations. The
board affirmed this intention by affirmation.
19. Executive Director’s Report
Removed from the agenda.
20. Committee Reports 15 minutes
· Finance Committee
A summary of the most recent budget was provided by Matthew Bristow. A written
report will be submitted for inclusion in the minutes.
· Programming Committee
No report was provided by the programming committee
· Governance Committee
Jeff, Paul, Hadrian, Rabia, Sue, Timothy, Michael attended the last meeting.
Discussion topics included: Confidentially as it relates to board communications.
Election policies and procedures to comply with bylaws. Conch's effort to obtain
legal emails relating to the business of the KBOO foundation.
· Personnel Committee
No report was provided by the personnel committee. The committee status is
unknown as a result of placing the BPM in abeyance.
· Nominations Committee
Ballots are expected to be mailed out in the next week. A list of board candidates
will be published on the website this week. Candidate forums are tentatively6
scheduled for the week of Aug 19th. A candidate meet and greet is being planned
for Aug 25, 2013. The annual membership meeting will be held at the Matt
Dishman Community Center on Sept 14, 2013. Ballots for the board election
may not be received any later than noon of September 14. This includes all new
members.
· Development Committee
Staff member Ani Haines and board member Sue Bartlett will coordinate to restart
the development meetings.
21. Emergency Business
• An independent CPA review for fiscal year 2012 was completed
Motion (7-1-0): "Motion to approve the FY 2012 Financial Review, performed by Kern
& Thompson, as completed.". Motion Passed.
• Motion (8-0-1): Appoint Adin Rogovin to the governance committee. Motion passed.
• Motion (9-0-0): Approve Sue Bartlett and Mark Sherman to have access to the website.
Ani will contact web master to add access and training for Sue and Mark
• Motion (8-0-1): Motion Committee minutes are to be posted and on the website within
two weeks of the committee meeting.
• Deanna Allred at Bank of the Cascades at Bank of the Cascades requested urgent action by the
board to answer two questions: 1. Determine who is to be listed as the 'Administrator(s)' of our
Bank of the Cascades (BOTC) account/s. 2. Does the Board want to include the Treasurer,
President, or any other Board Member as an administrator?
In response, the board passed the following motion: (7-0-1) The board designates Matthew
Bristow as administrator of KBOO's Bank of the Cascades accounts until the end of the fiscal
year.
• Special Board Meeting: A special board meeting has been called for August 6, 2013 to discuss
the following agenda items:
• Anticipated expenses for the FCC application contractors
• Anticipated expenses for the FCC application engineers
• Update on the selection of an employee law firm
• Update on the FCC renewal
• Motion (7-0-1): Call for a special board meeting on August 6, 2013, 6:00 pm. Motion
passed.
22. Public Comment II
Ani Haines: Complemented the board for its positive change in focus.
Ed Kraus: Voiced concern that a board candidate event was scheduled during Yom Kipur.
Zale Chadwick: Wanted board clarification as to whether a staff member would be part of the
union negotiations if they were temporarily filling in as station manager.
Kurt Lauer: Wanted to know if Paula Small was the administrator along with Matthew Bristow
or did Matthew replace her.
Attendees
Zale Chadwick
Carlton Olson
Robin Ryan
Jody De La Vergne
Judy Hadley
Allend Wheeland
Adin Rogovin
Delphine Criscenzo
Michael Wells
Dave DeAngelis
Jen Davis
Jay Thiemeyer
Per Fagren
Linda Olson Osterlund
Kate Welch
Tim Thompson
Joe Uris
Ed Kraus
Kristin Yount
Kurt Lauer
Herschel Soles
Celeste Soles
Angela Parson
Ben Hoyne
Sandy Policshuk
Paul Roland
Ivan Green
Thomas Hood
Ani Haines
Grace Marian
Jan Thugren
JoAnn Nordesky
Patricia Epstein
The foregoing minutes were approved by the Board of Directors on August 6, 2013.
Mark Sherman
Secretary