Meeting of the KBOO Board of Directors 2013/01/28
Sept 15, 2013 19:44:30 GMT -8
Post by Admin on Sept 15, 2013 19:44:30 GMT -8
kboo.fm/node/54973
KBOO BOARD OF DIRECTORS MEETING MINUTES
January 28, 2013
6:00 p.m. to 9:00 p.m.
Board Members Present: Marc Brown, Michael Papadopolous, Hadrian Micchie, Rabia Yeaman, Matthew Bristow, SW Conser, , Paula Small, Jeff Kipilman, , Lisa Loving
Board Members Absent: Lyn Moelich, Damon Isiah Turner
Staff Present: Lynn Fitch (via telephone)
Public Present: Mark Fulop, Ben Hoyne, Zale Chadwick, Ani Haines, Robin Ryan, Mark Sherman, Kurt Lauer, Ivan Green
Agenda Approval
Motion to approve the agenda
Seconded
6 in support
0 opposed
1 abstention
Agenda approved
January 7 Minutes Approval
Motion to Approve the January 7 minutes
7 in support
0 opposed
1 abstention
Minutes approved
Board Training Manual
Mark Fulop
A comment was made that the training manual should prove helpful for recruitment
The document can be adjusted as needed
Mark Fulop will be available to help with role playing
Lyn and Hadrian are going to work on developing the candidate training
A note that the last section is a board self-assessment: the board should establish a baseline this year and then ensure that the board is on track in the training.
Motion to thank Mark and declare the document delivered
Seconded
Unanimous in support
Motion passes
Motion to approve and accept board training manual
Seconded
Unanimous in support
Motion passes
Closed Session
Motion for closed session
Seconded
Unanimous in support
Motion passes
Conflict of Interest Policy
As part of the Board Policy Manual the board adopted a conflict of interest policy and the policy requires all board members to sign it and disclose all conflicts each year. In addition, it is requested that each director sign the director job description.
Governance Committee
Although this item asks for the board to create a board level Governance Committee, the board already created that committee when it approved the board policy manual.
Comment made that the membership should be open to all members
Response that the board already voted on the committee and its structure
Motion to dissolve the Personnel/Governance Committee retaining the Personnel Committee that is in the bylaws and a Governance Committee created by the new board policies.
Seconded
8 in support
1 opposed
Motion passes
Board unanimously approved the following members for the Governance Committee:
Hadrian Micchie
Rabia Yeaman
Jeff Kipilman
Michael Papadopolous
Matthew Bristow
Member Dues Policy
Motion to refer to the Development Committee the question of whether the board should amend the Membership Dues Policy to increase the annual membership rate. If the committee recommends an increase, the committee shall recommend an amount of increase.
Seconded
A suggestion was made about possibly creating a new structure with several levels including youth, contributor, member, and volunteer
Unanimous in support
Motion passes
Committee reports
Nominating Committee
The tentative schedule has been set for the 2013 elections
The committee may change the forum to a one-on-one interview of each candidate
The committee discussed how it can incorporate the new training manual into the recruitment and election process
Programming
Invited Lynn to come to give an update regarding programming goals
She said the committee could be involved in surveys
The committee wants more local programming, local news, more representation from the community, and to use resources more efficiently
Evaluations have not begun and seem to founder
Erin is trying to help the committee develop an evaluation process
Erin is holding back on programming contracts pending new policies
Library needs work
Comment that volunteers are being deployed to organize, digitize and maintain library
Finance Committee
Sept 2012 financials have been sent out to board
The board has seen these before but a few additions made to reflect some late invoices
FY13: expenditures from Sept ongoing through new FY
The FC is working on getting first quarter financials out
Revenue is running to budget even without sweepstakes
We got money in as a result of the end of year appeal
Salaries are on budget
We had increase in cost of benefits. We have no control over them
New business
Bill for grant writing on FY12 budget but was not spent until FY13
Motion to add $1,025 for grant writing expenses to FY 13 budget as it was a carryover from the FY12 budget
Seconded
Unanimous in favor
Motion passes
Legal fees were incurred on behalf of foundation but not approved by the board
Motion for board to approve $3,600 in unapproved legal expenses with acknowledgement from the board that there will be additional billings related to those expenses
Seconded
Comment regarding concern over retroactive approval of spending without details and an insurance that this does not occur again
Response that the funds are already budgeted in that the amount is in the budget
This is really more of an info report because money is already allocated but the proper procedures were not followed
The itemization was previously sent in a fiscal report
Question if this is the same as an individual board member sought legal advice.
Answer is that no board member has the authority to act in that manner
Statement that the board president has authority to enter into contracts
Comment that the act to seek legal advice was taken in lieu of active executive committee
Neither the ED nor the board approved of the specific expenditure
5 in support
3 opposed
1 abstention
Motion passes
Hadrian notes that reason for voting no because feels like he was not adequately informed
Board training
Information regarding the possibility of having board training with brush on the topic of consensus facilitation. The cost would be $100
Motion for board to approve a $100 expense to pay brush for training in consensus facilitation
Seconded
Concern expressed that such an expense is not fiscally prudent when we are boarderline exploiting a resource
Additional comment: in the past nine years, the board has never functioned better than under Roberts rules
Concern that we now have a board training manual and this would go outside that training
Support voiced because we can always use training on board processes
Motion to table the motion
Seconded
7 in support
1 opposed
1 Abstain
Motion passes
Motion to refer this issue to the Governance Committee
Seconded
7 in support
1 opposed
1 abstention
Motion passes
In light of past legal action taken against the foundation and in consideration of the on-going danger of being placed in violation of FCC rules or our current by-laws concerning election procedures, the Board directs the Governance Committee to cause to be drafted a by-law change to resolve the problem, for placement on the next ballot, after legal and Board review.
Seconded
9 in support
1 abstention
Motion passes
Adjourn: 9:05
January 28, 2013
6:00 p.m. to 9:00 p.m.
Board Members Present: Marc Brown, Michael Papadopolous, Hadrian Micchie, Rabia Yeaman, Matthew Bristow, SW Conser, , Paula Small, Jeff Kipilman, , Lisa Loving
Board Members Absent: Lyn Moelich, Damon Isiah Turner
Staff Present: Lynn Fitch (via telephone)
Public Present: Mark Fulop, Ben Hoyne, Zale Chadwick, Ani Haines, Robin Ryan, Mark Sherman, Kurt Lauer, Ivan Green
Agenda Approval
Motion to approve the agenda
Seconded
6 in support
0 opposed
1 abstention
Agenda approved
January 7 Minutes Approval
Motion to Approve the January 7 minutes
7 in support
0 opposed
1 abstention
Minutes approved
Board Training Manual
Mark Fulop
A comment was made that the training manual should prove helpful for recruitment
The document can be adjusted as needed
Mark Fulop will be available to help with role playing
Lyn and Hadrian are going to work on developing the candidate training
A note that the last section is a board self-assessment: the board should establish a baseline this year and then ensure that the board is on track in the training.
Motion to thank Mark and declare the document delivered
Seconded
Unanimous in support
Motion passes
Motion to approve and accept board training manual
Seconded
Unanimous in support
Motion passes
Closed Session
Motion for closed session
Seconded
Unanimous in support
Motion passes
Conflict of Interest Policy
As part of the Board Policy Manual the board adopted a conflict of interest policy and the policy requires all board members to sign it and disclose all conflicts each year. In addition, it is requested that each director sign the director job description.
Governance Committee
Although this item asks for the board to create a board level Governance Committee, the board already created that committee when it approved the board policy manual.
Comment made that the membership should be open to all members
Response that the board already voted on the committee and its structure
Motion to dissolve the Personnel/Governance Committee retaining the Personnel Committee that is in the bylaws and a Governance Committee created by the new board policies.
Seconded
8 in support
1 opposed
Motion passes
Board unanimously approved the following members for the Governance Committee:
Hadrian Micchie
Rabia Yeaman
Jeff Kipilman
Michael Papadopolous
Matthew Bristow
Member Dues Policy
Motion to refer to the Development Committee the question of whether the board should amend the Membership Dues Policy to increase the annual membership rate. If the committee recommends an increase, the committee shall recommend an amount of increase.
Seconded
A suggestion was made about possibly creating a new structure with several levels including youth, contributor, member, and volunteer
Unanimous in support
Motion passes
Committee reports
Nominating Committee
The tentative schedule has been set for the 2013 elections
The committee may change the forum to a one-on-one interview of each candidate
The committee discussed how it can incorporate the new training manual into the recruitment and election process
Programming
Invited Lynn to come to give an update regarding programming goals
She said the committee could be involved in surveys
The committee wants more local programming, local news, more representation from the community, and to use resources more efficiently
Evaluations have not begun and seem to founder
Erin is trying to help the committee develop an evaluation process
Erin is holding back on programming contracts pending new policies
Library needs work
Comment that volunteers are being deployed to organize, digitize and maintain library
Finance Committee
Sept 2012 financials have been sent out to board
The board has seen these before but a few additions made to reflect some late invoices
FY13: expenditures from Sept ongoing through new FY
The FC is working on getting first quarter financials out
Revenue is running to budget even without sweepstakes
We got money in as a result of the end of year appeal
Salaries are on budget
We had increase in cost of benefits. We have no control over them
New business
Bill for grant writing on FY12 budget but was not spent until FY13
Motion to add $1,025 for grant writing expenses to FY 13 budget as it was a carryover from the FY12 budget
Seconded
Unanimous in favor
Motion passes
Legal fees were incurred on behalf of foundation but not approved by the board
Motion for board to approve $3,600 in unapproved legal expenses with acknowledgement from the board that there will be additional billings related to those expenses
Seconded
Comment regarding concern over retroactive approval of spending without details and an insurance that this does not occur again
Response that the funds are already budgeted in that the amount is in the budget
This is really more of an info report because money is already allocated but the proper procedures were not followed
The itemization was previously sent in a fiscal report
Question if this is the same as an individual board member sought legal advice.
Answer is that no board member has the authority to act in that manner
Statement that the board president has authority to enter into contracts
Comment that the act to seek legal advice was taken in lieu of active executive committee
Neither the ED nor the board approved of the specific expenditure
5 in support
3 opposed
1 abstention
Motion passes
Hadrian notes that reason for voting no because feels like he was not adequately informed
Board training
Information regarding the possibility of having board training with brush on the topic of consensus facilitation. The cost would be $100
Motion for board to approve a $100 expense to pay brush for training in consensus facilitation
Seconded
Concern expressed that such an expense is not fiscally prudent when we are boarderline exploiting a resource
Additional comment: in the past nine years, the board has never functioned better than under Roberts rules
Concern that we now have a board training manual and this would go outside that training
Support voiced because we can always use training on board processes
Motion to table the motion
Seconded
7 in support
1 opposed
1 Abstain
Motion passes
Motion to refer this issue to the Governance Committee
Seconded
7 in support
1 opposed
1 abstention
Motion passes
In light of past legal action taken against the foundation and in consideration of the on-going danger of being placed in violation of FCC rules or our current by-laws concerning election procedures, the Board directs the Governance Committee to cause to be drafted a by-law change to resolve the problem, for placement on the next ballot, after legal and Board review.
Seconded
9 in support
1 abstention
Motion passes
Adjourn: 9:05