Dissent to Board by Hadrian Micciche
Aug 21, 2013 15:22:41 GMT -8
Post by Admin on Aug 21, 2013 15:22:41 GMT -8
Provided to the KBOO Board of Directors, August 21st, for inclusion in the
minutes of the July 15th special meeting of the board.
____________________________________________
As part of our legal responsibilities as members of the board of a non-profit
corporation, we vote on proposed actions and policies. To avoid being held
personally liable for bad decisions of the board, it is a standard safeguard and past
KBOO practice to allow the reasons for a dissenting vote to be recorded in the
legal record, the board's minutes.
Adin Rogovin, the facilitator of the July 15 special meeting of the board, requested
that I submit my dissent to a particular board vote in writing, in order to get it in
the record without taking meeting time by stating it then and there. I agreed, and
expect the board to act on its commitment to include this document in the minutes.
Here then is my written dissent. The content is not a matter for board approval or
disapproval. The board should simply attach this document to the meeting minutes,
with a note in the minutes referring the reader to the attachment.
-----------------------------------------------------------------------------
Hadrian Micciche | Dissent to the Board's decision to not reaffirm the Directors'
duty of loyalty as stated in the Board Policy Manual.
The KBOO Board had been notified in advance of the July 15th special Board
meeting that I planned to resign from the Board when and if they acted to:
1. Set aside the Board policies then supposedly in place.
2. Remove the Executive Director from her role as such, in any fashion. [1]
These two items were on the agenda for that meeting and the Board did indeed do
these things. That would have triggered my resignation, had the Board not
needlessly removed me as their first order of business.
The Board insisted on engaging in a farcical 90 minute effort, trying to discredit
this critic by cynically invoking policies the Board themselves did not support. At a
previous Board meeting [2], and again at this meeting where I was removed [3],
the KBOO Board took a formal vote in which they refused to affirm the Board
policies they then cited to remove me. After my removal, the Board then put these
policies into abeyance. In other words, the Board declared that they would not be
guided by these Board policies, but never-the-less acted to use them to silence a
critic. The Board was aggrieved that I had contacted the press. Ironically, my
removal from the Board resulted in more unwanted press.
It was said that my alerting the press about these matters is not whistle-blowing.
It's not whistle-blowing, I was told, unless someone did something wrong.
1. Did KBOO Board member Lisa Loving request help to hack a web site
critical of the KBOO coup? The evidence of that is still up on her Facebook
page.
2. Did KBOO Board President S.W. Conser needlessly obtain confidential
personnel records from KBOO's law firm without prior authorization, in
violation of client-attorney privilege? Indeed he did.
These actions are actionable under our now former policies. These actions were
wrong. These violations have either not been addressed by the Board or declared in
a formal vote that no action would be necessary. This is why whistle-blowing was
needed. This is why the board needed to be reminded about their Duty of Loyalty
-- a policy they made a sham of. This hypocrisy is not only reprehensible, it is
something I believe the board will come to regret.
[1] Hadrian Micciche | Letter of Resignation, July 12, 2013
KBOO Foundation Board of Directors
The next special meeting scheduled for July 15th will set the future direction of
the KBOO Foundation. I fear it will not be a good one. I have spoken at length
and in great detail about the severe and negative impact of adopting many of the
measures on the agenda. I'll not repeat myself. I will also not be associated with the
disaster you all will bring on KBOO by your misguided and reckless actions.
1. This letter of resignation will be effective when and if the Board decides to
reduce, redirect or otherwise limit the role of Lynn Fitch as Executive Director.
2. This letter of resignation will be effective when and if the Board decides to put
the Board Policy Manual in abeyance and/or reinstate the former mix of Board,
staff and programming policies in whole or in part.
3. This letter of resignation will be effective when and if the Board adopts new or
former policies, or modifies current policies without the prior review of a qualified
lawyer who specializes in non-profit law or employment law, whichever is
applicable.
I will inform the Board when and if I see any of these occur, and provide the Board
with the effective date of my resignation.
[2] An excerpt from the KBOO Board Minutes for the Monday, June 24, 2013
meeting
• Board Policy Manual - Part 5: Board Structure and Processes 15
minutes
Paula Small
MOTION: That the Board confirm its understanding and adherence to the Board
Policy Manual, part 5: Board Structure and Processes.
BACKGROUND: Based on communications at KBOO Board meetings, via e-mail
threads, via social media, etc., some Board members are not following policies
outlines in the Board Policy Manual, specifically part 5. I'd like confirmation, in
order to refer issues and violations of this part of the policy to the Governance
Committee and/or Board.
Specifically, Board members are to speak with one voice about Board decisions,
even if they were dissidents. More importantly (to Paula, who's making the motion)
is the part of the policy referring to ensuring the financial solvency of the
corporation (i.e. the KBOO Foundation).
We've a Board-led fundraising goal as part of the budget we approved & we're far
from achieving it. We're not doing our part to ensure the financial solvency of the
corporation.
Note: Hadrian requests it be added to the minutes that he objects to the board not
affirming state requirements of duty of loyalty.
Seconded
3 in favor
3 opposed
1 abstention
Motion Fails
[3] From a draft of the Special KBOO Board meeting, July 15, 2013
Motion: for the KBOO Board of Directors to reaffirm the Director’s duty of loyalty
as stated in the Board Policy Manual.
Seconded
Vote:
Yes:
Hadrian Micciche, Rabia Yeaman
No:
Jeff Kippleman, Matthew Bristow, Lyn Moelich,
Abstentions:
Lisa Loving, Mark Sherman, Sue Bartlett, Michael Papadapoulos, Tim Welp
In favor 2, Opposed 6, Abstentions 3
Motion failed.
corporation, we vote on proposed actions and policies. To avoid being held
personally liable for bad decisions of the board, it is a standard safeguard and past
KBOO practice to allow the reasons for a dissenting vote to be recorded in the
legal record, the board's minutes.
Adin Rogovin, the facilitator of the July 15 special meeting of the board, requested
that I submit my dissent to a particular board vote in writing, in order to get it in
the record without taking meeting time by stating it then and there. I agreed, and
expect the board to act on its commitment to include this document in the minutes.
Here then is my written dissent. The content is not a matter for board approval or
disapproval. The board should simply attach this document to the meeting minutes,
with a note in the minutes referring the reader to the attachment.
-----------------------------------------------------------------------------
Hadrian Micciche | Dissent to the Board's decision to not reaffirm the Directors'
duty of loyalty as stated in the Board Policy Manual.
The KBOO Board had been notified in advance of the July 15th special Board
meeting that I planned to resign from the Board when and if they acted to:
1. Set aside the Board policies then supposedly in place.
2. Remove the Executive Director from her role as such, in any fashion. [1]
These two items were on the agenda for that meeting and the Board did indeed do
these things. That would have triggered my resignation, had the Board not
needlessly removed me as their first order of business.
The Board insisted on engaging in a farcical 90 minute effort, trying to discredit
this critic by cynically invoking policies the Board themselves did not support. At a
previous Board meeting [2], and again at this meeting where I was removed [3],
the KBOO Board took a formal vote in which they refused to affirm the Board
policies they then cited to remove me. After my removal, the Board then put these
policies into abeyance. In other words, the Board declared that they would not be
guided by these Board policies, but never-the-less acted to use them to silence a
critic. The Board was aggrieved that I had contacted the press. Ironically, my
removal from the Board resulted in more unwanted press.
It was said that my alerting the press about these matters is not whistle-blowing.
It's not whistle-blowing, I was told, unless someone did something wrong.
1. Did KBOO Board member Lisa Loving request help to hack a web site
critical of the KBOO coup? The evidence of that is still up on her Facebook
page.
2. Did KBOO Board President S.W. Conser needlessly obtain confidential
personnel records from KBOO's law firm without prior authorization, in
violation of client-attorney privilege? Indeed he did.
These actions are actionable under our now former policies. These actions were
wrong. These violations have either not been addressed by the Board or declared in
a formal vote that no action would be necessary. This is why whistle-blowing was
needed. This is why the board needed to be reminded about their Duty of Loyalty
-- a policy they made a sham of. This hypocrisy is not only reprehensible, it is
something I believe the board will come to regret.
[1] Hadrian Micciche | Letter of Resignation, July 12, 2013
KBOO Foundation Board of Directors
The next special meeting scheduled for July 15th will set the future direction of
the KBOO Foundation. I fear it will not be a good one. I have spoken at length
and in great detail about the severe and negative impact of adopting many of the
measures on the agenda. I'll not repeat myself. I will also not be associated with the
disaster you all will bring on KBOO by your misguided and reckless actions.
1. This letter of resignation will be effective when and if the Board decides to
reduce, redirect or otherwise limit the role of Lynn Fitch as Executive Director.
2. This letter of resignation will be effective when and if the Board decides to put
the Board Policy Manual in abeyance and/or reinstate the former mix of Board,
staff and programming policies in whole or in part.
3. This letter of resignation will be effective when and if the Board adopts new or
former policies, or modifies current policies without the prior review of a qualified
lawyer who specializes in non-profit law or employment law, whichever is
applicable.
I will inform the Board when and if I see any of these occur, and provide the Board
with the effective date of my resignation.
[2] An excerpt from the KBOO Board Minutes for the Monday, June 24, 2013
meeting
• Board Policy Manual - Part 5: Board Structure and Processes 15
minutes
Paula Small
MOTION: That the Board confirm its understanding and adherence to the Board
Policy Manual, part 5: Board Structure and Processes.
BACKGROUND: Based on communications at KBOO Board meetings, via e-mail
threads, via social media, etc., some Board members are not following policies
outlines in the Board Policy Manual, specifically part 5. I'd like confirmation, in
order to refer issues and violations of this part of the policy to the Governance
Committee and/or Board.
Specifically, Board members are to speak with one voice about Board decisions,
even if they were dissidents. More importantly (to Paula, who's making the motion)
is the part of the policy referring to ensuring the financial solvency of the
corporation (i.e. the KBOO Foundation).
We've a Board-led fundraising goal as part of the budget we approved & we're far
from achieving it. We're not doing our part to ensure the financial solvency of the
corporation.
Note: Hadrian requests it be added to the minutes that he objects to the board not
affirming state requirements of duty of loyalty.
Seconded
3 in favor
3 opposed
1 abstention
Motion Fails
[3] From a draft of the Special KBOO Board meeting, July 15, 2013
Motion: for the KBOO Board of Directors to reaffirm the Director’s duty of loyalty
as stated in the Board Policy Manual.
Seconded
Vote:
Yes:
Hadrian Micciche, Rabia Yeaman
No:
Jeff Kippleman, Matthew Bristow, Lyn Moelich,
Abstentions:
Lisa Loving, Mark Sherman, Sue Bartlett, Michael Papadapoulos, Tim Welp
In favor 2, Opposed 6, Abstentions 3
Motion failed.
