Meeting of the KBOO Board of Directors 2013/08/26

KBOO Board Final Minutes
August 26, 2013 6:00 pm
KBOO: 20 SE 8th Street

Facilitator: John Brush
Minuter: Mark Sherman

1 Welcome KBOO members and visitors

2 Introductions
Board Members Attending: SW Conser, Matthew Bristow, Mark Sherman, Sue Bartlett, Lisa
Loving, Adin Rogovin, Michael Papadapolous, Jeff Kipilman, Timothy Welp
Board Members Absent: Lyn Moelich
Attendees: Bruce Silverman, Judy Hadley, Alan Weider, Jill Severson, Per Fagereng, Hershel
Soles, John Poukkula, Dave DeAngelis, Kate Welch, Paul Roland, Leila Bristow, Marian Rhys,
Ed Kraus, Louis Sowa, Rebecca Nay, Alexander Roberts, Joe Uris, Allen Wheeland, Nancy
Newell, Robin Ryan, Ani Haines, Zale Chadwick, Kristin Yount, Grace Marian, Rolf ?, Celeste
Soles.

3 Announcements and Upcoming Events
3.1 Board Candidate Interviews: Aug 20 – Aug 26 5:30 – 6:00 pm
3.2 KBOO In The Park - Candidate Meet and Greet: August 25th, 12:00 - 4:00 pm
Peninsula Park, N. Albina at Ainsworth
3.3 Union Negotiation Aug 30th at 6 PM located at the CWA Union Hall
3.4 Annual Meeting: September 15, 1:00 – 4:00 pm, Matt Dishman Community Center –
Closed session.

4 Agenda Approval (10 min)
Michael: Allow for public comment during discussion of motions.
Matt: Will create for a longer meeting.
Motion: Add an agenda item for Michael Papadopous' request to allow members to
speak to issues when they are being discussed.
5-3-0 Motion Passed
Motion: Approve meeting agenda.
7-1-0 Motion Passed

5 Allow for public comment during discussion of motions.
Motion: Allow for public comment during discussion of motions for 30 seconds for 3
minutes.
2-6-0 Motion Failed


6 Opening Public Comments (10 min)
• Bruce Silverman: Made copy of volunteer list. Phone numbers are available on Internet.
No policy on volunteer list. Bruce shredded copy of list, calls stopped. Calls for policy
to be developed on volunteer list.
• Dave DeAngelis: Finances and current budget – Request for board treasurer to make
summary information available to the membership along with action items.
• Marian Reese – Urges board to get as many members to vote. Supports public comment
during agenda items.
• Joe Uris – Concerned about fear mongering related to Andrew Geller's volunteer email
regarding corrupted database.
• Nancy Newal – Concern that she renewed and didn't receive her ballot. Questions as to
whether Andrew Geller can mail her a ballot. Board clarified policy in response. Andrew
needs to receive the money first.

7 Minutes Approval August 8, 2013 (10 min)
Motion: Approve August 8, 2013minutes
7-0-1 Motion Passed

8 Minutes Approval July 15, 2013 (10 min)
Motion: Approve minutes with attached documents as a separate record not to be
included in the body of the minutes.
Adin: Minutes should only include the motions and actions. Audio transcript exists.
Matthew: Attachments should be on file but not included in the minutes.
6-0-2 Motion Passed

9 Committee Reports (20 min)
9.1 Finance Committee
Matthew: At committee meeting, discussed process and time frames for committee
action. Insurance broker can talk regarding directors and officers insurance, meeting can
be planned. Financial statements for June/July can be released to the public. Suggests
new treasurer obtain additional quotes.
9.2 Programming Committee
Sue: Updated board on Thom Hartmann status. Thom Hartmann is scheduled for a 3
month pilot from Sept to Dec. It will temporarily replace Democracy Now!.
9.3 Governance Committee
Jeff: Met Aug 12 – Jeff Kipilman is chair, Ani Haines is secretary. Discussed remote
access for board members to participate in committee meetings. Board liaison needs to
be appointed.
9.4 Personnel Committee
Scheduled to meet next month.

9.5 Nominations Committee
Sue: Handout of proposed League of Women Voters (LWV) agreement to manage and
count election ballots. Keys for P.O. box and ballot box is with attorney Craig Colby and
will be turned over to LWV. Pending on SW Conser for signature. Costs for LWV
support - $500 donation to LWV and $500 in kind.
9.6 Development Committee
Jill Severson: Attended development committee meeting in May, which was the last
meeting until August 5. Thanks KBOO for approval for the book and record sale
scheduled for Sept 28. Jill asked the board appointees are? Great ideas are in the works
for fundraising. Book/Record sorting parties Thursdays 12-4 . Needs volunteers.
9.7 Outreach Committee
No report available
9.8 Membership Engagement Committee
Hasn't met yet.

10 Staff Report (10 min)
Ani Haines: Refer to the staff report submitted to board.

11 Executive Director’s Report (10 min)
Advertising $250 per month at the Academy Theater?
No report available

12 Board Reports (15 min)
12.1 FCC Renewal Update:
S. W. Conser: Has delegated to staff. Mark Johnson requires $500.00 for transmitter
renewal document.
Zale: Everything is going according to plan. Pilot Walk frequency KBLU is currently
silent. They can't catch our signal. We are working to get their public file up to date.
Next deadline/action item is end of September when KBOO needs to file a change of
ownership report. Included in this report are the names of all board members and their
contact information. EEO report is also being prepared.
Michael: Asked questions regarding KBLU construction permits.

12.2 Union Negotiations: Timothy Welp: Deferred to item 12.
12.3 Board Policy Manual Work Group: Sue: BPM outline exists and sections are being
assigned for updates. The work group meets on the 2nd/4th Sundays at 5:00 pm.
12.4 Web Server Update: Sue: Asked for meeting with Nat and Rabia.Michael Wells has
many excellent contacts who can help us in migraging/designing a web server.
Moving/changing web server will take a significant expenditure. We should prioritize
what needs to be done to stop the crashes. More information is needed and an update
will be provided.

13 Bargaining Update and Discussion (30 min)
13.1 Sponsor: Board's Bargaining Team
13.2 Purpose: To update Board members of what has occurred with contract negotiations
with KBOO Staff and to discuss board priorities for contract negotiations.
13.3 Comments: Timothy: Negotiations are on track, bargaining sessions are set. Jeff:
Suggests a review of the proposed contract by legal counsel.

14 Select new board meeting location (10 min) - Withdrawn
14.1 Sponsor: Mark Sherman
14.2 Purpose: To consider holding board meetings in a location that can hold up to 75
people.
14.3 Proposed Motions: The board shall hold its regularly scheduled board meetings at the
SEIU union hall located at 6401 SE Foster Rd.
Straw pole of the audience suggested that the SEIU hall was too far to hold meetings. A
suggestion was made to hold meetings at the Jupiter Hotel or at another venue close to
KBOO.

Break 7:38-7:50

15 Meeting requirements for committees (15 min)
15.1 Sponsor: Sue Bartlett
15.2 Purpose: Ensure that members can participate in committee meetings.
15.3 Decision to be made/Proposed motions: All committees of the board and “other”
committees as defined by the bylaws shall meet no less than once per month. At a
minimum, regardless of quorum, minutes indicating who attended the meeting will be
created and submitted to the board secretary.

15.3.1 Background: To support the membership's participation, all Standing Other Committees
shall meet no less than once a month. If there is no business or there is not a quorum,
one of the members of the group will take attendance and file the minutes writing the
names of attendees and note which new members became voting members at that
meeting. This allows members of KBOO to meet the requirements to become a voting
member after three consecutive meetings within three months maximum.
15.4 Comments: Michael: All meetings need adequate notice. All members should be
noticed so they can choose whether to attend.
Motion: Refer to governance committee.
7-1-0 Motion Passed

16 Appoint a board treasurer (10 min)
16.1 Sponsor: Mark Sherman
16.2 Purpose: Appointment of a board treasurer for the completion of Paula Small's term.
16.3 Decision to be made: Move to appoint Adin Rogovin as board treasurer.
Motion: The board affirms that the treasurer has direct access to the staff, finance
committee, and the financial data and finance computer including Peachtree.
8-0-0 Motion Passed.
Motion: Appoint Adin Rogovin as board treasurer.
9-0-0 Motion Passed
16.3.1 Background: The bylaws state: "A vacancy in any office shall be filled by the Board of
Directors at the first meeting following the vacancy for the unexpired portion of the
term".

17 Nominating Committee (10 min)
17.1 Sponsor: Sue Bartlett
17.2 Purpose: Seek board approval for expenses related to the annual meeting and the
KBOO in the Park event.
17.3 Proposed motions: Approve various annual meeting expenditures
Motion: Approve the following: Peninsula Park Rental: $180, Matt Dishman rental
$325.00 with a possible $250 damage deposit, League of Women Voters ballot support
$500 and $500 in kind contributions.
9-0-0 Motion Passed.


18 Establish Development Work Group as acting Development Committee (10 min)
18.1 Sponsor: S.W. Conser
18.2 Purpose: To recognize the currently active KBOO Development Work Group as the
official Development Committee for the KBOO Foundation.
18.3 Proposed motions: The Development Work Group shall be recognizes as the official
Development Committee for the KBOO Foundation.
1-5-2. Motion Failed
18.3.1 Background: The KBOO Development Work Group has been meeting since August 5,
2013, for the purpose of strategizing fundraising initiatives for the KBOO Foundation.
They would like to be recognized as KBOO's official Development Committee,
retroactive to August 5, 2013.
18.3.2 Comments:
Sue: Board rep, not officially assigned to the committee.
Jill: Establish Aug 5 as an official committee meeting.
Adin: Doesn't see the need to retroactively approve the meeting of this committee. Lyn
and Matthew were not there as official members meeting. Situation is confusing.
Reaffirm who the official representatives are.
Ani: Meeting took place at normal meeting time. Didn't know who active committee
members are. Issue is whether this meeting counts for gaining membership.
Tim: Against – creates contradictions.
Mark – The board announced the meeting at the last board meeting.
Call the question: 6-2-0 Motion Passed.
Motion: to add one more board member to the development committee.
5-2-1 Motion Passed.
Motion: Request that the development committee continues to meet in September as
stated in the bylaws and adding a new member.
6-0-1 Motion Passed
Motion: Appoint Lisa Loving to the development committee.
8-0-0 Motion Passed.


19 Board Members Endorsing Board Candidates (15 min)
19.1 Sponsor: Adin Rogovin
19.2 Decision to be made: Identify or consider creating a policy to restrict board members
from endorsing candidates for the board other than themselves.
19.2.1 Background: Concerns have been expressed by current board candidates that current
board members are publicly endorsing some candidates for the board and that this is not
ethical or proper.
19.2.2 Comments:
Adin: Board candidates/members feel it is unethical for sitting board members to
endorse candidates other than themselves for the board election. Can't find a policy that
addresses this. Discuss whether we need a policy.
Motion: Table this discussion.
4-3-0 Motion Fails.
19.2.3 Summary: Most board members felt the board itself should not endorse candidates.
Individual board members were free to endorse candidates.

20 Emergency/New Business (10 min)
20.1 Approve recommendation for a labor attorney to review the labor contract.
Jeff: Stoel Rives – choose a lower priced attorney to represent us. Victor $500.00 vs
$200.00. Clarifying terms of engagement.
Motion: Accept Stole Rives as our legal counsel at $200.00/hour.
5-2-2 Motion Passed.
20.2 Personnel Committee
Timothy: The committee needs to begin meeting.
Matt: Personal committee advises the board.
Adin: Who is on the committee?
Matt: PC was put on hold with the new BPM.
Zale: Develop job descriptions for current interim positions of interim station manager,
chief engineer, and program director.
Motion: Request that the personnel committee restarts and begin in September
8-0-0 Motion Passed.

21 Closing Public Comments (10 min)
• Jill: Development committee hasn't met since May. Lynn Fitch made a verbal decision to
not meet.
• Zale: will email everyone regarding when the personnel committee will meet. Jeff
Kipilman is on the committee.
• Ben Hoyne: Requested that ballot keys be kept with LWV or attorney.
• Ani: Thanks the board for our efforts.
• Conch (addressing Ben's concern): Key issue was resolved a week ago.

22 Preparation for Return to Work by Interim Station Manager (ED) (45 min) (closed session)
22.1 Motion to enter closed session: Based on employee confidentially.
Michael left meeting: 9:28
7-0-0 Motion Passed.
Break: Return 9:50
22.2 Sponsor: Adin Rogovin
22.3 Purpose: To consider a performance evaluation and redefinition of the position
description, responsibilities and relationship with the board and staff of the Interim
Station Manager (ED).
22.3.1 Decision to be made/Proposed motions: Establish a process for a performance
evaluation and clarification of the job description, responsibilities and accountability of
the Interim Station Manager (ED).
22.3.2 Background: The current Interim Station Manager (ED) has been on medical leave. The
board had directed her to focus on fund raising and addressing the projected deficit. No
plan currently exists. The board should have a plan to address these concerns with the
Interim Station Manager (ED) upon her return.
No Motion Taken

23 Consideration of job description for the position of Station Manager (20 min)
23.1 Purpose: Discussion of the need for an up-to-date job description for the permanent
position of KBOO Station Manager, which is due to be submitted for open hire in the
coming months.
23.2 Sponsor: Adin Rogovin
23.3 Motion: Discussion, with possible referral or instruction to a relevant committee, such
as Personnel or Governance, or to a separate work group. (Possible closed session.)
23.3.1 Background: KBOO’s Interim Station Manager position runs through February, 2014.
Best practices would demand that a notice of open hire for permanent Station Manager
should be posted well before the end of calendar year 2013. In advance of the open hire,
a job description would need to be composed and approved within the next few months.
No Motion Taken

24 Finance Committee Process and Procedures (20 min)
24.1 Sponsor: Mark Sherman
24.2 Decision to be made: Determine what needs to be done to ensure KBOO's finances are
properly managed, the 2014 budget is created with input from staff, and improve
communication between the finance team and the board.
24.2.1 Background: At least 9 people participate in the finance committee. With Lynn out on
leave, Paula's resignation from the board and as treasurer, Debbie's departure as a
volunteer, the finance committee may need additional input and guidance from the board
in order to perform the functions mandated in the bylaws.
No Motion Taken
25 Open session: Meeting adjourned.