Paula Small resigns from KBOO Board of Directors
Aug 22, 2013 19:24:38 GMT -8
Post by Admin on Aug 22, 2013 19:24:38 GMT -8
First Marc Brown, then Small....
From Ben Hoyne's website:
www.campaign4kboo.org/home/long-time-board-member-resigns-from-kboo/
From Ben Hoyne's website:
www.campaign4kboo.org/home/long-time-board-member-resigns-from-kboo/
Long-time Board Member Resigns from KBOO
Posted by moderator on August 23, 2013
in KBOO Community Radio
The actions of the Board of Directors for the KBOO Foundation have once again caused the resignation of a Director.
What does it say when this continues to happen?
Similar to Marc Brown’s resignation in May, Paula Small, the only remaining elected (not appointed) member of her board class could no longer put herself at risk.
As always, reposted with permission of the author.
Paula Small
20 SE 8th Avenue
Portland, OR97214
S.W. Conser
President, KBOO Foundation
20 SE 8th Avenue
Portland, OR97214
To S.W. Conser:
This letter serves as my resignation from the KBOO Foundation Board of Directors, as Board
member and Treasurer, effective August 16,2013.
I am resigning, because I believe the Foundation’s incurred greater risk in the last three months
than in my entire term as a Board member.
As former Board member Marc Brown noted in his resignation letter, “… recent events have led
me to the conclusion that a small but active minority of the KBOO membership will not allow the
necessary changes to occur at KBOO. Without those changes, the KBOO Foundation will
continue its slide into irrelevance and insolvency.”
ln September 2010, more than 50% of the voting members elected me to serve on the KBOO
Foundation Board of Directors ..By 2013, of the four Board members elected, I was the only one
remaining.
For the last four years, I honorably served those members and the general community at large,
as a member of various committees (e.9. the Finance Committee, the Development
Committee). I used my accounting background, as well as my life-long involvement with nonprofit and grassroots communities, to collaborate with a wide variety of personalities and
ideologies towards sustaining the KBOO Foundation, which is responsible for operating KBOO
Community Radio.
Over the past few months (beginning around May 2013), I witnessed a disturbing regression.
There were Board members seated without an orientation to Board service and/or the KBOO
Foundation, yet they willingly voted on issues without proper information/knowledge. I had no
idea if they were even KBOO Foundation members when they applied for Board appointment.
Since May 2013, at least two Boards members appointed were not vetted through the
Nominating Committee. This was the reason I resigned from the Nominating Committee; it
appeared some Board members no longer believed in procedures outlined in our by-laws. This
broad neglect resulted in even more Board meetings (for hours on end), open session
discussions rife with risk and questionable voting.
Despite my repeated warnings of potential risk to the Foundation (and I wasn’t the only Board
member to raise concerns), some on the Board continued to subject the entire Board to sharing
any liabilities arising from irresponsible actions.
To protect my Board membership (and attempt to mitigate some risk to the Foundation), I began
to loyally oppose some Board meetings, including those occurring in June, July & August. I
prefer not to disclose other reasons for my opposition in writing, to prevent further risk to the
Foundation.
The longevity of KBOO Community Radio requires diligence, accountability and vision by ALL
involved community. To ensure success, the Board must meet the needs of ALL those community
members, not only a few.
We failed.
We had an opportunity to bolster the visibility of the Foundation (via KBOO Community Radio),
include more of our community members in areas outside of Portland Metro, as well as meet
more goals outlined in the Strategic Plan.
The undermining of my fiscal responsibilities was another indication of the Foundation’s
regression. As Treasurer, I worked diligently, with amazing fellow KBOO members, towards
keeping internal controls in place and working within our ever-tightening financial constraints.
We battled the voices of those choosing to remain ignorant to the Foundation’s declining
revenues and declining listenership/membership. We drafted balanced budgets, which
motivated Staff and Board members to have challenging discussions, even with the knowledge
that balanced budgets were more theory than practice at KBOO.
ln the past few months, there has been a futile attempt to distort the CPA audited/reviewed
financials and cast aspersions on my role and the Finance Committee’s diligence. To clear any
confusion, during my four-year membership on the Finance Committee, the Foundation’s glly
financial risk has been a result of the financial deficits (increased spending and very little
increased revenue-generation). The “smoke & mirror” tactics of late are proof that the financial
controls and reporting continue to show the truth of declining operational funds.
That truth is a scary reality, but will that be enough to inspire the few KBOO members who
would rather protect their personal interests than that of the Foundation? I doubt it.
I stated at the May 4,2013 meeting that the Foundation continues to heavily rely on its only two
viable revenue streams – membership dollars and undennrriting dollars. Even with slight
increases to both, the Foundation remains unable to save a surplus or a financial “cushion”,
because the overall spending only continues to increase.
ln Marc Brown’s resignation letter, he mentioned “…the board determined that the Foundation
policies required an overhaul. Working with an attorney experienced with non-profit laws, the
board overhauled and approved a new set of board policies.”
As we all know, KBOO Foundation is a tax-exempt non-profit corporation in the State of Oregon.
Obligations required by both the Federal and Oregon governments ensure that the Foundation
remains a “public benefit” and tax-exempt.
What adds a twist to the Foundation is its FCC license to operate a non-commercial education
radio station. The Foundation is responsible to the Federal Communications Commission, in
order to remain the legal operator of KBOO Community Radio.
Thanks to a Meyer Memorial Trust grant, the Board approved a Board Policy Workgroup
(Matthew Bristow, Marc Brown, Hadrian Micciche and yours truly). The BPW worked with an
attorney considered to be an expert, especially in Oregon non-profit law.
We spent hours in meetings, apprising our fellow Board members of our progress, fielding
questions and creating a draft manual. There was even a Q & A before the Board voted
unanimously to adopt the newly-created Board Policy Manual (BPM); it was a living document
requiring the Board to amend/update as needed.
the public community, the KBOO listening community & the KBOO membership
The BPM was the Foundation’s first step towards ensuring a viability that we lacked, but
needed. This fiscal year was supposed to be the “make it or break it” year, with shortterm goals
that would enhance planning for the Foundation’s long-term. lndeed, the Board’s development
and training were outlined in the previous Board-approved Strategic Plan.
By May 2013, threats to the financial responsibility, the governing responsibility and the
employment responsibility of the Foundation arose.
Some of the Board worked to fill gaps as needed, firmly believing that the Board’s prior
commitment to the BPM and the subsequent Board training would help us improve our service
to the Foundation and the community.
To be fair, the cracks in the Foundation’s walls preceded this Board -
from financial and Foundational deficits for years. Years. Truthfully, KBOO Foundation is no
different from the “outside” or corporate world; we suffer from to name a few.
ln July 2013, some of the Board ignored the Foundation’s Whlstleblower Policy as described in
the BPM and voted to remove Hadrian Micciche from the Board. Per the BPM, “[t]he purpose of
this Whistleblower Policy is to provide a mechanism to report irresponsible, illegal or unethical
behavior.”
He asked about potentially irresponsible actions, including an individual Board member’s
questionable spending of Foundation dollars and the Board’s intermittent support of and
questionable behavior towards the interim Executive Director. I would mention neither of these
in this letter, except that the Board’s openly discussed these items during Board meetings,
against advice (sometimes mine) to use the option of closed sessions.
For the record, I was the sole Board member to vote in opposition to our Development Director’s
appointment as interim Executive Director. I mentioned that the Foundation needed her
strengths solely focused on development, because the Foundation’s recurring deficits were not
sustainable. I mentioned that I believed the employee selected for the interim role would be a
target, based on the Foundation’s history of promoting non-management staff to management.
KBOO Foundation’s aggressive and problematic patterns are threats to the KBOO Community
Radio’s future.
Per Marc Brown’s letter, “a pattern has developed wherein a manager determines that
changes are necessary for the longterm viability of the station, the staff and a minority of the
members disagree, they vilify the manager and the plans, force the manager to resign, then
blame the problems on that manager. That pattern continues to this day.”
As you’ll recall, I cautioned my fellow Board members about the increased risks to the
Foundation and questioned, as Hadrian did, the Board’s commitment to upholding our
responsibility to the community-at-large, putting personal interests above all else.
Repeatedly, I offered my fellow Board members this link from the State of Oregon:
http:l/www.doi. slgte. or. usicharioroun/paq-esltipsbrd. aspx
The purpose was simple – to better understand our responsibilities as Board members.
When a Board member continued engaging with a group contrary to the Board’s unified voice,
then furthered that group’s mission by undenrvriting the Foundation, I knew there were no limits
to the compromises the Board would make and the risks the Foundation would incur.
the Foundation’s suffered -isms also: cronyism, despotism
During my term, I continued to use my voice to suggest proactivity, raise concerns and
challenge some Board members who exercised questionable judgment. I was active as a Board
member and officer, attended numerous KBOO-related events, as well as community-related
events to further share the possibilities of the Foundation and radio station.
My proactivity, diligence and assertive voice threatened the small, yet vocal faction mentioned in
Marc Brown’s resignation letter. As a result of asking questions, raising concerns and insisting
on Board/Staff accountability, I found myself as a target of some Board, some Staff and some
general members.
When the Foundation no longer had a Finance Coordinator, I moved further into my fiscal
leadership role, without question. I worked closely with the former Finance Coordinator, who
graciously volunteered some of her time and expertise after her layoff. She provided training
and oversight to our knowledgeable, but very parttime temporary employee, to responsibly
handle the Foundation’s nuanced operational bookkeeping.
That proactive and accountable coordination, as the Board was aware, included the interim
Executive Director, a Finance Committee member and the Finance Department employee
responsible for internal controls. lt was and still is a bumpy road, because our limited cash
availability coupled with an unstable employment environment do not lend to longterm stability
in the Finance Department.
As I stated repeatedly, I take duty of obedience, duty of due care and duty of loyalty seriously.
Some of the Board are more concerned with personal interests than the Foundation’s and that
results in risks I am unwilling to bear.
It would be a great show of diligence for the Board to appoint Matthew Bristow, current VicePresident of the Foundation, as the Treasurer to fulfill the role for the remaining month and a
half. Not only is he a current and active member of the Finance Committee, but he has the most
experience and knowledge of the Foundation’s financial landscape. With the fiscal year budget
process still underway, I look forward to seeing the Board work well towards true financial
leadership.
I worry about the Foundation’s endowment held by the Oregon Community Foundation, as well
as the approximate three-month reserves held at Advantis Credit Union. I worry about who will
protect those critical funds, while the Foundation is at this crossroads.
With barely two months remaining of my three-year term, it saddens me to see where KBOO
Foundation is and even more so to see where it may be going. I wish for a courageous
community to set the Foundation on a course to help KBOO Community Radio to thrive.
Our community deserves it.
Finally, for the aforementioned reasons and countless others, I resign from the KBOO
Foundation’s Board of Directors, effective August 16,2013′
Always,
Paula Small
Treasurer
KBOO Foundation
Posted by moderator on August 23, 2013
in KBOO Community Radio
The actions of the Board of Directors for the KBOO Foundation have once again caused the resignation of a Director.
What does it say when this continues to happen?
Similar to Marc Brown’s resignation in May, Paula Small, the only remaining elected (not appointed) member of her board class could no longer put herself at risk.
As always, reposted with permission of the author.
Paula Small
20 SE 8th Avenue
Portland, OR97214
S.W. Conser
President, KBOO Foundation
20 SE 8th Avenue
Portland, OR97214
To S.W. Conser:
This letter serves as my resignation from the KBOO Foundation Board of Directors, as Board
member and Treasurer, effective August 16,2013.
I am resigning, because I believe the Foundation’s incurred greater risk in the last three months
than in my entire term as a Board member.
As former Board member Marc Brown noted in his resignation letter, “… recent events have led
me to the conclusion that a small but active minority of the KBOO membership will not allow the
necessary changes to occur at KBOO. Without those changes, the KBOO Foundation will
continue its slide into irrelevance and insolvency.”
ln September 2010, more than 50% of the voting members elected me to serve on the KBOO
Foundation Board of Directors ..By 2013, of the four Board members elected, I was the only one
remaining.
For the last four years, I honorably served those members and the general community at large,
as a member of various committees (e.9. the Finance Committee, the Development
Committee). I used my accounting background, as well as my life-long involvement with nonprofit and grassroots communities, to collaborate with a wide variety of personalities and
ideologies towards sustaining the KBOO Foundation, which is responsible for operating KBOO
Community Radio.
Over the past few months (beginning around May 2013), I witnessed a disturbing regression.
There were Board members seated without an orientation to Board service and/or the KBOO
Foundation, yet they willingly voted on issues without proper information/knowledge. I had no
idea if they were even KBOO Foundation members when they applied for Board appointment.
Since May 2013, at least two Boards members appointed were not vetted through the
Nominating Committee. This was the reason I resigned from the Nominating Committee; it
appeared some Board members no longer believed in procedures outlined in our by-laws. This
broad neglect resulted in even more Board meetings (for hours on end), open session
discussions rife with risk and questionable voting.
Despite my repeated warnings of potential risk to the Foundation (and I wasn’t the only Board
member to raise concerns), some on the Board continued to subject the entire Board to sharing
any liabilities arising from irresponsible actions.
To protect my Board membership (and attempt to mitigate some risk to the Foundation), I began
to loyally oppose some Board meetings, including those occurring in June, July & August. I
prefer not to disclose other reasons for my opposition in writing, to prevent further risk to the
Foundation.
The longevity of KBOO Community Radio requires diligence, accountability and vision by ALL
involved community. To ensure success, the Board must meet the needs of ALL those community
members, not only a few.
We failed.
We had an opportunity to bolster the visibility of the Foundation (via KBOO Community Radio),
include more of our community members in areas outside of Portland Metro, as well as meet
more goals outlined in the Strategic Plan.
The undermining of my fiscal responsibilities was another indication of the Foundation’s
regression. As Treasurer, I worked diligently, with amazing fellow KBOO members, towards
keeping internal controls in place and working within our ever-tightening financial constraints.
We battled the voices of those choosing to remain ignorant to the Foundation’s declining
revenues and declining listenership/membership. We drafted balanced budgets, which
motivated Staff and Board members to have challenging discussions, even with the knowledge
that balanced budgets were more theory than practice at KBOO.
ln the past few months, there has been a futile attempt to distort the CPA audited/reviewed
financials and cast aspersions on my role and the Finance Committee’s diligence. To clear any
confusion, during my four-year membership on the Finance Committee, the Foundation’s glly
financial risk has been a result of the financial deficits (increased spending and very little
increased revenue-generation). The “smoke & mirror” tactics of late are proof that the financial
controls and reporting continue to show the truth of declining operational funds.
That truth is a scary reality, but will that be enough to inspire the few KBOO members who
would rather protect their personal interests than that of the Foundation? I doubt it.
I stated at the May 4,2013 meeting that the Foundation continues to heavily rely on its only two
viable revenue streams – membership dollars and undennrriting dollars. Even with slight
increases to both, the Foundation remains unable to save a surplus or a financial “cushion”,
because the overall spending only continues to increase.
ln Marc Brown’s resignation letter, he mentioned “…the board determined that the Foundation
policies required an overhaul. Working with an attorney experienced with non-profit laws, the
board overhauled and approved a new set of board policies.”
As we all know, KBOO Foundation is a tax-exempt non-profit corporation in the State of Oregon.
Obligations required by both the Federal and Oregon governments ensure that the Foundation
remains a “public benefit” and tax-exempt.
What adds a twist to the Foundation is its FCC license to operate a non-commercial education
radio station. The Foundation is responsible to the Federal Communications Commission, in
order to remain the legal operator of KBOO Community Radio.
Thanks to a Meyer Memorial Trust grant, the Board approved a Board Policy Workgroup
(Matthew Bristow, Marc Brown, Hadrian Micciche and yours truly). The BPW worked with an
attorney considered to be an expert, especially in Oregon non-profit law.
We spent hours in meetings, apprising our fellow Board members of our progress, fielding
questions and creating a draft manual. There was even a Q & A before the Board voted
unanimously to adopt the newly-created Board Policy Manual (BPM); it was a living document
requiring the Board to amend/update as needed.
the public community, the KBOO listening community & the KBOO membership
The BPM was the Foundation’s first step towards ensuring a viability that we lacked, but
needed. This fiscal year was supposed to be the “make it or break it” year, with shortterm goals
that would enhance planning for the Foundation’s long-term. lndeed, the Board’s development
and training were outlined in the previous Board-approved Strategic Plan.
By May 2013, threats to the financial responsibility, the governing responsibility and the
employment responsibility of the Foundation arose.
Some of the Board worked to fill gaps as needed, firmly believing that the Board’s prior
commitment to the BPM and the subsequent Board training would help us improve our service
to the Foundation and the community.
To be fair, the cracks in the Foundation’s walls preceded this Board -
from financial and Foundational deficits for years. Years. Truthfully, KBOO Foundation is no
different from the “outside” or corporate world; we suffer from to name a few.
ln July 2013, some of the Board ignored the Foundation’s Whlstleblower Policy as described in
the BPM and voted to remove Hadrian Micciche from the Board. Per the BPM, “[t]he purpose of
this Whistleblower Policy is to provide a mechanism to report irresponsible, illegal or unethical
behavior.”
He asked about potentially irresponsible actions, including an individual Board member’s
questionable spending of Foundation dollars and the Board’s intermittent support of and
questionable behavior towards the interim Executive Director. I would mention neither of these
in this letter, except that the Board’s openly discussed these items during Board meetings,
against advice (sometimes mine) to use the option of closed sessions.
For the record, I was the sole Board member to vote in opposition to our Development Director’s
appointment as interim Executive Director. I mentioned that the Foundation needed her
strengths solely focused on development, because the Foundation’s recurring deficits were not
sustainable. I mentioned that I believed the employee selected for the interim role would be a
target, based on the Foundation’s history of promoting non-management staff to management.
KBOO Foundation’s aggressive and problematic patterns are threats to the KBOO Community
Radio’s future.
Per Marc Brown’s letter, “a pattern has developed wherein a manager determines that
changes are necessary for the longterm viability of the station, the staff and a minority of the
members disagree, they vilify the manager and the plans, force the manager to resign, then
blame the problems on that manager. That pattern continues to this day.”
As you’ll recall, I cautioned my fellow Board members about the increased risks to the
Foundation and questioned, as Hadrian did, the Board’s commitment to upholding our
responsibility to the community-at-large, putting personal interests above all else.
Repeatedly, I offered my fellow Board members this link from the State of Oregon:
http:l/www.doi. slgte. or. usicharioroun/paq-esltipsbrd. aspx
The purpose was simple – to better understand our responsibilities as Board members.
When a Board member continued engaging with a group contrary to the Board’s unified voice,
then furthered that group’s mission by undenrvriting the Foundation, I knew there were no limits
to the compromises the Board would make and the risks the Foundation would incur.
the Foundation’s suffered -isms also: cronyism, despotism
During my term, I continued to use my voice to suggest proactivity, raise concerns and
challenge some Board members who exercised questionable judgment. I was active as a Board
member and officer, attended numerous KBOO-related events, as well as community-related
events to further share the possibilities of the Foundation and radio station.
My proactivity, diligence and assertive voice threatened the small, yet vocal faction mentioned in
Marc Brown’s resignation letter. As a result of asking questions, raising concerns and insisting
on Board/Staff accountability, I found myself as a target of some Board, some Staff and some
general members.
When the Foundation no longer had a Finance Coordinator, I moved further into my fiscal
leadership role, without question. I worked closely with the former Finance Coordinator, who
graciously volunteered some of her time and expertise after her layoff. She provided training
and oversight to our knowledgeable, but very parttime temporary employee, to responsibly
handle the Foundation’s nuanced operational bookkeeping.
That proactive and accountable coordination, as the Board was aware, included the interim
Executive Director, a Finance Committee member and the Finance Department employee
responsible for internal controls. lt was and still is a bumpy road, because our limited cash
availability coupled with an unstable employment environment do not lend to longterm stability
in the Finance Department.
As I stated repeatedly, I take duty of obedience, duty of due care and duty of loyalty seriously.
Some of the Board are more concerned with personal interests than the Foundation’s and that
results in risks I am unwilling to bear.
It would be a great show of diligence for the Board to appoint Matthew Bristow, current VicePresident of the Foundation, as the Treasurer to fulfill the role for the remaining month and a
half. Not only is he a current and active member of the Finance Committee, but he has the most
experience and knowledge of the Foundation’s financial landscape. With the fiscal year budget
process still underway, I look forward to seeing the Board work well towards true financial
leadership.
I worry about the Foundation’s endowment held by the Oregon Community Foundation, as well
as the approximate three-month reserves held at Advantis Credit Union. I worry about who will
protect those critical funds, while the Foundation is at this crossroads.
With barely two months remaining of my three-year term, it saddens me to see where KBOO
Foundation is and even more so to see where it may be going. I wish for a courageous
community to set the Foundation on a course to help KBOO Community Radio to thrive.
Our community deserves it.
Finally, for the aforementioned reasons and countless others, I resign from the KBOO
Foundation’s Board of Directors, effective August 16,2013′
Always,
Paula Small
Treasurer
KBOO Foundation
