Meeting of the KBOO Board of Directors, 2009/02/23

MEETING OF THE KBOO BOARD OF DIRECTORS
Monday February 23, 2009

Board Members Present:
Becky Chiao
Anthony Petchel
Joe Azevedo
Erin Brand
Judy Fiestal
Eric Robinson
Jamilah Bourdon
Genevieve Mathews
Mark Allyn
Ivonne Rivero
Scott Forrester  (late, came in at 6:30)


Staff and Public Attendees:
Marliese Franklin
Per Fagereng—utility outfield
Jay Theimeyer
Process Server
John Mackey
Lane Poncy-labor radio
Barbara Berstein-locus focus
Bill Michtom
Grace Hague
Jaime Partridge
Bill Zimmerman
Lloyd Marbet
Barry Sutton

Meeting Called to order at 6:08 pm

Introductions

Public Comments:

Per F --Recommends that the station get hold of an outside fact finder to interview anyone concerned, not sure what was decided at the special meeting.  Per also says obstreperous board member are a problem, but he said back in those days (referred to by Marliese and Barbara) there were also issues with the station manager.

Barbara Bernstein—left the board in 1997 because board was dysfunctional, didn’t have the tools to deal with disruptive people to get the board on track, says we should go forward to do what we have to do.

Marliese Franklin—her experience and past observations is that the board can spend a lot of time arguing, would hate to see the board get distracted from the job of nurturing the station.

Judy wants to add lawsuit to the agenda.  The station was served Friday pm  some board members were served at home, some were served tonight at the meeting. Marc said he hasn’t been served yet.  We will discuss the lawsuit filed by Scott Forrester and Michael Papadopoulos after the discussion of the complaints against Scott.

Review of Commitments from Last Meeting

Arthur update on Pendleton Arthur talked to people in Pendleton who are working, Scott never gave Arthur information about a Portland donor.  Mike is working with Oremus, the people in Pendleton are in direct contact with them.  Mike has found another station with some signal overlap.

Judy was supposed to meet with Zale to get policies and bylaws updated on the web.  She didn’t get around to that because she had to meet with our lawyer.

Update on complaints about Scott Forrester.

Judy made a statement:  History of complaints to board about Scott Forrester, hearing held, information provided was first hand evidence, now we have been sued, the station and the board members individually.

Resolutions

Erin moves to remove Scott Forrester from the Board of Directors for cause in accordance with Article VI, Section 8b of the KBOO Bylaws.  This decision is based on his actions, and an inability to cooperate with requests to modify his behavior, which constitute a gross abuse of authority with respect to the corporation, as well as conduct that is harmful to the corporation and its employees.  Marc Allyn seconded the motion

Barry Sutton asks that we give Scott a second chance

John Mackey said he has been thinking about this and it reminds him of his own situation and how he was referred to the CRC and the board wouldn’t address his issues.

Per said this is an institutional kind of thing, a matter of process, the board is acting as the fact finder and the complainant.  He thinks it would be better to go back to square one.

Marliese—it is a shame that so much energy and business is going into this area, the board has the responsibility to take care of the station.

Grace was part of the group that put the bylaw together in order to give the board tools to ensure that it is not held hostage by one member. 

Barbara—not familiar with this situation but happy that there is a process, ability for the majority of a board to remove someone that is seen as interfering with the board’s work.

Bill—has been observing and this is a more open process than at another organization that he works with.

Judy asked Scott if he wanted to comment on the complaints after she reviewed them—Scott wanted to interrupt.  She gave him 15 minutes to respond—

Scott ‘s Statements:  asked if any members wanted to talk, no one did.  Scott said on Thursday he told us the way that he wanted us to proceed and that since we weren’t proceeding in the way he wanted it to that the process was unfair.

He said it is about power and control and that it remains to be seen who will have the power and control in the future, one goal of lawsuit is to overturn the 2008 election and then get in a new group of directors. 

He’s asked to talk to the KBOO lawyers many times and was told by Becky Chiao it is a waste of money to talk to lawyers.

2006 email traffic on Indymedia—post by Judy Fiestal “Kboo is a false democracy.”  At that time 10 former board members wrote a letter opposing the bylaw changes.

He would like there to be an open meeting of the members where he can get on a microphone and talk and Judy can have a microphone and talk.

He opposes the proposal limiting member access to the mailing list, we need to follow the law.  He asks that we seek legal advice at a board meeting.

What is this all about?  Responsibility to the people who voted us in, KBOO is moving toward anti-democracy.  Why have a farce?  Why not just have the board self appointed and have no elections?  We did make a new by-law change to appoint board members into vacant spots. Scott thinks that is an erosion.  He’s a spotted owl an indicator species pointing to the  lack of transparency and  lack of open debate, ageism.  Refers to access to registered voters list for candidates for public office.  3 candidates want the membership list now 10 months before the election.  Mother’s milk of politics—mailing list.  Responsibility to the future, what kind of legacy are you leaving?  You think if you get rid of me, everything will be fine because there will be no dissent.  Homogenity vs. diversity of opinion.  Good luck I know what the vote is going to be.  It think there are brave souls who can show more courage than what they’ve shown over the last few months.  Be the conscience of the board, vote no on this.  Then you can work with the new board members who will come in the future.

Judy wanted to set some things straight—wanted to give a context for her comments on democracy—in that election there were more than 1000 people who voted, for a bylaw amendment to pass we needed 2/3rd people to vote in favor so it was democracy.

Scott walked out. 

Judy wanted to provide a context for the prior bylaw amendment vote.  More people voted for the bylaw amendment than who voted for Scott to be on the board.  There was a lot of discussion and debate about the amendment at the time. 

Jamilah—in her experience on the board we do have disagreements and look into things, we aren’t always unanimous.  If he is voted off the board can he appeal?  Judy said no.

Mark said he can run again.  Mark feels the lawsuit alone is enough to vote the person off the board.

Ivonne—he put together the lawsuit and reminded us that the lawsuit wasn’t put together in one day, makes her doubt Mr. Forrester’s intentions toward the station for a long time.  She thinks he will do anything in his power to show that it is his way

Louis—thinks Scott might have been talking about him when mentioning someone who would vote no on the removal resolution.  He might have, he thinks Scott has some good qualities.  But the fact that Scott didn’t answer the charges last Thursday and the lawsuit, has convinced him to vote for the

Arthur pointed out that Scott didn’t address any issues, he attacked the board and the board chair.  It isn’t the responsibility of all the 11 other board members to bend to the one person, each person has a responsibility to act in a positive way.  We will look into whether or not he can run again, not sure of the answer.

Anthony—apart from the personal attacks,  as an organization in the midst of a global recession and declining membership, deficit and costs to defend the lawsuit we have a lot on the boards plate apart from all that.  A lot of nonprofits are struggling we want to see station last at least another 40 years.  We have to make decisive strategic decisions.  We all try to cooperate positively, we don’t always agree.  Mr. Forrester has refused to operate within those parameters, house rules.  We need to address this to keep KBOO alive.

Mark pointed out that after Scott left last Thursday’s meeting he was hanging around the station, he didn’t leave.

Genevieve pointed out that the board has made a lot of efforts to work with Scott and to get along with him and that we all just met as board members, we didn’t know each other before thinks Scott’s actions are destructive to the station.

Jamilah said that she wished that he would stay and address issues, he brings some good things to the table but he left.

Vote called—passed unanimously

Becky moved to direct KBOO staff to ban Scott Forrester from the station.  We view Mr. Forrester’s behavior to be a detriment to the station, and his recent filing of a lawsuit against the KBOO Foundation and the Board of Directors has now placed him as an adverse party.  Mr. Forrester’s presence at the station may give him an unfair advantage in the litigation, and for this reason we are banning him from the station indefinitely.  In addition any communication with Mr. Forrester should be accomplished through his and our attorneys.  Anthony seconded the motion.

Public Comment on the motion

Bill—his reaction to what is happening: even though he spoke on Thursday against removing Scott, now he notices that Scott didn’t address any of the issues, talked louder as he went on.  Scott said since the process wasn’t changed to what he wanted he didn’t respect it.  What he says about the membership lists is untrue, the proposed policy on membership lists comes right out of ORS.  He brought up Judy’s comment out of context.  Shows no respect and then leaves before he can hear people’s responses.  He thinks Scott had an opportunity to participate but didn’t.

Per—would like outside fact finders for timeliness issues.  About 12 years ago there was a guy who ran for the board who was allowed in to record a candidate’s statement.

Lloyd Marbet—question, you removed him from the board but now you are banning him from the station.  Would anyone who sued be banned from the station.  Becky said that it her understanding is that it is customary to ban people who sue KBOO from the station This motion is because of the litigation, not necessarily because of being off the board.  When the lawsuit is over, will be able to come back to the station as a volunteer?  Arthur said that the volunteer coordinator works with people who have been banned from the station with reentry once the ban is over.

Louis pointed out that we did give Scott other chances, in October and January we spent time trying to help him be a productive board member.

Vote called 10 in favor, Jamilah abstained.  Motion Passed

Louis moved that KBOO Board of Directors Direct the KBOO staff to ban Michael Papadopoulos  from the station.  We view Mr. Papadopolous’ behavior to be a detriment to the station and his recent filing of a lawsuit against the KBOO Foundation and the Board of Directors has now placed him as an adverse party.  Mr. Papadopolous’ presence at the station may give him an unfair advantage in the litigation, and for this reason we are banning him from the station indefinitely.  In addition any communication with Mr. Papadopolous should be accomplished through his and our attorneys.  Eric seconded the motion.

Vote called,  10 in favor Jamilah abstained.  Motion passed

Break to eat—Thanks to Genevieve and Adrian for making food for us—Posole soup and vegan bread pudding muffins.

Reconvened at 7:46—Mark Allyn and Jamilah left they weren’t feeling well.

Review of CRC decision—Jan Senten (Aka Uncle Mort) is appealing a decision made by the CRC to the board.  Judy read a statement from Jan which was a list of things he was unhappy with about the way Arthur has handled his appeal of Chris Merrick’s decision.    Attached

Grace and Erin are present to answer questions, Arthur left the meeting but is still in the building.

Anthony said that it is his understanding that Uncle Mort is appealing a CRC decision but didn’t follow the process.  Grace said that Jan’s show was cancelled, the CRC didn’t look into the reasons for why.  Jan did not cooperate with Arthurs’ attempts to meet to discuss his appeal of Chris’s decision to cancel the show.  Arthur might have looked into the substance of Jan’s complaint but Jan didn’t cooperate, therefore Arthur allowed Chris’s decision to stand by default.  Since Arthur didn’t review the merits of the station cancellation neither did the CRC, they just reviewed whether Arthur’s decision to uphold Chris’s decision and the CRC decided to uphold Arthur’s action.  Grace noted that Jan was dismissive toward staff and had insulting language in emails and uncooperative.

The CRC followed the flow chart process—Jesus Estrada and Chris Merrick were CRC members who did not

Anthony moved to uphold the CRC decision on Jan Senten’s appeal.  Genevieve seconded it.

Discussion—Ivonne said some people are upset about the program changes.  She wants to make sure whether there was profanity or something?  Judy said there was no determination about why his show was cancelled.  Arthur said it was about pledge drive participation and that he thinks it was unfortunate that Jan didn’t participate in the process.

Louis thinks there should be no appeal of the CRC to begin with.

Vote called:  7 in favor  Joe and Erin abstained.  Motion passed.

Genevieve stated that even though this board’s vote means that we support the CRC process, we encourage him to continue to volunteer with the station.

Judy encourages the CRC to do a user friendly guide to the process—a 1 pager thing.

Amendment to Bylaw will not be discussed tonight—but Grace wanted to say that she is concerned about the availability of the membership list and she would like limits on how candidates use the information.  Confidentiality agreements and enforcement, opt in/opt out options.  Is concerned about member privacy.  Ivonne said that we have discussed this.  Erin wondered what we should do in the interim to respond to the requests for the list.  Judy said now this is up to our lawyers because the list is now related to the litigation

Development Strategy

Arthur said we need to focus on fundraising.  We hired a membership assistant for a 2-year period in summer 2007.  The membership department has been running well.  But the membership director hasn’t been doing more development work.  Arthur is working on planning in advance of the end of the 2-year period talking to Sun and Andrew they were receptive to the idea of restructuring things.  Sun’s position is going to end August 10, 2009.   Arthur said he is also going to look at the Outreach position and how the whole department works together.  Joe and Genevieve will be asked to get involved as board reps to the development committee and he’ll bring Justin in to the conversation too.

Joe said that he appreciated getting to spend time with Justin at the retreat Saturday.

Finance Proposal—Mel Reslor was hired on a temporary basis as a finanace assistant and we are also paying a contract bookkeeper.  There is a proposal from the Finance Committee to create a new position of Finance Coordinator as a 30 hour a week job at $18-$22 per hour depending on experience which at the top end equals an amount equal to the highest KBOO pay rate for a full-time position.  The reason to pay more is to be able to hire a qualified person who can do the bookkeeping work and the work that Mel is doing. 

Arthur talked to the staff about this and they are supportive of this.  Ani said that Michael McGuard had made this proposal years ago when he was here.  Mel is also supportive of this.  The proposal also provides for a bonus for Mel if he stays on the job for the transition.

Ivonne asked what is the hiring period.  Arthur said the fastest he’s seen is a hire effected is 2 months.  It will depend on what the posting period is. 

Louis moved that we authorize the hiring committee to proceed as proposed.  Joe seconded.

Judy tried to put into effect the lessons on consensus decision making from the retreat which includes hand signals.  The motion passed.

Creation of the hiring committee for the job--  Scott Beauvais, Sun or Ani will be on the committee, Arthur will be on the committee.  We need one or two board members.  Arthur would ask that Anthony be appointed given his experience.  Becky volunteered but said that she didn’t want to chair the committee.  Ivonne is worried about the time commitment.  Genevieve said that she might consider it.  Anthony and Becky were appointed to the committee.

Decision making Process Proposal—Modified Consensus Proposal
We will be trying to educate people at the station in the following month.  We’d like it to be used by committees.  We need to do some publicity about it.  The document should be on the web and brought to the committees.

Directors and Officers Insurance and Employment Practices Liability policy—we got a quote from one insurance company they will h.  The insurance won’t cover the existing lawsuit.  It will cover future issues.  $1905/year for 1 Million per year total both D&O and EPL or $2150 for 1 Million per year on each.

Consent Agenda:

Pendleton resolution--attached
Minutes from January meeting approval

Anthony moved to approve the consent agenda—Erin seconded.

Vote called:  unanimous.  Consent Agenda Passed.

Commitments

Effectuate motion to exclude—communication with Scott and Michael through the lawyer?  Judy will coordinate with our lawyer—give him the resolutions, her letter before posting or putting on the website.  Arthur will send Judy text about the banning from the station.  Arthur will communicate with the staff.

CRC decision.  Becky will contact Jan, copy Arthur.

Anthony and Becky are on the finance position hiring committee

Board members should bring decision making process to committees

Anthony will look more into the insurance

Louis will follow up with Mike Brown on Pendleton.

Jamilah is signed up for food at our March meeting.

Eric volunteered to work on recruiting a new board member to replace Scott

Public Meeting adjourned at 9:11.

We entered into a closed session at 9:24 to discuss pending litigation

We left at 9:59.

Appendices

Documents Attached—

1.  Email from Jan Senten:

In lieu of my personal five minutes, I request the following be read aloud (for those who missed it prior to the meeting):
 
Please deal with the proper questions tonight, as outlined in my two briefs:  are there conflicts, attitudes and failures that prevent AD from being the decider of fact?  Yes.  Did he or anyone else ever do the Basic Case Development in my case?  No.   Did CRC follow its own procedures?  No.  Did I get a fair hearing on the merits from anyone yet?  No. 
 
My basic conflict issues with AD are described elsewhere but include:
Gross inattention and disrespect for  all my questions & arguments in trying to prepare for a hearing (see correspondence);
Total disregard for inappropriate and unusual secret staff conduct, including failure to immediately write up charges;
AD's refusal to admit or deny his own involvement in said meetings and pledge drives;
AD's failure to admit to his own cooperative incident with Mort in the crucial fall 08 pledge drive, tending to undermine CM's claims to contrary(see emails);
Failure to engage in Basic Case Development (see briefs):  including total disinterest in my  witnesses,  clarifying CM's vague claims; not reviewing to crucial airchecks, 
Failure to acknowledge kboo's warning step rule and others relating to open process;
Failing to produce my personal kboo  file;
Failure to respond to suggestions for mitigation, eg reinstating my show pending next pledge drive.
AD's general refusal to lay out the station's case at the proposed hearing;
AD's refusal to allow taping of that hearing;
A generally hostile, dismissive attitude not in keeping with my long service to kboo  or the circumstances alleged;
Totally onesided action attempting to finalize my termination, following my November appeal.
Complete failure to consider other station & listener interests affected by show's sudden and unexplained departure.
The remedy is for the full board to develop the case and decide it.
 
Sincerely
 
Jan Senten

On Mon, Feb 16, 2009 at 8:44 AM, Jan Senten <mortski@easystreet.net> wrote:
 
I am prepared to give up ALL my due process claims in this case and walk away. 
The KBOO board need not decide ANY of this boring crap, even though my evidence and witnesses are quite good and rules have been broken. You can forget about warning steps, basic case development, witnesses, mediators… all of it, so we can focus on one easy question:
I invite the FULL KBOO board to kick back and let Mort put a rope around his own neck next Monday. with other programmers attending. Tell Merrick to play  the  aircheck highlights that got Mort fired, the "Worst of Uncle Mort" if you will! Let his own mistakes dig his grave.  Then vote on what you heard.  Merrick claimed that I "at least twice, cut a pitcher off in the middle of their pitch, claiming that they had exceeded their time limit of the 'clock' we follow for pitching...placing your needs above kboo's...in effect sabotaging your program..." If you hear those things on tape, then vote me out.  Simple. Easy.  ...Unless those things never happened.Let's find out.
Put another way, I AM CALLING CHRIS MERRICK A LIAR. Those cut-off moments never happened.  The ball is in Merrick's court, and he should be so glad to finish me off.  Like pornography, you should know bad radio when you hear it.  You are the court of last resort.  Clear the air for twenty minutes. Hear me screw up if i did.  Then you will have no questions about fairness.
  If Chris can show --to a majority of  FULL KBOO BOARD-- that I had a bad attitude and cut off two pitchers during last fall's pledge drive-- then I will apologize for those errors and end this case. No more appeals, nothing.  You be the judge.   vote up or down on this ONE EASY QUESTION. (The rest of the vague claims have never been developed so you're not missing much.)
 HOWEVER:
 If Chris refuses to produce those highlights, or if he cannot persuade you that i was out of line, you will know that Chris has been wasting everyone's time and not yours truly.  My bet is he will make excuses, change the subject anything to avoid this reckoning. Make him do his job.  If the airchecks exonerate me, the Board agrees to apologize for Chris's misconduct, DISMISS HIS CASE AGAINST ME completely, and return my show to the airwaves.Can't get any more fair and simple than that.( I would expect a  reasonable day/early evening time like I had before, ending by ten pm). 
None of you presumably wants to rubberstamp a LIAR.   Play the tapes or come prepared to discuss due process. 
Sincerely
Jan Senten

On Thu, Feb 12, 2009 at 4:51 PM, Jan Senten <mortski@easystreet.net> wrote:

ROCKAHOLICS ANONYMOUS / TERMINATION  TIMELINE '08-09
 
 
11 OCT           Fall Pledge drive ends  (29 sept/6 oct =Rockaholics)
13 OCT           secret staff mtg to TERMINATE Rockaholix:  NO written charges
22 OCT           program guide deadline: November  rockaholic listings go to press
23 OCT           phone call from Chris, sez details in writing are being sent
28 OCT           my email to AD, asking why no written charges yet
                        AD reply #1 :  I'll look into it
                        AD reply #2 :  I've asked CM to write it up
30 OCT           written charges arrive in mail
Letter to AD demanding temporary reinstatement, complaining of due                       process violations etc.
2 NOV                        'olive branch'second letter to AD when no reply from him: 
3 NOV            AD reply IGNORES request for reinstatement/promises  FOLLOWUP/seeks hearing
 
12 NOV          'silence is argument' email to AD sez no followup done
                        AD reply: I'm doing gf followup (but gives no examples)
                        "if you set pre conditions I will let CM decision stand without further investigation"—what about email arguments & due process??               
 
14  NOV         M2AD:  agree to mtg/taping/what 'preconditions'?  orig docs you promised/required.
AD reply:   claims it will 'not  a hearing or a trial'  (it's an interview!)
                        A chance for ME to talk / no record of his intv with CM!
                        Doesn't mention followup promise
                        No taping allowed!
20 NOV          I file an appeal with the Board to review hearing requirements, complain of bias etc.
                        --later that day AD reacts with 'disappointment' and says he will let CM's order stand.
21 NOV          Erin Brand emails Mort with offer to be an observer.
Early DEC      phone call, Erin & Mort.  Erin surprised how cooperative I seem to be. She says she cannot organize a CRC til after the holidays.
Mid DEC        Mort supplies additional aircheck evidence from own archive, unsolicited
5  JAN             Erin Brand writes that the newly appointed CRC will meet within a week or so.
Mid JAN         first and only CRC meeting.
30 JAN            adverse CRC decision
10 FEB            appeal to full board


2.  From CRC

From: erin b <uncle_eb@yahoo.com>
Subject: CRC, Mort, the Board
To: arielle3@yahoo.com, "Arthur Davis" <manager@kboo.org>, "chris merrick" <chrism_8032@yahoo.com>, graceh@spiritone.com, alea.adigweme@gmail.com, estradaja@hotmail.com
Cc: apetchel@botc.com, "Becky Chiao" <becky@herfingertips.com>, "Eric Robinson" <wiseramerica@gmail.com>, "Genevieve Matthews" <eveiveneg76@hotmail.com>, "Ivonne Rivero" <ivonnerivero@hotmail.com>, "Jamilah Bourdon" <electlumbia2006@gmail.com>, "Joe Azavedo" <krayzfingers@gmail.com>, "Mark Allyn" <allyn@well.com>, "Scott Forrester" <clackamas9@aol.com>, uncle_eb@yahoo.com
Date: Wednesday, February 11, 2009, 1:47 PM
Hi all
 
I'm sending this to the Board, CRC members and Arthur, until the Board reviews this at a future meeting, let's keep it amongst ourselves. I have given updates about the CRC and Jan Senten (Uncle Mort) at the last few board meetings, in closed session, but I know it's been late when this has happend, so I'll give another synopsis. I'm also copying the CRC decision, which Mort referenced in his email, it is at the bottom of this letter.
 
Mort did not cooperate with the conflict resolution process. Arthur interviewed parties involved with Mort's conflict (Chris and Ani) and had the airchecks reviewed. Arthur continued to try and set up meeting times to interview Mort, without success. Mort has continued to allege that he is part of a set-up, that there's a secret agenda out to get him, etc., this is why he feels he can't get a fair hearing.
 
We are trying to be consistent at KBOO with policies and practices, including dealing with tough situations that involve intense emotional reactions. Mort is not getting his way, so he is trying to dictate the process...this is not going to work because we are trying to hold our boundaries and not let people peck away at staff and board until they get their way.
 
This being said, Mort does have a right to bring the CRC decision to the board. If you look at the KBOO Conflict Resolution Process flow chart in the KBOO board packet, to the far right you will see where Mort's case is at. The CRC determined Mort's case was not appropriate for mediation; Arthur arbitrated by default, which the CRC found was not discriminatory or biased, the decision came because Mort would not meet with him. The CRC arbitrated that Arthur's decison would stand (follow the long arrow from 'Not appropriate for mediation' down to 'CRC committee arbitrates'), you'll then see that the CRC can make a recommendation to the Board of Directors, this is apparently what Mort is asking for.
 
The Board can simply decide to let the CRC decision stand. I will talk with Judy to see if we have time for this at the Feb. 23rd  board meeting. If anyone has more questions, feel free to contact. Please read the CRC decision and the appropriate materials (Policy #5) in the board handbook for more background.
 
---Erin
 
 
KBOO Conflict Resolution Committee
Decision Regarding the Case of Jan Senten  (January 30th, 2009)
 
The notification of conflict that was filed with the Conflict Resolution Committee (CRC), on Nov. 20th and again Dec. 3rd, 2008, stated that your conflict with the Station Manager (Arthur Davis) is because he “never did follow up”, in a “good faith” effort to find resolution to your conflict with the Program Director (Chris Merrick). Implying that Arthur’s arbitration to uphold Chris’s decision was insufficient because he did not follow through.
The question the CRC asked when reviewing this case was:   Did Arthur Davis act in an inappropriate manner when he decided to arbitrate by default, and uphold the Program Director’s decision? After reviewing documents (emails between Arthur and yourself and between Board members and yourself) and speaking with both parties (conversations CRC member, Erin Brand, had with Arthur and with yourself), the CRC finds that Arthur did not act in a discriminatory manner when upholding the Program Director’s decision.
The first notification of conflict you filed with Arthur Davis on October 28th, stated “Please arrange to hear my appeal soon.” The Conflict Resolution Policy (Policy #5) requires the Station Manager to “conduct basic case development” within fourteen days of a notification of conflict being filed. In your case, Arthur interviewed Chris Merrick and the Volunteer Coordinator (Ani Haines), after she had listened to the air checks, and was trying to set up a time to meet with you to further understand the situation and work towards a solution. Over the next few weeks, emails show Arthur offering specific times to meet on at least four occasions. Arthur stated several times that if you did not follow through with meeting , Chris’s decision would stand. 
We acknowledge you had concerns about the impartiality of a review from Arthur, but you were given a second chance at following through with the case development by the CRC, with Erin Brand offering to be present at a meeting between Arthur and yourself. In order for the Conflict Resolution Policy to work, all parties must cooperate with the procedures. Given your lack of participation in the process, the case development was unable to move forward, and thus, Arthur arbitrated by default.
Though we know you would like to have a meeting/hearing where all involved parties state their positions; that opportunity has passed. The CRC’s scope of involvement in conflict resolution does not include hearings based on an employee’s decisions, other than the Station Manager’s.  Arthur’s decision was to arbitrate the conflict by default; because he was unable to set up a meeting time with you, he let Chris’s action stand. We do not see that Arthur’s decision was based on discrimination or bias, but simply on a lack of cooperation on your part.
The CRC has the capacity to set-up mediation between the Station Manager and the person filing the complaint, however, in this case we do not see this conflict involving Arthur, and thus inappropriate for mediation. Therefore, the CRC has decided in this case that the action of Arthur to arbitrate by default and uphold Chris’s decision is affirmed.
 
Respectfully,
KBOO Conflict Resolution Committee


3.  Decisionmaking Policy


Decision Making Process Proposal
Draft for comment developed by consensus at the KBOO Board-Staff Retreat, Feb. 21, 2009


Proposed:  KBOO board will adopt the following general process for group decision-making as organizational policy.
Definitions: Throughout this proposal member refers to a person who has met the requirements of participation for a specific decision-making body and is authorized to act on matters pertaining to that group. Existing groups at KBOO include Board, Committees, Staff, and Workgroups. The board is responsible to exercise all powers of the corporation unless responsibility for a decision is delegated through existing policy, job description, or group agreement.
1.KBOO will use a consensus process for all decisions made by all groups.
a.We strive for the active agreement of every member of a decision-making body because consensus-based decision making fits our values of community, emotional maturity, diversity, and creativity.
b.Consensus means that all members present and deciding an issue affirm that the process has been fair and the proposal meets KBOO’s standard of acceptability.
c.A fair process means all members present and entitled to participate in decision making have had a chance to voice their perspectives, ideas, and concerns and the group has done its best to create a solution that serves the best interest of the organization.  
d.KBOO’s standard of acceptability is that all members present are willing to accept the decision and respect the outcome of the group.
2.Members of KBOO decision-making groups recognize and accept the following general responsibilities of participation in consensus-based decision making:
a.Members may present proposals to a decision-making body in which they are a member.
b.Proposals will follow an established format which ideally includes background information and details such as relationship to charter, goals, and values; expected impacts on KBOO finances, staff, volunteers, and community; timeline; and process for stakeholder input.
c.Group members agree to participate fully in discussions of proposals. Each will serve the best interest of KBOO, share relevant wisdom and perspective, listen respectfully to the needs and concerns of the whole group, and adopt creative solutions that move KBOO toward its goals.

3.KBOO members participating in decision making will recognize and use hand signals to facilitate consensus building.
a.4 fingers indicates total agreement
b.3 fingers indicates willingness to support
c.2 fingers indicates willingness to accept the proposal
d.1 finger indicates a need for more information.
e.0 fingers (a fist) indicates principled opposition, a block, based upon the belief that the proposal violates KBOO’s mission, values, or the law.
4.For each meeting, a group will select a facilitator who will act in a guardianship role to implement the consensus process.
a.The facilitator will conduct the meeting, draw all participants into discussions, provide for full consideration of proposals, and ensure that the process meets KBOO’s standards of fairness and acceptability.
b.Facilitators may continue to participate as members of the group except they may not exercise principled opposition. Expressing opposition compromises the facilitator’s neutrality which is essential in fulfilling the obligation to provide for full consideration of proposals.
5.If a group cannot reach full consensus the following modifications may be exercised:
a.The group can delay the decision until its next meeting if the delay will not negatively affect the work of the board, staff, committees, or station as a whole.
b.After honest consideration of all concerns, the group may proceed with consensus minus one and note the nature of the opposition in its record of the decision.
c.If the group cannot proceed using consensus minus one, a member of the decision-making body may request a vote, in which case a proposal may be passed by a simple majority of those present and voting.
6.Adoption process:
a.This proposal will be introduced at the KBOO board meeting Monday, February 23, 2009, and followed by an outreach and comment process to inform and involve committee members and active participants in KBOO decisions.
b.The board will consider feedback and adopt a final proposal at the March 2009 board meeting.
c.The policy will go into effect Monday March 30, 2009 and be used for a period of one year. During this time a comments box and email will be available. The board will consider comments and recommend any immediate changes after 90 days and conduct a formal review of the decision-making process in March 2010.
d.A training will be held in April for members of decision-making groups to learn about using the consensus process and gain skills for facilitating effective meetings. Training materials and resources will be available to all members to support the transition to consensus-based decision making.


4.Pendelton Resolution Information
Resolution to Transfer Pendleton Signal to a Local Pendleton Nonprofit Group
KBOO Board of Directors is excited to assist in establishing a community radio station in the Pendleton area. Our desire is that this radio station will be controlled by a group that is compatible with KBOO mission and values with primary content to be produced in the Pendleton area, recognizing that the station must reflect and support the local community.

1) KBOO will initiate a buyout with the local competing applicant after KBOO receives sufficient funding from the Pendleton group to cover costs of reapplication, attendant engineering work, buy-out, and any related attorney fees (approximately $5500).

2) KBOO will transfer ownership and control of the license for the Pendleton frequency that KBOO applied for, to an interested nonprofit group to be established in the Pendleton area. This buyout and transfer will take place after:
establishment of a Pendleton nonprofit group that is interested in taking over this signal.
FCC approval of the buyout and transfer.

3) If buyout, related attorney and engineering costs (including necessary minor change to limit signal area) comes in under budget, we will reserve money for the Pendleton project. After KBOO Pendleton work is completed, any surplus funds will be returned to the Pendleton non-profit group.

4) If buyout and related costs are overbudget, Pendleton nonprofit group will continue fundraising until all costs of the buyout and transfer are payed back to KBOO.

5) Tracking of Pendleton donations and expenditures will be accomplished by a separate general ledger code and a Peachtree job code to designate and track these funds separately in our accounting system.

6) Pendleton non-profit group may work out an agreement to air portions of KBOO programming, either live or pre-recorded, but the goal of both groups is to establish a locally-based community radio station.

7) If we are not able to transfer control of the station to a local Pendleton nonprofit group as described above, then we may choose to sell the signal. If such a circumstance should occur we will reimburse Pendleton expenses to the local supporters to the extent that the sale allows.

8) The transfer of the frequency applied for is being done in good faith, but the Pendleton nonprofit group understands that KBOO cannot guarantee FCC approval, signal strength, coverage areas, or patterns of the potential signal applied for, nor if it will be possible for KBOO's on air signal to be transmitted to the Pendleton site if desired.

9) The Pendleton nonprofit group acknowledges that KBOO has already invested $4000 to $5000 in the application process to this point that has resulted in KBOO being in the position of transferring the signal to the Pendleton nonprofit group.

 

 

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