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KBOO Election: The bylaws amendments debate

Please note that there is a KBOO board of directors candidates forum set for this Saturday, September 9th, from 2:00-4:00PM, at Oregon Park, near NE 30th Avenue & Oregon Street in Portland.
POINT OF VIEW: Opposing the KBOO bylaw amendments
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Dear Friends and KBOO members,

You should have received your KBOO ballot in the mail by now.

Before you vote, I urge you to take a careful look at the by-laws changes that are being proposed. A majority of the Board of Directors voted against sending out a dissenting view, so you have not received any statements in opposition to these measures with your ballot. Many people — including many past board members — OPPOSE these changes.

As a board member for the last 8 years, I strongly believe that these proposals would be bad for KBOO. They would take away basic rights from all members.

If these proposals are passed, a small handful of people would be making more and more of the decisions at KBOO, and paying members would have less and less say on issues critical to KBOO.

It takes a 2/3 majority of the people casting votes to pass any by-law change. So please vote, and please get both sides of the story before voting on this very important issue.

And please alert your friends and fellow KBOO members!

Thanks to you all, and thanks for supporting KBOO.

— Gene Bradley, KBOO Board member, 1998-2006

P.S. Opinions in favor of the bylaws proposals have been aired on KBOO recently. At this time it is unclear whether opposing views will be allowed on the air. So please do spread the word. Thank you!

Specifics below: (see your ballot for text of the measures)



Dear Member and Friend of KBOO:

Please vote NO on all 3 of the proposed revisions to the KBOO bylaws.

Though the revisions may appear harmless, they are very controversial measures. Each of them places new limits on democracy and due process at the station.

In KBOO’s democratic community, the bylaws are our constitution. The bylaws should be changed only in cases of great need, with forums for widespread community discussion, and with thorough understanding of the impact of any changes.

Since the present board did not allow the dissenting opinion to go out with the mailed ballots, we are contacting you directly, member to member.

Here are just a few of the reasons why we oppose these complicated measures. Check your ballot for the full text. For info or to help,  KBOOvoice@gmail.com or Gene at 503-233-0081.


Bylaw Amendment Proposal One: Personnel Committee changes. The board has already adopted a new conflict resolution policy which takes effect immediately if this bylaws revision passes. The new policy, not included with your ballot, reduces rights of members & volunteers It includes:

No due process rights.

No provision for fact finding.

Centralizes disciplinary power in one individual, with appeals to a small committee instead of to the board. (Also, we believe current committee practices are not a violation of labor law as stated in ballot packet).


Bylaw Amendment Proposal Two: 2/3 of board could remove a board member.

Takes direct power away from the will of voting members.

Weakens democracy.

Threatens dissenting board members.

Allows board to eliminate whistleblowers.

Removes due process with no provisions for fact-finding

Vague: board member could be removed for undefined “other conduct harmful to board, staff or volunteers.”


Bylaw Amendment Proposal Three: Term limits for board members

Anti-democratic.

Takes power away from the will of voting members.

Eliminates board participation by members with institutional memory, experience, leadership, diversity.

Reduces effectiveness of board.

Unnecessary, since current board has only 8 of 12 positions filled and only two board members with more than 1 year of service.


We understand that the proponents of the bylaws changes believe they have KBOO's best interest at heart, yet we strongly disagree about how these changes will affect the future of KBOO. These bylaws changes run directly counter to KBOO’s stated values of democracy, diversity & freedom of expression. KBOO is very different from most non profits, and even from most community radio stations because KBOO was deliberately set up 30+ years ago as a membership & volunteer run, direct democracy. Democracy is central to KBOO’s mission and organization and should be protected. The current bylaws give maximum freedom to everyone, and encourage diversity of opinion on policy and station direction, without threat of reprisal. Please vote no. Thank you!

Linda Stein, member
Gene Bradley, board member 1998-2006
Laurie Sonnenfeld, past board member
William Seaman, volunteer, member
Tami Dean, volunteer, member
Anneliese Hummel, volunteer, member
Ed Goldberg, volunteer, member
Beth Hyams, past board member
L.C. Hansen, past board member
Carmella Ettinger, member
Charla Chamberlain, volunteer
Sandy Polishuk, past board member
Daniel Flessas, volunteer, member
Mary Orr -- past volunteer and KBOO staff
Michael O'Rourke -- past board member

If you'd like to be a signer on this letter or contribute to costs of mailing to the KBOO membership, please email Laurie Sonnenfeld at  lauries@teleport.com.





POINT OF VIEW: In favor of the KBOO bylaw amendments
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PROPOSED AMENDMENTS TO THE KBOO BYLAWS

EXPLANATIONS BY THE KBOO BOARD OF DIRECTORS

We, the board of directors of the KBOO Foundation, endorse the following important amendments to our bylaws. These revisions were developed in consultation with Portland attorney Cynthia Cumfer, author of The Oregon Nonprofit Corporation Handbook, and Paula Manley, a national organization and community development consultant working with independent media groups and former manager of Tualatin Valley Cable Access.

According to the Foundation's bylaws, changes must be approved by a 2/3 majority of votes cast. We believe the following revisions improve our ability to serve our members and our mission. We urge you, the members of the KBOO Foundation, to vote in favor of the amendments stated below.


ONE: REVISION TO THE DUTIES OF THE PERSONNEL COMMITTEE

Explanation: This amendment strikes the last two duties of the personnel committee. Rationale: This change has two valuable functions:

. Personnel committee has not conducted staff evaluations in several years because it would violate labor law; this bylaw change would reflect that.

. The Board of Directors has approved a new Conflict Resolution Policy that is more in line with KBOO's values and is more effective than the current Grievance Policy. However, we have been legally advised that we cannot implement it without changing the duties of the personnel committee. This bylaw change would allow KBOO to implement the new policy.

CURRENT BYLAW (Article VIII. Section 3-c) "The personnel committee shall advise the board of directors regarding the corporation's personnel policies and practices; conduct regular evaluations of staff; and hear appeals of grievances from staff and volunteers."

PROPOSED AMENDMENT

"The personnel committee shall advise the board of directors regarding the corporation's personnel policies and practices."


TWO: REMOVAL OF BOARD MEMBERS BY THE BOARD OF DIRECTORS

Explanation: This amendment allows the board of directors, through a 2/3 majority vote, to remove any elected or appointed board member for cause. Much of the language defining cause was borrowed from Oregon Statutes 65.327 and 65.357. No bylaw currently gives the Board this ability. This amendment establishes a new section under Article VI.

Rationale: This crucial bylaw change gives the board rights commensurate with its responsibility to protect KBOO fiscally and legally. It is the needed check-and-balance to KBOO's unusual practice of having a 100% member-elected board. The ability of the board to hold its members accountable, and ultimately have the authority to remove a director for cause, is recommended for healthy board functioning b y: Cynthia Cumfer, Paula Manley, National Federation of Community Broadcasters staff member Kai Ayatoro, and KGNU (Boulder, Colorado) Station Manager Marty Durlin.

PROPOSED NEW SECTION (Article Vl, Section 8-b)

"Any member of the board, whether elected by the members or appointed by the board, may be removed for cause by a 2/3 majority vote of the seated board members eligible to vote. Cause is considered to be: fraudulent or dishonest conduct, gross abuse of authority or discretion with respect to the corporation, or conduct harmful to the corporation, its employees, or volunteers. The board member being considered for removal shall not cast a vote."


THREE: TERM LIMITS FOR BOARD OF DIRECTORS

Explanation: This amends t he current bylaw regarding the terms of office for board members. Currently there is no limit to the number of terms a member may serve. This amendment requires a break in serving on the board after two consecutive terms, with the potential to serve additional terms after taking one term off

Rationale: The KBOO board of directors is a living, dynamic entity whose vitality must be renewed through an open association of progressive, shared, evolving ideas. Though long-term board members acquire specific necessary skills that may enhance their desirability as directors, it is essential that all KBOO members have that same, equal opportunity to serve. In addition retiring board members can continue to contribute to the KBOO community through the many other volunteer channels that exist at the station. Term limits would facilitate fresh links to new members and help us build leadership capacity in our organization.

CURRENT BYLAW (Article VI. Section 3)

"The term of office for board members shall be three years, beginning October 1 and ending September 30. Despite the expiration of a director's term, the director shall continue to serve until the director's successor is elected and qualified. A board member may be reelected without limitation on the number of terms the board member may serve."

PROPOSED AMENDMENT "The term of office for board members shall be three years, beginning October 1 and ending September 30. Despite the expiration of a director's term, the director shall continue to serve until the director's successor is elected and qualified. A board member may serve no more than two consecutive full terms without taking a full term off the board of directors before seeking reelection."

These proposed bylaw changes were approved by a 6-1-1 vote of the KBOO board of directors (with six board members voting in favor one board member voting opposed, and one board member abstaining; the chair does not vote unless that vote would make or break at tie vote). These revisions are also endorsed by the board chair.
remediation 08.Sep.2006 13:42

former Board member

The KBOO Board has suffered --as most nonprofit organizations do-- from the alienation and subsequent lack of social skills common to Americans. In the past couple of years, I have observed a long-standing Board member intimidate, confuse, and maneuver incessantly, in order to push through the Board member's agenda--an agenda which seems to have more to do with a near-psychotic desire to control, than with any clear vision of the direction of KBOO. This quality becomes clear to the observer when this same Board member changes loyalties and opinions whenever such a change proves most disruptive.

This sort of Board member is a real problem to many nonprofit institutions. The tactics and the incessant hostile energy wear down sincere activists before they can even serve long enough to begin making a difference; the result is a series of hellish ordeals, rather than a series of productive meetings.

I suggest that the Board members first develop--on an individual basis--a clear understanding of the tools available to them in such circumstances. The Board member I was describing used the ignorance of other Board members about Robert's Rules of Order to bulldoze and manipulate. The solution, which was rather late in coming, was simply to study Robert's Rules until they are well understood.

Under Oregon law, a renegade Board member can be taken to court to be removed. However, Board members also need to grow past the typically American lack of self-respect and social skills. They should remember that their commitment to the community includes self-education on Oregon law regarding non-profit boards as well as on Robert's Rules. And as for self-respect, I am referring to ther fact that one must first be calm and centered before conscientiously and peacefully opposing control freaks. In other words, we must be strong and consistent.

The offending Board member is likely a victim of crazy-making childrearing, acting out and projecting fears onto the larger group. Many Americans suffer from similar weaknesses. We have to understand and confront that sort of damage before we can learn to respect each other in a group; otherwise we will continue to become victims of the worst-damaged people. There would have been nothing morally wrong with taking the crazy-making Board member to court to be removed.

Hence, I oppose the amendment, and recommend instead that a new paradigm be created on the KBOO boards, based on self-education and self-healing.

Speak UP Loudly 08.Sep.2006 18:07

Boo Who?

If KBOO will not Provide MASSIVE hearing of oppossing views PHONE them IN. Even if they cut you off the word will get out. Whatever do not let, once again, the 'threat' of loosing this station be used to take it away from the public.

i did not vote 08.Sep.2006 19:58

perhaps i should have

the levites always control the temple...they always want a bigger temple too.

This is a great problem. When to let go and when to stay and hold firm are tough decisions

for levites. Levites idenify themselves for what they do certainly would have a problem here

for there is only one Kboo with so many niches available in the le boo.

let the turmoil begin, but consider choices that nature has taken.


the organism reproduces or gets fat. the later goes extint.

Current bylaws *do* already allow removal of a board member 09.Sep.2006 00:04

Laurie Sonnenfeld, volunteer, member, past board member

The current KBOO bylaws already *do* have a provision for removal of a board member--by the membership that elected them. It is essentially a recall process. This is not explained in the information sent with the ballots.

The present board is proposing that 2/3 of the board would be able to remove a board member, without a special membership meeting or membership vote.

Please vote NO on all of the bylaws changes.

Thanks for supporting KBOO!

In Support of KBOO Bylaw Changes 13.Sep.2006 23:37

Judy Fiestal, KBOO Board Member

As the ballot states the KBOO Board met in open meetings with a number of consultants which resulted in the bylaws we put forth. Consultants included: Dr. Mary Zinkin, specializing in organizational management,
mediation, and facilitation who addressed board and staff conflict issues; Cynthia Cumfer, local
attorney with specialty in nonprofit corporations and who co-wrote with Kay Sohl the major text on
nonprofits, The Oregon Nonprofit Corporation Handbook; Paula Manley a national organization and
community development consultant specializing in working with independent media groups many of
which are member owned organizations such as KBOO, and former manager of Tualatin Valley Cable
Access. The Board of Directors voted to spend KBOO foundation money for these consultants and we
now are implementing some of their recommendations.

BYLAW 1:
This bylaw is cleaning up some language that we were advised was illegal and then removing one of
the stated functions.

It is not legal for a volunteer group such as the Personnel Committee to evaluate staff members.
To serve on the Personnel Committee all you need to do is join KBOO as a member and show up to 3
consecutive meetings. I feel even if this was legal it would be a bad policy for a group of
volunteers with no prescribed expertise have power over the livelihood of our staff. I believe it
would be unhealthy for our organization and in fact KBOO has not been doing this for years now. I
am not sure about their reference: "Also, we believe current committee practices are not a
violation of labor law as stated in ballot packet." Because the personnel committee has not been
evaluating staff we are not in violation of labor law. That is a policy that is happening which
goes against what is stated in our bylaw.

Striking out the last line of duty: "and hear appeals of grievances from staff and volunteers."
It is true that striking out this line would enable us to implement the Conflict Resolution
Policy. The Conflict Resolution Policy came about from a request several years ago that the
present Grievance Policy was not working. It took months for a person to work through the appeals
process and instead of being a tool to mediate and resolve conflicts, it became a policy for
inflaming interpersonal conflicts. This was due to the lengthiness of the process (personel
committee meets monthly and then the board meets monthly, etc. and time to be on the agenda,
etc.). In addition, it appeared to me to have become a tool not so much to try to resolve
grievances but as a tool to harass individuals when differences occurred.

The new Conflict Resolution Policy was drafted by the present Personnel Committee after months of
deliberation. Committee work is the most effective way for the general membership to have input on
general operation procedures at KBOO and is democratically based. Individuals working on crafting
this POLICY was Cherie Blackfeather, Zale Chadwick,Steve Lindemeyer, Grace Hague, Rabia Yeaman,
Peter Tobey, Ani Haines, Justin Miller (having a masters in conflict resolution), and Chris
Merrick.

I believe that something similar to this policy will be passed by the new board even if this bylaw
is not passed because KBOO needs a new policy to address these issues. If people are concerned
about the POLICY then they should weigh in with the new board and it can easily be changed,
tweaked, etc. to meet different needs. The BYLAW change in language itself does not DRIVE what
POLICY is implemented. We can actually implement the old grievance procedure even if Bylaw 1 is
revised. There is not a limit stated in this revised policy just an omission. So people truly
interested in making sure that KBOO has a fair Conflict Resolution Policy in place should stay
around and participate in the work that is charged to ever evolve this policy so that it will work
best for our KBOO community. In fact the Conflict Resolution Policy came out of the best workings
of KBOO structure in which the Personnel Committee was charged with a task and the Board supported
and respected the hard work that went into scripting this policy by our volunteers and staff.

And in regards to the amount of appeals that the Grievance policy entails, fairness is dependent
soley on who are seated on the personnel committee and on the board making judgement on these
disputes. I know that the board has better things to be doing for the health of the organization
than be concerned with routine disagreements that arise on a normal basis in any organization. The
stated criticism that the policy "Centralizes disciplinary power in one individual, with appeals
to a small committee instead of to the board." may be a good thing if that "small committee" is
comprised of individuals with a background in mediation and conflict resolution.

BYLAW 2 REMOVAL OF BOARD MEMBERS BY THE BOARD OF DIRECTORS
As I have oft said I feel that KBOO has a false democracy. The turn out for elections are
relatively small compared to the membership, and few people really know the people they are voting
for. As a result it is possible that an individual can end up on the board who can do much damage
to our organization. And yes we could call a meeting together to have the membership vote the
person off- but to do that we are required to gather more than 300 members for the vote and the
campaign to exercise that option could be even more damaging to the organization. We could also
take the individual to court- a costly and also damaging to organization option. And then we have
the option up for consideration that a board member could be removed by a 2/3 vote of the board of
directors: a group of people who know best what is happening with another board member.

Removal CANNOT BE MADE BECAUSE OF A MINORITY OPINION. Minority opinion is not harmful to an
organization. This option could be exercised however for mode of conduct and abuse of power. I
feel that the stated objections to this bylaw proposal is inflammatory and misleading in itself.
When people are not respected and there does not exist a safe environment for people to discuss
issues of concern- that can be the most debilitating environment for an organization. I feel that
the mission of KBOO needs to be walked in all areas of KBOO and this bylaw would enable that to
more easily happen. Once on the Board of Directors, each board member has a legal obligation for
the proper functioning of the organization. It is only right that the Board of Directors
themselves have the ability to monitor their own if they have taken on this liability. In
addition, members will continue to have the option to remove board members as previously stated.

BYLAW 3: TERM LIMITS
I personally have nothing to add in regards to this bylaw proposal. Our consultants suggested that
it would be a good thing for the overall health of the organization and it is true that at this
point in time (as of a week ago due to the resignation of Gene Bradley and late July the
resignation of L.C. Hansen) we do have a very young board. I think this bylaw is very straight
forward and people either believe term limits are a good thing, or they don't.

My last comment is in regards to the statement that "KBOO is very different from most non profits"
and that supposedly is the reason that we should not make any changes. KBOO has grown and the
world has changed since the adoption of these bylaws. I think it is imperative for us as an
organzation to evolve and meet the new challenges that face us with fresh ideas. I feel we are
more like than unlike other nonprofits. We all have the need to have an environment that is safe
to be in and that provides a supportive community that values and feeds our human spirit. If we
are envisioning a world of social justice and peace, let us do all that is possible to create KBOO
to reflect those ideals.

I would hope that you could pass on my comments to others who are interested in this
issue. And I would welcome responding to any other needed clarifications and concerns.

503-231-8032