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
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.
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
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 firstname.lastname@example.org.
POINT OF VIEW: In favor of the KBOO bylaw amendments
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."
"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.
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