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special KBOO board meeting Thursday Feb 19 6:30pm

KBOO will hold a special Board meeting for the alleged purpose of dealing with an unidentified Director, under a recent Bylaw alllowing the Board to remove an elected Director with cause without cause.
Hi there from a KBOO member

This is about new-fangled kangaroo court at KBOO

KBOO is having a "special Board Meeting" on Feb. 19 at 6:30pm for the purpose of deciding whether to remove one of their number. The Board action is in reliance of a KBOO Bylaw which was adopted in 2006 as reason to avoid having to call a special members' meeting for that purpose.

I letting you all know because -- to my knowledge - the only public notice of this special Board meeting is posted on the KBOO Bulletin Board - I saw it there last weekend - it's not (yet ? ) on the Web Page and I don't see it mentioned in the KBOO Listner Guide. There was no agenda posted but the Manager informed that it was about removing a Board member and that it would be closed so "don't bother showing up ..."

This all makes me shudder for the current absence of democratic process and transparency in the 2009 KBOO.

The adopted Bylaw doesn't offer the director opportunity to rebut allegations, and to me closing such a meeting from the membership is also a violation of the KBOO bylaw which allows closed meetings when dealing with individual employees. No elected director is an employee.

More to the point, I see the setting of a special meeting as being intended to intimidate a director into resigning.

If I were the Director I would NOT resign; what makes me angry is that at a time of alleged shortage of funds and of alleged decline in KBOO membership, the Board is putting the Directors at risk of being sued with all the expense and disruption that will entail.

I'd like to see many of those who opposed the 2006 Bylaw amendment show up at KBOO to express sorrow, anger or whatever they think appropriate to stop the farce. And for those of you who have shows, I'll suggest that you consider letting listeners know about the when, where and the why of the Special Board Meeting. It's about removing an elected Director in a xupposedly closed proceeding without charges and without requiring cause for removal.


And since I have read the amended Bylaw I'm sure it is incompatible with the Oregon Statute -- the basic idea is that other than have a Judge/Court remove a non-profit director for good reason, only the body which elects can remove an elected director. The Board can only use the amended bylaw in conformity with Oregon Law if/when they wish to remove someone they picked to fill a Board Vacancy. To remove an elected Director they are required under Oregon law to persuade the membership to vote for removal ...Directors cannot remove the members' choice.

So there's my news;

Below for your interest is some of what Indymedia published in 2006 when the Bylaw changes came up for member vote.< http://portland.indymedia.org/en/2006/09/345642.shtml>

All the reasons stated in 2006 by Gene Bradley are spelled out.

But what you may not have known about is the 2006 Board's rationale for changing the removal rules.

What's even more telling is that the current KBOO President also wrote her piece -- and in that piece she admitted feeling " ... that KBOO has a false democracy .... ". That too makes me angry because there is no way that a "kangaroo court" proceeding will cure anything.

I hope that you can sympathize with a wish to have KBOO remain in the forefront in the struggle for democracy and diversity. I would hope that you report my concerns to other members interested in this issue. And I would welcome responding to emails emails asking for clarifications and concerns to any other about what is going on and concerns for the future of KBOO,

Michael
 papadop@peak.org 541-753-3138


Now see below for a story from the past !!

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See  link to portland.indymedia.org

BELOW is reissue of what Indy media posted in 2006

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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)

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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: [snip]




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"

{Added - this was adopted by membership vote (MichaelP)]

Bylaw Amendment Proposal Three: [This was defeated MichaelP ]

[snip]

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!

Signed by 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

[snip]




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 [snip - this amendment was adopted Michael P]

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


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.

[ SNIP: This amendment was defeated in 2006]


[SNIP - various posted comments]


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 (personnel 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 solely on who are seated on the personnel committee and on the board making judgment 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 organization 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.