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KRFC Board Minutes 2006-03-16

KRFC Board of Directors Meeting, March 16, 2006.

Attending: Board members: Jack Armstrong, Saul Hopper, Chris Kennison, Greg Krush, Cat McClintock, Susan Sternlieb
Absent: Jennifer Lowry, Diane Miller,
Staff: Beth Flowers, Brian Hughes, Dawn Paepke, David Peterson, Consultants: Denise Clark, Strategic Planning; Jen Rice, Attorney at Law Scribe: Jean Charney
Public: Kate Tarasenko

Meeting called to order at 7:15 PM.

First topic of discussion: Petitions had been presented to Susan at her home regarding the Mission, Vision and Core Values documents adopted by the Board unanimously on February 16, 2006.
Attorney Jen Rice recapped what the by laws say about adopting a new mission statement and then gave her legal opinion about the circumstances of this particular petition.
Issues with the petition:

  1. The petition HAS to be delivered to the corporation. That means that it must be delivered to the registered agent, which is defined as "the station" at the station's street address. This isn't defined in the bylaws but is common law (as to who is the agent).
  2. Petitions need to have something to confirm each signature--like, an address

Two legal problems with this particular petition are: 1) This petition was delivered to a particular Board member's house and not to the corporation and 2) There are no addresses or way to verify the signatures.

Discussion ensued. It was decided fairly quickly that the petitioners were told that they could deliver the petition to a Board member and so the first legal reason to reject the petition was nullified.

Discussion around the second crucial point (how to verify that these are all members in good standing) was lengthy. It included points such as: The petition seems to have about 85 signatures, more than the 50 required, but there are no addresses attached to the names. Attorney Rice informed us that legally it is not the Board's responsibility to identify the signatures without the proper information. One discrepancy in the petition is a name included of someone known to have asked for the removal of his name

Pros and cons of accepting the signatures despite legal counsel were discussed. To call a special meeting would cost a lot of money, only to have the documents accepted in the end. Our by laws dictate that the way to vote is in person and people not in attendance will be counted as a vote in favor of the measure. Given past attendance it is inevitable that the mission statement will pass because 1/3 of the membership (570 people) would have to come and vote no. To wait until the Fall annual meeting, instead of calling a special meeting, would mean drawing out this conflict for many months and be a detriment to the station.

There was discussion about the tactics of the petitioners; that they participated in the process of forming the new documents and began disseminating petitions against it while ostensibly working on other strategic planning exercises, that no one responded to invitations to speak with the station manager, that this kind of 11th hour dissention which complicates issues and exhausts people seems to be standard operating procedure for these same folks. We have been through this same tactic four times in the last three years. This doesn't feel like an honest good faith effort. Several board members remarked that no one had contacted a board or staff member before launching this petition drive.

There was discussion about the embarrassingly enormous amount of name calling and maligning of the board and staff that occurred during this process by the petition gatherers. There was a long discussion about who we are and want to be, about the values in our core values statement, about the letter of the law vs. the spirit of the law. There was a lot of pain expressed about being in this position and finding ourselves even considering rejecting this petition. It is the antithesis of who we are as people, let alone board members of KRFC.

Discussion about the good of the station ensued. The morale of the station suffers through each episode of power struggles with this small group of people. There is a whole 1700 member community that we serve as well as this small group of people. There was discussion about not letting 5% of the membership decide what 95% don't want.

Nothing in our discussions led us to believe that we should ignore the legal charge to reject this petition.

A motion was made to reject the petition on the legal grounds that the petition is incomplete; there are no addresses or way to verify the signatures.

The motion was seconded and passed unanimously.

The next piece of business, even more painful, was the discussion of complying with the following section of the By-laws:

III: General Membership, Voting

Section 1: Membership.

Members shall not conduct any activity that is detrimental to the welfare of the Corporation. Such conduct shall result in membership revocation as deemed by the Board of Directors.

A very long discussion ensued that included the following points: the effect on the station of the continual power struggle with folks who see a different vision for the station than the majority of the members. The station culture and politics are represented by a wide range of people. Within that range most accept the values presented in our new Core Values Statement, which are:

COMMUNITY. Our primary value is community--the feeling that we all belong and matter to one another. We serve our community. We create a sense of community.

LOCAL FOCUS. We emphasize local affairs, events and people and make a special effort to include people and views typically lacking in the mainstream media.

INTEGRITY. We are accountable for our actions. We treat others with tolerance and respect. We go out of our way to be inclusive and to welcome participation.

EXCELLENCE. We strive for excellence in our programming, in our technical product and within our organization.

OPEN COMMUNICATION AND DECISION MAKING. We communicate and make decisions based on clear, open processes, the inclusion of many voices, and consensus building when possible.

ENTERTAINMENT AND EDUCATION. Our programming is a source of vital information and cultural enrichment.

FREEDOM AND CREATIVITY. We promote these attributes in our programming and among our staff and volunteers.

INDEPENDENCE. We are noncommercial. We are a forum for the varied viewpoints of our volunteers, staff and the broader community.

VOLUNTEERISM. We honor and are driven by the passion, energy and creativity of all of our volunteers.

FUN!

It says nothing about political persuasion. The group of people in question would like us to affiliate with an extreme left wing view. To that end they have maligned, name called, harassed and challenged the station manager to the point where it is hard for her to get her job done. The board, other staff and other station members have also been affected by this behavior. After having tried to work with these people through several issues and having received the same treatment continually the Board has come extremely reluctantly to the decision that they bring a tyranny to the station that cannot be tolerated for our culture and well being.

A motion was made to revoke the membership of Eddie Arthur, Paul Bame and Kathleen Brandon. This was made with the understanding that there would be ramifications in the form of anger and mistrust by some of the uninformed and unaffected public as well as some uninformed and unaffected members but that the welfare of the station would improve.

A letter from Eddie Arthur to Beth Flowers was read:
[snip]

Sincerely
[Eddie Arthur ] 10/27/05

Despite this letter, Eddie did not communicate with Beth or anyone from the Board before collecting signatures for the petition. Beth had also offered communication to Paul Bame and Kathleen Brandon before last week, but neither accepted the offer.

An article was read about gossip and the damage it does to an organization.

Again it was stated that this behavior is against our bylaws, the previous mission statement, and the whole culture of the station.

In a very quiet room there were motions to revoke the membership of the three members in question.

Discussion continued with particular incidents: The Forum is loaded with disparaging remarks from these folks. Board members have been misrepresented. News meeting have been turned into strategizing sessions for activities against the Board and staff. One member said: For me, the radical left wing programming is unhealthy, with a great deal of negativism and victim mentality. We DO provide a platform for the left, but do we want it to define us? Another member reiterates the importance of providing that platform but not a disproportionate say in the running of the station Another board member remarked that as a Board it is our duty to support and protect our station manager who has been hired and rehired for the tireless, skillful work she has done for the station.

What about station policy? Without membership, you cannot be a programmer. But you can be a volunteer.

A founding member feels this is very, very hard. But the negativism has to go away. If we don't get rid of this problem, we'll lose the whole station.

All three members have been personally spoken to about their effect on the station. They have chosen to interpret that communication as a problem with the station manager and not the culture that they promote.

Three votes were taken on the three motions to revoke the three memberships. The Board voted unanimously to revoke the three memberships.

Action items: it was decided to send three letters by certified mail to the three members informing them of the Boards action. An email would be sent to the person who delivered the petitions to let him know of the decision to reject the petition. Also a letter would be written to answer a fourth member's letter asking for more dialogue concerning the newly adopted mission statement.

Meeting adjourned at 9:00 PM

This is a copy of a document from the KRFC web site.