[Kzyxtalk] questions

Dennis OBrien dennisobrien at sharejerusalem.com
Wed Mar 18 16:48:36 PDT 2015


I believe that Sheila and others were forced to appeal to the FCC because of a failure of governance.  There is a standing board committee, the Personnel Committee, that is supposed to hear such complaints: "The Personnel Committee will hear and recommend action on personnel grievances that are not resolved at staff level."  The refusal to implement the committees is a failure of the current board and general manager, as it is their joint responsibility.
I have copied the current committee policies below.  Note that the policy for the Personnel Committee was changed in March 2006, the same time that the general manager was given hiring and firing authority.  It is a check-and-balance that has never been honored.
Elsewhere in the policies, it states that each board member should be on at least one committee and no more than two.  It also recommends that volunteers be named to the committees, not just board and staff.
The two committees I would choose to be on are the Personnel Committee and the Equipment and Construction Committee, these days known as the Infrastructure Committee.  I imagine Doug has an interest in Finance and Programming.  (Ah, but then there's Long Range Planning!)  Having directors on these committees who are committed to oversight of the organization and engaging with the members would at least start the process of decentralizing power.
I share Sheila's concerns about how officers are chosen, as the Executive Committee "shall have the power of the Board in matters related to policy implementation".  And the President gets to choose who sits on what committees.  How are these decisions, or any other decision, made between the time the election results are announced and the meeting in May?  I don't think the "old" board can make any decisions without a meeting, and the next meeting must start with the seating of the newly-elected directors.
In short, it is the failure to implement the committee policies and procedures that has led to the concentration of power in the hands of the general manager without any checks, balances, oversight, or engagement with the members/community.  Implementing these policies is not "anarchy", as some have suggested, but just good governance.

Hopefully, the results will help clarify all of this.  Give us a mandate!  Please vote!
Thanks,Denny


6            COMMITTEES OF THE BOARD

6.1         Standing  Committees:
Standing committees of the Board shall consist of but not be limited to the following:  Nominating 
& Elections, Finance, Fundraising/membership, Personnel, Long range planning, Programming, 
Equipment & Construction,  and Executive.

6.2         Ad Hoc Committees:
Ad Hoc committees may be appointed from time to time by the President and the General Manager.

6.3         Executive Committee:
The Executive committee shall have the power of the Board in matters related to policy 
implementation. The Executive Committee shall consist of the officers ofthe corporation  and the 
General Manager, who shall not vote as a committee member.  The Executive Committee  will meet only when necessary.  The president of the Board, in consultation  with the General Manager, will call the Executive Committee into session.

6.4         Membership on Committees:
It is expected that each Board member will serve on at least one and no more than two committees.

6.5         Qualifications:
Committees are open to all, however, one member must be a Board member and one member should be a staff member.

6.6         Appointive Process:
The President shall appoint committee assignments  as set forth in the Division of Authority, in 
the Board of Directors section.

6.7         Authority:
All policy recommendations shall be reviewed at committee level before an action may take place.  
The chair of the committee will be chosen by the President.  The President,  in consultation  with 
the General Manager, shall set the date for the first committee meeting.  The committee shall set 
subsequent  meeting date(s).  It shall be the responsibility of the chair of each committee to lead 
the discussion,  demonstrate knowledge of committee work, and to present accurately the views and work of the committee to the Board.  The chair shall be responsible for preparing and presenting the report(s) of the committee.

6.8         Reports:
Recommendations will be presented in writing to the Board and the General Manager by the fifteenth day of the month preceding the quarterly Board meeting and shall consist of a simple statement of what the assignment was, what was considered, and what action is recommended  for the Board.

6.9         Agendas:
Business will be arranged so that recommendations are made in the most logical order.  Written 
agendas (including reports and other attachments) shall be sent to committee members well in 
advance of the meeting, but in no case less than 7 days in advance of any meeting which 
recommendation  shall take place. Agendas will include the presenter name, item and outcome needed, and the time allowed for discussion.

6.10       Notification:
The chair of the committee, in consultation with the General Manager, will set the time and place 
of committee meetings.  Members will be notified either in writing or orally by the chair.  
Committee meetings will also be noticed on-air at least 5 days in advance of said meeting.  A 
written notice of a committee meeting will be posted at least 7 days in advance of said meeting at 
the station.

6.11       Decisions Implementing Policy:
Board committees will make recommendations as to priorities for implementing new policies after 
study of the issues affecting adoption of policies are reviewed.

6.12       Day-to-Day Decisions:
Within the guidelines of the MCPB policies and procedures, day-to-day operational decisions are the responsibility of the General Manager.

7          COMMITTEE DESCRIPTIONS & RESPONSIBILITIES

7.1         Nominating and Elections:
This committee will have overall responsibility for the election of Board members according to the 
By­ laws and the established Policies & Procedures of the Board (see MCPB Elections Policy in the 
MCPB Policy Binder).  It will recommend election  procedures as necessary.  The nominating committee shall recommend to the Board candidates for all vacancies to be filled on 
the Board of Directors; will oversee the actual election process; and will declare the winners.
Annual evaluations of current Board members will be conducted  by this committee.   This committee will include the Secretary of the Corporation.

7.2         Finance:
This committee has responsibility for working with management on the annual budget and 
recommending it to the Board, according to the terms of these Policies & Procedures.  In creating 
the annual budget and plan, the Finance Committee will work closely with the Fund Raising Committee on the income plan: and with all appropriate committees on the expense plan.
In addition, this committee will work with management and with the Long Range Planning Committee to produce and update Three Year Budgets.  It will regularly review fiscal procedures and reports of the station, select the independent  auditor for the annual audit, and generally oversee the finances of the corporation  according to the By-laws and Policies and Procedures of the corporation.  The Treasurer will serve on the Finance committee.

7.3         Fund Raising and Membership:
This committee is responsible for creating the annual income plans incorporating all possible 
aspects of producing income.  It will produce Project Planning Proposals for each income project, 
participate where appropriate  in the execution  of the income projects, and review the success of 
the income projects.  This committee will oversee Membership  development  programs, including Public Relations, Marathons and the Program guide.  The Program Guide will be produced jointly by staff, this committee and the Programming Committee.

7.4         Personnel:
Revisions adopted by the board in March 2006: This committee is responsible for reviewing and 
recommending personnel  policies for the corporation, as well as establishing  evaluation  
procedures for station staff. This committee will perform an annual evaluation of the General 
Manager. In addition, this committee will review staff employment contracts and benefit packages. The General Manager Hiring Committee will include at least one Board member from the Personnel Committee. The Personnel Committee will hear and recommend action on personnel grievances that are not resolved at staff level.

7.5         Long Range Planning:
This committee is responsible  for creating and updating the 3-year Plan, in coordination  with the 
Finance Committee.  This committee will regularly consider long range issues facing all aspects of 
the station and prepare recommendations to the Board.

7.6         Programming:
This committee is responsible  for reviewing and recommending all programming policies and 
guidelines to ensure fulfillment of the station mission.

7.7         Equipment and Construction:
This committee is responsible for reviewing and recommending policies, procedures and projects 
related to the maintenance and improvement  of the corporation's physical plant, including the 
offices, studios, equipment, transmission  capabilities, etc.

      From: Sheila Dawn <sheila.dawn50 at yahoo.com>
 To: "kzyxtalk at lists.mcn.org" <kzyxtalk at lists.mcn.org>; Dennis OBrien <dennisobrien at sharejerusalem.com> 
 Sent: Wednesday, March 18, 2015 2:59 PM
 Subject: Re: [Kzyxtalk] questions
   
I guess the fact that I have pointed out on several occasions needs to be repeated once again. As part of the station's license renewal, the FCC asked for input from the community on how the station did or did not meet the needs of the community. This was announced by the station at less than optimum listening times-- once at 7AM and once mid afternoon on Father's Day & probably at other times that I didn't catch-- so it is not surprising that few are aware of this fact.  I did not ask for either Coate or Aigner's resignation but I do not put limitations on others comments even if they are Board members.     As I have told the Board, I clearly stated my intention to write to the FCC at the Oct. 9th Board meeting due to my unhappiness with a Board decision (without any input on my part) to not allow me to volunteer at the station. The fact that my several efforts to resolve this situation were ignored by the Board is what caused me to follow through. After reading through the Board's Procedures & Policies Handbooks (which are available to every member upon request--written if you want a response) I realized that there were several areas which were not being followed by the past several configurations of the Board and included these areas in my complaint.  I was factual in my points while in John Coate's and Eliane Herring's declarations in response to the 'informal objections', there were several inaccurate and demeaning statements about me that necessitate a response.   I have delayed in doing this because the problem of my being banned has been at least temporarily resolved as I was allowed to volunteer at a fundraising event in October.  However, I am concerned about the Board's support for Coate in saying it was appropriate for him to use the programmer's list serve to make negative comments about a candidate. This is a serious issue as I have pointed out in my recent AVA article, Seeds of Change at KZYX--March 11th edition.     I am also concerned with the decision to use a new database for donors prior to the election. I believe  Coate has made several decisions to maximize his position as sole decision maker which to me is contrary to the mission statement of this public, member supported, community radio station. I have seen several inaccuracies of letters stating that memberships had expired, including my own, when they, in fact, had not. Upon speaking to the Membership Coordinator, she attributed it to switching to a new database.  This is incompetence in a very critical area. There needs to be accountability at all levels of the organization which, at present, is not the case. 
    So I ask people to not have a knee jerk, defend management and staff response without hearing all sides of the issues.     If you really want to be knowledgeable, take the time to attend a Board meeting or two. The Annual Membership meeting is May 4th, Monday in Ukiah-- location TBA.  Draw your own conclusions. Be especially attentive to how the nominations for the Executive Committee of Officers are chosen.                                                    Sheila Dawn Tracy
  
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