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Date: Sun, Jun 23, 2013 at 10:17 PM
Subject: KBOO Agenda Item To Remove Board President For Mis-Use of Funds.
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After KBOO's last Board election last September, KBOO's Board President had some serious concerns and, without the required authorization from the Board, contacted Sussman Shanks to request he be faxed confidential and privileged information which he had no right to ask for, or to have. I have 3rd party information (and am waiting on written confirmation) that a lawyer at firm stated that the Board President has violated attorney/client privilege by acting without the Board's authorization.
The Board President made no effort to ask for Board authorization. If he had, he would have learned that the Executive Director had already discussed the matter the Board President was concerned about had already been discussed with a lawyer at the firm and she had been advised to do nothing. Instead, the Board President, acting on his own, obtained confidential, privileged information, without authorization, and presented it to the Board. The Board, wisely, took no action on the Board President's concerns.Acting on the concerns of almost half of the Board about the actions of the Board President, the Board's Governance Committee looked into this matter and found that as well as acting without authorization, the Board President mis-used KBOO Foundation funds by spending them unnecessarily. A report to this effect was presented to the board in closed session at a prior meeting, to allow the Board to fully discuss the circumstances behind the Board President improperly obtaining privileged and confidential information. However, this is an official report to the Board from a Board committee, discussed in open sessions of the Committee and part of the public record of those Committee meetings. It contains no confidential information. It will be presented at an open session of the Board and made a part of the legal record of the corporation, as required by state law. The Board President has directed Board members to not release this already public report to anyone. I've informed him that there will be no cover-up of his mis-use of KBOO funds. The report is attached.The Board President has repeatedly said in his defense that KBOO has money in the budget for legal fees. That is true. However, these funds are not his to spend without Board authorization. Also, the budget has no money allocated for wasteful spending.
There is a motion of the agenda of the KBOO Board meeting on Monday to require the Board President to repay the amount he caused KBOO to be billed without authorization and unnecessarily. I now have 3rd party information (and am waiting on written confirmation) that as a result, the Board President once again contacted Sussman Shanks and requested they fax him a copy of what KBOO was billed for his use of the firms time. The lawyer at the firm is reported to have been puzzled by this request, as KBOO has already been billed and the information can be had by asking the Executive Director, Lynn Fitch. Ms. Fitch has stated the amount billed to KBOO due to the Board President's unauthorized actions totaled $1500.Had the firm had responded to the Board President's request for a copy of this bill, KBOO would incurred additional charges -- another wasteful and unauthorized expenditure. For these reason, I will move that the Board President be removed from the Board for his repeated violations of Board policy and his mis-use of KBOO funds.The KBOO Board meeting is at 6pm on Monday June 24th. Normally held at KBOO, the meeting will be held this month at the Jupiter Hotel at 800 E. Burnside, in the Dream Box room.
A Report To the Board of Directors of the KBOO Foundation
From the Governance Committee:
Hadrian Micciche - Chair
Matthew Bristow - Secretary
April 22, 2013
In the matter of the Board President's unauthorized spending of KBOO funds for legal fees, the Board authorized the payment of these bills, in order to satisfy the auditors. However the Board has not, to our knowledge, made any inquiry or determination whether the Board President brought harm to the Foundation by his una uthorized spending. The GovComm is aware of the concerns of several members of the Board who are not aware of any such inquiry or determination. Looking to the official record of the Board, our minutes, we can find no information on this question.
The Board of Directors of the KBOO Foundation would be derelict in its duty of oversight if we did not ask, and did not have answered this basic question: "Was money wasted by the Board President in his unauthorized use of the time of KBOO's lawyers?" We would not be acting with care if we did not have entered into the legal record, our minutes, the fact that we asked for, and did receive an answer to this question from the person in the position to make such a determination, the Executive Director.
The GovCom asked the Executive Director if she would be willing to provide to the Board a written response to the following questions. Here is her response.
1. Would you have authorized the Board President to incur these bills, had you been asked?
ED: I would not have asked the Board President to contact legal counsel in September 2012 and incur the legal expenses which KBOO was invoiced for during that month.
2. Was there wasteful spending by the Board President?
ED: Yes, the issues in question were not an emergency, were reactive and fear-based and could have been avoided by being more patient and prudent. and, if so,
3. How did this wasteful spending harm the Foundation?
ED: These unnecessary legal expenses have had a serious negative impact on our already tight budget for FY13.
The Executive Director also stated: "I am happy to provide any emails I have which substantiate my comments. The legal costs I am commenting on happened before the EAS situation in October.
We ask that these questions and the Executive Directors response be entered into our legal record, the minutes of the KBOO Board.
The issue now before the Board is whether the serious negative impact on our budget has caused harm to the Foundation at a level meriting the removal of the Board President from the Board, for cause. The GovComm recommends that the Board also request that research be done to see if it is possible and warranted to seek reimbursement from the Board President for this wasteful unauthorized spending.
So.....Conser doesn't think he's done anything wrong, but at the same time doesn't want anyone to know about it.
Sounds like business as usual at the Inner Party!!!!!
A note to "leakers": try to tell us what info should and shouldn't be released. Otherwise we err on caution. FYI
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