KCBS Bylaws question re:Marketing Contract

If I remember right wasn’t there something in the same minutes from that meeting talking about a decision to be made on him resigning? Doesn’t change the fact that the contract was awarded while he was still president, but may have something to do with it? Awful fishy though.

ewatts2003 said:

If I remember right wasn’t there something in the same minutes from that meeting talking about a decision to be made on him resigning? Doesn’t change the fact that the contract was awarded while he was still president, but may have something to do with it? Awful fishy though.

Click to expand...

The board discussed the look and expected backlash of doing what we feel is the best for KCBS and agreed that the 2019 board can decide at the February planning session if Randall would stay on the board in a non-executive committee position or would be asked to resign.

Click to expand...

The question isn't if he should resign, but why hasn't he resigned already. Leaving it to the next board to decide is a chicken-s*&t way out.

Jousting Pigs said:

The question isn't if he should resign, but why hasn't he resigned already. Leaving it to the next board to decide is a chicken-s*&t way out.

Click to expand...

Totally agree with that statement. I am a fairly new KCBS member and never really paid attention to the board meetings/minutes until a lot of this was brought to attention. There's definitely some changes that could be made and hopefully the new board members can right the ship.

You probably won't get a response anytime soon. Due to some of the actions of the extremely professional and knowledgeable board members they have basically been given a gag order by their attorneys due to the threat of possible litigation.



Yes, there's sarcasm in that if you didn't catch it.

I emailed this morning and received a response from a BOD member and was told the KCBS legal team feels they can defend the position according to the bylaws.

As I said in my response, "Just because something is legal, doesn't mean it is ethical."

Jousting Pigs said:

I emailed this morning and received a response from a BOD member and was told the KCBS legal team feels they can defend the position according to the bylaws.

As I said in my response, "Just because something is legal, doesn't mean it is ethical."

Click to expand...

KCBS legal team is too spineless to tell the people presently signing their checks what they should/shouldn't be doing to best represent the organization (and membership). KCBS legal team is likely aware that their services will no longer be required after February 2019, and want to 'rack up' (their words) bills as long as humanly possible.

There is so much wrong with this situation on many levels. It really saddens me to see what has been allowed to occur with an organization I once cared about.

In my opinion, the lot of 'em have lost sight of what a BOD is, and what a BOD member's responsibilities should be. As the KCBS has grown, as in may non-profit groups and associations, there is this crossover between the BOD BEING the people who actually run the organization as unpaid volunteers, to a board who's responsibility is to over see the paid hired staff who run the organization. The KCBS seems to be sitting right in the middle of the spectrum, but as a BOD member, IMHO, you should not be on the board, and accepting money for services provided. That is not an arms length transaction, and you are failing your duty as BOD member to provide your oversight that the membership depends on, and instead are tending to your own self interests. BOD members should be looking out for the interests of the membership as a whole, not dividing up the pie amongst a cadre of BOD members. If you have to fill out one of those disclosure forms, you probably should not be on the board going forward.

As to the "net income inuring to...," in accounting parlance, net income is income less the expenses of the organization. So in other words what's left over. So no one can take a distribution or dividend in cash or property from what is left over. That is probably the technicality that they are standing on. But as I said above, if you have a contract with the KCBS, you should not also be on the board as it reeks of favoritism, and a less than thorough process of vetting the vendors when a contracts has gone out for bid.

Jousting Pigs said:

I emailed this morning and received a response from a BOD member and was told the KCBS legal team feels they can defend the position according to the bylaws.

As I said in my response, "Just because something is legal, doesn't mean it is ethical."

Click to expand...

I had a discussion with a board member last week, and that was not the gist of what I took away from it. Litigation wasn't really a topic during that discussion. Based on that discussion I do not expect Mr. Bowman to continue to serve on the board, but do anticipate him representing KCBS to potential sponsors. It's entirely possible that things have changed since then.

Jorge said:

I had a discussion with a board member last week, and that was not the gist of what I took away from it. Litigation wasn't really a topic during that discussion. Based on that discussion I do not expect Mr. Bowman to continue to serve on the board, but do anticipate him representing KCBS to potential sponsors. It's entirely possible that things have changed since then.

Click to expand...

I didn't take it as litigation was expected but the BOD are using it as an excuse to justify their vote and quell dissent. Even after further discussion with the board member the timing is still suspect to me. The marketing agreement could have been postponed until the new board was seated. Instead it appears the board pushed this vote through before a less favorable BOD was elected to vote the contract down.

First log in to your KCBS account, and then click the below link



https://www.kcbs.us/announcement_agendas.php

So is this just saying they want a CEO and candidates will later be determined or is this to actually put someone in as a CEO? Also I'm not 100% up on everything but what properties are being sold?

DoctorCueNC said:

So is this just saying they want a CEO and candidates will later be determined or is this to actually put someone in as a CEO? Also I'm not 100% up on everything but what properties are being sold?

Click to expand...

The property at 11514 Hickman Mills Drive was the old KCBS HQ. They moved in September/October 2016 to 2519 Madison Avenue. See the KC Star Link here: https://www.kansascity.com/living/food-drink/article115644338.html

I understand selling the Hickman Mills Drive property, but I can't understand why they want to sell the new property, which was purchased in 2015, based on my research.

October 2015 Board Minutes said:

Strategic Planning Committee

Bill Capstack: Our committee members are Bill Capstack (Chairman), Paul Kirk, Mark Simmons, Dennis Polson, Bruce Bubacz, Joe Otto, Mike Peters (President) and Carolyn Wells (Executive Director)

Our Committee met on September 21, 2015 and October 5, 2015.

• Permanent Home for KCBS:

The contract has been signed and the due diligence inspections are being accomplished

Click to expand...

DUBBAGA said:

First log in to your KCBS account, and then click the below link



https://www.kcbs.us/announcement_agendas.php

Click to expand...

How did you find that? It's certainly not on the front page of the KCBS site, and I'd question whether or not it meets the legal requirements for public notice.

DoctorCueNC said:

So is this just saying they want a CEO and candidates will later be determined or is this to actually put someone in as a CEO? Also I'm not 100% up on everything but what properties are being sold?

Click to expand...

The way it reads to me is that the board is bringing up the items from the most recent special meeting, with an agenda written by counsel, and will in all likelihood approve them again. Or...there may be a surprise and an agenda item may not have to be voted on.

Either way, the world now has the call in number and code for the conference call. I'll probably dial in just to see if it has been changed

NoNotTheDuo said:

The property at 11514 Hickman Mills Drive was the old KCBS HQ. They moved in September/October 2016 to 2519 Madison Avenue. See the KC Star Link here: https://www.kansascity.com/living/food-drink/article115644338.html

I understand selling the Hickman Mills Drive property, but I can't understand why they want to sell the new property, which was purchased in 2015, based on my research.

Click to expand...

It's a money pit that never should have been purchased. KCBS doesn't occupy the entire building. The building has had ongoing maintenance/infrastructure issues, and KCBS has not been able to lease the remaining space to offset the cash bleed. <---short version with some inferences from reviewing the filed 990s and talking to a few people more knowledgeable than myself.

Jorge said:

How did you find that? It's certainly not on the front page of the KCBS site, and I'd question whether or not it meets the legal requirements for public notice.

Click to expand...

As this is a Special Board Meeting, the only notice requirements appear to be to the Board Members. The Notice was dated 1/9/19, which is within the 5 days requirement (which could be waived as well).


Although I have no issues calling out the KCBS BOD for failing to follow our own Bylaws (there are MANY instances of violations), I don't believe this to be one of them. But is it shifty to hide the notification to general membership where they did, absolutely !!

Jorge said:

How did you find that? It's certainly not on the front page of the KCBS site, and I'd question whether or not it meets the legal requirements for public notice.

Click to expand...

They buried it under agendas

Can you guys feel the collapse of Bbq as we know it?