Most recent statement from the legitimate CKLN Board of Directors

M E M O R A N D U M
10 July 2008

What’s happening at CKLN? What’s not happening at CKLN?

This is a statement from the Board of Directors of CKLN. We hope that it sheds light on what’s happening at CKLN. We encourage you to contact us for any additional information that will help you to be informed (see contact information at the end of this statement).

The essence of the situation is this:

In February, 2008, members voted to remove the non-student members of the Board of Directors and to dismiss the Station Manager and Program Director. This was done carefully and in accordance with CKLN’s By-laws. Subsequently, two community members, two volunteer members and a core staff member were elected to the Board, in accordance with the By-laws, in every respect.

The Board members and senior managers who were removed/dismissed have refused to leave and are taking actions they have no right to take. With a huge impact on CKLN.

Background

CKLN’s mission statement, which has been guiding CKLN for 20 years, is a remarkably progressive statement. CKLN has a history of continually striving to reach the ambitious goals outlined in its mission statement. Doing so has not been without conflict: CKLN has had a history of conflict, often messy. That is hardly surprising. The attempt to achieve a just and harmonious society where people who are and have been marginalized in Canadian society makes for conflict, even within the people in communities that CKLN has admirably spoken for. It is particularly admirable that CKLN has ensured that the voices of working people; poor people; people of colour; people with disabilities; lesbians, gays, bisexual, transgendered and two-spirited people are heard IN THEIR OWN VOICES.

We will answer the following seven questions in this statement:

1. Are there two Boards of Directors?

No. There is only one Board. Members of CKLN had become very concerned that the recent direction of the station is inconsistent with its proud history. In February, 2008, members voted to remove the non-student members of the Board of Directors from the Board. At the same meeting, they also voted to dismiss the Station Manager and Program Director, both of whom are automatically members of the Board of Directors, through CKLN’s By-laws. That vote was held at a Special Meeting that was called and conducted in accordance with the By-laws, in every respect.The subsequent election of two community members, two volunteer members and a core staff member to the Board were also conducted in accordance with the By-laws, in every respect. We have a document that outlines the process of removal, dismissal and subsequent elections. We are happy to share it with anyone. We’re happy to answer questions about this document. We’re happy to provide information so that people can draw their own conclusions.

Assertion that the February meeting was invalid: The non-student members who were removed from the Board have asserted that the process of their removal was invalid. They also assert that the subsequent elections of new non-student members is also invalid. We stand by the position that their saying so does not make it so. Assertion is not proof. Clearly, they have a vested interest in making the assertion.

Where is the legal opinion? The non-student members of the Board have also said that they - not the Board, but they themselves - received a ‘legal opinion on the process used to call the “Special Meeting” as well as the reasons stated as “just cause” for removing certain Board members and the management staff.’ We have asked for that opinion. We have not received it. Counsel for CKLN is Paula Boutis, of Iler Campbell. She has refused to give us a copy of the legal opinion. Furthermore, she says she is ‘not obligated or permitted to provide us with [the] opinion’.

In our opinion - and that of other lawyers we have informally consulted - she is not acting for the Corporation in taking the stance she has.

"CKLN’s paid staff made the members vote to remove/dismiss" - former Board members say: As you may know, the former Board members have put a statement on the CKLN website. It implies that, because of paid staff instigation of the Special Meeting in February, the meeting was invalid. We reject that idea. Even if we were to accept that the Special Meeting was inappropriately initiated by paid staff, we believe that it is insulting to the intelligence of the members who voted at that meeting that, after open, free and lengthy discussion of the issues, they were manipulated into voting to remove non-student members and dismiss management staff. This can be resolved simply: Some time ago, we made a simple proposal to resolve this: that we receive a copy of the legal opinion to which the removed Board members refer; that, after our review of the opinion, Ms Boutis facilitate a meeting with the removed Board members and ourselves, with a view to resolution of the dispute and in the best interests of CKLN. Not only did Ms Boutis refuse this proposal, she told us not to contact her again.

We have a very simple view of all this. On the basis of every single factual piece of information we have, we are the Board. If we receive information from Ms Boutis that clearly and persuasively outlines why we aren’t, we can and will simply fold our tents and leave. Ms Boutis wants an unnecessary and expensive resolution. Why? Ms Boutis wants us to go through the expense of taking the matter to court. This is patently ridiculous. She could save expense and unnecessary conflict by GIVING US THE OPINION and making clear that she gave the opinion to the Board, not some members (who are not free of a conflict of interest in this matter). One of the student members has already confirmed that she has never seen the opinion. We continue to actively try to resolve this. If necessary, we will go to court, but only as a last resort. We do not want to burden CKLN with unnecessary expenses. Based on all the information we have, we are confident that, in court, we would be confirmed as the Board. We have no idea why Ms Boutis is taking the position she’s taking.

2. What is the Union’s position in this?

We are the employer, in our opinion. The negotiations with CUPE should be with us. We have advised the Union to that effect. We believe that CUPE Local 1281 took the correct position when it decided that it would not continue negotiating this first contract until CUPE was clear as to who the employer was. That seems to be a prudent position for CUPE to take and not ‘bargaining in bad faith’, as the former Board members interpret CUPE’s position.

3. Did anyone associated with us steal CKLN funds?

There is a rumour that a volunteer has stolen CKLN funds. Our response to this rumour is simple and clear: No one we know has stolen anything; not a dime.We do know this. Since we are not able to get access to the station as legitimate Board members, we have to act prudently. When we learn of funds that are due CKLN, we have taken a simple position. We will hold them -and not touch them - until the dispute is resolved. We cannot and will not put funds in the hands of persons who, in our opinion, have no right to spend those funds. Period. End of story.

4. Is it true that the new Board doesn’t care about volunteers?

The Board is not responsible for - and should not take responsibility for- direct supervision of volunteer programming staff. That’s the job of the Station Manager and Program Director. However, we are responsible for ensuring - through supervision of the Station Manager and Program Director - that there is an environment at CKLN for volunteers to produce programming consistent with the mission. That there is an environment of fair play and natural justice. It is bad enough that dismissed senior staff are acting as though they still have authority to manage. It is even worse that their behaviour - in its result - is neither fair nor just. Dismissing volunteers in a manner that appears, at least, to be capricious and arbitrary is unacceptable. It is particularly problematic that at the same time as Prime Minister Harper - not a person who enjoys a widespread reputation for advocacy of marginalized peoples - apologized to First Nations peoples for the harm caused to them by their abuse in federally-financed residential schools, that CKLN either removed the one First Nations woman from her show or made conditions such that she had to leave. We are very concerned to ensure that CKLN remains true to its mission.Volunteers are key to that. They always have been. We want that to continue.

5. Where are the student members of the Board in all of this?

The By-law stipulates that there are four student members of the Board. In addition, the Ryerson Students’ Union (RSU) also appoints a member to the Board. The RSU position is presently vacant. It is apparent to us that student member involvement in Board meetings in the past has been, at best, inconsistent. It seems that, at least recently, there hasn’t been active reaching out to student members to ensure their consistent involvement. We want to change that. We have had conversations with three of the student board members. One has resigned. One has stated an intention to resign; she is out of the country. One has participated in one of our meetings and told us that her work schedule is erratic and makes it difficult for her to commit to meetings. She has subsequently said that she wants not to be involved until the dispute is settled. It has become clear to us that there may bean incomplete understanding by student members of their responsibility as Board members. Accordingly, we have decided that we will ensure a full orientation of student members as to their responsibilities. In addition, we have set up four task forces, one of which is to ensure that we have engagement of students in CKLN and that they can actively influence its direction. We are committed to making student involvement be full and not token. In the meantime, we take the position that the duly elected student members are members of the Board.

6. What about this Annual Staff and Volunteer meeting on July 16th?

We have heard about the meeting. In our opinion, it is not legitimate called; the people who called it have no authority to do so. Decisions taken at it are invalid, in our opinion.We will be writing a memo to the former Board members, including the former senior management staff, stating that their actions are not legitimate and that any decisions that flow from that meeting are invalid. Note that, even if it were called by people who authority to do so, the By-laws clearly state who can attend CKLN meetings: volunteers, staff, students and community members may attend. The By-laws do not allow anyone to pick and choose who can attend. We also urge anyone who attends that meeting to ask the following questions: Why is this meeting legitimate?On the basis of whose opinion? Is there a legal opinion on that? If so, to whom was the legal opinion given? What does it say?

7. What is CKLN’s future direction?

We are passionately committed to CKLN’s mission. Its vision for a just society is a vision worth working for. We intend to ensure that CKLN is accountable, diverse and transparent. We will create the conditions to ensure that paid and volunteer staff, supporters and listeners, and Ryerson students can rely on CKLN to be responsive to them. We acknowledge that conflict is inevitable and valuable; it helps us to move forward. We will make sure that we have processes in place to resolve conflicts that arise, as they arise. We believe that we can be true to our mission and be successful. We are determined that CKLN will be.

Where can you get more information? We post Board meeting agendas publicly. Board meetings are open to members. We make time available to members to give us information at our Board meetings. We invite feedback. We are always willing to respond to questions from members. Here is who we are and how you can contact us:

Conrad Collaco (Vice Chair; former Core Staff Representative) -Conrad.Collaco@cbc.ca
Heather Douglas (Treasurer; Volunteer Staff Representative) -hdouglas02@yahoo.ca
Geoff MacDonald (Secretary; Community Member Representative) -gmacdonald@riseup.net
Arnold Minors (Chair; Community Member Representative) -ArnoldMinors@sympatico.ca
Ron Nelson (Volunteer Staff Representative) - ronnelson@bellnet.ca