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Board member quits in frustration

In early June 2009, Board Member Matt Adams resigned in protest of the lack of action by KDNA Board to hold Executive Director Maria Fernandez accountable for failure to provide information that the Board has requested, for not performing assigned tasks, and deliberately attempting to deceive the Board, "In my opinion this has led to near disastrous consequences on both a financial front and also on policy level within the organization," wrote Adams.

In reference to the current labor strike by KDNA union staff, Adams stated, "I can no longer tolerate such a cavalier and ignorant approach from the ED... toward staff members-workers who have demonstrated years and years of sacrifice and selfless commitment towards this organization… it is beyond ignorance and foolishness to overlook the value of our dedicated staff."

Adams stated that the problems have been caused in part and exacerbated by the fact that Board President Lobos is continually in meetings with Fernandez but the reason for their frequent meetings is never communicated to the rest of the Board.

Below is former NCEC Board Member Matt Adam's letter of resignation presented to the Board and media. (View as PDF)

I am writing this letter to announce my resignation from the Board of Directors for NCEC.

I am resigning for two primary reasons: First, as a board we have been unable to appropriately supervise our new Executive Director (ED), Maria Fernandez. This is primarily due to the fact that our ED has repeatedly failed to provide information that the Board has requested. When it has been clear that she is not providing us with the information that we need in order to supervise her work and when it has been clear that she is not complying with the tasks that have been assigned her by the Board, most of the Board has not been willing to hold her accountable. To the contrary, they have acted with antagonism towards those Board members who sought accountability.

This problem has been caused, in part, and exacerbated by the fact that the President of the Board is continually meeting with our ED in either formal Executive Committee meetings or informal meetings in which decisions are being made and vital information is exchanged, which is then never communicated to the rest of the Board. Countless times I have asked for minutes from Executive Committee meetings, repeatedly complained that while the Executive Committee may propose a plan of action, that proposal should be brought back to the Board as a whole for approval. But all requests and reminders have been made in vain. Instead, this organization has marched on for the last several months without any substantive review of the actions taken by our ED. In my opinion this has led to near disastrous consequences on both a financial front and also on policy level within the organization. I am simply unwilling to further participate as a Board member where I am not able to appropriately fulfill my supervisory role.

Second, I believe our ED and much of the Board have come to the conclusion that NCEC is better off without most of our committed, longtime staff. It is almost inevitable that with any contentious labor dispute people on both sides will be insulted, offenses given and taken. However, as members of the Board of Directors, our role is to rise above the hurt feelings and continue to guide the organization. The Board, management and union staff, must all work together to maintain and improve the work of NCEC. But it appears to me that early on, our ED made the decision that she does not want to work with much of our staff, and has since convinced most of the Board that the staff consists of people who are not genuinely working to make the organization better, but rather are only concerned about whether they can continue to be employed without making any changes.

This was particularly clear at the last Board meeting when Ms. Fernandez stated that she thought the strike presented the organization with a good opportunity to find new workers who will work better for NCEC. I can no longer tolerate such a cavalier and ignorant approach from the ED (and now adopted by a majority of the Board) toward the staff members--workers who have demonstrated years and years of sacrifice and selfless commitment towards this organization. We all have differences of opinion as to what NCEC should focus on to improve, and we have different approaches to resolve problems, but it is beyond arrogance and foolishness to overlook the value of our dedicated staff. Moreover, such disregard for the worker undermines one of the very missions of NCEC and its Radio KDNA, to support and empower the workers.
In addition, I would also note that I am deeply disturbed by the lack of transparency in the organization. While contentious labor disputes necessarily require a certain amount of discretion in dealing with negotiations, and a board must certainly maintain confidentiality on certain personnel matters, I think that both our ED and the Board have mistakenly accepted as a given that it must now insulate itself from the staff and different parts of the community. Indeed, the situation has deteriorated to such a point where the ED and Board members have accused me and any dissenting voices on the Board of having "leaked" conversations from board meetings. On the one hand, we could debate exactly what components of a board meeting are appropriately confidential. But we need not take on this discussion as I have maintained silence regarding our board meetings. Despite how strongly I have opposed many of the actions taken by the Board on a vote of the majority, I have loyally struggled along, attempting to work with my fellow board members to improve this organization. Because these efforts have been rejected by the Board and our ED, I now write to allow all those who are part of NCEC, the Board, management, union staff and the community to understand why I am no longer able to advocate for NCEC as a board member.

At our last Board meeting I expressed alarm at the fact that the Board had not been informed of extremely urgent information: namely, the union had initiated a proposal for the striking workers to return to work in exchange for a binding arbitration process which would determine the fate of our two discharged staff members. The initial proposal had been made a week before and yet we were not advised one word about the proposal. The last word we had from our ED was that the staff was just out picketing, causing problems in the news, and clearly not interested in good faith negotiations. Needless to say, many members of the Board were very concerned about the strike, and the fact that no end appeared in sight to any negotiated reconciliation. Indeed, during that week two other Board members wrote messages to the group urging us to move forward with negotiations.

Thus, I was very surprised to receive a phone call from the union's representative, Bob Koerner, inquiring as to why the Board had not yet given any response to the staff's proposal. Mr. Koerner informed me that they had offered the proposal, and then gone back and forth with our Executive Director, Maria Fernandez, and NCEC's new attorney, Mr. Muench, regarding the proposal. He said the union had agreed to even withdraw the Unfair Labor Practices complaints and submit to a free mediator and return to work if NCEC would agree to binding arbitration regarding whether the two employees were discharged with just cause. They no longer insisted that the two employees be immediately reinstated, but rather, would agreed to wait for the arbitrator's decision.

I did not know how to respond to this call from Mr. Koerner since I had not even been informed of any return to work proposals made on behalf of the union. I wrote an e-mail to the Board and Ms. Fernandez expressing my alarm and dismay that the Board had not been advised of this vital information regarding this crisis. In response, our ED wrote back that she had never received any proposal, and instead attempted to focus the question on why I was privy to information she did not know about. She further asked how often I communicated with the union representative.

To say I was mystified by this response is a severe understatement. Our ED was blatantly attempting to deceive Board members regarding a very important piece of information, or the union representative was lying about the supposed proposal and negotiations process. I promptly responded by e-mail to our ED and all Board members that I was not privy to any inside information, and had shared all content of my conversations with Mr. Koerner. More importantly, and back to the point at issue, I stated that I would follow up with Mr. Koerner to verify that indeed he had passed this information regarding the proposal on to Ms. Fernandez. I left a message with the union representative and he called me back stating that he would forward on the e-mail he sent to Ms. Fernandez with the written proposal, which he did. He also gave me the number of NCEC's new attorney (Mr. Muench), to call up to verify that indeed these negotiations had been taking place.
I called Mr. Muench and he did verify that there were negotiations in progress but stated that Ms. Fernandez was new to this type of thing and did not understand "the vocabulary." He further stated that that he thought we should wait till our next board meeting when he could present us with "all of the options." One of the options he did mention at that time was hiring temporary "replacement workers". But he said, he was just talking about options. It would be up to the Board to decide.

It was very clear at that point that Ms. Fernandez had blatantly attempted to deceive myself and other Board members who were unaware of these negotiations. It was an outrageous action. But after voicing this through another e-mail, and forwarding on the e-mail that Mr. Koerner had sent to Ms. Fernandez, Ms. Fernandez responded to me individually stating that it was not proper for me to be communicating with the union and that the NCEC attorney would follow up to respond. Mr. Muench responded in an e-mail that "in conclusion [Ms. Fernandez] had nothing concrete to report to the entire board and I was there when you advised the chair of current events."

These statements by Ms. Fernandez, and the attorney that she hired to represent NCEC are unacceptable, as they demonstrate a complete disregard for the supervising Board, to the point that they would attempt to justify a deceptive response meant to keep Board members in the dark. I can only guess at motivation, but I would presume they wanted first to set up their own plan to hire temporary replacement workers.

Even if Ms. Fernandez truly believed that she had not been sent a written proposal and that the negotiations up to that point had not offered any concrete proposal, it is incredible that she did not simply respond to a supervising board member's inquiry in a more straightforward manner, something like- "we have received a return to work offer but are in the middle of clarifying the terms and we will present the entire board with that information once we have it." Instead, she issued a flat denial of any information regarding a formal proposal and tried to shift the focus on what she thought was inappropriate interaction between Mr. Koerner and myself.

Sadly, the reaction from the Board was to simply abscond from any duty of holding Ms. Fernandez accountable for these egregious actions. Instead, they were all too willing to accept Ms. Fernandez' approach and focus instead on whether it was appropriate for any individual board members to have contact with the union.

We had already scheduled a meeting for the next day, Saturday May 30, to interview potential board members. An e-mail was sent out to start the meeting an extra half-hour early to discuss the news of this new proposal. At the meeting, the majority of the Board was vocal that we should not be involved in the negotiations, rather, this should be left up to the attorney.

Again, even if the rest of the Board felt that this was a matter that should best be left, at least initially, to Mr. Muench, it does not absolve the Board for failing to deal with the very clear fact that Ms. Fernandez had deliberately attempted to deceive the Board regarding whether she had received a return to work proposal from the union.
In that same meeting, our ED then proclaimed that the only right thing for me, as a Board member, to do would be to resign, given what she perceives as my attacks on her, and, she believes, my inappropriate communications with the staff/union. The ED also made clear that she had talked with several of the Board members and they had evidently discussed the actions of myself, and our other fellow board member, Becky Mares. Once again, from my perspective this clearly shows that the ED and many of my fellow board members utterly fail to understand the role of the Board. A board must be in a position to supervise, and when necessary, hold accountable our ED. But instead, our ED was calling for the removal of a supervising board member who sought to challenge actions she had taken. And perhaps more egregious, the majority of the Board was all too willing to sit back and give our ED the reins.

Despite the misguided motivations that led both the ED and another fellow board member to call for my removal at the last board meeting, I now agree that this is indeed the appropriate step for me to take at this time.

In order to supervise Ms. Fernandez, and hold her accountable for properly running the organization, the Board must be able to call for complete and unfiltered reports. We are not able to get this information from Ms. Fernandez, and the majority of the Board is at least implicitly supporting her refusal to provide the information that we have repeatedly called for. The Board has now gone further and made clear that it will support our ED despite her blatant attempts to deceive the Board members (at least those who were not secretly already privy to the information). Equally egregious, Ms. Fernandez has repeatedly met with the President of the Board, and based on these meetings, without providing any notice or communication to the complete Board, gone forward with actions that should have been reviewed by all of the Board.
These serious breaches, including refusals to comply with requests for information, have not been confined to labor issues.

As examples I note the following.

As noted, our ED's failure to provide information and perform tasks has not been limited to labor issues. Another matter of equal or greater importance has been severely neglected and our ED has refused to provide information on the subject. Since October, the Board has requested detailed financial reports from Ms. Fernandez, and detailed information regarding all funding sources she is seeking, including information on potential grants, copies of letters of inquiry and grant proposals. Yet none of this has been forthcoming. This willful failure completely eviscerates a board member's ability to provide financial supervision and oversight for the organization.

As a Board we have no idea where we are at as far as meeting the budgeted targets for revenues or expenses. What is unclear is whether this is a result of the ED herself not understanding the financial situation of the organization or whether she understands all too well and seeks to keep that information from the Board. Either possibility is equally damning. A healthy organization simply cannot allow an executive director to conceal this vital financial information from her supervising board.

This matter is especially relevant given the harsh economic reality we are currently facing. The ED already proposed, and the Board accepted, her plan to forego scheduled raises to staff this year because of lost revenue. Yet we were never provided specific information as to exactly which funds are below budget targets. Likewise, we were never provided information justifying a unilateral change in the budget increasing the traveling expenses. We were not informed what additional revenue source would cover this increase. The Board is simply not provided any information in which it can meaningfully evaluate the financial well-being of the organization.

The Board has repeatedly asked for increased efforts to raise more funds, primarily through grant proposals. Yet, despite repeated assurances from Ms. Fernandez that much work has been done on this front, we have received no concrete information regarding such efforts. From the start, our new ED has not provided the information to demonstrate that she is a good financial manager. Indeed, in our last evaluation, we decided that we needed to extend the ED's probation precisely because of her failure to direct her efforts at fundraising and her failure to focus on the financial well-being of this organization. The Board laid down strict requirements that we be regularly updated about all targeted grants, and that we be advised of all efforts being made to increase revenues. Despite this, we have not received any additional information regarding targeted grants, let alone copies of grant proposals submitted. Instead, the ED ultimately advised that she was going to bring on someone part-time who has expertise in this area.

This is particularly troubling since she claimed to have this expertise when we first hired her. She repeatedly assured the Board that there were additional funds out there, and she knew how to go after them. Yet from the moment she came on, all she has provided are excuses as to why she has been unable to begin working to seek additional sources of revenue. For example, she repeatedly claims that NCEC is a mess, and our website first needs to be updated before she can even begin to go out and look for money. In nine months she has been unable to demonstrate any concrete work directed toward raising revenue. I am afraid this is simply another case of an emperor who has no clothes, and unfortunately, the majority of the Board is refusing to accept what should be in plain view for all to see.

I hope for the sake of NCEC that I am wrong, and that in the end Ms. Fernandez does demonstrate herself to be very skillful at pursuing new sources of revenue. But at this point, as a Board, we have all seen how she has not only failed to go after new funds, but has also failed to even modestly attempt to comply with the Board's requests that she keep us updated on the financial status of the organization and efforts to raise funds. Again, this completely undermines any serious effort at trying to provide oversight and accountability. It is something that I am no longer willing to tolerate.
In January, shortly after our ED announced that she had hired an attorney, Kevan Montoya, to represent NCEC in the labor negotiations, the Board requested that Ms. Fernandez forward on all communications between the ED and NCEC's attorney. This was partly in response to the fact that many of the Board members, including myself, were not even informed that NCEC had decided to hire an attorney, let alone that it had gone ahead and retained a particular attorney to deal with labor issues that were starting to emerge. The request was also made in order to ensure that the Board members were intimately familiar with the ongoing and upcoming negotiations with the union. As I repeatedly noted at different meetings, as Board members we have a fiduciary responsibility to the organization and a duty to oversee the ED. Ultimately, it is the Board that is responsible for signing on to any contract established for our staff with the union.

Despite repeated requests for these communications to be shared with the Board, we never obtained copies of any original correspondence retaining the attorney, we never received copies of any retainer, and we were not updated on future correspondence. Shortly after Ms. Fernandez was instructed to provide Board members with all copies of the correspondence, she sent three or four emails between her and the lawyer within that week, but thereafter she did not follow up with any more correspondence-nor did she provide the earlier correspondence documenting how the attorney was retained and what were the initial objectives laid out with regards to address the worker's organizing.

It was unclear if Ms. Fernandez was flatly refusing to abide by the mandates of her supervising board, or if she had been told by persons in the executive committee that she only needed to advise them of certain matters. Either way, her refusals were met with apparent indifference from most of the Board, which did not object when Ms. Fernandez failed to abide by conditions set at Board meetings.

Several months later, our ED announced at a board meeting that she had met with another attorney, Mr. Muench, who had been recommended by the newest Board member. We asked why she was considering changing attorneys but never received any specific information. At one point she talked as if the second attorney would be hired in addition to the other attorney. We asked that she keep us informed on her discussions with Mr. Muench and let us know if she decided to make a change. Once again, no information was passed along to the Board. We were never informed when NCEC discharged Mr. Montoya, nor why she instead opted to hire a new attorney, Mr. Muench.

Likewise, we were never provided the NLRB decision which clarified that three of the staff members, including the receptionist, would be part of the bargaining unit. Again, this is despite the fact that at the Board meeting we specifically requested that Ms. Fernandez send out a copy of that decision.

Finally, I would like to return to the criticism leveled against me for my support of the staff. It is ironic that our ED and other Board members attempted to paint my communications with our staff members as inappropriate. In my opinion, one of Ms. Fernandez' failings from the start has been her inability to communicate and work with staff. While certainly any transition period is difficult, and there are bound to be disagreements over changes and stylistic differences of new leadership, I would hope that for many of these very same reasons our new ED would seek out the advice and expertise of our most established employees. Sadly, that did not occur. And as the communication broke down, so did the increased levels of mistrust and lack of unity within the organization.

I know that many people feel hurt by the insults that have been hurled back and forth, but this should not provide us with an excuse to ignore our responsibilities and surge blindly forward. This has now led to almost catastrophic results where all sides of the organization are pitted against one another. I feel I am no longer able to play a constructive role in attempting to repair our organization and help it move forward. Accordingly, I hereby resign.

Clearly the majority of the Board believes that Ms. Fernandez is capable of directing the organization to move forward. For the sake of NCEC I hope they are right, and that I am mistaken. But I urge the Board members to move forward in a responsible manner; support both NCEC and your ED by insisting that she provide the information required in order for you to appropriately hold her accountable. Only in this way will she have a chance of successfully directing the organization that we all deeply care about.

Matt Adams

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