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The Open Session January 29, 2010 starts at 5 pm Eastern Time (4 pm Central Time, 2pm Pacific Time). The Open meeting on Saturday will start at approximately 9 AM and on Sunday it will start at approximately 11 AM Eastern Time. There will be 1 hour lunch and dinner breaks at 1 pm and 6 pm on Saturday, and 1 pm on Sunday, unless otherwise decided.)

AGENDA

I. Call to Order and Opening Business.

a. Roll Call / Establish Quorum. Establish time keeper- . (2 Min.)

Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence; AL Present-Arrived Late.

KPFA - Berk., Ca.: KPFK – L.A., Ca.: KPFT – Houston, Tx.: WBAI - N.Y., N.Y.:

Shahram Aghamir Summer Reese George Reiter Nia Bediako

Tracy Rosenberg Shawn O’Brian Richard Uzzell Alex Steinberg

Andrea Turner Leslie Radford Alberto Luera Kathy Davis

Joseph Wanzala Ricco Ross Bill Crosier Jennifer Jaeger

WPFW – Wash. D.C.: AFFILIATES: Staff & Counsel:

Alonzo Brown Jim Bennett Arlene Engelhardt, ED

Kimory Orendoff Efia Nwangaza LaVarn Williams, CFO

Marcel Reid Ricardo De Anda, Gen. Counsel

Campbell Johnson Ahmad Anderson, iHR Director

2. Election of Chair Pro Tem
3. Election of Officers
4. Agenda Approval (3 Min)
5. Minutes (5 Min)

II. Acknowledgements (5 Min.)

III. Executive Director Report (20 Min.)

IV. CFO Report (15 Min.)

V. 8.30 PM ET Time Certain - Public Comment (30 Min.)

Saturday, January 30, 2010

Open Session begins at 9:00 AM ET

VI. PNB Committee Elections

VII. Written Reports from: the Interim HR Director Ahmad Anderson, Affiliates Director Ursula Rudenberg, and Technical Director Jon Almeleh (25 Min.)

VIII. Report from Pacifica Archives Director Brian Deshazor (30 Minutes)

IX. Report from Grigsby Hubbard, WPFW interim GM (1 hour)

X. Written Reports from our other General Managers (30 Min.)

XI. 3:00 PM ET Time Certain - Public Comment (30 Min.)

XII. Committees and Working Groups Reports and Motions:

ACTIONS/REPORTS:

1. Governance Committee (40 Min.)
2. Coordinating Committee (5 Min.)
3. Finance Committee (30 Min.)

(a) Review of First Quarter Financials

4. Personnel Committee (2 Min.)
5. Affiliates Task Force (2 Min.)
6. Archives Task Force (5 Min.)
7. Audit Committee (10 Min.)
8. Programming Committee (5 Min.)
9. Election Committee (40 Min.)
10. Committee on Racism, Sexism and Other Forms of Discrimination (5 Min.)
11. Strategic Planning Task Force (5 Min.)

A. Governance Committee Motions:

Motion on Recalcitrant LSBs from the Governance Committee (followed by substitute motions put forward by Leslie Radford and Susan Young)

Motion: (George Reiter) "At the request of the Chair of the PNB, and
upon presentation of specific policies or directives that the chair
declares an LSB is refusing to follow, the PNB, after hearing from the
directors of a station that is said to be refusing to implement PNB
policy or directives, shall be entitled, by a majority vote of the
remaining directors, to deny voting rights to the directors from that
station until such time as the policy or directives are followed. These
voting rights shall be reinstated upon certification by the chair that
the policies or directives are being followed, or by a vote of the PNB
when presented with a request from the affected LSB to do so, stating
that they are now in compliance. Such vote shall be taken as a first
order of business in any meeting to which the request is made." (Passed
without objection)

I believe I will add: "and declaration by the Chair that reasonable
attempts to obtain compliance have failed, " after "follow," in the
third line, before I introduce it.
George

"In the instance that an LSB does not undertake an action mandated by the PNB, the PNB may undertake the following progressive steps to resolution:

1) The PNB should form a committee to investigate the situation, and if the situation is found to be that the LSB is operating outside of the Mission and Bylaws of Pacifica, the PNB may issue a letter to the LSB requesting compliance, with a reasonable deadline, which may be the same as the deadline attached to the action, if desired.

2) If the LSB does not meet that deadline, the PNB may authorize that LSB's director delegation to mediate any impediments to reaching compliance, and the PNB may impose a deadline to complete the mediation if desired.

3) If the mediation is unsuccessful, the directors from the noncompliant LSB may be authorized to complete the PNB directive on behalf of their LSB to bring about compliance."

--Leslie Radford

MOTION: Non-recognition of a Local Station Board.

The Pacifica National Board may pass a resolution of non-recognition declaring a Local Station Board to not be a part of Pacifica Foundation’s governance and its acts to be void, including the election of Directors that may occur at the time of this finding, and denying to that Local Station Board the use of Pacifica resources and access to Pacifica private information. A determination of non-recognition can only be made by: (A) 55% vote of all Directors; (B) a written finding that the seating of Delegates to that station board is not proper; and (C) following written notice of this finding to Local Station Board members whose seating is deemed valid by the Pacifica National Board and a fifteen-day opportunity to cure the improper seating. The non-recognition will be terminated upon the vote of 55% of Directors that the proper seating has been accomplished.

Comments: This is my effort to wrap a resolution around Ricardo’s musings. I have also suggested written grounds, procedure and vote (55% to declare or release the declaration of non-recognition). Note that Directors are not seated when they are the subject of the resolution of non-recognition but are not removed pursuant to this non-recognition resolution subsequent to their valid seating (except as provided in the bylaws).

Community Advisory Boards

The Pacifica Foundation is a current Corporation for Public Broadcasting grantee. The Communications Act of 1934, 47 U.S.C. 396, et seq., dictates requirements for Community Advisory Boards (“CABs") for Public Broadcasting grantees (see http://www.cpb.org/stations/certification/cert3.html and http://www.cpb.org/stations/certification/cpb_certification_req.pdf for a more detailed discussion). “Each station is encouraged to fashion its own maximum involvement of the community beyond the minimum requirements. It is the CPB’s position that only through enthusiastic and vigorous efforts can the intent of the Congress, as reflected in the law, be fully realized.”

Resolution re Pacifica Community Advisory Boards:-

Be it resolved that the LSB’s as committees of the Pacifica National Board shall form Community Advisory Boards (“CABs”) pursuant to this resolution. LSBs should consult the CPB guidelines for further guidance on related matters not directly addressed in this resolution:

The station management shall produce a document stating programming goals for the station and submit it to the CAB for review no later than May of each year. The CAB shall also conduct a community needs assessment (“CNA”).

The CAB will prepare a report, based on the CNA, advising the governing body of the station on whether the programming and other policies of the station are meeting the specialized educational and cultural needs of the communities served by the station and whether the station is meeting its programming goals. This report and the CNA shall be presented to the LSB no later than October of each year.

The LSB and CAB should coordinate their schedules to ensure that the CAB members, or designated representatives from that body, may present this report to the LSB, and discuss its findings, during a regularly scheduled or special meeting of the LSB.

Each LSB may delegate other responsibilities to the advisory board to assist the governing board or station personnel. However, the law states: "In no case shall the [community advisory board] have any authority to exercise any control over the daily management or operation of the station."

General Managers, as non-voting members of the LSBs, may work with the LSBs on the implementation of this resolution. In addition, the General Manager will act as the liason between the CAB and the station and will make available such resources to the CAB as are reasonably necessary in order for the CAB to carry out its duties.

All compliance documentation submitted to the CPB shall be made available for inspection at each station and at the Pacifica national office. The CAB’s schedule of meetings, meeting minutes, and the names and short biographies of the CAB members shall be posted on the station website.

The CAB of each station shall comprise minimum of 4 members and a maximum of 24 members. Nominations to the CAB are invited from community groups, educational and cultural institutions, past and present CAB members, LSBs and individual candidates. Individuals may also self-nominate. The LSB makes its appointments to the CAB from the group of nominees using the single transferable vote (“STV”) preferential voting system, for a term of three years. CAB members may serve no more than two (2) consecutive three-year terms. CAB members need not be members of the Pacifica Foundation. LSB members may not serve on the CAB.

This policy will go into effect in February 2010 and the LSB’s shall ensure that new CABs are in place by May of 2010 All current CAB members may remain on the board while new members are added under this new Pacifica policy. Current CAB members shall be subject to the same term limit restrictions as new members. Stations are encouraged to develop materials on their websites to educate community members about the purpose and role of the CABs. See for example: http://kpft.wordpress.com/2009/02/14/kpft-wants-members-of-cab-pc-huh/

(see http://www.wgbh.org/about/cab_factsheet.cfm for CAB nomination form exemplar)

National Events and Outreach
I propose that we put in place the means of moving quickly to broadcast network wide progressive events of national interest, such as the rally for single payer health care in DC last July, and the national protests of the war in Afghanistan that is coming up in March. I am thinking of live broadcasts, simultaneously on all five stations and as many affiliates as are willing to carry them. Perhaps two hours in duration, live speeches, commentary and background. These events typically involve at least several progressive organizations, who can be asked and expected to promote the broadcasts to their membership, many of whom will not have heard of Pacifica. The signals on the affiliates will also bring an awareness of Pacifica to audiences we can’t reach otherwise who can access our regular programming on the internet if they choose. The location could be anywhere we have the facilities to broadcast from, but I would expect DC to be a primary source, and we should put the resources in there to make this routinely possible . George Reiter

Motion on Funding Disclosure Passed 5-4 no abstentions.

All programmers, program providers, collectives, and/or independent
production companies who have a program at any station of the Pacifica
Network and which recieve outside (i.e. non-Pacifica) funding from any
source in excess of $5000 per year for the production of their program
will be asked to disclose to the GM of their respective station the source of that
funding, the amounts of money received or promised, and any contractural
or grant agreements related to that funding for that current year. The
GM shall forthwith report that information to the Pacifica Executive
Director who shall hold such information in trust as a public record.

Any programmer, program provider, program collective and/or independent
production company whose program is syndicated or shared by more than
one Pacifica station and who receives outside funding from any source in
excess of $5000 per year for the production of their program will be asked to
disclose to the Pacifica ED the source of that funding, the amounts of
money received or promised and any contractual or grant agreements
related to that funding for that current year. The ED shall hold that
information in trust as a public record.

In the case of a programmer whose outside funding is in excess of
$25,000 for the current year, such disclosure should be for a period of
not less than three years prior to the date of the passage of this
motion by the Pacifica National Board, provided they have been a
programmer or program provider for that period.

Any waiver to this requirement must have the written consent of the GM
of the respective station, and the ratification of that consent by the
respective LSB, such as in the case of a purchased or syndicated program
where compliance is not practical, or the written consent of the ED and
the ratification of that consent by the PNB when appropriate in the case
of a program aired on more than one Pacifica station.

Closed Session begins at 7 pm ET (tentative)

Closed Session to discuss confidential legal and personnel matters.

Sunday, January 31, 2009

Closed Session begins at 9:00 AM ET

XIII. Other confidential legal and personnel matters.

XIV. Confidential Report by Auditor Tony Pohl (10.00 AM time certain)

Open Session begins at 11:00 AM ET

Non-confidential portion of Report by Auditor Tony Pohl (11.00 AM time certain)

XV. Unfinished Business:

Motion by Ross (on behalf of KPFK LSB) to ensure the collaborative processes enshrined in National Programming Policy passed by the KPFK Local Station Board without objection: We urge the PNB to ensure compliance with the letter and spirit of the collaborative process between governance and management throughout the network ‘in the development of any new regular program or long-term series that is produced nationally;” and further, which mandates that nay such proposals “shall be brought to the PNB Programming Committee for review to assure that both network and local needs are met.” (5 Min.)

Motion by Radford (on behalf of KPFK LSB) to initiate discussion on re-structuring and the recruitment and training of volunteer programmers passed by the KPFK Local Station Board without objection 4/21/09: In light of the current financial crisis and the Pacifica networks’ identify as community radio, and to conform specifically with Article 5.0 (New Voices) of the National Program Policy adopted in 2006, the KPFK LSB submits the following motion to the PNB: In accordance with Article 5.0 of the National Program Policy, which calls on stations to train current a new volunteers in order to bring new voices to the air, every station shall initiate discussions regarding the role of paid producers and volunteer staff and initiate programs to recruit and train community volunteer programmers. (5 Min.)

The following substitute wording was agreed on by the KPFK LSB: That working groups be created at every station to initiate discussions on re-structuring, especially the role of paid producers and volunteer staff and to initiate training for programming by community volunteers.

Passed by KPFK LSB 9-19-09 8-7-?

Motion by Wanzala: Resolved that LSBs, GMs and PDs present the reports requested in the motion passed by the PNB on April 27, 2009 regarding the bylaws provision of collaborative programming decision making no later than August 30, 2009. (5 Min.)

Motion by Radford: I would like to request 50 minutes on the agenda for this and subsequent in-person meetings and the 25 minutes on the agenda of one meeting of the PNB per month for reports from five committees we never formally hear from: the Local Station Boards.

Until the financial crunch, the PNB brought all the LSB Chairs and station managers to the in-person meetings. Since we stopped that practice, we only hear from the LSBs through their directors when there is a crisis. At our LSB meetings, the directors routinely report back, and maybe that is happening at other stations. But there is no open and regular conduit for communication from the LSBs to the PNB. I think we should honor the work of the LSBs with time to receive and acknowledge their labor and ideas for Pacifica.

XVI. New Business

Create a Committee for Conflict Resolution within the PNB – Ricco Ross (10 Min.)

XVII. Adjournment 2.00 PM.

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