Directors not present:
Samuel Kiteka, Vicki Santa

Also present:
Pacifica officers - Dan Coughlin -Executive Director(ED), Lonnie Hicks Chief Financial Officer(CFO)
LSB chairs - Bertold Reimers [WBAI], NA Jim Brown [WPFW], Riva Enteen [KPFA], Don White [KPFK], Mike Martin[KPFT]. David Horne - Pacifica Attorney.
Station Managers - Ron Pinchback [WPFW], Jim Bennett [KPFA], Eva Georgia [KPFK], Duane Bradley [KPFT], Don Rojas [WBAI].

All times EDT

3:45pm PNB Chair Marty Durlan convenes meeting.

Reviews agenda and meeting procedures.

Agenda:
1) Chair reviews agenda, states purpose of this special meeting and gives background, and explains meeting procedures
2) Presentations from ED, CFO, station managers and LSB chairs regarding document requests
3) Discussion and responses from PNB members
4) Vote on operating policy regarding documents
5) Executive session to discuss board liability insurance policy
6) Adjourn

 

1) Chair comments: [the following from written memo read by chair]

PURPOSE OF SPECIAL MEETING: to develop a documents policy that is reasonable, takes into account the legal rights of all parties, and allows us to move forward. Do not forget this is a temporary operating policy, and we will revisit this at our regular board meeting in June.

BACKGROUND: Conflict between directors and national staff concerning the rights of directors, and the practical and legal liability issues of supplying documents. Same conflict mirrored by delegates to LSBs and station staffs.

Legal opinion by Kevin Finck and David Horne is that PNB members have strong and broad right to documents, for the purpose of carrying out their duties. We do not have the right to publish, or to "bandy about" certain types of info: personnel info, pending or threatened litigation, specific donor info, arbitron info.

It is also the opinion of the lawyers that salary info should be made available to PNB members.

They also say that, both from a business and liability perspective, it makes sense to encourage persons associated with the foundation to work through appropriate channels. Second, with regard to members of the national board, although the foundation can recommend a procedure and standards for information requests, directors have a legal right to request information apart from any such procedures. Accordingly, the staff is not entitled to resist an information request from a director on the grounds that the director failed to follow the preferred request procedure (although the board is entitled to question a director regarding failure to follow any foundation policy).

The memo by Kevin Finck goes into detail about the rights of Directors vs. Delegates, who have no more rights than members of the organization, but whose duties require them to have access to certain types of documents. The decision about which documents should be released to delegates rests with the Pacifica National Board.

There will be comments from ED, CFO and GMs and then discussion amongst the directors. Then policy proposals will be read.

 

2) Presentations from ED, CFO, station managers and LSB chairs

Executive director Dan Coughlin - Thanks board for meeting. Four areas of concern: volume of request; station staff and unions concerned about privacy issues of workers and members; 2 national board members have threatened lawsuits; and growing adversarial relation between some directors and staff.

Chief Financial Officer Lonnie Hicks - 3 areas of concern: whether directors information access rights are absolute; litigation - we are under threat of litigation over information acquisition and its expensive; and need to form 3 committees to deal with: staff issues, board conduct - with possible sanctions, and information issues.

Station General Manager statements:
- Jim Bennett, KPFA - Reads letter [see appendix] from union person that protests behavior of some KPFA LSB members with regard to KPFA staff.
- Duane Bradley, KPFT - Reads very large information request at KPFT from KPFT LSB member.
- Eva Georgia, KPFK - Reads from statement [see appendix] from Administrative council [committee of ED, CFO, GMs and PRA]
- Don Rojas, WBAI - continues administrative council statement.
- Ron Pinchback, WPFW - Speaks is support of boards and staff working collaboratively and moving Pacifica forward.

Local Station Board Chairs
Riva Enteen, KPFA, Don White, KPFK , Mike Martin, KPFT, Bertold Reimers, WBAI make comments. Remind all that the LSBs have real legal responsibilities and that information is essential for proper execution of duties. Requests having fallen within these needs and management have been largely cooperative.

 

3) Discussion and responses from PNB members
There is support for setting up a structured process for document/information requests. Disagreement that board is trying to micromanage - much of the problems with past boards/management due to lack of information, openness. Better staff/board communication, more trust, patience and healing needed. CA law and the Pacifica bylaws are clear that directors have an absolute right to all foundation information.

 

4) Vote on operating policy regarding documents
Discussion of how to present 6 proposals…

Chair Durlin Reads proposals:

Ambrose Lane Proposal:

Resolved: that all requests for information access shall be submitted BY COMMITTEE CHAIRS to the Executive Director THROUGH the Pacifica Board Chair; that all such requests by PNB members shall be submitted DIRECTLY to the Executive Director; that responses to ALL such requests shall be made within a "reasonable time" frame, reasonable to be defined by the PNB; and that ALL requests that are determined by legal counsel to be "sensitive" shall be referred to the PNB for resolution.

Roles and Rationale:The Executive Director is hired to PROTECT, ENHANCE, AND MANAGE the resources of the corporation; the Board of Directors COLLECTIVELY OVERSEES the protection, enhancement and management of the corporation; the Board CHAIR manages that OVERSIGHT through the Board-established committee chairs and the chairs of the LSBs, since the LSBs are simply Board committees.

It is my opinion that we do not need to do other than use our current logical system to get this job done. If there are blockages that are not acting with integrity to get this done, all we have to do COLLECTIVELY is to remove any such blockage.

Spooner Proposal:

Resolved:
That all Directors requests for information shall be submitted DIRECTLY to the Executive Director; that all National Board Committee requests for information shall be submitted BY COMMITTEE CHAIRS to the Executive Director; that all Local Station Board requests shall be submitted by the LSB Chair to the station General Manager; that all LSB Committee requests shall be submitted by the LSB Committee Chair to the station General Manager; and that responses to ALL such requests shall be made within five days, or if more time is needed, the requesting party shall be notified within five days that more time is needed; and that ANY request for information that the Executive Director or General Manager believes might be legally restricted shall be forwarded by the Executive Director to Pacificas legal counsel for advice, and that Pacificas legal counsel shall discuss the request with the requesting party, and if Pacificas legal counsel believes there is a legal basis for withholding the information requested, the matter shall be decided by the PNB.

5:11pm (EDT) Santa leaves meeting

Adelson Proposal:

1) Proposed communication policy for Directors:
Resolved:
That the Coordinating Committee shall meet biweekly, by telephone conference call, to coordinate Directors’ and other requests made during the preceding two weeks.

That any Director(s) in need of documents or information from Foundation Management personnel shall inform their local representative to the Coordinating Committee in writing via email.

That three days prior to the biweekly Coordinating Committee meeting, each Coordinating Committee member will aggregate all requests received in the preceding two weeks from their local signal area Directors, and will post these to the entire PNB.

The Chair of the Coordinating Committee shall assemble an agenda such that all items received are considered by the Coordinating Committee during its meeting, and shall post that agenda, along with all requests received, to the PNB at least 24 hours in advance of the Coordinating Committee meeting. All portions of the agenda that do not relate to confidential matters shall also be posted publicly at that time. In the event that some items involve confidential matters, the agenda shall include a portion that shall be held in closed session.

The biweekly meeting of the Coordinating Committee shall be held via telephone conference call and in compliance with all meeting requirements regarding public access.

During its biweekly meeting, the Coordinating Committee will determine a timeframe for response to each request, and will establish who will be responsible for responding to the request. In general, it is expected that requests of information to be provided by management personnel will be assigned to the Executive Director to delegate to other personnel as appropriate.

In the event that the timeframe set by the Coordinating Committee for response to a request is unacceptable to the Director(s) making the request, the Director(s) may directly make the request of the Executive Director, specifying the timeframe in which the documentation is needed, and copying the PNB with the request via email.

If the Executive Director believes that the information request falls within the narrowly restricted range of requests which may legally be denied, s/he must submit the request to the Foundation counsel to provide an opinion on whether the information request may legally be denied. Foundation counsel shall speak with the requesting director concerning the request prior to providing his/her opinion. If Foundation counsel indicates that the request may not be denied, the Executive Director shall make arrangements with the requesting Director(s) to provide access to the needed documentation, copying the PNB with these communications. If Foundation counsel indicates that grounds exist for denying the request, then any further consideration of whether to meet the request must come before the full PNB at a regular or special meeting of the Board.

All decisions of the Coordinating Committee are subject to review and approval or reversal by the PNB.

At each regular meeting of the PNB, the Coordinating Committee report shall include a listing of all requests considered, including the dates on which they were considered, the dates agreed to for fulfillment of requests, and the actual dates of fulfillment of requests.

Upon adoption, this policy shall be communicated to all Directors, Delegates, management personnel, and staff.

2) Proposed communication policy for Local Station Boards:

Information requests from Local Station Boards shall be made to either local station management or to the Executive Director or CFO, as appropriate. These requests shall come via the LSB chair or the relevant LSB Committee or Subcommittee Chair, and shall be approved by the LSB or the relevant Committee or Subcommittee prior to being made.

Such requests shall also be communicated to the local National Coordinating Committee representative in writing via email, to be included for informational purposes in the list of information requests made of management personnel. The list of such requests shall be reported during the biweekly Coordinating Committee conference call.

In the event the information is not provided in a timely manner, or in the event of a difference of opinion between management and the LSB, Committee, or Subcommittee about the appropriateness of the request, the manager and/or the Chair of the LSB, Committee, or Sub-committee shall submit the request in writing via email to the local National Coordinating Committee representative. During its biweekly meeting, the Coordinating Committee will determine a timeframe for response to each request, and will establish who will be responsible for responding to the request.

At each regular meeting of the PNB, the Coordinating Committee report shall include a listing of all requests considered, including the dates on which they were considered, the dates agreed to for fulfillment of requests, and the actual dates of fulfillment of requests.

Hicks proposal:

To form 3 committees to deal with: staff issues; board conduct - with possible sanctions; and information issues.

Roberts proposal:

No one will be able to deny an information request.
- Requests for confidential information to be accompanied by signed non-disclosure agreement.
- LSB requests by handled by committee chairs. Conflicts referred to ED, then PNB Coordinating Committee
- PNB requests to go through PNB Chair to ED, conflicts referred to PNB Coordinating Committee then attorney if necessary

Coughlin Proposal:

Coughlin withdraws proposal [see appendix] as issues are covered in other proposals.

Discussion of details and merits of proposals...

MOTION by Spooner to adopt Adelson proposal in order to handle information requests until the June 2004 PNB meeting. Seconded by Adelson.

Discussion of the Spooner motion and Adelson proposed policy.

5:27pm (EDT) Director Lane joins meeting.

Question called

Adelson - y
Allen - y
Cooper - y
Kolhatkar - y
Laforest - y
Lane y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren - y

18 yes, 1 no
Debate ends.

VOTE on Adelson proposal

Adelson - y
Allen - a
Cooper - n
Kolhatkar - y
Laforest - y
Lane n
Maldonado - y
Manning - y
Olusagun - n
Randhawa - n
Roberts - n
Rodriguez - y
Sanders - y
Schroell - y
Shakir - n
Shields - y
Spooner - y
Walker - n
Warren - n

10 yes, 8 no, 1 abstain
Adelson proposal PASSES

5:49pm Director Roberts, LSB chairs and others leave meeting

Next PNB Coordinating Committee meeting time set tentatively for Tues., May 4th, 3:30pm (EDT)

BEGIN EXECUTIVE SESSION - minutes in separate document

Submitted by, Roger Manning, Secretary, Pacifica Board of Directors

Approved by the Board of Directors on June 4, 2004.

 

---

APPENDIX

1) Legal advice memo from Kevin Finck - Not posted here due to Attorney-Client privilege.

 

2) Letter read by Jim Bennett, KPFA GM

From: William B Harvey
To: Jim Bennett
CC: Dan Coughlin, Valerie Reyna
Subject: Improper behavior by local board members
Date: Tue, 27 Apr 2004 16:44:56 -0700

Dear Jim,

I am writing to protest in the strongest possible terms the behavior of some members of the new local station board toward KPFA staff, members of CWA Local 9415.

In the past few weeks there has been a series of intolerable incidents:
-- A board member singled out individual staff, pointing her finger at them, and publicly telling them whom she liked and whom she did not;
-- Another board member called staff "brainwashed", claimed they had "a slave mentality", and defamed the CWA by branding us a "bosses union";
-- Staff have been yelled at and sworn at ("ruled your ass out of order", "thats some stupid shit") in public meetings, dismissed as irrelevant, denounced as "entrenched" and interested only in preserving their jobs.

These incidents amount to a pattern of mistreatment and harassment of staff by some members of the board and have created intolerable working conditions for union members. As General Manager of KPFA it is your job to insure a safe working environment in which staff can perform their job duties free from hostile interference by management. Thus I am writing to demand that you curb this abusive behavior.

Each of the incidents I have cited is documented and was witnessed. We are considering filing a formal grievance in this matter. We are also exploring other options should this behavior continue.

Once again, the abuse of KPFA staff and union members by some members of the local station board must be brought to a halt immediately.

Sincerely,
William B Harvey
Secretary-Treasurer
CWA Local 9415

 

3) Memo From Administrative Council - read by Georgia and Rojas

Dear Directors of the PNB,

Earlier this year, Pacifica reached a significant milestone in its 55-year history with the successful, network-wide election of listener and staff representatives to the five local station boards and to the National Board. These historic elections represented a major victory for media democracy in the United States. Many committed media activists who had struggled to save Pacifica from corporate take-over were elected to the boards and they have brought new energy and vitality to the network.

However, in their eagerness and enthusiasm to rectify the wrongs of the past and to carry out their duties and responsibilities as directors and delegates, many members of the LSBs have exhibited a tendency and some have even articulated a desire to micromanage local station operations.

Over the past few weeks the management and staffs at all five stations have been bombarded with demands and requests for a wide-range of station information and for reports to the various committees that have been established by the LSBs. Some board members are calling for investigations into alleged malfeasance. Others are threatening legal action. These demands and threats have generated a confrontational and adversarial tone that does not bode well for harmonious board/staff relations.

Many staff members feel besieged and intimidated. As one staffer at WBAI put it half-jokingly, "we feel like we are the Falluja of Pacifica". Our jobs are being threatened. Management is being asked to report regularly to a Management Evaluation Committee even though the bylaws merely call for an annual, written evaluation of the general manager and the program director. The working conditions for both management and staff are intolerable. If this situation is not brought under control quickly we fear that it could escalate into a public relations disaster for the Network on the eve of our Spring fund drives and could further exacerbate already declining staff morale.

What is needed is a set of protocols that govern communications between staff and boards, but more importantly, we need to replace the climate of confrontation and mistrust with one of collaboration, collegiality and mutual respect throughout the Pacifica Network, an organization that is publicly identified as a defender of peace, social justice and workers rights.

While we support and recognize the governing boards rights of access to station information, many of the requests that we have received to date, especially in the areas of confidential personnel information and donor data, if complied with will expose both this board and senior staff at the Foundation to serious legal liability. All information that does not carry legal risk, however, will be made available once the communications protocols have been set up.

Over the course of our careers, some of us have had the opportunity to work in senior executive positions for major non-profits like the NAACP and the National Urban League and not once did we find the need to complain about micromanagement by the boards of these organizations. It was understood and respected by all that the board sets policies and strategic directions and the staff manages the day-to-day operations of the organization in accordance with their job descriptions.

Finally, as members of the Administrative Council of this network we urge the board to support the proposal for establishing three working committees representing all the stakeholders of Pacifica to address the growing crisis as put forward by the CFO. We also wish to take this opportunity to reaffirm our commitment to work cooperatively with the LSBs and with the PNB in the weeks and months ahead. Like you, we also are dedicated to enhancing democracy and transparency throughout Pacifica and we will continue to employ our skills and energy to growing and strengthening this network as a force for peace, justice and fairness in America and in the world.

Thanks for the opportunity to address this special meeting of the Pacifica National Board.

 

4) Coughlin proposal:

Pacifica Foundation Proposed Communications Flow and Policy

Via Email and Mail

Policy/Guidelines

Communication between Pacifica Foundation staff and its Board of Directors, or individual Directors on strategic issues, shall be conducted from:
*Staff to General Managers
*General Managers to Executive Director, and
*Executive Director to Board Committee and/or full Board

Staff to PNB Information Flow and Procedure
1. The Pacifica Foundation staff may communicate directly with Directors in connection with Pacifica Foundation business:
a. At the express invitation of the Board
b. At the express invitation of the Executive Director and
c. In an extraordinary circumstance where there is not practicable alternative and significant injury to persons, loss of property or possible criminal activity might otherwise result.

Day-to-day interaction among all groups is encouraged.

2. A staff member wishing to address the Board may make a request in advance through his/her Department Head or the Executive Directors office. The request will be reviewed to assess appropriateness and ensure compliance with policy.

3. If a staff member calls a Board member to discuss a strategic or personnel issue, the staff member should be encouraged to work with his/her manager or to notify the Executive Director, if he/she has an issue with working through his/her manager.

4. Day to day interaction among all groups is encouraged. This policy applies to strategic, personnel and confidential issues or those issues related to a job description/performance.

PNB to Staff Information Flow and Procedure

1. Information requests from directors and delegates shall have a legitimate policy intent and be the product of a functioning committee where committee members have reviewed such requests before forwarding to the Executive Director for referral to staff.

2. The committee of record and the Chair must sign off on all director and delegate information requests for their reasonableness and policy intent.

3. All requests shall abide by the rules identified in the State of Californias Corporation Code Section 5210-5215.

4. Special information requests shall be made available to all committee or Board members at the same time. Where the special information requests involve privacy or rules of confidentially, each board member must understand how important it is to abide by such requirements. Violations of confidentiality shall be subject to sanctions up to and including dismissal from the Board of Directors.

5. If a Board member contacts a staff member to discuss a strategic, confidential or personnel issues, the director should be encouraged to work with his/her Board committee and to go through the Executive Director. The point here is that staff can be confused as to who is their supervisor in situations where board members directly discuss, or try to provide direction to, staff members. This creates a liability of confused supervision and blurs the lines of accountability.

Overall Communications Flow Chart

Individuals at each level of the organization are empowered to make decisions that fall within their job description without outside interference. The following reporting structures are strongly recommended:

Executive Director - Communicate directly with Board Officers, Board Committees, LSBs, and/or Full Board of Directors as the case may be, resolving strategic, personnel, and confidential issues.

General Managers -- Communicate directly with Executive Director to resolve strategic, personnel and confidential issues. Would discuss strategic issues with Board of Directors based on a recommendation by Executive Director.

Staff -- Communicates directly with General Manager to resolve strategic, confidential, and personnel issues. Would discuss strategic issues with the Executive Director based on a recommendation by General Manager or union representative. Always best to resolve issues directly with the manager or managers in question.

Please Note: The above recommendations are regarding strategic, confidential and personnel issues only. Day-to-day interaction among all groups is encouraged.

In order for the above communication flow to be successful, it is critical that we support it from all sides (i.e., if a staff member calls a board member to discuss a strategic issue, the staff member should be encouraged to work through their manager or to notify the Executive Director if they have an issue with working through the manager).

Definitions

A strategic issue is one involving collective action and/or recommendations by the Board around policy or policy direction for the network, the Board, or station management. Where significant policy differences occur over these kinds of strategic issues, all attempts be made to resolve them. However, the intent of this policy recommendation is that where a decision has been reached at any or all of the three levels, i.e., staff, management, Board, each manager, staff or board member must support the will of the majority with dissenting opinions, of course, recognized.

Confidential issues are ones that relate to an employees health, legal status, sexual orientation, gender preference, race, age, nationality etc. It also includes legal, employee, donor, privacy-related, and Pacifica proprietary information, including specific kinds of financial, vendor and banking information.

Personnel information refers to those employment items some of which are mentioned above under confidential but also include employee job performance and evaluation information, salaries, conditions of hire, occupation-related illness, legal and immigration status, domestic information of various kinds, marital status, social security numbers, and other employee data and identifiers.

ED Communication Responsibilities to the PNB:
Proposed Policy

With respect to providing information to the Pacifica National Board, the Executive Director may not permit the board to be uninformed on matters that significantly affect Pacifica Foundation. Accordingly, he/she may not:

1. Neglect to submit monitoring data required by the Board in a timely, accurate and understandable fashion, directly addressing the provisions of the Board policies being monitored.

2. Let the Board be unaware of relevant trends, anticipated litigation or material external and internal changes.

3. Fail to advise the Board if, in the Executive Directors opinion, the Board is not in compliance with its policies on Board operating, Board staff relationship and/or Board-Executive Director relationships.

4. Fail to marshal for the Board as many staff and external points of view, issues and options needed for informed Board choices.

5. Present information or give advice to the Board in unnecessarily complex or lengthy form, with significant gaps in materiality, timeliness, completeness or accuracy.

6. Fail to provide a mechanism for official Board, officer or committee communications.

7. Fail to deal with the Board as a whole with regards to strategic and policy issues.

Directors not present: Samuel Kiteka

Also present:
Lonnie Hicks Chief Financial Officer(CFO)

Meeting held via teleconference. Webcast and archived at kpftx.org

3:37 pm Quorum present. Chair Durlin convenes meeting. Minutes taken by secretary Manning.

Chair states reason for Special meeting - to consider funding 2 items for upcoming PNB meeting in Houston June 3- 6.

MOTION by Shields:
Resolved:
That Pacifica will pay air fare and lodging for Friday and Saturday nights (June 4 and 5) for the four LSB Chairs from KPFA, KPFA, WBAI and WPFW so that they can attend the board retreat on Friday and the board meeting on Saturday and Sunday in Houston, Texas.

Discussion.

Question Called
Adelson - n
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - n
Lane - y
Maldonado -
Manning - n
Olusagun - n
Randhawa - n
Roberts - y
Rodriguez - n
Santa - y
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren - y

Motion to end debate FAILS yes10, no 8

Amendment to Shields Motion by Spooner that if chairs cannot make it to the Houston meeting, they appoint or LSB vice chair or secretary

Adelson - y
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - a
Lane - a
Maldonado -
Manning - y
Olusagun - a
Randhawa - y
Roberts - y
Rodriguez - y
Santa - y
Sanders - y
Schroell -y
Shakir - y
Shields - y
Spooner - y
Walker - y
Warren -y

Spooner amendment to Shields Motion PASSES yes 14 , no 1

VOTE on Shields MOTION

Adelson - y
Allen - a
Cooper - y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - n
Lane - n
Maldonado -
Manning - y
Olusagun - y
Randhawa - n
Roberts - n
Rodriguez - y
Santa - y
Sanders - y
Schroell - y
Shakir - a
Shields - y
Spooner - y
Walker -
Warren - y

Shields motion PASSES yes 12 , no 4

MOTION by Shields: the Pacifica foundation with hire Casey McFall. and will pay up to $3000 and airfare and lodging

Question called

Adelson - y
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar - n
Laforest - n
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - n
Roberts - y
Rodriguez - y
Santa - y
Sanders - y
Schroell - y
Shakir - n
Shields - y
Spooner - n
Walker - n
Warren - n

Motion to end debate FAILS 11 yes, 8 no

Discussion continues.

Question called:
Adelson - n
Allen - n
Cooper - n
Durlin -
Kiteka - n
Kolhatkar - y
Laforest - n
Lane - n
Maldonado -
Manning - n
Olusagun - n
Randhawa - n
Roberts - n
Rodriguez - n
Santa - n
Sanders - n
Schroell - n
Shakir - n
Shields - n
Spooner - n
Walker - n
Warren - y

Motion to end debate FAILS yes 2, no 18

Discussion continues.

MOTION to amend by Sanders for Houston directors to consider facilitator recommendation from Shakir of person in Houston , if not chosen, McFall will be hired for upto $3000.

MOTION by Adelson lay Shields Motion on the table. withdrawn.

Discussion. Clarification. Sanders motion:
A: authorizes up to 3000 for a facilitator ( plus travel if needed)
B: direct the Houston directors to contact Faheem Hameed in Houston to determine his availability and suitability, and fee
C: Houston directors will determine which facilitator will be hired, with PNB chair breaking a tie.

Question called on Sanders amendment.

Vote on Sanders amendment:
Adelson - n
Allen - y
Cooper - y
Durlin -
Kiteka - n
Kolhatkar - y
Laforest - n
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Santa - y
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - a
Warren - y

Sanders motion to amend PASSES 16 yes, 3 no

Substitute MOTION by Adelson to lay Shields Motion on the table. withdrawn.

Vote on Shields motion as amended:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka - n
Kolhatkar - a
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Santa - y
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren - n

Shields motion as amended PASSES 16 yes, 3 no

Directors request that information be distributed.

6:16pm eastern - Meeting adjourned by the chair, call terminated

Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
Approved by the Board of Directors on October 1, 2004.

Also present as officers of the Pacifica Foundation:
Dan Coughlin -Executive Director(ED), Lonnie Hicks Chief Financial Officer(CFO)

Meeting convened by PNB Chair, Marty Durlin.
Minutes take by PNB Secretary Roger Manning

The full meeting was webcast by www.kpftx.org

 

AGENDA

Friday, June 4
6:30pm convene
1. Meeting convened by PNB Chair, Marty Durlin :10
2. Approve agenda :20
3. Approve previous meeting minutes :15
4. RESOLUTION: Scriveners Error :05
5. Public Comment, Part 1 - Comments limited to two minutes per person. :60
10 minute break
6. Committee Reports, Part 1:
- Finance Committee Report & Treasurers Report from Chair Mark Roberts :15
7. RESOLUTIONS :65
- Resolution on WBAI bank signing/Resolution on Schwab (5 minutes)
- Resolution on legal consultations by board members and LSB delegates (30 minutes)
- Resolution on salary disclosure (30 minutes)
9:50 pm - Adjourn for the evening

Saturday, June 5

9:00 am - Meeting reconvenes
8. Committee Reports, part 2:
- Coordinating Committee Report by Marty Durlin, Chair :05
- Elections Committee Report submitted by Carolyn Birden, Chair. RESOLUTIONS :35
- Governance Committee :05 (The governance committee has not been convened; Chair will appoint another convenor.)
- Technical Committee Report by Dave Adelson, Chair :10
- Programming Committee :05
(The programming committee has not been convened; Chair will appoint another convenor.)
- Audit Committee Report :10
- Committees of Inclusion Report :10
9. Report from Executive Director Dan Coughlin, including information on First Voices, FSRN, Pacificas elections programming, Pacifica World-Wide/Short-Wave and Internet Radio :35 Q&A 1:10
Lunch 1:15
10. Public Comment, Part 2 :60
11. Report from CFO, Lonnie Hicks :20 Q&A :30
10 minute break
12. Reports from Station Managers and Archives Director (10-minute reports, followed by 10 minutes of Q&A) 1:20
15 minute break
13. Reports from LSB chairs (5 minutes each, 10 minutes Q&A) 1:15
7 pm - Adjourn for the evening
9 pm - midnight - Solar Grooves live remote broadcast from Deans Credit Clothing

Sunday, June 6

14. 9:00am - convene Executive Session - Report on legal matters :60
Convene public session 10:00am
15. Public Comment, part 3 (2 minutes each, please) :45
16. Revisit documents policy. Continue with coordinating committee system? :15
15 minute break
17. RESOLUTION (Donna) : 15
18. Code of Conduct for Staff and PNB Discussion :15
19. FY05 Budget, Network Priorities - Discussion of presentations by CFO and ED 1:15
20. Discussion of next meeting time/place :15
21. Unfinished Business, New Business :15
1:30 pm – Adjourn

CONVENE - 6:40 pm
1. Meeting convened by PNB Chair, Marty Durlin

 

2. APPROVE AGENDA
Motion to approve agenda by Shields PASSES with no objections

 

3. APPROVE PREVIOUS MEETING MINUTES

MOTION by Spooner to approve minutes of April 28, 2004 Special PNB meeting

Motion to amend by Santa to enter "Santa not present" into minutes - no objection

Motion to amend by Spooner to amend "Vote on Spooner motion" to read "Vote on Adelson proposal"- No objection

April 28, 2004 minutes approved as amended without objection

MOTION by Spooner to to approve confidential minutes of March 14, 2004 executive session
Approved with no objection

MOTION by Spooner to minutes of Berkeley March 12-14 regular meeting with the understanding that spelling errors have been corrected and will part of the minutes that we are approving.
No objection

 

4. RESOLUTION: Scriveners Error

MOTION by Manning:
Be it resolved:
That in order to correct the scriveners error in the Pacifica Bylaws in ARTICLE EIGHT OTHER COMMITTEES OF THE BOARD OF DIRECTORS, SECTION 5. MEETINGS AND ACTIONS OF COMMITTEES as reported by the Pacifica legal council, the following:

"Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 of these Bylaws with such changes in the context of those sections as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined by resolution of the Board as well as the committee. "

Shall be changed to read:

"Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 6 of these Bylaws with such changes in the context of those sections as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined by resolution of the Board as well as the committee. "

And that published copies of the bylaws on the Pacifica websites and elsewhere be updated.

PASSES without objection

 

5. PUBLIC COMMENT, Part 1 - Comments limited to two minutes per person.
Comments from various Pacifica listeners, staff and LSB members. Ted Weisgal (KPFT) request his statement to be entered into the record [Appendix item 1]. No objection from the board.

MOTION by Allen to allow another 20 minutes of public comment.

SUBSTITUTE MOTION by Schroell to have additional public comment at end of evening if time.

Question called – passes
Schroell Motion PASSES

10 minute break [ waived ]

 

6. COMMITTEE REPORTS, Part 1:
Finance Committee Report & Treasurers Report from Committee Chair Mark Roberts
The Finance Committee in the process of gathering financial information and focuses on the FY05 budget. Work is going well. Is presenting some recommended resolutions to the PNB.

 

7. RESOLUTIONS

MOTION by Roberts:
In recognition of the absolute right of Directors to inspect Foundation records, as outlined in the by-laws, and with full acknowledgment of the fiduciary obligations of Directors to the Foundation, the Pacifica National Board hereby affirms the access privileges of Directors to all records, including sensitive personnel, head-count, and salary information, upon request. Information marked confidential will be treated accordingly.

Discussion follows. ED cautions PNB with regard to accessing personal employee information.

MOTION to amend by Adelson to amend the motion to instruct the ED to comply as soon as possible the information request regarding salary information that has been passed by the Finance committee

Point of order by Spooner to rule Adelson amendment out of order. Chair rules amendment out of order

MOTION by Laforest to table Roberts motion until obtaining further legal advice
4 yes, 16 no FAILS

MOTION to amend by Walker strike to “sensitive personnel” from the resolution

Question called – PASSES 16 yes, 2 no

MOTION to amend by Walker
14 yes, 6 no PASSES

Question called on Roberts motion - PASSES 18 yes

MOTION by Spooner for role call vote on main motion - PASSES with no objection

MOTION by Roberts as ammended:
In recognition of the absolute right of Directors to inspect Foundation records, as outlined in the by-laws, and with full acknowledgment of the fiduciary obligations of Directors to the Foundation, the Pacifica National Board hereby affirms the access privileges of Directors to all records, including, head-count, and salary information, upon request. Information marked confidential will be treated accordingly.

Role call vote on Roberts motion:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -y
Kolhatkar - y
Laforest - n
Lane -y
Maldonado -y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez n
Santa - y
Sanders - y
Schroell -y
Shakir - y
Shields - y
Spooner - y
Walker - y
Warren –y

PASSES 19 yes, 2 no

Point of personal privilege by Executive Director. For the record, Executive Director Coughlin positively disavows the motion on behalf of the Executive Director and the Chief Financial Officer. But also on behalf of the staff, the board has spoken on this issue and while we have had disagreements on it, on behalf of the senior staff and staff throughout the network that they will fully comply with this resolution and completely respect the wishes of the board. It is very important for the future of the foundation, that that even though there has been disagreement on some of these issues, once the board has spoken that the staff fully comply and implement the boards resolution. The board will have the full support of the staff in the implementation of this resolution

MOTION by Roberts:
In recognition of the by-law requirements for Local Station Board (LSB) approval of local station budgets, and in deference to the sensitive nature of salary information, the Pacifica National Board hereby authorizes the Treasurer of each LSB to have access, as per their membership on the National Finance Committee, to all salary and head-count information for their respective local stations. However, when preparing a salary and head-count report for their local finance committees and the Local Station Board, the Treasurer WILL NOT disclose the exact salary figures for any employees, but rather will include a range of no more than $7000 (i.e., a salary of $31,000 will be listed as $27,500-$34,500). Names of individual employees will not be included in any report, and all positions will be identified by title.

MOTION to Amend by Randhawa that “will not disclose” be changed to “shall not disclose” and "names of individual employees will not" be changed to " names of individual employees shall not"
PASSES with no objection

MOTION to Amend by Adelson to lower range reference from $7000 to $3000

Offer to withdraw motion – out of order as the motion has been seconded. Discussion follows.

Point of order by Manning that discussion is straying from motion to amend. Discussion continues.

Question called – PASSES

Motion to amend by Adelson PASSES 12 yes, 5 no

Question called - PASSES

Roberts motion as ammended:
In recognition of the by-law requirements for Local Station Board (LSB) approval of local station budgets, and in deference to the sensitive nature of salary information, the Pacifica National Board hereby authorizes the Treasurer of each LSB to have access, as per their membership on the National Finance Committee, to all salary and head-count information for their respective local stations. However, when preparing a salary and head-count report for their local finance committees and the Local Station Board, the Treasurer SHALL NOT disclose the exact salary figures for any employees, but rather will include a range of no more than $3000 (i.e., a salary of $31,000 will be listed as $29,500-$32,500). Names of individual employees shall not be included in any report, and all positions will be identified by title.

MOTION by Kiteka for role call vote on Roberts motion - PASSES 13 yes, 2 no

Vote on Roberts motion
Adelson -y
Allen - y
Cooper - y
Durlin -
Kiteka -n
Kolhatkar - y
Laforest - n
Lane -y
Maldonado -y
Manning - y
Olusagun - y
Randhawa - n
Roberts - y
Rodriguez - n
Santa - y
Sanders - y
Schroell -y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren - y

PASSES 16 yes, 5 no

MOTION by Roberts :
Before an annual budget for the Pacifica Foundation can be adopted by the Pacifica National Board, a majority vote recommending adoption must be passed by the National Finance Committee.

MOTION to amend by Spooner
Before an annual budget for the Pacifica Foundation can be adopted by the Pacifica National Board, it must receive a recommendation from the National Finance Committee either to approve or disapprove the budget.

Discussion.

SUBSTITUTE MOTION to Spooner Amendment by Olusagun that the National Finance Committee must submit its recommendation prior to the adoption of the annual budget for the Pacifica Foundation

question called - 18 yes, 2 no

Olusagun substitute motion PASSES 11 yes, 7 no

MOTION to amend by Olusagun that failing submission, the board may fulfill its fiduciary obligation… - Not seconded

MOTION by Adelson to table main motion as amended until next PNB regular meeting.

Discussion, clarification.

Point of order by Manning that the Olusagun substitute motion refers to Spooners motion to amend the main (Roberts) motion and that Adelsons motion to table applies to the main motion.
Chair rules that this is the case

MOTION to table by Adelson PASSES 11 yes, 8 no

 

7. RESOLUTIONS (continued)

Resolutions to approve WBAI bank signing authorization and Schwab share processing authorization

Executive director explains 2 documents to be approved.

Question called by Allen - PASSES 16 yes, 1 no

MOTION presented by the ED to approve that Schwab share transfer authorization shall be assigned to the ED and CFO
PASSES - 14 yes, none opposed

MOTION presented by the ED to approve WBAI Bank of New York check signing authorization to assigned to the ED, CF0, WBAI GM and WBAI Development director Denise Hayes
PASSES 18 yes, none opposed

MOTION by Kiteka for 15 minutes of additional public comment
PASSES 16 yes, 1 no

 

5. PUBLIC COMMENT (continued)
Comments from various Pacifica listeners, staff and LSB members. Willie Thompson (KPFA) request his statement to be entered into the record [appendix item 2]. No objection from the board.

MOTION by to adjourn - PASSES
9:50 pm - Adjourn for the evening

 

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SATURDAY, JUNE 5

9:10 am - Meeting reconvenes
Chair Durlin temporarily turns over chairing of meeting to Vice Chair Cooper

 

8. COMMITTEE REPORTS, PART 2:

Coordinating Committee Report by Marty Durlin, Chair
The Coordinating Committee has met 3 times and handled 5 information request par the approved policy.

MOTION by Cooper that the PNB Coordinating Committee take up the issue of logistics of distribution of notices and materials to be considered by directors
PASSES by no objection

Point of order by Walker that chair should entertain motions rather than make motions.
Accepted by presiding chair [Vice Chair Cooper].

Discussion on logistics of information dissemination from staff to board.

Elections Committee Report submitted by Kalonji T. Olusagun (for Carolyn Birden, Chair)
A report on the work of the committee resulting in resolutions and recommendations to the PNB for this meeting as was the charge of the committeee.

12 Resolutions from Elections Review committee read by Olusagun:

RESOLVED: That the Board of Directors adopts the following policies governing the conduct of Pacifica Delegate Elections:

1. That the National Elections Supervisor shall have full independent authority to supervise all aspects of the elections, and to direct national and station management and staff, as necessary, as well as the Local Elections Supervisors, to insure that fair elections are conducted in compliance with the requirements of the bylaws.

2. That the National Elections Supervisor shall designate a secure independent audit procedure to verify member database accuracy in compliance with the bylaws, and shall supervise the updating of the subscribers and donors lists, as well as the paid and unpaid staff lists, at each station, to ensure that the membership rolls meet the requirements of the bylaws. The Local Elections Supervisors and local station management and staff shall work under the direction of the National Elections Supervisor to ensure that the membership lists are as accurate and current as possible.

3. That we request of each station that at least once a year in any year in which there is an election, no later than July 31st, the station include an official request for address correction in a regular mailing.

4. That the policy of the Pacifica Foundation is that any unpaid staff "bargaining unit" organization or union that is "recognized" by the station management must include all volunteer/unpaid staff who have worked at least 30 hours in the previous 3 months on the production of any radio program produced for the station.

In computing unpaid staff production time, 9 hours of preparation time per person shall be computed for each hour of airtime.

A paid-staff employee of the station shall be the volunteer supervisor who will create and be responsible for written assignments for each volunteer, giving the date, time and location of the work done, and including the signature of the supervisor attesting to the work completed. Where programs are produced by a collective or group of persons, the collective or group must submit a roster of persons working on each program to the station manager and the unpaid staff organization as well as the supervisor of volunteers; these records may be validated by the Elections Supervisor in determining eligibility to vote as a "staff member."

5. That the National and Local Elections Supervisors contracts shall include a requirement that written reports be submitted to the National Board of Directors by the National Elections Supervisor and each Local Elections Supervisor at the conclusion of the elections concerning the conduct of the elections, and that they ship the ballots to the Pacifica national office for safekeeping at the conclusion of the elections.

6. That the election supervisors are directed to enforce the Fair Campaign Provisions in a timely manner, determining sanctions within a few days of infractions. In addition, when dealing with a serious infraction that the perpetrator knew, or should have known, was not allowed, it is better to err on the side of strictness, so as to discourage other would-be infringers. When dealing with minor or possibly inadvertent infractions, it is better to err on the side of leniency. When a complaint is filed, the Local Elections Supervisor should promptly notify the candidate, investigate the facts, render a decision, and notify all concerned in writing.

7. That the National Elections supervisor shall notify the board of directors and the local board of the station concerned by confidential memorandum of any staff or management disciplinary decisions made, as well as any difficulties encountered concerning staff or management with regard to enforcement of the fair elections provisions.

8. That the ballots shall be mailed to the members with identifying PIN numbers printed on them, as required by the bylaws, and that a secure list showing the PIN number assigned to each member shall be kept by the National Elections Supervisor so that ballots reported lost or missing can be voided and replaced. To insure the secrecy of the ballot, ballots shall be returned in a double-blind system, within a sealed unmarked envelope further enclosed in a return envelope marked with an identifying PIN number; the list of members PIN numbers shall be retained for a period of one year in a sealed container in the Archives and released only to Pacificas attorneys upon the direction of the Pacifica National Board, after which it shall be destroyed.

9. That the mailing of the ballots shall be accompanied by a request for contributions, and any contributions received from this mailing shall be allocated by the stations to help offset the costs of the elections if not otherwise covered.

10. That election booklets include voluntarily-provided information about the ethnic/racial/gender identity, sexual orientation and disability status of candidates.

11. That the final ballot database of the last elections, and all future elections, be made available to the public for inspection and analysis.

12. That the Local and National Elections Supervisors shall develop policies, in consultation with the Executive Director and station managers, for approval by the National Board at the September Board meeting, setting forth detailed expectations of staff and management behavior with regard to the elections and setting forth disciplinary procedures that may be utilized by the elections supervisors to enforce the fair campaign provisions of the bylaws. This policy shall require staff and management to maintain a "hands-off" attitude towards the listener elections, including not mentioning the names of any candidates (or slates of candidates) except in a neutral manner as part of an election supervisor approved candidate program, and shall also prohibit any listener candidate from appearing or being mentioned on the air on any program at any station where s/he is a candidate following the close of nominations, except as part of an election supervisor approved candidate program.

MOTION by Lane to accept the 12 resolutions

Discussion of logistics and practicality of the resolutions.

MOTION to amend by Manning to strike item 4 and send back to committee for refinement

Discussion .

SUBSTITUTE MOTION to Manning amendment by Shields to not strike item 4, but approve it pending approval of unpaid staff bargaining unit mentioned

Discussion.

MOTION by Durlin to Table main motion of approving the 12 elections committee resolution until 2 weeks when a special PNB meeting will be held to consider these elections recommendations.

Motion to table PASSES 12 yes, 8 no

MOTION by Spooner that the ED and CFO provide the board a cost analysis [of the Elections Review committee proposals] 5 days prior to the special meeting
Discussion
PASSES 12 yes, 6 no

MOTION to AMEND by Walker each staff member involved with the elections be interviewed by the National Elections Review committee and that the PNB encourage the elections committee to meet before the PNB special meeting on elections.

ORDERS of the Day called by Adelson , then withdrawn to permit people to speak. Discussion.

Question called by Adelson on all pending motions - PASSES 17 yes, 2 no

Walker Motion to amend FAILS 1 yes, 17 no

MOTION by Walker for role call vote on Spooner motion 16 yes, 1no

Vote on Spooner motion:
Adelson -n
Allen - y
Cooper -
Durlin - y
Kiteka -n
Kolhatkar - y
Laforest - n
Lane -y
Maldonado -y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Santa - n
Sanders -
Schroell -
Shakir -
Shields - y
Spooner - n
Walker - n
Warren –y

Spooner motion PASSES
12 yes , 6 no

Governance Committee Report
Convener Lane reports that the Governance committee has not yet met, but be will convened next week.

MOTON by Adelson
Resolved:
1) That the PNB Governance Committee shall develop a policy regarding preview of and/or approval of contracts developed by and/or entered into by Pacifica Foundation or any of its stations/units, to be presented for Board consideration at the next regularly scheduled meeting of the Pacifica Foundation Board of Directors.

2) That in the interim period prior to the development and approval of such a policy, the Executive Director, CFO or station General Manager, as relevant, shall inform the Board of Directors of 1) the intent to develop, establish or enter into new contracts, and 2) shall provide the Board with a copy of the contract to be established or entered into not less that 14 days prior to taking action on it. Where it is not possible to provide 14 days advance, the contract shall be provided to the Board as soon as possible, accompanied by an explanation of why 14 days advance notice was not possible. Note: this policy is not intended to apply to the signing of contracts with new contractors, (e.g. the hiring of new personnel) using standard contracts of long-standing use within the Foundation, or to contracts for incidental items.

3) The mechanism of informing the Board of Directors will be the standard practice via email and writing.

Discussion.

MOTION by Kiteka to table until next PNB meeting in September.
FAILS 7 yes, 13 no

Orders of the day called by Spooner. [Not ruled on by chair]

Question called by Spooner on Adelson motion 7 yes, 11 no FAILS

MOTION to amend by Durlin to insert “more than $10, 000” in the first paragraph of Adelson motion between the words "contracts" and "developed."

Discussion.

Question called on all pending questions by Adelson - PASSES 20 yes

MOTION to amend by Durlin FAILS 6 yes, 12 no

Role call vote requested by Adelson on Adelson motion PASSES 16 yes, none opposed

Vote on Adelson motion:
Adelson - y
Allen - y
Cooper -
Durlin - y
Kiteka -y
Kolhatkar - y
Laforest - y
Lane -y
Maldonado -y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Santa - y
Sanders - y
Schroell -y
Shakir - n
Shields - y
Spooner - y
Walker - n
Warren –y

Adelson motion PASSES 19 yes, 2 no

Technology Committee Report by Dave Adelson, Committee Chair
Technical Committee meeting was fun and productive. Formed 4 working groups addressing technology related to: foundation infrastructure and information technology; to broadcasting; content distribution from producers; and content delivery to listeners. Technically minded staff invited.

Chair moves agenda.

Audit Committee Report by Teresa Allen
Committee has not yet had not convened. Have received requested "management letter" from auditor so will be convening soon.

Programming Committee
Convener Laforest has not been able to convene. Donna Warren will now serve as convener.

Committees of Inclusion Report by Miguel Maldonado.
Not yet convened nationally, but some there has been some meetings of local C.O.I.s.

Vice Chair Cooper returns chairing of the meeting to Chair Durlin

 

9. REPORT FROM EXECUTIVE DIRECTOR (ED) Dan Coughlin, including information on First Voices, FSRN, Pacificas elections programming, Pacifica World-Wide/Short-Wave and Internet Radio
ED reviews Arbitron (ratings) data. Goes over proposed initiatives for the Pacifica that include training plans and advancing the network technologically. Norman Jayo, First Voices apprenticeship program (KPFA) director makes presentation. Q&A from the board regarding ED and Jayo presentations.

MOTION by Kiteka to extend lunch break from 20 to 45 minutes FAILS yes 8, no 6

1:00pm Lunch break for 25 minutes

 

10. PUBLIC COMMENT, Part 2
Comments from various Pacifica listeners, staff and LSB members.

 

11. REPORT FROM CFO, Lonnie Hicks
Goes over 6 month forecast - income and spending. Discusses solutions. Q&A from the board

3:25 pm - 10 minute break

 

12. REPORTS FROM STATION MANAGERS AND ARCHIVES DIRECTOR
(10-minute reports, followed by 10 minutes of Q&A)

Duane Bradley, KPFT
Speaks of successful fund drive, continued training expanded news programming, physical plant plans.

Ron Pinchback, WPFW
Outreach, new sustainable fund sources are priorities. Local board and staff working together.

Eva Georgia, KPFK
Optimistic regarding LSB and station working relationship. Recent physical plant and technological upgrades. Some new programming. Fundraising initiatives a priority

Don Rojas, WBAI
In a period of adjustment with new governance structure. Spring fund drive didnt reach goal. Fundraising and outreach initiatives planned.

Jim Bennet, KPFA
Plans to have weekly meetings with LSB to improve relations. Recent fundraising successful. Transmitter, website, and training development going forward.

Archives Director, Brian Deshaser
Staff of 7. Much planning and work being done. A video documentary hosted by Amy Goodman covering elections back to 1936 to air in entirety on DN to kick off Pacifica elections coverage. CSPAN came to Pacifica Radio Archives for the unedited audio candidate Kerry Vietnam speech. Grants from last year in second phase.

6:15 -5:32 pm - break

 

13. Reports from LSB chairs (5 minutes each, 10 minutes Q&A) 1:15

KFPK: Mike Martin, chair – Much activity has been taken up with how to govern itself, becoming a board. Plan to fomr a Local Advisory Board with people from various local organizations.

KPFA : Riva Enteen chair – There has been growing pains over the new governance system. Diverse opinions amongst staff. Station Budget has been approved.

WPFW: Ambrose Lane [ WPFW LSB Jim Brown chair not present] – Passed some conflict of interest resolutions. Looking for possible new site for the station. Committee work in progress.

WBAI: Patty Heffley, secretary (WBAI LSB chair Bertold Rhiemers not present) – Committee work in progress. There have been fundraising efforts by various LSB members. Station fund drives have had to be extended in order to reach goals.

WBAI GM interrupts report in protest and objects to its spirit. Shields regards this as out of order.

Spooner protest to chair that Hicks comments following WBAI report violated decorum with the nature of his comment against Heffley.

[WBAI report entered to record as later requested by PNB - appendix item 4]

KPFK: Julie Rodrigez and Sonali Kolhatkar (KPFK Don White not present) – LSB retreat planned. Committee work in progress. LSB working well with management. LSB passed resolution on Haiti. Budget and Budget approval resolution read and referred to Finance committee.

7:35 pm - Adjourn for the evening

 

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SUNDAY, JUNE 6

14. Executive Session - The National board met in executive session to discuss legal and personnel issues. Minutes of this portion of the meeting are kept separately and are confidential.

Convene public session 11:10 am

Chair Durlin reviews agenda.

15. Public Comment, part 3
Comments from various Pacifica listeners, staff and LSB members. Don Rojas (WBAI GM) [appendix item 3], Ted Weisgal (KPFT) [appendix item 1a], Benard White (WBAI PD - statement presented by Bok-keem Nyerere ) [appendix item 5], Ken Freeland [appendix items 6 and 6a], Deb Shafto [appendix item 7] request that their statements to be entered into the record.

MOTION by Maldonado that Rojas comments and and WBAI secretary comments be entered into the record. Motion Passes without objection.

Point of information by Manning – will items during this meeting requested to entered into the record previous to properly moving to do so be entered? Spooner clarifies all such request should be considered individually by the board.

No objection to Weisgal statement or earlier items requested to be being entered into the record.

MOTION by Spooner to enter WBAI PD statement into record – no objection

MOTION by Spooner to enter Freeland statement into the record passes 10 yes, 6 no

Point of order by Walker. Don’t items to be entered into the record need to be written? Shafto statement will be emailed to the secretary.

MOTION by Spooner to enter Deb Shafto statement into record – no objection

MOTION by Adelson that WBAI PD allegations read during public comment regarding personnel treatment be addressed by the coordinating committee and that the governance committee come up with a recommendation as to how such complaints may be brought before the board.

Discussion. Adelson concerned over possible liability created.

Chair rules to move Adleson motion to later in agenda with no objection.

15a) Committee Reports, part 3: Executive Review Committee
Is charged with evaluating the performance of the ED and CFO and making recommendations to the full Board regarding employment actions, compensation, and performance measures. Has determined that there is no current written contract for the ED and CFO. Moving forward with evaluation of these positions. The committee has determined that it has three functions: a) to create a mechanism for evaluating the past performance of the ED and the CFO, including identifying key parties from which to seek an assessment; b) actively involve LSBs in the ED evaluation, as per the by-laws; c) make recommendations regarding the retention or dismissal of said parties, and d) investigate and make recommendations regarding the creation of job descriptions and/or employment contracts for both positions; and e) recommend compensation packages for both positions. Also working on a standardized mechanism for the LSBs to evaluate GMs.

16. Revisit documents policy. Continue with coordinating committee system?

MOTION by Spooner to extend interim communications policy until September PNB meeting
**[see appendix]
Question called - PASSES 18 yes, 1 no

Spooner motion PASSES 20 yes, 1 no

17) Code of Conduct for Staff and PNB Discussion
Chair has done some research without finding appropriate possible policy. Supports forming a coded of conduct that would extend to the entire network. Takes suggestions as how to proceed.

MOTION by Cooper requesting that the PNB review the KPFT code of conduct work and consider it as a possibility for Pacifica.

Discussion.

MOTION by Walker to refer code of conduct policy work to Board/staff relations committee

Question called by Spooner – Passes 16 yes, 2 no

Walker motion PASSES 11 yes, 8 no

Chair Durlin raises discussion of of Board/Staff relations committee

MOTION by Spooner that Board/Staff relations committee consist of 1 director from each station chosen by IRV, 1 affiliate director, the 5 GMs, Archives director, Executive Director, and Chief Financial Officer.
Discussion.

Question called PASSES 16 yes

Spooner motion FAILS 4 yes, 12 no

MOTION by Manning to accept Shields suggestion for composition of Board/Staff relations committee: consist of 1 director from each station chosen by IRV, one affiliates director (if they wish), the ED and CFO

MOTION by Adelson to table until special PNB meeting in 2 weeks.
Motion FAILS 8 yes, 10 no

SUBSTITUTE motion by Walker the board/staff relations committee consist of one director each station area

Question called by Allen - Passes 15 yes, 1 no

Walker motion FAILS 3 yes, 14 no

SUBSTITUTE MOTION by Santa to refer the issue of the composition of staff/board relations committee to the Governance committee, to be discussed at its next meeting and to bring its recommendation to the full board at the special meeting of the full board in approximately 2 weeks.

Discussion.
Question called PASSES 14 yes, 1 no

Santa motion PASSES 9 yes, 9 no - Chair breaks tie with yes vote

Chair reviews and adjusts agenda.

Point of order by Manning that the board must vote to adjust meeting and extend the meeting
No objection.

Break 1:10pm

Reconvene 1:20m

9 [cont.] ) ED Reports on FSRN
Meeting with FSRN tentatively schedule in a couple of weeks to disuss plans for Pacifica and FSRN for
FY05. Criteria when considering any proposed project or programming: promote Pacifica mission?; enhances public reputation and image; and will it generate revenue and be self sustainng?; and does it spark national discussion?

Discusion. Benefits of autonmous relation ships. Likelihood of increase in cost. Partnership with FSRN could be considered a merger.

9 [cont.] ) ED Reports on Pacificas elections programming
Currently in the works: a pilot internet program to be launched in early July; "Audio port" content distribution service; "From the Streets to the Suites" coverage in Boston and New York and other conventions; nationwide community town hall events; Pacifica Radio Archives cd reviewing Pacifica convention coverage back to 1936 to be released in July; expansion of other local and national coverage if budget permits; and Spanish language broadcasts.

MOTION by Adelson that 3 directors be in on FSRN talks with the national office and report back to the PNB

Point of order by Warren that this is business for the PNB programming committee.

Adelson motion ruled out of order, will be discussed later.

Lane reads Motion to be put agenda for upcoming special meeting regarding getting loans:

MOTION [for upcoming special PNB meeting]The Pacifica staff is hereby authorized to pursue the acquisition of investment capitol sufficient to retire all Pacifica debt, stabilize and rationalize all Pacifica staffing and set Pacifica on the path to financial growth and independence. The results of this effort shall be reported this Board at our next regularly scheduled meeting.

 

20) Discussion of next meeting time/place
Date of next Regular PNB meeting set for September 23-26 in Washington D.C. with no objection.

PROPOSAL by Shakir that Pacifica Foundation Network five stations host a simultaneous fundraiser utilizing the new Michael Moore film "Fahrenheit 911" if he or his representative and the distributors are amenable. We would like to charge the cost being for non-members a subscriber membership plus the ticket fee, and members a fee of the ticket cost plus $10.

Agreed without objection that Shakir will explore the proposal.

Date of Special PNB meeting by teleconference set for Tuesday June 22 5pm Pacific, 6pm Mountain, 7pm Central, 8pm Eastern

 

18. Unfinished Business, New Business

Ogulason request to state correction to Election Review Committee report given earlier in the meeting.
No objections
Ogulason - The "Committee spent three(3) weeks including a 2 day rap-up telephonic conference, not merely the 2 days as stated in my presentation”

Haiti resolution (from KPFK) to be adopted by PNB presented by Laforest

MOTION by Laforest that the PNB approve resolution protesting U.S. policy relating to Haiti

AMENDMENT offered by Allen to add to 2nd paragraph "The Executive Director is duly instructed to formulate and distribute an editorial statement reflecting this resolution to all General Managers for airing."
Accepted by Laforest, main motion then seconded

Resolution on Haiti with Allen amendment:
Whereas the PNB is opposed to the kidnapping of the elected President of Haiti, Jean Bertrand Aristide, and the US backed and orchestrated coup,
and
Whereas, an independent investigation is necessary to investigate last year’s shipping of 20,000 M-16 rifles to the Dominican Republic by the US military, and how these weapons got into the hands of the thugs and convicted criminals who overthrew Aristide,
and
Whereas, we support the bringing to justice of those who are committing violence and other atrocities against the Haitian people, including coup leaders, some of whom are purported drug dealers, convicted assassins, and mass murders,

Therefore, be it resolved:

That the PNB calls on the Pacifica Foundation, local affiliates, and other public radio networks to:

a. Demand an investigation into the Bush Administration’s role in the coup against President Aristide.
b. Demand the restoration of President Aristide to the full power of his office as the democratically elected President of Haiti.
c. Demand that the de facto Haitian authorities stop the threats, arrests, and persecution of union organizers, grassroots community activists and supporters of President Aristide.
d. Demand an end to the deportation of Haitian refugees by the US government who are fleeing violence, including the violence of poverty, and who are bound to suffer more of the same upon their return to Haiti.

Be it further resolved:

That the Pacifica Foundation and its local affiliates organize discussions, on-air forums, and join with Haitian democracy activists and trade unionists in support work, with the goal of fostering a better understanding of the issues affecting the Haitian people and bolstering support for the struggle of the Haitian people for social justice and economic betterment. The Executive Director is duly instructed to formulate and distribute an editorial statement reflecting this resolution to all General Managers for airing.

Discussion.

MOTION to amend by Kiteka that there be 7 days of fundraising to collect food, medicine and money for Haitian relief by all 5 Pacifica stations

MOTION to divide the amendment by Sanders

MOTION by Shields for role call vote on Main Haiti motion PASSES 11 yes, 4 no

Vote on Haiti resolution:
Adelson -y
Allen - n
Cooper -y
Durlin - chair
Kiteka -y
Kolhatkar - a
Laforest - y
Lane -y
Maldonado -n
Manning - n
Olusagun - y
Randhawa - y
Roberts - a
Rodriguez - y
Santa - a
Sanders - a
Schroell -y
Shakir - a
Shields - n
Spooner - y
Walker - a
Warren - a

Motion on Haiti resolution as ammended PASSES 10 yes, 5 no, 7 abstain

Kiteka motion restated:
MOTION by Kiteka that the five Pacifica stations dedicate 7 days toward raising non-perishable foods, medicine and money for the Haitian people during the month of July 2004.

Discusssion.

Question called Passes 14 yes, 1 no
Kiteka motion FAILS 4 yes, 9 no

MOTION by Shields to reconstitute PNB Archives committee

Discussion.

Shields motion PASSES 11 yes, 6 no

Adelson - raises earlier motion

Point of order by various directors. The Archives committee director selection is still on the floor.

PNB Archive Committee members approved by acclamation with one director from each station:
Shields, Olusagun, Kolhatkar, Spooner, Kiteka,
Shields shall be convener of first meeting

Adelson motion from earlier restated:
MOTION by Adelson that Governance committee be asked to bring a motion to the next special meeting for the PNB regarding how the PNB may participate in the Free Speech Radio News (FSRN) contract negotiations

Discussion..

Adelson motion PASSES 15 yes, 4 no

2:41 pm – Adjourn

 

---

APPENDIX

Appendix item 1 - Ted Weisgal statement

June 3, 2004

Dear Members of the Pacifica National Board,

From January 11, 2002 to September 2, 2003 I voluntarily served this organization as its Parliamentarian. Doing so was an honor that I will cherish forever. In that time period, I think I participated in nine national board meetings and a number of committee meetings. I was also asked for advice from members across the network.

I was relieved of my duties by receipt of a letter from former iPNB chair, Leslie Cagan, and I will share with you its most salient part:

“While I have greatly appreciated all of your efforts as parliamentarian this past year and a half I have decided to ask someone else to work with us. The situation is very complex and I need to find ways to minimize the tensions and anything that gets in the way of this board working more smoothly. As you know, there has been some criticism of the role you have played as parliamentarian. The biggest concern was raised when the judge basically overruled both you and me on the question of how to count the three non-votes on the June 26th conference call.”

And it is regarding that overruling by Judge Sabraw that I wish to address. Attached is the statement out of the newest version of Robert’s. Its the one we were following at the time I advised Leslie.

But before I go to that, I want to make clear that I don’t want us to go backward. It is my contention that the judge ruled incorrectly. Oh, heresy you say…judges don’t make mistakes except possibly related to an election in Florida and maybe one related to Pacifica Radio. A couple of days ago, a member of this body asked me a vitally important question: “Do you want to be right or do you want to be effective?” The contention is that you can’t be both and I reject that. To paraphrase Superman, “I’m fighting for truth, justice and what I hope will someday be the American Way.” Pacifica not only needs to espouse democracy; it also needs to practice it.

Now, a mea culpa and an excuse: I goofed but it does not change the spirit of my advice. I should have advised Leslie Cagan to stop the vote count to take role, thus determining if the 2/3 majority had been reached as soon as the affirmative votes were cast. My excuse: This is an extremely arcane aspect of Robert’s Rules. I’ve been attending meetings of bodies that use Robert’s Rules since 1962 and this is the first time a vote of this type has taken place. Also, I was not in the same room as she, and there was no mechanism during this phone conference/meeting to speak to her privately. Interceding, frankly, was not an option. And I was totally unprepared for the action taken by three members of the body who in essence said “this process is totally bogus and we will not abstain; we refuse to participate.” Nevertheless, I took those as abstentions and advised Leslie accordingly. But it should not have come to that. I think there were 13 people participating in this meeting at the time that the vote began. When only seven voted in the affirmative, it should have been announced that this was not 2/3. That would have been the end of it. And as an aside, if this body is going to continue to have conference call meetings, it needs to (as Robert’s advises) establish special protocols for doing so.

So, where do we go from here? Now, I’m stepping out of my role as parliamentarian but I have been asked to do so by at least a couple of national board members. I do not think we should invalidate the elections and bylaws and start all over again. I do think that we should begin the process of amending the bylaws so that the elections we are about to hold will include a process that I hope and think is more likely to achieve diversity. What is that process? The one used to elect members to the U.S. House of Representatives.

In 2005, as we hold our elections, I suggest we simultaneously put forth the following amendment to our members unless it can be passed by the LSBs and the PNB beforehand: “People from the non-staff constituency shall be elected based on their residence within the signal area.” Is there a chance of Gerrymandering? I hope we’re better than that. Here in Texas with the help, or should I say hindrance, of Congressman Tom DeLay we have congressional districts that now stretch from Houston to Austin, and others that begin in Austin and go south to the Mexican border. At each station we now have Committees of Inclusion. I would hope that they would recommend “districts” that would be approved by both the LSB and the PNB. It’s my feeling that all voters would cast ballots for all candidates, but assuming this amendment passes, the victors would come from the “four corners” of the Pacifica globe. Would this assure diversity? No! But, I’m sure it would withstand a legal challenge and at least give us a greater chance than the recent outcome here in Houston where we elected, from the non-staff constituency only two African American’s and no Latinos. If the outcome using this approach was not successful, and by that I mean diversity at least equal to the census as corrected of that signal area, then further amendments might be needed. Regardless of this amending process, Pacifica needs to listen to representatives of historically marginalized communities and needs to provide financial and human resources towards doing committed outreach to those communities. The amendment I propose is a Band-Aid but I suggest a necessary one. We either do this or I predict here in Houston, we’ll be electing a “white” dominated board that will be in place for the next three years. If that’s done, many of the things that are put in place, I fear, will be extremely hard to change for many years to come.

As I conclude, I would like to come back to the issue of my service as Parliamentarian. As stated before, I did it as a volunteer, got a few good meals, tours of Pacifica stations, a memorable drive around my hometown of Los Angeles with Dave Adelson, and the opportunity to meet wonderful people. That notwithstanding, Leslie Cagan had every right to do what she did. I do question her reasoning, but that’s water under the bridge. Nevertheless, the expression “adding insult to injury” seems to be appropriate here. After I was removed, the iPNB held its next meeting in New York. At that meeting, a certified parliamentarian (which the board knew I was not) was hired. And, according to our Executive Director, he was paid. The standard rate for a parliamentarian is in the $100-200 per hour range and I think that he served for the entire weekend. Am I crying over spilt milk? Absolutely! This foundation wasted over $1000 hiring someone illegally to do a job that I was willing to do for free. I’m also extremely upset about the fact that there is no record of the iPNB ever voting to hire this parliamentarian and to pay these funds. Can I prove it? No, but your colleagues, the ones who served on that board, can. Robert’s Rules says that a chair can select anyone they choose to serve as parliamentarian but once money from the organization is used to pay said person, the board must approve their selection. If this parliamentarian did not know this, or did but didn’t point it out, how much service did he provide this foundation? And this brings up one final point: The minutes of the iPNB after March of 2002, including phone and face-to-face meetings, do not appear on the Pacifica web site as of this date, this being one of the most significant time periods in our history. What’s up? Minutes are important to all of us, or to paraphrase Carlos Santana, “these are evil ways!”

Thank you for your time. I hope you will address the issues I’ve raised.

Sincerely,

Ted Weisgal
Member, KPFT Local Station Board

From Robert’s Rules of Order, Newly Revised, page 390 (lines 13-24) is the aforementioned:
Voting requirements based on the number of members present, majority, two thirds of those present, etc. while possible, are generally undesirable. Since an abstention in such cases has the same effect as a negative vote, these bases deny member the right to maintain a neutral position by abstaining. For the same reason, members present who fail to vote through indifference rather than through deliberate neutrality may affect the result negatively. When such a vote is required, however, the chair must count those present immediately after the affirmative vote is taken, before any change can take place in attendance (see p. 43, 1. 25-30).

A final note from TW: While Roberts advises against voting requirements based on the number of members present, that and a threshold of 2/3, was the mandate from Judge Sabraw. Additionally, because of the focus on the issue of diversity, many components of the bylaws were never properly analyzed. Roberts recommends approval clause by clause (seriatim) and then a final adoption of the entire document. To have dealt with this critical decision by telephone was trouble waiting to happen and in my opinion it did.

 

Appendix item 1a - Ted Weisgal 2nd statement

Comments from Ted Weisgal, KPFT LSB Board Member at PNB Meeting June 4-6, 2004

This is not a time for "shuckin and jivin."

Yesterday, during both the general manager and board chair reports, regarding the issue of collaboration, I heard too much smoke and mirrors. I assume this was done because, from the LSB chairs perspective, its easier
to get things from management with honey than vinegar.

As an institution, regarding "policy vs. day-to-day operations," we are entering uncharted waters and the process is tearing us apart. Considering the world situation, the role the U.S. plays in it, and the potential for good that can come from Pacifica, we must resolve this turf battle. Long-term, this board can influence change but right now and on a daily basis (because the buck stops with them), this leadership must come from the Executive Director and the CFO. As I think you all know, there is too much talent on our LSBs and committees to waste or under utilize it.

By the September meeting, by actions that begin now, I hope we will all see many clear examples of collaboration and an end to the "shuckin and jivin."

 

Appendix item 2 - Statement by Willie Thompson, KFPA

The General Manager’s draft job description defines the accountabilities of the GM as directing and supervising all station activities; responsible for programming content and managing daily operations. It should be noted here that the stations are units of the Pacifica Foundation and the Foundation President delegates authority to station managers. Article 9 of the Pacifica By-Laws states that “The President of the foundation shall be referred to as the “Executive Director. The Executive Director shall be the general manager, chief executive officer and chief administrator of the Foundation.”

The Executive Director or President on 4/16/04 stated that the FCC (Federal Communications Commission) attorney John Crigler has managed “to provide an update on programming liabilities and responsibilities for you (General Managers) and your staff”. “ I want to remind everyone that General Managers around the system are responsible and accountable for their local station programming and the control of the air. You may not, and it is in fact illegal under state and Federal law, for you to delegate any on-air programming accountabilities to any other individual or group of individual. This is an essential function of your job duties and a requirement of the FCC and failure for you to control your air may result in the revocation of the station license.” The ED goes on to state that “The new Pacifica bylaws delegate programming responsibility and authority to the ED who in turn delegates that authority to GMs. The bylaws do not delegate any programming authority to the LSBs or Program Councils.”

KPFA-LSB resolutions of 3/27, 4/17, 5/8 and 5/22/04 establish the Program Council as the Program governance and administrative committee of KPFA and makes the GM accountable to the PC and provide the specific conditions under which the GM may veto policies and administrative decisions of the PC and implicitly threatens to use the LSB management review responsibility if he/she fails to comply with the Program Council and LSB.
44% of the LSB voted against these decisions because of insufficient financial, listener, diversity and staff impact data. Some of us believed that these decisions established dual and conflicting administrative accountability (PC and Pacifica Foundation). Finally, we noted that the decision was passed with calculated use of Roberts Rules of Order ( motion to rescind and order of the day provisions planned in advance with members of the majority.) It was still supported by only 1 of 6 staff representatives (16%); was opposed by many of the staff members in the audience and questioned but not opposed by station management and the Foundation President. The outcome is that management implements policies with a little more than half of the board. Staff and Board relations are tense and distrustful and relations on the board are characterized by vilification, attacks on motives of LSB members, threats of retaliation during elections, charges of betraya and consorting with the paid staff as the enemy, social ostracism and rumor. Some of us are traumatized by the experience. We also feel that an objective assessmente will substantiate our analysis.

There’s a minority of 44% on the KPFA-LSB. This 44% voted together, without any collaboration ,on some decisive motions passed during three recent meetings: 3/27, 4/17, 5/8, and 5/22. Those motions established the Program Council as the KPFA program governance and administrative body at KP FA; established the conditions under which the GM could veto decisions of the PC, reduced the time of Democracy Now and changed the hour of Democracy Now and the Morning Show and established a time-line for the GM to implement the decision. These decisions could be overturned by the change of two votes. More importantly the GM must implement a decision opposed by almost ½ the LSB members and that could be changed during the absence of one member of the winning side as was done with the motion to rescind the defeated motion on the power and authority of the PC. This situation is exacerbated by the calculated use of Robert Rules of Order to pass the decision. A motion to rescind was made when a “yes” vote returned from an absence at a previous meeting and after a “no” vote had left. A very sinister use of RRO occurred when a member of the winning side inserted agenda item time lines without informing the losing side and called for the ‘order of the day’ requiring the LSB to vote immediately on the item under discussion

Some of us voting in the minority feel that we have not begun to develop harmonious and cohesive relations on the board that are so necessary to heal and grow the station and network. Nevertheless, some are planning a retreat to heal the relations on the LSB while others feel that the trauma is too severe. Also, majority commitment to aggressive and determined win, win strategies to ‘take the station from its “mainstream media-like” staff by any means necessary (called democratization) is too deep to be healed. All the signers here ask the PNB to work with the entire KPFA board to overcome the current crisis that, if exacerbated, could further weaken the station and kill the noble Pacifica experiment in democracy before its first birthday and begin the network slide into the crisis from which we have not yet fully emerged.

 

Appendix item 3 - WBAI GM statement

June 6, 2004

Madame Chair,

I am respectfully requesting that the statement I am about to read be duly noted in the official record of this Pacifica National Board meeting.

Yesterday, the secretary of WBAIs Local Station Board read a report to the PNB on behalf of the chair of the LSB that I, as general manager of WBAI, found to be both inaccurate and offensive to the management and staff of our station. The tone and spirit of the report contravened the unity and collegiality that many of us on the staff are attempting to build with the members of our local board.

My staff colleagues and I interpreted the secretarys report as an unjustified public critique on those who labor hard each day to strengthen and advance WBAI and the Pacifica Network.

Relations between the WBAI LSB and the staff has reached a crisis point. Management and staff feel like they are under seige resulting in plumetting staff morale. Indeed, many talented and committed senior staff throughout this network have resigned in recent months and others, including myself, are seriously contemplating leaving Pacifica soon if the situation does not improve.

The crisis in board/staff relations is not irreparable but it needs to be addressed now before it gets completely out of control. These deteriorating relations require immediate mediation.

Theres too much heat and not enough light in our midst. We need to lower the temperature and lessen the tensions. We need to dialogue with each other in a candid and mutually respectful manner. Theres too much suspician of each others motives and intentions.

We of the staff are not merely interested in protecting our jobs and defending our rights, we also share the same sense of responsibility as the bords do for the security and general welfare of this precious resource we call Pacifica, one of the few assets that the progressive movement in this country can call its own.

We are as much stewards of Pacifica as you are. We do not accept the notion that the boards are overlords and the staffs are underlings. We are all equal colleagues performing various functions and playing various roles on behalf of the progressive movement that Pacifica is a part of.

To be sure, there are many difficulties and challenges at WBAI but adopting a confrontational posture against management and staff is not the most effective way to address these challenges.

Pacifica is not like any other non-profit entity. Our mission and our vision of independent, democratic media dedicated to peace, cultural diversity, racial equality and economic justice is truly unique and that very uniqueness demands of us all an effort to shape a relationship between board and staff that reflects the high principles upon which this network was built.

The entire progressive movement is looking curiously at Pacifica to see if the post-election dispensation results in yet another self-destructive "Pacifica war" or if this institution can resolve its internal contradictions in a mature and sober manner. Sisters and brothers, we have an opportunity now to enhance Pacificas credibility and influence within the movement and across the nation. Let us not squander that opportunity.

Thank you Madame Chair.

Don Rojas

 

Appendix item 4 - report by WBAI LSB Secretary

WBAI Local Station Board Report to the Pacifica National Board
Houston, Texas, June 5, 2004
Presentation by Patty Heffley, Secretary, WBAI LSB

I am Patty Heffley, WBAI LSB Secretary.
The Chair Berthold Reimers is very sorry he could not make it his wife went in the hospital and she is sick. The Vice-chair and Treasurer were asked and were not able to attend as well.

This report is information from the Chair and the Treasurer as well as from information made available to the public through the WBAI newsletters and managers reports that sheds light on the current situation and what we face in the future at WBAI.

First you have a basic informational report from the chair in your books as to what the LSB has been doing since its inception. A correction - The attendance grid included is incorrect and does not reflect the actual attendance.

There are four WBAI LSB standing committees that relate to the duties of the LSB as stated in the Bylaws: Finance; Programming; Management Evaluation; and Membership, Outreach and Fundraising. All the committees are meeting regularly except the COI which will be convened next week. The ad-hoc Elections Review Committee submitted reports to the National Committee before ending.

Also included in the report is how some members of the LSB have assisted WBAI in the following ways: Looking for a potential new space for the station, some have developed a phone-bank program to call those who have not fulfilled their pledges and seeking why; assisted the premiums department in obtaining premiums that are long overdue in delivery; launched print campaign with Gore Vidal CD’s in the Nation bringing in 400 new Listener members and 14,000 more dollars.

I have passed out a detail of fundraising dates and details that were culled from the WBAI official newsletter. You can see the money raised, dates of drives, the extensions, etc. (see attached WBAI Fundraising details May 2003 – June 2004)

In addition to the printed report, there are two other items I would like to mention:

First, WBAI is just finishing its May fund drive which began May 10th and was extended through today. Despite a weeks extension, it has not met its goal of $1.1 Million. It may not meet its adjusted goal of $900K. As of midnight last night the total pledged was $817K. Instead of the goal of $58K a day the average in this last fund drive has been $32,700 a day. This is the fourth consecutive drive that has underachieved by having to be extended for several days in one instance or by not reaching its goal even after extension.

In order to meet the stations budget, interim mini-drives have been necessary. Approximately 81.5 days have been devoted to on-air fundraising or over 20% of the past year. You can see the details on the sheet I handed out.

Listeners are repeatedly told to pledge to save the station and to save peoples jobs (layoffs have been threatened and rescinded all year long).

Some LSB members are concerned about the amount of fund-raising on air and whether the current subscriber base is sufficient to cover the stations budget.

On Saturday May 28th there was a special emergency WBAI Finance Committee meeting called by the Executive Director and the CFO to address the poor results of the current fund drive. In addition to the finance committee, in attendance was Ravi Reddy, a financial consultant, the General Manager Don Rojas, the new Development Director, the Program Director, 2 AFTRA shop stewards, and 2 of the Unpaid Staff Organizing Committee stewards.

According to the LSB Treasurer, Paul Surovell, these were the financial solutions announced at the meeting:

Pacifica CFO Lonnie Hicks and consultant Ravi Reddy are developing new guidelines for financial operations at WBAI that will include more management controls, among other things.

The CFO said he has identified $100,000 in non-salary spending cuts, but he gave no specifics.

Pacifica and WBAI management expressed confidence that by extending the Fund Drive through June 5th, $900K could be raised. Again, as of last night it was $817K.

More solutions are as follows.
1) There will be 6 "theme" days of fund-raising in June and July, featuring day-long broadcasts on Health and other issues.

(2) In the same period there will be 6 "Cyber Fund Drives" in which listeners will be asked to go on the website to make pledges and buy premiums.

(That is 12 more days of fundraising in 2 months.Some members of the LSB are worried about donor fatigue.)

(3) The LSB is being asked to raise $100,000 in FYR05 (see budget proposal).

(4) Each LSB member is being asked to contribute individually at least $500.

We are looking for responsible proposals from management. Mostly what has been proposed so far are more fund drives. One thing that doesnt seem to have been addressed is the programming.

It is the view of many members of the LSB that programmatic changes to increase and motivate our listeners need to be considered in addition to the extra fund-raising measures.

There are many more issues to address at the station that have been discovered by members of the Board while doing the committee work and through volunteering at the station. Management has been responsive by answering the questions raised by the members which has been helpul.

Thank You,

Patty Heffley
WBAI Secretary of the LSB.

 

Attachment: WBAI Fundraising details May 2003 – June 2004
Compiled by Patty Heffley and James Ross

WBAI Fundraising Details May 2003 to June 2004
Presented at Pacifica National Board meeting
on June 5, 2004 by Patty Heffley Secretary, LSB
Data compiled by James Ross and Patty Heffley

Spring 2004 drive

Start: May 10, 2004
Scheduled end: May 28, 2004
Actual end: June 5, 2004
Length; 26 days
Goal: $1.1 million
Actual pledges: as of 5/29/04, $630K. As of 6/2/04, $715K
Pledge rate: $30-32K/day
Fulfillment: ?????

***********
4/5/04 6:00 am-11 pm: Special 1 day Fundraiser: Citizen King
***********
Winter 2004 drive

Start: January 19, 2004
Scheduled end: February 7, 2004
Actual end: February 11, 2004
Length; 24 days
Goal: $1.1 million
Actual pledges: $1.07 million
Pledge rate: $43K/day
Fulfillment: ?????

***********
December 03 Radiothon: (Arts Programming weekend)

Start: 12/12/03
End: 12/14/03
Length: 2.5 days
Goal: $100,000
Actual pledges $35,000 (approximate – not verified)
Fulfillment: ???

***********
November 03 minithon:

Start: November 24, 2003
End: November 26, 2003
Length: 3 days
Actual pledges: $200,000 (approx – not verified)

***********

Fall 2003 drive

Start: October 15,2003
Scheduled end: October 31st, 2003
Actual end: November 3, 2004
Length; 20 days
Goal: $1.2 million
Actual pledges: $800,000
Pledge rate: $40K/day
Fulfillment: was about 62% -- this went up to above 70% as a result of calling delinquent pledgers.
Notes: left pledge room open 4 more days

***********

August 03 minthon

Start: August 18, 2003
End: August 23, 2003
Aug. 26: An extra day of special programming!
Length: 7 days
Goal: $300,000
Actual pledges: ?????
Fulfillment: ???
Notes: Premiums remained available on line through Sunday, September 7th.

***********

Spring 2003 drive

Start: May 12, 2003
Scheduled end: May 31, 2003
Actual end: May 31st, 2003
Length: 20 days
Goal: $1.2 million
Actual pledges: $840,000
Pledges/day: $42,000
Fulfillment: ????
Notes: loss of estimated $100,000 in pledges due to phone snafu.
Due to poor response and phone problems, left premiums on line until June 15, 2003
***********
Data Compiled from WBAI’s Official Newsletter and listenerforums.net
by James Ross and Patty Heffley
http://lists.wbai.org/pipermail/newsletter_lists.wbai.org/

 

Appendix item 5 - WBAI PD statement

Statement to the members of the PNB

First of all, the best of wishes to those directors and staff gathered at the Houston meeting of the Pacifica National Board in its continuing attempts to bring back fiscal and programmatic sanity to the PACIFICA FOUNDATION. I am sorry that I can’t be with you today because I am at the station working diligently with our staff to meet our monetary and programmatic obligations in this hostile and challenging media climate.

Unfortunately, in my addressing you today I take on the role of the bearer of disturbing news. My news involves charges of slander, character assassination, and racism in the manner in which some members of our Local Station Board interpret and execute what they perceive to be their duties and responsibilities. I have documents that emanate from members of the board that more than substantiate my claim. Because, these inflammatory documents were sent across the country to listeners, supporters and national board members, I assume that many of you have had the opportunity to read one or two of them yourselves.

What is most disturbing about these documents is the fact of their irrationality, condescending tone and overtly racist characterizations of reality. What is equally disturbing is the fact that no one has demanded that the perpetrators desist with this pattern and practice. This behavior must cease immediately. Pacifica should not provide a safe haven for racist, homophobic or sexist behavior of any type. There should be no exception given to those who violate these founding precepts. Because so many of these documents have been widely circulated, I am demanding a public apology and an email sent to all of those who received these slanderous documents notifying them of their falsehood.

Finally, we as an independent, progressive media organization will not be able to successfully negotiate the challenges that we face in this new millennium, if we continue to sanction the colonial mentality and behavior of the past. Slanderous accusations that have been made against WBAI’s Program Director and the staff are totally baseless and without foundation. Not one iota of proof or documentation has been offered or requested. Any pursued agenda that utilizes these tactics must be eradicated from this organization. I am willing to submit to this body the documents that will unequivocally establish the falsity of the accusations against me and members of the staff.

A few examples of my documentation can be seen in the following:

Item # 1:
Rev. James Montgomery’s Memorial Service -. This issue was brought to the national board as an example of gross malfeasance. The reality however is quite different. (See attached documents)

Item # 2
An angry response from a listener and supporter who was enraged at the specious charges leveled at the station. This item was sent out around the time of our fund drive to our listeners and supporters.

Item # 3
Another angry letter from an outraged listener. This is indicative of the dissension being sown by this practice of systematic character assassination must be halted immediately. I have many more examples that I can share with you.

I thank you for your time and consideration.

Bernard White, WBAI Program Director

 

Appendix item 6 - Ken Freeland (KPFT) report regarding parliamentary procedure at KPFT

Breaches of parliamentary order at the KPFT LSB

Ken Freeland, member, KPFT LSB

May 2004

For some time now, a struggle has been ensuing on the KPFT LSB over the question of whether or not Pacificas bylaws mean what they say about the requirement for Roberts Rules in our governance. There has been considerable open grousing by some LSB members about the need for these rules of order (never overruled by a presiding officer), open advocacy of avoiding the rules of order (again, no reassertion of them by our presiding officers) and finally, clear and open violations of Roberts Rules by our presiding officers themselves, with the support of the vast majority of LSB members.

If this seems incredible to you, think how it seems to me, as someone elected to this same LSB with the clear expectation that I would uphold the bylaws and follow Roberts Rules of Order. Was I the only candidate who read the fine print?

If this sounds familiar to you, it should. Several years ago, a number of us stood out in the streets of Houston and elsewhere in Pacifica protesting at the homes and businesses of Pacifica National Board members who would not honor the spirit of the bylaws, nor even agree about what the bylaws were, particularly as they applied to Local Advisory Boards, but also, significantly, as they applied to the manner in which the PNB made its decisions, which was increasingly happening in Executive Committee meetings outside of public view, and even outside of the scrutiny of other PNB members. In the end, this was settled by the combined litigation of alienated PNB members, LAB members from around the network (except, notably, from KPFT) and Pacfica listeners. The bylaws which emerged after about two years of further internal struggle could hardly be clearer. They nobly require the professionalization and democratization of Pacificas governance. But the enemies of this progress both within and without station staff and management, who do not desire to see Pacifica fully returned to its educational mission, have not disappeared, and their influence on the governance structure has not abated.

Here in Houston, LSB vice chair Susan Young, at the 4-14 LSB meeting, allowed the Governance Committee chair to propose a number of special rules (these are rules that impinge on Roberts Rules, and in this case, supplant quite a few of them) -- there was no advance notice given on these items, nor was a 2/3 majority decision recorded, both required by Roberts. More egregiously, she prohibited LSB members from offering amendments to these motions (this is recorded in the official minutes), and then, to top it off, "disallowed" a parliamentary inquiry by this member questioning her authority to do prohibit amendments. Later in the same meeting, she "gaveled through" a motion to add more members to the Special Committee to Negotiate a Program Council,without either opening the floor to debate or closing debate, as required by Roberts. This was also done without reference to the need to maintain the number of members assigned to this special committee, without taking heed that the LSB remain responsible for non-LSB members assigned to the committee, whose names were not even mentioned in the motion, and all of this on a bogus "point of order" brought by an LSB member AFTER the chair of this special committee had deferred discussion of membership in the committee to the next LSB meeting, owing to the imposition of an arbitrary 2-minute time limit on the committees report by this vice chair! Dose this sound like the Keystone Cops do Pacifica? We are not done: The following meeting all of this travesty was appealed to the LSB Chair, Mike Martin ( a lawyer by profession!), and each appeal was overruled. Susan Young was commended for the "good job" she had done at the previous meeting. Then, not to be outdone, when the chair of the Special Committee to Negotiate a Program Council in question was to make a subsequent report, Chair Mike Martin did not recognize the appointed chair of that committee, but recognized instead (surprise!) LSB vice chair Susan Young to speak for that committee, apparently based on her claim to have been elected to chair that committee. A point of order raised to protest this illegal act by the Chair of the special committee, citing the specific rule in Roberts that explicitly prohibits committees from electing their own chairs if one has been duly appointed, and reminding the chair of the earlier appointment as reflected in the minutes, the Chair overruled the point of order, and the appeal of this appalling ruling was not seconded by any member of the LSB then in attendance! Is this possible, you may ask? If you still have trouble believing that things can have come to such a pass, listen to the archived audio file yourselves (referenced below). How is it that there could be such orchestrated support for so obvious a breach of parliamentary order? Well, this brings us to another curiosity of the KPFT LSB:

Shortly alter KPFTs LSB election, LSB member Curt ("scooter") Schroell, on his own initiative, set up a closed listserve to which he subscribed LSB members. A number of items pertaining to LSB business have been discussed on this list. When LSB member Wendy Schroell revealed, in mid-March, that more than a quorum of LSB members were subscribed to the list, I acted on advice I had received that such a listserv with a plurality of LSB members, discussing LSB business, violated the Open Meetings Requirement of the CPB, as well as Roberts Rules. I immediately and publicly unsubscribed from that listserv, encouraging the remaining LSB members to do the same. It is my opinion that none of them did.

I should also mention that LSB chair Mike Martin continues to deny LSB members the right to approve our agenda or to modify it in any way. Proposals I had forwarded for consideration were not included on the most recent LSB agenda, and I was told that even though they had been sent, they could not be added at this time because allowing the LSB to approve its own agenda at the LSB meeting would violate Federal Law. Well, Mr. Martin is a lawyer, so he ought to know. Never mind that the PNB and the other LSBs appear to approve their own agendas, and no ones ever been arrested!

Meanwhile, and perhaps most egregiously of all, half of the terms of half of our LSB members have already expired, and neither of our fiduciary committees has yet to hold a single meeting! We have made zero progress in evaluating our stations general director and program director, and zero progress in addressing budgetary issues for the next fiscal year. This is because, after these committees were "created" last February, no one was ever named to them, and no chairs or conveners were appointed, so they sit in the same limbo as the now concatenated Special Committee to Negotiate a Program Council.

In short, the KPFT LSB, in terms of its legal responsibilities, is in a royal mess. An appeal has been made to the PNB in the form of a minority report (see below) from the LSB to repair the breaches torn in our legislative fabric by our presiding officers, with the tacit support of the LSB. The KPFT LSB has repeatedly demonstrated that it is not capable of correcting itself when it is steered off course by its presiding officers. The only hope for internal resolution of this problem is for the PNB to correct these breaches, and assure that our bylaws and parliamentary authority are better adhered to in the future. I urge all members of the Pacifica Foundation to study the enclosed documentation and correspondence carefully, and then to appeal to your own elected representatives to see that the situation at KPFT is corrected during the June PNB meeting in Houston. Were all in this together.

The old saying goes that those who do not learn from history are condemned to repeat it. Legal rescue of the KPFT LSB from its self-inflicted breaches, by the PNB, is the only way, short of litigation, to restore KPFTs LSB to its proper function. Its by far the most sensible of the options available. Hopefully weve all had enough litigation to hold us for a few decades. . .

Peace,
Ken Freeland
Member, KPFT LSB
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Submitted to the Pacifica National Board in advance of its meeting in Houston, TX, June 4-6 2004
Minority Report of the KPFT LSB, submitted by Ken Freeland:

Under the direction of its presiding officers, KPFT LSB has enacted legislation that is problematic in form and pernicious in effect, and that violates the letter of Roberts Rules of Order and the spirit of democratic governance. The five items listed below, for which intervention by the Pacifica National Board is requested, are by no means exhaustive, but represent the most egregious examples, which have created continuing breaches in the integrity of the KPFT LSB, both with itself or with its parliamentary authority:

1) Problem: The KPFT LSB Chair refuses to permit the LSB to approve or modify the agenda at the beginning of the LSB meetings. Roberts Rules requires the LSB to approve or amend its agenda as a body (§41, pp.360-361).

Breach: The fundamental right of each elected member of the LSB to participate in the placement and approval of items on the agenda is continually violated.

This KPFT LSB member requests the PNB to correct this situation by adopting the following resolution:

Whereas,
Under Article 16 of the Pacifica Bylaws Roberts Rules of Order Newly Revised govern the Foundation, and Roberts Rules of Order Newly Revised, at §41, pp. 360-361, require that meeting agendas be approved by majority vote of the body,

Therefore, be it resolved:
That proposed agendas for all Pacifica LSB meetings shall be put to a vote of approval of the LSB near the beginning of each meeting, at which time the proposed agenda may be modified or approved by majority vote of the LSB.

2) Problem: The KPFT LSB Chair, with the approval of the KPFT LSB, appointed members Freeland and LeJune to co-chair a Special Committee to Negotiate a Program Council. This decision has never been rescinded. Nevertheless, at a subsequent May 14 meeting of the LSB, the KPFT LSB Chair recognized KPFT LSB Vice-chair Susan Young as the chair of this special committee, based on her claim to have been elected by the committee. Roberts Rules expressly prohibits the election of a committees chair by a committee when its existing chair has been duly appointed (§13, p. 168, lines 1-5). A point of order specifically citing this rule was overruled by LSB Chair Mike Martin, and the attempt to appeal his decision was unsuccessful.

Breach: KPFT LSB is now acting at odds not only with Roberts Rules of Order, but with its own recorded decision, which has never been rescinded. It is a fundamental right of each member of the LSB to expect that decisions made by the Board are valid unless and until rescinded. Two contrary lines of authority have been instituted regarding chairmanship of a committee.

This KPFT LSB member requests the PNB to correct this situation by adopting the following resolution:

Whereas,
Under Article 16 of the Pacifica Bylaws Roberts Rules of Order Newly Revised govern the Foundation, and Roberts Rules of Order Newly Revised, at §13, p.168, lines 1-5, state that no committee may elect its own chair when that chair is duly appointed by the Chair of the assembly.

Therefore, be it resolved
That duly appointed chairs of its committees shall be recognized by the KPFT LSBs presiding officers to speak for their committees, and the actions of any committee not taken under the authority of its duly appointed chair shall be regarded as null and void.

3.) Problem: During the 14 April meeting of the KPFT LSB, the Vice Chair, presiding, denied the members of the LSB the right to offer amendments to incidental main motions made by the Chair of the Governance Committee. (This is reflected in the minutes.) These proposals were neither detailed in the meetings advance notice nor was a 2/3 vote insisted on or recorded as required by Roberts Rules whenever a motion will amend something already adopted (in this case, Roberts Rules themselves, regarding the appointment of committees and appointment of chairs).

Breach: It is a fundamental right of members of the assembly to offer amendments to main motions put before them. Legislation effected through a denial of that right constitutes a continuing breach of that fundamental right until it is nullified. The resulting legislation in this case effectively breaches several vital sections of Roberts Rules (§50 and parts of §13), and effectively prevents present and future Boards from establishing Special Committees in accordance with the method prescribed by Roberts Rules (§13, pp. 167-170).

This KPFT LSB member requests the PNB to correct this situation by adopting the following resolution:
Whereas,
Under Article 16 of the Pacifica Bylaws Roberts Rules of Order Newly Revised govern the Foundation, and Roberts Rules of Order Newly Revised, at §43, p. 374, lines 14-18, clearly allow for the amendment of main motions put before an assembly, and whereas this fundamental right of KPFT LSB members was expressly denied by their presiding officer, Vice Chair Susan Young, during their April 14 meeting during debate of motions made by the Chair of the Governance Committee, as recorded in the minutes of that meeting,

Therefore, be it resolved
That all motions made by the Governance Committee Chair and adopted by the LSB during the April 14 KPFT LSB meeting are hereby nullified.

4) Problem: At this same 4-14 meeting, Vice Chair Susan Young failed to provide opportunity for debate of a later motion to add members to a special committee (prohibited by Roberts Rules § 43, p. 374, lines 28-34), or to name those members once the resolution was passed as requested by the committees Chair and as required by Roberts Rules (§13, p.167, line 15-18. Roberts Rules provide that any main motion put before an assembly is debatable (§43, p. 384, lines 26-27), including the opportunity to offer amendment (§12 , p. 126, lines 18-19).

Breach: The right to debate any motion put before the assembly is fundamental. For this reason, "gaveling through" a motion is expressly prohibited by Roberts Rules (§43, p.374, lines 28-34). This breach continues so long as the undebated decision is allowed to stand.

This KPFT LSB member requests the PNB to correct this situation by adopting the following resolution:

Whereas,
Under Article 16 of the Pacifica Bylaws Roberts Rules of Order Newly Revised govern the Foundation, and Roberts Rules of Order Newly Revised, at §43, p. 374, lines 28-34 expressly prohibit putting an item to a vote before allowing for debate, and whereas KPFT Vice Chair Susan Young, presiding at the 4-14-04 meeting of the KPFT LSB, violated this rule by putting the question of changing the membership of the Special Committee to Negotiate A Program Council without offering members an opportunity to debate the question,

Therefore, be it resolved
That the decision of the April 14 KPFT LSB to add more members to the Special Committee to Negotiate a Program Council is hereby nullified.

5) Problem: The great majority of KPFT LSB members (perhaps as many as 23) are subscribed to a closed listserv, established by LSB member Curt Schroell]] where matters of LSB business have been discussed and deliberated outside of public view. Roberts Rules (§1, p. 2, footnote) frowns on this practice, and requires that, if utilized, such electronic means of communicating business must be specifically authorized by the bylaws and supported by special rules and standing rules, yet none of these conditions exist. The Open Meetings Requirement of the Corporation for Public Broadcasting (Section II. part 1) prohibits the distribution of public funds to broadcasters whose governing bodies do not conduct their deliberations in a public meeting, accessible to all. The deliberations of LSB members in a closed listserv clearly jeopardizes CPB funding for KPFT, and possibly for Pacifica as a whole. At its 4-28-04 meeting, the LSB passed a motion to establish an open Internet forum on which "there is an area for LSB members and LSB created committees to debate issues." This language again appears to contradict both the Roberts Rules and CPB Open Meetings Requirements cited above, as not every member of the Foundation (or even all LSB members at all times) has access to the Internet, and the bylaws do not authorize electronic debate in this format.

Breach: The need for public access to all deliberative activity of the LSB is breached by both the existing private LSB listserv(s) and the idea of electronic debate unauthorized by the bylaws, and CPB funding is jeopardized by both practices.

This KPFT LSB member requests the PNB to correct this situation by adopting the following resolution:

Whereas,
Under Article 16 of the Pacifica Bylaws Roberts Rules of Order Newly Revised govern the Foundation, and Roberts Rules of Order Newly Revised, at §1, p.2. footnote, deliberation by electronic means is prohibited in the absence of bylaws authorization, and whereas the bylaws of the Pacifica Foundation do not authorize its Local Station Boards to conduct normal deliberations outside of its regular public meetings, and whereas the Open Meetings Requirement of the Corporation for Public Broadcasting prohibits the disbursal of funds to grantees whose governing bodys deliberations are not conducted in a manner accessible to the entire public,

Therefore, be it resolved
That all KPFT LSB members are instructed to discuss KPFT LSBs business with a plurality of KPFT LSB members only at physical, publicly announced LSB meetings, and to disband listservs and other electronic means that effectively violate this principle.
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KPFT LSB Minority Report (Freeland) Addendum:

The problems of the suppression of the democratic rights of delegates in the KPFT LSB is symptomatic of larger concerns, which it is hoped the PNB will attend to during its June meeting in Houston:

While some standing/advisory committees have been set into motion by the KPFT LSB and are functional, three others have been either stymied or stillborn. These three are, significantly, those with potential to challenge station management: the programming, financial oversight & budget and the management selection & review committees. It is just in these areas that the LSB is distinguished from the former LAB in sharing with management some direction of the stations future and of its processes, and without exception, these areas, halfway into the KPFT LSBs first year, remain sorely neglected.

1) Programming: The effort to establish a programming committee was deterred by the LSBs decision to pursue the formation of a programming council (via a special committee) with management and other interested parties at its March meeting. A one-month reporting period was established for this group, which met four times, but was unable to complete its task in part because of lack of management participation in its second meeting, and because of doubts raised by the LSB Vice-chair about the agreement of management behind the plan tendered by the Program Manager, which took considerable time to resolve. By the time this special committee was ready to begin its second month of reauthorized life, subsequent attempts to meet directly with the program manager by the committees cochairs had twice been accepted then canceled by the program director; nevertheless, a proposal was prepared for debate and approval by the committee, in hopes of expediting the negotiation. Perhaps not coincidentally, that same May meeting is the one that was disrupted by the illicit attempt s by members of the committee itself to replace its chair(in direct contravention of Roberts Rules of Order, as explained at the time), which has thrown the process into legal limbo, further delaying progress. Five LSB members were involved in this subversion of the Rules of Order, and one of them, LSB Vice Chair Susan Young, thereafter claimed chairmanship of the committee, a claim recognized without explanation by the LSB chair (who had duly appointed the original chairs of this committee). The details of this imbroglio are provided elsewhere in this report, so will not be belabored here. However, it should be noted that a proposal forwarded by me to the chair for inclusion in the minutes of our May meeting to establish a Program Policy Committee for the LSB was not included in the agenda for that meeting, and, as our agendas are not democratically approved, the Chair refused to include it during the May meeting when this omission was noted..

This means that the KPFT LSB is seriously delinquent in meeting its obligations under the Bylaws of the Pacifica Foundation, Article Seven, Section 3, part G. of the bylaws "to . . . work to ensure that station programming fulfills the purposes of the Foundation and . . . that station policies and procedures for making programming decisions . . are working in a fair, collaborative and respectful manner to provide quality programming."

2) Fiduciary Committees:

Budget and Financial Oversight Committee

Both the Management Selection and Review Committee and the Finance and Budget committee were "established" during a KPFT LSB meeting on February 25. In the course of this meeting, the Chair described the mandate of this Committee as "overview and to create a budget for the station . . . and it has to produce a budget to the national board on a quarterly basis, and I do intend to appoint myself to that, as well as the Vice Chair and obviously the Treasurer to that committee." Later he reasserted that this committee would be "responsible for overview of the stations budget, monitoring that budget on a monthly basis and reporting to the national board on a quarterly basis." [http://www.kpftx.org/archive.htm#040225 Houston LSB meeting 2-25-04] As the General Manager has already indicated that he is preparing the budget for the next fiscal year, it appears increasingly likely that he will do so without collaboration by the KPFT LSB Budget and Financial Oversight Committee, which since February has only existed on paper.

Management Selection and Review Committee

This Committee was likewise "established" at the 2-25-04 KPFT LSB meeting. Its purpose was defined as evaluation of the General Manager and Program Director, and initiating the search for candidates for either position should a vacancy occur. No one has yet been named to this committee.

In response to a question by LSB member Weisgal as to when these committees were going to meet, the Chair responded: "Yeah, we are going to generate a schedule for these committees and the chair will coordinate that." This was in February. [http://www.kpftx.org/archive.htm#040225 Houston LSB meeting 2-25-04]

According to the attached report to the PNB from KPFT LSB Chair Martin, "We have created nine standing committees, all which are meeting regularly." This report is, to say the least, not accurate. Not only does Chair Martin gloss over the problems he himself has created by recognizing the LSB Vice Chair,as opposed to its appointed Committee chairs, to speak for the "programming committee" [sic], he also fails to mention that the two fiduciary committees mentioned above, neither of which has even yet had its membership clarified as required by Roberts Rules, HAS YET TO MEET! At this writing, there have been no meetings of either of these two committees scheduled on the KPFT website, nor has either committee ever furnished a report to the LSB at any time. And these are clearly two of the most crucial LSB committees, bearing the highest level of fiduciary responsibility, as recognized by a majority vote of the LSB during its March 17 meeting! [www.kpft.org/lab/labminutes/ KPFT%20Minutes%20_3-17-04_.pdf]

The net effect of this is that the KPFT LSB is seriously delinquent in meeting its obligations under the Bylaws of the Pacifica Foundation Article Seven, Section 3, sections A through F (too lengthy to cite), not to mention section M: "To exercise all of its powers and duties with care, loyalty, diligence and sound business judgment consistent with the manner in which those terms are generally defined . . ."

Supplementary (background) report:

Dear Marty and PNB members,

As promised, I am providing a background supplement to those five of problems of the KPFT LSBs procedural processes in which I am appealing to you to intervene during the June PNB meeting in Houston. I hope that it is clear to you after having read them (and what follows below) that I am not talking about a failure to dot is and cross ts here, but about a clear and consistent pattern of denying fundamental rights of delegates to participate in the democratic governance of KPFT, which the majority of KPFT LSB members are (incredibly) unable or unwilling to challenge. I find myself in the difficult position of being virtually the lone voice of dissent in this matter. Decades of peace movement activity have schooled me for this role, but I had hoped that the Board of a Pacifica radio station would be one place I wouldnt have to play it. Such hope was unfounded. You, then, as the final arbiters of due process and ultimate guardians of the bylaws for which we all fought so hard, are now the last source of appeal, as my many efforts to appeal the matter locally have fallen on deaf ears. I thank you for taking the time you spend acquainting yourself with the particulars involved. Having spent many hours to prepare the presentation of this matter, I know full well how tedious it can seem. I have little doubt that most of you are as busy as I am, and that your time is also at a premium. Yet in the end, nothing is more important for Pacifica than maintaining the integrity of our democratic order for which we have struggled so hard.

Please do not hesitate to contact me if I can clarify any point, or be of further assistance to you in this matter in any way.

Peace,
Ken Freeland
713-218-8063
832-512-4751

Background supplement to KPFT LSB Minority Report (Freeland)

The KPFT LSB Minority Report is pretty self-explanatory, but some members of the PNB may wish further documentation and background discussion regarding each of the interventions requested of the PNB. It is the purpose of this background paper to provide them for each problem identified in the Report.

Please note that all audio files of KPFT LSB meetings are located on the KPFTX website at this URL: http://www.kpftx.org/archive.htm

Please note that the official minutes of KPFT LSB meetings are archived on the KPFT website at this URL:
http://www.kpft.org/lab_meetingschedule.php

Problem 1 (No democratically authorized agenda):

Additional Commentary: None of the KPFT LSBs minutes reflect a vote to approve the agenda. Chair publishes an agenda about a week before the meeting (usually), on which, in theory, any LSB member can place items. However, prior to the May 12 meeting, I submitted four items to the chair, and never received acknowledgment. The agenda did not contain the items I proposed. I was without recourse, and told by the chair when I complained at the meeting that he is "overwhelmed with email," and that I could always get my agenda items on the agenda next month. (Some consolation -- and what guarantee exists?)

I also initiated yet another discussion of the question (other Board members had raised the identical concern at previous meetings), and Chair argued that agenda approval at the meeting would violate Federal Law. This discussion can be heard on the audio file of the May 12 LSB meeting, part 1, right about the middle. Clearly, the Chair has virtual control over the agenda under this current method. LSB members have no way to assure that their items are put on the agenda.
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Problem 2 (LSB Chair fails to recognize appointed Committee chairs to give reports):

Documentation: The Special Committee to Negotiate a Program Council was established at the March 17 meeting of the KPFT LSB. Here are the relevant items from the minutes of the 4-14 LSB meeting (these items follow one another directly in the minutes):

· Programming:
C. Shroell moved, "To create a committee to negotiate with management and interested parties to develop a Program Council proposal and to return to the LSB for a final decision." The motion was voted approved, by a vote of 13 yea and 2 nay. Chair circulated a sign-up list for those interested in serving on the committee and appointed Freeland and LeJune to be Co-Chairs, and asked that the committee report back at the next regular Board meeting.
· Chair’s Appointment of Committee Chairs:
Al Zahir moved, "To decide if the Board approved of the Chair appointing Committee Chairs." Chair abstained from voting. The motion was voted to approve the Chair naming the Comm. Chairs, by a vote of 13 yea and 4 nay.

Commentary: These decisions have never been rescinded or amended. The committee in question met four times in one month and the chairs submitted regular reports to the LSB. Yet at its May 12 meeting, the Board recognized Vice Chair Susan Young to give the report for this committee. This member raised a point of order, and the LSB Chair (an attorney by profession) overruled the claim of the appointed Chair to speak for the Committee, claiming that the Governance Committee had taken away his authority to do so. We can see from the minutes that, whatever the current case, the Chair was clearly authorized by the LSB to name the chairs of this committee. This means that there are two contradictory understandings of who is chairing this Committee: those who were appointed to chair it, and the Vice Chair of the LSB, whom the chair recognized instead to speak for the committee. A house divided cannot stand -- such blatant self-contradictions by the LSB Chair breeds chaos.

Incidentally, it should be noted that the practice of naming "co-chairs" (as opposed to a single chair) to a committee is expressly disparaged by Roberts Rules (RONR p. 168: "The anomalous title co-chairman should be avoided, as it causes impossible dilemmas in attempts to share the functions of a single position." ) This is only common sense, but my remonstrations with the Chair about this issue fell on deaf ears, and he even tried to replace (outside of an LSB meeting) one co-chair with yet another, despite the concerns I had raised, and my citation of Roberts proscription of this practice. Also of interest is that the membership of this special committee was never clearly announced by the Chair or recorded by the Secretary as required by Roberts Rules. [Roberts Rules could not be clearer on the matter (RONR p. 164, lines 7-10) "If the main question is to go to a special (select or ad hoc) committee ... the motion should specify the number of committee members..." (RONR p. 167 lines 15-19) When a motion to refer to a special committee has been adopted, no business except privileged matters can intervene until selection of the committee members is completed..." Then there is the question of the LSB needing to approve any non-LSB members who were to be on this committee (RONR p. 167 lines 11-13 ) " ... the names of all nonmembers being appointed must be submitted to the assembly for approval . . ." This requirement was totally breached.

The following report by the co-chairs of the Special Committee was not permitted by the chair to be given during the committees report period. The point of order raised to remind the LSB chair of who the legally appointed chairs were was overruled, and this members appeal of that ruling was not even seconded!

PC Negotiation Committee report 5-12-04

The chairs of the PC negotiation committee jointly report as follows:

At the meeting of Wednesday 5-5-04, Rhonda Garner requested that the item of electing new chairs to the committee be put on the agenda. Ms. Garner was informed by the chairs that the item was out of order, as the committee was not empowered to elect its own chair. This ruling was appealed by George Reiter, who cited the recent rule adopted by the LSB (GC Item 6, adopted 4-14-05) at the recommendation of the Governance Committee, which directed the chair to appoint conveners rather than chairs when forming committees. Chair Freeland pointed out that the language of that rule, which Reiter had already read aloud, referred to future committees set up by the chair, and failed to specify whether existing committees whose chairs had already been appointed fell within the rule. Chair LeJune observed that in law, ex post facto laws are unconstitutional, and he noted that there should be language in the rule itself which indicated its retroactive intent, and there was none.

After Rhonda Garner was again ruled out of order for an improper point of information, a vote was taken that a new chair be elected by the committee. Only the chairs voted to sustain the ruling of the chair, whereas everyone else in the room, including five members of the LSB, voted to support the appeal.

At this point, a new member of the Committee, Donna McWaters, took it on herself to conduct an election of a new chair for the committee. Shortly thereafter, chair Freeland raised a point of order to the effect that the Committee could not operate in abeyance of Roberts Rules, and that Roberts Rules were effectively discarded by the failure to uphold the Committees legitimate constitution. Freeland also declared that only an LSB-authorized chairmanship then existed, and that any further proceedings of the meeting under alternate chairmanship were null and void, and then Freeland left the meeting.

We submit in documentation a sound recording of this much of the meeting on compact disk.

It is the opinion of the chairs that the members of this committee displayed an appalling lack of understanding of and respect for the rules of order which are mandated for all proceedings of the LSB and its committees. We believe that the LSB and any of its committees cannot operate effectively in the absence of a minimum commitment to these rules of order, and a proper understanding of relevant legislation by the LSB, or a willingness to defer to those who possess that understanding. This minimum requirement was not met by the members of this committee, and so the only remedy that suggests itself, if the committee is to continue in a lawful way, is for the reconstitution of the committee by the full LSB.

Ken Freeland
Dana Andrew LeJune
Co-chairs, Special Committee to Negotiate a Program Council

(PNB members: please note that this sound recording of the meeting in question, documenting this subversion of this special committees structure by five of its LSB members, is available to you at your request. Please reply to this message with your name and mailing address and a compact disk of 20 minutes length will be sent to you so can hear it for yourself.)
(Points of order subsequently (and unsuccessfully) raised by this LSB member to correct the abuses of problems 2 and 3 are attached to this email message.)
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Problem 3 (LSB members denied the right to amend motions)
Commentary and further documentation: The following are the two most objectionable items proposed by the Chair of the Governance Committee, and passed by the LSB at its 4-14-04 meeting, in which vice chair Susan Young, presiding, expressly prohibited LSB members from making motions to amend them.
GC Item 5. Except for the two "fiduciary" committees (Finance and Management Review), all committees will be open to all Pacifica members. As required by the bylaws, the chair will be an LSB member. All original members of a committee will have a equal vote on all items. Subsequent members will have to attend three consecutive meetings and will become voting members at their third meeting. Three consecutive unexcused absences removes the voting privilege. The member must again attend three consecutive meetings to regain the vote. Wished for Amendments were not recognized. Motion voted approved. GC Item 6. Proposed that the Chair of the LSB, in setting up a committee, select a convener, who will act as chair pro tem. Within a few meetings, the committee will choose a chair who will then be voted on by the LSB at the next meeting. A question was asked about "vagueness" in the proposal, no amendments excepted. [sic] Motion voted approved.

First, it should be noted that neither the LSB nor the public were given advance notice that these special rules were to be considered. The "Final Agenda" for this meeting, still available on the KPFT website, lists only:

VI. Committee Reports

-Governance – Deb Shafto
-Development – T.C. Smythe
-Elections – Melinda Iley Dohn
-Outreach – Weisgal, Aguilar

So all proposals with the effect of nullifying whole segments of Roberts Rules of Order were neither announced in advance, as required by Roberts Rules, nor were they permitted to be amended during the "debate" process. These illicit rules were in some measure responsible for the problem that occurred in problem 2, listed above, which demonstrates their deleterious character. And so long as they stand, according to a parliamentarian I have consulted, they constitute a breach of the rights of the existing delegates on the LSB, since their fundamental right to amend motions was denied them, and it ties the hands of not only this LSB but all future LSBs in terms of being able to appoint special committees or limit the number of participants in a committee, without a suspension of the rules in each case. This denial of members rights to amend, together with the derisive "disallowance" of this members parliamentary inquiry about the vice-chairs authority to deny the assembly the right to amend, can be heard in part 4 of the audio archive of the 4-14 LSB meeting. [Not to be missed on this same archive are the statements of no fewer than two LSB members inveighing against the use of Roberts Rules, with no objection from the vice chair. This is a telling indicator of the prevailing atmosphere at KPFT LSB regarding the use of Roberts Rules.]
(Points of order subsequently (and unsuccessfully) raised by this LSB member to correct the abuses of problems 2 and 3 are attached to this email message.)
------------------------------------------------
Problem 4 (Failure to allow for debate of a motion):
Further documentation: This event can be heard toward the end of Part 4 of the audio archive of the KPFT LSB meeting of 4-14-04.
Roberts Rules: RONR p. 374 lines 28-34: "It should be noted that, under legitimate parliamentary procedure, there is non such thing as "gaveling through" a measure . The right of members to debate or introduce secondary motions cannot be cut off by the chairs attempting to put a question to vote so quickly that no member can get the floor -- either when the first states the question or when he believes debate is ended."
Commentary: In the instance in question, not only did the vice chair not open the floor for debate, or close debate, she did not even clearly state the question, which did not include the mention of the individuals who were to be added to the special committee. The whole process was done in seconds, before many Board members were even aware of it, and on the basis of a "point of order" that was not a point of order at all, but a motion to add members to the committee, despite the fact that the chairs of the committee had already agreed to postpone the question to the following meeting. The practice of gaveling through a motion is a clear abuse of authority by the presiding officer, and the results of this rushed vote led to the problem described in #2 above.
--------------------------------------------
Problem 5 (Closed listserv for LSB members):
Further documentation: The Open Meetings requirement of the Corporation for Public Broadcasting can be read here: http://www.cpb.org/about/corp/certification/certreq2.html There can be no question that deliberations in a closed listserv by a quorum of LSB members violates this requirement. Additionally, Roberts Rules (§1, p. 2, foootnote) frowns on this practice, and requires that, if utilized, such electronic means of communicating business must be specifically authorized by the bylaws and supported by special rules and standing rules, none of which exists.

Additional history: On March 26, I was made aware that the listserve to which I had been subscribed without my consent by its creator, LSB member Curt Schroell, contained a quorum of LSB members (virtually all of the LSB members, as well as I could tell). On March 27 I unsubscribed from this listserve, reminding the other members of the LSB on that listserv of the CPB requirements and the opinion of a parliamentarian that we were violating Roberts Rules by holding discussions there, outside of our public meetings,. and I encouraged them to do likewise. I have reason to believe that none of them did so, and attribute to these illegal,closed discussions the concerted opposition to correcting the above-mentioned problems in our parliamentary history.
---------------------------------------------------
Please note that all audio files of KPFT LSB meetings are located on the KPFTX website at this URL: http://www.kpftx.org/archive.htm

Please note that the official minutes of KPFT LSB meetings are archived on the KPFT website at this URL:
http://www.kpft.org/lab_meetingschedule.php
End of supplement.

Appendix item 6a - Ken Freeland (KPFT) report on code of conduct issue

Report on non-enforcement of the KPFT Code of Conduct

The following is submitted by Ken Freeland, member of the KPFT LSB, to the Pacifica National Board on 6-6-06:

The letter below was mailed to Duane Bradley as a certified letter and signed for by him personally on 2 April 2004. When I received no reply, I sent an email to Pacifica Foundation Executive Director Dan Coughlin. When I received no reply to that, I sent a certified letter containing a copy of the letter below and requesting Mr. Coughlins intervention, and it was signed for on 19 May 2004. I have not received a response to that letter. [Documentation of certified delivery is included with this report in bitmap format.]

It is my impression that there is a conspiracy among management personnel to refrain from enforcing the KPFT Code of Conduct. A copy of the Code of Conduct Violation Complaint, which I personally handed to Duane Bradley in early January, is also included in bitmap format. KPFTs public claim to be enforcing a Code of Conduct (it is published in Spanish and in English on KPFTs website) is effectively fraudulent under these circumstances..

3535 W. Holcombe #16
Houston, TX 77025
1 April 2004

Duane Bradley,
General Manager, KPFT
419 Lovett Blvd.
Houston, TX. 77006

Dear Duane:

Late in 2002 I preferred charges against Edwin Johnston for violations of the KPFT Code of Conduct. In accordance with policy, this allegation was eventually heard by a neutral who found in my favor, caused an admonishment to be issued a publicly displayed because of Johnstons defamatory remarks, and also ruled that any further violation would mean that the General Manager should suspend Johnston from all activity at KPFT for a period of ten days.

Shortly thereafter, at a KPFT iLAB meeting, Johnston used a public comment opportunity to repeat the identical defamatory remarks, causing considerable commotion. I reminded you of the ruling, and you agreed with me that he had repeated the offense. You told me that if I made a formal request, that you would follow through as required by the ruling and ban Mr. Johnston from station activities for ten days. I submitted the formal request, but nothing happened. When I inquired about this several weeks later, you indicated that you were no longer willing to adhere to the ruling. We had some discussion, including an impromptu phone conversation with Lisa, the supposed coordinator of this process, but in the end you refused to enforce the Code per the instructions of the neutral, arguing something to the effect that Edwin was now more or less subdued in your opinion, and you wanted to let sleeping dogs lie, and did not expect any more trouble from him. Later last year, Edwin Johnston, in anger at a challenge to his behavior on the Election Committee, called a number of people fascists, and gave me “fascist salute.” I filed a new Code of Conduct violation form a week or so later, and you assured me that you were the right person to give it to, and that you would be “checking with Berkeley,” and would get back to me on it. This was in early January, and it is now early April. You have not said anything to me in three months about my complaint.

At our last LSB meeting, one of our most productive volunteers, who was also called a fascist by Mr. Johnston, Massoud Nayeri, threatened to stop volunteering at KPFT is something is not done about this tolerance for verbal abuse in our midst. I submit that had you acted according to the ruling of the neutral in the first place, that this latter instance of defamation might not have occurred.

The Code of Conduct remains posted on KPFTs website, and remains in effect as our normative guideline to behavior at KPFT. The responsibility of the general manager is stated in the document, viz., and again, you affirmed this when I submitted the most recent charge against Mr. Johnston. It appears to me, however, that you are not carrying out this responsibility by any definition of the term, and it seems to me that because you are not, we continue to have these problems to deal with that the Code of Conduct was originally instituted to solve.

As I have waited a very long time for you to carry out your responsibility in this regard, I am now requesting only a written response to this letter, and I request that a copy of this letter be placed in the KPFTs public record. If there is anything that I have stated in this record that you disagree with (other than my surmisal as to how much better things might be at the station if you had carried out the ruling of the neutral), I will be very interested to hear it. I request that you respond in writing within three business days of your receipt of this certified letter, the date of your receipt of which will be known to me.

Thank you, and peace.

Ken Freeland
Member, KPFT LSB

 

Appendix item 7 - Deb Shafto (KPFT) Statement

The KPFT governance committee has been working on policy for the code of conduct complaints. The KPFT GM will be handing over Freeland complaint to the LSB for handling. Believes that the LSB governance committee will be handling code of conduct complaints now, pending approval by the full LSB. The establishment of this new procedure is why there has been a delay in the handling of the Freeland complaint and now it will be handled promptly. and it will be handled promptly.

 

Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
Approved by the Board of Directors on October 1, 2004.

Directors not present: Donna Jo Warren, Julie Rodriguez,

Also present: Executive Director Dan Coughlin (ED), Lonnie Hicks Chief Financial Officer(CFO)

Meeting convened by Chair Mary Durlin, minutes taken by secretary Roger Manning

Meeting held via teleconference. Webcast and archived at kpftx.org

8:11 Eastern time pm Quorum present. Chair Durlin convenes meeting.

 

AGENDA:
1. Call to order, introduction to agenda - 15 minutes
2. Approval of minutes of several recent meetings - 15 minutes
3. Discussion and Vote on resolution that the PNB make 12 policies concerning the conduct of Delegate Elections - 30 minutes
4. Determine response to WBAI manager regarding request for mediation assistance -15 minutes
5. Discussion and Vote on resolution affirming the rights of Treasurers to all information distributed to the Finance Committee - 15 minutes
6. Motion to reconsider Haiti resolution - 15 minutes
7. Update on FSRN negotiation by Executive Director - 15 minutes
8. Discussion and vote on recommendation from Governance Committee regarding board involvement in FSRN negotiation - 15 minutes
9. Discussion and vote on recommendation from Governance Committee regarding Board/Staff Relations group composition - 15 minutes
10. Adjourn

 

1. Call to order, introduction to agenda - 15 minutes
Chair Durlin covenes meeting and reviews agenda.
Point of Order by Manning agenda doesn't need to be approved as it was pre-determined as required as with a special meeting.
Adelson - requests that item 6 be moved to the end of the meeting. No objection to agenda as amended.

 

2. Approval of minutes of several recent meetings - 15 minutes

MOTION by Adelson to postpone to approve minutes of September PNB meeting
PASSES with no objection

 

3. Discussion and Vote on resolution that the PNB make 12 policies
concerning the conduct of Delegate Elections - 30 minutes

MOTION by Shields to adopt the policies that were presented by the erc 12 at the PNB meeting in Houston

Point of order by Hicks (CFO) that it may be better to consider the items separately

Point of order by Spooner that a motion to do this would need to be made by a director.

MOTION to amend by Randhawa to separate the question on the items all 12 questions

Question called by Roberts on Randhawa motion - PASSES with no objection

Randhawa motion - PASSES with no objection

Discussion on how to proceed. Shields will read policy. 1 staff will comment, and then 2 pro and 2 con directors will speak per item.

Beginning line for the 12 Elections Committee Resolutions:
RESOLVED: That the Board of Directors adopts the following policies governing the conduct of Pacifica Delegate Elections:

Item 1: read by Shields.

1. That the National Elections Supervisor shall have full independent authority to supervise all aspects of the elections, and to direct national and station management and staff, as necessary, as well as the Local Elections Supervisors, to insure that fair elections are conducted in compliance with the requirements of the bylaws.

Discussion.

MOTION to amend by Walker to accept ED's recommendation for striking the words "national" , "station management", "staff", and "independent." Not seconded.

MOTION by Randhawa to amend item one to read:
1. That the National Elections Supervisor shall have full authority to supervise all aspects of the elections, and to work with national and station management , as necessary, as well as the Local Elections Supervisors, to insure that fair elections are conducted in compliance with the requirements of the bylaws.

Discussion.

MOTION to extend discussion by Walker. No objection. Discussion extended by one more pro and con on Randhawa amendment.

Vote on Randhawa amendment:
Adelson - n
Allen - n
Cooper - y
Durlin -
Kiteka - y
Kolhatkar - y
Laforest - y
Lane - y
Maldonado - n
Manning - n
Olusagun - n
Randhawa - y
Roberts - y
Rodriguez -
Santa - n
Sanders -
Schroell - n
Shakir - n
Shields - n
Spooner - n
Walker - y
Warren -
Randhawa amendment FAILS 8 yes,10 no

MOTION by Shields to srtike "and staff" from item one.

Discussion.

ITEM 1 as amended:
1. That the National Elections Supervisor shall have full independent authority to supervise all aspects of the elections, and to direct national and station management, as necessary, as well as the Local Elections Supervisors, to insure that fair elections are conducted in compliance with the requirements of the bylaws.

Vote on Shields motion:
Adelson - y
Allen - y
Cooper - n
Durlin -
Kiteka -n
Kolhatkar - y
Laforest - n
Lane -n
Maldonado - y
Manning - y
Olusagun - n
Randhawa - n
Roberts - n
Rodriguez -
Santa - y
Sanders - y
Schroell -y
Shakir - n
Shields - y
Spooner - y
Walker - n
Warren -
Shields motion PASSES 10 yes, 9 no

Point of order by Adelson that in such a vote where the chair's vote would change the outcome, the chair needs to indicate whether or not they will vote. The chair doe not vote.

Item 2 read by Shields:

2. That the National Elections Supervisor shall designate a secure independent audit procedure to verify member database accuracy in compliance with the bylaws, and shall supervise the updating of the subscribers and donors lists, as well as the paid and unpaid staff lists, at each station, to ensure that the membership rolls meet the requirements of the bylaws. The Local Elections Supervisors and local station management and staff shall work under the direction of the National Elections Supervisor to ensure that the membership lists are as accurate and current as possible.

Discussion

MOTION by Laforest to substitute "work under the direction " with "work with" as by ED suggestion.

MOTION to amend by Walker to substitute "National Elections Supervisor" with "Executive Director"

Point of order by Spooner that we need to move through the amendments one at a time.

Chair rules that the board will, as agreed in this meeting , vote on the original motion first, and if it fails to accept amendments.

MOTION to extend discussion by one more con. No objection.

Discussion continues.

Point of order by Spooner that discussion should be addressing the amendment.

Question called
Adelson -
Allen - y
Cooper - y
Durlin -
Kiteka -n
Kolhatkar - y
Laforest - n
Lane - n
Maldonado - y
Manning - y
Olusagun - n
Randhawa - n
Roberts - n
Rodriguez -
Santa - y
Sanders - y
Schroell - y
Shakir - n
Shields - y
Spooner - y
Walker - n
Warren -
MOTION to end discussion FAILS 11 yes, 8 no

Discussion.

MOTION by Roberts to add "in the event that the National Elections Supervisor, EC, and/or CFO have a significant conflict regarding cost or procedures, the matter will be immediately referred to the PNB"

SUBSTITUTE MOTION by Adelson that National Elections Supervisor will submit a budget for the independent audit process. Motion withdrawn.

Point of order by Spooner that Allen comment is not germane to the motion.

Question called:
Adelson - n
Allen - y
Cooper - y
Durlin -
Kiteka - y
Kolhatkar - y
Laforest - y
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa - n
Sanders - y
Schroell - n
Shakir - y
Shields - n
Spooner - y
Walker - n
Warren -
MOTION to end debate PASSES 14 yes, 5 no

Item 2 as amended:
2. That the National Elections Supervisor shall designate a secure independent audit procedure to verify member database accuracy in compliance with the bylaws, and shall supervise the updating of the subscribers and donors lists, as well as the paid and unpaid staff lists, at each station, to ensure that the membership rolls meet the requirements of the bylaws. The Local Elections Supervisors and local station management and staff shall work under the direction of the National Elections Supervisor to ensure that the membership lists are as accurate and current as possible. In the event that the National Elections Supervisor, EC, and/or CFO have a significant conflict regarding cost or procedures, the matter will be immediately referred to the PNB.

Vote on item 2 as amended:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka - y
Kolhatkar - y
Laforest -
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa - y
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - y
Warren -
Item 2 as amended PASSES 18 yes

Item 3 read by Shields:

3. That we request of each station that at least once a year in any year in which there is an election, no later than July 31st, the station include an official request for address correction in a regular mailing.

Discussion

Item 3 PASSES without objection

Item 4 read by Shields:
4. That the policy of the Pacifica Foundation is that any unpaid staff "bargaining unit" organization or union that is "recognized" by the station management must include all volunteer/unpaid staff who have worked at least 30 hours in the previous 3 months on the production of any radio program produced for the station.

In computing unpaid staff production time, 9 hours of preparation time per person shall be computed for each hour of airtime.

A paid-staff employee of the station shall be the volunteer supervisor who will create and be responsible for written assignments for each volunteer, giving the date, time and location of the work done, and including the signature of the supervisor attesting to the work completed. Where programs are produced by a collective or group of persons, the collective or group must submit a roster of persons working on each program to the station manager and the unpaid staff organization as well as the supervisor of volunteers; these records may be validated by the Elections Supervisor in determining eligibility to vote as a "listener member."

Discussion

Vote on original item 4:
Adelson - n
Allen - y
Cooper - n
Durlin -
Kiteka - n
Kolhatkar - n
Laforest - n
Lane - n
Maldonado - y
Manning - n
Olusagun - y
Randhawa - n
Roberts - n
Rodriguez -
Santa - n
Sanders - n
Schroell - n
Shakir - n
Shields - n
Spooner - n
Walker - n
Warren -
Item 4 FAILS 3 yes, 16 no

Point of order by Shields requesting permission to present an alternative version of item 4. Chair rules that she may present the motion after all of the items have been addressed.

Item 5 read by Shields:

5. That the National and Local Elections Supervisors' contracts shall include a requirement that written reports be submitted to the National Board of Directors by the National Elections Supervisor and each Local Elections Supervisor at the conclusion of the elections concerning the conduct of the elections, and that they ship the ballots to the Pacifica national office for safekeeping at the conclusion of the elections.

MOTION to amend by Randhawa to add that Executive Director will also receive the report.

Discussion.

Point of order by Spooner/Manning that amendments on the floor must be addressed in order.

Discussion

Point of order by Manning clarifying amendment procedure.

ITEM 5 as amended:
5. That the National and Local Elections Supervisors' contracts shall include a requirement that written reports be submitted to the National Board of Directors and Executive Director by the National Elections Supervisor and each Local Elections Supervisor at the conclusion of the elections concerning the conduct of the elections, and that they ship the ballots to the Pacifica national office for safekeeping at the conclusion of the elections.

Randhawa amendment PASSES without objection.

Item 5 as amended PASSES with objection.

ITEM 6 read by Shields:

6. That the election supervisors are directed to enforce the Fair Campaign Provisions in a timely manner, determining sanctions within a few days of infractions. In addition, when dealing with a serious infraction that the perpetrator knew, or should have known, was not allowed, it is better to err on the side of strictness, so as to discourage other would-be infringers. When dealing with minor or possibly inadvertent infractions, it is better to err on the side of leniency. When a complaint is filed, the Local Elections Supervisor should promptly notify the candidate, investigate the facts, render a decision, and notify all concerned in writing.

Discusion. Concerns over vagueness.

MOTION to amend by Olusagun to change 6 to read:
6. That the election supervisors are directed to enforce the Fair Campaign Provisions in a timely manner, determining sanctions within a few days of infractions. When a complaint is filed, the Local Elections Supervisor should promptly notify the candidate, investigate the facts, render a decision, and notify all concerned in writing.

Olusagun motion to amend PASSES with out objection

Vote on ITEM 6 as amended:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka - n
Kolhatkar -
Laforest - y
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa - y
Sanders - n
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker -
Warren -
ITEM 6 as amended PASSES 15 yes, 2 no

ITEM 7 read by Shields:
7. That the National Elections supervisor shall notify the board of directors and the local board of the station concerned by confidential memorandum of any staff or management disciplinary decisions made, as well as any difficulties encountered concerning staff or management with regard to enforcement of the fair elections provisions.

MOTION to amend by Adelson to add "consistent with the remedies described in the bylaws" after "decisions made."

Discussion.

Vote on Adelson amendment to ITEM 7:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka - n
Kolhatkar - y
Laforest - y
Lane -
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa - y
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren -
Adelson amendment PASSES 16 yes, 2 no

ITEM 7 as amended:
7. That the National Elections supervisor shall notify the board of directors and the local board of the station concerned by confidential memorandum of any staff or management disciplinary decisions made, consistent with the remedies described in the bylaws, as well as any difficulties encountered concerning staff or management with regard to enforcement of the fair elections provisions.

Vote on ITEM 7 as amended:
Adelson -
Allen - y
Cooper - y
Durlin -
Kiteka - y
Kolhatkar - y
Laforest - y
Lane -
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa - y
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren -
ITEM 7 as amended PASSES 16 yes, 1 no

ITEM 8 read by Shields:
8. That the ballots shall be mailed to the members with identifying PIN numbers printed on them, as required by the bylaws, and that a secure list showing the PIN number assigned to each member shall be kept by the National Elections Supervisor so that ballots reported lost or missing can be voided and replaced. To insure the secrecy of the ballot, ballots shall be returned in a double-blind system, within a sealed unmarked envelope further enclosed in a return envelope marked with an identifying PIN number; the list of members' PIN numbers shall be retained for a period of one year in a sealed container in the Archives and released only to Pacifica's attorneys upon the direction of the Pacifica National Board, after which it shall be destroyed.

ED -

MOTION by Spooner to amend by striking " To insure the secrecy of the ballot, ballots shall be returned in a double-blind system, within a sealed unmarked envelope further enclosed in a return envelope marked with an identifying PIN number; "

Spooner motion to amend PASSES without objection

ITEM 8 as amended:
8. That the ballots shall be mailed to the members with identifying PIN numbers printed on them, as required by the bylaws, and that a secure list showing the PIN number assigned to each member shall be kept by the National Elections Supervisor so that ballots reported lost or missing can be voided and replaced. The list of members' PIN numbers shall be retained for a period of one year in a sealed container in the Archives and released only to Pacifica's attorneys upon the direction of the Pacifica National Board, after which it shall be destroyed.

ITEM 8 as amended PASSES without objection

Walker was away from the call and for the record objects to item 8 which was just passed.

ITEM 9 read by Shields:
9. That the mailing of the ballots shall be accompanied by a request for contributions, and any contributions received from this mailing shall be allocated by the stations to help offset the costs of the elections if not otherwise covered.

Discussion.

MOTION to amend by Olusagun to change to "shall" to "may"

Vote on Olusagun amendment:
Adelson -
Allen -
Cooper - y
Durlin -
Kiteka - y
Kolhatkar - y
Laforest - y
Lane - y
Maldonado - y
Manning -
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa -
Sanders -
Schroell - n
Shakir - y
Shields - n
Spooner - n
Walker - n
Warren -
Olusagun amendment PASSES 10 yes, 4 no

ITEM 9 as amended:
9. That the mailing of the ballots may be accompanied by a request for contributions, and any contributions received from this mailing shall be allocated by the stations to help offset the costs of the elections if not otherwise covered.

Vote on ITEM 9 as amended:
Adelson -
Allen - y
Cooper - y
Durlin -
Kiteka - y
Kolhatkar - n
Laforest - y
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa - n
Sanders - y
Schroell - y
Shakir - y
Shields - n
Spooner - y
Walker - n
Warren -
ITEM 9 as amended PASSES 14 yes, 4 no

ITEM 10 read by Shields:
10. That election booklets include voluntarily-provided information about the ethnic/racial/gender identity, sexual orientation and disability status of candidates.

Brief Discussion.

PASSES without objection

ITEM 11 read by Shields:
11. That the final ballot database of the last elections, and all future elections, be made available to the public for inspection and analysis.

Discussion.

PASSES without objection

ITEM 12 read by Shields:
12. That the Local and National Elections Supervisors shall develop policies, in consultation with the Executive Director and station managers, for approval by the National Board at the September Board meeting, setting forth detailed expectations of staff and management behavior with regard to the elections and setting forth disciplinary procedures that may be utilized by the elections supervisors to enforce the fair campaign provisions of the bylaws. This policy shall require staff and management to maintain a "hands-off" attitude towards the listener elections, including not mentioning the names of any candidates (or slates of candidates) except in a neutral manner as part of an election supervisor approved candidate program, and shall also prohibit any listener candidate from appearing or being mentioned on the air on any program at any station where s/he is a candidate following the close of nominations, except as part of an election supervisor approved candidate program.
Discussion.

VOTE on ITEM 12:
Adelson -
Allen - y
Cooper - y
Durlin -
Kiteka - y
Kolhatkar -
Laforest - n
Lane - n
Maldonado - y
Manning - y
Olusagun - y
Randhawa - n
Roberts - n
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker - n
Warren -

ITEM 12 PASSES 10 yes, 5 no

Point of personal privilege by Hicks: Elections policy is still missing clear-cut confirmation process, conflict of interest, budget, elected PNB member need have vetting process.

Point of order by Allen - how long will this meeting last?

Point of personal privilege by Coughlin asking board to table to remaining items as the meeting has run long and he has to leave the call.

Chair moves agenda.

MOTION by Shields to substitute for item 4:
4. RESOLUTION TO ESTABLISH NON-STAFF VOLUNTEER ELIGIBILITY FOR MEMBERSHIP:
Resolved: That for purposes of establishing non-staff volunteer membership eligibility for volunteers pursuant to Article Three, Section 1.A of the Pacifica Bylaws, such eligibility shall be held by anyone who has volunteered a minimum of three (3) hours of service to any Foundation radio station, which work shall be performed under the supervision of the Foundation radio station management, including volunteer work on committees of the Local Station Board.

That a paid-staff employee of the station shall be the volunteer supervisor who will create and be responsible for written assignments for each volunteer, giving the date, time and location of the work done, and including the signature of the supervisor attesting to the work completed. These records must be made available to the Elections Supervisor and may be validated by the Elections Supervisor in determining eligibility to vote as a "listener member."

Discussion.

MOTION to amend by Manning to strike from the first sentence in the 2nd paragraph "paid-staff employee of the station shall be the", "who", and "written"

MOTION to amend Manning amendment by Walker to change "supervisor" to "coordinator."
PASSES without objection

Manning MOTION to amend as amended PASSES without objection

MOTION to amend Manning amendment by Spooner for second paragraph to read:
"That a volunteer coordinator will keep records for each volunteer, giving the date, time and location of the work done, and including the signature of the coordinator attesting to the work completed. These records must be made available to the Elections Supervisor and may be validated by the Elections Supervisor in determining eligibility to vote as a "listener member".

Spooner motion PASSES with out objection

Manning amendment as amended by Spooner PASSES without objection

Shields motion as amended:
4. RESOLUTION TO ESTABLISH NON-STAFF VOLUNTEER ELIGIBILITY FOR MEMBERSHIP:
Resolved: That for purposes of establishing non-staff volunteer membership eligibility for volunteers pursuant to Article Three, Section 1.A of the Pacifica Bylaws, such eligibility shall be held by anyone who has volunteered a minimum of three (3) hours of service to any Foundation radio station, which work shall be performed under the supervision of the Foundation radio station management, including volunteer work on committees of the Local Station Board.

That a volunteer coordinator will keep records for each volunteer, giving the date, time and location of the work done, and including the signature of the coordinator attesting to the work completed. These records must be made available to the Elections Supervisor and may be validated by the Elections Supervisor in determining eligibility to vote as a "listener member".

Vote on Shields motion:
Adelson -
Allen -
Cooper - y
Durlin -
Kiteka -
Kolhatkar - y
Laforest -
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa -
Roberts - y
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren -
Shield motion PASSES 12 yes, 1 no

 

4. Determine response to WBAI manager regarding request for mediation assistance -15 minutes
Chair Durlin request she be able to come up with list of potential mediators in NYC to offer WBAI GM. the ED, and WBAI LSB board chair.

MOTION by Lane that Durlin, in consultation with the Executive Director, is authorized to research resources as requested by the WBAI GM for mediation assistance and supply the information to the WBAI GM and Executive Director

Discussion.

Vote on Lane motion:
Adelson - y
Allen -
Cooper - y
Durlin -
Kiteka - y
Kolhatkar -
Laforest -
Lane - y
Maldonado - n
Manning - y
Olusagun - y
Randhawa -
Roberts - y
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren -
Lane motion PASSES 12 yes, 2 no

Discussion.

 

5. Discussion and Vote on resolution affirming the rights of Treasurers to all information distributed to the Finance Committee - 15 minutes

Roberts presents a motion that the Finance Committee approved 9 yes, 1 no.

MOTION by Roberts that the Pacifica National Board affirms the right of the Treasurers of the LSBs, acting on behalf of the local Finance Committees, to have absolute access to all financial data, including, but not limited to, salaries, head-count, and source documents which support the budget line items.

When confidential information is involved, the information will be reviewed in executive session only by the Treasurers and the LSB members of the Committee.

Vote on Roberts motion:
Adelson - y
Allen -
Cooper - y
Durlin -
Kiteka - n
Kolhatkar -
Laforest -
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa -
Roberts - y
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - y
Warren -
Roberts motion PASSES 12 yes, 1 no

MOTION to Recess by Spooner. Withdrawn.

Chair moves to item 8 on the agenda without objection.

8. Discussion and vote on recommendation from Governance Committee regarding board involvement in FSRN negotiation - 15 minutes

Motion from the Governance committee:
"1) That 3 directors will be elected by STV to participate in and represent the board in negotiations with FSRN. These three negotiators within two days after any negotiating session shall prepare summary reports in writing to the board."

2) That the Executive Director will send to the board by email or FAX no later than June 24th any written proposals he has received from FSRN and an outline of the options he sees for Pacifica and the outcome he would like to see in the negotiations with FSRN.

3) That the board will reconvene on July 1st, to consider and discuss the materials provided by the ED and to give guidance to the board representatives to the negotiations; those portions of the meeting concerning general board philosophy and policy overview concerning the FSRN negotiations will be publicly webcast; however, some portions of the meeting may be held in executive session for more detailed discussions if the board deems it advisable. In accordance with the provisions of the bylaws for closed meetings (Art. 6, Sec. 7).

4) That the final contract must be approved by majority vote of the board of directors to become effective."

MOTION to amend by Lane to replace "on July 1st" in part 3 with "at an appropriate time" and remove "and an outline of the options he sees for Pacifica and the outcome he would like to see in the negotiations with FSRN." from in part 2.

Vote on Lane amendment:
Adelson - y
Allen -
Cooper - y
Durlin -
Kiteka - y
Kolhatkar -
Laforest -
Lane - y
Maldonado -
Manning -
Olusagun - y
Randhawa -
Roberts - n
Rodriguez -
Santa -
Sanders - y
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker -
Warren -
Lane amendment PASSES 6 yes, 4 no

Motion as amended:
"1) That 3 directors will be elected by STV to participate in and represent the board in negotiations with FSRN. These three negotiators within two days after any negotiating session shall prepare summary reports in writing to the board."

2) That the Executive Director will send to the board by email or FAX no later than June 24th any written proposals he has received from FSRN.

3) That the board will reconvene at an appropiate time, to consider and discuss the materials provided by the ED and to give guidance to the board representatives to the negotiations; those portions of the meeting concerning general board philosophy and policy overview concerning the FSRN negotiations will be publicly webcast; however, some portions of the meeting may be held in executive session for more detailed discussions if the board deems it advisable. In accordance with the provisions of the bylaws for closed meetings (Art. 6, Sec. 7).

4) That the final contract must be approved by majority vote of the board of directors to become effective."

Vote on main motion as amended:
Adelson - y
Allen -
Cooper - y
Durlin -
Kiteka - y
Kolhatkar -
Laforest -
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa -
Roberts - y
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker -
Warren -
Motion on FSRN negotiation PASSES 11 yes

Nominations are opened for the 3 seats on the FSRN negotiating group:
Sanders, Adelson, Lane, Schorell are nominated.
Notice to absent board members with opportunity to nominate with be sent by the chair.

MOTION to recess until July2 2004, 5pm Pacific time PASSES with out objection.

Meeting recesses at 1:03am eastern

 

---

Meeting reconvenes Friday, July 02, 2004 8:07 pm eastern time. Quorum present.

Directors present:
Dave Adelson, Teresa Allen, Henry Cooper, Marty Durlin, Samuel Kiteka, Sonali Kolhatkar, Ray Laforest, Ambrose I. Lane Sr., Miguel Maldonado, Roger Manning, Kalonji T. Olusagun, Sarv Randhawa, Mark Roberts, Gerald Sanders, Wendy Schroell, Zarinah Shakir, Alice Shields, Carol Spooner, William Walker

Directors not present: Donna Jo Warren

Meeting convened by Chair Mary Durlin, minutes taken by secretary Roger Manning

Meeting held via teleconference. Webcast and archived at kpftx.org

Point of order by Kiteka that proper notice was not given for this special meeting as instructed in the bylaws, Article 6, Section 4 .
Clarification discussion. Is determined that proper and reasonable effort was made.

MOTION by Adelson to move the agenda
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -n
Kolhatkar -
Laforest - n
Lane -n
Maldonado -y
Manning - y
Olusagun - n
Randhawa -y
Roberts - y
Rodriguez - n
Santa - y
Sanders - y
Schroell -y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren -
PASSES 13 yes, 6 no

 

6. Motion to reconsider Haiti resolution - 15 minutes

MOTION by Manning:

Resolved that:

Whereas: adoption of any resolution taking an editorial position on an issue by the Pacifica National Board constitutes a statement by the entire foundation, it's radio stations, and local boards and therefore is a serious matter ; and that the vote regarding the Haiti resolution at the June 6th, 2004 meeting failed to receive a majority of the directors present;
I move that the PNB recognize this lack of consensus and rescind the resolution on Haiti adopted on June 6th, 2004 at the meeting of the Pacifica National Board in Houston.

MOTION 2 [to be considered at the next PNB meeting]:

Resolved that:

Whereas adoption of any resolution taking an editorial position on an issue by the the Pacifica National Board constitutes a statement by the entire foundation, it's radio stations, and local boards and therefore is a serious matter, any such resolution shall require a 2/3 approval of all the directors.

Discussion

Manning calls for the orders of the day. Motion by Kiteka to extend discussion to the end of the current stack - passes without objection. Discussion continues. Lane and Kiteka drop off call in protest.

Vote on motion to rescind:
Adelson - n
Allen - y
Cooper - n
Durlin -
Kiteka - n
Kolhatkar - n
Laforest - n
Lane -
Maldonado - y
Manning - y
Olusagun - n
Randhawa - n
Roberts - n
Rodriguez - n
Santa - n
Sanders - n
Schroell - n
Shakir - n
Shields - y
Spooner - n
Walker - y
Warren -
FAILS yes 5 , no 14

MOTION by Spooner that the PNB request that the Executive Director follow through on the Haiti resolution by seeing that an editorial be aired on the 5 stations as directed in the resolution and to report to the PNB on it's airing.

Point of order by Manning that motion is out of order because the motion wasn't announced with the notice for this special meeting as is required. The chair rules the motion out of order

Spooner says the this motion is related to the motion to rescind and appeals the decision of the chair.

Vote to support the chair's ruling that the Spooner motion is out of order:
Adelson -
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar - y
Laforest -
Lane -
Maldonado - y
Manning - y
Olusagun - n
Randhawa - y
Roberts - y
Rodriguez -
Santa - y
Sanders - n
Schroell - n
Shakir - y
Shields - n
Spooner - n
Walker - y
Warren -
PASSES 9 yes, 6 no

 

7. Update on FSRN negotiation by Executive Director - 15 minutes
Chair reads 6-24-04 ED report on FSRN negotiations.

A Joint Statement from FSRN & Pacifica

FSRN and Pacifica spent the past weekend (June 19-20) looking at ways to better provide for the needs of the Pacifica community in these critical times. We’ve had a successful weekend and we made significant progress and have come to an understanding on some important and fundamental common issues. FSRN is continuing to work through their collective decision making processes and Pacifica management is working through the established governance structure as set up by the Pacifica Foundation. Out of the respect for the sensitive nature of the process, and to foster the full and frank discussion of the issues, all parties have agreed to keep the content of the discussions confidential until a formal understanding might be reached. We appreciate everybody’s concern and thank-you for your continued support.

June 20, 2004
Berkeley, CA

 

8. Discussion and vote on recommendation from Governance Committee regarding board involvement in FSRN negotiation [Done during 6-22-04 session]
Nominations for FSRN negotiating group continues.
Sanders, Adelson, Lane, Schroell were previously nominated on 6-22-04 conference call.
Santa, Roberts additionally nominated.

Candidates speak of their applicable experience and brief discussion.
Spooner reviews Single Transferable Voting method (STV) to be used.
Agreed that ballots will be sent to Spooner and vote will be counted in Berkeley in 7 days.

9. Discussion and vote on recommendation from Governance Committee regarding Board/Staff Relations group composition - 15 minutes

Recommendation from Governance committee:
Directors of the PNB select 2 directors, General Managers select 2 General Managers, and CFO and ED be members of the Board Staff Relations committee. If more than 2 General Managers or 2 Directors want to be members they shall be chosen by STV voting.

Discussion and clarification of proposal.

MOTION to amend by Schroell to there be 5 directors, one from each station on the Board/Staff Relations Committee.
Discussion.

MOTION to amend the amendment by Roberts that all 5 gms be included
Discussion.

MOTION to amend the amendment by Santa to add "and an affiliate director if one chooses to serve."

Santa, Roberts and Schroell motions to amend PASS without objection

MOTION to amend by Shields to amend the main motion as now amended that the 5 directors from the 5 station rotate through that station's 4 directors, one per quarter

MOTION to amend Shields amendment by Olusagun that the decision of rotation be determined that station's directors with the LSB chair

Discussion.

MOTION by Spooner to refer the issue of Board/Staff Relations group composition back to Governance Committee.
PASSES without objection

Chair will be setting another Special meeting in the next couple of weeks, possibly July 16.

Motion to adjourn by Roberts - PASSES without objection

Meeting adjourns 10:25pm eastern

Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
Approved by the Board of Directors on October 1, 2004.

Directors not present: Samuel Kiteka, Sonali Kolhatkar, Zarinah Shakir, Donna Jo Warren,

Also present: Executive Director Dan Coughlin (ED)

Meeting held via teleconference. Convened by Chair Mary Durlin, minutes taken by secretary Roger Manning. Webcast and archived at kpftx.org

8:14 pm Eastern time - Quorum present. Chair Durlin convenes meeting.

 

THE AGENDA:
1. Report back on election of FSRN negotiators and arrangements for them to participate in negotiations. (15 minutes)
2. Report from Governance Committee on recommended composition of Board/Staff Relations Committee -- and manner of rotation of PNB stations reps to that committee. Vote on recommended resolution from committee. (Spooner - 15 minutes)
3. Update on progress of Executive Review Committee. (Roberts - 15 minutes)
4. Report back from ED Dan Coughlin on his progress on airing of Haiti editorial. (5 minutes)
5.Discussion on situation at WBAI, and possible resolution regarding mediation or intervention. (30 minutes)
6. Executive session to discuss legal and personnel matters.

Chair goes over agenda, changing the order of the items without objection.

 

1. Report back on election of FSRN negotiators and arrangements for them to participate in negotiations.

Spooner reports committee election results: Vicki Santa, Gerald Sanders, Ambrose Lane were elected. 15 ballots received. The Executive Director reports that negotiations have been on hold. Will now contact all parties and set up a conference call. Some discussion of what the specific role of the 3 directors in the FSRN negotiations. Spooner re-reads original motion which clarifies role of the involved directors which is , "?to participate in and represent the board in negotiations with FSRN." as well as to consult and inform the full board.

 

4. Report back from ED Dan Coughlin on his progress on airing of Haiti editorial. ED reports that the editorial preparation is still in progress in consultation with the General Managers. Should air in next couple of days.

 

5.Discussion on situation at WBAI, and possible resolution regarding mediation or intervention.
Durlin has asked for a short and long term proposal sfrom the prospective mediators and has been speaking with the WBAI GM.

ED - Has received email complaints regarding violence at the July 7th WBAI LSB meeting. Has spoken with WBAI GM and LSB chair. Has come up with an 8 point plan.[See appendix, item 1] Deepening racial polarization's, particularly in NYC, is a major issue.

Lengthy discussion.

Point of order by ED that discussion is moving into inappropriate areas [ie: issues appropiate for executive session]
Chair rules that ED point is correct.

Discusion continues.
Some Laforest comments regarding Manning and his open letter are protested by Manning and other directors. Manning wishes to enter letter into the record - not voted upon.
Chair refocuses discussion. Discussion of possible action to be taken by PNB at this meeting.

MOTION by Spooner that the PNB:
Authorizes mediation to occur at WBAI with a mediator that the GM and LSB Chair agree upon; will be emailed a copy of safety policy composed by the ED and WBAI GM at least 3 hours prior to the July 27, 2004 WBAI LSB meeting; and directs the ED be to be sure that the safety plan is implemented.

Discussion.

Question called by Schorell
Adelson - n
Allen - n
Cooper - n
Durlin -
Kiteka -
Kolhatkar -
Laforest - n
Lane - y
Maldonado -y
Manning -
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa -
Sanders - n
Schroell - y
Shakir -
Shields - n
Spooner - y
Walker - n
Warren -
Motion to end debate FAILS 7 yes, 7 no

More discussion.

MOTION to amend by Sanders to add as the first item of the motion that the PNB is unalterably opposed to any physical violence from any quarter for any reason any Pacifica meeting or event. Any party that commits violence shall be banned from Pacifica properties and any events until incident can be investigated.

Discussion.

MOTION to amend to the amendment by Walker to add "physical harassment" and to involve
the board staff relations committee - not seconded

More discussion.

MOTION by Spooner to amend to amendment by removing 2nd line of Sanders motion.
Vote on spooner ammendment
Adelson - y
Allen - n
Cooper - n
Durlin -
Kiteka -
Kolhatkar -
Laforest - y
Lane - n
Maldonado - y
Manning - y
Olusagun - n
Randhawa - n
Roberts - y
Rodriguez - n
Santa - y
Sanders - n
Schroell - n
Shakir -
Shields - y
Spooner - y
Walker - y
Warren -

PASSES 9yes, 8no

MOTION by Adelson to Amend Sanders motion That we arrange for the ED to have meetings videotaped

Point of order by Spooner that is not germain to motion on table
Chair rules that the Adelson motion to amend is out of order.

Adelson appeals the decision of the chair

Vote to uphold the ruling of the chair:
Adelson - n
Allen - n
Cooper - y
Durlin - [y - to break tie]
Kiteka -
Kolhatkar -
Laforest - n
Lane - y
Maldonado - n
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Santa - n
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner - y
Walker -
Warren -
Ruling of chair upheld 9 yes, 8 no [chair votes to break tie]

Point of order by Manning that we Sanders motion to amend needs to be approved before voting on main motion

Sanders motion to amend approved without objection.

Spooner motion as amended:

MOTION by Spooner that the PNB:
Is unalterably opposed to any physical violence from any quarter for any reason any Pacifica meeting or event; authorizes mediation to occur at WBAI with a mediator that the GM and LSB Chair agree upon; will be emailed a copy of safety policy composed by the ED and WBAI GM at least 3 hours prior to the July 27, 2004 WBAI LSB meeting; and directs the ED be to be sure that the safety plan is implemented.

Vote on Spooner motion as amended:
Adelson - y
Allen -
Cooper -
Durlin -
Kiteka -
Kolhatkar -
Laforest -
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa -
Roberts - y
Rodriguez - y
Santa - y
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker - y
Warren -
PASSES 12yes

MOTION by Roberts that the resolution shall be read by the LSB chair at the beginning of the LSB meeting
PASSES with objection

Chair Durlin temporarily turns over chairing of meeting to Vice Chair Henry Cooper

MOTION by Adelson that the ED will arrange for the July 27 WBAI LSB meeting to be video taped and that the PNB will be provided with the video. That the PNB recommend any person that we deem to have committed violence or responsible for or incitement of violence A: if staff, will be suspended; B: if programmer, be removed from he air; C) if board members be removed from the board; D) other persons will be band from premises of station and meetings of the board

MOTION to amend by Schorell that the pnb consider any or all video tapes made of event

Vote on Schorell amendment
Adelson - y
Allen -
Cooper -
Durlin - n
Kiteka -
Kolhatkar -
Laforest - n
Lane - n
Maldonado - y
Manning -
Olusagun - y
Randhawa - n
Roberts - n
Rodriguez - n
Santa - n
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker -
Warren -
PASSES 8 yes, 7 no

MOTION to amend by Sanders to strike "incitement"
PASSES without objection

MOTION to amend by Spooner to strike all but first sentence

Vote on amendment
Adelson -
Allen - y
Cooper -
Durlin - y
Kiteka -
Kolhatkar -
Laforest - y
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Santa - y
Sanders - n
Schroell - n
Shakir -
Shields - y
Spooner - y
Walker -
Warren -
PASSES 13 yes, 2 no

Discussion.

Adelson Motion as amended restated:

MOTION by Adelson that the ED will arrange for the July 27 WBAI LSB meeting to be video taped and that the PNB will be provided with the video. In addition the PNB will review any video that anyone wishes to submit.

Vote on Adelson motion
Adelson - y
Allen - y
Cooper -
Durlin - n
Kiteka -
Kolhatkar -
Laforest - y
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - n
Rodriguez - y
Santa - n
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker -
Warren -
PASSES 13yes, no 3

Chair Durlin resumes chairing of meeting from Vice Chair Henry Cooper
2. Report from Governance Committee on recommended composition of Board/Staff Relations Committee -- and manner of rotation of PNB stations reps to that committee. Vote on recommended resolution from committee.

Spooner - Reads recommendation:
Resolved that:
(1) that the Board/staff relations committee shall consist of the ED, CFO and the 5 station General managers, and 1 director from each station area plus an affiliate director if one wants to serve,
(2) that the director reps from the five station areas shall be chosen by the directors from each station area drawing names from a hat among the directors from that station area who are interested in serving on the committee;
(3) that the director reps from each station area shall rotate quarterly among those directors who want to serve on the committee, who shall be chosen by drawing names from a hat, as above,
(4) that there shall be no quarterly rotation of reps required from a station area if none of the 4 directors from that station area wants to make a change in the committee representation from that station area

MOTION by Schorell to adopt Governance Committee resolution.

MOTION to amend to 6 months instead
Vote on a amendment:
Adelson - n
Allen - y
Cooper - n
Durlin -
Kiteka -
Kolhatkar -
Laforest - n
Lane - y
Maldonado - y
Manning - n
Olusagun - y
Randhawa - y
Roberts - n
Rodriguez - y
Santa - n
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker -
Warren -
FAILS 6 yes, 10 no

Vote on main motion:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Santa - y
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker - n
Warren -
PASSES 15 yes, 1 no

Chair takes recommendations on how to proceed in forming committee.
Spooner suggests that a director in each areas conducts hat draw. Durlin will be affiliate director and convener.
No objection

 

3. Update on progress of Executive Review Committee.
Roberts reports that the committee worked on coming up with a date to complete the ED evaluation. Came up with a list of parties to be interviewed. Discussed bringing in independent evaluator

Shields reads recommendation from Executive Review Committee:
Resolved: that the Executive Review Committee complete the evaluation of the ED by the October PNB meeting, using one of the three professional evaluators the Executive Review Committee has found, at an amount not exceeding $10,000.

Discussion.

Vote on Executive Review committee motion:
Adelson - y
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - n
Lane -n
Maldonado -
Manning - y
Olusagun - y
Randhawa - n
Roberts -
Rodriguez -
Santa - y
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker - y
Warren -
PASSES 10 yes, 4 no

Point of order by Manning that upcoming scheduled monthly regular meetings may need to be held as special meetings due to requirement in bylaws concerning regular meetings and teleconferences. Several directors state that this isn't the case. The matter will be discussed at the next Coordinating committee meeting.

 

6. Executive session to discuss legal and personnel matters. Not held.

Meeting adjourned at 12:09 am eastern time

 

---

APPENDIX

1) To: PNB
From: Dan Coughlin, ED
Date: July 23, 2004
Re: Action Plan for Board-Staff Relations

Proposed Plan of Action:

1. PNB to immediately review and approve a Code of Conduct with Sanctions for Delegates and Directors as was the consensus at the April 28 PNB meet.

2. ED to reaffirm Code of Conduct for staff as per personnel policies. (I will be sending out an email to this effect.)

3. PNB to develop a policy that will address Delegate and Director conduct and behavioral issues, including complaint initiation and resolution mechanisms. Let us clarify who is accountable -- and at what level -- for PNB committee activities.

4. PNB to form and activate a Board-Staff Committee to review the totality of complaints presently before the PNB, including looking into the WBAI LSB situation, matters before the PNB regarding the KPFA LSB, as well as the April 19 Staff Concerns letter. The committee would make recommendations to the full PNB. Recognizing the accountabilities in this area, the Board committee should consist of Pacifica Foundation Officers, the Pacifica Foundation Treasurer, and two GMs to be selected. The Committee will put out a call for written statements from individuals who were involved in the alleged incidents/complaints, review both sides, and then render recommendations to the PNB for action. As a matter of urgency, this Ad Hoc Committee will review all outstanding complaints before the PNB regarding Director and Delegate conduct. It is essential for the PNB to respond promptly and timely to these complaints.

5. Formation of Local Board-Staff Committees on a pro-active basis to implement the policy decisions of the PNB and to work (without Robert's Rules of Order) to find mutual agreeable solutions to difficult issues.

6. Diversity Training on Racial and Cultural Issues for all LSBs, Board Directors, staff and volunteers.

7. All Committees of Inclusion to be formed and staffed immediately.

8. Follow up training from Houston retreat on Board and Staff Roles.

Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
Approved by the Board of Directors on October 1, 2004.

Directors not present: Samuel Kiteka, Ambrose Lane, Vicki Santa

Also present: Executive Director Dan Coughlin (ED) and Lonnie Hicks (CFO)

Meeting held via teleconference. Convened by Chair Mary Durlin, minutes taken by secretary Roger Manning. Webcast and archived at kpftx.org

8:10 pm Eastern time Quorum present. Chair Durlin convenes meeting.
Chair goes over agenda.

 

THE AGENDA:

1. Call to order
2. WBAI Mediation. Chair will present RFP responses from mediators, which will be sent out by the end of this week to the PNB, GM Don Rojas, LSB Chair Bertold Reimers and ED Dan Coughlin. (15 minutes)
3. Presentation from ED Dan Coughlin on fiscal and operational issues of National Programming Unit, including FSRN implications. (30 minutes)
4. Consideration of FY05 issues (60 minutes)
5. Elect David Adelson to National Finance Committee. (5 minutes)
6. KPFA issues. William Walker. (25 minutes)
7. Consideration of two resolutions proposed by Dave Adelson (15 minutes)

Resolved:
That all memoranda from station or foundation management to station or foundation personnel or volunteers concerning station or foundation policy/policies be cc'd to the appropriate Local Station Board(s). In the case of national policy, the memoranda shall be copied to all PNB and LSB members.

Resolved:
That copies of any grant applications to be submitted by station management to a potential funding agency or organization be provided to the appropriate LSB prior to the submission of those grants to the funding agency or organization, and that grant applications submitted by the national office be similarly provided to the PNB.

8. Proposed inventory of stations. Alice Shields (15 minutes)
9. Planning for quarterly meeting in DC (30 minutes)
10. Adjourn.

 

2. WBAI Mediation. Chair will present RFP responses from mediators, which will be sent out by the end of this week to the PNB, GM Don Rojas, LSB Chair Bertold Reimers and ED Dan Coughlin.

Durlin has been working on finding mediators resulting in 2 choices. GM and LSB chair will choose. PNB must determine where the funding will come from. Some discussion. Questions regarding existing salaried mediators and whether mediation will help at this time.

MOTION by Roberts that PNB directs ED to instruct the current salaried Pacifica mediator to go to WBAI to investigate and propose a plan and report back without within the month [not seconded]

Chair asks ED to elaborate on person available. Determined that current person is not suitable for mediation at WBAI. More discussion regarding logistics of WBAI mediation.

MOTION by Spooner that 10k be authorized for the WBAI Mediation

Discussion

MOTION to amend by substitution by Roberts to authorize up to 10K of which 5k would come from WBAI for the WBAI mediation [up to 5k from national]

Discussion continues.

Point of order by Spooner clarifying proper voting on amendments and main motions.

Vote on Roberts amendment
Adelson - a
Allen - y
Cooper - y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane -
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - a
Warren - y
PASSES 14 yes

MOTION to amend by Adelson that upon completion of 12 hours of mediation work to request a progress report including a prognosis

Question called with no objection.

MOTION to amend by Roberts upon completion 12 hours to simply receive a progress report form the mediator

Vote on Roberts amendment
Adelson - n
Allen - a
Cooper - n
Durlin -
Kiteka -
Kolhatkar - n
Laforest - y
Lane -
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa -
Sanders - y
Schroell - n
Shakir - y
Shields - n
Spooner - y
Walker - a
Warren -
PASSES 8 yes, 5 no

Main Motion as amended:
MOTION to authorize up to 10K of which 5k would come from WBAI for the WBAI mediation [up to 5k from national]. Upon completion of 12 hours of mediation work to receive a progress report form the mediator.

Vote on main motion:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane -
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir - y
Shields - y
Spooner - y
Walker - a
Warren -
PASSES 14 yes

 

3. Presentation from ED Dan Coughlin on fiscal and operational issues of National Programming Unit, including FSRN implications.
Report not ready. A few questions from directors - ED states that the report can be ready by September.

MOTION by Adelson to hold a special PNB on September 13, 2004 at 5pm Pacific time.
PASSES without objection

 

4. Consideration of FY05 issues
Roberts reports on Finance Committee recommendations. Support expressed for the PNB getting more detailed information on budget items and for an audit of inter-unit fund transfers.

MOTION by Shields that the PNB direct the ED to compile a written operation plan tying it to numbers in the FYO5 budget for the September 13 special meeting

Discussion.

Vote on Shields motion
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - a
Lane -
Maldonado -
Manning - y
Olusagun - n
Randhawa - n
Roberts - n
Rodriguez - n
Santa -
Sanders - y
Schroell - y
Shakir - a
Shields - y
Spooner - y
Walker - y
Warren - y
PASSES 10 yes, 4 no

MOTION by Adelson that the National Finance Committee develop a policy proposal for unbudgeted inter-unit transfers for presentation at the October 2004 PNB meeting, and that there be an audit of inter unit transfers over central services for the period from Jan 2002 to the present, and that the PNB not delay passing the FY05 budget pending this audit.

Discussion.

MOTION to divide the question
PASSES without objection

MOTION by Adelson part 1: that the National Finance Committee develop a policy for unbudgeted inter unit transfers and to brought before the PNB for approval at the October 2004 PNB meeting.

Vote on part 1:
Adelson - y
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - a
Lane -
Maldonado -
Manning - a
Olusagun - a
Randhawa - n
Roberts - n
Rodriguez - a
Santa -
Sanders - y
Schroell - y
Shakir - a
Shields - y
Spooner - y
Walker - a
Warren - n
PASSES yes 6, no 4

MOTION by Adelson part 2: That the PNB request that in the next audit that the auditor audit inter-unit transfers beyond those for central services since 1/1/02, and that the PNB not delay passing the FY05 budget pending this audit.

Vote on part 2:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - a
Lane -
Maldonado -
Manning - y
Olusagun - y
Randhawa - a
Roberts -
Rodriguez - a
Santa -
Sanders - y
Schroell - y
Shakir - a
Shields - y
Spooner - y
Walker - a
Warren - n
PASSES 9 yes, 1 no

 

5. Elect David Adelson to National Finance Committee.
Adelson - other eligible directors indicated non interest
ELECTED without objection.

 

6. KPFA issues. William Walker.

Chair rules that specific names will not be mentioned in this discussion.

Walker - refers to a July memo to PNB that was concerned that a KPFA LSB member of the GM selection committee has violated committee confidentiality agreement and refuses to step down despite a resolution requiring one to do so. Another issue is that a staff member is being defamed on a bay area website - a personnel dispute was put on a public website - puts foundation at risk. Request guidence from the PNB on these isssues.

Point of order by - Spooner that must be cautious to discuss defamation in public meeting..
Point of information - go into exec session?
Point of order by Manning - that exec session during a special PNB meeting needs to be noticed in advance

Discussion.
Secertary leaves call at 11:01pm eastern. Adelson resumes minutes.

MOTION by Randhawa That the Governance committee within 2 weeks hold a meeting in executive session to develop guidelines on LSB members misconduct, where those are charged by station management, and how to deal with it.

MOTION to amend by substitution by Spooner to strike everything in Randhawa motion. To refer to the governance committee the development of policies regarding misconduct by LSB members, for the Governance Committee to present their recommendation at the October 2004 board meeting.

Vote on Spooner substitute motion:
Adelson - y
Allen - y
Cooper - n
Durlin -
Kiteka -
Kolhatkar -
Laforest - y
Lane -
Maldonado -
Manning -
Olusagun - y
Randhawa - n
Roberts -
Rodriguez -
Santa -
Sanders - a
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker y
Warren
PASSES 7 yes, 2 no

Amended main motion:
To refer to the governance committee the development of policies regarding misconduct by LSB members, for the Governance Committee to present their recommendation at the October 2004 board meeting.

Vote on main motion:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - y
Lane -
Maldonado -
Manning -
Olusagun - y
Randhawa - y
Roberts -
Rodriguez -
Santa -
Sanders - a
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker y
Warren
PASSES 9 yes

MOTION by Walker That the GM hiring process at KPFA be placed on hold until a ruling comes back from the Pacifica National Board in regard to the specific breaches of confidentiality in the KPFA GM hiring process.

Question called on Walker motion
Vote to end debate:
Adelson - n
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - n
Lane -
Maldonado -
Manning -
Olusagun - y
Randhawa - y
Roberts -
Rodriguez -
Santa -
Sanders - n
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker y
Warren -
PASSES 8, 4 yes [Chair votes yes to create 2/3 majority to end debate]

Vote on Walker motion:
Adelson - n
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - y
Lane -
Maldonado -
Manning -
Olusagun - n
Randhawa - y
Roberts -
Rodriguez -
Santa -
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker y
Warren -
FAILS 3 yes, 7 no

MOTION by Spooner to adjourn
Adelson - n
Allen - n
Cooper - n
Durlin -
Kiteka -
Kolhatkar -
Laforest - y
Lane -
Maldonado -
Manning -
Olusagun - y
Randhawa - y
Roberts -
Rodriguez -
Santa -
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner - y
Walker y
Warren
FAILS 4 yes, 6 no

Spooner and Randhawa leave call,

 

7. Consideration of two resolutions proposed by Dave Adelson

MOTION by Adelson: Whereas the Pacifica Bylaws specify oversight responsibilities for local boards and the National Boards as follows:

Article 5 Section E of the Pacifica Bylaws
Specific Powers and Duties

Overseeing the conduct, management and control of the Foundation's affairs and activities, including the monitoring of the activities and actions of its radio stations and national staff consistent with applicable law and regulations, the Articles of Incorporation and these Bylaws;

Article 7 Section 3 Specific Powers and Duties
- To review and approve that station's budget and make quarterly reports to the Foundation's Board of Directors regarding the station's budget, actual income and expenditures.
- To prepare an annual written evaluation of the station's General Manager.
- To prepare an annual written evaluation of the station's Program Director.
- To assist in station fundraising activities.
- To work with station management to ensure that station programming fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station, and that station policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming.
- To actively reach out to underrepresented communities to help the station serve a diversity of all races, creeds, colors and nations, classes, genders and sexual orientations, and ages and to help build collaborative relations with organizations working for similar purposes.
- To perform community needs assessments, or see to it that separate "Community Advisory Committees" are formed to do so.
- To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace.

And
Whereas in order to fulfill these responsibilities the National and Local Boards need to be aware of policies and their implementation,

Therefore, let it be Resolved that:
For informational purposes, that all memoranda from station or foundation management to station or foundation personnel or volunteers concerning station or foundation policy/policies be cc'd to the appropriate Local Station Board(s). In the case of national policy, the memoranda shall be copied to all PNB and LSB members.

PASSES without objection.

Walker leaves call

MOTION by Adelson:
Whereas, Local and National Boards should be aware of proposed commitments contained within grant applications, and should be in a position to offer resources or constructive commentary in order to responsibly fulfill the duties described in the Bylaws for these Boards,

Therefore let it be Resolved:
For informational purposes, that copies of any grant applications to be submitted by station management to a potential funding agency or organization be provided to the appropriate LSB prior to the submission of those grants to the funding agency or organization, and that grant applications submitted by the national office be similarly provided to the PNB.

Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -
Kolhatkar -
Laforest - y
Lane -
Maldonado -
Manning -
Olusagun - y
Randhawa -
Roberts -
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner -
Walker
Warren
FAILS for lack of majority of initial quorum (initial quorum was 18)

Teleconference Adjourned at 12:01am Eastern Time

Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
Approved by the Board of Directors on October 1, 2004.

Directors not present: Miguel Maldonado, Vicki Santa, Julie Rodriguez, Zarinah Shakir, William Walker

Vicki Santa (affiliate director) has resigned from the PNB due to health issues. Zarinah Shakir telephoned the secretary to be excused from this meeting due to obligation for WPFW.

Also present: Executive Director Dan Coughlin (ED) and Lonnie Hicks (CFO)

Meeting held via teleconference. Convened by Chair Mary Durlin, minutes taken by secretary Roger Manning. Webcast and archived at kpftx.org

8:20pm Eastern time Quorum present. Chair Durlin convenes meeting.
Chair goes over agenda. Moves item 5 up in the order without objection

THE AGENDA:
1. Call to order.
2. FY05 Budget: Board priorities, including discussion on central services funding for the Archives and line item for board training/consultants.
3. WBAI LSB's right to the mailing list to send out a staff survey as part of their PD review.
4. ED review: question of whether to send a survey to the GMs, Archives Manager, Affiliates Coordinator and CFO.
5. October meeting planning, including discussion on when to begin and what agenda items are crucial.
6. Policy on alternates for FSRN committee or any other ad hoc committees.
7. Proposed inventory of stations.
9. Adjourn.

 

5. October meeting planning, including discussion on when to begin and what
agenda items are crucial.

Chair asks if directors can get into Washington Thursday September 30 in order to start meeting early Friday morning. ED needs to investigate as to whether rooms are available, can know tomorrow morning. Discussion about events planned for that weekend, time needed by various committees to report and logistics of hearing from the station Committees of Inclusion.

MOTION by Shields to fund travel and lodging for the LSB chairs to attend the October 1-3 PNB meeting
Discussion regarding merits and funding considerations.

Vote on Shields motion:
Adelson - a
Allen - n
Cooper - y
Durlin -
Kiteka - n
Kolhatkar -
Laforest - n
Lane - n
Maldonado -
Manning - n
Olusagun - n
Randhawa - n
Roberts - n
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker -
Warren - n
FAILS 5 yes, no 9

MOTION by Laforest the LSB written reports to the PNB include majority and other major positions of their LSB.

SUBSTITUTE MOTION by Spooner to strike Laforest language and that any LSB shall submit a written report to the PNB and that any LSB member or members that wish to submit a minority report may do so.

Discussion.

Vote on Spooner substitute motion:
Adelson - n
Allen - n
Cooper - y
Durlin -
Kiteka - n
Kolhatkar -
Laforest - n
Lane - n
Maldonado -
Manning - n
Olusagun - n
Randhawa - n
Roberts - n
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker -
Warren - n
FAILS 5, 10

Discussion.

Vote on Laforest motion:
Adelson - a
Allen - y
Cooper - n
Durlin -
Kiteka - y
Kolhatkar -
Laforest - y
Lane - y
Maldonado -
Manning - n
Olusagun - a
Randhawa - y
Roberts - a
Rodriguez -
Santa -
Sanders - a
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker -
Warren -y
FAILS 6 yes, 6 no , (chair votes no to break tie )

 

2. FY05 Budget: Board priorities, including discussion on central services funding for the Archives and line item for board training/consultants.
Discussion of priorities. Shields supports Archives regaining it's 3% form central services.

MOTION by Randhawa to table this discussion until Oct. 1 PNB meeting in D.C.

Discussion addressing time constraints and procedures involving developing policy through committees and the full board.

Vote on motion to table:
Adelson - n
Allen - n
Cooper - n
Durlin -
Kiteka - y
Kolhatkar -
Laforest - y
Lane - y
Maldonado -
Manning - n
Olusagun - n
Randhawa - y
Roberts - y
Rodriguez -
Santa -
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker -
Warren - n
FAILS 5 yes, 10 no

Discussion of aspects of Pacifica Radio Archives funding including historical background, logistics, and how the method of funding can affect the operating philosophy.

MOTION by Roberts to refer the question of levying central services to fund the Archives to the Finance Committee

Discussion.

Vote on Roberts motion to refer:
Adelson - n
Allen - a
Cooper - n
Durlin -
Kiteka - n
Kolhatkar -
Laforest - y
Lane - y
Maldonado -
Manning - a
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa -
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker -
Warren -
FAILS 5 yes, 7 no

MOTION by Adelson that the Finance Committee submit 2 contingency plans, one with the existing Archives funding mechanism and one using the fixed percent of central services and that the Archives Committee present a report on the rationale of each approach.

Discussion of logistics.

Vote on Adelson motion:
Adelson -y
Allen - y
Cooper - y
Durlin -
Kiteka - y
Kolhatkar -
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa -
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker -
Warren -
PASSES 14 yes, 0 no

MOTION by Spooner that the PNB request a line item in the FYO5 to budget $25,000 for board training/consultants

MOTION by Kiteka to refer the matter line item in the FYO5 to budget $25,000 for board training/consultants to the that Finance committee.

Discussion.

Vote on motion to refer
Adelson - a
Allen - n
Cooper - n
Durlin -
Kiteka - y
Kolhatkar -
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez -
Santa -
Sanders - a
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker -
Warren -
PASSES 7 yes, 5 no

 

3. WBAI LSB's right to the mailing list to send out a staff survey as part of their PD review.
Chair gives overview - in a meeting between the then committee chair, LSB chair and director Shields; and WBAI GM and Pacifica ED WBAI LSB Management Evaluation Committee had requested the WBAI paid staff mailing list in order to send staff their Program Director evaluation survey. The ED turned down the LSB request.

Discussion and debate. Shields presents her case. ED responds that he didn't refuse, but informed that the request needed to go through the PNB Coordinating Committee per the PNB information request resolution.

Point of order by Hicks that we should proceed with for and against statements. Chair - there is no motion currently on the floor.

Discussion continues regarding information request procedure, director's legal absolute right to information, and time restraints with the WBAI PD evaluation survey.

MOTION by Shields that the PNB reaffirms the right of directors to information as directed in the Pacifica bylaws ARTICLE TWELVE, SECTION 3. "Every Director, or his or her designated agent, shall have the absolute right at any reasonable time to inspect and copy all of the Foundation's books, records and documents of every kind and to inspect the physical properties of the Foundation. " That the PNB informs the network of this.

Discussion.

11:03pm Secretary leaves call.
Minutes resume by Schroell

MOTION to table Shields motion regarding absolute right of Directors indefinitely.
Sam yes
Teresa yes
Wendy yes
Henry yes
Dave yes
Carol yes
Sarv yes
Gerald no
Ray yes
Alice no
Kalonji yes
Mark yes
Ambrose yes
PASSES 11-2

MOTION by Spooner that The PNB recommends that the ED and the GM and PD and LSB chair at WBAI and Management Review committee sit down and work out problems on how to proceed with Management Review

SUBSTITUTE MOTION by Adelson to ask the Executive Director to provide concrete way to deal with this issue of Management Review at WBAI immediately.
Sam no
Teresa yes
Wendy no
Henry no
Dave yes
Carol no
Sarv no
Gerald no
Ray yes
Alice no
Kalonji yes
Mark yes
Ambrose yes
Substitute Motion FAILS 6-7

Vote on main motion:
Sam no
Teresa yes
Wendy yes
Henry yes
Dave yes
Carol yes
Sarv yes
Gerald yes
Ray no
Alice yes
Kalonji yes
Mark abstain
Ambrose yes
Spooner Motion PASSES 10-2

MOTION to adjourn
Sam yes
Teresa no
Wendy no
Henry no
Dave no
Carol no
Sarv yes
Gerald no
Ray yes
Alice no
Kalonji yes
Mark yes
Ambrose yes
FAILS 6-7

MOTION by Adelson to thank Vicki Santa for her service and wish her well
PASSES w/o objection (Dave to email language)

 

4. ED review: question of whether to send a survey to the GMs, Archives Manager, Affiliates Coordinator and CFO.

MOTION by Spooner to table until October meeting
Sam
Teresa no
Wendy yes
Henry no
Dave no
Carol yes
Sarv
Gerald no
Ray no
Alice no
Kalonji yes
Mark yes
Ambrose yes
FAILS 5 yes, 6 no

MOTION by Adelson to add the 5 GMs, CFO and Archives Director to ED Review Process and that the data be aggregated separately and presented at the October board meeting
Sam
Teresa yes
Wendy yes
Henry yes
Dave yes
Carol yes
Sarv
Gerald no
Ray yes
Alice abstain
Kalonji yes
Mark no
Ambrose yes
PASSES 8 yes 2no 1 abstention

MOTION to ADJOURN by Spooner - No objection

Meeting adjourned approximately 9:03 PST/11:03CST/12:03EST

Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
Approved by the Board of Directors on October 25, 2004.

Not present: Samuel Kiteka

Also present as officers of the Pacifica Foundation:
Dan Coughlin -Executive Director(ED), Lonnie Hicks Chief Financial Officer(CFO)

Meeting convened by PNB Chair, Marty Durlin.
Minutes taken by PNB Secretary Roger Manning

The full meeting was webcast by www.kpftx.org

AGENDA

Friday, October 1
9 am
1. Executive Session, legal and personnel matters
12:30 Lunch
1:30 pm Executive Session: personnel matters
2:30 Break (15 minutes)

PUBLIC SESSION
2:45 pm
Call to Order
2. Chair?s Comments (10 minutes)
3. Approval of Minutes (10 minutes)
4. Approval of Agenda (10 minutes)
3:15 pm
5. Reports
Brian Deshazor, Archives Director
Ron Pinchback, WPFW Interim GM
Eva Georgia, KPFK GM
Don Rojas, WBAI GM
Duane Bradley, KPFT GM
Jim Bennett, KPFA Interim GM
(all presentations 20 minutes)
6:15 Adjourn
7:30 pm Reception hosted by WPFW

Saturday, October 2
9 am
6. Reports
Dan Coughlin, ED, including updates on WBAI mediation, elections and ADA (60 minutes)
10 am
7. Discussion of National Programming, including FSRN, RFPI (60 minutes)
11am
8. Report from Archives Committee (30 minutes)
11:30 am
9. Finance Committee
CFO Report by Lonnie Hicks (30 minutes)
Review of FY04 Budget to date (30 minutes)
12:30 ? Lunch
1:30 pm
10. Discussion and approval of FY05 Budget (2 hours)
3:30 BREAK (15 minutes)
3:45
11. PUBLIC COMMENT (60 minutes)
4:45
12. Committee Reports
Governance (45 minutes)
Tech (45 minutes)
6:15 Adjourn
9 pm ? A Taste of WPFW (event)

Sunday, October 3
9 am
13. PUBLIC COMMENT (60 minutes)
10 am
14. Committee reports (cont.)
Board Staff Relations (10 minutes)
Programming (10 minutes)
Committees of Inclusion (10 minutes)
10:30 am
15. Race and Nationality Discussion (90 minutes)
12:00
16. Unfinished business, new business (90 minutes)
? Resolution from donna warren that the chair have an administrative assistant
? Strategic planning
? Transition plan for new PNB
? Schedule next regular PNB meeting
1:30 pm - ADJOURN

9:14am PNB convenes in Executive Session to discuss personnel matters.
Minutes are in separate document and are confidential.

3:20 pm PUBLIC SESSION convened

 

2. Chair?s Comments
[Summary] It's crucial that we work together and are functional. Must be bold, but also practical. Pacifica a very powerful media tool - it is good to remember that there are many people depending on us to make their voices heard. We must also continue to work with the alternative media community.

 

3. Approval of Minutes (10 minutes)

MOTION by Spooner to approve all minutes included in board packet supplied for this meeting:
4/28/04, 4/28/04 executive session, 5/26/04, 6/4-6/04, 6/6/04 executive session, 6/22&7/2/04, 7/16/04, 7/26/04, 8-/23/04.
PASSES without objection

 

4. Approval of Agenda

MOTION to amend by Spooner to add executive session on Saturday at 8:00 am
PASSES without objection

MOTION by Laforest to split the 60 minute Saturday public comment session to two 30 minute segments - one before and one after the Finance committee report ? at 11:30 am 4:15pm.
PASSES with out objection

MOTION by Adelson to add motions regarding unbudgeted inter-unit transfers and an editorial resolution on FCC attacks on low power radio to unfinished business on Sunday.
PASSES with out objection

Agenda as amended
PASSES with out objection

 

5. Reports

Brian Deshazor, Archives Director
Gives overview of 3 year plan. Summarizes archives preservation, projects and grant funding. Answers some questions form directors regarding archives operations.

Ron Pinchback, WPFW Interim GM
[Report to be given on Saturday]

Eva Georgia, KPFK GM [Rodriguez gives report]
KPFK expanding fundraising, outreach, physical plant work. Increased numbers of programmers and collectives.

Don Rojas, WBAI GM
Speaks about some improvements in troubled board-staff relations, successful Republican National Convention coverage, improved ratings, recent successful fund drive, and resistance of staff to LSB proposed budget cuts.

Duane Bradley, KPFT GM
Finances going well, community supportive, continued development of news dept. who received 'best of' rating by local paper.

Jim Bennett, KPFA Interim GM
KPFA doing well in fundraising and ratings due to filling gaps left by mainstream media. Building renovations a priority. More youth radio partnering planned on internet stream. Much community praise of recent town hall meeting.

Brief public comment
Comments from a few people from the Pacifica community regarding the stations.

Vice chair Cooper assumes chairing of the meeting.

Technical committee report (moved up due to extra time)
Adelson reports on evolving community based wireless networks discussed at Pacifica's ?tech talk? sessions during this summer?s Grassroots Radio Conference.
Jim Bennett, KPFA - speaks about high usage of Pacifica internet radio - useful as a programmer farm system. Gives a report High Definition Radio (HD). Recommends that it is not developed enough yet and too expensive.

6:28 Adjourn for the day.

SATURDAY, OCTOBER 2
8:22am Executive session reconvenes Minutes are in separate document and are confidential.
9:23am Convene public meeting

Chair adjust order of reports without objection.

WPFW report Ron Pinchback (moved from Friday)
WPFW provides alternative news, culture and dialog in the D. C area. Music important too - jazz. has been part of alternative radio culture. Discussion of the status of the station's relationship with the D.C. Radio co-op during the restructuring of the new department.

Announcement - Chair has Shakir announce evening event hosted by WPFW.

 

7. Discussion of National Programming, including FSRN, RFPI

Radio for Peace International (RFPI) presentation
Chuck Scuritch and James Latham, GM give historical and technical overview of Radio for Peace International and short-wave radio. RFPI was closed down in early 2004 and are seeking help from Pacifica in order to rebuild. Has, and will broadcast Pacifica programming.
Some discussion and questions with PNB. ED is supportive.

MOTION by Adelson that the PNB authorize a 12 hour day of fundraising on the Pacifica 5 stations and affiliates to fund development of Radio for Peace International's (RFPI) facilities to
broadcast Pacifica programming worldwide to the 660 million short wave radio listeners.

Discussion.

MOTION to amend by Walker that the Pacifica foundation analyze the impact of national fundraising days on annual fundraising and that we analyze the impact of mergers with other organizations.

Discussion.

MOTION to amend by Lane to establish a contract with RFPI before conducting a national day of fundraising

Brief discussion.

Vote on Lane amendment:
PASSES unanimously

Point of order by Adelson that Walker amendment doesn't seem to be relevant to Adelson motion.
Discussion.
Walker motion withdrawn without objection.

Adelson calls for role call vote. No objection..

Motion amended to remove "and affiliates" without objection.

MOTION by Adelson as amended: that the PNB authorize one day of fundraising on all 5 stations to raise revenue to fund Radio for Peace International's (RFPI) return to the air, in exchange for which we will contract with RFPI for RFPI to broadcast a Pacifica stream via short-wave radio. A contract with RFPI will be established before conducting the national day of fundraising.

Vote on Adelson motion:
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Sanders - y
Schroell - y
Shakir -y
Shields - y
Spooner -
Walker -
Warren ?y
PASSES 16 yes

 

8. Report from Archives Committee [ moved in agenda without objection]
Archives committee report ? Alice Shields
Held first meeting on September 27. Consulted with Brian Deshazor as to what was the best of 2 fundraising options - he supported going the non 3% central services approach for now.

MOTION by Shields that the PNB choose the budget without central services ( 3%) and that in 6 months the Archive conduct a real cost analysis of the whole Archive budget.
PASSES 14 yes,

 

7. Discussion of National Programming, including FSRN, RFPI (cont.)
ED and Affiliates Coordinator Ursula Rudenberg Reports on FSRN negotiations which are going well. Agreement in principle to establish Pacifica network news service with will incorporate FSRN, detailed proposal ahead. Discussion by PNB follows.

MOTION by Maldonado to extend discussion of this item by 5 minutes ? no objection

Point of order by Adelson ? one of PNB members of FSRN negotiating committee needs to be replaced due to resignation of Vicki Santa.

MOTION: Next highest vote getter in original committee election, Adelson, elected by proclamation to fill vacant seat on the FSRN contract negotiating of the PNB.

 

6. Reports (continued) [order changed by chair without objection]
Executive Director on Pacifica Elections
Candidate statements will be mailed to all members - may need to mailed separately from ballots due to deadlines. There is an audit updating of the membership database lists taking place. Ballots in production by True Ballot who handles union elections.

MOTION by Shields that the ballot mailing be delayed until the candidate statements are ready to be mailed with the ballots

Discussion of logistics and feasibility. It is possible to meet bylaws deadline for ballot mailing, though may be difficult.

Question called - PASSES
Shields calls for role call vote - PASSES

Vote on Shields motion:
Adelson - y
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane -
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - a
Rodriguez - y
Sanders - y
Schroell - y
Shakir -y
Shields - y
Spooner -
Walker - a
Warren -y
PASSES 14 yes, 1 no, 2 abstain

11:41 Brief break
11:52 reconvene for public comment

11. PUBLIC Comment part 1 (Sat. public comment split with half held prior to Finance discussion)
Comments from various Pacifica listeners, staff and LSB members.

12:37pm lunch break
1:40pm resume

 

6. Reports (continued) [order changed by chair without objection]

Report on Americans with Disabilities Act (ADA) issues.
ED reports. A network wide ADA audit of facilities has been requested. There are current efforts to update various facilities. Suggests that Pacifica conduct. Capital campaign needed to raise money for ADA and other physical plant improvements.

MOTION by Lane that the PNB make sure that all facilities owned or rented by Pacifica be ADA compliant

Chair Durlin request a more detailed motion

MOTION to amend by substitution by Walker that the Pacifica National office is instructed to perform an ADA compliance audit of Pacifica facilities: a. establish a list of short-term projects that can be completed within the current capital budget; b. establish a list of long-term projects that can be completed in conjunction with raising long term capital funding; c. that timelines will be created for each of these to be approved by the PNB

Discussion.

MOTION to amend amendment by Warren to substitute the word "cause" for the word "perform"
PASSES with no objection.

MOTION to amend by substitution by Walker as amended: that the Pacifica National office will cause an ADA compliance audit of Pacifica facilities: a. establish a list of short-term projects that can be completed within the current capital budget; b. establish a list of long-term projects that can be completed in conjunction with raising long term capital funding; c. that timelines will be created for each of these to be approved by the PNB.

Vote on Walker motion
PASSES 17 yes

 

9. Finance Committee (FC)
Report from Mark Roberts, FC chair.
Reviews FC committee work ? discussion and monitoring of monthly actuals and budgets, legal billings, governance expenses, local station variances, Pacifica FY05 budget. Special attention has been paid to salary overages and WBAI budget. Goes over FC resolutions including 3 options for the WBAI budget which has not been passed by WBAI LSB.

CFO Report by Lonnie Hicks
Review of FY04 Budget to date:
CFO goes over budgeted verses actuals for FY04 income and spending. Spending went over, but higher than expected income balanced things out.
FYO5 overview:
Goal for the PNB is to authorize budget in time (Oct. 1). Rate of income and expense increases are slowing down from the last few years.
Presents WBAI contingency budgets:
1) Original proposed of WBAI GM, LSB treasurer - based on income of around $4 million
2) WBAI LSB proposal cutting budget by 460k based on 70 days of on-air fundraising at 31k net per day of listener contribution - would reduce salaries by 198k - 5 full time Employees
3) Alternative proposal by GM, business manager and CFO - 171k cuts made from original proposal without cutting salaries

Point of order by Walker ? request chair to more actively moderate presentations and questions

Discussion.

 

10. Discussion and approval of FY05 Budget
Discussion and questions with the CFO, PNB, WBAI GM and WBAI LSB chair. A main issue regarding the WBAI budget is the LSB's concern over number of days of on-air fundraising required and basing spending on over optimistic income projections. There were 92 days for fundraising (adjusted to 85) in FY04 which is considered high and problematic.

Point of order by Hicks to separate FY05 and WBAI contingency budget?

More discussion.

MOTION by Roberts: whereas the PNB recognizes both the concerns of the WBAI LSB and the management and whereas the PNB needs to adopt a FY05 budget for Pacifica, the PNB hereby chooses to approve the WBAI Budget Proposal #3, and directs the National Finance Committee to revisit said budget by November 15, 2004; and further endorses the National Finance Committee requirement that the WBAI LSB, Management, the Executive Director, and the Chief Financial Officer work to improve the WBAI fundraising performance and premium fulfillment.

Discussion.

MOTION to amend by Laforest to change date to 12/3/04 - not seconded

Vote on Roberts motion:
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - a
Laforest - n
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Sanders -
Schroell - y
Shakir -y
Shields - y
Spooner - y
Walker - a
Warren - n
PASSES 14 yes, 2 no, 2 abstain

4:10 break
4:25 reconvene

 

11. PUBLIC COMMENT PART 1 (continued)
Comments from various Pacifica listeners, staff and LSB members.
Point of order by Manning ? that body needs to approve entering any documents into the record. [referring to request from WPFW LSB member]

 

7. Discussion of National Programming, including FSRN, RFPI (continued)

Discussion of national programming / national programming director in FY05 budget
ED ? Pacifica has wanted to hire a National PD for years, but it hasn't been possible. National PD would coordinate the many ongoing network wide programming activities.
Discussion. PNB members concerned that national programming policy should be discussed and established by the PNB before establishing this position.

MOTION by Adelson that PNB adopts KPFK LSB motion that the Pacifica National Board delay the decision regarding a National Program director until the National Programming Committee has developed policy on national programming.

Discussion.

MOTION to amend by Roberts to add "to bring a resolution by" the March 2005 PNB meeting.
PASSES without objection

Discussion

Roberts MOTION to amend:
PASSES without objection

MOTION to amend by substitution by Walker as amended: that the Pacifica National Office does not initiate a hiring process for the National Program Director until the Programming Committee has developed policy on national programming and a resolution is brought forth for approval by the Pacifica Nation Board at the March 2005 meeting.

Roll call vote requested by the chair without objection

Vote on Walker substitute motion
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado - a
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Sanders - y
Schroell - y
Shakir -y
Shields -
Spooner - y
Walker - y
Warren ?y
PASSES 18 yes, 1 abstention

 

12. Committee Reports

Governance Committee
Ambrose Lane has become chair as former Chair Spooner had to resign. Lane reports and submits 3 resolutions from the Governance committee.

MOTION by Lane that the provisions in the Pacifica bylaws, Article 5, Section 7, and Article 7, Section 9 whereby a member ceases to be a member after missing 3 consecutive meetings be applied to committees of the PNB, and that the chair of the committee will notify the chair of the respective LSB of any pending suspension.

MOTION to amend by Spooner to insert ?such that any committee member who misses 3 consecutive committee meetings shall no longer be a member of the committee"

Discussion, clarifying questions etc.
Spooner amendment PASSES without objection

MOTION by Lane as amended: that the provisions in the Pacifica bylaws, Article 5, Section 7, and Article 7, Section 9 whereby a member ceases to be a member after missing 3 consecutive meetings be applied to committees of the PNB, such that any committee member who misses 3 consecutive committee meetings shall no longer be a member of the committee, and that the chair of the committee shall notify the chair of the PNB and the respective LSB of any pending suspension from the committee.
PASSES without Objection

MOTION by Lane: that the PNB schedule a bylaws convention in the Fall of 2005, and that notices commence six months beforehand.

Discussion. The Governance committee discussed timing and logistics at length.

MOTION by Roberts to amend to say after "September 30th"
PASSES as without objection

MOTION by Walker to amend to say prior to "March 30 , 2006"
PASSES as without objection

MOTION by Lane as amended: that the PNB schedule a bylaws convention in the Fall of 2005 after September 30th and prior to March 30 , 2006, and that notices commence six months beforehand
PASSES without objection

Discussion

MOTION by Lane that in order to resolve issues expeditiously, each LSB shall form a standing Grievance and Ethics committee of not less than 5 members to hear any dispute relevant to LSB members and policy concerns and that the PNB establish a standing Grievance and Ethics committee of no less than 5 members to handle any ethics or grievance issues on the PNB level and to hear appeals of decisions from LSB Grievance and Ethics committees. These committees would only meet when necessary.

Discussion.

Motion by Randhawa to table until tomorrow morning
PASSES without objection

 

10. Discussion and approval of FY05 budget (continued)
Discussion of a few changes.

MOTION by Spooner that the line for legal expenses be increased to $311k and that if it's not spent it get sent to surplus in order that the money not be spent on other expenses.
PASSES without objection

MOTION by Roberts that the Pacifica National Board hereby approve the FY05 budget with the following adjustments: establishing a line item for board training of $25k; increasing to full funding of legal expenses at $311k; and that the PNB revisit the implications of negotiations re: national programming and the WBAI budget by 12/3/04.

Discussion of accommodating ADA audit.

MOTION to amend by Warren to add "and with an accommodation for an ADA audit at the five stations, Pacifica Radio Archives and National office."
PASSES without of objection

MOTION by Roberts as amended: that the Pacifica National Board hereby approve the FY05 budget with the following adjustments: establishing a line item for board training of $25k; increasing to full funding of legal expenses at $311k; that the PNB revisit the implications of negotiations re: national programming and the WBAI budget by 12/3/04; and with an accommodation for an ADA audit at the five stations, Pacifica Radio Archives and National office.

Chair asks for role call vote - no objection

Vote on Roberts motion as amended to accept FY05 budget
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Sanders -
Schroell - y
Shakir -y
Shields - y
Spooner - y
Walker - y
Warren ?y
PASSES 18 yes

Acknowledgement and applause for all who completed the difficult work of creating the FY05 budget.
Chair announces tomorrow's session schedule.

6:26 Adjourn for the day.

 

SUNDAY, OCTOBER 3rd

Convene 9:15 am

14. Committee reports (cont.) [moved up in agenda without objection]

Affiliates director report ? Ursula Rudenberg
Currently 52 affiliates. Acknowledges support from Prometheus Radio Project for adding low-power FM stations to affiliates. Urges PNB not to think of National Programming department as competition for local programming but as providing infrastructure and connectivity for the network. Some discussion regarding the role of proposed national program director.

 

13. PUBLIC COMMENT part 2
Comments from various Pacifica listeners, staff and LSB members.

Chair Durlin ? moves to several brief agenda items without objection. Recommends sending 3rd Governance committee resolution back to committee.

MOTION by Spooner that the Governance committee resolution regarding formation of Grievance and Ethics committees by the LSBs presented during the Saturday session be sent back to the Governance committee

Brief discussion.
PASSES without objection

MOTION by Schroell that the PNB authorize the current FSRN working group to also work on the RFPI agreement negotiation in a similar manner.
PASSES without objection

MOTION by Olusagun that upon removal or resignation of any LSB member, all current members and replacement delegates who ranked lower that he/she shall be advanced in accordance to election ranking to fill that void. This seat inheritance process shall be retroactive.

Discussion.

MOTION by Roberts to refer Olusagun motion to governance committee

Discussion.

MOTION to amend the motion to refer by Randhawa that the governance committee come back to the PNB with a recommendation after their next meeting

Point of order by Walker that it is implicit in a motion to refer to committee that a recommendation to the main body will be made.

Orders of the day called by Manning

Motion to refer PASSES without objection

MOTION by Lane: because of the responsibility of the Pacifica Board to leverage contributions of our listeners, the CFO is hereby instructed to investigate, and report to Pacifica's Finance Committee, the terms and conditions that would attach to a loan of (1) $25 million dollars and/or (2) $50 million.

Discussion. Chair questions whether the motion is in order in the agenda.

Point of order by Manning ? item could added to Unfinished business/new business later in agenda

Discussion.

MOTION by Manning to refer the Lane motion to the national finance committee and LSB finance committees for comments.
PASSES without objection

 

14. Committee reports (cont.)

Board Staff Relations
Durlin - Not much has happened yet. Asks ED to convene next meeting. Manning ? so far the committee has primarily worked on defining its role.

Programming
Walker, committee chair reports. Have been discussions of what Pacifica's national programming mission and procedures should be. Discussed parameters for on-air political discussion.

MOTION by Warren that the PNB highly encourage the five sister stations of Pacifica and its affiliates to ensure equal time is given to all ballot accessed candidates, leaving the judgment to the program director to implement this request.

Discussion.

MOTION to amend by Shields to substitute the words ?fair and thorough coverage? for ?equal time?
PASSES without objection.

Discussion.

MOTION by Warren as amended: that the PNB highly encourage the five sister stations of Pacifica and its affiliates to ensure fair and thorough coverage of all ballot accessed candidates, leaving the judgment to the program director to implement this.

Question called by Spooner ? PASSES

Vote on Warren motion as amended:
PASSES 13 yes, 1 no

Committees of Inclusion (C.O.I.) Report
Cooper (KPFT C.O.I) reports. Mixed success and delays in the work of the 5 station C.O.I.s. There are no formal provision in bylaws for national coordination, but efforts are planned to do this.

MOTION by Olusagun that: because inclusion and diversity are the first mentioned in the Pacifica Mission statement and an essential element in operating the C.O.I. process, and because it is a cultural bias to respect the work before us, specifically the work of the anti-racism group of the Pacifica Now conference of June 19, 2002, moves that the report of the anti-racism group of the Pacifica Now conference of June 21, 2002 be supported and that the PNB reaffirm the vote taken by the interim Pacifica National Board in September of 2003 in NYC and establish the Race and Nationality Committee as part of the C.O.I.

Discussion.

MOTION by Walker to refer Olusagun motion to a meeting of a C.O.I. national steering committee to be convened by Cooper within 2 weeks
FAILS 2 yes, 9 no

Point of order Spooner regarding proper order of voting on amendments.

MOTION by Adelson to divide the Olusagun motion
PASSES without objection

MOTION by Adelson that PNB reaffirm of the policy of the interim Pacifica National Board (iPNB) on Race and Nationality
PASSES 17 yes

MOTION by Adelson to approve the 2nd part of Olusagun motion that establishes the Race and Nationality Committee as part of the Committees of Inclusion (C.O.I.)
PASSES 16 yes

Discussion of logistics of coordinating the C.O.I. Cooper will coordinate. Discussion.

MOTION by Randhawa to establish a C.O.I. steering committee - not seconded

Chair - reassesses and adjust agenda. Running short on time. There is concern that the Race and Nationality issue get sufficient time.

MOTION by Walker to postpone the Race and Nationality discussion when the PNB would hold a ?Day of Diversity? to coincide with the Pacifica Annual Meeting in January 2005.

MOTION to amend by Manning to also start the discussion sooner during upcoming scheduled teleconference meetings - not seconded

MOTION to amend by Spooner that the C.O.I conduct planning for that day

MOTION to amend by Randhawa that the Race and Nationality issue be brought back to the full PNB within one month from the date of this PNB meeting so as to address the issue prior to the retiring of this PNB term.

Vote on Randhawa amendment
PASSES 8 yes, 3 no

Vote on Spooner amendment as amended
PASSES 17 yes

MOTION by Walker as amended: to postpone the Race and Nationality discussion until when the PNB would hold a ?Day of Diversity? to coincide with the Pacifica Annual Meeting in January 2005; that the C.O.I conduct planning for that day; and that the Race and Nationality issue be brought back to the full PNB within one month from the date of this PNB meeting so as to address the issue prior to the retiring of this PNB term.
PASSES 17 yes

Discussion.

 

15. Race and Nationality Discussion - postponed (see above motions)

Lunch break 11:30am
Reconvene 12:25

Chairs reviews agenda - the board needs to elect directors to sit on Special Personnel Committee formed during executive session portion of this PNB meeting. One director required from each station.

Nominations for Special Personnel Committee:
Kolhatkar, Shields, Sanders, Walker, Roberts, Randhawa, Laforest, Rodriguez, Schroell, Allen
Vote by ballots using single transferable voting. Paul Surovell (WBAI) and Jim Brown (WPFW) count votes. Meeting time running short. Chair prioritizes remaining agenda items.

 

16. Unfinished business, new business

Schedule next regular PNB meeting
Discussion of goals, logistics and expense considerations. Board training, day of Race and Nationality and participation in Monday MLK day march considered.

MOTION by Roberts that the PNB authorize the five LSB chairs to attend the January 2005 PNB meeting at Pacifica's expense

MOTION to amend by Randhawa that the ED, CFO, and 5 GMs be part of the retreat held at the January meeting

Brief discussion. ED is in support of this effort, but cautions of expense.

Randhawa motion to amend:
PASSES 15 yes

MOTION by Roberts as amended: that the PNB authorize the five LSB chairs to attend the January 2005 PNB meeting at Pacifica's expense and that the ED, CFO, and 5 GMs be part of the retreat held at the January meeting.
PASSES 18 yes

Date of next of Pacifica National Board regular meeting:
Chair informs board to set aside Thursday January 13th noon to end of Monday Jan 17, 2005
No objection

MOTION by Walker that KPFK work with the Pacifica national office to create a host committee to plan for the participation of the Pacifica Foundation board and staff members in the Martin Luther King Parade in Los Angeles on January 17, 2005. The host committee will also plan for the five day January annual meeting.

Discussion. Refining of Walker motion without objection.

MOTION by Walker amended: that KPFK work with the Pacifica C.O.I to create a host committee to plan for the participation of the Pacifica Foundation board and staff members in the Martin Luther King Parade in Los Angeles on January 17, 2005.
PASSES 18

Chair confirms next special PNB special meeting:
Next PNB Special meeting (via teleconference) Monday October 25, 5:00pm Pacific time

Chair reassesses agenda.

MOTION by Adelson to extend meeting by 20 minutes
PASSES 11 yes, 3 no

MOTION by Spooner to table all motions not submitted in writing prior to this PNB meeting
Discussion.
FAILS 6 yes, 7 no [chair breaks tie]
Point of order by Spooner ? motion failed with a tie

 

16. Unfinished business, new business (continued)

Resolution from Donna Warren that the chair have an administrative assistant
Warren ? chair needs help. Administrative assistant would save legal fees in covering much of the information-request-related and other work.

MOTION by Warren to hire administrative assistant for the chair of the PNB:
Whereas the attorneys were asked to review items including legal pleadings and legal memoranda, contracts, policy and procedural guidelines, bylaws, articles of incorporation, certificates of amendment, voter certification, auditor statements, billing invoices, and voluminous emails, letters, drafts, commentary, and procedural instructions related to the production of these documents.

Be it resolved that the PNB search for and hire an in-house paralegal or other competent person to serve as the administrative assistant (AA) to the chair for a comparable salary plus benefits.

Discussion.

Question called by Randhawa - FAILS
Discussion.
Question called by Randhawa ? PASSES

Vote on Warren motion
FAILS 1 yes, 11 no

MOTION by Adelson regarding unbudgeted interunit transfers:
Whereas the PNB passed a resolution at its Aug. 28, 2004 teleconference meeting requesting that the National Finance Committee develop a policy for unbudgeted inter unit transfers to be brought before the PNB for approval at the October 2004 PNB meeting,
And, Whereas due to its recent workload the National Finance Committee has been unable to address this policy to date,
Therefore, Resolved:
1) that the PNB reaffirm its request to the NFC to develop such a policy on unbudgeted interunit transfers as soon as it is able, to be brought before the PNB for approval,
and
2) that in the interim period prior to adoption of such a policy, the Executive Director shall notify the PNB of any contemplated unbudgeted inter-unit transfers, and shall inform the PNB of the reason for the transfer and the status of the transfer, e.g.. whether it will be loan or not, prior to its execution..
PASSES 13 yes

MOTION by Adelson regarding the FCCand micropower broadcasting:
Whereas, the Federal Communications Commission has in recent weeks renewed attacks on micropower broadcasters similar to the attacks that occurred in the late 1990?s, which in turn led to the mass movement that ultimately impelled the FCC to create a new class of micropower licensing,
and,
Whereas, the resulting licensing rules were deeply flawed and in many ways hostile to access to unused FM bandwidth by low-power broadcasters,
and
Whereas, the Pacifica Foundation is an historic advocate of free speech in broadcast media,

Therefore, Resolved:
That the PNB calls on the Pacifica Foundation, local affiliates, and other public radio networks to:
a. Condemn the recent FCC attacks on and shut down of KFAR, First Amendment Radio in Knoxville, TN, and FRSC, Free Radio Santa Cruz, in Santa Cruz, CA.
b. Demand that the FCC cease the attack and shut down of micro-power broadcasters without due process
c. Support the return to the air of KFAR and FRSC, and
d. Support the expansion of all means for democratic communication and participation in broadcast media, including micropower FM broadcasting.
Be it further resolved:
That the Pacifica Foundation and its local affiliates organize discussions, on-air forums, and join with free speech and civic media activists, with the goal of fostering a better understanding of the issues affecting democratic communication through broadcast media, including low-power FM broadcasting. The Executive Director is duly instructed to formulate and distribute an editorial statement reflecting this resolution to all General Managers for airing.

Discussion.

Vote on Adelson motion:
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado -
Manning - a
Olusagun - y
Randhawa - y
Roberts - a
Rodriguez - y
Sanders - y
Schroell - y
Shakir -y
Shields - a
Spooner - y
Walker - y
Warren -a
PASSES 14 yes, 4 abstain

MOTION by Shields that the PNB mandates the ED and the GM of WBAI immediately mail to the paid and unpaid staff the surveys of the management evaluation approved by the WBAI LSB, the mailing to be witnessed by several members of the WBAI LSB and the LSB chair.

MOTION to amend by Randhawa to refer to ED, GM and LSB ? not seconded

Discussion

Question called by Cooper - PASSES 11 yes, 5 no
Vote on Shields motion
PASSES 10 yes, 7 no

Chair presents results of Special Personnel Committee election:
Shields for WBAI, Walker for KPFA, Roberts of WPFW, Schroell for KPFT, Kolhatkar - KPFK

Item on extending election deadline:
Laforest proposes possibility of changing the bylaws to extend the elections deadline by a week in order to permit joint mailing of ballots and candidate statements. Discussion. It is determined that this would be unnecessary.

Meeting wrap-up:
Chair and PNB ? acknowledge vice chair and secretary , WPFW PD Ron Pinchback, LSB chair Jim Brown, Zarinah Shakir, and D.C. crew for hosting this PNB meeting ? many acknowledgements all around - chair, sound crew etc [applause?]

MOTION to adjourn?
FAILS

MOTION by Olusagun that the PNB support and encourage the WPFW-MASC efforts to sign a memorandum of understating between WPFW and the D.C. Radio Co-op members so as to include said MOU in the reconstruction of the new News Division which is stated as being temporary and experimental until the end of the drive and national elections.

Discussion. Some concern that the issue hasn't been fully addressed locally yet.

MOTION to amend Olusagun motion by Manning that the PNB acknowledges the great value of the D.C. Radio Co-op

MOTION by to amend the amendment by Adelson: and to refer the Olusagun motion to the WPFW LSB

Discussion.

MOTION by Walker to divide - no objection

MOTION to table by Roberts
FAILS 6 yes, 8 no

Question on all pending motions as divided called by Spooner
PASSES 17yes, 1 no

Adelson amendment to refer to WPFW LSB
PASSES 16 yes, 1 no

Manning amendment to acknowledge D.C. Radio Co-op
PASSES 15 yes

2:04pm eastern D.C. meeting of the PNB adjourns

Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
Approved by the Board of Directors on October 25, 2004.

Also present as officers of the Pacifica Foundation: Dan Coughlin -Executive Director(ED), Lonnie Hicks Chief Financial Officer(CFO), Kenny Mostern - Pacifica Elections Supervisor

Meeting convened by PNB Chair, Marty Durlin. Minutes take by PNB Secretary Roger Manning
The meeting was webcast by www.kpftx.org

AGENDA:

1. Call to order (10 minutes)
2. Approval of minutes for the 9-13-04 PNB teleconfernce
and Oct 1-3 D.C PNB meeting.(10 minutes)
3. Update - Special Personnel Committee
4. Update Progress of WBAI Mediation, impending resignation of GM and
appointment of interim GM - Dan Coughlin (10 minutes)
5. Update on Elections Mailing and Process (15 minutes)
6. Update on FSRN, RFPI Negotiations - Dan Coughlin, FSRN/RFPI committee
members (15 minutes)
7. Board manuals for incoming board (10 minutes)
8.Collective Bargaining Agreements (10 minutes)
9. KPFK GM Evaluation Comittee Request (10 minutes)
10. Discussion on Race and Nationality policy (60 minutes)
11. Update on planning for January meeting in LA, Day of Diversity,
Committees of Inclusion, Retreat (10 minutes)
12. Adjourn

8:07pm Eastern time Quorum present. Chair Durlin convenes meeting.
Chair goes over agenda. Moves item 5 up in the order without objection

5. Update on Elections Mailing and Process
Kenny Mostern, Pacifica Elections Supervisor reports and answers questions regarding the mailing of ballots and materials for the current Pacifica elections. After numerous delays and logistical problems, the ballots will be mailed out October 26. Some directors are concerned with timeliness of delivery and tractability in the use of third class mailing. The ES has a new system in place utilizing an 800 number to deal with needed replacement ballots. The savings in cost with the current plan are substantial over using first class mailing. There is concern over bylaws compliance with regard to the ES making the decision to push back the elections - a relevant motion is to be introduced. Discussion of Fair Campaign Provisions. ES notes that up to 40% of staff at some Pacifica stations didn't return signed Fair Campaign agreement. Local election supervisors should handle these issues. The elections should be completed by the projected date. The board thanks the ES.

Recommendation from the coordinating committee:

Whereas the PNB recognizes the good faith effort of the elections supervisors to conduct the election in a fair manner for all participants consistent with the spirit and intent of the bylaws to ensure a fair election process for all concerned;

Whereas the PNB, voted that the National Elections Supervisor shall have full independent authority to supervise all aspects of the elections, and to direct national and station management, as necessary, as well as the Local Elections Supervisors, to insure that fair elections are conducted in compliance with the requirements of the bylaws.

The PNB amends the resolution with the following:

Any substantial changes from prior elections practice and procedure, or any decision affecting the bylaws by the National Elections Supervisor, shall be referred in advance to the PNB for review and, if deemed necessary, approval.

There is confusion regarding the recommendation. Chair suggests tabling item to end of the meeting
No objection.

 

2. Approval of minutes for the 9-13-04 PNB teleconference and Oct 1-3 D.C PNB meeting.

MOTION by Lane to approve minutes for the 9-13-04 PNB teleconference and Oct 1-3 D.C PNB meeting.
PASSES without objection.

 

3. Update - Special Personnel Committee
Kolhatkar reports that the committee uses rotating chairs, have met 4 times, and that she is secretary. Had a productive session with the consultant. Making good progress. The committee will deliver a report to the PNB by November 1st which the PNB will discuss in executive session.

Chair schedules PNB executive session set for Mon. Nov. 8. without objection.

Point of order by Adelson - the WPFW director has resigned and needs to be replaced.
Brief discussion.

MOTION by Adelson to elect a director from WPFW as alternate to serve on the Special Personnel Committee to fill vacancy created by resignation of Roberts.
PASSES without objection.

Nominations - Shields nominates Olusagun. Lane and Shakir nominated but decline.

Sole candidate Olusagun elected by proclamation without objection.

 

4. Update Progress of WBAI Mediation, impending resignation of GM and appointment of interim GM - Dan Coughlin Executive Director(ED) reports successful fund drives around the network and increased Arbitron ratings. ED Reports that search for interim General Manager for WBAI is in progress. Directors ask ED if there is a formal written procedure for selecting interim GM. ED says that there is not. It is indicated that the WBAI LSB would like to be involved. ED welcomes LSB involvement. It is requested that the ED post an announcement on Pacifica.org for the position of WBAI GM. ED says that it will done the next day. There is discussion and questions regarding interpretation of Arbitron data.

Point of order by Manning - regarding the need to move agenda

Randhawa leaves meeting.

 

6. Update on FSRN, RFPI Negotiations - Dan Coughlin, FSRN/RFPI committee members ED there hasn't been any negotiations since The October D.C PNB meeting. Plan to meet on Wednesday. Has spoken with Radio for Peace International (RFPI) people. Working on Free Speech Radio News (FSRN) document in order to move forward. CFO advises obtaining legal advice for all agreements.

 

7. Board manuals for incoming board - Carol Spooner
MOTION by Shields (from Spooner)
"Resolved that:
The PNB Governance Committee compile a list of documents needed for a Board Manual for the new board and work with the national office to insure that all national board members receive a Board Manual to the January 2005 PNB meeting."

Discussion regarding who will be able to cover the work.

MOTION by Laforest to postpone Shields motion until next PNB meeting
Adelson - a
Allen - n
Cooper - n
Durlin -
Kiteka - y
Kolhatkar - n
Laforest - y
Lane - y
Maldonado -
Manning - n
Olusagun - y
Randhawa -
Rodriguez -
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner -
Walker -
Warren -
FAILS 5 yes, 7no

Vote on Shields motion
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa -
Rodriguez -
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner -
Walker -
Warren -
PASSES 11 yes

 

8.Collective Bargaining Agreements

MOTION by Shields (from Spooner)
"Resolved that:
Neither Pacifica nor any Pacifica radio station shall enter into any contract or collective bargaining agreement that does any of the following:
(1) attempts to interfere with or restrict the right or ability of the Local Station Boards to screen and select a pool of candidates from which the station General Manager and Program Director shall be hired (Bylaws Article 7, Sections 3.B and 3.E), or
(2) attempts to interfere with or restrict the right or ability of the Local Station Board to conduct written evaluations of the Station General Manager and Program Director (Bylaws Article 7, Sections 3.C and 3.F), or
(3) attempts to interfere with or restrict the rights of the Foundation members -- including union and collective bargaining unit members -- under Bylaws Article 12, Section 12, including the rights of members to the membership address list for purposes reasonably related to their interests
as members or to require the Foundation to provide an alternative means of communication with the membership, or
(4) attempts to restrict the ability or right of the Board of Directors or Local Station Board to carry out their duties and responsibilities under the bylaws as the Board of Directors deems fit and proper."

Chair recommends postponing item until November 22

MOTION by Manning to postpone item 8 until the November 22 PNB meeting.
Adelson -n
Allen - a
Cooper - y
Durlin -
Kiteka -
Kolhatkar - n
Laforest - y
Lane - y
Maldonado -
Manning - n
Olusagun - y
Randhawa -
Rodriguez -
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner -
Walker -
Warren -
FAILS 4 yes, 5 no

Discussion.

MOTION to divide the Shields motion by Laforest
Adelson - a
Allen - n
Cooper - n
Durlin -
Kiteka - y
Kolhatkar - n
Laforest - y
Lane -y
Maldonado -
Manning - y
Olusagun - y
Randhawa -
Rodriguez -
Sanders - a
Schroell - n
Shakir -
Shields - n
Spooner -
Walker -
Warren -
FAILS 5 yes, 5 no

Point of order by Lane - part 3 of the motion includes an inaccurate bylaws reference.

MOTION to amend by Kolhatkar to omit words "section 12" from part 3 of the Shields motion.
PASSES Without objection

MOTION by Shields as amended
"Resolved that:
Neither Pacifica nor any Pacifica radio station shall enter into any contract or collective bargaining agreement that does any of the following:
(1) attempts to interfere with or restrict the right or ability of the Local Station Boards to screen and select a pool of candidates from which the station General Manager and Program Director shall be hired (Bylaws Article 7, Sections 3.B and 3.E), or
(2) attempts to interfere with or restrict the right or ability of the Local Station Board to conduct written evaluations of the Station General Manager and Program Director (Bylaws Article 7, Sections 3.C and 3.F), or
(3) attempts to interfere with or restrict the rights of the Foundation members -- including union and collective bargaining unit members -- under Bylaws Article 12, including the rights of members to the membership address list for purposes reasonably related to their interests as members or to require the Foundation to provide an alternative means of communication with the membership, or
(4) attempts to restrict the ability or right of the Board of Directors or Local Station Board to carry out their duties and responsibilities under the bylaws as the Board of Directors deems fit and proper."

Vote on Shields motion as amended:
Adelson - a
Allen - y
Cooper - y
Durlin -
Kiteka - n
Kolhatkar - y
Laforest - n
Lane - n
Maldonado -
Manning - y
Olusagun - n
Randhawa -
Rodriguez -
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner -
Walker -
Warren -
PASSES 7 yes, 4 no

 

9. KPFK GM Evaluation Committee Request - Sonali Kolhatkar
Kolhatkar reports. A request for information was made, results have been ongoing. Was told that PNB approval is required for a part of the request.

MOTION by Kolhatkar:
Whereas the LSB is charged with evaluating their GM and PD,

Whereas the PNB understands the sensitivity of information contained within past evaluations of a GM and PD,

Be it resolved that:
The PNB authorizes the Executive Director to comply with all information requests filed as per the Pacifica Communications Policy, by LSB management evaluation committees, including past evaluations, with the condition that only elected members of the LSB view sensitive information, after having signed confidentiality agreements.

Discussion. ED advises getting legal advice and proceeding with caution.

MOTION to amend by Adelson to add the following language to the beginning of Kolhatkar moton: The PNB instructs the ED to consult with an attorney to develop language that protects the foundation to the maximum extent possible while being consistent with the intent of the following motion, and to present this to the PNB by the Nov 8, 2004 PNB meeting.
PASSES without objection.

MOTION to amend the amendment by shields in writing.
PASSES without objection.

MOTION to amend by Adelson by amended to add the following language to the beginning of Kolhatkar motion: The PNB instructs the ED to consult with an attorney to develop language that protects the foundation to the maximum extent possible while being consistent with the intent of the following motion, and to present this in writing to the PNB by the Nov 8, 2004 PNB meeting.
PASSES without objection.

MOTION by Kolhatkar as amended:
The PNB instructs the ED to consult with an attorney to develop language that protects the foundation to the maximum extent possible while being consistent with the intent of the following motion, and to present this in writing to the PNB by the Nov 8, 2004 PNB meeting.

Whereas the LSB is charged with evaluating their GM and PD,

Whereas the PNB understands the sensitivity of information contained within past evaluations of a GM and PD,

Be it resolved that:
The PNB authorizes the Executive Director to comply with all information requests filed as per the Pacifica Communications Policy, by LSB management evaluation committees, including past evaluations, with the condition that only elected members of the LSB view sensitive information, after having signed confidentiality agreements.
PASSES with objection.

 

10. Discussion on Race and Nationality policy (60 minutes)
Chair Durlin gives orientation and refers to Race and Nationality Document from June 21 - 23, 2002 adopted by the iPNB that makes 8 recommendations. Discussion of the first of the 8 items which reads as follows:
1. Training and workshops. At all five stations and the national office, paid and unpaid staffs and their unions, management personnel, and Local Advisory Boards (LABs) should cooperatively plan and implement trainings and workshops focusing on issues of race and nationality and their intersection with other forms of oppression such as class, gender, sexuality and disability. These trainings and workshops should be offered to paid and unpaid staff, management personnel, volunteers, listener activists, LAB and National Board members at least once a year, and preferably at least every six months.
Discussion as to how to organize the training and workshops.

MOTION by Cooper to have the Committees of Inclusion (C.O.I.) develop the plan to implement racism training and workshops to take place at the stations.

Discussion.

Point of order by Olusagun that the motion passed in D.C. regarding the race and nationality work already involves the C.O.I.

Discussion.
Cooper motion withdrawn without objection.
Further discussion regarding goals and focus of the training.

Cooper takes over as chair

MOTION by Manning to continue this agenda item of the Discussion on Race and Nationality Policy by adding it to the agenda, earlier in the order, for the upcoming Nov 22, 2004 PNB Special meeting.
PASSES without objection

A little more discussion. Directors dropping off the call.

Durlin resumes chair.

 

11. Update on planning for January meeting in LA, Day of Diversity,
Committees of Inclusion, Retreat
Discussion of the board training packet and other needed organization for the meeting.

MOTION by Spooner to appoint Durlin as point person for researching a facilitator for the board training for the January 2005 PNB meeting.
PASSES without objection

Discussion of existing budget for board training.

MOTION to Adjourn by Shields -PASSES without objection

Adjourn 11:35pm Eastern time.

Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
Approved by the Board of Directors on November 22, 2004.