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.

Rosalinda asks a question about format of reports.

Bob suggests that reports be given in four minutes.

6:12: Half of board members seated; meeting is being streamed. Pacifica.org has documents available to see as meeting continues.

Webcasting versus broadcasting board meetings
Ted Weisgal, former Parliamentarian of National Board, discusses the merits of broadcasting versus streaming. Mr. Weiss suggests that broadcasting shows the democracy and models for other organizations, whereas streaming does not. He suggests that a recap with highlights could be broadcast, as a first step, by the news departments of the radio stations during prime time over a period of weeks to see if there is interest.

6:19: Two-thirds of board members present; 30 individuals in attendance.

Convene - 6:24 pm

Chair pays tribute to PNB members who served and are not returning to the board:
Vice-chair Henry Cooper, KPFT; Secretary Roger Manning, WBAI; Carol Spooner and Gerald Sanders, KPFA; Kalonji T. Olusagun, WPFW; Miguel Maldanado, Alice Shields, WBAI; Samuel Kiteka, KPFT; Vicki Santa, WMNF; Sonali Kolhatkar, KPFK.

Chair expresses appreciation for Leslie Cagan for support. Thanks KGNU for support and understanding, and thanks Pacifica affiliates.

Provisions in bylaws pertaining to affiliates
Timing of officer elections in January versus seating of representatives in March:
-Affiliate representatives cannot serve as officers of foundation due to timing of elections.
-Finance committee—special provisions for who can serve on committee, so difficult to have affiliate serve on committee.

Chair strongly supports bylaws generally; only needs tweaking, not overhaul.

Due to bylaw issues and other issues (KGNU purchased an AM commercial frequency in the Denver market and increased potential audience by two million people), chair states that she has been honored to serve, and hopes to be an affiliate representative.

Thanking Chair
Executive Director Dan Coughlin and others present Marty Durlin, Chair of the PNB, with flowers (daisies and roses), and thanks her for her service.

Agenda revisions
Management and staff reports should include archives and affiliate directors.
Change break at 4:30, reports at 4:45 to 5:00 break and 5:15 LSB Chair reports, of three to four minutes, leaving time for questions.

Movement to approve agenda.
One amendment, to excuse absence of Michael Warren of New York. Unavailable due to surgery. No objection.

Dave Adelson unavailable due to medical emergency.

Bob Lederer asks about whether there is a legal reason in the code of conduct of why discussion cannot happen in open session, and is told no.

Bob then moves that the agenda be amended to move the code of conduct discussion to this evening.

Marty suggests that this issue be moved to the next day at 6:25, due to the agenda item set for that time needing less time than proposed.

Mark Roberts concerned that the reports Marty was speaking of for the next day not be too brief.

Patty Heffley asks if other committees can be added to the 11:00am election of committee members set for the next day. The answer is yes.

Agenda accepted without objection.

Point of order: Skipped over the selection of the secretary pro tem. Maria has graciously volunteered to be the secretary pro tem. Accepted without objection

Approval of minutes
Minutes of previous meeting approved without discussion.

 

PNB Member Introductions
Sarv Randhawa
Mark Roberts, WPFW
Mike Martin, KPFT
Joe Montes, KPFT
Rob Robinson, WPFW
Ambrose Lane, WPFW
Fadi Saba, KPFA
Maria Armoudian, KPFK
Donna Warren, KPFK
Marty Durlin, KGNU
William Walker, KPFA
Bob Lederer, WBAI
Ray LaForest, WBAI
Julie Rodriguez, KPFK
Lavarn Williams, KPFA
Patty Heffley, WBAI
Theresa Allen, KPFT
Zarhinah Shakir, WPFW
Lonnie Hicks, CFO, Pacifica
Dan Coughlin, Executive Director, Pacifica
Wendy Schroell, KPFT

 

Public Comments
Kwazi Nkrumah
Sherna Gluck
Rafael Renteria
Sheldrin
Ted Weisgal
Jane Jackson
Lawrence Reyes
Leslie Radford
Delores Bernal
Dele Ailemen
Luis Garcia
Tony
Mansoor

Five minute break taken

During break a discussion is held for listeners on the radio.

Meeting reconvenes

 

Public comments, continued
Kelly Barnes
Grace Aaron
Jacqueline
Israel Foyer
Ted Weisgal (again)
Lawrence Reyes (again)
Jan Goodman
Luis Garcia (again)
Leslie Radford (again)
Terry Goodman

Several people participate in discussion about when to respond to public comment.

 

Agenda and Schedule changes
Bob proposes changes in Sunday schedule. Proposes that at 1:00 Ambrose Lane and others will do presentation on questions regarding the history of Race and Nationality; at 1:45 there will be a break; 2:00 reconvene with Race and Nationality resolutions, until 6:00, which shall include one hour of public participation. At 6:00 go to new business, until 7:00. Then adjourn.

William Walker proposes moving the 1:00 break to a different time.

Bob concurs.

Ray Laforest wants it to be stated that there was a motion to amend the agenda.

Fadi Saba asks the purpose of the amendment to the schedule and Bob responds.

Mark makes comments regarding schedule change and about Bob’s proposal.
Bob responds to Mark’s comments, explaining his thoughts on his proposal for the agenda change.

Mike Martin explains that they do what Bob is proposing regarding public discussion. Mike asks where the motions came from, and whether they can be looked at ahead of time.

It is stated that board members should have them in the morning, and that an open public conference on the future of Pacific was held in 2002, and from a workshop there came a report on Race and Nationality issues, with recommendations that the board adopted as guidelines and later made policy for Pacifica. The motions on the agenda are the effort to implement those policies.

Wendy Schroell is opposed to the motion. She opposes telling people what they can comment on, and also as to time constraints.

William states that copies of the motions should be made available to the public audience, not just the board members.

Bob states that is the plan.

William suggests putting the motions on the web as well, and states that individuals listening on the webstream be able to make comments, perhaps through email. William agrees with Wendy in regard to not telling people what they can comment on. William makes some suggestions regarding Bob’s proposal.

Ray agrees with Wendy’s comments, and makes some suggestions.

Mark makes comments regarding the time management issues in the Race and Nationality section of the agenda.

Motion to amend the agenda for Sunday
Proposal that at 1:00 presentations by Ambrose Lane and others; 1:45 Race and Nationality resolutions; at approximately halfway through a 15-minute break; 6:00 new business. Makes a motion that they adopt a special order to start at 1:45, which means that under Robert’s Rules whatever business the body is doing at 1:45 will stop in order to cover this issue.

Discussion ensues about this motion.

William makes a recommendation for an amendment regarding two ten-minute breaks.

Ray seconds Bob’s motion.

Bob seconds William’s amendment.

Vote taken.
Yes-12
No-5
Motion carries

Someone asks if two-thirds is required to amend agenda. Vote is one vote short of two-thirds.

Point of order: When a vote requires two-thirds, Robert’s Rules says that the chair may either make or break a tie. If the chair chose to vote for the motion it would have two-thirds and would pass, so it is up to the chair as to whether she wants to exercise that prerogative or not.

People do math in various ways.

Call for a revote.

Discussion regarding numbers.

Call for revote.

Vote taken
Yes-12
No-5
Motion does carry

Establish meeting time in New York, in March
Discussion about third or fourth weekend in March.

Teresa Allen suggests the last weekend in March or first week in April, due to length of time between meetings, and spring break constraints.

Further discussion about timing of meeting.

Julie unable to attend first week of April.

Someone notes that page 19 of bylaws states, “… the board shall also regularly meet in March, June, and September of each year. The four regular board meetings shall rotate through the five foundation radio station areas so that meetings do not take place twice in the same radio station area until a meeting has been held in all other station areas. It is not equivocal.” This person then suggests amending the bylaws.

It is suggested that the bylaws be amended right now.

Further discussion held on this issue.

Motion to have New York meeting April 1, 2, and 3
Seconded by Ambrose
Yes-13
No-1
Abstentions-2
Motion passes

Adjourn for the day

End of transcript of minutes for Friday, January 14, 2005.

 

Respectively Submitted by ____________________ , Secretary of the PNB

Mark Roberts has a question about the WBAI’s budget difficulties, and Mr. Adelson discusses the issue and notes that Lonnie may be better able to discuss this. Lonnie then discusses the issue.

 

Archives Committee: [Cepeda?] couldn’t be available. [Sherna?] gives report. Proposed mission statement is read.

 

Governance Committee: Mike Martin states that this committee would like to recognize and thank Leilani for her work.

The chair adds recognition to Leilani for all of her work, and asks that somebody report to her that she was applauded.

Mike Martin gives report for the Governance Committee, and presents their resolution regarding the bylaws convention.

Motion made to adopt this resolution. Motion seconded. Discussion ensues.

Sarv Randhawa asks when the convention will take place, and is told no date has been set. It is said that the target is after September.

Discussion continues.

Time expired on discussion of this item.

Motion to extend time on discussion of this item by ten minutes. No objection.

Discussion continues.

Mark Roberts proposes amendments to the resolution. In the portion where it states, “We recommend to the PNB that the PNB instruct the five LSB’s …” to amend by insertion, “the five LSB chairs” for specificity. To form these bylaw committees—there is an additional clause, “Where the LSB does not have a governance committee …” then go on to the second paragraph, at the end, “The ad hoc committee report should be approved by the station LSB’s before [inaudible] to the PNB governance committee,” add, “And that the by laws convention should occur at the annual meeting,” which will be in January of ’06. I would like to put a date on that.

William Walker seconds amendment.

More discussion about date.

Dave Adelson would like to amend it to March, due to elections. Dave asks whether there would be amendments to the articles of incorporation.

Sarv Randhawa seconds Dave Adelson’s amendment.

More discussion on the articles of incorporation.

Mark Roberts withdraws his amendment regarding January, and states that he simply wants a date.

Wendy Schroell speaks against putting a timeline on the bylaws convention.

Bob agrees with Wendy.

William Walker asks to divide the first and the substitute to the second amendment, first voting on the date and then vote on LSB chairs amendment.

Mark expresses concern about needing specificity.

Amendment made to make it “no later than the March 6th board meeting.”

LaVarn Williams supports original motion, and wants to add that we will have a preliminary report at the next board meeting.

More discussion.

William Walker states there are 15 seconds left. William Walker notes that without motions being made all suggestions are moot.

Marty Durlin suggests approving the original motion, with the amendment that it is five LSB chairs and the caveat that if stations have no governance committee that they would create an ad hoc bylaws committee. Asks for that resolution to be passed, and then proceed to the other issues.

Bob Lederer moves for a five-minute extension to offer amendment on another aspect.

Marty suggests first getting original resolution passed.

Motion to pass original resolution with slight change that LSB chairs will be the people who will be nominated, and that if there is no governance committee they will put together an ad hoc bylaws committee.
Yes - 16
No - ?
Abstain - 3

Someone states that a second was needed.

Fadi Saba moved Marty Durlin’s amendment and Rob Robinson seconded it.

Motion to extend discussion for five minutes

Motion passes.

Bob Lederer moves to amend the motion to add a second sentence between the first and third sentence, which would read, “These ad hoc committees shall give voting membership to any listener or staff member who attends two consecutive meetings.”

Discussion ensues.

Mark Roberts speaks against amendment.

Patty Heffley asks if motion was seconded.

Motion seconded.

Patty Heffley amends motion—that the committee structure be consisted of the same configuration of listeners and staff as the rest of the foundation, which is 25 percent staff and 75 percent listeners. Discusses this further.

Point of order: Before speaking on motion, must wait for a second.

Teresa seconds motion.

Fadi Saba feels that this motion doesn’t really fit into this.

Further discussion. Move to refer this issue to the governance committee and come back at the next meeting in eight weeks to have them come forth with it then.

Move seconded.

Marty states that the original resolution passed. She notes that there is an amendment, a substitute amendment, and a motion to refer the whole thing to the governance committee.

Motion to refer these questions about the composition of committees and auxiliary questions to the governance committee.
Yes-16
No-1
Abstentions-0

Discussion on vote.

 

Programming Committee: William Walker gives report. William notes that reaching quorum has been difficult and recommends that the LSB chairs look at their membership and do their best to elect new members by the end of the month, if possible.

Dave is concerned that large issues that have been referred to the Programming Committee aren’t being dealt with.

Donna Warren comments on committees and making quorum, and related issues.

Further discussion on this issue.

Time is up on this discussion. Chair points out importance of this issue, and that this message should be carried back to the LSB’s.

William asks that the LSB chairs consider balloting.

 

Audit Committee: Teresa Allen gives report. She states that there is no written report, but that there are minutes available on pacifica.org and that there is a report that Lonnie compiled of 15 years of finances of Pacifica.

Mark Roberts, Donna Warren, Dave Adelson and LaVarn Williams have questions and comments about the report given by Teresa.

 

Coordinating Committee: Dave Adelson gives report.

 

Board Staff Relations Committee: Met once. Dan canvassed and thinks meeting was productive, and would like to reconstitute committee.

 

Executive Review Committee/Special Personnel Committee: Wendy Schroell gives report.

Bob Lederer asks if there is a legal barrier to releasing the job performance objectives to the public and is told that typically best practice is that personnel matters remain confidential; but that it could be discussed with the board.

 

---

ELECTION OF NEW OFFICERS

IRV: Instant runoff voting is explained. IRV is used when there is one seat. STV is used when there are multiple positions. Procedure is explained. Sarv Randhawa has questions about who will tabulate.

Discussion on this issue. Lailoni is nominated to count votes. She accepts and is thanked.

Motion to vote serially so that a candidate can run for another position if not successful in their first choice.

Motion seconded.

No objection given.

Fadi Saba clarifies what will happen in a tie.

Nominations open for chair of Pacifica National Board

Mark Roberts nominates Ambrose Lane
LaVarn Williams nominates Mike Martin

Mike Martin speaks.

Ambrose Lane speaks.

Voting procedure explained. Voting takes place.

Point of order: Two observers needed to watch ballot counting. Volunteers have been found.

Chair asks for attention of directors and asks them to note on the signup sheet going around the room whether they will attend the Martin Luther King parade on Monday. There is an additional signup sheet circulating regarding going to Lamerk Park.

Announcement about committee membership: Article 8, section 2. “Except as otherwise provided in these bylaws, all committees shall include at least one director from each foundation radio station and two delegates who are not then serving as directors from each radio station. Provided, however, that the inclusion of delegates on a committee shall not be required where a board by the majority vote determines that the privileged, sensitive, or confidential nature of the matter is to be addressed by each said committee to preclude the inclusion of delegates as committee members.”

Someone stated that there are some committees that have, for example, no directors from certain areas. Gives example of the governance committee having no one from WPFW. Asks that people check to see that stations are represented on committees—coordinating, archives, governance, audit, finance, programming and technology.

Someone else states that Board Staff relations committee needs to be added to the sheet, as it has been decided to continue that committee.

Dave wants to not have co-chairs, but a chair pro tem, and waiting for another vote until they meet again in person.

Discussion about this matter continues.

Two motions on the floor. One assumes that one candidate will be chair and the other vice-chair, and that they take turns chairing the meeting this weekend and a vote will take place at the April meeting. The second motion is that we have a chair pro tem. It was a substitute motion.

Another substitute motion is suggested.

Clarification is needed on who motioned what. The first motion was made by Marty, which was seconded by Donna Warren. David’s motion was seconded by Wendy Schroell. David’s motion is that a chair pro tem be selected to serve until the next in-person meeting of the board.

Discussion continues.

Point of order: You can’t give the mike and say, “I have a substitute motion.” People must be honored by the chair to conform to Roberts Rules of Conduct.

Sarv Randhawa suggests that election of vice-chair proceeds and that the vice-chair act as chair for the remainder of the time, for the next two or three months until a chair election is held. Sarv Randhawa moves to proceed with the election of the vice-chair and have them act as chair for the remainder of time.

Chair states that there is one motion and two substitutes on the floor.

A question is posed on how many people want to close debate. A vote is taken. It fails.

A questions is posed on how many people do not want to close debate. A vote is taken. It fails.

Point of clarification: Can the motion be divided, and the two substitutions so that they can be voted on separately?

William Walker states that waiting to vote is unfair and says that a decision should be made during this meeting, and continues to speak on this issue.

Bob Lederer moves for a substitute motion.

Point of order: Clarification needed on Roberts Rules on this issue.

Marty Durlin reiterates that the there is an original motion, that these candidates are accepted as chair and vice-chair, as if they had won one or the other and that they take turns chairing the meeting today and tomorrow, and that we make the decision of which will be chair and vice-chair at the April meeting.

Discussion ensues.

Clarification that it was stated “at the next meeting” which will be the March meeting, that will be in April.

More discussion about what was stated.

The statement about the original motion was altered and now states it will be on Sunday.

Marty continues, stating that Dave’s substitute motion was that a chair pro tem be elected, and that the election be conducted in April. Marty then explains Sarv’s substitute motion, that a vice-chair be elected and have them serve as chair and reserve the question of chair until the April meeting. Marty then says that Bob wants to offer yet another substitute motion.

Ted says that “substitute motions” is not being used properly, and explains why. He states that what is going on here is a series of independent main motions, and that a vote should be taken one at a time.

The chair asks if agreement can be found on this.

Mike Martin speaks about the process.

Someone calls the question.

Vote is taken to close debate now.
Yes-6
No-?
It fails again.

Wendy Schroell points out that some have to leave before the end of Sunday.

Mark Roberts suggests that the floor be opened to someone else that the body can coalesce around.

Zarinah says that she was not even considering either of these gentlemen for the vice-chair position.

Bob Lederer urges that all other motions get voted down so that he can present his.

[Laughter]

Bob then explains what his is—to respect the fact that this is currently a 21-member body and only 20 are not present today due to health reasons. Bob thinks all members should be participatory and perhaps be done by telephone over the next two weeks.

More discussion.

Vote on original resolution taken — to have the chair be taken in turns this weekend and to vote before the end of the weekend.

Proposal that the hand count take place earlier on Sunday.

Question if all elections will happen at noon on Sunday.

Candidates are asked if the resolution passes would they want to run for vice-chair and both candidates decline.

Marty’s motion withdrawn.

Point of order: motion can be withdrawn with unanimous consent. Unanimous consent not given.

Marty restates her suggestion that they take turns chairing, and that the one that received less votes on Sunday would become vice-chair. Since neither candidate would like to serve as vice-chair Marty would like to withdraw that motion.

There are no objections to withdrawal of this motion. Motion withdrawn.

Dave’s Motion is that a chair pro tem be elected for now, and continue with the rest of the elections, and reserve the question of the chair until the April meeting.

Vote taken:
Yes-8
No-11
Motion fails

Point of order: Motions should be written on motion cards.

Sarv Randhawa chooses to withdraw his motion in favor of Bob’s motion.

Chair asks if there is objection to withdrawal of Sarv’s motion.

People don’t remember what the motion is, so it is restated. Sarv’s motion was to proceed with the vice-chair election and have that person serve as chair until the next meeting, when a chair is elected.

Discussion.

Withdrawal of motion objected, so vote is taken on Sarv’s motion.

Vote taken:
Yes-5
No-10
Motion fails

Bob Lederer makes his motion. “Hybrid test drive plus telephone motion” he calls it. The understanding is that there would be a pro-tem chair and a pro-tem vice chair elected today, with the understanding that the pro-tem chair would step aside on Sunday to allow the pro-tem vice-chair have a go at it. Two weeks from today a telephonic meeting would be held with all members and vote for the permanent chair and vice-chair.

Discussion.

The motion is seconded.

Zarinah asks why a pro-tem vice-chair is needed. Bob explains that this a construct, as it is the only “legal” way to allow both candidates to “test drive” the position and explains why.

Discussion ensues.

Wendy Schroell would like to amend the motion to elect two pro-tem chairs and that a vote be taken before 2:00 tomorrow to elect a permanent chair.

This motion is seconded.

Discussion on what to call this motion.

More discussion. Discussion on semantics.

William Walker suggests that Marty Durlin, in her capacity as chair, hand over her position as chair to both of the candidates as a provision of the rules, and then the chair election could be held on Sunday and the rest of the elections could proceed, as the candidates are not interested in other positions.

Marty Durlin concurs.

Discussion.

Point of order by Patty Heffley: A telephonic meeting cannot take place to vote, as elections must be held by paper ballot.

More discussion is held.

A move is made to table Bob’s motion until noon Sunday so that William’s suggested can be done.

Vote taken on tabling Bob Lederer’s motion:
Yes-15
No-3

Motion carries.

Marty Durlin then states that she feels she must leave her position as chair right now and asks Ambrose Lane to please chair the meeting.

 

“Interim chair” Ambrose Lane opens the floor to nominations for vice-chair.

Julie Chavez Rodriguez is nominated. The nomination is seconded.

Fadi Saba nominated Maria Armoudian for vice-chair.

No further nominations are made.

Discussions are made.

Julie Chavez Rodriguez gives a statement.

Maria Armoudian gives a statement.

Vote taken on Vice-Chair.

A suggestion is made that while votes are being tabulated that the floor be opened up to public comment.

Marty does not support this idea.

Another objection is made to this idea.

Announcements made while voting is done and tabulated.

Vote has been tabulated. The new vice chair is Julie Rodriguez. The vote was 12 to 7.

 

The chair opens the floor for nominations for secretary.

Julie Rodriguez nominates William Walker. He accepts the nomination.

Fadi Saba is nominated.

Maria Armoudian is nominated.

Fadi Saba gives a statement.

William Walker gives a statement.

Dave asks about the candidates’ facility working with the computer system as the previous secretary was.

Fadi Saba speaks to this issue.

William Walker speaks to this issue.

Another question is posed to the candidates and the candidates respond.

Wendy Schroell poses a question to the candidates and the candidates respond.

Zarinah makes a suggestion.

A ten-minute break is taken so that the votes can be taken.

Meeting is reconvened by Ambrose Lane

Ambrose Lane announces that the new secretary is William Walker, the vote being 12 to 8.

Ambrose discusses the committee form being circulated.

Clarification is needed and made regarding the committee voting.

 

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COMMITTEE ELECTIONS

Finance committee nominations

Rob Robinson, Mark Roberts from WPFW; Pat Heffley and Bob Lederer from WBAI; LaVarn Williams and Sarv Randhawa from KPFA.

Uncontested nominations are Mike Martin, KPFT and Dave Adelson, KPFK.

Proposal that if uncontested vote taken by acclamation. More discussion on balloting procedure.

Mark makes a proposal made to have statements made by contested nominees. The proposal is seconded.

LaVarn Williams makes a statement.

Sarv Randhawa makes a statement.

Mark Roberts makes a statement.

Rob Robinson willing to give up his nomination with the proviso that Mr. Roberts commit to serving the entire term.

Patty Heffley makes a statement.

Bob Lederer makes a statement.

Clarification made as to balloting. Candidates are listed and noted for balloting purposes.

 

Archive Committee nominations

Zarhina Shakir, WPFW; Teresa Allen, KPFT.

Teresa says that the bylaws state, that unless otherwise designated there is to be a director from each area on each committee. She says that someone needs to step forward from the other stations.

Discussion ensues.

Motion is made to designate an archives task force open to those willing to serve and not call it a committee.

The motion is seconded.

Discussion on this issue.

Wendy Schroell makes a motion to refer this issue to the governance committee and keep the current committee standing.

Discussion continues.

Wendy Schroell’s motion is seconded.

It is noted that if this committee is to be called such, then an election must take place because the standing committee no longer exists.

Further discussion.

Motion to table this issue.

Motion opposed by Teresa.

Motion to table this issue until tomorrow.

Motion seconded.

Vote on motion to table the archive committee process until tomorrow, after the chair vote
Yes-12
No-3
Motion passes

Point of order: List was only seen once and was not circulated multiple times. Bylaw discussion on committee voting.

Suggestion is made to stop voting process so that the list can be circulated.

It is suggested that as each committee comes up for voting that additional people be allowed then to put themselves on that committee, rather than recirculating the list. This will work for committees with the exception of the coordinating committee. Finance committee is already complete.

Committee composition discussion.

The chair announces that the finance committee is composed of Mark Roberts, WPFW; Mike Martin, KPFT; Dave Adelson, KPFK; Patty Heffley, WBAI; LaVarn Williams, KPFA.

 

Governance Committee

Bob Lederer, WBAI; Mike Martin, KPFT; Sarv Randhawa, KPFA. Affiliate representative is Marty Durlin. No one from WPFW is represented. Nobody from KPFK is represented.

Dave Adelson states that he is willing to serve until such time as someone else can be convinced.

Zarinah Shakir from WPFW says that she will serve.

Someone states that nominations aren’t closed until everyone is given a chance to raise their hand in order to serve on this committee.

Motion made that by acclamation these individuals be accepted.

Motion objected.

It is decided that paper voting should take place. Voting takes place.

 

Program Committee

Nominees are Rob Robinson, WPFW; Michael Warren and Patty Heffley, WBAI; Joe Montes and Teresa Allen, KPFT; William Walker and Fadi Saba, KPFA; Julie Rodriguez and Maria Armoudian, KPFK.

Question as to whether all can be elected.

The discussion centers around the statement in the bylaws of “at least one”.

Vote taken.

A suggestion is made to hear statements from nominees in contested areas.

Patty Heffley makes a statement.

Discussion regarding who should and can make statements.

Teresa Allen makes a statement.

Joe Montes defers to Teresa Allen.

Dave Adelson moves to have Ray Laforest describe Mr. Warren’s qualifications.

Motion seconded.

Someone wants to discuss the motion.

Motion discussed.

Call to question as to whether Mr. Warren can be heard about.

Vote taken on closing debate
Yes-14
No-?
Debate closed.

Question is asked if anyone opposes hearing Ray Laforest describe Mr. Warren’s qualifications. No opposition.

Ray Laforest speaks about Mr. Warren.

William Walker gives a statement.

Fadi Saba gives a statement.

Julie Rodriguez defers.

Chair announces Governance Committee: Zarinah Shakir, Bob Lederer, Mike Martin, Sarv Randhawa, Marty Durlin, Dave Adelson

Someone brings up the fact that it is 1:30 and that things are running behind. Discussion about when and how to take a break.

Discussion about when public comments will be taken.

Chair says that a 15-minute break will be taken after committee selection, and then public comment will be heard.

More discussion on how to get the board food.

 

Audit Committee

No representative from WBAI. Teresa Allen, KPFT. No representative from KPFA. Donna Warren from KPFK. Ambrose Lane is the representative from WPFW.

Discussion takes place.

Voting takes place.

Bob Lederer will be on the committee from WBAI.

Sarv Randhawa will represent KPFA on the committee.

 

Coordinating Committee

WPFW—Mark Roberts and Ambrose Lane; Ray Laforest, WBAI; Wendy Schroell, KPFT; William Walker and Sarv Randhawa, KPFA; Dave Adelson, KPFK

Question posed about those who are already on the committee.

Discussion.
Motion to table the coordinating committee election until tomorrow after the chair vote.

Teresa asks when this will take place on the agenda.

Discussion.

Motion seconded.

No objections.

Motion passes.

 

Executive Review Committee

Mark Roberts, WPFW; Mike Martin, KPFT; LaVarn Williams and Sarv Randhawa, KPFA; no one from KPFK or WBAI

Someone thought that this committee had been disbanded and transferred to the ad hoc special personnel committee.

Ambrose asks for clarification.

Marty states that it happens every year. The personnel committee will be resolved after this meeting. Marty explains that there was a special personnel committee that grew out of the Executive Review Committee, to implement the Executive Review.

Dave corrects Marty and states that it was to write the job description, not to do the review.

Marty goes on to explain that every year an Executive Review Committee must be formed, as she understands it.

Dave wants to know if a motion must be made to accept the committee.

A motion is made to form an Executive Review Committee.

The motion is seconded.

Someone volunteers to be placed on the ballot for WBAI.

Discussion on this matter takes place.

Dave moves to refer to the Governance Committee the question of what committee is formed to do this task and asks them to come back at the April meeting with a recommendation, and that a committee then be formed based on that recommendation at that time.

Motion is seconded.

Someone has some concerns about this motion.

Discussion.

Vote taken on Motion to Defer
Yes-9
No-6

 

Programming Committee election results: WPFW, Rob Robinson. WBAI, Patty Heffley with 9 votes and Michael Warren had 8 votes—Patty Heffley wins. At KPFT Teresa Allen had 17½ votes. KPFA—William Walker has 11 votes, Fadi Saba has 9 votes. At KPFK Maria Armoudian was uncontested with 15 votes, and Julie Rodriguez got 2 votes!

Audit Committee election results: Ambrose Lane, Sarv Randhawa, Bob Lederer, Teresa Allen, Donna Warren.

Teresa reminds people that only signed up for one or two committees, so if not elected they should find other committees to serve.

The following committees are still open for election. Development Task Force, Election Review Task Force, Alliance Task Force, Board Staff Committee.

Discussion.

A correction is made that it is the Affiliate Task Force.

Sarv Randhawa notes that there is another committee that was established to look at contracts and negotiations with Free Speech Radio News, as well as Radio for Peace International. Sarv Randhawa suggests putting members on that as well.

Discussion.

Technology Committee: Zarinah Shakir from WPFW, and Joe Montes from KPFT.

It is noted that you must have five members to make a committee. People are asked to step up. WBAI, KPFA, KPFK need to find people. David Adelson from KPFK volunteers.

Zarinah Shakir discusses the problems with money with regard to the technology committee,

William Walker volunteers from KPFA. Bob Lederer from WBAI volunteers.

Vote taken on Technology Committee.

 

---

TASK FORCE ELECTIONS

Development Task Force
Zarinah Shakir, WPFW; Fadi Saba, KPFA

Zarinah Shakir speaks strongly on the need for this task force to be well represented.

Mark Roberts, LaVarn Williams, Maria Armoudian volunteer.

Someone moves to accept the members who have graciously volunteered.

Motion seconded.

No objections.

Motion passes.

The Development Task Force is: Zarinah Shakir, Mark Roberts, Wendy Schroell, LaVarn Williams, Fadi Saba, and Maria Armoudian.

Bob Lederer moves that we open without objection the membership of this task force to LSB members on a volunteer basis.

That motion is seconded.
Someone amends Bob’s motion to require that quorum requirements be limited to the PNB members.

It is stated that this motion would apply only to this task force.

No objections to this motion.

No objections to the amendment.

Motion and amendment are approved.

Point of privilege. There are no objective ballot counters. It is stated that it isn’t necessary for the task force. It is additionally noted that the nominees are all unopposed.

 

Election Review Task Force

Point of order: None currently. Theoretically there is a 5:30 agenda item to look into it. It is asked that the chair rule that this is out of order right now.

So ruled.

Objection. Move to appeal the ruling of the chair.

Motion seconded.

Speaker deems that the Elections Review Committee deemed necessary.

Motion made for an ad hoc committee.

Bob Lederer explains that there is already an item to discuss this issue later in the day. Bob supports setting up an ad hoc committee, but states that the agenda item was placed so that the substance of this issue could be discussed, and that out of that organically would come a motion to set up a committee.

Appeal withdrawn.

Fadi Saba says that the agenda item they are dealing with now is different than the later agenda item, and makes a motion to deal with the election portion now.

The motion is seconded.

Discussion.

No objection to go ahead.

Election Review Task Force has four volunteers: Bob Lederer and Patty Heffley, WBAI; Wendy Schroell, KPFT; William Walker, KPFA.

Patty Heffley speaks. “Motion to establish ad hoc Election Review Committee to report on problems and successes in the recent LSB election at all five stations in compliance with and effect of PNB policies passed in June 2004 and to recommend improvements. Areas covered in the report will include but not necessarily be limited to voter education, allocation of airtime, ballot distribution and membership lists. The committee shall consist of five members of the PNB, one from each signal area, elected by the PNB; two LSB members from each signal area elected by the LSB. The report shall be handed to the PNB by April 1, 2005.”

Someone seconds.
Discussion.

Amendment to change the date on the motion to the June meeting.

Amendment seconded.

Discussion.

Vote on amendment to extend to June.
Yes-13
No-2

Motion is read again.

Vote on motion itself, as amended.
Yes-[all but one]
No-1

Vote on members who have volunteered for the Election Review Task Force.
Rob Robinson, WPFW; Bob Lederer and Patty Heffley, WBAI; Wendy Schroell, KPFT; William Walker and LaVarn Williams, KPFA; Julie Rodriguez, KPFK are the nominees.

Discussion on whether there should be statements.

Patty Heffley makes a statement.

Bob Lederer makes a statement.

LaVarn Williams makes a statement.

William Walker makes a statement.

Chair asks that the vote take place.

 

Affiliate Task Force

Representatives have volunteered from KPFT, KPFA, and KPFK.

Ambrose Lane volunteers from WPFW. Teresa from KPFT; Sarv Randhawa from KPFA; and Maria Armoudian from KPFK.

Motion to accept all volunteers and dispense with paper ballots.

Motion seconded.

David Adelson objects because it sets a “hideous precedent”.

[Laughter]

Sarv Randhawa moved the motion, Bob Lederer seconded it. No objections. Motion approved.

Technology Committee members elected are as follows: William Walker, Zarinah Shakir, Joe Montes and Adelson.

Point of Privilege: People have signed up for public comments and have been expecting it for two hours and want to have a timeframe.

Point of Order: The COI reps are elected by local boards, not by the board.

 

Board Staff Task Force

Someone asks for clarification of this task force. Marty explains that Dan Coughlin thought that it might help ease some problems in communication. The committee has five GM’s—the ED, the CFO, and one representative from each station. This task force met once and never met again.

Point of Privilege: It is appalling that people have come for public comment and have waited two hours. Someone said that perhaps they should not pledge because of this kind of treatment. This person is trying to convey how important it is to set a time for public comment and that all business shall be stopped to go to it.

Sarv Randhawa makes a Motion to immediately suspend business and get to public comment.

Motion seconded.

No objections.

Motion passes.

Discussion about getting on the public comment list.

 

---

PUBLIC COMMENT

Each person shall have two minutes.

Dolores Bernal speaks about WPFW and what she sees as discrimination and racism regarding the lack of Latino programming, as well as other issues.

Jack VanAcken speaks from the KPFK listening area. He is on an ad hoc committee trying to have an elevator installed in KPFK. Mr. VanAcken speaks about this issue. Mr. VanAcken also speaks about the PNB Budget Committee meeting on KPFTX.org and values the work of Otis McClay and [inaudible] in making the meetings available in a professional and timely manner.

Nate from KPFA is also recognized for the streaming of the meeting.

Someone speaks about public involvement in committees. She speaks to 403(b) plans for all staff. Speaks about affiliate involvement in PNB.

Jan Goodman speaks about bylaws changes and about public comment during meetings. She also speaks about a bylaws convention.

Michael [Penintel?], from KPFK speaks. He finds it unbelievable that they’ve been in board training and that it was money “well wasted.” He speaks further about embezzlement and other fiscal problems. He feels disappointed.

Israel Foyer speaks about the need to have a response from the board during public participation, as appropriate, at every public participation. He speaks about fair play being a keynote. He speaks about meeting procedures. He also speaks about what he calls the democratization issue and be addressed through a governance committee.

[Delay?] speaks about diversity and race at Pacifica. He feels that funding for training should be made available for members of the disenfranchised community, specifically women of color. He speaks about the efforts of KPFK to youth of color to be empowered.

Ed Pearl speaks about the Martin Luther King parade on Monday, and developing a leaflet to actuate the presence of a delegation marching under a banner of KPFK and uniting Martin Luther King and KPFK’s mission. He speaks about this leaflet and asks for help in passing the leaflets out during the march.

Don White defers to listener sponsors because he plans on making a report later. But just in case he wants to say that he has noticed that they have not been officially welcomed to this signal area by the local station board of KPFK, the members of the LSB, and the listener sponsors who are such an important part of the signal area; and so on behalf of those folks he says, “It’s a great honor to have the PNB and notwithstanding the fact that you have hit some roadblocks at times in the agenda, there is a lot to be encouraged by in the work you’ve done …” He continues to speak.

Kelly Barnes speaks about empowering and inviting people to participate. She speaks about watching the board today and how it saddens her to see time taken with elementary board items that could be made more efficient and that people aren’t more willing to step up.

Arturo Lemus welcomes the board to Los Angeles. He asks the board not to give up and that their presence is appreciated.

Lawrence Reyes apologizes to Don for yelling yesterday. He speaks about the LSB committees at KPFK being opened up to listener sponsors.

Ted Weisgal has two requests—one regarding programming collaboration and the other regarding financial protocols—and speaks on these issues.

Chuck [Skeritch?] from KPFA states that he drove down to support the Pacifica Worldwide Short wave Radio project, and speaks about this.

Jane Jackson speaks. She states that she will save most of her remarks for tomorrow, but want to make a point of clarification. She says that she thought she heard it said that the committees of inclusion were station committees, and that she understands the bylaws to say that each station shall elect three—she believes—from the PNB to serve on each of the five station committees that are not station committees according to the bylaws, but are committees of the PNB. She asks for clarification.

Jean Banish welcomes the board to Los Angeles and speaks about problems with slates and endorsements. She states that the process is not democratic. She encourages the board to look at the elective process and whether it should continue. She asks the board to pay attention to what Ysrael said.

Doug Barnett speaks about the elevator problem at KPFK. He speaks about the “lockdown mentality” at KPFK.

John Winger speaks about programming policy. He speaks about overly centralized government and about programming policy guidance and not direction to the local boards and stations. He makes some suggestions about generating programming locally and distributing it.

The chair thanks all of the participants who made comment and announces a five-minute break. They will reconvene at 3:20.

Chair calls to reconvene. Continue with elections.

 

---

ELECTIONS, CONTINUED

William Walker reads results of Election Review Committee: WBAI-Patty Heffley (12 votes), Bob Lederer (6 votes); KPFA-LaVarn Williams (10 votes), William Walker (7 votes); KPFK-Julie Chavez Rodriguez; KPFT-Wendy Schroell; WPFW-Rob Robinson.

Board/Staff Committee

Sarv Randhawa, KPFA and Maria Armoudian, KPFK have volunteered. Mark Roberts volunteers from WPFW.

Point of information: Is this a committee or a task force? A motion is made that this committee be turned into a task force.

Motion seconded.

Discussion about why this is a committee and not a task force. However, there are no LSB reps, so it is like a task force. It was formed so that the PNB can get together from each area with the general managers and talk.

William Walker speaks to say that it is not a task force, it is a special committee—much like the finance committee is a special committee. He explains that this is due to the rift between board and staff.

Ambrose Lane points out that it is not in the bylaws.

William Walker further explains that the committee was a motion that came to the board as a special committee that excluded members of the local station boards due to personal issues and confidentiality issues of the committee. William Walker says that it could be made a task force, but it should be noted that if there are two station areas that do not want to participate a situation is created that doesn’t work.

Mike Martin speaks and withdraws his second, and adds his name for KPFT.

The motion is withdrawn.

Ray Laforest adds his name for WBAI.

Ambrose states the candidates for the committee.

From KPFW: Mark Roberts; WBAI-Ray Laforest; KPFT-Mike Martin; KPFA-Sarv Randhawa; KPFK-Maria Armoudian.

Point of information: It is asked that the charge of the Board Staff Committee be made clear. It is suggested that a proposed charge be made.

William Walker moves that the discussion on this be tabled for the time being and be moved to the governance committee. He suggests that the governance committee not simply discuss the relations committee, but also discuss how they work with the special personnel committee, if that were to come up again, and the executive review task force.

Motion to table seconded by Teresa.

Discussion.

Substitute motion to proceed with the election and charge the committee to meet and report back to the board within a month.

The motion seconded.

No objection to the substitute motion.

Motion passes.

Voting takes place on Board Staff Committee

Chair Ambrose notes that they are now one and one-half hours behind schedule.

Ray Laforest notes that the bylaws in article 8, section 2 state that the board may designate one or more directors as alternates for any committee. Ray moves that the provision be exercised and allow people to present themselves as alternates for all the different committees that were just voted on.

No second to the motion. Motion fails.

Bob seconds the motion, but it is told that it is too late. Ray asks why it is too late and is told that they are all running so late.

William Walker announces the Board Staff Committee members are as follows: KPFW, Mark Roberts; WBAI, Ray Laforest; KPFT, Mike Martin; KPFA, Sarv Randhawa; KPFK, Maria Armoudian, and that the vote was 17-0 for all.

 

---

MANAGEMENT/STAFF REPORTS

Executive Director, CFO, GM presentation

Dan Coughlin introduces himself and notes that he and the entire Pacifica management team, representing all five Pacifica stations, the Pacifica Radio Archives, and the Pacifica Affiliates director will make a presentation.

Mr. Coughlin thanks the KPFK community for hosting the meeting this weekend. He then thanks KPFK and KPFTX for their help with audio and videostreaming. He adds his own thanks to the outgoing board and gives a warm welcome to the new board members and the new local station board chairs. Mr. Coughlin states that he wants to give a “snapshot” of Pacifica’s 15-year history, starting off with the finances—and introduces Lonnie Hicks to give a brief overview of the finances.

Lonnie Hicks begins his presentation, stating that he will be giving a 15-year financial history of Pacifica in order to give a sense of how the history gives a sense of where the future needs to go. He gives his presentation. He explains that Pacifica is an “event-driven” network. Mr. Hicks continues with the presentation, answering questions as they come up.

Don Rojas congratulates and welcomes the newly elected members of the PNB, and those returning for another term. He then expresses from the New York delegation their appreciation for the support and generosity they have experience in Los Angeles from the KPFK family. He also thanks the archives. He states that he would like to focus on some opportunities that the network is confronting and should embrace. Mr. Rojas then gives his presentation, focusing on digital media technology. Marty Durlin, Dave Adelson, Wendy Schroell, William Walker, and others make comments and ask questions regarding what Don presented.

Phil Osegada welcomes the board to the new year, with new challenges and opportunities, and states that he and the others from the national office and stations look forward to working closely with the board on a myriad of issues, including fundraising and development. Phil gives his presentation about fundraising. Fadi Saba, Mark Roberts, and LaVarn Williams make comments and ask questions of Phil.

Roy Campanella, General Manager/KPFA speaks about Pacifica’s future generations and reiterates what Phil said—that Pacifica’s average listener age is 51. He notes that the average age of an NPR listener is 46, and that the United States as a whole has an average age of 41. He goes on with his presentation, speaking to the need to appeal to a younger age, and to people of color. Mr. Campanella speaks to the need for a Pacifica-wide apprenticeship program and speaks about “First Voice” and “Youth Radio.” He speaks to what Mark Roberts raised, in that programming can’t just be done for youth, but needs to be done by youth. He mentions “Hard Knock Radio” as a benchmark example of youth programming. He continues his presentation and answers questions and listens to comments.

Dan Coughlin speaks for a moment about new initiatives tied to the communities to strengthen relationships and partnerships. Mr. Coughlin then introduces KPFK General Manager Eva Georgia.

Eva Georgia speaks starts by stating she is grateful not to fit into the same category as her counterparts—an older male over 51 years old! Ms Georgia speaks about outreach and about it being mission driven, in order to allow Pacifica to get closer to the community and create opportunities to fulfill Pacifica’s mission of giving voice to the voiceless and serving the underserved communities. She continues with her presentation, including speaking about outreach and the efforts of the volunteers, and the effort of the community.

Dan Coughlin acknowledges Ursala Rutenberg and asks her to speak about the challenges and opportunities in the Pacifica affiliate world.

Ursula Ruedenberg speaks about the affiliates’ coverage in 2004 of various events, such as the Democratic National Convention, the RNC, the Presidential and Vice-Presidential debates, Green Party, election day and night. She speaks about other cooperative and collaborative things the affiliates are doing, such as town hall meetings, Pacifica Headline News, and Sprouts Radio from the Grassroots. Ms Rutenberg speaks about the audio port and how it works. Ms Rutenberg speaks about outreach initiatives to help independent media. She speaks briefly about technology and technical support for the affiliates. Ursala acknowledges and thanks Marty Durlin for her work in the past year. She then points out that in the affiliate stations the age groups are much younger than at Pacifica due to the college radio stations.

David Adelson speaks about the decision for audioport to be open source software and that it is a real contribution to all democratic media, and would like policy to be passed that except under exceptional circumstances that Pacifica do open source development in order to serve the larger media movement. He speaks about screenings of videos and that it is a good way to get things out into the community. David then mentions that the success of the KPFK initiatives was the existence of open space and shared space.

Someone asks that Prometheus and the judicial decision in Pennsylvania regarding the FCC be spoken about.

Someone says that from what they recall there was a judicial decision having to do with the lawsuit that Prometheus was involved in, that did something about the FCC loosening of ownership.

Someone else explains that Prometheus was one of the organizations responsible for helping to roll back the telecommunications act, and that it was a huge victory.

A woman speaks about the proclamation of the PNB about the FCC, and how it should expand the media rather than punishing for being pirate radio stations. She wonders if there is a way to send that message to every mainstream media source.

William Walker asks about the contractual relationship between Pacifica and a microstation.

The answer that the Pacifica contract is very simple, and that it is the same service, getting access to all programs and services. There is only one condition, which is that they are paid. There are no other obligations. She explains that most LPFM’s are not up to speed yet, and goes on to explain that the philosophy is long-term relationships and that every affiliate is a long-term relationship that is committed to.

Someone comments on the growth of affiliates, and asks what outreach efforts are being done to attribute that growth to. Ms Rutenberg attributes the growth to what she calls a marketing strategy, which is basically to enhance value and reputation, which is prompting people to call on an average of three times a week. Her attitude is that she is not selling Pacifica, but creating a product or a reputation that makes people want to buy.

Programming
Ron Pinchback congratulates the new members of the PNB and thanks the old members of the PNB. Mr. Pinchback speaks about the fact that listener support escalates due to what is going on in the country. He reminds people of the phrase, “It’s the economy, stupid” and says that it’s the programming that generates the spikes in listener support. He states that programming is the Pacifica product—the individual stations that addressed the informational needs of their communities during critical times. He explains that it is not national versus local programming, but national AND local programming that pulls in listeners.

Mr. Pinchback continues that it is important to understand that it is necessary for the network to be involved in programming around issues that the country is galvanized around—such as the war, the economy, the patriot act, gay and lesbian issues, education issues. He talks about programming that can generate income, when possible, but that the programming can’t all be income generating because Pacifica must also provide service and fulfill a need in the community. Mr. Pinchback speaks about needing an outreach program to reach underserved communities. He talks about not just depending on the analog model to generate income, but that they must expand beyond what is on the air. He gives some examples—such as archiving program for on-demand use.

Mr. Pinchback continues to speak about many issues regarding programming, such as talk radio versus music radio—and balancing those; getting local voices on the air; getting a local and national headline package running. He points out that although some people would look at these issues as challenges, that they can also be looked at as opportunities.

Various people ask questions and speak about programming issues.

Duane Bradley, General Manager of KPFT
Mr. Bradley congratulates the new and “veteran” members of the board, and is looking forward to working together in the next year.

Mr. Bradley speaks about working at KPFT, and what it is like working from an actual house—they broadcast from the sunporch. He speaks about all of the various physical plant facility needs that Pacifica has—rats, water, new roofs, disabled access, etc. Mr. Bradley says that capital campaigns are necessary to deal with these things.

Archives
Brian DeShazor says that there is now an Archives Task Force rather than an Archives Committee. He talks about the fundraising that was done by the committee, and that they broke all records for the fund drive day—pledging over $186,000. Mr. DeShazor speaks about the Preservation and Access Project being in their second year and that it is funded in part by the National Endowment for the Arts and the recording academy. He describes some of the activities that the project is involved with.
A number of people make comments and pose questions to Mr. DeShazor.

Lonnie Hicks
Mr. Hicks says that he would like to try to offer what the national has been experimenting with—ways to create a sustainable financial strategy for Pacifica that will carry into the future. He says that he would like to identify what they have come to see as ways to increase the revenue of the network that work, that are sustainable. He points out that a three-year grant will go away and does not fall into his category of “sustainable.” He explains that events are important for various reasons—outreach, for example—but they are not bringing in the large dollars that are needed. Mr. Hicks goes on to explain that on-air cannot be counted on, and that supplemental ways of raising large dollars are needed. Mr. Hicks proposes that the “sustainables” are looked at. He talks about the fact that the membership is aging—they are wonderful, but they are coming to the point where their generosity needs to be replaced—and that a youth strategy is crucial. Mr. Hicks talks about the various plant needs, including ADA needs. He points out that there may be legal costs eventually, transmitter costs, archive costs, new building costs, and so on that total up to $14.2 million.

Mr. Hicks says that it will not happen in one or two years, but may happen in five years. He outlines a plan for each year in order to make this happen. He states that there is national and local support for Pacifica’s mission, and says that using the mailing lists of other progressive institutions can be a way to raise substantial sums of money—perhaps as much as $2 million—and says that it is possible and sustainable, and explains why. Mr. Hicks points out that community organizations can be looked at as affiliate members of Pacifica if the concept of membership can include organizations—labor organizations, women’s organizations, minority organizations, green organizations—and that these organizations have the capacity to do outreach and so on, and that the mission should be to reach into those communities.

Mr. Hicks finishes by saying that he challenges everybody in Pacifica to think in terms of ensuring their future.

Comments, questions, and requests for guidance are heard.

-Five-minute break-

 

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LSB CHAIR PRESENTATIONS

Vajra Kilgour from WBAI notes that the fall fund drive exceeded their goal, and that pledges picked up in the day or so after Bush was reelected. She speaks about the number of returned ballots and donations and programming surveys that were sent in with returned ballots, and she also noted that the WBAI elections were sharply contested and there were sharp divisions. Ms Kilgour breaks down the board demographically as 10 women and 14 men, of whom one is gay and another bisexual. There is one indigenous person, two people of Latin American origin, ten people of African origin, and eleven people of European origin—which she says does not exactly reflect the demographic makeup of the area, as there is a very large Asian population, but that they are at least representing some major groups. Ms Kilgour speaks about some budget and financial issues. She speaks about the membership outreach and fundraising committee, about the management evaluation committee, the programming committee, the committee of inclusion, and the ad hoc election review committee. Ms. Kilgour speaks briefly about a new GM search committee that is respectful of the contract of the unpaid staff bargaining unit. She then says that she is doing her best to learn Roberts Rules of Order as quickly as she can. She hopes to get WBAI healthy and growing in the next year.

Jim Brown from WPFW speaks about the local station board’s successes and disappointments. Mr. Brown explains about the committee establishment at his station, and that some of the responsibilities will change on those committees. The LSB Finance Committee helped to put together the 2005 budget. He tells about the LSB Outreach Committee and some of their efforts. Mr. Brown talks about the Management and Assessment Committee’s work in finding a general manager, and also talks about the programming committee’s accomplishments. Mr. Brown tells about the station’s monthly LSB show, which communicates the activities of the LSB. He tells about the development of their in-house newsletter, the WPFW web page. Mr. Brown then decides to skip over the rest of the committees and says that he would like to talk about the actual functioning of the LSB. As his time has expired, he simply says that they realize the awesome task before them and that because they take great pride in their work and commitment to Pacifica and WPFW, they are planning to have a retreat on January 29th to help them to get to know one another better.

Susan Young from KPFT is the newly elected chair of the KPFT LSB, and says that it is an honor to be at the table with the fine people that she is getting to know better and learn a great deal from. Ms Young speaks about the committee work done at KPFT, and that they were able to produce such things as the management evaluation report, the standing rules document. She says that because their committees were so active and their board members so generous, that they were able to accomplish a lot. Ms Young states that she feels that one goal for the coming year should be to work better with the PNB. She speaks about the Committee of Inclusion and that the collaboration between them and the Election Committee solved some major problems regarding the inclusion of people of color. Ms Young speaks about the Community Advisory Board forming a bridge between progressive organizations and their Committee of Inclusion, and the entire LSB and all of Pacifica. She then speaks about the Management Review Structure, and that great strides will be made—that the LSB will operate in a more responsible fashion. She then notes that Houston, Texas, is a place where Pacifica can learn a lot—as it is a place where “red and blue” meet.

Rosalinda Montes Palacios from KPFA greets everyone and congratulates the new chairs. Ms Palacios explains that at KPFA nine members were elected to the listener station board, and states who the staff representatives were, and who the listener reps were. She notes that six women, two Chicanos, one African American and one Africano were elected. Ms Palacios says that the election of officers resulted in four women being put into leadership positions. In closing, she states that they are hoping to better the communication between board members, and that they will be holding a communications training soon. She speaks about bringing back the Folio, and that they are looking at that. Ms Palacios says that they are also looking at and working on how to get more affiliates throughout the state of California. She says that she is looking forward to working collaboratively with each of the board members.

Don White from KPFK welcomes everyone to his signal area, and says that it has been a great and productive few days. He speaks about KPFK’s commitment to meeting all over southern California, and that they have held meetings in various locations. He speaks about the makeup of the LSB, which is 54.2 percent women and 58.3 percent people of color—and that if you take the women and the people of color that the board’s composition is 75 percent women and people of color, but that they are not satisfied with that because many communities are still not represented. He explains that outreach has been done in the Salvadorian community and the Filipino community, among others, so that the board truly is representative. Mr. White talks about the staffing of communities, and the establishment of an interim Program Council. He tells about the board retreat that took place, and that it was an inspiring day—resulting in a bonding and improved relations between the board and management. Mr. White explains that there are still things that need to be implemented from that retreat. He tells about the Community Advisory Board that was formed, and that it is very diverse and created by the work of the members of the LSB. Don White says that they have had one town hall meeting, but they are mandated to have two. He says that the one that they had was quite successful, and that there was good participation. He notes that at that event it came out that one of the conflicts is the sense that listener sponsors are not being incorporated into committees. Mr. White has run out of time, but quickly mentions the elevator project, a fund drive. He states that he feels that they need to move on the incorporation of listener sponsors in committees, because there is an impression in the signal area that the LSB is not open to the participation of listener sponsors, which is a hideous impression—which should be rapidly dispelled.

Ambrose Lane thanks the LSB Chairs for their presentations and for their role as chairs. He states that two items will carry over until tomorrow.

Someone makes a motion to adjust the agenda to convene at noon and begin with an agenda review and adjustment, and then go to the chair item and other business.

Motion seconded.

More discussion on tomorrow’s agenda.

No objection to motion.

More discussion about tomorrow’s agenda, including the Elections Review.
A motion to adjourn is made.

More discussion about agenda items and timing.

Announcement and discussion regarding the social event for the evening.

Motion to adjourn is seconded.

Vote taken to adjourn.

Motion passes.

Announcement is made about the revised communication policy.

Meeting adjourns.

End of transcript minutes for Saturday, January 15, 2005.

 

Respectively Submitted by _____________________________________ , Secretary of the PNB

Patty reads Article 9 Section 2, Page 22 of by-laws regarding term of office guidelines and election methods indicating election must be done in January (at this meeting).

Chair declares previous motion out of order as it goes against by-laws.

Lederer appeals Chair’s declaration, pointing out Robert’s Rules of Order for proceeding in this situation.

Chair defends declaration as by-laws stating parameters of election with two candidates available.

Lederer concedes that by-laws have inadequacy. Election has been held twice resulting in tie. By-laws do not have guidance for ties. Because by-laws are inadequate thus an innovative strategy is necessary to have election within month of January but with full complement of board members able to participate.

Question called.

Patty reads Article 15.1b, Page 31, Paragraph 4 clarifying instant run-off voting method of deciding candidates by lots.

Vote taken on Chair’s ruling on Bob’s motion (to override by-laws). 5 in favor of appeal; 12 to uphold ruling. Ruling upheld.

Members proceed to election. Ballots passed out. It is ascertained that same composition of Board is present from yesterday.

Announcement: KPFTX.org. Pacifica National Board voting for third time for chair. Two previous votes resulted in tie.

Chair thanks candidates for their service and participation.

Ted and Chuck named observers to count ballots.

Chair outlines process for tie. Each candidate’s name is written on a piece of paper. Discussion regarding person to choose lots. Chair moves, without objection, to choose Israel to pick lots in the event of a tie and clarifies that name pulled from hat is loser according to by-laws.

Result of vote is 11 to 9 for Ambrose.

Congratulations and applause.

Chair hands over direction of meeting.

Announcement: KPFTX.org. Ambrose Lane elected as Chair for Pacifica National Board for coming year. Two previous votes resulted in ties between Ambrose Lane and Mike Martin, 10-10. In new vote 11 votes for Ambrose Lane and 9 votes for Mike Martin. Ambrose Lane will assume position of Chair of Pacifica National Board and officially receives gavel.

Chair: -- two committees: Coordinating committee, Personnel committee. RFPIFSRN Code of Conduct and --

[simultaneous comments] re agenda

Question re populating negotiating team

 

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Coordinating Committee

No secretary present, pro tem agreed upon.

Chair requests to eliminate self and William Walker then voting on Coordinating Committee members. Candidates: Mark Roberts, Ray Laforest, Wendy Schroell, Sarv Randhawa, and Dave Adelson. Ballots passed out.

Wendy declines to serve and notes lack of provision for affiliate representation.

Chair offers to change by-laws after election.

Male speaker nominates Fadi.

Male speaker indicates point of information that Fad’s nomination would result in two representatives from KPFA. By-laws indicates one.

Chair indicates contested representation from KPFA will be resolved by vote.

Ballots passed out, names reiterated for Coordinating Committee: Mark Roberts, WPFW; Ray Laforest, WBAI; Wendy Schroell from KPFT; Sarv Randhawa; Fadi Saba from KPFA; and Dave Adelson from KPFK.

Chair asks for nominations for Personnel Committee.

Adelson requests explanation of committee for public’s information.

Motion read: Personnel Committee established exclusive to Pacifica National Board members to deal with personnel issues.

Mark, KPFW, self-nominates. Donna Warren, KPFK, nominated. Wendy Schorell, KPFT, nominated. Ray Laforest, WBAI, nominated. LaVarn Williams, KPFA, nominated. Mike Martin, KPFT, nominated and declines. Patty Heffley, WBAI, nominated. Rob Robinson, WPFW, nominated.

Chair reads nominations. For WPFW, Mark and Rob Robinson; for KPFK, Donna Warren; for KPFT, Wendy Schorell; for WBAI both Ray Laforest and Patty Heffley; and for WPFA, LaVarn Williams and Sarv Randhawa. Request to pass ballots out.

Question regarding second-place finisher being alternate according to by-laws. Chair agrees.

Motion made to allow alternates to be activated retroactively for all committees. Request to keep retroactive portion of motion separate and amend motion to refer details situation in which alternates serve.

Motion not seconded. Chair refers topic to later agenda.

Chair requests item to be brought forth while ballots are being counted.

Handling of requests
Adelson speaks of material previously circulated to members regarding how directors get information and the executives’ concern that management network-wide being inundated with requests. His proposal is a mechanism for handling requests and tracking location of requests. He proposes that requests go to Coordinating Committee where it is scheduled timeframe for response is scheduled with Executive Director if conflicts come to the Board. It removes/simplifies detailed policy time and direction provisions. Requests would be sent to local Coordinating Committee member, cc the Board, Chair forms agenda including all requests. Record of requests being handled are within Coordinating Committee which is subsequently distributed to Board. Request for moving and second of motion.

Motion moved and seconded.

Chair takes questions re motion.

Female speaker questions is bi-weekly meeting necessary or would monthly be sufficient?

Adelson thinks two weeks reasonable but won’t object to monthly.

Male speaker Concern about frequency but curious whether motion is from previous Coordinating Committee or Adelson independently.

Adelson explains simplification being alternative to consistently waiving restrictions in place re timeframe.

Male speaker Moves to refer motion to Coordinating Committee.

Male speaker Motion to refer seconded

Vote taken on motion to refer motion to Coordinating Committee. 11 in favor, 4 opposed. Motion referred to committee.

 

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RFPIFSRN (Radio for Peace International / Free Speech Radio New)

Dan reports that committee met once to consider RFPI issues and a working document exists. The next meeting is February 1 at 2:00 p.m. A new committee needs to be formed around RFPIFSRN issues.

Question re why new committees are necessary to negotiate SFPN and RFPI programming initiatives. Could issues not be part of regular committee construct?

Male speaker Previous vote said FSRN is not programming issue but merger between two independent 501C3s. The idea was to include representation of all views. RFPI subsequently added to team to sit in on negations and report to full Board from each perspective of negotiations. Three committees were proposed and approved.

Mark concerned about Board’s participated in negotiation and that situation still exists. Is the delay for resolution due to the Board’s participation or is it management’s delay.

Dan comments that operational issues have been prioritized including appointing new general managers, U.S. presidential elections, and Pacifica elections, and the audit. Movement on the RFPIFSRN has been slow.

Chair requests to elect three Board members to the position.

Nomination moved and seconded.

Dave self nominates; Mike Martin nominated; Mark Roberts nominated and declines. Ambrose Lane nominated. Sarv self nominates.

Nominations read: Dave Adelson, Mike Martin, Ambrose Lane, Sarv Randhawa.

Chair numbers nominations and ballots passed out.

Additional nomination of Maria Armoudian proposed and accepted.

Request for clarification of nominees’ views.

Chair clarifies that members are trusted to act with integrity.

Request to hear viewpoints because of duplicate candidates from same station.

Clarified that it is not a station-by-station vote.

Chair clarifies nominees: Maria, Dave, Mike, Sarv, Ambrose. Call for ballots.

Chair reads results of Coordinating Committee: Mark, Wendy, Ray, Dave, Fadi, and LaVarn.

Question re number of results.

Results clarified: Mark, 18 votes; Wendy, 18 votes; Ray, 18 votes; Dave, 18 votes; Fadi, 10 votes; Sarv, 8 votes. LaVarn, 2 votes. Fadi will be rep from KPFA.

Chair requests ballots be cast [for what issue]?

Patty requests information as to determination of Elections Review which is primary on agenda. Committee elected but discussion was not had.

Chair schedules Election Review after Code of Conduct.

 

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Code of Conduct

Female speaker states no Code of Conduct in place. Submissions range from requests for respectfulness to legal liability language to protect foundation. Request for item to be returned to Governance Committee and subsequently to the Board for refinement. Motion to send the Code of Conduct to Governance Committee.

Motion moved and seconded.

Male speaker raises question regarding written proposals.
Female speaker states that they will be sent out.

Motion passes.

 

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Election Review

Patty reflects on size and content of report by Kenny Mostern and entertains motion to Pacifica National Board on the 2004 Staff Election at WBAI.

Chair requests expansion of motion to all five stations.

Patty is concerned about specificity of issues. Reads resolves. 1. Results of WBAI staff election are declared null and void and a new staff election be conducted. 2. WBAI/LSB staff members seated on the WBAI/LSB prior to November election are hereby reinstated and shall remain on the LSB until new election takes places and is certified. 3. All votes conducted by the LSB after the new WBAI staff representatives were seated are nullified until ratified by the WBAI/LSB after the prior term staff representatives are reinstated. 4. The vote for officers of the WBAI/LSA conducted at LSB meeting of December 15th, 2004, where the new staff members participated is hereby nullified and a new election of officers shall be conducted as soon as possible with participation of prior term LSB staff members. 5. That election of new directors to the PNB by LSB shall not proceed until a new staff election is conducted. In the meantime previous director shall remain seated on the PNB. 6. A special election supervisor shall be appointed to conduct a special election for the staff delegates to the WBAI/LSB and the special elections supervisor shall create a new and valid list of staff members eligible to vote based on Pacifica Foundation By-laws and the WBAI collective bargaining agreement definitions to use in the special election. The WBAI general manager is hereby directed to provide the special election supervisor with every assistance requested in order to create and validate the WBAI/Pacifica staff membership list. The status of each staff member is to be determined by a method developed by the special elections supervisor with the approval of the PNB. The special elections supervisor shall oversee the special election and certify the results to the PNB using the Pacifica Foundation By-laws as the guidance to conduct the special election. Timelines for the special election may be changed with PNB approval.

Chair rules motion out of order because Board previously went on record giving national elections supervisor total authority to conduct elections. Elections were conducted and certified. Expresses appreciation of effort.

Chair’s ruling appealed Appeal seconded.

Appeal explained as elections conducted and certified under flawed conditions being that lists of unpaid staff were maintained by interested parties, a documented and known fact. Patty disagrees that election is certified without further examination and appeals for Board discussion or moving topic to committee for discussion.

Wendy protests lack of reading complete resolves. Points out documentation indicating addition of 60 new people and that several parties have threatened to sue foundation. Requests issues be looked into.

Mark states inappropriateness of receiving dense document and asked for opinion without due notice. Would like to avoid dispute at BAI. Agrees with out of order ruling.

Bob supports ruling based on Article 2, Section 4 which says supports national election supervisor and does not give Board jurisdiction. An election review committee has been created

Maria reiterates creation of election review committee and supports sending investigation to that committee.

Sarv opposed creation of election supervisor based on the lack of accountability. Local staff left
powerless to resolve issues. Current 240-page report creates some mechanism for solving problems and issues not addressed should be forwarded to election committee.

Dave uncertain that issues can’t be resolved without reviewer investigation. Support referral to committee. Requests clarification of item to be voted on.

Question called.

Dave requests vote to close debate, calling the question out of order.

Vote to close debate.
10 to close debate.
7 opposed.
Vote fails.

Ray states condition of flawed elections in current and previous years. Questions motivation for changes since one side had legal recourse. Many people did not vote. In favor of examining progress but against motion to decertify election.

Fadi supports appeal. As the National Board, the election must be looked at and not swept under rug. Position not taken on individual stations but feels Board has ultimate responsibility. Elections supervisor is only present at time of election and not present for subsequent questions. Board’s responsibility extends beyond certification procedures outlined in by-laws.

LaVarn addresses dissatisfaction at PNB. Disagrees with choice of national elections supervisor and person in charge locally. List of grievances surrounding the election including timely registration of comments and questions, mailing procedures, ballot structure, and timeliness of ballots.

Teresa unsure about current motion. Points out previous PNB ordered GM of WBAI to send staff surveys that were not done. Unsure of who was mailed to and content of survey. Recounts questionable statements for election supervisor. Questions verification of WBAI staff.

MALE SPEAKER attributes verification to Unpaid Staff Organizing Committee.

Teresa reiterates question regarding survey and qualifications of elections supervisor.

Julie questions isolating view to WBAI. Supports investigating national election issues before moving to individual stations.

Chair justifies ruling because issues have been dealt with and because elections supervisor was given total authority his ruling has to stand. Review of issues not dealt with can be made.

Vote taken on appeal.
9 in favor of appeal
7 opposed.

Dave makes motion to request Elections Review Committee to consider complaints relating to improper conduct of elections from any signal area; to consider use of an independent auditor to investigate the complaints; and to bring a motion to the PNB at its next meeting considering how to deal with these complaints. Motion seconded.

Clarification on meeting to be next telephonic meeting.

Mike questions if motion addresses issue of information management i.e, validity of lists.

Dave clarifies that validity of lists would be part of what Elections Review Committee considers and any other process issues regarding elections.

Bob questions whether independent auditor given power over any election?

Dave states PNB would have control over auditor’s powers. If a question is brought to the Election Committee, the Committee could bring an issue back to the PNB.

Bob would not be in favor of giving power to a committee to overturn an election.

Dave restates committee empowerment is limited to ultimately referring issues to PNB, not dealing with them individually.

Question called.

Vote to end debate.
14 in favor of ending debate.

Vote on motion.
12 in favor of motion.
1 opposed to motion.
Final vote 12 to 1.

Dave counts votes on Personnel Committee.
Rob Robinson, 9; Mark Roberts, 11; Mark wins.
Ray Laforest 9; Patty Heffley, 9; a tie.
Donna Warren, 17; Sarv Randhawa, 10.
Two second round votes; LaVarn Williams 10; Fadi, 1 first round; Sarv wins.
Wendy Schroell, 16.
Tie in New York area.

Discussion re tie. Lots drawn with clarification that person selected loses.
Patty Heffley declared winner.

Dave requests ballots to sign and certify.

 

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Archives Task Force

No representative from I or K present. Zarinah Shakir (WPFW), Teresa Allen, KPFT, Fadi Saba (KPFA).

Female speaker offers opinion that task force does not require representative from each area. Praises work of task force member and benefit of working in not so contentious atmosphere.

Chair calls for volunteers. Teresa and Fadi are accepted as members.

Requests station representatives recruit from their LSBs for task force membership.

Chair states meeting dates as June 17th in Berkeley and September 23rd in Houston. Discussion of approval of dates.

Chair calls for public comment.

Bob Lederer points out that previous vote changed public comment to be integrated into presentation on race and nationality resolutions. Public informed at time of vote. Purpose was not to exclude comment but to isolate comments to issues of race and nationality in Pacifica.

MALE SPEAKER requests close monitoring of time issues.

William reviews previous motion that race and nationality presentations begin at 1:00 p.m. and five different presentations would begin at 1:45 and that public comment would be integrated into each section with breaks at 3:00 p.m. and 6:00 p.m.

Male speaker Clarifies that a ten-minute public comment section would be held after each presentation but before deliberation and vote by the Board.

Female speaker questions length and order of public comment and availability to public of comment on other issues.

Chair reiterates agenda change and notification of public.

MALE SPEAKER proposes that people with separate issues be heard.

Chair requests to begin presentation.

Bob requests participation by people with integral involvement over the past several years. Requests participation of Kwazi Nkrumah[?] in co-presenting first section.

Bob Lederer (WBAI) introduces himself and begins presentation on issues of race and nationality in Pacifica recounting history of issue from beginning including intentions of founders and conflicts as issues arose. Introduces Kwazi Nkrumah, former vice-chair of KPFK local advisory board and union activist.

Nkrumah continues recounting history including decline of minority programming and participation.

Lederer proceeds with overview of race and nationality issues with major points including education dialogue, programming on internal Pacifica issues, staff composition, resources for staff diversity, committee composition, local programming on external issues, national programming on external issues, and implementation and evaluation. He outlined actions of previous board and subsequent actions leading to current five points of action to be considered.

Public comment requested.

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Public comment

Brief comment from various Pacifica listeners, board members, and staff on racial, gender, and national activist issues.

Paloma
Robert Wolf
Dolores Bernal
Israel Foyer
Bo Lebo[?]
Ted Weisel
Will Bassett
John Winger[?]
Dele Ailemen
Jan Goodman
Jane Jackson
Luis Garcia

************************

Bob Lederer offered the following motion:
RESOLUTION ON INTERNATIONAL SPANISH LANGUAGE NEWSCAST

RESOLVED, that as per the mandate of the Pacifica Race and Nationality Policy, the Foundation shall establish a national/international newscast each weekday in the Spanish language to be based at KPFK in Los Angeles, with participation of producers at other Pacifica stations and affiliates, and stringers from throughout Latin America. The program will premiere no later than January 1, 2006.

FURTHER RESOLVED, that the newscast will utilize and incorporate the skills of diverse Latin American racial and ethnic groups in all phases of production, with special attention to the inclusion of Indigenous and Afro-Latino people.

FURTHER RESOLVED, that this program will include an ongoing focus on the oppression of Indigenous peoples, Afro-Latinos, and women, and will include examination of neo-colonialism and globalization, white supremacy, national, class and gender oppression, genocide and poverty.

The motion was seconded.

AMENDMENTS TO THE RESOLUTION ON INTERNATIONAL SPANISH LANGUAGE NEWSCAST

FURTHER RESOLVED that the executive director should provide an estimate of economic resources required if possible, to explore the local community resources available. (Warren)
Adopted without objection.

FURTHER RESOLVED that the implementation details for this initiative be referred to the programming committee of the Pacifica Foundation Board of Directors. (Adelson)
Adopted without objection.

FURTHER RESOLVED, that the phrase “to be based at KPFK in Los Angeles” shall be stricken from the resolution. (Adelson)
[NEED TO CHECK THE VOTE ON THIS]

Resolution on International Spanish Language Newscast passes as amended.

 

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ANTI-RACISM AND ANTI-OPRRESSION TRAINING

Bob read the resolution:

“Resolved that the Executive Director is instructed to immediately begin the search for an anti-racism and anti-oppression training team for the network, and that he specifically seek out organizations that focus such training on an analysis of power dynamics.”

“The executive Director shall consult signal area committees of inclusion, and with a wide range of other interested parties within the foundation for advice and recommendations in this matter.”

Moved, seconded by Mark.

A discussion ensued about whether Robert’s Rules of Order allowed, after a motion was seconded, discussion only by a person objecting to the motion, or whether general discussion was allowed even by those not objecting. It was decided that general discussion could proceed.

Bob gave some background on the motion

LaVarn asked a question about headcount, and Bob clarified that the training teams were to be consultants, not bringing on new paid staff.

Mark brought up that the scope of the motion was not clear, especially in light of the goal of including not only paid staff but also non-paid volunteers and listeners.

Teresa expressed a preference for this on a local level.

Sarv wished to amend the motion to add a requirement that “the executive director bring to us the economic resource requirements to implement this resolution, as well as some community resources that can be tapped to fulfill the mission of this resolution”.

Donna agreed that we need to look at where the financial resources are going to come from.

Maria suggested that we could approach it as an either/or situation in terms of national vs. local. “The executive director would be instructed to get teams, but only to ensure that it’s happening. The actual implementation could be done at a local level. Don’t know if there’s an amendment in that.”

William expressed concern that we have no fiscal resources to pay for implementing it.

Bob stated that he supports Maria in her idea, and suggested that the motion be amended to say “team or teams” to allow for the existence of different teams at different stations. Regarding funds, item in current budget for training, and although some of that money has been spent, there is still money available in there for this implementation. It will take time to do the search, so the money will not need to be available right away. Also, he stated that there is another motion coming up in a minute regarding the funding stream.

Teresa read suggested substitution “that the Executive Director is instructed to immediately begin a search to implement a program for locally-generated training in anti-racism and anti-oppression at each station, that this program be coordinated with the signal area Committees of Inclusion, and with a wide range of other interested parties within the Foundation for advice and recommendations in this matter.”

The substitute motion was seconded.

Sarv withdrew his amendment with no objections.

Teresa explained her substitution motion.

Vote to agree to substitute the original motion with Teresa’s substitute: 11 in favor, 2 opposed, 2 abstentions.

Vote to accept the substitute: 11 in favor, 1 opposed, 3 abstentions

 

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SPANISH LANGUAGE PROGRAMMING — RECONSIDERED

Motion as to whether to reconsider the previous motion regarding the Spanish language news programming

In favor: 11, Opposed 0, Abstention 3

Where it says “produced each weekday in the Spanish language”, re-insert the phrase “to be based in KPFK Los Angeles”.

Also, instead of the term that was used to describe the area, it would say “the occupied lands of Mexico, the Caribbean basin south to Tierra Del Fuego, Chile” and instead of Afro-Latino, we would say “of African descent.”

Vote on doing a roll call vote for the amendment: 10 in favor, 1 opposed.

Vote to amend (Bob’s & LaVarn’s language):
Gonzalez yes - who’s Gonzalez?
Roberts yes
Durlin yes
Lederer yes
Saba yes
Armoudian yes
Lane yes
Rodriguez -- chair doesn’t vote.
Warren yes
Laforest yes
Adelson yes
Williams yes
Heffley yes
Allen – abstain
Shakir yes

Vote on doing a roll call vote for the motion itself: 4 in favor, 6 opposed.

Vote on the motion itself: 12 in favor, 0 opposed, 3 abstentions

Bob’s Text -

RESOLUTION ON INTERNATIONAL SPANISH LANGUAGE NEWSCAST AS AMENDED

RESOLVED, that as per the mandate of the Pacifica Race and Nationality Policy, the Foundation shall establish a national/international newscast each weekday in the Spanish language to be based at KPFK in Los Angeles, with participation of producers at other Pacifica stations and affiliates, and stringers from throughout the United States, the occupied lands of Mexico, the Caribbean Basin, south to Tierra del Fuego, Chile. The program will premiere no later than January 1, 2006.

FURTHER RESOLVED, that the newscast will utilize and incorporate the skills of diverse racial and ethnic groups from the occupied lands of Mexico, the Caribbean Basin, south to Tierra del Fuego, Chile, in all phases of production, with special attention to the inclusion of Indigenous people and those of African descent.

FURTHER RESOLVED, that this program will include an ongoing focus on the oppression of Indigenous peoples, people of African Descent, and women, and will include examination of neo-colonialism and globalization, white supremacy, national, class, and gender oppression, genocide and poverty. Pacifica also will promote the expansion of local Spanish language news and public affairs programs.

FURTHER RESOLVED that the executive director should provide an estimate of economic resources required if possible, to explore the local community resources available. (Warren)

FURTHER RESOLVED that the implementation details for this initiative be referred to the programming committee of the Pacifica Foundation Board of Directors.

 

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RESOLUTION ON FINANCING: THE IMPLEMENTATION OF PACIFICA’S POLICIES ON RACE, NATIONALITY & OPPRESSION

and

RESOLUTION ON PACIFICA NATIONAL COORDINATORS FOR POLICIES ON RACE, NATIONALITY & OPPRESSION

First resolution:
Resolved, that the national office shall organize a voluntary national day of fundraising to create the funding base for the implementation of the race and nationality policy no later than the end of the fiscal year, 2005, and that, where possible, funds for this purpose also be provided from the minority station designation entitlement from the Corporation for Public Broadcasting.

The National Office shall develop a comprehensive strategy to create a diverse funding base for the full implementation of the Race and Nationality policy, including grants, large donors, targeted donors, special mailings and other methods as appropriate, and will report its plan to the PNB for its review at the next regularly scheduled PNB meeting.

Second resolution:

RESOLVED, that the Executive Director shall immediately begin a search for a pair of half-time national coordinators for Pacifica policies on race, nationality and other forms of oppression. Among the principal qualifications for that position shall be experience as an organizer in the area of anti-racism, knowledge of non-commercial media,a nd esperience in and knowledge of various oppressed communities. One position will cover the West Coast stations, and the other the East Coast. The coordinators will jointly respond to the needs of the Houston station.

FURTHER RESOLVED, that these coordinators will monitor implementation of the Race and Nationality policy and other nondiscriminiation and inclusion policies, perform necessary staff surveys, compile statistical data, and offer a supplementary channel to any existing mechanism for grievances on the basis of race,nationality and other areas of discrimination, help organize and coordinate a national programming collective on race, nationality and other issues pertaining to oppression, oversee the implementation of anti-oppression training at the national and local levels, the development of affirmative action policies, and provide logistical support to the local and national Committees of Inclusion (COIs).

FURTHER RESOLVED, that the Ad Hoc national COI will screen and recommend candidates for this position to the executive director.

Leslie Radford, former member of the KPFK Local Station Board, made a presentation about these resolutions. She explained the history and the reasons behind the resolutions, and discussed the financial aspects (estimated $135,000 budget, as follows:)

BUDGET – Race and Nationality Policy
Expenses Race and Nationality Implementation Expenses ** DRAFT **
Area	Remaining Fiscal ’04-‘05	Annualized
Coordinator Salary Coordinator Benefits Position Expenses Subtotal	40,833 20,417 11,667 72,917	70,000 35,000 20,000 125,000
Spanish Newscast
Production Expenses Salaries (1.5 positions) Benefits Subtotal	23,333 26,250 13,125 62,708	40,000 45,000 22,500 107,500
Commission
Miscellaneous Expenses	1000	1000
	161,625 -25000	258,500

Don Rojas spoke on the importance of these resolutions.

Time for public comment.

************************

Discussion by the PNB:

Dave expressed concerns about the fact that these resolutions will be funneled through one person in terms of interpretation and implementation.

Bob clarified what the motion says about financing. “Resolved that the National Office shall develop a comprehensive strategy to create a diverse funding base for the full implementation of the Race and Nationality Policy, including grants, large donors, targeted donors, special mailings, and other methods as appropriate, and to report back to the PNB for review at the next meeting, so the PNB will have full input into it, as well as the national day of fund-raising by the end of this fiscal year. So it’s a lot of different tools that are traditional and have been used for every other part of Pacifica’s operations, and there’s no reason to think this should be treated any differently.”

Fadi mentioned the $135,00 more or less available for the rest of the year, about 9 months, and asked about the estimated cost for both the program and having a coordinator implementation. Leslie Radford replied:

Two half-time positions for the remainder of the year (7 months) $41,000, benefits at 25% for position expenses at $11,600, for a subtotal of $72,900 for the coordinator position for the remaining 7 months. Spanish newscast expenses are about $23,300 for production expenses, one-and-a-half positions, a producer and an engineer, at $26,000 with benefits at another $13,000 for a subtotal of $62,700 for the newscast, if we get them up and rolling tomorrow.

Patty was offended by the comparison between this program and an elevator. She also expressed concern about process being superceded.

Mark was concerned about financing. The notion of dedicating a day to the concept made sense to him as a fund-raising program.

Teresa wanted to correct the statement that “we had our mind set” before the meeting. She proposing a substitute motion:

“Be it resolved that the National Office shall develop a comprehensive strategy to create a diverse funding base for the full implementation of the Race and Nationality Policy, including grants, large donors, targeted donors, special mailings, on-air funding and other methods as appropriate, and will report its plan to the PNB for its review at the next regularly-scheduled PNB meeting. Wherever possible, funds for this purpose also shall be provided from the minority station’s designation entitlement from the CPB.”

Teresa’s motion was seconded.

Zarinah expressed the need for a Development Task Force for implementation, and challenged others to participate in the fund-raising efforts.

Dave stated that when it came before the National Finance Committee, it was explained that the position was a long-term goal, not something that was mandated by the policy. He wondered whether people feel that were at an end point in figuring out how to staff the positions.

Bob strongly disagreed with Teresa’s substitute motion, because it effectively removes the deadline for the day of fundraising to occur by the end of the fiscal year, September 30th.

William pointed out, regarding the idea of staff having fiefdoms and not necessarily implementing things in the way the board intended, that the board hasn’t developed any evaluation procedure, or worked with management to develop any evaluation procedures, and it’s something that’s happening at local boards and among staff. Once you have objectives and goals, you can evaluate people, rather than saying “Once it’s in someone else’s hands, it’ll never work, because they’re just going to do what they want to.”

Sarv offered a new motion: “Within the next six months, the Pacifica Network create a nationwide program on race and nationality at the same time, just like we did with Pacifica Archives, and I think we have the resources to do , and we can ask the director to come and tell us within the next month whether it can be done within 6 months.”

Donna reminded everyone that passing a motion doesn’t create implementation.

LaVarn supported Teresa’s motion because Pacifica needs to have other ways of raising money than on-air, due to listener fatigue and burnout.

Marty pointed out that the day is “voluntary” and called the question. It was seconded.

Vote on whether to call the question: 13 in favor, 0 opposed.

“Resolved that the National Office shall develop a comprehensive strategy to create a diverse funding base for the full implementation of the Race and Nationality Policy, including grants, large donors, targeted donors, special mailings, on-air funding and other methods as appropriate, and will report its plan to the PNB for its review at the next regularly-scheduled PNB meeting. Wherever possible, funds for this purpose also shall be provided from the minority station’s designation entitlement from the Corporation for Public Broadcasting.”

Teresa clarified that her substitute motion does NOT include first paragraph of the original motion.

Vote on Teresa’s substitute motion: 6 in favor, 4 opposed.

Maria proposed amending Teresa’s substitute motion to add back the deadline. Teresa did not accept this amendment.

Vote to end debate: 10 in favor, 0 opposed

“Resolved that the National Office shall develop a comprehensive strategy to create a diverse funding base for the full implementation of the Race and Nationality Policy, including grants, large donors, targeted donors, special mailings, on-air fund-raising and other methods as appropriate, and will report its plan to the PNB for its review at the next regularly-scheduled PNB meeting. Further resolved, that wherever possible, funds for this purpose also shall be provided from the minority station’s designation entitlement from the Corporation for Public Broadcasting. All fundraising efforts must be completed by September 30, 2005.”

Vote 13 in favor, 0 opposed.

Main motion as amended 12 in favor, 0 opposed

The question was called on the coordinator motion.

Patty moved. “The responsibilities of National Coordinator for Race and Nationality Policy Implementation will be assigned to a Human Resources Director, and the qualifications desired incorporated in the search for that person. Pacifica’s Human Resources Director will be trained and certified as an Anti-Oppression Workshop Trainer. The Human Resources Director will work closely with the Committee of Inclusion for implementation of related policies.”

LaVarn pointed out the need to consider the head count plan, and supports Patty’s amendment

Bob stated that they do have a plan at the National Office to hire an HR Director. Also, he opposed Patty’s amendment because the scope of the policy goes totally outside the scope of an HR Director, who is essentially in charge of employees.

Ray pointed out the direct funding sources already previously discussed.

Mark supported the idea of using existing HR position due to funding limitations.

Teresa feels that these responsibilities should at least start under the new HR person, or an assistant to them.

Ambrose pointed out that the language doesn’t address hiring the person, only the search for them and the recommendation as to who should be hired.

William stated that one doesn’t search for a person to fill a position unless one intends to hire them. Creating a new position is for perpetuity and we need to think very carefully about this. If we pass resolutions that we can’t fund, we’re driving the Foundation into bankruptcy. William moved that this should be referred to the Finance Committee.

William’s motion was seconded.

Bob amended the amendment to change the referral to the National Ad Hoc Committee of Inclusion as well as the Finance Committee.

Vote to refer to both Finance & Ad Hoc Committee of Inclusion: 11 in favor, 0 opposed, 3 abstentions.

RESOLUTION TO ESTABLISH A PACIFICA NATIONAL COMMISSION ON AFFIRMATIVE ACTION AND EQUALITY

Bob moved the resolution

[Bob added the following text in his edits]

WHEREAS, the interim Pacifica National Board in its votes of September 21, 2002, called for the immediate establishment of a 'National Commission on Affirmative Action and Equality,' which would include both Pacifica activists and respected academic and community leaders, to develop a detailed action plan on issues of inclusion throughout the network,

WHEREAS, the interim Pacifica National Board in its votes of September 21, 2002, supported the 'adoption by the next board of a bylaws amendment creating meaningful affirmative action for disenfranchised groups in the election of local and national boards,' therefore be it

RESOLVED, that the Pacifica National Board shall establish a Blue Ribbon Commission, whose members shall be identified by the ad-hoc National Committee of Inclusion, then recommended to the PNB with the advice and input of the Executive Director, in order to attain qualified legal opinions from civil rights attorneys and scholars on what forms affirmative action measures in Pacifica's staffing, programming and governance might take, that said Commission be comprised of qualified attorneys, anti-racist activists, and legal and cultural leaders of communities of color.

The motion was seconded.

Bob ceded his time to Rafael Renteria, former Program Director and News Director for KPFT and current elected member of the Interim Program Council at KPFK. Bob gave some background on the resolution.

Marty said she would like more specificity – no cap on the number of people on commission, no time or date.

Bob responded by reminding everyone that these are non-paid people and therefore it was not anticipated that there would be a particular cap. As far as date, some reasonable period before the bylaws convention would be a loose deadline. The National Committee of Inclusion could look at these questions and come back with recommendations.

Mark had concerns about blue ribbon commission felling nebulous. Who’s deciding who are qualified attorneys? How to ensure that there’s a broad range of opinions, not just a rubber stamp of those who believe in a certain approach?

Teresa stated that she was on the Interim PNB, and they approached many attorneys, and most would not approach it with a 10-foot pole. A lot of these issues were in closed session due to confidentiality. She’s opposed to the motion.

Patty requested clarification as to who the Committee of Inclusion was. She moved to strike Paragraph 2, “Whereas the Pacifica Interim National Board, in its vote of September, 2002, supported the adoption by the next board of a bylaw amendment creating meaningful affirmative action for disenfranchised groups in the election of the local and national boards.” and to add new language “Be it further resolved that all legal opinions obtained by this committee shall be presented in full and in writing as part of the committee’s report.” This is important to protect against Pacifica’s liability. She mentioned an incident in the past when a lawyer was providing legal opinions to Pacifica and it was subsequently discovered that he was representing a person who was involved in a legal action against Pacifica.

Patty’s motion was seconded.

There was a move to divide the two arts of the motion, so they can be voted on separately.

Ray gave some more information about the historical “conflict of interest “case with the lawyer mentioned by Patty. He stated that it was a very minor issue and there was no moral conflict of interest.

William expressed surprise that the board was discussing doing this to avoid problems that have occurred in the past, yet there was nothing specific about how the people will be selected, how many of them there will be, and who will be responsible for selecting them. He said it was difficult for him to support this without referring it to a committee, and he was not sure what committee would be appropriate.

There was a move and second to refer it to the Governance Committee.

Bob brought everyone’s attention to the phrase “whose members shill be chosen by the Ad-Hoc National Committee of Inclusion, with the advice and input of the Executive Director”. It’s very clear on who has the responsibility.

Mark supported the idea of referring the idea to the Governance Committee.

Vote for ending discussion and calling the questions: 9 in favor.

Vote for referring to the Governance Committee: 11 in favor, 3 opposed.

 

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NEW BUSINESS

Public Participation on LSB committees

Ray presented a motion that “All Pacifica station boards establish a policy to include, in its committees, all listeners who reasonably demonstrate an interest in serving on any LSB committee as full voting members, with provisions for closed sessions when legally confidential information is under consideration.”

The motion was seconded.

Patty put forward an amendment to add the language “The configuration of voting participating be in the 25-75% percent ration of staff to listeners.”

The amendment was seconded.

Maria expressed concern that without caps of some sort, it might get very chaotic.

Bob opposed Patty’s amendment because it violates the bylaws. Article 7, Section 10 says, in talking about establishing advisory committees to an LSB, “Any such advisory committee shall include at least two LSB members” — and then the key sentence — “Members affiliated with that radio station shall be eligible for appointment to a committee.” Patty’s amendment would restrict the rights of staff in participating.

Dave disagreed with Bob’s interpretation. That’s advisory committees, which aren’t the same as standing committees. He’s opposed to Patty’s motion, because his understanding of the main motion is that it’s just an instruction to the LSB to develop a policy, and if they so choose, they can do what Patty is saying.

Vote to end debate: 9 in favor, 6 opposed. Failed.

Mark feels the LSBs should be allowed to decide for themselves.

William pointed out the typo in the motion. It stated “with provisions for closed sessions with when legally confidential information is under consideration.” The word “with” should be removed so it reads “… closed sessions when legally confidential …“ All agreed to this correction.

LaVarn agreed with Mark Roberts that this should be addressed by the LSB.

[Someone] referred the board members to the Local Station Board Actions of KPFT – Understanding Governance Rules. There is direction on how your LSB can implement rules for committees.

Question called and seconded.

Vote to end debate: 8 in favor, 2 opposed, 3 abstentions. Motion carries.

Vote on Patty’s amendment:

“The configuration of voting participation be in direct correlation to the listener/staff ratio of 75%-25%”

A roll call vote was requested.

Vote on whether to do a roll call vote: 4 in favor, 7 opposed

Vote on Patty’s amendment: 2 in favor, 9 opposed, 2 abstention

Vote on Ray’s original motion as amended:

“All Pacifica local station boards establish a policy to include, in its committees, all listeners who reasonably demonstrate an interest in serving on any LSB committee as full voting members, with provisions for closed sessions when legally confidential information is under consideration.”

Ray clarified that this would in fact preclude any committee from putting a cap on the number of people on a committee.

Vote on original motion: 3 in favor, 7 opposed. Motion failed.

 

Motions During Telephonic Meetings

Donna Warren moved that all motions discussed during telephonic conference calls of the PNB not be voted upon until the motion can be voted on at a regularly-scheduled quarterly PNB meeting.

The motion was seconded.

Teresa was opposed to this.

Dave believes it contradicts the bylaws, which allows for business to be conducted this way. This would cripple the governance structure.

William moved that this matter should be referred to a coordinating committee.

LaVarn presented a substitute motion “that the Board shall, as part of its minutes, structure an internal performance review or checklist for national and board responses on motions in action items assigned in board meetings, create an action item list as part of the minutes, assign responsibility, assign due dates, review lists at each following meeting.

Vote to end debate: (number not mentioned on audio; apparently motion passed.)

Vote to refer to coordinating committee: 6 in favor, 6 opposed. Chair voted to send to committee.

 

Dedon’s statement

The Board agreed to hear Dedon’s statement. There was apparently some microphone problem.

Motion to adjourn

Vote on motion to adjourn: 2 in favor, ??? opposed (number not stated)

 

Motion to Set Calendar for the Year

Warren presented a motion to set the calendar for the year at the first meeting of the PNB. “Whereas directors, LSBs, and guests need adequate lead time to plan attendance at the quarterly PNB meetings, and the hosting LSB station would benefit greatly from knowing when the PBM will visit the hosting LSB station, and whereas the PNB must be informed of the cost of the quarterly meetings, I move that we set the calendar for the respective year at the first meeting of the PNB, and that the GM of the immediately past-held meeting give a financial account of the cost of that PNB, and the GM of the current meeting and the next meeting give an estimate of the cost of the present and forthcoming meetings.”

The motion was seconded.

Vote to end debate: 7 in favor, 4 opposed. Motion fails.

William moved that we refer it to the coordinating committee.

His motion was seconded.

Vote to refer to coordinating committee: 11 in favor, 1 opposed. Motion carries.

 

Advance Notice of Meeting Motions

Sarv proposed that “All motions for consideration for a regularly-scheduled meeting will be provided in writing 3 weeks ahead of time to members of the board, and for telephonic meetings, at least one week prior to the scheduled meeting.

The motion was seconded.

Vote on Sarv’s motion: ??? in favor (no number stated), 8 opposed, 2 abstentions.

 

2005 Timeline

LaVarn moved that the National Office present a timeline for fiscal 2005 outlining projects, initiatives, and campaigns, including ADA projects, capital campaigns, fund drives, major lease expirations, and other major projects that require funding exceeding $50,000 or that generate income exceeding $50,000.

Bob objects to voting on this without the Executive Director’s feedback. He recommends that this be deferred until a meeting where the ED is present.

Teresa expressed disappointment that the ED is not here.

It was moved and seconded that this be referred to Finance Committee.

Vote to end debate: 9 in favor, 4 opposed.

Vote to refer to finance: 8 in favor, 6 opposed

 

Seal Presentation

Patty presented the Seal of the Pacifica Foundation (held by the Secretary), which she got from former secretary Roger Manning, to William Walker, along with the National Board Secretary Information and (inaudible).

Motion to adjourn revisited

Vote on motion to adjourn: (numbers not announced) 

Respectively Submitted by _____________________________ , Secretary of the PNB

Absent: Julie Chavez Rodriguez

The Chair informed the Board that Executive Director had some announcements for the Board. Dan announced that his wife Elizabeth was pregnant with twins. He then informed the Board that he was resigning from his position as ED and would discuss the timetable with the Board subsequently.

 

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Pacifica National Board Committee Reports

Elections Review Committee, LaVarn Williams, Chair: an inaugural meeting had been convened; some local elections coordinator reports had been distributed, more would be available; and the minutes would be distributed to the Board as soon as available.

Audit Committee, Donna Warren, Chair: reminded the board of the structure and function of the Audit Committee in contrast to the Finance Committee.

Personnel Committee (Donna Warren): Ms. Warren then announced that the Personnel Committee had been convened and she had been elected to chair the Personnel Committee, Patty Heffley had been elected as Secretary.

National Committee of Inclusion (Ray LaForest): Mr. LaForest indicated the COI would be meeting the following day and would have a report to make after that time.

The Chair announced that Joe Montes would be convening the Technology Committee, which had yet to convene. In the interests of time, reports from the National Finance Committee and the Programming Committee would be held subsequently during the course of the meeting. It was noted that the Staff-Board Relations Committee and the Coordinating Committee had yet to convene. The Archives Task Force had had several meetings and a report would be submitted by ________ from KPFA.

 

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PUBLIC COMMENT

The public comment section was given over, almost entirely to discussions in an around the suspension of WBAI Local Station Board Paul De Rienzo for his disruptive behavior at the March ____ LSB meeting. A video of the meeting was run at the end of the public comment section.

Patty Heffley introduced the following motion:

“Whereas suspensions longer than one meeting in effect constitute “temporary removal” of an elected board member,

RESOLVED, that: Article 4, Section 9 of the revised Pacifica Foundation Bylaws must be applied to any suspension longer than the meeting in which the alleged offense takes place . . . (quote Article 4, Section 9 . . .)”

A freewheeling discussion of the episode and Ms. Heffley’s motion ensued, during which it emerged that, while aspects of this suspension and previous requests by Ms. Heffley to overturn the suspension had been referred by the PNB to the Governance Committee, the Committee had not disposed of the issues.

The Chair indicated that, had he known of this, he would not have permitted the foregoing discussion.

Mark Roberts moved, seconded by Randhawa that the totality of Ms. Heffley’s new and old motions be referred to the Governance Committee take final action on this matter.

Motion prevails - 13 ayes, 1 nay.

A complementary motion had to be made that the Governance Committee take action on the matters pertaining to De Rienzo’s suspension before the PNB’s regularly-scheduled April, 2005 teleconference call. Motion was adopted without objection

The Chair moved the adjournment of the meeting at 9:00 p.m.

 

Respectively Submitted by _______________________ , Secretary of the PNB

Programming Committee – Rob Robinson, Chair: Programming will meet monthly on the 3rd Monday, 5:00 PST. The committee will be forwarding a resolution relating to the anti-racism and diversity committee recommendations.

Elections Committee – (LaVarn Williams): Ms. Williams provided a general report on the overview of input obtained regarding allegations of impropriety regarding last year’s election process. Concerns were expressed about anecdotal input given to the committee.

Motion by Adelson, seconded by Schroell: The PNB stipulates that the elections committee report is a roster of allegations that have not been investigated and are not confirmed. Motion to end debate 14 ayes – 2 nays

Motion prevails - 11 ayes, 5 nays.

 

Motion by Walker, seconded by Sarv Randawha: To initiate an independent investigation process in to the LSB election process.

Motion fails: 3 – ayes, 10 – nays.

 

Motion by Adelson, second by Montes: The issue of implementation of HD radio goes before the Finance Committee and the Technology Committees to consider the questions and make recommendation to the board before this technology is implemented. This issue must be approved by the PNB before implementation.

Motion to end debate, no objection.

Motion prevails - 11 ayes 6 nays

 

Motion by Adelson, second by Durlin – that the Coordinating Committee investigate the candidates for secretary and submit such candidates at the next PNB meeting, and that in the interim Lailani will serve as secretary pro tem. Adopted without objection.

Chairman Ambrose raised the issue of the search for a new Executive Director.

Motion by Martin, second by Saba to elect a special committee by IRV to search for an Executive Director for both the Interim and Permanent Executive Director to consist of one representative by the five station locations, one representative from the affiliates and two general managers. The committee shall promulgate the process for selecting the ED and return to the PNB for approval and then implement the process approved by the PNB.

Motion prevails 11 ayes, 8 nays

 

Motion to Amend by D. Warren, seconded by Saba to add the Executive Director as ex-officio nonvoting member. Adopted no objection

Motion to Amend by Adelson, seconded by D. Warren that the GM representatives also be ex-officio nonvoting members of the committee. Adopted no objection.

Motion by Adelson, seconded by Heffley that the newly created committee elects the management representatives.

Motion fails 9-6

 

Motion by Durlin, seconded by M. Warren that the General Managers be elected by the administrative counsel.

Motion prevails -16 ayes

 

Motion by Lederer, seconded by Robinson that the CFO be on the search committee as a nonvoting ex-officio.

Motion prevails - 11 ayes, 5 nays

.

Motion by Armoudian, seconded by Roberts, that the committee first solicit information from the PNB on the execution of the search for the ED and synthesize and deliberate on the input.

Motion prevails, 11 ayes – 2 against

 

Final Motion as Amended: The PNB elect a special committee by IRV to search for an Executive Director for both the Interim and Permanent Executive Director to consist of one representative from the five station locations, one representative from the affiliates; two general managers, the current executive director and the current Chief Financial Officer and that the General Managers be elected by the administrative counsel. The General Managers, Executive Director and the CFO shall be ex-officio nonvoting. The committee shall promulgate the process for selecting the ED and return to the PNB for approval and then implement the process approved by the PNB. This committee must fist solicit information from the PNB on the execution of the search for the executive director and synthesize and deliberate on the input.

Motion prevails 11 ayes, 8 nays

 

Motion to populate committee by Adelson. no objection

Nominations

KPFT
Mike Martin

KPFA
William Walker
Fadi Saba

KPFK
Dave Adelson

WPFW
Mark Roberts

WBAI
Bob Lederer
Patty Heffley

Affiliates
Steve Pierce

Move Adelson, second by Armoudian to close nominations. No objection.

 

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PUBLIC COMMENT

Election Results - ED Search Committee, PNB Representatives

KPFK – Maria Armoudian / KPFT - Mike Martin / WPFW – Mark Roberts / Affiliate- Steve Pierce / KPFA – Fadi Saba / WBAI – Bob Lederer

Martin moved by unanimous consent that Steve Pierce be placed on the Affiliates Task Force and Technology Committee. No objection.

Motion by Lederer, M. Warren to hold executive session by phone in two weeks. Unanimous consent to withdraw motion.

Motion to adjourn 1 hour EXECUTIVE SESSION, no objection.

Respectfully Submitted

Mike Martin

 

Respectively Submitted by _____________________________________ , Secretary of the PNB

Ambrose Lane Wendy Schroell Rob Robinson Donna Warren Dave Adelson Mark Robert Ray La Forest Fadi Saba Lonnie Hicks Marty Durlin

LaVarn Williams Maria Armoudian Julie Chavez-Rodriguez Bob Lederer Patty Heffley Ngozi Kamu Mike Martin Zarinah Shakir Steve Pierce Michael Warren

Directors and Officers not present: Sarv Randawa, Joe Montes and Dan Coughlin, E.D.

 

-Discussion about lack of meeting notice and applicability of Article VI, Section 4 of the Bylaws.
As no one formally objects upon commencement of meeting, meeting proceeded and a revised agenda was adopted with timelines.

Proposed agenda:
Dave Adelson moved that timelines be determined for the three agenda items as follows:
1) Executive search committee report (1 hr)
2) Coordinating committee report (45 minutes)
3) Governing committee report (45 minutes)

No Objections.

Motion passes

 

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Executive Search Committee

Mark Roberts Chair of the Executive search committee.

Members of this committee are:

Mike Martin
Fadi Saba
Mark Roberts
Bob Lederer
Maria Armoudian

Non-voting members
Lonnie Hicks
Dan Coughlin
Duane Bradley
Ron Pinchback

Moved by Mark Roberts:
1) We recommended to the PNB that the current committee composition be as is, except that an additional non-voting, non-management member be added from the National Office or Archives.

Amendment by Dave Adelson that no candidate shall serve on this committee.
Seconded.
No objection
Approved.

Amendment proposed by Bob Lederer to add at the end, that:
Each LSB elect a voting representative to be a part of this committee at their next committee meeting and women are strongly encouraged.

Dave Adelson Moves to table Bob’s amendments, until the next meeting of the PNB.

No Objection
Motion to table passes.

Wendy amends that whereas the National office is already represented well in this committee, that the rep comes from the Archives.

Seconded: LaVarn

Yes	No	Abstentions	Absent
Fadi-Yes LaVarn-yes Wendy-Yes	William-no Maria- no Dave-no Julie-no Donna-no Bob-no Patty-no Ray-no Mike-no Ngozi-no Michael Warren-no Rob-no Mark-no Steve-no	Zarinah	Sarv Marty

Amendment fails.

Vote on the main motion
No objection

Motion passes as follows:

That the Executive Search Committee add a non-voting, non-board, non-management member to the committee and that this new member not be a candidate for the position.

2) Moved to present a list of candidates for interim ED to the full board by May 9th, said process to include posting internally as well as externally, including, but not limited to, nonprofit job search web sites, broadcast job search websites, and executive search sites.

Dave Adelson amends, seconded by Fadi Saba, that 1) Any candidate recommended by any voting member of the ED Search committee shall be submitted to the PNB for consideration. 2) No individual member of the committee can recommend more than 1 person.

Wendy S. moved to divide the motion
Maria A. seconds
Wendy’s Amendment to divide passes without objection.

Mark R moves, seconded by Mike M, to reconsider so that they may vote on the second part first and then the first.

Passes with no objection.

Part 2) Vote--

Yes	No	Abstentions	Absent
Fadi-Yes Dave-Yes Donna-Yes Bob-Yes Ray-Yes Michael Warren-Yes Ngozi-yes Rob-Yes Mark-Yes Steve-yes	Julie-no Patty-no Wendy- no Zarinah-no	William LaVarn Maria Mike	Marty Sarv

Amendment passes.

Part1)
No objections, amendment passes.

Main Motion, without objection, passes as follows:

Interim ED candidates resumes to be submitted by May 9th, and that this search is to be conducted online, in the newspapers and through services. No individual member of the committee can recommend more than 1 person. Any candidate recommended by any voting member of the ED Search committee shall be submitted to the full PNB for consideration.

3) The ESC moved to present a document approved by the ESC to the PNB for approval and immediate dissemination. The document has been sent by Mike Martin to the PNB.

Dave moved, seconded by Ray, to separate the iED and ED language and table the ED post language.

Amendment vote:

Yes	No	Abstentions	Absent
Fadi-Yes Maria-yes Dave-Yes Bob-yes Ray-yes Michael Warren-yes Wendy-yes	LaVarn-no Julie-no Donna-no Patty-no Ngozi-no Mike-no Zarinah-no Steve-no Rob-no Mark-no	William	Marty Sarv

Amendment- fails

Main motion:
No objection
Motion passes.

4) The ESC recommends to the PNB that the ESC research and recommend candidates for iED hire by 5/9, and that the PNB grant the ESC a budget of up to $5,000 for the iED search.

Vote:

Yes	No	Abstentions	Absent
Maria-Yes Julie-yes Donna-yes Bob-yes Ray-yes Michael Warren-yes Ngozi-yes Mike Martin-yes Rob-yes Mark-yes Zarinah-yes Steve-yes	William-no Fadi-No LaVarn-no Wendy-no Patty- no		Marty Sarv Dave

Motion passes

5) The PNB has agreed to hire a search a firm, and the executive search committee would like authorization to research recommendations to the PNB of firms to hire for the ED position.

Vote on the Main Motion

Yes	No	Abstentions	Absent
William-YES Fadi-yes LaVarn-yes Maria-yes Julie-yes Donna-yes Steve-yes Michael Warren-yes Ngozi-yes Mike-yes Wendy-yes Rob-yes Mark-yes	Bob-no Ray-no Zarinah-no	Patty	Sarv Marty Dave

Motion passes

 

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Coordinating Committee Report

Given by Vice-Chair Julie Chavez-Rodriguez

After full discussion of Director inspection Rights and the letter of opinion of Attorney Mark Alcorn, as well as the matter of the proposed confidentiality agreement.

Motion was made by Steve, seconded by Maria,

Motion: That the board directs management to grant access to the directors (Patty Heffley and LaVarn Williams) making available the information that they have requested.

Fadi calls the question.
No objection to end debate

Vote on the motion:

Yes	No	Abstentions	Absent
Fadi-yes LaVarn-yes David-yes Donna-yes Patty-yes Ngozi-yes Wendy-yes Rob-yes Mark-yes	William- no Zarinah-no Ray-no	Julie-abstain Bob-abstain	Sarv Marty Dave Michael Mike

Motion passes

Mark moves to call the order of the day, until 5/9/05 at the next PNB conference call.

No objections
Adjourned at 11:20 PM EST

 

Respectively Submitted by _____________________________________ , Secretary of the PNB

 

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Minutes:

At 5:08, the secretary called the roll. 15 members plus ED Dan Coughlin were present. Director Steve Pierce was excused from the meeting. Absent Directors were Marty Durlin, William Walker, Joe Montes, Teresa Allen, Ray LaForest, and Michael Tarif Warren. CFO Lonnie Hicks was not on the call. Directors Michael Tarif Warren and Ray LaForest joined the call late.

The Chair asked for the meeting to last no more than 2 hours.

The Chair asked Director Lederer to recite the agenda.

 

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Motion 1: Director Randhawa moved that the following maximum times for the agenda items be as follows.

1. Report from Coordinating Committee
a) proposal to hold executive session on Friday, June 17 in Berkeley – 15 mins
b) status of Executive Director – 45 mins

2. Motion to rescind motion to establish Executive Transition Team – 15 mins

3. Report from Executive Search Committee
a) candidates/process for Acting Executive Director – 15 mins
b) candidates/process for executive search firms – 5 mins
c) outgoing compensation for Executive Director – 20 mins

Director Heffley amended Director Randhawa’s motion.

1a) proposal to hold executive session on Friday, June 17 in Berkeley – 5 mins
3a) candidates/process for Acting Executive Director – 25 mins

Motion 1 passed with Director Heffley’s amendment with no objection.

Director Schroell volunteered to keep time.

 

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Motion 2 - Report from Coordinating Committee – proposal to hold executive session on Friday, June 17 in Berkeley.

Director Adelson moved to hold an executive session on Friday, June 17 in Berkeley. Director Schroell amended the motion to start the executive session at 2 p.m. on Friday, June 17th.

Motion 2 passed 8-5.

The Chair ruled it is proper for the prior ED (Dan Coughlin) to be on the discussion.

 

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5:35/ 45 mins
Motion 3. Report from Coordinating Committee - status of Executive Director.
b) status of Executive Director – 45 mins

Director Randhawa moved that the ED position be vacant as of June 15, 2005 with the CFO assuming signing authority. Motion was seconded by Director Robinson.

Director Adelson moved to divide the motion.

The question was called on dividing the motion.

No objection was made to calling the question.

Motion 3 to divide passed 9-3.

Director Adelson moved that the Chair of the PNB will assume all authority resident with the ED until such time as the PNB rules otherwise.

Director Lederer moved that the PNB accept the resignation of Dan Coughlin as ED and president of the Pacifica foundation effective COB June 15, 2005.

Director Randhawa moved to add “and hereby instructs the CFO to sign all documents under the direction of the chair of the board to assure the foundation operates in a manner xxx” Director Randhawa needs to send the rest of his motion.

Director Adelson moved to substitute “chair of PNB will assume all authority resident with the ED until such time as the PNB rules otherwise”.

Reconstituted Motion 3.

Moved that “the PNB accept the resignation of Dan Coughlin as ED and president of the Pacifica foundation effective COB June 15, 2005 and that the Chair of the PNB assumes all authority resident with the ED until such time as the PNB rules otherwise”.

Motion passed 9-5. Yes – Directors Williams, Saba, Randhawa, Adelson, Armoundian, D. Warren, Kamau, Schroell, Heffley. No – Directors LaForest, Lederer, M. Warren, Robinson, Shakir. Abstained – Director Roberts. Absent - Directors Durlin, Walker, Rodriguez, Montes, Allen. Excused – Director Pierce.

 

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6:35/
Motion 4 - Director Saba’s motion to rescind motion to establish Executive Transition Team was placed on the table.

Director Adelson moved that "The PNB hereby authorizes the creation of an Executive Transition Team, to consist of an Acting Executive Director, an Acting Chief Financial Officer, the General Managers, the Archives Directors, the Affiliates Director, a Human Resources Director (to be hired by 06/30/05), and the outgoing ED serving as a consultant, to operate from the period from the departure of the current ED to the start date of the new regular ED, a period not-to-exceed 120 days, with a specific transition plan to be developed by the Executive Search Committee and then considered by the PNB at its next meeting."

Director Adelson’s moved that this motion be tabled to the next meeting. Motion moved without objection.

 

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Motion 5 on public release of ED motions -

Director Lederer moved that “The PNB directs the Foundation Secretary to publicly circulate the text of the PNB's motions on executive transition passed on May 23, 2005, May 31, 2005, and earlier at this current meeting, and that the Foundation publish said text on its website as soon as possible”.

Director Adelson substituted Director Lederer’s motion with: "The PNB directs the Foundation Secretary to publicly circulate the text of the PNB's motions of 6/13/05 indicating that the PNB has accepted Dan Coughlin's resignation effective COB 6/15/05, that the Chair of the PNB has been assigned the authority resident with the ED until the PNB rules otherwise, and that the PNB will be interviewing candidates for interim Executive Director at this weekend's PNB meeting in Berkeley."

Motion passed 13-1. Yes – Directors Williams, Saba, Randhawa, Adelson, Armoundian, D. Warren, Kamau, Schroell, Heffley, LaForest, M. Warren, Roberts, Shakir. No – Directors Lederer, Robinson. Absent - Directors Durlin, Walker, Rodriguez, Montes, Allen. Excused – Director Pierce.

 

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Motion 6 - Report from Executive Search Committee - candidates/process for Acting Executive Director.

For the Record, Director Heffley opposes these proceeding being in executive session. (on Friday, June 17 in Berkeley)

Director Lederer moved that the
--PNB authorizes ESC to invite recommended candidates to PNB executive session on Friday (starting at 2pm for 45 minutes each) for interviews; final selection vote on candidates no later than Sunday morning, June 19th, in Executive Session.
-- ESC working group to develop questions by Friday
-- staff ESC members welcome to interviews (Duane Bradley and Ron Pinchback)
-- ESC team to negotiate terms with candidate chosen by PNB
-- final agreement on terms at PNB teleconference mtg. 1 week after Berkeley mtg. (Monday, June 27).
-- Pacifica will pay for flight.

Director Lederer amended his motion as follows:

The PNB authorizes ESC to invite recommended candidates to PNB executive session on Friday (starting at 2pm for 30 minutes for ESC and 15 minutes for remaining PNB) for interviews; final selection vote on candidates no later than Sunday morning, June 19th, in Executive Session.

The ESC working group to develop questions by Friday

Staff ESC members welcomed to interviews (Duane Bradley and Ron Pinchback)

ESC team to negotiate terms with candidate chosen by PNB

Final agreement on terms at PNB teleconference mtg. 1 week after Berkeley mtg. (Monday, June 27).

Pacifica will pay for flight & lodging if necessary.

Director Adelson moved to eliminate

“ESC team to negotiate terms with candidate chosen by PNB

Final agreement on terms at PNB teleconference mtg. 1 week after Berkeley mtg. (Monday, June 27).”

Elimination approved without objection.

Reconstituted Motion 6 was passed without objection and reads as follows:

The PNB authorizes ESC to invite recommended candidates to PNB executive session on Friday (starting at 2pm for 30 minutes for ESC and 15 minutes for remaining PNB) for interviews; final selection vote on candidates no later than Sunday morning, June 19th, in Executive Session.

The ESC working group to develop questions by Friday

Staff ESC members welcomed to interviews (Duane Bradley and Ron Pinchback)

Pacifica will pay for flight & lodging if necessary.

Reconstituted motion passed without objection.

Time exhausted at 7:18 p.m.

15 min extension to 7:33.

Report from Executive Search Committee - outgoing compensation for Executive Director.

Director D. Warren moved that the PNB “give the maximum 25 days vacation time to the outgoing ED”. Motion was seconded by Director Saba.

Note: ($8,000 based on compensation of $80,000).

Director Randhawa moved the motion be tabled. Director Roberts objected.

Director Adelson moved to extend the time for 15 minutes to 7:48.

Prior motions passed on this motion:

“Any contract entered into with outgoing ED shall be vetted by legal counsel retained by the board.” Director Heffley’s amendment passed 9 to 3.

“That the ESC determine from the payroll firm that Pacifica employs what monies are legally due the ED on separation, and that ESC report this to the PNB. Minimally, all monies legally due the ED shall be paid.” Director Williams’ substitute motion passed without objection.

Motion was made to table all pending questions. Motion passed 11-2. Yes – Directors Saba, Randhawa, Adelson, Armoundian, D. Warren, Kamau, LaForest, Lederer, Robinson, Roberts, Shakir. No – Directors Schroell, Heffley. Abstained – Director Williams. Absent - Directors Durlin, Walker, Rodriguez, Montes, Allen, M. Warren. Excused – Director Pierce.

Motion to adjourn. Meeting ended at 7:52 p.m.

 

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RECAP OF MOTIONS

The motions are presented as follows:

 

Motion 1: Director Randhawa moved that maximum times be set for agenda items.

Director Heffley amended Director Randhawa’s motion for time for items 1a) for 5 mins. And item 3a) for 25 mins.

Motion passed with Director Heffley’s amendment with no objection.

 

Motion 2 - Report from Coordinating Committee – proposal to hold executive session on Friday, June 17 in Berkeley.

Director Adelson moved to hold an executive session on Friday, June 17 in Berkeley. Director Schroell amended the motion to start the executive session at 2 p.m. on Friday, June 17th.

Motion 2 passed 8-5. Yes – Directors Williams, Saba, Adelson, Armoundian, D. Warren, Kamau, Roberts, Robinson. No – Directors Randhawa, Schroell, Heffley, LaForest, Lederer. Abstained – Director Shakir. Absent - Directors Durlin, Walker, Rodriguez, Montes, Allen, M. Warren. Excused – Director Pierce.

 

Motion 3 - Report from Coordinating Committee - status of Executive Director.

b) status of Executive Director

Moved that “the PNB accept the resignation of Dan Coughlin as ED and president of the Pacifica foundation effective COB June 15, 2005 and that the Chair of the PNB assumes all authority resident with the ED until such time as the PNB rules otherwise”.

Motion passed 9-5. Yes – Directors Williams, Saba, Randhawa, Adelson, Armoundian, D. Warren, Kamau, Schroell, Heffley. No – Directors LaForest, Lederer, M. Warren, Robinson, Shakir. Abstained – Director Roberts. Absent - Directors Durlin, Walker, Rodriguez, Montes, Allen. Excused – Director Pierce.

 

Motion 4 - Director Saba’s prior motion to rescind motion to establish Executive Transition Team was placed on the table.

Moved that "The PNB hereby authorizes the creation of an Executive Transition Team, to consist of an Acting Executive Director, an Acting Chief Financial Officer, the General Managers, the Archives Directors, the Affiliates Director, a Human Resources Director (to be hired by 06/30/05), and the outgoing ED serving as a consultant, to operate from the period from the departure of the current ED to the start date of the new regular ED, a period not-to-exceed 120 days, with a specific transition plan to be developed by the Executive Search Committee and then considered by the PNB at its next meeting."

Director Adelson’s moved that this motion be tabled to the next meeting. Motion moved without objection.

 

Motion 5 - on public release of ED -

Moved that “The PNB directs the Foundation Secretary to publicly circulate the text of the PNB's motions of 6/13/05 indicating that the PNB has accepted Dan Coughlin's resignation effective COB 6/15/05, that the Chair of the PNB has been assigned the authority resident with the ED until the PNB rules otherwise, and that the PNB will be interviewing candidates for interim Executive Director at this weekend's PNB meeting in Berkeley."

Motion passed 14-1. Yes – Directors Williams, Saba, Randhawa, Adelson, Armoundian, D. Warren, Kamau, Schroell, Heffley, LaForest, M. Warren, Roberts, Shakir. No – Directors Lederer, Robinson. Absent - Directors Durlin, Walker, Rodriguez, Montes, Allen. Excused – Director Pierce.

 

Motion 6 - Report from Executive Search Committee - candidates/process for Acting Executive Director.

Moved that the PNB authorizes ESC to invite recommended candidates to PNB executive session on Friday (starting at 2pm for 30 minutes for ESC and 15 minutes for remaining PNB) for interviews; final selection vote on candidates no later than Sunday morning, June 19th, in Executive Session;
That the ESC working group develops questions by Friday;
That Staff ESC members welcome to interviews (GM’s Duane Bradley and Ron Pinchback);
And that Pacifica pay for flight & lodging if necessary (of candidates).
Motion passed without objection.

 

Motion 7 - Motion to table all pending questions. Motion passed 11-2. Yes – Directors Saba, Randhawa, Adelson, Armoundian, D. Warren, Kamau, LaForest, Lederer, Robinson, Roberts, Shakir. No – Directors Schroell, Heffley. Abstained – Director Williams. Absent - Directors Durlin, Walker, Rodriguez, Montes, Allen, M. Warren. Excused – Director Pierce.

 

Motion to adjourn. Meeting ended at 7:52 p.m.

 

Actions:
1. Director Schroell volunteered to keep time.
2. For the Record, Director Heffley opposes these proceeding being in executive session.

 

Respectively Submitted by _______________________________, Secretary of the PNB

• The secretary called the roll; all members of the PNB are present.
• Director Randhawa volunteered to take the stack.
• The vice-chair is the timekeeper.
• Discussion started on approving the agenda.
• Motion 1 to amend agenda made by Director Adelson.
• Motion 2 to table discussion of agenda made by Director Walker.
• Motion 3 on time of public comment on Sunday made by Director Schroell.

 

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Motion 1: Approval of Agenda

Director Adelson moved to add ADA compliance issues to executive session, to add one hour from 1:00 p.m. to 2 p.m. in public session for consideration of any motions that require voting in public session.

Seconded by Director Randhawa.

Several amendments to Motion 1 by various directors (don’t know who made what motion). In summary, the amendments were:

• Change executive session from Sunday to Saturday from 4:30 – 6 :00 p.m. for document inspection issue update and lawsuit emanating from KPFA
• Add development & fund-raising to CFO Report time slot
• Add FSRN to Archive Report & Affiliates Report
• Approve Executive Session minutes during Executive session
• Add a report from the election committee to committee reports
• Add 1 hour from 1-2 p.m. Sun for public session for consideration of any motions that require voting in public session
• Approve minutes on Saturday
• Add 1 hour from 2-3 p.m. Sun for public comment

Director Walker moved to table.

 

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Motion 2:

Director Walker moved to table motion 1 to after public comment.

Motion 2 passed without objection.

7:50 - Public Comment

 

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Motion 3:

Director Schroell moved to hold public comment from 2-3 p.m. on Sunday.

Seconded by Director Durlin.

Amended by Director Walker to do no business after 2 p.m. Sunday.

Director Walker withdraws amendment.

 

9:00 p.m. Meeting adjourned.

 

Respectively Submitted by _______________________________, Secretary of the PNB

The Governance Committee Report was presented by Director Adelson verbally and in writing. A copy of the report was submitted for the record and is included in the official file. Motion 1 was made and passed without objection.

The Coordinating Committee Report was presented by Director Rodriguez verbally and in writing. A copy of the report was submitted for the record and is included in the official file. Motion 2 was made and passed without objection.

The Secretary asked that all minutes be sent to her at XXX.

The Programming Committee Report was presented by Director Robinson verbally and in writing. A copy of the report was submitted for the record and is included in the official file.

The Audit Committee Report was presented by Director D. Warren verbally and in writing. A copy of the report was submitted for the record and is included in the official file. Director Joe Montes was elected as the KPFT director to the audit committee. Director Lederer will submit the names of the two delegates from WBAI to the audit committee chair.

The Committee of Inclusion Report was presented by Director LaForest. Director LaForest will send an electronically submitted copy of the report to the secretary.

End of Committee Reports

 

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Public Comment

Note to file: Per the Chair – “We’ve never included public comment in the minutes. If approved by the board, we can include as footnotes at end if comments are written or separate as information for the board only.”

End of Public Comment

Resumption of Committee Reports:

The Finance Committee Report was presented by Chair pro-tem and Director Adelson verbally. A copy of the report is included in the board packet and therefore included in the official file.

The Election Committee Report was presented by its chair, Director Williams verbally and in writing. A copy of the report was submitted for the record and is included in the official file.

Director Lederer asked the secretary to read the statement sent to the PNB on June 16, 2005 at 10:19 p.m. for the Executive Search Committee Report. The statement was read as follows:

“The PNB directs the Foundation Secretary to publicly circulate the text of the PNB's motions of 6/13/05 indicating that the PNB has accepted Dan Coughlin's resignation effective COB 6/15/05, that the Chair of the PNB has been assigned the authority resident with the ED until the PNB rules otherwise, and that the PNB will be interviewing candidates for interim Executive Director at this weekend's PNB meeting in Berkeley."

The Personnel Committee did not submit a report, and its chair, Director D. Warren announced her resignation as soon as another director could be elected to the committee.

End of Committee Reports

 

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CFO Report

The CFO Report was presented by CFO Lonnie Hicks. The report is in the board packet and therefore submitted to the file.

Directors’ Questions and CFO Answers on the CFO Report.

1. From Director D. Warren, “Who paid for the NY PNB and how much did it cost?” Answer: Central services & WBAI paid; the amount was $54K.
2. From Director Williams, recommended using grad students to do audit work.
3. From Director Adelson, “When do we get the interdivisional report?” Answer: 2 weeks.
4. From Director Heffley, comment on lack of fundraising at WBAI.
5. From Director Williams, “How can directors help?” Answer: Broaden fundraising.
6. Comments from directors on development.
7. Director Shakir suggested putting fundraising and development on the agenda.
8. Director Lederer suggested hiring a development director at National and at each station. Commented there’s n o director at WBAI.
9. Director Durlin – at KGNU raised massive amount of money through a capital campaign.
10. Director Pierce – is there a strategic plan for fundraising?

 

GM Reports

KPFA
See GM report in board packet
Comments:
· Comcast topped providing cable service to KPFA customers in outlying areas
· One last payment on KPFA Bldg.
· 64% of revenue spent for salaries. 42 FTE’s at KPFA
· $500K short.

KPFK
See GM report in board packet
Comments:
GM will write a report on success of fund drive.

WPFW
See GM report in board packet
Comments:
· Met Fund Drive
· Adding permanent news director

KPFT
See GM report in board packet

WBAI
See GM report in board packet

Archives
See GM report in board packet

Affiliates
Comments:
· 81 stations +
· Pacifica Affiliates Website
· Pacificanewtwork.org
· Affiliates contract ends September 30, 2005

FSRN
Report submitted during meeting and is included in the official file.
Director Rodriguez moved to create a negotiating team to address the FSRN/PRAC contract. (Motion 8).

Motion to adjourn. Meeting ended at 7:52 p.m.

 

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Motion 1: Report from the Governance Committee.

Director Adelson moved that the PNB extend the deadline to July 15th for submission of the Governance committee preliminary report to the PNB by the five LSB ad-=hoc bylaws committees.

No need for a second – committee report.

Motion passed without objection.

 

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Motion 2: Report from Coordinating Committee.

Director Rodriguez moved to add an addendum to the existing policy on contracts as follows: That during the transition period, the coordinating Committee be given authority to request PNB review prior to execution of particular major contract (e.g., amounts greater than $10K) if it feels that review is desirable or necessary.

No need for a second – committee report.

Motion passed without objection.

 

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Motion 3 – Regarding Coordinating Committee Report.

Director Lederer moved that “Resolved, that the Coordinating Committee develop a recommended policy governing hiring and firing of employees in major positions by the Acting Executive Director.”

Motion was seconded by Director Adelson.

The motion was tabled because time expired on the coordinating committee report.

 

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Motion 4:

Director Rodriguez moved that the IED convene the administrative council to meet with the programming committee on major programming issues.

Seconded by Director M. Warren.

Motion passed without objection.

 

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Motion 5:

Director LaForest moved that need motion by Ray.

Seconded by Director Adelson.

Motion passed without objection.

 

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Motion 6:

Director Adelson moved that financial analysis be provided with passed motions.

No second necessary – committee report.

CFO Lonnie Hicks commented that this motion already passed in Sept. ’04.

Motion passed without objection.

 

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Motion 7:

Director Williams moved that the current special elections review committee be designated as a committee, the elections committee of the PNB, effective immediately.

No second necessary – committee report.

Amended by Director Williams to add “no fiscal impact in the short term, positive reduction in election costs in the long term.

Reconstituted Motion reads “the current special elections review committee be designated as a committee, the elections committee of the PNB, effective immediately with no fiscal impact in the short term, positive reduction in election costs in the long term.

Motion passed without objection.

 

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Motion 8:

Director Walker moved that “a report from each development director from each unit be submitted to the national board by August.
Further resolved that all development department heads be invited to the September quarterly meeting.

Further resolved that an ad-hoc committee be convened to explore reducing the costs of each quarterly meeting, including, but not limited to the videoconferencing, teleconferencing and other means.

· Seconded by Director Roberts
· Objected to by Director Schroell
· Amended by Director Randhawa
· The PNB directs the acting ED to produce a development report for each unit (7) to the PNB by August 31, 2005.

Part 1 as amended passed on a hand vote 17 yes – 1 no.

Parts 2 and 3 were tabled to the next meeting. Therefore the amended motion passed reads: that “the PNB directs the acting ED to produce a development report for each unit (7) to the PNB by August 31, 2005”.

 

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Motion 9:

Director Rodriguez moved to form a special committee to negotiate the contract with FSRN – AKA PRAC. Director Warren objected. Motion to table loses 5 Y – 9 N votes.

Need original motion from Julie

Seconded by director Saba.

Amended by Director Williams.

Seconded by Director Heffly.

Substituted by Director Walker. Director Walker moved that “the negotiators assess the new proposal from PRAC and make preliminary findings no later than July 15, 2005.

Further resolved, the negotiators come forward with an agreement with PRAC regarding the merger of FSRN and Pacifica Foundation no later than August 15.

Further resolved that the negotiators work with PRAC and the National Finance committee to implement a contingency plan that ensures PRAC employees work under fair labor conditions.

Amended by Director Williams to read “that the final contract be reviewed by Pacifica attorneys before being approved by the board”.

Amended by Director Armoundian to add “Director Pierce to the negotiating team”.

Motion passed on a hand vote 11 yes – 3 no.

Respectively Submitted by _______________________________, Secretary of the PNB

 

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Motion 6:

Director Durlin moved that the IED arrange to conduct a cost analysis and timeline to do ADA compliance audits at all of Pacifica’s facilities, to be completed by September PNB meeting.

Seconded by Director Randhawa.

Motion passed without objection.

 

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Motion 7:

Director Schroell moved to open nominations for the 3rd member of the FSRN Team.

No need for a second.

Motion passed without objection.

Director Pierce was nominated and elected to be the 3rd member of the FSRN Team.

 

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Following are the complete minutes for June 19, 2005. Please review the minutes and make corrections as needed.

Executive Session was called to order at 8:38 a.m. to interview the executive research firms. 17 directors were present. Directors Williams, Walker, Laforest, Robinson, and Shakir joined the meeting later. Quorum was met.

 

Regular Session

Director Durlin made a motion for ADA compliance.

Director Schroell was elected to the ESC without objection.

Director Allen was elected to the Finance, Archives, and Affiliates Committees without objection.

 

Public Comment

Meeting to adjourn was made by Director Roberts and seconded by the Secretary at 3 p.m.

 

Respectively Submitted by _______________________________, Secretary of the PNB

5:20 Approval of Agenda - 5 min.

Additions –

• Director Allen added to the agenda the election of director from KPFT to the governance committee and an update on the PNB.
• Under “ESC” segment, discussion to add Archives Director Brian DeShazor to the ESC.
• Under Executive Session part of the meeting, discussion of the KPFA lawsuit and pertinent issues.

Approval of agenda was moved by Director Saba and seconded by Director/IED Lane.

 

5:26 Approval of Minutes - 5 min.

Motion 1 - Moved to approve minutes by Director Roberts, seconded by Director/IED Lane.

Objection made by Director Adelson.

Motion 1 Substitute - Director Adelson moved to table minutes to the September meeting, seconded by Director/IED Lane. The body decided to impose the following deadlines - directors will review minutes and send their changes to the secretary by September 6th. Secretary will correct the minutes and send the corrected copies out by September 8th in time for minutes to be included in the board packets for the Houston PNB in September.

Motion 1 Substitute passed without objection.

 

5:36 ESC Report –20 mins. Update on search for new executive director presented by Director Roberts.

Stack – Allen, Roberts, Adelson, Robinson, Randhawa, Durlin, Lederer, Heffley

Time expired – moved and seconded to extend time.

6:07 Time expired – moved and seconded to extend for 5 minutes.

Motion 2. Director Durlin moved that ESC include Brian DeShazer from the Archives into ESC Committee as a non-voting member. Seconded. Motion 2 was passed without objection. Director Roberts will notify Archives Director DeShazer.

 

6:12 NFC Report and Motion - 20 min. presented by Director Adelson.

Director Adelson made the following motion. No second required because the motion was from a committee.

Motion 4 - “Once a station LSB has approved a budget, the budget may not be altered by foundation management or staff prior to presentation of the LSB approved budget to the PNB for adoption. Foundation staff or management, or the National Finance Committee, may make recommendations regarding the budget to the PNB prior to adoption, but these must be presented in a document separate from the LSB approved budget. Once the PNB has approved a budget, the budget may not be altered by foundation management or staff without PNB approval.”

CFO Hicks gave an update to the budget process. No approved budget from KPFA or KPFK; deadline was last Friday. Received approved budget from KPFT and WPFW. Have incomplete but approved budget from WBAI. Need completed budgets by this Wednesday or deadline will not be met.

Director Adelson responded.

Stack - Roberts, Randhawa, LaForest, Williams.

Time expired. Saba moved, LaForest seconded to extend 15 minutes to 6:47

Motion 3 - Roll call vote. Time extended.

Madame Chair put a 2 minute time limit on each speaker.

Stack – Roberts, Randhawa, LaForest, Adelson, Williams. Time expired. Question called by Adelson and seconded by Saba. Withdrawn by Adelson since motion was not necessary due to time expired.

Randhawa moved to extend by 10 minutes, seconded by Saba.

Stack – Lane, Heffley, Schroell, Robinson, Hicks.

Time expired at 6:59. Time was extended 5 mins. To 7:04.

Stack – Adelson, Roberts.

Time expired at 7:04. Secretary read Motion 4 so roll call was held.

Motion failed 10 no votes, 8 yes votes, 2 abstained. Director Durlin did not vote. The chair was not required to vote. See attached Excel Spreadsheet for detail of vote.

 

7:08 ED Update - 25 min. Presented by Ambrose Lane

- Financial Update
- Pacifica Headlines
- FSRN Negotiation
- RFPI Negotiation
- Pacifica Attorney
- FCC
- Low Power FM regulations

Stack – Pierce, Randhawa, Robinson, Saba, Schroell

Per IED Lane, HR Director Yolanda Thomas was hired and is now in place at National.

Estimated expired time: 7:33 (included in item above) - Low Power FM regulations presented by Director Allen & Affiliates Coordinator Ursula Ruedenberg.

Time expired at 7:33, moved to extend to 7:45 without objection.

Stack - Saba, Pierce, Randhawa, Armoudian, Allen.

Time expired and was extended two minutes.

Stack - Schroell.

Motion 5 - Director Allen moved that the PNB endorse the reply comment of the Pacifica Foundation to the FCC ‘In the Matter of Creation of a Low Power Radio Service’, MM Docket No. 99-25”. Motion 5 passed without objection.

Motion 6 – Moved that Director Allen be elected to the governance committee as the representative from KPFT. Accepted without objection.

Motion 7 – the chair presented a motion from the Coordinating Committee to convene PNB at 9 a.m. on Friday, September 23rd.

Stack – Schroell, Saba, Lederer, Armoudian, D. Warren, Schroell

Roll call vote was called. Motion passed 10 yes votes, 3 no votes, 5 abstained. Directors Walker, Randhawa, and Roberts did not vote. The chair was not required to vote. See attached Excel Spreadsheet for detail of vote.

Motion 8 – Motion from the Executive Search Committee by Directors Saba and Lederer, opposed by Directors Roberts and Armoudian. Director Schroell was undecided.

Motion 8 - Director Lederer moved “That a public forum be held during the Sept. 23-25 PNB meeting at which the two finalists for Executive Director can answer questions from the public”.

Stack – Roberts, LaForest, Schroell.

Roll call vote called.

Motion 8 failed 10 No – 4 Yes. 4 abstained, 3 no vote (Directors Walker, Randhawa, and Shakir did not vote). The chair was not required to vote. See attached Excel Spreadsheet for detail of vote.

Meeting Adjourned to Executive session at 8:25 p.m.

 

Respectively Submitted by _______________________________, Secretary of the PNB

Issue One: Madam Chair asked the CFO to present the resolution –

The CFO stated “The Bank of New York requires a corporate resolution to assign signatory responsibility for WBAI”.

CFO restated resolution: “Resolve that the PNB approve the corporate resolution for station WBAI required by the Bank of NY”.

Motion #1 presented by Director Adelson. Moved: That the Pacifica National Board approves the Corporate Resolution Authorizing Banking Accounts, Loans, and Related Matters on behalf of WBAI for the Bank of New York authorizing Indrawati Hardat, Lonnie Hicks, and Jose Santiago as signatories. Motion seconded by Director D. Warren.

The question was called by Director Saba.

Motion passed 14 yes, 0 no, 3 abstained, 4 directors did not vote. Chair did not vote. Detail of director vote is shown in Excel spreadsheet attached to this report.

 

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Motion # 2 – Rescheduling the Houston PNB.

Director Randhawa moved to reschedule the PNB Houston meeting to the week-end of October 28th - 30th.

Director Saba made a substitute Motion to reschedule meeting to week-end of October 14th.

Motion 2 to end debate (ED) on all pending questions including “substitute motion to reschedule meeting to week-end of October 14th “passed by a vote of 8 (yes), 3 (no), 5 (abstained), 5 (no votes), chair did not vote.

Motion 2 on substitute motion to reschedule meeting to week-end of October 14th passed 9 (Yes), 7 (No), 0 (abstained), 5 (no votes), chair did not vote. Detail of director vote is shown in Excel spreadsheet attached to this report.

Director Roberts moved to open the discussion to reconsider the just passed substitute motion to reschedule the meeting to the week-end of October 14th.

Director Allen – Point of Order. Can we take only 3 for and 3 against?

Motion by Director Adelson. Moved that we proceed with a way for every member of the board to vote on the hiring of the new executive director. Motion died for lack of second.

Director Randhawa – point of order – Robert Rules only requires a majority vote to reconsider a motion.

Move to close debate on reconsideration of just passed substitute motion to reschedule meeting to week-end of October 14th–passed 9 (yes), 4 (no), 1 (abstained), 7 (no votes), chair did not vote. Detail of director vote is shown in Excel spreadsheet attached to this report.

Motion to reschedule meeting to week-end of October 14th– Y (7), N (7). Vote is tied. Chair did not vote; therefore motion fails. Detail of director vote is shown in Excel spreadsheet attached to this report.

Director Roberts moved to entertain the original motion to move the Houston PNB Meeting during the week-end of October 28th. Motion to close debate is tied 7(yes), 7 (no). Motion fails – needs 2/3 vote to close debate. Detail of director vote is shown in Excel spreadsheet attached to this report.

For The Record - The following comment made by Director M. Warren was asked to be placed into the record by Director Heffley. "Patty, you have consumed the time as substantially as you would a huge hoagie".

Director Roberts called for a vote to move the Houston PNB Meeting to the week-end of October 28th. Motion passed with 8(yes), 3 (no), 0 (abstained), 10 (no vote). Chair did not vote. Detail of director vote is shown in Excel spreadsheet attached to this report.

For The Record - Director Allen gave notice that she will bring a motion at the next regular PNB meeting to rescind the bylaws convention resolution passed in October of 2004, and that this notice is requested to be put into the record.

Meeting ended at 8:13 p.m. PST

 

Respectively submitted by ___________________________Secretary to the PNB

Motion 1: Approval of Agenda was made by Director Heffley, and seconded by Director Randhawa to approve the agenda as revised was passed without objection. The revised agenda is as follows:

PNB October Board Meeting
October 28-30, 2005
Houston, TX

 

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AGENDA

Friday – October 28, 2005

Executive Session

11:00am – 11:45am Review Interview Process

11:45am – 12:00pm Lunch Buffet

12:00pm – 4:30pm Interview 4 Executive Director Candidates

4:30pm – 6:00pm PNB Deliberation – Selection of 2 Finalists

5:00pm – 5:30pm Dinner Break

6:00pm Move to HMS Facility

Public Session

6:30pm – 7:00pm Public Comment

7:00pm – 7:10pm Approval of Agenda

7:10pm – 7:20pm Update on ED Selection Process

7:20pm – 7:30pm Approval of Pending Board Minutes

7:30pm – 8:00pm Update on National Spanish Language News Program and
Race and Diversity Training

8:00pm – 8:30pm Public Comment

 

Saturday – October 29, 2005

8:30 – 11:30am FY 06 Budget / CFO Report / National Finance Committee
Report(s) / Budget Discussion and Approval

11:30 – 11:50am By-Laws Amendment – Election Timeline

11:50 – 12:00pm Election of Members to Committees

12:10 – 1:00pm Lunch

1:00 – 1:30pm Public Comment

1:30 – 3:30pm Committee Reports (15 minutes each)
Governance Committee
Programming Committee
Audit Committee (moved to Executive Session)
Election Review Committee
Director Inspection Report

3:30 – 4:30pm Interim Executive Director Report (moved to Executive Session)

4:30 – 5:45pm GM Reports (15 minutes each)
Houston – KPFT
Berkeley – KPFA
Los Angeles – KPFK
New York – WBAI
Washington, DC – KPFW

5:45 – 6:00pm Archives Director Report

6:00 – 6:15pm Affiliates Director Report

6:15 – 6:30pm Affiliates Program

6:30pm Meeting Adjourned

 

Sunday – October 30, 2005

Executive Session

9:00 – 11:00am Candidate Interviews (2 Finalists)

11:00 – 12:00pm Brunch
PNB Deliberation

12:00 – 1:00pm KPFT Lawsuit
KPFA Lawsuit
KPFA Staff/Management Relations
Audit Issues

Public Session

1:00 –1:30pm Public Comment

1:30pm Meeting Adjourned

 

A point of order was made by Director D. Warren asking the chair to clarify whether WPFW Director Ambrose Lane who is also the Interim Executive Director, will vote as a member of the PNB.

The chair rules that Director/IED Lane will vote as a member except in areas of conflict.

The ruling of the chair was appealed by Director Heffley stating a continuing breach. A vote was held resulting in a vote of 13 to uphold the ruling of the chair, 2 to not uphold the ruling of the chair. Therefore, the chair’s ruling stands and Director/IED Lane will vote as a member except in areas of conflict.

 

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Motion 2 – Approval of Pending Minutes

Motion 2 to approve all pending minutes was made by Director Saba, and seconded by Director Randhawa. An amendment was made by Director Adelson and seconded by Director Saba to amend the minutes of April 2nd.

Motion 2 as amended passed without objection.

The PNB approved the following minutes:

Minutes of the PNB
Executive Session
Date	Type	Date of Approval	Note Taker
April 3, 2005 May 31, 2005 May 31, 2005 June 13, 2005 June 17, 2005 June 18, 2005 June 19, 2005 June 27, 2005 July 25, 2005 August 29, 2005	Executive Session ES - Appendix 1 Executive Session Executive Session Executive Session Executive Session Executive Session Executive Session Executive Session Executive Session	10/28/2005 10/28/2005 10/28/2005 10/28/2005 7/25/2005 7/25/2005 7/25/2005 10/28/2005 10/28/2005 10/28/2005	Mike Martin Donna J. Warren Donna J. Warren Donna J. Warren Donna J. Warren Donna J. Warren Donna J. Warren Donna J. Warren Donna J. Warren Donna J. Warren
Open Session
January 14, 2005 January 15, 2005 January 16, 2005 April 1, 2005 April 2, 2005 April 3, 2005 April 25, 2005 June 13, 2005 June 17, 2005 June 18, 2005 June 19, 2005 August 29, 2005	Open Open Open Open Open Open Open Open Open Open Open Open	10/28/2005 10/28/2005 10/28/2005 10/28/2005 10/28/2005 10/28/2005 10/28/2005 10/28/2005 10/28/2005 10/28/2005 10/28/2005 10/28/2005	audio streamed audio streamed audio streamed Rob Robinson Mike Martin Mike Martin Lailoni Duarte Donna J. Warren Donna J. Warren Donna J. Warren Donna J. Warren Donna J. Warren

 

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Motion 3 – NFC Funding for National Spanish Language Programming

Motion 3 to fund the National Spanish Language Programming by NFC Funds plus to hire one coordinator, was made by Director Laforest, and seconded by Director Lane.

The Motion was amended by Director Williams and seconded by Director Heffley to “move to table the Spanish Language budgeting and planning for implementation until Saturday, October 29, 2005 to budget discussion.

Amendment passed without objection and the Laforest motion was tabled to Saturday, October 29, 2005.

 

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Motion 4 – Election of Members to Committees

A Motion was made without objection to elect members to committees. The results of the vote are as follows:

Total Votes Committee Member Elected
17 Programming Teresa Allen
15 Governance Deb Shafto
14 COI (Committee of Inclusion) Deb Shafto
15 Audit Michael Warren
16 Audit Deb Shafto
14 Election Julie Rodriguez
1 Programming Deb Shafto

Director Lane will come back to the audit committee after he finishes his term as IED.

 

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Motion 5 – Move Friedland discussion to Executive Session

Director Allen moved that the Friedland discussion should be moved to Executive Session.

Motion failed by a vote of 5 Yes, 7 No.

 

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Motion 6 – Consider the suspension of Ken Friedland

Director Schroell moved “that the PNB reverse the suspension of KPFT LSB member Ken Freeland by the LSB due to breech of process. The suspension was not properly noticed and due process denied”.

Director M. Warren amended with a second by Director Laforest to refer the Freeland suspension to the governance committee. The M. Warren amendment was passed without objection and the Friedland (Freeland) suspension was referred to the governance committee.

Motion to adjourn. Meeting ended at 9:15 p.m.

Respectively Submitted by ____________________, Secretary of the PNB

 

Motion 1 – Clarification of What Constitutes an “elected or appointed public office” in the Pacifica bylaws

Motion 1 was made by Director Schroell. Seconded. “I move that the PNB take up the issue of what constitutes an ‘elected or appointed public office’ in the Pacifica bylaws Article 4, Section 2a, as it pertains to eligibility to serve on the PNB.”

Motion 1 Substitute made by Director Shafto. “I move that the ruling of the election supervisor be upheld for this case and that the matter be referred to the Governance Committee for clarification of language”. Motion passed to refer to the governance committee, 15 Yes, 0 No.

For the Record – per Ted Weisgall, there is no need to record the name of the second.

Substitute motion by Director Shafto to uphold the ruling of supervisors. Substitute motion fails 6 yes, 7 no.

 

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Motion 2 – Creation of a consent calendar

Director Adelson moved to create a consent calendar to approve the budgets as shown in the attachment of the NFC Report for FY 2006 Budget Recommendation, of the 5 sister stations. Motion passed without objection.

 

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Motion 3 – to adopt the KPFA Budget

Director Randhawa moved to adopt the KPFA Budget as approved by the KPFA LSB.

Motion passed with a hand vote of 13 Yes, 4 No.

 

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Motion 4 – to approve the KPFK Budget

Director Adelson moved to approve the KPFK Budget as shown in attachment A, Page 2 of the NFC Report for FY 2006 Budget Recommendations. Motion passed by unanimous vote.

 

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Motion 5 – to approve the WBAI Budget

Chair Rodriguez moved to approve the WBAI Budget as shown in attachment A, item #5 of the NFC Report for FY 2006 Budget Recommendations. Motion passed 14 Yes, 0 No, 4 Abstained.

Amendment to substitute “department” for “development” in item #5 of the NFC Report for FY 2006 Budget Recommendations. Amendment passed with a hand vote of 13 Yes, 0 No, 4 Abstained.

 

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Motion 6 – to adopt the National Office Budget

Chair Rodriguez moved to adopt the National Office Budget. Motion passed 13 Yes, 2 No, 1 Abstained.

Amendment 1 by Director Allen. Moved that the Executive Director look at the feasibility of creating budgeting by department to reflect expenditures for each major national office project areas by the January 2006 PNB meeting. Amendment passed without objection.

Amendment 2 by Director Adelson. Moved to make the approval of the FY 2006 budget retroactive to October 1, 2005. Amendment passed without objection.

 

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Motion 7 – Voluntary On-air appeals

Director Williams made the following motion.

“Whereas, the Pacifica Foundation is one of the last bastions of free speech and that the first purpose of the Pacifica Foundation as stated in the bylaws is as follows:

‘To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of the Foundation.’

We resolve that all on air appeals to the community and listeners for funds by individuals or groups shall be voluntary and/or part of normal Pacifica job responsibilities whether paid or unpaid staff, volunteers, or board members The Pacifica Foundation shall practice what is written in the bylaws and shall not allow members to benefit or inure from earnings of the Foundation and that the practice of “paying to pitch” or exchanging cash or other assets that may include airtime, premiums, or equipment is a violation of the bylaws of the Foundation, at the discretion of management, management team.

Motion failed 7 Yes, 9 No, 0 Abstained.

Amendment to move the motion to the governance committee. Amendment passed without objection.

 

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Motion 8 – Move of race & nationality discussion to next teleconference.

Chair Rodriguez moved to “move” the race & nationality discussion to the next teleconference of the PNB. Motion passed 8 Yes, 1 No. 4 abstained.

 

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Motion 9 passed that “Public Comment to be placed into the official record”.

• Yolanda Garza Birdwell – resignation from the Houston LSB and all committees. Statement is entered into the record below.
• Ted Weisgall – attached as appendix 1 to October 29, 2005 minutes.
• Scotty – no statement is entered.
• Jane Jackson - Americans with Disabilities Act (ADA) Compliance. Statement is entered into the record below.
• Ken Freeland - Statement is entered into the record below.

 

Public Comment made by Yolanda Garza Birdwell.

October 29, 2005

Hello, my name is Sallie and I am here to read a statement from Yolanda Garza Birdwell w ho has a sore throat and asked me to deliver this message to you.

“Effective immediately, I submit my resignation as a member of the LSB Houston and the committees I served. I want my name removed from any association with this present board.

I am joining Anna Nunez, Dr. Bob Buzanco and many others who have left Pacifica and do not want to look back because they realized as I have now, that Pacifica is for the special interest of the liberal and gate keepers to maintain the power and liberal agendas.

Dr. Gutierrez stated and he is so right, “those in power are going to fight to keep the power and the privileges they have enjoyed.” He is right.

The obstruction of the by-laws, racism and requesting funds without delivering what Pacifica promised is NOT ONLY illegal, but is also immoral and I do not want to be part of these deceptive practices.

I am the only Latina representative on the board and since my voice has been ignored, I feel that I was deceived on what Pacifica states it is and is not … I submit a bill to you for 1,000 dollars each month I served the LSB and in return for which services were not rendered to the community.

Signed – YG Birdwell

 

Public Comment made by Ken Freeland, KPFT listener/donor.

During last night's session, in her attempt to rebut Wendy Schroell's report that the issue of my illegal suspension was, predictably, tearing apart our local Board, Teresa Allen rejoined: “It's not tearing apart the Board, it's tearing apart the minority on the Board.” I find it very telling that none of you found this candid admission of hers worthy of critical comment. In it, anyone with ears to hear could discern the haughty voice of the tyranny of the majority, that self-absorbed, solipsistic attitude that only Board majority members are worthy of consideration and count as “the Board,” and an intelligent listener would assume that the avowed purpose of my illegal suspension had been precisely the intimidation the voices of the dissenting minority. Such tactics are not novel. After all, the United States has essentially been using the same approach for decades in perpetrating criminal wars against “minority” dissenting nations from Panama to Yugoslavia to Iraq, thereby warning the rest of the noncompliant world that what the US and her allies says goes, and they had better get with the program.

I was elected as a KPFT listener delegate in the first round of voting. Since ascending to the Board I have served with distinction on five local committees and one national committee, chairing a subcommittee of the latter and a committee of the former. My behavior on the Local Station Board has not only been blameless, it has been exemplary. Despite this, I have been “suspended” without cause from my fiduciary responsibilities, by a Board majority consisting of quite a number of individuals who barely show up for the minimum number of LSB meetings, much less serve on even a single committee. I have been demonized repeatedly by the running dogs of this Board majority, who find my presence inconvenient to their nefarious purposes. Yet none of this concerns you enough to use the antidote to such illicit behavior provided the National Board by our bylaws, the power to override any LSB decision at odds with the mission of our Foundation. Instead, after treating my several appeals over the course of the past two months with a deafening silence, you have sent the matter to the one committee that has demonstrated an incapacity to deal with this question when it was previously tasked with it, and not to put too fine a point on it, you first added to that committee Deb Shafto, my legal challenge of whose election to this Board you have not so much as acknowledged, and who, like Teresa Allen, is among the chief perpetrators of this local injustice against me.

In the Peace Movement, we often say that silence is the voice of complicity. Through the National Board's intransigence on this question, the dysfunctionality of the KPFT LSB has now been carved in stone, and the illicit weapon of internal suspension of one’s political opponents without cause has been handed to every LSB majority unprincipled enough to wield it. You have demonstrated to those of us who trusted in you to intervene in this travesty while your action could still make a difference that our trust was misplaced, and that the corruption so evident on the KPFT LSB is system-wide – indeed, why shouldn't it be? Some of the same perpetrators of this vile and plainly illicit KPFT LSB action also sit on this National Board.

The result I predict is that the composition of the KPFT LSB will become even more white and even more middle class than it already is (if that can be imagined), and diversity of voices will be lost altogether. The network with the vaunted tradition of defending free speech has now, through your refusal to intervene in a timely way, become the very stamp of censorship, and the bold project of democratic governance must now be recognized to have failed. As a few of you know, I have invested a lot of time and effort in that project, but I do not shrink from the obvious conclusions: the PNB, the Archimedean point on which the assurance of legal process rests, has now sounded the death knell of Pacifica as an alternative institution and will continue to alienate its most progressive members, just as Duane Bradley's stripping of prime time alternative world news and affairs programming from KPFT's broadcasting schedule advertised to the community the loss of our station as a beacon of alternative world news and information, leading to the ongoing hemorrhaging of our progressive listener base. Pacifica is racing headlong towards irrelevancy, and shooting every honest messenger that it meets along the way. Because of your unresponsiveness on the issue of my illegal suspension from the KPFT LSB, I feel abandoned and betrayed. Silence is the voice of complicity.

I request that a copy of these comments and of my previous correspondence with you be entered into the official record of this meeting.

 

Public Comment made by Jane Jackson, KPFA listener/donor.

“I support the remarks made by Scotty McClymans, KPFT Programmer regarding Americans with Disabilities Act compliance at the 7 facilities, all out of compliance and the need for plans to comply. My concerns as a wheelchair user include facilities access and legal compliance. They also more importantly must also include the ongoing, on-air discrimination in the form of announcing events that DO discriminate by saying that an event is wheelchair accessible when in fact they are not. We are a people’s radio station, our most important responsibility is to our listener subscribers. We enforce the FCC “dirty words” rule, why not the same importance given to the on-air discrimination against those with disabilities without regard to any other criteria. Nobody is immune from disability and we want to not have to go beyond the PNB to the CPB and the FCC who are also in violation of my civil rights by even offering money to Pacifica.”

 

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Motion 7 moved by Director Williams was taken up again (after lunch).

“Whereas the Pacifica Foundation is one of the blast bastions of free speech and that the first purpose of the Pacifica Foundation as stated in the bylaws is as follows:

To establish a Foundation organized and operated exclusively for educational purposed no part of the net earnings of which inures to the benefit of any member of the Foundation.

We resolve that all on air appeals to the community and listeners for funds by individuals or groups shall be voluntary and/or part of normal Pacifica job responsibility whether paid or unpaid staff, volunteers, or board members. The Pacifica foundation shall practice what is written in the bylaws and shall not allow members to benefit or inure from earnings of the Foundation and that the practice of “paying to Pitch” or exchanging cash or other assets that may include airtime, premiums, or equipment is a violation of the bylaws of the Foundation., at the discretion of management, management team.”

Motion 7 fails, 7 yes, 9 no. Amendment made to move motion to governance committee. Motion passes without objection.

 

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Motion 10 – Amendment of Bylaws

Motion 10 was made by Director Robinson, on behalf of himself and nine other directors, also recommended by the PNB Governance Committee.

Resolved that the bylaws be amended as follows:

Article Four Delegates Section 5. Election Time Frame. In a Delegate election year, the nominations for vacating seats shall open on July 25th and remain open for thirty one (31) days, closing on AUGUST 25th. The national and local election supervisors shall thereafter prepare the written ballots for each radio station, listing all of the candidates and setting forth all other information required by these Bylaws. Ballots shall be mailed, or otherwise made available, to the Members on SEPTEMBER 30 (or the following business day if SEPTEMBER 30 is a mail holiday). To be counted a ballot must be received on or before November 15th (the "Election Close Date"). All ballots shall be held sealed until the Election Close Date. If the required quorum of ballots is not received by the Elections Close Date, then the Elections Close Date shall be extended by two additional weeks. The national and local elections supervisors shall have up to 15 days after the Election Close Date to count the ballots and to certify the results to the LSB’s, the Board, and the Members, which results must be reported by December 1st or, if the Election Close Date was extended, by December 15th, and shall be posted on the Foundation's and the radio stations' websites. If no quorum of ballots is obtained by the extended date, then those Delegates whose terms would have expired upon the election of new Delegates shall remain in office until the next regularly scheduled Delegate election. Member Record Date will be AUGUST 16.

Motion passed by hand vote 11 yes, 5 no, 1 abstained. Chair did not vote.

 

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Motion 11 – Delegate Nomination Packets

Motion 11 was made by Director Lederer with the clarification that it was intended as a policy to implement the proposed bylaws amendment. Seconded. “Resolved that the PNB adopt a policy requiring Delegate nomination packets to be made available to prospective candidates 30 days before the opening of nominations, and requiring that all stations, air announcements of the availability of such packets as soon as they are available.” Motion passed 11 yes, 3 no, 2 abstained, 5 no vote. Chair did not vote. Please see Excel spreadsheet for vote by director.

 

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Motion 12 – Vote of the delegates on bylaws amendments within the same calendar month

Motion 12 was made by Director Adelson. Seconded. “I move that the PNB interprets the language of the Bylaws Article 17 Section 1(B)(2)(i) calling for a vote of the delegates on bylaws amendments within the same calendar month of its approval by the PNB intends that the vote take place within a calendar month, i.e. a vote by the PNB on October 29 must be followed by a vote of the delegates by November 29.”

Motion passed 10 yes, 6 no, 0 abstained, 5 no vote. Chair did not vote. Please see Excel spreadsheet for vote by director.

 

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Motion 13 – “Bylaw Convention”

Motion 13 was made by Director Allen to discuss a bylaws convention. Seconded. Motion passed 14 yes, 1 no, 6 absent. Chair did not vote. Please see Excel spreadsheet for vote by director.

Committee Reports

· Governance committee – no written report.
· Audit Committee Report – moved to executive session. See Attachment 1

 

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Motion 14 – Request for Travel Funds

Motion 14 was made by Director D. Warren. Seconded. To authorize flight and travel for Donna Warren to go to Berkeley to review interdivisional transfers. Motion passed without objection.

 

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Committee Reports Continued

· Election Committee Report – See Attachment 2

Motion 15 was made by Director Heffley. Seconded. “Quarterly Report of the Elections Committee of the Pacifica Foundation National Board” From the report – “We are missing the requisite Director and one additional member from KPFK, and two members from WPFW. … We are asking the PNB to press WPFW and KPFK to elect members to this important committee, which has a good deal of work to do”.

“Resolved that the proposed Report to the PNB shall be approved as amended and distributed to the PNB at the public meeting in October.”

Part 1 “Financing the Elections”.

Report Section 7 “First-class mailing of ballots and survey mailed with ballots – September 18, 2005” was divided into 3 sub-motions.

Section 7, Sub-motion 1 – “Resolved that the PNB Elections Committee strongly recommends that in any election, ballots be mailed by first class mail with postage paid return envelopes” was amended to “In any Elections resolves” passed by a vote of 10 yes, 2 no, 4 abstained.

Section 7, Sub-motion 2 – “Further, it recommends that a request for members to use their own stamps and make a donation specifically to offset the cost of the election mailing be included with the ballots”. Sub-motion 2 – passes without objection.

Section 7, Sub-motion 3 – “Further, it recommends that a survey of listeners including demographics and listening preferences be devised, and the same survey for all station be included in the mailing with the ballots”. Sub-motion 3 – passed 13 yes, 1 n , 3 a.

Remainder of Election Committee Motions are sent to next teleconference meeting per Chair.

 

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Motion 16 – Advance agenda to Executive Director Report.

Motion 16. Moved and seconded to advance agenda to Executive Director Report. Vote was 10 yes, 6 no, 0 abstained. Change of agenda requires a 2/3 votes so the motion fails.

· Archives Report – Director Allen asks directors to read report.

 

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Motion 17 – Programming Committee Report read by Director Robinson. See Attachment 3.

Motion 17 was made by Director Adelson. Seconded. “I move that the PNB adopt the programming committee proposal in principle with the intention to implement this proposal by the January PNB meeting and requests all Pacifica stakeholders to direct their input to the PNB programming committee as soon as possible.”
Amendment by Director D. Warren to “including PD & GM who shall return comments within 30 days to Programming Chair Robinson”.

Motion passed by unanimous consent.

 

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Motion 18 – Move IED Report to Executive Session.

Motion 18 was made by Chair Rodriguez. Seconded. The chair moves that the IED Report be moved to Executive Session.

Motion amended by Director Lederer. The IED Report should be moved to 1:30 p.m. tomorrow.

Motion passes as amended by a vote of 13 yes, 0 no, 2 abstained.

 

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Motion 19 – Director Rights Report. See Attachment 4.

Motion 19 was made by Director Lederer. Seconded. “Moved to postpone to the next teleconference meeting the director rights report. Motion fails 7 yes, 9 no.

 

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Motion 20 – Postpone of Director Rights Report to Executive Session.

Motion 20 was made by Director Heffley. Seconded. “Move to postpone director rights report to executive session tomorrow”. Motion passed 16 yes, 0 no, 0 abstained.

 

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General Manager Reports – See board packets for October ’05 Houston PNB
See hard copies presented by GM’s from KPFT (Duane Bradley), KPFA (Roy Campanella), KPFK (Eva Georgia), WBAI (Indra Hardatt), and WPFW (Ron Pinchback).

Motion to Adjourn was passed without objection.

 

Respectively Submitted by ______________________, Secretary of the PNB

CFO Lonnie Hicks also joined the call.

Approval of Agenda

Motion was made by Director Lane to approve the agenda.

Director Saba added the calendar for next year’s minutes. The chair replied we should only set the January meeting and allow the other meetings to be set by the new board.

Director Shafto added a code of conduct to new business.

Director Allen asked to figure out a way to how to set the affiliate directors at the January meeting. No action was taken on Director Allen’s concern.

Director Heffley asked to extend the elections committee report to 35 minutes, and to extend the director inspector report to 30 minutes. No objection was made to Director Heffley amendments.

The agenda was approved without objection.

Motion 1: Elections Committee Motions – unpaid staff presented by Director Schroell.

RESOLVED:

A. That the General Managers of each Pacifica station shall maintain a roster, updated monthly and retained for 12 months, of the individuals who qualify as staff members under the bylaws criteria for stations with no Unpaid Staff organization or Unpaid Staff Collective Bargaining Unit. Authority over sections of this unpaid staff roster may be delegated, but primary responsibility rests with the General Manager.

B. That the General Managers of each Pacifica station with a recognized Unpaid Staff Organization or Unpaid Staff Collective Bargaining Unit shall maintain a roster, updated monthly and retained for 12 months, of the individuals who have been qualified as staff members by that Organization or Unit and the basis of the qualification in each case. Primary responsibility for the maintenance of this roster shall be assigned to an individual designated by the Unpaid Staff Organization or Unpaid Staff Collective Bargaining Unit, but the General Manager may exercise authority to insure its accuracy.

C. A copy of each monthly roster will be sent to the PNB elections committee.

D. One cause for which a General Manager may withdraw recognition of an Unpaid Staff Organization or Unpaid Staff Collective Bargaining Unit would be the failure of the organization to establish and maintain qualifications for membership that restrict its size to no more than 10% more individuals than would qualify as unpaid staff members under the bylaws criteria for stations with no such recognized organization.

E. That Local and National Elections Supervisors shall have access to the current and past membership rosters retained by General Managers, so that they may independently judge whether or not a staff election based on either current roster should be certified. General Managers shall provide current and previous staff rosters to any appropriate LSB and/or PNB committee upon its request, and shall identify the categorization of any member upon his or her request.

F. That the fairness of the General Managers in the exercise of their discretion in recognizing or withdrawing recognition from an Unpaid Staff Organization or Unpaid Staff Collective Bargaining Units shall be one factor in each General Manager's periodic evaluation by their Local Station Board.

Director Heffley amended section D, seconded by Director Schroell.

D. One cause for which a General Manager may withdraw recognition on the record date for the election of an Unpaid Staff Organization or Unpaid Staff Collective Bargaining Unit would be the failure of the organization to establish and maintain qualifications for membership that restrict its size to no more than 10% more individuals than would qualify as unpaid staff members under the bylaws criteria for stations with no such recognized organization.

 

Motion to divide by Director Randhawa, seconded by Director Allen.

Part A. That the General Managers of each Pacifica station shall maintain a roster, updated monthly and retained for 12 months, of the individuals who qualify as staff members under the bylaws criteria for stations with no Unpaid Staff organization or Unpaid Staff Collective Bargaining Unit. Authority over sections of this unpaid staff roster may be delegated, but primary responsibility rests with the General Manager.

Director Allen amended to “ask the IED to implement a standardized procedure”.
Amendment passed without objection.

No objection to motion as amended.

Part A – Motion as amended. That the General Managers of each Pacifica station shall maintain a roster, updated monthly and retained for 12 months, of the individuals who qualify as staff members under the bylaws criteria for stations with no Unpaid Staff organization or Unpaid Staff Collective Bargaining Unit. Authority over sections of this unpaid staff roster may be delegated, but primary responsibility rests with the General Manager and the IED will be asked to implement a standardized procedure.

Part B. That the General Managers of each Pacifica station with a recognized Unpaid Staff Organization or Unpaid Staff Collective Bargaining Unit shall maintain a roster, updated monthly and retained for 12 months, of the individuals who have been qualified as staff members by that Organization or Unit and the basis of the qualification in each case. Primary responsibility for the maintenance of this roster shall be assigned to an individual designated by the Unpaid Staff Organization or Unpaid Staff Collective Bargaining Unit, but the General Manager may exercise authority to insure its accuracy.Director Heffley called the question to close debate. The vote was 7 Yes, 5 No, 3 Abstained, 6 No Vote, Chair did not vote. The question failed and discussion continued.

Time expired. Director Allen moved to extend time by 10 minutes. Director Shakir objected. Roll was called – 8 Yes, 6 No. Motion to extend passed and conversation continued.

Part B – Motion passed. That the General Managers of each Pacifica station with a recognized Unpaid Staff Organization or Unpaid Staff Collective Bargaining Unit shall maintain a roster, updated monthly and retained for 12 months, of the individuals who have been qualified as staff members by that Organization or Unit and the basis of the qualification in each case. Primary responsibility for the maintenance of this roster shall be assigned to an individual designated by the Unpaid Staff Organization or Unpaid Staff Collective Bargaining Unit, but the General Manager may exercise authority to insure its accuracy.Motion passes 8 yes, 3 no.

Director Lederer moves to recommit this motion to the Elections Committee with instructions to invite the unpaid staff organizations at WBAI and KPFA to have written input and oral participation in the committee's next meeting. Seconded by Robinson
Motion fails 4 yes, 8 no.

Director Shakir moves to postpone the remainder of this motion (Parts C – F) until next PNB meeting. Motion tied 6 yes, 6 no. Chair broke the tie. Motion passed 7 yes, 6 no.

Director Schroell moved to move until next regular meeting.
Passed w/o objection

PNB Meeting – January Date. Moved that meeting be held on January 27, 28, 29th. Passed w/o objection.

Director Laforest moved to hold the location in Washington, D.C. Motion is now mute because board voted to hold the January meeting in Los Angeles.

Director Shakir seconded Randhawa amendment to hold the meeting in Los Angeles. Motion passes 7 yes to 3 no.

Open session ended at 9:57 EST

 

 

Submitted by _______________________________________, Secretary of the PNB

Roll call - 5 minutes
Elections committee motions - 20 minutes
Location of the January PNB meeting - 10 minutes
Code of Conduct - 10 minutes

 

The proposed agenda for the executive session was:
General counsel Selection Process - 30 minutes
ED Hire Process
Motion to rescind ED hire vote of 12-5-05 - 15 minutes
Secretary’s report - 10 minutes
ESC report - 20 minutes
Adjourn

Motion to amend the agenda for the executive session to consider the ED hire process first,
Allowing 5 minutes for Motion to rescind, 15 minutes for the Secretary’s report and 30 minutes for the ESC report
Agenda as amended passed with the vote of 8 yes and 3 no.

Motion by Director Schroell for the Elections Committee: Resolved: That the Elections Committee recommends that PNB consideration of Sections D and F of its proposal of November 28, 2005 be postponed indefinitely, so that the PNB may instead give due consideration to subsequent proposals from the Committee.

Amendment by Director Heffley: Replace “indefinitely” with “until February’s PNB teleconference meeting” Seconded by Director Schroell

Amendment by Randhawa: That all remaining motions be sent back to Elections Committee for presentation in February. Seconded by Director Heffley

Motion as Amended: Resolved: That the PNB consider all remaining motions of its proposal of November 28, 2005, be postponed until February’s PNB Teleconference meeting, so that the PNB may instead, give due consideration to subsequent proposals from the Committee.

Motion Passed with the vote of 10 yes and 2 abstentions.

 

January PNB Meeting Location: Information brought forward by the chair was that proper notification had not been given to the GM’s of KPFK and WPFW regarding the wish of the board to change location of the January meeting from DC to Los Angeles. Therefore WPFW had plans and arrangements made while KPFK does not. Further, the GM does not think there is time to make such arrangements.
Discussion went to time and a motion to extend time for 5 minutes was offered by Director Allen and approved by consensus. It was agreed by consensus to hold the January meeting in Washington, DC as was originally scheduled.

Code of Conduct: Director Shafto noted that there is a sub-committee of the Governance committee working on the Code of Conduct, and it would be in order to have that committee bring its work forward at the next meeting rather than discuss the matter now. Motion agreed by consensus.

Public meeting adjourned and the PNB moved to executive session.

Minutes taken by Deb Shafto

 

Submitted by ____________________________Secretary of the PNB