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PACIFICA FOUNDATION
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Pacifica National Board - Teleconference (Open Session)
8:00 pm Eastern Time, 7:00 pm Central Time, 5:00 pm Pacific Time
Originating in Various Locations

June 26, 2009



MINUTES

(Approved July 24, 2009)

I. Call to Order/ Opening Business. PNB Chair Grace Aaron called meeting to
order at 8:37 pm (ET) as a continuation meeting from June 7, 2009. O'Brien
was time keeper.

a. Roll Call/ Quorum. Recording Secretary Richard Uzzell called the roll
and a quorum was established.


X Present; Ab Absent; Exc Excused Absence; AL Arrived Late.
KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
X Sherry Gendelman X Grace Aaron X George Reiter
X Nia Bediako
X Bonnie Simmons X Shawn O'Brian X Sandra Rawline X
Carolyn Birden
X Andrea Turner Ab Leslie Radford X Wendy Schroell
X Kathy Davis
X Joseph Wanzala X Ricco Ross X Susan Young
X James Ross


WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
X Jim Brown X David Beaton X LaVarn Williams, Interim CFO
X Acie Byrd X Efia Nwangaza Les Radke, National Elections
Sup.
Ab Luzette King __ Ricardo de Anda, Int. Gen.
Counsel

b. Agenda Approval. Chair stated the since this is a continuation
meeting, the Agenda had already been Approved and that the meeting would
start with Audit Committee.

II. Committee and Working Groups Reports. [Audio available on kpftx.org]


a. Audit. None. Completed June 7, 2009.


b. Governance. Committee Chair George Reiter reported that the committee
voted unanimously that "the iED should be compensated for her services"
and referred that to the PNB. He presented the following motions from
committee.

1. Consent Item. The PNB requires that the LSB's review the following
proposed motion regarding the Community Advisory Boards, and provide
feedback to the PNB by August 31, 2009 in the form of proposed
amendments, revisions or critiques. The PNB may proceed with
consideration of this motion at any meeting subsequent to that date:

"WHEREAS the Pacifica Foundation is a current Corporation for Public
Broadcasting grantee, and WHEREAS the Communications Act of 1934, 47
U.S.C. 396, et seq., dictates requirements for Community Advisory
Boards (CABs) for Public Broadcasting grantees (see
http://www.cpb.org/statins/certification/cpb_certification_req.pdf),


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Pacifica National Board Open Teleconference MINUTES

June 26, 2009



IT IS HEREBY RESOLVED THAT Minutes, attendance records and the names
of the members of the CAB shall be posted on each Pacifica station
web site respectively; and a document establishing annual
programming goals for the station be produced by station management
and submitted to the CAB for review; and the CAB shall produce an
annual report advising the governing body of the station - the Local
Station Board (LSB) - whether the programming and other policies of
such station are meeting the specialized educational and cultural
needs of the communities served by the station, making appropriate
recommendations to meet such needs; and the CAB of each station
shall comprise a minimum of 3 members. Each LSB will develop a form
to be posted on the station web site so that community volunteers
can nominate themselves or be nominated. No CAB member may serve
more than two (2) consecutive two-year terms, or more than six years
in total. Nominations of the CAB membership shall be made to the
LSB by self-nomination, Outreach Committee, Committee of Inclusion
of the LSB or any current member of the LSB. Those responsible for
soliciting memberships shall consider soliciting a member
representing organizations or stakeholders in the community that
have an interest in Pacifica. Each new member shall be appointed by
a majority of the LSB for a term of two years. The LSB shall strive
to stagger CAB members to ensure continuity of action and
leadership. Each CAB member is subject to a maximum of three
consecutive terms, with a minimum spacing of 4 years between non-
consecutive terms."




2. Motion re: Whistle Blower Policy w/ the understanding that posting in
each state to include that state's law. Motion that,


Be it resolved that the Pacifica Foundation's Ethics Policy dated
October 2005 be distributed to each employee, board member and
volunteer unpaid staff member with a sign-off form stating the party
has read and understood the policy. The policy covers the reporting
of ethics violations and in combination with the adherence to the
California State Whistleblowers Act and the posting of same in all
stations constitutes the Whistleblower policy of the Pacifica
Foundation.


Byrd moved to table. Motion failed by a vote of 6 - 11. [See Below.]




KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
Y Sherry Gendelman PNV Grace Aaron N George Reiter
Y Nia Bediako
Y Bonnie Simmons N Shawn O'Brian N Sandra Rawline
N Carolyn Birden
Andrea Turner Leslie Radford N Wendy
Schroell N Kathy Davis
N Joseph Wanzala N Ricco Ross Y Susan Young
N James Ross


WPFW - Wash. D.C.: AFFILIATES:
Y Jim Brown N David Beaton
Y Acie Byrd N Efia Nwangaza 6-11
Failed.
Luzette King


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Pacifica National Board Open Teleconference MINUTES

June 26, 2009


Whistle Blower Policy Approved by a vote of 12-6. [See Below.]

KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
N Sherry Gendelman PNV Grace Aaron Y George Reiter
N Nia Bediako
N Bonnie Simmons Y Shawn O'Brian Y Sandra Rawline
Y Carolyn Birden
N Andrea Turner Leslie Radford Y Wendy
Schroell Y Kathy Davis
Y Joseph Wanzala Y Ricco Ross Y Susan Young
Y James Ross


WPFW - Wash. D.C.: AFFILIATES:
N Jim Brown Y David Beaton
N Acie Byrd Y Efia Nwangaza 12-6
Approved.
Luzette King

3. Motion re: Sexual harassment training shall be made available at all
times to Paid Staff, Unpaid Staff and LSB members and is required of Paid
and Unpaid Staff.


Motion voted Approved, 14-0-3. [See Below.]


KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
Ab Sherry Gendelman PNV Grace Aaron Y George Reiter
Y Nia Bediako
Ab Bonnie Simmons Y Shawn O'Brian Y Sandra Rawline
Y Carolyn Birden
Y Andrea Turner Leslie Radford Y Wendy
Schroell Y Kathy Davis
Y Joseph Wanzala Y Ricco Ross Y Susan Young
Y James Ross


WPFW - Wash. D.C.: AFFILIATES:
Ab Jim Brown Y David Beaton
Acie Byrd Y Efia Nwangaza 14-0-3
Approved.
Luzette King

IED Grace Aaron reported that she had signed a contact with the Syncrio
Co. that day (June 26), for a fee of $16,000 the company will provide 2000
web "hits" of Sexual Harassment Training and other training issues.

Gendelman moved to move-up Simmons motion re: rescinding policy regarding
change in status. Schroell moved to extend by 2 minutes. Hearing no
objection, Approved. Motion voted Approved, 9-3-6. [See Below.]


KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
Y Sherry Gendelman PNV Grace Aaron Ab George Reiter
Y Nia Bediako
Y Bonnie Simmons N Shawn O'Brian Ab Sandra Rawline
Y Carolyn Birden
Y Andrea Turner Leslie Radford Y Wendy
Schroell N Kathy Davis
Ab Joseph Wanzala Ab Ricco Ross Y Susan Young
Ab James Ross


WPFW - Wash. D.C.: AFFILIATES:
Y Jim Brown N David Beaton
Y Acie Byrd Ab Efia Nwangaza 9-3-6
Approved. (needed 2/3)
Luzette King


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Pacifica National Board Open Teleconference MINUTES

June 26, 2009


Simmons moved to rescind the motion on "change of status" which was
originally passed April 10th by the PNB. Motion Failed by a vote of 9-9.
[See Below.]
KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
Y Sherry Gendelman PNV Grace Aaron N George Reiter
Y Nia Bediako
Y Bonnie Simmons N Shawn O'Brian Y Sandra Rawline
N Carolyn Birden
Y Andrea Turner Leslie Radford Y Wendy
Schroell N Kathy Davis
N Joseph Wanzala N Ricco Ross Y Susan Young
N James Ross


WPFW - Wash. D.C.: AFFILIATES:
Y Jim Brown N David Beaton
Y Acie Byrd N Efia Nwangaza 9-9
Failed.
Luzette King
Governance Motions (Continued)
4. Motion that Be it resolved that, consistent with the policy passed
by the PNB with regard to changes in status on an LSB that Noelle Hanrahan
be immediately reinstated to the KPFA LSB.

Young moved to moved this motion to Executive Session. Chair ruled that
motion is out of order because it does not qualify to be moved to
Executive Session. Turner moved to Table the Motion. Motion Approved by
a vote of 9-8-1. [See Below.]


KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
Y Sherry Gendelman PNV Grace Aaron N George Reiter
Y Nia Bediako
Y Bonnie Simmons N Shawn O'Brian Y Sandra Rawline
N Carolyn Birden
Y Andrea Turner Leslie Radford Y Wendy
Schroell N Kathy Davis
N Joseph Wanzala Ab Ricco Ross Y Susan Young
N James Ross


WPFW - Wash. D.C.: AFFILIATES:
Y Jim Brown N David Beaton
Y Acie Byrd N Efia Nwangaza 9-8-1
Approved.
Luzette King


c. Personnel. Committee Chair Sandra Rawline asked that the Personnel
Committee report be moved to Executive Session. Hearing no objection,
Approved.


d. Coordinating. Committee Chair Wendy Schroell reported that the next In-
Person PNB Meeting will be in New York, July 24-26, at the Hotel
Beekman Tower.

e. Finance. Committee Chair James Ross reported that through April 30
there was a $295,000 deficit. The committee is working on the FY 2010
Budget.

III. Next Meeting. Teleconference, Sunday, July 12, 2009, at 8:00 pm (ET).
IV. Adjourned. Reiter moved to adjourn. Hearing no objection, Meeting
Adjourned 10:35 pm.
Minutes Scribed and Prepared by: Richard Uzzell, PNB Recording Secretary
Minutes Approved by the Pacifica National Board:

Grace Aaron, PNB Chair July 24, 2009
______________________ _________________
Witnessed By: Date: