PACIFICA FOUNDATION


Pacifica National Board – Teleconference (Open Session)
Sunday, January 10, 2009
9:30 pm Eastern, 8:30 pm Central & 6:30 pm Pacific Time

AGENDA

I. Call to Order and Opening Business.

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

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


WPFW – Wash. D.C.: AFFILIATES: Staff & Counsel:
Jim Brown David Beaton LaVarn Williams, Interim CFO
Acie Byrd Efia Nwangaza Ricardo De Anda, Int. Gen.
Counsel
Luzette King Ahmad Anderson, iHR
Director
Billy Ray Edwards

b. Agenda Approval (3 Min)

c. Minutes: (5 Min)
To be announced

II. Acknowledgements (5 Min.)
III. Announcement of Results of Affiliates Directors Election (30 Min.)
IV. Executive Director Report & Q & A (20 Min.)
V. CFO Report & Q & A (15 Min.)
VI. January In Person Meeting Info (10 Min.)
VII. Status of Local Station Board New Member Transitions, elections of
officers, and any action needed to ensure that the LSBs function per our
Bylaws  - James Ross (15 Min.)

The WBAI LSB has requested PNB input regarding the seating of an LSB member.

Jamie Ross will propose the following motion regarding this and has provided
some background about the situation:

"The PNB directs the WBAI LSB/board of delegates to use the 2009 election list
in filling the vacancy created by the resignation of R. Paul Martin on
11/30/09."

Here is the series of events this motion responds to:

1) R. Paul resigned from our LSB 11/30. His term expires next November, though
he becomes ineligible to serve in February - he's in the same situation as
Grace.

2) The election was certified 12/16 (I think)

3) The LSB met on 12/23 - the first meeting since his resignation.

4) The first runner-up in the newly certified 2009 election, Delphine Blue, was
seated. However, some WBAI LSB members called a point of order, saying that the
2007 list should be used. Our chair denied the Point of Order. Unfortunately,
his ruling was not sustained. So Delphine had to leave the board.

5) a motion was approved to seek guidance from the PNB and/or Ricardo on this
issue.

I think the question of which list of runner-ups to use in this case is
something of a gray area - the bylaws does not clearly specify. Technical
arguments could be made for both sides of the issue. However, the fact that the
2009 election better reflects the will of the voters means that the core
principle of our bylaws - boards that reflect the will of the membership - will
be better met using the new list.

thanks
Jamie

VIII. Committees and Working Groups Reports and Motions:

ACTIONS/REPORTS:

1. Election Committee Report (10 Min.)
2. Coordinating Committee (5 Min.)
Motion:  Pacifica needs an up to date roster of all board members, so at
the January Delegates meeting, each station board chair will create a
chart of members to include name, address, phone numbers and email address
and submit it to the PNB secretary.  Passed without objection

NOTE:  There should be a deadline for submitting to PNB Secretary -
suggest 1/31/10 -- Wendy
3. Finance Committee: Jamie Ross (15 Min.)
4. Personnel Committee (2 Min.)
5. Affiliates Task Force (2 Min.)
6. Archives Task Force
7. Audit Committee (5 Min.)
8. Programming Committee (5 Min.)
9. Governance Committee: (40 Min.)






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

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

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


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

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

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

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

--Leslie Radford






MOTION: Non-recognition of a Local Station Board.

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


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




Motion on Funding Disclosure Passed 5-4 no abstentions.

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


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

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

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


Community Advisory Boards

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

Resolution re Pacifica Community Advisory Boards:-

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

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

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

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

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

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

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

The CAB of each station shall comprise minimum of 4 members and a maximum of 24
members. Nominations to the CAB are invited from community groups, educational
and cultural institutions, past and present CAB members, LSBs and individual
candidates using the form below to be posted on each station website.
Individuals may also self-nominate. The nominees are notified and asked to
complete an application form. A screening committee of the LSB reviews all
candidates and presents a final group to the full LSB for consideration. The
LSB makes its appointments to the CAB from this final group by majority vote,
for a term of two years. CAB members may serve no more than two (2) consecutive
two-year terms. CAB members need not be members of the Pacifica Foundation.
LSB members may not serve on the CAB.

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

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



HAVE NOT MET:


10. Committee on Racism, Sexism and Other Forms of Discrimination

11. Strategic Planning Task Force

IX. Unfinished Business:

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

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

The following substitute wording was agreed on by the KPFK LSB: That
working groups be created at every station to initiate discussions on re-
structuring, especially the role of paid producers and volunteer staff and
to initiate training for programming by community volunteers.
 Passed by KPFK LSB 9-19-09 8-7-?

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

Motion to rescind the motion seating Billy Ray Edwards as a WPFW representative
on the Pacifica National Board, which passed July 12 in a 9-8 vote.
Sherry Gendelman (10 Min.)
I would like to request 50 minutes on the agenda for this and subsequent in-
person meetings and the 25 minutes on the agenda of one meeting of the PNB per
month for reports from five committees we never formally hear from: the Local
Station Boards.

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

--Leslie Radford (10 Min.)
Motion to negate the disqualification of KPFA LSB member Naji Ali due to a
third unexcused absence because that third meeting never reached quorum.
-- Joseph Wanzala (10 Min.)

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

XI. Adjournment