From:
http://www.radio4all.org/fp/1098board/trans1.html

sitekeeper's note: This transcript was copied from Pacifica's website and
reformatted for greater readability. Unlike previous transcripts, which have
been done by court reporters, this was transcribed later from a tape, and so
many of the Board members are listed as unidentified. I have color coded key
members who are identified, as well as taking the liberty of adding paragraph
breaks, also for readability.( I do not know who did the transcription - the
transcript bears no certifications of authenticity as have those done by a
certified court reporter in the past.)


TRANSCRIPT


PACIFICA BOARD OF DIRECTORS
HOUSTON, TEXAS SUNDAY, OCTOBER 4, 1998

|DR. BERRY |Someone reminded me last night at KPFT that I had been here |
| |for a year. I want to say that I am, in a way, pleased by |
| |some of the things that have happened. A lowering of the |
| |temperature in terms of some of the conversations in the |
| |foundation. On the other hand I am somewhat displeased by |
| |things that occurred that make it appear that we are going |
| |backwards instead of forward. These are matters which occur |
| |which I believe are inconsistent with the strategic plan. By|
| |the way, if we decide to change the strategic plan we would |
| |have a process to change it. But until we do that I assume |
| |that is what we should be guided by it in the organization. |
| |And our main goals, according to the plan, are to mobilize |
| |listeners toward positive social change and to reach the |
| |largest possible audience. |
| |Some of our stations really forget that we are supposed to |
| |mobilizing listeners toward positive social change. And when|
| |you say that to some of the people at some the stations they|
| |ask us, What do you mean by mobilize? What do you mean by |
| |positive? What do you mean by social? And what do you mean |
| |by change? I think that anyone who reads the mission |
| |statement and the charter and the history of the |
| |organization ought to be familiar with what that means. So |
| |positive social change. The other goal is to reach the |
| |largest possible audience. New listeners obviously. Attract |
| |new listeners to reach the largest possible audience. In |
| |other words, not the smallest audience that consists of |
| |people like you who are already listening, but to reach a |
| |large audience. |
| |And then on the issue of national infrastructure, which has |
| |concerned me greatly, the goal is to develop and maintain |
| |national staff and systems adequate to serve effectively. |
| |Pacifica stations and the units. People, money, and so, in |
| |some cases what we have done is to try to reduce |
| |infrastructure rather the building infrastructure. Which is |
| |not a happy occurrence. And then to be guided by Pacifica's |
| |priorities. The first one that is on the list in the |
| |strategic plan is to consider what is best for Pacifica as a|
| |single entire network. So I think that with one step forward|
| |and one step backwards and two sidesteps we have been |
| |working on those priorities, and I just hope that we |
| |continue to do something. |
| |The next thing that I would like to do is to look at the |
| |agenda, and see that I am supposed to seat members, minutes,|
| |and schedule the next meeting. Madame Secretary, who of |
| |these members am I supposed to seat? |
|ROBERTA |We have one alternate here Wendell Johns. We have to seat |
|BROOKS |Dorothy Nasatir and Ralph McKnight as alternates. |
|DR. BERRY |Can I have a motion to seat Wendell Johns as an alternate |
| |and Dorothy Nasatir and Ralph. |
|MALE |So moved. |
|SPEAKER | |
|FEMALE |Second. |
|SPEAKER | |
|DR. BERRY |All in favor indicate by saying aye. |
|GROUP |Aye. |
|DR. BERRY |Opposed. So ordered. |
|ROBERTA |I am assuming that we won't have to seat anybody from |
|BROOKS |Texas. |
|DR. BERRY |Could I get a motion to approve the minutes of the last |
| |meeting? |
|MALE |So moved. |
|SPEAKER | |
|MALE |Second. |
|SPEAKER | |
|DR. BERRY |All in favor indicate by saying aye. |
|GROUP |Aye. |
|DOROTHY |My name was omitted from the alternate list on the minutes. |
|NASATIR | |
|DR. BERRY |Okay. When you correct the minutes, add Dorothy's name to |
| |the list. |
| |Then we need to schedule the next meeting. In terms of, you |
| |might look at schedules, in terms of my own schedule I can |
| |do February on the 19th, 20th and 21st. |
|PETE |Madam Chair? |
|BRAMSON | |
|DR. BERRY |Yes. |
|PETE |There is an NFCB meeting in Berkeley in late March, which we|
|BRAMSON |may want to coordinate with. So the city we are referring to|
| |is Berkeley, is that correct? |
|FEMALE |It will be in San Francisco. |
|SPEAKER | |
|. PETE |And what is the date of that meeting. The reason I'm |
|BRAMSON |bringing it up is we may want to coordinate. In that there |
| |may be other staff, at that point we may be able to delay |
| |the meeting and time accordingly. |
|FEMALE |It is the 19th, 20th, and 21st of March. |
|SPEAKER | |
|DR. BERRY |I don't know if I can do it. So why don't we tentatively see|
| |if other people can do it? Can others of you do the meeting |
| |at that time? See, I'm in this habit, of polling people to |
| |ask if they can meet. Then we schedule the meeting. I |
| |realize that this is a very curious way to do a meeting. So |
| |I am asking can most of you, at least those of you who are |
| |here, come to that meeting? If you can't, then we won't have|
| |it then. |
|JUNE |I can't make the February 19th, 21. |
|MAKELA | |
|DR. BERRY |I mean this date, March. |
|JUNE |Oh, that March date, oh I think so. |
|MAKELA | |
|LYNN |If I can say something about that March date? |
|CHADWICK | |
|DR. BERRY |Please. |
|LYNN |The conference will start on Friday. There will probably be |
|CHADWICK |an opening reception about Pacifica on that Friday evening. |
| |But the conference will be taking place itself, of course, |
| |as usual over the weekend. So if people were coming.... |
|DR. BERRY |They would want to be at the conference instead of the |
| |being...instead they would have to double duty. |
|LYNN |Yes. So the only way this meeting would be able to take off |
|CHADWICK |is if you came for the conference and then started on Sunday|
| |or something. Usually the conference wraps up on Sunday. |
|FEMALE |What if we did it the week before? |
|LYNN |And then people stay for the week? And then several days out|
|CHADWICK |of the office? |
|PETE |How many of the national board members actually attend the |
|BRAMSON |NFCB meeting? |
|DR. BERRY |Well then let's try. Can we do it on February 26th, 27th |
| |28th? |
|PETE |Would you repeat the date please? |
|BRAMSON | |
|DR. BERRY |26th, 27th, and 28th of February. Okay. In Berkeley. |
|PETE |Madame Chair? |
|BRAMSON | |
|DR. BERRY |Yes. |
|PETE |Could we look ahead to the May meeting? |
|BRAMSON | |
|DR. BERRY |June. |
|PETE |Well, there is a PRC meeting in Washington in May. Again, |
|BRAMSON |the same....it is in Washington in May? |
|FEMALE |Yes, it's Berkeley and then Washington. |
|SPEAKER | |
|DR. BERRY |What is it? |
|PETE |The PRC. |
|BRAMSON | |
|LYNN |The Public Radio Conference. National Public Radio. |
|CHADWICK | |
|ROBERTA |Does the staff normally go to that? |
|BROOKS | |
|FEMALE |Not the national staff. Several of the stations have been |
|SPEAKER |going, but given the conference line item directive. |
|JUNE |Conferences have been cut. So I think the staff is hoping to|
|MAKELA |attend some of these by piggybacking on the board meetings. |
|LYNN |I guess what I was thinking though, and Valerie has reminded|
|CHADWICK |me, the NFCB conference is focusing on celebrating 50 years |
| |of community radio. It may actually really behoove the |
| |directors, if I may be so bold, to come to this conference |
| |and get a flavor of what community radio is like. Board |
| |members from stations who come, come away getting a sense of|
| |the context of the operation that they are trying to |
| |support. |
|FEMALE |The March 19th, 20th, and 21st. |
|SPEAKER | |
|LYNN |Yes. The Public Radio Conference is focused on the NPR |
|CHADWICK |stations which have a very different mode of operating than |
| |our stations do. Although Garland carries PRI programming. |
|DR. BERRY |I just don't see how, given the stresses and strains of |
| |these meetings, unless they change somehow, and I would be |
| |very happy if they did, (laughs) I don't see how anybody has|
| |any time. I don't have time to breathe. |
|LYNN |You might want to do it sequentially. You might do it on |
|CHADWICK |Sunday and Monday. |
|JUNE |We don't have to go to the conference. This is something |
|MAKELA |that staff wants to do. Can we piggyback? |
|PETE |We are celebrating our 50th anniversary. |
|BRAMSON | |
|JUNE |Yeah, I mean why don't we piggyback so we can do a reception|
|MAKELA |for Pacifica and or have presence without attending their |
| |conference. We can be in the same place at the same time, |
| |and figure out strategically if there are staff that need to|
| |go. |
|ROBERTA |Let's just say if we did this in March and on Saturday, when|
|BROOKS |we have committee meetings, would the staff feel that they |
| |needed to be at the NFCB? |
|DR. BERRY |We can't do this. We don't have time, I don't have time to |
| |do this. I don't know about the rest of you. I don't think |
| |the rest of you do either. |
|ROBERTA |But some of the directors that live in the Bay Area, maybe |
|BROOKS |even in LA might come up for that. It is a 50th anniversary |
| |thing. |
|LYNN |Well they should come, I would encourage them to come to |
|CHADWICK |this reception. I think it would be wonderful. |
|DR. BERRY |This is taking too long group. |
|FEMALE |So what about the decision? Did we come up with a date for |
|SPEAKER |the D.C. meeting? |
|DR. BERRY |We're thinking of...no we didn't, and we're not going to. |
| |We'll think about...I have June 4th, 5th and 6th, or 25, 26 |
| |and 27 because we were looking at June dates. Could someone |
| |tell me if we are backed into June dates. Are those dates a |
| |problem for somebody? |
|ROBERTA |Well I prefer later as opposed to the earlier. |
|BROOKS | |
|DR. BERRY |Okay. Is there anybody else who has a problem? So that is |
| |just very tentative. We're not settling that. |
|DR. BERRY |You know it's before the 25th. So the 25th, 26th, and 27th |
| |is likely. But we did settle the one before that. We will |
| |re-confirm. |
| |(general cross talk) |
|ROBERTA |Madame Chair, could it just be noted though in the minutes, |
|BROOKS |and maybe we can expect to get information to the board of |
| |directors about the NFCB reception? |
|DR. BERRY |Absolutely. Now the next thing I want was to have the |
| |committee reports. I was going to start with Shirley Adams, |
| |but...is she here? I'll take her whenever she comes, because|
| |she had to wait yesterday while we had all those committee |
| |meetings. I guess none of the Houston people are here except|
| |Garland. Garland's here. So we will take her when she |
| |comes. |
| |I want to report on the Executive Committee meeting. The |
| |Executive Committee discussed a lot of issues. One is that |
| |Lynn will be going back to New York to try to manage and |
| |resolve some issues related to management at WBAI. So she |
| |will be trekking back to New York to try to resolve those |
| |issues before we get some reports on how things are going |
| |there. The other issue is that we've received a letter from |
| |the CPB. |
|DR. BERRY |Those of you who have read it already will you pass it along|
| |to somebody else? What the letter seems to say is that |
| |Pacifica Foundation's current governance structure appears |
| |to be at variance with both the law and our guidelines. This|
| |is the CPB certification requirement for the CPB station |
| |grant recipients. The letter is dated September 14, 1998. It|
| |says "...if it is true that a majority of members making up |
| |the governing board are also members the station community |
| |advisory boards, that makes it impossible for the two to |
| |remain distinct and independent. As you may be aware, |
| |compliance in this portion of the law is a legal rule of CPB|
| |in its interpretation. Failure to comply risks further CPB |
| |funding of the stations...." When we discussed it in the |
| |Executive Committee I indicated that, and I am putting it |
| |before the board now, one response to this is to say, well |
| |if that's the case then we don't want any more CPB funding |
| |anyway. That would be one response. The board would handle a|
| |motion and vote that we don't care to be bothered with CPB |
| |anymore. Which is a matter not only of funding, but of say |
| |the word somebody. |
|FRANK |ASCAP, BMI licensing. |
|MILLSPAUGH| |
|FEMALE |Copyright royalties. |
|SPEAKER | |
|MALE |Validation. |
|SPEAKER | |
|DR. BERRY |Yes, and matters of that kind. So that it is a very |
| |important matter to Pacifica. In the meetings of the |
| |Administrative Council, the General Managers thought that |
| |the mere thought of saying that we wouldn't be in compliance|
| |doesn't make any sense. The funding is very important to us,|
| |but the other matters are very important to us also. So, |
| |I'll go on to the other option which is to say that we would|
| |want to ask our legal counsel whether we believe CPB's legal|
| |interpretation of this law. |
| |My only experience is that agencies do not send out in |
| |writing letters concerning their own regulations, unless |
| |they have carefully examined them. In ninety percent of the |
| |cases, they have correctly interpreted their own |
| |regulations. They are very cautious about putting things in |
| |writing. So before they write it down and put their name on |
| |it, they are careful. But we should ask our lawyer, and then|
| |we would, if the answer is yes, CPB is correctly |
| |interpreting their regs, we would then ask for the |
| |Governance Committee to review the matter and to come up |
| |with recommendations for the board to act on at its next |
| |meeting. And such recommendation would be in the form of a |
| |by-law change. |
| |And that there are various options that the Governance |
| |Committee could consider. As well as any options that I am |
| |not listing that they may think of. Which is what committees|
| |are supposed to do. Such options as having people who are |
| |Governing Board member resign from Local Advisory Boards. |
| |That's an option. Or having people elect all the directors |
| |at large. That's a cure. There are various ways to approach |
| |this and I'm sure the board Governance Committee, which |
| |David Acosta chairs, will figure out something and bring it |
| |back to us. |
| |Then the staff, I understand that CPB is expecting us to |
| |respond to this letter by the end of this meeting. Because |
| |they expected us to discuss this issue at this meeting and |
| |to get back to them on what we intend to do about it. So I |
| |am hoping that if the board agrees with that process, that |
| |the staff will write a letter to them saying that the |
| |approach to this matter is to have our legal counsel look at|
| |it. Then if it's necessary, then we will institute a by-law |
| |change, which the board will review and act on in the next |
| |meeting. So that the CPB would know that we are responding |
| |to them. Otherwise, the staff is in the position of trying |
| |to deal with CPB without being in compliance after CPB has |
| |told them that we're not. So that's where the matter stands.|
| |Any discussion? |
|MALE |Would the review provide to the board a description of all |
|SPEAKER |these various implications that it has for our not being |
| |involved in CPB? I mean you mentioned some things that I |
| |think a lot of people around the table maybe understand |
| |better than others. The implications of not being associated|
| |with this organization? |
|DR. BERRY |We can have them write out the benefits. |
|CHERYL F. |So the deliberations will be in conference call of the full |
|BRADFORD |committee not of the executive part of the committee. |
|DR. BERRY |The board governance committee will handle it. Who is on the|
| |board governance committee? |
|PETE |David Acosta, Dr. Berry, Roberta, Cheryl, Andrea, Dorothy, |
|BRAMSON |Rob Robinson. And the staff is the E.D. |
|DR. BERRY |So that committee is the committee that will figure out what|
| |to do. |
|CHERYL F. |Can we schedule it far enough in advance so that we can take|
|BRADFORD |these issues back to the LABs also? I mean are we looking |
| |for local advisory board input into the discussion. |
|DR. BERRY |Well. Were you about to say something? Yes. |
|PETE |I would hope that the process committee would kind of go |
|BRAMSON |over the process related to our portion. I feel strongly |
| |that there should still be a link between the local |
| |community board even though structure resides at the |
| |national board level. That's kind of the way it works in |
| |community radio right now. So I think it deserves a dialog, |
| |but I think the initial dialog resides at the board of |
| |governance level. At that point, if I as a governing board |
| |member wanted input into board governance structure, I would|
| |go to you because you're my friend on the board. |
|CHERYL F. |I'm talking about the LAB. |
|BRADFORD | |
|PETE |The LAB has all the input that is possible. There is only so|
|BRAMSON |much that can be done at the governing board level in |
| |regards to that input. Certainly, I am prepared to go back |
| |and have open by-laws with the local board. |
|DR. BERRY |Obviously people may have whatever by-laws they wish to have|
| |with whomever. I am discussing this in an open meeting, and |
| |it will be part of a public record. I expect there will be |
| |different reactions to this development. I hope that, the |
| |board will indicate to me at this meeting whether it is |
| |willing to entertain a change in our by-laws should it be |
| |necessary to put us in compliance. If the board is |
| |unwilling, I would like to know that. Because if the board |
| |is unwilling, then the staff should not hold out to CPB the |
| |notion that we are going through some kind of process, if |
| |the process results in a change and that's what we are |
| |planning on doing, but in fact we know we're not. |
| |So and I don't want to have a rerun of last year or |
| |whatever. I came in late on that process. But I don't want a|
| |rerun of that again. It may be inevitable, but I think, and |
| |we obviously need somebody to help us to manage the |
| |information dissemination on this. But I want this board at |
| |this meeting to make a decision as to whether you are |
| |willing should it turn out that that's what we have to do. |
| |To make some sort of by-law change, that you are willing to |
| |entertain a change on the subject of board composition and |
| |membership. If you are not, just tell me about it. And then |
| |we'll just tell CPB we're not. And don't expect us to come |
| |back in six months with a plan, because we're not planning |
| |on that. |


TRANSCRIPT


PACIFICA BOARD OF DIRECTORS
HOUSTON, TEXAS SUNDAY, OCTOBER 4, 1998

Part 2
|DOROTHY |Would you entertain a motion? |
|NASATIR | |
|DR. BERRY |Yes I will. Then we will discuss it. |
|DOROTHY |I move that we move toward compliance with CPB and |
|NASATIR |investigate what needs to be done to get into compliance. |
|MALE |Second. |
|SPEAKER | |
|DR. BERRY |All right. Any further discussion? Ken you want to say |
| |something? |
|KEN FORD |Not until the vote is taken. |
|DR. BERRY |All right. Any more discussion? |
|ROBERTA |I think that the question that Cheryl raised is actually a |
|BROOKS |very interesting question. It goes to the heart of this |
| |issue. I don' know...I'm not saying that you don't discuss |
| |it with the LAB, but I think the point that they are |
| |telling us is that there has got to be severance of the |
| |relationship. I thing it is going to be informational. It |
| |doesn't mean that you can't get input and suggestions |
| |perhaps of how we can begin to formulate a board. But the |
| |point is that they don't want there to be a connection |
| |between the board that advises the general managers and |
| |that does needs assessment and the governance board. I |
| |think the process is one that we maybe need to talk a |
| |little bit more about, in terms of whether we get |
| |suggestions that go to the board governance committee. I |
| |don't have a problem with this, but I think we going to |
| |have to be careful about this. |
|DR. BERRY |I think the suggestions should explain how we can manage |
| |this and sever this understanding that there are some |
| |people on the board who are representing LAB points of |
| |view, and all they are conduits for whatever LABs are |
| |thinking. As opposed to the people on the governing board |
| |are just looking at the whole organization, and they might |
| |get advice from anybody. But what they are bring to the |
| |table is their view, their independent view of what they |
| |think the organization as a whole should be doing. I think |
| |that is what this thing is trying to get us to do. |
|FRANK |I don't think there is any question about receiving the |
|MILLSPAUGH |input of the LABs. I think that would be an involuntary |
| |process, if not a voluntary one. This is a public meeting, |
| |and they probably know about it now. I think there is one |
| |point in the letter that could use clarification. The |
| |statement that "...if it is true that a majority of members|
| |making up Pacifica's governing board..." Is that literally |
| |what they mean? If it is less than the majority then we're |
| |all right? Or is the operable statement the one about the |
| |clear demarcation between? I just think that's a part that |
| |we need clarified. That really should be clarified if |
| |possible before the governance committee makes its |
| |determination. |
|DR. BERRY |Well we will do that from the lawyer's advice process. |
| |Somebody else have a comment? |
|FEMALE |I think as LAB members we need to be prepared to give all |
|SPEAKER |the rationale as to why we want CPB money. I think the |
| |board governance committee can make that outline so we can |
| |come prepared to our board. Have them understand the losses|
| |and the gains of either choice, and why we made the choice |
| |we have. |
|DR. BERRY |When the transcript is put on the web site, there should be|
| |little brackets put in the transcript which explain the |
| |definitions of these discussions. So that whoever looks at |
| |the web site can see it. I think that will be useful. There|
| |could be talking points for people to deal with, to explain|
| |to folks what it is that we are doing. We could get those |
| |sometime next week. |
|MALE |It might be, well to put it in the proper tone, for |
|SPEAKER |arguments that are valid for and arguments that are valid |
| |against. |
|DR. BERRY |I'm just talking about explaining what each one of these |
| |things is. That's all, without any argument about |
| |anything. |
|ROBERTA |I don't think we should give argument for and against it, |
|BROOKS |because we haven't made the decisions. This is background |
| |information. |
|MALE |Yeah, that's right. |
|SPEAKER | |
|ROBERTA |The other thing we might ask the attorney to do is, we've |
|BROOKS |created the entity called the Council of Chairs, and see |
| |how that fits in. |
|FRANK |Why should we raise issues CPB hasn't raised? |
|MILLSPAUGH | |
|KEN FORD |Yeah, and not only that, what's wrong with free |
| |association? |
|ROBERTA |Well I want to be in compliance is all I want to say, so I |
|BROOKS |would say that we just ask if there's any problem with |
| |that. I mean we could can informally have an LAB chair come|
| |to every board meeting. We have the governance board |
| |mandated to meet with the Council of Chairs on a regular |
| |basis. |
|DR. BERRY |Who mandated this? |
|ROBERTA |Well it was the board. |
|BROOKS | |
|DR. BERRY |I thought it was an informal meet and greet and say |
| |anything you want to say to the board. Because we are in |
| |the particular locality where we meet... |
|JUNE MAKELA|There are these periodic conference calls with the Council |
| |of Chairs. |
|DR. BERRY |I have conference calls with them. |
|JUNE MAKELA|They have no vote on the board, so technically you couldn't|
| |argue they have any control and or role on the governing |
| |board. |
|DR. BERRY |They are just informational. Now we will recognize Cheryl. |
|CHERYL F. |I think that the whole communications industry has had a |
|BRADFORD |moment of flux and change. The FCC is making all kinds of |
| |rulings that will probably will go through some process of |
| |deliberations. So might this. Actually it says, "...after |
| |giving it some thought...." So I think the idea for me is |
| |about having a dialog, and hopefully not a contentious |
| |dialog, although I'm not sure that is possible. I haven't |
| |heard a decision made even though people are framing it |
| |like we've made some decision, I'm not sure that it is one |
| |solution. I think that what it calls for is taking a look |
| |at what does the board mean. This says that "...the |
| |community advisory board...", that is an entity that's not |
| |an individual. For me, reading this letter, there are a |
| |million options that could come out of that. I don't know |
| |that we've made a decision. I don't know that even in the |
| |mind of the writer of this letter, it is conclusive. It's |
| |that as they have written this new ruling, he's beginning |
| |to think, well what does that do these entities that we |
| |work with? He's saying what if anything, how might it |
| |impact us? So I guess what I'm saying is that there's a |
| |feeling that I'm getting that we're about to jump a boat to|
| |get into compliance. Maybe what we have to do is engage our|
| |organization in some kind of deliberation and figure out |
| |what it does mean. There is an implication to community |
| |radio, not just to Pacifica and Pacifica's compliance. |
|DR. BERRY |Well, I don't read the letter that way. I mean the plain |
| |language of the letter at the bottom of page one, "...my |
| |understanding Pacifica Foundation's current governance |
| |structure appears to be at variance with local law and our |
| |guidelines...." If I wrote that sentence to somebody who |
| |was a grantee, I would mean that after looking at your |
| |structure you are at variance with the guidelines. |
|CHERYL F. |Well I mean the first paragraph. |
|BRADFORD | |
|DR. BERRY |As I read it I see, and I'm counting noses, in point of |
| |fact it's a majority of the members. As Frank says there is|
| |ambiguity but I notice when I count noses that I see that |
| |it is a majority of members. That there are also members of|
| |the station boards, and that makes it impossible. The word |
| |impossible is pretty clear that the two can remain distinct|
| |and independent. It says we have little wiggle room. So I |
| |think...which is why I raise the question. I raised |
| |precisely for the reason that I wanted to hear what people |
| |have to say. And you are saying something that I expected |
| |someone to say. I want to get a clear guidance as to |
| |whether the board really is willing to go forward. If the |
| |board really wants to contend with the letter, and to argue|
| |against the letter, and to fight with CPB to come up |
| |arguments and engage in struggle. Or if the board is |
| |willing to say we need to be in compliance, the struggle |
| |will be about how we do it. What is the most efficient way |
| |that will maximize us doing what we want to do in Pacifica.|
| |Those are two options. One or the other, they both might |
| |work. I don't know. Yes, Frank. |
|FRANK |We might have three options. I mean there's the take it and|
|MILLSPAUGH |shove it. There's the we'll do whatever you say. There is |
| |the well lets negotiate what this really means and what the|
| |least infringement upon Pacifica's autonomy by CPB would be|
| |represented. That kind of thing. I did want to observe as I|
| |did yesterday, but shouldn't get lost, that our by-laws |
| |also provide for any at-large member who is from one of our|
| |broadcast areas. They sit ex-officio on our local advisory |
| |board. Clearly if the other goes, that goes. Although that |
| |is probably easiest. |
|DR. BERRY |So what is your wish ladies and gentlemen? I could for the |
| |question as a motion. Is there further discussion? Okay I |
| |call for the question. All those in favor of Dorothy's |
| |motion as seconded by Ken indicate by saying aye, |
|GROUP |Aye. |
|DR. BERRY |Opposed. |
|GROUP |(silence) |
|DR. BERRY |Are you opposed. |
|KEN FORD |No, no. I have a suggestion. Could you recognize me after |
| |the vote is taken? |
|DR. BERRY |Oh I'm sorry. |
|KEN FORD |That's okay. I'm not going to let you forget me. In the |
| |future since this is a new policy from CPB, and from what I|
| |understand this is new as well as other regulations in the |
| |pipeline. I know staff is overloaded, but in some way or |
| |another we have go to be able to have someone review the |
| |federal register. Because all of these proposed changes are|
| |proposed in the federal register, and we need to have an |
| |opportunity to comment on those before they become final. I|
| |know that's an onerous task, but some kind of way we have |
| |got to develop that to get our input. If we could have had |
| |this all previously, I don't think we would be going |
| |through this vote right now. So, somehow I'm just saying |
| |for the future we need to figure out a way to try to |
| |comment on these things on a regulatory basis before they |
| |become final. |
|DR. BERRY |You want to be recognized. |
|LYNN |Yes I do. This is not a new ruling. The reason this letter |
|CHADWICK |came out is that CPB just finished with those large books |
| |that were distributed. They had not issued books like that |
| |in a number of years so there was a whole scrutiny of the |
| |community advisory board this year. This is not a change. |
| |It is just that we've come under scrutiny. |
|KEN FORD |I was told that it was, but... |
|LYNN |I know. I heard somebody say that, but that's not accurate.|
|CHADWICK |And in terms of the federal register, CPB rulings are not |
| |in the Federal Register. |
|KEN FORD |They're not? |
|LYNN |No, they are not a federal agency. The rulings in the |
|CHADWICK |Federal Register that we are concerned about are FCC |
| |rulings, and the lawyer regularly updates us. |
|DR. BERRY |So, basically, what they did was to republish these rules. |
| |In the republication they reviewed the various community |
| |advisory board structures including ours and concluded |
| |that, hey you folks still look like you are out of |
| |compliance basically. Cheryl. |
|CHERY F. |Can I address Lynn? I am wondering if from your |
|BRADFORD |relationship with the national community radio broadcasters|
| |if there is discussion about this? Is this a hardship for |
| |smaller community radio stations? |
|LYNN |The other community radio stations do have separate and |
|CHADWICK |distinct boards. This is a hardship for them to have to |
| |maintain these. They have been maintaining them since they |
| |got into CPB support. |
|DR. BERRY |So we are the only ones. |
|LYNN |Yes. |
|CHADWICK | |
|ROBERTA |We are the only ones. |
|BROOKS | |
|DR. BERRY |So that's the other reason why they want to bring us into |
| |compliance. Probably somebody is complaining. |
|MALE |Why would they complain? I can see why we might. |
|SPEAKER | |
|JUNE MAKELA|So let's get into compliance and move forward guys. |
|DR. BERRY |We voted that instead of saying we're not getting into |
| |compliance and shoving it essentially, that we will follow |
| |the process of getting into compliance. Which includes |
| |first we'll ask the lawyers opinion. Then after that the |
| |board governance committee will review all this, and bring |
| |back something. Staff can write a letter, which I'll sign, |
| |to CPB saying that we did discuss it and that we are in the|
| |process of making sure that we are in compliance. Now you |
| |must expect, those of you who are unwary, that you will be |
| |assailed by people complaining about this. And by the time |
| |I get home e-mail will be overloaded and I'll be getting |
| |messages by e-mail saying, they've done it again. But let's|
| |hope it doesn't get to be like it was last time. |
|JUNE MAKELA|Tell them to write to CPB. |
|DR. BERRY |That's a great idea. Anyone who wished to complain about |
| |this process should get in touch with CPB. |
|FRANK |I don't know that we want to encourage... |
|MILLSPAUGH | |
|DR. BERRY |No, don't give them that. We'll work this out somehow. I've|
| |got one other thing. The search. Where did Roberta go? Just|
| |when I was going to talk about the search. |
|KEN FORD |Well she knew you were going to talk about the search. |
|DR. BERRY |First of all we should thank Roberta and the Search |
| |Committee for their very hard work looking for the |
| |Executive Director. The entire board met and interviewed |
| |the finalists for this job, and voted to make an offer to a|
| |candidate. The board listed two candidates in priority |
| |order. One. Two. The outcome was that a small group |
| |including myself and Roberta and Andrea and I am now asking|
| |Ken to join this group, would begin to negotiate with the |
| |number one candidate. Those negotiations are ongoing, and |
| |as soon as they are concluded we will proceed with |
| |candidate number one. Should that fail we will proceed with|
| |number two. We have had success in this endeavor. We are |
| |pleased that the Search Committee has worked so hard, and |
| |we have been able to do what we said we would do which was |
| |to make a choice at this meeting. Which most people felt we|
| |wouldn't be able to do. So we have at least done that. |
| |All right. The next item is a report of the Finance |
| |Committee. |
|JUNE MAKELA|We had a lengthy and productive finance meeting yesterday. |
| |I think most of the board was there so I will try to keep |
| |my report brief, because I think most everyone knows what I|
| |am going to say. I want to start by acknowledging that |
| |listener support continues to go up. This is very good, |
| |since our expenses continue to go up. But we have, in every|
| |single unit, gone beyond the projections in the 98 fiscal |
| |year budget for listener support. In all but two units, we |
| |had surpluses or a balanced budget at the end of the fiscal|
| |year. Which is also good news. |
| |Other good news, I know every year we are concerned about |
| |KPFK meeting its CPB target. I am pleased to report it has |
| |done so. I am pleased to report that WBAI completed its |
| |move pretty much on budget, and succeeded in raising over |
| |$100,000 in donations to offset costs for the station that |
| |were not covered by the payment from Pacifica. So the move |
| |has been completed and things are pretty much settled as |
| |far as physical space. For those of you who didn't attend |
| |the meeting in June, it's a beautiful new space for WBAI. |
| |KPFT, although it ended the year with a deficit, is |
| |building audience and had a sizable increase in listener |
| |support. It came in $40,000 over its projected budget. And |
| |so we are beginning to see as with WPFW, you know the |
| |audience is building. There is potential and we are hopeful|
| |that we can stabilize KPFT financially. |
| |I am also pleased to report that WPFW generated a surplus. |
| |For those of us who have been on the board for many years |
| |this indeed a victory. That WPFW is clearly on the road to |
| |becoming a strong financially stable station. The |
| |membership base is growing steadily, and in fact, W is |
| |scheduling a part of its surplus to repay a long-standing |
| |debt to Pacifica. |
| |We have ongoing concerns about the Solomon project although|
| |both the Controller and the Executive Director assure me |
| |that it should be fully operational soon. We are looking to|
| |get a report that is still outstanding as far as the full |
| |cost of Solomon and an explanation of any budget overruns. |
| | |
| |We had a lengthy discussions on each unit budget. We |
| |approved budgets for all of the units with the exception of|
| |WBAI and the National Office budget. So you are being asked|
| |to ratify the budgets that appear in your package or the |
| |supplement distributed by Vanessa. For KPFA, KPFT, KPFK, |
| |WPFW, the archives and national programming. The one change|
| |on the budgets is for WPFW. As I mentioned the final number|
| |from Sandra on the surplus, half of the surplus will show |
| |up as debt retirement, and the other half will be rolled |
| |over for the next fiscal year. We did not approve the WBAI |
| |budget or the National Office budget. Both budgets are |
| |being sent back to appropriate staff, including the |
| |Controller, to be finalized. |
| |We will look to receive new draft budgets within ten days. |
| |I think we've scheduled a meeting for the end of October to|
| |look at new budgets. Adjustments need to be made on both of|
| |those budgets. WBAI will need to schedule a deficit that it|
| |has from fiscal year 98. The National Office has been |
| |required to restore support for a press person in some form|
| |and at some level, and necessary support for the board and |
| |its activities. So we are going back to the Executive |
| |Director and the Controller to ask that they find other |
| |ways to cut costs to put these back in the budget. And/or |
| |provide us with a plan of how to generate the income that |
| |we would need to cover those costs that we want to put back|
| |in the budget. |
| |We didn't put a number on that, but this will be negotiated|
| |with Sandra and Pat, and then brought to the committee in |
| |October. We approved the SCA budget as presented in the |
| |supplement that everyone has and we approved the 50th |
| |Anniversary budgets as submitted by the 50th Anniversary |
| |Committee and staff. Ongoing concerns. We are still |
| |concerned and do not have a plan in place to repair, |
| |rebuild, and replace the transmitter at KPFK. We got a |
| |draft report of the needs and the price tags, but we |
| |continue to be concerned and see this as a high priority, |
| |and expect the staff to come up with a plan both short run |
| |and long run for solving these technical needs. |
| |We had discussion I guess at both the Program Committee and|
| |our committee about having to cut one of the national |
| |programs. Our understanding is that there will be a plan to|
| |deal with this program by KPFA and national staff. If there|
| |are financial implications a budget and a plan will be |
| |resubmitted to the Finance Committee. Finally, the |
| |committee asked for a discussion at the next meeting about |
| |the dwindling SCA income, and how we plan to replace that |
| |money which is now being used to subsidize various aspects |
| |of our work. We are requesting that the staff prepare |
| |written report two weeks before the next board meeting for |
| |the Finance Committee to review, and then prepare for a |
| |substantive discussion about this. And not only about |
| |replacing the SCA, but a real plan for staffing...for |
| |building infrastructure and developing a plan to get the |
| |National Office to a level that meets our infrastructure |
| |needs and can carry out the strategic plan. So this will be|
| |the main discussion at our next finance meeting. |
| |We still have not received a report on the sort of |
| |emergency plan for the archives. I would appreciate that as|
| |soon as possible. That's it. Finally, I forgot to mention |
| |yesterday, David Acosta and Sandra have been working on |
| |finding a new accounting firm. We had planned to present |
| |that at this meeting and David contacted me before the |
| |meeting to say that he has interviewed a number of firms, |
| |and is not prepared to make a final recommendation. He and |
| |Sandra would like to do that at the next meeting. So we |
| |will have someone on board this winter to start the audit. |
| |That's it. Unless I have forgotten anything if anyone has |
| |anything to add. |
|DR. BERRY |Can I have a motion to approve the report of the Finance |
| |Committee please? |
|RALPH |So moved. |
|MCKNIGHT | |
|DR. BERRY |Can I get a second? |
|DOROTHY |Second. |
|NASATIR | |
|DR. BERRY |Any further discussion? Yes. |
|ROBERTA |I really would like to you to monitor that very closely. |
|BROOKS |We've been talking about this for several years and every |
| |year we're told we didn't get it done in time. We have to |
| |start the audit at the beginning of the year. We were told |
| |several years ago in the retreat that it's extremely |
| |important to change auditors. We've had the same auditor |
| |for 15 years. I am extremely concerned about it. I am not |
| |happy with this. That we're going to make a |
| |decision...we've been hearing this for the last two |
| |sessions. |
|JUNE MAKELA|There actually has been progress. There are a number of |
| |firms. There are finalists. There have been long |
| |interviews. We need...the reason we didn't do it this past |
| |summer is that it was delayed. We needed someone to start |
| |in the spring. |
|ROBERTA |I know. |
|BROOKS | |


TRANSCRIPT


PACIFICA BOARD OF DIRECTORS
HOUSTON, TEXAS SUNDAY, OCTOBER 4, 1998

Part 3
|JUNE MAKELA|Because of the transition of staff, of executive staff, the|
| |decision was made by David, or recommended to the chair and|
| |myself by David, and we agreed that it didn't make sense to|
| |do it at that point. We were in the middle of the Solomon. |
|ROBERTA |I understand that. I am just saying that I don't want to |
|BROOKS |hear that again next year. So, I heard it two years in a |
| |row. Two years is enough I don't want to hear it again. |
|JUNE MAKELA|Right. Yes. No, and I think David is very clear, and he's |
| |done a lot of work. He's surveyed through networks. He's |
| |interviewed countless firms. I am not sure, I didn't get |
| |the details, I think they were not prepared to choose one |
| |by this meeting. |
|ROBERTA |Well then I guess the thing to say is to maybe get the |
|BROOKS |board to authorize the executive committee to make a |
| |decision if the time comes beyond which we wouldn't be able|
| |to hire somebody for next year. |
|JUNE MAKELA|I mean if they are ready we can do it in a conference call |
| |of the Finance Committee if you want us to do it you know. |
|DR. BERRY |And you don't even need the authorization to do it. The |
| |executive committee acts for the board between meetings in |
| |matters that need to be taken up. But we should inform the |
| |board, and if anyone objects which of course the committee |
| |won't do it. |
|ROBERTA |This has nothing against Mike Krycler. I know he has done |
|BROOKS |an excellent job. |
|DR. BERRY |Just a second, Pete is saying something. |
|PETE |I would hope that on the next finance call we just |
|BRAMSON |scheduled for in 10 days or at some point, that we could |
| |have a serious update on the accounting firm. That would |
| |lend clarity to that issue for 10 days. |
|DR. BERRY |Then if we get it and then we get a recommendation from |
| |them, then the executive committee would just... |
|JUNE MAKELA|Do it. We could do it in a matter of months. |
|DR. BERRY |So we may do it before the next meeting. |
|JUNE MAKELA|I think we can. We can decide right now that we will do |
| |it. |
|DR. BERRY |And then we'll have the person in place and then next year |
| |we won't hear the same thing. We'll hear something else. |
| |All right and further discussion of the Finance Committee? |
| |Yes. |
|KEN FORD |Just as a small matter. I think given the hard work that |
| |has been done by a lot of the units, that when they are |
| |running a surplus, that some form of verbal recognition |
| |should be in the water for them. To show appreciation to |
| |them by the board for the hard work that they did. |
|JUNE MAKELA|That's why I mentioned it, but I'm sorry. I am very under |
| |the weather this morning so I am not sounding very |
| |enthusiastic. I meant to sound very enthusiastic. |
|DR. BERRY |I will repeat the commendation of the general managers, the|
| |staff and volunteers at KPFK, WPFW and hope that they |
| |continue to doing a good job. |
|JUNE MAKELA|I think you should repeat the commendation. |
|DR. BERRY |I will repeat the commendation of the general managers, the|
| |staff and volunteers of KPFK, WPFW and KPFA who have |
| |generally been of service, and hopefully will continue to |
| |do so. Could we raise the question? All those in favor of |
| |approving the commendation and the report, indicate by |
| |saying aye. |
|GROUP |Aye. |
|DR. BERRY |Opposed? So ordered. Frank, could you give the report of |
| |the Program Standards and Practice committee? |
|FRANK |Yes, thank you. The principal subject we took up yesterday |
|MILLSPAUGH |was the issue of the Larry Bensky program, "Living Room," |
| |which was referred to us by the Finance Committee for |
| |deliberations. Our discussion recognized the value of Larry|
| |Bensky's programming to Pacifica and affirmed that the show|
| |"Living Room" serves a valuable role in the national |
| |programming offering. It was observed that the show meets |
| |the needs of some stations rather better than it meets the |
| |needs of others. And we recommended to the Finance |
| |Committee that this program be continued. We charged the |
| |National Office with negotiating with Larry a reformatting |
| |and/or rescheduling of the program to make it more useful |
| |to all the stations. And the Administrative Council is |
| |charged with recommending means of funding the program as |
| |the...as any new budget results from the rescheduling and |
| |reformatting of the program. That was subsequently reported|
| |out to the Finance Committee. We used that also to |
| |introduce the discussion, which was only introduced, into |
| |Pacifica's "Must Carry" rule. Not to be confused with the |
| |FCC "Must Carry" rule. There has been over the years |
| |controversy about the implementation of the "Must Carry" |
| |rule, what its requirements precisely are, what its |
| |origination was, and what compliance consists of, and what |
| |penalties should be required for noncompliance, if any. So,|
| |this has to be deferred for a longer conversation. We have |
| |scheduled a meeting of the Program Committee for the 21st |
| |of October at 11:00 a.m. and we will introduce...by which |
| |time I will provide members of the committee with a history|
| |that was prepared for me by the national staff of the "Must|
| |Carry" rule. |
| |We will also discuss progress of the LABs in performing |
| |community ascertainment. I would just simply mention that |
| |the stations do seem to be making progress. One station is |
| |excused from this activity for a period of time not yet to |
| |be determined because of the lack of an LAB. However the |
| |remaining stations, the other stations do indicate a good |
| |date beginning on this, we have a first receipt, the first |
| |report, in writing from KPFT, which I want to circulate to |
| |all the LABs as kind of a model for reporting. These |
| |materials will be distributed to the Program Committee |
| |members before our telephone meeting on the 21st. |
|DR. BERRY |Hasn't KPFK reconstituted its LAB so maybe we can get |
| |started with that. |
|FRANK |Well then I'll circulate all these materials to you. |
|MILLSPAUGH | |
|DR. BERRY |Okay. Thank you very much. Can I get a motion to accept the|
| |Program Standards Committee report? |
|ANDREA |So moved. |
|CISCO | |
|DOROTHY |I have a question. Did your report indicate that we were |
|NASATIR |going to have a report back on the Bensky issue before or |
| |by the next phone call? |
|FRANK |I'm sorry, you're absolutely right. In fact, the period of |
|MILLSPAUGH |time is ten days. So we should have that report then say |
| |next, a week from tomorrow, or Tuesday, so that would be in|
| |sufficient time, it will be sufficient, yes. |
|DR. BERRY |Will somebody second the motion? |
|ROBERTA |I'll second. |
|BROOKS | |
|DR. BERRY