<br />
MINUTES<br />
PACIFICA FOUNDATION NATIONAL BOARD MEETING<br />
February 28, 1999 9:30AM PT Berkeley, CA<br />
Attending: Mary Frances Berry-Chair, Roberta Brooks-Secretary, June Makela-<br />
Treasurer, Pete Bramson, Andrea Cisco, Robert Farrell, Ken Ford, Rabbi Aaron<br />
Kriegel, William Lucy, Frank Millspaugh, Micheal Palmer, Rob Robinson, and<br />
Jewell Taylor-Gibbs<br />
Absent: David Acosta-Vice Chair Staff: Lynn Chadwick-Executive Director<br />
Approved for distribution by: Dr. Mary Frances Berry - June 18, 1999 and Lynn<br />
Chadwick - June 17, 1999<br />
<br />
Subject<br />
           MEMBER SEATING AND APPROVAL OF THE MINUTES FROM THE OCTOBER 4, 1998<br />
           NATIONAL BOARD MEETING<br />
Motion<br />
                    To seat members and approve the minutes from the last<br />
meeting.<br />
                    Moved - Mary Frances Berry Second -Frank Millspaugh and<br />
Micheal Palmer<br />
           M/S/P Unanimous<br />
<br />
Subject<br />
           NEXT MEETING<br />
Discussion<br />
           The next Pacifica National meeting will take place June 27, 1999 in<br />
           Washington, D.C. Tentative dates for the Fall 1999 are October 2 &<br />
           3, 1999 in Los Angeles, CA. Board members will check their schedules<br />
           for both meeting dates and notify Vanessa Ransom of their<br />
           availability.<br />
Motion<br />
                    To accept the dates for the next meeting.<br />
                    Moved - Mary Frances Berry Second - voice<br />
           M/S/P Unanimous<br />
<br />
Subject<br />
           NEW MEMBER SEATING<br />
Discussion<br />
           To seat new members, Robert Farrell and Rabbi Aaron Kriegel from Los<br />
           Angeles and<br />
           Dr. Jewelle Taylor-Gibbs from Berkeley.<br />
Motion<br />
                    To seat the new members.<br />
                    Moved - Micheal Palmer Second - June Makela<br />
           M/S/P Unanimous<br />
<br />
Subject<br />
           EXECUTIVE COMMITTEE REPORT - Dr. Mary Frances Berry<br />
Discussion<br />
           Board officer and Executive Committee elections will take place at<br />
           the June 1999 meeting. All board members who wish to be considered<br />
           or would like to make nominations for the election to the offices of<br />
           treasurer, secretary or to the Executive Committee please inform<br />
           David Acosta- Chair of the Board Governance and Structure Committee<br />
           with in the next 60 days.<br />
           On-going personnel and by-laws discussions are on going with the<br />
           Executive Director.<br />
<br />
Subject<br />
           BOARD GOVERNANCE AND STRUCTURE COMMITTEE - Dr. Mary Frances Berry<br />
Discussion<br />
           The proposed by-law changes to; ARTICLE THREE: BOARD OF DIRECTORS OF<br />
           THE FOUNDATION, SECTION 2 NOMINATION OF DIRECTORS: Candidates for<br />
           Directors may be nominated by the Foundation's Board Governance and<br />
           Structure Committee, comes as a result of a letter that Pacifica<br />
           received from the Corporation of Public Broadcasting first discussed<br />
           by this board at the October 1998 meeting. The Pacifica Board at<br />
           that time agreed to find a way to come into compliance with the<br />
           guidelines of the CPB. After several months and many passionate<br />
           discussions between members of this committee, the entire board,<br />
           Local Advisory Boards members and Pacifica communities at large,<br />
           this committee believes that the proposed by-law change including<br />
           policy language developed from many sources of input, will protect<br />
           the interest of the local stations as well as the entire network.<br />
           The Language is as follows:<br />
           The Committee is committed to maintaining a National Governing Board<br />
           composed of a majority of persons of color, keeping in mind that<br />
           this is a goal and not a quota.<br />
           The Committee recognizes that Local Advisory Boards will still have<br />
           input to the Governing Board through the Council of Chairs, and the<br />
           right to nominate, collectively or individually, directors to the<br />
           Governing Board through the Board Governance and Structure<br />
           Committee. The only limitation is that the nominee may not be a LAB<br />
           member and a Governing Board member concurrently.<br />
           The Committee will insure representation from the signal area of<br />
           each Pacifica station.<br />
           The Executive Committee must have representation from each signal<br />
           area.<br />
Motion<br />
           To approve the by-law change with the understanding that the board<br />
           will also approve the policies which are being put before you the<br />
           way in which these by-law changes will be implemented.<br />
Discussion<br />
           Consistent with ARTICLE NINE: AMENDMENT OF BY-LAWS, two written<br />
           ballots in favor of the proposed by-law change were received from<br />
           Loretta Ross and David Acosta.<br />
           Moved - Mary Frances Berry Second - William Lucy<br />
           M/S/P Unanimous<br />
Action<br />
           To be consistent with this by-law change, the Chair will ask those<br />
           board members who are concurrent members on Local Advisory Boards<br />
           whether they wish to resign from their Local Advisory Boards or not.<br />
<br />
<br />
           Board members on both the Pacifica National Governing Board and a<br />
           Local Advisory Board: Micheal Palmer, Jewelle Taylor-Gibbs, Robert<br />
           Farrell, Aaron Kriegel, Ken Ford, Rob Robinson, Frank Millspaugh,<br />
           and Andrea Cisco, may all resign from their Local Advisory Boards.<br />
           These members will serve out their current terms on Pacifica<br />
           National Governing Board.<br />
Discussion<br />
           John Crigler, legal counsel for the foundation, determines Pacifica<br />
           has complied with CPB guidelines by the action taken by this board<br />
           today.<br />
Motion<br />
           To approve these policies as a motion and a report coming from the<br />
           Board Governance and Structure Committee.<br />
           Moved - Mary Frances Berry Second - Frank Millspaugh<br />
           M/S/P Unanimous<br />
Subject<br />
           COUNCIL OF CHAIRS REPORT - Sherry Gendelman<br />
Discussion<br />
           The LAB Chair expressed community concern about the Foundation's<br />
           direction, programming and staff changes at KPFA. She urges the<br />
           board to support station growth by opening dialogue with managers<br />
           and the communities at large throughout the network. The LAB Chair<br />
           also recognizes the strong efforts of the board and their<br />
           contributions to the network and she will submit a report to the<br />
           board regarding the progress of the KPFA community needs assessment<br />
           project next week.<br />
<br />
Subject<br />
           FINANCE COMMITTEE REPORT - June Makela, Treasurer<br />
Discussion<br />
           The Finance Committee reviewed 2 sets of budgets during its meeting<br />
           yesterday. The following recommendations and report are based on the<br />
           budget containing CPB grant funds. This committee is recommending a<br />
           payment from the KPFA Program Endowment of $45K to be released in a<br />
           series of payments starting immediately, to go for expansion and<br />
           improvement of mid-day programming at the station. The WBAI budget<br />
           deficit has been reduced from $134K to $78K due to some cuts in the<br />
           budget but more importantly because of increased income above<br />
           projections. WBAI budget has been conditionally approved. WBAI will<br />
           hold a special one-day fund drive to increase revenue and further<br />
           reduce the deficit. This committee is anticipating a final balanced<br />
           budget from WBAI for this fiscal year at the end of April to be<br />
           approved by conference call or at the June meeting.<br />
           After some discussion with a consultant, this committee is guardedly<br />
           optimistic that, in spite of decreased SCA income, the Foundation<br />
           will be able to find and maintain leases for the next few years.<br />
           This committee will support KPFK's transmitter proposal to the<br />
           Technical Committee. We are hopeful that KPFK will receive an NTIA<br />
           grant to cover half of the cost of this project and is recommending<br />
           the Foundation commit the necessary resources up to $275K in order<br />
           to see this project through before next winter.<br />
           We met with our independent auditors this morning to discuss a draft<br />
           of their financial report. Their recommendations include more in-<br />
           depth in-kind contribution tracking, a possible audit of the<br />
           foundation's pension plan, and the effectiveness of implementing the<br />
           Solomon accounting system.<br />
           The Finance Committee recognizes that all units are very stable<br />
           financially. This is due in great part to the efforts of the local<br />
           managers, staff, volunteers and programmers, who have worked<br />
           incredibly hard to build audience, improve programming and fund-<br />
           raise both on and off the air.<br />
Motion<br />
           To approve the Finance Committee report.<br />
           Moved - Mary Frances Berry Second - Aaron Kriegel<br />
           M/S/P Unanimous<br />
<br />
Subject<br />
           50TH ANNIVERSARY COMMITTEE REPORT - Micheal Palmer, Chair<br />
Discussion<br />
           Cheryl Garner-Shaw presented a summary of the individual unit<br />
           campaign efforts at yesterdays meeting. Pacifica will have a key<br />
           role at the NFCB conference on March 18th. There will be more<br />
           activity to report on at the June meeting.<br />
Motion<br />
           To approve the 50th Anniversary Committee report.<br />
           Moved - Frank Millspaugh Second - Pete Bramson<br />
           M/S/P Unanimous<br />
<br />
Subject<br />
           PROGRAM STANDARDS AND PRACTICES COMMITTEE - Frank Millspaugh, Chair<br />
Discussion<br />
           This committee reviewed some material previously asked of station<br />
           managers regarding the structure and number of volunteer producers.<br />
           We draw no inferences from the figures. It is simply to get a<br />
           picture of what is the actual status at each station. In addition,<br />
           all stations report having a producer-training program in place, and<br />
           each provided an organizational chart. These organizational charts<br />
           have been forwarded to the appropriate committees for their overall<br />
           efforts to chart the organization. We will be returning to the<br />
           managers for additional information on training as it varies so much<br />
           from station to station.<br />
           We also discussed our committee charge that we hope will be more<br />
           fully developed by the next meeting and summated to the Executive<br />
           Committee for approval. The June board meeting will concentrate on a<br />
           discussion of program policy issues and hope to have someone there<br />
           to give us insight on reading audience numbers. We will also discuss<br />
           putting together a Programming Policies & Standards booklet, which<br />
           will contain relevant FCC and CPB regulations, policies, which<br />
           Pacifica has promulgated in the past. We are asking the<br />
           Administrative Council to prepare a statement of any issues<br />
           regarding such policies which they feel should be revisited and<br />
           studied, if necessary, updated, in time for the next board booklet<br />
           distribution. We also repeat our request to the unit managers that<br />
           they include the current programming grid with whatever annotations<br />
           they think are necessary.<br />
Motion<br />
           To approve the Program Standards & Practices Committee report.<br />
           Moved - William Lucy Second - June Makela<br />
           M/S/P Unanimous<br />
<br />
Subject<br />
           TECHNICAL COMMITTEE - Ken Ford, Chair<br />
Discussion<br />
           We discussed five issues yesterday, the first of which is the tower<br />
           situation at KPFK. We reviewed the proposal for $550K and recommend<br />
           it to be funded. There is potential grant support for half of that<br />
           amount. We have asked the station manager to submit a milestone<br />
           schedule showing the actual start of construction phase of the<br />
           project as well as the resource allocation as to how the funds will<br />
           be distributed. Copies of this will be made available to the Finance<br />
           Committee to make sure the project stays on schedule and on budget.<br />
           I also intend to personally monitor the project. We discussed<br />
           Pacifica's internet needs. Soon, we will unable to use our current<br />
           provider. Pete Bramson will look for alternative providers that will<br />
           meet the Foundation's needs. We are looking into the methods of<br />
           streaming all Pacifica stations on the internet to increase global<br />
           access. This is a longer-term project we would like to explore.<br />
           We discussed the funds CPB will be distributing for digital<br />
           conversion, what the process involves and how Pacifica can move<br />
           forward with the technology of digital radio. WPFW's Operations<br />
           Director has offered to give the committee a presentation on the<br />
           future of digital radio and where the Pacifica network need to be<br />
           heading with this new technology at the June meeting. This committee<br />
           has been also been offered a tour of Radio Free Asia during the June<br />
           meeting. Any board members who are interested in taking the tour or<br />
           sitting in on the presentation are more than welcome to join us.<br />
           Along with taking the lead with some other technical issues at KPFK,<br />
           Aaron Kriegel will be taking a closer look at how we may better<br />
           utilize our satellite technology. It is my hope he will be able to<br />
           do so as chair of that future committee. Lastly, I am interested in<br />
           assisting the national staff in creating an automation system in<br />
           order to provide management reports to the committee to track the<br />
           different issues that take place before the board meeting. I am<br />
           going to look at finding an inexpensive way to have these reports<br />
           available to station managers to utilize these reports to track<br />
           different activities.<br />
Motion<br />
           To approve the Program Standards & Practices Committee report.<br />
           Moved - Rob Robinson Second - June Makela<br />
           M/S/P Unanimous<br />
<br />
Subject<br />
OTHER ISSUES<br />
Discussion<br />
           New board member committee appointments: Aaron Kriegel will sit on<br />
           the Technical and Program Standards & Practices Committees; Jewelle<br />
           Taylor-Gibbs will sit on the 50th Anniversary and Board Governance &<br />
           Structure Committees; Robert Farrell will sit on the Board<br />
           Governance & Structure and Finance Committee and interim Executive<br />
           Committee member for representation from that signal area.<br />
PUBLIC COMMENT<br />
Motion<br />
           To adjourn the meeting.<br />
           Moved - June Makela Second - Ken Ford<br />
           M/S/P Unanimous<br />
           Meeting adjourned at 12:18PM PT<br />
<br />