From:
http://www.ringnebula.com/PNB/PNB_June_2000_transcripts.htm
PACIFICA FOUNDATION
BOARD OF DIRECTORS MEETING
Hilton Hotel 1919 Connecticut Avenue N.W., Washington, D.C.
Taken on the date of: Sunday, June 11, 2000
Start time: 9:00 o'clock, a.m.
PACIFICA FOUNDATION
2390 CHAMPLAIN STREET,
NORTHWEST WASHINGTON, D.C. 20009
Phone number: 202-588-0999
Before Elaine A. Merchant, a RPR
DR. BERRY: Hear, hear. The meeting will come to order. Hear, hear
the meeting will come to order. The first item of business --
Since I came on the Board, I've started a practice of having the
transcripts of the meeting put on the web site and distributed at
the stations, which worked for a while until various events
occurred.
Then before that time, someone from the staff always took notes at
the meeting to prepare the minutes of the meeting because the
transcripts were not recorded and put on the web site or distributed
to people. Once we began the practice of putting the transcripts on
the web site and distributing them, eventually the process of having
staff members take notes sort of went out the window.
We have had glitches twice in getting the transcript. And the staff
has been relying on the transcript to write the minutes, which
doesn't work we see. So, therefore, the transcript of the last
meeting is on the web site I'm told, but the minutes have not been
prepared.
And so what we're going to start today -- as we did yesterday at the
committee meetings -- is have a staff member take notes at the
meeting, in addition to having the recorder transcribe the notes so
that we can have minutes without waiting to see if we ever get the
transcription, because the two things just aren't working in sync.
So we've got the transcript up, but not the minutes. And as soon as
they are available, we will have to ask the Board at the next
meeting to approve both sets.
You will know what action items took place because when the
committees report to you, they will refer to the things that they
were instructed to do last time that were action items, and then
also one came with the transcript. As soon as the staff has finished
the minutes, I will ask them to send them to the Board in draft so
that you can see them, and then you can approve them at the next
meeting.
The next meeting of the Board will be in New York. And it's in
September. And does somebody know the date?
MR. ACOSTA: The last weekend in September.
DR. BERRY: The last weekend in September. Does somebody know the
date? Whatever the last weekend is in September in New York.
MS. LYONS: Could you just stop one sec so we can check the holidays
in September?
MR. BRAMSON: The dates would be the 29th, 30th and 1st of October.
MR. FORD: No, there are no holidays.
DR. BERRY: And the meeting in February, just to give you advance
notice, will be in Houston, and you will get the schedule for that.
But, anyway, the next one will be in New York in September.
MR. BRAMSON: Madam Chair?
DR. BERRY: YES.
MR. BRAMSON: The minutes, would that reflect both the October,
February and these June meetings?
DR. BERRY: That's what I'm saying. They will have to do separate
sets so that you can read them and approve them in an orderly
fashion.
MR. BRAMSON: Thank you.
DR BERRY: The other thing is we get down to the executive director's
report. But before the executive director gives her report, I just
wanted to say that I want the Board's indulgence to change the order
of the reports that will be given on the committees. That after the
executive committee report, we would have Board Governance. And then
we would have finance. And then we would have development and
technical and program policy, unless someone has an objection to
changing the order of the committee reports. Do you have an
objection?
MS. CAGAN: No, I have no objection, but I do have a question.
DR. BERRY: About that?
MS. CAGAN: No, not about that.
DR. BERRY: Is there an objection? Without objection, so ordered.
Yes?
MR. CAGAN: I just have a question about how the agenda is set for
the meeting? Because I have some ideas based on my first experience
here in this weekend that I would like to raise. And I don't know
when or what body I raise it with or who I raise it with about some
ideas about the agenda and types of discussions that we might
consider having.
DR. BERRY: Do you mean items for the agenda or bout how to format
the agenda?
MS. CAGAN: Both.
DR. BERRY: You would take those up with the Chair.
MS. CAGAN: All right.
DR. BERRY: Which you may do by e-mail, by phone, by arranged
meeting, by whatever means you wish to do so and have a discussion
of it. And then the executive committee would discuss the ideas,
depending on whether they make a major change of anything.
And you probably should do that -- The executive committee meets
every month. So you probably -- at least once every month the
executive committee meets. So you probably should do that -- in
advance of the next meeting, I would say you probably should do it
no later than the beginning of August so that the executive
committee could then in August consider the ideas if they're
substantive and if they require some kind of major change. If
they're minor, the Chair probably can indulge you -- minor meaning
that you're not going to turn the world upside down.
MS. CAGAN: Well, I don't know if they're major or minor.
DR. BERRY: -- indulge the ideas and simply make the change since the
Chair sets the agenda each year. Mr. Bramson?
MR. BRAMSON: Would that be then that we would submit those to Mr.
Acosta since he would be Chair for the September meeting, is that
correct?
DR. BERRY: I will be the Chair until I'm no longer the Chair. So you
will submit them to me and with a copy to Mr. Acosta. We're acting
in a tandem team now, so just give them to both of us.
MR. BRAMSON: Very good. And when would the tandem team no longer be
in existence?
DR. BERRY: When my term is up.
MR. BRAMSON: And is your term up when?
THE WITNESS: On a date in September which would be a year from the
date that I came. And I have to look up and see what date in
September that is. So whatever date it is, we will -- I'll get the
executive director to notify you since you have a particular
interest.
MR. BRAMSON: Thank you.
DR. BERRY: The executive director report. The executive director's
report. Please proceed.
MS. WASH: It's been a very stimulating three months. And I want to
thank the members of the Board and my administrative council for
being very supportive and for giving me advice during my initial
period. There are a few things I need to report out on, and the
first one are legal issues. I continue to work with Lynn Chadwick on
reviewing the options and to address the legal matters. There's
nothing that requires an action at this point in time.
The space for the formal office of the Foundation has been leased
out in Berkeley. We do have a proposal for a contract of some of our
SCA options that are out there. And we're very optimistic that
something will come out of that.
On recruitment, we have narrowed it down to two candidates for our
National Program Director. We are reviewing resumes for the
development positions that are throughout the Foundation right now.
And we are also reviewing resumes right now for the general manager
of KPFA. And add some additional staff too.
I want to introduce, first off, Joanne Meredith. She's the national
development director. Jim Bennett is the interim station manager at
KPFA. And Lou Hankins is the interim station manager at WPFW. I want
to also introduce Jennifer Spearman who has put in a lot of hard
work and time putting this thing together as the executive assistant
for the foundation.
And with that, as long as I'm talking about staff, this is the
administrative council. They've all worked very hard. And I want to
thank them all. This is Phyllis. I'm sorry. She's our PR staff. For
those of you who have been trying to get interviews or whatever with
me.
DR. BERRY: I wanted to -- I forgot to do this. I meant to do it in
the beginning -- to welcome the new Board members who were not here
at the last meeting to the work of this Board and to say how much
the Board appreciates their willingness to give their service and
time to this endeavor, and simply to welcome you.
The LAB chair report. Is the LAB chair from --
MR. MORAN: Question?
DR. BERRY: Is it about the LAB chair or before the LAB chair?
MS. LYONS: What is -- SCA options are what?
MS. WASH: That's the additional space on our antenna that we lease
out for discretional revenue.
MR. MORAN: What arrangements are going to be made for the KPFA staff
and local advisory board to participate in the interview and hiring
process for the KPFA manager?
MS. WASH: Well, right now that's what I'm looking through, the
resumes. I did post the process on the web site. After I narrow it
down, I'll call in and talk with Jim. And we'll set up some sort of
committee that can interview some of the candidates, the ones that I
think are qualified for the position. And I'll accept input from
that body.
MR. MORAN: Is that going to include station staff and community from
--
MS. WASH: It will be whatever -- it will be whatever group is put
together by the manager at that time. It's what's posted on the web
site.
MR. MORAN: Can that kind of material be sent to Board members,
particularly those of us that have been concerned with the hiring
process?
MS. WASH: Right now it's truly on the web. If you go to the Pacifica
web site and click on opportunities, then you'll see that, and it
will say process, and it's right there.
DR. BERRY: Any other questions on the executive director's report?
MS. LYONS: Just a quick question on the last one. Do you have have
more specific time deadlines so that if there are -- if people see
it on the web site the LABs or others want to make contributions,
they know what the deadlines are? Can you tell us when nominations
are closed -- or when positions -- your acceptance of resumes close
or something? Just give us a guideline. Everything is timely.
MS. WASH: The last deadline was June 3.
MS. LYONS: And that was a deadline for which?
MS. WASH: That was for all positions that were isted. And I would
have to look to see if that was posted on the web site, but the
deadline was June 3.
MS. LYONS: Okay. Is it possible for that to be extended for a short
period of time, or is it over?
MS. WASH: If I review resumes and do not find qualified candidates,
I can repost the position.
DR. BERRY: Any other questions on the executive director's report?
Okay. There were no action items, so we will simply accept your
report.
Is the LAB Chair from DC -- from WPFW here? I don't see her. It's
Mary Alice, right? I don't see her. She's not here, so we'll move on
to the committee reports. The first committee report will be the
executive committee, which I will report on.
The executive committee, first of all we, when we appointed Bessie
as executive director, we said at that time that the executive
committee would, in ninety days, have a discussion with her about
her impressions of what has happened to date and the committee's
impressions of what has happened to date and do a sort of -- have a
sort of informal discussion about that.
The committee has done that. And we have agreed that while there are
bumps in the road on both sides, we will move ahead as expeditiously
as possible to meet the challenges that we will all face in the next
few months. So I just wanted to report that.
Aside from that, the executive committee did not have any action
items. The committee noted and listened to the executive director
discuss the move. And we are very pleased that it was done in an
effective manner.
The executive committee also heard about the recruitment plans of
the executive director, some of which she has described to you.
We're very pleased about that, both for the program -- National
Program Director, and for the other posts where she is engaged in
searches.
We did not have any action items at the executive committee, so
there is nothing to report for action by this Board at this time.
With that, yes, Mr. Bramson?
MR. BRAMSON: When did the executive committee meet? Most recently,
excuse me.
DR. BERRY: The executive committee met on Friday evening, as it
usually does, every time there is a Board meeting.
MR. BRAMSON: And was that meeting posted at all or was it -- were
there any invitations issued to that?
DR. BERRY: As far as I know, everybody who was on the executive
committee received an E-mail or was talked to by somebody else on
the committee to tell them when the meeting was.
MR. BRAMSON: May I ask who had that communication with myself?
MR. ACOSTA: I spoke with Pete Bramson and told him about it Friday
morning at the Board training.
MR. BRAMSON: And when did you have that conversation with me, Mr.
Acosta?
MR. ACOSTA: Well, Pete, it was Friday in the Board training. I just
told you.
MR. BRAMSON: I do not recall that conversation. Could you refresh my
memory, please?
MR. ACOSTA: I don't remember the exact time, Pete.
MR. BRAMSON: Again, I'll be very specific. I do not recall the
conversation. So I'm feeling very awkward that there was a meeting
without my presence. Could you explain how that occurred?
MR. ACOSTA: Pete, I told you that because you had signed on to the
litigation and we were going to be listening to legal issues or
discussing legal issues, that you could not be a part of it. And you
said, I understand that.
MR. BRAMSON: So --
MR. ACOSTA: And you said, yeah, I can understand that. That's what I
remember you saying.
MR. BRAMSON: So you're portraying the conversation as an invitation
to the meeting, but that I could not attend because of litigation,
is that correct, Mr. Acosta?
MR. ACOSTA: Yes.
MR. BRAMSON: I do not recall the specific instance of an invitation
to the meeting. I just want to make sure I'm being very clear for
the record.
MR. ACOSTA: Well, we did discuss it. Whether I said you're invited
or not, it was understood by you because you said, yes, I understand
that.
MR. BRAMSON: The specific instance of the yes --
DR. BERRY: I don't think we're going to get anywhere with he said,
he said, I said, unless there were witnesses who are going to be
sworn to testify. All I know is -- Yes, Mr. Palmer?
MR. PALMER: I think that it's generally understood by everybody on
the Board that the executive committee on Friday evenings meets. I
mean, beginning on the first meeting I went to, I asked why the
other person from Houston wasn't around to go to dinner. And he
said, well, it's Friday night, it's always executive committee. You
have attended those meetings too. And there is part of the
responsiblity for you to find out when they are and speak to
whomever you need to to find out about it. But I think it's pretty
well known that Friday nights are when the executive committee
meets. And a lot of times the admin council goes out to dinner on
Friday night together. I mean, it's been going on like that for
years. And so complete ignorance of that process is not acceptable
right now. Some of it's on you as well.
MR. BRAMSON: I completely understand.
DR. BERRY: Well, you're not recognized yet, Mr. Bramson. Are you
finished?
MR. PALMER: Yes, ma'am.
DR. BERRY: And, in addition, in the last executive committee
meeting, which was on the telephone, I recall saying, I will see you
at the executive committee meeting at the Board meeting when we said
good-bye.
Everybody knows that we meet. And you knew it. And he, in fact, told
you. So to pretend like that you don't know there was a meeting is
just outrageous.
MR. FORD: Madam Chair, I may also add that you specifically said
Friday evening on that call.
DR. BERRY: Yes.
MR. ROBINSON: Madam Chairman?
DR. BERRY: Mr. Robinson?
MR. ROBINSON: I'm aware that the executive committee has been
meeting. I'm also aware that I haven't seen any minutes of the
meeting. Will those be available for us for the Board?
DR. BERRY: Are there any minutes?
MS. CISCO: Yes. There can be.
DR. BERRY: Yes.
MR. ROBINSON: When?
MS. CISCO: As soon as we get back, you can get a copy of them. We'll
E-mail them to you.
MR. ROBINSON: For all the executive committee meetings that we don't
have minutes?
DR. BERRY: No, no, no. We have sent executive committee minutes to
you in the past. If you did not receive them, there's some kind of
mistake. We thought you were referring to the one for this Friday
meeting.
MR. ROBINSON: No, no, no.
DR. BERRY: You don't have minutes?
MR. ROBINSON: I haven't received any in about 90 days.
DR. BERRY: You don't have any? Okay. Well, we'll make sure you get
them.
MR. ROBINSON: Thank you kindly.
DR. BERRY: Mr. Moran?
MR. MORAN: Madam Chair, I want to place on the record my continued
request that executive committee meetings be announced to the entire
Board, particularly the ones that happen while the Board is
convened. And I continue to state that it is my right to attend and
sit in in those meetings.
DR. BERRY: I've heard you. We would move on then to -- if there are
no other questions about the executive.
MS. LYONS: I would just second that proposal.
DR. BERRY: Which proposal?
MS. LYONS: The last proposal raised. And also request that I be
given -- you know, get the executive board minutes from the meeting
since I have participated in the governing board and participated on
the committees. I don't have anything.
DR. BERRY: Well, everyone is supposed to have minutes of the
executive committee meeting. That's the idea.
MS. LYONS: They'll send them. I understand.
DR. BERRY: The executive director, could you please make sure that
all of the members of the Board, including the new ones, and double-
check the old ones, have copies of the minutes of the meetings that
have taken place up to this Friday, and that they then get copies of
the minutes from this Friday's meeting, okay?
MS. CISCO: Yes.
MS. CAGAN: Just also -- I would also like to add my voice to the --
what was a recommendation or, you know, suggestion that executive
committee meetings, except when it might be necessary to go into
executive session at those meetings, be open meetings to the other
members of the Board if only in an observer status. Even if the
executive committee feels that just the executive committee should
speak at those meetings, I think the meetings should be open to the
other Board members. Again, unless there are particular personnel
issues or, you know, sensitive issues that have to be discussed in
executive session.
DR. BERRY: Okay. Anybody else have comments on the executive
committee having heard you? Okay, we will move on then to the next --
MR. BRAMSON: Is there a call for a vote on the motion?
DR. BERRY: Which motion?
MR. BRAMSON: To include people in the executive committee?
DR. BERRY: That's a motion?
MR. MORAN: I so move.
MR. PALMER: Can I have some clarification? Because it was included
in other stuff about him being seated and being able to attend. So
why don't you state succintly so I can understand exactly what it is
your proposal is.
MR. MORAN: I move that the executive committee meetings be noticed
to all Board members, and those that occur while the Board is
convened be open to the rest of the Board members in observer
status.
MR. PALMER: So you're removing your request to be on the committee?
I appreciate that.
MR. MORAN: Excuse me? For the executive committee? I've never
claimed that I've been on the executive committee.
MR. PALMER: Since you're not on the committee, you won't receive
that.
MR. MORAN: You're wrong, Michael. You're referring to the governance
committee. I am a member of the governance committee. That's not the
one I'm talking about. I'm referring to the executive committee.
MS. LYONS: Second.
DR. BERRY: The Chair is going to rule that this motion will be
referred to the board governance committee. It is out of order at
this meeting.
MR. MORAN: On what basis is it out of order?
DR. BERRY: The Chair makes a ruling of the Chair that this motion
should be considered by the Board governance committee and debated
and analyzed before it is brought before this Board. And then
motions of this kind go to that committee for its deliberation and
for its advice to this Board before the Board moves. I would ask
parliamentarily if there is some objection, that we have a motion to
overturn the ruling of the Chair. I've made my ruling.
MR. MORAN: I object.
MS. LYONS: I would like the minutes to be noted that there's a
second.
DR. BERRY: Yes, there was a second.
MS. LYONS: I'm not --
DR. BERRY: I heard the second.
MS. LYONS: There is a second that that be noted --
DR. BERRY: I heard the second, ma'am. I heard the second. I
acknowledge the second.
MS. LYONS: -- and the Parliamentary resolution be done later.
DR. BERRY: I acknowledge the second.
MS. LYONS: I heard you. Don't yell.
DR. BERRY: I acknowledge the second. I am ruling that the motion --
MR. MILLSPAUGH: What's the Parliamentary situation at this point? I
lost track.
DR. BERRY: They have made a motion. It has been seconded. I am
ruling that the motion is inappropriate at this time, and that the
substance of the motion should be referred to the Board governance
committee for its deliberation. And that we would simply table it
until that time because the ruling is it out of order. And that we
will debate it when it comes back to us from the Board governance
committee after they have discussed it, deliberated on it, and then
we'll have a discussion on the pros and cons and see where we go
from there. That's the ruling of the Chair.
Would someone like to move to overturn the ruling of the Chair, or
shall we proceed?
MR. MORAN: I want to put it for the record that I think that ruling
is inappropriate.
DR. BERRY: Well, then you should move to overturn it.
MR. MORAN: I don't should anything, Madam Chair.
MS. WASH: Can we move on?
DR. BERRY: I would ask for a vote and a motion to overturn the
ruling of the Chair so that I can see the yays and nays. Could
someone move to overturn my ruling and second it so we can get votes
on whether my ruling is overturned or not?
MS. CISCO: So moved.
DR. BERRY: Could I get a second?
MR. MILLSPAUGH: Second.
DR. BERRY: All right. All those in favor of overturning the ruling
of the Chair that this motion be referred to the Board governance
committee and be reported back to this body after it has been fully
debated, those who want to overturn the ruling indicate by saying
aye.
(No response.)
Those opposed to overturning the ruling?
(Aye.)
MR. MORAN: Abstention.
MS. LYONS: Abstention.
DR. BERRY: All those who abstained -- Let's put the yeas and nays.
All those who voted to overturn the ruling of the Chair, please say
your names so it can be recorded.
MR. PALMER: Michael Palmer.
DR. BERRY: You vote to overturn it?
MR. PALMER: No, no, no.
DR. BERRY: All those who voted to refuse to overturn the ruling of
the Chair, say your names as we go down the list.
MR. PALMER: Michael Palmer.
MR. MURDOCK: John Murdock.
MR. FARRELL: Robert Farrell.
MR. MILLSPAUGH: Frank Millspaugh.
MR. JOHNS: Wendell Johns.
MS. CISCO: Andrea Cisco.
MR. ACOSTA: David Acosta.
MR. FORD: Ken Ford.
MS. VAN PUTTEN:: Karolyn van Putten.
MR. LEE: Bertrum Lee.
MS. CHAMBERS: Valerie Chambers.
DR. BERRY: Is that it? All right. We have those names. Now, all of
those who abstain, could you please say your names?
MR. MORAN: Thomas Moran. This isn't an appropriate process.
MR. BRAMSON: Pete Bramson.
MS. CAGAN: Leslie Cagan.
MS. LYONS: Beth Lyons. I'm questioning the use of Robert's rules
here.
AUDIENCE: We don't have Robert's rules. We have Mary Berry rules.
DR. BERRY: We will move on. And could the audience please be in
order.
The Board governance committee's report is the next report.
MR. ACOSTA: Thank you, Madam Chair. The committee met on five
different occasions and considered four issues, which I will take
one at a time.
The first one was the LAB policies and procedures in general, and
the KPFK LAB in particular. As for KPFK, board members Robert
Farrell and Rabbi Aaron Kriegel are in the process of fact finding
in regards to a contentious relationship between staff and LAB. We
will continue this process later this month and report back to
committee for consideration of the findings.
As to the policy in general, there was discussion as to the
effectiveness of LAB where members were litigants in suits against
Pacifica. And communication with them accordingly would be minimal,
if not, nonexistent. It was agreed that we should resume meeting
with the council of Chairs, and we will ask LAB to appoint someone
in place of the litigant Chairs.
The document policies governing our local station advisory board was
reviewed, and there was discussion as to the necessity for revision
and clarification. There was also discussion of exploring the
possibility of how the Board can assist the LAB in their
ascertainment function, and how that would work and that work could
be presented to staff and Board. We will continue to work on this
issue.
The next issue was Board duties and responsibilities. The document,
Pacifica Foundation Board of Directors' Position Description was
reviewed. There was discussion of updating and revising it. There
were varying viewpoints as to whether or not to add an enforcement
mechanism to deal with unacceptable behavior.
There was discussion as to whether or not the revision should be
specific or wholesale. There was general agreement that help be
solicited from other similar organizations or the National Center
for Nonprofit Boards.
And we will continue to work on this issue. The third item was the
by-law amendment. The committee considered three proposals of the by-
laws regarding a 10/99 Board resolution to take no action to sell
the station. One proposal was submitted by Frank Millspaugh, one by
Tomas Moran, and one by Pacifica counsel after reviewing the first
two.
The committee voted five to two in favor of recommending to the full
Board the by-law amendment proposed by the Pacifica counsel, which
adds Section 2 of Article 1 and states, quote, the core asset of the
Foundation shall consist of the licenses issued by the Federal
Communication Commission for the following five broadcast stations:
KPFA, 94.1 megahertz, Berkeley, California; KPFK, 90.7 megahertz,
Los Angeles, California; KPFT, 90.1 megahertz, Houston, Texas; WBAI,
99.5 megahertz, New York, New York; and WPFW 89.3 megahertz,
Washington, DC. None of these five licenses may be voluntarily
assigned absent an amendment to this provision of the by-laws,
unquote.
Article 9 of the by-laws requires a two-thirds vote to amend it by
law. The proposed by-law amendment was not noticed with the notice
of this meeting of the Board of Directors, and, therefore, could not
be voted on today, but we should be able to vote on it at the next
meeting.
The last item was the proposed general procedures for Board
nomination process. A two-step process was discussed, which included
proper communication with all relevant parties at each stage of the
process. There was discussion as to the timing of each step and a
total.
Creation of classes of members with the same term limits was
suggested. It was decided that committee member Rob Robinson would
draft a process and then seek input from LAB and staff before we
decide on a final process. And that's where we are. That's my
report.
MR. MORAN: Question.
DR. BERRY: Yes.
MR. MORAN: Two items that I think were omitted from the report. One,
is that I presented an objection to the fact that the amendment that
I sent in to the Board Chair and to members was not submitted with
the packet at a decision of the Governance Committee, which I
believe is in violation of what is required for me to propose an
amendment. My amendment that I submit to you all should be forwarded
to the entire Board for vote. And this is the second time that it
has not been done so.
The second item is that I question my not being seated as a member
of the governance committee. I was a member of the governance
committee during the Board meeting in February, and I was also not
seated during that meeting. And I objected to the statement by the
Chair that I am not still a member of the full governance committee,
which is the nominating committee for this organization.
DR. BERRY: So noted. Any other comments? Yes.
MS. LYONS: I want to say that I have drafted the two proposals that
were referred to by Mr. Acosta's report in regard to the council of
Chairs in regard to input of the nominations process from everybody.
I've consulted with Mr. Murdock on one of them and Mr. Farrell on
the other. I just want to say that I will type them up and present
them to you for discussion as proposals.
The second thing I want to note in the minutes is that the
discussion over the -- in the, I think the second point on the LAB
policies and procedures -- the issues of enforcement. There was
debate on that. There wasn't a consensus. I was someone who spoke
out and questioned those issues.
And I think the minutes should reflect that it was a discussion
about and there was contention over that section. I understand it
was resolved. One way to resolve it would be further discussion. And
I will also look at what other -- how other nonprofit Boards deal
with the gamut of governing issues.
MR. ACOSTA: I want to repeat to what I said there. I didn't say it
was consensus. I said there were varying viewpoints as to whether or
not to add an enforcement mechanism to deal with an unacceptable
behavior.
MS. LYONS: Okay. That's fine. I'm sorry. I didn't get it all. Okay.
Thank you.
DR. BERRY: Mr. Bramson?
MR. BRAMSON: I'd like to place into nomination two names from local
Boards that's been nominated through an existing process to be
seated on the governing Board. One is from the Berkeley area of
KPFA, J. Imani. The next name would Khalil Jacobs-Fantauzzi from the
Los Angeles area. I'd like to place both names into nomination.
DR. BERRY: The Chair is going to rule the nominations out of order.
These nominees have not been vetted by the Board governance
committee, which is the body that makes recommendations for
nominations to this Board. And, therefore, the Chair is ruling under
Roberts rule of order, which applies to this Board. If you see the
by-laws of any matter where there is no provision, then Roberts
rules of order apply.
And we have a policy whereby the Board governance committee is the
place that recommends nominees. These nominees, to my knowledge,
have not been vetted, and we have no provision.
Also, LABs do not any more make nominations directly to this Board,
as you know, under the by-law amendment that was approved last
February by this Board. So I am ruling your proposal out of order.
That is the ruling of the Chair.
Does someone wish to speak to other matters or to propose that the
ruling of the Chair be overturned? Otherwise we will move on to
something else.
MS. LYONS: Can you reframe the issue?
A point of information. I'm requesting the Chair reframe the issue.
The issue isn't the ruling of the Chair. There's a substantive
issue. Could you clarify the procedures? Because there is an
understanding of procedures based on the by-laws about nominations.
And there may be a way to amicably dispose of the issue; i.e.,
accept the nominations, have some discussion, then put the
nominations in particular channels that's been raised here.
DR. BERRY: I made my ruling. You do not make nominations directly to
this Board. The process is to make nominations to the Board
governance committee. That is the process, if you will see the by-
laws.
MS. LYONS: But where? I'm sorry.
DR. BERRY: Candidates, for the record, may be nominated by the
Foundation's Board governance and structure committee. This is in
the by-laws.
MS. LYONS: Okay. So which number?
DR. BERRY: Article 3 of the by-laws, Section 2, nomination of the
records. So I think that is outcome dispositive. And I have made my
ruling.
Does someone wish to make a motion to overturn the ruling of the
Chair? If I hear some, we will have a vote on whether the ruling
will be overturned. Otherwise, any nominations that anyone wants to
make, they should make to the Board governance committee. Yes, Mr.
Ford?
MR. FORD: Given the fact that no one raised the objection to
overturn your ruling, I move that the report be accepted from the
governance committee and ask for a second.
MR. MILLSPAUGH: Second.
DR. BERRY: All in favor indicated by saying aye.
(Aye.)
DR. BERRY: Opposed? So ordered. Who said no? Maybe we should get the
yeas and nays.
All those in favor of accepting the report of the Board governance
committee, say your name starting with Mr. Palmer.
MR. PALMER: Mike Palmer.
MR. MORAN: Please note my objection.
MR. MURDOCK: John Murdock.
MR. LEE: Madam Chair, he's out of order. I'm getting tired of this.
He's out of order.
DR. BERRY: Mr. Lee, please, now you're out of -- you're both out of
order.
MR. LEE: I'm sorry.
DR. BERRY: I didn't recognize either one of you. When a motion is
made to accept a report, it means the entire report as it is
constituted on the record; that is, the meaning, unless something
else is stated. Please proceed. Mr. Palmer.
MR. PALMER: Michael Palmer.
MR. MURDOCK: John Murdock.
MR. FARRELL: Bob Farrell.
MR. MILLSPAUGH: Frank Millspaugh.
MR. JOHNS: Wendell Johns.
MS. CISCO: Andrea Cisco.
MR. FORD: Ken Ford.
MS. VAN PUTTEN: Karolyn Van Putten.
MR. LEE: Bertrum Lee.
MS. CHAMBERS: Valerie Chambers.
DR. BERRY: Those are the yeas. Could we have the nays for the
record?
MR. MORAN: Tomas Moran.
MR. BRAMSON: Pete Bramson.
DR. BERRY: Are there any abstentions?
MS. CAGAN: I'm abstaining. Leslie Cagan.
MS. LYONS: Beth Lyons.
MR. ROBINSON: Rob Robinson.
DR. BERRY: Yes, we heard the abstentions. All right. So recorded and
ordered.
MS. CAGAN: I have a question. At the Board training on Friday
several items came up for discussion that were discussed, but there
was no resolution to them.
And there was a suggestion that everybody in the room -- I think
everybody in the room agreed that they should be referred to the
governance committee.
And I'm just wondering -- I tried to get this raised, but I wasn't
called by the Chair at that committee meeting. I'm just wondering
what the process is when those items will be discussed and so then
when the full Board will be able to get a report on those items?
DR. BERRY: Why don't you for the record here, so that there is no
mistake, iterate what items you want to reinforce the notion that
they should come back. Because in the normal course of events they
should. But just for the record, go ahead.
MS. CAGAN: So the items that I recall, and there might have been
other items as well, was the whole process of sharing information
and trying to figure out how to regularize minutes of meetings,
reports, proposals, by-law suggestions, all the information. That
was one set of questions.
Another set of questions had to do with -- for lack of a better word
-- relations between the Board and the staff. Who can call who when?
Can the Board call the staff, can the staff call the Board? That
whole set of questions.
And then there were a whole set of issues about how items get placed
on the agenda and what happens either for committee agendas or for
the full Board meeting agendas?
And then what happens when someone believes that they have followed
the process and it doesn't result in their item getting on the
agenda? How does that get clarified and dealt with?
Those are the things that I recall from the Friday Board training.
DR. BERRY: Okay. I very much appreciate that.
And so this is a reminder to the Board of governance and structure
committee that these items should be on your agenda and deliberated
and some responses brought back to the Board. Mr. Robinson?
MR. ROBINSON: For the record, I would just like to point out that
during the Board governance and structure committee meeting a
request which I had placed requested to be placed on the agenda to
Mr. Acosta was declined. This request was made in a timely fashion.
DR. BERRY: Anybody else have anything else they want to say about
this?
All right. We will then move to the finance committee report.
MR. PALMER: Thank you. The finance committee meeting yesterday went
over initially what had transpired from the last meeting to the
current one in committee, which was the mid-year budget review
revision process. And we stated then that on April 26, on a
conference call, that we had addressed the budget revision requests
from KPFT, WPFW and the national office. And those requests were
approved on the conference call and minutes were sent out by E-mail
to all the members on the Board, including those that weren't on the
conference call.
And I pointed out as well that the budget revisions requests for
KPFK, WBAI and KPFA as well had been approved through the normal
proven budget process, which means that the senior staff had
approved those requests. So all of the units had requested upward
revisions on their budgets, and those had been approved. And we were
glad to have the opportunity to approve those. There have been
questions that had been raised, not through the committee, what I
think was the appropriate manner, but I wanted to address them so I
read a statement that I'll read again just so that it can be
formally acknowledged in the minutes. It has to do with our budget
process. The operating units of the Pacifica Foundation have
historically and currently done fundraising through various means in
support of local operations. Pacifica Foundation issued an annual
audited financial statement, as well as periodic year-to-date
statements for governing Board use which detailed the financial
performance of network operating units in the Foundation overall.
The Pacifica Foundation is the legal entity vested with the ultimate
responsibility from the Internal Revenue Service and the Federal
Communications Commission for proper conduct of local operations.
Pacifica's current proven income budgeting process accounts for
surplus and deficit financial performance on a cumulative basis.
Proven past practices are utilized in the disposition of deficits
and surpluses as well. All operating budgets are approved by the
Pacifica Foundation governing Board. Requests for variances are
submitted by local general managers through senior staff for Board
approval. Historically speaking, surpluses have been used for debt
retirement and capital expenditures and have not been allocated to
any other operating unit.
That addressed some of the questions that had come up to the finance
committee.
For the coming Board meeting in September now, the committee will be
involved after the senior staff in reviewing the 2001 budget. The
managers and the CFO will be doing what they normally do in terms of
submitting and reviewing initial drafts of the budget. And then the
finance committee will review these budget preparations and make
recommendations that will ultimately come to the Board for approval
in September at the next meeting. So we will be doing that in the
coming months.
As well it is noted or mentioned by the CFO that the Foundation will
begin to initiate a five-year budget process so that everybody
within the Board, on the staff, and in the general public can get a
further look into the future about what the financial -- strictly
the financial needs and expenditures of the Foundation will be. And
I think it will be a useful tool for everybody to further understand
what it takes to operate the network.
I had wanted to take some time, and I'll repeat it here, to
acknowledge some of the good work that had been done at the
individual stations thus far this year. So, please, indulge me, if
you will.
WPFW, they had done, I think, an outstanding job of accommodating
the national office and taking it into their quarters. And,
specifically, Bessie Wash, Lou Hankins, Jennifer Spearman and Joanne
Meredith had done, I think, a very, very good job in handling that,
as well as Bob Daughtry in getting them into their physical
quarters.
KPFT has completed a face-lift on the exterior of their building --
paint, new windows that are waterproof and insulated, which is a big
thing in Houston. That has been completed. And interior improvements
are under way as well.
And for any of you all who have been to Houston, this is a pretty
old building in a very historic part of town. And these are needed
improvements to be a good citizen in our neighborhood.
And Garland had mentioned that the audience has doubled in Houston
in the last two years, which is an accomplishment. And we're
expecting good things in the future as well. I wanted to acknowledge
Garland and Molly, Edmundo, Mary and Mike for their entire work, as
well as all of the staff as well.
KPFK is doing well financially, especially considering the fact that
right now they don't have a development director. They've had to
work particularly hard over the last several months to continue to
perform on budget. And I think they've been doing a great job to the
point that they were able to eliminate two days from their most
recent fund drive, which is a good signal to me that all -- not just
for KPFK, but for all the units, that they're beginning to
understand how more effectively to achieve their financial goals on
these fund drives and sparing the citizens and the listeners of two
more days of pleading for more support. So we want to congratulate
them on that.
KPFA is performing very well. Their listenership, as well as
financial support, has come through as anticipated through all the
current events. And we think now that KPFA has a tremendous
opportunity before them to retain and sustain these new listeners
and the added growth that has come with it. And we wanted to do
everything that we can to support that. And that's why the budget
revision was approved. And we will do all we can to continue to
support that as well.
WBAI is still on budget through their most recent drive and working
very hard. So I wanted to mention those specifically, and give a
particular nod to Sandra Rosas for picking up the lion share
management in the archives in addition to doing her CFO job. This is
another example of how we get a tremendous amount of effort and work
out of the support staff, the whole staff, in Pacifica when Sandra
can do all the work she does and answer all the questions that come
to her, and, in addition, begin to pick up the archive work. It's a
tremendous tribute to her willingness to continue to extend herself
for the Foundation, and I thank her for that.
So then on the individual units financially, I won't be long on
this, Sandra indicated that all of the units are doing better than
expected. Overall, through the Foundation we're about 13 percent
above budget on revenue, or listener support, as you would have it.
If all goes as planned, four out of the five units will have
surpluses at the end of the year. All of them will come in on
budget, which is one of the first times this has happened in a very,
very long time and gives some indication that the current direction
that we're heading in is beginning to bear some fruit, and we hope
it can continue.
From the manager's statements, just a few things I wanted to
mention, KPFK is beginning to undertake their tower project. Final
approvals are imminent. And the actual construction of the tower
will begin, I think, this year. But it's important to know that that
project is replacing the control rooms, providing new transmitters,
changing out antennas, and it's actually building a new tower. It's
their fundamental infrastructure items that we have to continue to
do. And all of the work that they've been doing is supporting that
along with NTIA grants from the government and all.
The efforts being made in DC and that are contemplated in Berkeley
to this have to go forward. They have to be supported. There's no
question about whether we will do these. It's how quickly and how
well. And then the --These are some of the notes that I made. That
WBAI has had a tough year, but they, again, are on budget. Part of
the fact that it's a tough year is they're adhering to our proven
income budget process whereby when you accumulate a deficit, you
have to repay it. And that's one of the things that's making it a
little difficult for Valerie to show a larger surplus than what they
would have. And if they perform the way they have this year, in 2001
they should have quite a bit of room for growth and further support
of the staff in their projects.
That's about it.
DR. BERRY: Okay.
MR. MORAN: Question.
DR. BERRY: Yes, Mr. Moran.
MR. MORAN: Michael, since the last time we met, we've received a
final copy of the auditor's report for the year ending September
1999. And on note 19, which details the expenditures that were done
at KPFA that amount to $440,000 that related to the closure of the
station in regards to expenditure, there's a note that says that the
national Board has determined that KPFA will repay these funds over
five years.
The last discussion that I recall in the October meeting was the
Chair and the Board announcing that those funds would not be paid
back with listener funds. And it is noted here that KPFA in this
note will repay it with, quote, non-listener funds. But I do not
recall a Board decision that said that KPFA was going to repay that
rather than that some other means of raising that money was going to
be made. So I want to know where in the process -- And, also, in the
current financial reports I notice a debt retirement amount of
$100,000 for KPFA, which I assume is related to that. And I want to
know where exactly was it decided by the Board that these would be
charged back to KPFA?
So I need a copy of the minutes of whatever meeting the Board
decided that that money would be paid by KPFA, which I do not
recall.
DR. BERRY: I will answer because he asked about the Board, not about
your committee, okay? We decided this in an open public meeting at
the last Board meeting.
MR. MORAN: Which one?
DR. BERRY: The last Board meeting.
MR. MORAN: You decided that KPFA --
DR. BERRY: No, no, no. In Houston we decided this. It was
reiterated. It is in the transcript, which you will see.
MR. MORAN: That KPFA would repay it?
DR. BERRY: And there is no doubt about the fact that we decided
this. And we will --
MR. MORAN: So I will find it in the transcript that KPFA --
DR. BERRY: You will find the discussion of it. You don't have to
repeat it, sir. I know what I'm saying and I heard you.
MR. MORAN: I'm putting it in the record.
DR. BERRY: I am going to put it in the record myself. Thank you.
The Board decided that KPFA would repay from non-listener funds the
costs that you are discussing. And that no listeners funds would be
used for the cost of the security for the public relations that
happened at KPFA during that crisis. This audit note is consistent
with what the Board decided.
Do you have further information on this, Mr. Palmer?
MR. PALMER: I was going to just simply say that in Houston it was
clearly stated that the discretionary income would be utilized to
repay these things. It was clearly stated before the huge public
gathering and also members of the Board and it is consistent with
what was decided.
MR. ACOSTA: I will make a motion that we accept the finance
committee report.
MS. WASH: Second.
DR. BERRY: All those in favor?
MS. LYONS: Two quick questions. Two procedural questions of finance.
DR. BERRY: Yes.
MS. LYONS: The first question is, is it possible to get copies of
this audit? I'm a new member to the finance committee. Can we get
copies of this audit?
DR. BERRY: No problem. We'll put it out.
MS. LYONS: The other thing is, do you have a schedule, sort of, of
finance committee meetings or how often would they be able to meet
before next September?
MR. PALMER: It's always driven by need. It's not scheduled. We did
the budget revisions this time after Sandra and the senior staff had
completed their review of things. So it will be impossible then to
say we're going to meet specifically on this date, because it
wouldn't necessarily allow them enough time to do the work.
MS. LYONS: It will be before the next thing, right?
MR. PALMER: It will clearly be before the next Board meeting. And
the only things that we know that we will be addressing would be
once the managers and senior staff have completed their proposed
2001 budget, then we would take a look at it, a preliminary look at
any committee further before making a recommendation.
DR. BERRY: A short answer is you don't know. All in favor of
accepting the report indicate by saying aye.
(Aye.)
DR. BERRY: Opposed?
(No response.)
DR. BERRY: Abstentions?
(No response.)
DR. BERRY: So ordered. I think -- I don't know if anyone signed up
to speak. We're not there yet. But if you haven't, there's a list
over there on that table just in case -- or Phyllis has it in the
red -- in case anybody does want to speak at public comment.
I have to step out for a minute, so I'm going to turn this over to
Dave.
MR. ACOSTA: All right. The next report is the development committee.
MR. MURDOCK: Thank you, Mr. Chairman. The Development Committee met
in its currently constituted way with Board members for the first
time yesterday. We made several decisions about where we want the
development committee to go and what we see its role as being. But
this is a work in progress and it's a work in progress that the
committee has agreed it wants to proceed with quickly in order to
begin accomplishing the important purpose that it has to raise funds
for the achieving of the Foundation and the stations' mission.
And the objective is to raise funds and raise substantial funds from
sources other than the traditional listener sources so as to bring
added substantial resources to the ability of the stations and the
Foundation to do the things that they need to do.
Some of the projects that we would anticipate that the development
funds will be focused on will be national programming, station
needs, some of which are going to be needs, for example, for
technical things, equipment, and so on, and for archives
restoration. The development committee is looking to the staff. In
particular, the staff is led by Joanne Meredith and Sandra Rosas to
develop with the stations a plan of action that the development
committee can support.
One of the things that was noted in the meeting is that at this
point in time all of the stations are ahead of their listener
support projections for this year. And that is an extremely positive
thing. Because what it means is that people in the community are
responding to the stations, want the stations to be on the air and
support what the stations are doing. And the development committee
looks forward to helping that process along. Finally, I want to
thank the staff who I'm going to be working with very closely and to
let members of the committee know and to let the public know that
the committee will be meeting probably by conference call every
several weeks, so that when we come back at our September meeting we
will have a detailed plan of action and can make decisions at that
point in time about how much money we expect to raise and the
methodology by which we expect to do it. Thank you, Mr. Chairman.
MR. ACOSTA: Does anybody have comments on that? Miss Cagan?
MS. CAGAN: As a member of that committee, I just wanted to add also
that we did ask, and the national staff said that they would provide
as soon as, you know, reasonable, projections in terms of how much
money is needed above and beyond what the individual stations need
for a national program, for national staff overhead, for the
archives, you know, the other pieces of this budget that are outside
of the five stations so that the development committee could set
some goals in terms of the amounts of money it needed to try and
help generate by, you know, a certain date.
So we're looking forward to working with the staff on having those
figures so that we can help, you know, focus our fundraising goals
in a clear way.
MR. ACOSTA: Anyone else? Can I have a motion to accept the committee
report?
MR. MILLSPAUGH: So moved.
MR. MURDOCK: Second?
MR. ACOSTA: Any abstentions?
(No response.)
MR. ACOSTA: Okay. So ordered. The next committee report is the
technical committee.
MR. FORD: Basically, yesterday we were delighted to have a
presentation by a representative from Audiobasket.com. This is a
company that's on the leading edge of delivery of radio media to the
public. They have created a process whereby program content is taken
together and particularly packaged, let's say, for individual
listeners to be delivered via either cell phone or over the
internet.
The representative gave us some great ideas as to what the future of
radio is as far as delivery is concerned. As many folks know, the
whole technology is changing. The traditional means of broadcast
will continue. However, there are newer methods by which the
delivery of program content can be done.
The presentation was for the benefit of the Board at large to
understand what the technology of the future holds for us to start
thinking about how we're going to conform to the newer method of
delivery in the future. Members from the staff of PFW, station
managers primarily, as well as the Board members, were very
enlightened, so to speak, as to what's going to be done. We came up
with a recommendation that the Pacifica staff work with Audiobasket,
as well as other companies of this nature. Not to enter into any
type of agreement, but to better understand what the future holds
such that we can position ourselves to be competitive, as well as be
current with the technology that's available.
The second portion of the meeting d