Pacifica National Board-Teleconference (Open Session)

8:30 PM EDT, 7:30 PM CDT, 5:30 PM PDT (scheduled)

Originating in Various Locations

Thursday, May 10, 2012

Meeting Minutes

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:43 PM Pacific Daylight Time.

a. Roll Call / Establish Quorum

Nineteen members were present, constituting a quorum:
Ken Aaron (KPFK), Ivon Alcime (WPFW), Teresa Allen (KPFT), Nia Bediako (WBAI),
Wesley Bethune (KPFT), Carolyn Birden (WBAI), Lydia Brazon (KPFK),
Bill Crosier (Vice-Chair, KPFT), Kathy Davis (WBAI), Revalyn Gold (WPFW),
Heather Gray (Affiliates), Campbell Johnson (WPFW), Ali Lexa (KPFK),
Laura Prives (KPFA), Summer Reese (Chair, KPFK), Marcel Reid (WPFW),
Tracy Rosenberg (KPFA), Dan Siegel (KPFA), Alex Steinberg (WBAI).

Three members were absent: Efia Nwangaza (Secretary, Affiliates), George Reiter
(KPFT), Andrea Turner (KPFA).

Also present: Arlene Engelhardt (Pacifica Executive Director), LaVarn Williams
(Pacifica CFO), Andy Gold (Pacifica General Counsel), Ross Wisdom (Auditor),
John P. Garry III (Recording Secretary).

The audio for this meeting can be accessed at KPFTX.org

[Audio Part 1]

Agenda Approval (5:46)

The Agenda of April 4, 2012 was used by the Chair to assemble the agenda for
this meeting. Approval of minutes was postponed without objection.

AGENDA
Approval of minutes
Executive Director Report
CFO Report
Board Chair Report-Out
FRAT motion
Coordinating Committee update on in-person meeting
Auditor's Report
Election Committee
Adjourn to Executive Session

The Agenda was approved without objection.

Minutes Approval (5:54)

Crosier moved approval of the following open session minutes:

May 25, 2011 open session
January 5, 2012 open session
January 12, 2012 open session
January 27, 2012 open session
January 28, 2012 open session
January 29, 2012 open session
January 30, 2012 open session
February 29, 2012 open session
March 22, 2012 open session

Passed without objection (fours sets of open session minutes were omitted from
the motion because some members were not able to open a recently-forwarded zip
file).

Executive Director Report (5:57)

The Executive Director reported on audit extensions, budget cuts at KPFK and
recommended postponement of Pacifica elections. Discussion followed.

Point of order from Aaron: Requested a time-certain on each agenda item.
Discussion continued. Aaron called the agenda. Discussion continued.

CFO Report (6:13)

The CFO reported on financial matters. Discussion followed.

Executive Session Report-Out (6:19)

The Chair reported: "Whereas numerous members of the Pacifica Foundation have
objected to the use of the law firm Jackson-Lewis in litigation, it is hereby
moved that the Pacifica Foundation wind down current engagements, including
consultation services, with the Jackson-Lewis firm given fiscal prudence and
enter into no new engagements.

The existing engagements referred to in paragraph 1 of this motion are Manilla
vs. Pacifica, White vs. Pacifica, the Daughtry matter and any other existing
engagements not mentioned here."

Financial Reform Audit Task Force (FRAT) (6:20)

Aaron (FRAT Chair) moved the following:

Motion 1: Business Managers:
"The lines of authority within network management should be specifically and
carefully defined in order to reinforce the position of the CFO in regard to
the station Business Managers in order to ensure the proper financial
management of the Foundation. Further, the PNB expects business managers to
adhere to network-wide reporting standards and schedules." approved by a vote
of 6 yes, 2 no, 1 abstention

Motion passed by a roll call vote: Yes-10, No-6, Abstain-2:

Yes-Aaron, Alcime, Allen, Birden, Crosier, Davis, Gray, Lexa, Rosenberg,
Steinberg.
No-Bediako, Brazon, Johnson, Prives, Reid, Siegel.
Present not voting-Reese.
Abstain-Bethune, Gold.

Elections Committee (6:31)

Birden (Elections Committee Chair) reported (see Appendix A) and moved the
following:

"Whereas significant costs and technical problems have been associated with
tallying ballots individually at five (5) stations, and Whereas this procedure
is not required by the bylaws; therefore be it resolved that the Elections
Committee endorses the concept of tallying ballots at a central location, in a
method that adheres to all bylaws requirements. This should not be construed as
paying for observers' travel. (PASSED 8-5)"

Crosier moved to postpone. Motion withdrawn after an objection was heard.
Discussion continued.

[Audio Part 2]

Aaron called the question.

Motion passed by a roll call vote: Yes-11, No-4, Abstain--2.

Yes-Aaron, Alcime, Allen, Bethune, Birden, Crosier, Davis, Gray, Lexa,
Rosenberg, Steinberg.
No-Bediako, Brazon, Johnson, Prives.
Present not voting-Reese.
Abstain-Reid, Siegel.

Audit Committee (6:48)

Ross Wisdom (Auditor) reported on on-going audits. Discussion followed.
Responding to a request from Rosenberg, Wisdom committed to send adjustment
entries to the CFO only.

The meeting adjourned without objection at 7:33 PM. The board reconvened in
executive session immediately afterwards.

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on May 24, 2012)

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Appendix A- Elections Committee Report

Pacifica National Board
Elections Committee
Report: May 2, 2012

The PNB Elections Committee has passed the following motion (May 1, 2012):

Whereas significant costs and technical problems have been associated with
tallying ballots individually at five (5) stations, and Whereas this procedure
is not required by the bylaws; therefore be it resolved that the Elections
Committee endorses the concept of tallying ballots at a central location, in a
method that adheres to all bylaws requirements. This should not be construed as
paying for observers' travel. (PASSED 8-5 )

This change in protocol should save the foundation a considerable amount of
money in the elections process. Questions about transparency and security were
addressed at the meeting: there can certainly be provision for posting
individual ballots on line; for observers from LSBs to be present at the
central location; for the tallying process to be livestreamed on videocam or
taped for review later. Past practices including distribution of station
results on CDs and on line for interested members can certainly be continued.
Any company hired to do the balloting and tallying will have security measures
in place that will be part of their contract and their standard procedure for
assuring us that the process is not tampered with.

Otis Maclay, the developer of the software for registering hours worked and
other data by staff members in all stations, tells us the program has been
completed: this is good news, because it means that general managers can now
have records of who worked when and on which program. This information should
make compiling staff databases for each station's elections much easier, and
result in much more accurate descriptions of work done by, especially,
volunteer (unpaid) staff members entitled to ballots in our elections. The data
entered should discourage conflicts over who has worked the requisite number of
hours in the months preceding the date that ballots are mailed out. The forms
to be filled out (on line) include data about time worked, programs/producers,
and verification of the data entered. The system, as Otis says, "is as ready
to go as it can be until people use it." Training is available (from Otis) for
GMs and others who would like to learn how to use the software. However, the
Executive Director announced at the EC meeting on May 1st that the software
would not be officially mandated this year. No explanation was given for this
postponement.

The PNB requested that the Elections Committee return recommendations for cost
savings measures for the 2012 elections; so far we have not been able to
address questions raised by proposals sent in by vendors because there has been
a delay in interviewing and hiring a National Elections Supervisor. We have
discussed these questions ourselves, but have not yet interviewed vendors; the
ED of course will interview and select the NES, but the EC will also interview
candidates and pass recommendations to the ED.

The EC has formed a workgroup to continue searching for cost-cutting measures
that would make the upcoming elections affordable. Recommendations of this
group will be returned to the entire EC by May 15th.

Our next meeting is June 5th.

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