Pacifica National Board-Teleconference (Open Session)

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

Originating in Various Locations

Thursday, September 27, 2012

Meeting Minutes

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:38 PM Pacific Daylight Time
with an initial quorum of 15.

I.a. Roll Call / Establish Quorum

Nineteen members were present, constituting a quorum:
Ken Aaron (KPFK), 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), Efia Nwangaza (Secretary,
Affiliates),
Laura Prives (KPFA), Summer Reese (Chair, iED, KPFK), Marcel Reid (WPFW),
George Reiter (KPFT), Tracy Rosenberg (KPFA), Andrea Turner (KPFA).

Three members were absent: Ivon Alcime (WPFW), Dan Siegel (KPFA),
Alex Steinberg (WBAI).

Also present: LaVarn Williams (Pacifica CFO), John P. Garry III (Recording
Secretary).

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

[Audio Part 1 pnb120927a.mp3]

I.b. Excused Absences

None submitted.

I.c. Designate Timekeeper (5:42)

Crosier agreed to be the timekeeper.





II. Open Session Agenda Approval (5:42)

Bediako moved: The Personnel Committee Report, including ED and CFO job
description motions, shall be placed after the Finance Committee Report and
before the Governance Committee Report. Johnson seconded. Johnson called the
question. An objection was noted.

Motion failed by a roll call vote: Yes-7, No-7, Abstain-1.

Yes-Bediako, Bethune, Brazon, Johnson, Nwangaza, Prives, Reid.
No-Aaron, Allen, Birden, Crosier, Gray, Lexa, Rosenberg.
Abstain-Reiter.
Present not voting-Reese.

Aaron moved to approve the agenda. Rosenberg seconded. Objections were heard.
Aaron called the question.

Agenda approved by a roll call vote: Yes-9, No-5, Abstain-2.

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

III. Minutes Approval (5:56)

Allen moved approval of the August 9, 2012 open session minutes. Nwangaza
seconded. Passed without objection.

Nwangaza moved approval of the August 16, 2012 open session minutes. Rosenberg
seconded. An objection was noted.

Minutes approved by a roll call vote: Yes-12, No-0, Abstain-4.

Yes-Aaron, Allen, Bethune, Birden, Brazon, Crosier, Gold, Gray, Lexa, Nwangaza,
Reiter, Rosenberg.
Abstain-Bediako, Johnson, Prives, Reid.
Present not voting-Reese.

Nwangaza moved approval of the September 13, 2012 open session minutes.
Rosenberg seconded. Passed without objection.

Nwangaza moved approval of the September 20, 2012 open session minutes, Gray
seconded. An objection was noted.



Minutes approved by a roll call vote: Yes-13, No-0, Abstain-3.

Yes-Aaron, Allen, Bethune, Birden, Brazon, Gold, Gray, Lexa, Nwangaza, Reid,
Reiter, Rosenberg, Turner.
Abstain-Bediako, Crosier, Johnson.
Present not voting-Reese.

IV, V, VI.

Omitted.

VII. Committee & Task Force Reports / Finance Committee (6:04)

Rosenberg (Finance Committee Chair) brought three station budgets to the floor
and provided an overview of each budget, which were forwarded electronically to
the Board prior to the meeting. In lieu of an Excel file, a cover letter for
the WPFW budget was forwarded electronically to the Board prior to the meeting.
There was additional reporting by the CFO.

Motion 1 - WPFW Budget:
That the WPFW budget as approved by the NFC on September 12, 2012, be approved
by the PNB. (Approved by the NFC without objection).

Johnson moved approval. Allen seconded. Budget approved without objection.

Motion 2 - WBAI Budget:
That the WBAI budget as approved by the NFC on August 21, 2012, be approved by
the PNB. (Approved by the NFC: 6 yes, 0 no).

Crosier moved to extend five minutes. Lexa seconded. Passed without objection.
Discussion continued. Aaron moved approval of the budget. Rosenberg seconded.
An objection was heard.

Budget approved by a roll call vote: Yes-9, No-7, Abstain-0.

Yes-Aaron, Allen, Bethune, Crosier, Davis, Gray, Lexa, Reiter, Rosenberg.
No-Bediako, Brazon, Gold, Johnson, Nwangaza, Prives, Turner.
Present not voting-Reese.

[Audio Part 2 pnb120927b.mp3]

Rosenberg reported that the KPFK budget had been passed by the NFC but was not
ready for presentation to the Board and will be addressed at the next week.

Motion 3 - KPFA Budget:
That the KPFA budget as approved by the NFC on September 5, 2012, be approved
by the PNB. (Approved by the NFC without objection).

Turner moved to extend five minutes Allen seconded. Passed without objection.
Discussion continued (7:06)

Aaron moved to approve the budget. Crosier seconded. An objection was noted.

Budget approved by a roll call vote: Yes--9, No-7, Abstain-1.

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

Motion 5 - GMs/BMs at Quarterly Reviews
"When the quarterly reviews are scheduled the General Managers shall be invited
to attend, or attend with their Business Managers, or to be represented by the
Business Managers, at a dedicated time certain." (Approved by the NFC: 7 for, 0
against).

Rosenberg moved approval. Passed without objection.

Motion 6 - Interstation transfers (amended by Aaron and Reiter)
The CFO is responsible for reporting to the PNB on a quarterly basis all
interunit transfers beginning November 1, 2012.

Amended motion passed without objection.

The meeting adjourned at 7:32 PM due to the expiration of time. The Board
reconvened in executive session from 7:36 PM to 9:04 PM PST.

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on October 4, 2012)

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