Pacifica National Board-Teleconference (Open Session)

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

Originating in Various Locations

Thursday, October 11, 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 19.

I.a. Roll Call / Establish Quorum

Twenty-one 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),
Efia Nwangaza (Secretary, Affiliates), Laura Prives (KPFA), Summer Reese
(Chair, iED, KPFK), Marcel Reid (WPFW), George Reiter (KPFT), Tracy Rosenberg
(KPFA),
Dan Siegel (KPFA), Alex Steinberg (WBAI).

One member was excused: Andrea Turner (KPFA).

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

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

[Audio Part 1 pnb121011a.mp3]

I.b. Determine Excused Absence (5:42)

The excused absence request of Turner was accepted without objection.

I.c. Designate Timekeepers (5:42)

Reiter volunteered to be the timekeeper.

II. Open Session Agenda Approval (5:42)

Allen moved to amend: Place "Motion from Campbell Johnson-rescind motion on in-
person meeting" after CFO Report, before Committee and Task Forces. Johnson
seconded. Responding to a request from Aaron, The Chair asked the timekeeper to
enforce a 60-second time limit for speaking.

Motion to amend the agenda failed by a roll call vote: Yes-9, No-9, Abstain-1.

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

Aaron moved to approve the agenda. An objection was noted.

Agenda approved by a roll call vote: Yes-11, No-9, Abstain-0.

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

III. Minutes Approval (6:02)

Postponed without objection.

IV. Omitted

V. Interim Executive Director's Report (6:04)

The iED reported. Discussion followed. Johnson moved to extend five minutes.
Passed without objection. (6:09)

Crosier moved: The schedule for proposed Bylaws amendments be changed to make
the notice date today [October 11, 2012], so that voting on the proposed
amendments will take place in December by the PNB and delegate assemblies.
Reiter seconded.

Motion passed by a roll call vote: Yes-16, No-1, Abstain-2.

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

VI. Chief Financial Officer's Report (6:19)

The CFO reported. Discussion followed. Johnson moved to extend five minutes.
Passed without objection (6:26). Discussion continued.
[Audio Part 2 pnb121011b.mp3]

Reiter called the orders of the day. Prives moved to cancel the executive
session. Bediako seconded.

Motion to cancel passed by a roll call vote: Yes-15, No-1, Abstain-2.

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

The iED left the call and Crosier took the Chair (6:45)

VII. ED Job Description-Revisions and Approval (6:45)

The Draft Open Session Minutes of October 4, 2012 were forwarded to the Board
to review previous amendments made to the ED Job Description (see Appendix A
for ED Job Description).

Aaron moved to amend General Administration, Paragraph 2: "and other business
units." Reiter seconded. Passed without objection Aaron moved to amend
Finances, Paragraph 19: Add "All major expenditures as appropriate." Delete
"and unbudgeted expense approval." Steinberg seconded. Brazon moved to divide
the question. Aaron seconded and called the question on division. Motion
divided without objection.

Aaron moved to withdraw the first amendment to Finances, Paragraph 19. Gold
seconded. Amendment withdrawn without objection.

Brazon moved to substitute Finances, Paragraph 19: "provided it is budget-
neutral." Bediako seconded. After discussion Brazon moved to withdraw.
Amendment withdrawn without objection.

Amendment to Finances, Paragraph 19: Delete "and unbudgeted expense approval."
passed by a roll call vote: Yes-9, No-6, Abstain-3.

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

Aaron moved to refer to the Search Committee. Gray seconded. Steinberg moved to
amend: Refer to the Search Committee for final disposition. Nwangaza seconded.
Passed without objection. The amended main motion passed without objection.

Reiter moved to extend one hour. Allen seconded.

Motion to extend failed by a roll call vote: Yes-4, No-12, Abstain-2.

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

Lexa moved to extend ten minutes. Birden seconded.

Motion to extend failed by a roll call vote: Yes-8, No--10, Abstain-0.

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

The meeting adjourned at 7:33 PM due to the expiration of time.

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on October 18, 2012)

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Appendix A-ED Job Description

Pacifica Foundation's Job Description for
TITLE: Executive Director
STATUS: Regular Full time
SITE: National Office - Pacifica Radio
BENEFITS: Medical, Dental, Life, Disability (Upon Completion of Introductory
Status)

I. Position Reports to: The Executive Director (ED) is selected, supervised and
discharged by, and reports to, the collective body of the Pacifica National
Board of Directors (PNB). Approved without objection.

II. Definition: The Executive Director (hereafter referred to as "ED") is the
President of the Pacifica Foundation, General Manager, Chief Executive Officer,
and Chief Administrator, and is responsible for management activities of the
Foundation pursuant to the Pacifica Bylaws, including hiring of Station
Managers of the five sister stations and National Staff with the exception of
the Chief Financial Officer (CFO); implementation of Board policies and bylaws;
and oversight of fund raising, development, national programming, financial
stability, physical integrity, and compliance with CPB, FCC and ADA rules and
regulations. The National Finance Staff works under the direction of the CFO.
All Pacifica Staff, including the CFO and other National Finance Staff, report
to the ED. Both the CFO and the ED report independently to the board. Approved
without objection.

III. The ED ensures that the Foundation operates in a fiscally and socially
responsible fashion in compliance both with state and federal laws, and with
the mission of the Foundation to operate radio outlets that encourage the
creative skills and energies of the community; to contribute to a lasting
understanding between nations and individuals of all nations, races, creeds and
colors; to gather and disseminate information on the causes of conflict between
such groups; to promote the study of political and economic problems and of the
causes of religious, philosophical and racial antagonisms; and to employ varied
sources in the public presentation of accurate, comprehensive news on all
matters affecting the community. Approved without objection.

DUTIES AND RESPONSIBILITIES:

GENERAL ADMINISTRATION
1. Responsible for fund raising, such as oversight of grant writing, major
donor events, direct mail campaigns, etc. Approved without objection.
2. Managing and supervising National Staff and General Managers to provide for
the effective operation of the Foundation's public radio stations in compliance
with the objectives and policies of the Board of Directors and consistent with
the Pacifica mission. Approved without objection.
3. Appointing and facilitating the work of a National Election Supervisor in
each year when elections for delegates are held. Approved without objection.
4. Selecting General Managers for each sister station upon vacancy, from
candidates presented by the Local Station Board (LSB). Approved without
objection.
5. Selecting Interim General Managers in accordance with Pacifica bylaws
provision for selecting GMs. In the case of an emergency, the ED may appoint an
acting GM from non-union, management staff. Approved without objection.
6. Hiring, coordinating and terminating supervised National staff in
consultation with the PNB. (Positions include, but are not limited to, the
Human Resources Director, Pacifica Radio Archives Director, Assistant to the
Director, National Technical Director, Affiliates Program Director, Webmaster,
Network Programming Coordinator, News Bureau Director, Administrative
Assistant, National Development Director and such others as may approved by the
PNB.) Approved without objection.
7. Conducting annual evaluations of supervised National Staff and General
Managers, with recommendations in consultation with Human Resources where
appropriate. Approved without objection.

GOVERNANCE
8. Attending and participating in meetings of the PNB and Coordinating
Committee, including teleconferences, regular and special meetings. Approved
without objection.
9. Ensuring the effective organization of in-person PNB meetings, including
preparation of Board packets, in cooperation and assisted by the Board Chair
and/or Coordinating Committee. Approved without objection.

COMMUNICATIONS
10. Conforming to the communication policies established by the Board,
including accurate reports and provision of appropriate information for
Directors upon request. Approved without objection.
11. Supporting the PNB in fulfilling its governance role through regular
communication with the Board and its officers. Approved without objection.

HUMAN RESOURCES
12. Ensuring that stations and the network are managed according to state, FCC
and CPB requirements, including state and federal labor and employment
regulations, and that any grievances are addressed and resolved in a fair and
timely manner. Approved without objection.
13. Participating in Union collective bargaining agreement negotiations and
respond to Union requests in collaboration with the General Managers, CFO and
Human Resources as appropriate. Approved without objection.
14. Supervising compliance with Americans with Disabilities Act (ADA). Approved
without objection.
15. Encouraging equal opportunity and diversity in staffing, management and
programming at stations, the Pacifica Radio Archives, and in the National
Office. Approved without objection.

FINANCES
16. Working with the Chief Financial Officer (CFO), overseeing the Foundation's
budget, and providing for fiscal integrity of the Foundation within the
approved limits of the PNB. Approved without objection.
17. Developing fiscally sound budgets in coordination with the CFO, General
Managers, and the Pacifica National Board Finance Committee. Approved without
objection.
18. Reviewing financial statements with the CFO. Approved without objection.
19. Monitoring and/or authorizing expenditures as appropriate in accordance
with budgets approved by the PNB, including but not limited to check
authorization, reimbursements, consultant hires, and unbudgeted expense
approval. Approved without objection.
20. Acknowledging major donor contributions and other support in a timely
manner. Approved without objection.
21. Bringing contracts to the Coordinating Committee and PNB for review and/or
approval, based on current policies. Approved without objection.

PROGRAMMING
22. Providing opportunities for paid and unpaid staff and volunteers from
network and affiliate stations to apply for participation in national coverage
and/or national programming. Approved without objection.
23. Ensuring the development of excellent national programming that covers
major political and cultural events and topics. Approved without objection.
24. Ensuring that technical systems, equipment, and structures adequate for the
production and distribution of programs are maintained. Approved without
objection.
25. Responsible for guiding the Foundation through technological changes and
taking the lead in defining how to harness new technologies to promote Pacifica
and its mission. Approved without objection.
26. Overseeing and developing Affiliate relations and other collaborations in
order to encourage productive and mutually beneficial relationships. Approved
without objection.
27. Promoting activities and development that makes it possible for Pacifica to
maximize its audience and expand its membership. Approved without objection.

LEGAL
28. Managing litigation and other legal matters with the PNB, in consultation
with Foundation counsel and other attorneys as needed. The ED and Foundation
counsel are responsible for promptly reporting all legal matters to the PNB.
Approved without objection.

L Brazon moved to add: Retainers with all attorneys may only be entered into
with Board approval in the form of a motion passed by the collective board
authorizing said contract. Approved without objection.

29. Developing, monitoring and enforcing procedures and policies, and
maintaining confidentiality on legal, personnel and other appropriate matters
in collaboration with the Human Resources Director or firm. Approved without
objection.

PROMOTION
30. Serving as spokesperson for the Pacifica Foundation, representing it in
business relationships with other national and state nonprofits, government
agencies, the media, professional organizations, and similar groups. Approved
without objection.
31. Expanding positive public awareness of Pacifica through community events,
media outreach efforts, and development of promotional campaigns, including
prevailing technology and social media. Approved without objection.

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