Pacifica National Board-Teleconference (Open Session)

8:30 PM EST, 7:30 PM CST, 5:30 PM PST (scheduled)

Originating in Various Locations

Thursday, November 29, 2012

Meeting Minutes

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:39 PM Pacific Standard Time
with an initial quorum of 18.

I.a. Roll Call / Establish Quorum (5:39)

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),
Alex Steinberg (WBAI), Andrea Turner (KPFA).

One member was excused: Dan Siegel (KPFA).

Also present: Peter Larsen (Financial Consultant), John P. Garry III (Recording
Secretary).

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

[Audio Part 1 pnb121129a.mp3]

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

The excused absence request of Siegel was accepted without objection.

I.c. Designate Timekeeper

Omitted.

II. Open Session Agenda Approval (5:42)

Reiter moved approval of the agenda. Gray seconded. Passed without objection.

III. Open Session Minutes Approval (5:44)

Rosenberg moved approval of the November 8, 2012 open session minutes. Reiter
seconded. An abstention was heard, necessitating a vote.

Minutes approved by a roll call vote: Yes-6, No-0, Abstain-11.

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

IV, V. PNB Chair's / iED Report (5:50)

The iED reported on the Pacifica elections, post-hurricane Sandy developments,
the WBAI fund drive, the up-coming fund drive, and other matters. Discussion
followed. The Chair committed to forward Reid legal terminology needed for the
WPFW GM evaluation.

Without objection, Allen moved to extend ten minutes. Aaron seconded. Passed
without objection.

Peter Larsen reported on network finances by invitation of the iED. Discussion
followed.

[Audio Part 1 pnb121129b.mp3]

VI. Chief Financial Officer's Report

Omitted.

VII. Committee & Task Force Reports (6:41)

ED/CFO Executive Search Committee (6:41)

Steinberg (Committee Chair) reported on the progress of the ED and CFO
searches. Discussion followed.

Finance Committee (6:48)

Rosenberg (Committee Chair) reported and presented the following motion:

Motion 1 - PRA Budget
Approve the FY2013 Pacifica Radio Archives budget as presented by the NFC.

Passed without objection.

Governance Committee (6:55)

Reiter (Committee Chair) presented the following motions:

Motion 1 (and amendments): KPFK LSB PD candidate vote
(postponed from the Sep. 20, 2012 PNB meeting)
Due to lack of bylaws mandated notice to all KPFK LSB members, the Sept 16th
vote of the KPFK LSB on the presentation of a PD candidate list is declared
null and void. (Approved by committee: 6 yes, 4 no)

Amendment from Rosenberg: No vote can go forward until all members of the LSB
are documented to have reviewed resumes and had equal exposure to
interviews to assess the qualifications of all 16 candidates before voting to
eliminate them from a hiring pool. Lexa seconded.

Amendment from Brazon: All election materials shall be brought to the LSB
meeting site. Turner seconded.

Reiter moved to table. Rosenberg seconded. Motion tabled without objection.

Motion 2: Confidentiality in executive sessions
Whereas, the agreement to keep confidential all matters discussed in executive
session applies to committees and subcommittees of the PNB that need to meet in
executive session, and

Whereas, it is PNB policy that the only information that can be reported out of
an executive session is that which is agreed upon by the members at the
session,

It is therefore the policy of the PNB that any member of a committee or
subcommittee who is unwilling to meet that standard of confidentiality shall be
required to recuse themselves from executive sessions of the committee or
subcommittee. (Passed in committee 14-0.)

Rosenberg moved approval of the motion. Lexa seconded. Point of order from
Aaron: We should return to the cue, we are eating up too much time.

Nwangaza moved to amend: The structure/process Reiter described (during
discussion) would be incorporated in the language of the motion. Gray seconded.

Reiter contributed amendment language, which was amended by Nwangaza:

"It is therefore the policy of the PNB that any member of a committee or
subcommittee who is unwilling to met that standard of confidentiality, prior to
the committee meeting, wherein the agenda is issued at the beginning of the
meeting, shall be required to recuse themselves from executive sessions of the
committee or subcommittee."

Point of order from Johnson: We have confidentiality agreements, all
signatories are bound by that the terms of that agreement. Public release voids
the confidentiality of items which are publicly identified. We should not go
beyond the confidentiality agreement. The Chair said that that was not a point
of order.

Aaron called the question on the amendment. Point of order from Reiter: We were
past time before the amendment was made. The Chair allowed the member to
proceed with her amendment. Point of order from Aaron: This accommodation is
destroying the meeting. The Chair committed to proceed to the main motion if
amendment language was not finalized.

Amendment failed by a roll call vote: Yes-7, No-9, Abstain-3.

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

Main motion passed by a roll call vote: Yes-11, No-8, Abstain-0.

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

The meeting adjourned without objection at 7:31 PM.

The Board reconvened in executive session from 7:37 PM to 9:46 PM PST.

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on December 6, 2012)

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Appendix A-Approved Agenda

I. Call to Order and Opening Business - PNB Chair (1 Min.)


a. Roll Call / Establish Quorum - PNB Secretary (4 Min.)


For Attendance. X Present; Ab Absent; Exc Excused Absence; AL
Arrived Late.

b. Determine excused absences - Chair

c. Designate Timekeeper (1 Min.)


II. Open Session Agenda Approval (5 Min.)


III. Minutes Approval - Approval of Open Session Minutes (5 Min.)
for Nov. 8, 2012

IV. PNB Chair's Report (5 Min.)

V. Interim Executive Director's Report (15 Min.)

VI. Chief Financial Officer's Report (10 Min.)

VII. Committee & Task Force Reports

ED/CFO Executive Search Committee - Alex Steinberg, Chair (5 Min.)


Finance Committee - Tracy Rosenberg, Chair (10 Min.)
Motion 1 - PRA Budget
Approve the FY2013 Pacifica Radio Archives budget as presented by the NFC.

Governance Committee - George Reiter, Chair (20 Min.)
Motion 1 (and amendments): KPFK LSB PD candidate vote (10 min.)
(postponed from the Sep. 20, 2012 PNB meeting)
Due to lack of bylaws mandated notice to all KPFK LSB members, the Sept
16th vote of the KPFK LSB on the presentation of a PD candidate list is
declared null and void.
(Approved by committee: 6 yes, 4 no)


Amendment from Rosenberg: No vote can go forward until all members of
the LSB are documented to have reviewed resumes and had equal exposure
to interviews to assess the qualifications of all 16 candidates before
voting to eliminate them from a hiring pool. Lexa seconded.


Amendment from Brazon: All election materials shall be brought to the
LSB meeting site. Turner seconded.

Motion 2: Confidentiality in executive sessions (10 min.)
Whereas, the agreement to keep confidential all matters discussed in
executive session applies to committees and subcommittees of the PNB
that need to meet in executive session,
and
Whereas, it is PNB policy that the only information that can be reported
out of an executive session is that which is agreed upon by the members
at the session,
It is therefore the policy of the PNB that any member of a committee or
subcommittee who is unwilling to meet that standard of confidentiality
shall be required to recuse themselves from executive sessions of the
committee or subcommittee.


(Passed in committee 14-0.)

Financial Reform Audit Taskforce (FRAT) - Ken Aaron, Chair (20 min.)
Motion 1 - Unbudgeted obligations (10 Min.)
Any employee found to be establishing, verbally or in writing,
unbudgeted obligations for the Foundation, in excess of $5000, without
prior written approval of the National Office, shall be subject to
disciplinary action including dismissal


Motion 2 - Unbudgeted obligations - Management (10 Min.)
Any employee in a managerial position, who becomes aware of an
unapproved unbudgeted obligation in excess of $5000, who does not
notify the National Office in writing within a reasonable amount of
time, shall be subject to disciplinary action.


Elections Committee
(20 Min.)


Motion 2: revisions of election timeline:
Whereas the Pacifica Bylaws, as adopted in 2003 and revised in 2007,
lay out a calendar for Local Station Board elections including
specific dates or periods for establishing membership and candidacy,
and for the mailing and return of ballots, and


Whereas the Bylaws limit the ability of the Pacifica National Board to
affect the schedule, and in no way gives an Executive Director
authority to change any of those dates or periods, or to do anything
beyond appointing the National Election Supervisor (NES), approving
the NES' choices of Local Election Supervisors, and facilitating the
work of the NES,


Be it hereby resolved that the Committee reaffirms and recommends to
the PNB that it re-assert to the Interim Executive Director that it is
the national board that is in effect "the Foundation" and that she be
accordingly guided in all future actions.


Motion Passed by committee 10-yes, 2-no, 2 abstain


Motion 3: Procedures for processing complaints about alleged violations
of Fair Campaign Provisions:
In order to ensure fair, timely and properly publicized decisions on
complaints alleging violations of the Fair Campaign Provisions, the
PNB Elections Committee recommends that the National Election
Supervisor establish and publicize a process such as the following:


1. The LES or NES should acknowledge all complaints by email within 48
hours, whenever feasible.


2. If the LES or NES determines that the complaint warrants
investigation, the LES or NES should as quickly as possible forward a
copy of the complaint to the party alleged to have violated the FCP,
with instructions on how and by when that person can file her/his
response. If the complaint is being handled by the LES, both the
complainant and the person complained against should be notified of
their right to appeal any decision to the NES, and any procedure and
deadline for doing so. If the complaint appears without merit, the
subject shall be provided a copy and both subject and complainant
shall be notified that no action will be taken.


3. If the LES or NES finds that a rule was broken, s/he should cite
the rule and explain specifically in what way it was broken. Copies of
the written ruling should be sent to both the complainant and the
subject.


4. All decisions on complaints found to be valid should be rendered as
quickly as reasonably possible, but no later than ten days after
receipt


5. All decisions on complaints found to be valid should be posted on
the Pacifica elections website (to provide guidance to candidates and
staff at all stations) and the affected station's election


Main Motion passed by committee 10-yes, 5-no


Motion 4: Adequate Time for On-Air Candidate Forums


Whereas Article 4, Section 6 of the Pacifica bylaws states, in part:
"All candidates for election as a Listener-Sponsor Delegate shall be
given equal opportunity for equal air time, which air time shall
include time for a statement by the candidate and a question and
answer period with call-in listeners." and


Whereas, the PNB's 2009 LSB Election Policy set a standard for on-air
LSB candidate forums to be one hour in length for each 5 candidates,
and


Whereas, many LSB candidate forums before and since have followed a
similar formula, and


Whereas, in at least one signal area (WBAI), the recently announced
forums will require 10 candidates to share one hour, and


Whereas it is critical that all candidates have adequate time to
explain their positions and that listener-members have adequate time
to pose questions via phone and hear answers from all the candidates
then on the air,


Resolved, that the PNB Elections Committee strongly urges the managers
at the 5 stations to ensure that in all signal areas, on-air listener
candidate debates allocate at least one hour for each five candidates.
In addition, the Committee recommends that archives of on-air forums
be posted on each station's website in a visible location.


(Approved by the Elections Committee on Nov. 16, 2012, with 9 yes
votes, 1 no vote)


Technology Committee
Motion 1: Technology Documentation Policy
(10 Min.)
The Pacifica National Board Technology Task Force recommends that the
Pacifica National Board direct the Executive Director to add the following
requirements to the job description of the General Manager and/or
Operations manager of all business units (the stations, Pacifica Radio
Archives, National Office):

The General Manager shall maintain accurate documentation of all
technological implementations and equipment under his/her charge.

The first full report will be implemented provisionally by the end of
2012.

The General Manager is expected to assign staff as needed to complete
these surveys but the General Manager remains responsible for the accuracy
and timeliness of the reports. Members of the PNB Technical Committee/Task
Force will make themselves available and find other volunteers to help
with the task.

The details of required documentation will be provided by the National
Office with recommendations from the Technology Task Force and may from
time to time be updated as technology and operations change. This
documentation will be updated on a timely basis as needed and the updates
will be reported to the National Office Secretary and the Chief Technical
Officer.



Development Task Force - Heather Gray, Chair (10 min.)
Motion 1: GoalBusters
The National Pacifica Foundation will authorize Goalbusters to implement
Phase 1 of its "Proposal for Development Services". GoalBusters will
begin Phase 1 in the Fall of 2012.


Programming Committee - George Reiter, Chair (15 Min.)
Motion 1: Arbitron
Pacifica will not use the services of Arbitron until the December 31
deadline, set by the court to correct their sampling bias is met, except
for fund and grant raising and general reporting.
(Passed by committee without objection.)


Motion 2 : Programming for non-English speakers
The PNB rescinds the motion requiring five hours of Spanish language
programming on all stations,
and establishes a task force to investigate and recommend means of serving non
English language speakers.
(Passed in committee 7-0.)


Motion 3: Program Councils
The PNB directs the executive director to set up Program Councils as
management committees, at each station.




The composition of the committee shall consist of 1/3 staff, selected by
stv election, 1/3 members of the LSB, also selected by an stv election,
and 1/3 listeners, approved jointly by the LSB and the Program Director
by a procedure satisfactory to both. Terms shall be for the maximum of
2 years, or for an LSB member, the term on the LSB, whichever is less.




The Program Councils shall serve to provide a collaborative nexus
between the board, the listeners, the staff and the management of the
station for the purpose of implementing the programming policies of the
LSB and PNB. Specifically, they shall have the power to review programs
and vet new programs, including for compliance with the
mission, and recommend changes to schedules. They shall also provide
for adjudication of programming issues arising between programmers and
management, where no other means of doing so exists. They will set
their own agendas in these regards.




Program directors will serve as non voting ex-officio members of the
Program Councils. The Programming Councils are charged with making
recommendations to the Program Director. If the program director
declines to act on such recommendations, he/she shall report his/her
reasons and respond to dialogue on the issue from the Council. Such
dialogue shall be made widely available to the
listeners. If consensus cannot be reached on a course of action
between the Program Director and a majority of the Council, the Council
can appeal the decision to the GM with a vote of 2/3 of its members.




All meetings of the Program Council will be in public session, with the
exception of those that are required to be in Executive Session by the
Pacifica Bylaws. The Council shall determine by majority vote whether
any given meeting must be held as an Executive session.
(Passed in committee 7-0.)




Personnel Committee - Nia Bediako, Chair (30 Min.)
Motion 1: Pacifica Foundation General Manager Search Process (10
Min.)
(see attachment)


Audit Committee (10 Min.)
Motion 2 - Provide audit reports and management letters
that the Pacifica CFO be directed immediately via email by the Chair of
the Audit Committee to provide the members of the Committee for their
reference and consideration immediately with complete copies of both the
Pacifica Audit Reports of the past five years and the confidential
Management Letters that correspond to each of them.
(Passed by PNB Audit Committee on October 12, 2012)


Affiliates Task Force - Heather Gray and Campbell Johnson, co-chairs (5
Min.)


Archives Committee (5 Min.)


Racism and Sexism Committee - Andrea Turner, Convenor (5 Min.)



IX. Unfinished business
a. Motion by Davis: Quorum (15 Min.)
Resolved, that PNB committees be empowered to conduct a meeting in the
absence of a quorum in order to further the committee's business, with
the proviso that any motions other than agenda-setting or the setting the
date of the next meeting be held to the next (quorum) meeting for a vote.

b. Motion by Crosier: Public Criticism of Staff (15 Min.)
It is the policy of the PNB that no member of the Pacifica National Board
shall criticize publicly, or demean publicly in any way, members of the
staff. Any legitimate criticism of the work of staff members that a
member feels needs to be acted on is to be forwarded to the Executive
Director or to the PNB for resolution. Failure to abide by this policy
will be interpreted as action against the interests of Pacifica, and will
be subject to the disciplinary procedures provided for by the Bylaws for
such actions.


c. Motion by Steinberg: Membership Termination Standing Rule (15
Min.)
Due to possible conflict of interest, any person who has been terminated
from the Pacifica Foundation employment for cause shall be prohibited
from membership in the Pacifica Foundation. When this type of proceeding
is brought, all due process procedures called for, as noticed to all in
the Pacifica Bylaws, in Robert's Rules of Order (Chapter 20) shall apply.



d. From: Nwangaza: (15 Min.)
MOTION 1: To rescind the motion passed May 12, 2011 regarding the
Pacifica Affiliates Task Force


e. From: Nwangaza:
MOTION 2: for a Pacifica Affiliates' - Pacifica Foundation Task Force
(30 Min.)
Introduction
The vision for the Affiliates' Program (The Program), at its inception,
was that The Program would facilitate the development, production,
broadcast, exchange and distribution of meaningful and influential
progressive content, provided by both the sister and affiliate stations.
The Program was expected to be a mutually supportive resource, serving its
members as a communication hub and a teaching/learning community. It
would be dedicated to improving both program content and delivery
efficacy, with an ever increasing number of progressive programs. The
programming would be responsive to Foundation and Afffiliate listener
needs and interests and give access to otherwise unavailable news, arts,
and commentary for worldwide radio, internet, and other possible
platforms.
Mission
To achieve this objective, the Affiliates' Task Force was created and
charged with representing the Pacifica Affiliates and being a bridge to
the Pacifica Foundation. Consistent with the Pacifica Foundation's
mission and the Task Force's charge. The Task Force shall strive to build
and maintain an authentic Pacifica-Affiliate partnership by maximizing
Affiliate membership, input, and participation.
Membership
Any member of an Affiliate or Pacifica station is welcome to participate
in the Pacifica-Affiliates' Task Force.
Voting, Co-Meeting Facilitators and Monthly Meetings
Where voting occurrs, only duly designated station representatives of an
Affiliate or Pacifica station, who has attended three consecutive meetings
(the meeting of the vote and two meetings immediately prior to the vote)
shall be allowed to vote.
Officers
The Task Force shall be convened by PNB assignment. It shall elect a pro
tem Facilitator or Facilitators (at least one of whom shall be
an Affiliate Director) for the first three meetings and a Secretary (who
shall be any voting eligible member of the Task Force). The permanent
yearly Facilitator(s) shall be elected at the third regular meeting.
Meetings:
The Task Force shall meet a minimum of once a month and conduct such
business as is consistent with its mission and in the manner prescribed
the by-laws of the Pacifica Foundation.


f. from: Brazon: (10 min.)
Whereas Director Tracy Rosenberg posted "KPFA: An Open Letter on E-mails"
to Indybay.org news items site on Saturday, April 16, 2011 which included
email communications between attorneys on pending Pacifica matters of
litigation,


Therefore it is resolved that the Pacifica National Board of Directors
censure Director Tracy Rosenberg.


g. from: Rosenberg: (10 min.)
Motion of censure against the 27 members of the KPFA LSB for demanding
the disclosure of confidential legal information in an open session of the
KPFA Local Station Board.


h. from Birden: (10 min.)
Whereas, the Bylaws state that "the term of a Director shall be one (1)
year. A Director may serve no more than five consecutive one-year terms.
A Director shall not be eligible for further service as a Director until
one year has elapsed after the termination of a Director's fifth
consecutive one-year term" (Article Five, Board of Directors of the
Foundation, Section 2: Term), clearly defining the firm limit of "five
consecutive one-year terms" for all Directors, and


Whereas, this term limit was not separately addressed in the motion that
set up selection procedures for the Affiliate Directors, it is


Resolved, by the Pacifica Foundation Board of Directors, that this limit
(five consecutive terms) required in the Pacifica Bylaws shall also apply
to the number of consecutive terms permitted by Affiliate Directors.


i. from Aaron: (10 min.)
Whereas there is a potential for irresponsible abuse of the Director's
privilege to seek counsel thereby incurring financial obligations for the
Foundation without regard to cost,
It is therefore resolved that any request from PNB Directors for special
legal service of any kind shall include an estimate of the cost for such
service and require approval of the PNB by majority vote. Such approval
will specify a cost limit and time limit for the fulfillment of the
request. This applies, but is not limited to advice, review, reports,
evaluations and filings. This does not apply to normal work done in
relation to ongoing legal actions or projects already approved by the PNB.
Nothing in this resolution alters or affects Management's rights and duties
to hire counsel as needed in accordance with the bylaws.
X. Development and Strategic Planning
Development Task Force - Heather Gray, Chair (60 Min.)
Strategic planning, development and publicity discussion


Improved Programming Grid discussion (45 Min.)


Whistle Blowers Presentation - Marcel Reid (15 Min.)


10:30 PM EDT Adjourn - time certain

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