April 25, 2013
PACIFICA FOUNDATION BOARD
Page 1of 7
Regular Open In-Person Meeting
February 22-25, 2013
Beekman Tower Hotel
New York, New York
MINUTES
I. A. Call to Order/ Opening Business. Outgoing Board Chair Summer Reese
called meeting to order, Friday, February 22, 2013, at 9:34 am, in the
Beekman Towers Hotel, NY, NY. The Chair welcomed everyone to the New York In-
Person meeting of the Pacifica Foundation Board.
B. Roll Call/ Establish Quorum. Reese called the roll/ Quorum achieved.
Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence;
AL Present-Arrived Late.
KPFA - Berkeley., CA. KPFK - L.A., CA.: KPFT -
Houston, TX.: WBAI - N.Y., N.Y.:
X Brian Edwards-Tiekert X Lydia Brazon X
Teresa Allen X Carolyn Birden
X Tracy Rosenberg X John Cromshow X
Jessica Apolinar X Janet Coleman
Ab Dan Siegel X Brenda Medina X
Nancy Hentschel X Cerene Roberts
X Margy Wilkinson X Summer Reese X Richard
Uzzell X Manijeh Saba
WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
X Benito Diaz X Heather Gray X Andy Gold,
General Counsel
X Luzette King X Janis Lane-Ewart
X Tony Norman
X Katea Stitt
II. Challenges to Seatings:
1. King moved that the Pacifica Foundation Board declare that
Tony Norman be judged to be an elected public official and therefore
he is not qualified to be seated on this Board. Discussion followed.
Rosenberg called Point of Order, saying that if this motion passed,
that no members currently elected could be seated and WPFW would
have no Directors until another election is held. Chair responded "so
noted."
Birden moved as a substitute motion, that the Pacifica Foundation
Board accept the seating of Tony Norman and acknowledge that the seating
of neither Norman nor Siegel be considered a precedent for future
decisions. Discussion followed.
Adjourned to Executive Session to speak with Legal Counsel about
the matters in these motions.
Open Session re-convened at 11:45 am. King requested a Roll Call
Vote.
Allen called Point of Order, doesn't a roll call request
require a vote? Chair Ruled No.
Substitute Motion Approved, 10-4-2 and it became the Main Motion.
See vote, top next page.
April 25, 2013
PACIFICA FOUNDATION BOARD
Page 2of 7
MINUTES, Regular Open In-Person Meeting, February 22-25, 2013
Box Legend Voting: Y Yes, N No, AB Abstained, PNV Present Not
Voting.
KPFA - Berkeley., CA. KPFK - L.A., CA.: KPFT -
Houston, TX.: WBAI - N.Y., N.Y.:
N Brian Edwards-Tiekert N Lydia Brazon Y
Teresa Allen Y Carolyn Birden
Y Tracy Rosenberg Y John Cromshow Y
Jessica Apolinar Y Janet Coleman
Dan Siegel N Brenda Medina Y
Nancy Hentschel AB Cerene Roberts
N Margy Wilkinson PNV Summer Reese Y Richard
Uzzell Y Manijeh Saba
WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
AB Benito Diaz Y Heather Gray
AB Luzette King AB Janis Lane-Ewart
AB Tony Norman Motion Approved 10-4-6
AB Katea Stitt
Consideration of Motion RE: Board Seating continued...
Edwards-Tiekert moved that the motion be divided. Chair ruled the
motion Out of Order, because the motion was "indivisible." Edwards-
Tiekert challenged the ruling of the Chair. The Board sustained the
Chair, 11-5.
Substitute as Main Motion Approved, 9-1-10. See vote below.
Box Legend Voting: Y Yes, N No, AB Abstained, PNV Present Not
Voting.
KPFA - Berkeley., CA. KPFK - L.A., CA.: KPFT -
Houston, TX.: WBAI - N.Y., N.Y.:
AB Brian Edwards-Tiekert AB Lydia Brazon Y
Teresa Allen Y Carolyn Birden
Y Tracy Rosenberg Y John Cromshow Y
Jessica Apolinar Y Janet Coleman
Dan Siegel AB Brenda Medina Y
Nancy Hentschel AB Cerene Roberts
N Margy Wilkinson PNV Summer Reese Y Richard
Uzzell AB Manijeh Saba
WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
AB Benito Diaz Y Heather Gray
AB Luzette King AB Janis Lane-Ewart
AB Tony Norman Motion Approved 9-1-10
AB Katea Stitt
Medina called Point of Order, challenging the seating of all the
WPFW Directors because they had allegedly not filed to run for their
positions in a timely manner; and further that those who allegedly
"were nominated by the deadline, should be seated." Chair Ruled
that the pronouncement was not a Point of Order; however it may be
brought as a Motion.
Wilkinson moved that the Board move to Public Comment. HNO Motion
Approved.
12:11 pm (ET) Public Comment. Comments made by Public. Text of comment shall
not appear in the Minutes, but a record shall be maintained in the
Recordings of the meeting.
1:15 pm Meeting Adjourned for Lunch.
April 25, 2013
PACIFICA FOUNDATION BOARD
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MINUTES, Regular Open In-Person Meeting, February 22-25, 2013
2:24 pm Returned from Lunch - Called Open Session to Order.
2. Medina moved that, given the Bylaws requirement that the
Director candidate's filling deadline is December 31st, the "in coming"
new WPFW Directors shall not be seated because they did not meet the
December 31 deadline; and further, that those candidates who met the deadline
should be seated in their place. Discussion followed.
Adjourned to Executive Session to speak with Legal Counsel about
the matters in these motions.
Open Session re-convened at 4:15 pm. Motion to not seat "new" WPFW
Directors Failed 5-10.
The 2013 Pacifica Foundation Board of Directors were seated at 4:25 pm
(ET).
Margy Wilkinson appointed to be the Temp. Time Keeper.
III. Election of Chair, Vice Chair and Secretary Pro Temp.
1. Chair Pro Temp. Rosenberg nominated Reese. No other
nominations; Reese elected by acclamation.
2. Vice Chair Pro Temp. Brazon nominated Wilkinson. Cromshow
nominated Rosenberg. Rosenberg elected Vice Chair, 11-10.
3. Secretary Pro Temp. Rosenberg nominated Uzzell. Brazon
nominated Allen. Allen declined the nomination. No other nominations;
Uzzell by acclamation.
Edwards-Tiekert moved that 2:00 pm be set as a time certain for Public
Comment, Saturday and that the Chair be tasked to present Agenda changes
tomorrow. HNO Motion Approved.
IV. Legal Orientation - Fiduciary Duty. Andy Gold, Pacifica Legal Counsel
made the presentation. Discussion followed.
Open Session Closed for the day at 5:20 pm (ET).
Saturday, February 23, 2013: PNB OPEN SESSION. 11:49 am (ET)
I. A. Call to Order. Board Chair Pro Temp Summer Reese called meeting to
order, Saturday, February 23, 2013, at 11:49 am.
B. Roll Call/ Establish Quorum. Board Secretary Pro Temp Richard Uzzell
called the roll/ Quorum achieved. See Roll next page.
April 25, 2013
PACIFICA FOUNDATION BOARD
Page 4of 7
MINUTES, Regular Open In-Person Meeting, February 22-25, 2013
Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence;
AL Present-Arrived Late.
KPFA - Berkeley., CA. KPFK - L.A., CA.: KPFT -
Houston, TX.: WBAI - N.Y., N.Y.:
X Brian Edwards-Tiekert X Lydia Brazon X
Teresa Allen X Carolyn Birden
X Tracy Rosenberg X John Cromshow X
Jessica Apolinar X Janet Coleman
X Dan Siegel X Brenda Medina X
Nancy Hentschel X Cerene Roberts
X Margy Wilkinson X Summer Reese X Richard
Uzzell X Manijeh Saba
WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
X Benito Diaz X Heather Gray X Andy Gold,
General Counsel
X Luzette King X Janis Lane-Ewart
X Tony Norman
X Katea Stitt
C. Agenda Approval. Chair proposed the Saturday Agenda. Discussion
followed.
12:00 pm (noon) Minutes. Discussion of
Committees.
1:00 Lunch.
2:00 Public Comments. Time Certain.
3:00 GM Report.
4:00 LSB Chair's Report.
4:15 Archives Report.
5:15 Public Report on CFO Search.
6:00 Dinner.
7:00 Executive Session.
9:00 Adjourn.
Brazon moved that the Officer Elections and the Committee
Membership Elections be moved to Sunday. HNO Motion Approved. Siegel
moved that the Agenda as amended and with IED and Financial Reports
moved to Sunday. HNO Motion Approved.
D. Minutes Approval.
Allen moved approval of the Minutes for December 6 and December
13, 2012; January 10, January 24, and February 11, 2013. All
were considered separately and all were Approved, 6-0-15.
II. Discussion of the Committees and Task Forces. Chair presented an
overview of all the Committees. Discussion followed.
1:30 pm Lunch.
2:30 pm Public Comment. Comments made by Public. Text of comment shall not
appear in the Minutes, but a record shall be maintained in the
Recordings of the meeting.
III. WBAI General Manager Report. WBAI General Manager Berthold Reimers gave
the report. Discussion followed.
IV. WBAI LSB Chair Report. WBAI LSB Chair Bob Young gave the report.
Discussion followed.
April 25, 2013
PACIFICA FOUNDATION BOARD
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MINUTES, Regular Open In-Person Meeting, February 22-25, 2013
V. Pacifica Radio Archives Report. Archives Director Brian DeShazor gave
report. Discussion followed.
VI. ED-CFO Search Committee Report. Committee Chair Alex Steinberg gave
report. Discussion
followed.
VII. Adjournment. Edwards-Tiekert moved to adjourn from Open Session and move
to Executive Session.
HNO Motion Approved. Archives Director Brian DeShazor gave reportn
followed.1, 2013ved to Sundayo Sunday
Open Session Closed for the day at 6:48 pm (ET).
Sunday, February 24, 2013: PNB OPEN SESSION. 3:10 pm (ET)
I. A. Call to Order. Board Chair Pro Temp Summer Reese called meeting to
order, Sunday, February 24, 2013, at 3:10 pm.
B. Roll Call/ Establish Quorum. Board Secretary Pro Temp Richard Uzzell
called the roll/ Quorum achieved. See Roll below.
Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence;
AL Present-Arrived Late.
KPFA - Berkeley., CA. KPFK - L.A., CA.: KPFT -
Houston, TX.: WBAI - N.Y., N.Y.:
X Brian Edwards-Tiekert X Lydia Brazon X
Teresa Allen X Carolyn Birden
X Tracy Rosenberg X John Cromshow X
Jessica Apolinar X Janet Coleman
X Dan Siegel X Brenda Medina X
Nancy Hentschel X Cerene Roberts
X Margy Wilkinson X Summer Reese X Richard
Uzzell X Manijeh Saba
WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
X Benito Diaz X Heather Gray X Andy Gold,
General Counsel
X Luzette King X Janis Lane-Ewart
X Tony Norman
X Katea Stitt
3:15 pm Public Comment. Comments made by Public. Text of comment shall not
appear in the Minutes, but a record shall be maintained in the
Recordings of the meeting.
II. IED Report. Apolinar moved that Chair make report, send electronic back-
up; and that there be no Q&A. Discussion followed. Edwards-Tiekert moved
to amend to limit report to 15 minutes with questions carried over until after
a written report is filed. HNO amendment Approved. Motion re: IED
Report, as amended, Approves, 18-1-1.
IED Summer Reese gave report. Discussion was delayed until after written
report is sent.
April 25, 2013
PACIFICA FOUNDATION BOARD
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MINUTES, Regular Open In-Person Meeting, February 22-25, 2013
III. 2013 Officers Elections.
A. PNB Chair. Nominations were opened. Uzzell moved the nomination of
Summer Reese as PNB Chair. Medina moved the nomination of Margy Wilkinson
as PNB Chair. HNO nominations cease.
Siegel moved that there be a 15 minutes "conversation" about this
election. Apolinar moved to amend to add that within those 15 minutes,
each candidate should be given two minutes to speak. Cromshow moved
to substitute that there be two minutes for each candidate to speak then
comments and question from board members limited to one minute for a total
time period of 15 minutes. The substitute motion Approved, 12-5-5.
Substitute motion then as the main motion Approved, 14-1-6. Both candidates
spoke. Reese was elected 2013 PNB Chair, 15-7.
B. PNB Vice Chair. Nominations were opened. Rosenberg moved the
nomination of Heather Gray as PNB Vice Chair. Edwards-Tiekert moved the
nomination of Margy Wilkinson. Wilkinson declined the nomination. Roberts
moved the nomination of Janet Coleman. Coleman declined the nomination.
HNO Gray elected 2013 PNB Vice Chair by acclamation.
C. PNB Secretary. Nominations were opened. King moved the nomination
of Richard Uzzell as PNB Secretary. Edwards-Tiekert moved the nomination
of Brenda Medina as PNB Secretary. Both candidates spoke. Uzzell was
elected 2013 PNB Secretary, 15-7.
IV. Committee Populating.
Allen moved that we postpone the vote on PNB Committee and Task Force
positions until the next meeting. Discussion followed.
Rosenberg moved to Substitute that the PNB shall proceed immediately with
the Bylaws constrained committees (Finance and Coordinating), and the
Task Forces (Affiliates, Development, Programming and Technology). Then
tomorrow, or at the soonest thereafter, to consider the three noticed,
committee related motions to rescind, then to populate the standing committee
(Governance, Audit, Election, Personnel, FRAT and ED/CFO Search).
Substitute Motion Approved, 14-1-6. HNO the Substitute Motion as Main Motion
Approved.
Discussion followed. A committee preference sign-up sheet was passed
around.
Hentschel moved to adjourn for Dinner then come back for Executive
Session. Discussion followed. Rosenberg moved to Substitute, that the Board
would complete populating the committees currently being considered, then
adjourn for the evening. Substitute Motion Approved, 10-8-3. HNO the
Substitute Motion as Main Motion Approved.
Run-offs were needed for the Finance Committee representatives from KPFA,
KPFK, WBAI & WPFW.
Vote Results: KPFA: Rosenberg 14, Edwards-Tiekert 7, King 1
Rosenberg Elected.
KPFK: Medina 8, Cromshow 14
Cromshow Elected.
WBAI: Saba 13, Roberts 9
Saba Elected.
WPFW: King 10, Norman 12
Norman Elected.
VII. Adjournment. Committee work completed. Chair adjourned for the day at
7:12 pm (ET).
April 25, 2013
PACIFICA FOUNDATION BOARD
Page 7of 7
MINUTES, Regular Open In-Person Meeting, February 22-25, 2013
Monday, February 25, 2013: PNB OPEN SESSION. 1:30 pm (ET)
I. A. Call to Order. Board Chair Summer Reese called meeting to order,
Monday, February 25, 2013, at 1:30 pm.
B. Roll Call/ Establish Quorum. Board Secretary Richard Uzzell called
the roll/ Quorum achieved. See Roll below.
Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence;
AL Present-Arrived Late.
KPFA - Berkeley., CA. KPFK - L.A., CA.: KPFT -
Houston, TX.: WBAI - N.Y., N.Y.:
X Brian Edwards-Tiekert X Lydia Brazon X
Teresa Allen X Carolyn Birden
X Tracy Rosenberg X John Cromshow X
Jessica Apolinar X Janet Coleman
X Dan Siegel X Brenda Medina X
Nancy Hentschel X Cerene Roberts
X Margy Wilkinson X Summer Reese X Richard
Uzzell X Manijeh Saba
WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
X Benito Diaz X Heather Gray X Andy Gold,
General Counsel
X Luzette King X Janis Lane-Ewart
X Tony Norman
X Katea Stitt
1:30 pm Public Comment. Comments made by Public. Text of comment shall not
appear in the Minutes, but a record shall be maintained in the
Recordings of the meeting.
II. Adjournment. Time had expired. The In-Person Meeting Adjourned at 2:00
pm (ET).
Minutes taken and scribed by Richard Uzzell, Board Secretary.
Minutes Approval:
Date Approved: April 25, 2013
Witness of Approval: Summer Reese, PNB Chair