PACIFICA FOUNDATION RADIO
PACIFICA NATIONAL BOARD SPECIAL MEETING
From Various Locations via Telephone Conference
MINUTES - Open Session
Thursday, November 13, 2014 - 8:30PM EST


I. A. Call to Order


Chair Margy Wilkinson called the meeting to order at 8:43pm and asked PNB
Vice-chair Tony Norman to preside.

Roll was called and quorum established by Secretary Cerene Roberts.

KPFA: Brian Edwards-Tiekert, Jose Luis Fuentes-Roman, Janet Kobren, Margy
Wilkinson
KPFK: Rodrigo Argueta, Lydia Brazon, Kim Kaufman, Lawrence Reyes
KPFT: Adriana Casenave, Hank Lamb, George Reiter
WBAI: Carolyn Birden (late), Janet Coleman, Cerene Roberts
WPFW: Jim Brown (late), Benito Diaz, Tony Norman
Affiliates: Heather Gray
Staff: Raul Salvador, CFO


Absent: Manijeh Saba (WBAI); Luzette King (WPFW)

Excused absences: Richard Uzzell (KPFT); Janis Lane-Ewart (Affil.)

Wilkinson volunteers to be Time Keeper until Edwards-Tiekert is available.


B. Agenda Approval


Motion, by Roberts, to approve the agenda.

Amendments:


Motion, by Roberts, to have Hiring Freeze amendment motion after agenda
approval and before the ED Search Report and that the Budget Monitoring
motion follow the Hiring Freeze motion.


Substitute motion, by Wilkinson, to place the Hiring Freeze motion
after the ED Search Report.


Motion, by Brazon, to have Governance Committee 2013 motion
after the E.D. Search item, then the Hiring Freeze motion, and
the Budget Monitoring motion. (Motions not properly on the
floor.)


Wilkinson motion, to place the Hiring Freeze motion after the ED
Search Report, was approved without objection.


Motion to have Budget Monitoring motion follow Hiring Freeze motion passed
without objection.

Motion, by Kobren, that the Governance Committee motion (under X.
Committee Reports carried forward from 2013, C. (4) Governance Committee),
be placed right after E.D. Hire and before Hiring Freeze, for 15 min,
passed 10 Yes, 1 No, 5 Abstentions, 1 Present-not-voting:
Y - Fuentes-Roman, Kobren, Wilkinson; Argueta, Brazon, Reyes; Casenave,
Reiter; Brown, Diaz
No - Roberts
Abs. - Edwards-Tiekert; Kaufman; Lamb; Coleman; Gray
PNV - Norman


Motion, by Reyes, to place, after the Governance Committee motion, the
motion from the Audit Committee recommending, "that the PNB retain our
present audit firm to conduct the Pacifica 2014 audit." Passed without
objection.


Motion, by Edwards-Tiekert, to add "Budget motions from the Finance
Committee" immediately after Item II (E.D. Search item) on the agenda.


Motion, by Lamb, to extend by 10 minutes failed 2/3 requirement, 7 Yes, 7
No, 2 Abstentions:
Y - Kobren; Brazon, Reyes; Lamb, Reiter; Brown, Diaz
N - Edwards-Tiekert, Fuentes-Roman, Wilkinson; Argueta; Casenave; Roberts;
Gray
Abs. - Kaufman, Coleman


Adding budget motions passed 11 Yes, 1 No, 3 Abstentions:
Y - Edwards-Tiekert, Fuentes-Roman, Wilkinson; Argueta, Brazon, Reyes;
Reiter; Roberts; Brown, Diaz; Gray
N - Lamb
Abs. - Kobren; Kaufman; Coleman


Agenda, as amended, passed 12 Yes, 1 No, 3 Abstentions:
Y - Edwards-Tiekert, Fuentes-Roman, Wilkinson; Argueta, Brazon, Reyes;
Casenave, Reiter; Roberts; Brown, Diaz; Gray
N - Lamb
Abs. - Kobren; Kaufman; Coleman



II. E.D. Hiring


Written Report from PNB Personnel Committee Chair Janis Lane-Ewart sent
11/13/14:


Dear Pacifica National Board,

At the most recently scheduled PNB meeting, an update on the hiring
process for a permanent Executive Director was listed as an agenda
item, however I was unable to provide an update due to time
constraints.

Given this may occur, again, at tonight's meeting, please see below
an overview of general information and action items approved by the
PNB Personnel Committee during its last two meetings - October 29,
2014 and November 11, 2014 meeting:

A. Twenty-five candidates have submitted materials to be
considered for the position. The job announcement crafted and
approved by the PNB Personnel Committee requested each
candidate submit a cover letter, resume and 500 word essay on
the importance of independent media. A different job
announcement was posted by the National Office which did not
specify the inclusion of the essay.
B. Of the 25 applications 6 applicants submitted full packets; 18
applicants did not provide an essay; 2 did not provide a cover
letter; 1 provided only a cover letter; 2 provided only a
resume; and, one applicant indicated no longer being available
for the position
C. Each applicants' materials will be reviewed by the full PNB
Committee, with respect to the ED job description, and ranked
from high (5) to low (1), with greater weight assigned as per
order of importance of job qualifications:
a. Nonprofit Management - weighted as 5 points
b. Fundraising- weighted as 5 point
c. Human Resources - weighted as 5 points
d. Finances - weighted as 5 points
e. Legal - weighted as 5 points
f. Communication - weighted as 5 points
g. Promotion - weighted as 3 points
h. Governance working with boards - weighted as 3 points
i. Programming - weighted as 1 point
j. General Administration - weighted as 1 point

4. Survey Monkey will be used as the tool for each committee
member to provide their scoring for each applicant (committee
agreed to review all applications, including those with all
requested materials) and the weighting of each job
qualification will be established within the design of the
application review process; resulting in a tally process done
automatically by Survey Monkey
5. PNB Personnel Committee approved a motion to share all
applicant materials with the full PNB Board, via Google Doc's
share as view only/no downloads, following the completion of
the review/scoring process of the PNB Personnel Committee
(approved, following committee discussion, as a means of
maintaining the confidentiality of each applicant and
prevention of possible "lobbying" of any candidate by non-PNB
Personnel Committee members
6. The PNB expressed a commitment to complete the ED hiring
process before seating of the 2015 PNB Board; to be
accomplished by adding meetings necessary for completing Google
Hangout interviews (potentially 5-7 candidates) and in-person
interviews inclusive of the full PNB Board (potentially 3
candidates).
7. The PNB Personnel Committee will be meeting Monday, November
17, 2014 in open session and Monday, December 1, 2014 in closed
session

Minutes from the most recently held PNB Personnel Committee meeting
will be shared with the full board following the committee approval
process.



Motion, by Lamb, to extend by 5 minutes, passed 10 Yes, 4 No, 2
Abstentions:
Y - Fuentes Roman, Kobren; Argueta, Brazon, Reyes; Casenave, Lamb;
Roberts; Brown, Diaz
N - Edwards-Tiekert; Reiter; Coleman; Gray
Abs. -Wilkinson; Kaufman


Motion, by Fuentes Roman, that the Personnel Committee forthwith forward
to the entire PNB any and all paperwork submitted by ED candidates.


Amendment, by Brazon, that the Personnel Committee forthwith provide
access to the entire PNB to any and all paperwork submitted by ED
candidates, passed with 11 Yes, 3 No, 3 Abstentions, 1 Present-not-
voting:
Y - Fuentes-Roman, Kobren, Wilkinson; Argueta, Brazon, Reyes;
Casenave, Reiter; Roberts; Brown, Diaz
N - Kaufman; Lamb; Coleman
Abs. - Edwards-Tiekert; Birden; Gray
PNV - Norman


Amendment, as main motion, passed 12 Yes, 4 No, 1 Abstention, 1 Present-
not-voting:
Y - Fuentes-Roman, Kobren, Wilkinson; Argueta, Brazon, Reyes; Casenave,
Reiter; Roberts; Brown, Diaz; Gray
N - Kaufman; Lamb; Birden, Coleman
Abs. - Edwards-Tiekert
PNV - Norman


III. Budgets (all except WPFW)
Motions from PNB Treasurer / Chair of the National Finance Committee Brian
Edwards-Tiekert:

BET's 11/10/14 email

Dear Colleagues,

The National Finance Committee has asked me to begin bringing
budgets forward for PNB approval as we approve them at the committee
level, rather than waiting until we have recommended budgets for
every part of the network.

Accordingly, I would like to request an hour on our upcoming public-
session agenda to begin the budget-approval process, and that we
schedule another public session soon to continue budget approval.
Also: we should set aside some time in Executive Session to brief
the PNB on transmitter rent negotiations at WBAI, as its transmitter
rent is currently a giant question mark.

I am going to paste the motions the committee has passed here, and
attach the budgets that the committee has already approved. I hope
to have recommendations on at least some of the remaining three
divisional budgets from the NFC after our meeting tomorrow night.
I'll forward whatever the committee approves immediately, but I
wanted to make sure you had at least some of these budgets with
sufficient advance time to look them over.

The first two motions from the Finance Committee concern the formula
by which Central Services are assessed. For the past decade, all
stations have been charged 17% of their Listener Support to cover
National Office Expenses, and 2.5% of Listener Support to cover
Pacifica Radio Archive Expenses. (A few years ago, WBAI's National
Office charge was lowered to 7%)

This produced several problems:

1. National spending based on opportunity rather than need. In prior
years' budget deliberations, the National Office waited to see how
much money the stations were planning to raise, calculated its 17%,
then made plans to spend it.

2. Optimistic local budgeting distorted national budgets. When any
station budgeted unrealistically high Listener Support, that wound
up inflating the National Office budget as well -- and leaving the
National Office short when any local station fell short of its
goals.

This year, we wanted to lower the burden of Central Service fees on
stations, and make cash flows to the National Office more
predictable. We started the budgeting process by asking how much the
National Office *needs* to perform its duties, and how to divide
that amount fairly among the stations. This is what we came up
with:

NFC Motion 1 - National Office Levy

"To meet the budgeted expenses of the National Office not covered by other
sources of income in fiscal year 2015, Central Services shall be a fixed
cost set at 15% of the prior 4 years' (2010-2013) average annual listener
support. For WBAI, Central Services shall be set at 8% of that average.
(Approved by NFC without objection - 9/16)


This entails several changes to how we operated in prior years: 1) Almost
every station is seeing a drop in its Central Service assessment (at WBAI
this formula increases the assessment slightly from the amount it paid
under the prior arrangement); 2) stations get charged an equal amount per
month, instead of getting a large bill after each fund drive. 3) Stations
are now responsible for paying the same Central Service amount regardless
of how their fund drives go; 4) Assessments are based on how much stations
have *actually* been raising, not now much they *say* they'll raise.

We then applied the same process to the Pacifica Radio Archive levy:


Motion, by Kaufman, to replace "National Office Levy" with "National
Office Shared Services Formula", passed without objection.


Motion, by Wilkinson, to table, failed 4 Yes, 9 No, 3 Abstentions, 1
Present-not-voting:
Y - Fuentes Roman, Wilkinson; Lamb; Gray
N - Edwards-Tiekert, Kobren; Argueta, Brazon, Reyes; Casenave, Reiter;
Brown, Diaz
Abs. - Kaufman; Coleman, Roberts
PNV - Norman


NFC Motion #1, National Office Shared Services Formula: To meet the
budgeted expenses of the National Office not covered by other sources of
income in fiscal year 2015, Central Services shall be a fixed cost set at
15% of the prior 4 years' (2010-2013) average annual listener support. For
WBAI, Central Services shall be set at 8% of that average passed 9 Yes, 7
No, 1 Abstention:
Y - Edwards-Tiekert, Wilkinson; Brazon; Casenave, Reiter; Roberts; Brown,
Diaz, Norman
N - Kobren; Argueta, Kaufman, Reyes; Lamb; Birden; Gray
Abs. - Fuentes-Roman

Adjournment
Adjourned to go into scheduled executive session, at 10:43pm - ISH.


Minutes prepared by Secretary Cerene Roberts; approved on January 8, 2015.