Pacifica National Board
Finance Committee Regular Meeting - February 15, 2007

MINUTES

A regular meeting of the PNB Finance Committee was called to order at 5:20 pm
PST by continuing Chair LaVarn Williams with Terry Goodman serving as Secretary
Pro-Tem. The minutes of the meetings of 1/18/07 were approved.


Attendance

Present: Dave Adelson, Baruti Bediako (arrived at 5:24 pm), Brian Edwards-
Tiekert , Jane Gatewood (left at 7:27 pm), Terry Goodman, Lonnie Hicks, Sandra
Rawline, Berthold Reimers (arrived at about 5:40 pm), Thomas Ruffin, and LaVarn
Williams.

Absent: Bob Sanborn

Amended Agenda
1) Roll Call and Approval of Agenda (10 minutes)
2) Approval of Minutes (5 minutes)
3) Housekeeping (5 minutes)
a) Scheduling Next Meeting
b) Electing Committee Officers
4) CFO Report
a) Review November and December 2006 Results (50 minutes)
i) Income Statement and Balance Sheet
ii) Headcount
iii) Risks and Opportunities
iv) Information Items: Reimbursements, Credit Cards, Internet
Project, RFP
b) Review Legal Expense Forecast (20 minutes)
c) Review Status of Motions (30 minutes)
i) Legal Settlement Review by Coordinating Committee
ii) Finance Group Orientation for March PNB Meeting
iii) Foundation Wide Signature Authorization levels
iv) Finance Committee Motion on Archive Restoration
v) RFC process
5) New Business
a) 2007 Committee Priorities and Goals
b) Finance Reporting Delays During Annual Audit
c) Investment Policy
d) Work in Subcommittees
10) Items Referred by the PNB
11) Adjourn

1. Approval of Agenda
Motion by LaVarn Williams (as amended) that the Agenda be approved.
Agenda was amended and approved without objection at 5:41 pm.
2. Approval of Minutes
Motion by Terry Goodman that the minutes of the committee meetings of January
18, 2007 be approved.
Motion passed without objection at 5:42 pm.

3a. Scheduling Next Meeting
Motion by Lonnie Hicks that the committee meet on Thursday, March 1, 2007 at
8:00 pm EST.
Motion passed without objection at 5:43 pm.
[NOTE: This meeting will include a closed session review of the CFO's Legal
Expense Forecast.]

Motion by LaVarn Williams that the committee subsequently meet on Thursday,
March 22, 2007 at 8:00 pm EST.
Motion passed without objection at 5:44 pm.

3b. Committee Officer Elections
Motion by Jane Gatewood that the committee hold its 2007 term officer
elections.
Motion passed without objection at 5:45 pm.

LaVarn Williams and Berthold Reimers were nominated for the office of PNB
Finance Committee Chair. Berthold Reimers declined.

Jane Gatewood and Terry Goodman were nominated for the office of PNB Finance
Committee Secretary. Jane Gatewood declined.

Ruling by the Chair that the committee officer elections shall be conducted by
written ballot even though the elections are uncontested. The Chair will send
instructions and an address to all committee members by electronic mail.
Ballots are to be returned to the Foundation Secretary, Mary Berg, by postal
mail within a week.

4. CFO Report
The CFO report began at 5:51 pm.

CFO Lonnie Hicks reviewed with the committee his January report to the PNB,
which included December Income Statements and Balance Sheets and 1990-2006
Arbitron data. Although listenership is declining, average donation amounts
have increased. There have been no "bad" fund drives so far in the current
fiscal period, and national mail drops are on track.

There was discussion of the CFO Report, including reference to the reports and
analysis of the Radio Research Consortium, available at
http://www.rrconline.org/reports/.

4a(i). Income Statement and Balance Sheet
The December Income Statement and Balance Sheet were distributed to the
Committee by email and reviewed in the CFO Report. Detailed discussion was
postponed to the March 1st meeting.

4a(ii). Headcount
A Foundation Headcount Report was distributed to the Committee by email. Total
headcount was reported at 6:31 pm. Detailed discussion was postponed to the
March 1st meeting.

4a(iii). Risks and Opportunities
The CFO identified the risk of cash flow problems if multiple stations
simultaneously failed to meet fund drive goals. He reported that stations are
responding to income challenges through diverse strategies; including fund
drive extension, special premium offers, increased web site income, and local
mail drops. Among the opportunities, the CFO mentioned content licensing.

4a(iv). Information Items
The CFO reported that the Foundation discovered that its Employee Pension Plan
had several years earlier reached the size that requires annual independent
audits. The National Finance Office has assembled and reviewed records and is
prepared for audits of the Plan covering the prior four years. There will be
an unbudgeted expense of $40,000 in the current fiscal year for the preparation
of these four legally required audits. The audits will begin in three to four
weeks.

With respect to the PNB approved reimbursements policy, the forms for
management reimbursements are done, but the policy applicable to Board Members
requires clarification and is still being developed. The Committee can expect
a detailed proposal in 30 days, incorporated into the draft Financial Policies
and Procedures Manual being prepared.

With respect to credit cards, the PNB has approved a policy for station use of
credit cards with a
$2,500 or $5,000 limit. KPFK is using one. KPFA has one but isn't using it.
Primary use may be for the expenses of PNB meetings. Recommendations will be
incorporated into the draft Financial Policies and Procedures Manual being
prepared.

With respect to the Internet Project, it is still in development.

With respect to the development of an RFP process, the discussion has started.
Dave Adelson gave notice to the Committee that a proposal regarding the
development of content licensing strategies via a consultant is being prepared
by Rob Robinson. The CFO's preliminary plan will be ready in two weeks. The
Committee can provide input on the initial RFP process in its consideration of
the Robinson proposal, possibly at its March 1st meeting.

4b. Review Legal Expense Forecast
Consideration of this item was postponed to a closed session portion of the
March 1st Committee meeting. A general statement may be offered in the public
session at that time.

4b. Review Status of Motions
The Committee's proposal to require Coordinating Committee review with General
Counsel of proposed legal settlements was approved by the PNB.

The Committee's proposal for a finance group orientation teleconference in
March was approved. The PNB itself will be meeting in Washington, D.C. in
April.

An acceptable resolution regarding signature authorizations on the Bank of New
York investment account was approved, requiring at least two signatures from
specified parties. Transaction levels requiring PNB Finance Committee approval
and the PNB Chair's signature were also identified.

The outcome of the Committee's motion on Archive Restoration was not reported
in the meeting, so this status report is presumed postponed to the next
committee meeting.

The status of the RFP process was reported in item 4a(iv), above.

5. New Business
Consideration of new business began at 7:00 pm.

5a. 2007 Finance Committee Priorities and Goals
A proposed list of Committee "Goals and Projects for the Next Nine Months" was
included in the January report of the Committee to the PNB and sent to
committee members by email from the Chair on January 31st. Members were
requested to review this list and be prepared to prioritize Committee goals at
the next committee meeting.

5b. Finance Reporting Delays During Annual Audit
Consideration of this item was postponed by meeting adjournment.

5c. Investment Policy
Consideration of this item was postponed by meeting adjournment.

5d. Work in Subcommittees
Consideration of this item was postponed by meeting adjournment.

5d. Items Referred by the PNB
Consideration of this item was postponed by meeting adjournment.

Dave Adelson sent an email to committee members identifying the following item
referred to the Finance Committee at the last PNB meeting.
i) Joint meeting with the Audit Committee to review and approve a
revised Financial
Procedures Manual.

6. Adjourn
Motion by Brian Edwards-Tiekert to adjourn.
Committee adjourned without objection at 7:28 pm PST.


Respectfully Submitted,
Terry Goodman
Secretary Pro-Tem
These minutes were approved on 3/01/07.