PACIFICA FOUNDATION
AUDIT COMMITTEE Minutes May 14, 2018, Open Meeting Teleconference 8:30 PM Eastern Time
Roll
Call, P=Present, A=Absent
Committee members
P Eileen Rosin (WPFW) (Chairwoman)
P Adriana Casenave (KPFT)
L
Marlena Bond (KPFK)
P Julie Hewitt (WPFW)
P Grace Aaron (KPFK)
P Cerene Roberts (WBAI)
ACarole Travis
(KPFA)
A Elayne Duncan (KPFT)
P James Sagurton (WBAI)
A Jaime Gomez (KPFK)
PAdrienne LaViolette (KPFT)
A
Ken Laufer (WBAI)
P Maskeelah Washington (WPFW)
20:36 PM. Chairwoman Ms. Eileen Rosin called the meeting to order.
20:38 PM Roll Call is taken by secretary, quorum achieved.
Ms. Julie Hewitt volunteered as TimeKeeper.
Pacifica
Audit Committee
May 14, 2018 – 8:30PM Eastern
Draft Agenda, Open Session
1. Call to Order 10 min
a. Roll
Call
b. Selection of timekeepers
2. Approval of agenda 5 min
3. Approval of minutes from April 30 meeting 5
min
4. Updates on audits: 15 mins
a. FY2016
b. Retirement plan & 403b audits
5. Updates on audit firms for
FY2017 5 min
6. Selection of FY2017 audit firm 20 min
a. Define process, steps, tasks for selecting audit firm
b. Determine grading or evaluation system
7. Action items 5 min
8. New Business 5 min
9. Select next meeting
date 5 min
10. Adjourn
20:40 PM. 2. Approval of Agenda. Casenave moved Agenda approval. HNO, Agenda is
approved.
20:42 PM. 3. Approval of minutes of April 30, 2018. Casenave moved the approval of the April 30, 2018 Drat
Minutes. Rosin proposed amendments of the minutes. HNO the April 30, 2018 minutes as amended are approved.
20:43 PM.
Item 4a. and 4b. Updates on audits. Ms. Rosin said that she did not have much to update. The CFO is staying for a few
more weeks, until the completion of the FY2016 Audit. The updating of the accounting software is almost finished.
Ms.
Rosin spoke with the firm that is auditing the Pension Plan. Mr. Brad Gay (Rimna & Associates) told Ms. Rosin that one
of the Pension Plan (403b where the Foundation matchs the amount of money the employees put from their own paychecks)
audit will be completed by the end of this month. The other Pension Plan (401a, Retirement Plan) is more complicated
because they do not have all the information required yet and it will be again an estimated amount on the FY2016 Audit.
Rina & Associates planned to be finished with their Pension Plan Audit by the end of 2017, but because they did not
receive the information and documents requested they are not able to completed yet (Ms. Rosin put them in contact with
the iED, Tom Livingston) . The Audit committee will follow up on the progress of the Pension Plans audits.
Ms. Aaron
said she understands that the Pension Plans are redundant and one of them should be eliminated even if it requires a
negotiation with the unions.
Ms. Rosin said she believes that the 401b does not have a matching component (403b. for
employees and 401a for management).
Ms. Roberts said that we (the Audit committee) need a Report from the Pension
Plan auditors explained what information they received, from whom and when and what other information they need to
complete their job. We need clarity about what we are paying for and what is needed.
Ms. Rosin said she will ask the
iED if he has being able to talk to the Pension Plan auditors and about the status of the conversations.
Ms. Roberts
said that she will be presenting a motion, a more formal request from this committee.
20:59 PM. 5. Updates on audit
firms for FY2017. Ms. Rosin sent out more
RFPs (20 or 21total) according to the Audit committee desire to include
more firm for the FY2017 Audit, not only the ones in the northen California. We heard back from 7 of them; one of them
requested more information but I never receive anything more back from them. Six (6) firms (2 from DC, 3 from northern
California and 1 from the east coast) answer back and it sounds they want to work with us. Most of them have an emphasis
in non-profits. Ms. Rosin added the information to the google documents for the committee members to check.
21:02 PM.
6. Selection of FY 2017 audit firm. a. Define process, steps, task for selecting audit firm. b. Determine grading or
evaluation system. Ms. Aaron said that last year the Audit committee develop a set of question to ask the different
firms (some in open and some in executive session) made a short list of candidates and voted on.
Ms. Hewitt said that
some of last year questions were included in this year RFPs. So if the firms are careful answering the RFP, we would not
have to do so many follow up questions.
Ms. Rosin will make a comparison chart according to their answers to the
RFPs. It will be very important to know the size of the firms. Ms. Rosin had conversations with all the firms that
answer the RFPs.
Ms. Rosin said we set a closed session for 2 hours a week from tonight.
Ms. Hewitt propose to
change the executive session from May 21 to May 23, 2018.
21:24 PM. 7. Action items.
Ms. Roberts moved: “
Whereas, Monday, May 28, 2018 will be observed in
the USA as Memorial Day and may result in poor attendance, moved
that the Audit Committee shall meet on May 23 to review proposals for FY17
audit work and prepare formal
recommendations to the PNB, and further
In anticipation of this, we request that the Pacifica National Board (PNB)
plan to meet on Thursday, May 24, 2018 instead of waiting until its regular monthly meeting, in closed session for
discussion and then in
open session, regarding the Committee’s recommendations, and further
Any PNB Director and
the Interim Executive Director (IED) are welcome to attend the (Audit) Committee meetings on May 23 where the terms of
their participation may be limited by the committee to listening. In this regard, a single rule shall apply to all
Directors who are not committee
members.
“
21:53 PM: Ms. Aaron moved amend as follow (in red
ink):
“Whereas, Monday, May 28, 2018 will be observed in the USA as
Memorial Day and may result in poor
attendance, moved that the Audit
Committee shall meet on May 21 to review proposals for FY17 audit
work
and
prepare formal recommendations to the PNB, and further
In anticipation of this, we request that the Pacifica
National Board (PNB) plan to meet on Thursday, May 24, 2018 instead of waiting until its regular monthly meeting, in
closed session for discussion and then in
open session, regarding the Committee’s recommendations, and further
Any PNB Director and the Interim Executive Director (IED) are welcome to attend the (Audit) Committee meetings on May
23, however, they will be allowed to listen but not speak during the open and closed meetings. They may email any
questions they may have to the Chair, who may
entertain them at her discretion.
“
21:56 PM. Mr. Sagurton moved
to amend (in red ink): “
May 28, 2018 will be observed in the USA as Memorial Day and may result in poor attendance,
moved that the Audit Committee shall meet on May 21 to review proposals for FY17 audit work and prepare
formal
recommendations to the PNB, and further
Whereas, Monday,
In anticipation of this, we request that the
Pacifica National Board (PNB) plan to meet on Thursday, May 24, 2018 instead of waiting until its regular monthly
meeting, in closed session for discussion and then in
open session, regarding the Committee’s recommendations, and
further
Any PNB Director and the Interim Executive Director (IED) are welcome to attend the (Audit) Committee
meetings on May 23 where the terms of their participation shall be limited by the committee to listening. In this
regard, a single rule shall apply to all Directors who are not committee
members.”
The amendment was approved by
a vote of 6 Yes and 2 NO. Voted Yes (6): Aaron, Bond, Casenave, Hewitt, Sagurton and Rosin. Voted No (2) : LaViolette
and Roberts.
22:19 PM. Ms. Rosin amendment (red ink): “
2018 will be observed in the USA as Memorial Day and may
result in poor attendance, moved that the Audit Committee shall meet on May 21 to review proposals for FY17 audit work
and prepare formal
recommendations to the PNB, and further
Whereas, Monday, May 28,
In anticipation of this, we
request that the Pacifica National Board (PNB) plan to meet on Thursday, May 24, 2018 instead of waiting until its
regular monthly meeting, in closed session for discussion and then in
open session, regarding the Committee’s
recommendations, and further
Any PNB Director and the Interim Executive Director (IED) are welcome
to attend the
(Audit) Committee meetings on May 23 where the terms of
their participation shall be limited by the committee to
listening. In this regard, a single rule shall apply to all Directors who are not committee
they can send any
questions and relevant comments to the Chair who will share them with the committee members during the meeting”. The
amendment was approved by a vote of 6YES, 2NO.
Voted Yes (6): Bond, Casenave, Hewitt, Roberts, LaViolette and Rosin.
Voted No (2): Aaron and Sagurton.
Ms. Aaron withdrawn her amendment. HNO Ms. Aaron amendment was withdrawn.
22:29
PM. Ms. Rosin moved to amend as follows: “
members;
28, 2018 will be observed in the USA as Memorial Day and may
result in poor attendance, moved that the Audit Committee shall meet
on May 23 to review proposals for FY17 audit
work and prepare formal recommendations to the PNB, and further
In anticipation of this, we request that the Pacifica
National Board (PNB) take it up at their next regular meeting in closed session for discussion and then in open session,
regarding the Committee’s
recommendations, and further
Any PNB Director and the Interim Executive Director (IED)
are welcome to attend the (Audit) Committee meetings on May 24 where the terms of their participation shall be limited
by the committee to listening. In this regard, a single rule shall apply to all Directors who are not committee members;
they may send any questions and relevant comments to the Chair, who will share them with the Committee during the course
of
the meeting.
Whereas, Monday, May
“ HNO the amended motion passed. HNO Ms. Roberts motion as amended by Mr.
Sagurton and Ms. Rosin passed.
22:31 PM. Ms. Roberts moved a motion: “to extend the meeting for 10 minutes.” HNO the
motion passed.
22:34 PM. Ms. Roberts Moved: “
The PNB Audit Committee recommends that the PNB require that
the
Whereas, an auditor was contracted in
August 2017 to address the issue of underfunding of two
employee
pensions and the report(s) are not complete, and
Whereas, there is uncertainty about plans' membership
and overlapping
eligibility,
IED ensure that knowledgeable persons such as GMs and BMs review the lists of
beneficiaries and that all bargaining unit contracts and staff
“
22:50 PM. Ms. Aaron objects to the
motion.
22:55 PM. Ms. Aaron moved to postpone. Motion failed by a vote of 4 Yes and 4 No.
Voted Yes (4): Aaron,
Bond, Hewitt and Sagurton.
Voted No (4): Casenave, Roberts, LaViolette and Rosin.
Ms. Roberts motion:
“
agreements since 2012 be provided to the PNB for their review.
Whereas, an auditor was contracted in August
2017
to address the issue of underfunding of two employee pensions and the
report(s) are not complete,
and
Whereas, there is uncertainty about plans' membership and overlapping
eligibility,
The PNB Audit Committee
recommends that the PNB require that the IED ensure that knowledgeable persons such as GMs and BMs review the lists of
beneficiaries and that all bargaining unit contracts and staff
agreements since 2012 be provided to the PNB for their
review
“ passed
by a vote of 6Yes and 2No.
Voted Yes (6): Bond, Casenave, LaViolette, Roberts, Rosin and
Hewitt. Voted No (2): Aaron and Sagurton.
11:25 PM. 10. Meeting was Adjourned.
The audio files of the meeting are
available at kpft’s.org. (https://kpftx.org/ archives/pnb/audit/180514/audit180514a.mp3.) (https://kpftx.org/archives/
pnb/audit/180514/audit180514b.mp3.) (https://kpftx.org/archives/pnb/audit/ 180514/audit180514c.mp3.)
Minutes
respectfully submitted by Adriana Casenave, Audit Committee Secretary.
Minutes Approved July 16, 2018.