Pacifica National Board
Finance Committee Meeting - December 10, 2007

MINUTES

A meeting of the PNB Finance Committee was convened at 5:50 pm PST by Chair
LaVarn Williams on December 10, 2007 with Terry Goodman serving as Secretary.
Minutes were approved for the meetings of 12-22-2003, 01-09-2004, 04-21-2004,
09-10-2004, 12-17-2004, 12-28-2004, 08-02-2005, and 11-29-2007.


Attendance

Present: Dave Adelson (left at 7:20 pm), Baruti Bediako (arrived at 6:13 pm),
Brian Edwards-Tiekert, Jane Gatewood, Terry Goodman, Lonnie Hicks, Sandra
Rawline, LaVarn Williams.
Absent: Mike Martin, Berthold Reimers.

Agenda
1) Roll Call (5 minutes)
2) Approval of Minutes (15 minutes)
a.12-22-2003, 01-09-2004, 04-21-2004, 09-10-2004, 12-17-2004, 12-28-2004,
08-02-2005, 11-29-2007
3) Next Meeting (5 minutes)
4) CFO Report (20 minutes)
a. Status of Continuing Resolutions
b. Income & Expenses, YTD Actual vs. Budget - All Units
c. WBAI Recovery Plan
i. WBAI Work Group Report
d. Finance-Related Issues
e. National Office Mail Drops
5) Financial Policies & Procedures Manual (10 minutes)
6) New Business (10 minutes)
a. Resolution to Increase Annual Membership Fee
b. Resolution on Staffing Reductions
7) Adjournment
** Times are for guidance only **

1. Roll Call & Approval of Agenda
The agenda (as amended on the motions of several members) was approved without
objection on the motion of Goodman at 5:58 pm.

2. Approval of Minutes
The minutes of the PNB Finance Committee meetings of 12-22-2003, 01-09-2004, 04-
21-2004, 09-10-2004, 12-17-2004, 12-28-2004, 08-02-2005, and 11-29-2007 were
approved without objection on the motion of Goodman at 6:02 pm. Edwards-
Tiekert, Gatewood, and Hicks abstained.

3 Next Meeting
Committee meetings were scheduled for Tuesday, January 8, 2008 at 8:30 pm EST
and Thursday, January 17, 2008 at 8:30 pm EST on the motion of Williams (as
amended on the motion of Hicks) with no objection. LaVarn Williams will contact
Rob Robinson with respect to the apparent calendar conflict with a meeting of
the PNB Governance Committee on January 8, 2008. A closed session was
scheduled for inclusion in the meeting of January 8, 2008 for approval of
closed session minutes on the motion of Goodman with no objections.

4. CFO Report
Hicks updated the information provided to the committee at its previous
meeting.

4a. Status of Continuing Resolutions
The status of WBAI recovery planning and monitoring was discussed during the
WBAI Workgroup report.

4b. Income & Expenses, YTD Actual vs. Budget - All Units
FY'07 was a bad year and could show a deficit, depending upon whether CPB grant
income for transmitter upgrades is booked in FY'07 or FY'08. KPFA, KPFK, WPFW
met goals on their last fund drives. KPFT and WBAI did not meet their drive
goals. We are $40,000 over-budget on the delegate elections. FY'08 budgets
must be updated to include a portion of this expense, a $159,000 decrease in
CPB grant income, and additional anticipated legal expenses. A preliminary
audit report for FY'07 will be presented with the October and November
financial reports.

4c. WBAI Workgroup
Hicks, Williams, and Bediako reported on the activities of the WBAI Workgroup
beginning at 6:16 pm. Workgroup members have included FCC Attorney John
Crigler, Pacifica CFO Lonnie Hicks, Pacifica Special Projects Director Phil
Osegueda, PNB Finance Chair LaVarn Williams, WBAI interim General Manager
Robert Scott Adams, WBAI Program Director Bernard White, and WBAI LSB Treasurer
Baruti Bediako. Hicks indicated that Pacifica General Counsel Dan Siegel would
be invited to join an upcoming meeting. Bediako suggested adding
representation from WBAI staff. Williams indicated that adding one paid and
one unpaid staff member should be possible as long as the appropriate
confidentiality of workgroup planning discussions could be assured.

The initial workgroup focus is to come up with a 90-day plan to address a
projected payroll crisis in April, but progress is continuing on longer term
solutions, exploring options for a line of credit and the financing and
coordination of studio relocation. The workgroup will meet frequently to share
updated information on multiple items in progress, including some outsourcing
of premium fulfillment, evaluations of legal exposures, contracting of a
nonprofit operational audit, and program grid redesign for sustainability and
new audience building. John Crigler will probably be invited to brief
programmers on FCC regulations including indecency, payola, and plugola. A
"New WBAI" campaign is being designed around the programming changes, which
should make the station more interactive, moving away from music-only
programming but attempting to draw young people. The workgroup anticipates
using surveys to guide portions of the campaign. Rawline suggested an online
survey service previously used by the KPFT LSB.

Implementation of the PNB resolution directing a 5% reduction in salaries and
related expenses at WBAI was delayed pursuant to a subsequent PNB resolution
directing consultation with unpaid staff, which has been scheduled. Salary
reductions will not trigger a major expense for severance.

Williams requested monthly cash position reports from the WBAI iGM and Business
Manager, in light of a fund drive scheduled to begin on January 9, 2008. An
updated quote is expected tomorrow from the fulfillment house, and prior drive
premium fulfillment was recognized as essential to new drive success.

Hicks confirmed that Finance Committee and Board approval would be sought
before any significantly large Bank line of credit agreement was entered into
by the Foundation. The donor responsible for the $169,000 seed capital in the
WBAI building fund has indicated that this money is not restricted as
previously characterized, but the Foundation is awaiting final word on this
from its independent auditor.

Bediako suggested that the Committee re-consider the need at WBAI for a
Development Director and there was discussion on this subject. Goodman
suggested that this was an aspect of WBAI recovery planning appropriate for
workgroup discussion and recommendation, particularly if examined as part of
the proposed nonprofit operational audit.

Motion from Lonnie Hicks that the Finance Committee's WBAI workgroup shall
review WBAI's overall situation and produce a 90-day plan for presentation to
the Finance Committee that will include recommendations for best use of
available funds in a sustainable manner.
Motion passed at 7:05 pm with no objections.

4d. Finance-Related Issues
Williams and Hicks reported to the committee on the finance briefing given to
the incoming Executive Director. The Pacifica FY'08 budget must be revamped in
consideration of the issues previously mentioned in the CFO report. KPFA is
hardest hit by the loss of CPB funding, as indicated in the station breakdown
distributed to the committee via email. PRA has a hole in its budget, the
National Office budget has its issues, the WBAI Workgroup is looking at the
WBAI budget, and the CFO is working with unit General Managers and Business
Managers on budget revisions. The CFO will have preliminary revised budgets
for committee review at its first January meeting and a final look at the
meeting on January 17, 2008.

4e. National Office Mail Drops
Details on National Office mail drops was included in the CFO's written report,
distributed by email in advance of the committee's meeting on November 29,
2007.

5. Financial Policies & Procedures Manual
Motion from Lonnie Hicks that the Finance Committee approves the draft Policies
and Procedures Manual and supports Audit Committee referral to the Board.
Motion passed with no objections at 7:22 pm.

6. New Business
The first item of New Business was an item postponed from the committee meeting
of June 7, 2007. The second item of New Business was from the closed committee
meeting of September 28, 2007, eventually ruled out of order in that meeting as
requiring open meeting discussion.

6a. Resolution to Increase Annual Membership Fee
Motion from Terry Goodman that the National Finance Committee recommends that
the Pacifica National Board, pursuant to its authority under Article Three,
Section 1(A) of the Foundation Bylaws, vote to adjust the minimum contribution
for Listener-Sponsorship membership in the Foundation from $25 to $30 annually.

Motion postponed to the next meeting without objection at 7:29 pm.

Point of order from Goodman that discussion of various station membership
practices is beyond the scope of a motion to postpone consideration.
Well taken.

6b. Resolution on Staffing Reductions
Motion from Terry Goodman (as amended by inclusion of a motion from Brian
Edwards-Tiekert and further amended on the motions of Sandra Rawline and LaVarn
Williams):

The NFC advises the National Board and national executives that it finds the
Pacifica network's financial situation precarious, that the Pacifica National
Office's budget is based on optimistic income assumptions in several local
station budgets, that there is a significant probability the Pacifica National
leadership will have to make significant expense reductions in multiple network
divisions in the near future, and that they should plan accordingly.

With due consideration of the financial and operational realities and
governance challenges that have confronted the Foundation in recent years and
are expected to continue, the PNB Finance Committee recommends PNB adoption of
the following resolution.

Whereas, the Pacifica Foundation is a non-profit corporation which depends for
its survival and the fulfilment of its Mission primarily upon the donation of
funds from Pacifica listeners and upon the voluntary contribution of labor from
Pacifica's unpaid workers,

And Whereas, the Pacifica Foundation's usable income has declined while its
expenses have increased, seriously threatening its financial reserves,

And Whereas, the employees at several Pacifica units have not been reduced in
sufficient number to compensate for revenue shortfalls,

Be It Resolved, that the Pacifica National Board gives specific authorization
to its permanent Executive Director to effect such staffing reductions at any
Pacifica unit as he or she deems necessary for the financial health of the
Foundation, pursuant to the normal authorities and responsibilities of a chief
executive officer and in compliance with established Foundation policies and
procedures.

Motion passed at 7:53 pm.
Y: 5 (Bediako, Edwards-Tiekert, Gatewood, Goodman, Rawline)
N: 1 (Hicks)

CFO Lonnie Hicks disavows the above motion.

Point of order from Hicks that the motion is illegal in delegating authority to
the ED beyond that specified in the bylaws, is dilatory in allocating authority
to the ED already specified in the bylaws, and is beyond the purview of the
Finance Committee in addressing personnel issues.
Not well taken. The motion does not conflict with the bylaws and limits its
consideration of personnel to issues of finance.

Without objection, the rules were suspended for two minutes on the motion of
Williams to allow for general discussion at 7:50 pm.

7 Adjournment
The meeting was adjourned without objection at 7:54 pm PST on the motion of
Edwards-Tiekert.

Terry Goodman, Secretary
These minutes were approved on 1/23/08.