Pacifica National Board Meeting 2/8/09
Acting Secretary Wendy Schroell
(Approved Feb. 20, 2009)


I. Meeting called to order by the chair Grace Aaron at 8:09pm

The Secretary calls the roll:


|Present for all or | | | |
|part of the meeting| | | |
|unless noted | | | |
|otherwise | | | |
| | | | |
|Grace Aaron | |Leslie Radford | |
|David Beaton | |Sandra Rawline | |
|Nia Bediako | |George Reiter | |
|Carolyn Birden | |Jamie Ross | |
|Jim Brown | |Ricco Ross | |
|Acie Byrd | |Wendy Schroell | |
|Kathy Davis | |Bonnie Simmons | |
|Sherry Gendelman | |Andrea Turner | |
|Luzette King | |Joe Wanzala | |
|Efia Nwangaza | |Susan Young | |
|Shawn Casey O'Brien| |ICFO LaVarn Williams|Present - Non voting |
| | | | |

MOTION to approve agenda. Seconded

MOTION to amend: George Reiter Consider hiring recording secretary as item 4,
followed by how long to speak - passed

Rawline moves to approve agenda as amended. No objection.

Acknowledgements:

George praises national broadcast with Mitch Jesserich and co-host for great
radio and also good assessment of Gaza situation
Efia acknowledges Ken Aaron for support
Leslie listeners of KPFK for helping with L.A. PNB mtg logistics
Wendy to everyone for making PNB mtg so inexpensive, Donna Niemann for her
great work as Secretary and Sherry for her part in finding Donna
Carolyn acknowledges Feminist Majority for meeting space
David Beaton acknowledges Nathan Moore
Efia: Ursula for her work on affiliates program
Grace: Thanks George for adding this Acknowledgements item to PNB agendas

George Reiter is appointed as timekeeper

Approval of minutes: Donnna Niemann has sent draft minutes of in-person this
afternoon - move to postpone to the next meeting so that everyone can go over
them.

II. Acting iED Report:
To: Pacifica National Board
From: Grace Aaron, acting interim ED

Sunday, Feb. 8, 2009

REPORT TO THE PNB FROM acting iED

Stations, Affiliates & Archives

I carefully read the Strategic Plan put forward by our 5 GMs and the Archives
Director. I think it is an excellent plan, although it is a work in progress
and those working on it would like to further develop it. Although this Strat
Plan has elements that can be implemented immediately, it does not yet contain
a specific implementation plan or timelines. It mainly addresses medium to
long range projects..

I met with the GMs, Archive and Affiliates Directors on Thursday over the phone
in their weekly phone meeting. This meeting was very productive. However,
part of the conversation addressed the current fundrive results. Our most
recent fundrives are coming in under budget. The KPFA drive was weak, KPFT
came in, I believe, at 77%, WPFW was not up to expections, WBAI is not doing as
well as hoped. I don't recall the exact numbers, but it did sound as though
the drives were coming in about 20% under budget. I asked the GMs if this was,
indeed, the case and they responded that it was. I will do all I can to get
precise numbers for the PNB as rapidly as possible.

On the Finance Committee a few months ago I did an analysis of fixed expenses
at each station. Fixed expenses (ie, expenses that cannot be reduced) are
about 50% of the budget items at each station. That means that calculating
austerity measures as the main means of getting expenses reduced to the point
where they match revenue would mean, in the case of what looks like a current
20% reduction in gross income, a 40% reduction in non-fixed expenses, which
would be mainly payroll reductions. Obviously, payroll reductions of that
magnitude are untenable.

(The numbers I am reciting here are not official, but the best estimate we have
to work with. At any rate, we all are aware that our financial situation as a
Foundation is not rosey.)

Therefore, I will be requesting the following in writing from each GM to be
received by me within 2 weeks:

1) An EMERGENCY plan to improve revenue, including specific steps that will be
taken to implement the plan with a timeline.

2) A SHORT RANGE Strategic Plan for their individual station to both increase
revenue and reduce expenses that can bridge in to medium and longer-range
strategic planning.

The GMs expressed to me their understanding of the necessity of improving
programming, which will lead to increased income. They would like PNB support
as they improve programming and take other emergency measures to turn around
their stations and the Foundation in these difficult economic times.

I will also be creating a form that I will expect each GM to fill out weekly
giving me and the PNB vital statistics as we move forward in this trying
period. Some of the things that will be included will be: cash flow for the
week, unexpected expenses, any change in employee status, arbitrons, etc. This
form is right now in the 'thinking' stage but I expect to roll it out shortly
after some input from the GMs.

National Office

As LaVarn Williams will relate to you, there has been a staffing change at the
NO. LaVarn has her hands full but is making excellent progress.

Legal

I spoke at length with John Crigler, our FCC attorney. He will be filing a
change of director form to the FCC for us. He explained his relationship to
Pacifica. I emailed a synopsis of my phone conversation with him to you all
earlier in the week, but, very briefly, we pay John a $750 per month retainer
and he helps us with all matters related to the FCC, copyright, communications
and other such matters.

John alerted me to reporting that will need to be done when we air material
which would normally need to have royalties paid to the author. I did not
fully grasp the details, but will be alert to how this may effect us.

John said that we may be able to obtain a Sirius/XM 'station'. I discussed
this very briefly at the GM meeting. There was some strong enthusiasm about
this option as it would give us a national voice, could strengthen us as a
network and could eventually be a new income stream. There were some
reservations about doing this, however, as well as enthusiasm.

I will do my very best to serve Pacifica in the capacity of acting inerim ED.
However, I would urge the Personnel Committee of the PNB to begin a search for
an interim or permanent ED for Pacifica. This should be a high priority.

That's about all I have to report right now.

In peace,
Grace Aaron, acting interim ED



III. Acting iCFO Report from LaVarn Williams: Has been in NO each day this
week. Assuring contininuity and supporting staff. Still working on audit and
reports that need to be filed, including IRS docs. Efren Llarenas from KPFK
will be helping. Need to post finance job. Has identified a volunteer to help
divide tasks - ie opening mail as identified by auditor. Housekeeping: Still
don't have access to all of the files - she has had correspondence with former
CFO so will be able to get info. KPFA drive is in Day 10 - "membership drive -
5000 new members" so far they have 4000- - at 50% of $$$

IV. MOTION by Reiter: That the PNB hire Richard Uzzell (KPFT LSB secretary)
as recording secretary for the PNB - would charge $25 per hour for time spent
in meeting only + transportation and lodging for in-person. Sandra seconded

. Leslie: Wants to make it an interim appointment

Reiter motion passes by a vote of 13-2 and 3 abstentions
| | |
| | |


V. MOTION by Ricco Ross to limit length of time people can speak on PNB calls
to 90 seconds - seconded

. MOTION by Luzette King to call the question on Ricco's motion

POO - Out of order to call the question before debate has begun
. Chair rules that it is in order


CHALLENGE TO THE RULING OF THE CHAIR by Sherry Gendelman
. Chair is upheld 10-7 and 2 abstentions

CALL THE QUESTION - 10-7 - Fails because it is not 2/3 yes

Ricco's motion is reopened

. AMENDMENT by Leslie: That the maker of the motion or the reporting
committee member have three minutes to motivate the motion, and that this
motion not preclude members speaking more than once, time allowing.

. Ricco suggests approving motion with this amendment with proviso that this
rule applies to this meeting only and then be referred to governance
committee. NO OBJECTION.



| | |

VI. Sort out how committee alternates are chosen
. MOTION George Reiter: Refer Committee Alternates issue to Governance
Committee - PASSES WITHOUT OBJECTION

. VII. MOTION - Sean Casey O'Brien: For the sake of transparency and
accountability, and in accordance with best practices, I move that all
legal & financial opinions and/or analysis which is brought before the
Pacifica Nation Board by our Chief legal counsel and Chief Financial
Officer, is to be put in writing and must include proper legal or
professional citations. This applies only to financial and legal opinions
officially brought before the Board.Legal and financial opinions to be put
in writing. SECONDED



. Efia Nwangaza AMENDMENT: add "where practicible"

. MOTION TO TABLE - Joe Wanzala - passes 13-6

Susan Young moves to go into Exec Session at this time, 9:44 EST
Seconded

POO: Need to set next meeting first - suggestion to alternate Sundays and
Fridays

. MOTION: Next meeting Friday Feb 20 8:30pm EST.

Move to adjourn: 9:58pm EST - no objection