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Thursday, December 27, 2018 8:30 PM ET
Programming Committee Teleconference
Purpose: Discuss programming Committee Members
Agenda
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Jim Dingeman jimdingeman@yahoo.com
Posted: 12/07/2018 - 1:24 PMUpdated :12/07/2018 - 1:24 PM

Thursday, December 27, 2018 8:30 PM ET
Pacifica National Board Teleconference
Emergency Session: The meeting is being call by Directors: William Heerwagen, Benito Diaz, Joseph Davis, DeWayne Lark and Adriana Casenave to rescind the illegal motion approved by the PNB on December 13, 2018 extending Directors terms and to schedule a regular meeting of the PNB for January 31, 2019 to seat the 2019 Pacifica Foundation Board of Directors (requires 30 days notice).
Purpose: Rescind Directors terms extension. Meeting January 31st to seat 2019 PNB Committee Members
Agenda
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The Special PNB meeting is being call by Directors: William Heerwagen, Benito Diaz, Joseph Davis, DeWayne Lark and Adriana Casenave to rescind Director Steinberg's illegal motion on "Nomination and Election of Directors for 2019"(*) and to schedule a Regular PNB meeting on January 31st to seat the 2019 PNB (Regular meetings require 30 days notice). Director Casenave gave notice to rescind the motion just as the PNB meeting was adjourning on December 13, 2018.

(*)Motion on Nomination and Election of Directors for 2019
Whereas Article 5, Section 3 of the Pacifica bylaws specify the dates when nominations for Directors and election of non-Affiliate Directors are due, to wit:

A. NOMINATION

Any current Delegate of any class of Members may nominate any other current Delegate of any class of Members serving the same radio station for the office of Director, provided that the nominee has served at least one year as a Delegate for that radio station. Said nominations shall be given in writing to the Recording Secretary for the radio station Local Station Board ("LSB") by December 31 prior to the election of Directors in January..

B. ELECTION

The Delegates for each radio station shall meet annually in early January to elect four Directors to represent that radio station on the Board. The Delegates of both classes of Members, voting together, shall elect three Listener-Sponsor Directors using the Single Transferable Voting method, and shall elect one Staff Director using the Instant Runoff Voting method, to represent that radio station on the Board. The Staff Director must be a Staff Delegate. The Listener-Sponsor Directors must be Listener-Sponsor Delegates.

C. SEATING OF STATION REPRESENTATIVE DIRECTORS

All newly elected Station Representative Directors shall be seated at the Meeting of the Board of Directors held in late January each year, when their terms shall commence.

And whereas due to the 2018 Election cycle being late it will not be possible to meet these deadlines,

And whereas the intent of Article 5 Section 3 was clearly that the nominations process shall begin after the winners of the current election cycle for Delegates are known and have been seated,

And whereas it would clearly contravene the intent of Article 5 Section 3 to allow a committee of lame-duck Delegates to nominate and/or to vote for the Directors of the new yearly cycle,

Be it resolved that

All non-Affiliate Directors from the 2018 PNB remain in place as hold-over Directors until the 2019 Directors are seated, in accordance with past precedent,
That the due date for nominations for 2019 Directors be changed to the end of the month after the election results are announced, currently Feb 28 according to the revised time line for the 2018 elections
That the election of non-Affiliate Directors take place early in the following month after the nominations have been sent, currently early March according to the revised time line for the 2018 elections.
This new time line for nominations and election of Directors is subject to change if there is a quorum failure or some other occurrence that prevents the election cycle from being completed in February 2019.
Minutes
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Bill Crosier kpft@crosierbiomed.com
Posted: 12/20/2018 - 12:19 PMUpdated :05/22/2019 - 8:47 PM

Thursday, December 27, 2018 11:30 PM ET
Pacifica National Board Meeting Cancelled - Teleconference - Executive Session - Not Streamed
Reason for Executive Session:  to consider the purchase of financial services
Purpose: to approve a contract for financial services Committee Members
Nancy Sorden nancy.sorden@wap.org
Posted: 12/20/2018 - 3:40 PMUpdated :12/27/2018 - 4:34 PM

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