PACIFICA FOUNDATION RADIO
PACIFICA NATIONAL BOARD SPECIAL MEETING
From Various Locations via Telephone Conference
MINUTES - Open Session
Thursday, December 4, 2014 - 8:30PM EST



I (A) Call to Order


Chair Margy Wilkinson called meeting to order at 8:40 PM and asked Vice-
chair Tony Norman to preside.

Roll was called and quorum established by Secretary Cerene Roberts.

Present:
KPFA: Brian Edwards-Tiekert (late), Jose Luis Fuentes-Roman, Janet Kobren,
Margy Wilkinson
KPFK: Rodrigo Argueta (late), Lydia Brazon, Kim Kaufman, Lawrence Reyes
KPFT: Adriana Casenave, Hank Lamb (late), George Reiter, Richard Uzzell
WBAI: Carolyn Birden, Janet Coleman, Cerene Roberts
WPFW: Jim Brown, Benito Diaz, Luzette King (late), Tony Norman
Affiliates: Heather Gray (late), Janis Lane-Ewart

Staff: Raul Salvador, CFO

Absent: Manijeh Saba (WBAI)

Lawrence Reyes volunteered to be timekeeper.


I (B) Agenda Approval

Motion, by Reiter, to approve the agenda.


Motion, by Kaufman, to place the following two motions after agenda
approval. This becomes the new II:
Audit Committee Motion: Audit committee recommends that the PNB
retain our present audit firm to conduct the Pacifica 2014
audit. (5 min.)


In order to get the FY2013 audit completed as quickly as possible
and in order to start the FY2014 audit by January and finished by
March in order to qualify for the CPB grant, the audit committee
recommends that the iED and CFO hire enough CPAs on a temporary
basis who are familiar with Great Plains in order to accomplish this
task. (10 min)


Motion to add to agenda, passed 9 Yes, 6 No, 4 Abstentions:
Y - Lane-Ewart; Kaufman, Reyes; Lamb, Reiter, Uzzell; Birden,
Coleman; Gray
N - Fuentes; Argueta, Brazon; Casenave; Brown, Diaz
Abs. - Edwards-Tiekert, Wilkinson, Kobren; Roberts


Motion by Brazon, to add the 2015 Election Schedule motion as new III, and
Meeting Dates as new IV:


Election Schedule Motion (10 min.)
Whereas, the Pacifica Foundation Radio was unable to hold its
Delegate elections in 2013 and 2014 due to exigent circumstances,
and
Whereas the effort to garner the requisite 2/3 PNB email vote by
November 30 to adopt a 2015 schedule for elections fell short by one
vote, and
Whereas, given that most stations delegates have either exhausted or
nearly exhausted their alternates list of delegates from their most
recent election, and
Whereas, a National Election Supervisor was hired on December 1,
2014,
Move that an election shall be held in 2015 with the following
schedule:


Candidate Nominations Open
Monday, March 2, 2015 (91 days)


Candidate Nominations Close
Wednesday, April 1, 2015


Record Date
A single date between Thursday, March 19 and Friday, April 3 will be
set by the NES (Note that this is the date by which listeners must
become members to be eligible to vote)
BYLAWS: 45-60 days before ballot mail date or at NES' discretion


Ballots Mail Date
Monday, May 18, 2015 (47 days, avoids Sunday, May 17, 2015)


Ballot Return Deadline (Election Close Date)
Friday, July 6, 2015 (See Note below)


Ballot Count & Election Certifications
Tuesday, July 21, 2015


Motion to add to agenda, passed, 10 Yes, 4 No, 3 Abstentions:
Y - Lane-Ewart; Fuentes, Kobren, Wilkinson; Brazon, Reyes;
Casenave;
Coleman; Brown, Diaz
N - Kaufman; Lamb, Uzzell; Gray; Kaufman
Abs. - Edwards-Tiekert; Reiter; Roberts

Next Meeting Dates Motion (5 min.)
Dec. 11 - Affiliate interviews continue with Dec. 4 agenda continues
after the interviews

By email, Affiliate balloting ending Dec. 19 so ballots can be
counted on Sat. Dec. 20 by John Garry and Terry Goodman.

Dec. 18 budgets etc. and remainder of agenda

Saturday, Jan 10 interview E.D. candidates in the morning, take a
break, afternoon discussion (in lieu of an in-person pnb mtg.)


Thursday, Jan 15 TBD


Thursday, Jan 22 TBD


Thursday, Jan 28 NEW BOARD IS SEATED


Friday, February 13 - Monday Feb. 16 In-Person PNB mtg. in L.A.
(Presidents' Day)

Motion to add to agenda, approved without objection.


Point of information, by Diaz, regarding agenda location of the tribute to
(the late Washington, DC Mayor) Marion Barry. Chair stated that her
intention was to also include, at Kobren's request, late KPFA producer
Mary Berg. Remembrances were added for a combined time of 5 minutes.

Motion, by Lamb, to add as Item II, that Pacifica drop all work on trying
to make up elections and simply move ahead with the regularly scheduled
2015 elections and halt work by the NES, until the time prescribed in the
bylaws for such hiring and work to begin, failed 4 Yes, 10 No, 3
Abstentions:
Yes - Lamb, Uzzell; Birden; Gray
No - Edwards-Tiekert, Kobren, Wilkinson; Argueta, Brazon, Reyes; Casenave,
Reiter; Brown, Diaz
Abs. - Lane-Ewart; Kaufman; Roberts


Agenda, as amended, approved 13 Yes, 3 No, 2 Abstentions:
Y - Lane-Ewart; Edwards-Tiekert, Kobren, Wilkinson; Argueta, Brazon,
Reyes; Casenave, Reiter; Roberts; Brown, Diaz, Norman
No - Lamb; Birden; Gray
Abs. - Kaufman; Uzzell



I. (C) Time for Remembrance
Memorial statement read, by Diaz, re. Marion Barry.
Memorial statement made, by Kobren, re. Mary Berg.



II. Audit Committee Motions

I. Audit committee recommends that the PNB retain our present audit firm
to conduct the Pacifica 2014 audit. Passed without objection.


II. In order to get the FY2013 audit completed as quickly as possible and
in order to start the FY2014 audit by January and finished by March in
order to qualify for the CPB grant, the audit committee recommends that
the iED and CFO hire enough CPAs on a temporary basis who are familiar
with Great Plains in order to accomplish this task.


Substitute motion, by Edwards-Tiekert, that The PNB authorizes the
iED and CFO to hire temporary additional accounting personnel as
necessary to ensure prompt completion of Pacifica's FY2013 and 2014
audits.


Amendment, by Fuentes-Roman, that any hire of accounting
personnel shall come from the current budget and future budgets
of each radio station currently deficient in any schedule.
Hiring accounting personnel shall take priority over any
station relocation, failed 5 Yes, 9 No, 4 Abstentions:
Y - Fuentes, Kobren; Brazon; Casenave; Diaz
No - Lane-Ewart; Kaufman, Reyes; Lamb, Reiter, Uzzell; Birden;
King; Gray
Abs. - Edwards-Tiekert, Wilkinson; Roberts; Brown


Substitute motion passed 12 Yes, 5 No, 2 Abstentions:
Y - Edwards-Tiekert, Fuentes, Kobren, Wilkinson: Argueta, Brazon,
Reyes; Casenave, Reiter; Roberts; Brown, Diaz
No - Lane-Ewart; Kaufman; Lamb, Uzzell; Birden
Abs. - King; Gray




Substitute, as Main motion, passed 14 Yes, 2 No, 3 Abstentions:
Y - Lane-Ewart; Edwards-Tiekert, Fuentes, Kobren, Wilkinson;
Argueta, Brazon, Kaufman, Reyes; Casenave, Reiter; Roberts; Brown,
Diaz
No - Lamb; Birden
Abs. - Uzzell; King; Gray


III. 2015 Election Schedule Motion


Whereas, the Pacifica Foundation Radio was unable to hold its Delegate
elections in 2013 and 2014 due to exigent circumstances, and
Whereas the effort to garner the requisite 2/3 PNB email vote by November
30 to adopt a 2015 schedule for elections fell short by one vote, and
Whereas, given that most stations delegates have either exhausted or
nearly exhausted their alternates list of delegates from their most recent
election, and
Whereas, a National Election Supervisor was hired on December 1, 2014,
Move that an election shall be held in 2015 with the following schedule:


Candidate Nominations Open
Monday, March 2, 2015 (91 days)


Candidate Nominations Close
Wednesday, April 1, 2015


Record Date
A single date between Thursday, March 19 and Friday, April 3 will be set
by the NES (Note that this is the date by which listeners must become
members to be eligible to vote)
BYLAWS: 45-60 days before ballot mail date or at NES' discretion


Ballots Mail Date
Monday, May 18, 2015 (47 days, avoids Sunday, May 17, 2015)


Ballot Return Deadline (Election Close Date)
Friday, July 6, 2015 (See Note below)


Ballot Count & Election Certifications
Tuesday, July 21, 2015


Amendment, from Kobren, to ", add pending adjustments the NES deems
necessary" to "Move that an election shall be held in 2015 with the
following schedule".

Motion, by Uzzell, to extend 5 minutes was approved without objection.


Amendment, by Roberts, that ballot return date, be Monday, July 6.


Motion, by Reiter, to refer motion to Elections Committee, failed 9 Yes,
10 No, 1 Abstention:
Y - Lane-Ewart; Wilkinson; Kaufman; Lamb, Reiter, Uzzell; Birden; King;
Gray
N - Fuentes, Kobren; Argueta, Brazon, Reyes; Casenave; Roberts; Brown,
Diaz, Norman
Abs - Edwards-Tiekert


Roberts Amendment approved without objection.


Kobren Amendment approved without objection.

Election Schedule motion, as amended, approved 11 Yes, 1 No, 6
Abstentions:
Yes - Fuentes, Kobren, Wilkinson; Argueta, Brazon, Reyes; Casenave,
Reiter; Roberts; Brown, Diaz
N - Lamb
Abs. - Lane-Ewart; Edwards-Tiekert; Kaufman; Uzzell; King; Gray

Motion, by Brazon, to extend 15 minutes, passed 17 Yes, 1 No, 1,
Abstention:
Y - Lane-Ewart; Edwards-Tiekert, Fuentes, Kobren, Wilkinson; Argueta,
Brazon, Kaufman, Reyes; Casenave, Reiter, Uzzell; Birden, Roberts; Brown,
Diaz; Gray
No - Lamb
Abs. - King


IV. Next Meeting Dates Motion

Dec. 11 - Affiliate interviews continue with Dec. 4 agenda continues after
the interviews

By email, Affiliate balloting ending Dec. 19 so ballots can be
counted on Sat. Dec. 20 by John Garry and Terry Goodman.

Dec. 18 budgets etc. and remainder of agenda

Saturday, Jan 10 interview E.D. candidates in the morning, take a
break, afternoon discussion (in lieu of an in-person pnb mtg.)


Thursday, Jan 15 TBD


Thursday, Jan 22 TBD


Thursday, Jan 28 NEW BOARD IS SEATED


Friday, February 13 - Monday Feb. 16 In-Person PNB mtg. in L.A.
(Presidents' Day)


Motion, by Edwards-Tiekert, that the PNB shall meet on Thursday, December
11th, to interview candidates for Affiliate Director.


By Friday, December 12th, the PNB Secretary shall distribute ballots by
email to all members of the PNB, which ballots must be returned to an
email address administered by John Garry and Terry Goodman by Thursday,
December 17th. Garry and Goodman shall conduct a count that maintains the
secrecy of the ballot on Friday, December 18th, and report the results to
the PNB.

Amendment, by Kobren, that December 11, 2014 shall be for Affiliate
Directors interviews, Minutes and the rest of the agenda, passed 14
Yes, 2 No, 3 Abstentions, 1 Present-not-voting:
Y - Lane-Ewart; Edwards-Tiekert, Fuentes, Kobren, Wilkinson;
Argueta, Brazon, Reyes; Casenave, Reiter; Brown, Diaz, King; Gray;
N - Lamb, Uzzell
Abs. - Kaufman; Birden, Roberts
PNV - Norman


Motion re. December 11th meeting, as amended, approved without objection.

Motion, by Uzzell, to extend 5 minutes failed to obtain needed 2/3
support, 10 Yes, 7 No:
Y - Wilkinson; Argueta, Kaufman, Reyes; Casenave, Lamb, Reiter, Uzzell;
Birden; Gray
N - Edwards-Tiekert, Fuentes, Kobren; Brazon; Roberts; Brown, Diaz

Motion re. next meetings passed 10 Yes, 6 No, 1 Abstention, 1 Present-not-
voting:
Y - Fuentes, Kobren, Wilkinson; Argueta, Brazon, Reyes; Casenave; Roberts;
Brown, Diaz
N - Kaufman; Lamb, Reiter, Uzzell; Birden; Gray
Abs. - Edwards-Tiekert
PNV - Norman


Meeting adjourned 10:58pm.

Minutes prepared by Secretary Cerene Roberts; approved on January 8, 2015.

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