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PACIFICA FOUNDATION
Pacifica National Board - Teleconference
March 23, 2011
10:00 pm (ET)
Open Session AGENDA
I. Call to Order and Opening Business. PNB Chair Summer Reese will call meeting to order.
a. Roll Call / Establish Quorum. PNB Secretary Carolyn Birden will call roll and establish a quorum.
Excused absences will be determined and a timekeeper chosen. (2 Min.)
For Attendance. X Present; Ab Absent; Exc Excused Absence; AL Arrived Late.
KPFA - Berk, Ca.: KPFK – L.A., Ca.: KPFT – Houston, Tx.: WBAI - N.Y., N.Y.:
Laura Prives Ken Aaron Teresa Allen Nia Bediako
Tracy Rosenberg Rodrigo Argueta Jessica Apolinar Carolyn Birden
Dan Siegel Lydia Brazon Wesley Bethune Kathy Davis
Andrea Turner Summer Reese Bill Crosier Alex Steinberg
WPFW – Wash. D.C.: AFFILIATES: STAFF & COUNSEL:
Rene Bryce-Laporte Heather Gray Arlene Engelhardt, ED
Campbell Johnson Efia Nwangaza LaVarn Williams, CFO
Kimory Orendoff Ricardo deAnda, GC
Marcel Reid
b. Agenda Approval. (2 Min.)
c. Minutes Approval. Feb. 25-26, 2011 Houston In-Person, Feb.15, 2011 & Jan.28, 2011 (4 Min.)
II. Acknowledgements. (2 Min.)
III. Management Reports.
a. Executive Director’s Report. (5 Min.)
b. CFO’s Report. (5 Min.)
IV. Board Chair’s Report. To include any Executive Session Report Outs. (5 Min.)
V. Committees and Working Groups Reports. (Convener)
a. Audit. (Birden) (5 Min.)
b. Coordinating. (Brazon) (5 Min.)
1. Motion re: PNB Monthly Meetings. Unanimously passed Committee, 3-10-11.
The Coordinating Committee recommends to the PNB that there be one regularly scheduled PNB
meeting each month for the entire year, that it include both open and executive sessions, and that it be
on the fourth Wednesday of the month, except that in November and December it be the first
Wednesday, with additional dates to be chosen as needed.
2. Motion re: PNB Meeting Schedule. Unanimously passed Committee, 3-10-11.
The Coordinating Committee recommends to the PNB that the second Thursday of each month be
reserved as a second meeting date, or for continuation meetings, to be used if needed, with the second
Monday as an alternative if the second Thursday is not acceptable.
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Open AGENDA
b. Coordinating. (Continued)
3. Motion re: Next Regular (In-Person) PNB Meeting. Unanimously passed Committee, 3-10-11.
The Coordinating Committee recommends to the PNB that the next "regular" (in-person) PNB meeting
be June 4-6, 2011, and that the following regular meeting be Oct. 8-10 at a TBD location, and that a
video conferencing option be considered.
c. Elections. (Bethune) (5 Min.)
d. Finance. (Aaron) (5 Min.)
e. Personnel. (Bediako) (5 Min.)
f. FRAT (financial recovery audit taskforce) (Crosier) (5 Min.)
1. Motion from Affiliates TF: Proposed Pacifica Affiliates Task Force Structure. (10 Min.)
Unanimously passed Task Force, 12-9-10.
Introduction.
The Affiliates Task Force focuses on understanding, communication and expansion of the Pacifica
Affiliates Program. It shall be an advisory group to the Affiliates Coordinator, the two elected
Affiliate Directors and to support Pacifica’s Affiliates Program. The Task Force is unique because it
includes Pacifica’s clients (Affiliates) as well as Pacifica. This is due to the fact that the Affiliates are
not only clients receiving services from Pacifica, but also partners in collaboration in the democratic
media movement.
Mission.
Consistent with the Pacifica Mission, the Task Force’s mission is to facilitate communications between
all parties within Pacifica and the Pacifica Affiliate Network; and to advance the practice and pursuit
of sustaining and expanding grassroots community radio. The Task Force shall strive to increase the
capacity of the Pacifica Affiliate Network through an exploration of mutual benefits: by working
together, sharing programming, resources, information and economic stability.
Membership.
Anyone from an Affiliate station or Pacifica’s Network is welcome to participate in the Task Force, as
long as they follow the four principles stated below:
1) Participants respect the responsibilities and authority of affiliates’ General Managers in their
contractual and financial relationships with Pacifica Foundation.
2) Participants respect the responsibilities and authority of Pacifica staff in their contractual and
financial relationships with Affiliate station.
3) Participants respect the responsibilities and authority of members of the Pacifica National
Board.
4) Pacifica staff and board members (and affiliate general managers if they are involved) respect
the right and responsibility of the Task Force to organize itself as it sees fit to be most effective
and to make recommendations as an advisory body.
Voting, Co-Meeting Facilitators and Monthly Meetings.
When voting is involved only Task Force members who have attended three consecutive meetings (the
meeting of the vote and two meetings immediately prior to the vote) shall be allowed to vote. The
Task Force will elect Co-Meeting Facilitators (who shall be PNB Directors) and a Secretary (who shall
be any member of the Task Force). In order to select permanent yearly Facilitators, there shall be a
pro tem Facilitator for the first three meetings. The Task Force shall meet a minimum of once a
month.
Policy Recommendations.
Most of the Task Force’s work is collaboration, information-gathering, and communication. In order to
secure institutional support for the network, there may, occasionally, be a need to make policy
recommendations to the PNB and/or staff.
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Pacifica National Board - Teleconference, 3-23-2011.
Open AGENDA
1. Motion from Affiliates TF. (Continued)
Task Force Reports.
All Task Force reports and communications shall be first approved by the Task Force.
Operations and Subcommittee Structure.
The Task Force provides a forum for input and discussion about the needs of affiliates and Pacifica,
and for developing the affiliate’s network. It provides a support system for this process. It also works
on individual advisory projects. These are implemented by subcommittees, in coordination with the
Affiliates Coordinator. Subcommittees currently being recommended include (but are not limited to) a
Survey Subcommittee for gathering information about affiliates’ needs and a subcommittee for
financial development. These are being recommended in response to needs that have become evident
during this past year.
VI. Unfinished Business.
b. Motion by Crosier: Public Criticism of Staff. (10 Min.)
It is the policy of the PNB that no member of the Pacifica National Board shall criticize publicly, or
demean publicly in any way, members of the staff. Any legitimate criticism of the work of staff
members that a member feels needs to be acted on is to be forwarded to the Executive Director or to
the PNB for resolution. Failure to abide by this policy will be interpreted as action against the interests
of Pacifica, and will be subject to the disciplinary procedures provided for by the Bylaws for such
actions.
c. Motion by Steinberg: Membership Termination Standing Rule. (10 Min.)
Due to possible conflict of interest, any person who has been terminated from the Pacifica Foundation
employment for cause shall be prohibited from membership in the Pacifica Foundation. When this
type of proceeding is brought, all due process procedures called for, as noticed to all in the Pacifica
Bylaws, in Robert's Rules of Order (Chapter 20) shall apply.
d. Motion by Rosenberg: Publicists. Passed unanimously at KPFK LSB. (5 Min.)
The PNB authorizes acquiring six (6) unpaid publicists within 30 days of the present date to work at
each of the five (5) stations and one head Publicist to coordinate at National Office.
e. Motion by Davis: Membership re: Malice. (10 Min.)
Be it resolved that any person or member of the Pacifica Foundation that acts with malice and/or
violence and/or levies threats; either verbal or physical against Pacifica staff or members of the LSB or
PNB should be disqualified from membership and participation in Pacifica governance. Further, any
person or member of the Pacifica Foundation who acts to limit or undermine the fund
raising and or function of the Pacifica foundation or its radio stations and broadcast licenses should be
disqualified from membership and participation in Pacifica governance. And, that any person or
member of the Pacifica Foundation who acts to undermine, counterbalance, destroy or limit the
Pacifica Bylaws should be disqualified from membership and participation in Pacifica governance.
VII. New Business.
a. Broadcasting Ownership (FCC) Report Questionnaire. (5 Min.)
VIII. Adjournment. 11:45 pm (ET)