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Pacifica National Board - Teleconference (Open Session)
8:00 pm Eastern Time, 7:00 pm Central Time, 5:00 pm Pacific Time
Originating in Various Locations
April 5, 2009


I. Call to Order and Opening Business. 8:00 pm (ET)

a. Roll Call / Establish Quorum. Establish time keeper. (5 Min.)

Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence; AL Present-
Arrived Late.
KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.: WBAI -
N.Y., N.Y.:
Sherry Gendelman Grace Aaron George Reiter Nia
Bonnie Simmons Shawn O'Brian Sandra Rawline
Carolyn Birden
Andrea Turner Leslie Radford Wendy Schroell Kathy
Joseph Wanzala Ricco Ross Susan Young James Ross

WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
Jim Brown David Beaton LaVarn Williams, Interim CFO
Acie Byrd Efia Nwangaza Ricardo De Anda, Int. Gen. Counsel
Luzette King
(Vacant Position)

b. Agenda Approval. (5 Min.)
c. Minutes Approval. [PNB Open Mtg. Min. 3-20-09 and back Minutes.] (5
d. Consent Items. (2 Min.)

. Election Committee: replace (from KPFK) Radford with O'Brien.
. Personnel Committee: approve David Beaton as member of Committee.

II. Acknowledgements. (5 Min.)

III. PNB Chair/Interim Ex. Dir. Report. (15 Min.)

Local Station Board Election Policy - Proposal.

In order to ensure fair and equitable elections at all 5 Pacifica radio stations in
compliance with the Bylaws of the Pacifica Foundation the following policies shall be

1) The job descriptions of all Program Directors and General Managers shall include:
full cooperation with both local and national election supervisors in all aspects of
local station board elections.

2) It is the responsibility of the General Managers of each station to ensure that
membership lists for listener-sponsors and paid and unpaid staff lists are created and
maintained in general and especially checked for accuracy a minimum of 3 months prior to
a local station board election.

a) To ensure that unpaid staff representation is not given too little or too much
weight in a local station board election, each one hour per week block of
programming produced by a group of people or a collective shall be allowed a
maximum of 4 ballots. The group or

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Pacifica National Board Open Teleconference AGENDA
April 5, 2009

Local Station Board Election Policy - Proposal. (Continued)

collective itself shall have the sole authority to decide which 4 individuals shall
be given said ballots.
b) Unpaid staff organizations shall maintain lists of membership that include a
description of the unpaid staff member's contribution to a particular program or
other volunteer work for the station and some way of verifying the number of hours
they work per month on a volunteer basis to ensure that it conforms to the Bylaws
minimum requirement of 30 hours in the preceding 3 months or the requirements of
their radio station's "Unpaid Staff Organization" or "Unpaid Staff Collective
Bargaining Unit". Full cooperation of the General Manager and station staff shall
be expected in maintaining this list and and verifying the validity of its

3) To ensure the greatest amount of listener participation in local station board
elections, it is mandatory that Progam Directors and General Managers air carts at
all 5 stations in the nomination period to adequately inform our listeners about
how they can self-nominate, what the duties of an LSB member are, how the LSB
interfaces with station management and staff, both paid and unpaid, etc.

Six 60 second carts and Six 30 second carts shall be aired each day in rotation.
This is 6 carts, total, aired in rotation each day of the nomination period. For
stations with Spanish or other language broadcasting, the carts would be aired in
that language during broadcasts in that language, with the number and frequency of
the carts corresponding to the amount of said language broadcasting (hours per day)
at the station. For example, if there are 3 hours of broadcasting in a language
different from English a day on a station, one 60 second cart and one 30 second
cart per day in rotation would be adequate.

These carts would be scripted in advance by the NES to conform with the Pacifica
Bylaws and the same carts be used at all 5 stations with the addition of local
contact information. The carts may be varied, but the intent would be to alert the
broad listenership about the election during the ENTIRE nomination period, to
explain the election process, etc., and to steer listeners to a phone number and
website for further information.

Each programmer or collective with a one hour or more program slot shall be
required to produce and air one 15 minute tutorial on the election during the
nomination period. This tutorial shall be recorded and repeated once during the
nomination period. This responsibility applies to all paid and unpaid programmers,
including music programmers.

In addition, one report to the listeners from the national level and one from the
local level involving both management and board participation from staff and board
members who are not candidates, shall be done during the nomination period. These
reports shall be one hour long.

This prescribed programming shall be aired irrespective of fundrives or any other
broadcasting. The listenership should be engaged in the election process wherever
possible, to encourage membership and volunteer participation. Members should also
be encouraged to participate in the election committees established at each station
in accordance with the by-laws.

Logs of all programming, including incidental carts, shall be maintained including
each time an election cart is aired. Archived programs should include these carts
so that the fact that they were aired can be verified if needed.

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Pacifica National Board Open Teleconference AGENDA
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Local Station Board Election Policy - Proposal. (Continued)

Promotion needs to be done to explain the election process to potential staff
candidates as well. This promotion would be done at staff meetings, on the station
bulletin board and using paid and unpaid staff email lists.

4) When the nomination period is over, the PDs and GMs are responsible for fully
cooperating with local and national election supervisors to ensure that a minimum
of 3 on-air candidate forums of one hour in length are aired for each 5 candidates.

Sixty second candidate statements shall be recorded at the radio station by each
candidate. PDs and GMs are expected to air these statements in rotation right after
the nomination period is closed through to the end of the campaign period. In
total, each candidate shall have her/his cart aired a minimum of 30 times in a
variety of times of the day and week. It is the responsibility of the PDs and GMs
to ensure that these carts are played in an equitable manner so that no candidates
are advantaged or disadvantaged.

Further, General Managers shall cooperate in the planning and coordination of
community candidate forums.

5) Failure to comply with any or all of the above policy shall result in rapid but
gradient disciplinary measures including but not limited to: a) A negative
mention in the PD or GM's personnel file, b) Graduated reduction in pay, c)
Suspension of duties, d) The assignment of another staff person to ensure
compliance with election policies and procedures.

Conversely, compliance with this policy shall be followed by: a) A positive
mention in the PD or GM's personnel file, b) A bonus or other reward at the
descretion of the descretion of the LES, NES in conjunction with senior management.

6) Disciplinary measures may be invoked by the local or national election
supervisor in conjunction with the station management, HR Director and/or the
Executive Director. They may also be initiated by any GM or the ED.

- Proposed by Grace Aaron, interim ED, to the Pacifica National Board

IV. Interim CFO Report. (10 Min.)

V. Committees and Working Groups Reports. [Reports and Action Item Motions.]

a. Governance. (5 Min.)

1. Report.
2. a. Motion to recommend to the PNB that Noel Hanrahan be immediately
reinstated to her position on the KPFA LSB pending the establishment of
policy on this matter by the PNB.
(at Gov.:7-0-1)

b. Whereas, the Pacifica bylaws only set forth one specific change of
status as a legitimate basis for removal; namely, the appointment to an
elected political office
[Section 9, (B) Removal of Delegates]; and
Whereas, a change of status from listener representative to staff representative
does not constitute a change of status recognized by the bylaws as a 'disqualifying
act'; and Whereas, the Pacifica bylaws do not recognize or delineate any difference
in the roles

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Pacifica National Board Open Teleconference AGENDA
April 5, 2009

nor place any conflict of interest restrictions on staff representatives; and
whereas, to arbitrarily deem any other non-specified change of status as
constituting a 'disqualifying act' could lead to the arbitrary removal of board
Be it therefore resolved, that, it is Pacifica board policy that a change of status
of a board member, once elected, will not be deemed a 'disqualifying act' unless
decided otherwise by the Pacifica National Board, or until such time as there is an
amendment made to the relevant section of the Pacifica bylaws."
(at Gov. 9-1-1 )

c. Motion that the PNB accept as its confidentiality policy, compliance
with the existing ethics documents. People are to sign a document saying
that they've read the existing ethics policy and agree to comply with this
policy. (at Gov.; unanimous)

d. Motion that the PNB adopt applicable California law to be our whistle
blower policy: the Whistle Blower Act of California and Senate Bill 777
of 2003, as well as title 7 of the federal Civil Rights Act as recently
interpreted unanimously by the Supreme Court,' and the previously enunciated
policy from the Audit Committee about whistle blowers and forward this
to the Pacifica General Counsel for consideration.
(at Gov.; unanimous)

e. Motion that the governance committee shall solicit suggestions for
changes in the bylaws and vet these for presentation to the PNB for action.
(at Gov.; unanimous)

f. Motion that any PNB member shall be able to have a listener's written
comment appended to the minutes of the PNB meeting. (at Gov.; 6-3-
3. Other Motions.

b. Audit. (5 Min.)
1. Report.
2. Motions.

c. Committee on Racism, Sexism and Other Forms of Discrimination. (5 Min.)
1. Report.
2. Motions.

d. Elections. (5 Min.)
1. Report.
2. Motions.
V. Committees and Working Groups Reports. (Continued)

e. Programming. (5 Min.)
1. Report.
2. Motion to GMs to focus on programming improvement as per resolution of Nov.
14, 2008 and ask them what they might need to accomplish such goals as stated in
the resolution.

f. Affiliates. (5 Min.)
1. Report.
2. Motions.

g. Finance. (10 Min.)
1. Report.
2. Motions.
a. Motion that the NFC create a working group to develop an emergency cash
management plan including a possible bridge loan, and that the
working group work with the National Office to come back with a
recommendation. And that we ask the interim CFO to assess our credit and
debt financing options. (at Finance: unanimous)
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Pacifica National Board Open Teleconference AGENDA
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b. Motion to refer the agenda item 'Lending policy: referred to NFC by the PNB
on 2/1/09' to the working group to develop an emergency cash management plan.
(at Finance: unanimous)

c. Whereas, WBAI is in arrears for payment for the tower and office rent; and
Whereas, the current WBAI cash balance is not sufficient to bring these
payments current; and
Whereas, the amount and timing of receipts from WBAI fund drives is uncertain
and will be needed for payroll;
Whereas, late payment for WBAI tower and office rent may constitute an
immediate threat to the financial position of the Foundation;
Be it Resolved that, the Pacifica Nation Board hereby authorizes the interim
Chief Financial Officer to transfer cash from other system accounts to bring
these payments current when the need is urgent.

VI. Unfinished Business.

a. WPFW Director Election Update. (5 Min.)

b. Resolution by Wanzala, as follows: (5 Min.)
A reporter's arrest by the state is a fundamental challenge to the ability of the
press to exercise its constitutional role in creating a free and informed society.
The Pacifica Foundation is committed to defending journalists who are risking life
and liberty to provide crucial information to the public. These reporters cover
issues that are vital to our community and important for the nation."

c. Request by Radford (for KPFK), as follows: (5 Min.)
That the Pacifica Foundation takes an on-air editorial position opposing military
conflict and the escalation of military conflict in Afghanistan.

d. Options re: WBAI - Nia Bediako (10 min.)

VII. New Business.

a. Motion by Gendelman to rescind the PNB January 30, 2009 resolution which created a
vacancy for WPFW representation on the PNB.

b. Motion by R. Ross that do to the downturn in the economy that has left many of our
listeners unemployed & underemployed, which has been reflected in the funds received in our
fund drives, and even with all the painful action Pacifica has taken with layoffs, pay
cuts & other cost saving efforts to reduce our outgoing expenditures, we are still
financially hamstrung by contracts that were made during a booming economy, and

Whereas even the president has asked that everyone, especially those that can afford it,
pitch in to help the country navigate its way through the most challenging recession
since the 1930's depress-sion, I move that the PNB respectfully request Amy Goodman, who
has become a cornerstone of Pacifica through all the hard work she has done to make
Democracy Now amazingly successful and a testimony to what public radio is able to
create, consider a 20% pay reduction for the next 12 months or until the economy shows
real signs of recovery.

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VIII. Confirm Next Meeting (3 Min.)

IX. Adjournment: 10:00 pm (ET)

** Closed Executive Session Meeting to follow the above adjournment. **