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Pacifica National Board - Teleconference (Open Session)
8:30 pm Eastern Time, 7:30 pm Central Time, 5:30 pm Pacific Time
Originating in Various Locations
April 10, 2009


I. Call to Order and Opening Business. 8:30 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. 4-5-09 and back Minutes.] (5
d. Consent Items. (2 Min.)

II. Acknowledgements. (5 Min.)

III. Motion Regarding Gradient Disciplinary Measures. (5 Min.)

In order to ensure compliance with CPB and FCC regulations, formally adopted Pacifica
National Board resolutions, and the management decisions of the Executive Director, the
ED is hereby authorized to apply the following gradient disciplinary measures:

a) A negative mention in the manager's personnel file,
b) Suspension of duties with pay,
c) Suspension of duties without pay,
d) Reduction in pay,
e) The assignment of another staff person to carry out the unmet
responsibilities of management staff.

Such disciplinary measures such as reductions in salary, temporary suspension of duties,
etc., may be rescinded if and when full compliance takes place. Other disciplinary
measures, as long as they are in conformity with the Pacifica Bylaws, may also be used to
ensure compliance. However, the initial statement of noncompliance placed in the
personnel file of the staff member in question shall remain in their file.

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Pacifica National Board Open Teleconference AGENDA
April 10, 2009

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

a. Governance. (15 Min.)

1. Report.
2. a. 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)

b. 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)

c. 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)

d. 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
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 )

e. 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-

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.

e. Programming. (5 Min.)

1. Report.
2. a. 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.
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Pacifica National Board Open Teleconference AGENDA
April 10, 2009

IV. Committees and Working Groups Reports. (Continued)

f. Affiliates. (5 Min.)

1. Report.
2. Motions.

g. Finance. (10 Min.)

1. Report.
2. 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)

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.

h. Personnel. (5 Min.)

1. Report.
2. Motions.

IV. 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.

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Pacifica National Board Open Teleconference AGENDA
April 10, 2009

V. 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.

VI. Confirm Next Meeting (3 Min.)

VII. Adjournment: 10:00 pm (ET)

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