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PACIFICA FOUNDATION
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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

May 11, 2009

(Approved July 24, 2009)


MINUTES


I. Call to Order/ Opening Business. PNB Chair Grace Aaron called meeting to
order at 8:36 pm (ET). Shawn O'Brien agreed to serve as time keeper.

a. Roll Call/ Quorum. Recording Secretary Richard Uzzell called the
roll and a quorum was established.


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.:
X Sherry Gendelman X Grace Aaron X George Reiter
X Nia Bediako
X Bonnie Simmons X Shawn O'Brian X Sandra Rawline
X Carolyn Birden
AL Andrea Turner AL Leslie Radford X Wendy Schroell
X Kathy Davis
X Joseph Wanzala AL Ricco Ross X Susan Young X James
Ross


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


b. Agenda Approval. Chair asked if there were any additions or
changes proposed for the Agenda. Wanzala moved that his resolution re:
reporters arrest be removed. Hearing no objection, motion Approved.
Wanzala moved to add his motion re: WPFW's Gala at Unfinished Business.
Hearing no objection, motion Approved. Wanzala moved to add his motion
re: CAB at the end of New Business. Hearing no objection, motion
Approved. Bediako moved to add Setting Next Meeting to right after Agenda
Approval. Hearing no objection, motion Approved. O'Brian moved approval
of the Agenda [as amended]. Hearing no objection, motion Approved.

c. Setting Next Meeting. Discussion followed and May 27, at 8:30 pm (ET) was
set for the next PNB Teleconference.

d. Minutes. None.

e. Consent. None.

II. Acknowledgements.

** Tony Bates for his good work at WBAI. ** by Davis, O'Brian &
Williams.

**Tony Bates and LaVarn Williams for their work in starting WBAI toward
recovery." by
Nwangaza.

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Pacifica National Board Open Teleconference MINUTES
May 11, 2009

** Jon Almehleh and Otis Maclay for their work on the Pacifica website. **


by Radford and
Williams.


** KPFT for car raffle that went well. ** by
Schroell.


** WBAI Listener/Members who "although displeased continue to support" the


station. ** by Bediako.


** WBAI Member who are happy with the changes and are coming back to the
station. ** by O'Brian.


Vice Chair Joe Wanzala assumed Chair.


III. iED Report. iED Grace Aaron gave report. [Audio available on kpftx.org]
Discussion followed.


Aaron re-assumed the Chair.


IV. iCFO Report. ICFO LaVarn Williams gave report. [Audio available on
kpftx.org] Discussion followed. Simmons moved to extend foe 10 minutes.
Hearing no objection, motion Approved.

V. Committee Reports. [Audio available on kpftx.org]


a. Finance. Committee Chair J. Ross gave report. The Budget time line
was released. Recommended that Sexual Harassment training ($15,000/ 2
yrs.) would be cost effective because of the cost of related lawsuits.
Recommended that funds ($100,000) were not available for a National
Development Director. Working on Network wide Cash Flow Projection.
Reviewed the audit - Dr. L. Grant should have received two payments of
$200,000, but have only received one payment. Schroell asked if there is
$200,000 available for the elections. ICFO stated that her office is
working on this and will report soon.


b. Audit. None.


c. Committee on Racism, Sexism and Other Forms of Discriminations. None.

d. Elections. None.

e. Governance. None.

f. Programming. None.

g. Personnel. Committee Chair Sandra Rawline gave report. Several post
have been made with a deadline of May 21. Other post were suggested.
To date; 35 ED Apps. and 10 CFO and numerous for HR.


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Pacifica National Board Open Teleconference MINUTES
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h. Affiliates. None.

i. Archives. None.

j. Strategic Planning. None.

VI. Unfinished Business.

a. WPFW Gala Resolution. Presented by Wanzala
Whereas, the WPFW LSB, through its ad hoc Gala Committee, undertook to
organize a gala in December 2007 with the purpose of raising funds to buy
a building for a new home for WPFW;
Whereas, that effort failed and led to an expenditure of an estimated
$360,000.00 of WPFW's funding at a time when it can ill afford and a
refusal to provide a proper and adequate accounting to the Local Station
Board;
Whereas, there has been very different reports of the actual losses
incurred at that event and where in fact the money went and to whom;
Whereas, there is no evidence that either the WPFW LSB or Pacifica
National Board authorized that expenditure;
Whereas, it was reported that a $1m matching-fund arrangement was set up
as a result of that event;
Whereas, there is no written commitment verifying the match-funding grant
nor the conditions to activate it and any obligations it may impose on
WPFW and/or Pacifica.
Whereas, there has been little or no accounting despite several requests
from WPFW LSB members at their meetings;
Whereas, a lack of accountability of those involved and the loss of
substantial funds place WPFW and Pacifica at risk; therefore, be it
RESOLVED, that the iCFO as soon as possible conducts a full and
complete investigation of all expenditures relating to the WPFW 2007 Gala.


RESOLVED, that to determine that a complete accounting of
expenditure was carried out, a part of that investigation would include
copies of contracts from vendors and other service providers involved in
the event.
RESOLVED, that the report must include minutes of the meeting at
which either the WPFW LSB or the Pacifica National Board authorized any
expenditure for the WPFW December 2007 gala.

Young moved to amend by deleting "immediately" and adding "as soon as
possible." Motion voted Approved, 13-6-1. [See Below, next page.]


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Pacifica National Board Open Teleconference MINUTES
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KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
Y Sherry Gendelman PNV Grace Aaron Y George Reiter
Y Nia Bediako
Y Bonnie Simmons N Shawn O'Brian Y Sandra Rawline
N Carolyn Birden
Y Andrea Turner Y Leslie Radford Y Wendy
Schroell N Kathy Davis
N Joseph Wanzala Ab Ricco Ross Y Susan Young
Y James Ross


WPFW - Wash. D.C.: AFFILIATES:
Y Jim Brown Y David Beaton
Y Acie Byrd N Efia Nwangaza 13-6-1
Approved.
N Luzette King

Main motion as amended voted Approved, 12-7-1. [See Below.]

KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
N Sherry Gendelman PNV Grace Aaron Y George Reiter
N Nia Bediako
N Bonnie Simmons Y Shawn O'Brian Ab Sandra Rawline
Y Carolyn Birden
N Andrea Turner N Leslie Radford Y Wendy
Schroell Y Kathy Davis
YJoseph Wanzala Y Ricco Ross Y Susan Young
Y James Ross


WPFW - Wash. D.C.: AFFILIATES:
N Jim Brown Y David Beaton
N Acie Byrd Y Efia Nwangaza 12-7-1
Approved.
Y Luzette King

Reiter called Point of Order re: was 10:00 pm time
certain to end meeting? Chair clarified correct end time
10:30 pm.


Radford moved approval of a resolution re: doing an on-air editorial re:
military involvement in Afghanistan. Nwangaza moved a substitute that
stated: that the Pacifica National Board directs the IED to form a
committee of up to 3 volunteers to draft an editorial statement opposing
U.S. military escalation, invasion and occupation of Afghanistan and
Pakistan; said statement to be approved at 5/27/09 PNB meeting and
thereafter disseminated to all Pacifica stations for on-air announcement
and website publication. Substitute motion voted Approved, 10-8-1. [See
Below.]


KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT -
Houston, Tx.: WBAI - N.Y., N.Y.:
Sherry Gendelman PNV Grace Aaron Y George Reiter
Y Nia Bediako
N Bonnie Simmons Y Shawn O'Brian N Sandra Rawline
Y Carolyn Birden
N Andrea Turner Y Leslie Radford N Wendy
Schroell N Kathy Davis
YJoseph Wanzala Y Ricco Ross N Susan Young
Y James Ross


WPFW - Wash. D.C.: AFFILIATES:
N Jim Brown Ab David Beaton
N Acie Byrd Y Efia Nwangaza 10-8-1
Approved.
Y Luzette King
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Pacifica National Board Open Teleconference MINUTES
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Committee to draft above approved statement: Nwangaza, Radford and R.
Ross.


V. Adjourned. Reiter moved to adjourn. Hearing no objections, Open Session
adjourned at 10:33 pm (ET).


Minutes Scribed and Prepared by: Richard Uzzell, PNB Recording Secretary

Minutes Approved by the Pacifica National Board:

Grace Aaron, PNB Chair July 24, 2009

______________________ _________________
Witnessed By: Date: