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Pacifica National Board - Special Teleconference (Open Session)
Sunday, February 21, 2010

The Open Teleconference begins at 9:30 pm (ET), 8:30 pm (CT), 6:30 pm (PT)


I. Call to Order and Opening Business. PNB Chair George Reiter.

a. Roll Call / Establish Quorum. Recording Secretary Richard Uzzell.
Establish excused absences and timekeeper.
(5 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.:
Shahram Aghamir Shawn O'Brien
Bill Crosier Nia Bediako
Tracy Rosenberg Leslie Radford
Alberto Luera Kathy Davis
Andrea Turner Summer Reese
George Reiter Jennifer Jaeger
Joseph Wanzala Ricco Ross
Richard Uzzell Alex Steinberg

Alonso Brown Jim Bennett Arlene
Engelhardt, ED
Campbell Johnson Efia Nwangaza LaVarn
Williams, CFO
Kimory Orendoff Ricardo deAnda, Int. Gen. Counsel
Marcel Reid

b. Agenda Approval.
c. Approval of Minutes. (2 Min.)

II. Acknowledgements. (5 Min.)

III Unfinished Business.

a. Committee Appointments. Richard Uzzell nominated by KPFT for
Coordinating Committee.
(2 Min.)

b. Governance Committee Motions Carried-Over From Earlier Meetings.

1. MOTION: Recalcitrant LSBs from the Governance Committee
(followed by substitute motions put forward by Radford and Young).
(20 Min.)

Governance Committee Motion. At the request of the Chair of the
PNB, and upon presentation of specific policies or directives that
the chair declares an LSB is refusing to follow, the PNB, after
hearing from the directors of a station that is said to be refusing
to implement PNB policy or directives, shall be entitled, by a
majority vote of the remaining directors, to deny voting rights to
the directors from that station until such time as the policy or
directives are followed. These voting rights shall be reinstated
upon certification by the chair that the policies or directives are
being followed, or by a vote of the PNB when presented with a
request from the affected LSB to do so, stating that they are now in
compliance. Such vote shall be taken as a first order of business in
any meeting to which the request is made. [Passed without
objection] After Committee Motion is made;

Reiter motion. To amend to add after "follow," in the third line;
"and declaration by the Chair that reasonable attempts to obtain
compliance have failed, "

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Pacifica National Board, Special Teleconference, AGENDA
February 21, 2010

Substitute Motions;

Radford motion. In the instance that an LSB does not undertake an
action mandated by the PNB, the PNB may undertake the following
progressive steps to resolution:

1) The PNB should form a committee to investigate the situation, and
if the situation is found to be that the LSB is operating outside of
the Mission and Bylaws of Pacifica, the PNB may issue a letter to
the LSB requesting compliance, with a reasonable deadline, which may
be the same as the deadline attached to the action, if desired.

2) If the LSB does not meet that deadline, the PNB may authorize
that LSB's director delegation to mediate any impediments to
reaching compliance, and the PNB may impose a deadline to complete
the mediation if desired.

3) If the mediation is unsuccessful, the directors from the
noncompliant LSB may be authorized to complete the PNB directive on
behalf of their LSB to bring about compliance."

Young motion. The Pacifica National Board may pass a resolution of
non-recognition declaring a Local Station Board to not be a part of
Pacifica Foundation's governance and its acts to be void, including
the election of Directors that may occur at the time of this
finding, and denying to that Local Station Board the use of Pacifica
resources and access to Pacifica private information. A
determination of non-recognition can only be made by: (A) 55% vote
of all Directors; (B) a written finding that the seating of
Delegates to that station board is not proper; and (C) following
written notice of this finding to Local Station Board members whose
seating is deemed in-valid by the Pacifica National Board and a
fifteen-day opportunity to cure the improper seating. The non-
recognition will be terminated upon the vote of 55% of Directors
that the proper seating has been accomplished.

2. MOTION: Community Advisory Boards. (15

Resolution: Pacifica Community Advisory Boards.

Be it resolved that the LSB's as committees of the Pacifica National
Board shall form Community Advisory Boards ("CABs") pursuant to this
resolution. LSBs should consult the CPB guidelines for further
guidance on related matters not directly addressed in this

The station management shall produce a document stating programming
goals for the station and submit it to the CAB for review no later
than May of each year. The CAB shall also conduct a community needs
assessment ("CNA").

The CAB will prepare a report, based on the CNA, advising the
governing body of the station on whether the programming and other
policies of the station are meeting the specialized educational and
cultural needs of the communities served by the station and whether
the station is meeting its programming goals. This report and the
CNA shall be presented to the LSB no later than October of each

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Pacifica National Board, Special Teleconference, AGENDA
February 21, 2010

Resolution: Pacifica Community Advisory Boards. (Continued.)

The LSB and CAB should coordinate their schedules to ensure that the
CAB members, or designated representatives from that body, may
present this report to the LSB, and discuss its findings, during a
regularly scheduled or special meeting of the LSB.

Each LSB may delegate other responsibilities to the advisory board
to assist the governing board or station personnel. However, the law
states: "In no case shall the [community advisory board] have any
authority to exercise any control over the daily management or
operation of the station."

General Managers, as non-voting members of the LSBs, may work with
the LSBs on the implementation of this resolution. In addition, the
General Manager will act as the liaison between the CAB and the
station and will make available such resources to the CAB as are
reasonably necessary in order for the CAB to carry out its duties.

All compliance documentation submitted to the CPB shall be made
available for inspection at each station and at the Pacifica
national office. The CAB's schedule of meetings, meeting minutes,
and the names and short biographies of the CAB members shall be
posted on the station website.

The CAB of each station shall comprise minimum of 4 members and a
maximum of 24 members. Nominations to the CAB are invited from
community groups, educational and cultural institutions, past and
present CAB members, LSBs and individual candidates. Individuals may
also self-nominate. The LSB makes its appointments to the CAB from
the group of nominees using the single transferable vote ("STV")
preferential voting system, for a term of three years. CAB members
may serve no more than two (2) consecutive three-year terms. CAB
members need not be members of the Pacifica Foundation. LSB members
may not serve on the CAB.

This policy will go into effect in February 2010 and the LSB's shall
ensure that new CABs are in place by May of 2010 All current CAB
members may remain on the board while new members are added under
this new Pacifica policy. Current CAB members shall be subject to
the same term limit restrictions as new members. Stations are
encouraged to develop materials on their websites to educate
community members about the purpose and role of the CABs. See for
(see) for CAB
nomination form exemplar)

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Pacifica National Board, Special Teleconference, AGENDA
February 21, 2010

3. Motion: Funding Disclosure. (10

All programmers, program providers, collectives, and/or independent
production companies who have a program at any station of the
Pacifica Network and which receive outside (i.e. non-Pacifica)
funding from any source in excess of $5000 per year for the
production of their program will be asked to disclose to the GM of
their respective station the source of that funding, the amounts of
money received or promised, and any contractual or grant agreements
related to that funding for that current year. The GM shall
forthwith report that information to the Pacifica Executive Director
who shall hold such information in trust as a public record.

Any programmer, program provider, program collective and/or
independent production company whose program is syndicated or shared
by more than one Pacifica station and who receives outside funding
from any source in excess of $5000 per year for the production of
their program will be asked to disclose to the Pacifica ED the
source of that funding, the amounts of money received or promised
and any contractual or grant agreements related to that funding for
that current year. The ED shall hold that information in trust as a
public record.

In the case of a programmer whose outside funding is in excess of
$25,000 for the current year, such disclosure should be for a period
of not less than three years prior to the date of the passage of
this motion by the Pacifica National Board, provided they have been
a programmer or program provider for that period.

Any waiver to this requirement must have the written consent of the
GM of the respective station, and the ratification of that consent
by the respective LSB, such as in the case of a purchased or
syndicated program where compliance is not practical, or the written
consent of the ED and the ratification of that consent by the PNB
when appropriate in the case of a program aired on more than one
Pacifica station. (Passed 5-4.)

c. Motions by PNB Members.

1. Radford motion (on behalf of KPFK LSB).
In light of the current financial crisis and the Pacifica networks'
identity as community radio, and to conform specifically with
Article 5.0 (New Voices) of the National Program Policy adopted in
2006, which calls on stations to train current a new volunteers in
order to bring new voices to the air, the Pacifica National Board
resolves that the LSBs create working groups at every station to
initiate discussions on re-structuring, especially the role of paid
producers and volunteer staff, and to initiate programming training
for community volunteers. Passed by KPFK LSB 9-19-09 8-7-?
(10 min)

2. Wanzala motion. To resolve that LSBs, GMs and PDs present the
reports requested in the motion passed by the PNB on April 27, 2009
regarding the bylaws provision of collaborative programming decision
making no later than August 30, 2009.
(10 Min.)

Pacifica National Board, Special Teleconference, AGENDA
February 21, 2010

3. Radford motion. That at least 50 minutes of each in-person
Pacifica National Board meeting and at least 25 minutes of one
meeting of the PNB each month shall be reserved for reports from
five LSB committees, to be reduced proportionately if the LSB chairs
or directors have no report to offer. (5 Min.)

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c. Motions by PNB Members. (Continued.)

4. Reiter motion. That the ED is requested to put in place the means
of moving quickly to broadcast network wide events of national
interest consistent with our mission, simultaneously on all five
stations and as many affiliates as are willing to carry them.
Additional resources as needed should be put into stations that
require them to make this possible.
(10 Min.)

IV. Report of Executive Director.
(15 Min.)

V. Report of Chief Financial Officer.
(15 Min.)

VI. Committees and Working Groups Reports and Motions.

1. Coordinating Committee.
2. Elections Committee.
3. Finance Committee.
4. Governance Committee.
5. Affiliates Task Force.
6. Personnel Committee.
7. Archives Task Force.
8. Audit Committee.
9. Programming Committee.
10. LSB Reports.

VII. New Business.

a. Motion: Finance Reports.
(10 Min.)
Crosier motion. That Pacifica management should provide monthly
written reports to the PNB containing:

1. Income statements showing comparison of actuals to budget for
all units (showing most recent month plus year-to-date figures)
2. Cash in bank for all units (this could be a balance sheet)
3. Central Services paid, and related transactions between NO and
the other units
4. Report of recent fund drives at stations, including pledge
total, actual cash taken in, number of days, and goal
5. Report on unpaid obligations to creditors

And that, Pacifica management should provide periodic (at least
quarterly) cash flow forecasts based on realistic projections to the

Bediako motion. To amend to add a #6: Provide a listing of the most
recent bank reconciliations reviewed for every bank account of the

b. Off Air Fundraising Strategy (Johnson).
(10 Min.)

VIII. Confirm Next Meeting. Next Special PNB Teleconference Meeting.
Date: March ___, 2010

IX. Meeting Adjournment. 11 pm (ET)