Pacifica National Board -Teleconference
January 14, 2010
[The Open meeting begins 9:50PM ET]

Open Session AGENDA

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.
(3 Min.)

For Attendance. X Present; Ab Absent; Exc Excused Absence; AL Arrived
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
Ia. Approval of Agenda
Ib Approval of Minutes (
3min) )
Ic. Acknowledgements (5 min)
II. Chairs Report
(3 min)
IIa CFO Report (10 min)
III Committee Reports
1. Finance Committee-
WBAI Budget, WPFW Budget, KPFK Budget, (45 min)
2. Affiliates Task Force (10
3. Coordinating Committee (15 min)
4. Elections Committee (5 min)

IV. Unfinished Business
a. Motion -Uzzell (15
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
b. Motion to disqualify for membership and participation in Pacifica
Governance-Davis (20 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 that 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 that acts to
undermine, counterbalance, destroy or limit the Pacifica Bylaws should be
disqualified from membership and participation in Pacifica governance.

b2: Steinberg: (10 min)
Whereas the WBAI LSB failed to elect any officers at its December meeting
conduct any of the business of the LSB as a result of disruptive activity by
members of the audience and whereas the Pacifica Foundation
cannot afford to pay expenses for meeting places and security for an LSB that
not carrying out its bylaws mandated responsibilities, the Pacifica National
Board, in an effort to bring the WBAI LSB into compliance with its
responsibilities, directs the WBAI LSB to conduct its meetings via telephone

This directive applies to the first meeting of the WBAI LSB/delegates assembly
in January. That meeting is directed to elect officers of the LSB and
Directors for the Pacifica Foundation as its first order of business. This
directive shall remain in place for subsequent meetings of the WBAI LSB until
such time as a further review by the PNB establishes that significant progress
has been made towards establishing an atmosphere of mutual respect and comity
that will allow the WBAI LSB to resume in person meetings.

All secret ballots at telephone conference meetings of the WBAI LSB shall be
conducted by email to a neutral third party who will tabulate the votes and
announce the results. The Pacifica legal counsel or his representative is
hereby designated to be a neutral third party responsible for counting secret
ballots. WBAI LSB telephone conference meetings will be streamed on the
Internet - unless they are part of an executive session - so that the public
may listen and a special telephone number will be made available for the
public to phone in public comments.

c. Motion re KPFK programming procedures-Ross (20
That the PNB in respect to KPFK's programming changes, "insist on
compliance with the by-laws and, accordingly, that the iPD desist from all
programming changes until a clearly defined and transparent process is
developed that includes respectful treatment of programmers and
responsiveness to the diverse needs of the listeners (demographic) and
communities (geographic) served by the station; and further that the
programming grid be returned to status quo ante until such time as this
process is developed."
d. Motion to acquire publicists-Ross (10
The PNB authorizes acquiring 6 Unpaid Publicists w/in 30 days of the
present date to work at each of the 5 stations and one head Publicist to
coordinate at National Office. Passed unanimously at KPFK LSB.
e. Motion to amend "Recalcitrant LSB" motion-Crosier-Ross
(30 min)
At the request of the Chair of the PNB, and upon presentation of specific
policies or adjectives that the chair declares an LSB is refusing to
follow and declaration by the Chair that reasonable attempts to obtain
compliance have failed, the PNB, after hearing from the directors of a
station that is said to be refusing to implement PNB policy or directives,
the PNB shall .... order the PNB directors from said LSB to investigate
and mediate the situation. If the situation is found to be that the LSB is
operating outside of the Mission and Bylaws of Pacifica and 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
f. Motions in regard to KPFA Finances-Turner
#1- Pacifica Rent- Reduce KPFA's Central Service Assessment by one
percentage point to 18.5% in exchange for KPFA housing the Pacifica
National Office.
#2- Spread out repayment of the unpaid central services KPFA owes Pacifica
National from fiscal year 2009-2010 over the next three years - for a
savings of roughly 1.25 FTEs
#3- Suspend KPFA's payment to replenish the national Heath Endowment fund-
for the savings of roughly 0.5 FTEs
#4- Suspend all in-person meetings of the Pacifica National Board, and
return 1/5 of the savings to each of the Pacifica stations for a savings
of roughly 0.4 FTEs (15 min)
g. Proposed Affiliates Task Force Structure -see addenda
(10 min)

f. Motion on harassment of staff-Reiter
(20 min)
It is the policy of the PNB that no member of the PNB shall repeatedly
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 ED or 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.

V. New Business- Campbell Johnson
VII. Adjourn (10:40)

Proposed Pacifica Affiliates Task Force Structure*


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.


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.


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
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

Task Force Reports.

All Task Force reports and communications shall be first approved by the Task

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 affiliates 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.
*Passed unanimously by the Affiliates Task
Force 12-9-10.
Recommendations to the PNB Addressing a Pacifica Turnaround
From Campbell Johnson, WPFW PNB Director
Year End Analysis and Updates
These recommendations were provided to the WPFW LSB as part of our PNB
Directors' Report. We ask the PNB to accept these constructive recommendations
in the spirit in which they are intended - to provide the vision and
accountability needed to help Pacifica regain its financial stability, vitality
and to achieve network growth.
These items build on our year's experience to offer specific recommendations
that can be implemented by the PNB. We would have preferred that the PNB's work
during the year might have been more comprehensive and governance focused in
its orientation. As 2010 comes to a close, the Pacifica Foundation continues to
be in financial and organizational peril.
This situation has persisted through and become aggravated over the past two
years. Unfortunately, the PNB's work has not provided a significant improvement
in Pacifica's fortunes during this time frame. The following recommendations
will provide the vision and accountability needed so the PNB's Directors may
better exercise their fiduciary responsibilities and enable Pacifica to launch
a well conceived and executed financial and operational turnaround.
The PNB is hereby adopts the following practices and procedures as Standing
Rules to enable the PNB to provide more effective leadership and governance for
the Pacifica Foundation.
1. (Financial Accountability) Establish a Standing Rule requiring monthly
approval of Pacifica's financial reports. The consolidated, station, National
Office and PRA financial reports need to include station budgets (and monthly
performance and variances); cash flow statement; balance sheet; detailed
analysis (including "aging") of accounts payable and accounts receivable. Also,
the reports should include projections of significant events. Lastly, the
reports should include progress reporting on implementation of recent
recommendations from the Auditors' recent Management Letter. To effect an
appropriate review, the PNB members must receive these written financial
reports no less than 48 hours prior to its monthly meetings. Following periodic
approvals as part of this Standing Rule, the Audit Committee will be charged
with reviewing the presentations for sufficiency and accuracy.
Effectively executing its fiduciary responsibilities requires the PNB to engage
and clearly understand our financial position. Pacifica's Chief Financial
Officer will be responsible for providing the monthly reports.
Reports will be reviewed and approved during the first day of the PNB's
quarterly meetings. This schedule will permit the PNB to use the Foundation's
financial status as a basis for making plans and taking actions during the
remainder of the meeting. These procedures are comparable to those established
by most successful nonprofit corporations.Recommendations to the PNB Addressing
a Pacifica Turnaround
2. (Strategic Planning) The PNB needs a Standing Rule to ensure that it
actively engages in the consistent development and implementation of
comprehensive strategic planning for the Foundation. By the PNB's April
meeting, the PNB must present and approve a strategic plan that will be
reviewed and updated for the July, October and December meetings.
At the PNB December meeting, the PNB will provide an assessment of annual
progress on implementing its strategic plan and make recommendations for the
next PNB that will be seated in January.
The PNB Executive Committee/Officers will have primary implementation
responsibility and will work with staff to undertake the needed work between
quarterly meetings. The PNB Vice Chair may be assigned the leadership
responsibility and volunteer facilitators may be employed as needed. Additional
PNB members may participate in the work of this committee. These steps will be
adopted as a Standing Rule. Later, the strategic planning process may become an
amendment to the Bylaws.
3. (Committee Service) Each PNB Board candidate must provide his/her
respective LSB, or associated affiliate organization/station, with a statement
indicating his/her qualifications for, and reasons for serving on each PNB
4. (Ethics Policy) The Bylaws contain provisions related to Conflicts of
Interest (Article Thirteen). Similarly, Pacifica has produced an "Ethics
Policy", which some persons are asked to sign. However, there is no proactive
way that Pacifica can ascertain the existence of a conflict of interest or
ethics policy violation. To ensure the ability to assurance our members that
sound ethical policies are implemented, a Standing Rule will be adopted to
require confidential annual disclosures. These procedures will be developed in
collaboration with our General Counsel.
There have been instances of PNB members and Pacifica employees bringing law
suits against the Foundation during the course of their active service and
employment. On the PNB, plaintiff members appear to have participated in Board
negotiations on their cases. While these circumstances may have no ethical
implications, we must recognize that many state governments, for profit and
nonprofit organizations require confidential annual disclosures so that these
entities are less vulnerable to unethical actions or the appearance thereof.
To ensure that the PNB and other persons associated with Pacifica can be
confident about the effective implementation of fiduciary responsibilities, the
PNB will establish confidential annual disclosure procedures so that all
persons associated with Pacifica can avoid any appearance of a conflict of
5. (Financial Expertise) To protect the interests of Pacifica and Network
stations, financial expertise is needed in regard to the station's budgeting
and other financial matters. Therefore, a Standing Rule is requested to direct
that either the LSB Treasurer and/or the PNB Director identified to serve as
the station's representative on the Pacifica
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Recommendations to the PNB Addressing a Pacifica Turnaround
National Finance Committee must be chosen among those individuals having the
strongest financial qualifications among the LSB Delegates.
6. (Pacifica Bylaws Certification) There is a Bylaws certification
indicating the date of August 23, 2003. However, these Bylaws have been amended
in July 2007 and September 2008. There is no statement of certification
regarding these amendments. The certification by the Secretary in 2003 does not
certify the amendments. A Standing Rule will be adopted to direct the Pacifica
General Counsel to ensure that a certification of the amendments is provided as
part of the Bylaws Certification.
And, the statement of Certification should include the Court Orders that are
referenced as "Exhibit A" and "Exhibit B". The statement indicates that they
are made a part of the Certification. If providing these exhibits along with
the physical copies of the Bylaws is impractical, there should be an
identification of where the documents may be easily accessed without charge.
Motion: Adopt the above six recommendations as Standing Rules to help Pacifica
regain its financial stability, vitality and to achieve network growth. [Motion
was not acted on by the PNB at its January 3rd conference call.]
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