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PACIFICA FOUNDATION<br />
Pacifica National Board - Teleconference<br />
March 23, 2011<br />
10:00 pm (ET)<br />
Open Session AGENDA<br />
I. Call to Order and Opening Business. PNB Chair Summer Reese will call meeting to order.<br />
a. Roll Call / Establish Quorum. PNB Secretary Carolyn Birden will call roll and establish a quorum.<br />
Excused absences will be determined and a timekeeper chosen. (2 Min.)<br />
For Attendance. X Present; Ab Absent; Exc Excused Absence; AL Arrived Late.<br />
KPFA - Berk, Ca.: KPFK – L.A., Ca.: KPFT – Houston, Tx.: WBAI - N.Y., N.Y.:<br />
Laura Prives Ken Aaron Teresa Allen Nia Bediako<br />
Tracy Rosenberg Rodrigo Argueta Jessica Apolinar Carolyn Birden<br />
Dan Siegel Lydia Brazon Wesley Bethune Kathy Davis<br />
Andrea Turner Summer Reese Bill Crosier Alex Steinberg<br />
WPFW – Wash. D.C.: AFFILIATES: STAFF & COUNSEL:<br />
Rene Bryce-Laporte Heather Gray Arlene Engelhardt, ED<br />
Campbell Johnson Efia Nwangaza LaVarn Williams, CFO<br />
Kimory Orendoff Ricardo deAnda, GC<br />
Marcel Reid<br />
b. Agenda Approval. (2 Min.)<br />
c. Minutes Approval. Feb. 25-26, 2011 Houston In-Person, Feb.15, 2011 & Jan.28, 2011 (4 Min.)<br />
II. Acknowledgements. (2 Min.)<br />
III. Management Reports.<br />
a. Executive Director’s Report. (5 Min.)<br />
b. CFO’s Report. (5 Min.)<br />
IV. Board Chair’s Report. To include any Executive Session Report Outs. (5 Min.)<br />
V. Committees and Working Groups Reports. (Convener)<br />
a. Audit. (Birden) (5 Min.)<br />
b. Coordinating. (Brazon) (5 Min.)<br />
1. Motion re: PNB Monthly Meetings. Unanimously passed Committee, 3-10-11.<br />
The Coordinating Committee recommends to the PNB that there be one regularly scheduled PNB<br />
meeting each month for the entire year, that it include both open and executive sessions, and that it be<br />
on the fourth Wednesday of the month, except that in November and December it be the first<br />
Wednesday, with additional dates to be chosen as needed.<br />
2. Motion re: PNB Meeting Schedule. Unanimously passed Committee, 3-10-11.<br />
The Coordinating Committee recommends to the PNB that the second Thursday of each month be<br />
reserved as a second meeting date, or for continuation meetings, to be used if needed, with the second<br />
Monday as an alternative if the second Thursday is not acceptable.<br />
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Pacifica National Board - Teleconference, 3-23-2011.<br />
Open AGENDA<br />
b. Coordinating. (Continued)<br />
3. Motion re: Next Regular (In-Person) PNB Meeting. Unanimously passed Committee, 3-10-11.<br />
The Coordinating Committee recommends to the PNB that the next "regular" (in-person) PNB meeting<br />
be June 4-6, 2011, and that the following regular meeting be Oct. 8-10 at a TBD location, and that a<br />
video conferencing option be considered.<br />
c. Elections. (Bethune) (5 Min.)<br />
d. Finance. (Aaron) (5 Min.)<br />
e. Personnel. (Bediako) (5 Min.)<br />
f. FRAT (financial recovery audit taskforce) (Crosier) (5 Min.)<br />
1. Motion from Affiliates TF: Proposed Pacifica Affiliates Task Force Structure. (10 Min.)<br />
Unanimously passed Task Force, 12-9-10.<br />
Introduction.<br />
The Affiliates Task Force focuses on understanding, communication and expansion of the Pacifica<br />
Affiliates Program. It shall be an advisory group to the Affiliates Coordinator, the two elected<br />
Affiliate Directors and to support Pacifica’s Affiliates Program. The Task Force is unique because it<br />
includes Pacifica’s clients (Affiliates) as well as Pacifica. This is due to the fact that the Affiliates are<br />
not only clients receiving services from Pacifica, but also partners in collaboration in the democratic<br />
media movement.<br />
Mission.<br />
Consistent with the Pacifica Mission, the Task Force’s mission is to facilitate communications between<br />
all parties within Pacifica and the Pacifica Affiliate Network; and to advance the practice and pursuit<br />
of sustaining and expanding grassroots community radio. The Task Force shall strive to increase the<br />
capacity of the Pacifica Affiliate Network through an exploration of mutual benefits: by working<br />
together, sharing programming, resources, information and economic stability.<br />
Membership.<br />
Anyone from an Affiliate station or Pacifica’s Network is welcome to participate in the Task Force, as<br />
long as they follow the four principles stated below:<br />
1) Participants respect the responsibilities and authority of affiliates’ General Managers in their<br />
contractual and financial relationships with Pacifica Foundation.<br />
2) Participants respect the responsibilities and authority of Pacifica staff in their contractual and<br />
financial relationships with Affiliate station.<br />
3) Participants respect the responsibilities and authority of members of the Pacifica National<br />
Board.<br />
4) Pacifica staff and board members (and affiliate general managers if they are involved) respect<br />
the right and responsibility of the Task Force to organize itself as it sees fit to be most effective<br />
and to make recommendations as an advisory body.<br />
Voting, Co-Meeting Facilitators and Monthly Meetings.<br />
When voting is involved only Task Force members who have attended three consecutive meetings (the<br />
meeting of the vote and two meetings immediately prior to the vote) shall be allowed to vote. The<br />
Task Force will elect Co-Meeting Facilitators (who shall be PNB Directors) and a Secretary (who shall<br />
be any member of the Task Force). In order to select permanent yearly Facilitators, there shall be a<br />
pro tem Facilitator for the first three meetings. The Task Force shall meet a minimum of once a<br />
month.<br />
Policy Recommendations.<br />
Most of the Task Force’s work is collaboration, information-gathering, and communication. In order to<br />
secure institutional support for the network, there may, occasionally, be a need to make policy<br />
recommendations to the PNB and/or staff.<br />
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Pacifica National Board - Teleconference, 3-23-2011.<br />
Open AGENDA<br />
1. Motion from Affiliates TF. (Continued)<br />
Task Force Reports.<br />
All Task Force reports and communications shall be first approved by the Task Force.<br />
Operations and Subcommittee Structure.<br />
The Task Force provides a forum for input and discussion about the needs of affiliates and Pacifica,<br />
and for developing the affiliate’s network. It provides a support system for this process. It also works<br />
on individual advisory projects. These are implemented by subcommittees, in coordination with the<br />
Affiliates Coordinator. Subcommittees currently being recommended include (but are not limited to) a<br />
Survey Subcommittee for gathering information about affiliates’ needs and a subcommittee for<br />
financial development. These are being recommended in response to needs that have become evident<br />
during this past year.<br />
VI. Unfinished Business.<br />
b. Motion by Crosier: Public Criticism of Staff. (10 Min.)<br />
It is the policy of the PNB that no member of the Pacifica National Board shall criticize publicly, or<br />
demean publicly in any way, members of the staff. Any legitimate criticism of the work of staff<br />
members that a member feels needs to be acted on is to be forwarded to the Executive Director or to<br />
the PNB for resolution. Failure to abide by this policy will be interpreted as action against the interests<br />
of Pacifica, and will be subject to the disciplinary procedures provided for by the Bylaws for such<br />
actions.<br />
c. Motion by Steinberg: Membership Termination Standing Rule. (10 Min.)<br />
Due to possible conflict of interest, any person who has been terminated from the Pacifica Foundation<br />
employment for cause shall be prohibited from membership in the Pacifica Foundation. When this<br />
type of proceeding is brought, all due process procedures called for, as noticed to all in the Pacifica<br />
Bylaws, in Robert's Rules of Order (Chapter 20) shall apply.<br />
d. Motion by Rosenberg: Publicists. Passed unanimously at KPFK LSB. (5 Min.)<br />
The PNB authorizes acquiring six (6) unpaid publicists within 30 days of the present date to work at<br />
each of the five (5) stations and one head Publicist to coordinate at National Office.<br />
e. Motion by Davis: Membership re: Malice. (10 Min.)<br />
Be it resolved that any person or member of the Pacifica Foundation that acts with malice and/or<br />
violence and/or levies threats; either verbal or physical against Pacifica staff or members of the LSB or<br />
PNB should be disqualified from membership and participation in Pacifica governance. Further, any<br />
person or member of the Pacifica Foundation who acts to limit or undermine the fund<br />
raising and or function of the Pacifica foundation or its radio stations and broadcast licenses should be<br />
disqualified from membership and participation in Pacifica governance. And, that any person or<br />
member of the Pacifica Foundation who acts to undermine, counterbalance, destroy or limit the<br />
Pacifica Bylaws should be disqualified from membership and participation in Pacifica governance.<br />
VII. New Business.<br />
a. Broadcasting Ownership (FCC) Report Questionnaire. (5 Min.)<br />
VIII. Adjournment. 11:45 pm (ET)