Pacifica National Board-Teleconference (Special Open Session)

8:30 PM EDT, 7:30 PM CDT, 5:30 PM PDT (scheduled)

Originating in Various Locations

Wednesday, July 27, 2011

Meeting Minutes

[Audio Part 1]

Audio recording of this meeting can be accessed at

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:47 PM Pacific Daylight Time.

a. Roll Call / Establish Quorum (5:47)

Twenty members were present, constituting a quorum: Laura Prives (KPFA),
Dan Siegel (KPFA), Andrea Turner (KPFA), Ken Aaron (KPFK),
Rodrigo Argueta (KPFK), Lydia Brazon (KPFK), Summer Reese (Chair, KPFK),
Terry Allen (KPFT), Jessica Apolinar (KPFT), Wesley Bethune (KPFT),
Bill Crosier (Vice-Chair, KPFT), Nia Bediako (WBAI), Carolyn Birden (WBAI),
Kathy Davis (WBAI), Alex Steinberg (WBAI), Campbell Johnson (WPFW),
Kimory Orendoff (WPFW), Marcel Reid (WPFW), Heather Gray (Affiliates),
Efia Nwangaza (Affiliates, Secretary)

Rene Bryce-Laporte (WFPW) resigned prior to this meeting.

One member was excused: Tracey Rosenberg (KPFA)

Also present: Arlene Engelhardt (Pacifica Executive Director), LaVarn Williams
(Pacifica Chief Financial Officer), John P. Garry III (Recording Secretary).

b. Designate Timekeeper (5:50)

Crosier volunteered to be the timekeeper.

c. Agenda Approval (5:50)

Johnson moved to have Unfinished Business items "e" and "f" moved to the top of
Unfinished Business. Motion passed by a roll call vote: Yes-12, No-2, Abs-1.

Yes-Allen, Apolinar, Bediako, Bethune, Brazon, Gray, Johnson, Nwangaza, Prives,
Reid, Siegel, Turner
No-Aaron, Birden, Crosier
Present not voting--Reese

The agenda was approved as amended without objection (see Appendix A).

d. Minutes Approval (6:05)

Birden moved to postpone approval of the minutes of June 22, 2011 because
copies of the corrected, amended minutes had not been distributed to the board.
Motion failed by a roll call vote: Yes-6, No--10, Abs-1.

Yes-Aaron, Apolinar, Bethune, Birden, Crosier, Siegel
No-Allen, Argueta, Bediako, Brazon, Davis, Gray, Johnson, Nwangaza, Prives,
Present not voting--Reese

Bediako moved approval of the minutes of July 22, 2011 with corrected
scrivener's errors, striking Birden's "move to not approve;" and adding
"Bediako moves to approve the June 9 minutes, seconded by Brazon."

Minutes approved as corrected by a roll call vote: Yes--12, No--2, Abs-2.

Yes-Aaron, Allen, Argueta, Bediako, Bethune, Brazon, Davis, Gray, Johnson,
Nwangaza, Siegel, Turner
No-Birden, Crosier
Abstain-Apolinar, Steinberg
Present not voting--Reese

Responding to a point of information from Aaron, Johnson reported that a person
had been nominated by two board members to replace Bryce-Laporte at the WPFW
LSB. Johnson also committed to report the results of the election to the board.

II. Board Chair Report (6:23)

The Chair gave an oral report on the communications created to publicly
announce and organize the current meeting--including on-air announcements at
KPFK--which are required by the Pacifica By-laws and the CPB and which will
hopefully improve public awareness and participation in PNB meetings. Johnson
reported that he had heard the on-air announcement. Questions from the board

III. Management Reports (6:29)

a. Executive Director Report

Engelhardt gave an oral report on several topics: a new IT committee;
improvement of the Pacifica website; the installation of KPFK General Manager
Bernard Duncan; a lease-option property in New York; AFTRA's expired contract
in New York (negotiations for a new contract will begin after the September in-
person PNB meeting); the Archives will provide short clips to Youth Radio; the
Archives will be applying for a major grant; FRAT; weekly meetings of the
Program Directors; a special 9/11 broadcast; the CFO's institution of a monthly
financial meeting with the stations; the completion of the pension audit.
Questions from the board followed.

Reid reported on the budget of the Washington DC in-person meeting; under $19,
000 for rooms and two meals a day, although the contract had not been signed.

b. CFO Report (6:44)

Williams read from and expanded upon a June 2011 fiscal report and summary.
Income is trending downward through the third quarter.

[Audio Part 2]

The CFO Report continued. Third quarter results are mixed. There will be a
monthly review with Business Managers. A surplus is expected at year's end.
Total listener support is under $9 million, $700,000 higher than prior year
2010. Total revenue is $12 million, which is slightly better than budget. Total
expenses were $10 million, slightly better than budget. Unrestricted cash in
bank is $1.4 million. Pacifica headcount is 157 1/2 employees or 111 full-time
equivalents. Year-to-date net income is a little over $1 million, a remarkable
improvement over the prior year. Spending must be kept down to preserve the
surplus. Net assets available for pensions are $749,441. Questions from the
board followed.

Time was extended ten minutes without objection. Discussion continued. After
time expired two final questions were allowed without objection.

Siegel moved to lengthen the open session by 30 minutes and shorten the
executive session by the same amount with adjournment to the executive session
at 8PM PDT. Motion passed without objection.

V. Committee Reports

Coordinating Committee (7:17)

Crosier (Coordinating Committee Chair) gave the report.

Responding to an objection from Brazon, the Chair ruled that nothing in
Robert's Rules prevents Coordinating Committee Motion 1 from being voted on and
a separate motion to rescind Brazon's substitute motion of June 22, 2011 is not
required. Point of order from Aaron: the question has been called.

MOTION 1: Date for next in-person PNB meeting
The Coordinating Committee recommends that the PNB have its next in-person
meeting on Friday, September 23 through Monday, September 26 in Washington,
Motion passed in committee 5 yes, 2 no

Motion passed by a roll call vote: Yes--9, No-7, Abs--3.

Yes-Aaron, Allen, Bethune, Birden, Crosier, Davis, Gray, Orendoff, Steinberg
No-Argueta, Bediako, Brazon, Johnson, Prives, Reid, Turner
Abstain-Apolinar, Nwangaza, Siegel
Present not voting--Reese

Responding to a point of information from Steinberg, the Chair reiterated that
the board should not address the rescission of Brazon's substitute motion at
this time. The Chair cited Robert's Rules of Order on Improper Motions (p.332,
line 15-20) and stated that she was at fault for not ruling Brazon's substitute
motion out of order, which she declared is a null and void motion in conflict
with the By-laws.

The Executive Director announced that travel reservations for the September in-
person meeting should begin immediately.

In the interest of time Coordinating Committee Motion 2 was set aside without

Finance Committee (7:42)

No was report given.

Audit Committee (7:42)

Reese (Audit Committee Chair Pro-Tem) gave the report.

MOTION 1: Financial Data
That National Office supply latest data, every month, one week prior to Audit
Committee meeting.

[Audio Part 3]

Motion passed without objection.

MOTION 2 (amended by Aaron and Birden):
Monitoring of Deficiencies in Audit Letter
That the Audit Committee monitor the progress of correction of deficiencies
noted in auditors letter, limited to strengthening internal controls, which
will be reported by the Executive Director or an individual designated by the
Executive Director and transmitted one week prior to the Audit Committee
meeting to the Chair of the Audit Committee.
7 yes, 2 no, 1 abstain

Aaron moved to amend "which will be reported by the Executive Director, and
transmitted one week prior to the Chair of the Audit Committee prior to the
scheduled monthly meeting of the Audit Committee."

Birden moved to amend Aaron's amendment, "or an individual designated by the
Executive Director."

The amendments and the motion passed without objection.

Johnson moved to hear from the Elections Committee. Motion passed without

Elections Committee (7:59)

Birden (Elections Committee Chair Pro-Tem) reported that a written report had
been distributed to the board prior to the meeting.

Aaron moved to adjourn to executive session. The meeting was adjourned without
objection at 7:59 PM PDT. The board reconvened in executive session from 8:05
PM to 8:36 PM PDT.

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on August 24, 2011)

Appendix A-Amended Agenda

I. Call to Order and Opening Business - PNB Chair (1 Min.)

a. Roll Call / Establish Quorum, - Secretary (4 Min.)
Determine excused absences - Chair

For Attendance. X Present; Ab Absent; Exc Excused Absence; AL
Arrived Late.

KPFA - Berkeley, CA: KPFK - L.A., CA: KPFT - Houston, TX: WBAI
- N.Y., NY:
__ Laura Prives __ Ken Aaron __ Teresa Allen __ Nia Bediako
__ Tracy Rosenberg __ Rodrigo Argueta __ Jessica Apolinar __
Carolyn Birden
__ Dan Siegel __ Lydia Brazon __ Wesley Bethune __ Kathy Davis
__ Andrea Turner __ Summer Reese __ Bill Crosier __ Alex

__ Rene Bryce-Laporte __ Heather Gray __ Arlene Engelhardt, ED
__ Campbell Johnson __ Efia Nwangaza __ LaVarn Williams, CFO
__ Kimory Orendoff __ Ricardo deAnda, GC
__ Marcel Reid

b. Designate Timekeeper (1 Min.)
c. Agenda Approval (5 Min.)
d. Minutes Approval Minutes from June 22 meeting (5 Min.)

II. Board Chair Report To include any Executive Session Report Outs. (5

III. Management Reports

a. Executive Director Report (5 Min.)
b. CFO Report (5 Min.)

V. Committee Reports

Coordinating Committee - Bill Crosier, Chair (15 Min)

MOTION 1: Date for next in-person PNB meeting
The Coordinating Committee recommends that the PNB have its next in-person
meeting on Friday, September 23 through Monday, September 26 in Washington,
D.C. Motion passed in committee 5 yes, 2 no

MOTION 2: Additional PNB teleconference meetings
The Coordinating Committee recommends to the PNB to schedule an extra
Saturday teleconference in July, August, October and January. Motion passed
in committee without objection

Finance Committee - Tracy Rosenberg, Chair (2 Min.)

Audit Committee - Summer Reese, Chair Pro Tem (15 Min.)

MOTION 1: Financial Data
That National Office supply latest data, every month, one week prior to
Audit Committee meeting.

MOTION 2: Monitoring of Deficiencies in Audit Letter
That Audit Committee monitor the progress of correction of deficiencies
noted in auditors letter, limited to strengthening internal controls. 7 yes,
2 no, 1 abstain

MOTION 3: Ongoing financial viability, analysis and monitoring of ratios
and working capital
That Audit Committee shall monitor and analyze the working capital and
ongoing financial viability of the Organization as highlighted in the
auditors letter. 7 yes, 2 no, 1abstain

MOTION 4: Selection of Audit Firm
That Audit Committee seek and obtain bids/proposals from three audit firms
and make a recommendation for the selection of an audit firm to perform the
certified audit for fiscal year 2011. Passed without objection.

Elections Committee - Carolyn Birden, Chair Pro Tem (2 Min.)

Personnel Committee - Nia Bediako, Chair (20 Min)

MOTION 1: PNB Personnel Committee Purpose
The PNB Personnel Committee shall create and distribute the performance
evaluation forms and facilitate the subsequent evaluation processes of the
Foundation's Executive Director and Chief Financial Officer and make
recommendations to the Board with regard to their job descriptions,
employment contracts, compensation, retention and separation from
employment. With the aim of increasing equity and uniformity among persons
doing similar work throughout the Foundation, the Committee's
responsibilities shall include, but are not limited to, the review of the
General Manager and Interim General Manager hire processes as well as the PD
and interim PD hire processes, the Pacifica Foundation Employment Manual,
organizational charts, paid and unpaid staff issues and any policies and
processes regarding other personnel matters. Approved without objection.

MOTION 2: Pacifica Foundation Program Director Search Process

The following steps must be taken in sequence in order to conduct an
approved search for a candidate to fill an open position. All references
below to "National Office" specifically indicate the National H.R. worker,
if one is in place, or if not, the E.D.

. LSB creates Search Committee - the PNB recommends that it include a minimum
of 7 and a maximum of 11 members. The Committee shall consist of LSB
members, including paid and unpaid staff members.
. Names, email addresses, and phone numbers of all committee members shall be
sent to the National Office.
. The Personnel Committee will provide a copy of the job description,
candidate evaluation criteria, and confidentiality agreement (for non-LSB
members) to the LSB Search Committee.
. Search Committee shall arrange through the National Office for publication
of an ad in venues reaching diverse communities per FCC and EEO
guidelines and the ad shall be placed within 7 days of the request. Ad
budget shall be set by the GM and LSB. In addition, an ad should be posted
at the station's premises, on its website and airwaves, and in its e-
newsletter or other publications. Application period shall be 30-45 days,
and applications shall be submitted to a central location in the National
Office and then distributed to all Committee members via email.
. Search Committee shall create a timeline for its work, including meetings,
rankings, interviews, and reports at each LSB meeting. There shall be two
sets of final interviews - one by any interested paid and unpaid staff
(preferably during an evening or weekend to accommodate unpaid staff with
day jobs), the other by the Committee, which LSB members who are not on the
Committee may attend but in which they may not participate. The timeline
shall include a meeting at which the Committee shall receive training from
the National Office on laws and rules concerning the hiring process. To
assure equal treatment of all candidates, each interview round shall be
conducted by the same method (e.g., phone, in-person, etc.). All initial
interviews shall be by telephone. All Committee meetings discussing the
hiring process shall be noticed to the public, and held according to the
open-meeting provisions of the Pacifica bylaws.
. The Committee shall formulate a list of standard interview questions for all
. The Committee shall decide on its pool (3-5) and rankings of recommended
candidates using Single Transferable Voting, with Committee members strongly
encouraged to write a brief explanation of their votes.

. The Committee shall write a final public report explaining the process it
went through in its search and recommendations. It shall also submit a
confidential appendix to the LSB containing the names and rankings of its
recommended pool members (3-5), along with any explanations written by
Committee members of their votes. In executive session, the LSB shall
discuss and vote on whether to accept the candidate pool and rankings as
presented by the Committee, or select candidates from the final round of
interviews, as described in # 4 above.

Strategic Recovery Plan Task Force (FRAT) - Ken Aaron, Chair (15 Min.)

MOTION 1: Deficiencies Correction Timetable
The Executive Director and the Chief Financial Officer shall work on
correcting all deficiencies reported in the Feb 2011 Auditors
Recommendations including evaluation of the business managers and software
training at each station and update progress on the spreadsheet on the FRAT
Yahoo Group. They shall update status of each deficiency by May 31st.
Progress will be reported every two weeks thereafter. By July 30th it is
expected that 70% of the deficiencies will have been remedied.

MOTION 2: Source of programming and funding, including syndicated Programs
That each (i)PD of each of the five units/sister stations be required to
supply to the Chair of the Board of the Pacifica Foundation (PNB,) a list of
every program aired on his/her station, giving the name of program, time/day
program airs, and whether the program is produced on-site, produced off-
site for that station, is produced at one of the five sister stations, is
produced at an affiliate station, or is produced by an outside production
company and syndicated to that station, as well as others. Additionally, it
shall be listed whether the program is volunteer produced and hosted, in-
house paid producer and/or host, outside produced and the station pays for
it, outside produced and free to the station, and whether it is
underwritten, and if so, by whom.

VI. Unfinished Business

e. Motion by Johnson: Outside Accounting Firm (from December, 2010) (10
The PNB hereby directs the Executive Director to solicit proposals from
knowledgeable, experienced Certified Public Accounting firms to provide an
engagement of managerial services that will involve an in depth review of
Pacifica's expense structure, accounting practices and operational leakages
(or redundancies) and include recommended expense reductions to enable
Pacifica to recover from the "going concern" alert status recently
identified by our external auditor. The National Finance Committee and
Audit Committee will jointly decide which firm will be selected. This
selection will be provided to the PNB for final approval and contracting.
The target date for the commencement of the engagement is May 2, 2011.
Engagement recommendations and an implementation plan will be presented to
the aforementioned committees. Upon PNB approval, the plan will be
implemented immediately. Due to the critical nature of Pacifica's need,
recommendations from the CPA firm are requested as they are developed and
should not await a final report. These recommendations and the firm's
reports will be provided by the firm simultaneously to the Executive
Director, CFO, the PNB Audit Committee and the National Finance Committee.

f. Motion by Johnson: Standing Rules on Financial Turnaround (from
February, 2011) (10 Min.)

a. Motion by Crosier: Public Criticism of Staff (from Mar. 23 Agenda,
carried over from 2010) (10 Min.)
It is the policy of the PNB that no member of the Pacifica National Board
shall 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 Executive Director or
to 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.

b. Motion by Steinberg: Membership Termination Standing Rule (from Mar. 23
Agenda) (10 Min.)
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. When this type of proceeding is
brought, all due process procedures called for, as noticed to all in the
Pacifica Bylaws, in Robert's Rules of Order (Chapter 20) shall apply.

c. Motion by Rosenberg: Publicists. Passed unanimously at KPFA LSB (from
Mar. 23 Agenda) (5 Min.)
The PNB authorizes acquiring six (6) unpaid publicists within 30 days of the
present date to work at each of the five (5) stations and one head Publicist
to coordinate at National Office.

d. Motion by Davis: Membership re: Malice (from Mar. 23 Agenda) (10
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 who 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 who acts to undermine, counterbalance,
destroy or limit the Pacifica Bylaws should be disqualified from membership
and participation in Pacifica governance.

1. (Financial Accountability) This Standing Rule requires monthly
approval of Pacifica's financial reports by the PNB. 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 in
person 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.

2. (Strategic Planning) This PNB Standing Rule ensures 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 assure our members that
sound ethical policies are implemented, this Standing Rule requires
confidential annual disclosures. These procedures will be developed with
inputs from the appropriate PNB committees and 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, this Standing Rule directs that either
the LSB Treasurer and/or the PNB Director identified to serve as the station's
representative on the Pacifica National Finance Committee must be chosen among
those individuals having the strongest financial qualifications among the LSB

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. This Standing Rule directs 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 a link or
other identification of where the documents may be easily accessed without

Motion: The PNB hereby adopts the above six recommendations as Standing Rules
to help Pacifica regain its financial stability, vitality and to achieve
network growth.

VII. New Business

a. From: Nwangaza:
MOTION 1: To rescind the motion passed May 12, 2011 regarding the Pacifica
Affiliates Task Force. (5 Min.)

b. From: Nwangaza: MOTION 2: for a Pacifica Affiliates' -
Pacifica Foundation Task Force (15 Min.)
The vision for the Affiliates' Program (The Program), at its inception, was
that The Program would facilitate the development, production, broadcast,
exchange and distribution of meaningful and influential progressive content,
provided by both the sister and affiliate stations. The Program was
expected to be a mutually supportive resource, serving its members as a
communication hub and a teaching/learning community. It would be dedicated
to improving both program content and delivery efficacy, with an ever
increasing number of progressive programs. The programming would be
responsive to Foundation and Afffiliate listener needs and interests and
give access to otherwise unavailable news, arts, and commentary for
worldwide radio, internet, and other possible platforms.
To achieve this objective, the Affiliates' Task Force was created and
charged with representing the Pacifica Affiliates and being a bridge to the
Pacifica Foundation. Consistent with the Pacifica Foundation's mission and
the Task Force's charge. The Task Force shall strive to build and maintain
an authentic Pacifica-Affiliate partnership by maximizing Affiliate
membership, input, and participation.
Any member of an Affiliate or Pacifica station is welcome to participate in
the Pacifica-Affiliates' Task Force.
Voting, Co-Meeting Facilitators and Monthly Meetings
Where voting occurrs, only duly designated station representatives of an
Affiliate or Pacifica station, who has 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 shall be convened by PNB assignment. It shall elect a pro
tem Facilitator or Facilitators (at least one of whom shall be an Affiliate
Director) for the first three meetings and a Secretary (who shall be any
voting eligible member of the Task Force). The permanent yearly
Facilitator(s) shall be elected at the third regular meeting.
The Task Force shall meet a minimum of once a month and conduct such
business as is consistent with its mission and in the manner prescribed the
by-laws of the Pacifica Foundation.

c. from: Steinberg:

Motion to rescind Brazon motion of June 22, 2011, stating only two in-person
meetings for year, owing to financial exigencies and setting next in-person
meeting date for September 23-26, 2011.

d. from: Brazon:

Whereas Director Tracy Rosenberg posted "KPFA: An Open Letter on E-mails" to news items site on Saturday, April 16, 2011 which included email
communications between attorneys on pending Pacifica matters of litigation,

Therefore it is resolved that the Pacifica National Board of Directors
censure Director Tracy Rosenberg.

e. from: Rosenberg:

Motion of censure against the 27 members of the KPFA LSB for demanding the
disclosure of confidential legal information in an open session of the KPFA
Local Station Board.

X. Adjournment 10:30 pm (ET)