Pacifica National Board-Teleconference (Open Session)

8:30 PM EST, 7:30 PM CST, 5:30 PM PST (scheduled)

Originating in Various Locations

Thursday, January 12, 2012

Meeting Minutes

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:38 PM Pacific Standard Time

a. Roll Call / Establish Quorum

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

Two members were absent: Rodrigo Argueta (KPFK), Kimory Orendoff (WPFW).

Also present: LaVarn Williams (Pacifica CFO), John P. Garry III (Recording
Secretary).

Audio Recording: The audio for this meeting can be accessed at KPFTX.org

[Audio Part 1]

b. Designate Timekeeper (5:43)

Crosier volunteered to be the timekeeper

Excused Absences (5:43)

None received.

c. Agenda Approval (5:43)

Johnson moved to remove two motions from the agenda: Outside Accounting;
Standing Rules.

Point of order from Rosenberg: PNB motions remain in effect in new calendar
years and with new boards until the board rescinds them.

Point of order from Rosenberg: If it is a committee motion, it cannot be
removed from the agenda by one member.

Point of order from Steinberg: It has not been substantiated that this motion
has been passed by the Audit Committee. The Chair needs to rule if it is a
private motion from Johnson or a an Audit Committee motion.

Point of order from Rosenberg: There was no audit committee meeting after
September 27, 2010 for the rest of the calendar year.

Point of order from Johnson: The issues (addressed in the motions) are moot.

The Chair ruled that the motions in question are committee motions and cannot
be removed from the agenda by one member. Johnson's motion to remove is out of
order.

The agenda was approved as amended.

e. Minutes Approval (6:02)

Bediako moved to approve all open session minutes that have been received by
the board (See Appendix B for the complete list). Motion passed without
objection.

II. Board Chair Report (6:15)

The Chair reported. Brazon provided additional reporting on the upcoming in-
person meeting. Discussion followed.

III. Management Reports (6:23)

Executive Director (absent due to personal exigency).

The Chief Financial Officer reported. Discussion followed.

IV. Committee Reports (6:37)

a. Affiliates Task Force (6:37)

Gray and Johnson (Committee Co-Chairs) reported. Discussion followed.

[Audio Part 2]

Affiliates Task Force report continues.

b. Archive Committee (6:55)

No report given. There was a discussion of the nature of the committee.

c. Audit Committee (6:58)

Reese (Committee Chair) reported.

l. Racism and Sexism (7:02)

Turner (Committee Convener) reported.

d. Coordinating Committee (7:04)

Crosier (Committee Chair) reported.

e. Development Task Force (7:06)

Gray (Committee Chair) reported and presented the following motion:

Motion 1: Publicists
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.
Passed unanimously at KPFA LSB and by the Development Task Force

Bediako moved to postpone consideration until the in-person meeting so the
Development Committee may create a selection process and a cost assessment.

Birden moved to approve provisionally, pending additional details regarding
selection process and costs. No vote taken.

Bediako's motion to postpone consideration was approved without objection.

f. Elections Committee (7:35)

Birden (Chair) reported.

Due to expiration of time the meeting adjourned at 7:38 PM.
An executive session was held immediately afterwards

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on May 10, 2012)

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Appendix A-Approved Agenda

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

a. Roll Call / Establish Quorum - Secretary (4 Min.)

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

Determine excused absences - Chair

b. Designate Timekeeper (1 Min.)

c. Agenda Approval (10 Min.)

d. Minutes Approval Approval of accrued Open Session Minutes. (20
Min.)

II. Board Chair Report - Chair - Summer Reese
To include any Executive Session Report Outs (5 Min.)


III. Management Reports
. Executive Director - Arlene Engelhardt (10 min.)
. Chief Financial Officer - LaVarn Williams (10 min.)

IV. Committee Reports


a. Affiliates Task Force - Heather Gray and Campbell Johnson, co-chairs
(5 Min.)


b. Archive Committee - (?), Chair (5 Min.)


c. Audit Committee - (?), Chair (5 Min.)


d. Coordinating Committee - Bill Crosier, Chair (5 Min.)


e. Development Task Force - Heather Gray, Chair (10 Min.)
Motion 1: Publicists
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.
Passed unanimously at KPFA LSB and by the Development Task Force

f. Elections Committee - Carolyn Birden, Chair (5 Min.)


g. Finance Committee - Tracy Rosenberg, Chair (5 Min.)

h. Financial Reform Audit Task Force (FRAT) - Ken Aaron, Chair (5 Min.)

i. Governance Committee - Marcel Reid, Chair (5 Min.)

j. Personnel Committee - Nia Bediako, Chair (5 Min.)


k. Programming Committee (5 Min.)

l. Racism and Sexism - Andrea Turner, Convenor (5 Min.)

m. Technology Committee - Kimory Orendoff, Convenor (5 Min.)


V. Unfinished Business

a. Motion by Johnson: Outside Accounting Firm (15 Min.)
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.

b. Motion by Johnson: Standing Rules on Financial Turnaround (15 Min.)
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 committee.

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 interests

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 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. 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 charge.

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.


c. Motion by Crosier: Public Criticism of Staff (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.


d. Motion by Steinberg: Membership Termination Standing Rule (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.


e. Motion by Rosenberg: Publicists. Passed unanimously at KPFA LSB
(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.


f. Motion by Davis: Membership re: Malice (10 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 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.

VI. New Business

a. From: Nwangaza: (10 Min.)
MOTION 1: To rescind the motion passed May 12, 2011 regarding the Pacifica
Affiliates Task Force (10 Min.)
b. From: Nwangaza:
MOTION 2: for a Pacifica Affiliates' - Pacifica Foundation Task Force
(15 Min.)
Introduction
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.
Mission
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.
Membership
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.
Officers
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.
Meetings:
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: Brazon: (10 min.)
Whereas Director Tracy Rosenberg posted "KPFA: An Open Letter on E-mails"
to Indybay.org 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.


d. from: Rosenberg: (10 min.)
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.


d. from Birden: (10 min.)
Whereas, the Bylaws state that "the term of a Director shall be one (1)
year. A Director may serve no more than five consecutive one-year terms.
A Director shall not be eligible for further service as a Director until
one year has elapsed after the termination of a Director's fifth
consecutive one-year term" (Article Five, Board of Directors of the
Foundation, Section 2: Term), clearly defining the firm limit of "five
consecutive one-year terms" for all Directors, and


Whereas, this term limit was not separately addressed in the motion that set up
selection procedures for the Affiliate Directors, it is

Resolved, by the Pacifica Foundation Board of Directors, that this limit (five
consecutive terms) required in the Pacifica Bylaws shall also apply to the
number of consecutive terms permitted by Affiliate Directors.

VII. Adjourn

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Appendix B-Approved Minutes

PNB 4-7-2011 open draft minutes2
PNB 4-27-2011 open draft minutes
PNB 11-10-2011 open draft minutes.doc
PNB 12-1-2011 open draft minutes.doc
PNB 12-8-2011 open draft minutes.doc

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