Pacifica National Board
Finance Committee Meeting, March 4, 2005

The meeting convened via telephone conference call at 2:09 p.m. Pacific
Standard Time by Chair Pro Tem David Adelson.

Proposed Agenda:
1. Roll Call
2. Approval of Agenda
3. Results of election for committee Chair
4. Approval of Minutes
5. Review of PNB financial transparency motions and Administrative Council
request for tabling implementation
6. Reports from station Treasurers
7. CFO report
8. Review of memo received from Lonnie Hicks
9. Review of January Financials
10. Review of proposed budget adjustments

1. Roll Call
Present: David Adelson, Baruti Bediako, Jane Gatewood, Patty Heffley, Lonnie
Hicks, Mike Martin, Casey McFall, Mark Roberts, Marnie Tattersall, Sandy
Weinmann, LaVarn Williams

Absent: none

Guest: Dan Coughlin

2. Approval of the Agenda
The agenda was approved by unanimous consent with the following changes:
1. Add item after Approval of Minutes to review separate proposals by
McFall and Martin regarding committee process.

3. Results of election for committee chair
Mike Martin was elected Chair of the committee. Ballots were submitted by mail
to the Secretary in double-blind envelopes, and counted in the presence of an

Mike Martin assumed the role as Committee Chair.

4. Approval of Minutes
Minutes of the January 11, 2005 meeting were approved with no objections.
Minutes of the February 18, 2005 meeting were approved with no objections

Approval of minutes from the February 4, 2005 meeting was postponed until the
second half are submitted to the Secretary by LaVarn Williams.

Approval of minutes from the December 28, 2004 meeting was postponed until they
are received from former committee members.

5. Committee Process
Motion by McFall, 2nd by Weinmann
The National Finance Committee shall maintain a chart of action items to be
completed by committee members, a permanent place on the agenda shall be
established to review those items and progress toward completion, and that the
chart be placed into the official record as part of meeting minutes.

Approved with no objections

Martin proposed the establishment of two sub-committees to work on issues
related to 1)performance evaluations and 2)budget prioritization.

Discussion regarding this proposal ensued and included concerns regarding
public meetings and limited committee input. Martin will provide a written
outline of the proposal to the committee at the next regular meeting.

6. Review of PNB Financial Transparency Motions
Hicks and Coughlin stated that required information would be provided to the
committee immediately. Packages were processed mailing that afternoon, and
1. Monthly MEMSYS reports
2. Report on the number of active members at each station
3. Monthly financial reports
4. Employee headcount report with names, positions, hours and salaries
5. Report on Inter-unit transfers
In the event a required report is not applicable in any given month, a written
statement will be included and signed that there is no information to report.

Coughlin will work with Martin to ensure that all committee members receive the
reports and information being sent.

Coughlin discussed National Office concerns with releasing required
information, which included matters surrounding confidentiality of documents,
and issues with how committee members would make use of information provided. A
copy of a confidentiality agreement will be included in the mailing. Martin
will also send a sample confidentiality agreement to Coughlin.

The committee requested information regarding the scheduled joint meeting with
the Administrative Council to discuss a memorandum regarding General Managers'
concerns with providing reports. Coughlin and Hicks felt it inappropriate to
speak on behalf of others and requested that the General managers relay their
individual concerns at the meeting on March 11, 2005.

Extensive discussion ensued regarding the release of information, reasons for
resistance and/or hesitation by the National Office, and ways to ensure that
transparency is achieved without compromising confidentiality or the privacy
rights of employees.

Treasurers' Reports
Weinmann reported that the October fund drive was short of goal. The cash
position as of January 31, 2005 was short by approximately $50,000. The recent
fund drive raised $289,000 in 16 days. The goal was $300,000. The station
gained 900 new members. KPFT's General Manager has proposed extending fund
drives longer periods of time. A joint meeting of the station's Develop and
Finance Committees is scheduled for the coming week.

Motion by Martin, 2nd by Adelson
KPFT shall provide the National Finance Committee with a Contingency Plan to
deal with the projected budget shortfall at the next regular committee meeting.
Passed without objection

Bediako reported that the winter fund drive was complete. The drive lasted more
days than desired. The station is now telephoning pledgers to ensure

Coughlin reported that a telemarketing campaign has been piloted at WBAI. The
campaign targets lapsed members. Previous acquisition mailings have been
successful, and they are now being instituted at the local level.

The committee requested that Bediako provide information regarding costs for
moving the station.

Gatewood reported that the local finance committee will convene in the upcoming

As of December 31, 2004 total income was approximately $1,243,000. This amount
is $174,000 under budget. Salaries and related expenses are approximately
$25,000 over budget, and were $65,000 over budget in the prior year. Total
current expenses are $48,000 over budget. As of January 31, 2005, station
income was under budget by $22,000.

McFall reported that the local finance committee will convene in the upcoming
week. Station finances are healthy. The recent fund drive raised $1.05 million
in 13 days. The goal was $950,000.

CFO Report
Hicks reported that a proposal for budget revision will be sent to the
committee in two weeks.

The budget from which reports have been issued and expenses tracked is not the
budget approved by the PNB. Discussion ensued regarding the appropriate and
legal process for budget modifications and the requirement that the approved
budget be the only guideline used to determine fiscal standing and develop
reports. Martin, Roberts, Williams, Tattersall, and Hicks will meet to identify
the approved budget.

The costs of a proposed mid-year audit were questioned by the committee.
Coughlin reported that the cost would be approximately $10 - 15,000. The
committee consensus was that such an audit was not necessary.

Coughlin discussed the need for the committee to focus on "big picture" items.
In particular, there is a need for each station to build an adequate operating
reserve. There are also capital needs that include some which have been
deferred, such as building improvements. Future capital needs include
transmitters and digitizing studios. Coughlin also reported that there is a
concern regarding a flat listener growth rat.

Stations have received computers from the National Office for remote studios
and audio editing. Computers were purchased with central Services funds under
the "other programming" line item. The computers were purchased on a 5 year

Review of the January financials was postponed until the next meeting as a
result of the committee receiving them immediately before the meeting.

Other Items
The PNB referred parts of the Race and Nationality resolutions to the Finance
Committee. A subcommittee was formed to address the issue. Members of the sub-
committee include Martin, Roberts, McFall and Hicks.

A request was made for a list of the line items and an explanation of what was
included in each of them. Hicks will send this to the committee.

McFall reminded the committee of the requirement for non profit organizations
to have written fiscal procedures, separate from policies. Coughlin indicated
that those procedures already exist and will email them to committee members.

Scheduling of Next Meeting
The next regular meeting of the committee was scheduled for Friday, march 18,
2005 at 2:00 p.m. pacific standard time.

Reminder that there is a joint meeting with the Administrative Council
scheduled for March 11, 2005.

The meeting was adjourned without objection at 5:01 p.m. pacific standard time.

Respectfully submitted,
Casey McFall
These minutes were approved on 11/29/07.

Attachment: Action Items Chart

|Action Items from PNB Finance Committee Meeting * |
|Action |Who Responsible|Due Date |Date Completed |
|Provide real estate contact to Lonnie |LaVarn Williams|Not |N/A - contact |
| | |specified |not available |
|Report on consultant costs, including breakdown of costs |Lonnie Hicks |1/18/05 | |
|(who, how many, how much etc.) and procedures for | | | |
|procurement of consulting services | | | |
|Quarterly forecast |Lonnie Hicks |2/4/05 | |
|Report from Finance Committee to PNB |David Adelson |2/4/05 |2/28/05 |
| | | |(reported at |
| | | |PNB meeting) |
|All available reports and information required in |Lonnie Hicks |3/3/05 | |
|Financial Transparency Resolutions passed by the PNB on | | | |
|December 20, 2004. ** | | | |
|Mail Ballots for Committee Chair |All Committee |2/28/05 | |
| |members | | |
|Written explanation of salary variance shown in Dec. 04 |Lonnie Hicks |2/25/05 | |
|financial statements | | | |
|List of staff bonuses, including amounts, dates, |Lonnie Hicks |2/23/05 | |
|recipients, and approval process | | | |
|January financial statements |Lonnie Hicks |2/26/05 | |
|** All available reports and information required in |Dan Coughlin |3/4/05 per | |
|Financial Transparency Resolutions passed by the PNB on | |memo from | |
|December 20, 2004. ** | |Lonnie | |
|Written proposal for sub-committee structure |Mike Martin |3/18/05 | |
|Ensure that all non-PNB committee members receive reports |Mike Martin w/ |3/11/05 | |
|and information. |Dan Coughlin | | |
|Send Confidentiality Agreement sample to Dan Coughlin. |Mike Martin | | |
|KPFT Contingency Plan for dealing w/ budget shortfall |Sandy Weinmann |3/18/05 | |
|Report on projected costs for WBAI move |Baruti Bediako | | |
|Proposed budget modifications |Lonnie Hicks |3/18/04 | |
|Determine appropriate budget as approved by the PNB |Working group: |3/18/05 | |
| |Martin, | | |
| |Roberts, | | |
| |Tattersall, | | |
| |Williams, Hicks| | |
|Report from Race and Nationality sub-committee |Working group: |3/18/05 | |
| |Martin, | | |
| |Roberts, | | |
| |McFall, Hicks | | |
|List of line items (or chart of accounts) and explanation |Lonnie Hicks |3/18/05 | |
|of each | | | |
|Fiscal procedures emailed to committee |Dan Coughlin |3/18/05 | |
| | | | |

* Commencing with January 11, 2005 National Finance Committee meeting