From: http://www.ringnebula.com/PNB/PNB_1999_1031.htm


PACIFICA FOUNDATION
NATIONAL ANNUAL BOARD MEETING
Taken at the
DOUBLETREE HOTEL HOUSTON, TEXAS
Taken on the date of: SUNDAY, OCTOBER 31, 1999

(START OF AUDIO TAPE 3, SIDE A)
FEMALE SPEAKER: Okay. All right. We're going to start the meeting.
This is the Governing Board of the Pacifica Foundation. Let me first
say this is a public meeting. That we have had very strong advice
from the Houston Police Department that based on their knowledge and
information, and based on whatever happened yesterday, the facts of
which I'm not fully aware, that we should not have a public meeting.
They have also admonished me personally that my life it at risk and
has been at risk for quite some time as a result of the Pacifica
crisis. But we are going to have this meeting as it was scheduled.
And I am glad that in the negotiations that took place behind the
scenes that we were able to continue with it today. And I hope that
the meeting and the exchanges today will be non-violent and orderly,
and not disruptive. Although I must tell you that the Houston Police
Department says that under the laws of the jurisdiction, that if
people are violent or disruptive they will be arrested.
I do not want anyone arrested. I know that first of all, arrest make
nice visuals. I'm not interested in giving anyone nice visuals. Two,
I don't believe in having people arrested. So I would hope that we
would be non-violent and orderly in this meeting. And we don't mind
disagreement, that's why we have public comment, people who say
whatever they want. We're not required to have it but we do. So I'm
just asking you in good faith, and challenging you keep your
behavior non-violent and orderly so that this can take place in the
way that we all would want.
And I also want to tell you in advance that some of the actions that
are going to take place at this meeting, are that there will be a
resolution introduced and passed unanimously, I'm sure, to reaffirm
again our commitment to not selling any of the Pacifica Stations,
including KPFA, WBAI, all of the stations and the assets of the
foundation, which is our position and that resolution will be passed
today. We also intend to vote today on the recommendation that Pete
Bramson (phonetic sp.) be named to the Executive Committee as the
representative from the signal area. We also intend to affirm today
that no member donations will be used to pay the security costs
associated with the events that occurred at KPFA, so that none of
the donations that have been contributed by members at any stations
would be used for that purpose.
And other matters that I think, and we'll have some new members,
some other matters that I think, I hope people will regard as things
that they could support. So with that I want to proceed with the
seating of the members and I turn to the Vice Chair, Mr. Acosta.
MR. ACOSTA: Thank you, madam Chair. I want to preface my remarks
with reading from the addendum that we had added to the by-law
change back in February of this year in Los Angeles. That the Board
Governance and Structure Committee reports the following regarding
the nomination of directors. The committee is committed to
maintaining a National Governing Board composed of a majority of
persons of color. Keeping in mind that this a goal and not a quota.
The committee recognizes that Local Advisory Board will still have
input in the Governing Board though the council chairs, and the
right to nominate as a body or individually directors to the
governing through the Board Governance and Structure Committee. The
only limitation is that the nominee not be a LAB member and a
Governing Board member concurrently. The committee will insure
representation from the signal area of each Pacifica Station. And
the Executive Committee must have representation from each of the
signal areas. Today, the Board Governance and Structure Committee
will be nominating three persons, two of those persons were
nominated from the LAB. Before this meeting the majority of the
persons on the Board were color. Three-fourths of the members came
directly from the LAB's. And all the signal areas were represented
on the Board and the Executive Committee. After today's vote the
same thing is going to be true. So we are doing what we said we're
going to do. At this time I'd like to place in the nomination of
three people, Carolyn Van Putnam (phonetic sp.), Wendell Johns, and
Thomas Moran.
FEMALE SPEAKER: Anybody second, do I hear a second.
AUDIENCE: Second.
FEMALE SPEAKER: Yes. Any discussion.
MALE SPEAKER: Is this a combined vote,
FEMALE SPEAKER: Yes, it is.
MALE SPEAKER: or separate?
FEMALE SPEAKER: We're voting on all three of the nominations.
MALE SPEAKER: May I ask that they are separated?
FEMALE SPEAKER: Is there any support for the idea of separating the
nominations?
MALE SPEAKER: May I just make a statement?
FEMALE SPEAKER: Yes.
MALE SPEAKER: I would just like to say at this time I feel it is
more important that we accept the members that have been nominated
to this door by the LAB. I made my position clear yesterday, but I
would like to make that clear that I want to nominate the people who
have been nominated by the LAB.
FEMALE SPEAKER: Okay. Are you, is anyone supporting the motion to or
the suggestion, which I guess you would make in the form of the
motion to separate them. Yes.
MALE SPEAKER: I would like to, all right. I think that we should
recognize that --
MALE SPEAKER: Speak into the mic here.
MALE SPEAKER: I think everyone should recognize that, that unless we
have all three candidates selected, it will be likely that we
wouldn't have the candidates some people would like elected at all.
And this, this was a compromise that was made in order to protect
the interests of the LAB, and make sure that the LAB's could have
the director or to have someone to represent them. I know everyone
won't be happy with that, it's the best we could do in the spirit of
compromise.
FEMALE SPEAKER: Is there any other discussion, if not, then we would
call for the question. All in favor of the motion as stated by the
Vice Chair and second it by whoever did it, I forgot, yes, Lucy,
indicate by say I?
AUDIENCE: I.
FEMALE SPEAKER: Opposed?
AUDIENCE: Opposed.
FEMALE SPEAKER: Okay. All members voted in favor except Mr. Bramson,
the nominees are elected and they may come forward to be seated, if
they are out there anywhere. The nominees are Mr. Moran, Ms. Van
Putton, and Mr. Wendell Johns, we need to make room for them at the
table so that they can vote on matters that come before this Board.
There is a seat over here, and there is one over there. Okay. And
there is one there, I think, there, somewhere.
FEMALE SPEAKER: There is one right there.
FEMALE SPEAKER: Okay. Yes, please.
MR. ACOSTA: I'd like us to just point out that when we made this
change in the by-laws of the way directors were nominated and
elected, there was concern from the community that local input was
going to diminish, and I'm happy to say that both concerns have not
been realized. Over three-fourths of the people on this Board, at
this table, are members directed by the communities in local areas.
And as far as diversity goes, we've always done this and we continue
to maintain it, we have a very diverse group here. We have
Hispanics, Anglo Americans, African Americans, and the next wave of
nominees that we're considering were going to be woman, Asian
Americans, Hispanic Americans, and Indian Americans. So that the
communities can use this Board as an example to set in your
community for diversity.
At this time also I'd also like to place in the nomination for the
Executive Committee from the Bay Area, Peter Bramson?
FEMALE SPEAKER: And I would second it. Oh, somebody else second it,
that's right, I can't do this?
AUDIENCE: I'll second it, I'll second it.
FEMALE SPEAKER: Okay. And I would like to speak to the nomination,
if I may, Vice Chair. I want to support very strongly the election
of Pete to the Executive Committee. While Pete and I do not always
agree about everything, if we ever agree about anything, it is, we
have quite interesting discussions and I respect him, and respect
his understanding of his role as a Board member. And I think he will
make an important contribution having experience with the rest of
the Board members here and is the best person at this time to be the
representative of the signal area from which he comes. So I hope
everybody else will endorse this. Is there any further discussion
before we take a vote on this? Okay. Yes.
MALE SPEAKER: Before we vote I want to congratulate Pete on his new
baby girl, Jessica Rose, two weeks old.
FEMALE SPEAKER: All right.
MALE SPEAKER: To support your decision.
FEMALE SPEAKER: And may she keep growing an ounce every day for a
while. Okay. I call for the question, all in favor indicate by
saying I?
AUDIENCE: I.
FEMALE SPEAKER: Opposed? Unanimous, so ordered. There should, the
minutes, could I have a motion to approve the minutes of the last
meeting.
MALE SPEAKER: So moved.
FEMALE SPEAKER: Could I get a second.
MALE SPEAKER: Second.
FEMALE SPEAKER: Any discussion? All in favor indicate by saying I?
AUDIENCE: I.
FEMALE SPEAKER: Opposed, so ordered. The next meeting of the Board
will be scheduled for February 25th, 26th, and 27th. The 25th will
be a Board training day. These seem to work very well, we need a lot
of training, we haven't been trained too well yet. And we have some
new members now. And then the committee is on the 26th and the
meeting on the 27th, and we hope that members will be able to
schedule themselves to be able to come to the meeting. Where as to
where the meeting will be, there has been some discussion in the
Executive Committee about having the meeting at a place where we
have an affiliate. We usually meet where we have stations, but we
have affiliates too, and we haven't had the idea in the past of
meeting anywhere near an affiliate. So the question is try to
identify an affiliate station that would, we could meet near, and to
also consider the geography and the travel time, and everything else
that would be involved for Board members. So we will hear more about
where, where it should be. So the dates, if you would hold those
dates we would very much appreciate it.
There should be at this time a report from the Local Advisory
Committee share, Shirley Adams, that I do not think is here. She, is
she here? You're not a she so you can't be here.
MALE SPEAKER: She said she would be here at 10 o'clock and she asked
that (unintelligible).
FEMALE SPEAKER: I can't hear what he's saying.
FEMALE SPEAKER: He says that she won't be here until 10 o'clock and
ask that her place be moved in the agenda to accommodate that.
FEMALE SPEAKER: Oh, okay. Because I had a phone message from her
last night that said that she didn't know whether she would be here.
Is your information later than last night?
MALE SPEAKER: No.
FEMALE SPEAKER: Is your information later than 9 o'clock last night?


MALE SPEAKER: No.
FEMALE SPEAKER: Oh, okay. Is 10 o'clock?
MALE SPEAKER: Not yet.
FEMALE SPEAKER: Not yet. Well will defer to see if she, in fact, is
able to come. If not, I can tell you a little bit about what the LAB
Chairs had to say in the meeting that I, that I had with them which
I had. Let's go on to the committee report. The first report is from
the Executive Committee and the Executive Committee, the first thing
we want to do is have a esolution recommended by the Executive
Committee, which is a resolution which would indicate that this
Board eiterates it's view and it's, if I can find the language. The
Board reiterates it's view that the stations of Pacifica are not for
sale. Pacifica eiterates it's firm position that no Pacifica station
is for sale. That Pacifica indeed wants to strengthen, improve,
grow, and diversify the audiences of our stations, and that they are
emphatically not for sale. That is the resolution from the Executive
Committee. If I could get a second, and then if we could have a
discussion to see if anybody wants to modify language or to do
anything else. Could I have a second?
MALE SPEAKER: Second.
FEMALE SPEAKER: Bill has got it good.
FEMALE SPEAKER: Okay. Bill. Comments.
MALE SPEAKER: I would suggest the following in the no sale
resolution. The Pacifica National Board of Directors hereby directs
the Pacifica Executive Director take no action relevant to the sale,
transfer or encumber. Pacifica Board keeps license of stations
including, but not limited to the exploration of the sale or the
sale itself. The Board further resolves in (unintelligible) whole
Board or any Board committee or any individual Board members would
take such actions.
FEMALE SPEAKER: Yes.
MALE SPEAKER: I'm sorry was that a resolution, was that a --
FEMALE SPEAKER: This is substitute resolution or a modification or
amendment or in the nature of a substitute.
MALE SPEAKER: I too would like to offer, what I guess is a
substitute resolution.
FEMALE SPEAKER: Go ahead.
MALE SPEAKER: I would like the resolution as stated to be cast,
however, I would also like it to be referred to the Board of
Governance Committee for appropriate wording and submission to the
Board, so that such resolution is enshrined as part of our by-laws.
My purpose in doing that, if I may extend my remarks, is to require
a super majority in any change in that status in the future. At
present we offered a resolution which I certainly endorse, but which
could be changed by a simple majority of any future Board. I'm sure
the members here would not, a future Board might be able to change
it by a simple majority. I would like to raise the threshold for
taking such action by requiring the kind of two-thirds vote that a
change in the by-laws would require.
FEMALE SPEAKER: Any further comment? Yes.
MALE SPEAKER: That is a really good idea, Frank. I think that given
the sensitivity in the community that I come from and the work that
I expect to do in the next few months, it would be very valuable to
pass a resolution that Pete read and stated, and to do the committee
work in the next three months, certainly pass that as the resolution
in three months, thereby replacing this function. As you have
stated, it would only take a majority vote in the next meeting to
replace this one. So let's go ahead and pass this one and then we
can come back with that good idea in February.
MALE SPEAKER: May I inquire as to the parliamentary status of my
proposal, was that a second?
MALE SPEAKER: Excuse me.
MALE SPEAKER: Are you seconding my motion?
MALE SPEAKER: No, man, no.
FEMALE SPEAKER: Let me, I will answer your question about the
parliamentary status of it, to the extent that I can, in a minute,
I'm not parliamentarian. But let me ask you, Pete to read it again,
the language. I know what language I read, others may not, but I
know every, let me ask you to repeat again the language you wrote?
MR. BRAMSON: The Pacifica National Board of Directors hereby directs
that the Pacifica Executive Director take no action relevant to the
sale, transfer or encumber any Pacifica broadcast license of station
including, but not limited to the exploration of a sale or the sale
itself. The Board further resolves in the (unintelligible) whole
Board nor any Board committee or any individual Board member will
take such action.
FEMALE SPEAKER: Yes, Mr. Lucy (phonetic sp.).
MR. LUCY: This, of course, would be, does your, do you presume that
the Executive Director have that authority do now?
MR. BRAMSON: I do not.
MALE SPEAKER: Either do I.
MALE SPEAKER: So why would we be directing someone who do not have
the authority to do that?
MALE SPEAKER: It would be a matter of assuring a nervous community
about the direction of the future of Pacifica.
MALE SPEAKER: But is the community nervous about, the director
nervous about the Board?
MALE SPEAKER: Yes.
FEMALE SPEAKER: Yes.
MALE SPEAKER: (unintelligible). And clarify for me, my assumption is
normally (unintelligible) that has the authority to sell anything
that belongs to Pacifica is (unintelligible).
FEMALE SPEAKER: That's correct.
MALE SPEAKER: And therefore I see no need to direct the director do
anything. Anything the director did that was in conflict what we
want him, her successor would not.
FEMALE SPEAKER: That's not --
MALE SPEAKER: I think I, depending on what the status of Frank's
motion is, the question of how the by- laws would be amended, I
think, is a question that would certainly give as much comfort as
necessary that a super majority would be meeting (unintelligible) to
ever vote for the sale of an asset. I certainly do not assume that
the director has the authority or any convening of this Board would
have the authority.
FEMALE SPEAKER: Right. So that's why it's a very puzzling kind of
motion in terms of, as Mr. Lucy said, directing people who have no
authority to do something, not to do something, and not directing
people who do have the authority, it's very puzzling. Yes, Mr.
Moran.
MR. MORAN: Madam Chair, you know, the, I, I follow resolutions that
Congress passes or that legislation in California passes, and often
times the resolutions that are passed are symbolic in nature, as
well as amending. There are two aspects to what Pete just read, some
of which is you have directly stated our redundant in the sense that
the executive director does not have the right to do that. However,
it is often the case by passing language that is, of that nature, we
are reassuring the community. And I am looking for two things and
one of them is for us to put some such resolution on the books that
makes it a higher standard for this Board, and I welcome whatever
comes out of the committee in February to raise that standard. I
think it's also a message that needs to be sent to the community,
and I don't see any harm in passing that resolution as stated.
MR. LUCY: May I continue my comments?
FEMALE SPEAKER: Yes, please, Mr. Lucy.
MR. LUCY: It's a question of, of putting this Board in a position
where it could not take this action, and we ought to raise the bar
beyond two-thirds. Whatever comfort level we get at this Board
cannot initiate such an action. I'm not, I see no reason to get into
a jerk off session with the director who do not have the authority
to implement anything other than Board policies. So if we want to
raise the bar in the Board, and then I think that something worth
discussion.
FEMALE SPEAKER: Well, if, if the meaning is that I'm going to get to
the by-law question in a minute, I'm going to do that. If the intent
on this side of the table from the persons who feel themselves
representing the community in the bay area, if the feeling is that
even though the executive director does not have the power, and we
know this, that the community thinks that the executive director
does, and the community would be happy to have us have a motion
saying that the executive director shouldn't do it, because they
will feel better, then fine, let's pass a motion so that they will
feel better. It is irrelevant and has nothing to do with the issue.
The most important question is, as Mr. Lucy said, is that the Board
says that it will not sell the stations, encumber assets, or
whatever else you said. And I think everybody here would be entirely
prepared to vote for a motion which said that this Board will not
sell any of the stations, encumber any of the assets, or the
license. We would all vote for that. And so we're wasting time, I
think discussing it. And the executive director must be guided by
any decisions that the Board makes period. And then we can go on and
refer Frank's motion about the by-law change to Board Governance for
them to work on, and see what we come with as a resolution. And I
think that everybody, and we can say that yes, and in passing it,
saying the Board won't do it, it means, that the executive director
obviously can do it because the director can't and can only do what
we say, and we're happy to pass that. Yes.
MALE SPEAKER: If that so why don't we just take Pete's resolution,
take out the part about the executive director and just phrase it
the Board will not --
FEMALE SPEAKER: Do all those things.
MALE SPEAKER: (unintelligible) how that everybody can agree with it,
a replacement recommendation, just (unintelligible).
FEMALE SPEAKER: Frank.
MALE SPEAKER: I'm a little concerned about the phrasing, about
encumbering assets, whether that's a little over broad. Because
although I'm sure I know your intent, we do have assets that are
after all, non- controversial to some degree. I mean, you know, we
have a whole stock say of tape, what if we wanted to take out a loan
against the value of our archives in order to improve the status of
our archives. I would hate to think that we were prohibited from
doing that because we had signed on to not encumbering any assets. I
also realize that to some degree, the fact that we have, we own
property which has mortgages on it, and those mortgages are
encumbrances, and I would hate to say, be doing anything that says,
well, we have to discharge those mortgages like that because they
are encumbered assets.
FEMALE SPEAKER: Yes, I think that in that case you're correct,
Frank, it is unartfully drafted, but why don't we just say the part
about encumber any licenses or station. I think that's what they
mean.
MALE SPEAKER: (unintelligible).
FEMALE SPEAKER: I think that's what they mean.
MALE SPEAKER: It does not read assets, it reads encumbrance of any
Pacifica broadcast license or station.
MALE SPEAKER: All right. Okay. Fine. I withdraw it.
FEMALE SPEAKER: And there was something about assets you read.
MALE SPEAKER: Should I read it again?
FEMALE SPEAKER: Yes.
MALE SPEAKER: The Pacifica National Board of Directors hereby
directs that the Pacifica Executive Director to take no action
relevant to the sale, transfer or encumbrance of any Pacifica
broadcast license of station including, but not limited to the
exploration of a sale or the sale itself. The Board further resolves
in a meeting of the whole Board, nor any Board committee, nor any
individual Board members will take such actions. There is no word
assets in it at all.
MALE SPEAKER: Okay.
FEMALE SPEAKER: Why don't we agree to first pass the resolution
disavowing the intent to sale, encumber broadcast licenses on the
part of the Board. Work on the language. We don't need the Executive
Director there except to say, if you want us to say the executive
director is understood to have no power to, well, anyway, the
language hear displays that.
MALE SPEAKER: The Pacifica National Board will take no action
relative to, just cut the part out, directs hereby the executive
director.
FEMALE SPEAKER: Well we could do that, but I hear from them that the
community wants us to direct the executive director to do something.
I'm not sure what?
MALE SPEAKER: To not to do something.
MALE SPEAKER: Or refrain.
FEMALE SPEAKER: Or not to do something, so.
MALE SPEAKER: I would second the Rabbi's suggestion,
(unintelligible).
FEMALE SPEAKER: Why don't we then pass the resolution, which is
simply, yes, Mike.
MALE SPEAKER: I just want to remind them to indicate individual
Board members is redundant. Just saying we're also (unintelligible)
in L.A.
FEMALE SPEAKER: Speak into the mic, please.
MALE SPEAKER: There was a motion passed that operations would be
maintained (unintelligible) single areas, to such a degree
(unintelligible) majority (unintelligible) and the idea to not
foresee any of this (unintelligible) individual Board members is
redundant. The Board is (unintelligible).
FEMALE SPEAKER: And what was the language about individual Board
members, just read that part.
FEMALE SPEAKER: Speak into the mic.
MALE SPEAKER: The Board further resolves that neither the whole
Board, nor any Board committee, nor any individual Board member will
take such actions which includes the exploration of the sale. So,
because there is the language of exploration of sale, I think that's
an important thing. Any question of redundancy, I kind of like
redundancy, and also like saying things again.
FEMALE SPEAKER: Well let us, let us, let us be clear what is meant
by no individual Board member shall explore, what does that mean to
the people who propose the resolution? What is the meaning of that
in terms of what an individual Board member may or may not do?
MALE SPEAKER: It means (unintelligible) individual Board member
(unintelligible) exploration.
FEMALE SPEAKER: What do you mean by exploration?
MALE SPEAKER: Figure out what the license value is.
FEMALE SPEAKER: I beg your pardon?
MALE SPEAKER: Figure out what the value of a license is, figure out
the value of a station, something like that.
FEMALE SPEAKER: Why would, why would an individual Board member have
a constraint on their freedom as an individual to acquire
information if they wish personally to acquire, so long as they do
nothing with it. I, myself do not intend to do such a thing, and I'm
not interested in doing it, but it would seem to me that in the name
of individual liberty that if an individual wishes to make any kind
of inquiry about anything, that an individual has every right to do
that. And for us to pass something saying what some individual
cannot do violates every tenant I know of individual liberty. What
is this all about. I can see a resolution that says that the Board
will not do X, Y, Z. No individual can sell a station. You mean if
some Board member is sitting at their home in the heat of the night
some time, and say, boy, I wonder how much, you know, somebody would
pay for one of these station, and they're talking to somebody and
they say, well, we know somebody would pay, you know, 80 million
dollars, I'm making it up. That they have violated the policy
because out of inquisitiveness or curiosity, they found that out,
and were exploring it. Is that what this resolution means?
MALE SPEAKER: Is, Madam Chair, is the relevance to an individual
going to do it for, or an individual as a Board member?
FEMALE SPEAKER: Well, an individual is both an individual and a
Board member.
MALE SPEAKER: So I interpret this as communicating hat as no
individual Board member, take that out.
FEMALE SPEAKER: But individual Board members are individuals.
MALE SPEAKER: Again, the language.
MALE SPEAKER: Yes.
MALE SPEAKER: The language is in support of --
FEMALE SPEAKER: I'm not going to support that. People do have
freedom to do what they want to do as individuals. The Board cannot,
the Board cannot, and I'm strongly opposed to the Board doing this
(unintelligible) and would vote for that. But I'm not going to be,
the Board can vote for it if it wishes, but I'm not going to vote to
tell some individual that if they wish to find out something they
can't do it, I'm just not going to do that. Yes, Bill.
MALE SPEAKER: (unintelligible) the purpose of the (unintelligible),
if that Board member, to some degree have a responsibility to
(unintelligible) what happened. If I wanted to know what the value
of any of the stations, assets, and licenses, and I sought that
information I would be in violation of the (unintelligible) you
propose?
MALE SPEAKER: The answer is to, the answer is not in direct
violation, but if you look at what we're trying to do, the language,
how to basically mediate (unintelligible) community has about
exploration about sale of (unintelligible).
MALE SPEAKER: It's broader than just the --
MALE SPEAKER: The answer would be in --
MALE SPEAKER: Suggesting (unintelligible) don't do that. Do not know
what I'm responsible for overseeing.
MALE SPEAKER: I'm suggesting that if we, if we are valuing the
licenses, is that the specific question?
FEMALE SPEAKER: Yes.
MALE SPEAKER: I'm going to go to the station, if I saw information
so that I --
(END OF AUDIOTAPE 3, SIDE A)
* * * * *
(START OF AUDIOTAPE 3, SIDE B)
MALE SPEAKER: Papers or make remarks which have to do with the
economic impact of the non-profit sector which is, you know, as you
all know, very very substantial in our society. And I have on past
occasions cited Pacific economic value as part of that overall non-
profit economic impact, along with that of other non-commercial
radio stations. I don't necessarily go out and, you know, check with
brokers to see what they would offer for Pacifica's licenses in
order to arrive at that. But the information is derivative from such
kinds of historical sources. Am I, in making such remarks or
preparing such studies in violation of this, of this rule?
MALE SPEAKER: Yes.
MALE SPEAKER: Well, I think that's nonsense and I would move to
delete that reference.
MALE SPEAKER: (unintelligible).
FEMALE SPEAKER: Yes, I beg your pardon.
MALE SPEAKER: (unintelligible) question.
MALE SPEAKER: There is a question of the language that needs to be
solved, because the language says including but not limited to the
exploration of the sale or the sale itself, and that is the phrase
that is referenced to when it makes reference to the individual or
member will not take such action. It doesn't say about acquiring
knowledge about the value of the station. The intent is clearly for
work that the Board does. So there is nothing wrong with you
acquiring knowledge about the value of the station, as long as
you're not exploring as an individual the sale or the sale itself.
FEMALE SPEAKER: But you have two different opinions that have been
stated here on the record by supporters of this resolution.
MALE SPEAKER: (unintelligible) language.
FEMALE SPEAKER: I understand that, but you are both supporters of
the resolution, and you both have expressed diametrically opposite
opinions concerning the input of the language.
MALE SPEAKER: (unintelligible) opinion.
FEMALE SPEAKER: Just a minute, Mr. Moran. My point is that if the
two of you, who are in support of the resolution can take such
diametrically opposed positions as to what it means, it means that
it is confusing, that's what it means. What it means is that we
should pass the resolution saying that the first part about the
members, the Board should not do any of this stuff. And we should
also say that we agree that it would be a matter of impropriety for
individual Board members to therefore be trying to figure out how to
sell he assets or any of that kind, because it would be contrary to
the intent of the overall motion. But that we don't want to pass
something that reasonable people might differ about, and disagree,
and some may say that when Bill Lucy went out to acquire knowledge
he violated the Board violated the Board policy, we don't want to
put it in that position. So I think the way to, yes.
MALE SPEAKER: (unintelligible) three items in the second clause of
this resolution. The Board further resolves that neither the whole
Board, nor any Board committee, nor an individual, are you
suggesting that we just strike the individual?
MALE SPEAKER: Yes.
FEMALE SPEAKER: What I am suggesting is --
MALE SPEAKER: I would agree to that if that really concerns about
Mr. Lucy's ability to acquire knowledge, I would welcome that.
FEMALE SPEAKER: (unintelligible), did you want to say something, I
would.
MALE SPEAKER: I just wanted to say that I think the discussion was
around pointing emphasis and I think what the language is trying to
emphasize is a case in which a member of the Board was taking action
to do something that looked like it was sell, or if a rogue member
of the staff was having discussions with the FCC or someone like
that about the license. The point was, it would be clear that this
Board took the position that it was not endorsing such action.
However, I would point out that if we take categorical action that
we do not intend to sell any of the licenses, that we will not
permit the licenses to be sold, I think that's the important point.
I think the language was just intended to make emphasis.
FEMALE SPEAKER: Yes, (unintelligible).
FEMALE SPEAKER: Madam Chair, my colleague Mr. (unintelligible), made
a comment earlier about the value of the archives and the potential
that we might want to at some point consider taking a loan on them
to develop them further. I notice in the wording of the language in
the resolution as proposed, that statement is including but not
limited to the station and it's licenses, does that not address the
possibility that there are other assets that Pacifica has?
FEMALE SPEAKER: Right. The language.
MALE SPEAKER: The including clause is (unintelligible) does not
apply to that.
FEMALE SPEAKER: But included but not limited to means that something
--
MALE SPEAKER: No, that is not in there --
FEMALE SPEAKER: May I please have a copy of what you folks are
proposing?
MALE SPEAKER: Yes, sure.
FEMALE SPEAKER: So that I know what we're doing. I'm going to
suggest in the interest of time that what we do here is that we pass
a resolution much like the one that I first proposed augmented by
the language that Mr. Robinson proposed, and augmented by the first
part of your motion. So that the meaning is clear to everybody here
so they know what they passed, and so that we can then refer to the
committee, the idea that Mr. Milspaugh (phonetic sp.) has proposed
here, about the by-law change, so that we can get a report back from
them. And that what we are, in fact, suggesting is that the Pacifica
Board will take no action relative to the sale, or transfer, or
encumbrance of, we won't say transfer, relative to the sale, I mean
I'm not sure what that means, or encumbrance of any Pacifica
broadcast license or station. In other words, we're not going to
sell the stations period, licenses or the stations. And that means
that the Board itself will not even explore the sale of the, of a
station or a license. And that the Board admonishes members not to
do anything in their discretion that would lead people to believe
that they are exploring a sale by the Board of the license or the
station. And that we are admonishing them not to engage in such
behavior. And so I think that that should be for sufficient for
reasonable people in the interim while we move on to consider a by-
law change. Yes.
MALE SPEAKER: Thank you. I would urge you to strongly keep the word
transfer, which has a very clear meaning in communications law.
FEMALE SPEAKER: You mean swap --
MALE SPEAKER: What it means?
FEMALE SPEAKER: Is your reference to swap.
MALE SPEAKER: Transferring the license, means transfer control of
the license to another entity. It is used constantly in
communication law and I would urge you to keep it.
FEMALE SPEAKER: Well, I don't mind leaving it in there, because
nobody intends to do that either.
MALE SPEAKER: Thank you, I appreciate that very much.
FEMALE SPEAKER: So the motion we're going to pass, if we pass it, is
a motion which says, if I can repeat it again, what I think said,
which is that, the Pacifica National Board will take no action to
sell, transfer, or encumber any Pacific broadcast license or
station. And that we will not, as a Board, even explore such a sale,
and that we admonish Board members not to do anything that would
lead reasonable people to believe that they are in the process of
trying to explore for the Board a sale or the transfer of a license
period. If we could do that and then get somebody to second it board
and the members of the governing board to the public.
MS. BERRY: So we are free to discuss this statement and the
statement will be issued as a press release. All right, the
executive committee report. Why don't we just go on to the next
committee report, the finance committee report.
MS. MAKELA: I will try to be succinct. There were two segments of
the finance committee meeting, as often happens. We had an executive
session first and then a public session.
During the executive session we discussed financial matters of
proprietary nature relating to our CA budget, national office budget
and KPFA budget. In the next segment of the finance meeting, as
people are aware, we have begun over the last couple of years to
look at proposed budgets for the next fiscal year.
In June, in preparation for final to myself, you know, as one of
those people who feel that they represent the community. And we had
a discussion earlier about representation. I want to make clear that
since the by-law change in February, not really elect me as a member
or representative member, that I don't want to represent, that I
think that I was elected to this Board and represented this way, but
rather that the Board chose to put me here and basically, as a
member, any other member.
FEMALE SPEAKER: Understood.
MALE SPEAKER: I happen to have been nominated and supported by the
(unintelligible), and appreciated it.
FEMALE SPEAKER: Okay. Understood. So that's the sale of, the sale
resolution thing that we had to do. The other resolution, well there
is, before I get to the next resolution. The Executive Committee
also engaged in a review of the Executive Director. The Executive
Director was given a letter last year by the Chair of the Board with
the support of the Executive Committee and the Board to offer
employment on terms which did not include contracts of some of our
employees, our managers are operating with a contract. But which, in
fact, provided that the Executive Director would be reviewed by the
Executive Committee and the Chair before the end of her one year
term, and then a discussion would be had with her, depending upon
the outcome of that review.
The Chair of the Board sent out notices of this to the members of
the Board who were free to consult as widely as they wished with
anyone about their reactions.
The Chair heard from some members of the Board orally, others in
writing. The Chair also heard from various LAB Chairs, and other
people concerning this matter. And the Executive Committee has
conducted it's review and the Executive Committee has decided to
renew the employment of the Executive Director for an additional
year. The Executive Committee acknowledges that we've all had a very
stressful and difficult year, and that many of the goals that the
Executive Director had last year were truncated or put off by
various events that happened at the stations. But that the Board,
the Executive Committee made this decision and I am reporting this
decision to the Board, since the understanding was it would be made
by the Executive Committee. Is there, is there anything anyone wants
to say about this matter at this point? Do you want to say anything?


FEMALE SPEAKER: Yes. I just want to say that I'm gratified by this
decision. I deeply value Pacifica and Community Radio. It's where I
have devoted my life's work. Last year a most challenging year for
me, perhaps in my life, professionally and personally. It was
hurtful to the community activists in community radio, of whom I am
one. It was very hurtful that I was targeted by many of these
people, and by the actions of some other members closely held in
Pacifica. So much so that on any given day I do, it gives me pause
to question my future with the organization, but I thank the
Executive Committee for this decision.
FEMALE SPEAKER: Okay. Thank you. Is there anything else on it, if
not I'm going to move onto the next item on the agenda. The next
item on the agenda is, and if I can move the agenda, is the Finance
Committee report. The Finance Committee is usually chaired by our
Treasurer who is not here and will be back in November. And had
asked Frank Milspaugh and Kim Ford to chair the Finance Committee at
this meeting in (unintelligible) and Frank is here and will give us
a report from the Finance Committee.
MR. MILSPAUGH: Yes, unfortunately, Kim has to leave to catch a
flight. I am pleased to report that the Finance Committee meeting,
did meet yesterday. Received budgets from each of the departments of
the foundation including all five stations with certain minor
amendments presented by the controller. The budgets were balanced
budgets and the committee voted to recommend approval of those
budgets. The only exceptions were small deferrals as yet were
certain line items affecting, accepting salaries of senior staff,
which will be subsequently negotiated. I would say also that because
listener support exceeded our projections, the projections that were
made at the time that the budgets had to be drawn up, the budgets
may be adjusted upward in time, well, by January, which would be the
next round for budget adjustment. But with that in mind the
Committee reports our approval of the budgets as proposed and
recommends that to the full body.
FEMALE SPEAKER: Okay. Is that in form of a motion?
MALE SPEAKER: Yes, it is.
FEMALE SPEAKER: The Chair has moved that the Board adopt the year
2,000, is that the next year?
MALE SPEAKER: Yes.
FEMALE SPEAKER: 2,000 budgets of Pacifica except for the, as
proposed, except for the salary increases, not salaries, but salary
increases, you heard that me say that Sandra, salary increases, of
the managers and the national staff. Could I get a second to that?
AUDIENCE: Second.
FEMALE SPEAKER: All right. Is there any discussion of this
particular motion, yes?
MALE SPEAKER: I will be abstaining just because I didn't
(unintelligible) discussion of the budget.
FEMALE SPEAKER: Okay. Any further discussions, okay. All in favor
indicate by saying I?
AUDIENCE: I.
FEMALE SPEAKER: Opposed. So ordered. Other matters that you would
like to report on, anything else on Finance, Mr. Chair?
MALE SPEAKER: I would simply stipulate your earlier remarks
regarding no use of listener support or certain areas of
expenditure.
FEMALE SPEAKER: Right. There will be no, there was a Finance
Committee that recommended as part of this budget process and that
there would be no use of donor funds, that is listener given money
to the stations to pay for the security guards during the recent
events. And the controller, and the Executive Director, and the
Treasurer, when she gets back will work out all the budget details,
but that is a principle that we have adopted. Is there anyone on the
Board who is opposed to that principle, I think anybody is. Okay.
All right. Let us go to the Board Governance and Structure
Committee. Do you have anything else to report? But before you do
that Mr. Chair, could I, could I take the opportunity to say here,
because I forgot to say it earlier, that in terms of committees,
when Board members are appointed they have to serve on committees.
And so what I would like to do, the Executive Committee is elected,
so Pete's already been elected to that, and Pete's already on other
committees. But I would like, if you have no objection, to ask
Thomas Moran if he would serve on the Board Governance and Structure
Committee. Does that have any appeal to you?
MALE SPEAKER: It sure does.
FEMALE SPEAKER: It doesn't?
MALE SPEAKER: It does, (unintelligible).
FEMALE SPEAKER: (unintelligible). I would also like to ask him if he
would be willing to serve on the development committee also?
MALE SPEAKER: (unintelligible).
FEMALE SPEAKER: Or figuring out how to do it?
MALE SPEAKER: Sure.
FEMALE SPEAKER: You don't do it personally?
MALE SPEAKER: (unintelligible) how many committees are you going to
(unintelligible).
FEMALE SPEAKER: At least two, some people are on three or four, but
I'll ask you to be on two?
MALE SPEAKER: That will be fine, thank you.
FEMALE SPEAKER: Is that fine?
MALE SPEAKER: Yes.
FEMALE SPEAKER: Okay. And then I would ask Carolyn is you would be
willing, in light of your expertise to serve Ken Ford, with Ken Ford
on the Technical Committee, that's one, and would you be willing to
serve with Frank Milspaugh on the Program Policy and Standards
Committee.
FEMALE SPEAKER: I will.
MALE SPEAKER: Okay. Thank you very much. And thank you, Mr. Vice
Chair for letting me use part of your committee time. Is anything
else your committee, aside from the nominations has to report?
MALE SPEAKER: Yes, aside from the nominations, one of the big things
we're working on right now is process review. And the problem that
we had with the language of the resolution just earlier today, gives
you an example of the kinds of details that have to be determined,
and how hard it is to change things in this organization. Especially
since we have so many different components in the Pacifica Family
and so many relationships, this undertaking is going to be difficult
and time consuming. I'm going to read you what the mission is of
this particular sub-committee, which is chaired by Peter Bramson. It
says that the mission of this sub-committee is to review, design,
and propose processes and procedures that will help ensure the
communication and input is available to all members of the Pacifica
family.
This mission in itself needs a process and it is our hope that by
the February meeting we are going to have a process by which we can
determine the other processes and improve on them. And if there is
anybody else on my Governance Committee that would like to say
anything about this, they are free to now.
MALE SPEAKER: You doing the say anything else about processing?
MALE SPEAKER: Yes, (unintelligible).
MALE SPEAKER: Okay.
MALE SPEAKER: I want to, (unintelligible) for the mission, I want to
make sure that within the development of the process that there is a
lot of input from all the members of the Board, from all various
members of whatever we want to call communities. It's a matter of
setting up the process to make sure it's good, it's developed well.
I will ask support from my co-patriot Thomas in developing that,
because Thomas has specific skills on that. But to develop a fair
method of two-way communications between members of the community,
members of the Board, staff, et cetera, to be able to setup a
process for (unintelligible).
FEMALE SPEAKER: Okay.
MALE SPEAKER: Yes, excuse me, could you hold on a second.
FEMALE SPEAKER: Yes, I can. The truth, the candidates, you've got
two more nominations to consider.
FEMALE SPEAKER: (unintelligible).
FEMALE SPEAKER: Can you speak into the mic, please.
MALE SPEAKER: Andrea is a member of the Governance Committee and I
would ask her to speak now. Andrea Cisco (phonetic sp.).
MS. CISCO: Just wanted to add as a member of that committee, the
WBAI has submitted the names of, has nominated two people that have
gone through the process (unintelligible). Frank and I have met with
both of these people (unintelligible). What WBAI is going to do with
the nominations, the names are Leslie (unintelligible), you should
know, and Beth Lyons, activists, are very very long time. But what
those folks are going to do is sit on the LAB for the interim as
being nominated, be part of the LAB. And once they (unintelligible).
For the process is working WBAI. We want everyone should know that
we all work, continue to work with our LAB, constant in
communication with them so that support of the community is brought
forward. And our LAB, (unintelligible) LAB when (unintelligible) for
lack of them, interviewed the person, access to interview them, we
(unintelligible). So we want you to know that we are working on the
process of the community (unintelligible). Thank you.
MALE SPEAKER: Thank you, Andrea. I also want to request from the
community and from the LAB's to help us in our quest to fill-up the
vacancies on the Board. And that we're looking primarily, but not
necessarily with exclusion to anybody else, but people in the Asian
community and Hispanic community, and the Indian community and
women. And that anyone who wants to can send a nomination to the
Governance Committee. You don't have to be part of the LAB or part
of this Board here. Just a person, anybody, or individual can do
that. I request that you all think about that, think about somebody
that you would think would add to this, to this Board and please
submit them, thank you.
FEMALE SPEAKER: Okay. The, this will provide a segway into the next
committee report program policies, practices and standards by saying
that there were two ad hoc subcommittees, other ad hoc sub-
committees of Board Governance, one was going to be strategic
planning to which we never really appointed anybody, except I think
Andrea was appointed. And we don't need that because we had started
it because the strategic plan is expiring. The strategic plan which
is most of the time an orphan, in which no one will admit to having
anything to do with generating, and so I have yet to find out the
identity of all those people who developed it.
But anyway, the, what we have done instead is we had some proposals
to consider. One proposal for a task force programming, which is the
heart of what we do. And the other was a proposal concerning
governance issues coming from outside the Board. And frank's
committee considered those and he's going to report on something
which will lead up to a rethinking of the strategic mission for the
Board. So that that would obviate the need for a specific strategic
planning committee. And the process by which this task force will
operate will also relate to Pete's process review subcommittee,
because much of the kind of information and feedback that he will
need in order to do that job can probably be handled with these two
processes working together. So I'm just sort of segwaying into your
discussion, Frank. So if you would proceed with the Program
Committee, please do.
MR. MILSPAUGH: Thank you very much. The Committee met yesterday and
the first, the first we received reports from each of the station
managers regarding their program development planning. The managers
described the program changes undertake, both those undertaken and
planned. Discussed some of the impediments to change, especially
some of those embedded in Pacifica's institutional culture. But I
thought of particular interest was the growing recognition that such
elements, mundane as they may be as forward or what was
characterized in one instance as, one instance as diagonal promotion
are indeed part of programming, not intrusive elements into it. And
further, the quality of care sound is an importance to the
accessibility of program content to listeners.
The discussion also included a lengthy discussion of the
relationship to national and local programming, and it was in that
context that we introduced the document written by Ralph Ingelman,
Professor Ralph Ingelman who is a former member of the National
Board, and a former chair of the Local Advisory Board in New York.
Who along with the current chair of the Local Advisory Board,
another member of the LAB, and a task staff in LAB member, had
written a lengthy document, a very thoughtful document, not one that
I agreed with in all instances, but one which the overall thrust of
which I certainly endorse, which is to create a task force that
would involve all elements of the, of the Pacifica constituencies in
making recommendations for the programming direction and integrity
of the organization. It's based, I think, on three premises which
Nan Rueben further developed in a paper which he has presented to us
in draft form, that program is Pacifica's primary mission. That this
programming must be free of commercialization and corporate
underwriting. That programming is a partnership, represents a
partnership among many elements including paid staff, volunteer
programmers, community groups, supporters, and listeners, and that
is not, of course, a list which means to exclude any other
conceivable legitimate stakeholders in the organization. While we
can't always expect a consensus, we must always recognize and
respect the fact that all those constituencies are important
participants in shaping programming. And it our proposal that we
engage in a formal and nationwide effort to formulate this policy
that would involve all these constituencies and elements.
We then went from that into a discussion of the numbers, because the
top lines had been just been issued, and the only thing I want to
say there is to congratulate KPFT, our host station this weekend for
it's having achieved a 1.5 share which is just dramatic, dramatic
progress. And I'm very pleased and I know the entire Board is, and
should everyone be. Finally, finally we had a discussion which was
introduced at the request of the administrative council on on-air
professional standards, that which is sometimes referred to the
"dirty laundry" rule. And a resolution emerged which will now be
presented to you.
This resolution is in three parts. Part one, these standards, the on-
air professional standards apply equally to all stations without
exception. Enforcement and implementation are at the discretion of
the managers and their discretionary powers extend to all program
sources local and national. The Board has especially concern the
personal attacks and vilification, as well as hate speech not be
aired by Pacifica stations.
Item two, the requirement, the requirement which we got passed at a
previous Board Meeting. The requirement that each station permit a
monthly one hour window of opportunity for the venting of perceived
personal grievances be terminated.
Number three, managers are to remind all staff and volunteers in
writing of Pacifica's existing policies regarding on-air
professional standards. And that's the proposal and that concludes
the report from the Program Committee.
FEMALE SPEAKER: The first, what was the number, the first bullet?
MALE SPEAKER: First bullet, these standards apply equally to all
stations without exception, enforcement and implementation are at
the discretion of the managers, and their discretionary powers
extends to all program sources, local and national. The Board is
concerned of personal attacks and vilification, as well as hate
speech, not be aired by Pacifica stations.
FEMALE SPEAKER: The Board members may recall that, I think it was in
June, in response to on-air discussion of matters concerning
Pacifica in violation of the dirty laundry rule. The Board passed a
policy which asks the stations to have an hour of listener comment
and debate, and staff, and anybody who wanted to say anything about
Pacifica as way, a hope to diffuse the situation, and that it did
not diffuse the situation. People felt that having an hour wasn't
enough, they should be able to talk about it any time they want. The
whole thing became irrelevant because we then embarked upon the
noble experiment at KPFA of permitting the staff to say whatever
they wanted to say about anything, including Pacifica 24 hours a
day. The rule that is in place already and reaffirmed again, that
managers must have reports to the listeners in which people can call
in and ask questions and go back in forth remains in place.
(END OF AUDIOTAPE 3, SIDE B)
* * * * *
(START OF AUDIOTAPE 4, SIDE A)
FEMALE SPEAKER: So there is a National staff. But that rule applies
everywhere in the network. Which means that the manager at KPFA can
choose to continue with the noble experiment or adopt whatever
policies they want to at KPFA, just as we have at all the other
stations in terms of implementation. But a reminder that under FCC