From:
http://www.ringnebula.com/PNB/PNB_2000_0917.htm

PACIFICA FOUNDATION BOARD OF DIRECTORS MEETING
Taken on the date of: Sunday, September 17, 2000
taken at the Double Tree Hotel
300 Army Navy Drive Arlington, Virginia
Start time: 9:00 o'clock, a.m.
Pacifica Foundation
2390 Champlain Street, Northwest Washington, D.C. 20009
before Elaine A. Merchant, a court reporter

DR. BERRY: The meeting will come to order. And the first item on the
agenda is to approve the minutes and to schedule the next meeting.
Could I get a motion to approve the minutes of the last meeting?
MR. LEE: So moved.
DR. BERRY: Could I get a second?
MR. FORD: Second.
DR. BERRY: All in favor repeat by saying aye.
MS. CAGAN: I would like to speak on that.
I had sent a memo -- I'm sorry, I don't have the exact date I did --
after I got these minutes to Bessie, to our executive director. And
I believe I cc'd it to everybody else on the Board. I'm actually
quite -- this is fine, but it doesn't really tell us anything. I
think we need fuller more comprehensive minutes of our meetings,
including the Saturday committee meetings where the bulk of the work
happens.
And if the committees are really going to be able to function from
one meeting to the next, I know we're all busy people, it's hard to
remember, you know, from the meeting that happens one month and then
three or four months later the next meeting that happens. I would
find it very useful to have more comprehensive minutes of both the
Sunday meeting and the Saturday committee meeting.
MR. LEE: Madam Chair, what does that have to do with the motion on
the floor that's been moved and seconded?
DR. BERRY: They're speaking to the motion.
MS. CAGAN: Right. Thank you.
DR. BERRY: Are you speaking to the motion of whether you want to
vote to approve the-minutes?
MS. CAGAN: And, therefore, I would not accept these minutes.
DR. BERRY: I've forgotten who had their hand up next. I think you
did.
MS. LYONS: I also feel the minutes were an effort, but not fully
adequate to reflect the discussion. So I can't accept the two pages
of some summaries that we've got. I'm assuming those are the minutes
to which you're referring that we got in the mail, because I don't
think they were adequate.
And, secondly, given the fact that the executive committee did meet
during that meeting and we were told we would have minutes of that I
feel like that should have been incorporated, however it's done, but
incorporated. We don't have minutes of that.
And I don't know, since we're dealing with the past, whether the
executive committee met since then. We have no minutes of that.
So the bottom line is I'm obviously voting against the motion. But
the reasons are for adequacy of the lack of inclusion in the
Executive Board minutes that occurred.
MR. LEE: Call the question.
DR. BERRY: Mr. Murdock.
MR. MURDOCK: Thank you, Dr. Berry. Certainly the minutes do need to
be reasonably accurate. And they have to provide you with an outline
of the things that occurred. Really, we should have dealt with this
if this was an issue for you yesterday when we were talking about
governance issues so that we could have addressed how we can just
better take care of the issue in the future.
DR. BERRY: I don't agree with you. But one of the other ways,
however, to deal with the issue of what's going on is also to read a
transcript. And all of the meetings have been recorded, so you can
certainly read a transcript and find out what went on. You can also
take your own notes.
DR. BERRY: Did somebody call for the call?
MR. LEE: Yes, I did.
DR. BERRY: The question has been called for.
All those in favor of the motion to approve the minutes indicate by
saying aye.
(Aye.)
DR. BERRY: Opposed?
(Nay.)
DR. BERRY: Okay. Moran, Lyons, Cagan and Robinson say nay.
A majority has voted in favor of the minutes. The minutes are
approved.
And I will speak to the question. Mr Murdock is correct that there's
a transcript of these meetings. When I came on the Board there was
no transcript of the meetings. There was a big argument and debate
from public comment about there being no transcript with people not
being able to tell what happened at the board meetings.
We went to considerable expense to have a reporter come to every
single meeting to transcribe every single thing that happens at the
meeting. And then to put that on the web site which is available to
anyone. And there are also printed copies of the transcript that are
available to people.
And if you have trouble downloading it from a web site, I'd be happy
to have somebody download it for you and give it to you. Or if you
don't have access to a computer or you don't have access.
So having done that, there can be no dispute about having available
to people the full content of what happened at the board meeting
itself. That cannot be an issue.
MR. MORAN: Since we're in discussion --
DR. BERRY: I'm not discussing the minutes. I didn't recognize you,
Mr. Moran. If you want to raise the issue of whether there should be
minutes of the committees, then Mr. Murdock is right, you should
raise that issue with the committee and discuss it in the committee
and get a recommendation from the committee and bring it to us at
this meeting.
MS. LYONS: Did you address it in the executive committee?
DR. BERRY: The executive committee met on Friday.
MS. LYONS: Right here?
DR. BERRY: Yes, it did.
MS. LYONS: Are there minutes for that meeting and where are the
minutes from the last meeting?
DR. BERRY: The minutes for the meeting on Friday are not available
yet. We just met the day before yesterday.
MS. LYONS: But what about the minutes from the June meeting, are
those available? That's why I raised that issue.
MR. LEE: Where are we on the agenda? Is there an agenda for this
meeting?
DR. BERRY: Yes, there is, Mr. Lee. And I'm trying to adhere to it.
MR. LEE: Thank you.
DR. BERRY: The minutes for the last executive committee meeting,
says the executive director, were reported out to the Board,
according to her. I have no knowledge. I haven't been following
this.
MS. LYONS: could you say where, because I'm not aware of that?
MS. WASH: The last board meeting that you attended, if you check the
transcript on-line, you'll see that she reported out for the
executive committee. In the transcript. Get the transcript.
MS. LYONS: The transcript on the web?
MS. WASH: That's right.
MS. LYONS: But I checked the transcript from the January 11 and. I
didn't see that.
MS. WASH: The first thing that was reported out on after the
executive director's report was the executive committee.
DR. BERRY: Why don't we say this.
You can speak to the executive director about this outside of the
meeting. And if you don't have minutes of the executive committee
meeting after that and you're unsatisfied, if you will E-mail me I
will see that you get immediately a response.
MR. LYONS: Thank you.
DR. BERRY: The scheduling of the next meeting.
The proposal is to schedule the next meeting for the first weekend
of March.
Does anyone have any objection, anyone who's here have any objection
to the first weekend in March as a schedule for the next meeting?
Hearing none --
MS. CAGAN: I'm sorry, I just want to ask a question.
If the next meeting is in March, when would the next meeting be
after that? It seems like that's a long time between now and then.
And then I know the last meeting was June. March to June would not
be a long time. Is there any reason why we couldn't do it just like
in February, just in spacing of them?
DR. BERRY: Well, if you look at the dates, February is a short
month. And the first weekend in March is not that different from the
last weekend in February, which was the other alternative. I mean,
it's not that one is talking about a great deal of time.
MR. MILLSPAUGH: And this meeting is unusually early.
DR. BERRY: Yes. The one we're having right now.
MR. LYONS: That's a long hiatus, that's the issue.
MR. MILLSPAUGH: Well, I just answered because part of it is because
we are meeting so unusually early this time instead of the fall.
MS. CAGAN: Right. But since this did happen early, I'm wondering if,
therefore, the spring meeting could be in early February?
MS. WASH: The problem that we have with that is fund drives.
DR. BERRY: Okay. So the first weekend in March hearing no other
objections.
My vice-chair, David Acosta, was not able to come to this meeting
because he's having some personal difficulties, medical and
otherwise. And that's why he is not present at this meeting. I
thought I would inform you of that fact. He would have wished me to
inform you and ask that you be informed of that fact. Let's go to
the executive --
MS. CAGAN: I'm sorry, just one other question. Where will that
meeting be?
DR. BERRY: We don't know yet.
MS. WASH: The request was for Houston. Somebody asked for Houston at
the last board meeting. The one for the spring was requested for
Houston. And then the one for June was requested for New York.
DR. BERRY: Okay. If there's no objection to that, then
MR. LYONS: New York, where I come from, was skipped over this time
due to reasons that were obviously decided by the executive office.
So I'm wondering if the next one should not be in order, New York
and then Houston.
DR. BERRY: We don't have any order.
MR. MORAN: California has also been skipped.
DR. BERRY: There's no specific order of places that one has to meet.
There's no order that is prescribed for the meetings of the Board
insofar as I understand the bylaws.
MR. LYONS: That's correct. I meant past practice though. I mean, I'm
not arguing law with you, Mary. I just want to ask --
You know, my understanding --
We don't argue law here. My understanding was that last meeting you
said New York, then Houston. It couldn't be New York. So I'm just
saying that, you know, the expectation would have been New York. It
would seem that the next one should be New York, then Houston.
That's how it should go.
MR. MORAN: Well, New York, then California, because we have been
skipped over too.
DR. BERRY: Say what you said.
MS. WASH: For logistics we need more time to schedule a meeting in
New York. Logistically we cannot do it in a short period of time.
DR. BERRY: Because of hotels and expenses and all sorts of things.
MR. LYONS: Luckily we have six months.
MS. WASH: When we did the initial search, I just want to say this
time around we were advised by the hotel managers that we should
start a year in advance for New York City.
DR. BERRY: So by June we should all be settled, so you should be
settled to go to New York, you should.
Okay. Houston and then New York.
The executive director's report.
MS. WASH: I am pleased to report that we continue to experience
record listenership in the. foundation. This listenership growth is
lead by WPFW and KPFK. Our key measurements in all of our markets
for. loyalty is very high. And that's also reflected in record
support.
DR. BERRY: You mean financial?
MS. WASH: In fund raising, yes.
I am in the process of looking for an HR generalist to come into the
foundation in order to continue to help out with economies of scale
in terms of personnel and personnel issues. We're looking at an HR
firm and a CPR firm to review operations. And to make sure that if
there are any things we need to improve or tighten up on that those
things are recognized.
The managers right now are in the process of working on their five
year operational plan. As a matter of fact, some are complete, hut
some are in the process of. And we'll be reporting on that at the
next meeting.
I want to thank the Board for their continued support. I'd like to
thank my staff for their hard work and commitment.
DR. BERRY: Okay. I want to say for myself, Bessie, that you have
done an excellent job taking hold in the last six months under very
difficult circumstances, as they always are very difficult
circumstances in an administrative job like this. And I want to
commend you for remaining sane and trying to keep the Foundation
moving forward.
And I'm especially pleased by the increasing audience numbers. I
would like to look at the information more carefully on the
diversity of the audience. And I'm glad that the stations still
accept the notion that in Pacifica those are the goals. That we want
to reach audience and diversity of audience with an aggressive
message.
Mr. Moran.
MR. MORAN: In terms of the consultants and other people that we
might bring in to look at accounting practices or HR practices, to
the degree that we need to do that, I would like to urge Bessie and
to urge us as a Board to really think about bringing in firms that
are clearly progressive in nature. There are many firms out there
that do understand management objectives and accounting objectives
from a real different perspective of how to set up an organization
internally with values and practices that are consistent with those
that our organization is aligned with.
So I think that we need to really pay extreme attention, maybe even
higher than to the cost, of the kind of people that we bring into
the organization to give us advice, particularly when we think that
we're deficient in one area. That's where we want to bring those
people that really would know how to help our type of organization
grow in the way that it needs to grow.
DR. BERRY: Miss Cagan.
MS. CAGAN: Yes, thank you.
I have two things that I would like to raise.
One is that I totally understand and appreciate the volume of work.
And, you know, being fairly new, although now it's, I don't know
exactly when you came on, but it's been, you know, several months at
least, that hopefully you've been settling in. But I am concerned, I
know through my own experience, that while on the one hand we are
informed and the Board is told that everything needs to be directed
to you for information, that I have not been getting responses to E-
mails. For instance, the memo that I sent about the nature of the
notes in the last meeting. I never got a response from that. And I
believe there was another one also that I never got a response to.
Or two or three others.
So I'm concerned about that. And, again, I understand there's a
volume of work that's, you know, intense and stuff. But I do think
that if we are asked to bring our concerns to you, then there needs
to be a mechanism to get a response. I'm not saying within 12
seconds. You know, within a few days at least to get a response.
That's one item.
The other item which has to do without process as a Board and as an
organization. It's not about your performance or, you know, you
personally in this position. My understanding was, and please
correct me if I'm wrong somebody, was that you were brought on, the
present executive director was brought on as an acting, or an
interim executive director. At some point, which I'm not aware when
this happened, you became the permanent executive director. The word
acting or interim was dropped.
But my understanding is that there should have been, and if there
was somehow I missed it, a posting of the job and a search for the
job, which the acting or interim director could have you know,
applied for and maybe even had a legs up to get that job. But I'm
not sure that that process of posting and interviewing and doing a
search was carried out. So this is a question, was there such a
process, you know, or not?
DR. BERRY: I will answer the questions. On the first point
Are there other comments on this matter before answer the questions?
On the first question that was raised by Mr. Moran, the absolute
first priority I would hope for- the executive director in hiring
someone to deal with financial matters or anything else would be
that they have the expertise to do it. And once they have
demonstrated expertise to do it, then she can worry about their
politics or lack thereof. And I also do not believe in litmus tests
for accountants and people like that to try to figure out what
they're doing. But I hope you just get somebody who's competent.
That's the first thing. And I would assume that you would get
someone who's competent and someone who is not politically
reprehensible in an obvious and public way
The second point, the executive director was not named as an acting
executive director. You're misinformed. Executive director was named
as executive director. And under our procedures if it is an internal
appointment, the procedures were followed for internal appointments
at this. And she was appointed for a year to begin with as-this
position and has been in it, what, about six months. So that's the
answer to that question.
The third part of your question about minutes and this and that and
the other, there are two kinds of questions that executive directors
can be asked. And you've been one yourself so you would know this.
One is operational questions that are about details of things that
are being implemented which an executive director should be able to
answer.
The other consists of policy questions which are not up to the
executive director to answer. For example I pointed out here that if
people don't like the fact that minutes aren't taken at the
committees or that minutes aren't done in a. certain way, it is a
matter of policy that Pacifica has never done minutes, not in my
time or that I know about, at committee meetings. If that's
something that you wish to raise, you should raise it with your
colleagues at a committee and say that I think from now on
MS. CAGAN: I did.
DR. BERRY: -- and vote on it and see if you get support. And then
recommend that that be done. That's not up to the executive director
to do.
So I would hope that when you ask questions, I don't mean you
personally, but the Board, would think about whether this is an
operational matter, that I'm simply just getting information, or
this is some decision about changing the way we do things, that
therefore 1 ought to ask it a different way.
And then finally, I have just discussed with the executive director
the fact that the position in the table of organization for the
assistant executive director of operations has been vacant for some
time. And that person is supposed to be the person who handles
administrative matters and details and so on. And that I think that
that position ought to be filled. And she is endeavoring to do so
which will give her some help in trying to answer the details about
various things that people have to suggest.
Ms. Lyons and then Mr. Moran.
MR. LYONS: I understand that the task is huge. And the question I
have is what is the mechanism when situations come up? For example,
the financial consolidation situation that I raised yesterday in
committee, you know, specifically in terms of BAI, but as total as a
policy has operational aspects. Where should I be bringing that up
to find out?
The second question is where should I bring up what is clearly an
operational matter, although it has other facets the situation of,
for example, the recent developments in Democracy Now? And, you
know, the question of continuation of that, of Aimee and her
situation and the situation of that program? Where do I bring those
up, because I would like to bring those two issues up? Their
emergent situations. And I want to know what the process is to do
that?
DR. BERRY: Two answers.
First, on consolidation the Board decided, on the majority of the
Board, on majority vote, to consolidate financial operations in
general in Pacifica over two years ago. And that steps should be
taken to do that immediately in the interest of efficiency,
effectiveness, cost savings and for better management. That was a
board policy decision that was made by the Board, okay. That
decision has yet to be fully implemented, but implementation is
under way.
If you wish to change that decision, you should ask your board
committee or either finance or governance or both to recommend to
this Board that that policy be changed if you don't approve of the
policy.
MR. LYONS: Where do you evaluate -- let's deal with that. Where do
you evaluate the policy? All I'm asking for is evaluation. I raised
it properly yesterday in the finance committee. I'm raising it
again. Because based on what you said about, you know, the executive
director and your office dealing with operational matters it's
clearly operational at this point.
I just want to know, where do I go forward on this issue, if any
place? is there a place to deal with this issue of evaluation of the
policy in the station?
DR. BERRY: Yes. There's always a place to go for everything. It's
only just figuring out where that place is. If you believe that
there ought to be an evaluation of the policy even though it has not
been fully implemented, then you should ask that the committee set
up a process for evaluating the policy.
MR. LYONS: Now, what about the issues related to Democracy Now which
is in a crisis situation?
DR. BERRY: Which is an operational issue. The Board does not hire
and fire people. That's the other thing that we draw a distinction
between, is operations and policy.
Management of the foundation is done by the executive director and
the station managers who hire and fire people. The Board does not
hire and fire anyone except the executive director. Essentially you
have one employee. That is the executive director.
If you do not like something the executive director does, then when
we come to decide whether to keep or not keep the executive
director, then you operate on that basis. But the Board does not dip
its toe into day-to-day management decisions. That is unwise in any
organization. And it is unwise in this organization. So I would
resist and hope the executive director would resist and other board
members would, attempts by board members to involve themselves, no
matter who the employee is, with decisions that are made by
employees.
Although employees, if they do not like the decision that is made by
them, have a right to appeal. And when they appeal, then there's a
process for them to do that. And they finally appeal to the
executive committee that's set up. So there's recourse but it's not
up to board members to try to manage the Foundation and its
employees on a day-to-day basis.
I have answered those questions because they were policy matters and
that I did not feel that the executive director should answer
questions of policy.
MR. MORAN: Let me generalize that topic because I think it will help
this Board move forward. If a process of identifying who should
answer a question is as complex as we recognize it is, the way that
our organization can handle that rather easily is to designate a
person that quickly will, what's called, triage the question.
So let's say I have a question. It's not quite about employment,
it's not quite about this. I want to frame the issue to someone that
is empowered to direct that. And I describe it in less than a
paragraph. And the person says, oh, let's start you with so and so.
They triage the situation. That's what it means. You redirect it
because you would know, Bes, what direction.
But then the side that's asking the question has a valid place to go
to for that first step. If at that point the employee says, gosh,
you know, you're asking the wrong person, again, it needs to be
retriaged to that point. And that's a very efficient mechanism to
get the needs of those of us that have questions met while also
respecting the fact that it is a complex situation and we need to
direct questions appropriately.
So is that something that we could implement?
DR. BERRY: No. If you have that as a suggestion, take it to a
committee and have it thoroughly discussed. I myself have never
liked triage. But that's my personal opinion and I won't be in a
position to emphasize my personal opinion any more.
MR. MORAN: So what I'm saying is that the alternative to not doing
that is what appears to be that the Board member is choosing the
wrong person to bring something to. So if you bring it to the
operations person, they'll say that's not operations, that's policy,
go over there. You get over to the policy person and they say, you
know, that's not policy, I think you're talking about a personnel
issue and we can't talk to you about it, maybe you can raise it with
the Board chair. You go to the Board chair, you know, that's not
here, that's over in operations again. And you go around in a circle
just because you're being told that you're taking it to the wrong
place. That is not an appropriate way of carrying out a process and
it needs to be changed.
DR. BERRY: Mr. Moran, I have heard you, but I have answered Ms.
Lyons and told her exactly where to go with each one of these items
that she has on the plate, There's a difference between not wanting
to do what you're advised to do and not knowing that someone said
that's what you should do.
MR. LYONS: I want something else at the end of that road, Dr. Berry.
I want to know where I can bring it, which I have been told, with I
assume an expectation that a matter will be dealt with --
DR. BERRY: It will be dealt with
MR. LYONS: -- in a timely expeditious matter.
DR. BERRY: Matters that go to committees will be dealt with on the
timetable that the committee chooses to deal with them. And if it's
a committee you're a member of, you're a member of trying to figure
out how your committee is going to deal with it. If it's an
operational matter, it's personnel, I have said explicitly, I don't
know how many different ways I can say it, the managers manage the
Foundation and hire and fire the employees. The Board does not hire
and fire employees. And there is an appeals process. I mean, I don't
know what English language I can use to say that.
MR. LYONS: But because there's obviously confusion, because a number
of individuals, myself included and others who can speak for him or
herself, have raised these kinds of issues consistently. I think
that a suggestion that there be an ambits person who would -- I
mean, I don't know -- an ambits person to at least to try that out
to do some of the triaging between, you don't like the word triage,
but to do some of the triaging between operational versus policy. So
that it doesn't become an issue where we have to go over and over
and over again the process. Because we're not dealing with exactly
what's on here, we're dealing with the reality and just to make
things more functional. That's the issue.
DR. BERRY: There's something called the Pacifica Employee Handbook
which has the procedure in it and has in it the details of how
employees are supposed to manage their lives within Pacifica. It is
not that there is no such thing. In fact, taking it out of the hands
of the managers who have the responsibility for it would be exactly
the wrong way to go unless the Board intends to make a policy
decision to now manage some of the operations or to make certain
decisions.
So that the bottom line answer on managing employees is that it's
not the Board's responsibility to manage employees. It's the Board's
responsibility to evaluate how its top manager handles employees.
Not on a day-to-day basis figure out whether this or that or the
other should happen with some particular employee. I don't know how
else I can say that.
MR. MURDOCK: You know, the issue that you raise is one that could be
debated and where people come out on it can be very diverse. But
there is a forum in which it should have been raised.
And, again, Beth you're on the governance committee. Tomas, I know
you have an issue about that. But you had an opportunity to speak as
did everybody else yesterday in the governance committee meeting. No
proposal was put forward on that particular issue. That would have
been the place to present a proposal and to have it debated and
there to be full discussion on it.
I don't know why we're having this debate for the first time. -You
said you've raised it before. It has not been raised in the
governance committee and that's the place to bring it.
DR. BERRY: Jill take just one more point on this and then I'm going
to move on.
MR. PALMER: I would just say that there are a couple of issues that
I've heard at this meeting that were really dramatic. And on one of
them I didn't know anything about it until I got to this meeting. So
I looked at the E-mails and was aware of some of the things that
were questions from affiliates four months ago when they were doing
their protesting. And so that item, you know, came up in finance
after a lot of people being aware of it.
The situation that you're describing I didn't know anything about
until I got to this meeting. But we've told others in the past,
Tomas specifically and others when they needed to, directed them to
a committee. And they've either gone there or due to lack of time to
go to the committee meeting for whatever they wanted to bring up,
they haven't gotten there.
And that's just the normal process. And I hear what you're saying.
And it's a communication thing. And I know that for finance when
you've asked a question, I've tried to respond on what we can and
can't do. And I feel confident that all the committee chairs operate
under that. same premise. And I think we should just go forward on
the way that we've-operated for quite some time. And if this is an
issue that we're all learning more about, then it will continue to
be there and will be handled in the appropriate committee and the
appropriate time and I'm sure probably prior to or at least by the
next meeting. So that's just my concern.
DR.BERRY: Okay. I said I was going to take no more on this. Is this
urgent?
MS. CAGAN: I don't know where else to raise it. I was just wondering
if we could get a copy of that employee handbook just to look at it?
DR. BERRY: Sure.
MS. WASH: I'll instruct Valerie to send you one.
DR. BERRY: Ms. VanIsler, would you please see to it that Ms. Cagan
receives a copy of the Pacifica Employee Handbook.
MR. MILLSPAUGH: I think other people have requested it also
DR. BERRY: And whoever the station manager is wherever you are, they
have copies and can give you a copy.
MS. VanISLER: I'll see that they get copies, although I think it
should come from the National Office to everybody.
DR. BERRY: We already have it.
MR. LYONS: It's a national handbook, correct?
DR. BERRY: The Pacifica Employee Handbook.
MR. LYONS: Then maybe it-could just be sent out to those who don't.
DR. BERRY: Who wants it? Who doesn't have it and wants it?
Cagan, Lyons and Moran. Okay. Those three people want it. Does that
make everybody happy?
What other point was there? Okay. Let's move on.
Is the LAB chair from DC here?
MS. WILLIAMS: Yes.
DR. BERRY: Could you come forward, please? Ms. Mary Alice Williams
could you please come forward? We are pleased to have you here with
us.
MS. WILLIAMS: My name is Mary Alice Williams. And I am currently the
chair of the advisory board for WPFW radio. I just wanted to let you
know who I am. I chair the Board of the DC Housing Finance Agency
and work with a variety of other nonprofit agencies as a
professional. I am the president of Risk Mitigation strategists,
which is an organization that among other things attempts to bring
additional liquidity and financing to the market for those who
originate community reinvestment and other types of loans that
assist our cities in rebuilding themselves.
We had our board meeting just this past Wednesday at the University
of the District of Columbia. And as usual, because we have the
support of the station in announcing our meetings, we had a very
good turnout. I wanted to indicate to you that over the past ninety
days we have made a bonified effort to expand the Board itself
because a great number of our membership is currently looking at
expiring terms on that board.
Because we are so concerned about representing the diverse community
that this station serves, we will be looking for additional members
who represent specifically the Asian and the Hispanic community, in
addition to others. We represent everything in this community from
professionals to farmers to lawyers to government workers, to every
type of person that we think inhabits the city. So we think that we
have something to bring to WPFW.
But we would just like to ask one question-which I have been
instructed by my Board to relate to you. And that is, we would like
to know why it is not possible for us, number one, to meet at the
station, which I believe the station at one of our meetings agreed
was the best place for these meetings?
And, secondly, we would like to request that when the meeting will
be changed by the station, could we please be informed sooner than
ten days or three days or four days before that meeting.
And, thirdly, we would like to have someone from the station come
and make some kind of report to us for purposes of the LAB even
beginning to understand what's happening at the station.
I simply want to say that I've been on this Board for many, many
years and I've been on this Board in the past. And as everyone on
the Board agrees, all we want to do is help. I think with the kind
of talent and individuals with the kinds of backgrounds and skills
that they have, we would work at the direction of whomever would
simply tell us what it is the station needs and how we can be
helpful in that process.
There are people on this national board who have been on the local
board and who know about the abuse that this LAB has had to suffer
at the hands of, unfortunate staff that do not feel the same way I
do about our need to cooperate. So I am simply asking this national
board from the bottom of my heart for the last bastion of free
speech in this country to provide that vehicle of communication,
apply it to yourselves and just let us know what's going on and how
we can help you. We don't want to harm you. We just want to help.
Thank you.
DR. BERRY: Thank you very much, Ms. Williams, and thank you for
coming to the meeting.
Does anyone want to say anything?
Lou is not here, right?
MS. WASH: Lou isn't here. And he didn't make your last meeting
because he's out sick. He has a very serious illness. He will be out
for the next two or three months.
And, unfortunately, there's just not enough space, as I understand
it, at the station to accommodate the large group. And that's why
the station itself took it upon itself to look for a larger space
for the advisory board to meet.
MR. FORD: What Mary Alice has said, we've had a lot of conversation
in the past in regard to that. one other prevailing factor is that
there's a liability issue with having a large gathering of folks at
the station. First of all, the space is very small.
Secondly, to facilitate people coming to the meeting and being able
to get access to the meeting area we have to leave the front door
open. That violates the insurance policy for the station, as well as
the building and the owner of the building. Should something occur,
Pacifica is extremely liable for anything that would occur.
Lou has assured me, and I've had conversations following two board
meetings ago when this was brought to my attention, that they would
work in complete earnest to find suitable meeting facilities for the
LAB. They met at a police precinct prior to the meeting at UDC. I
don't know what's the correct forum.
I will agree with you that the change in notice of venue should be
given in more of a timely fashion. And I think that's something,
Bessie, that could be easily done. So I think that issue will be
solved. But I think the lines of communication and the working to
make this happen have been solved. At least a start has been made.
And we will continue to do so.
The services and advise that the local advisory board gives to
Pacifica is very valuable. And I would love personally to see the
lines of communication stay open. And whatever problems we have from
a logistical standpoint I'm quite sure we can work them out.
DR. BERRY: Okay. Thank you very much.
I'm sorry to hear about Lou. I didn't know he was ill.
Well, anyway, let us go on to the committee reports. And the first
one is the executive committee. The executive committee -- and this
is a report, Ms. Lyons, on what the executive committee did on
Friday. I'm about to give this report, okay?
MR. LYONS: I'm listening.
DR. BERRY: The executive committee met and heard the executive
director tell us about all of her problems and issues with
everything from space with the National Office and WPFW co-located,
to various union contracts that are expiring and have to be
negotiated, to the need to hire a consultant, as she was telling you
here, to go in and look at the whole financial operations in the
foundation.
MS. WASH: And HR.
DR. BERRY: And that she was hiring a human resources director. This
has been an issue for a long time, the unevenness of the various
benefits and everything else that happens in Pacifica. Every time
something occurs, as when someone dies or somebody gets sick or
something happens, then we have questions raised about our coverages
and what are we doing for employees and how are we keeping track of
all this stuff, and we don't have a human resources director.
So that whole Area we spent a lot of time discussing the issues that
relate to human resources. And she urgently needs to hire someone.
We also discussed the need for her to hire herself immediately an
administrative person who would be number two to handle some of
these problems and the details of day-to-day management.
We also discussed an issue that was raised sometime during the
weekend about the law firm that represents us with the understanding
that there has been some discussion of this and whether there is
some kind of conflict of interest that one of our board members who
was a member of that firm might have.
And we, of course, were quite aware already that the executive
director who has the authority to do so had engaged this firm
because she had sent us out an E-mail and had informed us that she
was doing it. She sent the Board an E-mail. And we had received some
communication from some people objecting and saying that they
thought it was a conflict. And we assured ourselves again, as we had
before, and were told about the conversations that had taken place
during the weekend, that there's nothing illegal or immorale or
unappetizing. And, indeed, we should be grateful to the firm in
terms of the rates that they're giving us. And that Mr. Murdock is
not self-dealing or being in aggrandized or enriched or anything
else under the code for this matter.
So these are the matters that we discussed. And also I've already
told you about David and the issues with him.
So that was a report of the executive committee, if I haven't left
anything out.
MR. MILLSPAUGH: I think that it should be observed, and with
gratitude, that Dr. Berry has consented to remain available to
consult and advise and lend her good offices and good will to the
organization during a transition period while David cycles in as the
chair of the Board of Directors. And I think, as I say, that we
should feel a great deal of gratitude for her willingness to put up
with us for another couple of months in that advisory capacity.
Thank you.
DR. BERRY: And being paid nothing. We're not talking about paying
anybody. You said consultant. Somebody might think I'm getting some
money from Pacifica.
MR. PALMER: I think that just as a note from me knowing David that I
think that he would be very grateful for the assistance in
transitioning because he does have a lot of things on his plate
professionally, his wife is going to have a baby, and some other
things with his personal health that are going on. So I thank you
for him in his absence.
MR. MORAN: A couple of things. First, just a minor detail. I don't
think that I received as a board member a copy of that E-mail that
you say that informed the Board of the hiring of the firm. So if
Bessie could forward a copy of that original E-mail. So look it up
on the computer and then do a forward of that original E-mail that
would be great so that I could have a copy of the original E-mail
that was sent out.
MS. CAGAN: I never got it also.
MR. LYONS: I also did not get that E-mail, that notification from
Bessie.
MR. MORAN: So I just wanted to request a copy of that original E-
mail be forwarded to me.
Secondly, I want to reiterate my concern that executive committee
meetings are not announced to the entire Board and are closed to the
Board.
And, thirdly, I want to ask, especially in light of having been
served some papers this morning, what is the forum, as we discussed
yesterday, for me as a board member to go to that where we discuss
litigation strategy decisions that the Board needs to make?
No, we did not do that yesterday. And we were told that the forum
for that was the Board. And I want to know which closed session of
the Board I will be afforded the opportunity to discuss that? And
I'm making a specific request that that be agendized and scheduled
before the next board meeting within, say, the next thirty days as a
phone conference, at least to begin a discussion of where it is that
that body assembles and how do we as board members get our rightful
input into that process?
MS. CHAMBERS: Doubling back to the topic that came up afterwards
with respect to your staying on in an advisory capacity, I want to
express my extreme gratitude for your generous offer in light of the
fact, as Tomas pointed out, that we have all just received something
here that we have not had a chance to look over, but is probably not
good news. And I appreciate the continuity, the leadership and the
access to institutional knowledge.
Thank you.
MR. ROBINSON: Dr. Berry, I'd like to understand why it is that you
felt it necessary to make a determination to hire Mr. Murdock's firm
without discussing it with the full board, and then why you would go
the additional step of deliberately not personally notifying all of
us of that decision if it was such an important decision?
DR. BERRY: Mr. Robinson, you misheard. I did not hire anyone to do
anything. And I don't hire anyone to do anything. So that is a
misstatement of the facts. Under Pacifica's rules, hiring is done by
the executive director who has full authority to hire whomever she
pleases as counsel for the --
AUDIENCE: Who hired her?
DR. BERRY: You will be in order, please.
Who has full authority to hire whomever the executive director
pleases to be counsel to this organization. It's one of the
responsibilities of the executive director.
Now, the executive director, of course, informed us that she was
making this decision. It could have been any firm that she wished to
hire.
MR. ROBINSON: But it happened to be a firm that employs a member of
the Board.
DR. BERRY: So if you wish to ask that question, you should not be
asking me because I didn't hire the person. You're asking the wrong
person.
MR. ROBINSON: If the Board discussed the retainer of Mr. Murdock's
firm, why was the full Board not participating in that discussion?
DR. BERRY: The Board did not discuss the retainer of Mr. Murdock's
firm. You misheard. Where did you hear this?
MR. ROBINSON: Is Mr. Murdock's firm employed by Pacifica or retained
by Pacifica --
DR. BERRY: Yes. The executive director --
MR. ROBINSON -- or working for Pacifica?
DR. BERRY: -- hired Mr. Murdock's firm.
MR. ROBINSON: When was this decision made?
DR. BERRY: I don't remember.
MR. ROBINSON: Can someone answer the question? Can Bessie answer the
question?
DR. BERRY: Whenever it was. I don't know when it was.
She said she believes it was a date in June, the exact date of which
she is uncertain.
MR. ROBINSON: And Mr. Murdock is on this firm, is that not correct,
Bessie?
MS. WASH: Yes.
MR. ROBINSON: And was this discussed with members of the Board?
MS. WASH: I frequently discuss a lot of things with various people.
So there were some people I discussed it with, yes.
MR. ROBINSON: Did the Board participate in any kind of --
DR. BERRY: I don't think the executive director has to submit to
cross-examination.
MR. ROBINSON: I'm just trying to figure out what transpired. I'm a
member of the Board.
DR. BERRY: You have the answer to the question.
MR. ROBINSON: You didn't even bother to see that we got notified.
DR. BERRY: Asked and answered. The executive director has the
authority to hire a firm. She hired a firm. You've been told that
the firm was hired.
MR. ROBINSON: I was not told. I learned it in the meeting today.
DR. BERRY: Oh, you didn't know this until day, is that what you're
saying?
MS. CAGAN: No. We were not informed previous to -- you know, we did
not get it E-mail or regular mail or anything.
DR. BERRY: If we're going to have interrogation, is it your
response, Ms. Cagan, that you were unaware until this morning that
Mr. Murdock's firm was hired by Ms. Wash?
MS. CAGAN. No. I didn't learn about this earlier. As you don't
remember the date the firm was hired, I don't remember. It was
sometime in the last few weeks that I heard about this. I did not
hear about this from the National office or from the leadership of
this organization. I heard about it informally as rumor. And I would
have appreciated notice from either the executive director or the
chair of the Board. Somebody.
DR. BERRY: You are saying -- I'll ask each of you because you were
engaging in interrogation here.
Is it the representation of you, Mr. Robinson, that you knew nothing
about this firm being hired until you got here this morning?
MR. ROBINSON: It is my contention that I was not informed by
responsible parties, whether board members or employees of Pacifica,
that this determination had been made.
DR. BERRY: Okay. So that we don't spend time on this, the answer to
the question is that the executive director makes hiring decisions.
If you don't like the way the executive director informed you or
didn't inform you of the hiring decision, that is a judgment that
you can make about the executive director. You know, it I s not a
policy matter. If the person didn't tell you and you're upset about
it, then that has nothing to do with whether she has the authority
to do it. It has to do with the way she did it.
MR. ROBINSON: I never discussed that issue. I didn't discuss the
authority.
DR. BERRY: Okay. So we assume that you did not get information from
the executive director that she hired the firm, okay. The record
shows that now.
Do you have something else to add?
MS. LYONS: I have something new to say.
Look, I'm concerned -- I obviously didn't get the information from
the executive director. I'm particularly concerned because I'm not
dealing with her power of decision. That's not what I'm suggesting.
But I'm suggesting there's a board member who was a Jane Doe and is
now a named defendant, I assume, in one of these papers which I
haven't looked at, that the Board, however it's done, by whoseever
authority, the Board leadership and/or delegating that leadership to
the ED, has a responsibility to let its board members who are, in
fact, named defendants know what kind of representation we are
getting. That includes names, et cetera. I understand we have to go
through you to deal with these people. But just be informed of the
decision.
My concern is that I be afforded as a board member. And I can't
speak for my other fellow board members. But that I, in my capacity
as a board member be afforded independent counsel, counsel that's
not in any way affected by anything or any kind of situation that
may prevent counsel from making the most zealous representation as
he or she has to do under the ABA model rules.
I'm not here to argue out the differences over whether there is or
isn't a conflict. I perceive it differently for the record. I don't
like it. I don't like the fact we have a person wearing three hats.
I've expressed that. A board of director's hat, a firm hat,
understanding that you may not be directly paid by this, but it's
your firm, and a defendant hat. I know there's a debate in the
profession about that. I'm not here to debate that. But for the
record, I'm not pleased with that.
And I'm concerned and welcome the fact that I assume the Executive
Board would want all of its board members to be zealousy
independently represented. I was a little nonplussed because not
hearing it through the proper channels; i.e., how the decision was
made, the issue of it even becoming an issue in normal
circumstances; i.e.; other organizations that are functioning
differently, some of them, or, you know, that we are able to at this
moment, there's usually some kind of information process. Members of
the Board, whether it's a corporation or a nonprofit said, look,
here's the situation, we're hiring so and so, whether it's the CPA
who's doing the accounting, that person is on here, or the lawyer
who's going to represent you in the ongoing litigation, which is
already there, there's some kind of information given and some kind
of consent from board members.
There was no process. And I'm just concerned about that. That it
doesn't seem to me to be proper. And I don't want my representation
as part of this Board in the capacity as a board member to be
compromised by operational decisions that are not for whatever
reason properly implemented.
DR. BERRY: I will recognize Michael, but you should add as a tag-in
to your statement in order to be fair, Ms. Lyons, your argument that
this situation is different and that we have board members who are
suing the very Foundation and Board on which they serve which makes
it impossible to give certain kinds of information to them because
they're litigants.
MR. LYONS: Respectfully, you can add that, Dr. Berry. I am not
adding that. I'm just saying, you added that. That's fine. Let's be
fair.
DR. BERRY: So that tells me how fair you are, because that clearly
is relevant and material.
MR. PALMER: I guess it might be helpful for Beth and perhaps the
others to know that when the initial lawsuit was named, it was the
then executive director that made the hire. And we were told at that
time who it was. And that's how it occurred this time.
And the fact is that on Friday, at least on this Friday you had a
chance to direct your questions directly to John who answered them.
And you stated your unease with it. But I think you did a good job
and it was supported by others not in the Board, but by others that
said that he is not in a conflict of interest.
And of course the option always remains, as you're aware, that if
you don't feel like you're getting good independent counsel, then
you can on your own do that. And so to go on and belabor the point,
I think the main point that you want to get to is that you see a
conflict of interest and you disagree with what I myself feel and
the others do. And, in fact, John has stated, and others have
stated, it's not. And I think that's the long and short of it. And
I've heard what you feel and I respect that. And I think we should
move on.
MR. MORAN: For your information, I wanted to know -- Dr. Berry said
that there was a board member that was an active litigant against
the Foundation. I need you to name that, Dr. Berry.
DR. BERRY: You don't tell me what to do.
MR. MORAN: You made a statement for the record that I need to
understand. Dr. Berry, I am asking an information question.
MR. FORD: She's in conference at the moment.
DR. BERRY: If any of you are interested in having him do so, we
could ask Mr. Murdock to provide us with a statement from his firm.
MR. MORAN: You made a statement for the record here. Is that being
reversed or what? I don't get it.
DR. BERRY: It is not dependent on --
I'm not going to discuss anything else about the litigation.
Also, if you would like to introduce a motion to have Mr. Murdock's
firm no longer be counsel for this organization because of your
unease, you may do so and I will entertain such a motion.
Yes, Ms. Cagan?
MS. CAGAN: Actually, I don't want to introduce that motion because I
want to go back to Tomas' recommendation -- I don't know if it was a
motion or not -- that there be some time set aside when the Board
can have a discussion about how we're dealing with the litigation.
In that context I then may make want to make a motion like that. But
I feel there hasn't been a venue for us to have that kind of
discussion about litigation strategies and, you know, how we're
responding. I haven't. read this new document either. You made
reference that there may be some other lawsuit.
You know, I do feel that as part of this Board, and I would hope
that other members of the Board also feel, that we would, you know,
have some time to have that discussion. As I said, in that context
then I or other people might want to make a motion like you just
suggested. But right now I certainly don't want to make that motion.
DR. BERRY: My only point is that the decision was made by the
executive director. It is being implemented and the firm is
representing us.
MS. CAGAN: I'm not talking about representation.
DR. BERRY: And if you are uneasy about it
MS. CAGAN: I don't know if I'm uneasy about this firm because I
don't know what the strategy is. I don't know what the' thinking-is
about how to handle these lawsuits. I haven't had an opportunity to
express my thoughts on this. That's what I would like an opportunity
to do. And that's why I'd like to hear what other members of the
Board have. I have my ideas, but I might be convinced by other
members of the Board.
DR. BERRY: Board members, what I am suggesting to you is that if you
wish to move to do so because of your unease whether you know
anything about litigation or not, then please do so and you will
have the opportunity to discuss it.
MR. MORAN: I so move.
MR. ROBINSON: I second the motion.
DR. BERRY: Okay. Second.
Does anyone wish to speak to the motion further?
MR. MILLSPAUGH: I will speak against the motion. We have had from a
third party from independent counsel without any relationship to
this firm a letter setting forth, or maybe it was orally, the
position that this is not a conflict of interest.
MS. CAGAN: I'm not talking about a conflict of interest.
MR. MILLSPAUGH: Well, I believe that's the gravamen of your
complaint.
MS. CAGAN: No, it's Tomas, proposal. Maybe Tomas could repeat it.
MR. MILLSPAUGH: I'm sorry. I understood that he was raising a motion
DR. BERRY: I thought that the motion was
What is your motion?
MR. MORAN: The motion now?
DR. BERRY: The motion that you have introduced and was seconded by
Mr. Robinson.
MR. MORAN: That motion was the only venue that you gave to raising
the issue of having the discussion that Leslie and I had talked
about in creating of any board. And the only venue that you gave
through your tactics, which are procedural manipulative tactics to
force it this way, is for me to make a motion saying that I am
uneasy about Mr. Murdock's relationship with this firm at this point
because, and this is discussion now, because --
MR.