Pacifica National Board

Continuation Meeting Teleconference (Open Session)

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

Originating in Various Locations

Thursday, April 26, 2012

Meeting Minutes

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:42 PM Pacific Daylight Time

a. Roll Call / Establish Quorum

Twenty-one members were present, constituting a quorum:
Ken Aaron (KPFK), Ivon Alcime (WPFW), Teresa Allen (KPFT), Nia Bediako (WBAI),
Wesley Bethune (KPFT), Carolyn Birden (WBAI), Lydia Brazon (KPFK),
Bill Crosier (Vice-Chair, KPFT), Kathy Davis (WBAI), Revalyn Gold (WPFW),
Heather Gray (Affiliates), Campbell Johnson (WPFW), Ali Lexa (KPFK),
Efia Nwangaza (Secretary, Affiliates), Laura Prives (KPFA), Summer Reese
(Chair, KPFK),
Marcel Reid (WPFW), George Reiter (KPFT), Tracy Rosenberg (KPFA),
Alex Steinberg (WBAI), Andrea Turner (KPFA).

One member was absent: Dan Siegel (KPFA).

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

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

The Agenda can be accessed at:
http://kpftx.org/archives/pnb/pnb120412/pnb120412_2216_agenda.pdf

[Audio Part 1]

VII. Time-Sensitive Issues (cont'd)

b. Pacifica Station Board elections (5:45)

The Chair and The ED initiated the discussion. Reiter initiated a discussion of
electronic voting.

Crosier moved to finish the stack with a maximum extension of five minutes.
Passed without objection. (6:00)

Point of order from Rosenberg: The $244,000 2009 election costs include WBAI
mailing costs twice. Discussion continued.

The Chair announced that Les Radke, a past Pacifica Elections Supervisor, had
passed away recently. The ED and the CFO reported on current network financial
matters.

VIII. Committee & Task Force Reports

Development Task Force (6:27)

Gray (Development Task Force Chair) moved the following:

Motion 1: Publicists:
The PNB authorizes acquiring six (6) unpaid publicists within 30 days of the
present date to work at each of the five (5) stations and one head Publicist to
coordinate at National Office. Passed unanimously at KPFK LSB and by the
Development Task Force

Motion passed without objection.

Point of order from Crosier: At the last meeting we decided to move up the
Technology Committee Report. The Chair called on the Technology Committee to
report.

Technology Committee (6:38)

Aaron reported and moved the following:

"That the Tech Committee will be allowed to operate as a task force until such
time as the group can be re-established as a committee."

[Audio Part 2]

Point of order from Bediako: Asked if the Technology Committee was a standing
committee and if this motion would require a By-laws change. Steinberg stated
that it was a standing committee. The Chair did not rule on the By-laws
question.

Discussion continued. Davis moved to substitute:

"Resolved, that PNB committees be empowered to conduct a meeting in the absence
of a quorum in order to further the committee's business, with the proviso that
any motions other than agenda-setting or the setting the date of the next
meeting be held to the next (quorum) meeting for a vote."

Point of order from Davis: Was there a suggestion of a letter being sent to
affirm committee membership. The Chair answered in the affirmative,

Bediako moved for an email to be sent from the convener of the Technology
Committee to the KPFTX roster of potential Technology Committee members, who
shall respond within two weeks, in order to establish committee membership. The
Chair ruled the motion out of order.

The Chair asked Davis if she wanted to withdraw her motion as a substitute and
move it elsewhere. Davis replied no. Point of order from Reiter: The motion
cannot be withdrawn by Davis--it belongs to the body.

Davis' motion to substitute failed on a roll call vote: Yes-2, No-9, Abstain--
7.

Yes-Bethune, Davis.
No-Aaron, Alcime, Allen, Bediako, Crosier, Gray, Lexa, Prives, Rosenberg.
Present not voting-Reese.
Abstain-Birden, Brazon, Johnson, Nwangaza, Reid, Reiter, Turner.

The Technology Committee motion passed on a roll call vote: Yes-11, No--4,
Abstain-3.

Yes-Aaron, Allen, Birden, Brazon, Crosier, Gray, Johnson, Lexa, Prives, Reiter,
Rosenberg.
No-Alcime, Bediako, Bethune, Turner.
Present not voting-Reese
Abstain-Davis, Nwangaza, Reid.

Bethune moved to continue the open session for thirty minutes. Passed without
objection. There was a discussion of scheduling.

The board voted in favor of having a meeting on Thursday, May 3, 2012:
Yes-11, No-7, Abstain-0.

Yes-Aaron, Alcime, Allen, Bethune, Birden, Crosier, Gray, Lexa, Reiter,
Rosenberg, Steinberg.
No-Bediako, Brazon, Davis, Johnson, Nwangaza, Prives,
Present not voting-Reese.

Programming Committee (7:25)

Reiter (Programming Committee Chair) moved the following motion (amended by
Rosenberg):

Motion 1: Program Councils:
The PNB directs the executive director to set up Program Councils as management
committees, at each station.

The composition of the committee shall consist of 1/3 staff, selected by stv
election (or by other means consistent with previous agreements with other
management-recognized staff organizations including those with staff
contracts), 1/3 members of the LSB, also selected by an stv election, and 1/3
listeners, approved jointly by the LSB and the Program Director by a procedure
satisfactory to both, Terms shall be for the maximum of 2 years, or for an LSB
member, the term on the LSB, whichever is less.

The Program Councils shall serve to provide a collaborative nexus between the
board, the listeners, the staff and the management of the station for the
purpose of implementing the programming policies of the LSB and PNB.
Specifically, they shall have the power to review programs and vet new
programs, including for compliance with the mission, and recommend changes to
schedules. They shall provide for adjudication of issues arising between staff
and management, where no other means of doing so exists. They will set their
own agendas in these regards.

Program directors will serve as non voting ex-officio members of the Program
Councils. The Program Director shall provide an orientation and training to the
members of the Program Council on generally accepted standards of air quality
and the art and science of putting a programming grid together. Program Council
members have the reciprocal responsibility to educate themselves on these
matters, and to learn more about what goes into radio production and
programming from the programming and production staff. The Programming Councils
are charged with making recommendations to the Program Director. If the
program director declines to act on such recommendations, he/she shall report
his/her reasons and respond to dialogue on the issue from the Council. Such
dialogue shall be made widely available to the listeners. If consensus cannot
be reached on a course of action between the Program Director and a majority of
the Council, the Council can appeal the decision to the GM with a vote of 2/3
of its members. The Council will make a yearly report on its functioning to the
LSB, the Programming committee of the PNB and the listeners, and may make
interim reports to these bodies as it sees fit. It will solicit input on
programming from the listeners.

All meetings of the Program Council will be in public session, with the
exception of those that are required to be in Executive Session by the Pacifica
Bylaws. The Council shall determine by majority vote whether any given meeting
must be held as an Executive session.
Passed 5-1 by the Development Committee; see separate minority report in the
Committee Report

(see Appendix A for the Minority Report)

Campbell moved to amend: Include Community Advisory Boards where they exist.
The Chair ruled the amendment out of order because it conflicts with CPB
requirements.

Rosenberg moved to amend: Management shall recognize unpaid staff organization
agreements.

[Audio Part 3]

Davis moved to amend that staff contracts be recognized.

Reiter moved to amend: "or by other means consistent with other agreements with
other organizations including staff organizations." Passed without objection.

Davis moved to amend: The committee shall be called a Program Advisory
Committee instead of a Management Committee.
Motion failed on a roll call vote: Yes-8, No-11, Abstain-1.

Yes-Bediako, Bethune, Brazon, Davis, Gray, Johnson, Prives, Turner.
No-Aaron, Alcime, Allen, Birden, Crosier, Gold, Nwangaza, Reid, Reiter,
Rosenberg, Steinberg.
Present not voting-Reese.
Abstain-Lexa.

The amended main motion failed on a roll call vote: Yes-7, No-13, Abstain-0.

Yes-Allen, Bethune, Crosier, Gray, Reiter, Rosenberg, Steinberg.
No-Aaron, Alcime, Bediako, Birden, Brazon, Davis, Gold, Johnson, Lexa,
Nwangaza, Prives, Reid, Turner.
Present not voting-Reese.

Johnson moved for the network to officially recognize May Day and Lew Hill's
birthday. Passed without objection.

The board voted against holding an executive session: Yes-7, No-8, Abstain-3.

Yes-Alcime, Allen, Bediako, Brazon, Johnson, Nwangaza, Prives.
No-Birden, Davis, Gold, Gray, Lexa, Rosenberg, Steinberg, Turner.
Present not voting-Reese.
Abstain-Aaron, Crosier, Reiter.

The meeting adjourned without objection at 8:34 PM.

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on May 24, 2012)

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Appendix A-Programming Committee Minority Report

I support having program councils within the management at all stations, to
give listeners and paid and unpaid staff a voice in the making of programming
decisions, and as an avenue towards wider listener involvement in evaluating
and suggesting programming. But I oppose this motion as written because of the
proposed composition of the body, including 1/3 of its members coming from the
Local Station Board. I believe that it is improper to create a management
committee that includes members of the LSB elected by the LSB, which is a
governance body.

The LSB has the responsibility of selecting a pool of candidates for the
position of Program Director, and thereafter the responsibility of annually
evaluating the Program Director's performance. I believe this function is
compromised, and lines of responsibility and demarcation of duties are
needlessly muddied, if members of the LSB serve on a program council with the
PD, and advise the PD directly on individual programming decisions and
evaluations.

In addition, I served for several years on the interim Program Council at KPFK
prior to my election to the LSB, and believe the two responsibilities are
mutually exclusive full-time responsibilities.

I would support a Program Council with a composition similar to that of the LSB
in ratio, though smaller in number by at least half, that includes elected
representatives of paid and unpaid staff and listeners vetted by the LSB and
management, but not to include members of the LSB.

For purposes of communication, a member of the LSB could serve in a non-voting
capacity on the Program Council. This was the case with the former interim
Program Council at KPFK. There was an ex officio member of the LSB on the iPC,
and the chair of the iPC was an ex officio non-voting member of the Program
Oversight Committee of the LSB.

Respectfully submitted,
Michael Novick

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