Pacifica National Board-Teleconference (Open Session)
8:30 PM EDT, 7:30 PM CDT, 5:30 PM PDT (scheduled)
Originating in Various Locations
Thursday, October 4, 2012
Meeting Minutes
I. Call to Order and Opening Business
The meeting was called to order by the Chair at 5:37 PM Pacific Daylight Time
with an initial quorum of 16.
I.a. Roll Call / Establish Quorum
Twenty members were present, constituting a quorum:
Ken Aaron (KPFK), Ivon Alcime (WPFW), Teresa Allen (KPFT), Nia Bediako (WBAI),
Carolyn Birden (WBAI), Lydia Brazon (KPFK), Bill Crosier (Vice-Chair, KPFT),
Revalyn Gold (WPFW), Heather Gray (Affiliates), Campbell Johnson (WPFW),
Ali Lexa (KPFK), Efia Nwangaza (Secretary, Affiliates), Laura Prives (KPFA),
Summer Reese (Chair, iED, KPFK), Marcel Reid (WPFW), George Reiter (KPFT),
Tracy Rosenberg (KPFA), Dan Siegel (KPFA), Alex Steinberg (WBAI),
Andrea Turner (KPFA).
Two members were absent: Wesley Bethune (KPFT), Kathy Davis (WBAI).
Also present: LaVarn Williams (Pacifica CFO), John P. Garry III (Recording
Secretary).
The agenda and the audio for this meeting can be accessed at KPFTX.org
[Audio Part 1 pnb121004a.mp3]
I.b. Determine excused absences - Chair (5:43)
None submitted. Three members forwarded advance notice of their late arrival to
the meeting.
I.c. Designate Timekeeper (5:44)
Reiter volunteered to be the timekeeper.
II. Open Session Agenda Approval (5:45)
Johnson moved: "Motion from Campbell Johnson- rescind motion on in-person
meeting"
shall be moved from New Business to after Minutes Approval. Turner seconded.
Failed by substitution.
Brazon moved to substitute: "Motion from Campbell Johnson- rescind motion on in-
person meeting" shall be the first item after KPFK budget approval. Turner
seconded. Aaron called the question.
Motion to substitute approved by a roll call vote: Yes-9, No-6, Abstain-1.
Yes-Alcime, Allen, Bediako, Brazon, Johnson, Nwangaza, Prives, Siegel, Turner.
No-Aaron, Birden, Crosier, Lexa, Reiter, Steinberg.
Abstain-Rosenberg.
Present not voting-Reese.
The new main motion failed by a roll call vote: Yes-7, No-9, Abstain-0.
Yes-Bediako, Brazon, Johnson, Nwangaza, Prives, Siegel, Turner.
No-Aaron, Alcime, Allen, Birden, Crosier, Lexa. Reiter, Rosenberg, Steinberg.
Present not voting-Reese.
Aaron moved to approve the agenda. Reiter seconded. Passed without objection.
III. Minutes Approval (5:54)
Reiter moved approval of the September 27, 2012 open session minutes. Crosier
seconded. Minutes approved without objection.
IV, V, VI.
Omitted.
VII. Committee & Task Force Reports (5:55)
Finance Committee Report - Part 1 - Tracy Rosenberg, Chair
Rosenberg (Finance Committee Chair) brought the KPFK budget to the floor and
provided an overview of the budget, which was forwarded electronically to the
Board prior to the meeting.
Motion 1 - KPFK Budget:
That the KPFK budget as approved by the NFC on September 18, 2012, be approved
by the PNB. (Approved by the NFC without objection)
Aaron moved to approve. Rosenberg seconded. Budget approved without objection.
ED-CFO Search Committee Report (6:12)
Motion 1 - CFO Job Description:
Approve the CFO job description as revised by the ED-CFO Search Committee (see
Appendix A)
Aaron (Convener) reported. Discussion followed. The CFO Job Description was
read by Bediako (see Appendix A).
Rosenberg moved to amend "Minimum Requirements." (see Appendix B) Steinberg
seconded. Turner moved to extend ten minutes. Johnson seconded. Passed without
objection. Discussion continued.
Responding to a comment by Johnson, Bediako agreed to change "retained
earnings" to "net assets" in Paragraph II.
[Audio Part 2 pnb121004b.mp3]
Discussion continued. Aaron called the question on the amendment.
Amendment passed by a roll call vote: Yes-15, No-1, Abstain-0.
Yes-Aaron, Alcime, Allen, Bediako, Birden, Crosier, Johnson, Lexa, Prives,
Reid, Reiter, Rosenberg, Siegel, Steinberg, Turner.
No-Brazon.
Present not voting-Reese.
Amended CFO Job Description passed without objection.
ED Job Description (6:46)
Bediako read the ED Job Description (see Appendix C). Discussion followed.
Steinberg read three text changes, which were seconded by Rosenberg, who also
offered an amendment.
Point of procedure from Birden: These amendments should be taken in the order
they were presented. The Chair agreed.
Rosenberg moved to extend 10 minutes. Birden seconded. Passed without
objection. (7:05)
Steinberg moved to amend Paragraph 16: Change to "Working with and supervising
the Chief Financial Officer." Passed without objection.
Steinberg moved to amend Paragraph 28: Remove "Retainers with all attorneys may
only be entered into with Board approval in the form of a motion passed by the
collective board authorizing said contract." Birden seconded.
Amendment to Paragraph 28 failed by a roll call vote: Yes-7, No-9, Abstain-0.
Yes-Aaron, Allen, Birden, Crosier, Gray, Rosenberg, Steinberg.
No-Bediako, Brazon, Johnson, Nwangaza, Prives, Reid, Reiter, Siegel, Turner.
Present not voting-Reese.
Steinberg moved to amend Paragraph 6: Delete "in consultation with the PNB" and
delete "and such others that may be approved by the PNB." Brazon moved to refer
to the Search Committee. Reid seconded. Steinberg moved to extend 5 minutes.
Rosenberg seconded. Passed without objection. (7:16) Discussion continued.
(7:21) Point of order from Steinberg: The vote to refer must be after voting on
the amendments. There is an order of precedence. The Chair ruled that the
motion to refer was in order.
Motion to refer failed by a roll call vote: Yes-3, No-12, Abstain-2.
Yes-Allen, Brazon, Reid.
No-Aaron, Birden, Crosier, Gray, Johnson, Lexa, Nwangaza, Reiter, Rosenberg,
Siegel, Steinberg, Turner.
Abstain-Bediako, Prives.
Present not voting-Reese.
Reiter moved to extend ten minutes. Birden seconded.
Motion to extend passed by a roll call vote: Yes-13, No-1, Abstain-2. (7:30)
Yes-Allen, Bediako, Birden, Brazon, Gray, Johnson, Lexa, Nwangaza, Prives,
Reiter, Rosenberg, Siegel, Steinberg.
No-Aaron.
Abstain-Crosier, Reid.
Present not voting-Reese.
Reiter called the question on Steinberg's amendment to Paragraph 6.
Amendment to Paragraph 6 passed by a roll call vote: Yes-9, No-8, Abstain-2.
Yes-Aaron, Birden, Crosier, Gray, Lexa, Reese, Reiter, Rosenberg, Steinberg.
No-Alcime, Bediako, Brazon, Gold, Johnson, Nwangaza, Prives, Siegel.
Abstain-Allen, Reid.
Point of order from Rosenberg: My amendment is on the table, it can be voted
on. The Chair agreed.
Rosenberg moved to amend Paragraph 5: Change to "Selecting Interim General
Managers when needed to fill vacancies."
Amendment to Paragraph 5 passed by a roll call vote: Yes-9, No-7, Abstain-1.
Yes-Aaron, Allen, Birden, Crosier, Gray, Lexa, Reiter, Rosenberg, Steinberg.
No-Alcime, Bediako, Brazon, Johnson, Nwangaza, Reid, Siegel.
Abstain-Gold.
Present not voting--Reese.
The meeting adjourned at 7:43 PM due to the expiration of time. The Board
reconvened in executive session from 7:48 PM to 9:10 PM PST.
Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on October 18, 2012)
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Appendix A-CFO Job Description
TITLE: Chief Financial Officer
STATUS: Regular Full time
SITE: National Office - Pacifica Radio
BENEFITS: Medical, Dental, Life, Disability (Upon Completion of Introductory
Status)
I. Position Reports to: The Chief Financial Officer
(CFO) reports directly to the collective body of the Pacifica National Board
(PNB) and to the Executive Director (ED.) The National Board will appoint,
supervise, evaluate, re-appoint, and discharge the CFO. S/he shall cause the
funds of the Foundation to be disbursed as s/he may be properly directed from
time to time. The CFO shall render to the Executive Director and the Board an
account of all of his/her transactions as CFO and of the financial condition of
the Foundation whenever requested. [This language conforms with that approved
in the ED description.] Approved without objection.
II. The Chief Financial Officer: oversees the organization's financial goals,
objectives, and budgets, the investment of funds and management of associated
risks; supervises cash management activities; directs financial operations
including payroll, internal controls and auditing; and establishes and
maintains the objectives and strategy for the finance department. S/he shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of
the Foundation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, and net assets.
III. The Chief Financial Officer shall cause to be deposited all monies and
other valuables in the name and to the credit of the Foundation with such
depositories as may be designated by the Board. S/he shall protect the assets
of the organization and meet all standards of transparency and accounting
principles as befits a non-profit organization. Approved without objection.
DUTIES AND RESPONSIBILITIES
1. Direct the financial and accounting function and maintain responsibility
for monthly and annual financial reporting, financial analysis, audit, banking,
cash management, budgeting, and risk management.
2. Ensure timeliness, accuracy, and usefulness of financial and management
reporting for federal and state funders, foundations, and the PNB. Supervise
the timely preparation and communication of monthly, annual and any other
financial statements. Approved without objection.
3. Prepare and monitor the annual budget, financial projections for year-end
forecasting and audit coordination, including preparation and collection of
audit information, as well as function as the primary liaison to auditors.
Approved without objection.
4. Collaborate with other members of the senior management team on financial
and fund raising priorities.
5. Manage the organization's banking relationships and cash position.
6. Administer the organization's investment portfolio; direct and supervise
the organization's investment managers and advisers.
7. Manage and ensure training and development of national finance and
accounting personnel and coordinate the activities of finance personnel in the
station offices in accordance with legal and U.S. Generally Accepted Accounting
Principles requirements. Assist with the hiring of local station Business
Managers. Approved without objection.
8. Maintain official financial records and documents, and ensure compliance
with federal, state and local regulations and reporting requirements (such as
annual information returns; payroll withholding and reporting, 990s, etc.)
9. Supervise all financial compliance and recognition for government (federal,
state and local) contracts and private grants. Approved without objection.
10. Ensure proper management of all Pacifica assets including real estate,
investment funds, and SCAs (sidebands) in collaboration with the Executive
Director and under the direction of the Pacifica National Board.
11. Assure adequate control and accounting of all funds, including developing
and maintaining sound financial practices, and remaining up-to-date on non-
profit audit best practices and state and federal law regarding nonprofit
operations. Approved without objection
12. Provide financial leadership, advice, and financial transparency, and
establish financial goals for the network working with the Executive Director
and National Board of Directors.
13. Experience in or with non-profit organizations preferred. Approved: 5Y and
1N
MINIMUM REQUIREMENTS:
Certified Public Accountant
Excellent written and oral communication skills
Able to translate financial information and teach financial literacy
Facility with finance and CONTEMPORARY accounting software
Ability to meet deadlines
********
Appendix B-Rosenberg amendment to CFO Job Description/Minimum Requirements.
10 years of accounting and financial management experience, including
a. financial analysis,
b. reporting,
c. not for profit compliance, and
d. supervision of accounting staff.
2. Knowledge of GAAP protocols.
3. Familiarity with FCC and CPB requirements strongly preferred.
4. Experience explaining financial position and reports to lay people and
disseminating financial information with clear and readable narratives
and visuals.
5. Facility with Microsoft Dynamics GP and ability to analyze
accounting systems and software and update where necessary.
6. Experience with multi-unit budgeting and reporting strongly preferred.
7. Knowledge of the noncommercial broadcast sector helpful.
8. CPA preferred.
9. Excellent oral and written communication skills.
10. Ability to meet deadlines under time pressure.
********
Appendix C-ED Job Description
Pacifica Foundation's Job Description for
TITLE: Executive Director
STATUS: Regular Full time
SITE: National Office - Pacifica Radio
BENEFITS: Medical, Dental, Life, Disability (Upon Completion of Introductory
Status)
I. Position Reports to: The Executive Director (ED) is selected, supervised and
discharged by, and reports to, the collective body of the Pacifica National
Board of Directors (PNB). Approved without objection.
II. Definition: The Executive Director (hereafter referred to as "ED") is the
President of the Pacifica Foundation, General Manager, Chief Executive Officer,
and Chief Administrator, and is responsible for management activities of the
Foundation pursuant to the Pacifica Bylaws, including hiring of Station
Managers of the five sister stations and National Staff with the exception of
the Chief Financial Officer (CFO); implementation of Board policies and bylaws;
and oversight of fund raising, development, national programming, financial
stability, physical integrity, and compliance with CPB, FCC and ADA rules and
regulations. The National Finance Staff works under the direction of the CFO.
All Pacifica Staff, including the CFO and other National Finance Staff, report
to the ED. Both the CFO and the ED report independently to the board. Approved
without objection.
III. The ED ensures that the Foundation operates in a fiscally and socially
responsible fashion in compliance both with state and federal laws, and with
the mission of the Foundation to operate radio outlets that encourage the
creative skills and energies of the community; to contribute to a lasting
understanding between nations and individuals of all nations, races, creeds and
colors; to gather and disseminate information on the causes of conflict between
such groups; to promote the study of political and economic problems and of the
causes of religious, philosophical and racial antagonisms; and to employ varied
sources in the public presentation of accurate, comprehensive news on all
matters affecting the community. Approved without objection.
DUTIES AND RESPONSIBILITIES:
GENERAL ADMINISTRATION
1. Responsible for fund raising, such as oversight of grant writing, major
donor events, direct mail campaigns, etc. Approved without objection.
2. Managing and supervising National Staff and General Managers to provide for
the effective operation of the Foundation's public radio stations in compliance
with the objectives and policies of the Board of Directors and consistent with
the Pacifica mission. Approved without objection.
3. Appointing and facilitating the work of a National Election Supervisor in
each year when elections for delegates are held. Approved without objection.
4. Selecting General Managers for each sister station upon vacancy, from
candidates presented by the Local Station Board (LSB). Approved without
objection.
5. Selecting Interim General Managers in accordance with Pacifica bylaws
provision for selecting GMs. In the case of an emergency, the ED may appoint an
acting GM from non-union, management staff. Approved without objection.
6. Hiring, coordinating and terminating supervised National staff in
consultation with the PNB. (Positions include, but are not limited to, the
Human Resources Director, Pacifica Radio Archives Director, Assistant to the
Director, National Technical Director, Affiliates Program Director, Webmaster,
Network Programming Coordinator, News Bureau Director, Administrative
Assistant, National Development Director and such others as may approved by the
PNB.) Approved without objection.
7. Conducting annual evaluations of supervised National Staff and General
Managers, with recommendations in consultation with Human Resources where
appropriate. Approved without objection.
GOVERNANCE
8. Attending and participating in meetings of the PNB and Coordinating
Committee, including teleconferences, regular and special meetings. Approved
without objection.
9. Ensuring the effective organization of in-person PNB meetings, including
preparation of Board packets, in cooperation and assisted by the Board Chair
and/or Coordinating Committee. Approved without objection.
COMMUNICATIONS
10. Conforming to the communication policies established by the Board,
including accurate reports and provision of appropriate information for
Directors upon request. Approved without objection.
11. Supporting the PNB in fulfilling its governance role through regular
communication with the Board and its officers. Approved without objection.
HUMAN RESOURCES
12. Ensuring that stations and the network are managed according to state, FCC
and CPB requirements, including state and federal labor and employment
regulations, and that any grievances are addressed and resolved in a fair and
timely manner. Approved without objection.
13. Participating in Union collective bargaining agreement negotiations and
respond to Union requests in collaboration with the General Managers, CFO and
Human Resources as appropriate. Approved without objection.
14. Supervising compliance with Americans with Disabilities Act (ADA). Approved
without objection.
15. Encouraging equal opportunity and diversity in staffing, management and
programming at stations, the Pacifica Radio Archives, and in the National
Office. Approved without objection.
FINANCES
16. Working with the Chief Financial Officer (CFO), overseeing the Foundation's
budget, and providing for fiscal integrity of the Foundation within the
approved limits of the PNB. Approved without objection.
17. Developing fiscally sound budgets in coordination with the CFO, General
Managers, and the Pacifica National Board Finance Committee. Approved without
objection.
18. Reviewing financial statements with the CFO. Approved without objection.
19. Monitoring and/or authorizing expenditures as appropriate in accordance
with budgets approved by the PNB, including but not limited to check
authorization, reimbursements, consultant hires, and unbudgeted expense
approval. Approved without objection.
20. Acknowledging major donor contributions and other support in a timely
manner. Approved without objection.
21. Bringing contracts to the Coordinating Committee and PNB for review and/or
approval, based on current policies. Approved without objection.
PROGRAMMING
22. Providing opportunities for paid and unpaid staff and volunteers from
network and affiliate stations to apply for participation in national coverage
and/or national programming. Approved without objection.
23. Ensuring the development of excellent national programming that covers
major political and cultural events and topics. Approved without objection.
24. Ensuring that technical systems, equipment, and structures adequate for the
production and distribution of programs are maintained. Approved without
objection.
25. Responsible for guiding the Foundation through technological changes and
taking the lead in defining how to harness new technologies to promote Pacifica
and its mission. Approved without objection.
26. Overseeing and developing Affiliate relations and other collaborations in
order to encourage productive and mutually beneficial relationships. Approved
without objection.
27. Promoting activities and development that makes it possible for Pacifica to
maximize its audience and expand its membership. Approved without objection.
LEGAL
28. Managing litigation and other legal matters with the PNB, in consultation
with Foundation counsel and other attorneys as needed. The ED and Foundation
counsel are responsible for promptly reporting all legal matters to the PNB.
Approved without objection.
L Brazon moved to add: Retainers with all attorneys may only be entered into
with Board approval in the form of a motion passed by the collective board
authorizing said contract. Approved without objection.
29. Developing, monitoring and enforcing procedures and policies, and
maintaining confidentiality on legal, personnel and other appropriate matters
in collaboration with the Human Resources Director or firm. Approved without
objection.
PROMOTION
30. Serving as spokesperson for the Pacifica Foundation, representing it in
business relationships with other national and state nonprofits, government
agencies, the media, professional organizations, and similar groups. Approved
without objection.
31. Expanding positive public awareness of Pacifica through community events,
media outreach efforts, and development of promotional campaigns, including
prevailing technology and social media. Approved without objection.
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