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 18, 2012

Meeting Minutes

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:40 PM Pacific Daylight Time
with an initial quorum of 17.

a. Roll Call / Establish Quorum

Twenty 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), 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), Alex Steinberg (WBAI),
Andrea Turner (KPFA).

Two members were absent: Kathy Davis (WBAI), Dan Siegel (KPFA).

Also present: John P. Garry III (Recording Secretary).

The agenda and the audio for this meeting can be accessed at KPFTX.org

[Audio Part 1 pnb121018a.mp3]

I.b. Determine Excused Absences (5:43)

None submitted

I.c. Designate Timekeeper

Reiter volunteered to be the timekeeper later in the meeting.

II. Open Session Agenda Approval (5:43)

Allen moved to move "Motion from Campbell Johnson- rescind motion on in-person
meeting" from New Business to after Minutes Approval. Johnson seconded.
Point of order from Reiter: This is dilatory, its been voted on twice. Point of
order from Allen: We are just trying to move it up. It has not been voted on
before. Rosenberg cited Roberts Rules' definition on dilatory motions. Point of
order from Reiter: Asked the Chair to rule on the nature of the motion,
dilatory or not? The Chair ruled that this has been voted on twice and
attempting to move it up a third time is dilatory.

Brazon challenged the ruling of the Chair.

The ruling of the Chair was sustained by a roll call vote: Yes-10, No-8,
Abstain-0.

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

Reiter moved approval of the agenda. Rosenberg requested an opportunity to
speak in open session about the KPFA recall. Without objection, the Chair
agreed to this, for five minutes.

Agenda approved by a roll call vote: Yes-10, No-7, Abstain-0.

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

III. Minutes Approval (6:05)

Nwangaza moved approval of the October 4, 2012 open session minutes. Reiter
seconded. An abstention was heard.

Minutes approved by a roll call vote: Yes-11, No-2, Abstain-4.

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

Reiter moved approval of the October 11, 2012 open session minutes. Nwangaza
seconded. An abstention was heard.

Minutes approved by a roll call vote: Yes-10, No-1, Abstain-7.

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

IV, V. PNB / iED Chair's Report (6:12)

The iED reported briefly. Discussion followed. The Chair committed to forward a
fund-raising/questionnaire letter to the Board and a report on her activities
when her trip is done.

Following a comment from Reiter, there was a discussion of seating new LSB
members in January 2013 instead of December 2012. Birden moved to postpone
discussion of this matter to the next meeting. Aaron seconded. Passed without
objection. The Chair committed to inform the LSB Chairs that the issue is under
consideration and holding two December PNB meetings may be considered.

VI. CFO Report

Omitted due to the excused absence of the CFO.

VII. Committee & Task Force Reports (6:33)

Finance Committee Reports

Rosenberg (Finance Committee Chair) reported and presented the following
motions:

Motion 1 - NFCB Conference reports
The attendees at the NFCB conference will submit written reports to, and the ED
shall make a brief presentation of to the PNB as to what took place and what
was gained.
(Approved by the NFC without objection).

After discussion Aaron called the question. Motion passed without objection.

[Audio Part 2 pnb121018b.mp3]

Motion 2 - Reprimands for late budget submissions
The NFC recommends that the Executive Director file reprimands in the personnel
folders of General Managers and Business Managers who are more than 60 days
late in providing budgets." (Approved by the NFC: 5 for, 3 against)

Brazon (with Crosier) moved to amend: Include the CFO, if he or she fails to
submit PRA and National budgets 30 days after approval of station budgets.
Bediako seconded.

Amendment failed by a roll call vote: Yes-5, No-9, Abstain-2.

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


Main motion passed by a roll call vote: Yes-12, No-5, Abstain-2.

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

Motion 3 - NFC Executive Sessions:
"That the NFC refrain from having executive sessions until such time as actions
are taken to resolve considerations about breaches of confidentiality."

Rosenberg recommended that this issue be referred to the Governance Committee.
Passed without objection

At the recommendation of Rosenberg, The Chair ruled Motion 4 (see Agenda) out
of order because it was moot.

Point of personal privilege from Nwangaza: Took exception to the tone of the
Chair/iED's response to a Board question earlier regarding written reports. The
iED responded.

Rosenberg made a statement on the KPFA Recall matter. She formally requested
that a statement made in a rebuttal brief consistent with the legal term
"unclean hands" be publicly retracted by the Foundation.

The meeting adjourned at 7:34 PM due to the expiration of time. The Board
reconvened in executive session from 7:42 PM to 9:40 PM PST.

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on October 25, 2012)

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