PACIFICA FOUNDATION BOARD
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Special Open Telephone Meeting
April 25, 2013
At Various Locations
8:30 pm (ET), 7:30 pm (CT) and 5:30 pm (PT)

AGENDA

I. Call to Order/Opening Business. 8:30 pm (ET)
Adjourn Time Certain. 9:30 (ET)

A. Roll Call / Establish Quorum. Establish Time Keeper.




Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence;
AL Present-Arrived Late.
KPFA - Berkeley., CA. KPFK - L.A., CA.: KPFT -
Houston, TX.: WBAI - N.Y., N.Y.:
Brian Edwards-Tickert Lydia Brazon
Teresa Allen Carolyn Birden
Tracy Rosenberg John Cromshow
Jessica Apolinar Janet Coleman
Dan Siegel Brenda Medina
Nancy Hentschel Cerene Roberts
Margy Wilkinson Summer Reese Richard
Uzzell Manijeh Saba


WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
Benito Diaz Heather Gray Andy Gold,
Pacifica Gen. Counsel
Luzette King Janis Lane-Ewart
Tony Norman
Katea Stitt

B. Agenda Approval.

C. Minutes Approval. Open Minutes for Feb. 22-25, 2013 In-Person;
March 28, 2013
and April 11, 2013.
(10 min.)

II. New Business.

1. Directors Lane-Ewart and Uzzell move that, in order to achieve
maximum cost efficiency and to increase participation, the PNB shall set as
official policy in annual delegates elections; the use of verifiably secure
electronic balloting, with the option of any member being able to opt-out and
in lieu of
E-Balloting to vote by paper mail-in ballots. And further, to facilitate
E-Balloting for the 2013 Election,
the PNB shall task Director Janis Lane-Ewart to research and to present
to the Board, information about at
least three E-Ballot vendors by May 9, 2013, for consideration by the IED
in planning the 2013 Delegate
Elections.
(10 min.)


2. PNB Resolution in response to CPB audits 9-2008/9-2009 and 9-
2009/92010; as follows: (10 min.)

The Pacifica National Board, in response to the Corporations for
Public Broadcasting audit of fiscal years 9/30/2008 to 9/30/2009 and
9/30 2009 to 9/30/2010 hereby affirms that:


( Each Pacifica station will keep documentation including audio
copies of the quarterly announcements of open meetings with the time
and date that they were announced. These announcements will be aired
for at least three consecutive days each quarter. They will include
information as to how the public can obtain information regarding
specific dates, times, and locations.
PACIFICA FOUNDATION BOARD
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Agenda, Special Open Telephone Meeting, April 25, 2013


2. CPB Resolution.... (Continued)


( Each Pacifica station will be required to announce Pacifica
National Board (PNB), Local Station Boards, and other committee
meetings at least seven days in advance both on air and on the
station's website. Documentation will be maintained of a recorded
copy of the on air announcement with the time and date and a copy of
the web announcement. Meetings are currently listed on the Pacifica
calendar available by a link from the Pacifica website,
www.pacifica.org or directly at www.kpftx.org.


( Each Pacifica stations will be required to include in their web
announcements that persons can request that they be personally
notified of meetings.


( Each Pacifica station and the PNB will provide documentation of
reasons for all closed meetings.


( Each Pacifica station will be required to provide the date and
time the announcement was aired for Community Advisory Board
meetings.


( Each Pacifica station is currently required to have financial
records (i.e., audited financial report and other financial records)
available, as well as, the AFR online at www.pacifica.org and on
each station website.


( Each Pacifica station is required to file an annual EEO report
with CPB. Copies of these reports are maintained in the National
Office and at each station.


( Each Pacifica station must keep a record of all fund-raising
activities utilizing donor lists.


Note: As a practical matter, each station should set a weekly
meeting announcement time and announce the dates and times on-air of
all local and national meetings scheduled for the next 14 day period
and then archive the announcement.

3. Margy Wilkinson request PNB approval to fill KPFA position on the
Elections Committee. (5 min.)

III. Committee Reports.

A. Personnel Committee. Moves that the PNB shall increase the PNB
Executive Director Search funding to a total of $6,000. There is currently
approximately $1,000 remaining in the fund. (5 min.)

B. Coordinating Committee. Moves that the IED shall update the PNB
about the status of the 2013 Delegates Elections, including the
National Elections Supervisor ads and/or hire. (5 min.)

C. Finance. (4 Motions)

1. Move that the NFC strongly recommends to the PNB and to the
KPFK General Manager that the implementation and functioning of
a lock box system at KPFK, as required by the FY10 and FY11 outside
auditors, must be completed prior to the May 14, start date of the Spring on-
air fund raiser.

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Agenda, Special Open Telephone Meeting, April 25, 2013


C. Finance. (Continued)

2. Move that the NFC ask the interim Executive Director for a
written report as to why the audit is still not done and whether
or not the 140 day waiver for the CPB has been applied for and
granted."


3. Move that the NFC recommend to the PNB that the stations pay
their 2% levy for the Pacifica Radio Archives directly to the
Pacifica Radio Archives.


4. Move that "Whereas the Director of the Pacifica Radio
Archives has asked that 'From the Vault' be aired on all Pacifica
stations, the NFC recommends that the Programming Committee address this
Pacifica Radio Archives request."

IV. Motions Carried Over from 2012.


A. Finance Committee.
(15
min.)

1. Monitoring of Public Events. Move that in order to promote
transparency and improve monitoring
of station activities, the following protocol will be
followed for all events conducted by stations;
whether done independently or in coordination with another
entity:


Protocol to Monitor Public Events.
[See appendix for the checklist forms]

a. A pre-event checklist shall be completed and presented to the
LSB and National Management
at least two weeks prior to the event and prior to any
contractual commitment being made by
the station. The checklist will include a description of
the event, a budget, a list and description
of the principals involved and intended ownership of any
copyrighted material that may be
produced.


b. A post-event checklist shall be completed and presented to the
LSB Treasurer and Chair and
National Management no later than 30 business days after
the event ends. This checklist shall
include a reconciliation of funds received or disbursed,
all items sold, gifted or lost, and tickets
sold or gifted.


c. Nothing in this protocol requires LSB or National Management
approval for events. The LSB at
the station and the National Management are expected to
monitor event activity and exercise
their authority to guarantee fiscal prudence.


d. This protocol applies to any events requiring expenditure or
obligation of $2,500 or more, and/or
requiring at least 40 hours or more of Paid Staff time,
threshold amount and hours subject to
adjustment by National Management. This protocol will
also apply to a series of events
scheduled over a period of time.


e. The accuracy and timeliness of the checklists are the
responsibility of the General Manager of
the station who is also responsible for the ongoing
success or failure of events held under the
auspices of the station.


f. The attached checklists may be amended from time to time by the
National Management.
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Agenda, Special Open Telephone Meeting, April 25, 2013



B. Elections Committee.


1. Revision of Election Timeline.
(10 min.)


Whereas, the Pacifica Bylaws, as adopted in 2003 and revised in
2007, lay out a calendar for
Local Station Board elections including specific dates or
periods for establishing membership and
candidacy, and for the mailing and return of ballots, and


Whereas, the Bylaws limit the ability of the Pacifica National
Board to affect the schedule, and in
no way gives an Executive Director authority to change any of
those dates or periods, or to do
anything beyond appointing the National Election Supervisor
(NES), approving the NES' choices
of Local Election Supervisors, and facilitating the work of the
NES,

1. Revision of Election Timeline. (Continued)


Be it hereby resolved, that the Committee reaffirms and
recommends to the PNB that it re-assert
to the Interim Executive Director that it is the national board
that is in effect "the Foundation"
and that she be accordingly guided in all future actions.




2. Procedures for Processing Complaints about Alleged Violations of
Fair Campaign Provisions.


Move that in order to ensure fair, timely and properly publicized
decisions on complaints alleging
violations of the Fair Campaign Provisions; that the National
Election Supervisor establishes and
publicize the following process:


a. The LES or NES should acknowledge all complaints by email
within 48 hours, whenever
feasible.


b. If the LES or NES determines that the complaint warrants
investigation, the LES or NES
should as quickly as possible forward a copy of the complaint
to the party alleged to have
violated the FCP, with instructions on how and by when that
person can file her/his response.
If the complaint is being handled by the LES, both the
complainant and the person complained
against should be notified of their right to appeal any
decision to the NES, and any procedure
and deadline for doing so. If the complaint appears without
merit, the subject shall be provided
a copy and both subject and complainant shall be notified
that no action will be taken.


c. If the LES or NES finds that a rule was broken, s/he should
cite the rule and explain
specifically in what way it was broken. Copies of the
written ruling should be sent to both the
complainant and the subject.


d. All decisions on complaints found to be valid should be
rendered as quickly as reasonably
possible, but no later than ten days after receipt.


e. All decisions on complaints found to be valid should be posted
on the Pacifica elections
website (to provide guidance to candidates and staff at all
stations) and the affected stations
election.
(15 min.)


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B. Elections Committee. (Continued)


3. Adequate Time for On-Air Candidate Forums.
(15 min.)


Whereas Article 4, Section 6 of the Pacifica bylaws states, in
part: "All candidates for election as a Listener-Sponsor Delegate
shall be given equal opportunity for equal air time, which air time
shall include time for a statement by the candidate and a question
and answer period with call-in listeners." and


Whereas, the PNB's 2009 LSB Election Policy set a standard for on-
air LSB candidate forums to be one hour in length for each 5
candidates, and


Whereas, many LSB candidate forums before and since have followed a
similar formula, and


Whereas, in at least one signal area (WBAI), the recently announced
forums will require 10 candidates to share one hour, and


Whereas it is critical that all candidates have adequate time to
explain their positions and that listener-members have adequate
time to pose questions via phone and hear answers from all the
candidates then on the air,


Resolved, that the PNB Elections Committee strongly urges the
managers at the 5 stations to ensure that in all signal areas, on-
air listener candidate debates allocate at least one hour for each
five candidates. In addition, the Committee recommends that
archives of on-air forums be posted on each station's website in a
visible location.


4. Term Limits and Election Results
(15 min.)


Whereas the National Election Supervisor adopted a policy in the
2012 WPFW elections to award only a one-year Delegate seat to
anyone whose term-limited tenure would preclude them from serving
a full three-year term, regardless of whether their vote total
would have otherwise led to them to obtain a three-year term, and


Whereas in the 2007 election, the National Election Supervisor
ruled that any candidates who would be term-limited before the
end of another three-year term could nonetheless run for said
term, provided that they resigned when they reached their six-year
mark, and


Whereas the Pacifica Bylaws provide no authority for the National
Election Supervisor or the Executive Director to treat any
candidates in a disparate manner that awards one candidate a
shorter term than another who won fewer votes,


Resolved, that the Pacifica National Board Elections Committee
strongly urges the National Election Supervisor to change the
policy for the 2012 WPFW elections so as to uphold the cornerstone
standard that candidates are awarded three-year or shorter terms
based solely on their relative ranking in the final vote count,
and




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Agenda, Special Open Telephone Meeting, April 25, 2013


4. Term Limits and Election Results

Further, that the Committee recommends that the Pacifica National
Board adopt a policy for future elections that in any Delegate
election in which more than the customary half of seats in
either the Listener Member or Staff Member category are vacant,
three-year-terms shall be awarded to the highest vote-getters up
to the number of seats usually available in that year's election,
and one- or two-year-terms dependent on the election year cycle to
the next highest vote-getters for the remaining available seats.
This shall include any candidate who would become term-limited
during the upcoming one-, two- or three-year term, although said
person shall be required to resign as a Delegate as soon as they
have completed six consecutive years of Delegate service.


5. Counting of Blank Ballots.


Move that the Pacifica National Board adopt a policy that, in
keeping with longstanding practice,
in all elections held in Pacifica, blank ballots shall be counted
toward quorum. (10 min.)
C. Audit Committee.

1. Provide Audit Reports and Management Letters. Move that
the Pacifica CFO be directed immediately via email by the Chair of
the Audit Committee to provide the members of the Committee for
their reference and consideration immediately with complete copies of both the
Pacifica Audit Reports of the past five years and the confidential
Management Letters that correspond to each of them.
(10 min.)


D. Other Motions

1. Requesting Legal Counsel. Motion from Aaron
(currently sponsored by Rosenberg).

Whereas, there is a potential for irresponsible abuse
of the Director's privilege to seek counsel thereby
incurring financial obligations for the Foundation without regard to cost,

It is therefore resolved, that any request from PNB Directors
for special legal service of any kind shall include an estimate of
the cost for such service and require approval of the PNB by
majority vote. Such approval will specify a cost limit and time
limit for the fulfillment of the request. This applies, but is not
limited to advice, review, reports, evaluations and filings. This
does not apply to normal work done in relation to ongoing legal
actions or projects already approved by the PNB. Nothing in this
resolution alters or affects Management's rights and duties to hire
counsel as needed in accordance with the bylaws.
(10 min.)


2. Notice to Rescind Motion on Members Not in Good
Standing as Delegate Candidates. Motion
from Brazon.


Whereas the Pacifica Foundation should be able to protect itself
from individuals who have a documented record of harmful or
malicious behavior toward the Foundation or any of its members,
Be it resolved that:


PACIFICA FOUNDATION BOARD
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Agenda, Special Open Telephone Meeting, April 25, 2013


The following categories of people are not members in good standing
of the Pacifica Foundation as defined in Article 4, Section 2A and
Article 3 Section 8A of the Pacifica Foundation Bylaws:


1.Individuals whose actions have been declared by a court of law to
be breaches of fiduciary duty, or breaches of the duty of loyalty or
the duty of care.


2. Individuals who have been separated involuntarily from foundation
employment for cause.


3. Individuals who have been banned from station premises due to
threatening behavior or creating an unsafe environment for others

These definitions of restrictions shall be publicized on the
Pacifica web site. The Foundation shall make an effort annually to
inform the membership of these defined restrictions on good standing
through a combination of email, broadcasts and mailings.

2. Notice to Rescind Motion on Members Not in Good Standing...
(Continued)

Any member of the foundation may identify another member whose
actions have caused the loss of good standing by giving notice to
the National Elections Supervisor. Any individual whose good
standing is questioned per these restrictions shall be provided with
full due process rights to be notified of the decision and to appeal
it. The initial determination shall be made by the National Election
Supervisor overseeing the foundation's election process.


If a determination is made that a member is not in good standing,
the individual in question must be notified 15 days prior to the
determination taking effect. Notice required under this section may
be given by any method reasonably calculated to provide actual
notice. Any notice given by mail must be given by first-class or
registered mail sent to the last address of the member shown in the
foundation's records. The right to request a hearing and procedure
for requesting it shall be included in the notice.


The Pacifica National Board will provide an evidentiary appeal
hearing upon request being made before the determination takes
effect. The current sitting board officers (defined in the Pacifica
Foundation Bylaws as the board chair, vice-chair, secretary and the
CFO) will appoint a 3-member panel to hear the appeal. The board
officers may schedule an appeal by whatever method of communication
seems reasonable, including a telephone or video conference. If the
panel upholds the initial determination, that decision may be
appealed to an arbitrator provided the individual pursuing the
appeal waives their right to pursue legal remedies in court.
Pacifica is under no obligation to provide an arbitrator for a 2nd
appeal if a waiver of legal remedies is not signed. In the event an
appeal is successful, good standing status for said individual will
be reinstated.


This policy does not apply prior to the adoption date of this
policy, unless an individual commits a new act that brings them
under the provisions.
(10 min.)


V. Setting the Next Meeting.

VI. Adjourn to Executive Session.
9:30 pm (ET)

Pre-Event Checklist Form and Post-Event Checklist Form follow.
Pre-Event Checklist Form - [Prior to the Event] (part of
Monitoring of Public Events motion)

Please fill out the following items and attach sheets as necessary. This
checklist must be presented to the LSB Treasurer and Chair and the National
Management at least two weeks prior to the date of the event and prior to any
contracts or commitments being made.


|Title of the event: | | |
|Main Talent: | | |
|Nature of Event: | | |
|Date(s) & Time(s): | | |
|Venue(s): | | |
|Person in charge of Event:| | |
|Station person liaison / | | |
|in charge | | |
|Anticipated Total Net | | |
|Income: | | |
|Full cost exposure: | | |
|Anticipated attendance: | | |
|Backup if talent doesn't | | |
|show: | | |
|Please attach a full | | |
|budget including all | | |
|expenses, Paid Staff hours| | |
|required, insurance costs,| | |
|and all items sold, gifted| | |
|or lost. | | |
|Please attach any | | |
|contracts regarding | | |
|sharing of receipts and/or| | |
|expenses, commissions or | | |
|stipends, and ownership of| | |
|copyrighted material | | |
|created. | | |

Who filled out this form?


Print:________________________ Sign:________________________________
Date:___________

Post-Event Checklist Form - [After the Event] (part of
Monitoring of Public Events motion)

Please fill out the following items and attach sheets as necessary. This
checklist must be presented to the LSB Treasurer and Chair and the National
Management no later than 30 business days after the final date of the event.


|Title of the event: | | |
|Main Talent: | | |
|Nature of Event: | | |
|Date(s) & Time(s): | | |
|Venue(s): | | |
|Person in charge of Event: | | |
|Station person liaison / | | |
|in charge | | |
|Total Net Income: | | |
|Actual amount banked by | | |
|today: | | |
|Any outstanding payables or| | |
|obligations: | | |
|Attendance | | |
|(total/talent/paid/comped) | | |
|Hours of copyrighted | | |
|material recorded with some| | |
|or all rights available to | | |
|the station: | | |
|Number of new member or | | |
|renewal signups. | | |
|Please attach a | | |
|reconciliation of all | | |
|income and expenses, Paid | | |
|Staff hours required, | | |
|insurance costs, all items | | |
|sold, gifted or lost, in | | |
|comparison with the budget | | |
|including all expenses, | | |
|Please attach all signed | | |
|contracts regarding sharing| | |
|of receipts and/or | | |
|expenses, commissions or | | |
|stipends, and ownership of | | |
|copyrighted material | | |
|created. | | |

Who filled out this form?


Print:________________________ Sign:________________________________
Date:_________