Approved June 27, 2013
PACIFICA FOUNDATION BOARD

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Special Open Telephone Meeting
May 23, 2013
At Various Locations
8:30 pm (ET), 7:30 pm (CT) and 5:30 pm (PT)

MINUTES


I. Call to Order/ Opening Business. Board Chair Summer Reese called meeting
to order at 8:40 pm.
Board Vice Chair Heather Gray designated to be the Time Keeper.


A. Roll Call/ Establish Quorum. Board Secretary Richard Uzzell called
the roll/ Quorum achieved.

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.:
Ab Brian Edwards-Tiekert X Lydia Brazon Ab
Teresa Allen X Carolyn Birden
X Tracy Rosenberg X John Cromshow X
Jessica Apolinar X Janet Coleman
Ab Dan Siegel X Brenda Medina Ab
Nancy Hentschel X Cerene Roberts
X Margy Wilkinson X Summer Reese X Richard
Uzzell X Manijeh Saba


WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
X Benito Diaz X Heather Gray X Raul Salvador,
Pacifica CFO
X Luzette King X Janis Lane-Ewart
X Tony Norman
Ab Katea Stitt


B. Agenda Approval. Wilkinson moved to amend the proposed Agenda by
reversing the order of the items under Committee Reports, so that the
Election Committee Report preceded the Finance Committee Report and the
time was to be set at 10 minutes per item. Discussion followed. Medina moved
to amend to set the time allotment at 15 minutes rather than 10 minutes.
Discussion followed. HNO, Motion to amend time to 15 minutes Approved.
Motion to reverse order Failed, 6-10. Uzzell moved that the
adjournment time listed for the Open Session [10:30 pm (ET)] shall remain for
the Continuation Meeting, but that the adjournment time for the Open Session,
May 23 2013 be set at 9:30 pm (ET). Discussion followed. Motion to re-set
adjournment time only for May 23rd Open Session and not the Continuation
Meeting was Approved, 9-4-3. The Chair asked if there was any objection to the
Agenda, as amended. HNO, the Agenda was Approved, as amended.

C. Minutes Approval. HNO, the Minutes Approval for the Open Meetings
of April 25, 2013 and May 9, 2013 was postponed until the June 13, 2013
Continuation Meeting.

II. IED Report. Pacifica Foundation IED Summer Reese gave the report;
reporting the following:
. Raul Salvador has been hired to be the new Pacifica Foundation CFO
and is on the job.
. A Pacifica Team, lead by Pacifica Foundation Technical Director Jon
Almeleh and assisted by Otis Maclay and Richard Uzzell constructed a
temporary studio designed by Steve Brightwell, at the new WPFW
location in Washington DC; and they have switched over broadcasting
to the new facilities. Also the offices of WPFW were being moved to
a new location in the same building as the broadcast studio.
. Past due payroll payments at WBAI had been caught-up.
Approved June 27, 2013
PACIFICA FOUNDATION BOARD

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MINUTES, Special Open Telephone Meeting, May 23, 2013


II. IED Report. (Continued)

. A new IGM has been hired for KPFA and HR is working on issues around
this.
. Fund Drives are underway at all stations. KPFT is on-track to meet
their goal. KPFK is posting good numbers. KPFA is behind their
goal numbers. WBAI and WPFW are dramatically behind their goal
numbers.
. Reese and Board Vice Chair Gray have been talking with FSRN, about
how Pacifica might better meet its financial obligations to that
group.

Questions were deferred due to shortness of time.

III. CFO Report. Pacifica Foundation CFO Raul Salvador gave the report;
reporting the following:

. There are many challenges, but he is willing to take challenges.
. Currently updating Audit process; Records in disarray; Piecing
together Audit Schedules.
. Previous and current Auditors are working together to clarify
records.
. Currently three full-time employees in National Office and two part-
time with one part-time position to be added.
. Listed some short comings with which he is working.
. Accountability needs to be strengthened.

Time expired. Brazon moved to extend for 10 minutes. HNO, motion to
extend time Approved.

Questions and Answers with CFO followed.

IV. Next Meeting Date. Uzzell moved that there be a Continuation Meeting
with this Approved Agenda
on June 13, 2013. HNO, motion to have Continuation Meeting Approved.

V. Extension of ED Search Response Time. Edwards-Tiekert moved to amend the
rules to change the Agenda to allow the Personnel Committee to extend the
response time for their Executive Director Search, to June 7, 2013. HNO, the
motion to extend ED search, response time until June 7, 2013 was Approved.


VI. Adjourn to Executive Session. Time had expired. Adjourned 9:45 pm
(ET).





Minutes taken and scribed by Richard Uzzell, Board Secretary.






Minutes Approval:


Date Approved: June 27, 2013


Witness of Approval: Summer Reese, Pacifica Foundation, Chair