PACIFICA FOUNDATION RADIO BOARD
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Special Open Telephone Meeting
September 26, 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. 10:30 (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 __ Raul Salvador,
Pacifica CFO
Luzette King Janis Lane-Ewart
Tony Norman
Katea Stitt
B. Agenda Approval.
C. Minutes Approval. Open Minutes to be considered: Aug. 22, 2013 &
Sept. 12, 2013. (10 min.)

II. Management Reports.

A. IED Report. (15
min.)
B. CFO Report. Audit.
(15 min.)

III. Unfinished Business.

A. Presentation of a Report by members of the WBAI LSB and Staff. This
plan has been produced in response to PNB motion of May 9, 2013; and it
outlines actions proposed to be taken to aid in the survival of WBAI for the
next two to three years. [Added 8-22-13] (10
min.)

B. Motion Re: Rescinding Results of the Motion to Dissolve FRAT.
(10 min.)
Uzzell moves to Rescind the March 28, 2013 vote on a Motion to dissolve
FRAT and, if rescinded, to hear another motion to Dissolve the FRAT. [Added
8-22-13]

IV. New Business.

A. Approve FY '13-'14 Budgets. Consideration of: KPFK, KPFA, WBAI
[Added 9-26-13] Each (10min.)

B. Motion by Saba re: Establishing Bequest/ Donor Policy Work Group.
(10 min.)
Whereas, Pacifica having surpassed 60 years of existence, and
Whereas, it's long-time listeners and supporters are at an age where they
could consider to bequest/donate part or all of their assets to Pacifica
and/or its member stations,
Be it resolved, that PNB establishes a working group to draft a well-
defined policy and procedure to identify and approach donors and ensure
that all bequests are managed and earmarked in accordance with the wishes
of donors and in compliance with the laws and mission of Pacifica
Foundation. [Added 9-26-13]
PACIFICA FOUNDATION RADIO BOARD
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Agenda, Special Open Telephone Meeting, September 26, 2013


C. Motion by Diaz re: Copy of GM Contract to LSB
(10 min.)


Whereas, the WPFW-LSB is currently in the process of preparing a
performance evaluation of its GM;
Whereas, the WPFW-LSB considers, amongst several factors, the terms of
employment of the particular employee to be evaluated as a part of that
evaluation process;
Whereas, the WPFW-LSB has not, throughout the current general manager's
three year tenure, been able to secure a copy of his employment contract;
Be It Resolved, that the PNB directs the iED to provide the chair of the
WPFW-LSB with a copy of such contract for use by the LSB's MASC
(Management Assessment And Search Committee) particularly, and the LSB
generally, by close of business on Thursday, 9/19/13. [Added 9-26-13]

D. Motion by Hentschel re: Task Force to Restructure Pacifica
(10 min.)

Hentschel moves that the PNB authorize and establish a Task Force to
explore restructuring Pacifica in a manner that will strengthen Pacifica
and offer real support and independence (responsibility) to each station.
[Added 9-26-13]


V. Committee Reports.

A. Elections Committee. (3 Motions)
Each: (10 min.)

1. 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,
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. The Elections Committee is requesting an update from the I.E.D. on the
status of the reports by Local Election Supervisors on the conduct of the
2012 elections. We have only seen the reports by the WBAI and WPFW
supervisors, which were forwarded to us by the National Election Supervisor.
Have the remaining three been received? If not, were the final paychecks
withheld from those LES's as specified in their contracts?

3. The EC requests a status update from the PNB regarding implementation
by management of the motions sent to the PNB by the EC and passed by the
PNB at its July 11 meeting (regarding directing the iED to have the GMs do
mailings and clean up the membership lists, directing the iED to post the
opening for the
NES forthwith and mandating that the 2013 elections for LSB go forward in
some form). The EC also requests a status update on research carried out
by directors on e-voting providers, which the PNB set as due back by May
9. If further work is needed to implement the e-voting, such as drafting
an RFP, the EC and its working group are available. [Added 8-22-13]

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V. Committee Reports. (Continued)




B. Coordinating Committee. (1 Motion)
Each (10 min.)



1. Whereas, the Pacifica National Board (PNB) and its committees and
taskforces work primarily or exclusively via teleconference calls that
each month last dozens of hours,
Be it hereby resolved, that the Chief Financial Officer shall have his
staff compare the cost and services of various providers and include in
the report that is to be provided to the PNB within 60 days, the compara-
tive cost of using a toll number versus a toll-free number and whether
parties using toll number and parties using toll-free number can be on the
same call. [Added 6-27-13]




2. Motion that the PNB closely observe the 12:00 am (Mid-night) (ET)
Limit to PNB Mtgs. [8-22-13]




3. Motion that these four guidelines be adopted for the Nov. 8-11
Houston In-Person Meeting.
. All Air Reservations shall be made by October 4th.
. Houston Hobby shall be primary arrival and departure Airport for
all tickets.
. PNB Directors will share a room and book Pacifica double occupancy
rooms.
. If someone wishes a single room, Pacifica will only cover of the
cost of a regular Pacifica double occupancy room. [Added 9-26-13]


C. Governance Committee. (7 Motions) Each
(10 min.)


1. The governance committee recommends to the PNB that the 2013 election
go forward with no later than the 60 day delay allowed by the CA
Corporations Code.


2. Move that the PNB shall request the iED to provide, as soon as
possible, a detailed cost accounting of the 2012 Pacifica LSB-elections to
the PNB, to the Governance and Elections committees, and to the five
LSBs.


3. Move that the date for submission of bylaws amendments for this year
shall be Aug 16. The timeline after that shall be in accordance with the
bylaws as amended in 2012. [Added 6-27-13]


4. Move that the following shall be the 2013 Timeline for Bylaws
Amendment Action.


. All properly proposed Bylaw amendments shall be held until OCTOBER
2, 2013 which is 45 days before the earliest of the voting dates,
NOVEMBER 16, 2013 of the Board and of the Delegates.
. On the Notice date, OCTOBER 2, 2013, the proposed amendment(s) to
the Bylaws shall be posted on the Foundation's website and the
Foundation's radio stations shall broadcast an announcement three
times a day - twice between 6:00 AM and 11:00 PM and once between
11:00 PM and 6:00 AM for a period of 45 days (the "Notice Period")
regarding the existence of the proposed amendment(s) on the
Foundation's website for review and the upcoming vote by the Board
and Delegates regarding said amendment(s). The results of said
voting by the Board and the Delegates on the proposed amendment(s)
shall be reported within 15 days of the Board and Delegates meetings
to vote on these amendments.
PACIFICA FOUNDATION RADIO BOARD
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V. Committee Reports. C. Governance Committee. 4. (Continued)

. In order for new Bylaws to be adopted, or these Bylaws amended or
repealed and subject to Section 1(B)(3) below:
(i) Except as provided in Section 1(B) (3) below, the proposed
amendment(s) must be approved by the majority of all Directors
on the Board and by the majority vote of all the Delegates of
at least three of the Foundation radio stations.. The Delegates
shall vote on the proposed amendment(s) within the 60 day
period beginning with the voting date of the PNB; or
(ii)in the case of amendment(s) proposed by Member petition
pursuant to Section 1(A)(3) above, said proposed amendment(s)
must first be presented to the Board and the Delegates for
approval as set forth in Section 1(B)(2)(i) above.
. If any proposed amendment is approved by the Board and the
Delegates, then, unless membership approval is required under
Section 1(B) (3) below, the amendment shall be adopted. If any
proposed amendment is not approved by the Board and Delegates,
then it shall be submitted to the Members for approval and shall
be adopted if approved by the Members as set forth in Section
1(B)(4) below. Voting shall be completed by December 31 of the
year in which the amendments are proposed. [Added 8-22-13]


5. Move to establish the following Timeline for the 2013 Pacifica
Delegates Election:


Request that the PNB meet to approve and announce the 2 month postponement
in open session immediately. [From: http://kewg.org/bylaws/art4sec5.html,
with new dates]Article Four, Delegates, Section 5: Election Time Frame.




. In a Delegate election year, the nominations period for seats
being vacated shall open on June 1 September 1] and remain open
for thirty (30) days, closing on June 30 September 30]. The
national and local election supervisors shall thereafter prepare
the written ballots for each radio station, listing all of the
candidates and setting forth all other information required by
these Bylaws. Ballots shall be mailed, or otherwise made
available, to the Members on August 15 [November 15] (or the
following day if August 15 [November 15] is a mail holiday). To
be counted a ballot must be received on or before September 30
[December 30] (the "Election Close Date").

. All ballots shall be held sealed until the Election Close Date.
If the required quorum of ballots is not received by the
Elections Close Date, then the Elections Close Date shall be
extended by up to four additional weeks until closed by the
National Election Supervisor. The national and local elections
supervisors shall have up to 15 days after the Election Close
Date to count the ballots and to certify the results to the LSBs,
the Board, and the Members, which results must be reported by
October 15 January 15, 2014] or, if the Election Close Date was
extended, by 15 days after the extended Election Close Date, and
shall be posted on the Foundation's and the radio stations'
websites. If no quorum of ballots is obtained by the extended
date, then those Delegates whose terms would have expired upon
the election of new Delegates shall remain in office until the
next regularly scheduled Delegate election.
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V. Committee Reports. C. Governance Committee. (Continued)

6. Move that the salaries of all Pacifica employees and all payments to
consultants shall be disclosed to each LSB prior to the beginning of the
budget process. The GM and/or the Treasurer of each LSB shall forward
this information prior to May 1st. [Added 8-22-13]

7. Move that the Governance Committee wishes to inform the PNB that the
motion it passed directing
the IED to set up Program Councils at each station has not been acted on.
[Added 8-22-13]


D. Affiliate Task Force. Each
(10 min.)


1. Motion that Ursula Ruedenberg be invited to the PNB to speak about
the Affiliate Program and the impact due to the potential loss of Al
Jazeera English and FSRN. [Added 9-26-13]

2. Motion for verification that the PNB's priority and intention is to
fund FSRN and solidify the Pacifica Foundation's commitment to continue the
FSRN program. [Added 9-26-13]

VI. Motions Carried Over from 2012.

A. 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,
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. (10 min.)


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.
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VI. Motions Carried Over from 2012. A. Elections Committee. 2.
(Cont.)


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, however 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 elections.


3. Adequate Time for On-Air Candidate Forums.
(10 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 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
(10 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,


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VI. Motions Carried Over from 2012. A. Elections Committee. 4. Term
Limits... (Cont.)


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

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.
(10 min.)


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.


B. Audit Committee.

1. Provide Audit Reports and Management Letters.
(10 min.)

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 corresponds to each of them.




C. Other Motions.


1. Requesting Legal Counsel. Motion from Aaron (currently sponsored
by Rosenberg). (10 min.)


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; 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.




2. Notice to Rescind Motion on Members Not in Good Standing as Delegate
Candidates. By Brazon.
(Motion to be reconsidered listed below)
(10 min.)


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:


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VI. C. Other Motions. 2. Notice to Rescind Motion (Continued)


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.


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.


VI. Setting the Next Meeting.

VII. Adjourn to Executive Session.
10:30 pm (ET)