Date Approved: May 5, 2014

Regular In-Person Meeting
February 7-10, 2014
The Beacon Hotel
Washington, D.C.

Sunday, February 9, 2014: PNB OPEN SESSION. 9:16 am (ET)

I. A. Call to Order/ Opening Business. Pro tem Chair Margy Wilkinson
called meeting to order on Sunday, February 9, 2014, at 9:16 am, at the
Beacon Hotel, Washington, D.C.

B. Roll Call/ Establish Quorum. Pro tem Secretary Cerene Roberts called
the roll. Quorum achieved.

Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence; AL
Arrived Late.
KPFA - Berkeley, CA KPFK - L.A., CA: KPFT - Houston, TX:
X Brian Edwards-Tiekert AL Rodrigo Argueta AL Adriana Casenave
AL Carolyn Birden
X Janet Kobren X Lydia Brazon AL Hank Lamb
X Janet Coleman
X Jose Luis Fuentes-Roman X Kim Kaufman X George Reiter X
Cerene Roberts
X Margy Wilkinson X Lawrence Reyes X Richard Uzzell
X Manijeh Saba

AL Jim Brown X Heather Gray
AL Benito Diaz X Janis Lane-Ewart
X Luzette King
X Tony Norman

II. Election of 2014 PNB Officers Resumed
Acting Chair Cerene Roberts re-caps:
We had two candidates for the election; we had 22 voters. The
instructions were that you could vote for as few or as many as you
wished and that if someone was unacceptable to you, you should not
rank them. The ballot results (and we had three folks from the
audience - who were not members of this body - involved): each
candidate received 11 first place votes; each candidate received1
second place vote, and one of the candidates was ranked fifth place
on a ballot, and there were no other rankings. I ruled that the
person who had received that fifth place vote was in fact the winner
of the election.

Acting Chair's ruling that Wilkinson had been elected was upheld: 12Y 9N

Wilkinson assumed permanent Chair.

Motion from Saba:

Whereas the chair (pro tem, secretary pro tem?) instructed the
delegates that this was an STV election, when it was an IRV
and whereas the ballots contained 5 choices, rather than the two for
an IRV election with two candidates,
and whereas that permitted a ballot to be cast whose intention
cannot be determined unambiguously,
the election just held is declared null and void, and a new IRV
election with corrected ballots shall be held immediately.

King leaves meeting.

Roll-call vote on Saba's motion fails 10Y 10N:
Yes: Kobren; Kaufman; Lamb, Reiter, Uzzell; Birden, Coleman, Saba; Gray;
No: Edwards-Tiekert, Fuentes; Argueta, Brazon, Reyes; Casenave; Roberts;
Brown, Diaz, Norman.
Abstain: Wilkinson

III. LMA Discussion

Attorney Melodie Virtue discussed FCC rules with respect to non-profit FCC
licensees entering into a Local Marketing Agreement (LMA) or Program
Service Operating Agreement (PSOA) features, and took questions from the
Board and public.(Audio at 21 minutes into Hour 2 through Hour 3 in the
Sunday 2/9/14 archive at:

Motion from Roberts:

Whereas the Pacifica National Board's pending decision on whether to
grant an Local Marketing Agreement (LMA)/Public Service Operating
Agreement (PSOA) to an outside entity to operate WBAI, and if so, to
which entity, is crucial to the future of serving the listener
community, and

Whereas openness of board decision-making is a key requirement of
Pacifica's bylaws,

Resolved, that the Pacifica National Board (PNB) directs the
Executive Director to:

1) contact as soon as possible all the applicants currently under
PNB consideration for a LMA/PSOA at WBAI to request their written
authorization for Pacifica to publicly release:

a) publicly release the name of their organization; and
b) publicly release a summary of the key provisions of their
application, excluding details of the financial offer, if any; and

2) upon receiving any such authorizations, publicly release, as soon
as possible, all information authorized by the applicants to be

Further resolved that all further PNB discussion and decisions about
the WBAI PSOA/LMA, except for details of any financial arrangements,
shall be done in open session.

Motion tabled without objection.

The PNB amended and passed the following motion from Edwards-Tiekert, as a
substitute to a motion from Fuentes-Roman

That Pacifica not enter into negotiations on any LMA or PSOA for
WBAI for at least 60 days.
That the PNB solicit written proposals from the WBAI LSB for
alternatives to an LMA or PSOA, to be submitted within the 60-day
That the PNB direct national management to produce, within 30 days,
an up to date financial assessment of WBAI and its prospects moving
forward, and share that assessment with both the PNB and the WBAI

Passed 14Y 4N 2 abstentions:
Yes: Edwards-Tiekert, Fuentes, Kobren; Argueta, Kaufman, Reyes; Casenave, Lamb,
Reiter, Uzzell; Coleman, Saba; Norman; Lane-Ewart;
No: Brazon; Roberts; Brown, Diaz
Abstain: Gray, Birden

Open Session recesses for combined lunch and executive session at approximately
12:39 pm; resumes at approximately 4:20 pm.

IV. Public Comment
Comments made by Public.
(Audio at Hour 5 and until 27 minutes into Hr. 6 in the Sunday 2/9/14
archive at:

Interested PNB members respond to community comments.

Meeting recesses for dinner at approximately 6:10 pm and resumes at 7:50 pm.

Roll Call:
KPFA: Brian Edwards-Tiekert, Jose Luis Fuentes, Margy Wilkinson
KPFK: Rodrigo Argueta, Lydia Brazon, Lawrence Reyes
KPFT: Adriana Casenave, Hank Lamb
WBAI: Cerene Roberts
WPFW: Jim Brown, Benito Diaz, Luzette King, Tony Norman

KPFK: Kim Kaufman (7:54 pm)
KPFT: George Reiter (8:20 pm), Richard Uzzell (8:59 pm)
WBAI: Carolyn Birden (8:59 pm)

KPFA: Janet Kobren
WBAI: Janet Coleman, Manijeh Saba
AFFIL.: Heather Gray, Janis Lane-Ewart

Election of 2014 PNB Officers Resumed

King moved that,

Tony Norman is an Advisory Neighborhood Commissioner in Washington, D.C.
Accordingly, he is deemed to have resigned the position of Delegate on
this Pacifica National Board (Art. 4, Sec. 2)

Edwards-Tiekert raised a Point of Order that motion is out of order as not
in keeping with agenda
The Chair ruled the motion was in order.
Fuentes appealed from the ruling of chair.

Ruling of Chair was not upheld: 5Y 6N 2 Abstentions
Yes: Edwards-Tiekert, Kaufman, Casenave, Lamb, King
No: Fuentes, Argueta, Brazon, Brown, Diaz, Norman
Abstain: Reyes, Roberts

Fuentes nominated Norman.
No other nominations. Nominations closed.
Tony Norman was elected by acclamation.

Brown nominated Roberts.
No other nominations. Nominations closed.
Cerene Roberts was elected by acclamation.

Brian Edwards-Tiekert moved that the Board elect an Assistant Secretary.
Passed without objection.

Assistant Secretary:
Roberts nominated Casenave.
No other nominations. Nominations closed.
Adriana Casenave was elected by acclamation.

A. Governance Committee

Motion from Reiter, as amended by Roberts and Brazon:
Except when otherwise proscribed by the bylaws, at most two PNB directors
shall be delegated to serve on each standing committee from the directors
from each station. If three or more directors from a given station wish to
be on a particular committee, there shall be an STV election to determine
which two will be chosen to serve.
The two affiliate directors may also serve on any committee of the PNB,
except as otherwise proscribed by the by-laws.
Passed without objection.

B. Elections Committee
Motion from Elections Committee re: Advertising NES position:
Whereas the Bylaws require the National Elections Supervisor (NES) to be
hired in March of election years, and
Whereas the Pacifica website currently has no job opening posted for NES,
Whereas the Elections Committee submitted suggested drafts of a short and
long version of such a job posting to the Interim Executive Director (iED)
in February 2013 (updated copy attached),
Be it resolved that the PNB directs the iED to post and advertise a job
announcement for National Elections Supervisor forthwith.
Motion approved: 9Y 4N 3 abstentions

Motion from Elections Committee, as amended by Brazon:
Whereas the CA Corporations Code requires that the Foundation maintain a
current list of its members at its headquarters, and Whereas the PNB
adopted a motion on July 11, 2013 (on recommendation of the Elections
Committee) directing General Managers to begin engaging in procedures to
clean up their station's membership lists,

Resolved, the PNB directs the IED to direct the General Managers at all
five stations to
implement the following process immediately for the two classes of station
listeners and paid-and-unpaid staff, to be concluded no later than March
31, 2014, in order to prepare for the final deadline of June 15, 2014 for
members to be qualified for the 2014 Delegates election--and report-back
on the progress or alternative means of achieving the same clean-up of the
membership lists"
The PNB directs the IED, according to the policy previously adopted by the

PNB, that General Managers mail each member, by the most economical rate

available that will produce address corrections by the post office, in
order to
update and "clean" the list. Members should return information updating
(1) email addresses and (2) postal addresses. The mailing should include a
reference to the opt-out feature in a sentence that offers members a
choice between balloting and candidate statements on paper or

The PNB also recommends that each station's mailing to its members include
fundraising appeal.

Motion, as amended, approved: 9Y 4N 1 abstention.

Open Session of Sunday, February 9, 2014, ended approximately 9:50 pm.