From Various Locations via Telephone Conference
Thursday, March 13, 2014 - 8:30PM EST
(Continued from March 6, 2014)


I. Call to Order by Board Chair Margy Wilkinson

A. Roll Call / Establish Quorum by Board Secretary Cerene Roberts.
Establish Time Keeper

KPFA: Brian Edwards Tiekert, Jose Luis Fuentes-Roman, Janet Kobren,
Margy Wilkinson
KPFK: Rodrigo Argueta, Lydia Brazon, Kim Kaufman, Lawrence
KPFT: Adriana Casenave, Hank Lamb, George Reiter, Richard Uzzell
WBAI: Carolyn Birden, Janet Coleman, Cerene Roberts, Manijeh Saba
WPFW: Jim Brown, Benito Diaz, Luzette King, Tony Norman
Affiliates: Heather Gray, Janis Lane-Ewart
Staff & Counsel: Summer Reese, National Office

B. Agenda Approval and Next Meeting Date (Completed 3/6/14)

C. Motion re. HR Attorney

Director Kim Kaufman moves that:
An HR employment attorney must available to provide legal counsel to
the board during any employment or personnel discussions.

D. Motion re. Recording of PNB Executive Sessions (Brazon)

E. Motion re. Hiring of General Managers

Director Hank Lamb moves:
Move that the Executive Director present to the Pacifica Radio
National Board the proposed GM candidate to be hired AT ANY STATION
from the pool of candidates submitted by the Local Station Board no
later than 30 days from LSB submission of candidates pool. In the
case of KPFA, this shall be done no later than 15 days from now.

II. PNB Committee Elections, Taskforce Selections, and Identification of

III. New Business

A. Motion for an audit of the 2014 PNB permanent chair position

Directors Janet Kobren and Richard Uzzell move that:
Whereas the election process for the 2014 PNB pro-tem chair position
on Friday, February 7, 2014 and the permanent 2014 PNB chair
position on Saturday, February 8, 2014 were both contested;

Whereas the ballot was not appropriate for an IRV election, which
the bylaws required;

Whereas the the determination of the winner was based on the marking
on the ballot of their fifth ranking, an irregular ranking
considering there were only two candidates, and the intention of
that director's fifth ranking could not be determined for certain;

Whereas at least one director announced that she voted for the same
candidate for all five rankings and there were no third rankings
announced or counted by the vote tabulators;

And whereas several other directors have said they had entered third
ranked votes and these too were not announced or counted and should
have been counted before the determining fifth ranking vote was

Be it resolved that:

There be an immediate audit of the 2014 PNB permanent chair position
election process;

That the audit include that the chain of custody of the envelope
that contained the directors' ballots for the permanent 2014 PNB
chair last sealed with grey masking tape and held by pro-tem
election chair C. Roberts be documented;

That the audit include the names or initials of the directors that
signed the sealed envelope;

That if the sealed ballot envelope is still in the custody of the
2014 PNB pro-tem election chair, C. Roberts, that as soon as it is
possible, said envelope be delivered to the Pacifica Foundation
Radio national office;

That the audit include an inspection of the contents of the sealed
envelope by directors and also observers from both factions
coordinated by one of the national office staff;

That the audit include a retabulation of the IRV/STV vote counts
based on Article Nine, Officers of the Foundation, Section 2:
Election of Officers; Term of the Foundation bylaws;

That the results of the IRV/STV counts tabulation for each round of
voting be documented as is done by the national election supervisor
for local station board elections;

That the audit results, including the tabulation of each round of
voting be reported out to the public;

And that if any irregularity is identified by the audit a revote
take place and be chaired by the then 2014 pro-tem election chair C.

B. Motion re. Official Statements regarding PNB Action

Directors Adriana Casenave moves:
That the Executive Director confer with the PNB Chair prior to
publishing any official statement(s) to the public related to PNB
action. Any disagreement(s) shall be resolved by the PNB before any
official statement(s) is published to the public.

C. Motion re. Payment for Secretarial Services

Director Richard Uzzell moves that:
Whereas, the Pacifica Foundation Radio corporation is suffering from
great financial problems, and

Whereas, that corporation is very near bankruptcy, and

Whereas, that corporation is behind on payments to various vendors,

Whereas, that corporation is behind on various rents and leases, and

Whereas, that corporation was represented in 2013 by a Board
Secretary who took, prepared and posted all Meeting Minutes for the
entire year at no cost to that corporation;

Be it resolved that, no fee of any kind shall be paid to anyone, for
those or any like secretarial services.

D. Motion re. Expeditious Handling of Personnel Requests

Director Jose Luis Fuentes moves:
That the PNB will agree to handle personnel requests from the ED as
expeditiously as possible including scheduling special meetings if

E. Motion re. Strategic Planning

Director George Reiter moves that:
The PNB will conduct a strategic planning session as a quasi
committee of the whole. All members who have provided a written
statement of their vision for Pacifica will have 5 minutes to
present their ideas at the beginning of the meeting, after which the
floor will be open to all members. (1.5 hrs.)

F. Motion to Take Previous Motion Off the Table (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.

G. Motion re Swapping WBAI's Signal

Director Hank Lamb moves:
That we develop, in no more than three weeks, an RFP for gathering
proposals for a WBAI "dial swap", in the same way we have issued an
RFP for LMAs and have offers in hand.

V. Adjourn