Personnel Meeting Minutes
June 16, 2014

Call to order 5:40 PDT 8:40 EDT

Present Not present
Janis Lane Ewart, convener Janet Coleman
Lydia Brazon Luzette King
Jim Brown Hank Lamb
Kim Kaufman
Janet Kobren
Jose Luis Fuentes
Cerene Roberts
Richard Uzzell

Proposed Agenda
Elect PNB Personnel Committee Chair 10 min
Establish 2014 Regular Meeting Date 5 min
Review Existing E.D. Job Description/what's changed?10 min
Discussion of Hiring Practices' Handouts/to be used?10 min
Overview Of 2012-13 E.D. Search Process 15 min
Search/Hiring Process Budget & Timeline 25 min
Anything Else? 15 min

Brazon additions to agenda:
election of secretary
approve job description
Approve budget
Place to send resumes

Kaufman moves to approve amended agenda;
Uzzell seconds

Amended Agenda
1. Elect PNB Personnel Committee Chair 10 min
2. Elect secretary
3. Establish 2014 Regular Meeting Date 5 min
4. Review Existing E.D. Job Description 10 min
5. Establish budget
6. Discussion of Hiring Practices' Handouts/to be used? 10 min
7. Overview Of 2012-13 E.D. Search Process 15 min
Search/Hiring Process Budget & Timeline 25 min

Lane-Ewart - elected Chair by acclamation
Kaufman - elected secretary by acclamation

Kobren moves: to set meeting date of the third Monday of the month (July 21
next meeting); plus Wednesday, July 16 for extra meeting

Yes: Lane-Ewart, Kaufman, Kobren, Brazon, Uzzell, Brown
Abstain: Fuentes, Roberts
6-0-2 - pass

Fuentes - motion re ED job description sent by Jose Luis Fuentes and Lydia
Brazon and was approved by the PNB Oct. 4, 2012:

1. Definition: Remove: "including hiring of Station Managers of the five
sister stations and National Staff with the exception of the Chief Financial
Officer (CFO):" and "All Pacifica Staff, including the CFO and other National
Finance Staff, report to the ED."

2. Remove: Paragraph 5: "In the case of an emergency, the ED may appoint an
acting GM from non-union, management staff."

2. Remove Paragraph 19: "Monitoring and/or authorizing expenditures as
appropriate in accordance with budgets approved by the PNB, including but not
limited to check authorization, reimbursements, consultant hires, and
unbudgeted expense approval."

3. Remove Paragrahp [sic] 30: "Serving as spokesperson for the Pacifica

Brazon: motion to divide the amendment

Uzzell - moves to postpone Fuentes motion to next regular meeting
Lane-Ewart seconds

Roberts moves: "Propose we do one of two things and I would prefer the former
or first; that we agree to extend this meeting to finish the job description -
extend this meeting for a half an hour - until 10:30 NY time.
Fuentes seconds
Roberts continues ..."either to extend or adjourn this meeting until June 25"

Uzzell - POO - motion already on the table

Brazon- POO - had a motion to divide

Kaufman - POO- established time certain to end at 9:00.

Roberts - POI - stated she made a substitute motion

Uzzell - POO - cannot make substitute if it not germane to main motion

Chair asks for vote on motion to postpone; rules Roberts' motion out of order

Roberts challenges ruling of chair

Lane-Ewart leaves
Kaufman takes over chair
Uzzell leaves
Kobren leaves

From By-Laws Article Six Section Five Quorum and Approval
(E.g., if the quorum is 12 Directors, and a majority of a quorum is 7
Directors, then so long as 7 Directors remain present and vote in the
affirmative the resolution shall be adopted.)

6 is quorum -
Need 4 affirmative votes to pass

Upholding Chair Ruling:
Yes: Kaufman
No: Brazon, Fuentes, Brown, Roberts
1-4-0 Fails

Roberts motion to extend or adjourn to June 25
Yes: Brazon, Brown, Roberts, Kaufman
A: Fuentes
4-0-1 pass

Brazon motion to divide the amendments
Yes: Brazon, Roberts, Brown
A: Fuentes, Kaufman
3-0-2 Fails

Brazon leaves
No quorum
Meeting adjourned 7:30 PDT 10:30 EDT

The below description was sent by Jose Luis Fuentes and Lydia Brazon and was
approved by the PNB Oct. 4, 2012; red and ** represents changes by Fuentes

Pacifica Foundation's Job Description for

TITLE: Executive Director

STATUS: Regular Full time

SITE: National Office - Pacifica Radio

BENEFITS: Medical, Dental, Life, Disability (Upon Completion of Introductory

I. Position Reports to: The Executive Director (ED) is selected, supervised and
discharged by, and reports to, the collective body of the Pacifica National
Board of Directors (PNB). Approved without objection.

II. Definition: The Executive Director (hereafter referred to as "ED") is the
President of the Pacifica Foundation, General Manager, Chief Executive Officer,
and Chief Administrator, and is responsible for management activities of the
Foundation pursuant to the Pacifica Bylaws, *including hiring of Station
Managers of the five sister stations and National Staff with the exception of
the Chief Financial Officer (CFO)*; implementation of Board policies and
bylaws; and oversight of fund raising, development, national programming,
financial stability, physical integrity, and compliance with CPB, FCC and ADA
rules and regulations. The National Finance Staff works under the direction of
the CFO. *All Pacifica Staff, including the CFO and other National Finance
Staff, report to the ED*. Both the CFO and the ED report independently to the
board. Approved without objection.

III. The ED ensures that the Foundation operates in a fiscally and socially
responsible fashion in compliance both with state and federal laws, and with
the mission of the Foundation to operate radio outlets that encourage the
creative skills and energies of the community; to contribute to a lasting
understanding between nations and individuals of all nations, races, creeds and
colors; to gather and disseminate information on the causes of conflict between
such groups; to promote the study of political and economic problems and of the
causes of religious, philosophical and racial antagonisms; and to employ varied
sources in the public presentation of accurate, comprehensive news on all
matters affecting the community. Approved without objection.



1. Responsible for fund raising, such as oversight of grant writing, major
donor events, direct mail campaigns, etc. Approved without objection.

2. Managing and supervising National Staff and General Managers to provide for
the effective operation of the Foundation's public radio stations in compliance
with the objectives and policies of the Board of Directors and consistent with
the Pacifica mission. Approved without objection.

3. Appointing and facilitating the work of a National Election Supervisor in
each year when elections for delegates are held. Approved without objection.

4. Selecting General Managers for each sister station upon vacancy, from
candidates presented by the Local Station Board (LSB). Approved without

5. Selecting Interim General Managers in accordance with Pacifica bylaws
provision for selecting GMs. *In the case of an emergency, the ED may appoint
an acting GM from non-union, management staff. Approved without objection.*

6. Hiring, coordinating and terminating supervised National staff in
consultation with the PNB. (Positions include, but are not limited to, the
Human Resources Director, Pacifica Radio Archives Director, Assistant to the
Director, National Technical Director, Affiliates Program Director, Webmaster,
Network Programming Coordinator, News Bureau Director, Administrative
Assistant, National Development Director and such others as may approved by the
PNB.) Approved without objection.

7. Conducting annual evaluations of supervised National Staff and General
Managers, with recommendations in consultation with Human Resources where
appropriate. Approved without objection.


8. Attending and participating in meetings of the PNB and Coordinating
Committee, including teleconferences, regular and special meetings. Approved
without objection.

9. Ensuring the effective organization of in-person PNB meetings, including
preparation of Board packets, in cooperation and assisted by the Board Chair
and/or Coordinating Committee. Approved without objection.


10. Conforming to the communication policies established by the Board,
including accurate reports and provision of appropriate information for
Directors upon request. Approved without objection.

11. Supporting the PNB in fulfilling its governance role through regular
communication with the Board and its officers. Approved without objection.


12. Ensuring that stations and the network are managed according to state, FCC
and CPB requirements, including state and federal labor and employment
regulations, and that any grievances are addressed and resolved in a fair and
timely manner. Approved without objection.

13. Participating in Union collective bargaining agreement negotiations and
respond to Union requests in collaboration with the General Managers, CFO and
Human Resources as appropriate. Approved without objection.

14. Supervising compliance with Americans with Disabilities Act (ADA). Approved
without objection.

15. Encouraging equal opportunity and diversity in staffing, management and
programming at stations, the Pacifica Radio Archives, and in the National
Office. Approved without objection.


16. Working with the Chief Financial Officer (CFO), overseeing the Foundation's
budget, and providing for fiscal integrity of the Foundation within the
approved limits of the PNB. Approved without objection.

17. Developing fiscally sound budgets in coordination with the CFO, General
Managers, and the Pacifica National Board Finance Committee. Approved without

18. Reviewing financial statements with the CFO. Approved without objection.

*19. Monitoring and/or authorizing expenditures as appropriate in accordance
with budgets approved by the PNB, including but not limited to check
authorization, reimbursements, consultant hires, and unbudgeted expense
approval. Approved without objection.*

20. Acknowledging major donor contributions and other support in a timely
manner. Approved without objection.

21. Bringing contracts to the Coordinating Committee and PNB for review and/or
approval, based on current policies. Approved without objection.


22. Providing opportunities for paid and unpaid staff and volunteers from
network and affiliate stations to apply for participation in national coverage
and/or national programming. Approved without objection.

23. Ensuring the development of excellent national programming that covers
major political and cultural events and topics. Approved without objection.

24. Ensuring that technical systems, equipment, and structures adequate for the
production and distribution of programs are maintained. Approved without

25. Responsible for guiding the Foundation through technological changes and
taking the lead in defining how to harness new technologies to promote Pacifica
and its mission. Approved without objection.

26. Overseeing and developing Affiliate relations and other collaborations in
order to encourage productive and mutually beneficial relationships. Approved
without objection.

27. Promoting activities and development that makes it possible for Pacifica to
maximize its audience and expand its membership. Approved without objection.


28. Managing litigation and other legal matters with the PNB, in consultation
with Foundation counsel and other attorneys as needed. The ED and Foundation
counsel are responsible for promptly reporting all legal matters to the PNB.
Approved without objection.

L Brazon moved to add: Retainers with all attorneys may only be entered into
with Board approval in the form of a motion passed by the collective board
authorizing said contract. Approved without objection.

29. Developing, monitoring and enforcing procedures and policies, and
maintaining confidentiality on legal, personnel and other appropriate matters
in collaboration with the Human Resources Director or firm. Approved without


30. *Serving as spokesperson for the Pacifica Foundation,* representing it in
business relationships with other national and state nonprofits, government
agencies, the media, professional organizations, and similar groups. Approved
without objection.

31. Expanding positive public awareness of Pacifica through community events,
media outreach efforts, and development of promotional campaigns, including
prevailing technology and social media. Approved without objection.


Article Nine, Officers of the Foundation, Section 7: Executive Director

A. The President of the Foundation shall be referred to as the "Executive
Director." The Executive Director shall be the general manager, chief executive
officer and chief administrator of the Foundation. S/he shall be selected,
supervised and discharged by the Board. In addition, his/her performance will
also be subject to annual evaluation by each LSB, which may make
recommendations to the Board.

B. Subject to the control of the Board, the Executive Director shall have
general supervision, direction and control of the business and the officers of
the Foundation and the primary responsibility for implementing the directives,
decisions and policies of the Foundation and the Board pertaining to
administration, personnel, programming, financing and public relations. The
Executive Director shall generally promote, coordinate and supervise the
mission of the Foundation and shall have such powers and perform such duties as
may be delegated or assigned to him/her by the Board.

Article Nine, Officers of the Foundation, Section 9: Chief Financial Officer

A. The Chief Financial Officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the
properties and business transactions of the Foundation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital, and
retained earnings. . The books of account shall be open at all reasonable times
to inspection by any Director upon demand.

B. The Chief Financial Officer shall cause to be deposited all moneys and other
valuables in the name and to the credit of the Foundation with such
depositories as may be designated by the Board. S/he shall cause the funds of
the Foundation to be disbursed as s/he may be properly directed from time to
time, shall render to the Executive Director and the Board an account of all of
his/her transactions as Chief Financial Officer and of the financial condition
of the Foundation whenever requested, and shall have other such powers and
perform such other duties as may be prescribed by the Board or the Bylaws.

Article Five, Board of Directors of the Foundation, Section 1: Board of
Directors - Eligibility, Number, Powers and Duties


Subject to the provisions of the California Nonprofit Public Benefit
Corporation law, and any limitations in the Articles of Incorporation and these
Bylaws relating to action required or permitted to be taken or approved by the
Members or Delegates of the Foundation, the activities and affairs of the
Foundation shall be conducted and all corporate powers shall be exercised by or
under the direction of the Board.


Without prejudice to the general power of the Board set forth above in Section
1D of this Article of these Bylaws, and subject to any limitations set forth in
these Bylaws, the ongoing duties and powers of the board shall include, but not
be limited to:

(1) Ensuring and facilitating fulfillment of the purposes of the Foundation as
set forth in the Articles of Incorporation;

(2) Ensuring compliance with applicable state and federal laws;

(3) Ensuring the financial health of the Foundation by adopting and monitoring
an annual budget and overseeing an independent annual audit of the Foundation's
books and accounts;

(4) Ensuring regular communication with the Members;

(5) Appointing, supervising and discharging the Foundation's Executive
Director, Chief Financial Officer and all Foundation officers, prescribing
powers and duties for them as are consistent with the law and these Bylaws, and
setting salaries and wages;

(6) Overseeing the conduct, management and control of the Foundation's affairs
and activities, including the monitoring of the activities and actions of its
radio stations and national staff consistent with applicable law and
regulations, the Articles of Incorporation and these Bylaws;

(7) Meeting at such regular times and places as required by these Bylaws and
meeting at such other times as may be necessary in order to carry out the
duties of the Board;

(8) Registering their addresses, telephone numbers, facsimile telephone numbers
and email addresses with the Foundation's Secretary. Notices of meetings
mailed, transmitted by telecopier or facsimile, or emailed to them at such
addresses shall be deemed valid notices thereof.