From Various Locations via Telephone Conference
DRAFT AGENDA - Open Session
Thursday, September 4, 2014 9:45PM

I. A. Call to Order

Roll Call / Establish Quorum. Excused absences. Identify Time Keeper

KPFA: Brian Edwards-Tiekert, Jose Luis Fuentes-Roman, Janet Kobren,
Margy Wilkinson
KPFK: Rodrigo Argueta, Lydia Brazon, Kim Kaufman, Lawrence Reyes
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: Raul Salvador, CFO

B. Agenda Approval (30

C. Minutes Approval
(20 min.)

II. Reports
A. Chair/IED (15
B. CFO Report
(15 min.)
C. E.D. Hiring
(15 min.)

III. Motion to Censure Heather Gray and Richard Uzzell

To censure Heather Gray and Richard Uzzell for the illegal, unauthorized,
and irresponsible act of signing a secret contract with the former Interim
Executive Director Summer Reese which they dated January 30, 2014 and in
which they made promises that exceeded the terms approved by the PNB, and
which a judge has affirmed is invalid.

Their action, the ill will and controversy it caused, and the continuing
costs to defend against a lawsuit in which the false contract was used
have caused serious damage to the Foundation.
(10 min.)

IV. Delegate Elections: Discussion about when we will have our 2014 Delegates
elections (Uzzell)
(10 min.)

V. PNB Minutes: Move that Uzzell and Roberts/Casaneve report publicly with
regard to the missing and unapproved 2013/2104 minutes to be accounted for
and submission time be imposed by the PNB at tonight's meeting. (Lamb)

VI. Next Meeting Date
(10 min.)

VII. Motion re Swapping WBAI's Signal
(10 min.)

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.

VIII. Unfinished Business

A. Motion for an audit of the 2014 PNB permanent chair position
election (20 min.)

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 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 counted:

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. Roberts.

B. Motion by Saba: 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]

C. Motion re. Official Statements regarding PNB Action
(5 min.)

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.

D. Motion re. Payment for Secretarial Services
(5 min.)

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, and

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.

E. Motion re. Hiring of General Managers
(10 min.)

Director Hank Lamb moves:
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.

F. Motion re. Expeditious Handling of Personnel Requests
(5 min.)

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

G. Motion re. Strategic Planning
(10 min.)

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.)

H. Motion re: meeting schedule
(10 min.)

Director Kim Kaufman moves that at the next meeting after the 3/13 meeting
we schedule the PNB meetings for the rest of the year.

I. 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 released.

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.

J. Requesting Legal Counsel.
Aaron Motion sponsored by Brazon; to precede Motion re. hiring general
counsel (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.

K. Motion re: hiring general counsel
(15 min.)

Director Birden moves: Whereas, approval of a candidate by a two-thirds
majority of the PNB could ensure a candidate acceptable to enough of the
board so that counsel could be assured of ongoing support; and

Whereas it is the responsibility of the entire board to interview, select,
and approve the hiring of independent counsel without conflicts of
interest or affiliations that would exacerbate existing frictions on the
board; and
Whereas it is imperative that the Board consider carefully and that
members exercise their duty of care as well as their
fiduciary responsibility and the duty of loyalty in the matter of the
hiring of any counsel going forward; and
Whereas no one officer or director should be (and is not) empowered to
unilaterally engage or hire legal counsel for the Board whom the Board
members have not properly met and whose credentials the Board has not
approved of,
The PNB shall elect four members, using Single Transferrable Voting, to an
ad hoc committee to solicit and accept applications to the position
of Foundation Counsel for Pacifica Foundation Radio, with the solicitation
to be posted on the Pacifica website and other appropriate venues within 5
days from when the committee is elected,
Resumes and inquiries should be directed to a member of the committee,
which shall report to the PNB as soon as at least 3 resumes have been
received, with all resumes distributed to the entire board. At least two-
thirds of the entire board must agree to consider a candidate for an
interview for the position, at a meeting at least 4 days days following
the receipt and distribution of at least 3 resumes. Furthermore,
Interviews of agreed-upon candidates (at least 3, interviewed by the
entire board) shall be for a PNB meeting noticed at least 5 days in
advance and scheduled so as not to conflict with a PNB committee or task
force or LSB meeting.
Candidates must receive votes from two-thirds of the members of the PNB in
order to be hired as Foundation Counsel.
Letters of reference for the agreed-upon candidates shall be distributed
to the board four days before the interview of each.

L. Pacifica Policy Discussions
(90 min.)

To include:
·Integrated Website Planning.
·Premium Processing & Premium Cost.
·Copyright and Plugola.

M. Motion re. Board Hires
(10 min.)

Director Richard Uzzell moves that all personnel hires made directly by
the Board shall have been preceded by an established process and procedure
to select a pool of candidates. [Added 4-17-14]

IX. New Business

A. Process re. Programming Changes (Reyes/Argueta)
(10 min.)

B. Motion re. Treasurer's Report (Kobren)
(10 min.)

Add "Treasurer's Report" as a standing item in all regular and monthly
special open session meeting agendas and given a minimum of 15 minutes.
The Treasurer's Report item shall be within the reports sections part of
the meeting agendas, immediately after a Chair's Report (if one is listed
on the agenda) and before any Management Reports (if any are listed on the
agenda), and if neither a Chair's Report or Management Reports is listed
on the agenda, to be the agenda item immediately following the Agenda
Approval item (or after the Minutes Approval item, if one is listed on the
agenda). The Treasurer's Report item shall not be preceded by any motion
already listed on the agenda that might be moved during the Agenda
Approval part of the meeting or added to the agenda prior to or during the
meeting. The Treasurer's Report shall be presented by the Pacifica
treasurer (the chair of the NFC) and is to be in regards to the most
current PNB financials available for all five stations, PRA, and PNO.
Also, the Pacifica treasurer shall provide to the PNB at least 24-hours
prior to each regular or monthly special open session PNB meeting the
financials that s/he will be reporting on.

C. Date of the PNB report (Lane-Ewart)
(10 min.)

D. Motion re Management Reports (Roberts) (15

Moved that in preparing reports for local station boards and the national
board, where feasible, management shall prepare separate documents for
open and executive sessions and be guided by the Corporation for Public
Broadcasting (CPB)* whose statement regarding which matters may be
discussed in closed session is summarized below, so that, generally, if a
matter would normally be discussed in open session, it likely belongs in a
public report and conversely, closed session matters would be put in a
confidential report.

* The customized language below is based on the CPB requirements of open
meetings (
The national board and station managers will be notified of modifications
by the Executive Director, who in turn will be kept abreast of such by the
foundation's Compliance Officer, or anyone designated to perform those
Executive sessions may be held to consider matters relating to individual
employees, proprietary information, litigation and other matters requiring
the confidential advice of counsel, commercial or financial information
obtained from a person on a privileged or confidential basis, or the
purchase of property or services whenever the premature exposure of such
purchase would compromise the interests of the Foundation.

E. Removal of Chair and IED (Lamb)
(10 min.)

I move that Margy Wilkinson be removed as PNB Chair and iED, for flagrant
violations of the bylaws and spirit of the bylaws, and be replaced with
George Reiter as chair and that we choose from the candidates we have
currently, an IED immediately and pay them $55,000 per year rate, so long
as they serve as iED, with no benefits and no chance to enter the
permanent position.

F. Review of 2013-14 financial statements, by unit, through YTD P&L
stmts (Lane-Ewart)
(10 min.)

G. Proceeding with a recall election of Argueta by KPFK staff
(Kaufman) (10 min.)

H. Limitations on the decision-making authority of interim station
management (Diaz)
(10 min.)

I. Responsibility of local management to abide by, and/or implement,
LSB decisions (Diaz)
(10 min.)

X. Motions carried over from 2013

A. PNB Vote for Proposed Bylaws Amendments. Amendment #6 and #7,
Postponed on Jan. 20, 2014 for legal opinion; are to be considered. [12-

B. 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]

C. 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]


Be it hereby resolved, that the WBAI Local Station Board recommends to the
Pacifica National Board (PNB) that it approve a policy that ninety-nine
percent (99%) of SCA* rental fees due as of October 1, 2013 for use of any
station's sidebands shall be credited, retroactively if necessary, to that
station's current Central Services accounts and one percent (1%) to the
National Office with copies of all existing contracts being submitted to
the respective General Manager and Local Station Board (LSB), and to the
PNB within 21 days of its passage of this motion, and

That an accounting of all SCA related income and expenses, since January
2009, including billing and payment of legal and collection fees, and
maintenance and upgrade costs, and any other expense, be submitted to the
respective General Manager and LSB, and to the PNB within 45 days of its
passage of this motion, and further

That pending and future contracts are to be signed by both national and
local management with adequate and reasonable submission to the respective
LSB and to the PNB for advance review and feedback. [Added 10-24-13]

E. Motion for GM Evaluation at WBAI (10

Birden moves that the PNB instruct the WBAI LSB to complete ASAP a GM
Evaluation, as required by the Bylaws. [Added 11-25-13]

XI. Committee Reports carried forward from 2013

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
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]

B. Coordinating Committee
(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
comparative 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]

C. Governance Committee (5 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

3. 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:,
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.

4. 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]

5. 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 (2 Motions,
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]

E. Finance Committee (2 Motions, each
10 min.)

1. Motion that the PNB direct that all station General Managers shall
report to the NFC quarterly about the performance of their station's
current Budget, and if the Budget becomes unbalanced into the 'red' that
the general Manager shall propose immediate changes that will bring the
Budget back into balance. [Added 1-23-14]

2. Motion that there be a notation on the Errors and Omissions insurance
policy that if the insurance has lapsed for non-payment of premiums that
the insurance company must notice the five Directors on the NFC about it.
[Added 1-23-14]

XII. Motions Carried Over from 2012

A. Elections Committee (5 Motions,
each 10 min.)

1) Revision of Election Timeline.
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
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.
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

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

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.

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
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

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 any candidates in a disparate
manner that awards one candidate a shorter term than another who won fewer
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.

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

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) Notice to Rescind Motion on Members Not in Good Standing as Delegate
Candidates Sponsored by Brazon. Motion to be reconsidered 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:
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

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

XIII. Adjournment.