PACIFICA FOUNDATION RADIO

PACIFICA NATIONAL BOARD IN-PERSON MEETING (OPEN SESSION)

The Aris & Carolyn Anagnos Peace Center, Los Angeles, California

June 14, 2015 -- Draft Meeting Minutes

Twenty members were present, constituting a quorum: Teresa Allen (KPFT),
Rodrigo Argueta (KPFK), Carolyn Birden (WBAI), Lydia Brazon (Chair, KPFK),
Jim Brown (WPFW arrived 11:33), Stephen M. Brown (WBAI), Adrianna Casenave
(KPFT), Janet Coleman (WBAI), Benito Diaz (WPFW), Brian Edwards Tiekert (KPFA),
Jose Luis Fuentes-Roman (KPFA), Janet Kobren (Secretary, KPFA), Robert L. Mark
(KPFT), Brenda Medina (Assistant Secretary, KPFK), Tony Norman (Vice-Chair,
WPFW), George Reiter (KPFT), Cerene Roberts (WBAI), Robert Rabin (Affiliate-
WVQR),
Pete Tucker (WPFW), Margy Wilkinson (KPFA).

One member was excused: Janis Lane-Ewart (Affiliate-WFAI).

One KPFK Listener-Director seat was vacant.

Also present: John Proffitt (Pacifica Executive Director), Jon Almeleh
(Pacifica Technical Director), John P. Garry III (Recording Secretary Pro-Tem),
Berthold Reimers (WBAI General Manager) and members of the public.

This meeting was live-streamed from several websites, including KPFTX.org. The
agenda and audio for this meeting can be accessed at
http://kpftx.org/archive.php

The Board met in executive session prior to this meeting from 9:27 AM to 11:05
AM in the same location.

[Audio Part 1 pnb150614a.mp3]

CALL TO ORDER (11:16)

The meeting was called to order by the Chair at 11:16 AM Pacific Time.

ROLL CALL (11:17)

An initial quorum of 18 was established.

TIMEKEEPER (11:19)

Medina volunteered to be the timekeeper for individual speakers and the agenda.
A 90-second time limit for speakers was continued from the previous session.

XIII. NATIONAL ELECTION SUPERVISOR (11:19)

Joy Williams (National Election Supervisor) reported via Skype. Discussion
followed.

Birden moved to extend 10 minutes. Second not recorded.
Motion passed by a show of hands: Yes-14, No-4, Abstain-1. (11:50)

Discussion continued.

Diaz moved to extend 10 minutes. Second not recorded.
Motion failed by a show of hands: Yes-5, No-11.

Discussion continued until the expiration of time.

Roberts moved to extend 30 minutes. Reiter seconded. Passed without objection.
(12:08)

[Audio Part 2 pnb150614b.mp3]

VIII. ELECTIONS COMMITTEE REPORT AND MOTIONS (12:08)

Bob Lederer (Elections Committee Chair) reported via Skype and moved the
following motion:

Motion to Amend 2009 PNB Policy on LSB Election Airtime

In order to simplify requirements for on-air time during LSB elections so that
they are clear and manageable, be it therefore resolved that section 3 of the
2009 Pacifica Foundation LSB Election Policy be amended to strike the current
paragraphs 2 through 5 and replace them with the following:

1. General information carts by the NES-two (2) at 30 seconds and two (2) at 60
seconds for a total of four (4) such airings per day-will be broadcast in the
morning, afternoon, evening and overnight, throughout the nomination period.
Where a station airs programming in a language other than English, carts will
be made available in that language.

2. Each program that is at least one hour in length shall include an election
tutorial of 4 to 5 minutes, prepared by the NES, on two separate days during
the nomination period. If all or a significant part of the program is broadcast
in a language other than English, the tutorial will be made available in that
language.

Edwards-Tiekert moved to strike Paragraph 2. Wilkinson seconded.

Roberts moved to extend 15 minutes for the motion and 10 minutes for public
comment. Kobren second. Passed without objection. (12:31) Discussion continued.

Reiter moved to substitute Edwards-Tiekert's amendment: In Paragraph 2 there
shall be one tutorial per one hour program during the nomination period instead
of two. Mark seconded.

Casenave called the question. Motion to end debate passed by a show of hands:
Yes -15, No-2, Abstain-1.

Reiter's substitute motion failed by a roll call vote: Yes-4, No-12, Abstain--4

Yes-Allen, Mark, Medina, Reiter.
No-Argueta, Brazon, J. Brown, Casenave, Coleman, Diaz, Edwards-Tiekert, Kobren,
Medina, Roberts, Tucker, Wilkinson.
Abstain-S. Brown, Fuentes-Roman, Norman, Rabin.

Edwards-Tiekert's amendment passed by a roll call vote: Yes-9, No-8, Abstain-3.

Yes-Argueta, Brazon, Coleman, Edwards-Tiekert, Fuentes-Roman, Medina, Reiter,
Tucker, Wilkinson.
No-Allen, Birden, J. Brown, Casenave, Diaz, Kobren, Mark, Roberts.
Abstain-S. Brown, Norman, Rabin.

New main motion:

Motion to Amend 2009 PNB Policy on LSB Election Airtime

In order to simplify requirements for on-air time during LSB elections so that
they are clear and manageable, be it therefore resolved that section 3 of the
2009 Pacifica Foundation LSB Election Policy be amended to strike the current
paragraphs 2 through 5 and replace them with the following:

1. General information carts by the NES-two (2) at 30 seconds and two (2) at 60
seconds for a total of four (4) such airings per day-will be broadcast in the
morning, afternoon, evening and overnight, throughout the nomination period.
Where a station airs programming in a language other than English, carts will
be made available in that language.

Roberts moved to amend: That the Executive Director shall direct each General
Manager to complete and return to the National Election Supervisor, and copy
the PNB Elections Committee Chair, a weekly log of election-related carts
played.

Casenave seconded

Amendment passed by a show of hands: Yes-15, No-0, Abstain-2.

New main motion:

Motion to Amend 2009 PNB Policy on LSB Election Airtime

In order to simplify requirements for on-air time during LSB elections so that
they are clear and manageable, be it therefore resolved that section 3 of the
2009 Pacifica Foundation LSB Election Policy be amended to strike the current
paragraphs 2 through 5 and replace them with the following:

1. General information carts by the NES-two (2) at 30 seconds and two (2) at 60
seconds for a total of four (4) such airings per day-will be broadcast in the
morning, afternoon, evening and overnight, throughout the nomination period.
Where a station airs programming in a language other than English, carts will
be made available in that language. The Executive Director shall direct each
General Manager to complete and return to the National Election Supervisor, and
copy the PNB Elections Committee Chair, a weekly log of election-related carts
played.

Amended main motion passed by a roll call vote: Yes--15, No--1, Abstain-4.

Yes-Allen, Argueta, Brazon, Casenave, Coleman, Edwards-Tiekert, Fuentes-Roman,
Kobren, Mark, Medina, Rabin, Reiter, Roberts, Tucker, Wilkinson.
No-Diaz.
Abstain-Birden, J. Brown, S. Brown, Norman.

PUBLIC COMMENT (12:50)

Public comment was heard for ten minutes.

S. Brown moved a working lunch and an executive session. Failed by
substitution. Edwards-Tiekert moved a 30 minute lunch. Medina seconded. Passed
without objection.

LUNCH RECESS (1:04)

[Audio Part 3 pnb150614c.mp3]

The Board reconvened at 1:42 PM. The roll was called and a quorum was
established.

AGENDA ADJUSTMENTS (1:42)

Allen moved to amend the agenda: The Pacifica Affiliate Joint Underwriting
Project shall be placed first on the agenda. Second not recorded. Failed by
substitution.

Roberts moved to substitute: Hold a one-item, telephonic PNB meeting on June 25
to discuss the Pacifica Affiliate Joint Underwriting Project. Medina seconded.

Substitute passed by a roll call vote: Yes-10, No-9, Abstain--1.

Yes-Argueta, Brazon, J. Brown, Casenave, Diaz, Kobren, Medina, Norman, Roberts,
Tucker.
No-Allen, Birden, S. Brown, Edwards-Tiekert, Fuentes-Roman, Mark, Rabin,
Reiter, Wilkinson.
Abstain-Coleman.

New main motion:

There shall be a one-item, telephonic PNB meeting on June 25, 2015 to discuss
the Pacifica Affiliate Joint Underwriting Project.

Motion passed by a roll call vote: Yes-16, No--4, Abstain-0.

Yes-Allen, Argueta, Brazon, J. Brown, S. Brown, Casenave, Coleman, Diaz,
Edwards-Tiekert, Kobren, Mark, Medina, Norman, Reiter, Roberts, Tucker.
No-Birden, Fuentes-Roman, Rabin, Wilkinson.

Argueta moved to amend: Reconsider the previous vote on Motion to Amend 2009
PNB Policy on LSB Election Airtime. It shall be the first agenda item (5 minute
item). Reiter seconded.

Motion passed by a show of hands: Yes-12, No-7, Abstain-0.

The Chair ruled that a 2/3 vote was not required and the Motion to Reconsider
was on the agenda and was in order. The Chair also explained that the 2/3 vote
requirement for amending the agenda would not apply for the adjustments made to
the agenda during the In-Person meeting.

Casenave moved to amend: The motion to approve the CFO Job Description shall be
the second item of this session. Second not recorded.

Motion passed by a roll call revote: Yes-18, No-1, Abstain-1.

Yes-Argueta, Birden, Brazon, J. Brown, S. Brown, Casenave, Coleman, Diaz,
Edwards-Tiekert, Fuentes-Roman, Kobren, Mark, Norman, Rabin, Reiter, Roberts,
Tucker, Wilkinson.
No-Medina.
Abstain-Allen.

Casenave moved to amend: The LSB review Budget Motion shall be the third item
of this session. Diaz seconded.

Motion passed by a roll call vote: Yes--12, No--6, Abstain-2.

Yes-Argueta, J. Brazon, J. Brown, Casenave, Diaz, Kobren, Medina, Norman,
Rabin, Reiter, Roberts, Tucker.
No-Allen, Birden, S. Brown, Coleman, Mark, Wilkinson.
Abstain-Edwards-Tiekert, Fuentes-Roman.

Kobren moved to amend: Add the three motions from today's executive session
that were referred to open into open session after LSB Budget review. They
shall constitute the new Item 4 of this session. Diaz seconded.

Motion to amend failed by a roll call vote: Yes-5, No-11, Abstain-3.

Yes-J. Brown, S. Brown, Diaz, Kobren, Reiter.
No-Allen, Birden, Brazon, Casenave, Edwards-Tiekert, Fuentes-Roman, Mark,
Medina, Roberts, Tucker, Wilkinson.
Abstain-Argueta, Norman, Rabin.

Rabin moved to amend: The Oscar Lopez Resolution shall be the first item of
this session. Kobren seconded. Passed without objection.

Roberts moved to amend: Motion on the Subcarrier Leases shall be the third
agenda item of this session (12 minute item). Medina seconded.

Motion passed by a roll call vote: Yes-9, No-6, Abstain-5.

Yes-Argueta, J. Brown, Casenave, Diaz, Fuentes-Roman, Medina, Norman, Roberts,
Tucker.
No-Allen, Birden, Brazon, S. Brown, Coleman, Wilkinson.
Abstain-Edwards-Tiekert, Kobren, Mark, Rabin, Reiter.

Medina moved to amend: Conclude at a time-certain of 5:30. Casenave seconded.
Passed without objection.

Birden moved to amend: Foundation Counsel shall be the third item of this
session. Coleman seconded.

Motion failed by a roll call vote: Yes-6, No-11, Abstain-3.

Yes-Allen, Birden, Brazon, S. Brown, Coleman, Reiter.
No-J. Brown, Casenave, Diaz, Edwards-Tiekert, Fuentes-Roman, Mark, Norman,
Rabin, Roberts, Tucker, Wilkinson.
Abstain-Argueta, Kobren, Medina.

[Audio Part 4 pnb150614d.mp3]

OSCAR LÓPEZ RIVERA RESOLUTION (2:39)

RESOLUTION ON THE RELEASE OF
PUERTO RICAN POLITICAL PRISONER, OSCAR LÓPEZ RIVERA

Pacífica Foundation Meeting of the Board of Directors meeting in Los Angeles,
June 12-15, 2015, adopts the following resolution:

Whereas: Puerto Rican Independentista and Political Prisoner Oscar López Rivera
has been in Federal Prisons since 1981, charged with "seditious conspiracy" to
overthrow the Government of the United States in Puerto Rico and convicted
thereof;

Whereas: Religious, labor, community, student and political leaders in Puerto
Rico and in Puerto Rican communities in the US, without regard to their
positions on the status of Puerto Rico, broadly have called on President Obama
to release López Rivera;

Whereas: Pacifica Foundation is based upon a philosophy of solidarity with
social and political movements that work for social justice and human rights;

Be it thereby resolved: that the Pacifica Foundation National Board calls for
the release of Oscar López Rivera and, further calls for broadcasts on this
topic to be aired on its five stations, and that this resolution be shared with
the Pacifica Affiliates, in support of national and local campaigns for Oscar's
liberation.

Resolution adopted by a roll call vote: Yes-17, No-0, Abstain-3.

Yes-Argueta, Brazon, J. Brown, S. Brown, Casenave, Coleman, Diaz, Fuentes-
Roman, Kobren, Mark, Medina, Norman, Rabin, Reiter, Roberts, Tucker, Wilkinson.
Abstain-Allen, Birden, Edwards-Tiekert.

RECONSIDERATION OF A MOTION PREVIOUSLY ADOPTED (2:48)

Argueta moved to reconsider the vote on Reiter's amendment to the Motion to
Amend 2009 PNB Policy on LSB Election Airtime taken in the morning session.
Birden seconded.

Reiter moved to end debate on the Motion to Reconsider. Debate ended without
objection.
Motion to Reconsider passed without objection.

The original Motion to Amend 2009 PNB Policy on LSB Election Airtime was
brought to the floor. [see amended main motion after amendments and debate
below]

Reiter moved to extend 5 minutes. Edwards-Tiekert seconded. Passed without
objection (2:56)

Reiter moved to amend: In Paragraph 2 there shall be one tutorial per one hour
program during the nomination period instead of two. Second not recorded.

Amendment passed by a roll call vote: Yes-11, No-5, Abstain-4.

Yes-Argueta, Birden, J. Brown, S. Brown, Casenave, Coleman, Kobren, Mark,
Norman, Rabin, Reiter.
No-Brazon, Diaz, Fuentes-Roman, Medina, Wilkinson.
Abstain-Allen, Edwards-Tiekert, Roberts, Tucker.

Amended main motion:

Motion to Amend 2009 PNB Policy on LSB Election Airtime

In order to simplify requirements for on-air time during LSB elections so that
they are clear and manageable, be it therefore resolved that section 3 of the
2009 Pacifica Foundation LSB Election Policy be amended to strike the current
paragraphs 2 through 5 and replace them with the following:

1. General information carts by the NES-two (2) at 30 seconds and two (2) at 60
seconds for a total of four (4) such airings per day-will be broadcast in the
morning, afternoon, evening and overnight, throughout the nomination period.
Where a station airs programming in a language other than English, carts will
be made available in that language.

2. Each program that is at least one hour in length shall include an election
tutorial of 4 to 5 minutes, prepared by the NES, once during the nomination
period. If all or a significant part of the program is broadcast in a language
other than English, the tutorial will be made available in that language.

Amended main motion passed by a roll call vote: Yes-11, No-5, Abstain-4.

Yes-Argueta, Birden, J. Brown, S. Brown, Casenave, Coleman, Kobren, Mark,
Norman, Rabin, Reiter.
No-Brazon, Diaz, Fuentes-Roman, Medina, Wilkinson.
Abstain-Allen, Edwards-Tiekert, Roberts, Tucker.

XV. PERSONNEL COMMITTEE (3:03)

CHIEF FINANCIAL OFFICER JOB DESCRIPTION (3:03)

The CFO Job Description was brought to the floor [see amended text below].

Fuentes-Roman moved to amend: Strike "and to the Executive Director" in the
first paragraph. Brazon seconded.

Edwards-Tiekert moved to extend 15 minutes. Passed without objection. (3:18)

Edwards-Tiekert called the question. Motion to end debate passed without
objection.

Amendment failed by a roll call vote: Yes-5, No-12, Abstain-3.

Yes-Brazon, J. Brown, Diaz, Fuentes-Roman, Roberts.
No-Allen, Argueta, Birden, S. Brown, Casenave, Coleman, Edwards-Tiekert,
Kobren, Mark, Norman, Reiter, Wilkinson.
Abstain-Medina, Rabin, Tucker.

[Audio Part 5 pnb150614e.mp3]

Mark moved to amend: Minimum Requirements 8 shall be amended to read "CPA
experience strongly preferred" and shall become Minimum Requirements 2. All
other Minimum Requirements would then be moved down by one number.
Passed without objection.

Edwards-Tiekert moved to extend ten minutes. Passed without objection. (3:34)

Birden moved to amend: Minimum Responsibilities 7 (formerly 6): Replace
"strongly preferred" with "required." Failed for lack of a second.

Edwards-Tiekert moved to amend: Change the lower end of the salary to $80,000.
Reiter seconded.

Amendment passed by a roll call vote: Yes-15, No-2, Abstain-2.

Yes-Allen, Argueta, Birden, J. Brown, Casenave, Coleman, Diaz, Edwards-Tiekert,
Fuentes-Roman, Mark, Norman, Rabin, Reiter, Roberts, Wilkinson.
No-Kobren, Medina.
Abstain-Brazon, Tucker.

Brazon enumerated several recommendations made by the Personnel Committee,
which were incorporated into the text without objection.

Amended main motion:

I. The Chief Financial Officer (CFO) reports directly to the collective body of
the Pacific National Board (PNB) and to the Executive Director (ED). The
National Board will appoint, supervise, evaluate, re-appoint, and discharge the
CFO. S/he shall cause the funds of the Foundation to be disbursed as s/he may
be properly directed from time to time. The CFO shall render to the Executive
Director and the Board an account of all of his/her transactions as CFO and of
the financial condition of the Foundation whenever requested.

II. The Chief Financial Officer: oversees the organization's financial goals,
objectives and budgets, the investment of funds and management of associated
risks, supervises cash management activities, directs financial operations
including payroll, internal controls and auditing; and establishes and
maintains the objectives and strategy for the finance department. S/he 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, loses, capital, and net assets.

III. The Chief Financial Officer shall cause to be deposited all monies 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 protect the assets
of the organization and meet all standards of transparency and accounting
principles as befits a non-profit organization.

DUTIES AND RESPONSIBILITIES

1. Direct the financial and accounting functions and maintain responsibility
for monthly and annual financial reporting, financial analysis, audit,
banking, cash management, budgeting, and risk management.

2. Ensure timeliness, accuracy, and usefulness of financial and management
reporting for federal and state funders, foundations, and the PNB.
Supervise the timely preparation and communication of monthly, annual and
any other financial statements.

3. Prepare and monitor the annual budget, financial projections for year-end
forecasting and audit coordination, including preparation and collection
of audit information, as well as function as the primary liaison to
auditors.

4. Collaborate with other members of the senior management team on financial
and fund raising priorities.

5. Manage the organization's banking relationships and cash position.

6. Administer the organization's investment portfolio; direct and supervise
the organization's investment managers and advisers.

7. Directly supervise all accounting functions by station Business Managers,
participate in evaluations of all station Business Managers, approve the
hires and/or termination of all station Business Managers. Directly
supervise all accounting functions by station Business Managers,
participate in evaluations of all station Business Managers, approve the
hires and/or termination of all station Business Managers.

8. Maintain official financial records and documents, and ensure compliance
with federal, state and local regulations and reporting requirements (such
as annual information returns; payroll withholding and reporting; 990s,
etc.)

9. Supervise all financial compliance and recognition for government
(federal, state and local) contracts and private grants.

10. Ensure proper management of all Pacifica assets including real estate,
investment finds, and SCAs (sidebands) in collaboration with the Executive
Director and under the direction of the Pacifica National Board.

11. Assure adequate control and accounting of all finds, including developing
and maintaining sound financial practices, and remaining up-to-date on non-
profit audit best practices and state and federal law regarding non-profit
operations.

12. Provide financial leadership, advice, and financial transparency, and
establish financial goals for the network working with the Executive
Director and national Board of Directors.

13. Experience in or with non-profit organizations preferred.

MINIMUM REQUIRMENTS

1. 10 years of accounting and financial management experience, including

a. financial analysis
b. reporting
c. not-for-profit compliance
d. supervision of accounting staff

2. CPA experience strongly preferred.

3. Knowledge of GAAP protocols.

4. Familiarity with FCC and CPB requirements strongly preferred.

5. Experience explaining financial position and reports to lay people and
disseminating financial information with clear and readable narratives and
visuals.

6. Facility with Microsoft Dynamics GP and ability to analyze accounting
systems and software and updates where necessary.

7. Experience with multi-unit budgeting and reporting strongly preferred.

8. Knowledge of the noncommercial broadcast sector helpful.

9. Excellent oral and written communication skills.

10. Ability to meet deadlines under time pressure.

Salary: $80,000--$115,000, depending on experience.

Submission date: July 31, 2015.

CFO Job Description approved by a roll call vote: Yes-18, No-2, Abstain-0.

Yes-Allen, Argueta, Brazon, J. Brown, Casenave, Coleman, Diaz, Edwards-Tiekert,
Fuentes-Roman, Kobren, Mark, Medina, Norman, Rabin, Reiter, Roberts, Tucker,
Wilkinson
No-Birden, S. Brown.

Edwards-Tiekert moved to suspend the rules for public comment. Disallowed by
the Chair.

WBAI LSB SUBCARRIER MOTION (3:49)

Roberts moved:

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.

Edwards-Tiekert moved to refer to the Finance Committee, with a directive to
figure out how to implement it without adversely impacting the budget of the
National Office. Allen seconded.

Roberts moved to amend Edwards-Tiekert: The motion shall be the first item of
business at the next National Finance Committee meeting and it shall be the
first item of business at the July 9, 2015 PNB meeting. Second not identified.

Diaz moved to extend 15 minutes. Allen seconded. Passed without objection.

Casenave called the question on the amendments. Debate ended without objection.

Motion to amend failed by a roll call vote: Yes-6, No-9, Abstain-4.

Yes-Argueta, J. Brown, Casenave, Medina, Rabin, Roberts.
No-Allen, Birden, S. Brown, Coleman, Diaz, Kobren, Reiter, Tucker, Wilkinson.
Abstain-Edwards-Tiekert, Fuentes-Roman, Mark, Norman.

Motion to refer passed without objection.

Allen moved to proceed to public comment for 20 minutes. Kobren seconded.

Motion passed by a show of hands: Yes-13, No-3, Abstain-3.

[Audio Part 6 pnb150614f.mp3]

PUBLIC COMMENT (4:15)

Public comment was heard for 19 minutes.

[Audio Part 7 pnb150614g.mp3]

LSB REVIEW BUDGET (4:34)

Casenave moved:

[see amended text below]

Diaz seconded.

Kobren moved to amend: "The station's GM shall be responsible for providing the
necessary reports to the LSB in a timely manner and be available during LSB
meetings to answer questions when the LSB reviews the report." Diaz seconded.

The WBAI General Manager was invited to contribute to the discussion.

Roberts move to amend Kobren: Add "where possible."
Amendment passed by a show of hands: Yes-11, No-4, Abstain-4.

New amendment:

Kobren moved to amend (amended by Roberts): "The station's GM shall be
responsible for providing the necessary reports to the LSB in a timely manner
and be available where possible during LSB meetings to answer questions when
the LSB reviews the report." Diaz seconded.

Amendment passed by a roll call vote: Yes-14, No-2, Abstain-3.

Yes-Argueta, J. Brown, S. Brown, Casenave, Coleman, Diaz, Edwards-Tiekert,
Kobren, Norman, Rabin, Reiter, Roberts, Tucker, Wilkinson.
No-Mark, Medina.
Abstain-Allen, Birden, Fuentes-Roman.

New main motion:

Per the Pacifica bylaws, Article Seven, Section 3, Item A. that LSBs "review
and approve that station's budget and make quarterly reports to the
Foundation's Board of Directors regarding the station's budget, actual income
and expenditures," the PNB directs the LSBs to make their reports of a
quarterly comparison of budget to actual income and expenditures, plus cash
flow, to the PNB quarterly, no later than 30 days after the end of each. The
station's GM shall be responsible for providing the necessary reports to the
LSB in a timely manner and be available where possible during LSB meetings to
answer questions when the LSB reviews the reports. The financial reports shall
be generated from data in the General Ledger, and each station shall use the
same software in order to facilitate the collection, analysis, and reporting of
this information. Further, these financial reports should include income
statements, balance sheets, cash flow reports, and cash flow projections.

Failure to provide the necessary budget drafts and financials as outlined above
shall be key considerations in the G.M.'s performance review by the LSB and
PNB.

In order for the LSBs to comply with their duties per the bylaws, the E.D.
shall direct the General Manager of each station to produce and send to their
LSBs an electronic file of the budget draft at least 3 days in advance of the
meeting during which the LSB is scheduled to approve the budget, and to produce
and send to the LSB accurate current financials as described above at least
quarterly. The E.D. shall also direct the G.M.s to send an electronic file of
the station's LSB-approved budget to the NFC with a CC to the respective LSB
within 3 days of approval as well as an electronic file of the station's NFC-
approved budget to the station's LSB within 3 days of its approval. Failure to
provide the necessary budget drafts and financials as outlined above shall be
key considerations in the G.M.'s performance review by the LSB and PNB. The
budget drafts sent to the NFC should include all assumptions used to arrive at
budget figures.

The NFC shall also review the finances of the Pacifica National Office and its
units quarterly as well. The CFO shall send an electronic file of the PNO's and
each unit's budget drafts to the NFC with a CC to the E.D. at least 3 days
prior to being presented to the NFC for approval, and an electronic file of the
PNOs and its units' NFC-approved budgets to the PNB within 3 days of its
approval. Failure to do so shall be a key consideration in the CFO's
performance review by the PNB.

Motion passed by a roll call vote: Yes-15, No-2, Abstain-2.

Yes-Allen, Argueta, J. Brown, S. Brown, Casenave, Coleman, Diaz, Edwards-
Tiekert, Kobren, Norman, Rabin, Reiter, Roberts, Tucker, Wilkinson.
No-Mark, Medina.
Abstain-Birden, Fuentes-Roman.

Edwards-Tiekert moved to take Programming Motion 2 from the table. Second not
identified.

Motion to take from the table passed by a roll call vote: Yes-11, No-7, Abstain-
1.

Yes-Argueta, J. Brown, Casenave, Diaz, Edwards-Tiekert, Fuentes-Roman, Medina,
Norman, Roberts, Tucker, Wilkinson.
No-Allen, Birden, S. Brown, Coleman, Kobren, Mark, Reiter.
Abstain-Rabin.

Roberts moved to allot 15 minutes for this item. Passed without objection.

The PNB Programming Committee recommends to the PNB that all action on the
creation of "Program Councils" pursuant to a previous motion from the
Programming Committee to the PNB, be held until after the Committee is able to
receive and review information about station program operations (pursuant to
motion passed by the Committee on 12/19/14) and provides recommendations to the
PNB.

The provision of said feedback to the PNB will be a priority of the Committee
and our expectation is that the report will be sent to the PNB by March 13,
2015.

Reiter moved to substitute: The PNB directs the ED to inform the GMs that they
must establish program councils in their stations by August 1, in accordance
with the procedure established in the PNB motion of 2012.

Reiter moved to extend seven minutes. Failed for lack of a second.

Substitute motion failed by a roll call vote: Yes-4, No--14 , Abstain-2.

Yes-Allen, Argueta, S. Brown, Reiter.
No-Birden, J. Brown, Casenave, Coleman, Diaz, Edwards-Tiekert, Fuentes-Roman,
Kobren, Mark, Medina, Norman, Roberts, Tucker, Wilkinson.
Abstain-Brazon, Rabin.

Main motion passed by a roll call vote: Yes-16, No--1, Abstain-3.

Yes-Allen, Argueta, Birden, J. Brown, Casenave, Coleman, Diaz, Edwards-Tiekert,
Fuentes-Roman, Kobren, Mark, Norman, Rabin, Roberts, Tucker, Wilkinson.
No-Reiter.
Abstain-Brazon, S. Brown, Medina.

The meeting adjourned at 5:28 PM due to the expiration of time.

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