Minutes for the regular National Finance Committee meeting January 19, 2016.

Meeting convened at 8:35 PM (ET) a quorum being present, the Chair and
Secretary being present.
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Attending: Sam Agarwal (CFO), Lydia Brazon, Adriana Casenave, Bill Crosier,
Brian Edwards-Tiekert (Chair), R. Paul Martin (Secretary), Tony Norman, Michael
Novick, Cerene Roberts, Nancy Sorden, Barbara Whipperman.
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Agenda:

Minutes Approval (5 minutes)

Budget Review and Approval
WPFW Budget (15 minutes)
WBAI Budget (15 minutes)
PRA Budget (15 minutes)

Adjourn 10:00 PM (ET)
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The Chair introduced the new Pacifica National Office CFO Sam Agarwal to the
committee.

Motion: (R. Paul Martin) "That the new CFO be added to the mailing list and
that the National Office Financial Planning and Analysis Manager be removed
from the mailing list." (Passed without objection)

CFO Report 8:40 PM (ET)

The CFO reported that the FY14 audit is under way. The auditors have assembled
their whole team, and the CFO has given them a lot of information. He said that
the auditors are asking the right questions. The CFO pointed out that the
letter to Management that the auditors gave for the FY13 audit, shows
deficiencies in accounting and process. The CFO said that the audits for FY14
and FY15 have to be taken care of.

The CFO said that he's drawing up a very ambitious timeline, but the FY15 audit
is delayed. He said that the FY14 audit should take at least a couple of months
to finalize, and he expects to get the FY14 audit done by March. He wants to
start the FY15 audit then to get it done by the end of June. He said that rapid
actions are needed. He noted that WBAI and WPFW both don't have Business
Managers, and they are lagging behind in their accounting. He said that it was
inefficient doing those station's accounting at Houston. His plan of action is
to bring those stations' books to the National Office, get them cleaned and
prepare them for the audit. He said that he's finding that it will be hard for
the stations to hire someone who can get the audit done in time. He noted that
if Pacifica can't get the FY15 audit done by end of June we lose CPB grant
money again. A second problem is that Pacifica has to file its IRS 990 forms.
He said that filing the IRS 990 forms is getting significantly delayed. He said
that there is a 1 month extension after the due date, but we'll go over that
extension if the FY15 audit is not done by June 30, 2016. He's of the opinion
that the National Office knows how to get it all into the Great Plains
software. He said that he's not interested in keeping the books at the National
Office he just wants to make sure that the proper processes and procedures are
in place before hiring Business Managers. The CFO also said that MEMSYS
reconciliation is troubling because it opens the door to manipulation or
outright fraud.

The CFO said that he is not in favor of using the Quickbooks software, he wants
to discontinue the use of Quickbooks. He said that once the National Office has
a good handle on WBAI's accounting process they can find someone skilled in the
Great Plains software and then Pacifica can have only one basis for accounting.

The CFO also said that Pacifica relies on Listener Support too much, which he
said is not efficient for the long term. He said he wants to make some
proposals in an executive session.

The committee discussed the report.

Motion: (Bill Crosier) "To extend the time for this agenda item by 5 minutes."
(Passed without objection) 9:00 PM (ET)

The committee continued to discuss the CFO's report.

Motion: (Brian Edwards-Tiekert) "To adopt the agenda." (Passed without
objection as amended)

Amendment: (Lydia Brazon) "To set the adjournment time for 10:00 PM (ET)."
(Passed 6 for, 2 against, 2 abstentions)

Amendment: (Michael Novick) "To strike item 2C 'KPFK Budget.'" (Passed without
objection)

Minutes Approval 9:15 PM (ET)

Motion: (R. Paul Martin) "To approve the minutes of the public session NFC
meeting of
November 4, 2015." (Passed without objection as amended)

The committee discussed the motion.

Amendment: (Adriana Casenave) "In the 'WBAI Budget' part of the minutes to
strike all after, 'tomorrow night.'" (passed 5 for, 2 against, 4 abstentions)

The committee discussed the amendment.

Motion: (R. Paul Martin) "To approve the minutes of the November 18, 2015,
meeting." (Passed without objection)
Motion: (R. Paul Martin) "To approve the minutes of the public session NFC
meeting of November 24, 2015, meeting." (Passed as amended without objection)

The committee discussed the motion.

Motion: (Cerene Roberts) "To postpone consideration of the November 24, 2015,
minutes to the next meeting." (Fails 3 for, 4 against, 3 abstentions)

The committee discussed the motion.

Amendment: (Roberts) "To strike, 'If the on-air fund raiser revenue continues
as it did in the Fall on-air fund raiser the station's deficit could be much
higher than budgeted'." (Passed 4 for, 2 against, 4 abstentions)

The committee discussed the amendment.

Motion: (R. Paul Martin) "To approve the minutes of the November 30, 2015,
meeting." (Passed without objection)

The committee discussed the motion.

Motion: (R. Paul Martin) "To approve the minutes of the December 14, 2015,
meeting." (Passed without objection as amended)

The committee discussed the motion.

Amendment: (Michael Novick) "To amend the minutes of Dec. 14 as follows: to
change the expression 'quiet pitch' to 'quiet drive,' and to change the
sentence 'The KPFK Treasurer said that KPFK did quite well with the "quiet
pitch" days last year,' to read 'The KPFK Treasurer said that KPFK did well
with the "quiet drive" days last December, and that the "quiet drive" days were
meant to incorporate off-air fundraising by the Local Station Board, which
voted to create a fundraising committee to help meet the station's
obligations.'"

The committee discussed the amendment.

Motion: (Brian Edwards-Tiekert) "To divide." (Divided on demand)

Amendment: (Michael Novick) "To amend the minutes of Dec. 14 as follows: to
change the expression 'quiet pitch' to 'quiet drive.'" (Passed without
objection)

Amendment: (Michael Novick) "To change the sentence 'The KPFK Treasurer said
that KPFK did quite well with the "quiet pitch" days last year' to read 'The
KPFK Treasurer said that KPFK did well with the "quiet drive" days last
December, and that the "quiet drive" days were meant to incorporate off-air
fundraising by the Local Station Board, which voted to create a fundraising
committee to help meet the station's obligations.'" (Passed without objection)
The Chair asked if all of the 2015, meeting minutes had now been passed. The
secretary said that the minutes of the May 12, 2015, meeting still needed to be
done, and that they should be done by someone who had been at that meeting,
since the Secretary had been in the hospital and could not attend the meeting
on that date. Michael Novick volunteered to do the minutes for the May 12,
2015, meeting.

Budget Review and Approval 9:56 PM (ET)

Motion: (Brian) "To extend the time for the meeting by 10 minutes." (Passed
without objection) 9:58 PM (ET)

WPFW

The WPFW Treasurer reported that they had made all of the requested changes to
the station's draft FY16 budget proposal except for the ones that needed the
help of the National Office Financial Planning and Analysis Manager, from whom
they have not yet heard. She said that she would send the revised draft FY16
budget to the NFC for review.

WBAI

The WBAI Treasurer reported that the WBAI General Manager had not offered a
revised draft FY16 budget since the last one presented to the NFC. The WBAI
Treasurer reported that the daily tally for the December on-air fund raiser had
run for 14 days and the final tally according to the daily reports issued by
WBAI Management was $125,195 for a daily average tally of $8,943, which is
significantly less than the daily tally of $12,429 in the WBAI draft FY16
budget proposal. The WBAI Director said that the WBAI General Manager had said
that the December on-air fund raiser's final tally had been $132,800.

The Chair noted that the NFC had already passed the Pacifica Radio Archives
FY16 budget.

Motion: (Adriana Casenave) "To meet on February 9, 2016, at 8:30 PM (ET)."
(Passed without objection)

The committee discussed the motion.

The Chair said that he would speak to the CFO and the WBAI General Manager
about the WBAI draft FY16 budget.

Adjourned 10:09 PM (ET)

Submitted by R. Paul Martin, Secretary.