Pacifica National Board
Finance Committee Adjourned Meeting - July 19, 2007


An adjourned meeting of the PNB Finance Committee (see Appendix A) was called
to order at about 5:18 pm PDT by Chair LaVarn Williams with Terry Goodman
serving as Secretary. The minutes of 6/07/07 were approved.


Present: Dave Adelson, Baruti Bediako, Terry Goodman, Lonnie Hicks, Sandra
Rawline, Thomas Ruffin (arrived at 5:30), LaVarn Williams.
Absent: Brian Edwards-Tiekert, Jane Gatewood, Mike Martin, Berthold Reimers

Revised Agenda
1) Roll Call (5 minutes)
2) Approval of Minutes (5 minutes)
3) Next Meeting (5 minutes)
4) CFO Report & Preliminary 2008 Budget
5) Station Bill Back Policy (15 minutes)
6) Financial Policies & Procedures Manual (30 minutes)
a) PNB Finance and Audit Committees Joint Teleconference
b) Review revised Manual
7) Operations Meeting in July (10 minutes)
8) New Business (5 minutes)
9) Adjournment
** Times are for guidance only **

1. Roll Call and Approval of Agenda
The Agenda was revised and approved without objection on the motion of Sandra
Rawline at 5:21 pm.

Notice was given by the Chair that Thomas Ruffin has resigned from the
committee after multiple meeting absences. Director Ruffin subsequently joined
the teleconference.

Point of order by Goodman, that the appointing authority for Director members
of the committee is the PNB.
Correct, but not well taken as a point of order for this meeting. A PNB
resolution required LSB chair notification, which the committee chair is
reporting has occurred. The chair may request that the vacancy be filled at the
July PNB meeting or at the subsequent telephonic meeting. The PNB may choose
to re-appoint Mr. Ruffin.

2. Approval of Minutes
A revision of the June 7th minutes was approved as if the section being revised
was in the May 24th minutes, which had already been approved on June 7, 2007.
The June 7th minutes were approved without objection as amended by this prior
discussion on the motion of Terry Goodman at 5:40 pm.

Motion from Terry Goodman that the Finance Committee approve the minutes of the
Joint Finance and Audit Committee Meeting of June 18, 2007, as amended by
Audit Committee Secretary Jamie Ross and distributed by email to committee
members (see Appendix B).
Postponed to the next meeting without objection on the motion of LaVarn

Point of order from Dave Adelson, that the joint committee is not a standing
committee, so each component body may as well approve minutes of joint meetings
Well taken.

3. Next Meeting
Motion from Lonnie Hicks that the Finance Committee schedule a regular meeting
for Thursday, August 23, 2007 at 8:00 pm EDT.
Motion passed without objection.

4. CFO Report & Preliminary 2008 Budget
The CFO's report began at 5:40 pm and included the FY'07 projections as of May
in comparison to the FY'04, FY'05, and FY'06 audit results and the FY'08
consolidated draft budget. Some stations are drawing from savings to meet this
year's expenses and to balance next year's budgets. Listener support revenue is
declining and many regular expenses are increasing. Only one station is
expected to meet the one-month reserve requirement in its FY'08 budget and two
stations are planning staff reductions. PRA income from station purchases is
significantly down. There was mention of new costs and new fundraising

Motion from Lonnie Hicks (as amended on the motion of LaVarn Williams): The
Finance Committee recommends that Pacifica hold all expenditures in FY'08 to
FY'07 levels; that Pacifica not hire on any new staff in FY'08, holding salary
expenses to FY'07 levels; that Pacifica accumulate a small contingency fund for
potential use by stations in case drives do not perform; that Pacifica focus on
revenue producing activities in FY'08; and that the ED and CFO continue to
monitor WBAI revenue shortfall or recovery in FY'07 and its impact on the 2008
Motion passed without objection at 7:46 pm.

5. Station Bill Back Policy
It was suggested that the July Operations Group meeting provide input to the
CFO regarding a draft station bill-back policy for inclusion in the Pacifica
Financial Policies and Procedures Manual.

6. Financial Policies & Procedures Manual

6(a). PNB Finance and Audit Committees Joint Teleconference
The chair gave a brief report on the joint meeting (see Appendix B). The CFO
suggests the September PNB meeting as target date for board approval.

6(b). Review Revised Manual
Committee members were advised to expect a joint committee meeting in August to
complete review of the CFO's draft, previously distributed via email.

7. Operations Meeting in July
The CFO is to inform LSB Treasurers that they are invited to attend the July
Operations Group meeting in Los Angeles, though their travel expenses will not
be reimbursed by the Foundation. The CFO will add FY'08 Budget Calendar,
Station Bill-Back Policies, Head Count Reporting, 18-month Budgeting, and the
Finance Committee's motion on Limiting FY'08 Expenditures (see above) to the
agenda of that meeting. An additional issue raised during New Business was
referred to the Operations Group for input (see below).

8. New Business

8(a). Business Managers' Cooperation with LSB Finance Committees (Bediako)

There was discussion regarding the lack of any mention of responsibilities to
LSB Finance Committees in the job descriptions of station Business Managers.
Some Business Managers cooperate more than others. The following motion was
proposed as a committee recommendation to the Operations Group meeting in July.

Motion from Sandra Rawline: Whereas each station's Business Manager is an
integral part of Pacifica Foundation Finances, Be it resolved that each GM
strongly encourage their Business Manager to make themselves available to
and/or participate in the local Finance Committee meetings.
Motion passed without objection.

Notice from Terry Goodman, that a motion to amend the text of the motion just
adopted will be prepared at the next Finance Committee meeting, based upon any
response or suggestions received from the Operations Group.

8(b). Annual Membership Fee (Goodman)
Treasurers were reminded to request a Memsys Pyramid of Contributions Report in
preparation for a discussion on raising (Goodman) or lowering (Williams) the
annual membership fee. (See the motion postponed on 5/24 to the meeting of June

8. Adjournment
The meeting was adjourned without objection on the motion of Terry Goodman at
7:15 pm PDT.

Terry Goodman, Secretary
These minutes were approved on 8/29/07.

Appendix A - Finance Committee Notes, 7/02/07

A meeting of the PNB Finance Committee was scheduled for Monday, July 2, 2007,
beginning at 8:00 PM EDT.

In attendance were Secretary Terry Goodman and CFO Lonnie Hicks. The expected
absences of Brian Edwards-Tiekert and LaVarn Williams had been communicated to
committee members in advance, and the CFO had sent out a revised draft
financial policies and procedures manual.

Terry Goodman convened the meeting at 8:14 pm, noting that a quorum was not
present. Lonnie Hicks moved to adjourn to Thursday, July 19, 2007, beginning
at 8:00 pm EDT. Without objection, the meeting was adjourned at 8:15 pm to a
time certain, as stated in the motion.

--Terry Goodman, Chair Pro-Tem

Appendix B - Joint Finance/Audit Minutes

Pacifica National Board
Joint Finance Committee & Audit Committee Special Meeting - June 18, 2007


A special joint meeting of the PNB Audit Committee and the PNB Finance
Committee was convened on June 18, 2007 for the purpose of reviewing a proposed
Foundation Financial Policies and Procedures Manual, pursuant to a resolution
of the Pacifica National Board. The meeting was alternately chaired by Nia
Bediako and LaVarn Williams with Jamie Ross serving as Secretary for the
beginning of the meeting and Terry Goodman serving as Secretary for the end of
the meeting. This being a special meeting, no minutes were approved.

Attendance, Audit Committee

Present: Mary Berg, Jack Van Aken, Don White, Evelyn Bethune, Ambrose Lane,
Carol Wolfe, Nia Bediako, and Jamie Ross
Absent: Ernesto Tico Chacin, Jose Wanzala, Ian Johnston, Sandy Weinmann, Jim
Stotts, and Lisa Davis
Jamie Ross left the call at 9:35 pm EDT.
Carol Wolf left the call at 10:10 pm EDT.

Attendance, Finance Committee

Present: Baruti Bediako, Brian Edwards-Tiekert, Terry Goodman, Lonnie Hicks,
Sandra Rawline, and LaVarn Williams.
Absent: Dave Adelson, Jane Gatewood, Berthold Reimers, Thomas Ruffin, and Bob

Joint Meeting
Chaired by Nia Bediako until 9:15 PM
Chaired by LaVarn Williams from 9:15 PM until
1) Roll call (10 mins.)
a) Audit - Jamie Ross
b) Finance - Terry Goodman
2) Approval of agenda (5 mins.)
3) Policies and Procedures Manual Discussion (2 hrs.)
a) Questions and Issues on Content
(1) Revenue and Receipts
(2) Disbursements Accounts & Payable
(3) Payroll and Benefits
(4) Cash and Investment Monitoring
(5) Bank Reconciliation

b) Discussion and actions

4) Next Meeting, if necessary

5) Adjournment 10:30 PM (EDT)

1. Roll Call
A quorum of both committees was in attendance when the meeting was convened by
Nia Bediako at 8:20 pm EDT.

2. Approval of Agenda
The proposed agenda was approved without objection.

3. Polices and Procedures Manual Discussion
There was detailed discussion of the proposed Draft Policies and Procedures
Manual distributed to committee members by the CFO by email in advance of the
meeting. The CFO took notes and made direct changes to the draft during
discussion. Secretaries noted as action items various sections generally felt
to require additional work or follow-up.

The draft used as a basis for the discussion had already been worked on by the
Audit Committee. It had originally been provided to the Audit Committee by the
CFO. It had been reviewed by a working group of the Audit Committee on 5-30-07,
which added suggested changes and queries to the text. It had been further
reviewed by the full Audit Committee on 6-11-07. Finally, it had been reviewed
by the CFO, who responded in text to some of the comments and queries of the
Audit Committee working group.

3a. Questions and Issues on Content

3a(1). Revenues and Receipts

3a(1a). Introduction
There was discussion claiming a changing definition of Listener Support Income
with particular reference to what income is and is not to be included in the
calculation of station assessments for Central Administrative Services. The CFO
will request a statement from the Independent Auditor for possible inclusion in
the policy manual explaining the classification of income required by the
Corporation for Public Broadcasting. The CFO will include in the manual a
clear explanation of the extent, if any, that a different classification will
apply to any station income in Pacifica Central Services assessment

3a(1b). Listener Support Pledges and Donations
The names and current titles of individuals at each station serving as Business
Managers, MEMSYS Managers, Development Directors, and Development Managers are
to be identified at the Operations Group meeting scheduled for the July PNB
meeting, and any ambiguities with respect to the allocation of responsibilities
in this section of the draft financial policies resolved accordingly.

3a(1c). Stock Donations
Inclusion or clarification of policy on stock liquidation was requested. Baruti
Bediako and Brian Edwards-Tiekert suggested that policy be clarified to state
that stock is liquidated and money sent shortly thereafter to the station that
received the original donation. Lonnie Hicks said he would supply data
regarding recent stock donations.

3a(1d) Grants

3a(1e) Subsidiary Communications Authority (SCA) Income
The CFO is to resolve a question regarding use of SCA Income in the context of
the Auditor's Report.

3a(1f). Affiliates Revenue
Confirmation that this section reflects current practice was requested.

3a(1g). List Rental Income
Confirmation that this section reflects current practice was received. Lonnie
Hicks clarified that the list in question has been developed by the national
office for fundraising. It is not the same as the stations' membership list. He
said Pacifica received about $8,000 last year from list rental.

3a(1h). Rental Income of Real Property
There was discussion of possibly clarifying the relationship of the National
Office use of space in the KPFA building along the lines of the Pacifica Radio
Archives use of space in the KPFK building. While Pacifica owns both
buildings, related expenses are paid by the individual stations. KPFK gets a
percentage discount on its Central Services assessment, but KPFA does not, in
current practice. The policy is not clear as to whether or not any benefit
will accrue to a station upon the sublease of any portion of the real property
that it maintains.

Nia Bediako surrendered the chair to LaVarn Williams at 9:17 pm EDT.

3a(1i). Central Administrative Services
There was objection to the language "All revenues for PRA are received by the
National Office and allocated to PRA. Monthly central allocations to stations
are based on a net allocation of 19.5% of listener support revenue for all
stations of with the exception of KPFK whose monthly allocation is 18.5%." The
first sentence uses allocation in reference to income while the second sentence
uses allocation in reference to expense (the assignment of debt). Using
"assessment" rather than "allocation" in the second sentence would resolve the
confusion. Baruti Bediako indicated that he would suggest alternative language
by email after the meeting.

Jamie Ross left the call at 9:35 pm EDT. Terry Goodman assumed the Secretary
position for the remainder of the meeting.

It was suggested that the mention in this section of Democracy Now!, Free
Speech Radio News, and possibly the Pacifica Radio Archives and the Pacifica
Affiliates Program invites confusion, since these are funded in a manner other
than by allocation of Central Services fees. It has also been suggested that
the policy document should make clear what ongoing and special expenses the
Central Services assessments are intended to cover and which they are not,
especially with respect to national programming, so as to reduce incidents of
unanticipated bill-backs to stations. The different mechanisms by which
various projects are funded should be clarified, perhaps in one or more
separate sections of the manual. This would include explanation of the CPB
grant funding of FSRN, explanation of the separate funding of Democracy Now!
and where those funds appear in budgets, mail drop and special appeals for the
PRA and/or National Office, and details of the income and expense policies
applicable to the Affiliates Program. The extent and frequency of CFO reports
on these various financial issues to the PNB Finance Committee should be
stated. Justification for the KPFK discount on its Central Services assessment
should be incorporated into the included chart, so that the discount will
expire if the PRA relocates.

3a(1j). Cash Receipts Policy 9:42 pm
The names and current titles of individuals at each station serving as Business
Managers, MEMSYS Managers, Development Directors, and Development Managers are
to be identified at the Operations Group meeting scheduled for the July PNB
meeting, and any ambiguities with respect to the allocation of responsibilities
in this section of the draft financial policies resolved accordingly.

3a(1k). Procedures (General)
The names and current titles of individuals at each station serving as Business
Managers, MEMSYS Managers, Development Directors, and Development Managers are
to be identified at the Operations Group meeting scheduled for the July PNB
meeting, and any ambiguities with respect to the allocation of responsibilities
in this section of the draft financial policies resolved accordingly.

3a(1l). Procedures (Stock Donations)
Clarification was requested to indicate when stock donations would be booked as
income and whether they would be categorized as Listener Support Income subject
to Central Services assessment, particularly if restricted. A separate similar
section may be needed to document policies on investment accounts. It was
requested that the acronyms used in this section be spelled out and suggested
that explaining the handling of an example stock donation might be a good

3a(1m). Central Services
There was a request for improved clarity in the provided explanation of bank
reconciliation with General Ledger and MEMSYS records. References to the
section on bank reconciliations and a new payables section detailing how
pledges and payments are processed by each system might suffice. The CFO is
requested to develop a timeline for personnel training on new standardized
financial procedures for presentation to the PNB Finance Committee at its July
meeting and/or to the Finance/Operations meeting at the July PNB meeting.

3a(2). Disbursements & Accounts Payable
The PNB Finance Committee should consider working out a job description for LSB
Treasurers, outlining their duties, authorities and responsibilities. Some
clarification is needed from the PNB Finance Committee on the interaction
between Business Managers, LSB Treasurers, and LSB Finance Committees, but
guidelines should be sufficiently flexible to avoid "fixing" a local
relationship when it is not broken.

3a(2a). Introduction

3a(2b). Policy
There was a request to spell out the NTIA acronym.

Carol Wolf left the call at 10:10 pm EDT.

LaVarn Williams surrendered the chair to Nia Bediako at 10:15 pm EDT.

3a(2c). Legal
It was suggested that it be emphasized that the National Office rather than
local stations are to handle all legal matters, perhaps by starting this
section with a simple statement to that effect.

3a(2d). Health Benefits

3a(2e). Central Administrative Services (see the Revenue and Receipts chapter)

3a(2f). Stringers
It was suggested that the policy manual include independent contractors other
than stringers and mention Employer ID numbers as well as Social Security
numbers, for when a firm rather than an individual is contracted to do work. A
brief explanation of the IRS distinction between employees and independent
contractors might also be considered for inclusion.

3a(2g). Payroll
The CFO clarified that the Payroll Manager is a National Finance Office

3a(2h). Petty Cash
The item 10 reconciliation to "Cash Management" should be clarified to indicate
how the reconciliation is to be recorded in the cashbook.

3a(2i). Pacifica Travel Policies and Procedures
These policies and procedures will be included in the draft, but were not
discussed in the meeting.

The teleconference was adjourned without objection to a time certain of
Tuesday, July 10, 2007, beginning at 8:00 pm EDT.

Respectfully Submitted,

Terry Goodman, PNB Finance Committee Secretary
Jamie Ross, PNB Audit Committee Secretary
(These minutes have not been approved)