Pacifica National Board
Finance Committee Meeting - January 23, 2008


A meeting of the PNB Finance Committee was convened at 5:46 pm PST on January
23, 2008 by Chair LaVarn Williams with Terry Goodman serving as Secretary Pro-
Tem. Minutes were approved for the meetings of 12/10/07 and 1/17/08.


Present: Dave Adelson, Baruti Bediako, Brian Edwards-Tiekert, Lonnie Hicks,
Sandra Rawline, Summer Reese, LaVarn Williams.
Absent: Jane Gatewood, Alberto Luera, Berthold Reimers.
Also Present: Terry Goodman

1) Welcome New Members and Nominate Secretary Pro Tem (5 minutes)
2) Roll Call (5 minutes)
3) Approval of Minutes (5 minutes)
5) Next Meeting (5 minutes)
4) CFO Report (60 minutes)
a. WBAI Work Group Report & Recovery Plan
b. Income & Expenses, YTD Actual vs. Budget - All Units
c. Audit Status
5) Next Meeting (5 minutes)
6) New Business (15 minutes)
7) Adjournment
** Times are for guidance only **

1. Welcome New Members and Nominate Secretary Pro Tem
The Chair welcomed Summer Reese onto the Committee and announced that Reese had
replaced Goodman as KPFK Treasurer.

Motion from Williams that Terry Goodman is invited to remain on the call and
shall serve as Secretary Pro-Tem for the meeting.
Motion passed with no objections.

2. Roll Call & Approval of Agenda
The agenda (as amended on the motions of several members) was approved without
objection on the motion of Edwards-Tiekert at 5:52 pm.

3. Approval of Minutes
The minutes of the PNB Finance Committee meetings of 12/10/07 and 1/17/08 were
approved without objection on the motion of Rawline at 5:53 pm.

4. CFO Report
The CFO report began at 5:54 pm PST.

4a. WBAI Work Group Report & Recovery Plan
Oral reports were heard from Hicks, Bediako, and Williams. The group has had
several meetings discussing improving fulfillment, reducing costs, and further
developing the recovery plan. It is expected that planning could be improved by
utilizing an independent nonprofit consulting firm to conduct an operational
audit examining staff, management, and fund-raising issues. Compass Point in
California was contacted and recommended finding a firm local to WBAI. Initial
discussions with Alysa Baraka of Nonprofit Connections have been positive, with
recognition of the need to obtain buy-in by stakeholders and the potential
identified of obtaining grant funding for strategic planning.

WBAI is currently operating at an annual deficit of $200k to $250k and has
accumulated a deficit of $375k to $400k. A $169k donation that was held in an
investment account (and may be down to $150k from stock market losses) has been
recategorized for general use with donor consent. Its first and best use
should be discussed. WBAI's new General Manager (Tony Riddle), who was a
candidate for Foundation Executive Director, has experience in organization
turn-around and is key to recovery planning and implementation. If WBAI's
January drive performs poorly, a budget shortfall in April impacting payroll is
a foregone conclusion. The 5% overall salary reduction initially ordered by
the PNB has not been implemented due to subsequent resolutions of the PNB.
Recovery is impeded by divisions among staff, the LSB, and the PNB that all
work to veto plans. Success in recovery will require competent local
management, cooperation from station staff, an active Finance Committee
workgroup, a more unified national board, and outside expertise drawn from the
local community.

The Workgroup should continue and should be reconstituted by the Finance
Committee in the new term, if necessary. Williams is expected to be replaced
as Foundation Treasurer but has offered to continue her involvement in the

Motion from Hicks (as amended on the motions of Bediako and Adelson) that the
WBAI Recovery Workgroup of the PNB Finance Committee shall make semi-monthly
reports by email to the members of the PNB Finance Committee and the Pacifica
National Board on its progress, including but not necessarily limited to
comments from the Executive Director, the WBAI General Manager and the WBAI LSB
Motion passed with no objections at 8:15 pm.

There was additional discussion regarding the identification and communication
of goals and timelines, progress monitoring, and the clarification of
consequences for implementation failures. Further discussion on these points
was postponed to the next committee meeting, when the workgroup may have
proposals in these areas and at which additional motions regarding the
workgroup will be in order.

4b. Income & Expenses, YTD Actual vs. Budget - All Units
The CFO distributed by email to committee members and the PNB in advance of the
committee meeting the September 2007 Preliminary Audit Report dated 1/17/08,
September '07 Foundation Income Forecast, October '07 Foundation Income
Forecast, November '07 Foundation Income Forecast, Pacifica Foundation 15 Year
Financial History, Pacifica Foundation 1990-2006 Arbitron Data, September '07
Balance Sheet, October '07 Balance Sheet, November '07 Balance Sheet, FY'07
Asset Summary, and Draft Financial Statements and Notes for FY 2007. Hicks
will additionally prepare an annotated balance sheet for the PNB meeting.

The WPFW Gala was a success, bringing in $250k and a attracting a $1M grant.
Similar galas around the 35th anniversary of PRA, the 60th anniversary of
Pacifica, and the 50th anniversary of KPFK should be planned. A gala being
planned for WBAI in September could bring in needed revenue, but this comes
after the projected crisis in April.

The Foundation had about $250k in legal costs in FY'07 and can anticipate
similar costs in FY'08.

The National Office received a $200k bequest and has fully or partially offset
a shortfall in projected income from direct mail solicitations by reducing
mailing expenses.

Motion from Hicks (as amended on the motions of Adelson and Edwards-Tiekert)
that all Pacifica units shall hold their total operating expenses to at or
below FY'07 levels in FY'08, unless waivers are approved by the CFO and the
Executive Director after notice with supporting documentation to the PNB
Finance Committee. This policy does not supersede spending levels already
approved by the Pacifica National Board in FY'08 budgets or existing board
policy requiring formal budget adjustment for major variances.
Motion passed with no objections at 8:13 pm.

Motion from Hicks that the PNB Finance Committee shall review the Pacifica
Radio Archives and National Office budgets, incorporating input from the
Executive Director, at a committee meeting to take place on or before March 26,
Motion passed with no objections at 8:18 pm.

4c. Audit Status
A preliminary audit report was sent by email and will be included in board
packet for the PNB meeting. The CFO will send an Audit draft to all board
members on 1/24/08, and a final version including two additional notes will be
made available at the PNB meeting on Saturday.

5. Next Meeting
Motion from Williams (as amended on the motion of Hicks) that the PNB Finance
Committee shall hold a regular teleconference meeting on Tuesday, February 26,
2008, beginning at 8:30 pm EST.
Motion passed with no objections.

6. New Business
Adelson, who is leaving the Committee, suggested that the CFO or the Committee
establish a blog to consolidate and organize Foundation financial information
and allow follow up on motion implementation, but did not present this as a
formal resolution. Goodman will distribute to committee members a work-in-
progress compilation of Finance Committee Motions and Dispositions.

7. Adjournment
The Chair declared the meeting adjourned at 8:30 pm PST.

Terry Goodman, Secretary Pro-Tem
(These minutes have not been approved.)