Pacifica National Board Meeting<br />
                            Sunday, February 1, 2009<br />
                                     Minutes<br />
                            (Approved Feb. 20, 2009)<br />
<br />
The meeting was called to order at 8:40 am.<br />
The secretary called the roll.<br />
<br />
The following members were present:<br />
|Grace Aaron            |Sean Casey O'Brien     |Dan Siegel, PNB Counsel       |<br />
|David Beaton           |Leslie Radford         |                              |<br />
|Nia Bediako            |Sandra Rawline         |Donna Niemann, Interim        |<br />
|Carolyn Birden         |George Reiter          |Secretary                     |<br />
|Jim Brown              |Jamie Ross             |                              |<br />
|Acie Byrd              |Rico Ross              |                              |<br />
|Kathryn Davis          |Wendy Schroell         |                              |<br />
|Sherry Gendelman       |Bonnie Simmons         |                              |<br />
|Luzette King           |Andrea Turner          |                              |<br />
|Efia Nwangaza          |Joe Wanzala            |                              |<br />
|                       |Susan Young            |                              |<br />
<br />
Luzette apologized, for the record,  for being late to the meeting.<br />
<br />
The secretary was asked to read the motion passed in executive session on<br />
January 31 as follows:<br />
Be it resolved that the PNB appoints LaVarn Williams to act as iCFO effective 1<br />
Feb 2009 at the same salary rate paid previous CFO plus medical benefits,<br />
provisional on verification of references and background checks.<br />
<br />
Miss Williams introduced herself in a brief statement.<br />
<br />
Motion to table the issue regarding member eligibility, when they change<br />
status.<br />
Motion passed by a show of hands, 10 in favor<br />
<br />
Motion to table strategic planning discussion.<br />
Move to table passed with no objection<br />
<br />
I.    Election of PNB officers and committee<br />
<br />
   1. Election of Chair<br />
<br />
<br />
   The following members were nominated:<br />
      Grace Aaron<br />
      Jim Brown<br />
<br />
<br />
      Candidates made statements and responded to questions from the PNB<br />
Leslie Radford  made a motion to open the floor to questions to from the<br />
public, allotting  two minutes to each speaker.  There was no objection.<br />
<br />
      At time, Leslie Radford made a motion to extend public comment by 12<br />
minutes to allow the remaining people on the list to speak.  The public<br />
continued their comments.<br />
The election was held  by anonymous ballot.<br />
<br />
The election supervisor passed out ballots, collected them, and tallied the<br />
votes for committees.  The results were announced as follows:<br />
<br />
Grace Aaron 12<br />
Jim Brown 8<br />
Susan Young (write-in) 1<br />
<br />
Grace Aaron took over the meeting as chair.<br />
<br />
   2. Election of vice chair<br />
      Efia Nwangaza nominated Joe Wanzala<br />
      Sherry Gendelman nominated Jim Brown<br />
<br />
<br />
The candidates took questions from the PNB for 20 minutes.<br />
A motion to extend by 10 minutes was made by Susan Young.<br />
Luzette King made a substitute motion  to extend for 5 minutes.<br />
The substitute motion passed by a vote of  10 to 5.<br />
A motion was made to extend by two minutes so that one candidate could respond<br />
to a question.<br />
<br />
The election supervisor tallied the votes for committees.  Results were<br />
announced as follows:<br />
<br />
Joe Wanzala 12<br />
Jim Brown 7<br />
Susan Young (write-in) 1<br />
No preference 1<br />
<br />
   3. Election of Secretary<br />
<br />
<br />
The interim secretary was asked if she was interested in continuing as<br />
secretary; she declined.<br />
Effia Nwangaza offered to serve as secretary pro tem, and it was agreed that<br />
she would do so.<br />
<br />
A break was called to allow the members to propose their preferences for<br />
committees.<br />
<br />
The chair called the meeting back to order and asked Jamie Ross to read from<br />
the by-laws, article 8 section 2 and section 3.  He did so.<br />
<br />
<br />
The chair acknowledged receipt from Acie Byrd  of a sealed complaint that needs<br />
to be dealt with in executive session.<br />
<br />
   4. Committees<br />
<br />
George Reiter moved to allow as many pnb members on a committee as would like<br />
to be, trusting the good judgment of the members not to over-commit.<br />
<br />
Luzette King made a substitute motion to restrict  membership to one director<br />
per committee.  Motion passed by a show of hands, 14 in favor, 1 against, 2<br />
abstentions.<br />
The chair extended by two minutes to continue discussion.<br />
<br />
Carolyn Birden made a motion to allow runners-up to be the alternates.<br />
Susan Young objected to the motion.<br />
Shawn Casey O'Brien made a motion to table the discussion. Seconded.   No<br />
objection.<br />
<br />
The election supervisor was given 15 minutes to tally the votes for committees.<br />
<br />
In the meantime discussion was held to resolve the question of alternates.<br />
<br />
Susan Young moved that once a single PNB director is elected per station, at<br />
that time directors may identify themselves to serve as alternates and be<br />
accepted by the body.  No objection.<br />
<br />
Nia Bediako said that she would like to be the alternate on the committees to<br />
which she was not elected.<br />
<br />
The chair asked for a short agenda in the interim.<br />
The following suggestions were made:<br />
<br />
        1. Sandra Rawline had five motions.<br />
        2. Leslie Radford had one motion.<br />
        3. Susan Young:  IED; legal transition, strategic planning, referring<br />
           confidentiality to the governance committee<br />
        4. Shawn O'Brien said we should memorialize all legal and financial<br />
           items voted on by the board.<br />
        5. Carolyn Byrd had a motion: to begin an immediate search for an HR<br />
           director and put out a job description.<br />
        6. Ricco Ross thanked all those who helped facilitate the meeting.<br />
        7. Ricco Ross asked to refer item 2 to the finance committee.   He<br />
           withdrew the motion on Leslie's suggestion.<br />
        8. Sherry moved for 20 minutes of public comment.  Seconded. No<br />
           objection.<br />
<br />
<br />
Bonnie Simmons said a 2/3 vote is required to limit time.   George Reiter said<br />
that is not the case for setting an agenda.<br />
<br />
<br />
      1.    Sandra Rawline offered five motions:<br />
<br />
<br />
a. Bank Signatory<br />
Whereas there is no authorized signatory on PNB NO bank accounts.<br />
<br />
Be it resolved that the authorized signatories for Pacifica Foundation N.O.<br />
bank accounts include the following: Interim CFO LaVarn Williams and Vice Chair<br />
Joe Wanzala, that  all previous, signatories be removed.  this will occur no<br />
later than 3 February 2009.<br />
<br />
Seconded by Susan Young.<br />
Effia  Nwangaza offered amendment to include the Chair.<br />
Carolyn Birden proposed an amendment  that all Pacifica accounts require two<br />
signatures, and three signatories.<br />
Wendy Schroell spoke against the amendment.<br />
George called the question.  Objection.<br />
Vote on calling the question passed 14 in favor, 2 against.<br />
The amendment failed 11 in favor, 5 against,  2 abstentions.<br />
<br />
Vote on Effia's amendment to add the Chair as signatory.<br />
Leslie offered amendment to read all national office bank accounts require the<br />
signature of 2 of the 3 signatories.  The amendment was approved by a show of<br />
hands.<br />
<br />
The amendment to include the Chair as signatory passed with no objection.<br />
Bonnie Simmons proposed an amendment to change 'previous signatories" to "prior<br />
employees"<br />
Motion to extend by five minutes passed by 12 to 5.<br />
<br />
Bonnie Simmons's amendment failed 8 against, 6 in favor 2 abstentions.<br />
<br />
Main motion passed 13 to 4, as amended:<br />
<br />
Be it resolved that the authorized signatories for Pacifica Foundation N.O.<br />
bank accounts include the following: Interim CFO LaVarn Williams, Chair Grace<br />
Aaron and Vice Chair Joe Wanzala and that all national office bank accounts<br />
require the signature of 2 of the 3 signatories and that  all previous,<br />
signatories be removed.  This will occur no later than 3 February 2009.<br />
<br />
<br />
   b. Job Postings and Hiring of Pacifica Foundation Management and Professional<br />
      team.<br />
   Whereas the Pacifica Foundation is required to have an Executive Director and<br />
   CFO and whereas the Pacifica Foundation would benefit from the services of a<br />
   Human Resources Director and General Counsel.<br />
<br />
<br />
   Be it resolved that the personnel committee provide recommendations for   PNB<br />
   review  and approval of job descriptions not approved in  a prior term and<br />
   for posting of said positions. for vetting, review and interview process to<br />
   bring forth a qualified selection for PNB review, interview and hiring of<br />
   these positions within the next 90 days.<br />
   Be it further resolved that all employments are subject to verification of<br />
   references and background checks and that salaries will be negotiated as to<br />
   qualifications and experience.<br />
<br />
<br />
   Leslie Radford  proposed an amendment to add "Job descriptions not approved<br />
   in the prior term". No objections.<br />
   Shawn called the question. One objection.  Vote on calling the question - 11<br />
   in favor 6 opposed.   Motion to end debate failed.<br />
   Susan Young moved  as follows:<br />
   Be it resolved that the personnel committee provide recommendations for   PNB<br />
      review and approval of job descriptions not approved in  a prior term and<br />
      for posting of said positions.<br />
   Sherry Gendelman seconded.<br />
   Sherry Gendelman reserved her comments till main motion.<br />
   Sandra Gendelman offered substitute motion:<br />
<br />
<br />
   Job Postings and Hiring of Pacifica Foundation Management and Professional<br />
   Team<br />
<br />
<br />
   Whereas the Pacifica Foundation is required to have an Executive Director and<br />
   Chief Financial Officer and whereas the Pacifica Foundation would benefit<br />
   from the services of a Human Resources Director.<br />
   ~Be it resolved that the Personnel Committee be directed to review job<br />
   descriptions / requirements not approved in the prior term, for the above<br />
   stated positions and present final proposed / recommended job descriptions to<br />
   PNB for review and posting of said positions for vetting, review and<br />
   interview process to bring forth a qualified selection for PNB review,<br />
   interview and hiring of these positions within the next 90 days.<br />
<br />
<br />
   Be it further resolved that all employments are subject to verification of<br />
   references and background checks and that salaries will be negotiated as to<br />
   qualifications and experience.<br />
<br />
<br />
   Susan Young seconded substitute motion<br />
   Shawn Casey O'Brien called the question.   Question was called 19 to 1.<br />
   Sandra read the substitute motion again.<br />
   The substitute motion passed 18 to 2.<br />
<br />
<br />
   The Election Supervisor returned and distributed ballots for the committee<br />
   election.<br />
<br />
<br />
<br />
Nia Bediako asked to take up the question of rescinding the resignation of Dan<br />
Siegel as counsel.<br />
<br />
<br />
<br />
<br />
        9. Leslie Radford made the following motion.:<br />
<br />
<br />
      If there is no alternative to paying the current debt, any new loan must<br />
      be negotiated under the following conditions:<br />
           a. The PNB shall obtain from the National Office and shall publish<br />
              and provide each LSB with a detailed line item statement<br />
              specifying the current debt; and that any new loan be used solely<br />
              to pay that debt.<br />
           b. The PNB shall direct all units to make cost reductions in order<br />
              to make Pacifica's financial situation sustainable including<br />
              staff reductions.<br />
           c. The National Office shall publish an accountable repayment plan.<br />
Luzette seconded.<br />
Jamie Ross moved to refer to Finance Committee, seconded by George Reiter.<br />
Objection.<br />
Motion to refer passed 14 in favor, 2 against, 2 abstentions.<br />
<br />
BREAK FOR 7 MINUTES FOR PUBLIC COMMENT<br />
<br />
The election supervisor announced the committee members (see attached).<br />
<br />
<br />
<br />
George Reiter moved to meet by teleconference at 8pm on Sunday February 8.  The<br />
chair agreed to send out a notice with as many agenda items as possible.<br />
Susan had recommendations for agenda items:<br />
<br />
      The above items<br />
      Committee reports<br />
      Alternate committee members.<br />
<br />
Chair indicated that she has a list of agenda items which she will distribute.<br />
The meeting was adjourned at approximately 2 pm.<br />
<br />
<br />
<br />