Pacifica National Board Meeting
January 4, 2009
Minutes

1. Sherry Gendelman called the meeting to order at 8:09 PM EST.

The roll was called. The following members were present:
|Grace Aaron |Mike Martin |Jack VanAken |
|Nia Bediako |Efia Nwangaza |Joe Wanzala |
|Evelyn Bethune |Sarv Randhawa |Yosh Yamanaka |
|Carolyn Birden |George Reiter |Lonnie Hicks |
|Acie Byrd |Rob Robinson |Dan Siegel |
|Kathryn Davis |Jamie Ross |Donna Niemann |
|Zaccai Free |Wendy Schroell | |
|Sherry Gendelman |Bonnie Simmons | |
|Ambrose Lane |Lori Taguma | |
| | | |


The following member was absent:
Margaret Prescod

2. Approval of agenda.
Mike Martin moved to approve the agenda
Yosh Yamanaka asked to move bylaws amendments up to the position between the
audit committee and the financial update.
Motions were made to move elections committee report, acknowledgements; and
schedule executive session for personnel matters to be discussed before the
financial update.
The motions were approved with no objection.
The agenda was approved with no objection.

3. Approval of Minutes
A motion was made to approve the minutes. Motion was seconded and approved with
no objection.

4. January meeting

5. Bylaws amendments
Yosh Yamanaka moved that item #1 be amended as follows:

1. APPOINT AND SUPERVISE A NATIONAL ELECTION SUPERVISOR ("NES") AND
[a]ppoint, supervise, and pay a Local Election Supervisor ("LES") at
each of five station signal areas: Berkeley, CA, Los Angeles, CA, New
York, NY, Washington D.C., Houston, TX. (Pacifica will reimburse you
for reasonable hourly wages paid to the five LESs.)
[THE NATIONAL ELECTION SUPERVISOR AND LOCAL ELECTION SUPERVISORS
SHALL CARRY OUT ALL RESPONSIBILITIES ASSIGNED TO THOSE POSITIONS BY
THE PACIFICA BYLAWS. FOR EXAMPLE, THE NES SHALL SUPERVISE THE
NOMINATION PROCESS AND CERTIFY THE "FAIRNESS" OF THE ELECTION, AND
[E]ach Local Election Supervisor will verify and certify eligibility for
candidates in two categories (Listener-sponsor or Staff) for the five signal
areas. EACH LES SHALL also assemble a pamphlet with statements from all
verified candidates fOR that LOCAL station BOARD.]

Dan Siegel offered the following substitute motion and Yosh Yamanaka accepted
this substitute to replace his original motion:

The following motion was passed by the Pacifica National Board on January 4,
2009:

Resolved, the Pacifica National Board approves in principal the proposal by its
Elections Committee to amend the wording of the request for proposals to
conduct the 2009 Local Station Board elections and delegates to the Elections
Committee, Chief Financial Officer, and Foundation Counsel the development of
the precise language of the request.

The motion was seconded and passed with no objection.

Dan Siegel informed the board that the Board is required to maintain copies of
the Bylaws as amended with the Attorney General, the California Franchise Tax
Board and the IRS. Lonnie Hicks agreed to do this and to report back in two
weeks time.

6. Executive Session.
Mike Martin moved to hold Executive Session on January 11 at 5pm for two hours.
Seconded and passed, as only one person was unable to make this date, and
three people could not make it on the 9th.

7. Acknowledgment:
George Reiter moved to have five minutes of acknowledgment at the beginning of
each meeting. Seconded and passed with no objection.

8. Audit committee report.
Motion to extend the discussion for 10 minutes passed with no objection.

Grace Aaron moved to refer the report to the Governance Committee for review.
Motion passed 10 in favor, 8 against, as follows:
In favor: Grace Aaron, Carolyn Birden, Kathryn Davis, Efia Nwangaza, George
Reiter, Rob Robinson, Jamie Ross, Wendy Schroell, Joe Wanzala, Yosh Yamanaka.
Opposed: Nia Bediako, Evelyn Bethune, Acie Byrd, Zaccai Free, Mike Martin,
Bonnie Simmons, Lori Taguma, Jack VanAken.
Nia Bediako stated for the record that she completely disavows the action taken
by the Pacifica National Board. Evelyn Bethune stated that she agrees with
that position.



9. Financial Update

Jack VanAken moved to report publicly on the decision-making process regarding
the use of the LA property for collateral, asking for unanimous consent.
The motion was seconded and passed with no objection.

Jack VanAken made the following motion:

1) That the PNB approve the loan.
2) That foundation management not be permitted to spend the loan monies on any
unbudgeted project without prior board approval.
3) That the PNB reaffirm its existing policy of not approving any resolution
that creates additional expense for the foundation until a financial impact
statement identifying the cost of the resolution, a source of funding, and the
expenditure's impact on the network's financial position has been produced by
staff and reviewed by the NFC.
4) That the PNB direct the CFO to identify spending cuts the PNB can authorize
to accelerate repayment of the loan.
5) That the PNB direct the CFO, NFC, GMs and LSBs to generate specific
timelines, cost estimates, and revenue goals for any revenue-generating
projects (e.g., direct mail campaigns) they propose to fund with loan monies
and use those projects, along with spending cuts, to accelerate repayment of
the loan to such a degree that it has no outstanding balance (balloon) in ten
years.
6) That the CFO work with local management at any financial unit still
generating a deficit to implement further cuts to bring those units into
balance.
7) That the NFC and CFO immediately review the status of all budgets passed by
the PNB in September and report budgetary compliance to the PNB. That all units
be directed to make prompt payment of central services assessments a top
priority.
8) That the National office be required to make prompt disbursals of CSG monies
to the stations, and not defer payments.

Kathy Davis offered a replacement motion to adopt the motion passed by the KPFK
LSB noting the mission statement clause that Pacifica shall be as nearly self-
sustaining as possible, in the absence of an Executive Director all Pacifica
station managers coordinate with each other to hold an immediate on-air
emergency fund drive to raise the financial short-fall via the traditional
method, etc.

Grace offered to make an amendment.

George Reiter offered an amendment to Kathy Davis's motion, that the CFO
should levy the stations' reserves. Motion was seconded.
Since there were two motions on the floor, the Chair ruled that Jack VanAken's
motion be voted on first.
Bonnie Simmons offered amendments to it as follows: to preface it to say "as we
are currently operating with no Executive Director" etc.
She further suggested removal of number 8 : "That the National office be
required to make prompt disbursals of CSG monies to the stations, and not defer
payments." and that number 7 be split into two separate items.
Nia Bediako seconded that motion.

Motion to extend the discussion by ten minutes was accepted.

Bonnie Simmons called the question of Jack VanAken's motion.

George Reiter made a point of order challenging the ruling of the chair
regarding the order of consideration.
The chair overruled the point of order.
George Reiter appealed the ruling of the chair.
The ruling of the chair was overturned 10 in favor, 8 against with 1 abstention
as follows:
Against: Grace Aaron, Carolyn Birden, Kathy Davis, Zaccai Free, Efia
Nwangaza, George Reiter, Rob Robinson, Jamie Ross, Joe Wanzala, Yosh Yamanaka,

In favor: Nia Bediako, Evelyn Bethune, Acie Byrd, Ambrose Lane, Mike Martin,
Bonnie Simmons, Lori Taguma, Jack VanAken.
Abstain: Wendy Schroell

Vote was taken on George Reiter's motion regarding levy on stations' reserves.
The motion failed 9 in favor, 9 against, 1 abstention.
In favor: Grace Aaron, Carolyn Birden, Kathy Davis, Zaccai Free, Efia
Nwangaza, George Reiter, Rob Robinson, Joe Wanzala, Yosh Yamanaka.
Against : Nia Bediako, Evelyn Bethune, Acie Byrd, Ambrose Lane, Mike Martin,
Wendy Schroell, Bonnie Simmons, Lori Taguma, Jack VanAken.
Abstention: Jamie Ross

Kathy Davis's motion on emergency on-air fund drive failed by 10 in favor, 10
against, as follows:

In favor: Grace Aaron, Carolyn Birden, Kathy Davis, Zaccai Free, Efia
Nwangaza, George Reiter, Rob Robinson, Jamie Ross, Joe Wanzala, Yosh Yamanaka
Against : Nia Bediako, Evelyn Bethune, Acie Byrd, Ambrose Lane, Mike Martin,
Bonnie Simmons, Wendy Schroell, Lori Taguma, Jack VanAken, Sherry Gendelman.

Bonnie Simmons's amendment to preface the proposal to say "as we are currently
operating with no Executive Director" ; to remove number 8 and split number 7
passed by
8 in favor, 7 against, 4 abstentions as follows:.

Against: Grace Aaron, Zaccai Free, Efia Nwangaza, Rob Robinson, Jamie Ross.
Wendy Schroell, Joe Wanzala
In favor: Nia Bediako, Evelyn Bethune, Acie Byrd, Ambrose Lane, Mike Martin,
Bonnie Simmons, Lori Taguma, Jack VanAken,
Abstentions: Carolyn Birden, Kathy Davis, George Reiter, Yosh Yamanaka

:

Vote on the Main Motion by Jack VanAken to accept the loan, etc. failed by 10
against, 9 in favor.
Against: Grace Aaron, Carolyn Birden, Kathy Davis, Zaccai Free, Efia
Nwangaza, George Reiter, Joe Wanzala, Yosh Yamanaka, Rob Robinson, Jamie Ross.
In favor: Nia Bediako, Evelyn Bethune, Acie Byrd, Ambrose Lane, Mike Martin,
Bonnie Simmons, Lori Taguma, Jack VanAken, Wendy Schroell

The meeting was adjourned at 11PM EST.