I.Call to Order/ Opening Business. 

PNB Chair Grace Aaron called meeting to order at 8:05 pm (ET). O’Brien served as time keeper.

Roll Call/ Quorum. 

Recording Secretary Richard Uzzell called the roll and a quorum was established.    

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O’Brian, Carolyn Birden, Leslie Radford, Wendy Schroell, Joseph Wanzala, Susan Young, Jim Brown, David Beaton, Efia Nwangaza, Luzette King

Arrived Late: Andrea Turner, Kathy Davis, James Ross, Acie Byrd

Absent: Sandra Rawline, Ricco Ross

Also Present: LaVarn Williams, Interim CFO; Les Radke, National Elections Sup.

Agenda Approval.  

Chair asked if there were any additions or changes proposed for the Agenda.  Wanzala moved to have eligibility of Campbell Johnson membership to PNB to 1st item of Governance Committee; HNO, Approved.  Wanzala moved to place motion now at Unfinished Business re: Collaborative Involvement to last item at governance; HNO, Approved.  Bediako moved to give Report from NES 15 minutes; HNO, Approved.  Reiter moved to add 5 minutes to Governance; HNO, Approved.  O’Brian moved to remove Gaza Motion because it is no longer timely; HNO, Approved.  Simmons moved to add 2 minutes just before the NES Report for KPFA Recall Question; HNO, Approved.  Agenda [as amended] Approved.  

Minutes Approval. 

Bediako moved to postpone the approval of the Minutes.  Motion Failed by a vote of 6-7-1.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Andrea Turner, Leslie Radford, Jim Brown

No: George Reiter, Shawn O’Brian, Carolyn Birden, Wendy Schroell, Joseph Wanzala, David Beaton, Efia Nwangaza

Abstain: Susan Young

Present Not Voting: Grace Aaron

6-7-1    Failed.

Reiter moved to approve Minutes for June 7, Open Teleconference. 

Motion Approved with 7 abstaining (Gendelman, Simmons, Young, Byrd, Brown, Bediako and Radford).

Consent items.  None.

II. Acknowledgements.

** Otis Maclay and Jon Almeleh for Updating the Pacifica Website. (by Reiter.)
** KPFT’ LES, Ann Shaw for her fine work and the “major” new programming changes to go into effect July 22, 2009. (by Young.)
** Sheryl Flowers, KPFA and the Communication Director for the Tavis Smiley Group, “who was very active in the media campaign informing the media about the lockout at KPFA in 1999 and the attempt to subvert any democratic process in the selection of the National Board, made her transition in June of this year.” (by Williams.)
** WPFW “iGM Gregsby Hubbard is doing very well.” (by Brown.)
** Lemlem Rijio, KPFA, KPFK for Calif. statewide news program. (by Gendelman.)

Wanzala assumed the Chair.
 
iED Report. 

IED Grace Aaron gave report.  [Audio available at kpftx.org]

IV. iCFO Report. 

ICFO LaVarn Williams gave report.  [Audio available at kpftx.org]

V. KPFA Recall Election. 

IED Grace Aaron reported that the Election Supervisor for that election is being replaced.  The ballots for that election will not be going out July 15 as earlier planned and a new date will be announced.

Aaron re-assumed Chair.

VI. National Election Supervisor Report.

NES Les Radke gave report. [Audio available at kpftx.org]

Bediako moved  that the NES is requested to seriously consider extending the record and nomination dates at WBAI to 7/29 and at WPFW to at least 8/5, and to cause a copy of this motion to be posted prominently on the front page of the websites of the affected stations, and to be recorded for frequent airing along with new carts with corrected information – all of which should be voiced by persons others than those who conveyed the inaccurate information so as to increase the likelihood that those hearing these announcements will easily recognize them as new.

Chair ruled the motion out of order because the PNB has no jurisdiction over the election.  Bediako challenged the ruling of the Chair.  Time expired.  Radford moved to extend for 5 minutes.  Motion (needing 2/3) Failed by a vote of 9-8. 

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Andrea Turner, Leslie Radford, Susan Young, James Ross, Jim Brown, Acie Byrd

No: George Reiter, Shawn O’Brian, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Efia Nwangaza, Luzette King

Present Not Voting: Grace Aaron

9-8 (Needed 2/3) Failed.

Motion challenging the Chairs Ruling Failed by a vote of 9-7-2.

["Shall the ruling of the chair be sustained?"]

Yes: George Reiter, Shawn O’Brian, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, David Beaton, Efia Nwangaza, Luzette King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Andrea Turner, Leslie Radford, Jim Brown, Acie Byrd

Abstain: Susan Young, James Ross

Present Not Voting: Grace Aaron

9-7-2    Chair Sustained.

Another motion was proposed to extend time.

Reiter called Point of Order re: time extension already voted on and it failed, can’t re-address. 

Chair sustained.

VII. Committee and Working Groups Reports.  [Audio available on kpftx.org]

Coordinating. 

Committee Chair Wendy Schroell reported that the July 24-26 2009 In-Person Meeting, would be at the Beetman Tower Hotel and will begin at noon July 24, 2009.

Finance. 

Committee Chair James Ross reported four main areas that the committee was addressing. Most stations (except KPFT) are not progressing as they should toward FY 2010 Budget preparations and they ask that this improve.
Approved NFC Motion:  The NFC approves in principle the renewal of the Wells Fargo line of credit in the amount of $300,000 if it is secured by restricted National Office assets rather than KPFA’s unrestricted cash.  The NFC request (1) that the CFO provide a written description of the assets to be used as collateral and (2) that our corporate counsel provide a written opinion on the appropriateness of use of these assets as collateral for a line of credit.  Also, the committee feels securing this line of credit should first be approved by the PNB.

Cash Flow:  The NFC reviewed a revised forecast that was provided by the national office.  Thanks to the iCFO and the staff for the report.  The picture painted by the report is not good.  The recent cash flow documents shows a network wide projection of only $785,000 cash on hand as of FY’09 end September 30th; and this would only cover some 3 weeks expenses.  Also three stations (KPFK, WPFW and WBAI) will have no cash available at the end of the year, which violates the PNB Standing Policy of all stations have a minimum of one month surplus at the end of the year.  The National Office projects a $347,000 cash deficit at the end of the FY.  KPFA and KPFT are the only ones with a projected surplus at the end of the FY.  The committee has discussed three options to meet this deficit: (1) real estate backed loan, (2) increased fund drive days and (3) pay-off from better programming; but no resolution decided thus far.

Reviewed Profit and Loss Statement provided by iCFO and staff.  The network, as a whole, through June 1st was running a $26,000 deficit, with a projected $1 Million short fall from budgeted amounts.  4 of 5 stations are behind budget estimates.  KPFT is the only one that has met budget targets; however, amount to National Office is lacking.

Revenues are down while staff expenses are still well over required budget targets.

Schroell moved to extend for 5 minutes.  HNO, Approved.

Personnel.  None.

Archives Task Force. 

Motion brought by Task Force, that a 2-day fund drive in late November 2009 will be held for the Pacifica Archives that will have the participation of all 5 Pacifica stations.  Schroell moved approval.  Motion Approved with three abstentions (Gendelman, Simmons and Radford).

Affiliates Task Force. 

TF Chair Efia Nwangaza gave report.  [Audio available at kpftx.org]  Affiliates ask for more cross use of programming between Pacifica stations and Affiliates.  Working on “joint buy” resolutions, and better communication, including joint meetings.  Affiliates will be ask to attend PNB meetings.  Need to up-grade audioport.  Ask for 15 minutes be provided for Affiliates at the New York In-Person PNB Meeting.

Audit. 

Committee Chair Nia Bediako gave report and asked for the Auditor be brought on to the phone during the New York Meeting.  ICFO reported that she and her office have been speaking with the Auditor in preparation of next years Audit.

Governance. 

Brown/Byrd moved to seat Campbell Johnson on the National Board.  Discussion followed.  Wanzala moved to substitute by seating Billy Ray Edwards as WPFW representative.  Radford moved to postpone.  Motion to postpone Failed by a vote of 7-9-2. 

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Andrea Turner, Leslie Radford, Jim Brown, Acie Byrd

No: George Reiter, Shawn O’Brian, Carolyn Birden, Kathy Davis, Joseph Wanzala, James Ross, David Beaton, Efia Nwangaza, Luzette King

Abstain: Wendy Schroell, Susan Young

Present Not Voting: Grace Aaron

7-9-2    Failed.

Substitute motion re: Seating Billy Ray Edwards voted Approved, 9-8.

Yes: George Reiter, Shawn O’Brian, Carolyn Birden, Kathy Davis, Joseph Wanzala, James Ross, David Beaton, Efia Nwangaza, Luzette King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Andrea Turner, Leslie Radford, Susan Young, Jim Brown, Acie Byrd

Present Not Voting: Grace Aaron

9-8    Approved.

III. Next Meeting. 

July 24-26 In-Person Meeting in New York..

IV. Adjourned.

O’Brian moved to adjourn.  Hearing no objection, Adjourned at 10:35 pm.

Minutes Scribed and Prepared by:  Richard Uzzell, PNB Recording Secretary

Minutes Approved by the Pacifica National Board:


______________________        _________________
Witnessed By: Date:

I. Call to Order/ Opening Business. 

PNB Chair Grace Aaron called meeting to order at 8:37 pm (ET) as a continuation meeting from June 7, 2009. O’Brien was time keeper.

Roll Call/ Quorum. 

Recording Secretary Richard Uzzell called the roll and a quorum was established.     

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O’Brian, Sandra Rawline, Carolyn Birden, Andrea Turner, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, Jim Brown, David Beaton, Acie Byrd, Efia Nwangaza

Absent: Leslie Radford, Luzette King

Also Presnt: LaVarn Williams, Interim CFO

b. Agenda Approval.  

Chair stated the since this is a continuation meeting, the Agenda had already been Approved and that the meeting would start with Audit Committee.

Committee and Working Groups Reports.  [Audio available on kpftx.org]

Audit.  None.  Completed June 7, 2009.

Governance. 

Committee Chair George Reiter reported that the committee voted unanimously that “the iED should be compensated for her services” and referred that to the PNB.  He presented the following motions from committee.

1. Consent Item. 

The PNB requires that the LSB’s review the following proposed motion regarding the Community Advisory Boards, and provide feedback to the PNB by August 31, 2009 in the form of proposed amendments, revisions or critiques.  The PNB may proceed with consideration of this motion at any meeting subsequent to that date:

“WHEREAS the Pacifica Foundation is a current Corporation for Public Broadcasting grantee, and WHEREAS the Communications Act of 1934, 47 U.S.C. 396, et seq., dictates requirements for Community Advisory Boards (CABs) for Public Broadcasting grantees (see http://www.cpb.org/statins/certification/cpb_certification_req.pdf),

IT IS HEREBY RESOLVED THAT Minutes, attendance records and the names of the members of the CAB shall be posted on each Pacifica station web site respectively; and a document establishing annual programming goals for the station be produced by station management and submitted to the CAB for review; and the CAB shall produce an annual report advising the governing body of the station – the Local Station Board (LSB) – whether the programming and other policies of such station are meeting the specialized educational and cultural needs of the communities served by the station, making appropriate recommendations to meet such needs; and the CAB of each station shall comprise a minimum of 3 members.  Each LSB will develop a form to be posted on the station web site so that community volunteers can nominate themselves or be nominated.  No CAB member may serve more than two (2) consecutive two-year terms, or more than six years in total.  Nominations of the CAB membership shall be made to the LSB by self-nomination, Outreach Committee, Committee of Inclusion of the LSB or any current member of the LSB.  Those responsible for soliciting memberships shall consider soliciting a member representing organizations or stakeholders in the community that have an interest in Pacifica.  Each new member shall be appointed by a majority of the LSB for a term of two years.  The LSB shall strive to stagger CAB members to ensure continuity of action and leadership.  Each CAB member is subject to a maximum of three consecutive terms, with a minimum spacing of 4 years between non-consecutive terms.”

Motion re: Whistle Blower Policy w/ the understanding that posting in each state to include that state’s law. Motion that,

Be it resolved that the Pacifica Foundation’s Ethics Policy dated October 2005 be distributed to each employee, board member and volunteer unpaid staff member with a sign-off form stating the party has read and understood the policy.  The policy covers the reporting of ethics violations and in combination with the adherence to the California State Whistleblowers Act and the posting of same in all stations constitutes the Whistleblower policy of the Pacifica Foundation.

Byrd moved  to table.  Motion failed by a vote of 6 – 11.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Susan Young, Jim Brown, Acie Byrd

No: George Reiter, Shawn O’Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, James Ross, David Beaton, Efia Nwangaza

Present Not Voting: Grace Aaron

6-11 Failed.

Whistle Blower Policy Approved by a vote of 12-6.

Yes: George Reiter, Shawn O’Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, David Beaton, Efia Nwangaza

No:  Sherry Gendelman, Nia Bediako, Bonnie Simmons, Andrea Turner, Jim Brown, Acie Byrd

Present Not Voting: Grace Aaron

12-6    Approved.

3. Motion re: Sexual harassment training shall be made available at all times to Paid Staff, Unpaid Staff and LSB members and is required of Paid and Unpaid Staff.

Motion voted Approved, 14-0-3.

Yes: George Reiter, Nia Bediako, Shawn O’Brian, Sandra Rawline, Carolyn Birden, Andrea Turner, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, David Beaton, Efia Nwangaza

No: 0

Abstain: Sherry Gendelman, Bonnie Simmons, Jim Brown

Present Not Voting: Grace Aaron

14-0-3    Approved.

IED Grace Aaron reported that she had signed a contact with the Syncrio Co. that day (June 26), for a fee of $16,000 the company will provide 2000 web “hits” of Sexual Harassment Training and other training issues.

Gendelman moved to move-up Simmons motion re: rescinding policy regarding change in status.  Schroell moved to extend by 2 minutes.  Hearing no objection, Approved.  Motion voted Approved, 9-3-6.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Carolyn Birden, Andrea Turner, Wendy Schroell, Susan Young, Jim Brown, Acie Byrd

No: Shawn O’Brian, Kathy Davis, David Beaton

Abstain: George Reiter, Sandra Rawline, Joseph Wanzala, Ricco Ross, James Ross, Efia Nwangaza

Present Not Voting: Grace Aaron

9-3-6    Approved.  (needed 2/3)
  
Simmons moved to rescind the motion on “change of status” which was originally passed April 10th by the PNB.  Motion Failed by a vote of 9-9.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Sandra Rawline, Andrea Turner, Wendy Schroell, Susan Young, Jim Brown, Acie Byrd

No: George Reiter, Shawn O’Brian, Carolyn Birden, Kathy Davis, Joseph Wanzala, Ricco Ross, James Ross, David Beaton, Efia Nwangaza

Present Not Voting: Grace Aaron

9-9    Failed.

4. Motion that Be it resolved that, consistent with the policy passed by the PNB with regard to changes in status on an LSB that Noelle Hanrahan be immediately reinstated to the KPFA LSB.  

Young moved to move this motion to Executive Session.  Chair ruled that motion is out of order because it does not qualify to be moved to Executive Session. 

Turner moved to Table the Motion.  Motion Approved by a vote of 9-8-1.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Sandra Rawline, Andrea Turner, Wendy Schroell, Susan Young, Jim Brown, Acie Byrd

No: George Reiter, Shawn O’Brian, Carolyn Birden, Kathy Davis, Joseph Wanzala, James Ross, David Beaton, Efia Nwangaza

Abstain: Ricco Ross

Present Not Voting: Grace Aaron

9-8-1    Approved.

Personnel.

Committee Chair Sandra Rawline asked that the Personnel Committee report be moved to Executive Session.  Hearing no objection, Approved.

Coordinating.  Committee Chair Wendy Schroell reported that the next In-Person PNB Meeting will be in New York, July 24-26, at the Hotel Beekman Tower.

Finance. 

Committee Chair James Ross reported that through April 30 there was a $295,000 deficit.  The committee is working on the FY 2010 Budget.

III. Next Meeting. 

Teleconference, Sunday, July 12, 2009, at 8:00 pm (ET).

IV. Adjourned.

Reiter moved to adjourn.  Hearing no objection, Meeting Adjourned 10:35 pm.

Minutes Scribed and Prepared by:  Richard Uzzell, PNB Recording Secretary
Minutes Approved by the Pacifica National Board:
______________________        _________________
Witnessed By: Date:

I. Call to Order/ Opening Business. 

PNB Chair Grace Aaron called meeting to order at 8:35 pm (ET).   Shawn O’Brien agreed to serve as time keeper.

a. Roll Call/ Quorum. 

Recording Secretary Richard Uzzell called the roll and a quorum was established.

Present: Sherry Gendelman, Grace Aaron, Nia Bediako, Bonnie Simmons, Shawn O’Brian, Carolyn Birden, Andrea Turner, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, Jim Brown, David Beaton, Efia Nwangaza, Luzette King

Arrived Late: Sandra Rawline, Leslie Radford, Wendy Schroell

Absent: George Reiter, Acie Byrd

Also Present: Les Radke, National Elections Sup.; LaVarn Williams, Interim CFO

b. Agenda Approval.  

Chair asked if there were any additions or changes proposed for the Agenda.  Wanzala moved that the motion that appears as a consent item from the Governance committee by moved to the Governance Committee part of the agenda so that it may be revised. Wanzala moved approval of the Agenda [as amended].  Hearing no objection, motion Approved.

Setting Next Future Meetings. July In-Person.

Simmons reported that the Coordinating Committee is looking at locations for the July In-Person PNB Meeting in New York, and they are looking at July 11 or July 25.  Chair asked them to coordinate with Davis re:WBAI Fund Raiser. Nwangaza moved to extend for 5 minutes. HNO Approved.

Future Teleconference. 

Chair moved that the next teleconferences be June 7,12 and 28.  Simmons moved to substitute that the dates be June 7, 26 and July 12.  Birden moved to amend substitute not consider July date until In-Person date set.  Hearing no objections, Amendment Approved.  Simmons moved to extend for 3 minutes HNO Approved.    By a vote of 14-0-2 substitute motion Approved.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Shawn O’Brian, Andrea Turner, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, Jim Brown, David Beaton, Efia Nwangaza

No: 0

Abstain: Carolyn Birden, Luzette King

Present Not Voting: Grace Aaron

14-0-2    Approved.

I.e. Minutes. 

Simmons moved that the consideration of the April 24-26 Berkeley Open Meeting Minutes be postponed until the next Teleconference.  Hearing no Objection, motion Approved.

II. Acknowledgements.

** Tony Bates and the many Producers for their work on WBAI Drive.  (by Davis.)
**Staff and Listeners of WBAI, Kathy and all through-out Pacifica for supporting Pledge Drive that was $30,000 over goal with three days to go. (by Williams.)
** WBAI Listener/Members and Staff for supporting WBAI and for those who continue to support WBAI although they may not approve of recent changes. (by Bediako.)
**IED Grace Arron and IGM LaVarn Williams for their “vision, courage, consistency and commitment” despite negatives that some continue to use to speak of changes at WBAI. (by Nwangaza.)
** Endorsed Nwangaza statement above and to Thank Listeners who for staying open to needed changes. (by King.)
**All who have sent in resumes for ED, CFO and HRD. (by Rawline.)

Joe Wanzala assumed the Chair.

III. iED Report. 

iED Grace Aaron gave report.  [Audio available on kpftx.org]  Discussion followed.  Radford moved to extend for 5 minutes.  HNO, Approved.

Aaron re-assumed the Chair.

Election Supervisor’s Report. 

Les Radke gave report.  [Audio available on kpftx.org] Discussion followed.

iCFO Report. 

ICFO LaVarn Williams gave report.  [Audio available on kpftx.org] Discussion followed.

VI. Committee and Working Groups Reports.  [Audio available on kpftx.org]

Finance. 

Committee Chair J. Ross gave report. Report on Unrestricted Cash shows that this level is getting quite low compared to expenses and passed the motion below.

Motion (passed without objection):  The National Finance Committee has in hand information that lets us know that a potential cash shortfall is imminent and that the Cash Management working group should develop criteria for, and terms of, a loan application.

In response to question of “Are there enough funds to pay for upcoming elections?,” the committee passed the motion below.

Motion (passed without objection):  The National Finance Committee believes canceling the election may create liability.  The National Finance Committee requests detailed spending plans to further understand the financial impact of upcoming LSB election.  The National Finance Committee urges the National Elections Supervisor to come back with plans that would be cost effective and below the expenses of the last election, including a scenario that minimizes all discretionary spending.

In response to budget time table questions, the committee passed the motion below.

Motion (passed without objection):  That the existing budget timetable be communicated to all General Managers and Business managers by the CFO.

Simmons moved to extent by 2 minutes.  HNO, Approved.

Elections. 

Committee member Wendy Schroell gave report.  Elected Committee Chair Bill Crosier (Houston).  Working with NES who has hired 3 of 5 local LES

Personnel. 

Committee Chair Sandra Rawline gave report. Discussion followed.

VII. Adjourned. 

O’Brian moved to adjourn.  Hearing no objections, Open Session adjourned at 10:30 pm (ET).  

Minutes Scribed and Prepared by:  Richard Uzzell, PNB Recording Secretary

Minutes Approved by the Pacifica National Board:

______________________        _________________
Witnessed By: Date:

Pacifica National Board – Teleconference (Open Session)

8:30 pm Eastern Time, 7:30 pm Central Time, 5:30 pm Pacific Time

Originating in Various Locations

May 11, 2009

MINUTES

I.Call to Order/ Opening Business.

PNB Chair Grace Aaron called meeting to order at 8:36 pm (ET).   Shawn O’Brien agreed to serve as time keeper.

a. Roll Call/ Quorum. 

Recording Secretary Richard Uzzell called the roll and a quorum was established.

Present:  Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O’Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Susan Young, James Ross, Jim Brown, David Beaton, Efia Nwangaza, Luzette King

Arrived Late: Andrea Turner, Leslie Radford, Ricco Ross, Acie Byrd

Absent: None

Also Present: LaVarn Williams, Interim CFO; Ricardo De Anda, Int. Gen. Counsel

Agenda Approval.

Chair asked if there were any additions or changes proposed for the Agenda.  Wanzala moved that his resolution re: reporters arrest be removed.  Hearing no objection, motion Approved.  Wanzala moved to add his motion re: WPFW’s Gala at Unfinished Business.  Hearing no objection, motion Approved.  Wanzala moved to add his motion re: CAB at the end of New Business.  Hearing no objection, motion Approved.  Bediako moved to add Setting Next Meeting to right after Agenda Approval.  Hearing no objection, motion Approved.  O’Brian moved approval of the Agenda [as amended].  Hearing no objection, motion Approved.

Setting Next Meeting.

Discussion followed and May 27, at 8:30 pm (ET) was set for the next PNB Teleconference.

Minutes.  None.

Consent.  None.

II. Acknowledgements.

** Tony Bates for his good work at WBAI. (by Davis, O’Brian & Williams.)
**Tony Bates and LaVarn Williams "for their work in starting WBAI toward recovery.” (by Nwangaza.)
** Jon Almehleh and Otis Maclay for their work on the Pacifica website. (by Radford and Williams.)
** KPFT for car raffle that went well. (by Schroell.)
** WBAI Listener/Members who “although displeased continue to support” the station. (by Bediako.)
** WBAI Members who are happy with the changes and are coming back to the station. (by O’Brian.)

Vice Chair Joe Wanzala assumed Chair.

III. iED Report. 

iED Grace Aaron gave report.  [Audio available on kpftx.org]  Discussion followed.

Aaron re-assumed the Chair.

IV. iCFO Report. 

ICFO LaVarn Williams gave report.  [Audio available on kpftx.org] Discussion followed.  Simmons moved to extend for 10 minutes.  Hearing no objection, motion Approved.

V.Committee Reports.  [Audio available on kpftx.org]

a. Finance. 

Committee Chair J. Ross gave report.  The Budget time line was released.  Recommended that Sexual Harassment training ($15,000/ 2 yrs.) would be cost effective because of the cost of related lawsuits.  Recommended that funds ($100,000) were not available for a National Development Director.  Working on Network wide Cash Flow Projection.  Reviewed the audit – Dr. L. Grant should have received two payments of $200,000, but have only received one payment.  Schroell asked if there is $200,000 available for the elections.  ICFO stated that her office is working on this and will report soon.

Audit.  None.

Committee on Racism, Sexism and Other Forms of Discriminations.  None.

Elections.  None.

Governance.  None.

Programming.  None.

Personnel. 

Committee Chair Sandra Rawline gave report.  Several post have been made with a deadline of May 21.  Other post were suggested.  To date; 35 ED Apps. and 10 CFO and numerous for HR.

Affiliates.  None.

Archives.  None.

Strategic Planning.  None.

VI. Unfinished Business.

a. WPFW Gala Resolution. 

Presented by Wanzala
Whereas, the WPFW LSB, through its ad hoc Gala Committee, undertook to organize a gala in December 2007 with the purpose of raising funds to buy a building for a new home for WPFW;
Whereas, that effort failed and led to an expenditure of an estimated $360,000.00 of WPFW’s funding at a time when it can ill afford and a refusal to provide a proper and adequate accounting to the Local Station Board;
Whereas, there has been very different reports of the actual losses incurred at that event and where in fact the money went and to whom;
Whereas, there is no evidence that either the WPFW LSB or Pacifica National Board authorized that expenditure;
Whereas, it was reported that a $1m matching-fund arrangement was set up as a result of that event;
Whereas, there is no written commitment verifying the match-funding grant nor the conditions to activate it and any obligations it may impose on WPFW and/or Pacifica.  
Whereas, there has been little or no accounting despite several requests from WPFW LSB members at their meetings;  
Whereas, a lack of accountability of those involved and the loss of substantial funds place WPFW and Pacifica at risk;

Therefore, be it RESOLVED, that the iCFO as soon as possible conducts a full and complete investigation of all expenditures relating to the WPFW 2007 Gala.  
RESOLVED, that to determine that a complete accounting of expenditure was carried out, a part of that investigation would include copies of contracts from vendors and other service providers involved in the event.
RESOLVED, that the report must include minutes of the meeting at which either the WPFW LSB or the Pacifica National Board authorized any expenditure for the WPFW December 2007 gala.

Young moved to amend by deleting “immediately” and adding “as soon as possible.”  Motion voted Approved, 13-6-1.

Yes: Sherry Gendelman, George Reiter, Nia Bediako, Bonnie Simmons, Sandra Rawline, Andrea Turner, Leslie Radford, Wendy Schroell, Susan Young, James Ross, Jim Brown, David Beaton, Acie Byrd

No: Shawn O’Brian, Carolyn Birden, Kathy Davis, Joseph Wanzala, Efia Nwangaza, Luzette King

Abstained: Ricco Ross

Present Not Voting: Grace Aaron

13-6-1    Approved.

Main motion as amended voted Approved, 12-7-1.

Yes: George Reiter, Shawn O’Brian, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, David Beaton, Efia Nwangaza, Luzette King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Andrea Turner, Leslie Radford, Jim Brown, Acie Byrd

Abstained: Sandra Rawline

Present Not Voting: Grace Aaron

12-7-1    Approved.

Reiter called Point of Order re: was 10:00 pm time certain to end meeting. 

Chair clarified correct end time 10:30 pm.

Radford moved approval of a resolution re: doing an on-air editorial re: military involvement in Afghanistan. 

Nwangaza moved a substitute that stated: that the Pacifica National Board directs the IED to form a committee of up to 3 volunteers to draft an editorial statement opposing U.S. military escalation, invasion and occupation of Afghanistan and Pakistan; said statement to be approved at 5/27/09 PNB meeting and thereafter disseminated to all Pacifica stations for on-air announcement and website publication.  Substitute motion voted Approved, 10-8-1. [sic]

Yes: Sherry Gendelman, George Reiter, Nia Bediako, Shawn O’Brian, Carolyn Birden, Leslie Radford, Joseph Wanzala, Ricco Ross, James Ross, Efia Nwangaza, Luzette King

No: Bonnie Simmons, Sandra Rawline, Andrea Turner, Wendy Schroell, Kathy Davis, Susan Young, Jim Brown, Acie Byrd

Abstained: David Beaton

Present Not Voting: Grace Aaron

10-8-1 Approved. [sic]

Committee to draft above approved statement: Nwangaza, Radford and R. Ross.

V.Adjourned. 

Reiter moved to adjourn.  Hearing no objections, Open Session adjourned at 10:33 pm (ET).  

Minutes Scribed and Prepared by:  Richard Uzzell, PNB Recording Secretary

Minutes Approved by the Pacifica National Board:

______________________        _________________
Witnessed By: Date:

MINUTES

Friday, April 24, 2009:  PNB OPEN SESSION.  5:07 pm (PT)

I. Call to Order/ Welcome.

PNB Chair Grace Aaron called meeting to order at 5:07 pm.  She welcomed everyone to the April 24-26, 2009 PNB meeting, in Berkeley, California; and thanked host station PFA, members and management, for its hospitality.

a.  Roll Call/ Quorum. 

Staff Recording Secretary, Richard Uzzell called the roll and a quorum was established.

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, Jim Brown, David
Beaton, Acie Byrd, Efia Nwangaza, Luzette King

Absent: Andrea Turner

Also present: LaVarn Williams (Interim CFO), Ricardo deAnda (Int. Gen. Counsel)

O'Brien moved that since the Executive Session had gone over time and several people wishing to speak had been kept waiting, that the meeting would first go to Public Comment.  Hearing no objection, motion Approved.

Public Comment.  And continuation after Minutes Approval.   [Audio at kpftx.org or pacifica.org]

b. Agenda Approval.

Chair asked if there were any changes or modifications to the Agenda.

Wanzala moved that his motion set for 4-26 re: WPFW Gala, be moved-up to be the second item on 4-24, behind "motion to rescind."  Motion failed by a vote of 8-11.

Yes: George Reiter, Shawn O'Brian, Carolyn Birden, Kathy Davis, Joseph Wanzala, David Beaton, Efia Nwangaza, Luzette King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Sandra Rawline, Leslie Radford, Wendy Schroell, Ricco Ross, Susan Young, James Ross, Jim Brown, Acie Byrd

Pesent Not Voting: Grace Aaron

Failed    8-11

Reiter moved that Gendelman's Motion scheduled for earlier that afternoon be moved to first item on 4-25.  With only Gendelman voting no, motion Approved.

Hearing no objection the Agenda for the Open Session for 4-24-09 [as amended] Approved.

c. Minutes Approval.

Rawline moved approval of the Minutes for the PNB Open Teleconference of April 5 & (continued) April 10, 2009.
Hearing no objection, motion Approved.

Rawline moved approval of the Minutes for the PNB Open Teleconference of April 17, 2009.  Hearing no objection, motion Approved.

II. KPFA Report.

KPFA General Manager Lemlem Rijio presented the report with Sasha Lilley, interim Program Director.  [Audio available at kpftx.org and pacifica.org]

Dinner Break

III. Roll Call.

Vice Chair Joe Wanzala called meeting to order.  Pacifica Secretary Efia Nwangaza called roll, quorum was established.

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, Jim Brown, David Beaton, Acie Byrd, Efia Nwangaza, Luzette King

Absent: Andrea Turner

Also present: LaVarn Williams (Interim CFO), Ricardo deAnda (Int. Gen. Counsel)

IV. IED Report.

Interim Executive Director Grace Aaron gave report.  [Audio available at kpftx.org or pacifica.org]

V. ICFO Report on WBAI.

Interim Chief Finance Officer LaVarn Williams gave report. Tony Bate also gave an account on steps needed and those being taken at WBAI. [Audio available at kpftx.org or pacifica.org]

VI. Adjournment.

At 9:30 pm (PT), Chair Wanzala adjourned the meeting until Saturday morning at 8:30 am.

Saturday, April 25, 2009:  PNB OPEN SESSION.  8:30 am (PT)

Call to Order.

PNB Chair Grace Aaron called meeting to order at 8:30 am.

a. Roll Call/ Quorum.

Staff Recording Secretary, Richard Uzzell called the roll and a quorum was established.

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, Jim Brown, David
Beaton, Acie Byrd, Efia Nwangaza, Luzette King

Absent: Andrea Turner

Also present: LaVarn Williams (Interim CFO), Ricardo deAnda (Int. Gen. Counsel)

b. Agenda Approval.

Board Chair asked if there were any changes or modifications to the Agenda.

Wanzala moved that his motion re: WPFW Gala be moved to the second item Saturday morning.  Motion Failed by a vote of 8-9.

Yes: George Reiter, Shawn O'Brian, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, James Ross, Luzette King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Sandra Rawline, Leslie Radford, Ricco Ross, Susan Young, Jim Brown, Acie Byrd

Present Not Voting: Grace Aaron

Failed 8-9

Reiter moved to move Gov. motion re: Elections to before LSB Election Policy.

Simmons moved to substitute moving all Election related matters to before LSB Election Policy.
Hearing no objection, substitute motion Approved.

Ross moved that the NFC Report (later in the afternoon) be moved to just before Strategic Planning.  Hearing no
objection, motion Approved.

Reiter moved that both Gov. motions have 15 minutes each.  Hearing no objection, motion Approved.
Rawline moved that the time allotted for the Personnel Committee Report be reduced to 20 minutes.  Hearing no
objections, motion Approved.

Young moved that the Strategic Planning Session have a time certain of 4-6 pm.  Hearing no objection, motion Approved.

Simmons moved approval of the Agenda [as amended].  Hearing no objection, Agenda Approved.

II. Motions and Reports.

a.  Gendelman moved to rescind the PNB January 30, 2009 resolution which created a vacancy for WPFW representation on the PNB. [See Below.]

Resolution adopted January 30:

Acknowledging that the fairest interpretation of Pacifica bylaws as amended 2003 Article 5 Section 1B
which states "Any Delegate who is currently serving as a Delegate and as served at least one (1) year
as a Delegate is eligible for election to the office of Director by the Delegates for his/her radio station
area subject to Section 3 of this Article of the Bylaws" can only be 1 year equals 365 days or 12 calendar
months; and Noting also, that at least one other Delegate Assembly (KPFT) has interpreted the mandatory
one-year requirement to mean 365 days or 12 months; and  [Reiter motion (page 5) to divide would
have happened here.]

Declaring, therefore, that a continuing breach of Pacifica's bylaws was created in qualifying Campbell
Johnson for election as PNB Director;

This PNB:

1.  Disqualifies with immediate effect Campbell Johnson as a PNB director;

2.  Instructs WPFW Local Station Board to re-tally the votes from their election for PNB director; and

3.  Instructs WPFW to inform the Pacifica National Board of the change in candidate elected in place
of Campbell Johnson.

O'Brien called a Point of Order re: Gendelman's Motion out of order because by RRO page 297-8, "motion can not be rescinded. Chair chose to let the Board decide this Point of Order. Discussion followed.  The Board voted 9-4-5 to hear the Gendelman motion.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Sandra Rawline, Carolyn Birden, Leslie Radford, Susan Young, Jim Brown, Acie Byrd

No: Shawn O'Brian, Joseph Wanzala, James Ross, Efia Nwangaza

Abstain: George Reiter, Wendy Schroell, Kathy Davis, Ricco Ross, Luzette King

Presnt Not Voting: Grace Aaron

Approved  9-4-5

Reiter moved to divide Gendelman's motion into two parts.

Schroell called Point Order re: can't divide motion to rescind.   Chair did not rule.

Motion to divide failed by a hand vote of 8-10.  Discussion continued.  R. Ross called question.  Question call failed by a hand vote of 7-9-1.  Time expired.

Gendelman moved to extend for 10 minutes.  Motion failed by a hand vote 8-9. 

Main motion to rescind earlier vote failed by a vote of 7-11.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Leslie Radford, Susan Young, Jim Brown, Acie Byrd

No: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, James Ross, Efia Nwangaza, Luzette King

Present Not Voting: Grace Aaron                                                                                         
Failed  7-11

b. Governance Motion:  (Presented by Committee Chair George Reiter) that the PNB collect information from the stations to determine if there is systemic abuse of the bylaws requirement of 30 hours of service.  In particular that information be obtained on:  Each program collective identified and named at each station, how many members are on each collective.  What percentage of air time do these collectives represent and what percentage of the staff electorate do these collectives represent.  Furthermore if any of these collectives have a sudden spike in membership prior to elections, and if the collectives represent a disproportionate share of the staff electorate.

Redford moved to amend by saying IED ask GM's to gather information.  Hearing no objection, motion to amend Approved.  Hearing only one no, Main motion [as amended] voted Approved.

Vice Chair Wanzala assumed the Chair.

c. Local Station Board Election Policy.

IED Grace Aaron moved the following:

 
In order to ensure fair and equitable elections at all 5 Pacifica radio stations in compliance with the Bylaws of the Pacifica Foundation the following policies were adopted:

1)  The job descriptions of all Program Directors and General Managers shall include: full cooperation with both local and national election supervisors in all aspects of local station board elections.

2)  It is the responsibility of the General Managers of each station to ensure that membership lists for listener-sponsors and paid and unpaid staff lists are created and maintained in general and especially checked for accuracy a minimum of 3 months prior to a local station board election. Unpaid staff organizations shall maintain lists of membership that include a description of the unpaid staff member's contribution to a particular program or other volunteer work for the station and some way of verifying the number of hours they work per month on a volunteer basis to ensure that it conforms to the Bylaws minimum requirement of 30
hours in the preceding 3 months or the requirements of their radio station's "Unpaid Staff Organization" or "Unpaid Staff Collective
Bargaining Unit".   Full cooperation of the General Manager and station staff shall be expected in maintaining this list and and verifying the validity of its membership.

3)  To ensure the greatest amount of listener participation in local station board elections, it is mandatory that Progam Directors and General Managers air carts at all 5 stations in the nomination period to adequately inform our listeners about how they can self-nominate, what the duties of an LSB member are, how the LSB interfaces with station management and staff, both paid and unpaid, etc.

Six 60 second carts and Six 30 second carts shall be aired each day in rotation.  This is 12 carts, total, aired in rotation each day of the nomination period.  For stations with Spanish or other language broadcasting, the carts would be aired in that language during broadcasts in that language, with the number and frequency of the carts corresponding to the amount of said language broadcasting (hours per day) at the station.  For example, if there are 3 hours of broadcasting in a language different from English a day on a station, one 60 second cart and one 30 second cart per day in rotation would be adequate.

These carts would be scripted in advance by the NES to conform with the Pacifica Bylaws and the same carts be used at all 5 stations with the addition of local contact information.  The carts may be varied, but the intent would be to alert the broad listenership about the election during the ENTIRE nomination period, to explain the election process, etc., and to steer listeners to a phone number and website for further information.

Each programmer or collective with a one hour or more program slot shall be required to produce and air one 15 minute tutorial on the election during the nomination period.  This tutorial shall be recorded and repeated once during the nomination period.  This responsibility applies to all paid and unpaid programmers, including music programmers.

In addition, one report to the listeners from the national level and one from the local level involving both management and board participation from staff and board members who are not candidates, shall be done during the nomination period.  These reports shall be one hour long.

This prescribed programming shall be aired irrespective of fund drives or any other broadcasting.  The listenership should be engaged in the election process wherever possible, to encourage membership and volunteer participation.  Members should also be encouraged to participate in the election committees established at each station in accordance with the by-laws.

Logs of all programming, including incidental carts, shall be maintained including each time an election cart is aired.  Archived programs should include these carts so that the fact that they were aired can be verified if needed.

Promotion needs to be done to explain the election process to potential staff candidates as well.  This promotion would be done at staff meetings, on the station bulletin board and using paid and unpaid staff email lists.

4)  When the nomination period is over, the PDs and GMs are responsible for fully cooperating with local and national election supervisors to ensure that a minimum of 3 on-air candidate forums of one hour in length are aired for each 5 candidates.

Sixty second candidate statements shall be recorded at the radio station by each candidate. PDs and GMs are expected to air these statements in rotation right after the nomination period is closed through to the end of the campaign period.  In total, each candidate shall have her/his cart aired a minimum of 30 times in a variety of times of the day and week.  It is the responsibility of the PDs and GMs to ensure that these carts are played in an equitable manner so that no candidates are advantaged or disadvantaged.

Further, General Managers shall cooperate in the planning and coordination of community candidate forums.

5)  Failure to comply with any or all of the above policy shall result in rapid but gradient disciplinary measures including but not limited to:  a)  A negative mention in the PD or GM's personnel file, b) Graduated reduction in pay, c) Suspension of duties, d) The assignment of another staff person to ensure compliance with election policies and procedures.

Conversely, compliance with this policy shall be followed by:  a) A positive mention in the PD or GM's personnel file, b) A bonus or other reward at the descretion of the descretion of the LES, NES in conjunction with senior management.

6)  Disciplinary measures may be invoked by the local or national election supervisor in conjunction with the station management, HR Director and/or the Executive Director.  They may also be initiated byelection supervisor in conjunction with the station management, HR Director and/or the Executive Director.  They may also be initiated by any GM or the ED.

Reiter moved to strike #2a.  Hearing no objection, motion Approved.

Radford moved to strike #6.  Motion failed by a vote of 3-12-2.

Yes: Nia Bediako, Leslie Radford, Jim Brown

No: Grace Aaron, George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Ricco Ross, Susan Young, James Ross, Efia Nwangaza, Luzette King

Abstain: Bonnie Simmons, David Beaton

Present Not Voting: Joseph Wanzala
Failed 3-12-2 & 3 suck-ups to George.

Young moved to amend by adding to the first paragraph, "the IED/ED is instructed to consult with the GM's and when available the NES regarding the policies which might include the following." 

Brown moved to amend by adding "Election Committee" to Young's amendment.  Motion failed by a vote of 7-10-1.

Yes: Nia Bediako, Bonnie Simmons, Leslie Radford, Wendy Schroell, Susan Young, Jim Brown, Luzette King

No: Grace Aaron, George Reiter, Shawn O'Brian, Carolyn Birden, Kathy Davis, Ricco Ross, James Ross, David Beaton, Acie Byrd, Efia Nwangaza
Abstain: Sandra Rawline

Present Not Voting: Joseph Wanzala

Failed  7-10-1

Young motion re: amend failed by a hand vote of 6-9.

R. Ross moved to amend by changing "15 minute carts" to "10 minute carts."  Hearing no objection, motion withdrawn.
Birden Called the Question, Approved 9-2. 

Main motion re: LSB Election Policy [as amended] voted Approved, 10-7-1.

Yes: Grace Aaron, George Reiter, Shawn O'Brian, Carolyn Birden, Wendy Schroell, Kathy Davis, Ricco Ross, James Ross, Efia Nwangaza, Luzette King

No: Nia Bediako, Bonnie Simmons, Leslie Radford, Susan Young, Jim Brown, David Beaton, Acie Byrd

Abstain: Sandra Rawline

Present Not Voting: Joseph Wanzala                                                           
Approved  10-7-1

Lunch Break

III. Roll Call.

Board Chair Grace Aaron called meeting to order at 1:00 pm (PT).  Pacifica Secretary Efia Nwangaza called roll, quorum was established.

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, David Beaton, Acie Byrd, Efia Nwangaza, Luzette King

Arrived Late: Jim Brown

Absent: Andrea Turner

Also present: LaVarn Williams (Interim CFO), Ricardo deAnda (Int. Gen. Counsel)

IV. Acknowledgements.

• Grace Aaron, PNB Chair & IED for her patience, tolerance and commitment in the face of horrific abuse... and present her with these lovely flowers.  Further to her commitment to the Affiliate Program and "to expanding its footprint." (by Nwangaza.)
• The Hosts and organizers (KPFA) of this In-Person Meeting. (by R. Ross.)
• Dave Adelson, past Board Chair who's leadership entertained discussion and democracy. (by Gendelman.)
• ICFO LaVarn Williams and National Office Staff and local station staff, for their work on financial matters and for bringing
  working documents up to date. (by Reiter.)
• Deb Shafto, whose planning for the earlier Houston meeting "put the cost of in-person meetings on the agenda," and those at WPFW (including Brown, Byrd and Robinson) who brought the meeting in Washington in under $20,000. (by Reiter.)
• Listeners who had "traveled across the country to be here tonight," for their dedication to Pacifica. (by R. Ross.)
  Houston Delegate Don Cook, who had recommended the airing of the "cutting-edge" programming of Al Jazeera News. (by Nwangaza.)

V. Agenda Change.
Pacifica Legal Council Ricardo deAnda asked if he was needed for tonight's Executive Session.  Several members asked that he attend.  deAnda stated that he had no problem attending, that he was just clarifying the will of the Board.

VI. Motions and Reports. (Continued)

d.  Governance Motion (presented by Committee Chair George Reiter) That the PNB instructs the IED to appoint an election supervisor to facilitate the holding of a recall election for staff positions, in accordance with the bylaws and in response to the petition from the staff at KPFA containing more than 2% of the eligible staff signatures, by May 31, 2009; that the PNB facilitate the recall election, as specified in the bylaws, resulting from a staff petition at KPFA.

Gendelman moved to substitute by asking that the IED be sanctioned for not having hired a National Election Administrator by March.

Chair Aaron asked that Reiter Chair this part of meeting.

J. Ross called a Point of Order re: substitute motions must be germane to original motion.  Chair ruled that this is true and that the proposed substitute motion was out of order.
 
Gendelman objected to the Chair's ruling.  By a hand vote, the Chair was sustained 13-5.

Radford moved to refer back to the LSB.  Motion failed by a hand vote of 6-11.

Beaton moved to change deadline to June 30.  Hearing no objection, motion Approved.

Main motion by a hand vote, Approved 12-5.

e.  Governance Motion (Presented by Committee Chair George Reiter) That the LSBs are to work with station management to ensure that station programming fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station, and that station policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming"  We recommend to the PNB that they request, in writing, an explanation from the GMs and PDs on how they are
implementing this bylaw.

Young moved to amend by making the assessment be by the LSB and not the GM. 

J. Ross moved to amend the amendment by keeping the original wording but adding that an assessment also come from the LSB.  Hearing no objection, amendment Approved. 

Hearing no objection Young amendment [as amended] Approved.

Hearing no objection, main motion [as amended] Approved.

Public Comment.  [Audio at kpftx.org or pacifica.org]
 
VI.  Motions and Reports. (Continued)

f. Personnel Committee. 

Committee Chair Sandra Rawline gave report.  The committee has developed and posted job postings for Executive Director, Chief Finance Officer and Human Resources Director at various locations.  The deadline for the applications is May 20, 2009. When the applications come in the committee will be reviewing and vetting.  A list of candidates will be available for the Board by mid-June to facilitate making selections by the first of July.

Simmons moved to reimburse Rawline for "out of pocket expenses" and to broaden the posting.  Hearing no objection, motion Approved.

g. Committee on Racism, Sexism and Other Forms of Discrimination.

Convener Ricco Ross gave report and said that the committee had convened but had made no real progress.  They will be meeting and getting on with business.

h. Archives Committee. 

Archives Director Brain DeShazor gave report.  [Audio  available at kpftx.org or pacifica.org] 

Young moved approval of the framework of Archives Book Project and engaging history makers of the time.  Hearing no objection, motion Approved.

i. Affiliates Committee. 

Written report had been filed.  [Report available at pacifca.org and kpftx.org.]

j. National Finance Committee.

Committee Chair J. Ross gave report.  [Audio available at kpftx.org & pacifica.org]

Ross joined by ICFO for a question and answer session.

Radford moved to make fund transfer to WBAI: "to show our support for WBAI's recovery, we transfer $50,000 from the $74,000 projected surplus in the PNB budget line to WBAI for pressing staff and/or vital equipment needs." 

Young moved that the motion be referred to the Finance Committee.  Hearing no objection, motion to refer, Approved.

VII. Strategic Planning Workshop and Introduction of new Interim Human Resources Director.

Board Chair Aaron introduced the new interim Human Resources Director Ahmad Anderson, who spoke briefly.  Aaron also introduced Jacqueline Janssen, who had assisted in the search for Mr. Anderson.

The Strategic Planning Workshop (open to viewing by the public) was conducted by Melissa Breach, Director of Programs at the Center for Volunteer and Nonprofit Leadership.  The Board worked through various exercises and learned by interacting and expressing their thoughts and values.  [Audio available at kpftx.org and pacifica.org]

VIII. Adjournment.

Board Chair Aaron adjourned the Open Session at 6:00 pm (PT), to be continued the following morning at 10:00 am.

NOTE: Due to an extended Executive Session, the Public Session didn't start until 1:00 pm the next day

Sunday, April 26, 2009:  PNB OPEN SESSION.  1:00 pm (PT)

I. Call to Order. 

PNB Chair Grace Aaron called meeting to order at 1:00 pm.

II. Public Comment.  [Audio at kpftx.org or pacifica.org]

III. Next Meeting.

Young moved the next meeting be Sunday, May 17, 2009 and the items that remained on the Agenda will be heard then.  Hearing no objection, motion Approved.

IV. Adjourned. 

Nwangaza moved to adjourn.  Hearing no objections, Chair adjourned the meeting at 2: 27 pm (PT).

Minutes Scribed and Prepared by:  Richard Uzzell, PNB Recording Secretary
Minutes Approved by the Pacifica National Board: Date:

Pacifica National Board -- Teleconference (Open Session)

8:30 pm Eastern Time, 7:30 pm Central Time, 5:30 pm Pacific Time

Originating in Various Locations

April 17, 2009

MINUTES

I. Call to Order/ Opening Business. 

PNB Vice Chair Joe Wanzala called meeting to order at 8:40 pm (ET).   Shawn O'Brien agreed to serve as time keeper.

a.   Roll Call/ Quorum. 

Recording Secretary Richard Uzzell called the roll and a quorum was established.

                              _X_  Present;  _Ab_ Absent;  _Exc_
 Excused Absence;  _AL_  Arrived Late.

Present: Sherry Gendelman, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Kathy Davis, Joseph Wanzala, Susan Young, James Ross, Jim Brown, Acie Byrd, Luzette King               

Absent: Grace Aaron, Andrea Turner, Ricco Ross

Excused Absence:

Arrived Late: Wendy Schroel, David Beaton, Efia Nwangaza

Also Present: iCFO LaVarn Williams

b.   Agenda Approval. 

Chair asked if there were any additions or changes proposed for the Agenda. Simmons moved to add (at New Business -- c.) a motion asking for the Board to rescind an earlier approved motion re: change of status of Board Members.  Hearing no objections, motion Approved.  Gendelman moved to add (at Committee Reports -- IV.a.) a motion to address overlapping committee meetings.  Hearing no objection, motion Approved.  Radford moved to add (at New Business -- d.) a motion re: Global Warming Resolution.  Hearing no objection, motion Approved.  Radford moved to add (at Elections Committee Report -- IV.d.) 15 minutes for a discussion of the Election Process.  Birden moved a substitute motion of 5 minutes.  Motion voted Approved, 8-7-2. 

Yes: Shawn O'Brian, Carolyn Birden, Wendy Schroel, Kathy Davis, James Ross, David Beaton, Efia Nwangaza, Luzette
King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Sandra Rawline, Leslie Radford, Jim Brown, Acie Byrd

Abstained:  George Reiter, Susan Young

Present Not Voting:  Joseph Wanzala

8-7-2

Young moved to extend Agenda Approval for 5 minutes.  Hearing no objection, motion Approved.  Young asked that motion at IV.g.2 be removed because it had already been settled.  Simmons asked what had been done with the motion.  No one seemed clear of what had been done, so Young suggested that when the meeting reached that item, the item could be Table until its status was determined.  Hearing no objection, Approved.  Simmons moved to set time to end meeting at 10:30 pm. Hearing no objection, motion Approved.  Young moved to Approve the Agenda. Motion voted Approved, 13-4.

Yes: Sherry Gendelman, George Reiter, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Susan Young, James Ross, David Beaton, Efia Nwangaza, Luzette King

No: Nia Bediako, Leslie Radford, Jim Brown, Acie Byrd

Abstained: 0
Present Not Voting: Joseph Wanzala

13-4

c.   Minutes Approval.  None.

II.  Recognitions. 
* Don Cook (KPFTLSB) for recommending that Al Jazeera be added to the Pacifica news coverage.  (by Reiter).
* All WBAI Listeners who came to a Town Hall Meeting in support of the station and for their offers of service activities to
aid the station.  (by Bediako).
* KPFA Staff Members who recently went to New York to help the WBAI Staff with some administrative problem -- it was a big
help.  (by Davis).
 * National Office Staff -- Lynn Magno and Efren Llarinas for all their help with the ICFO in preparing financial reports.  (by Radford).
* KPFA GM Lemlem Rijio for the 60th Anniversary celebrations and ICFO LaVarn Williams and all in the national office for
working "countless hours" to get our financial reports straightened-up.  (by Rawline).
* National Staff and the Station Business Managers for their work as part of that office's effort to, for the first time in a long
time, getting financial reports based on actual numbers not just estimates; and for getting the 2nd funding from CPB.  (by
Williams).

III.  Motion Regarding Progressive Disciplinary Measures.

Motion to include any measures the Executive Director may need to insure compliance with CPB and FCC regulations, formally adopted Pacifica National Board resolutions, and the management decisions of the Executive Director that are not included in the Employee Handbook.

See:  http://www.pacificafoundation.org/pnb/content/view/71/78

Discussion followed.  Time expired.  Radford moved to extend for 5 minutes.  Motion voted Approved, 13-2-1.

Yes: Sherry Gendelman, George Reiter, Nia Bediako, Bonnie Simmons, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Susan Young, James Ross, Jim Brown, Luzette King

No: Shawn O'Brian, David Beaton

Abstained: Efia Nwangaza
Present Not Voting: Joseph Wanzala

13-2-1

Radford moved to table postpone until there is a permanent Executive Director.
J. Ross called Point of order re: can't move to table to a future time.  Chair sustained.
Time expired.  Radford moved to extend by 5 minutes.  Motion Failed by a vote of 2-12-3.

Yes: Carolyn Birden, Kathy Davis,

No: George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Leslie Radford, Wendy Schroell, Susan Young, James Ross, Jim Brown, David Beaton, Efia Nwangaza, Luzette King

Abstained: Sherry Gendelman, Sandra Rawline, Acie Byrd

Present Not Voting: Joseph Wanzala                                                         
2-12-3

Motion re: to postpone measure, Failed by a vote 7-10.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Leslie Radford, Susan Young, Jim Brown, Acie Byrd

No: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, James Ross, David Beaton, Efia Nwangaza, Luzette King                                                                                                        

Abstained: 0

Present Not Voting: Joseph Wanzala

7-10

Motion re: Progressive Disciplinary Measures voted approved, 9-7-1.

Yes: Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, James Ross, David Beaton, Efia Nwangaza, Luzette King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Leslie Radford, Susan Young, Jim Brown, Acie Byrd

Abstained: George Reiter

Present Not Voting: Joseph Wanzala

9-7-1

IV. Committees and Working Groups Reports.  [Reports and Action Item Motions.]

a.   Committee Scheduling.

Gendelman moved that the PNB shall adopt a policy of not scheduling committee meetings at the same time and date of other scheduled committee meetings.  Motion Failed by a vote of 7-9-1.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Leslie Radford, Susan Young, Jim Brown, Acie Byrd

No: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, James Ross, David Beaton, Efia Nwangaza, Luzette King

Abstain: Kathy Davis
Present Not Voting: Joseph Wanzala

7-9-1

b.  Governance.

1.   Motion that any PNB member shall be able to have a listener's written comment appended to the record of the PNB
meeting.  (at Gov.;  6-3-2)

Simmons moved to amend to add between "shall" and "be"; "by a majority vote of members present." O'Brien moved to amend the amendment to make it any member plus one additional supporting member.  Schroell moved to extent 2 minutes.  Hearing no objection, motion Approved.

Reiter called Point of Order re: only two amendments at a time.  Chair sustained.

Davis moved_ to postpone until policy developed.  Motion Failed by a vote of 3-9-5.

Yes: Shawn O'Brian, Kathy Davis, James Ross,

No: George Reiter, Nia Bediako, Bonnie Simmons, Sandra Rawline, Leslie Radford, Susan Young, David Beaton, Efia Nwangaza, Luzette King

Abstained: Sherry Gendelman, Carolyn Birden, Wendy Schroell, Jim Brown, Acie Byrd

Present Not Voting: Joseph Wanzala

3-9-5

O'Brien amendment re: 1 + 1, Failed by a vote of  1-12-4.

Yes: Shawn O'Brian

No: Sherry Gendelman, George Reiter, Nia Bediako, Bonnie Simmons, Carolyn Birden, Leslie Radford, Wendy Schroell, Susan
Young, Jim Brown, David Beaton, Acie Byrd, Efia Nwangaza

Abstained: Sandra Rawline, Kathy Davis, James Ross, Luzette King                                 
Present Not Voting: Joseph Wanzala

1-12-4                
 
Simmons amendment re: by a majority vote, voted Approved 7-6-4.

Yes: George Reiter, Bonnie Simmons, Sandra Rawline, Leslie Radford, Wendy Schroell, Susan Young, Acie Byrd

No: Nia Bediako, Shawn O'Brian, Carolyn Birden, Jim Brown, David Beaton, Luzette King

Abstained: Sherry Gendelman, Kathy Davis, James Ross, Efia Nwangaza
Present Not Voting: Joseph Wanzala

7-6-4

Main motion [as amended] Failed by a vote of 3-9-5.

Yes: George Reiter, Bonnie Simmons, Acie Byrd

No: Nia Bediako, Shawn O'Brian, Carolyn Birden, Wendy Schroell, Susan Young, James Ross, Jim Brown, David Beaton, Efia Nwangaza

Abstained: Sherry Gendelman, Sandra Rawline, Leslie Radford, Kathy Davis, Luzette King                                                           
Present Not Voting: Joseph Wanzala           
3-9-5

V.  Adjourned.

Reiter moved to adjourn.  Hearing no objections, Open Session adjourned at 10:38 pm (ET).

Minutes Scribed and Prepared by:  Richard Uzzell, PNB Recording Secretary
Minutes Approved by the Pacifica National Board:

Pacifica National Board -- Teleconference (Open Session)

8:30 pm Eastern Time, 7:30 pm Central Time, 5:30 pm Pacific Time

Originating in Various Locations

April 10, 2009

(This Meeting is a Continuation of the Open PNB meeting of April 5, 2009)

MINUTES

I. Call to Order/ Opening Business.

PNB Chair Grace Aaron called meeting to order at 8:35 pm (ET).   Carolyn Birden agreed to serve as time keeper.

a.   Roll Call/ Quorum.

Recording Secretary Richard Uzzell called the roll and a quorum was established.  Chair asked that Andrea Turner be
excused, Hearing no objection, excused absence Approved.

Present: Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Joseph Wanzala, Ricco Ross, Susan Young, Jim Brown, David Beaton, Acie Byrd, Efia Nwangaza, Luzette King 

Also Present: LaVarn Williams, Interim CFO

Absent: Sherry Gendelman

Excused Absence: Andrea Turner

Arrived Late: Kathy Davis, James Ross

b.   Agenda Approval.

Chair stated that since this was a Continuation Meeting that Agenda Approval already complete. Governance motion that was on the original Agenda but was left off of this Agenda was added back.

c.   Minutes Approval. 

Chair stated that since this was a Continuation Meeting that the Minutes would not come-up for approval until the meeting was completed.

II. Motion Regarding Gradient Disciplinary Measures.

In order to ensure compliance with CPB and FCC regulations, formally adopted Pacifica National Board resolutions, and the management decisions of the Executive Director, the ED is hereby authorized to apply the following gradient disciplinary measures:
  a)    A negative mention in the manager's personnel file,
  b)    Suspension of duties with pay,
  c)    Suspension of duties without pay,
  d)    Reduction in pay,
  e)    The assignment of another staff person to carry out the unmet responsibilities of management staff.

Such disciplinary measures such as reductions in salary, temporary suspension of duties, etc., may be rescinded if and when full compliance takes place.  Other disciplinary measures, as long as they are in conformity with the Pacifica Bylaws, may also be used to ensure compliance.  However, the initial statement of noncompliance placed in the personnel file of the staff member in question shall remain in their file.

Simmons and Schroell were tasked to check the Employees Handbook to see how the proposed measures fit with the Handbook. 

O'Brien moved to Table the motion until existing Pacifica guidelines may be examined.  Hearing no objection, Motion Approved.

III. Committees and Working Groups Reports.  [Reports and Action Item Motions.]

a.   Governance.

Committee Chair George Reiter reported that the committee had brought several motions; and they follow.

1. Motion that the PNB accept as its confidentiality policy, compliance with the existing ethics documents.  People are to
sign a document saying that they've read the existing ethics policy and agree to comply with this policy. (at Gov.; unanimous)

Discussion followed.  The motion was voted
Approved, 8-7-3.

Yes: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Joseph Wanzala, David Beaton, Efia Nwangaza, Luzette
King

No: Nia Bediako, Bonnie Simmons, Leslie Radford, Wendy Schroell, Susan Young, Jim Brown, Acie Byrd

Present Not Voting: Grace Aaron

Abstained: Kathy Davis, Ricco Ross, James Ross

8-7-3

2. Motion that the PNB adopt applicable California law to be our whistle blower policy: the Whistle Blower Act of California and Senate Bill 777 of 2003, as well as title 7 of the federal Civil Rights Act as recently interpreted unanimously by the Supreme Court, and the previously enunciated policy from the Audit Committee about whistle blowers and forward this to the Pacifica General Counsel for consideration. (at Gov.; unanimous)

Discussion followed.  The motion was voted Approved, 12-5-1.

Yes: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Susan
Young, James Ross, David Beaton, Efia Nwangaza, Luzette King

No: Nia Bediako, Leslie Radford, Ricco Ross, Jim Brown, Acie Byrd

Present Not Voting: Grace Aaron

Abstained: Bonnie Simmons                                                                   
12-5-1

Time expired. Reiter moved to add 10 minutes.  
Hearing no objections, motion Approved.

3. Motion that the governance committee shall solicit suggestions for changes in the bylaws and vet these for presentation to the PNB for action.  (at Gov.; unanimous)
Discussion followed.  Hearing no objection, motion Approved.

4. Whereas, the Pacifica bylaws only set forth one specific change of status as a legitimate basis for removal; namely, the appointment to an elected political office [Section 9, (B) Removal of Delegates]; and

Whereas, a change of status from listener representative to staff representative does not constitute a change of status recognized by the bylaws as a 'disqualifying act'; and

Whereas, the Pacifica bylaws do not recognize or delineate any difference in the roles nor place any conflict of interest restrictions
on staff representatives; and

Whereas, to arbitrarily deem any other non-specified change of status as constituting a 'disqualifying act' could lead to the arbitrary removal of board members;

Be it therefore resolved, that, it is Pacifica board policy that a change of status of a board member, once elected, will not be deemed a 'disqualifying act' unless decided otherwise by the Pacifica National Board, or until such time as there is an amendment made to the relevant ection of the Pacifica bylaws." (at Gov. 9-1-1 )

Discussion followed.  Young moved to Table the motion.  Motion Failed by a vote of 8-9-1.

Yes: Sandra Rawline, Wendy Schroell, Susan Young, James Ross, Jim Brown, David Beaton, Acie Byrd, Luzette King

No: George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Carolyn Birden, Leslie Radford, Joseph Wanzala, Ricco Ross, Efia Nwangaza

Present Not Voting: Grace Aaron

Abstained: Kathy Davis

8-9-1

Motion re: change of status of a Board Member voted Approved, 9-8-1.

Yes: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Joseph Wanzala, Ricco Ross, James Ross, David Beaton, Efia Nwangaza,

No: Nia Bediako, Bonnie Simmons, Leslie Radford, Wendy Schroell, Susan Young, Jim Brown, Acie Byrd, Luzette King

Present Not Voting: Grace Aaron

Abstained: Kathy Davis

b.   Audit.

Committee Chair Nia Bediako reported that she was working to finalize information from WBAI GM; and that when that was complete (after in-person meeting), she would call a meeting of the committee.

c.   Committee on Racism, Sexism and Other Forms of Discrimination.

Convener Ricco Ross reported that the committee is scheduled to convene, April 22, 2009.

d.   Elections.

Committee member Wendy Schroell reported that committee had brought a motion for consideration.

1. Motion that the PNB rescind the motion passed at the March 8, 2009 PNB meeting regarding the "independence" of the National
Election Supervisor.

Discussion followed.  Time expired.  Reiter moved to extend for 5 minutes.  Hearing no objection, motion Approved.  O'Brien moved to Table the motion.  Motion voted Approved, 12-4-2.

Yes: George Reiter, Nia Bediako, Shawn O'Brian, Sandra Rawline, Joseph Wanzala, Ricco Ross, James Ross, Jim Brown, David Beaton, Acie Byrd, Efia Nwangaza, Luzette King

No: Bonnie Simmons, Leslie Radford, Wendy Schroell, Susan Young

Present Not Voting: Grace Aaron

Abstained: Carolyn Birden, Kathy Davis

12-4-2

Schroell moved to extend for 5 minutes.  Hearing no objection, motion Approved.

Schroell then reported that the committee had processed several applications for NES and had recommended an individual and asked that the IED work with the committee if she had another person in mind.  Aaron agreed to work with the committee.  Schroell also reported that the committee would continue to work to update and revise the Elections Manual and to prepare for the up-coming election.

e.  Programming.

Acting Committee Chair Kathy Davis reported that the committee had brought the following motion.
1. Motion that the PNB ask the Executive Director (IED) to encourage the General Managers to focus on programming improvement as per resolution of Nov. 14, 2008 and ask them what they might need to accomplish such goals as stated in the resolution.

Bonnie moved to amend by adding "that the PNB ask the Executive Director (IED). Motion voted Approved, by a vote
of 10-4-3.
 
Yes: George Reiter, Nia Bediako, Bonnie Simmons, Leslie Radford, Wendy Schroell, Kathy Davis, Susan Young, Jim Brown, David Beaton, Acie Byrd

No: Shawn O'Brian, James Ross, Efia Nwangaza, Luzette King

Abstained: Carolyn Birden, Joseph Wanzala, Ricco Ross
Present Not Voting: Grace Aaron

10-4-3

Bediako called Point of order re: "time is out," no new amendment should be brought forward.  Chair sustained.

King moved to Table the amended main motion.  Motion Failed by a vote of 4-12-1.

Yes: Shawn O'Brian, Ricco Ross, Efia Nwangaza, Luzette King                              
No: George Reiter, Nia Bediako, Bonnie Simmons, Carolyn Birden, Leslie Radford, Wendy Schroel, Kathy Davis, Susan Young, James Ross, Jim Brown, David Beaton, Acie Byrd

Abstained: Joseph Wanzala                                                                      

Present Not Voting: Grace Aaron

4-12-1

Main motion re: asking ED to encourage GMs to focus on Programming voted Approved, 11-5-1.

Yes: George Reiter, Bonnie Simmons, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, David Beaton, Acie Byrd

Abstained: Shawn O'Brian

Present Not Voting: Grace Aaron

11-5-1

f.    Affiliates.  None.
g.   Finance.  Committee Chair Jamie Ross reported that they attempted to review revised station budgets.  Compliance with request for revised budget poor; only KPFT submitted a revised budget.  Five months into the FY, network is $554,000 behind the budgeted amount.  Still need Actuals v. Budgeted through February broken out by unit.  WBAI currently with a Profit and Lose deficit of $341,000, some shortfall items can be adjusted to bring the shortfall figure down to a deficit of $295,000.  WBAI is four months behind in paying their studio rent and two moths behind in paying their tower rent.

There were four Points of Order that the Chair ruled on jointly.
1.  Simmons called Point of Order re: could motions coming from working group come to the PNB?

2.   Aaron called Point of Order re: do the first two items need action?  J. Ross said the first motion did not require Board approval.

3.   Birden called Point of Order re: subgroup may bring motion to the Board.

4.   Schroell called Point of order re: Finance motion appropriate to be called at this time.

Chair ruled that the first two items were for business within the Finance Comm. and did not need Board consideration.  The motion from the Finance Working Group could be brought forward and considered.

Reiter moved to extend for 10 minutes.  Hearing no objection, motion Approved. 

Motion from the FNC Working Group presented by Young.

Whereas, WBAI is in arrears for payment for the tower and office rent; and
Whereas, the current WBAI cash balance is not sufficient to bring these payments current; and
Whereas, the amount and timing of receipts from WBAI fund drives is uncertain and will be needed for payroll;
Whereas, late payment for WBAI tower and office rent may constitute an immediate threat to the financial position of the
Foundation;
Be it Resolved that, the Pacifica Nation Board hereby authorizes the interim Chief Financial Officer to transfer cash
from other system accounts to bring these payments current when the need is urgent.

Discussion followed.  Reiter moved to substitute with:

The iCFO will have the authority to transfer funds to cover shortfalls at any unit, and will notify the PNB promptly when doing so.

Nwangaza moved_ to amend by adding:

That ICFO and IED make said transfers to cover WBAI's current shortfalls and to do so only so as to and in a manner which avoids future repetition.

Time expired for consideration of item.

Brown asked that he be given time to report concerning the finances of WPFW.  J. Ross asked Brown to please send copies of his report to all if time ran out.  Chair announced that time for the meeting had expired.  Brown asked that the report on
WPFW be at the start of the next meeting.

IV. Adjourned. 

Young moved to adjourn.  Hearing no objections, Open Session adjourned at 10:20 pm (ET).

Minutes Scribed and Prepared by:  Richard Uzzell, PNB Recording Secretary
Minutes Approved by the Pacifica National Board:

Pacifica National Board -- Teleconference (Open Session)

8:30 pm Eastern Time, 7:30 pm Central Time, 5:30 pm Pacific Time

Originating in Various Locations

April 5, 2009

MINUTES

I. Call to Order/ Opening Business.

PNB Chair Grace Aaron called meeting to order at 8:09 pm (ET).   Jamie Ross agreed to serve as time keeper.

a.   Roll Call/ Quorum.

Recording Secretary Richard Uzzell called the roll and a quorum was established.

Present: Sherry Gendelman, Grace Aaron, George Reiter,  Nia Bediako, Bonnie Simmons, Shawn O'Brian,  Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross,  Jim Brown,  David Beaton, Acie Byrd, Efia Nwangaza,  Luzette King
                  
Absent: Andrea Turner

Also Present: LaVarn Williams, Interim CFO; Ricardo De Anda, Int. Gen. Counsel

 
The following members were present: Grace Aaron, David Beaton, Nia Bediako, Carolyn Birden, Jim Brown, Acie Byrd, Kathryn Davis, Campbell Johnson, Sherry Gendelman, Luzette King, Efia Nwangaza, Sean Casey O’Brien, George Reiter, Jamie Ross, Rico Ross, Wendy Schroell, Bonnie Simmons, Andrea Turner, Joe Wanzala, Susan Young

[Also present:] Dan Siegel, Donna Niemann

The following members were absent: Sandra Rawline, Leslie Radford

The trainer for orientation had not arrived by 12:40.

The chair called the meeting to order at 8:34PM EST

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

[Also present:] Lonnie Hicks, Dan Siegel, Donna Niemann

The following members were absent:
Margaret Prescod, Lori Taguma