Approved Minutes

PNB In-Person Los Angeles Meeting

Saturday, July 28, 2007

Public Session convened at 9:25 am PT.

Present for all or part of public session: Dave Adelson (DA), Mary Berg (MB), Evelyn Bethune (EB), Acie Byrd (AB), Lydia Brazon (Lydia), Lisa Davis (LD), Chandra Hauptman (CH), Ray LaForest (RLF), Bob Lederer (BL), Margaret Prescod (MP), Sarv Randhawa (Sarv), Sandra Rawline (SR), Berthold Reimers (BR), Rip Robbins (Rip), Rob Robinson (RR), Thomas Ruffin (TR), Wendy Schroell (WS), Lori Taguma (LT), LaVarn Williams (LW), Michael Woodson (MW). Greg Guma, ED (GG); Lonnie Hicks, CFO (LH). Dan Siegel, corporate counsel.

Absent: Ambrose Lane (AL), Don White (DW).

Revisions of Saturday Agenda (see amended agenda in Appendix 1):

9:40 am. Affiliate Task Force (written report included in board packet): Rip presents motion.

10:16 am. Affiliates Task Force motion as amended: that a proposed fiscal allocation for the Affiliate Coordinator/Outreach Director, as outlined by the Affiliate Task Force recommendations to the National Finance Committee, be included considered in the National Office budget beginning with 2008, w/ line items as necessary for an Outreach Division, and that the Affiliate Coordinator/Outreach Director needs a commensurate salary that will be determined in the next two weeks by the HR Director, the ED, and Chair of the Affiliates Task Force.

Passed as amended 12-4 with 2 abstentions.

10:17 am. Election Cmte:

LB motion: to increase N.E.S. Hours from 120 to 160. Financial impact approx. $1,000.

DA. Not in order now. Will be 1^st item of new business on Sunday.

10:22 am. N.E,.S Report. Casey Peters. 10:26 am. Questions/comments from board members.

10:40 am Governance Cmte. Sarv: No motions at this time.

10:45 am. Personnel/ED Search Cmte. LB: Have received approx. 25 applications to date. Will present motion under “new business” on Sunday to increase posted salary range to $100,000.

10:48 am. Programming Cmte. RR: (written report included in board packet) No motions at this time.

10:53 am. Tech Cmte. (written report included in board packet):. MW: Motion re PNB calendar.

Whereas Pacificafoundation.org now has the capacity to accommodate the National Board calendar needs, and that Pete Korakus has requested a change be made in the calendar process, and that the Technology

Committee has passed the following,

The PNB Technology committee requests that the web location for officially noticing all Pacifica National Board meetings as required by the bylaws, is now Pacificafoundation.org, replacing KPFTx.org

11:05 am. Motion by WS/MB: to postpone a Tech Committee motion on PNB meeting calendar to September in-person meeting when we'll have instructions and logins for posting.,

11:14 am. Passed 13-4.

11:15 am. Finance Cmte Report: LW.

11:22 am. NFC motion recommended from the PNB Finance Committee, adapted for PNB approval by the NFC secretary:

1:32 am. LW moves to postpone until Sunday when we will have heard the CFO's full report.

11:35 am. Motion to postpone passed without objection.

11:35am. Audit Cmte. LD: No written report at this time. Working to finalize Financial Procedures Manual.

11:40 am. Archives. Lamont Yeakey: No specific report at this time; but urged the board to consider the importance of the archives.

11:42 am. Racism and Sexism Cmte. LD: Read text of a motion referred to Governance Cmte re language to incorporate in the PNB Code of Conduct [text not available electronically for inclusion in these minutes].

11:48 am. COI (Committees of Inclusion). RLF: Cmte has been populated, have room for 5 more members.

12:01 pm. KPFK Special Commemorations to Roy Tuckman (Something's Happening), Joy Kiugelman (Filem Club), and Julio Martinez (Arts in Review).

12:15 pm. Public Comment. 18 speakers.

1:01 pm. KPFK GM asked for 2 minutes at his time. Motion to table until GM report failed 2-8.

Motion to give 2 minutes passed 10-2.

1:05pm. Break

2:35 – 5:35 pm. ADA Report and Training; Francie Moeller.

5:35 pm. MP moved 10 minutes for additional public comment before PRA Report. Passed without objection.

5:42-- 5:54 pm. Public Comment. 5 speakers.

5:54 pm Archives Report (written). Brian DeShazer.

6;41-7:45 pm. BREAK

7:45-8:50 pm. CFO Report: LH. (written report included in board packet)

8:50 pm. Digital Distribution Report: RR. (written report included in board packet)

9:25 pm. KPFK Station Report: Eva Georgia et al.

10:15—10:47 pm. GM Reports (written reports included in board packet). WBAI: Robert Scott Adams; KPFT: Duane Bradley; KPFA: Lemlem Rijio.

Public Session adjourned at 10:48 pm.

Minutes submitted by Mary Berg, secretary

Appendix 1: Saturday Agenda as Amended.

9:00 – 11:30 Committee / Task Force Reports (2 hours, 30 mins.)

* Affiliates (30 minutes)

* Elections (20 minutes)

* Governance (20 minutes)

* Personnel (10 minutes)

* Programming (15 minutes)

* Technology (20 minutes)

* Finance (15 minutes)

* Audit (5 minutes)

* Archives (10 minutes)

* Racism and Sexism (5 minutes)

* COI

11:20 – 12:00 Public Comment (30 minutes)

12:00 – 1:00 Lunch

1:00 – 4:00 ADA Report and Training (3 hours)

* Francie Moeller

4:00 – 5:30 Staff Reports (90 120 minutes) – order below

4:00 – 4:30 Finances – Lonnie Hicks (30 minutes)

4:30 – 4:50 Technology – Jon Almeleh and Pete Korakis (20)

4:50 – 5:10 Pacifica Radio Archives – Brian DeShazor (20)

Additional Public Comment (10)

5:10 – 5:30 Programming – Nathan Moore Digital Distribution (20)

Election (10)

5:30 – 6:30 Dinner

6:30- 8:00 Station Reports (90 minutes)

(Note: for all reports, the manager or staff member will have 1/3 of the allotted time for presentation, 2/3 of the time will be used for discussion with the board)

6:30 – 7:15 Focus Station – KPFK (45 minutes)

7:15 - 8:00 Other Station Discussions (45 minutes)

Adjourn at 8:00 p.m.

________________________________________________________________________________

Appendix 2: Full text of Finance Cmte motion re Budgeting of Expenses for FY 08:

Whereas , the operating expenses of the PF are increasing annually qt a rate faster than is being matched by increases in income:

Therefore, be it resolved:

a) That Pacifica shall hold all expenditures in FY '08 to FY '07 levels;

b) That Pacifica shall not hire any new staff in FY '08, holding salary expenses to FY '07 levels.

c) That Pacifica shall accumulate a small contingency fund for potential use by stations in case drives do not perform;

d) that Pacifica shall focus on revenue producing activities in FY '08; and

e) That the ED and CFO shall continue to monitor WBAI revenue shortfall or recovery in FY '08 and its impact on the 2008 budget.

PNB In-Person Los AngelesMeeting

Sunday, July 29, 2007

Motions passed (1^st draft):

10:16 am. Affiliates Task Force motion that a proposed fiscal allocation for the Affiliate Coordinator/Outreach Director, as outlined by the Affiliate Task Force recommendations to the Natonal Finance Committee, be considered in the National Office budget beginning with 2008, with line items as necessary for an Outreach Division, and that the Affiliate Coordinator/Outreach Director needs a commensurate salary that will be determined in the next two weeks by the HR Director, the ED, and Chair of the Affiliates Task Force.

Passed 7/28/07 12-4 w/ 2 abstensions.

11:14 am. Motion by WS/MB to postpone a Tech Committee motion on PNB meeting calendar to September in-person meting when we'll have instructions and logins for posting.

Passed 7/28/07 13-4.

NFC motion recommended from the PNB Fincance Commottee, adapted for PNB approval by the NFC secretary:

Whereas , the operating expenses of the Pacifica Foundation are increasing annually at a rate faster than is being matched by increases in income:

Therefore, be it resolved:

Approved Minutes

PNB In-Person Los Angeles Meeting

Opening Session Friday, July 27, 2007

Public Session convened at 6:40 am PT.

Present for all or part of public session: Dave Adelson (DA), Mary Berg (MB), Evelyn Bethune (EB), Acie Byrd (AB), Lydia Brazon (Lydia), Lisa Davis (LD), Chandra Hauptman (CH), Ray LaForest (RLF), Bob Lederer (BL), Margaret Prescod (MP), Sarv Randhawa (Sarv), Berthold Reimers (BR), Rip Robbins (Rip), Rob Robinson (RR), Thomas Ruffin (TR), Wendy Schroell (WS), Lori Taguma (LT), LaVarn Williams (LW), Michael Woodson (MW). Greg Guma, ED (GG); Lonnie Hicks, CFO (LH). Dan Siegel, corporate counsel.

Absent: Ambrose Lane (AL), Sandra Rawline (SR), Don White (DW).

6:45 pm. Approval of Agenda. Agenda approved without objection.

6:46 pm. Meeting procedure.

2-min speaking time limit per member. For procedural motions, 2 speakers for, 2 against.

For motions to postpone indefinitely, 3 for, 3 against. Agreed without objection.

6:49 pm. Approval of Public Session Minutes. BL moved to approve minutes of 4/6, 5/3 and 6/28. MW 2nd. All approved without objection.

6:51pm. Public Comment. 11 speakers.

7:16 pm. ED Report ( (written report included in board packet). 7:29 pm. Comments/questions from board members.

7:57 pm. Affiliates report (written report included in board packet): Ursula Ruedenberg. 8:14 pm. Comments/questions from board members.

Public Session adjourned at 8:27 pm.

Minutes submitted by Mary Berg, PNB secretary.

Appendix 1:

Agenda Friday, July 27, 2007

9:30 – 1:00 Executive Session (3 hours, 30 minutes)

* Legal and other issues before the foundation

* CFO Evaluation

* ED Status

1:00 -2:00 p.m. Lunch

2:00 – 5:00 Board Discussion (3 hours)

Who We Are as a Network: the relationship between local and national programming

5:00 – 6:00 Dinner (60 minutes)

PNB Opening Session

6:00 Welcome and roll call (10 minutes)

6:10 Approval of agenda (10 minutes)

6:20 -- 6:30 Consideration of motions on meeting procedure –

i.e. speaking time, processing procedural motions, etc. (10 minutes)

6:30 -- 6:40 Approval of available minutes (10 minutes)

6:40 – 7:10 Public Comments (30 minutes)

7:10 Break

7:15 – 7:40 Executive Director Report (25 minutes)

7:40 –- 8:10 Opening Presentation & Questions

Affiliates Program – Ursula Ruedenberg (30 minutes)

Approved Minutes

Submitted by Mary Berg, secretary

PNB Teleconference Meeting

Thursday, May 3, 2007

8:00 pm Eastern Time

Public Session convened at 8:27 pm ET.

Note: the meeting included a public and an executive session. The executive session FOLLOWED the public session.

Present for all or part of public session: Mary Berg (MB), Evelyn Bethune (EB), Acie Byrd (AB), Lydia Brazon (Lydia), Lisa Davis (LD), Chandra Hauptman (CH), Ray LaForest (RLF), Ambrose Lane (AL), Bob Lederer (BL), Margaret Prescod (MP), Sarv Randhawa (Sarv), Sandra Rawline (SR), Rip Robbins (Rip), Rob Robinson (RR), Thomas Ruffin (TR), Don White (DW), Lavarn Williams (LW), Michael Woodson (MW). Greg Guma, ED (GG); Lonnie Hicks, CFO (LH). Dan Siegel, Corporate Counsel.

Absent: Dave Adelson (DA), Berthold Reimers (BR), Wendy Schroell (WS), Lori Taguma.

Approval of Agenda: AL moved to adopt the agenda. RR 2^nd. Approved without objection.

MP Motion from 5/23/07 regarding Mumia Abu Jamal ( full text is in Appendix II below) Passed without objection.

REPORTS:

9:03 pm. ED Report – GG: including 3D progress report, and ideas regarding July in-person

PNB meeting in Los Angeles (personnel and sensitive legal issues included in

executive session)

9:15 pm. CFO Report – LH:

9:34 pm. Programming Committee recommendations on FCC indecency policy issues – RR:

9:43 pm. Elections Committee report – LB:

10:26pm. Motion for Early Hire of L.E.S. Presented by LB:

That this committee requests that the PNB authorize the National Election Supervisor to hire Local Election supervisors beginning in June.

9:52 pm. Motion passed without objection.

9:57 pm. BL moved that PN hold a special meeting before July 3 to consider amendments to bylaws concerning length of delegates' terms; and to authorized Chair to conduct a poll of the PNB members regarding meeting dates.

10:01 pm. Personnel Committee report re CFO Evaluation.

LW proposed amendment that upon the conclusion of the evaluation process, an HE person should deliver to , and negotiate with, the CFO regarding the results of the evaluation by the PNB.

10:43 pm. Vote on amendment failed 4-7, 4 A.

Y: Rip, SR, CH, LW.

N: AB, AL, RR, TR, RLF, BL, MW, LB.

A: WS, MB, MP, LT.

10:45 pm. Vote on main motion passed, with LW and WS abstaining but otherwise without objection.

10:46 PM. Search Committee report – LB: [Note: the report, including the full text of the job posting, is provided in Appendix II below.]

10:54 pm. LB moved that the PNB approve the following recommendations from the ED Search Committee:

● That the ad shall be posted as soon as possible  on all Pacifica websites and targeted media buys not to exceed $2,000  and of course free of charge placements as well.

● The proposed budget cap on search firm expenses; $20,000 including  travel for candidates. ● Proposed moving expenses, if necessary, for new E.D.: $5,000
● Once a search firm is selected, an additional $3,000 is recommended  for ads.
● There was discussion that $80,000 is still low for this position, but may be included in the listing.

BL moved to amend the job posting language to add at the end, following the “equal opportunity” paragraph, the sentence, “Women, people of color and members of other under-represented groups are strongly encouraged to apply.” Passed without objection.

11:00 pm. Motion as amended passed without objection.

11:04 pm. Meeting adjourned.

APPENDIX I: Proposed Meeting Agenda, including Proposed Times:

The meeting will begin with a public session followed by an Executive

session to address confidential personnel and legal issues, including ED

status issues and other legal matters:

The purposes of the public portion of the meeting (1 hr 30 min) are:

- Roll Call and approval minutes (if available) -- 5 min

Reports:

- Motion regarding Mumia Abu Jamal ( see text below) -- (10 min)

- ED Report including 3D progress report, and ideas regarding July in-person PNB meeting in Los Angeles (personnel and sensitive legal issues included in executive session) -- (10 min)

-CFO Report (10 min)

- Programming Committee recommendations on FCC indecency policy issues (10 min)

- Elections Committee report (10 min)

- Personnel Committee report (10 min)

- Search Committee report (10 min)

APPENDIX II: FULL TEXT OF MOTIONS AND REPORTS PRESENTED:

RESOLUTION IN SUPPORT OF A NEW TRIAL FOR MUMIA ABU-JAMAL

Submitted by: Margaret Prescod, Director, KPFK

May 23, 2007

Whereas Mumia Abu-Jamal, an award-winning journalist and former president of the National Association of Black Journalists, has been on death row since 1982 for the murder of a white police officer. Mumia was known at the time for his journalism on police abuse and corruption;

Whereas On May 17 2007 the US Court of Appeals Third Circuit in Philadelphia heard arguments requesting a new trial for Mumia on such constitutionally important issues as due process, equal protection under the law and racism in jury selection. According to Mumia's lead attorney Robert Bryan, "Racism and politics are threads which have run through this case since his 1981 arrest. The issues before the court concern the right to a fair trial, the

death penalty, and the political repression of an outspoken journalist.";

Whereas if the court rules in Mumia's favor it could lead to a new trial which for the first time would afford Mumia the opportunity to put his account of events before a jury;

Whereas the case for a new trial includes:

- Racism in jury selection - in a city that at the time was 43% Black and 60% people of color, only two jurors were Black. One study found that "in 317 capital trials in Philadelphia between 1981 and 1997, prosecutors struck

51% of black jurors and 26% of non-black jurors." (Cited in NAACP amicus brief)

-The late Judge Albert Sabo, presiding at Mumia's original trial and post-conviction, had been responsible for putting more people on death row than any other judge in the US.

Whereas during Mumia's first trial Judge Sabo was overheard, by a court stenographer, saying he would help the prosecution "fry the nigger";

Whereas it has been established that Mumia who was driving a taxi at the time and therefore legally allowed to carry a gun, never had his gun tested to see if it was fired, nor had his hands tested for residue. Bullets in

Mumia's gun did not match the bullets found in the officer's body. Mumia who took over his own legal defense was ejected from the courtroom and never had a chance to put this and other aspects of his case before the jury. Recently discovered photos of the crime scene show the officer's hat in two locations, no bullet marks on the sidewalk, police mishandling the guns, and no sign of a taxi that was supposedly parked behind the officer's car – all contradicting the prosecutor's case and those of their "eyewitnesses";

Whereas a federal investigation in the 1980s resulted in the conviction of thirty-one Philadelphia police officers, and the Philadelphia Inquirer referred to the city as a "petri dish for corruption";

Whereas The NAACP Legal Defense and Educational Fund (LDEF) joined Mumia's lead attorney in arguing Mumia's case at the May 17th hearing. The National Lawyers Guild along with the NAACP/ LDEF each filed an amicus curiae (friend of the court) brief;

Whereas, over 150 leading lawyers in the UK wrote the US court asking for redress for the gross racism that permeated the original trial and subsequent hearings;

Whereas, the Local Station Board of Pacifica Radio's KPFK passed a resolution in support of a new trial for Mumia;

Therefore be it Resolved that the National Board of Pacifica Radio supports a new trial for Mumia Abu-Jamal. We encourage all Pacifica stations and affiliates to cover this new phase in the case of Mumia Abu-Jamal and

movements in support.

*******************************************************

PNB EC MOTION FOR EARLY HIRE OF L.E.S. That this committee requests that the PNB authorize the National Election Supervisor to hire Local Election supervisors beginning in June.

Motion to recommend early hire of local election supervisors

Adopted at a regular (teleconference) meeting of the PNB ELECTIONS COMMITTEE May 22, 2007.

Motion from Lydia Brazon:

That this committee requests that the PNB authorize the National Election Supervisor to hire Local Election supervisors beginning in June.

MOTION APPROVED without objection.

Committee Secretary is instructed to send copy of approved motion to National Finance Chair for NFC input.

Secretary's NOTE: This motion was introduced after hearing an oral report from Casey Peters; and
follow-up discussion concerning the need to utilize the Local Election Supervisors in spearheading list
clean-up work.

*******************************************************

PERSONNEL COMMITTEE REPORT FROM LYDIA BRAZON:

The Personnel Committee has approved the evaluation survey form and  cover letter and will be sent by Berthold to the board.

Chandra will assist in the first phase of sending the evaluation form  out to all eligible recipients.

There will be a Pacifica P.O. box for the forms to be returned to.

The process after the forms are returned, will be similar to the  process for the E.D. evaluation.
In executive session of the the PNB July 29 meeting, everyone will  receive hard copies of the data from the survey forms and an  evaluation form will be completed by PNB members. The CFO will also  have an initial period of conversation with us with a second  executive session with the results of our evaluation and subsequent  discussion with the CFO.

Once the PNB approves the form, the evaluation survey will be sent  out and 3-4 weeks will be allowed for return, depending on how soon  we can clean up the email lists of all intended recipients.

Thanks.

Lydia
213-999-1037

*******************************************************

ED SEARCH COMMITTEE REPORT:

The search committee agreed to the language for the website posting  and it may be used, edited down when necessary, for ad placements. The  committee recommends that the ad shall be posted as soon as possible  on all Pacifica websites and targeted media buys not to exceed $2,000  and of course free of charge placements as well.

The proposed budget cap on search firm expenses; $20,000 including  travel for candidates.

Proposed moving expenses, if necessary, for new E.D.: $5,000

Once a search firm is selected, an additional $3,000 is recommended  to ads.

There was discussion that $80,000 is still low for this position, but may be included in the listing.

Search Committee members were each asked to contact the search firms  we have identified to date and they will report their findings by  Tuesday, June 12.

JOB OPPORTUNITY (website posting)

The Search Committee is recommending the copy below to be used for website postings and may serve as the boiler plate for modified, abbreviated variations of this for targeted media placements. The committee recommends that once approved, this shall be posted on the Pacifica website as well as the websites of all five stations. Additional ads will be placed as decided by search committee.

EXECUTIVE DIRECTOR

Pacifica Foundation – Berkeley, California

The Pacifica Foundation (Pacifica), the oldest network of non- commercial, community-based radio stations in the United States, is seeking to hire a new Executive Director. Founded in 1946, Pacifica provides alternative, community-based, free speech, listener- sponsored radio without any corporate underwriting. Pacifica owns and operates five FM radio stations including WBAI in New York City, WPFW in Washington, DC, KPFT in Houston, Texas, KPFK in Southern California and KPFA in Northern California. Pacifica distributes news, public affairs, music and other programs to non-commercial radio stations, schools, colleges, universities, and individuals throughout the United States and abroad. Pacifica also has over125 community radio station affiliates.

With an annual budget of over 18 million dollars, 173 paid staff, and over 1,000 unpaid staff and volunteers, Pacifica encourages and provides outlets for the creative skills and energies of its staff and the communities it serves while seeking to enhance the cultural welfare of the areas in which it operates. The Foundation is governed by an elected Board of Directors comprised of individuals who support Pacifica’s mission of peace, social justice and progressive social change.

The Executive Director is responsible for all day-to-day management activities of the Foundation including the hiring, firing and supervising of national office and managerial staff; implementing Board policy and by-laws; overseeing fundraising and development activities; supervising production and distribution of national programming; working with the Chief Financial Officer to maintain fiscal and physical integrity; complying with the Corporation for Public Broadcasting and FCC rules and regulations and State and Federal laws and requirements. It is the job of the Executive Director to ensure that the Foundation is managed in a fiscally and socially-responsible fashion that complies with its mission. The Executive Director will also be responsible for navigating the institution through major technological changes and responding to political and financial challenges.

The Executive Director reports to the collective body of the 22 member Pacifica Foundation Board of Directors. The Executive Director is selected, supervised, and discharged by the Board and is subject to the Board’s annual evaluation.

SKILLS/KNOWLEDGE:

1) Executive management skills (e.g., financial/program planning, managerial expertise, human relations/resources);

2) Broadcasting industry skills and experience including programming, distribution, marketing and fundraising;

3) Ability to work cooperatively with the Board of Directors, staff and station management;

4) Excellent communication skills (written and oral);

5) The ability to provide visionary leadership in a diverse, multi- cultural, and intellectually charged environment;

6) A personal commitment to peace, economic and social justice; and

7) Experience working in a volunteer-driven, grassroots, social change institution, preferably in the field of radio broadcast media.

EXPERIENCE/EDUCATION:

The ideal candidate will possess a college degree and/or at least 10 years of relevant radio broadcast experience, including experience as a 501(c) (3) non-profit manager, or similar position, two years preferably as a General Manager of a noncommercial radio broadcasting station or similar position.

SALARY RANGE: Starting salary $80,000, negotiable depending on experience

Send cover letter and resume to:

Phil Osegueda

The Pacifica Foundation

1925 Martin Luther King Jr. Way

Berkeley, CA 94704

Phone: 510-849-2590, x 210; Fax: 510-849-2617; E-Mail: This e-mail address is being protected from spam bots, you need JavaScript enabled to view it

The Pacifica Foundation is an equal opportunity employer and does not discriminate against people on the basis of race, gender, gender identity, ethnicity, religious affiliation, sexual orientation, color, ancestry, national origin, marital status, medical condition, age or disability.

*******************************************************

Approved Minutes

Submitted by Mary Berg, secretatary

PNB Teleconference Meeting

Thursday, May 3, 2007

8:00 pm Eastern Time

Public Session convened at 8:27 pm ET.

Note: the meeting included a public and an executive session. The executive session FOLLOWED the public session.

Present for all or part of public session: Dave Adelson (DA), Mary Berg (MB), Evelyn Bethune (EB), Acie Byrd (AB), Lydia Brazon (Lydia), , Chandra Hauptman (CH), Ray LaForest (RLF), Ambrose Lane (AL), Bob Lederer (BL), Margaret Prescod (MP), Sarv Randhawa (Sarv), Sandra Rawline (SR), Rip Robbins (Rip), Rob Robinson (RR), Thomas Ruffin (TR), Wendy Schroell (WS), Lavarn Williams (LW), Michael Woodson (MW).

Absent: Lisa Davis (LD), Berthold Reimers (BR), Don White (DW), Lori Taguma; Greg Guma, ED (GG); Lonnie Hicks, CFO (LH).

Purpose of Public Session: To set dates of in-person meetings for July and September.

8:28 pm. Approval of Agenda: MB moved to adopt the agenda. 2^nd. Approved without objection.

8:30 pm. AB moved hold the meetings on the last weekends of July and September. 2^nd. It was agreed without objection to divide the motion.

8:35 pm. WS made substitute motion to hold the meeting on the 1^st weekend of July. SR 2^nd..

8:40 pm. Vote on substitute motion: Failed 5-9.

Yes: MP, Rip, SR, WS, LW.

No: AB, RR, AL, TR, BL, EB, MW, LB, MB.

A: RLF, CH.

8:39 pm. LW moved to open debate on the weekend of 7/11. SR 2^nd.

8: 43 pm. Vote (Needs 2/3): Failed 4-7.

Yes: Rip, WS, LW, MP.

No: AB, AL, RR, TR, EB, LB, MB, .

A: RLF, BL, SR, MW, CH.

8:48 pm. Vote on main motion (to hold meeting on last weekend of July): Passes 10-4.

Yes: AB, AL, RR, TR, RLF, BL, EB, MW, LB, MB.

No: SR, WS, LW, MP.

A: Rip, CH.

8:50 pm. Consideration of AB motion to hold September in-person meeting on last weekend of month. Motion was approved without objection.

Public Session adjourned at 8:53pm.

Approved Minutes

Submitted by Msry Berg, secretary

PNB Teleconference Meeting

Friday, April 6, 2007

8:00 pm Eastern Time

Public Session convened at 8:20pm ET (All tiimes ET unless otherwise noted).

Note: the meeting included a public and an executive session. The executive session FOLLOWED the public session.

Present for all or part of public session: Dave Adelson (DA), Mary Berg (MB), Acie Byrd (AB), Lydia Brazon (Lydia), Lisa Davis (LD), Chandra Hauptman (CH), Ray LaForest (RLF), Bob Lederer (BL), Sarv Randhawa (Sarv), Sandra Rawline (SR), Rob Robinson (RR), Thomas Ruffin (TR), Wendy Schroell (WS), Lori Taguma, Don White (DW), Lavarn Williams (LW), Michael Woodson (MW); Greg Guma, ED (GG); Lonnie Hicks, CFO (LH).

Absent: Evelyn Bethune (EB), Ambrose Lane (AL), Margaret Prescod (MP), Berthold Reimers (BR), Rip Robbins (Rip).

Approval of Agenda: MB moved to adopt the agenda. 2^Nd by RR.

[Note: Agenda is shown in Appendix 1, below.]

[8:28pm] Agenda approved as amended.

DA passed chair to Sarv, so as to present PNB CC Report [see Appendix 2].

[8:29 pm] PNB Meeting Planning: DA read the four motions; discussion ensued.

[8:52 pm] MB moved to adopt the four motions. 2^nd by BL. Passed without objection.

[8:58] DA: Next item is Digital Distribution Development (D3) contract recommendation. The ED has proposed entering into a contract, and the board needs

BL: Point of Information (POI). What motion are we discussing? Has not seen a motion.

Lydia moved that the board adopt the ED's recommendation regarding the D3 contract.

MB: Point of Order (POO). Feels this motion is out of of order (OOO) at this time. We are considering the conflict of interest issue, not that we recommend entering into a contract.

9:04 Sarv ruled the motion OOO. Discussion ensued.

Vote to uphold the ruling of the Chair: FAILED 5-8.

Yes: MB, LW, RLF, MW, TR.

No: DA, Lydia, DW, BL, AB, SR, WS, CH.

A: LD, LT.

[9:18] DA made substitute motion that the board find the contract is in the interest of the Foundation and should be enterd into, notwithstanding the conflict of interest. 2^nd.

Public Session adjourned at 11:26 pm.

********************************************

Appendix 1. Proposed Agenda, adopted without objection:

1) Roll call and approval of agenda (10 min)

2) Coordinating Committee Report [Note: Full text of the report is given in Appendix 2, below]:

PNB meeting planning (30 min)

D3 project recommendation (30 min)

• Deliberation on conflict of interest related to D3 project proposal (some portions of this deliberation may be conducted in exec. session if necessary to comply with Article 13 Section 3 of the bylaws, as reprinted below)

3) FCC indecency resolution (30 min)

-------

Article 13 SECTION 3. DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES

An Interested Person must disclose in writing all material facts related to an actual or potential Conflict of Interest to the Board and/or the members of a committee considering a proposed contract or transaction to which the Conflict of Interest relates. If a contract or transaction is not being considered by the Board or a committee, the required disclosure must be made to the Board Chairperson. Until a Conflict of Interest has been voted upon by the Board in accordance with this Section 3, an Interested Person shall refrain from any action that might affect the Foundation's participation, or that of any of its radio stations, in any contract or transaction affected by a Conflict of Interest.

After disclosure of the Conflict of Interest and all material facts, and after the Interested Person responds to any questions that the Board may have regarding the Conflict of Interest, the Board shall discuss the matter, outside the Interested Party's presence, and vote on the contract or transaction in question. If the Interested Person is a Director, s/he may not vote on the contract or transaction to which the Conflict of Interest relates, but may be counted in determining the presence of a quorum for purposes of the vote.

The Board shall determine by a majority vote of the disinterested Directors whether a Conflict of Interest exists and, if so, whether it is in the Foundation's (or a Foundation radio station's) best interest

to nonetheless enter into the contract or transaction. If appropriate, the Board Chairperson may appoint a disinterested person or committee to investigate alternatives to a proposed contract or transaction. In order to approve the contract or transaction, the Board must in good faith after reasonable investigation make the following determinations:

(A) that the contract or transaction is for the benefit of the Foundation; and

(B) that the contract or transaction is fair and reasonable; and

(C) that the Foundation is not likely to obtain a more advantageous arrangement with reasonable effort under the circumstances.

The minutes of the Board or committee meeting shall reflect: (D) that the Conflict of Interest was disclosed; (E) the Board or committee's decision regarding the Conflict of Interest, including a statement that the Interested Person was not present during the final discussion and vote; and (F) that the Interested Person abstained from voting.

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Appendix 2: PNB Coordinating Committee Report:

Motions passed by the PNB COORDINATING COMMITTEE
at its Friday 4/1/07 Teleconference.

Motion: Schedule a 2-hour executive session for Friday morning for evaluation of ED, plus 1 hour Sunday morning if needed.

Motion: (as amended to allow for Brian DeShazor archives report, which must happen before 5:00pm Friday): proposes 3-4 hours on Friday for report-back from programming summit, and board discussion and concrete implementation.

Motion: 2-hour discussion with our management re: implementation of Lane’s motion (made at previous meeting) regarding establishing an internet presence.

Motion: that the chair send the CC a draft agenda incorporating CC discussion and motions, plus the usual items, which the PNB can consider on 4/6.

note: the CC did not develop a motion on the digital distribution project, instead opting to pass the question to the full board.

Approved Minutes

PNB Teleconference Meeting

Friday, March 23, 2007

8:00 pm Eastern Time

Public Session convened at 8:22pm ET.

Note: the meeting included a public and an executive session. The executive session FOLLOWED the public session.

Present for all or part of public session: Dave Adelson (DA), Mary Berg (MB), Elizabeth Bethune (EB), Acie Byrd (AB), Lydia Brazon (Lydia), Lisa Davis (LD), Chandra Hauptman (CH), Ray LaForest (RLF), Ambrose Lane (AL), Bob Lederer (BL), Sarv Randhawa (Sarv), Sandra Rawline (SR), Rip Robbins (Rip), Rob Robinson (RR), Thomas Ruffin (TR), Wendy Schroell (WS), Don White (DW), Lavarn Williams (LW), Michael Woodson (MW); Greg Guma, ED (GG); Lonnie Hicks, CFO (LH).

Absent: Margaret Prescod (MP), Berthold Reimers (BR), Lori Taguma.

PNB Teleconference
Sunday Feb 25, 2007
5:00 pm Eastern Time
Minutes submitted by Mary Berg, PNB Secretary

Approved without objection on 4/21/07

The meeting began with a public session, which was followed by an executive session to address confidential personnel and legal matters.

Present for all or part of public session: Dave Adelson (DA), Mary Berg (MB), Acie Byrd (AB), Lydia Brazon (Lydia), Lisa Davis (LD), Chandra Hauptman (CH), Ray LaForest (RLF), Ambrose Lane (AL), Bob Lederer (BL), Sarv Randhawa (Sarv), Sandra Rawline (SR), Berthold Reimers (BR), Rip Robbins, Rob Robinson, Thomas Ruffin, Wendy Schroell, Lori Taguma, Don White (DW), Lavarn Williams (LW), Michael Woodson (MW); Greg Guma, ED (GG); Lonnie Hicks, CFO (LH).

Absent: Evelyn Bethune (EB), Margaret Prescod (MP).

Minutes PNB Teleconference 3-10-06
Approved 5-8-06
Agenda
Public Session (proposed duration 165 min)
1) Roll Call and Approval of the Agenda (15 min)
2) Approval of Minutes for 2/20/06 PNB teleconference, if available (5 min)
3) Coordinating Committee report (public session) (45 min total, 15 min for first item, 30 min for second item)
- recommendation for board training on Race and Nationality (details below)
- motion on WPFW LSB election of PNB representatives (copied below)
4) Finance Committee motion on Budget Calendar (copied below) (10 min)
5) Reconsideration of PNB Committee Composition (20 min)
6) Board member conduct (30 min)
7) KPFT LSB suspension of Ken Freeland (20 min)
Adjourn to Executive Session

PNB Teleconference Minutes
Monday, February 20 2006
Approved 4-24-06

Agenda
Public session (3 hrs 50 min total, incl. executive session)