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Report from interim Executive Director

Report to the PNB from the interim Executive Director

October 2009

Here we are in early October 2009 looking at a landscape for Pacifica that’s now trending upward after a very scary multi-year decline.

Major steps have been taken by current senior management to make the Foundation stronger fiscally. These actions have greatly improved fund drive performance at WBAI, our New York City station, in two consecutive fund drives. As 80% of our income is from on-air fund raising, this is very significant. The same techniques used to improve our on-air income at WBAI are going to be used at WPFW, our Washington, D.C. station. We have reason to believe that these improvements will also result in better revenue at WPFW.

All of our stations had weak winter fund drives last year but recovered in the fall, some more than others. The recovery at WBAI was very substantial and both the spring and summer drives at that station showed better per day pledge totals than had been seen in many years. KPFT, our Houston station, went from being 27% under its budgeted winter fund drive goal to 10% under in its spring drive. It's most recent summer drive came in about 9% above its goal, showing gradual but steady improvement. There is also the promise of significantly improved on-air fund raising at WPFW, which has had the most recent management change.

KPFK in Los Angeles has just reached its fund drive goal of $1.15 million, which, as far as I know, is the highest amount ever raised at that station in a fund drive.

This has not been easy in difficult economic times. It says much for the energy, creativity, and dynamism of our staff and their positive response to improved local management at several stations.

We are rapidly adjusting to a weak national economy with better fund drive strategies and planning, and utilizing lessons learned from our sister stations and our Affiliate Network.

Most importantly, programming is being improved at our stations, which should result in increased listenership that will almost definitely improve our revenue.

Austerity measures were taken in late 2008 at several of our stations that have brought us some financial relief. Further cuts are possible and will be used to balance our budgets if necessary.

Currently, we have no significant long-term debt. We own 3 buildings outright. Our building in Los Angeles that houses KPFK and the Pacifica Archives was appraised about 8 months ago at $4 million. Our building in Berkeley, CA, which houses KPFA and the National Office, would probably appraise at $5 million. We own our building in Houston that houses KPFT that is worth about $250,000.

Legal cases have been settled recently that had been unresolved for literally years.

Major efforts are being made to improve our workplace environments at our 5 stations, Affiliate and Archive Units and National Office. Earlier this year a highly qualified interim HR Director was hired, on-line Sexual Harassment Training is taking place throughout the network, and HR and other complaints are investigated and dealt with very rapidly.

Community Advisory Boards have met and are active at all 5 of our stations. Documentation of these meetings, including website and audio clips of on-air meeting announcements, minutes and rosters are on file at the National Office. The Boards will be generating community needs assessments that will help our stations better understand and serve our listeners.

It is not unusual for the search process for senior management of a conglomerate the size of Pacifica to be a lengthy process, often with an interim period filled by an interim manager or managers. This is currently the case with Pacifica. Our stations are quite independent and capable of functioning with minimal senior management. However, there currently is an intense search process ongoing to find a very qualified permanent ED and CFO and we expect to fill both positions soon. Also, the current interims have stated their willingness to stay on for a period of up to 3 months to ensure a smooth management transition. We see no lack of continuity in the positive financial turnaround of this Foundation.

The real wealth of Pacifica is its people. Paid and unpaid staff, board members, members, listeners, volunteers. All contribute. We couldn’t exist without their dedication, zeal, talent and commitment.

We would be betraying them all if we didn’t demand constantly improving programming, better managed stations, greater efficiency and expansion. Yes, we must increase our Affiliate Network, move out and create a strong international presence, push ahead so that we can purchase more stations, have a dynamic interactive, video enabled website that broadcasts the best of Pacifica 24/7. I personally hope we become a formidable force that reaches more and more people with messages of hope and practical solutions that make a better world. We can do it.

I must personally especially thank LaVarn Williams, our interim CFO and the interim GM at WBAI for her Herculean, tireless and brilliant efforts in those two positions. People tell me she is ‘magic’ and I can tell you that’s true.

I want to thank Ricardo DeAnda for confronting and tackling our legal morass. We now see light at the end of the tunnel.

Ahmad Anderson, our interim HR Director, has been very valuable in this transition period. He is steering us to better workplace practices like our ongoing Sexual Harassment Training. He will be guiding us through the process of training staff on the how’s and why’s of routine staff evaluations. He is helping gather policies and procedures for the Foundation, something long needed.

Thank you to our overworked and talented Finance staff at the National Office, Lynn Magno and Efren Llarinas and to Chris Neira, our National Office Administrative Assistant.

Thank you so much to Jon Almeleh, our National Technical Director and Ursula Rudenberg, our Affiliates Director. Otis Maclay should also be commended. You all know how patient they are and how much they work.

Brian Deshazor and his staff have out done themselves. They have just been awarded a $100,000 grant to preserve historical civil rights material!

At WBAI I want to thank Tony Bates for being a fund drive genius. I want to thank Kathy Davis, as well for her relentless efforts. Also, Esther, Reggie, Sidney, Shawn, Rebecca, Yvonne, and on and on!

I want to let you all know that KPFT, which has always been a ‘by the book’ station, has stepped out ahead of the crowd to improve their programming grid. This took courage on the part of Duane Bradley, KPFT GM and Ernesto Aguillar, the Program Director as well as the rest of the staff, Local Station Board members, etc.

Christine Blosdale, at KPFK, has helped find and pitch premiums that are raising tons of money at several stations. She is creative, positive, omnipresent and indefatigable. Bob Conger, iGM, Alan Minsky, iPD, Jennifer Kiser, assistant GM, Ali Lexa, Webmaster, Zuberi Fields, Jonathan Alexander, Sonali Kolhatkar, Maggie Lepique, Margaret Prescod, etc., etc. all should be commended for excellent work not only at KPFK but for their assistance in strengthening WBAI. KPFK is holding its 50^th Anniversary Fundraiser at the Ford Amphitheater this Friday evening, Oct. 9^th. The headliner is Ziggy Marley.

Mitch Jeserich at KPFA has been continuing to produce programming that elevates Pacifica and sets a standard for excellence. I’m not as familiar with KPFA as I should be. KPFAers -- please thank yourselves for keeping your station going.

Grigsby Hubbard, one of the Founders of WPFW, is now its interim GM. He is working more than can be believed to upgrade the sound, stature and content of the programming there. When I visited WPFW for a few days I was very impressed by their small, but very efficient, friendly, knowledgeable and professional staff. Thanks Grigsby, Gloria Minot, Bobby Hill, Tiffany Jordan, Robert West, etc. WPFW has received a $ 25,000 grant in support of future work with the UCLA School of Public Health, Center to Eliminate Health Disparities in part to launch on-air health segments in 2010. Recently, Cornell West spoke at a fundraiser for WPFW.

All the reports of our GMs, National Board Committees, other key staff will be posted on our website and make interesting reading. Anything I left out can be found in those reports.

Les Radke can’t be thanked enough for his dedication, fairness and perseverance. Thanks also to Michael Sanchez, KPFK’s perfectionist Local Election Supervisor, Renee Asteria, at KPFA, Lydia Harris at WPFW, Ann Shaw at KPFT and Ethan Young at WBAI. You all get the ‘courage under fire’ award! This is the best group of LESes we could have hoped for.

Last but not least, I’d like to thank all the Pacifica National Board members. First, did you know that Carolyn Birden, besides being one of our most diligent Directors, has been housing LaVarn and myself when we’re in NY? This has saved Pacifica and WBAI thousands of dollars!! Jamie Ross, the Chair of our Finance Committee, please apologize to your wife and children. Tell then we’ll give you back some day. Sandra Rawline should be commended for all the work she’s done Chairing the Personnel Committee. You all have worked hard and it is appreciated! I’d like to thank my critics on the PNB. You have no idea how I rely on you to be my quality control arm. This saves me much time. I don’t proofread or look over my shoulder. I trust that the things I’ve messed up or neglected will be found and communicated to me. I mean this sincerely. No one likes criticism, but if there’s no one to do it things can’t be corrected. At first I get irritated and then I listen to my critics because an unfixed error is worse than a bruised ego. Richard Uzzell, our wonderful Secretary, we love you for taking great minutes, your sense of humor and your team that helped clean up the WBAI offices!! What a terrific example you set for us all.

I haven’t mentioned many, many people who deserve praise. Please forgive the oversight.

To conclude my report, I’d like to reassure you that the Pacifica Foundation is currently on better financial footing than many, if not most, radio networks both commercial and noncommercial. It has weathered many storms both internal and external. Pacifica is celebrating its 60th birthday this year. KPFA is celebrating its 60th anniversary this year, KPFK its 50th and KPFT its 39th. I have no doubt that the Foundation will continue to exist far into the future.

The death of radio has been greatly exaggerated. According to the latest Arbitron information, “Overall, public radio continued to expand its weekly reach, rising from 11.2% to 11.8% of the U.S. population over that two-year period [2006-2008], 12% ahead of its 10.5% cume rating in Fall 2005.” [1]

Two reliable sources and a number of news articles show that many commercial and noncommercial radio stations have over leveraged their assets and are now, essentially, owned by banks and other financial giants.[2] Media professionals speculate that the percent of stations close to bankruptcy is 70-90%. This includes Clear Channel, Citadel and other mega radio consortiums. This agglomeration of media in the hands of the few, the wealthy, and, often, the amoral, means that our voice, the voice of independent, noncommercial, democratic, free and open radio MUST not only continue but become stronger, fiercer and keep speaking truth to power.

In peace,

Grace Aaron, Pacifica interim Executive Director

[1] http://www.arbitron.com/downloads/public_radio_today_2009.pdf

[2] http://www.opednews.com/populum/linkframe.php?linkid=98204

Meeting Announcements

For PNB and PNB committee meeting announcements, click on "PNB Calendar" in the navigation menu above, or click here. Most meetings are webstreamed live with a clickable link to the audio provided in the calendared announcement. Archived meeting audio is stored at kpftx.org here.

Management Reports

Many Pacifica and Pacifica station management reports may be found in the "National Office" section of this website rather than the "PNB" section of this website. You can get to that section by clicking here.

2009-07-26 WBAI LSB Report

WBAI Local Station Board Report to PNB 7/26/2009

Submitted by Mitchel Cohen, Chair, WBAI LSB

1. The WBAI Local Station Board welcomes the new management to WBAI, and
greatly appreciates the appointment of LaVarn Williams and Tony Bates as
interim management, and the sacrifices they have made in their personal
lives in order to help put WBAI back on track.

WBAI had built up a huge deficit over the last 5 years and prior management
failed to report to the LSB the extent of the situation we were in, and also
failed to take a number of steps recommended by the LSB to reverse the
downward slide. So we greatly welcome the Pacifica National Board?s
commitment to SAVING WBAI as a radical, listener-sponsored radio station
that will deepen its commitment to our diverse communities and expand access
to social justice and environmental movements in the NY Metropolitan area.

We cannot afford to lose this station, nor to commercialize it, nor to sell
it; WBAI is a precious jewel that gives voice to our movements and the arts,
and these need to be heard -- they get no airing in the corporate media. We
need to broaden discussion and debate of movement strategies WITHIN the
Pacifica Mission which has been missing from WBAI for some time, and WBAI
needs to expand that concept. We applaud the initiatives of the Pacifica
National Board that have reinforced that direction.

Most of all, the WBAI LSB THANKS the other stations for BAILING US OUT TO
THE TUNE OF MORE THAN A MILLION DOLLARS over the last five years, and we
thank the PNB, Grace Aaron in particular and all of the officers of
Pacifica, for SAVING the station from financial disaster and preventing the
corporate forces from shutting down the station altogether. Thank you, thank
you, thank you!

2. I became Chair of the LSB at the end of April, 2008, and was re-elected
in December.

3. The LSB has taken many actions, some of which remain to be implemented.
Among them, a resolution to expand the News Department which provides some
of the most important and most listened to programming on WBAI. The local
news consistently reaches out to communities under- served by both corporate
and public media. This cornerstone of WBAI programming has for too long been
severely understaffed and under-budgeted. The WBAI LSB requested that
management formulate a plan, in conjunction with the News Director, to
provide adequate funding for the possible increase of News staff, within the
context of looming cuts, in order to improve the quality of, and to expand
local news programming. This plan would consider training and utilizing
stringers and other resources that the News Director and Management
determine are necessary to implement these goals.¨WBAI management instead
laid off a key and award-winning reporter, Eric Williams, who provided
excellent coverage of City Hall -- sorely needed, especially in this
election year.

4. This Local Station Board also passed motions opposing the whipping up of
public sentiment against Venezuela, and called for public hearings on the
U.S. government's increasing hostility to the elected government of Hugo
Chavez. We urged WBAI to air more voices opposing the U.S. government's
hostile actions, in order to give some balance to the blitzkrieg of attacks
against Chavez that was appearing in the corporate media.

5. The LSB also affirmed the rights of Pacifica Foundation Directors, which
we felt had been severely violated. Our resolution supported the right of
PNB Directors to inspect records at WBAI. The inspection had initially been
approved by the Interim General Manager and was properly conducted; but
Pacifica?s chief counsel at the time interfered with it. The Local Station
Board of WBAI passed a resolution that deplored the interference with
Pacifica Directors? inspections and inspection rights at WBAI by former
interim Executive Director and Foundation Counsel Dan Siegel. The LSB
reaffirmed the absolute rights of Foundation Directors to exercise their
fiduciary responsibility to inspect station and foundation records and
equipment per California Corporate Code §6334.

6. Similarly, putting into practice our commitment to transparency and
accountability, the LSB called upon the Pacifica National Board and its
National Finance Committee to conduct all discussions about the budgets of
the stations and network in public session, with the sole exception of those
specific budget line-items that properly fall under the exemptions to the
requirement of open meetings in Article 6, Section 7 of the Pacifica bylaws,
i.e., individual personnel matters that require confidentiality (such as
individuals' salaries) and matters related to litigation or the need for
confidential legal consultation, and commercial transactions such as loans
or lines of credit. We appreciate the renewal of Pacifica's commitment to
openness that is taking place on the Finance Committee, with Jamie Ross as
Chair. This commitment to openness is a very welcome change. The WBAI LSB
encourages the PNB to extend this transparency to all areas of Pacifica.

7. The LSB approved the "Mending Fences Resolution," which required
management, along with a committee of members of the LSB, to meet with
Robert Knight and Gary Null, to suggest ways to move forward and heal the
breach with them, with other staff and producers who were fired, and with
their many listeners. This included the possibility of returning Knight and
Null to WBAI's airwaves. We greatly appreciate LaVarn Williams' and Tony
Bates' new "reaching out" in this regard, and hope that such efforts will be
fruitful.

8. The LSB strongly endorsed a very detailed proposal to reclaim unfulfilled
pledge funds -- management simply refused to implement this ?no brainer?
despite repeated requests and votes by the LSB, which also requested that
the GM prepare a realistic recovery plan to bring WBAI to full solvency.
This also was ignored. We look forward to discussing such plans for WBAI
with the new iGM.

9. The WBAI LSB has created a Management Search Committee with 50 percent
representation on it by staff, and the other 50 percent by listeners. (All
will be elected by the Local Station Board, with one-half coming from
current members and the other half elected from non-LSB members who have
applied to serve on that committee.)

10. The LSB passed a motion on Waivers policy for 2009 that asks the
National Elections and Local Elections supervisors to implement a policy to
identify those candidates eligible for waivers as of July 15, 2009 and that
if any eligible candidates are identified, they will be grandfathered into
the membership database by the NES no later than August 15, 2009. (This
motion narrowly passed. As Chair of the Local Station Board, I believe this
motion to be illegal as it violates the date-of-record stipulation in the
bylaws, but the LSB did pass this resolution by a majority vote.)

11. The LSB did approve a modest Off-Air Fundraising Plan with the idea that
if we could do a few things well, we would consider additions to it.

12. Finally, for the first time since its inception 6 years ago, the LSB
conducted an exhaustive and detailed evaluation of management in executive
session as required by law. Unless the former management personnel waive
their rights to confidentiality, we have been instructed by corporate
counsel that we are not free to speak in public session about ANY aspects of
the evaluations -- not even about the process, nor even about who
participated in them. I want to stress this because there is much
misinformation that is being spread concerning the evaluations, and members
of the LSB would LOVE to speak freely about them, but we are simply NOT
ALLOWED TO UNDER THE LAW unless and until the personnel involved legally
waive their rights to confidentiality.

All in all, being Chair of the WBAI Local Station Board has been an
exhausting but very productive experience, and the Board is especially
thrilled to have played its role in providing governance and financial
accountability, and helping to SAVE WBAI -- with the help, of course, of
all of the listeners and staff whom the Board represents -- a very big
difference between the situation today and the circumstances that existed at
Pacifica 8-1/2 years ago.

2009-07-24 WBAI iGM Report

WBAI Interim General Manager report to the Pacifica National Board: July 24, 2009

2009-07-20 KPFK GM Report

KPFK General Manager's Report to the PNB

July 2009

Finance

KPFK currently has $413,073.93 in the bank. Year to date KPFK has raised $2,747, 641 in cash and is budgeted at $2,833,367 with a variance of $85,726 or 3%.

Fundraising

KPFK June 2009 Fund-Drive:

Goal: $1000,000 - Total Pledged: $931,633.00 - Variance: $68,367
Total Paid: $564, 378 - Variance: $367, 254 - Current Money Fulfillment Rate: 60.5 %
Average Pledge: $ 135.00 - # of Pledges: 6892 - Current Pledges Fulfillment Rate: 76.2 %
New Pledges: 1938 ? Renewals: 1069 ? Rejoins (lapsed): 1435 ? Additional Gifts: 2449
Credit Card Pledges: 4886 ? Non-Credit Card: 2006
Pledges with Thank-you gift: 6535 ? Pledges without Thank-you Gift: 357

The June 2009 fund-drive lasted 20 days, 3 days shorter than the February drive. Traditionally a KPFK fund-drive will last 17 days maximum. During the final 2-3 days of a typical fund-drive the average daily total will reach $60,000 to $90,000. During the June fund-drive, however, we experienced a daily total in the final days of $45,000 to $50,000. This information led me to believe that it was wise to stop the fund-drive and make up the variance in August, as I was witnessing extreme donor fatigue. Additionally, KPFK relied heavily on health related topics and thank you gifts requiring KPFK to preempt public affairs for health specials. I believed with breaking news in Iran and elsewhere in the world, it was time to return to regular programming.

KPFK is prepared to conduct several creative on and off-air fundraisers in the month of August.

Programming

Ratings:

Weekly Listeners (3 month Average, April, May, June): 111,700
Average Quarter Hour (3 month Average, April, May, June): 1,833

KPFK rank out of 65 FM stations in metro Los Angeles

Monday thru Sunday 6am to 12mid: 59
Monday thru Friday 6am to 10am: 50
Monday thru Friday 10am to 3pm: 63
Monday thru Friday 3pm to 7am: 60
Monday thru Friday 7pm to 12mid: 61
Saturday thru Sunday 6am to 12mid: 52

It is obvious that improvement in programming is desperately needed. KPFK is bogged down in debate of process for such improvements. The strategic plan that was presented to the Pacifica National Board in January 2009 clearly identifies methods for improvement. Identifying listener behavior (what radio users want or expect and their patterns) is the basis for building a strategy for programming and formatting. I encourage the board to take another look at the strategic plan.

Sean Heitkemper
General Manager, KPFK

2009-07-12 PNB Meeting Minutes

Pacifica National Board – Teleconference (Open Session)

8:00 pm Eastern Time, 7:00 pm Central Time, 5:00 pm Pacific Time

Originating in Various Locations

July 12, 2009

MINUTES

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:

2009-07-12 iED Report

Report to the Pacifica National Board

from the interim Executive Director

July 12, 2009

Election News

The big news this month is that there has been unprecedented on and
off air outreach about our local station board elections. Petition
signing parties, election packet downloads and early return of
candidate applications show very strong interest in the election. At
KPFK last night about 100 people (no exageration) attended a petition
signing party. I would estimate that there were 30 to 40 serious
candidates there. Also, members came from as far away as Santa
Barbara and San Diego to help sign petitions and express support for
the election.. There has been similar strong interest at all the
other stations, especially KPFA and WPFW.

Much thanks should be given to Les Radke, our National Election
Supervisor, and all of our very conscientious and effective local
election supervisors.

Pacifica In-Person Meeting

Please post this announcement broadly:

The Pacifica National Board will meet in person in New York City on
Friday, July 24 through Sunday, July 26, 2009

This meeting will be held at the Beekman Towers Hotel, 3 Mitchell
Place, NYC. www.thebeekmanhotel.com

Previous in-person PNB meetings have typically included at least one
closed session for discussion of legal and personnel matters. Session
scheduling depends upon agenda approval for the entire meeting, which
typically occurs on Friday. A closed session will be scheduled for
Friday, July 24th in the afternoon and, possibly, Sunday morning.
However, appropriate consideration of the business scheduled for
public sessions could require a different scheduling of one or more
closed sessions.

Starting times:

Currently, the public session is scheduled to begin at 6:30 PM Eastern
Time on Friday. There's an executive session beforehand, which may run
over.

Starting times for Saturday and Sunday will follow when a draft agenda
is available.

Possible items for discussions at this meeting may include:

1) Reviewing Draft Budgets for Stations and Units

2) Strategic Planning

3) Programming improvement

4) Gathering, reviewing and making available Pacifica Policy for
Personnel, Programming, Finance, etc.

5) Moving from transitional management to more stable leadership and
management

6) Visions and Goals for the Pacifica Foundation

Station News

(Taken mostly from notes from a GM teleconference held on Thursday,
July 9th -- 100% accuracy not guaranteed. Corrections would be
appreciated.)

WPFW

Grigsby Hubbard, WPFW IGM: "We had LSB meeting last night (Wed., July
8). Things are going well. It's important to note here that staff is
uplifted and relieved and gratified that we're turning the corner on
things. We've had at least a half dozen years of real neglect.
Transmitter. Broadcast console. If we had newer equipment we
wouldn't have the maintenance challenges we now have.

"Some of our equipment is literally in an out house, a shed in the
building. We're trying to identify a CD player that will be adequte
for speech.

"People are coming in from National and other stations to cover the
Sotomayor hearing.

"As we look at our numbers, it makes for a strange out of control
budget. Over and above our central services fee we have a legal
expenses. Plus extraordinary expenses that are hitting us in terms of
the election, severance, etc.

"There is lots of good news. We are reconfiguring the staff. Ramping
up volunteers. People are being very responsive.

"I cancelled the contract with the Duck Race. We've been losing $ on
all our special projects like that.

"Our next fund drive is Aug 7 to 10th. Saturdays and Sundays we're
very good anyway. We'll wrap around that with Friday and Monday.
We're preparing that now. It's exciting to work with programmers as
to how they can help us with the drive.

"Bobby Hill, the Program Director, agreed to come back on. Big
hurdle. He loves WPFW, which is why he gave 3 1/2 months notice.
He's now back as interim PD. We're trying to change the model of one
gate keeper for programming."

KPFT

GM Duane Bradley says: "We're in the middle of an exciting and hectic
time with numerous balls in the air -- the planned 6 am - 7 pm grid
(programming) shift will go into effect on Monday, July 20th. Then 3
weeks after that there'll be a mini-drive.

"After lengthy analysis of years of data - arbitron, fund raising,
program council input, anecdotal info, etc., we've made a choice to
move away from a woven quilt of different representations of
communities to a more streamlined, unified stripping of programming to
conform with the way most people listen to radio. So there'll be a
strip at 6 am and then at 3 pm. The strip from 5 am to 9 am will be
news and public affairs.

"We're moving news hour from 5 to 4 and putting DN! at 5. Then at 6
we'll run good syndicated shows. These will include: This American
Life, David Barsamian, Explorations, If You Love This Planet with
Helen Caldicott, From the Vault, etc.

"Block strips that will be more unified -- afternoon public affair
strip from 3 to 4 will be more personality driven. 6 to 7 am will be
more informational, not personality driven programming. The
information is the predominant driver in the morning as opposed to the
personality who is the host of the show.

"The different stripping of the music programming is still in flux.
We've thinking of bringing in a former staff/board member who has
experience as a DJ for the music strip. We may bring a portion of the
World Cafe (NPR) for the noon hour. It's not on in this market.
We're negotiating with NPR right now. David Di has hosted this show
for 2 decades. Largely an Americana Heavy Adult Album
singer-songwriter programmer. Second hour he usually has a guest
DJing or a live set. This will tie our weekends and weekdays
together. We'll put in another strip in the afternoon that's a little
more patchy - hip hop, alternative, bongy. We have a show, for eg.,
called Generation Radio -- South Asian kids who have bonga -- upbeat
useful stuff. So that's an example of the changes.

"We're running tons of tutorials about the elections. We've scheduled
mixers for signing ballot petitions.

"We will be having a Service Auction/Gala/Costume Party/Dinner.

"We'll be having a Mini-drive in mid-August.

"Ahmad Anderson, interim HR Director, is coming down next Wednesday.
Our Board meets next week.

"Our finances look good, the budget process is progressing. We should
have a brief passage of KPFT budget at next LSB meeting on Wed., July
15th.

"We have about 10 candidates for listener members so far, 2 staff.
But usually most of our candidates have come forward the last moment
in the past.

Our staff and listener member lists are ready. "We have 8,118 paid
listener members as of July 8. Only 80 unpaid staff who have
documented 30 hours in last 3 months thus far -April 15 to July 15."

KPFA

Lemlem Rijio said: "I was on vacation for about a week. Been in
budget hell trying to understand the new budget template and project
appropriately for next year while still grappling with our current
financial state. We will make programming changes and restructuring
that will put us in better financial health and higher listenership.

"We have a program proposal we're submitting to CPB in a week and a
half. And a planned giving campaign is coming up so that we won't
face any cash shortfalls. We'll be in drive in October. We'll be
facing hardships in January if we don't get some extra $ soon.? We are
planning on a mini-drive.

"We hired a very good business manager. She's able to analyze numbers
very well,. We'll be meeting with our Treasurer this afternoon.
There is an LSB meeting this Saturday when we'll present a draft
budget, then we'll have an open meeting to discuss budget.

"KPFA is producing the upcoming Sotomayor hearings. Haven't decided
yet whether it'll be all gavel to gavel. It'll be a local production
but available to stations and affiliates. Jon Almeleh was
instrumental in putting this together. Mitch Jeserich will go to D.C.
for this. While he's in D.C. he will also hope to launch 'Letters
from Washington' -- we may not be able to launch that in a couple of
weeks, but we'll get back to you about where we're at on that."

KPFK

Sean Heitkemper: "Spending days as GM and Acting PD, so have more
meetings than I could ever imagine. Contemplating what to do with
this station in terms of improving programming and overarching
strategy. Still haven't arrived at anything definitive. Have
potential plans, have to come up with the best solution.

"The other thing that's taking up many hours per day is the budget.
We haven't been able to reach magic # of 1 month extra. We're about
$100,000 short.

"Our Local Election Supervisor is worried about how quickly the lists
will be finalized. Other than that it's all day every day meetings
and tasks.

"$929,000 was pledged in the recent fund drive. Don't have
fulfillment numbers yet. Terry Guy, KPFK Membership Director, is in
San Diego at the Annual Development Exchange - Public Radio
Development Conference. Hopefully, he will come back with some magic
bullet.

"Fund drive #s -- through end of June $511,000 on fund drive. 55%
has been received by the end of June.? We relied on very successful
strategies, but strategies that if over used will be counterproductive
-- this fund drive we went 21 days. We peeled off a day or 2. We
didn't keep it going to get next $70,000 that was under budget. This
drive we took off all the stops toward the end but still extra money
was not coming in, so decided we had hit a wall. So we will have a 1
day fund drive to make up that $70,000. We saw that it was
counterproductive to continue the drive until the goal of $1,000,000
was reached. So KPFK was under goal for this drive by about 6%.

"A lot of the gifts were from our health and spirituality block. We
pre-empted all over the place and ran those types of gifts. We
peppered the grid with those gifts. One was Cat Ingram - a
compelling, interesting person who has a whole array of ways to
improve health by using thngs you can find at the grocery store. But
the more you rely on those items the hard it is for the next fund
drive because you have to match the quality of those special gifts.
The better approach is to support the programming on a regular basis.
But we have to keep the lights on. Got pretty close to the goal."

WBAI

LaVarn Williams, iGM of WBAI: "We're going into fund drive. The next
drive was supposed to be end of July but we moved it to start on
August 3rd. Health premiums seem to do really well.

"Sotomayor hearings -- Mitch said he'll contact Jose Santiago and
Howard Jordon at WBAI and use them during the hearings which will make
the hearings more relevant to NY as Ms. Sotomayor is a New Yorker.

"Chuck D of 'Public Enemy' is going to be doing a program. He's on.
We're really exciting. The ESPN of hip hop is how Chuck D is
envisioning this. We're looking at a Monday evening for him. The
show will include a summary of hip hop over the last week and weekend.
Also, he has a political bent. This show will be pre-produced. It
will begin in the middle of August. Maybe once a month or every 6
weeks we'll do a live show.

"Our staff has been totally cut, so if anyone has info as to how to
get premiums out, we could use your advice and help.

"Updating all the data bases is something we need to get done quickly.
The staff is really excited.?But on the finance side and budget side
we're really struggling. Before last GM left he set up a repayment
schedule for the office rent. Although we had a really successful
fund drive we have the burden of all that extra rent to pay."

iCFO Report

LaVarn Williams, iCFO: "We have a total cash flow for the network.

"The Budget Template is still a work in progress. It will allow us to
summarize our progress. Cash flow is very difficult with BAI because
the payment schedule was not reflective of any cash flow. There are
bills that had not been paid since Oct. -- all the services we really
need. So we've set up payment plans. Someone had vandalized the
cameras, no lock on the station. we're getting an estimate on
repairing the cameras, putting locks on, etc. The issues at WBAI are
very difficult. The staff sees this as a rescue. We have the support
of the staff and see there is a way to rescue BAI from current debt
and start fresh."

Brian DeShazor, Pacifica Archives Director adds: The Noam Chomsky DVD
master should be sent to the Archives. It helps the Archives increase
its premiums revenue. Revenue that should be coming in to the
Archives through having the Archives produce premiums and drop ship
them for the stations. This is a revenue source for the Archives that
should be bolstered as it has diminished."

"We can talk about drop shipping premiums through the Archives."

Pacifica Archives Director Report

Brian DeShazor, Pacifica Archives Director: "The Archives is doing
fantastic! Since the last GM call we received a grant from American
Archive Pilot Program. Huge project -- the total grant monies are $3
million grant over 6 months. There are only 25 participating
broadcasting stations (TV and Radio) WNET in NY, KQED in SF -- the
Pacifica Archive is one of only 3 radio only programs. We have most
the complete radio Archive. This is the biggest grant Pacifica has
ever gotten for our legacy project.

"The 'Redefining Black Power Project' is happening. Also, the radio
portion of that project has been edited and put together and is almost
ready to distribute to the network for broadcast. There are a variety
of ways this project can be broadcast. This is premium stuff. Not
only the 90 minute main part, but also longer pieces of interviews,
etc., are also premium worthy. Will be distributing announcements in
the next week or so. Have found some incredible stuff in the Archives
about Solidad Brothers with Jean Paul Sartre and Jean Genet commenting
from Paris. Also, we have a ten part series about Howard Zinn's
'People's History' from 4 years before that book was published. Very
premium worthy. We have another 'From the Vault' available for the
next fund drives. The Redefining Black Power Project will be narrated
by Danny Glover.

"August is back to school month. May be a way with the Campus
Campaign for Archives to raise $40,000 it's below budget. The Grammy
grant is still working, and we started a new National Endowment for
the Arts grant, and a UCLA/Moffett grant.

"In our digitization projects, scholars are accessing our collection.
They are now trying to get Fanny Lou Hammer's recordings utilized.
The latest is that Pennsylvania State University Press will be
publishing info around these recordings."

Affiliate Director Report

Ursula Rudenberg, Pacifica Affiliate Director, attended the Grassroots
Radio Conference in Montreal recently. She enjoyed the networking and
sees the possibility of adding affiliates in Canada. Few people from
the U.S. were there. Canadian Radio is strongly supported by the
government. Also, there is a desire to keep it separate and distinct
and resist meshing it with media in the U.S.

Ursula is currently in Mississippi helping a radio station start-up
get off the ground. She is doing her Affiliate Director work from
there.

Ursula has already proposed a budget for the Affiliate Program. That
program's budget has been part of the National Office Budget.
Starting with the next fiscal year it will have its own separate and
distinct budget.

iHR Director Report

Ahmad Anderson, our interim HR Director, is visiting all the stations,
introducing himself to staff, and helping with the transitions at WBAI
and WPFW. He will be making a visit to KPFT soon and then visit KPFK
and the Pacifica Archives.

The on-line sexual harassment training is almost ready for launch.
This will begin within 2 weeks.

Comments by the iED:

All in all, a 'turn-around' is well in progress at 2 stations and on
the National level. Programming and income improvements are being
planned and implemented at all five stations. The Affiliate Network
is increasing and the Pacifica Archives is moving into a period of
strong support from major grantors. Hard decisions have already been
made and will continue. There is much good news across the network.
As we move past our current cash crunch we should see a period of
financial stability followed by improved programming, management and
listenership. Pacifica is getting back to basics and adhering more
closely to its commitment to peace, social justice and diversity.
When the election is completed new local station boards will be
seated in December of this year created by a very open, democratic and
well received election process with high listenership participation.
Possibly the most Bylaws compliant election we've ever had. Many,
many thanks are owed to our GMs and staff who have strongly cooperated
with the media democracy envisioned in our Bylaws. Our election
supervisors are so excellent, it is worth commending them a second
time in this report!

If our staff and boards continue their very hard work, we will move
forward beyond crisis mode toward stability and a greater capacity to
project creative solutions to societal problems that I'm sure we all
hope will profoundly uplift the world around us.

In Peace,
Grace Aaron
Chair of the Pacifica National Board
Interim Executive Director of the Pacifica Foundation

phone: (310) 286 - 1011, cell: (510) 734-3496
1925 Martin Luther King Jr. Way, Berkeley, CA 94704-1034 *
www.pacifica.org * tel: (510) 849-2590 * fax: (510) 849-2617

2009-06-26 PNB Meeting Minutes

Pacifica National Board – Teleconference (Open Session)

8:00 pm Eastern Time, 7:00 pm Central Time, 5:00 pm Pacific Time

Originating in Various Locations

June 26, 2009

MINUTES

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:

2009-06-07 iED Report

Report to the Pacifica National Board
from the interim Executive Director
June 7, 2009

All the station fund drives so far (KPFK is in the middle of one) have
improved in performance over the winter drives. Although WPFW and KPFT
came in 10-13% under budget from last reports, that is still a lot
better than the 20-25% shortfalls in the winter drive for those stations.

According to LaVarn Williams, interim CFO of Pacifica and acting General
Manager of WBAI, the WBAI fund drive that just concluded on Saturday,
May 30th raised over $839,000! The goal for this drive in the Fiscal
Year 2009 Budget was $672,000. According to James Ross, Chair of the
National Finance Committee:

    "This is very good news. The budget goal was actually $672,000, so
    we beat that by $160,000. For comparison, the winter drive did
    $545,000, and last spring did $608,000 (in two fewer days).

    "This is the best WBAI drive in over two years."

KPFA has been finalizing details for its restructuring plans. KPFA has
also successfully completed the hire of a new Information Technology
Director. They also replaced their website director with an interim
hire and are going to be filling the position with a regular hire within
6 weeks.

Lemlem Rijio, KPFA GM, also says: "I am shopping around a couple of
proposals for funding---small proposals for training and projects
($10k-$50k) and just yesterday we got a $15k award from the san
francisco foundation. Our May drive is about 70% fulfilled; our summer
friendraiser is in the planning process. Our fall drive is budgeted to
begin in mid Sep. but I might move it to the last week so A and K can
bring our drives in sync and raise more. Three students from the UCB
school of business will be doing an internship in our development
department this summer working on three projects to plan and implement a
membership expansion campaign; a plan and materials to increase the
percentage of renewal of new members; and conducting market research for
new programs and strategies (they have developed 4 sets of really good
surveys)."

The Pacifica Archives has just signed a contract and is moving forward
with a book project with CityLights publishing that is very promising.
Also, there will be a 'Gay Day' at KPFK on Sunday, June 14th from 9:00
a.m. to Midnight. The LGBT community will express themselves in a day
long celebration of Gay Pride 2009. Featuring: Personal Time Capsule
stories; Live reports from the LA Gay Pride Parade and Festival,
rallies, protests, demonstrations, teach-ins, forums and gatherings; etc.

Our interim Human Resources Director has been helping with HR matters
related to WBAI, KPFK, WPFW, the Pacifica Archives, etc. He has also
researched on-line anti-discrimination and sexual harassment training.
The final logistics are being worked out and that training will be
starting in a week or 2. He has also begun working with the Personnel
Committee on the CFO and ED hiring process.

As mentioned earlier, Les Radke has been hired as the National Election
Supervisor and he has hired all 5 Local Election Supervisors. He will
report on election progress in a few minutes.

The National Office in conjunction with volunteers from WBAI and the PNB
Coordinating Committee are working to secure a venue and accomodations
for the next PNB in-person meeting to be held in New York.

Tony Riddle, National Development Director, has been researching federal
stimulus funds and CPB grants we may be eligible for.

In Peace,
Grace Aaron

Chair of the Pacifica National Board
Interim Executive Director of the Pacifica Foundation

phone: (310) 286 - 1011, cell: (510) 734-3496

1925 Martin Luther King Jr. Way, Berkeley, CA 94704-1034 *
www.pacifica.org * tel: (510) 849-2590 * fax: (510) 849-2617

2009-05-27 PNB Meeting Minutes

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 27, 2009

MINUTES

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:

2009-05-27 iED Report

Report to the Pacifica National Board from the interim Executive Director

The National Office

Tony Riddle is now the National Development Director. Here's an excerpt from an email he just sent me:

[deleted terms of a possible contract]

He is also working on some grant opportunities through the CPB and, thanks to effort by Shawn Casey O'Brien, he will be working on federal stimulus grants Shawn helped us locate through Congressman Henry Waxman's office.

Ahmad Anderson, our interim HR Director, is working to centralize anti-discrimination and sexual harassment training so that all staff, both paid and unpaid, can complete it on-line. He has proposed that an additional on-line module be added to this training. That is staff evaluation procedures. He would like this to be completed not only by supervisors who will conduct routine staff evaluations but also by all paid staff so that they understand the evaluation process. I think this is an excellent idea and have instructed him to move forward with this. He has been fully on the job, is now in New York helping LaVarn with WBAI and has been working on other HR matters at a number of stations.

LaVarn Williams, our iCFO, is also the acting GM of WBAI, doing a terrific job of turning that station around while also still functioning as iCFO.

KPFT

KPFT's recent fund drive was a bit weak, but still improved over their winter drive. A new program council has been formed and promises to be highly functional and, hopefully, help the station move forward to improve programming.

KPFA

KPFA's fund drive which has just concluded will probably just about meet its expected goal when on-line pledges are added to its total. This is a relief as its winter drive was under budget. However, it looks as though KPFA will be able to end the fiscal year on budget.

KPFK

KPFK's fundrive starts next week. GOOD LUCK!! See the very positive, long L.A. Times article one of K's Spanish Language shows:

http://www.latimes.com/entertainment/news/la-ca-latinradio24-2009may24,0,4718742.story

WPFW

Not sure how this station is doing. Will update.

WBAI

Much improved!! Fund drive 20% - 30% on average better performance in comparison to various drives. The difference in percentage varies based on the drives being compared.

Election

I hired Les Radke as the National Election Supervisor and he is whizzing ahead in hiring local election supervisors. LESes have already been hired for KPFK, KPFT, WPFW already and after a final look at candidates from NY and SF we will be hiring supervisors for those stations in the next 28 to 48 hours.

Roseanne Barr and Dr. Helen Caldicott have both agreed to record election carts.

That's all for now!

In Peace,
Grace Aaron
Chair of the Pacifica National Board
Interim Executive Director of the Pacifica Foundation

phone: (310) 286 - 1011, cell: (510) 734-3496

1925 Martin Luther King Jr. Way, Berkeley, CA 94704-1034 * www.pacifica.org * tel: (510) 849-2590 * fax: (510) 849-2617

2009-05-27 iCFO Report

iCFO Report
Wed, 27 May 2009

Greetings All,
The Natonal Office Finance Office is in the midst of planning for the
2010 Budget and summarizing the spring drive results. The Business
Managers will meet on Thursday and possibly on Friday to review the
planning template, the current cash flow, requirements for training on
Great Plains reportwriter, and a walk through the budget outline.
The results for the WBAI spring fund drive total $707,535 through 3pm
today, May 27, 2009. Attached is the letter to the WBAI staff sent over
the weekend.
Sincerely,
LaVarn Williams
iCFO Pacifica foundation.
interim General Manager 99.5FM

PRIVATE AND CONFIDENTIAL [during the in-person call, LaVarn said this
wasn't confidential and reported all of this during the call]

Greetings WBAI Staff,
Thank you for the tremendous and successful fund drive that you have
produced over the last three weeks. You have generated $540,468 in
pledges through Thursday, May 21, 2009. Your successes are most
rewarding to those at the station and across the network who have kept
the faith in WBAI. CONGRATULATIONS!!!

Our concern at this time turns to the physical condition of XXX XXXXX
[Not sure if this person's name was mentioned on the webstreaml] who
collapsed in the studio on Thursday morning. XXXXX, we wish you a
speedy recovery and we thank you for your commitment over the years to
WBAI 99.5FM.

Also, we apologize to all subscribers for the missing premiums from
prior drives. We must promise that we will keep our commitment to the
listeners and we will send all requested thank you gifts. The success
of the upcoming July drive and the subscribers? continuing commitment to
WBAI depends on a speedy and accurate premium distribution.

WBAI Staff, your unbridled creative energies are the source of this
turnaround in listener response. I applaud you and urge you to continue
to make the drive a resounding success. I would like to give special
recognition to Kathy Davis and Tony Bates who are investing great time
and energy and are showing innovation and leadership in the Spring Fund
Drive.

I would also like to thank Jose Santiago, shop steward for AFTRA, for
being present during the fund drive. WBAI and Pacifica will always be
committed to having the union in the workplace.

I would like to announce the interim appointment of Shawn Rhodes as
interim Operations Director effective Saturday, May 16, 2009. The
Foundation appreciates the work of Peter Bochan, the former Operations
Director, and wishes him well in his new endeavor and thanks him for his
commitment to WBAI.

Bernard White, former Program Director, is no longer with the
Foundation. The Foundation thanks him for his contribution over the
years and wishes him well.

Thanks to all of you as fellow workers, as subscribers, and as the
connections to the listeners and subscribers of the WBAI community. The
$540,468 raised through Day 18 of the current drive is almost even with
the total pledges of the Winter drive that raised $542,245 in 27 days.
The daily average in the Spring drive is $30,025 or nearly $10,000 a day
better than the daily average of $20,085 in the winter drive. If one
projects a range from this favorable variance through the end of the
drive on May 30, we may raise anywhere from $250,000 to $300,000 more
than the Winter drive. Therefore, we should approach or surpass our goal
of $800,000. You truly are ?the ones we have been waiting for?.

Sincerely and with great respect,
LaVarn Williams
Interim General Manager WBAI 99.5FM

2009-05-11 PNB Meeting Minutes

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:

2009-04-24 to 26 PNB Meeting Minutes

Pacifica National Board In-Person Meeting

April 24 - 26, 2009

International House, University of California - Berkeley

Berkeley, California

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

Simmons moved that only the Agenda for this evening meeting be set at this time and that later meeting Agendas would be set later. Hearing no objection, motion Approved.
Young moved that the KPFA Report be moved to after Minutes Approval. Hearing no objection, motion Approved.

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.

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.

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:

2009-04-17 PNB Meeting Minutes

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:

2009-04-10 PNB Meeting Minutes

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

No: Nia Bediako, Carolyn Birden, Jim Brown, Efia Nwangaza, Luzette King

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:

2009-04-05 PNB Meeting Minutes

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.

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

2009-03-20 iED Report

Report from the iED to the Pacifica National Board
March 20, 2009

General Comments

I have been putting most of my attention lately on the implementation of
Pacifica National Board resolutions so that the network can move in the
direction the Board would like it to as smoothly and rapidly as
possible. This includes the implementation of National Programming
Policy as well as full, documented compliance with CPB regulations,
etc. As our listenership is the way that our Pacifica Mission and the
aims of this Foundation are transmitted to our members and the broad
general public, efforts have been made to stress that programming
changes be instituted rapidly so that we have more people listening.

2009-03-08 iED Report

Report from the iED to the PNB

March 8, 2009

The following two sections of the Pacifica Bylaws have been very much on my mind recently:

Article One, Identity and Purpose

Section 3. Principles:

"The Foundation is committed to peace and social justice, and seeks to involve in its governance and operations individuals committed to these principles." and

Section 4. Committment to Diversity

"The Foundation is committed to diversity and inclusion of people of all nations, races, ethnicities, creeds, colors, classes, genders, sexual orientations, ages and people with disabilities in its programming, staff, management, committees and governance."

Main Menu

Pacifica Websites

PNB Mainpage

Report to the PNB from the interim Executive Director

WBAI Local Station Board Report to PNB 7/26/2009

Submitted by Mitchel Cohen, Chair, WBAI LSB

KPFK General Manager's Report to the PNB

July 2009

Finance

Fundraising

Programming

Pacifica National Board – Teleconference (Open Session)

8:00 pm Eastern Time, 7:00 pm Central Time, 5:00 pm Pacific Time

Originating in Various Locations

July 12, 2009

MINUTES

Report to the Pacifica National Board

from the interim Executive Director

July 12, 2009

Election News

Pacifica In-Person Meeting

Station News

WPFW

KPFT

KPFA

KPFK

WBAI

iCFO Report

Pacifica Archives Director Report

Affiliate Director Report

iHR Director Report

Comments by the iED:

Pacifica National Board – Teleconference (Open Session)

8:00 pm Eastern Time, 7:00 pm Central Time, 5:00 pm Pacific Time

Originating in Various Locations

June 26, 2009

MINUTES

Report to the Pacifica National Boardfrom the interim Executive DirectorJune 7, 2009

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 27, 2009

MINUTES

Report to the Pacifica National Board from the interim Executive Director

iCFO ReportWed, 27 May 2009

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

Pacifica National Board In-Person Meeting

April 24 - 26, 2009

International House, University of California - Berkeley

Berkeley, California

MINUTES

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

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

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

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

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

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

Report from the iED to the Pacifica National BoardMarch 20, 2009

Report from the iED to the PNB

March 8, 2009

Report to the Pacifica National Board
from the interim Executive Director
June 7, 2009

iCFO Report
Wed, 27 May 2009

Report from the iED to the Pacifica National Board
March 20, 2009