The Pacifica National Board will meet in New York July 24  - July 26, 2009 at the Beekman Tower hotel, near 50th and First Avenue. Details soon.

 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.  The likely scheduling of a closed session is Sunday morning, but appropriate consideration of the business scheduled for public sessions could require a different scheduling of a closed session, if any.

Proposed Bylaws Amendments Concerning Delegate Terms and Election Schedule

Seven Directors of the Pacifica National Board have proposed the following amendments to the Pacifica Bylaws, which will be voted on by the Pacifica National Board and the 5 stations’ Delegate assemblies (the same bodies as the Local Station Boards, but convened solely to vote on bylaws amendments) in September 2007.

There are three separate sets of changes, each of which will be voted on separately -- i.e., if any is rejected, the other(s) can still stand on their own. For each change, various amendments will be required to affected bylaws sections, so as to conform to the new rules:

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

 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
 

Pacifica National Board -- Teleconference (Open Session)

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

Originating in Various Locations

April 17, 2009

MINUTES

I. Call to Order/ Opening Business. 

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

a.   Roll Call/ Quorum. 

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

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

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

Absent: Grace Aaron, Andrea Turner, Ricco Ross

Excused Absence:

Arrived Late: Wendy Schroel, David Beaton, Efia Nwangaza

Also Present: iCFO LaVarn Williams

b.   Agenda Approval. 

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

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

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

Abstained:  George Reiter, Susan Young

Present Not Voting:  Joseph Wanzala

8-7-2

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

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

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

Abstained: 0
Present Not Voting: Joseph Wanzala

13-4

c.   Minutes Approval.  None.

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

III.  Motion Regarding Progressive Disciplinary Measures.

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

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

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

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

No: Shawn O'Brian, David Beaton

Abstained: Efia Nwangaza
Present Not Voting: Joseph Wanzala

13-2-1

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

Yes: Carolyn Birden, Kathy Davis,

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

Abstained: Sherry Gendelman, Sandra Rawline, Acie Byrd

Present Not Voting: Joseph Wanzala                                                         
2-12-3

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

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

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

Abstained: 0

Present Not Voting: Joseph Wanzala

7-10

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

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

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

Abstained: George Reiter

Present Not Voting: Joseph Wanzala

9-7-1

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

a.   Committee Scheduling.

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

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

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

Abstain: Kathy Davis
Present Not Voting: Joseph Wanzala

7-9-1

b.  Governance.

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

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

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

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

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

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

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

Present Not Voting: Joseph Wanzala

3-9-5

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

Yes: Shawn O'Brian

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

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

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

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

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

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

7-6-4

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

Yes: George Reiter, Bonnie Simmons, Acie Byrd

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

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

V.  Adjourned.

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

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

Pacifica National Board -- Teleconference (Open Session)

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

Originating in Various Locations

April 10, 2009

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

MINUTES

I. Call to Order/ Opening Business.

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

a.   Roll Call/ Quorum.

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

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

Also Present: LaVarn Williams, Interim CFO

Absent: Sherry Gendelman

Excused Absence: Andrea Turner

Arrived Late: Kathy Davis, James Ross

b.   Agenda Approval.

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

c.   Minutes Approval. 

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

II. Motion Regarding Gradient Disciplinary Measures.

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

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

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

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

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

a.   Governance.

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

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

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

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

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

Present Not Voting: Grace Aaron

Abstained: Kathy Davis, Ricco Ross, James Ross

8-7-3

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

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

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

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

Present Not Voting: Grace Aaron

Abstained: Bonnie Simmons                                                                   
12-5-1

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

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

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

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

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

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

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

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

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

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

Present Not Voting: Grace Aaron

Abstained: Kathy Davis

8-9-1

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

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

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

Present Not Voting: Grace Aaron

Abstained: Kathy Davis

b.   Audit.

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

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

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

d.   Elections.

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

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

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

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

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

Present Not Voting: Grace Aaron

Abstained: Carolyn Birden, Kathy Davis

12-4-2

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

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

e.  Programming.

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

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

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

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

10-4-3

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

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

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

Abstained: Joseph Wanzala                                                                      

Present Not Voting: Grace Aaron

4-12-1

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

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

Abstained: Shawn O'Brian

Present Not Voting: Grace Aaron

11-5-1

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

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

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

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

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

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

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

Motion from the FNC Working Group presented by Young.

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

Discussion followed.  Reiter moved to substitute with:

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

Nwangaza moved_ to amend by adding:

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

Time expired for consideration of item.

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

IV. Adjourned. 

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

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

Pacifica National Board -- Teleconference (Open Session)

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

Originating in Various Locations

April 5, 2009

MINUTES

I. Call to Order/ Opening Business.

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

a.   Roll Call/ Quorum.

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

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

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

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.
 

 
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."

From the desk of the Pacifica Acting Interim Executive Director:

Hi, I'm Grace Aaron.  I was elected Chair of the Pacifica Foundation's National Board of Directors on Feb. 1, 2009.  As Pacifica currently does not have an Executive Director, the Bylaws state that I must fill that position until an interim or permanent Executive Director is hired.  The other PNB officers are Vice Chair, Joe Wanzala, PNB Director from KPFA in Berkeley, and our pro tem Secretary, Efia Nwangaza, one of our 2 PNB Affiliate Directors.      

I have deep roots as a Peace Activist.  As Chair of Peace Action of Southern California I coordinated 13 of its chapters from the mid '80's to mid '90s as well as acting as Co Chair of the Peace Action Network, a broad based coalition of 27 peace and justice organizations.  I have produced over 200 cable access TV shows on peace, environmental and social justice issues.  Many are now webcast.  I am currently an active Board Member and Treasurer of the local branch of Women's International League for Peace & Freedom.  I have spent much of the last 5 years serving on the Pacifica and KPFK Boards.

As Lonnie Hicks is no longer the Pacifica CFO, the Board voted to appoint an Interim Chief Financial Officer (iCFO).  We are excited to have LaVarn Williams as our interim CFO and I hope you will give her a warm welcome as she joins our new team.  LaVarn comes highly qualified.  Besides a substantial career in corporate financial management, she was the Treasurer of the Pacifica National Board during 2006 and 2007.

My personal efforts will be directed to help the Board, staff, volunteers and listeners to effectively put the Pacifica Mission into action.  Our aim will be to work cooperatively to strengthen the Pacifica Foundation, to broaden our reach and to create progressive change in our communities, our nation and the world.  

In peace,
Grace Aaron, Pacifica Foundation Board Chair and acting interim Executive Director

The Pacifica Foundation


Three Year Strategic Plan

FY 2009-2011

Prepared by
Station and Archive Managers

As we prepare to celebrate 60 years of public and independent broadcasting, Pacifica is hailed in US and world history as an innovation, a special place in the world of media. The survival of Pacifica is the result of the tremendous dedication of community of supporters who have historically valued the Pacifica mission and its unique, critical programming.

The evolving media and economic landscapes today call for attention and forward planning as we adjust to these technological changes and economic fluctuations, while maximizing our impact. This three-year strategic plan has been developed to address the most pressing issues of concern to Pacifica, to our sustainability and to our relevance, from today through 2011.

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

[Also present:] Dan Siegel, Donna Niemann

The following members were absent: Sandra Rawline, Leslie Radford

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

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

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

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

The following members were absent:
Margaret Prescod, Lori Taguma

Draft Minutes, Pending Approval

Submitted by Mary Berg, secretary, on 6/27/08

PNB Teleconference Special Meeting

Friday, June 27 2008

8:30 pm Eastern Time

NOTE: The proposed agenda included both a public and an executive session.

Public Session convened at 8:42 ET.

Present for all or part of public session: Grace Aaron (GA), Nia Bediako (NB), Evelyn Bethune (EB), Carolyn Birden (CB), Acie Byrd (AB), Kathryn Davis (KD), Sherry Gendelman, Chair, (SG), Mike Martin (MM), Efia Nwangaza (EN), Margaret Prescod (MP), Sarv Randhawa (Sarv), Rob Robinson (RR), Jamie Ross (JR), Wendy Schroell (WS), Bonnie Simmons (BS), Jack VanAken (JVA), Joseph Wanzala (JW), Yosh Yamanaka (YY). Mary Berg , Secretary (MB). Lonnie Hicks, CFO (LH). Nicole Sawaya, ED (NS).

Absent: Zaccai Free (ZF), Ambrose Lane (AL), George Reiter (GR), Lori Taguma (LT).

Proposed Agenda:

1. Call to order, roll call, appointment of timekeeper (2 mins)

2. Comments by the Chair (2 mins)

3. Approval of agenda (4 mins)

4. Approval of minutes (6 mins

5. Next in person PNB meeting (25 mins)

6. Finance Committee report -- Martin, Hicks (20 mins)

7 Recovery plan -- Sawaya (20 mins)

8. Personnel Committee report -- VanAken (10 mins)

9. Coordinating Committee report , motion on DIR info sheet -- VanAken (5 mins)

10. Additional committee reports (as requested) (10 mins)

11. Adjourn to executive session (30 mins)

12. Items to report out (6 mins)

13. Adjourn

grand total: 2 hours 20 mins

8:41pm. Sarv moved to approve agenda. WS 2^nd.

YY objected to Item #5, next in-person meeting, as not properly noticed.

8:50. JVA moved to strike all items from agenda and adjourn.

Sarv and others: Motion to adjourn is not debatable.

8:55. Vote on motion to strike all agenda items and adjourn: Passed 9Y, 4N, 2A.

Y: GA, NB, CB, EN, MP, Sarv, RR, JVA, YY.
N: EB, MM, WS, BS.
A: KD, JW.

8:58. Meeting Adjourned. No next meeting was scheduled.

====================================================================================

APPENDIX: FULL TEXT OF MOTIONS SUBMITTED FOR 6/27/08 MEEETING:

Motion from Jack VanAken:

Resolved, that between now and September 18 the PNB shall hold meetings by teleconference every other week on a schedule of dates to be set by the Chair after a poll of the body for availability;

further resolved, that concurrently two PNB members shall be designated to explore low cost videoconferencing options to be presented to the PNB no later than July 15;

and further resolved, that the next in person PNB meeting shall be held in Washington D.C. on the weekend of September 18-22 commencing on Friday morning the 19th at 9 am.

(requires 2/3rds)

Draft Minutes, Pending Approval

Submitted by Mary Berg, secretary

PNB Teleconference Meeting

Friday, May 16, 2008

8:30 pm Eastern Time Audio: pnb080516- [a59:16], [b61:17], [c31:25]

Public Session convened at 8:40pm ET.

Present for all or part of public session: Grace Aaron (GA), Nia Bediako (NB), Evelyn Bethune (EB), Carolyn Birden (CB), Acie Byrd (AB), Lisa Davis (LD), Sherry Gendelman, Chair, (SG), Ambrose Lane (AL), Bob Lederer (BL), Efia Nwangaza (EN), Margaret Prescod (MP), Sarv Randhawa (Sarv), George Reiter (GR), Rob Robinson (RR), Thomas Ruffin (TR), Bonnie Simmons (BS), Lori Taguma (LT), Jack VanAken (JVA), Joseph Wanzala (JW). Mary Berg , Secretary (MB). Nicole Sawaya, ED (NS). Lonnie Hicks, CFO (LH). Dan Siegel, Corporate Counsel.

Absent: Mike Martin (MM), Wendy Schroell (WS), Yosh Yamanaka (YY).

Proposed Agenda:

1. Call to order, welcome and announcements, roll call, appoint time keeper (3 mins)

BS to be timekeeper.

2. Approval of agenda (4 mins) AL moved to approve. 2^nd.

3. Approval of minutes (3 mins)

Minutes not received as of now.

4. PNB Committee elections to fill vacancies -- Nominations (5 mins)

5. Status reports back from LSBs on fund raising strategies. (15 mins)

6. Report from CFO on financial health of Pacifica (20 mins)

7. Motion from Coordinating Committee on PNB meetings/cost saving (10 mins)

8. Personnel Committee report (10 mins)

9. New business (5 mins)

JVA motion [Full text, including Bylaws sections cited, is in Appendix 2.

JW: WPFW election issue

AB objects to that item.

SG: no motion around it right now. Add to new business, see when we get there.

10. Adjourn to Executive session -- personnel matters (details to be forthcoming from PNB Chair) (35 mins)

Agenda approved as amended.

8:50 pm. PNB Elections to fill vacancies on committees - Nominations.

JVA: ... would be in order to fill seats now where there are vacancies ... would move that seats be added whether or not there are vacancies ... will send as motion.

9:05 [a-29:30] . RR.. Substitute motion. Moves that for this year only, each signal area be permitted to provide 2 Directors to serve on a PNB committee, if they wish. GR 2^nd.

JVA. CC and Finance specify only 1 in bylaws.

JR: amendment. Add "except for National Finance Committee"

9:15. [a-21:09] Substitute Motion as amended passed 15Y-2A.

Y: GA, NB, EB, CB, AB, ZF, AL, KD, EN, MP, GR, RR, JR, JVA, JW.
A: Sarv, BS.

9:18. MP. Asks for list of committees.

[a-17:24] JVA: Finance, Personnel, Audit, Technology, Governance., Programming, Racism/Sexism, Coordinating, Elections.

9:20 [a- 18:30] Nominations to committees except NFC (National Finance Committee)

JR: Need nominations for BAI director on NFC, as none now.

SG: nominates JR. Seated by acclamation.

Personnel: JR nominates Kathy Davis from BAI. MP self-nominates for KPFK. BS self-nominates for KPFA., then drops from personnel and goes to Coordinating. Final Composition: KD, MP.

Elections: JR nominates CB. CB nominates KD. Final Composition: CB, MP.

Audit: CB self-nominates. Final Composition: CB.

Governance: KD self-nominates. GA nominates CB. She declines as NB is already on. JR nominates ZF. CB nominates KD. Final Composition: KD, ZF, YY.

Technology: JR nominates ZF. Final Composition: ZF.

Programming: JR nominates ZF. CB nominates KD. Final Composition: ZF, KD.

Coordinating: KD self-nominates. Sarv nominates BS. NB self-nominates. GA nominates YY, in case he is interested. Final Composition: KD, BS, NB, YY.

Racism/Sexism: JR will serve, if no one else from BAI is nominated. None are. Final Composition: JR.

BS: asks WPFW and BAI -- and anyone else - to consider getting on affiliates task force.

9:32 [a-05:17]. Status reports back from LSBs on fund raising strategies.

9:33. SG asks anyone from BAI [and PFW] to explain what their process is. JR: LSB hasn't met yet, will come up in 5/21 meeting.

9:36. For WPFW: AB: have million-dollar grant, they are discussing raising matching funds, will be addressing the issue ... SG: That's a designated grant, for the building fund. The directive was for a plan to raise general revenue.

for KPFT: SG asks GR or EB if ready to report anything. GR wasn't at the meeting but will try to put something together.

for KPFK: MP: some feel LSB shouldn't be involved in fundraising ... hopes it will be taken seriously at next LSB meeting.

9:40. [b-59:00] SG: Finances of network are not great ... will have this put on very top of agenda for next PNB. ...

GR. there was a willingness to consider ways to participate in development and in fundraising, but wasn't there so can't provide any specifics.

[b-51:40] 9:47. GA.: has participated in discussion on this in FinCom, also the the ad hoc fundraising committee of station staff and some LSB members. Have started discussions on some plans.

BS: at time.

SG. Will send out the motion again, to the LSB chairs for distribution to each of the LSB members. Will ask each signal area to participate in fundraising plans ...

SG. Also, since didn't before, now formally announces noms closed at this time.

[b-50:15] 9:48. Item #6. Report from CFO on financial health of Pacifica (20 mins). LH:

[b-27:35] SG: 3 items left on agenda...asks that any Q to LH can be ... in ex sess.

[b-26:38] 10:12: CC motion from EN - read by JVA:

That the two remaining meetings be held, as described by the Bylaws. That we investigate the steps now to reduce the cost of those meetings, and that the necessary cost-cutting steps be taken, and that a budget for the two meetings be established. (Approved by PNB CC Y-4, N-1)

EN: Motivates her motion.

[b-02:40] Vote on EN motion. Passed 10Y, 6N, 1 A.

Y: GA, CB, KD, ZF, AL, EN, GR, RR, LT, JW.
N: NB, AB, MP, Sarv, BS, JVA.
A: JR.

Discussion whether the remaining in-person meetings can be held in months other than June and September,

since the motion stated "as described by the bylaws" (previous PNB resolutions had been implemented to hold in-person meetings in April and July).

[c-29-30] AL:moved that ED and CFO be authorized to seek a line of credit for Pacifica.

SG: ruled the motion OOO at this time. In general, such motions come from the committees to the board; there is no research, no background; we're here to discuss the meeting.

[c- 28:56] JVA motion: That the Chair tonight appoint a task force from among the PNB members who voted yes on the CC motion to carry out the implementation of the motion.

10:52. AL moves to extend 10 mins. 2^nd. Without objection

GR: ... usually have local people working on this, also the NO. Amends to that effect.

[c-17:30] Vote on GR's amendment . Passed 10Y, 5N, 1A.

Y: GA, CB, KD, AL, EN, GR, RR, JR, LT, JW.
N: NB, MP, Sarv, BS, JVA.
A: AB.

10:57. JVA's motion, as amended by GR: That the Chair tonight appoint a task force from among the PNB members who voted yes on the Coordinating Committee motion to carry out the implementation of the motion, along with members from WPFW and from the national staff.

[c-10:07] 11:04. Vote on JVA's motion as amended.

Y: GA, NB, CB, AL, KD, EN, GR, RR, JR, LT, JW.

A: AB, MP, Sarv, BS, JVA.

[c-08:03] 11:10. SG appoints CB, AL, EN, RR. GA volunteers and is also appointed.

Discussion of time of meeting.

SG: Task force will make recommendation on that.

SG: Task force will report back to the board no later than 5/28.

\[c-02:35] 11:15 AL. Moves to adjourn to ex session.

GR: needs 2/3.

Sarv. What happens to the rest of the items?

SG: We'll continue them to the next meeting.

11:19 Meeting adjourned without objection to Ex Session.

|

APPENDIX I: Proposed Meeting Agenda, including Proposed Times:

1. Call to order, welcome and announcements, roll call, appoint time keeper (3 mins)

2. Approval of agenda (4 mins)

3. Approval of minutes (3 mins)

4. PNB Committee elections to fill vacancies -- Nominations (5 mins)

5. Status reports back from LSBs on fund raising strategies. (15 mins)

6. Report from CFO on financial health of Pacifica (20 mins)

7. Motion from Coordinating Committee on PNB meetings/cost saving (10 mins)

8. Personnel Committee report (10 mins)

9. New business (5 mins)

10. Executive session -- personnel matters (details to be forthcoming from PNB Chair) (35 mins)

11. Adjourn

(grand total: 110 mins)

====================================================================================

APPENDIX II: FULL TEXT OF MOTIONS AND REPORTS PRESENTED:

A. Motions to be Considered:

Motion from the PNB Cooedinating Committee:

That the two remaining meetings be held, as described by the Bylaws. That we investigate the steps now to reduce the cost of those meetings, and that the necessary cost-cutting steps be taken, and that a budget for the two meetings be established.

Approved by PNB CC Y-4, N-1

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

B. Motions Regarding Agenda Items #8 and #9 to be Continued Till Next Meetng:

Motion from the Personnel Committee on establishing a pool of candidates for General Manager searches:

Motion from the Personnel Committee on establishing a pool of candidates for General Manager searches:

That a pool of candidates, per Bylaws Article Seven, Section 3(B), presented to the ED for selection shall be

defined as no less than three approved candidates.

Approved by PNB PersCom without objection.

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

Motion from Jack VanAken for New Business (Agenda Item #9):

Article Eight, Other Committees of the Board of Directors, Section 2: Composition of Board Committees

Except as otherwise provided in these Bylaws, all committees shall include at least one Director from each Foundation radio station and two Delegates, who are not then serving as Directors, from each radio station, provided, however, that the inclusion of Delegates on a committee shall not be required where the Board by a majority vote determines that the privileged, sensitive or confidential nature of the matters to be addressed by said committee preclude the inclusion of Delegates as committee members in order for said committee to effectively and efficiently perform its duties. The Board may designate one or more Directors as alternate members of any committee. Director committee members shall be selected by a majority vote of the Board using the Instant Runoff Voting method, provided however that if there is an election for more than one committee member, then the Board shall use the single transferable method of voting to select committee members. Delegate committee members shall be elected by their respective LSBs using the Instant Runoff Voting method, provided however that if there is an election for more than one committee member, then the LSBs shall use the single transferable method of voting to select committee members.

Motion from JVA email:

Resolved, that for the remainder of the 2008 PNB term, one additional seat be

added for one WBAI Director and for one WPFW Director to the following committees:

Personnel

Audit

Technology

Governance

and further that elections be held for these additional seats concurrent with the elections

currently being held to fill vacancies.

Draft Minutes, Pendng Approval

Submitted by Mary Berg, Secretary

PNB Houston Meeting

Public Session

Saturday, April 12, 2008

Public Session convened at 8:12 am Central Time. Audio 080412a through o.

Present for all or part of public session: Grace Aaron (GA), Nia Bediako (NB), Evelyn Bethune (EB), Carolyn Birden (CB), Acie Byrd (AB), Lisa Davis (LD), Sherry Gendelman, Chair, (SG), Ambrose Lane (AL), Bob Lederer (BL), Mike Martin (MM), Efia Nwangaza (EN), Margaret Prescod (MP), Sarv Randhawa (Sarv), George Reiter (GR), Rob Robinson (RR), Thomas Ruffin (TR), Wendy Schroell (WS), ,Bonnie Simmons (BS), Lori Taguma (LT), Jack VanAken (JVA), Joseph Wanzala (JW), Yosh Yamanaka (YY). Mary Berg , Secretary (MB) Nicole Sawaya, ED (NS), Lonnie Hicks, CFO (LH). Dan Siegel, Corporate Counsel.

Dominga Estrada, HR Dir (DE).

Absent: None

Draft Minutes, Pending Approval

Submitted by Mary Berg, Secretary

PNB Houston Meeting

Public Session

Friday, April 11, 2008

6:30 pm Central Time

Public Session convened at ca 7:03 pm CT. [audio a -65:27]

Present for all or part of public session: Grace Aaron (GA), Nia Bediako (NB), Evelyn Bethune (EB), Carolyn Birden (CB), Acie Byrd (AB), Lisa Davis (LD), Sherry Gendelman, Chair, (SG), Ambrose Lane (AL), Bob Lederer (BL), Mike Martin (MM), Efia Nwangaza (EN), Margaret Prescod (MP), Sarv Randhawa (Sarv), George Reiter (GR), Rob Robinson (RR), Thomas Ruffin (TR), Wendy Schroell (WS), ,Bonnie Simmons (BS), Lori Taguma (LT), Jack VanAken (JVA), Joseph Wanzala (JW), Yosh Yamanaka (YY). Mary Berg , Secretary (MB) Nicole Sawaya, ED (NS), Dan Siegel, Corporate Counsel.

Absent: Lonnie Hicks, CFO (LH).

Minutes Approved at PNB Houston meeting, April 2008
Submitted by Mary Berg, secretary

PNB Teleconference Meeting
Friday, March 20, 2008
8:30 pm Eastern Time

Public Session convened at 8:41 pm ET

Present for all or part of public session: Grace Aaron (GA), Nia Bediako (NB), Evelyn Bethune (EB), Carolyn Birden (CB), Acie Byrd (AB), Lisa Davis (LD), Sherry Gendelman, Chair, (SG), Ambrose Lane (AL), Bob Lederer (BL), Mike Martin (MM), Margaret Prescod (MP), Sarv Randhawa (Sarv), George Reiter (GR), Rob Robinson (RR), Thomas Ruffin (TR), Wendy Schroell (WS), ,Bonnie Simmons (BS), Lori Taguma (LT), Jack VanAken (JVA), Joseph Wanzala (JW), Yosh Yamanaka (YY). Mary Berg , Secretary (MB) Nicole Sawaya, ED (NS), Lonnie Hicks, CFO (LH). Dan Siegel, Corporate Counsel.

Absent: Efia Nwangaza (EN).

PBA #1 - Proposed amendment to Article Seventeen, Section 1(B) of the Pacifica Bylaws
PBA #2 - Proposed amendment to Article Six, Sections 3 & 4 of the Pacifica Bylaws
PBA #3 - Proposed amendment to Article Six, Section 1 of the Pacifica Bylaws
PBA #4 - Proposed amendment to Article Five, Sections 4(A) and 4(B) of the Pacifica Bylaws
PBA #5 - Proposed amendment to Article Six, Section 3 of the Pacifica Bylaws