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 Pacifica National Board PNB Minutes 2004-03-12 PNB Meeting Minutes 2004-03-12 PNB Meeting Minutes
March 12-14, 2004 These minutes were taken by secretaries pro tem Lonnie Hicks and Sonali Kolhatkar,
with assistance from William Walker until the election of Roger Manning as Secretary
on Sunday. Directors present: One director not present - Two directors to be elected to fill the two affiliate seats - Marty Durlin [KGNU, Boulder], Vicki Santa [ WMNF, Tampa] Also present as officers of the Pacifica Foundation - Dan Coughlin -Executive Director(ED), Lonnie Hicks Chief Financial Officer(CFO) and the General Manages of the Pacifica stations. The full meeting was webcast by www.kpftx.org and www.wbix.org
FRIDAY EVENING, March 12th Convene - 6:50 pm 1. STATEMENT OF OUTGOING CHAIR LESLIE CAGAN 2. ELECTION OF A CHAIR PRO-TEM Election of a Secretary Pro-Tem
3. REVIEW THE PROPOSED AGENDA. MOTION - By Spooner. 7 yes, 8 no Warren also wants to present an agenda item regarding programming. MOTION - By Spooner MOTION - By Manning To grant Free Speech Radio News request for 10 minutes presentation time after the Archives report Saturday afternoon. Amendment - by Allen amends motion that report no longer than 10 minutes and
follow archives. Question is called MOTION - By Walker MOTION - by Allen to pass the proposed agenda as amended.
ADOPTED AGENDA: Friday, March 12 Saturday, March 13 Sunday, March 14th
4. ELECTION OF AFFILIATE REPRESENTATIVES TO THE BOARD.
5. BRIEF INTRODUCTIONS OF NEW PACIFICA NATIONAL BOARD MEMBERS
6. LISTENER COMMENTS (PART 1) - Meeting Adjourned for the day at 9: 30 pm.
SATURDAY, MARCH 13, 2004 Meeting convenes 9:50 am MOTION - by Dave Adelson to move agenda back by one hour. MOTION - by Spooner to pick up the hour by taking half hour off the lunch break
and extending the meeting at 6:30 pm.
7. DISCUSSION OF THE ROLES OF THE BOARD OFFICERS AND BOARD COMMITTEES. MOTION - by Allen that each director should submit to Randhawa in writing by the end of the day which committees they want to join and possibly chair. Pro tem chair Sanders unsuccessfully appeals to Allen to withdraw the motion because it will be addressed during Sunday agenda. MOTION - by Walker to extend agenda item for 10 minutes. MOTION by Warren to amend Allens motion to substitute "now" for "
by the end of the day " MOTION by Warren to amend Spooner calls the question on Allen motion on committee sign-up 16 yes, 0 no MOTION (restated here) by Allen that each director should submit to Randhawa
in writing by the end of the day which committees they want to join and possibly
chair. MOTION - by Sanders to move the agenda.
8. REPORT FROM PACIFICA EXECUTIVE DIRECTOR (ED) MOTION: by Sanders for 5 minute extension on ED Q and A - No objection. MOTION - by Spooner made a motion for lunch break and be back by 12:55pm. BREAK FOR LUNCH. Meeting resumes 1:00 pm.
9. FINANCE REPORT BY LONNIE HICKS, PACIFICA CFO Report via Speakerphone by Pacifica auditor Ross Wisdom: MOTION: by William Walker to move through the agenda as is, and deal with the
agenda at 6:15 pm and reevaluate for tomorrow’s agenda.
11. STATION REPORTS BY THE GENERAL MANAGERS Eva Georgia, KPFK, Ron Pinchback (Interim GM), WPFW, Duane Bradley, KPFT, Don Rojas, WBAI give reports, talk about goals and take questions from board members. KPFA GM Jim Bennet is absent due to illness.
12. LISTENER COMMENTS - PART 2 Motion to extend time allotted for this public comment period by 15 minutes
- 13 yes, PASSES MOTION by Walker to postpone Laforest and Walker resolutions until Sunday because text not available - no objection MOTION by Spooner dividing up remaining time amongst remaining reports - no objection
14. REPORT FROM URSULA RUDENBERG, AFFILIATE COORDINATOR
15. REPORT FROM BRIAN DESHAZOR, PACIFICA ARCHIVES 16. REPORT FROM FREE SPEECH RADIO NEWS (FSRN) REPORTS FROM OTHER GROUPS David Adelson and Mansoor (KFPK area), Anti Sound Posse Fernando, People Without Borders project Pro tem chair Sanders revisits issue of this PNB meeting running far behind schedule… MOTION by Adelson to extend Sunday meeting by 2 hours accommodate for more Q & A with executive director and Chief Financial Officer Discussion. Some objections because some directors will not be able to stay. Suggested that no votes be taken during extension, only discussion. Confusion over parliamentary procedure, directors instruct the chair pro-tem. Substitute Motion by Cooper seconded by Spooner, that Sunday meeting start
at 6:00am MOTION by Adelson restated: to extend Sunday meeting by 2 hours to accommodate
for Q & A with executive director and Chief Financial Officer, not to conduct
business. MOTION: to extend time to hear reports from other groups: 17 yes. PASSES First voices KPFA Apprenticeship program (KPFA training program): Cooper - Wishes to reconsider motion to convene tomorrow morning at 6:00am. Ruled out of order by chair pro-tem. Saturday session adjourns.
SUNDAY, MARCH 14 - DAY 3 17. EXECUTIVE SESSION - Closed to the public (see Article 6, Section 7 of Bylaws).
SUNDAY, MARCH 14, PUBLIC SESSION MOTION: to set per person time during public comment to 1 minute per person
18. PUBLIC COMMENTS PERIOD - PART 3 MOTION: by Schorell add public comment period at end of meeting - passes Five minute presentation by KPFT director Sam Kiteka
19. ELECTING A CHAIR, VICE CHAIR AND SECRETARY FOR THE PNB All positions elected using Instant Runoff voting and paper ballots as required by the Pacifica bylaws Article 9, Section 2. Nominations for chair (person making nomination in brackets) Nominees make brief statements. Ballots distributed and collected. Clarification of voting process given. MOTION by Walker to discuss Haiti resolution while votes being counted Breakdown of votes for Chair (certified by CFO Lonnie Hicks - 2 members of
public as observers for the count): Durlin now presides as PNB chair. Nominations for vice chair (person making nomination in brackets) Nominations for Secretary:
20. ESTABLISHMENT OF BOARD COMMITTEES MOTION by Kolhatkar that directors to caucus with their LSBs to determine who they want to be on these committees (withdrawn until later). MOTION by Adleson to not modify the bylaws regarding the coordinating committee, that instructions are clear. Not seconded. Discussion… MOTION by Roberts, that the 2 WPFW coordinating committee applicants agree
which one of them will withdraw and then accept names from sign up sheet as
amended. Seconded. Coordinating Committee will consist of Foundation officers and one director
form each station: Formation of Governance Committee MOTION by Walker that each station have only vote on each standing committee Discussion… AMENDMENT to the MOTION by Adelson to refer committee voting procedures to the governance committee - withdrawn Point of order from the floor - bylaws state that these committee members must elected by Single Transferable voting (STV) with ballots. Vote on Walker motion MOTION by Spooner to accept names as on signup sheet for Governance committee. Discussion on point of order regarding STV election… yes 16, no 3 Point of order - Walker - PNB is not complying with the bylaws with regard to proper voting procedure for these committee elections. Spooner - we only need to use STV when there are limited seats on a committee. MOTION to accept names as on signup sheet for the Technology Committee Formation of Programming Committee: MOTION by Roberts, seconded by Shields to accept names as on signup sheet for
the as amended Programming Committee: Formation of Finance committee MOTION: by Shields that "Shall include" is limiting and that this committee include only the CFO, a director from each station and the LSB treasurers as specifically stated in the bylaws. Call question Vote on Shields motion MOTION by Kolhatkar to accept names as on signup sheet as amended for the finance
committee call question Vote on Kolhatkar motion: MOTION by Spooner to accept names as on signup sheet as ammended for Audit
committee seconded by Walker yes 19 Committees of Inclusion (COI) Chair Durlin runs down remaining agenda items and points out time restraints. Adelson requests that KPFK motion for the formation of an Elections Review Committee be addressed. AD HOC COMMITTEES MOTION by Spooner to immediately establish Executive Review committee and Elections
review committee with 1 volunteer director from each station and 1 affiliate
director if desired and it be limited to those members. MOTION TO AMEND by Adelson that the elections review committee be formed according to the KPFK motion - that the Elections Review Committee be charged with dealing with the issues for the reasons for the lack of diversity in elections results, and the questions of class and gender in the conduct of the election - withdraws until later. Clarification Discussion... MOTION to AMEND: by Roberts to divide the motion - consider the two committees
separately MOTION by Spooner part one: Immediately establish Executive Review committee with 1 volunteer director form each station and 1 affiliate director if desired and that the committees are limited to these members Question called MOTION Kiteka - needs to leave for airport, wants to present motion for an ad-hoc committee. No objection , Chair allows motion.. MOTION by Kiteka to create standing committee to organize and develop fundraising for a $64k Pacifica remote broadcast vehicle to travel throughout the country for outreach, promotion and incorporate digital technology Brief discussion MOTION
21. SCHEDULE NEXT MEETING [moved up in the agenda to accommodate directors having to leave for the airport] MOTION: by Allen for the next PNB meeting to take place in Houston June 3,4,5,6 - retreat to take place on the 3 and 4th. Question called 15 yes, 1 no Directors Kiteka and Cooper leave. A quorum of 19 directors still present.
20. COMMITTEE FORMATION (continued) Point of Order by Maldonado were committees formed legally? - supposed to be
elected ... Point of information by Adelson - the Spooner motion creating the the ad hoc
Executive review committee says that it is limited to those directors just elected,
arent there supposed to be LSB members of ad hoc committees? Spooner - yes,
unless determined otherwise for confidentiality. MOTION by Walker that the executive review committee be elected by STV. Executive Review committee candidates: Spooner clarifies voting process. Point of order by Adleson - a specific motion needed to limit executive review committee membership to directors. MOTION by Walker that the executive review committee be limited to directors. Question called MOTION by Adelson from KPFK LSB that the PNB establish an elections review committee to assess the recent LSB elections looking especially towards the participation of candidates, outreach and publicity, voting and election especially of low income people of color , women, GLBT, and other oppressed or underrepresented communities. This committee should make recommendations to the PNB that should also be reviewed for input by each LSB. Discussion on time restraints for todays meeting and use of the hall. MOTION to Amend by to split motion separating diversity issues from specific
administrative questions SUBSTITUTE MOTION by Spooner that Adelson motion duties concerning outreach, diversity, inclusion be referred to the Committee of Inclusion as established by the bylaws. 12 yes, 2 no, 1 abstain MOTION by Allen establish elections review committee to address the flaws and MOTION to amend by Spooner to insert "problems in the administration of
the election" MOTION restated by Allen: to initiate an ad hoc elections review committee to determine ways to resolve the problems in the administration of the first election and to report at June 2004 PNB meeting. Point of order - by Adelson that motions to amend should be voting on separately. Spooner - proper to vote on the motion as amended, returning to the original motion if it fails 10 yes, 2 no, 2 abstain Voting results on Executive Review committee Elected to Executive Review committee: Kolhatkar, Shields, Randhawa, Schroell, Roberts :: Break - 10 min :: Elections review committee Ballots filled out and handed in. Discussion of additional ad-hoc committees MOTION by Roberts to not form additional ad-hoc committees at this time in
the interest of workload Vote on Roberts motion: Order of the day called by Adelson - Q and A with Executive Director and Chief
Financial Officer Vote on not moving the agenda - 3 yes. Agenda moved.
22. QUESTION AND ANSWER PERIOD WITH EXECUTIVE DIRECTOR AND CHIEF FINANCIAL OFFICER [as added to the agenda earlier in the weekend] The PNB asks various questions for Executive Director (ED) Dan Coughlin and Chief Financial Officer (CFO) Lonnie Hicks. MOTION by Adleson to extend meeting by 60 minutes and limit questions to 2
minutes each in length MOTION to adjourn Vote on motion to extend meeting by 60 minutes MOTION by Walker to extend to 15 minutes so directors may finish their questions. MOTION by Sanders - in evaluation to be referred to the appropriate committee: MOTION TO ADJOURN by Manning Meeting time has expired. Elections Review Committee results read into meeting recording after adjournment: Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
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MINUTES OF THE PACIFICA FOUNDATION - BOARD OF DIRECTORS REGULAR MEETING