2007-09-07 Approved Minutes for PNB PublicTeleconference Meeting

Absent: Evelyn Bethune (EB), Ambrose Lane (AL), Berthold Reimers (BR), Rob Robinson (RR)-on leave of absence, Thomas Ruffin (TR), Lori Taguma (LT),.

Proposed Agenda, public session (2 hrs, 50 min total)

1) Roll Call and Approval of Agenda (10 min)

2) ED report (15 min)

3) Bylaws amendments on Delegate election schedule, term length, and term limits (for full text, refer to http://www.pacificafoundation.org/pnb/whole-pnb/proposed-amendments/election-amendments-july-2007.html

70 min divided as follows:

a) Presentation of overall set of proposals (5 min.)

b) Changes to Delegate election schedule (10 min.)

c) Extension of Delegate terms from 3 to 4 years (20 min.)

d) Offering options to membership on Delegate term limits (25 min.)

e) Implementation policy if various options are adopted (proposal from National Election Supervisor) (10 min.)

4) Consideration of the proposed DN! contract agreements (25 min)

5) Coordinating Cmte recommendations on September meeting planning (15 min)

6) Finance Cmte motions (public portion), if any (10 min)

7) Tech Cmte report, if any (10 min)

8) ED Search Cmte report, if any (public portion) (10 min)

9) Response to WBAI LSB member's e-mail regarding station donations (15 min)

Chair's note: i have included finance, tech, and ed cmte sections in this agenda, but do not recall having received written summaries of any items to be presented from these cmte's.

8:53 pm: Approval of agenda. MB moved to adopt agenda. BL 2^nd.

LW: include motion from April '07 on Director travel expenses at annual meetings (Full text is in Appendix ).

DA: Since another teleconference probably needed, will add it then.

BL moved to add to #3 issue of arguments for inclusion in voter booklet. 2^nd. Approved without objection.

WS moved to postpone #9 till next teleconfrence. 2^nd. Passed 6Y, 4N, 2A.

Y: CH, SR, Rip, WS, DW, LW.

N: AB, LD, RLF, BL.

A: MB, MP.

9:10 PM. Agenda Approved as Amended (See Appendix 1).

9:13 PM. ED Report – GG. (Full text is in appendix)

9:34 pm. GG leaves call due to prior commitment.

9:35 pm. Bylaws Amendments on Delegate election schedule, term length, and term limits. (Item 3)

Note: A majority of the full PNB membership is required to pass bylaws amendments; Chair can vote.

9:51 pm. Vote on Changes to Delegate election schedule (Item b) . Passed 14Y, 1 N, 1 A.

Y: DA, MB, LB, AB, LD, CH, RLF, BL, MP, Sarv, SR, WS, DW.

N: LW.

A: Rip.

9:52 pm. Extension of Delegate terms from 3 to 4 years (item c).

CP: This was his proposal, not any board member's.

10:08 pm. WS moved to postpone the entire discussion till we restructure the ballot.. LW 2^nd.

10:19 pm. Vote on postponement . Failed 2Y, 9N, 1 A.

Y: WS, LW.

N: MB, LB, AB, LD, CH, RLF, BL, MP, DW.

A: SR, Rip.

10:30 pm. Vote on extension of delegate terms: 10Y, 4N, 2A. Not a majority of the full PNB.

Per DS, is still pending and can be voted on subsequently.

DA: Does this moot a vote on option for term limits? DS: No.

10:31 pm. Options on Delegate term limits

10:39 pm. DA yielded chair to Sarv.

10:48 pm. DA moved to postpone vote until after revote on Item 3-c. RLF 2^nd. Approved without objection .

10:49 pm. Implementation policy (Item 3-e). See Appendix 3 for CP “Note on Term Limits Variables):

DA resumed chair.

10:58 pm. WS moved to consider CP's memo as implementation motion. No 2^nd.

11:03 pm. Arguments for inclusion in voter booklet (Item 3-f).

11:06 pm. BL moved to form an ad-hoc PNB working group (full text is in Appendix 3). 2^nd.

11:16 pm. LW moved to amend to nclude at least 2 PNB EC members who are non-PNB. 2^nd.

11:24 pm. Vote on LW amendment: Failed 5Y, 6N, 1A.

Y: CH, Rip, WS, DW, LW.
N: MB, LB, RLF, BL, Sarv, MW.
A: SR.

11:30 pm. Vote on main motion (to form ad-hoc committee): Passed 7Y, 0N, 5A.

Y: MB, LB, RLF, BL, MP, Sarv, WS.
A: CH, SR, Rip, DW, LW.

MB will send out email to PNB including the issues CP raised , inviting members to participate and state what positions if any) they would like to represent.

11:36 pm. Proposed DN! contract agreements (See Appendix 5):

12:18 am. Vote : Agreement approved unanimously.

Y: DA, MB, AB, LB, CH, RLF, BL, MP, Sarv, SR, Rip, WS, DW.

12:22 am. NFC Motion on WBAI Budget (See Appendix 6):

12:37 am. DA yielded chair.

12:46 am. Vote: Passed 8Y, 1N, 3A.

Y: DA, MB, LB, CH, SR, Rip, WS, LW.
N: RLF.
A: AB, BL, MP.

12:50 am. NFC Recommendation re KPFK Budget (see Appendix 6):

12:59 am. Motion approved without objection.

1:02 am. ED Search Committee:

1:07 am. LB moved that applications be closed as of 9/7/07. 2^nd.

1:11 am. LW amended to close 9/14/07. SR 2^nd.

1:14 am. Amendment failed 6Y, 7N, 1 A.

Y: SR, Rip, WS, WS, MW, LW.

N: MB, LB, AB, CH, BL, MP, Sarv.

A: RLF.

1:19 am. Main motion (close applications as of 9/7/07) passed 9Y, 4N.

Y: MB, LB, CH, RLF, BL, SR, WS, MW.
N: Rip, SR, DW, LW.

1:20-1:38 am. Next teleconference set for 9/14/07: Ex session to interview recommended ED candidates,

followed by public session to continue consideration of proposed bylaws amendments.

Public Session adjourned at 1:39 am.

Minutes submitted by Mary Berg, PNB secretary

Appendix 1: Agenda Approved as Amended:

1) Roll Call and Approval of Agenda (10 min)

2) ED report (15 min)

3) Bylaws amendments on Delegate election schedule, term length, and term limits (for full text, refer to http://www.pacificafoundation.org/pnb/whole-pnb/proposed-amendments/election-amendments-july-2007.html

70 min divided as follows:

a) Presentation of overall set of proposals (5 min.)

b) Changes to Delegate election schedule (10 min.) 14-1, 1A

c) Extension of Delegate terms from 3 to 4 years (20 min.) 10-4, 2 A

d) Offering options to membership on Delegate term limits (25 min.)

e) Implementation policy if various options are adopted (proposal from National Election Supervisor) (10 min.)

f) Arguments for inclusion in voter booklet.

4) Consideration of the proposed DN! contract agreements (25 min)

5) Coordinating Cmte recommendations on September meeting planning (15 min)

6) Finance Cmte motions (public portion), if any (10 min)

7) Tech Cmte report, if any (10 min)

8) ED Search Cmte report, if any (public portion) (10 min)

Appendix 2: ED's Report.

Executive Director's Report

September 7, 2007

When I began work as Executive Director on January 23, 2006 – after being hired only three weeks before – the rebuilding of Pacifica’s organizational and programming infrastructure, after years of struggle, was still incomplete. At KPFA, the General Manager departed just days before I arrived, and both staff and Board were clamoring for a replacement. There was no National Technical Director; serious questions surrounded how to handle national programming; there was little cooperation between units and no clear process for developing special broadcasts; and a major lawsuit was looming. The national staff rarely met, and the only time General Managers discussed issues as a group was immediately before in-person PNB meetings. In other words, there was no ongoing, substantive coordination of key management and national staff. There were also few records in the national office explaining how management functioned and no clear record of Board decisions.

I mention this not to place any blame. And I certainly can't take credit for many of Pacifica’s recent achievements. But since this is probably my last report to the Board, I believe that both a baseline and an overall review is in order. Among the changes and accomplishments that have taken place since early 2006, I include the following:

1) HIRING: An Interim General Manager for KPFA (Lemlem Rijio) was hired, and has proven to be both competent and strong. The result is that, despite the disagreements over policy decisions you would expect, the atmosphere at this station is considerably more calm. Pacifica has also gained an excellent National Technical Director (Jon Almeleh), a creative Network Programming Coordinator (Nathan Moore) – after working out the scope of this new position with the Board, and a new Interim General Manager for WBAI (Robert Scott Adams). As promised, I’ve brought new people and ideas into the organization.

2) STAFF COOPERATION: We’ve initiated and maintained a regular schedule of productive staff meetings, and simultaneously broadening the participation in these bi-weekly work sessions. The Operations Collective has met more than 30 times, and has become one of the main forums for developing initiatives and working out problems. Ask General Managers, Program Directors, or national staff and you’ll find that they are more engaged and have developed stronger and more productive working relationships.

3) PROGRAMMING: The capacity to produce national programming has been greatly expanded. In 2006, Pacifica launched the Spanish language newscast “Informativo Pacifica,” the weekly archives show “From the Vault,” and a successful election season series, “Informed Dissent” – which can be a model for future ongoing national programming (More than 55 producers from 15 states were involved in this 10 week series, an unprecedented example of collaborative production). Pacifica staff – often working in teams that involved people from more than one station -- also produced numerous specials – live coverage of key hearings, and broadcasts on labor, immigration, the 2006 elections, constitutional rights, race, media democracy, Palestine, gay rights, and the US Social Forum, among other topics. Pacifica is recreating its capacity to produce national programming. This Spring and Summer, the Board heard directly from staff about their ideas for the future. There is still work to be done, but we’ve come a long way in less than two years.

4) DIGITAL DEVELOPMENT: To project this new programming, as well as the diverse offerings of the stations, new and improved websites have been launched. Pete Korakis has created a content-rich main site, as well as separate websites that provide timely information about governance and the network. Pacifica still doesn’t devote sufficient resources to its digital infrastructure, but we have gained some ground. This summer, after an extended debate, we launched a digital distribution project that will have a profound impact on how Pacifica reaches audiences in the years ahead. Inexpensive storage of audio content makes it possible for listeners to “time shift” – that is, to personalize their listening habits. This emerging media landscape also makes it possible to tap more creativity and talent – to create a new kind of dialogue with listeners. If we continue to move forward, Pacifica has the potential to again use its unique position and resources to protect and expand free speech – this time by using multiple platforms and supporting the broader movement to preserve a democratic Internet.

5) PRESERVING THE LEGACY: The Pacifica Archives has not only launched a weekly program, but succeeded in having it distributed internationally. In addition, Brian DeShazor and the PRA staff have continued to promote the importance of Pacifica’s unique resource, attracting donors through creative marketing, producing specials, and even testifying before the Library of Congress. PRA is currently developing an ambitious preservation and distribution project, focusing on historic audio from the late 1960s, with the potential to influence public understanding of that crucial period.

6) NETWORK DEVELOPMENT: The Affiliates Network has expanded significantly – from less than 90 stations when I was hired to more than 125 today. This is largely due to the efforts of Ursula Ruedenberg, who has also taken the lead in making Pacifica a key part of the Radio for People Campaign -- the push to have as many local groups as possible apply for new, full-power licenses next month.

7) POLICIES AND RECORDS: New policies and procedures have been implemented – concerning confidentiality, election processes, reimbursements, reporting, national broadcasts, job postings, and harassment – and in general, communication has been much more open and inclusive. The Board and the community can now see all the major decisions that have been made over the past four years, organized topically and available online. People may not always agree with such decisions or policies, but I don’t think it’s easy to argue anymore that Pacifica’s management or leadership is not transparent. I’ve also developed and regularly updated an extensive new filing system for various aspects of national management, In short, the Board and the community have been kept informed, and my successor will have the benefit of significant records on developments and issues addressed since early 2006.

8) ELECTIONS: In 2006, Pacifica had successful elections. There were flaws and criticism, but I say that they were successful because (a) the cost was reduced, (b) more of the process was handled in-house, (c) turnout slightly increased, and (d) no major complaints were filed. This year, the elections are off to a solid start with an increased number of candidates, a strong National Election Supervisor, and a clear, public outline of the deadlines and rules.

9) LEGAL ISSUES: I led the process of hiring a general corporate counsel, who has since helped us to control costs and keep pace with issues as they emerge. During my time here, two legal cases have been put behind us, and although there are still pending legal issues, I want to stress that -- with only a few exceptions – the legal issues facing Pacifica stem for disputes that date back more than two years. I’ve commented previously on the nature of these actions and the damage they do. I urge everyone who loves this organization to look for other ways to resolve differences.

10) IMAGE: This brings us to the last point – Pacifica’s image. When I arrived, it was still known as an organization hobbled by conflict. According to a description in Wikipedia, “years of internal legal battles and financial mismanagement had taken a toll.” Since then, I believe we have begun to repair the damage. Part of my strategy has been to consistently promote the accomplishments and vision of the network by writing articles, making public appearances, issuing editorials, and attempting to serve as a credible voice for what is best about the network. There’s still a way to go, but Pacifica’s public image has improved. Earlier this year, for example, at the annual National Federation of Community Broadcasters conference, Pacifica was publicly thanked and praised rather than criticized. If you search the Internet today, you’ll see more about our stands on issues and our programming than about any lingering internecine warfare.

When you look back at the last two years, I think you will find that it was a time in which Pacifica began to rebuild its capacity and recover its self-respect. My goal was not to force radical change; I realize that some people who hoped that I would “clean house” may be disappointed with that. But it was my view that the key tasks were to rebuild trust, foster cooperation, and methodically develop – with as little disruption as possible – more proactive and collaborative programming, more efficient and effective management, and a culture of renewed civility and mutual respect.

This is certainly still a work in progress, and I’ve probably been neither as successful as some supporters claim nor as bad as critics accuse. In some cases, however, the claims of those who feels management has been ill-informed or out of control have been based on little more than bitterness and projection. What I have done, I hope, is help spur a process of reconciliation, while moving forward in some key areas, and meanwhile clarifying differences and tasks where there is still crucial work to be done.

Greg Guma

Executive Director

Pacifica Foundation

Appendix 3: Proposed Bylaws Amendments-- Plus Related Docs.

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

Suggested procedure for dealing with proposed changes to Delegate term limits

by Casey Peters

In my capacity as National Elections Supervisor, I issued a Ruling on August 22, 2007, explaining how the term limits currently in the Pacifica Bylaws would affect candidates for Local Station Board in the 2007 elections.

It was not appropriate at the time to issue a Ruling on how the various proposed Bylaws amendments on term limits might work, though I did issue a speculative statement on the subject to the PNB on the

previous day.

A great deal of email has been generated debating implementation of proposed term limit changes, and at this point it may be prudent for the PNB to adopt a motion detailing the various options.

For your convenience, I offer you the following proposal, drawn from my previous statement and incorporating advice from Pacifica's legal counsel and suggestions from others, as a draft:

__ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __

The Pacifica National Board determines that the proposed bylaws amendments concerning Delegate term length and term limits, if adopted by the membership in 2007, will be applied as follows to Delegates elected in 2007:

1. The overall intent of the proposed bylaws amendments is that if adopted:

a) if an extension of terms to four years is adopted, it would apply immediately to Delegates elected in 2007 and thereafter, and

b) any changes to existing term limits adopted by the membership would take effect at the end of the terms served by all Delegates.

2. The Pacifica National Board affirms the August 22, 2007 Ruling of the National Elections Supervisor regarding term limits, which reads:

Delegates who were elected to a short term in February 2004, then subsequently re-elected to a full term later in 2004:

(a) May run for re-election, but are subject to the term limits currently in the Bylaws. If re-elected, these delegates would be required to vacate their LSB seats no later than 6 years after the date that they first took office

(b) If vacating office prior to the Elections Close Date in 2009, would be replaced by the alternate next in line from the 2007 election, and if vacating office on or after the Elections Close Date in 2009, would be replaced by the alternate next in line from the 2009 election.

That ruling will be applied only if the membership adopts no change to existing term lengths and limits. If another option is adopted (thus repealing the current six-year term limit), Delegates in this category will be entitled to serve out a full term. If the membership adopts a 4-year term, they will be entitled to serve until the 2011 elections. If the membership retains a 3-year term, they will be entitled to serve until the 2010 elections. At the end of that term, they will be subject to whatever term limits (or absence of term

limits) are adopted by the membership in 2007.

3. Delegates who were first elected to a full term (two years and nine months) in February 2004 and then re-elected to a second term in 2006 will be eligible to serve out their full three-year term through the 2009 election, regardless of any bylaws amendments concerning length of terms and/or term limits that the membership may adopt in 2007. Beginning with the 2009 election, such Delegates will be bound by whatever term limits (or absence of term limits) are adopted by the membership in 2007.

4. Delegates who were first elected and seated in December 2004, or who have served two years or more of the 2004-2007 term as a Delegate, and are re-elected in December 2007:

(a) If a 3-year term is retained, will be eligible to serve until the 2010 election, at which time they will be bound by whatever term limits (or absence of term limits) are adopted by the membership in 2007.

(b) If a 4-year term is adopted, will be eligible to serve until the 2011 election, at which time they will be bound by whatever term limits (or absence of term limits) are adopted by the membership in 2007.

5. Candidates who are running for election, not re-election, as Delegates are immediately subject to whatever term lengths and term limits (or absence of term limits) are adopted by the membership in

2007.

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

BL Motion to form ad-hoc working group:

The PNB creates an Ad Hoc Bylaws Amendment Working Group to convene a teleconference no later than Thurs., Sept. 20 to recommend to the PNB a general approach to the design of the ballot for the bylaws amendments and to advise the National Election Supervisor on the choice of writers for the arguments concerning the various amendment options to be included in the voter booklet. The group shall include PNB members appointed by the chair with balanced representation of different views plus the National Election Supervisor and, as needed, Pacifica's legal counsel. The PNB will meet by teleconference before the Sept. 28-30 in-person meeting to discuss the remaining unresolved issues concerning the bylaws amendments and any other urgent matters.

Passed 7-0, 5 A.

Appendix 4: DN! Banner Agreement:

Producer agrees to place a Pacifica banner no smaller than 144 x 60 pixels in a prominent position at democracynow.org. The banner will consist of a static Pacifica logo and changeable text that can be

altered at Pacifica's discretion no more than twice per month. The banner will be hosted and moderated by Producer.

Motion: Resolved,

That the PNB recognizes the valuable contribution of Amy Goodman and Democracy Now! to Pacifica Radio and journalism more generally and agrees to the contract terms that have been negotiated, and empowers the ED to enter into a contract according to such terms.

Passed unanimously 13-0-0 (roll call)

Appendix 5: CC Recommendations for PNB In-Person Meeting in Berkeley

dear all,

the coordinating committee met on Tuesday, Sept. 4 to discuss the PNB meeting planning and to review the contracts policy. our decisions regarding the PNB meeting were consensus decisions and i have, below, summarized the recommendations that the CC agreed to. i hope that on this evening's PNB call we can adopt these as a single item, but i have numbered the items so that members can make reference to specific components of the recommendation easily.

Coordinating Committee recommendations regarding the September 28-30 PNB meeting:

1) That the Friday morning session shall be an Executive Session devoted to

Personnel issues Legal matters Confidential LSB-related issues, if any (i.e. those relevant to confidential personnel or legal issues)

Confidential Financial Matters

2) That the Friday afternoon session shall be an Executive Session devoted to the ED search, incl. interviews with candidates.

3) That issues related to elections, incl. the NES report and any motions from the Elections Committee shall be on the Friday evening agenda

4) That station and staff reports, including the technology report, shall be placed on the Saturday morning/early afternoon agenda

5) That budget approvals shall follow station and staff reports on the Saturday agenda

6) That the final item of business on Saturday will be discussion of recommendations, if any, from the Digital Distribution consultant as reflected in a written report to be submitted to the PNB prior to the PNB meeting, and other issues related to Digital Distribution

7) That Sunday morning, 9-11 am, be an executive session devoted to completion of pending issues on the ED search and other remaining Exec session items

8) That public comment be held at time certain, 12 pm.

9) That the remainder of the public session on Sunday be devoted to motions from committees ("action items"), unfinished business, and new business

10) That the meeting shall adjourn at 3 pm. 11) That the PNB chair and ED shall adjust detailed times in each section as necessary in preparation of a final draft agenda.

The coordinating cmte recommends that PNB members book flights leaving AFTER 6 pm pacific time if at all possible.

Below is a draft agenda outline indicating the structure of the meeting if the above recommendations are approved, followed by the detailed draft agenda itself (tx to Greg for preparing this):

Friday

9 - 12:30 Executive Session on various items (3 + 1/2 hours)

12:30 - 1:30 Lunch break

1:30 -5 Executive Session on ED Search (3 + 1/2 hours)

5 - 6 Dinner Break

6 -8:45 Public session, including Budget overview by CFO, Elections reports from NES and committee, public comment, and consideration of any election items for action

Saturday

9 -12:30 Station reports, public comment, and beginning of staff reports (3 + 1/2 hours)

12:30 1:30 Lunch break

1:30 -2:30 Finish staff reports

2:45 - 5:05 Budget review and adoption (35 mins X 4 budgets = 140 mins)

5:05 -6 Dinner break

6 -7:45 Complete budget adoption process (35 mins X 3 budgets = 105 mins)

(NOTE: the budget has seven sections: the five station budgets, the national office budget, and the PRA budget)

7:45 -- 9 End evening with an update on digital distribution project (time permitting)

Sunday

9 -11:45 Executive session (2 + 3/4 hours)

Break for set up

12 -3 -- begin public session with public comment, followed by lunch, action items, new and unfinished business, adjourning at 3 p.m.

The details:

AGENDA

Pacifica National Board Meeting September 28 – 30, 2007

Doubletree Hotel, 200 Marina Blvd,

Berkeley CA 94710 (510) 548-7920

Friday, September 28, 2007

9 a.m. – 12:30 Executive session to consider: - Personnel issues - Legal matters - LSB-related issues - Confidential Financial Matters

1:30 - 5 Executive Session

- ED Search Process

PNB Opening Session 6 – 8:30 p.m.

6 – 6:30 p.m. Welcome and roll call Approval of agenda Consideration of motions on meeting procedure

(i.e. speaking time agreed to by members, processing of procedural motions, etc) Scheduling of Jan. 08 In-Person PNB meeting in WBAI signal area

Approval of available minutes

6:30 – 7 Budget overview – Chief Financial Officer

7 – 7:20 National Elections Supervisor Report

7:20 – 7:40 Election Committee Recommendations

7:40 – 8:10 Public Comment

8:10 -8:45 Action Items on Elections (if any)

Saturday, September 29, 2007

Public Session -- 9 a.m. – 9 p.m.

9 – 3:30 Station & Staff Reports

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

9 – 10:15 Station Reports: WBAI, WPFW, KPFK, KPFT

10:15 – 11 Focus Station – KPFA

11 – 11:30 Public Comment

11:30 – 12 Technology Reports

12 – 12:30 Pacifica Radio Archives Report

12:30 – 1:30 Lunch

1:30 - 2 Affiliates /Outreach Report

2 – 2:30 Programming Report

2:30 – 2:45 Break

2:45 – 7:40 p.m. FY07 Budget approval process

Note: Pacifica’s budget is divided into 7 sections, one for each station, one for the national office (NO), and one for the Pacifica Radio Archives (PRA). Thirty five minutes allotted to each section of the budget, divided as described below:

Finance committee recommendation (3 min) CFO comment (3 min) GM/unit manager comment (4 min) Debate (15 min) Public comment (5 min, 1 min per person) Voting (5 min)

2:45 – 3:20 p.m. WBAI budget

3:20 – 3:55 KPFA budget

3:55 - 4:30 KPFK budget

4:30 - 5:05 KPFT budget

5:05 – 6 p.m. Dinner

6 – 6:35 WPFW budget

6:35 – 7:10 Pacifica Radio Archives budget

7:10 – 7: 45 National office budget

7:45 – 9 Digital Distribution Project Update & Discussion

(Report submitted in writing by 9/14)

Sunday, September 30, 2007

9 a.m. – 11:45 Executive session

11:45 – 12 Break

Public Session – 12 – 3 p.m.

12 – 12:30 Public Comment

12:30 – 1 Lunch

1 – 3 Action Items, Unfinished & New business

3 Adjournment

Notes: The PNB will forego formal Committee presentations, unless a Committee informs the PNB of pressing action items. Written reports will be received by the PNB for consideration and any necessary referrals to Committee.

Greg

****

Executive Director

Pacifica Foundation

Appendix 6: The National Finance Committee 2008 Budget Motions for WBAI, KPFK, and KPFT

for consideration by the PNB for public session of meeting on September 7, 2007

(LaVarn Williams, Chair NFC).

Motion from Lonnie Hicks that the PNB Finance Committee has reviewed the request of the WBAI Local Station Board regarding its FY'08 budget in the context of current and projected income, debt, expenses, and cash flow. The committee finds that the financial situation at WBAI is critical because cash flow projections demonstrate that the station will not be able to meet its financial obligations. The committee

recommends that the WBAI station management identify additional savings that would achieve a net surplus of 125 thousand dollars for the next fiscal year (FY'08) in a revised budget for submission to the

WBAI LSB by September 5, 2007. In the event that the WBAI LSB fails to approve a budget within these parameters, the management of that station should submit its budget directly to the CFO before September 13, 2007 for PNB Finance Committee review. The committee further finds that the finances of WBAI are such that WBAI management must develop recovery plan targets for submission to the Pacifica National Board in September.

Motion passed without objection at 7:09 pm, with Bediako abstaining.

Motion from LaVarn Williams that the PNB Finance Committee approves the KPFT budget for submission to the PNB.

Motion passed without objection at 8:01 pm.

Motion from Lonnie Hicks that the PNB Finance Committee has reviewed the budget approved by the KPFK Local Station Board in the context of current and projected income, potential expenses, and cash flow. The committee finds that the financial situation at KPFK is potentially serious because certain major expenses are not reflected in its budget, specifically legal contingency, GM transition, and CPB HD

grant matching. The committee recommends that KPFK station management include these expenses and identify additional savings that would achieve a net surplus of 160 thousand dollars for the next fiscal year (FY'08) in a revised budget for submission to the KPFK LSB by September 5, 2007. In the event that the KPFK LSB fails to approve a budget within these parameters, the management of that station should

submit its budget directly to the CFO before September 13, 2007 for PNB Finance Committee review.

Motion passed without objection at 7:30 pm.

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

Appendix: Motion on Director Travel Expenses to PNB Annual In-Person Meetings.

Whereas, the Pacifica Foundation holds an “Annual Meeting” of the Board of Directors in late January and regular in-person meetings in the following three quarters of the fiscal year for the purpose of conducting the activities and affairs of the Foundation and to exercise all corporate powers under the direction of the Board of Directors [Article Five].

Whereas, notice of every meeting of the Board of Directors shall be sent to each Director [Article Six].

Whereas, Directors are those natural persons who have been elected to and are serving on the Foundation’s Board of Directors [Article Five: Section 1.A].

Be it Resolved, that Director expenses for in-person participation at Board Meetings shall be paid by the Foundation for only current Directors of the PNB or for guests as approved by a majority vote of the Board of Directors prior to the PNB meeting.

Be it Resolved, further that the Foundation shall not pay for the travel expenses of former PNB Directors either through a gift or loan unless approved by a majority vote of the Board of Directors prior to the PNB meeting.

LaVarn Williams, Director KPFA

PNB April 22, 2007