2007-03-23 Approved Minutes for PNB Public Teleconference Meeting

Approval of Agenda: AL moved to adopt the agenda. 2^nd by BL.

Discussion. [Note: Details of agenda amendments shown in Appendix 1, below.]

[Arch. 1, 38:13] Agenda approved as amended.

WS designated timekeeper.

[Arch. 1, 31:38-27:50] ED Report.

CH: What is the OC? GG: 18-20 members, consisting of GMs, PDs, plus national staff; meet every 2 weeks.

LD: Asks that people use full name of acronyms like NFCB.

BL: Who is invited to Programming Summit 4/19? GG: More like a Phase I than a summit. Couldn't fly all the producers in. So basically, about 20 people, who will be there already. All the national staff, the GMs and PDs. Objective is to discuss the national programming policy, local/national relationships, other things like must-carry, etc.; and then to put together a follow-up plan for a larger in-person meeting or a series of telephone meetings that would involve more people...

LW: Where will you be? GG gives itinerary.

AL: Re consultant you plan to hire, do you need anything from us? GG: deal with process issues now or if need be in ex session...

[Arch. 1, 16:17. Time extended 15”] Further discussion.

[Arch. 1, 07:50] AL: we should have our counsel study the conflict of interest issue. DA: CC will take this up.

[Arch. 1, 02:54]. MB moved that PNB hold a meeting 4/6/07 at 8:00pm to discuss the PNB CC report, plus other items. 2^nd by AL.

BL: Set deadline for submitting other items. DA: per bylaws, must be received by Friday 3/30.

Motion to meet 4/6 passed without objection.

[Arch 2, 60:49-53:30]. Finance Cmte Report LW: [NOTE: Full report is in Appendix 2, below].

NFC Motion #1. Resolved: The PNB Finance Committee has reviewed the CFO's financial impact summary for the DDD project (as amended) and finds the project financially feasible and the impact summary reasonable, but recommends that the PNB carefully ensure compliance with the self-dealing provisions of the California Corporations Code and IRS Tax Codes pertaining to determination of status as an employee versus a contractor. The National Financial Committee is not reviewing or commenting upon the merits of any particular person doing this work

[Arch.2, 51:18]. DA turned over chair to Sarv, who was now on call. LW read the resolution again. Sarv: no need to vote on it, only to accept it. Discussion whether the PNB needs to vote that it “carefully ensure compliance ... pertaining to ... status as an employee vs a contractor.”

[Arch: 2, 37:12]. DA Motion: That the PNB accept the recommendations of the NFC and instructs the ED to request of Corporate Counsel a written summary of the steps the Foundation must take to comply with all relevant provisions of the California Code and the tax codes. Lydia 2nds.

[Arch 2, 27:47]. time extended 15”]. TR: Moved that, since we haven't had opportunity to review the docs, discussion of DA's motion be postponed until 4/6 meeting, provided we have adequate notice and receipt of final version of NFC financial impact docs.. 2nd by LW.

[Arch. 2, 19:30]. BL moved to divide DA's motion. 2^nd by LD. First part: That the PNB accept the recommendations of the NFC

[Arch. 2, 16:00]: Sarv: Motions to postpone take precedence over motions to divide, so rules BL motion out of order. DA: BL is proposing to divide the motion to postpone, so is in order.

Sarv: TR moved to postpone DA's entire motion; so rules motion to divide out of order at this time.

[14:35]. DA: We don't need to go through all this grief. We should postpone it; and we do need the opinion of counsel. So if GG consents to do that, we can simply vote the postponement and move on.

[13:57]. GG: We'll have our council prepare a written summary of all the step the board needs to take ...

[Arch. 2, 09:50]. Final vote to postpone DA's motion: PASSED 8-7.

Yes: LD, BL, TR, LW, MW, BR, EB, DA.

No: Lydia, RLF, AL, SR, WS, Rip, MB

A: DW, CH

Arch. 3, 48:40. DA resumes chair.

[Arch. 3, 47:32]. Personnel Cmte Report. Lydia: 55 evaluations were received. 2 evaluations were received a day late. May they be included in the general tabulation, or must they be tabulated separately? If there is an objection, the 2 will be tabulated separately.

[Arch 3, 40:42. extend time 10”. John Crigler now on call]

[38:23] WS: Objects.

Lydia: Then they will be tabulated separately.

[Arch. 3, 35:52] Racism/Sexism Investigation Cmte. Report. LD: Will be meeting Friday 3/30, at 8:00pm...

DW: He put out some questions a couple of months ago. 1) How will people in the various signal areas know that they can contact cmte? 2) Will there be a limit as to how far back incidents can go? 3) How do you plan to accumulate the evidence you need?

LD: Very good questions. Have not had many meetings so far, don't have these answers at this point. Asked that DW write his Qs and give to cmte.

WS: Will the 3/30 meeting be streamed? Yes.

[Arch.3, 25:11]. BL MOTION #1 (for public session):
Resolved that the Executive Director shall arrange at the appropriate time for Pacifica to file an amicus brief and/or other form of intervention with parties that are challenging the FCC's "indecency" and/or "profanity" policies, in which Pacifica would also challenge the arbitrary and unduly restrictive nature of FCC policy and rulings on these matters. The ED shall notify the PNB prior to filing such briefs.
[Note: amendments passed below are shown in italics]

Discussion. John Crigler spoke of 2 pending challenges, too late now to file amicus briefs. There is a batch of radio cases which FCC has been holding, which may be released after the TV cases settled; motion may be premature at this point. Gives background information on “offensive” language.

BL: amendment. After “shall arrange”, insert :at the appropriate time”.

Sarv: Amendment to insert “the ED shall notify the PNB prior to filing such briefs”

[Arch: 3, 00:48]. BL amendment PASSED without objection.

Sarv's amendment PASSED without objection.

Motion as amended PASSED without objection.

Public Session adjourned at 11:11pm.

Minutes submitted by Mary Berg, secretary

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Appendix 1. Proposed Agenda, as amended:

1) Approval of agenda (10 min)

2) ED Report (20 min)

3) Coordinating Cmte Report (10 min)

- note: the CC did not have the opportunity to meet prior to this meeting, and so will not have a report at this time. i will be recommending that we schedule an adjourned meeting of the PNB to Friday

April 5 to consider the CC report, which will include issues re: the strategic planning session at the DC PNB meeting, as well as, possibly, issues related to the Digital Distribution Development (3D) project.

4) Finance Cmte Report (15 min)

5) Personnel Cmte Report - public portion (35 min) Lydia: only need 5”.

6) Unfinished Business

7) New Business (30 min total)

- note: rather than allot time to the items below in this proposed agenda, Chair recommended we agree to allot the 30 min equally to all items that remain after the sponsoring director(s) has/have the opportunity to indicate whether they wish to have the items listed below considered at this meeting:

- Byrd motion regarding consultation/communication of PNB directors requesting inspections at stations other than their local station with PNB directors from the local station.

Arch. 1, 45:27. AB: Defer until April meeting.

- Consideration of legal counsel participation in PNB in-person meetings.

BL: Defer until April. DA: CC will include this in its report, following its upcoming meeting.

• Motion on protocol for resignations (Brazon): Lydia: This will be considered by GovCom at meeting 3/29.

• Motion on protocol for resignations (Brazon): Lydia: This will be considered by GovCom at meeting 3/29.

- Lederer (USOC) motion on Policy and staff training on FCC rules re "indecency". BL: suggests 15”. Will be different aspect, possible legal intervention.

- Affiliate director election process for 2008. DA: Asked that this be taken up by GovCom.

- LSB compliance with LSB Roles and Responsibilities. DA: Asks that this be taken up by GovCom

Lydia: Since she's the convener, send both to her.

LD: Asks to report out from Racism/Sexism Investigation Cmte. No action needed. 5”

DW: Has Q. Extend 15” LD 2nds. Without objection.

DA: In CC section, would like to discuss scheduling of an adjourned meeting with CC.

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APPENDIX 2: NFC REPORT.

PACIFICA FOUNDATION

NATIONAL FINANACE COMMITTEE REPORT

March 23, 2007

The National Finance Committee met February 15, March 1 and March 22, 2007. We met as a group by teleconference and scheduled the next meeting for Monday April 9, 2007.

The Finance Committee monitored financial activities as reported by the CFO including January year-to-date financials and quarter ending headcount for the Foundation. Officers were elected. The members of the Committee follow:

1. LaVarn Williams, PNB Treasurer and Chair, KPFA

2. Terry Goodman, LSB Treasurer and Secretary, KPFK

3. Dave Adelson, KPFK Director

4. Baruti Bediako, LSB Treasurer, WBAI

5. Brian Edwards-Tiekert, LSB Treasurer, KPFA

6. Jane Gatewood, LSB Treasurer, WPFW

7. Lonnie Hicks, CFO

8. Thomas Ruffin, WPFW Director

9. Sandra Rawline, KPFT Director

10. Berthold Reimers, WBAI Director

11. Bob Sanborn, KPFT LSB Treasurer

The following major areas are presented for your consideration:.

1. Motions for consideration by PNB

2. Motions for future consideration by PNB

3. Motions for consideration by NFC

4. PROPOSED GOALS/OBJECTIONS FOR 2007

I. Motions for consideration by PNB

Resolved: That the financial impact statement shall indicate that the $15,000 funds to be expended shall be assigned to the consultant line item in the National Office Budget, and that the range of possible impact on the bottom line shall indicate a maximum change in the
bottom line of $15,000, with a note that the change will likely be less.

Resolved: The PNB Finance Committee has reviewed the CFO's financial impact summary for the DDD project (as amended) and finds the project financially feasible and the impact summary reasonable, but recommends that the PNB carefully ensure compliance with the self-dealing provisions of the California Corporations Code and IRS Tax Codes pertaining to determination of status as an employee versus a contractor. The National Financial Committee is not reviewing or commenting upon the merits of any particular person doing this work

II. Motions for future consideration by PNB

The PNB approves the process that in addition to existing provisions for contract review and approval, that the Coordinating Committee review all proposed legal settlements, in consultation with the General Counsel.

Motion approved without objection January 10, 2007.

III Motions for consideration by NFC

Whereas, the National Finance Committee with the Chief Financial Officer has the responsibility to review and recommend the annual budget for board approval, the NFC proposes that meetings with Operations shall commence at each in-person PNB meeting to review the budgeting process and the initiatives that Operations and Finance are exploring and the Operations group is implementing in the current fiscal year and plan for future years.

 

IV. PRELIMINARY PROPOSED GOALS/OBJECTIONS FOR 2007

Finance / Planning Models

Develop an 18 month budget planning outline that allows a forward look at critical cash flow needs of the first quarter of the upcoming fiscal year.(30 days)

Identify the long-term impact of existing salary models within the network and explore options including analyses of productivity. (120 days)

Financial Reporting, Oversight, and Policies

Review and approve a network-wide financial policies and procedures manual. (45 days)

Work with CFO to increase Timeliness, Clarity, and Consistency of financial reporting including, but not limited to:

Review and approve a standard network-wide chart of accounts. (45 days)

Implement quarterly headcount as approved by the PNB.

Implement a Foundation wide signature authorization level for bank and investment accounts, expenses, capital, and headcount.

Review and approve budgets for all network units in a timely fashion. (Ongoing, beginning now, with completion by Aug 30^th – 180 days)

Review and approve a PNB meeting expense policy. Policy to include Director Responsibility for the additional expenses of late reservations, early arrivals, extra stays, and long distance phone calls billed to hotel rooms. (90 days)

Review and approve a policy to guide investment of restricted endowment funds and cash surpluses. (120 days)

ONGOING PROJECTS

As of March 1, 2007

PNB meeting Expenses

CFO to report on expenditures for last 5 PNB meetings and each future meeting including: transportation (including airfare), hotel lodging and meeting rooms, food and miscellaneous, and estimate of national staff time spent in support of these meetings.

National Office, LSB’s and Station management: Work to reduce annual meeting cost by 10%, with half of any achieved local savings being devoted to increasing the outreach budgets of stations that meet their portion of this goal. 

Legal Expenses

CFO to prepare monthly report on legal expenses including forecast / trends over prior years;

NFC to prepare summary of already adopted motions related to legal expenses and procedures.

Consider need for PNB to approve major Foundation legal settlements

New Partners Initiative

(ED and CFO) identify funds in National Office budget to explore outreach with potential new partners for the Pacifica network and propose RFP process for disbursal of these funds.

(ED and CFO) identify creative sources within network and in community at-large that expand the Mission  and have potential to develop additional revenue streams.

Archive Restoration Project

Work with Archives Committee to generate off-air fundraising as a revision to the PNB approved motion authorizing income transfers from the stations whose source of funds is primarily on-air fundraising.