2007-04-06 Approved Minutes for PNB Public Teleconference Meeting

Approved Minutes

Submitted by Msry Berg, secretary

PNB Teleconference Meeting

Friday, April 6, 2007

8:00 pm Eastern Time

Public Session convened at 8:20pm ET (All tiimes ET unless otherwise noted).

Note: the meeting included a public and an executive session. The executive session FOLLOWED the public session.

Present for all or part of public session: Dave Adelson (DA), Mary Berg (MB), Acie Byrd (AB), Lydia Brazon (Lydia), Lisa Davis (LD), Chandra Hauptman (CH), Ray LaForest (RLF), Bob Lederer (BL), Sarv Randhawa (Sarv), Sandra Rawline (SR), Rob Robinson (RR), Thomas Ruffin (TR), Wendy Schroell (WS), Lori Taguma, Don White (DW), Lavarn Williams (LW), Michael Woodson (MW); Greg Guma, ED (GG); Lonnie Hicks, CFO (LH).

Absent: Evelyn Bethune (EB), Ambrose Lane (AL), Margaret Prescod (MP), Berthold Reimers (BR), Rip Robbins (Rip).

Approval of Agenda: MB moved to adopt the agenda. 2^Nd by RR.

[Note: Agenda is shown in Appendix 1, below.]

[8:28pm] Agenda approved as amended.

DA passed chair to Sarv, so as to present PNB CC Report [see Appendix 2].

[8:29 pm] PNB Meeting Planning: DA read the four motions; discussion ensued.

[8:52 pm] MB moved to adopt the four motions. 2^nd by BL. Passed without objection.

[8:58] DA: Next item is Digital Distribution Development (D3) contract recommendation. The ED has proposed entering into a contract, and the board needs

BL: Point of Information (POI). What motion are we discussing? Has not seen a motion.

Lydia moved that the board adopt the ED's recommendation regarding the D3 contract.

MB: Point of Order (POO). Feels this motion is out of of order (OOO) at this time. We are considering the conflict of interest issue, not that we recommend entering into a contract.

9:04 Sarv ruled the motion OOO. Discussion ensued.

Vote to uphold the ruling of the Chair: FAILED 5-8.

Yes: MB, LW, RLF, MW, TR.

No: DA, Lydia, DW, BL, AB, SR, WS, CH.

A: LD, LT.

[9:18] DA made substitute motion that the board find the contract is in the interest of the Foundation and should be enterd into, notwithstanding the conflict of interest. 2^nd.

Public Session adjourned at 11:26 pm.

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Appendix 1. Proposed Agenda, adopted without objection:

1) Roll call and approval of agenda (10 min)

2) Coordinating Committee Report [Note: Full text of the report is given in Appendix 2, below]:

PNB meeting planning (30 min)

D3 project recommendation (30 min)

• Deliberation on conflict of interest related to D3 project proposal (some portions of this deliberation may be conducted in exec. session if necessary to comply with Article 13 Section 3 of the bylaws, as reprinted below)

3) FCC indecency resolution (30 min)

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Article 13 SECTION 3. DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES

An Interested Person must disclose in writing all material facts related to an actual or potential Conflict of Interest to the Board and/or the members of a committee considering a proposed contract or transaction to which the Conflict of Interest relates. If a contract or transaction is not being considered by the Board or a committee, the required disclosure must be made to the Board Chairperson. Until a Conflict of Interest has been voted upon by the Board in accordance with this Section 3, an Interested Person shall refrain from any action that might affect the Foundation's participation, or that of any of its radio stations, in any contract or transaction affected by a Conflict of Interest.

After disclosure of the Conflict of Interest and all material facts, and after the Interested Person responds to any questions that the Board may have regarding the Conflict of Interest, the Board shall discuss the matter, outside the Interested Party's presence, and vote on the contract or transaction in question. If the Interested Person is a Director, s/he may not vote on the contract or transaction to which the Conflict of Interest relates, but may be counted in determining the presence of a quorum for purposes of the vote.

The Board shall determine by a majority vote of the disinterested Directors whether a Conflict of Interest exists and, if so, whether it is in the Foundation's (or a Foundation radio station's) best interest

to nonetheless enter into the contract or transaction. If appropriate, the Board Chairperson may appoint a disinterested person or committee to investigate alternatives to a proposed contract or transaction. In order to approve the contract or transaction, the Board must in good faith after reasonable investigation make the following determinations:

(A) that the contract or transaction is for the benefit of the Foundation; and

(B) that the contract or transaction is fair and reasonable; and

(C) that the Foundation is not likely to obtain a more advantageous arrangement with reasonable effort under the circumstances.

The minutes of the Board or committee meeting shall reflect: (D) that the Conflict of Interest was disclosed; (E) the Board or committee's decision regarding the Conflict of Interest, including a statement that the Interested Person was not present during the final discussion and vote; and (F) that the Interested Person abstained from voting.

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Appendix 2: PNB Coordinating Committee Report:

Motions passed by the PNB COORDINATING COMMITTEE
at its Friday 4/1/07 Teleconference.

Motion: Schedule a 2-hour executive session for Friday morning for evaluation of ED, plus 1 hour Sunday morning if needed.

Motion: (as amended to allow for Brian DeShazor archives report, which must happen before 5:00pm Friday): proposes 3-4 hours on Friday for report-back from programming summit, and board discussion and concrete implementation.

Motion: 2-hour discussion with our management re: implementation of Lane’s motion (made at previous meeting) regarding establishing an internet presence.

Motion: that the chair send the CC a draft agenda incorporating CC discussion and motions, plus the usual items, which the PNB can consider on 4/6.

note: the CC did not develop a motion on the digital distribution project, instead opting to pass the question to the full board.