2008-03-20 PNB Minutes Public Teleconference

 

Proposed Agenda:

1. Call to order
Roll Call
Appointment of timekeeper
Approval of agenda
Approval of minutes (10 mins total)

2. ED report/briefing/conversation (90 mins total)
  a. Report from Houston staff meeting (20 mins)
  b. NFC report/Financial situation (20 mins)
  c. Conversation about contract (20 mins)
  d. Five stations briefing (30 mins)

3. Coordinating Committee report (20 mins total)
  a. Directors Inspections scheduling protocol
  b. Recording executive sessions motion
  c. Anti-racism training recommendation

4. Committee to Investigate recommendation on Anti-Racism training (10 mins)
5. Motion from Directors on unauthorized recording of staff (20 mins)

6. Adjourn (Grand total: 2 hrs, 30 mins)

 

[57:20] Approval of Agenda.

NB: Add her motion submitted 2/14/08. 54:08 SG: add after approval of agenda.

BS: Add report on Pacifica elections. Added after station reports.

MB: Strike approval of minutes, as there have been no public teleconference meetings this year.

LD: Fold the motion from Committee to Investigate Racism & Sexism into CC motions, move it to "a".

SG: Make it 3-I, after CC report.

 

8:52 [a49:10] Agenda as amended (approved without objection):

 

Call to order
Roll Call
Appointment of timekeeper - BS

Approval of agenda
Approval of minutes (10 mins total)

1. NB Motion on Time Limit of Meetings (10 mins)

2. ED report/briefing/conversation (90 mins total)
  a. Report from Houston staff meeting (20 mins)
  b. NFC Report/ Discussion of financial situation (20 mins)
  c. Conversation about contract (20 mins)
  d. Five stations briefing (30 mins)
d-I. status of elections

3. Coordinating Committee report (20 mins total for CC motions)

3-I: Committee to Investigate recommendation on Anti-Racism training (10 mins)
  a. CC Motion re Directors Inspections scheduling protocol
  b. CC Motion re Recording executive sessions

4. Motion from Directors on unauthorized recording of staff (20 mins)

5. Adjourn (Grand total: 2 hrs, 30 mins)

 

8:54.[a-48:12] ED report/briefing/conversation: NS.

9:20 [22:40] NB Motion on Time Limit. 2^nd. NB motivates her motion. Discussion. BS: proposes 2" each. Agreed without objection.

9:26 [a14:41-a12:03] Vote on Time Limit Motion. Passed 13Y-5N, 1A.
Y: NB, AB, LD, AL, BL, MM, MP, Sarv, RR, BS, LT, JVA, YY.
N: GA, EB, CB, WS, JW.
A: TR.

 

9:30 ED Report (conclusion).

 

9:36. [a7:40] NFC report:. MM (NFC chair).

 

[a3:12] NFC passed motion to recommend that the summer in-person meetings be eliminated, cutting the in-person meetings from 4 to 3.
9:56 [b45:22] Discussion of short-term goal and long-term recovery plan.
9:58 Sarv. Extend 10" Agreed without objection.

 

10:22.[1b9:00] BL proposed 3-part amendment:
1) Direct NO to investigate the possibility of planning September meeting in August.

2) Direct NFC to set caps for each meeting.

3) Direct Tech Committee to investigate possibility of video, audio, possibly talk to each other remotely via webcasts [Note: full text is in Appendix 2, below]. Discussion.

10:59 [c41.40]. Vote on 1^st part. Passed 15Y, 2N, 2A.

Y: NB, EB, AB, LD, AL, BL, MM, MP, Sarv, RR, TR, WS, BS, LT, JVA.
N: GA, CB.
A: GR, YY.

11:04. Vote on 2^nd part. Passed without objection.

11:08 Vote on 3^rd part. Passed without objection.

 

[c32:55] NFC Motion: [audio c32:35. Mike Martin last reading] Provisional and/or contingent upon the vetting by legal counsel on whether it's a legal motion or not, and counsel to the PNB on that matter, pursuant to Article 5, Section e 3, that the PNB vote to eliminate the summer meeting as a cost-saving measure.

[c31:50] DS legal opinion on the motion, as was requested: "It appears to me that Art 6, section 1, is clear and explicit. And that the requirement is not subject to an interpretation which would negate it." The question he had was that if, regardless of the bylaws, the PNB were to adopt a resolution indicating a financial crisis and cancelling or suspending 1 or more of the meetings that are scheduled for this year, what might happen if someone were to bring a lawsuit? "And my best legal advice is that nothing would happen. It would be rather difficult, I think, for anyone to go into a court and persuade a judge that their interest in having the meeting would be sufficiently strong to overcome the PNB's decision based upon finding of financial emergency. And I think that's really the best you could do if you chose to do it and to assume that risk. I also want to point out that Art. 6, Sect 3 appears to contain a limitation on the board's authority to hold regular meeting by electronic communications equipment. So if the thought is that we need to amend the bylaws to reduce the number of meetings, I think that you would also need an amendment in order to have telephonic or video screen meetings. "

[c29:45] MM : based upon that opinion moves adoption.   2^nd.

11:12. [c29:15] WS moves to postpone till the April in-person meeting. . YY 2^nd .
Sarv. POI. In a case like this, would burden shift to PF to prove that we in fact had a financial crisis?
DS: "If the justification was financial exigency, or even emergency, yes, we would have to establish that, and demonstrate that there was a --- that this wasn't just a glib statement. In other words, If there was a court case we would have to prepare a declaration for LH and MM to sign, going onto some detail about the financial problems and explaining the efforts that we were making in order to keep ourselves solvent.

11:18. BL moved to establish a working group to develop proposed bylaws amendments concerning the dates of PNB

in-person meetings and the status of electronic meetings.   2^nd.

 

11:23. Vote on motion to postpone. Passed 12y-6n.
Y: GA, CB, AL, BL, MP, Sarv, GR, TR, WS, JVA, JW, YY.
N: NB, EB, MM, RR, BS, LT.

 

11:27. Vote on motion to establish a working group. Passed without objection. Group to consist of YY,BL, MB. The group agreed to report back to the PNB via email within 10 days.

11:43. BL. Moved to amend agenda to go immediately to the anti-racism training motion. Passed without objection, except for WS.

WS: motivates her objection.

11:47 LD report on facilitators for ant-racism training, and best time. Friday 5 hrs, 1;00-6:00.

[d12:51] Motion on anti-racism training passed 15Y - 3N.

Y: GA, NB, EB, AB, LD, AL, BL, MP, Sarv, GR, RR, TR, BS, JVA, YY.

N: CB, WS, JW.

12:07. BL moved to ask the chair to fix a time to which to adjourn the meeting. Passed 8Y, 6N, 1A.

Y: NB, EB, AB, LD, BL, Sarv, BS, JVA.

N: CB, GR, TR, WS, JW, YY.

A: AL.

12:25pm. Meeting adjourned.

APPENDIX I: Proposed Meeting Agenda, including Proposed Times:

1. Call to order
Roll Call
Appointment of timekeeper
Approval of agenda
Approval of minutes (10 mins total)

2. ED report/briefing/conversation (90 mins total)
  a. Report from Houston staff meeting (20 mins)
  b. NFC report/Financial situation (20 mins)
  c. Conversation about contract (20 mins)
  d. Five stations briefing (30 mins)

3. Coordinating Committee report (20 mins total)
  a. Directors Inspections scheduling protocol
  b. Recording executive sessions motion
  c. Anti-racism training recommendation

4. Committee to Investigate recommendation on Anti-Racism training (10 mins)

5. Motion from Directors on unauthorized recording of staff (20 mins)

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APPENDIX II: FULL TEXT OF MOTIONS AND REPORTS PRESENTED:

A. Motions to be Considered:

1. Nia Bediako Motion on Time Limits of PNB Teleconference Sessions: Effective immediately, the PNB establishes a special rule of order that all meetings held via teleconference of the PNB, PNB committees (except LSBs) and PNB Task Forces, shall be limited to a maximum of 3 hours, or an ending time of midnight EST, whichever comes first. If an executive session and a public session are held on the same day, this rule will apply to the combination of both sessions. (per email sent to PNB 3/14/08) Passed 13Y - 5N - 1 A.

2. Coordinating Cmte Motion on Directors Inspections scheduling protocol: To ensure that inspections by Directors exercising their rights (under California Corporate Code 6334, 8334, 9513, and according to Bylaws Article 12, Section 3) are facilitated at times which are reasonable, Directors will provide advance notice to the Executive Director and/or the Chair of the Pacifica National Board, whenever any such inspections are to be carried out, who will then schedule within one week of demand for inspection (except during fund drive) with the GM or CFO or designate to provide 2 or 3 dates and times for inspection, with inspections generally limited to 2 or 3 hours. The Coordinating Committee will review the status of fulfillment of any such demands for inspection at the meeting that follows the inspection, and will then make a report in writing to the PNB.

2- A: Carolyn Birden Amendment to the motion: As part of this restriction on the absolute rights of directors, the Pacifica National Board agrees to indemnify directors for any suits brought against them for breach of fiduciary duty, and to assume all costs of any legal proceedings brought against them in such matters.

The names and votes of each director voting on the original motion and any amendments to this motion shall be recorded in the public minutes of this meeting. (per email sent to PNB 3/19/08). Postponed till resumption of adjourned meeting.

3. Coordinating Cmte Motion on Recording executive sessions: That PNB executive session meetings be recorded; that access to the recordings be restricted to the secretary only; and that that upon approval of the minutes of executive session meetings, the recordings of those meetings will be destroyed. Postponed till resumption of adjourned meeting.

4. Coordinating Cmte Motion on Anti-Racism Training: To include an anti-racism training session in some portion of the Houston PNB agenda. Motion for 5-hour training on Friday passed 15Y-3N.

5. Motion from Directors on Unauthorized Recording of Staff: 1) The Pacifica National Board condemns the act of board members recording phone conversations with Pacifica employees without their knowledge and consent. 2) It shall be policy of the PNB that no PNB directors (or their agents in director's inspections), LSB members or LSB committee members shall engage in electronic recording of conversations, whether in person or via telephone, with any Pacifica staff member, paid or unpaid, or with any other PNB director (or their agents in director's inspections), LSB member, or LSB committee member, without their knowledge and consent, with the exception of public meetings of any Pacifica governance body. Postponed till continuation of meeting.

6-A Bob Lederer amendment to MM's NFC motion: Proposed amendment:

1) The PNB directs the National Office to investigate the feasibility of holding the September PNB meeting in August as a means of saving money on food and lodging and report back to the PNB by its May meeting. Passed \15Y, 2N, 2A.

2) The PNB directs the Finance Committee to investigate and develop a cost-savings proposal for economizing on the costs of PNB meetings, including transportation, lodging and food. This should include exploring the possibility of caps on particular expenses. The committee should report back to the PNB by its June meeting. Passed without objection.

3) The PNB directs the Technology Committee to explore the financial and technical feasibility of video, audio, and/or web-based conferencing of PNB meetings and report back to the PNB by its June meeting. Passed without objection.

7. Bob Lederer motion: To establish a working group to develop proposed bylaws amendments concerning the dates of PNB in-person meetings and the status of electronic meetings. Adopted without objection.

(Agreed to report back to the PNB via email within 10 days.)

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B: Reports.

1. Coordinating Committee Report:

The Coordinating Committee of the Pacifica National Board met on February 28, 2008 and again on March 13, 2008.

Members present on Feb 28 were Mary Berg , PNB Sec'y, Sherry Gendelman, PNB Chair, Lonnie Hicks, CFO, Bob Lederer, Efia Nwangaza, Sarv Randhawa, Wendy Schroell, Dan Siegel, iED, Jack VanAken, Chair Pro-Tem. Ambrose Lane was absent.

The committee approved the following resolution on a scheduling protocol for Directors' Inspections to be presented to the PNB:

To ensure that inspections by Directors exercising their rights (under California Corporate Code 6334, 8334, 9513, and according to Bylaws Article 12, Section 3) are facilitated at times which are reasonable, Directors will provide advance notice to the Executive Director and/or the Chair of the Pacifica National Board, whenever any such inspections are to be carried out, who will then schedule within one week of demand for inspection (except during fund drive) with the GM or CFO or designate to provide 2 or 3 dates and times for inspection, with inspections generally limited to 2 or 3 hours. The Coordinating Committee will review the status of fulfillment of any such demands for inspection at the meeting that follows the inspection, and will then make a report in writing to the PNB. Motion passed 7Y - 1N.

The committee also approved a resolution to bring to the PNB that would permit closed sessions of the PNB and PNB committees to be recorded for use by the secretary only:

That PNB executive session meetings be recorded; that access to the recordings be restricted to the secretary only; and that that upon approval of the minutes of executive session meetings, the recordings of those meetings will be destroyed. Passed 6Y - 3N.

Members present on March 13 were Mary Berg , PNB Sec'y, Sherry Gendelman, PNB Chair, Lonnie Hicks, CFO, Bob Lederer, Efia Nwangaza, Sarv Randhawa, Wendy Schroell, Ambrose Lane, Jack VanAken, Chair Pro-Tem. Nicole Sawaya, ED, was absent.

The committee voted to recommend inclusion of anti-racism training in some portion of the Houston PNB agenda. Passed 6Y, 2N

Note. An amendment to add the words "if financially feasible" failed. 2Y, 5N

The Coordinating Committee will meet next on Wednesday, April 2, 2008 at 8:30 p.m. EST.

-submitted by Jack VanAken, Chair Pro-Tem