Motions at teleconfs from Oct 07 thru 1/20/08

Properly deemed "Confidential information" is information that is disclosed in confidence and deemed confidential by the Pacifica National Board or a Local Station Board or a committee and may include, but is not limited to the following:

1. Certain limited information concerning potential or actual litigation against the Pacifica Foundation and/or any of its officers, board members, or employees.

2. Certain limited information concerning employees of the Pacifica Foundation, unless the employee(s) agrees that such information may be disclosed.

3. Certain limited information regarding the sale or purchase of Pacifica property.

4. Certain limited financial information regarding the Pacifica Foundation.

5. Information disclosed during a closed session of any Pacifica Foundation board or committee.

I agree that I will not disclose to anyone, other than an attorney for the Pacifica Foundation (or my own attorney, provided that my attorney agrees to maintain the confidentiality of this information) any confidential information regarding the Pacifica Foundation. This does not preclude Local Station Board members from sharing confidential information provided to the LSB with other LSB members, whether or not those LSB members were present at any given executive session. Similarly, Pacifica National Board members are not precluded from sharing confidential information with other PNB members, although PNB members shall not share any information from PNB executive sessions with their LSBs without explicit PNB approval. I acknowledge that if I fail to carry out this commitment, I may be subject to removal from Pacifica boards and committees on which I sit or other penalties. I may also be subject to suit by the Foundation or by any person whose rights are violated by the improper disclosure of confidential information.

I acknowledge that a decision to make confidential information public must be made by a vote of the board or committee in which the information was discussed and that no individual has the authority to make that decision.

Dated: _____________________

_________________________________________

Signature

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NO VEM BER 1, 2007:

I. Motion by Byrd: Discriminatory Delegate Candidate Statements. Passed 8Y-2N, 3A.

1. The Pacifica National Board (PNB) declares that it is contrary to the Pacifica mission and the Foundation's policy forbidding discrimination, and shall not be allowed, for any Delegate candidate to use Pacifica resources to distribute discriminatory statements on the basis of race, nationality, ethnicity, gender, sexual orientation, gender identity, ability/disability, or age, as part of any written or oral election-related statements.

2. The PNB charges the Committee to Investigate Allegations of Racism and Sexism with developing recommendations to the PNB for a mechanism to administer and enforce the above-stated policy, and also supports the existing work of the Committee to develop a plan for anti-racism training throughout the network.

3. The PNB condemns the racist characterizations in the candidate statement of WBAI Delegate candidate Albert Solomon, who has since been disqualified, as discriminatory against people of African ancestry and contrary to the Pacifica mission.

4. The PNB urges the National Election Supervisor to arrange that:

a) an on-air statement noting Mr. Solomon's disqualification and summarizing this motion be aired on WBAI with the same frequency as the candidate carts;

b) a mailing be sent to all WBAI members with the text of this motion and an explanatory note;

c) the original candidate statement of Albert Solomon be restored to the Pacifica website so that all are clear on the offensiveness of his words, alongside the text of this motion; and

d) the text of this motion be published prominently on the pacifica.org/elections webpage and on the webpage with the WBAI Listener Candidates.

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II. Motion by Prescod: Equal Access to LSB Elections. Hauptman motion to refer to PNB Elections Cmte passed.

1.Whereas the Pacifica National Board reaffirms its commitment to free and fair Local Station Board elections;

2.Whereas the intent of the Pacifica National Board and the Pacifica Election Bylaws is to protect the right to equal access for all candidates;

3.Whereas the right, process, procedures, cost or timeline to distribute a mailer to the entire membership of local signal areas has not been communicated to all candidates running for local station board elections;

4.Whereas the spending of large sums of money in Pacifica campaigns runs counter to the noncommercial nature of the Pacifica Radio Network while underscoring the discriminatory nature of campaign financing so prevalent and objectionable in mainstream elections;

5.Whereas the Pacifica National Board is deeply concerned about the resulting unequal access of individual candidates and/or slates that have the financial backing to pay for mailers to be sent to all local station members;

6.Whereas allowing expensive mailers is discriminatory, in particular but not only to women and people of color who have the least resources as well as to those interested in running as independents;

7.Whereas such mailers have been abused in at least one signal area and used as a fund-raiser for a private entity;

8.Whereas there is a lack of protection of Pacifica of such abuse; including the abuse of employer and/or corporate money being used to cover the cost of such mailers that could lead Pacifica open to takeovers of Local Station Boards by those with financial backing;

1. Be it resolved that the Pacifica National Board must do everything it can to get money out of its election process so that those most economically disadvantaged are not discouraged from participating in the process.

2. Be it resolved that the Pacifica National Board form a Special Task Force including membership of the campaign reform sub committee of the PNB elections committee, to revise the election rules to assure that those most economically disadvantaged are not discouraged from participating in the process.

3. Be it further resolved that the Pacifica National Board develops guidelines for the use of local station membership lists that are in accordance with State and Federal Law as well as the bylaws of Pacifica and that these guidelines must be in place 6 months prior to the next Local Station Board election

4. Be it further resolved that steps be taken immediately to remedy the unequal access that has occurred at KPFK and any other Pacifica stations, including if needed the extension of the election period, and that these steps have minimal financial impact o KPFK or any other affected station.

5. Be it further resolved that the Pacifica Elections Committee, the Pacifica Elections Supervisor, with consultation with Pacifica’s legal counsel, the General Manager (or Interim General Manager), and the Pacifica Directors (a defacto remediation taskforce) from the impacted signal area develop a timely plan for remediation within one week of passage of this motion to be implemented immediately thereafter;

6. Be it further resolved that the Pacifica Elections Supervisor will have the authority to rule on whether or not remediation measures proposed are acceptable and meet the concerns of the Pacifica Board as well as the legal obligations of Pacifica.

Notes:

Such remediation could include but not be limited to an email going to membership and/or on air announcements using language developed by the remediation task force. PNB members may also have some other immediate remediation proposals.

Re longer term solutions: there are numerous examples in organized labor that have addressed this problem by doing such mailers for all candidates for a nominal fee, which is considered part of the cost of the election. Others have addressed it by having candidates sign a statement that they will agree not to spend money on mailers in exchange for equal access in newsletters and other venues. Please note at least in union elections, it is illegal for employers to contribute to union elections or for candidates to accept employer money in any variety.

Note that candidates must disavow the efforts of any independent Non-Governmental Organization who sends such mailers endorsing individual candidates and/or slates.

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NOVEMBER 18, 2007:

Motion by Davis: Process for staff cuts by WBAI iGM. Motion by Lederer to refer to ED and CFO passed.

Whereas the PNB motion passed on September 29, 2007 concerning the WBAI budget included the following stipulations:

a) Any salary cuts shall apply equally to all employees.

b) Any salary cuts, staff cuts or restructuring at WBAI shall not be implemented without consulting the paid and unpaid staff and unions and shall be consistent with union contracts.

and

Whereas the WBAI Interim General Manager has reported to the WBAI Finance Committee that the salary reductions he has implemented exempt employees who have not received increases in the past two years, and that he has not consulted with the unpaid staff union on this matter, and

Whereas AFTRA, the union representing the WBAI paid staff, has filed a grievance concerning those salary reductions,

Therefore be it resolved, that the PNB requests that the Executive Director:

1. direct the WBAI Interim General Manager to comply with the PNB's Sept. 29 motion concerning a) the equal application of salary cuts to all employees and b) consultation with the unpaid staff union, and

2. fast-track the review of the AFTRA grievance on this issue with the intent to make any required salary adjustments before the next pay date, and

3. provide the PNB with a written report of the steps taken pursuant to this motion by November 28, 2007.

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NOVEMBER 30, 2007:

Motion: to announce that applications for PNB Affiliate Director will be closed 12/15/07. Passed without objection.

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DECEMBER 19, 2007.

Motion by Randhawa: to adopt a special rule of order for election of Affiliate Directors via STV balloting to take place.

Ballots will be collected by two STV ballot takers by email., waives confidentiality for people takers/ trackers.

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JANUARY 4, 2008.

I. Motion by Lederer: on annual LSB elections of directors. Passed without objection.

Whereas Article 7, Section 6B of the Pacifica Bylaws states, "There shall be a meeting of the LSB in December each year to seat newly elected Delegates and to elect LSB officers, and in early January to elect Director(s)."

Resolved, that:

1. The Pacifica National Board determines that the annual election of Directors by the Delegates from each of the five local stations shall occur during any LSB or Delegates meeting held between January 1 and January 15, unless the Pacifica National Board grants a waiver due to exigent circumstances beyond the control of a particular LSB.

2. If the National Elections Supervisor has determined that the results of a particular signal area's Delegate election will not be certified by January 15, but that he or she intends to certify those results before the January in-person meeting of the Pacifica National Board, the Pacifica National Board may approve a waiver of the above-listed bylaws section to permit that LSB or Delegates meeting to hold its Directors election after that certification and before the convening of the PNB meeting.

3. If the results of the Delegates election in any signal area have not been certified at the time of that station area's election of Directors, those Directors shall only serve on an interim basis until the certification has occurred. As soon as feasible after the certification, the LSB or Delegates shall convene a meeting to hold elections for Directors for the remainder of the term.

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II. Motion by Brazon: Resolved that prior to adjournment of any executive session, the PNB shall determine which items, if any, are to be reported out. PASSED without objection. Chair rules this is a standing order.

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III. Motion by Brazon (her Motion 1) as amended:

Resolved that it shall be a policy of the PNB that any information deemed confidential in executive session shall not be shared with any persons who are not LSB members, including any committees including the LSB's, without prior authorization by the PNB.

AB amendment: insert “any committees having non-LSB members”

(NOTE by sec'y: have not yet been able to get language from audio. From my tally sheet, it appears passed 9Y-6N, so am including it in this premininary 1^st-draft list).

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IV. Final Language of MOTION by Margaret Prescod as amended, passed by the PNB without objection.

In a process of structural, governance, management and other improvements with the aim of establishing a more effective manageable and workable organization, the board will undertake efforts to direct necessary and appropriate changes in both the short and long term for the purpose of the institution's solvency, and effectiveness, and will facilitate our joint efforts to promote the strength of the Pacifica Mission. The Pacifica National Board will:

1. Request the ED and the Chair of PNB to take responsibility to ensure that a compilation of existing Pacifica policies and procedures that impact the on-going work of the Foundation is distributed to all staff, LSB and PNB members.

2. In addition to those identified in the Pacifica Bylaws, the appropriate PNB committees should work with the ED as appropriate to clarify and/or establish guidelines and terms for governance, management/staff interaction, decision-making, policies and procedures throughout the Pacifica Network. These guidelines should reflect the principles of transparency and accountability in all aspects of governance, management and operations as well as fiduciary responsibility and complete transparency of all finances throughout the network.

The PNB should engage in a long-term strategic planning process with the ED, Foundation management and representatives of paid & unpaid staff throughout the network to strengthen the Pacifica's financial, programmatic and technological soundness. The needs of and service to listeners and to the general public must be a guiding principle. Proposals should be presented to the PNB within 6 months of passage of this motion.

3. Establish a task force to review and update draft proposals from the PNB's Governance and other relevant Committees with the aim of establishing a code of conduct in consultation with Pacifica's HR consultant and Foundation Counsel and the ED that would include defining what conduct would be inappropriate for PNB and LSB members. A code of conduct should include inappropriate behavior including putting the Foundation, station and/or Network at legal risk and the consequences of such behavior. Proposals

should be presented to the PNB within 6 months of passage of this motion.

4. With a view to amending the Pacifica Bylaws, establish a task force with representation from: LSB's and committee members and the public in all signal areas; legal counsel; the ED; representatives of national staff and the PNB to review the Pacifica Bylaws and to make recommendations for Bylaws amendments.

Further, the task force should recommend whether implementation of the process already in place to revise the Bylaws is sufficient or whether a national Bylaws Convention, local Bylaws Conventions,and/or other mechanisms are needed. Such a process should include reviewing and updating decisions and procedures already established by an earlier committee of the PNB for a process to amend the Bylaws. The Bylaws amendment process should be complete by December 2009.

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V. Motion by Williams: Resolved, that the Pacifica Foundation will generate an RFP to consult with a nonprofit services firm to conduct an organizational audit and analysis with the expectation to provide management tools, strategies, and resources to lead Pacifica through our change in the governance structure. Other areas of the Pacifica Foundation that need direction include executive transition, planning, and boards of directors. EB 2^nd. Passed 8Y-5N, 1A

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JANUARY 13, 2007.

I. Motion by Lederer as amended by Brazon, on resolution of a tie-breaker at KPFT, passed 10Y, 3N, 4A:

Whereas, the Pacifica Bylaws require that elections for LSB staff directors be conducted by Instant Runoff Voting; and

Whereas in the 2008 election for KPFT staff director, Article 15, Section B of the Pacifica bylaws, which provides for IRV voting regarding resolution of tie votes. was not followed,

Resolved, that the result of the 2008 KPFT staff director election violated the bylaws in the method used to determine the winner, and

Further resolved, that the tiebreaker for the staff election be redone by representatives selected by each of the two candidates along with a third person selected by the two representatives and mutually agreeable to both candidates; that the tie be resolved by a coin toss or drawing of straws, in compliance with the Pacifica Bylaws; that the procedure be conducted in public; and that it be completed with one week.

Referenced section on Pacifica Bylaws:

Article 15, Section One, B.4: If no candidate achieves a majority, the "last place candidate" (defined as the candidate receiving the least number of first choice votes) is eliminated. In the case of a tie for last place, the first to be eliminated will be decided by lot.

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ii. Motion by Rob Robinson? (note from sec'y: I have a handwritten note that indicates such a motion passed without objection, and that RR was to have sent me the language. Following the loss of my files, that language is lost. I will try to reconstruct it from the audio.)

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JANUARY 20, 2008.

I. Lederer Motion on properly constituted local station boards: Passed 12Y-4N.

Whereas Pacifica's Legal Counsel, Dan Siegel, has determined that "the only way in which Pacifica can be in compliance with its bylaw requirements that a Local Station Board be comprised of 24 members and that it conduct business in accordance with Robert's Rules is to retain in office those LSB members whose terms are due to expire but whose successors have not been seated," and

Whereas Mr. Siegel's legal opinion cites the following authorities:

* Article 7, Section 1 of the Pacifica Bylaws, which states, "There shall be a standing committee of the Board of Directors for each Foundation radio station which shall be known as the Local Station Board ("LSB")." and

* Article 7, Section 2 of the Pacifica Bylaws, which states, "Each LSB shall consist of the 24 Delegates elected by the Members for that radio station - 18 Listener-Sponsor Delegates and 6 Staff Delegates." and

* Article 17 of the Pacifica Bylaws, which states, "The rules contained in Robert's Rules of Order Newly Revised, as amended from time to time, shall govern the Foundation in all cases where they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order which the Foundation may adopt." and

* Robert's Rules of Order, p. 170, l.6-7, which states, "Committee members are presumed to serve until their successors are appointed."

Therefore be it resolved that:

1. The Pacifica National Board determines that in order to be properly constituted, a meeting of a Local Station Board or an assembly of Delegates must allow for the full participation of all 24 elected Delegates, including those who are serving until their successors have been seated pursuant to a certification of the most recent Delegate election.

2. The Pacifica National Board will only recognize actions, resolutions, and election results arrived at in the above-stated manner.

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FOR REFERENCE:

Legal Opinion of Dan Siegel

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Date: Thu, 27 Dec 2007 15:56:47 EST

Subject: Status of LSB Members when replacements not yet selected

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Dear Friends,

At the request of PNB members Ray LaForest, Lisa Davis, and Bob Lederer, I am providing you with a response to the following question:

In light of the delay in the conclusion of the election for WBAI Delegates/LSB members as a result of a lawsuit brought by several members, shall the current sitting LSB members/delegates, including those elected in 2004, remain in office until their replacements have been elected and certified?

My answer is that all current WBAI Delegates/LSB members shall remain in office and carry out the responsibilities of their positions until their replacements have been seated.

My opinion is supported by the following authorities:

1. The Local Station Boards are committees of the Pacifica National Board. See, Pacifica Bylaws, ARTICLE SEVEN - LOCAL STATION BOARDS, SECTION 1. LOCAL STATION BOARDS, "There shall be a standing committee of the Board of Directors for each Foundation radio station which shall be known as the Local Station Board ("LSB")."

2. A Local Station Board shall have 24 members. See, Pacifica Bylaws, ARTICLE SEVEN - LOCAL STATION BOARDS, SECTION 2. COMPOSITION OF THE LOCAL STATION BOARDS, "Each LSB shall consist of the 24 Delegates elected by the Members for that radio station - 18 Listener-Sponsor Delegates and 6 Staff Delegates."

3. Pacifica is governed by Robert's Rules of Order. See, Pacifica Bylaws, ARTICLE SIXTEEN - PARLIAMENTARY PROCEDURE, "The rules contained in Robert's Rules of Order Newly Revised, as amended from time to time, shall govern the Foundation in all cases where they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order which the Foundation may adopt."

4. Under Robert's Rules, members of a committee shall serve until their successors are seated. See, Robert's Rules of Order, p. 170, l. 6-7, "Committee members are presumed to serve until their successors are appointed."

The conclusion required by these authorities is that the only way in which Pacifica can be in compliance with its bylaw requirements that a Local Station Board be comprised of 24 members and that it conduct business in accordance with Robert's Rules is to retain in office those LSB members whose terms are due to expire but whose successors have not been seated.

Although the California Corporations Code does not actually apply to this situation, my conclusion is consistent with the intent and spirit of the law which states, as applied to Directors (but not committee members): §5220(b): "Unless the articles or bylaws otherwise provide, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified." [Emphasis added.]

Dan Siegel

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II. Motion by Brazon:: Revised Tie Breaker to take place at KPFT

Whereas, the Pacifica Bylaws require that elections for LSB staff directors be conducted by Instant Runoff Voting; and

Whereas in the 2008 election for KPFT staff director, Article 15, Section B of the Pacifica bylaws, which provides for IRV voting regarding resolution of tie votes. was not followed,

Whereas the result of the 2008 KPFT staff director election violated the bylaws in the method used to determine the winner, and

Whereas the motion passed by the PNB was not complied within the designated time frame,

The motion passed by the PNB calls for no other resolution or action by the KPFT delegate assembly other than the tie-breaking coin toss.

In the event the Tie-breaking coin toss does not occur by Tuesday, January 22, both candidates will attend the PNB meeting where the coin toss will take place at the in-person meeting and the KPFT PNB Staff Director shall not be seated until said coin toss is completed.

This Motion is a Revision of Motion Regarding the Election of Staff Directors Passed by PNB at its Public Teleconference 1/13/08:

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