2008-03-28 PNB Minutes

Absent: Carolyn Birden (CB), Mike Martin (MM), Margaret Prescod, Thomas Ruffin (TR), Lori Taguma (LT).

[a-51:48] MB leaves call. Will take the minutes from the audio.

Proposed Agenda:

1. Call to order
Roll Call
Appointment of timekeeper [BS]
Approval of agenda [NOTE: no formal vote, but no objections were mentioned]

1. Coordinating Committee report (20 mins total)

a. Directors Inspections scheduling protocol [NOTE: taken out of sequence because DS will have to leave call early]

b. Recording executive sessions motion

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

3. Update on Elections (15) [NOTE: taken out of sequence because DS will have to leave call early]

4. Affiliates Reports (15) [NOTE: To be addressed at Houston meeting as EN had previously requested.]

5. Working group report on cancelling one meeting. (10)

SG: Who can report on status of the remaining elections? DS: me. SG asks to start with this item.

[a55:32 -40:00] Update on Elections - DS Report.

[a39:50] BL: would like to extend 5" so that BAI directors can add some pertinent information. Without objection .

Directors Inspections scheduling protocol:

[a-34:00] SG asks for comments re Director Inspection rights from DS: Reasonable to him that there be some kind of advance notice and some kind of limit on the time involved.

[NOTE: There are two motions, one from the Coordinating Committee (Appendix section A) and one from RR (Appendix section B). RR's substitute motion was taken up first.]

[a27:00] SG: Asks RR to motivate the motion.

Discussion.

[a-02:40] DS leaves call.

[b-52:11- 50:30] Vote on RR substitute motion: Passed 10Y-6N.

Y: NB, AB, LD, AL, BL, EN, Sarv, RR, BS, JVA,.
N: GA, EB, GR, WS, JW, YY.

[NOTE: No vote on main motion].

WS: Request for roll call vote.

[b-50:10] NS: Please make sure this gets to staff...

[b49:07] GR: POI. An amendment had been sent out from CB. What about CB'S amendment? NOTE: Full text is in Appendix section A]

Discussion ensued.

[b45:48] Sarv: This was an amendment to the Coordinating Committee motion, not to the substitute which we passed.

GR: extend 10" to consider CB's amendment; he will make as a direct motion.

[b45:03] BL: objects to extension.

SG: Vote on CB's amendment to the main motion.

Sarv: Didn't make RR 's a main motion.

GR: will make CB motion as a main motion.

[b44:38] SG: vote to extend 10" for the stated purpose.

[b44:33-42:44] Vote: 6Y, 8N, 1A. Motion to extend failed.

Y: GA, GR, RR, WS, BS, JW.

N: NB, AB, LD, AL, BL, WN, Sarv, JVA.

A: EB.

[b42:38] Sarv. Move agenda.

[b42:30] Coordinating Committee report: Motion on Recording Executive Sessions

JVA read motion, [NOTE: full text is in Appendix].

JVA motivated motion.

[B -40:10] GR: amended that recording be restricted to the secretary, and to Directors with the approval of the secretary. 2^nd by YY.

LD: Can Directors get a copy of it as well? Discussion ensued of this point, and of the amendment.

[b-30:57] Question called by BS on amendment.

BL: can amendment be re-read?

[b-30:40] GR reads it again, using "acknowledgment" instead of "approval".

Sarv: Can you please send the amendment to the list?

GR: Requests he be given a minute tor two to do that

[b-28:35] YY: Would GR accept a friendly amendment: That the recording be made accessible to board members who were not present at the meeting.

SG: Believes an amendment can't be amended after the question is called. Asks GR to read his amendment.

[b-28:28] GR reads again; not finished with his writing but believes this wording was what he said originally. "That access to the recording be restricted to the secretary and Directors with permission of the secretary".

[b-27:50] Vote on GR amendment. Passed 7Y, 5N, 1A.

Y: GA, EB, GR, RR, WS, JW, YY.
N: NB, LD, Sarv, BS, JVA.
A: AB, AL, BL, EN.

[b25:12] Vote on main motion as amended. Passed 14Y, 1A.

Y: GA, NB, EB, AL, BL, EN, Sarv, GR, RR, WS, BS, JW, YY, JVA.
A: LD.

[b22:42] SG: 3 items left on agenda. Her item, re unauthorized recordings; affiliates report; and working group report on cancelling of one in-person meeting.

Affiliates Report:

[b-22:00] EN: Had asked that affiliate report be moved to Houston meeting. SG: OK.

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

[b-20:18] SG turns chair over to EN to present her substitute motion on unauthorized recording of staff.

 

SG: Motivates her motion, reads it. Gives background circumstances. Notes it is not against the law in CA but is against law in some states, and should be in Pacifica.

Discussion.

[b-12:50] GR. Moves to divide. 2 issues: the moral issue, in 1^st part, and [issues related to]... the specific events at BAI in the 2^nd part. Should discuss both; but discuss them separately. 2^nd.

[b-12:08] EN: any objections to dividing the question?

Discussion.

[b-08:02] RR: objects to divide.

EN: thinks that is the question she asked. ...

b-7:00] vote to divide: 6Y, 8N, 2A. Motion to divide fails.

Y: GA, AL, GR, WS, JW, YY.

N: NB, AB, LD, SG, Sarv, RR, BS, JVA.

A: EB, BL.

[b4:04] SG : calls the question.

GR objects. Speaks against motion.

[c21:57] At time SG moves to extend time by 5". LD 2^nd. Extended without objection.

c13:59] BS. At time. Several voices heard saying "call the question". LD: would like to have the votes recorded in the minutes. Some discussion whether voting can take place after time has run out, whether 2/3 required to extend, etc. There were no motions to extend time.

[c10:23 - 09:08] Vote on SG's motion (= main motion): Passed 10Y, 4N, 1A.

Y: NB, AB, LD, SG, BL, Sarv, RR, BS, JVA, JW.
N: GA, EB, GR, YY.
A: WS.

[c09:07] RR announced vote as 9 y, 5 n, 1 A [NOTE: audio heard three times in preparing these minutes, same results each time.]

[c08:54] EN: Return chair to SG.

[c08:52] SG Almost done with this agenda. It's 8:00. [sic] Only 1 item left. Report from working group.

[c08:11] Working group report on cancelling one meeting.

YY: Is the convener, so will start the report and of course BL, and if MB were here, then she would be welcome to jump in as well. Due to scheduling problems we were not yet able to meet, will be meeting on Sunday ... on BL's suggestion contacted DA as similar situation occurred last summer. ...

BL: Thinks summary was good ... Where major bylaws changes are contemplated the general principle should be to get as much exploration and discussion at the local level as possible before the PNB votes on it. ....

YY: Asks for a volunteer at each signal area. Asks for someone from DC. RR. Agrees. GR volunteers from T. From Berkeley? JW. If Urges as many as possible to get on the bandwagon ... BL: see if there are legal ways we can find to use for this year without violating the bylaws....

YY: should he send to pnb-2008!@pacifica.org ? BL: send to pnb@oacifica.

Meeting adjourned at 11:10pm ET.

t====================================================================================

APPENDIX I: FULL TEXT OF MOTIONS AND REPORTS PRESENTED:

A. Motions Carried Over from 3/20/08 to be Considered:

1. 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.

1- 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)

2. 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.

3. 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.

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

B: Motions sent after 3/20/08:

Robinson language 3/28 for motion re Directors' Inspection Rights:

" 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. The Executive Director, or her/his designate, will work with the Director to schedule the inspection at a mutually convenient time within one week of the demand (except during a fund drive or other extraordinary circumstance) that does not disrupt the business of the affected station or office. 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. The PNB requests that directors exercising their rights of inspection, upon conclusion of such an inspection, provide the PNB with a written report detailing the findings and conclusions of said inspections.

The PNB further directs the General Counsel to draft an appropriate procedure for notice to be given to Pacifica Foundation of any agent designated for purposes of a Director's Inspection, and for the signing of a confidentiality agreement by any such agent."

Gendelman Language 3/28 for Motion re Unauthorized Recordings of Staff:

The Pacifica National Board does not condone recording phone conversations of Pacifica employees without their knowledge and consent.

. It shall be PNB policy 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 paid or unpaid staff member without their knowledge and consent, with the exception of public meetings of any Pacifica governance body.