2008-04-12 PNB Meeting Minutes (Draft)

Saturday, April 12th

Agenda as Amended:

8:00 AM : Call to order, Roll Call, Comments by Chair

8:10 AM : Appointment of timekeeper; Approval of agenda; Approval of minutes

8:20 AM : Report from ED: Opening comments

* Media Macro

* Planet Pacifica: Initial Snapshot

* Challenges and Opportunities

* Serving a changed audience - our potential

* Structural assessment

* Bringing it back home: 7 Weapons of Mass Information

* Resource allocation

10:00 AM : Break

10:30 AM : National Finance Committee Report and CFO Report

12:30 PM : LUNCH (on site)

1:00 PM : Public Comment

1:30 PM : Affiliates Report 10 min Lori Taguma & Efia Nwangaza Governance

1:40 PM : ED Report:

* Fundraising During Hard Times

* Election Coverage and other Programming

* 60th Anniversary

* Capital needs - Opportunities for a Morph

2:30 PM : RETREAT with ED and HR Director (CLOSED)

4:00 PM : Personnel Committee Report - Closed and open

6:00 PM : DINNER (on-site)

7:30 PM - 8:00 PM : RD/PNB Goals & Timetable

8:00 PM : PNB Election post-mortem - Election Committee

(suggested points: Where do we now stand? How to reform?)

* ED - Remarks on Governance

* Proposed Bylaws amendment on Meeting Schedule

All in attendance as of 8:12 CT other than Mike Martin.

[audio a -16:50] Approval ot the Agenda.

[Audio -16:45] GR asks to have item added to Agenda after committee reports on Sunday :

That PNB consider a special order that WBAI Delegates elected at the Delegates meeting scheduled for April 23rd be seated at the first teleconference meeting subsequent to that meeting. 2^nd.

[audio -13:09] BL: If there is no objection, motion can be passed now, no need to add to agenda.

[audio -12:20] Discussion. Motion passed without objection.

[audio -11:04] BL motion to authorize the chair to integrate public comment into the discussion of all major motions of significance.

[audio -08:00] Vote on 2^nd reading: To authorize the chair to integrate public comment into the discussion of major motions at her discretion. 12 Y -- 4 N Passed.

[audio -07:30] JW broached the question that those delegates not yet seated be allowed to attend the executive sessions on the agenda as long as they sign a confidentiality agreement.

Audio 06:09] SG: Let's approve the agenda now and bring that question up when we go into executive session. She asked if there were any other comments on the agenda.

[Audio -04:10] Margaret Prescod motion that all resolutions re community issues be brought for consideration to the Sunday session under "new business", in keeping w/ past traditions. Gave notice of her intent to present a resolution in support of the Immokolee Workers in Florida. Agreed without objection.

[audio -03:36] BL moved that Sunday exec session be first thing in the morning , followed by the anti-racism training report in public session, so that the public doesn't have to leave in the middle. Approved without objection.

[audio -02:52] Agenda approved as amended.

[audio a-02:50] Approval of Minutes:

EB moves to approve public session minutes of Newark meeting and teleconference March 20th as long as corrections can be made. 2^nd. Sarv: Sarv - all minutes can be corrected at any time.

Minutes approved without objection.

8:42 am. [NOTE: Minutes to this point were taken by BS, in MB's absence.] [

[audio b-63:37 - c-01:28] ED presentation: NS.

10:05 am. BREAK (15")

10:24 am. [audio d-31:04 -- end] Q&A with NS.

10:50 [audio e-4:30] JW motion: To have the provisional delegates who are not seated from WBAI to be allowed to sit in on the executive sessions but not participate, provided that they are willing to sign the confidentiality agreement. MP 2^nd. D

DS: concerned re having non-PNB members sitting in on confidential sessions. It creates liability and security issues. The people from New York have not been voted in. at this point, so currently they're not delegates.

AB agrees with DS.

WS: since ex session now recorded, they can get recording.

[audio e-01:46] Vote (show of hands): 9Y, 11N. JW motion fails.

10:57 Adjourn to executive session. BREAK to clear room.

1:50 pm. Resume public session,

National Finance Committee Report and CFO Report.

[audio f-48:58 -- end] CFO Report and Presentation: LH.

[audio g-28:42]. Q and A.

[audio g-13:20 -- end] . MP moved to limit questions to 1 minute, answers to 2 minutes. AB 2^nd. Passed without objection.

3:10 pm. LD moved to go to public comment. Without objection.

3:11 pm [audio h-24:31 - end] Public Comment.

3:34 pm. [audio i-11:53-end] SG : Go back to stack to complete Q's for LH, and NFO report. Still have time remaining for more comment later.

3:46 pm. [audio j-24:48] MM reports out from ex session. 1- need new auditor. Will introduce a motion for the selection of a new auditor. 2- re long-term recovery, develop a litigation mgmt plan ... staff is recommending line of credit or a loan; NFC does not object. NFC has BAI task force report ... 3- NFC charged with developing austerity measures re governance etc. NFC ready to develop a strategic development plan ... will all be part of long-term recovery plan. 4- Reports from each signal area and financial policies and procedures compliance; we also passed a motion dictating that each LSB treasurer in the NFC will make sure that staff is in compliance w/ Pacifica policies and procedures. Because of time limitations, will ask that this matter be referred back to the NFC for the report, and that NFC evaluate what level of compliance exists at each signal area.

MM motion as written by him: That PNB hire a new and different auditor to conduct the audit in 2008 pursuant to criteria adopted and followed by the PNB Audit Committee.

CB: Would like to make a motion. SG: We'll deal with the motion on the floor first.

[audio j-18:46] MB POI: Will the motions be submitted in writing? There was a long-standing rule to that effect.

SG: Yes.

Discussion ensued re motion to hire a new auditor.

[audio j-12:38] DS: It's consistent with good board practice for the board to hire and supervise the auditor.

NS: would be cost-effective for auditor to be on West Coast, or at least west of the Alleghenies.

[audio j-11:30] MM reads motion again: That the PNB retain a new and different auditor pursuant to the policies and procedures that the ONB Audit Committee chooses to follow regarding the selection of an auditor.

4:00 pm [audio j-09:53] Motion passed unanimously.

[audio j-08:50] CB moved that all votes on issues affecting WBAI be deferred until the new BAI directors are seated at the first PNB teleconference meeting after 4/23, when the elections will be redone. 2^nd.

CB motivates the motion. Discussion.

CB re-reads her motion.

[audio j-2:28] Vote: All directors from WBAI are recused. Passed 9Y-6N.

[audio j-01:03] NB withdraws her motion.

BREAK - 5".

4:26pm. [audio k-2:31] Public Comment (1 speaker left on list).

4:28 [audio l- 29:32] SG: we're 3 hours late on our agenda, may want to revise it.

Discussion.

4:30 pm. [audio k-25:50] Affiliates Report - LT and EN:

LT: from WOJB in Northern Wisconsin ... ... a goal for next year would be for these stations to increase their revenue ... tribal share increase ... partnership with other stations: (NS had mentioned this.) They would really like to do that,.. have 2 partnerships at present... the local community college is a block away, working on their budget now... have survey re new programming. Also for new marketing. Will make them available .. with all the tribes in their area ... Pacifica .. could participate in that somehow... there are people who are building alliances against the station... wondering if anybody would like to address that, and if it would be the proper thing to do.

4:37. EN. The affiliates are part of the Pacifica network and included in the bylaws in Article 5. Th y choose 2 persons to be on bd... the Affiliates Program was created, and has grown from ca 17 to > 120 stations, and generates > $200,000 per year. Appears to be profitable ...depends whether the affils are charged 1/6 of cost of DN. DN can negotiate directly with. Affiliates, so may not be ... fair ... Not only does [the program] fulfill the mission, but also extends Pacifica's reach ... She drew analogy of the human body ... Our value is not purely in the $200k they generate, but ... more importantly, the opportunity for social change & justice ... She would also like to point out the value added in the name recognition ... People were very excited when Ursula Rudenburg prepared a welcome and launch to Pac ... marvelled when we were able to carry Winter Soldier" gavel-to-gavel ... generated a conversation that would otherwise not have happened ... looking at programs from various stations; council members have responded favorably, gives them a standard & a reference... they know thatas a result of airing "from the vault" t the NFCB attenton ws drawn to them ... people pay on sliding scale ... makes it possible for them to hear of these programs. Sadly, they're not in budget; so she'll be making a formal proposal that they be included in budget ... previously there was a proposal for... strengthening.. the program . .. ... ... cites references in bylaws ... get together to create a slate...

[audio l-08:58-end, m-19:08--end] Q and A.

BS: Q re timeline this year ...

EN: small change to allow affil dirs to seat in Jan.

BL: special rule of order, didn't require bylaws amendment.

5:15 pm [audio n-25:42] Election Coverage and other Programming - NS:

5:44 pm. [audio 0-32:19] Proposed Agenda revisions: SG : still have 4 -1/2 hours of material that we haven't gotten to, some in exec session. Will entertain proposals to amend the agenda. Would like to stay in public session this afternoon, leave closed items for exec session after dinner and tomorrow. Have 15 or 20 minutes left now before dinner.

Discussion.

YY: Suggests the two proposed special rules of order for in-person meetings from the working group; motivates the majority's special rule version:

(A) The PNB adopts a special rule of order that for 2008, the June meeting may be held in June, July, August or September, and the September meeting may be held in September, October or November.

5:51. BL: Hopes by getting the special rule, can build up support for the amendment, get language from a LSB that all can agree on.

Discussion.

6:07 MB speaks to support minority version:

(B) The PNB adopts a special rule of order that for 2008, the June meeting may be held in June, July, August or September.

GR. Moves to strike "June... September" CB 2^nd

AL: moves there be no change in bylaws for meetings this yr. GR 2^nd. Not voted on.

[audio o-04:02] Vote on GR's motion; 2Y, 12N , 2A. Fails.

[audio o-01:20] Vote on special rule, version A: 12Y, 9 N. Passed.

6:20 pm. Adjourn for dinner. To reconvene in exec session at 7:00pm.