2008-05-16 PNB Meeting Minutes (Draft)

Draft Minutes, Pending Approval

Submitted by Mary Berg, secretary

PNB Teleconference Meeting

Friday, May 16, 2008

8:30 pm Eastern Time Audio: pnb080516- [a59:16], [b61:17], [c31:25]

Public Session convened at 8:40pm ET.

Present for all or part of public session: Grace Aaron (GA), Nia Bediako (NB), Evelyn Bethune (EB), Carolyn Birden (CB), Acie Byrd (AB), Lisa Davis (LD), Sherry Gendelman, Chair, (SG), Ambrose Lane (AL), Bob Lederer (BL), Efia Nwangaza (EN), Margaret Prescod (MP), Sarv Randhawa (Sarv), George Reiter (GR), Rob Robinson (RR), Thomas Ruffin (TR), Bonnie Simmons (BS), Lori Taguma (LT), Jack VanAken (JVA), Joseph Wanzala (JW). Mary Berg , Secretary (MB). Nicole Sawaya, ED (NS). Lonnie Hicks, CFO (LH). Dan Siegel, Corporate Counsel.

Absent: Mike Martin (MM), Wendy Schroell (WS), Yosh Yamanaka (YY).

Proposed Agenda:

1. Call to order, welcome and announcements, roll call, appoint time keeper (3 mins)

BS to be timekeeper.

2. Approval of agenda (4 mins) AL moved to approve. 2^nd.

3. Approval of minutes (3 mins)

Minutes not received as of now.

4. PNB Committee elections to fill vacancies -- Nominations (5 mins)

5. Status reports back from LSBs on fund raising strategies. (15 mins)

6. Report from CFO on financial health of Pacifica (20 mins)

7. Motion from Coordinating Committee on PNB meetings/cost saving (10 mins)

8. Personnel Committee report (10 mins)

9. New business (5 mins)

JVA motion [Full text, including Bylaws sections cited, is in Appendix 2.

JW: WPFW election issue

AB objects to that item.

SG: no motion around it right now. Add to new business, see when we get there.

10. Adjourn to Executive session -- personnel matters (details to be forthcoming from PNB Chair) (35 mins)

Agenda approved as amended.

8:50 pm. PNB Elections to fill vacancies on committees - Nominations.

JVA: ... would be in order to fill seats now where there are vacancies ... would move that seats be added whether or not there are vacancies ... will send as motion.

9:05 [a-29:30] . RR.. Substitute motion. Moves that for this year only, each signal area be permitted to provide 2 Directors to serve on a PNB committee, if they wish. GR 2^nd.

JVA. CC and Finance specify only 1 in bylaws.

JR: amendment. Add "except for National Finance Committee"

9:15. [a-21:09] Substitute Motion as amended passed 15Y-2A.

Y: GA, NB, EB, CB, AB, ZF, AL, KD, EN, MP, GR, RR, JR, JVA, JW.
A: Sarv, BS.

9:18. MP. Asks for list of committees.

[a-17:24] JVA: Finance, Personnel, Audit, Technology, Governance., Programming, Racism/Sexism, Coordinating, Elections.

9:20 [a- 18:30] Nominations to committees except NFC (National Finance Committee)

JR: Need nominations for BAI director on NFC, as none now.

SG: nominates JR. Seated by acclamation.

Personnel: JR nominates Kathy Davis from BAI. MP self-nominates for KPFK. BS self-nominates for KPFA., then drops from personnel and goes to Coordinating. Final Composition: KD, MP.

Elections: JR nominates CB. CB nominates KD. Final Composition: CB, MP.

Audit: CB self-nominates. Final Composition: CB.

Governance: KD self-nominates. GA nominates CB. She declines as NB is already on. JR nominates ZF. CB nominates KD. Final Composition: KD, ZF, YY.

Technology: JR nominates ZF. Final Composition: ZF.

Programming: JR nominates ZF. CB nominates KD. Final Composition: ZF, KD.

Coordinating: KD self-nominates. Sarv nominates BS. NB self-nominates. GA nominates YY, in case he is interested. Final Composition: KD, BS, NB, YY.

Racism/Sexism: JR will serve, if no one else from BAI is nominated. None are. Final Composition: JR.

BS: asks WPFW and BAI -- and anyone else - to consider getting on affiliates task force.

9:32 [a-05:17]. Status reports back from LSBs on fund raising strategies.

9:33. SG asks anyone from BAI [and PFW] to explain what their process is. JR: LSB hasn't met yet, will come up in 5/21 meeting.

9:36. For WPFW: AB: have million-dollar grant, they are discussing raising matching funds, will be addressing the issue ... SG: That's a designated grant, for the building fund. The directive was for a plan to raise general revenue.

for KPFT: SG asks GR or EB if ready to report anything. GR wasn't at the meeting but will try to put something together.

for KPFK: MP: some feel LSB shouldn't be involved in fundraising ... hopes it will be taken seriously at next LSB meeting.

9:40. [b-59:00] SG: Finances of network are not great ... will have this put on very top of agenda for next PNB. ...

GR. there was a willingness to consider ways to participate in development and in fundraising, but wasn't there so can't provide any specifics.

[b-51:40] 9:47. GA.: has participated in discussion on this in FinCom, also the the ad hoc fundraising committee of station staff and some LSB members. Have started discussions on some plans.

BS: at time.

SG. Will send out the motion again, to the LSB chairs for distribution to each of the LSB members. Will ask each signal area to participate in fundraising plans ...

SG. Also, since didn't before, now formally announces noms closed at this time.

[b-50:15] 9:48. Item #6. Report from CFO on financial health of Pacifica (20 mins). LH:

[b-27:35] SG: 3 items left on agenda...asks that any Q to LH can be ... in ex sess.

[b-26:38] 10:12: CC motion from EN - read by JVA:

That the two remaining meetings be held, as described by the Bylaws. That we investigate the steps now to reduce the cost of those meetings, and that the necessary cost-cutting steps be taken, and that a budget for the two meetings be established. (Approved by PNB CC Y-4, N-1)

EN: Motivates her motion.

[b-02:40] Vote on EN motion. Passed 10Y, 6N, 1 A.

Y: GA, CB, KD, ZF, AL, EN, GR, RR, LT, JW.
N: NB, AB, MP, Sarv, BS, JVA.
A: JR.

Discussion whether the remaining in-person meetings can be held in months other than June and September,

since the motion stated "as described by the bylaws" (previous PNB resolutions had been implemented to hold in-person meetings in April and July).

[c-29-30] AL:moved that ED and CFO be authorized to seek a line of credit for Pacifica.

SG: ruled the motion OOO at this time. In general, such motions come from the committees to the board; there is no research, no background; we're here to discuss the meeting.

[c- 28:56] JVA motion: That the Chair tonight appoint a task force from among the PNB members who voted yes on the CC motion to carry out the implementation of the motion.

10:52. AL moves to extend 10 mins. 2^nd. Without objection

GR: ... usually have local people working on this, also the NO. Amends to that effect.

[c-17:30] Vote on GR's amendment . Passed 10Y, 5N, 1A.

Y: GA, CB, KD, AL, EN, GR, RR, JR, LT, JW.
N: NB, MP, Sarv, BS, JVA.
A: AB.

10:57. JVA's motion, as amended by GR: That the Chair tonight appoint a task force from among the PNB members who voted yes on the Coordinating Committee motion to carry out the implementation of the motion, along with members from WPFW and from the national staff.

[c-10:07] 11:04. Vote on JVA's motion as amended.

Y: GA, NB, CB, AL, KD, EN, GR, RR, JR, LT, JW.

A: AB, MP, Sarv, BS, JVA.

[c-08:03] 11:10. SG appoints CB, AL, EN, RR. GA volunteers and is also appointed.

Discussion of time of meeting.

SG: Task force will make recommendation on that.

SG: Task force will report back to the board no later than 5/28.

\[c-02:35] 11:15 AL. Moves to adjourn to ex session.

GR: needs 2/3.

Sarv. What happens to the rest of the items?

SG: We'll continue them to the next meeting.

11:19 Meeting adjourned without objection to Ex Session.

|

APPENDIX I: Proposed Meeting Agenda, including Proposed Times:

1. Call to order, welcome and announcements, roll call, appoint time keeper (3 mins)

2. Approval of agenda (4 mins)

3. Approval of minutes (3 mins)

4. PNB Committee elections to fill vacancies -- Nominations (5 mins)

5. Status reports back from LSBs on fund raising strategies. (15 mins)

6. Report from CFO on financial health of Pacifica (20 mins)

7. Motion from Coordinating Committee on PNB meetings/cost saving (10 mins)

8. Personnel Committee report (10 mins)

9. New business (5 mins)

10. Executive session -- personnel matters (details to be forthcoming from PNB Chair) (35 mins)

11. Adjourn

(grand total: 110 mins)

====================================================================================

APPENDIX II: FULL TEXT OF MOTIONS AND REPORTS PRESENTED:

A. Motions to be Considered:

Motion from the PNB Cooedinating Committee:

That the two remaining meetings be held, as described by the Bylaws. That we investigate the steps now to reduce the cost of those meetings, and that the necessary cost-cutting steps be taken, and that a budget for the two meetings be established.

Approved by PNB CC Y-4, N-1

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

B. Motions Regarding Agenda Items #8 and #9 to be Continued Till Next Meetng:

Motion from the Personnel Committee on establishing a pool of candidates for General Manager searches:

Motion from the Personnel Committee on establishing a pool of candidates for General Manager searches:

That a pool of candidates, per Bylaws Article Seven, Section 3(B), presented to the ED for selection shall be

defined as no less than three approved candidates.

Approved by PNB PersCom without objection.

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

Motion from Jack VanAken for New Business (Agenda Item #9):

Article Eight, Other Committees of the Board of Directors, Section 2: Composition of Board Committees

Except as otherwise provided in these Bylaws, all committees shall include at least one Director from each Foundation radio station and two Delegates, who are not then serving as Directors, from each radio station, provided, however, that the inclusion of Delegates on a committee shall not be required where the Board by a majority vote determines that the privileged, sensitive or confidential nature of the matters to be addressed by said committee preclude the inclusion of Delegates as committee members in order for said committee to effectively and efficiently perform its duties. The Board may designate one or more Directors as alternate members of any committee. Director committee members shall be selected by a majority vote of the Board using the Instant Runoff Voting method, provided however that if there is an election for more than one committee member, then the Board shall use the single transferable method of voting to select committee members. Delegate committee members shall be elected by their respective LSBs using the Instant Runoff Voting method, provided however that if there is an election for more than one committee member, then the LSBs shall use the single transferable method of voting to select committee members.

Motion from JVA email:

Resolved, that for the remainder of the 2008 PNB term, one additional seat be

added for one WBAI Director and for one WPFW Director to the following committees:

Personnel

Audit

Technology

Governance

and further that elections be held for these additional seats concurrent with the elections

currently being held to fill vacancies.