2008-11-06 Audit Committee Minutes

MINUTES – drafted November 7, 2008 by Committee Secretary Susan Young

Committee Members attending:            Also attending: none
        Nia Bediako (WBAI) Chair        [Streaming]
        Carolyn Birden (WBAI);        
        Lisa Davis (WBAI);
        Evelyn Bethune (KPFT);
        Susan Young (KPFT) Secretary;            
        Tracy Rosenberg (KPFA);
        Shawn Casey O’Brien (KPFK);
        Jack Van Aken (KPFK).

Absent:   Seth Goldberg (WBAI); Ambrose Lane (WPFW); Staci Davis (KPFT);    Andrea Turner (KPFA); Joe Wanzala (KPFA); Donna Warren (KPFK).
        
Meeting called to order 8:40 pm (EST).  Chair convened the meeting.  The Secretary called the roll and confirmed that the quorum requirement of 7 was met.

Agenda:  Lisa Davis moved to approve the following agenda, and there was no objection:
       I    Call to order (5 minutes)
       II    Approve agenda (5 minutes)
       III    Ratify
            -   Pacifica Foundation Whistleblower Policy (5 minutes)
            -  Whistleblower Employee Protection Policy (5 minutes)
            -  Whistleblower Policy Tracking Form (5)
        IV    Discuss prior meeting minutes (5 minutes)
        V    Set next meeting date (5 minutes)
        VI    Adjournment

Ratify Pacifica Foundation Whistleblower Policy:   

Three documents were under consideration that had been worked on extensively in prior meetings:  Whistleblower Employee Protection Policy; Whistleblower Employee Protection Policy (Agreement); and Whistleblower Policy Tracking Form.  Lisa Davis made a motion to adopt the Policy.  Carolyn Birden made a motion to table the Policy.  That motion failed.  The motion to adopt failed.

The following motion (bold) made by Carolyn Birden was approved by a vote of 4 yes and 3 abstentions:

The Audit Committee asks the foundation [Counsel] his opinion on the conflicts with California Code brought up in committee by Shawn Casey O’Brien, specifically with

1. the following paragraph in the Policy:

"Disclosure of reports of Concerns to individuals not involved in the investigation will be viewed as a serious disciplinary offense and may result in discipline up to and including termination of employment, dismissal from un-paid position or removal from Local or National Board.  Such conduct may also give rise to other actions, including civil law suits."

2. the apparent conflicts in the employee agreement in the following sentences:

"An employee is protected from retaliation only if the employee brings the alleged unlawful activity, policy, or practice to the attention of the Foundation and provides the Foundation with a reasonable opportunity to investigate and correct the alleged unlawful activity."

"The Foundation will not retaliate against employees who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of the Foundation that the employee reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate or public policy concerning the health, safety, welfare, or protection of the environment."

Any and all opinions shall be offered in writing and accompanied with and supported by citations from case law.

A copy of “California Whistleblower Protection Statute,” an article dates November 11, 2003, appearing in the “corporate law update” published by the corporate department at Orrick, Herrington & Sutcliffe LLP was emailed to committee members by Shawn Casey O’Brien in support of his request for clarification by Counsel.

Minutes:  Prior meeting minutes (September 10, October 14, and October 30, 2008) will be addressed at the next meeting.

Set Next Meeting Date:  8:30 pm EST, Tuesday, November 18, 2008.

Adjourn:  Susan Young moved to adjourn at 10:00 pm (EST).  No objection.

(These minutes were approved on 12/02/2008)