Pacifica National Board -- Teleconference (Open Session)
8:30 pm Eastern Time, 7:30 pm Central Time, 5:30 pm Pacific Time
Originating in Various Locations
April 10, 2009
(This Meeting is a Continuation of the Open PNB meeting of April 5, 2009)
MINUTES
I. Call to Order/ Opening Business.
PNB Chair Grace Aaron called meeting to order at 8:35 pm (ET). Carolyn Birden agreed to serve as time keeper.
a. Roll Call/ Quorum.
Recording Secretary Richard Uzzell called the roll and a quorum was established. Chair asked that Andrea Turner be
excused, Hearing no objection, excused absence Approved.
Present: Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Joseph Wanzala, Ricco Ross, Susan Young, Jim Brown, David Beaton, Acie Byrd, Efia Nwangaza, Luzette King
Also Present: LaVarn Williams, Interim CFO
Absent: Sherry Gendelman
Excused Absence: Andrea Turner
Arrived Late: Kathy Davis, James Ross
b. Agenda Approval.
Chair stated that since this was a Continuation Meeting that Agenda Approval already complete. Governance motion that was on the original Agenda but was left off of this Agenda was added back.
c. Minutes Approval.
Chair stated that since this was a Continuation Meeting that the Minutes would not come-up for approval until the meeting was completed.
II. Motion Regarding Gradient Disciplinary Measures.
In order to ensure compliance with CPB and FCC regulations, formally adopted Pacifica National Board resolutions, and the management decisions of the Executive Director, the ED is hereby authorized to apply the following gradient disciplinary measures:
a) A negative mention in the manager's personnel file,
b) Suspension of duties with pay,
c) Suspension of duties without pay,
d) Reduction in pay,
e) The assignment of another staff person to carry out the unmet responsibilities of management staff.
Such disciplinary measures such as reductions in salary, temporary suspension of duties, etc., may be rescinded if and when full compliance takes place. Other disciplinary measures, as long as they are in conformity with the Pacifica Bylaws, may also be used to ensure compliance. However, the initial statement of noncompliance placed in the personnel file of the staff member in question shall remain in their file.
Simmons and Schroell were tasked to check the Employees Handbook to see how the proposed measures fit with the Handbook.
O'Brien moved to Table the motion until existing Pacifica guidelines may be examined. Hearing no objection, Motion Approved.
III. Committees and Working Groups Reports. [Reports and Action Item Motions.]
a. Governance.
Committee Chair George Reiter reported that the committee had brought several motions; and they follow.
1. Motion that the PNB accept as its confidentiality policy, compliance with the existing ethics documents. People are to
sign a document saying that they've read the existing ethics policy and agree to comply with this policy. (at Gov.; unanimous)
Discussion followed. The motion was voted
Approved, 8-7-3.
Yes: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Joseph Wanzala, David Beaton, Efia Nwangaza, Luzette
King
No: Nia Bediako, Bonnie Simmons, Leslie Radford, Wendy Schroell, Susan Young, Jim Brown, Acie Byrd
Present Not Voting: Grace Aaron
Abstained: Kathy Davis, Ricco Ross, James Ross
8-7-3
2. Motion that the PNB adopt applicable California law to be our whistle blower policy: the Whistle Blower Act of California and Senate Bill 777 of 2003, as well as title 7 of the federal Civil Rights Act as recently interpreted unanimously by the Supreme Court, and the previously enunciated policy from the Audit Committee about whistle blowers and forward this to the Pacifica General Counsel for consideration. (at Gov.; unanimous)
Discussion followed. The motion was voted Approved, 12-5-1.
Yes: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Susan
Young, James Ross, David Beaton, Efia Nwangaza, Luzette King
No: Nia Bediako, Leslie Radford, Ricco Ross, Jim Brown, Acie Byrd
Present Not Voting: Grace Aaron
Abstained: Bonnie Simmons
12-5-1
Time expired. Reiter moved to add 10 minutes.
Hearing no objections, motion Approved.
3. Motion that the governance committee shall solicit suggestions for changes in the bylaws and vet these for presentation to the PNB for action. (at Gov.; unanimous)
Discussion followed. Hearing no objection, motion Approved.
4. Whereas, the Pacifica bylaws only set forth one specific change of status as a legitimate basis for removal; namely, the appointment to an elected political office [Section 9, (B) Removal of Delegates]; and
Whereas, a change of status from listener representative to staff representative does not constitute a change of status recognized by the bylaws as a 'disqualifying act'; and
Whereas, the Pacifica bylaws do not recognize or delineate any difference in the roles nor place any conflict of interest restrictions
on staff representatives; and
Whereas, to arbitrarily deem any other non-specified change of status as constituting a 'disqualifying act' could lead to the arbitrary removal of board members;
Be it therefore resolved, that, it is Pacifica board policy that a change of status of a board member, once elected, will not be deemed a 'disqualifying act' unless decided otherwise by the Pacifica National Board, or until such time as there is an amendment made to the relevant ection of the Pacifica bylaws." (at Gov. 9-1-1 )
Discussion followed. Young moved to Table the motion. Motion Failed by a vote of 8-9-1.
Yes: Sandra Rawline, Wendy Schroell, Susan Young, James Ross, Jim Brown, David Beaton, Acie Byrd, Luzette King
No: George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Carolyn Birden, Leslie Radford, Joseph Wanzala, Ricco Ross, Efia Nwangaza
Present Not Voting: Grace Aaron
Abstained: Kathy Davis
8-9-1
Motion re: change of status of a Board Member voted Approved, 9-8-1.
Yes: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Joseph Wanzala, Ricco Ross, James Ross, David Beaton, Efia Nwangaza,
No: Nia Bediako, Bonnie Simmons, Leslie Radford, Wendy Schroell, Susan Young, Jim Brown, Acie Byrd, Luzette King
Present Not Voting: Grace Aaron
Abstained: Kathy Davis
b. Audit.
Committee Chair Nia Bediako reported that she was working to finalize information from WBAI GM; and that when that was complete (after in-person meeting), she would call a meeting of the committee.
c. Committee on Racism, Sexism and Other Forms of Discrimination.
Convener Ricco Ross reported that the committee is scheduled to convene, April 22, 2009.
d. Elections.
Committee member Wendy Schroell reported that committee had brought a motion for consideration.
1. Motion that the PNB rescind the motion passed at the March 8, 2009 PNB meeting regarding the "independence" of the National
Election Supervisor.
Discussion followed. Time expired. Reiter moved to extend for 5 minutes. Hearing no objection, motion Approved. O'Brien moved to Table the motion. Motion voted Approved, 12-4-2.
Yes: George Reiter, Nia Bediako, Shawn O'Brian, Sandra Rawline, Joseph Wanzala, Ricco Ross, James Ross, Jim Brown, David Beaton, Acie Byrd, Efia Nwangaza, Luzette King
No: Bonnie Simmons, Leslie Radford, Wendy Schroell, Susan Young
Present Not Voting: Grace Aaron
Abstained: Carolyn Birden, Kathy Davis
12-4-2
Schroell moved to extend for 5 minutes. Hearing no objection, motion Approved.
Schroell then reported that the committee had processed several applications for NES and had recommended an individual and asked that the IED work with the committee if she had another person in mind. Aaron agreed to work with the committee. Schroell also reported that the committee would continue to work to update and revise the Elections Manual and to prepare for the up-coming election.
e. Programming.
Acting Committee Chair Kathy Davis reported that the committee had brought the following motion.
1. Motion that the PNB ask the Executive Director (IED) to encourage the General Managers to focus on programming improvement as per resolution of Nov. 14, 2008 and ask them what they might need to accomplish such goals as stated in the resolution.
Bonnie moved to amend by adding "that the PNB ask the Executive Director (IED). Motion voted Approved, by a vote
of 10-4-3.
Yes: George Reiter, Nia Bediako, Bonnie Simmons, Leslie Radford, Wendy Schroell, Kathy Davis, Susan Young, Jim Brown, David Beaton, Acie Byrd
No: Shawn O'Brian, James Ross, Efia Nwangaza, Luzette King
Abstained: Carolyn Birden, Joseph Wanzala, Ricco Ross
Present Not Voting: Grace Aaron
10-4-3
Bediako called Point of order re: "time is out," no new amendment should be brought forward. Chair sustained.
King moved to Table the amended main motion. Motion Failed by a vote of 4-12-1.
Yes: Shawn O'Brian, Ricco Ross, Efia Nwangaza, Luzette King
No: George Reiter, Nia Bediako, Bonnie Simmons, Carolyn Birden, Leslie Radford, Wendy Schroel, Kathy Davis, Susan Young, James Ross, Jim Brown, David Beaton, Acie Byrd
Abstained: Joseph Wanzala
Present Not Voting: Grace Aaron
4-12-1
Main motion re: asking ED to encourage GMs to focus on Programming voted Approved, 11-5-1.
Yes: George Reiter, Bonnie Simmons, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, David Beaton, Acie Byrd
No: Nia Bediako, Carolyn Birden, Jim Brown, Efia Nwangaza, Luzette King
Abstained: Shawn O'Brian
Present Not Voting: Grace Aaron
11-5-1
f. Affiliates. None.
g. Finance. Committee Chair Jamie Ross reported that they attempted to review revised station budgets. Compliance with request for revised budget poor; only KPFT submitted a revised budget. Five months into the FY, network is $554,000 behind the budgeted amount. Still need Actuals v. Budgeted through February broken out by unit. WBAI currently with a Profit and Lose deficit of $341,000, some shortfall items can be adjusted to bring the shortfall figure down to a deficit of $295,000. WBAI is four months behind in paying their studio rent and two moths behind in paying their tower rent.
There were four Points of Order that the Chair ruled on jointly.
1. Simmons called Point of Order re: could motions coming from working group come to the PNB?
2. Aaron called Point of Order re: do the first two items need action? J. Ross said the first motion did not require Board approval.
3. Birden called Point of Order re: subgroup may bring motion to the Board.
4. Schroell called Point of order re: Finance motion appropriate to be called at this time.
Chair ruled that the first two items were for business within the Finance Comm. and did not need Board consideration. The motion from the Finance Working Group could be brought forward and considered.
Reiter moved to extend for 10 minutes. Hearing no objection, motion Approved.
Motion from the FNC Working Group presented by Young.
Whereas, WBAI is in arrears for payment for the tower and office rent; and
Whereas, the current WBAI cash balance is not sufficient to bring these payments current; and
Whereas, the amount and timing of receipts from WBAI fund drives is uncertain and will be needed for payroll;
Whereas, late payment for WBAI tower and office rent may constitute an immediate threat to the financial position of the
Foundation;
Be it Resolved that, the Pacifica Nation Board hereby authorizes the interim Chief Financial Officer to transfer cash
from other system accounts to bring these payments current when the need is urgent.
Discussion followed. Reiter moved to substitute with:
The iCFO will have the authority to transfer funds to cover shortfalls at any unit, and will notify the PNB promptly when doing so.
Nwangaza moved_ to amend by adding:
That ICFO and IED make said transfers to cover WBAI's current shortfalls and to do so only so as to and in a manner which avoids future repetition.
Time expired for consideration of item.
Brown asked that he be given time to report concerning the finances of WPFW. J. Ross asked Brown to please send copies of his report to all if time ran out. Chair announced that time for the meeting had expired. Brown asked that the report on
WPFW be at the start of the next meeting.
IV. Adjourned.
Young moved to adjourn. Hearing no objections, Open Session adjourned at 10:20 pm (ET).
Minutes Scribed and Prepared by: Richard Uzzell, PNB Recording Secretary
Minutes Approved by the Pacifica National Board:
Pacifica National Board 
