2009-04-24 to 26 PNB Meeting Minutes

 

MINUTES

 

Friday, April 24, 2009:  PNB OPEN SESSION.  5:07 pm (PT)

I. Call to Order/ Welcome.

PNB Chair Grace Aaron called meeting to order at 5:07 pm.  She welcomed everyone to the April 24-26, 2009 PNB meeting, in Berkeley, California; and thanked host station PFA, members and management, for its hospitality.

a.  Roll Call/ Quorum. 

Staff Recording Secretary, Richard Uzzell called the roll and a quorum was established.

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, Jim Brown, David
Beaton, Acie Byrd, Efia Nwangaza, Luzette King

Absent: Andrea Turner

Also present: LaVarn Williams (Interim CFO), Ricardo deAnda (Int. Gen. Counsel)

O'Brien moved that since the Executive Session had gone over time and several people wishing to speak had been kept waiting, that the meeting would first go to Public Comment.  Hearing no objection, motion Approved.

Public Comment.  And continuation after Minutes Approval.   [Audio at kpftx.org or pacifica.org]

b. Agenda Approval.

Chair asked if there were any changes or modifications to the Agenda.

Wanzala moved that his motion set for 4-26 re: WPFW Gala, be moved-up to be the second item on 4-24, behind "motion to rescind."  Motion failed by a vote of 8-11.

Yes: George Reiter, Shawn O'Brian, Carolyn Birden, Kathy Davis, Joseph Wanzala, David Beaton, Efia Nwangaza, Luzette King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Sandra Rawline, Leslie Radford, Wendy Schroell, Ricco Ross, Susan Young, James Ross, Jim Brown, Acie Byrd

Pesent Not Voting: Grace Aaron

Failed    8-11

Simmons moved that only the Agenda for this evening meeting be set at this time and that later meeting Agendas would be set later.  Hearing no objection, motion Approved.
Young moved that the KPFA Report be moved to after Minutes Approval.  Hearing no objection, motion Approved.

Reiter moved that Gendelman's Motion scheduled for earlier that afternoon be moved to first item on 4-25.  With only Gendelman voting no, motion Approved.

Hearing no objection the Agenda for the Open Session for 4-24-09 [as amended] Approved.

c. Minutes Approval.

Rawline moved approval of the Minutes for the PNB Open Teleconference of April 5 & (continued) April 10, 2009.
Hearing no objection, motion Approved.

Rawline moved approval of the Minutes for the PNB Open Teleconference of April 17, 2009.  Hearing no objection, motion Approved.

II. KPFA Report.

KPFA General Manager Lemlem Rijio presented the report with Sasha Lilley, interim Program Director.  [Audio available at kpftx.org and pacifica.org]

Dinner Break

 

III. Roll Call.

Vice Chair Joe Wanzala called meeting to order.  Pacifica Secretary Efia Nwangaza called roll, quorum was established.

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, Jim Brown, David Beaton, Acie Byrd, Efia Nwangaza, Luzette King

Absent: Andrea Turner

Also present: LaVarn Williams (Interim CFO), Ricardo deAnda (Int. Gen. Counsel)

IV. IED Report.

Interim Executive Director Grace Aaron gave report.  [Audio available at kpftx.org or pacifica.org]

V. ICFO Report on WBAI.

Interim Chief Finance Officer LaVarn Williams gave report. Tony Bate also gave an account on steps needed and those being taken at WBAI. [Audio available at kpftx.org or pacifica.org]

VI. Adjournment.

At 9:30 pm (PT), Chair Wanzala adjourned the meeting until Saturday morning at 8:30 am.

 

Saturday, April 25, 2009:  PNB OPEN SESSION.  8:30 am (PT)

Call to Order.

PNB Chair Grace Aaron called meeting to order at 8:30 am.

 

a. Roll Call/ Quorum.

Staff Recording Secretary, Richard Uzzell called the roll and a quorum was established.

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, Jim Brown, David
Beaton, Acie Byrd, Efia Nwangaza, Luzette King

Absent: Andrea Turner

Also present: LaVarn Williams (Interim CFO), Ricardo deAnda (Int. Gen. Counsel)

 

b. Agenda Approval.

Board Chair asked if there were any changes or modifications to the Agenda.

Wanzala moved that his motion re: WPFW Gala be moved to the second item Saturday morning.  Motion Failed by a vote of 8-9.

Yes: George Reiter, Shawn O'Brian, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, James Ross, Luzette King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Sandra Rawline, Leslie Radford, Ricco Ross, Susan Young, Jim Brown, Acie Byrd

Present Not Voting: Grace Aaron

Failed 8-9

Reiter moved to move Gov. motion re: Elections to before LSB Election Policy.

Simmons moved to substitute moving all Election related matters to before LSB Election Policy.
Hearing no objection, substitute motion Approved.

Ross moved that the NFC Report (later in the afternoon) be moved to just before Strategic Planning.  Hearing no
objection, motion Approved.

Reiter moved that both Gov. motions have 15 minutes each.  Hearing no objection, motion Approved.
Rawline moved that the time allotted for the Personnel Committee Report be reduced to 20 minutes.  Hearing no
objections, motion Approved.

Young moved that the Strategic Planning Session have a time certain of 4-6 pm.  Hearing no objection, motion Approved.

Simmons moved approval of the Agenda [as amended].  Hearing no objection, Agenda Approved.

 

II. Motions and Reports.

 

a.  Gendelman moved to rescind the PNB January 30, 2009 resolution which created a vacancy for WPFW representation on the PNB. [See Below.]

Resolution adopted January 30:

Acknowledging that the fairest interpretation of Pacifica bylaws as amended 2003 Article 5 Section 1B
which states "Any Delegate who is currently serving as a Delegate and as served at least one (1) year
as a Delegate is eligible for election to the office of Director by the Delegates for his/her radio station
area subject to Section 3 of this Article of the Bylaws" can only be 1 year equals 365 days or 12 calendar
months; and Noting also, that at least one other Delegate Assembly (KPFT) has interpreted the mandatory
one-year requirement to mean 365 days or 12 months; and  [Reiter motion (page 5) to divide would
have happened here.]

Declaring, therefore, that a continuing breach of Pacifica's bylaws was created in qualifying Campbell
Johnson for election as PNB Director;

This PNB:

1.  Disqualifies with immediate effect Campbell Johnson as a PNB director;

2.  Instructs WPFW Local Station Board to re-tally the votes from their election for PNB director; and

3.  Instructs WPFW to inform the Pacifica National Board of the change in candidate elected in place
of Campbell Johnson.

O'Brien called a Point of Order re: Gendelman's Motion out of order because by RRO page 297-8, "motion can not be rescinded. Chair chose to let the Board decide this Point of Order. Discussion followed.  The Board voted 9-4-5 to hear the Gendelman motion.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Sandra Rawline, Carolyn Birden, Leslie Radford, Susan Young, Jim Brown, Acie Byrd

No: Shawn O'Brian, Joseph Wanzala, James Ross, Efia Nwangaza

Abstain: George Reiter, Wendy Schroell, Kathy Davis, Ricco Ross, Luzette King

Presnt Not Voting: Grace Aaron

Approved  9-4-5

Reiter moved to divide Gendelman's motion into two parts.

Schroell called Point Order re: can't divide motion to rescind.   Chair did not rule.

Motion to divide failed by a hand vote of 8-10.  Discussion continued.  R. Ross called question.  Question call failed by a hand vote of 7-9-1.  Time expired.

Gendelman moved to extend for 10 minutes.  Motion failed by a hand vote 8-9. 

Main motion to rescind earlier vote failed by a vote of 7-11.

Yes: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Leslie Radford, Susan Young, Jim Brown, Acie Byrd

No: George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, James Ross, Efia Nwangaza, Luzette King

Present Not Voting: Grace Aaron                                                                                         
Failed  7-11

 

b. Governance Motion:  (Presented by Committee Chair George Reiter) that the PNB collect information from the stations to determine if there is systemic abuse of the bylaws requirement of 30 hours of service.  In particular that information be obtained on:  Each program collective identified and named at each station, how many members are on each collective.  What percentage of air time do these collectives represent and what percentage of the staff electorate do these collectives represent.  Furthermore if any of these collectives have a sudden spike in membership prior to elections, and if the collectives represent a disproportionate share of the staff electorate.

Redford moved to amend by saying IED ask GM's to gather information.  Hearing no objection, motion to amend Approved.  Hearing only one no, Main motion [as amended] voted Approved.

Vice Chair Wanzala assumed the Chair.

 

c. Local Station Board Election Policy.

IED Grace Aaron moved the following:

 
In order to ensure fair and equitable elections at all 5 Pacifica radio stations in compliance with the Bylaws of the Pacifica Foundation the following policies were adopted:

1)  The job descriptions of all Program Directors and General Managers shall include: full cooperation with both local and national election supervisors in all aspects of local station board elections.

2)  It is the responsibility of the General Managers of each station to ensure that membership lists for listener-sponsors and paid and unpaid staff lists are created and maintained in general and especially checked for accuracy a minimum of 3 months prior to a local station board election. Unpaid staff organizations shall maintain lists of membership that include a description of the unpaid staff member's contribution to a particular program or other volunteer work for the station and some way of verifying the number of hours they work per month on a volunteer basis to ensure that it conforms to the Bylaws minimum requirement of 30
hours in the preceding 3 months or the requirements of their radio station's "Unpaid Staff Organization" or "Unpaid Staff Collective
Bargaining Unit".   Full cooperation of the General Manager and station staff shall be expected in maintaining this list and and verifying the validity of its membership.

3)  To ensure the greatest amount of listener participation in local station board elections, it is mandatory that Progam Directors and General Managers air carts at all 5 stations in the nomination period to adequately inform our listeners about how they can self-nominate, what the duties of an LSB member are, how the LSB interfaces with station management and staff, both paid and unpaid, etc.

Six 60 second carts and Six 30 second carts shall be aired each day in rotation.  This is 12 carts, total, aired in rotation each day of the nomination period.  For stations with Spanish or other language broadcasting, the carts would be aired in that language during broadcasts in that language, with the number and frequency of the carts corresponding to the amount of said language broadcasting (hours per day) at the station.  For example, if there are 3 hours of broadcasting in a language different from English a day on a station, one 60 second cart and one 30 second cart per day in rotation would be adequate.

These carts would be scripted in advance by the NES to conform with the Pacifica Bylaws and the same carts be used at all 5 stations with the addition of local contact information.  The carts may be varied, but the intent would be to alert the broad listenership about the election during the ENTIRE nomination period, to explain the election process, etc., and to steer listeners to a phone number and website for further information.

Each programmer or collective with a one hour or more program slot shall be required to produce and air one 15 minute tutorial on the election during the nomination period.  This tutorial shall be recorded and repeated once during the nomination period.  This responsibility applies to all paid and unpaid programmers, including music programmers.

In addition, one report to the listeners from the national level and one from the local level involving both management and board participation from staff and board members who are not candidates, shall be done during the nomination period.  These reports shall be one hour long.

This prescribed programming shall be aired irrespective of fund drives or any other broadcasting.  The listenership should be engaged in the election process wherever possible, to encourage membership and volunteer participation.  Members should also be encouraged to participate in the election committees established at each station in accordance with the by-laws.

Logs of all programming, including incidental carts, shall be maintained including each time an election cart is aired.  Archived programs should include these carts so that the fact that they were aired can be verified if needed.

Promotion needs to be done to explain the election process to potential staff candidates as well.  This promotion would be done at staff meetings, on the station bulletin board and using paid and unpaid staff email lists.

4)  When the nomination period is over, the PDs and GMs are responsible for fully cooperating with local and national election supervisors to ensure that a minimum of 3 on-air candidate forums of one hour in length are aired for each 5 candidates.

Sixty second candidate statements shall be recorded at the radio station by each candidate. PDs and GMs are expected to air these statements in rotation right after the nomination period is closed through to the end of the campaign period.  In total, each candidate shall have her/his cart aired a minimum of 30 times in a variety of times of the day and week.  It is the responsibility of the PDs and GMs to ensure that these carts are played in an equitable manner so that no candidates are advantaged or disadvantaged.

Further, General Managers shall cooperate in the planning and coordination of community candidate forums.

5)  Failure to comply with any or all of the above policy shall result in rapid but gradient disciplinary measures including but not limited to:  a)  A negative mention in the PD or GM's personnel file, b) Graduated reduction in pay, c) Suspension of duties, d) The assignment of another staff person to ensure compliance with election policies and procedures.

Conversely, compliance with this policy shall be followed by:  a) A positive mention in the PD or GM's personnel file, b) A bonus or other reward at the descretion of the descretion of the LES, NES in conjunction with senior management.

6)  Disciplinary measures may be invoked by the local or national election supervisor in conjunction with the station management, HR Director and/or the Executive Director.  They may also be initiated byelection supervisor in conjunction with the station management, HR Director and/or the Executive Director.  They may also be initiated by any GM or the ED.

Reiter moved to strike #2a.  Hearing no objection, motion Approved.

Radford moved to strike #6.  Motion failed by a vote of 3-12-2.

Yes: Nia Bediako, Leslie Radford, Jim Brown

No: Grace Aaron, George Reiter, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Wendy Schroell, Kathy Davis, Ricco Ross, Susan Young, James Ross, Efia Nwangaza, Luzette King

Abstain: Bonnie Simmons, David Beaton

Present Not Voting: Joseph Wanzala
Failed 3-12-2 & 3 suck-ups to George.

Young moved to amend by adding to the first paragraph, "the IED/ED is instructed to consult with the GM's and when available the NES regarding the policies which might include the following." 

Brown moved to amend by adding "Election Committee" to Young's amendment.  Motion failed by a vote of 7-10-1.

Yes: Nia Bediako, Bonnie Simmons, Leslie Radford, Wendy Schroell, Susan Young, Jim Brown, Luzette King

No: Grace Aaron, George Reiter, Shawn O'Brian, Carolyn Birden, Kathy Davis, Ricco Ross, James Ross, David Beaton, Acie Byrd, Efia Nwangaza
Abstain: Sandra Rawline

Present Not Voting: Joseph Wanzala

Failed  7-10-1

Young motion re: amend failed by a hand vote of 6-9.

R. Ross moved to amend by changing "15 minute carts" to "10 minute carts."  Hearing no objection, motion withdrawn.
Birden Called the Question, Approved 9-2. 

Main motion re: LSB Election Policy [as amended] voted Approved, 10-7-1.

Yes: Grace Aaron, George Reiter, Shawn O'Brian, Carolyn Birden, Wendy Schroell, Kathy Davis, Ricco Ross, James Ross, Efia Nwangaza, Luzette King

No: Nia Bediako, Bonnie Simmons, Leslie Radford, Susan Young, Jim Brown, David Beaton, Acie Byrd

Abstain: Sandra Rawline

Present Not Voting: Joseph Wanzala                                                           
Approved  10-7-1

 

Lunch Break

 

III. Roll Call.

Board Chair Grace Aaron called meeting to order at 1:00 pm (PT).  Pacifica Secretary Efia Nwangaza called roll, quorum was established.

Present: Sherry Gendelman, Grace Aaron, George Reiter, Nia Bediako, Bonnie Simmons, Shawn O'Brian, Sandra Rawline, Carolyn Birden, Leslie Radford, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, David Beaton, Acie Byrd, Efia Nwangaza, Luzette King

Arrived Late: Jim Brown

Absent: Andrea Turner

Also present: LaVarn Williams (Interim CFO), Ricardo deAnda (Int. Gen. Counsel)

IV. Acknowledgements.

• Grace Aaron, PNB Chair & IED for her patience, tolerance and commitment in the face of horrific abuse... and present her with these lovely flowers.  Further to her commitment to the Affiliate Program and "to expanding its footprint." (by Nwangaza.)
• The Hosts and organizers (KPFA) of this In-Person Meeting. (by R. Ross.)
• Dave Adelson, past Board Chair who's leadership entertained discussion and democracy. (by Gendelman.)
• ICFO LaVarn Williams and National Office Staff and local station staff, for their work on financial matters and for bringing
  working documents up to date. (by Reiter.)
• Deb Shafto, whose planning for the earlier Houston meeting "put the cost of in-person meetings on the agenda," and those at WPFW (including Brown, Byrd and Robinson) who brought the meeting in Washington in under $20,000. (by Reiter.)
• Listeners who had "traveled across the country to be here tonight," for their dedication to Pacifica. (by R. Ross.)
  Houston Delegate Don Cook, who had recommended the airing of the "cutting-edge" programming of Al Jazeera News. (by Nwangaza.)

V. Agenda Change.
Pacifica Legal Council Ricardo deAnda asked if he was needed for tonight's Executive Session.  Several members asked that he attend.  deAnda stated that he had no problem attending, that he was just clarifying the will of the Board.

VI. Motions and Reports. (Continued)

d.  Governance Motion (presented by Committee Chair George Reiter) That the PNB instructs the IED to appoint an election supervisor to facilitate the holding of a recall election for staff positions, in accordance with the bylaws and in response to the petition from the staff at KPFA containing more than 2% of the eligible staff signatures, by May 31, 2009; that the PNB facilitate the recall election, as specified in the bylaws, resulting from a staff petition at KPFA.

Gendelman moved to substitute by asking that the IED be sanctioned for not having hired a National Election Administrator by March.

Chair Aaron asked that Reiter Chair this part of meeting.

J. Ross called a Point of Order re: substitute motions must be germane to original motion.  Chair ruled that this is true and that the proposed substitute motion was out of order.
 
Gendelman objected to the Chair's ruling.  By a hand vote, the Chair was sustained 13-5.

Radford moved to refer back to the LSB.  Motion failed by a hand vote of 6-11.

Beaton moved to change deadline to June 30.  Hearing no objection, motion Approved.

Main motion by a hand vote, Approved 12-5.

e.  Governance Motion (Presented by Committee Chair George Reiter) That the LSBs are to work with station management to ensure that station programming fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station, and that station policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming"  We recommend to the PNB that they request, in writing, an explanation from the GMs and PDs on how they are
implementing this bylaw.

Young moved to amend by making the assessment be by the LSB and not the GM. 

J. Ross moved to amend the amendment by keeping the original wording but adding that an assessment also come from the LSB.  Hearing no objection, amendment Approved. 

Hearing no objection Young amendment [as amended] Approved.

Hearing no objection, main motion [as amended] Approved.

Public Comment.  [Audio at kpftx.org or pacifica.org]
 
VI.  Motions and Reports. (Continued)

f. Personnel Committee. 

Committee Chair Sandra Rawline gave report.  The committee has developed and posted job postings for Executive Director, Chief Finance Officer and Human Resources Director at various locations.  The deadline for the applications is May 20, 2009. When the applications come in the committee will be reviewing and vetting.  A list of candidates will be available for the Board by mid-June to facilitate making selections by the first of July.

Simmons moved to reimburse Rawline for "out of pocket expenses" and to broaden the posting.  Hearing no objection, motion Approved.

 

g. Committee on Racism, Sexism and Other Forms of Discrimination.

Convener Ricco Ross gave report and said that the committee had convened but had made no real progress.  They will be meeting and getting on with business.

 

h. Archives Committee. 

Archives Director Brain DeShazor gave report.  [Audio  available at kpftx.org or pacifica.org] 

Young moved approval of the framework of Archives Book Project and engaging history makers of the time.  Hearing no objection, motion Approved.

 

i. Affiliates Committee. 

Written report had been filed.  [Report available at pacifca.org and kpftx.org.]

 

j. National Finance Committee.

Committee Chair J. Ross gave report.  [Audio available at kpftx.org & pacifica.org]

Ross joined by ICFO for a question and answer session.

Radford moved to make fund transfer to WBAI: "to show our support for WBAI's recovery, we transfer $50,000 from the $74,000 projected surplus in the PNB budget line to WBAI for pressing staff and/or vital equipment needs." 

Young moved that the motion be referred to the Finance Committee.  Hearing no objection, motion to refer, Approved.

VII. Strategic Planning Workshop and Introduction of new Interim Human Resources Director.

Board Chair Aaron introduced the new interim Human Resources Director Ahmad Anderson, who spoke briefly.  Aaron also introduced Jacqueline Janssen, who had assisted in the search for Mr. Anderson.

The Strategic Planning Workshop (open to viewing by the public) was conducted by Melissa Breach, Director of Programs at the Center for Volunteer and Nonprofit Leadership.  The Board worked through various exercises and learned by interacting and expressing their thoughts and values.  [Audio available at kpftx.org and pacifica.org]

 

VIII. Adjournment.

Board Chair Aaron adjourned the Open Session at 6:00 pm (PT), to be continued the following morning at 10:00 am.

NOTE: Due to an extended Executive Session, the Public Session didn't start until 1:00 pm the next day

 

Sunday, April 26, 2009:  PNB OPEN SESSION.  1:00 pm (PT)

 

I. Call to Order. 

PNB Chair Grace Aaron called meeting to order at 1:00 pm.

II. Public Comment.  [Audio at kpftx.org or pacifica.org]

III. Next Meeting.

Young moved the next meeting be Sunday, May 17, 2009 and the items that remained on the Agenda will be heard then.  Hearing no objection, motion Approved.

 

IV. Adjourned. 

Nwangaza moved to adjourn.  Hearing no objections, Chair adjourned the meeting at 2: 27 pm (PT).

Minutes Scribed and Prepared by:  Richard Uzzell, PNB Recording Secretary
Minutes Approved by the Pacifica National Board: Date: