2009-05-11 PNB Meeting Minutes

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

May 11, 2009

MINUTES

I.Call to Order/ Opening Business.

PNB Chair Grace Aaron called meeting to order at 8:36 pm (ET).   Shawn O’Brien agreed to serve as time keeper.

a. Roll Call/ Quorum. 

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, Wendy Schroell, Kathy Davis, Joseph Wanzala, Susan Young, James Ross, Jim Brown, David Beaton, Efia Nwangaza, Luzette King

Arrived Late: Andrea Turner, Leslie Radford, Ricco Ross, Acie Byrd

Absent: None

Also Present: LaVarn Williams, Interim CFO; Ricardo De Anda, Int. Gen. Counsel

Agenda Approval.

Chair asked if there were any additions or changes proposed for the Agenda.  Wanzala moved that his resolution re: reporters arrest be removed.  Hearing no objection, motion Approved.  Wanzala moved to add his motion re: WPFW’s Gala at Unfinished Business.  Hearing no objection, motion Approved.  Wanzala moved to add his motion re: CAB at the end of New Business.  Hearing no objection, motion Approved.  Bediako moved to add Setting Next Meeting to right after Agenda Approval.  Hearing no objection, motion Approved.  O’Brian moved approval of the Agenda [as amended].  Hearing no objection, motion Approved.

Setting Next Meeting.

Discussion followed and May 27, at 8:30 pm (ET) was set for the next PNB Teleconference.

Minutes.  None.

Consent.  None.

II. Acknowledgements.

** Tony Bates for his good work at WBAI. (by Davis, O’Brian & Williams.)
**Tony Bates and LaVarn Williams "for their work in starting WBAI toward recovery.” (by Nwangaza.)
** Jon Almehleh and Otis Maclay for their work on the Pacifica website. (by Radford and Williams.)
** KPFT for car raffle that went well. (by Schroell.)
** WBAI Listener/Members who “although displeased continue to support” the station. (by Bediako.)
** WBAI Members who are happy with the changes and are coming back to the station. (by O’Brian.)

Vice Chair Joe Wanzala assumed Chair.

III. iED Report. 

iED Grace Aaron gave report.  [Audio available on kpftx.org]  Discussion followed.

Aaron re-assumed the Chair.

IV. iCFO Report. 

ICFO LaVarn Williams gave report.  [Audio available on kpftx.org] Discussion followed.  Simmons moved to extend for 10 minutes.  Hearing no objection, motion Approved.

V.Committee Reports.  [Audio available on kpftx.org]

a. Finance. 

Committee Chair J. Ross gave report.  The Budget time line was released.  Recommended that Sexual Harassment training ($15,000/ 2 yrs.) would be cost effective because of the cost of related lawsuits.  Recommended that funds ($100,000) were not available for a National Development Director.  Working on Network wide Cash Flow Projection.  Reviewed the audit – Dr. L. Grant should have received two payments of $200,000, but have only received one payment.  Schroell asked if there is $200,000 available for the elections.  ICFO stated that her office is working on this and will report soon.

Audit.  None.

Committee on Racism, Sexism and Other Forms of Discriminations.  None.

Elections.  None.

Governance.  None.

Programming.  None.

Personnel. 

Committee Chair Sandra Rawline gave report.  Several post have been made with a deadline of May 21.  Other post were suggested.  To date; 35 ED Apps. and 10 CFO and numerous for HR.

Affiliates.  None.

Archives.  None.

Strategic Planning.  None.

VI. Unfinished Business.

a. WPFW Gala Resolution. 

Presented by Wanzala
Whereas, the WPFW LSB, through its ad hoc Gala Committee, undertook to organize a gala in December 2007 with the purpose of raising funds to buy a building for a new home for WPFW;
Whereas, that effort failed and led to an expenditure of an estimated $360,000.00 of WPFW’s funding at a time when it can ill afford and a refusal to provide a proper and adequate accounting to the Local Station Board;
Whereas, there has been very different reports of the actual losses incurred at that event and where in fact the money went and to whom;
Whereas, there is no evidence that either the WPFW LSB or Pacifica National Board authorized that expenditure;
Whereas, it was reported that a $1m matching-fund arrangement was set up as a result of that event;
Whereas, there is no written commitment verifying the match-funding grant nor the conditions to activate it and any obligations it may impose on WPFW and/or Pacifica.  
Whereas, there has been little or no accounting despite several requests from WPFW LSB members at their meetings;  
Whereas, a lack of accountability of those involved and the loss of substantial funds place WPFW and Pacifica at risk;

Therefore, be it RESOLVED, that the iCFO as soon as possible conducts a full and complete investigation of all expenditures relating to the WPFW 2007 Gala.  
RESOLVED, that to determine that a complete accounting of expenditure was carried out, a part of that investigation would include copies of contracts from vendors and other service providers involved in the event.
RESOLVED, that the report must include minutes of the meeting at which either the WPFW LSB or the Pacifica National Board authorized any expenditure for the WPFW December 2007 gala.

Young moved to amend by deleting “immediately” and adding “as soon as possible.”  Motion voted Approved, 13-6-1.

Yes: Sherry Gendelman, George Reiter, Nia Bediako, Bonnie Simmons, Sandra Rawline, Andrea Turner, Leslie Radford, Wendy Schroell, Susan Young, James Ross, Jim Brown, David Beaton, Acie Byrd

No: Shawn O’Brian, Carolyn Birden, Kathy Davis, Joseph Wanzala, Efia Nwangaza, Luzette King

Abstained: Ricco Ross

Present Not Voting: Grace Aaron

13-6-1    Approved.

Main motion as amended voted Approved, 12-7-1.

Yes: George Reiter, Shawn O’Brian, Carolyn Birden, Wendy Schroell, Kathy Davis, Joseph Wanzala, Ricco Ross, Susan Young, James Ross, David Beaton, Efia Nwangaza, Luzette King

No: Sherry Gendelman, Nia Bediako, Bonnie Simmons, Andrea Turner, Leslie Radford, Jim Brown, Acie Byrd

Abstained: Sandra Rawline

Present Not Voting: Grace Aaron

12-7-1    Approved.

Reiter called Point of Order re: was 10:00 pm time certain to end meeting. 

Chair clarified correct end time 10:30 pm.

Radford moved approval of a resolution re: doing an on-air editorial re: military involvement in Afghanistan. 

Nwangaza moved a substitute that stated: that the Pacifica National Board directs the IED to form a committee of up to 3 volunteers to draft an editorial statement opposing U.S. military escalation, invasion and occupation of Afghanistan and Pakistan; said statement to be approved at 5/27/09 PNB meeting and thereafter disseminated to all Pacifica stations for on-air announcement and website publication.  Substitute motion voted Approved, 10-8-1. [sic]

Yes: Sherry Gendelman, George Reiter, Nia Bediako, Shawn O’Brian, Carolyn Birden, Leslie Radford, Joseph Wanzala, Ricco Ross, James Ross, Efia Nwangaza, Luzette King

No: Bonnie Simmons, Sandra Rawline, Andrea Turner, Wendy Schroell, Kathy Davis, Susan Young, Jim Brown, Acie Byrd

Abstained: David Beaton

Present Not Voting: Grace Aaron

10-8-1 Approved. [sic]

Committee to draft above approved statement: Nwangaza, Radford and R. Ross.

V.Adjourned. 

Reiter moved to adjourn.  Hearing no objections, Open Session adjourned at 10:33 pm (ET).  

Minutes Scribed and Prepared by:  Richard Uzzell, PNB Recording Secretary

Minutes Approved by the Pacifica National Board:

______________________        _________________
Witnessed By: Date: