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 Pacifica National Board PNB Minutes 2004-10-01 PNB Meeting Minutes 2004-10-01 PNB Meeting Minutes
October 1- 3, 2004 Directors present: Not present: Samuel Kiteka Also present as officers of the Pacifica Foundation: Meeting convened by PNB Chair, Marty Durlin. The full meeting was webcast by www.kpftx.org AGENDA Friday, October 1 PUBLIC SESSION Saturday, October 2 Sunday, October 3 9:14am PNB convenes in Executive Session to discuss personnel matters. 3:20 pm PUBLIC SESSION convened
2. Chair?s Comments
3. Approval of Minutes (10 minutes) MOTION by Spooner to approve all minutes included in board packet supplied
for this meeting:
4. Approval of Agenda MOTION to amend by Spooner to add executive session on Saturday at 8:00 am MOTION by Laforest to split the 60 minute Saturday public comment session
to two 30 minute segments - one before and one after the Finance committee report
? at 11:30 am 4:15pm. MOTION by Adelson to add motions regarding unbudgeted inter-unit transfers
and an editorial resolution on FCC attacks on low power radio to unfinished
business on Sunday. Agenda as amended
5. Reports Brian Deshazor, Archives Director Ron Pinchback, WPFW Interim GM Eva Georgia, KPFK GM [Rodriguez gives report] Don Rojas, WBAI GM Duane Bradley, KPFT GM Jim Bennett, KPFA Interim GM Brief public comment Vice chair Cooper assumes chairing of the meeting. Technical committee report (moved up due to extra time) 6:28 Adjourn for the day. SATURDAY, OCTOBER 2 Chair adjust order of reports without objection. WPFW report Ron Pinchback (moved from Friday) Announcement - Chair has Shakir announce evening event hosted by WPFW.
7. Discussion of National Programming, including FSRN, RFPI Radio for Peace International (RFPI) presentation MOTION by Adelson that the PNB authorize a 12 hour day of fundraising on the
Pacifica 5 stations and affiliates to fund development of Radio for Peace International's
(RFPI) facilities to Discussion. MOTION to amend by Walker that the Pacifica foundation analyze the impact of national fundraising days on annual fundraising and that we analyze the impact of mergers with other organizations. Discussion. MOTION to amend by Lane to establish a contract with RFPI before conducting a national day of fundraising Brief discussion. Vote on Lane amendment: Point of order by Adelson that Walker amendment doesn't seem to be relevant
to Adelson motion. Adelson calls for role call vote. No objection.. Motion amended to remove "and affiliates" without objection. MOTION by Adelson as amended: that the PNB authorize one day of fundraising on all 5 stations to raise revenue to fund Radio for Peace International's (RFPI) return to the air, in exchange for which we will contract with RFPI for RFPI to broadcast a Pacifica stream via short-wave radio. A contract with RFPI will be established before conducting the national day of fundraising. Vote on Adelson motion:
8. Report from Archives Committee [ moved in agenda without objection] MOTION by Shields that the PNB choose the budget without central services
( 3%) and that in 6 months the Archive conduct a real cost analysis of the whole
Archive budget.
7. Discussion of National Programming, including FSRN, RFPI (cont.) MOTION by Maldonado to extend discussion of this item by 5 minutes ? no objection Point of order by Adelson ? one of PNB members of FSRN negotiating committee needs to be replaced due to resignation of Vicki Santa. MOTION: Next highest vote getter in original committee election, Adelson, elected by proclamation to fill vacant seat on the FSRN contract negotiating of the PNB.
6. Reports (continued) [order changed by chair without objection] MOTION by Shields that the ballot mailing be delayed until the candidate statements are ready to be mailed with the ballots Discussion of logistics and feasibility. It is possible to meet bylaws deadline for ballot mailing, though may be difficult. Question called - PASSES Vote on Shields motion: 11:41 Brief break 11. PUBLIC Comment part 1 (Sat. public comment split with half held prior
to Finance discussion) 12:37pm lunch break
6. Reports (continued) [order changed by chair without objection] Report on Americans with Disabilities Act (ADA) issues. MOTION by Lane that the PNB make sure that all facilities owned or rented by Pacifica be ADA compliant Chair Durlin request a more detailed motion MOTION to amend by substitution by Walker that the Pacifica National office is instructed to perform an ADA compliance audit of Pacifica facilities: a. establish a list of short-term projects that can be completed within the current capital budget; b. establish a list of long-term projects that can be completed in conjunction with raising long term capital funding; c. that timelines will be created for each of these to be approved by the PNB Discussion. MOTION to amend amendment by Warren to substitute the word "cause" for the
word "perform" MOTION to amend by substitution by Walker as amended: that the Pacifica National office will cause an ADA compliance audit of Pacifica facilities: a. establish a list of short-term projects that can be completed within the current capital budget; b. establish a list of long-term projects that can be completed in conjunction with raising long term capital funding; c. that timelines will be created for each of these to be approved by the PNB. Vote on Walker motion
9. Finance Committee (FC) CFO Report by Lonnie Hicks Point of order by Walker ? request chair to more actively moderate presentations and questions Discussion.
10. Discussion and approval of FY05 Budget Point of order by Hicks to separate FY05 and WBAI contingency budget? More discussion. MOTION by Roberts: whereas the PNB recognizes both the concerns of the WBAI LSB and the management and whereas the PNB needs to adopt a FY05 budget for Pacifica, the PNB hereby chooses to approve the WBAI Budget Proposal #3, and directs the National Finance Committee to revisit said budget by November 15, 2004; and further endorses the National Finance Committee requirement that the WBAI LSB, Management, the Executive Director, and the Chief Financial Officer work to improve the WBAI fundraising performance and premium fulfillment. Discussion. MOTION to amend by Laforest to change date to 12/3/04 - not seconded Vote on Roberts motion: 4:10 break
11. PUBLIC COMMENT PART 1 (continued)
7. Discussion of National Programming, including FSRN, RFPI (continued) Discussion of national programming / national programming director in FY05
budget MOTION by Adelson that PNB adopts KPFK LSB motion that the Pacifica National Board delay the decision regarding a National Program director until the National Programming Committee has developed policy on national programming. Discussion. MOTION to amend by Roberts to add "to bring a resolution by" the March 2005
PNB meeting. Discussion Roberts MOTION to amend: MOTION to amend by substitution by Walker as amended: that the Pacifica National Office does not initiate a hiring process for the National Program Director until the Programming Committee has developed policy on national programming and a resolution is brought forth for approval by the Pacifica Nation Board at the March 2005 meeting. Roll call vote requested by the chair without objection Vote on Walker substitute motion
12. Committee Reports Governance Committee MOTION by Lane that the provisions in the Pacifica bylaws, Article 5, Section 7, and Article 7, Section 9 whereby a member ceases to be a member after missing 3 consecutive meetings be applied to committees of the PNB, and that the chair of the committee will notify the chair of the respective LSB of any pending suspension. MOTION to amend by Spooner to insert ?such that any committee member who misses 3 consecutive committee meetings shall no longer be a member of the committee" Discussion, clarifying questions etc. MOTION by Lane as amended: that the provisions in the Pacifica bylaws, Article
5, Section 7, and Article 7, Section 9 whereby a member ceases to be a member
after missing 3 consecutive meetings be applied to committees of the PNB, such
that any committee member who misses 3 consecutive committee meetings shall
no longer be a member of the committee, and that the chair of the committee
shall notify the chair of the PNB and the respective LSB of any pending suspension
from the committee. MOTION by Lane: that the PNB schedule a bylaws convention in the Fall of 2005, and that notices commence six months beforehand. Discussion. The Governance committee discussed timing and logistics at length. MOTION by Roberts to amend to say after "September 30th" MOTION by Walker to amend to say prior to "March 30 , 2006" MOTION by Lane as amended: that the PNB schedule a bylaws convention in the
Fall of 2005 after September 30th and prior to March 30 , 2006, and that notices
commence six months beforehand Discussion MOTION by Lane that in order to resolve issues expeditiously, each LSB shall form a standing Grievance and Ethics committee of not less than 5 members to hear any dispute relevant to LSB members and policy concerns and that the PNB establish a standing Grievance and Ethics committee of no less than 5 members to handle any ethics or grievance issues on the PNB level and to hear appeals of decisions from LSB Grievance and Ethics committees. These committees would only meet when necessary. Discussion. Motion by Randhawa to table until tomorrow morning
10. Discussion and approval of FY05 budget (continued) MOTION by Spooner that the line for legal expenses be increased to $311k and
that if it's not spent it get sent to surplus in order that the money not be
spent on other expenses. MOTION by Roberts that the Pacifica National Board hereby approve the FY05 budget with the following adjustments: establishing a line item for board training of $25k; increasing to full funding of legal expenses at $311k; and that the PNB revisit the implications of negotiations re: national programming and the WBAI budget by 12/3/04. Discussion of accommodating ADA audit. MOTION to amend by Warren to add "and with an accommodation for an ADA audit
at the five stations, Pacifica Radio Archives and National office." MOTION by Roberts as amended: that the Pacifica National Board hereby approve the FY05 budget with the following adjustments: establishing a line item for board training of $25k; increasing to full funding of legal expenses at $311k; that the PNB revisit the implications of negotiations re: national programming and the WBAI budget by 12/3/04; and with an accommodation for an ADA audit at the five stations, Pacifica Radio Archives and National office. Chair asks for role call vote - no objection Vote on Roberts motion as amended to accept FY05 budget Acknowledgement and applause for all who completed the difficult work of creating
the FY05 budget. 6:26 Adjourn for the day.
SUNDAY, OCTOBER 3rd Convene 9:15 am 14. Committee reports (cont.) [moved up in agenda without objection] Affiliates director report ? Ursula Rudenberg
13. PUBLIC COMMENT part 2 Chair Durlin ? moves to several brief agenda items without objection. Recommends sending 3rd Governance committee resolution back to committee. MOTION by Spooner that the Governance committee resolution regarding formation of Grievance and Ethics committees by the LSBs presented during the Saturday session be sent back to the Governance committee Brief discussion. MOTION by Schroell that the PNB authorize the current FSRN working group to
also work on the RFPI agreement negotiation in a similar manner. MOTION by Olusagun that upon removal or resignation of any LSB member, all current members and replacement delegates who ranked lower that he/she shall be advanced in accordance to election ranking to fill that void. This seat inheritance process shall be retroactive. Discussion. MOTION by Roberts to refer Olusagun motion to governance committee Discussion. MOTION to amend the motion to refer by Randhawa that the governance committee come back to the PNB with a recommendation after their next meeting Point of order by Walker that it is implicit in a motion to refer to committee that a recommendation to the main body will be made. Orders of the day called by Manning Motion to refer PASSES without objection MOTION by Lane: because of the responsibility of the Pacifica Board to leverage contributions of our listeners, the CFO is hereby instructed to investigate, and report to Pacifica's Finance Committee, the terms and conditions that would attach to a loan of (1) $25 million dollars and/or (2) $50 million. Discussion. Chair questions whether the motion is in order in the agenda. Point of order by Manning ? item could added to Unfinished business/new business later in agenda Discussion. MOTION by Manning to refer the Lane motion to the national finance committee
and LSB finance committees for comments.
14. Committee reports (cont.) Board Staff Relations Programming MOTION by Warren that the PNB highly encourage the five sister stations of Pacifica and its affiliates to ensure equal time is given to all ballot accessed candidates, leaving the judgment to the program director to implement this request. Discussion. MOTION to amend by Shields to substitute the words ?fair and thorough coverage?
for ?equal time? Discussion. MOTION by Warren as amended: that the PNB highly encourage the five sister stations of Pacifica and its affiliates to ensure fair and thorough coverage of all ballot accessed candidates, leaving the judgment to the program director to implement this. Question called by Spooner ? PASSES Vote on Warren motion as amended: Committees of Inclusion (C.O.I.) Report MOTION by Olusagun that: because inclusion and diversity are the first mentioned in the Pacifica Mission statement and an essential element in operating the C.O.I. process, and because it is a cultural bias to respect the work before us, specifically the work of the anti-racism group of the Pacifica Now conference of June 19, 2002, moves that the report of the anti-racism group of the Pacifica Now conference of June 21, 2002 be supported and that the PNB reaffirm the vote taken by the interim Pacifica National Board in September of 2003 in NYC and establish the Race and Nationality Committee as part of the C.O.I. Discussion. MOTION by Walker to refer Olusagun motion to a meeting of a C.O.I. national
steering committee to be convened by Cooper within 2 weeks Point of order Spooner regarding proper order of voting on amendments. MOTION by Adelson to divide the Olusagun motion MOTION by Adelson that PNB reaffirm of the policy of the interim Pacifica
National Board (iPNB) on Race and Nationality MOTION by Adelson to approve the 2nd part of Olusagun motion that establishes
the Race and Nationality Committee as part of the Committees of Inclusion (C.O.I.) Discussion of logistics of coordinating the C.O.I. Cooper will coordinate. Discussion. MOTION by Randhawa to establish a C.O.I. steering committee - not seconded Chair - reassesses and adjust agenda. Running short on time. There is concern that the Race and Nationality issue get sufficient time. MOTION by Walker to postpone the Race and Nationality discussion when the PNB would hold a ?Day of Diversity? to coincide with the Pacifica Annual Meeting in January 2005. MOTION to amend by Manning to also start the discussion sooner during upcoming scheduled teleconference meetings - not seconded MOTION to amend by Spooner that the C.O.I conduct planning for that day MOTION to amend by Randhawa that the Race and Nationality issue be brought back to the full PNB within one month from the date of this PNB meeting so as to address the issue prior to the retiring of this PNB term. Vote on Randhawa amendment Vote on Spooner amendment as amended MOTION by Walker as amended: to postpone the Race and Nationality discussion
until when the PNB would hold a ?Day of Diversity? to coincide with the Pacifica
Annual Meeting in January 2005; that the C.O.I conduct planning for that day;
and that the Race and Nationality issue be brought back to the full PNB within
one month from the date of this PNB meeting so as to address the issue prior
to the retiring of this PNB term. Discussion.
15. Race and Nationality Discussion - postponed (see above motions) Lunch break 11:30am Chairs reviews agenda - the board needs to elect directors to sit on Special Personnel Committee formed during executive session portion of this PNB meeting. One director required from each station. Nominations for Special Personnel Committee:
16. Unfinished business, new business Schedule next regular PNB meeting MOTION by Roberts that the PNB authorize the five LSB chairs to attend the January 2005 PNB meeting at Pacifica's expense MOTION to amend by Randhawa that the ED, CFO, and 5 GMs be part of the retreat held at the January meeting Brief discussion. ED is in support of this effort, but cautions of expense. Randhawa motion to amend: MOTION by Roberts as amended: that the PNB authorize the five LSB chairs to
attend the January 2005 PNB meeting at Pacifica's expense and that the ED, CFO,
and 5 GMs be part of the retreat held at the January meeting. Date of next of Pacifica National Board regular meeting: MOTION by Walker that KPFK work with the Pacifica national office to create a host committee to plan for the participation of the Pacifica Foundation board and staff members in the Martin Luther King Parade in Los Angeles on January 17, 2005. The host committee will also plan for the five day January annual meeting. Discussion. Refining of Walker motion without objection. MOTION by Walker amended: that KPFK work with the Pacifica C.O.I to create
a host committee to plan for the participation of the Pacifica Foundation board
and staff members in the Martin Luther King Parade in Los Angeles on January
17, 2005. Chair confirms next special PNB special meeting: Chair reassesses agenda. MOTION by Adelson to extend meeting by 20 minutes MOTION by Spooner to table all motions not submitted in writing prior to this
PNB meeting
16. Unfinished business, new business (continued) Resolution from Donna Warren that the chair have an administrative assistant MOTION by Warren to hire administrative assistant for the chair of the PNB: Be it resolved that the PNB search for and hire an in-house paralegal or other competent person to serve as the administrative assistant (AA) to the chair for a comparable salary plus benefits. Discussion. Question called by Randhawa - FAILS Vote on Warren motion MOTION by Adelson regarding unbudgeted interunit transfers: MOTION by Adelson regarding the FCCand micropower broadcasting: Discussion. Vote on Adelson motion: MOTION by Shields that the PNB mandates the ED and the GM of WBAI immediately mail to the paid and unpaid staff the surveys of the management evaluation approved by the WBAI LSB, the mailing to be witnessed by several members of the WBAI LSB and the LSB chair. MOTION to amend by Randhawa to refer to ED, GM and LSB ? not seconded Discussion Question called by Cooper - PASSES 11 yes, 5 no Chair presents results of Special Personnel Committee election: Item on extending election deadline: Meeting wrap-up: MOTION to adjourn? MOTION by Olusagun that the PNB support and encourage the WPFW-MASC efforts to sign a memorandum of understating between WPFW and the D.C. Radio Co-op members so as to include said MOU in the reconstruction of the new News Division which is stated as being temporary and experimental until the end of the drive and national elections. Discussion. Some concern that the issue hasn't been fully addressed locally yet. MOTION to amend Olusagun motion by Manning that the PNB acknowledges the great value of the D.C. Radio Co-op MOTION by to amend the amendment by Adelson: and to refer the Olusagun motion to the WPFW LSB Discussion. MOTION by Walker to divide - no objection MOTION to table by Roberts Question on all pending motions as divided called by Spooner Adelson amendment to refer to WPFW LSB Manning amendment to acknowledge D.C. Radio Co-op 2:04pm eastern D.C. meeting of the PNB adjourns Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
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