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 Pacifica National Board PNB Minutes 2004-06-22 PNB Meeting Minutes 2004-06-22 PNB Meeting Minutes
Directors present: Directors not present: Donna Jo Warren, Julie Rodriguez, Also present: Executive Director Dan Coughlin (ED), Lonnie Hicks Chief Financial Officer(CFO) Meeting convened by Chair Mary Durlin, minutes taken by secretary Roger Manning Meeting held via teleconference. Webcast and archived at kpftx.org 8:11 Eastern time pm Quorum present. Chair Durlin convenes meeting.
AGENDA:
1. Call to order, introduction to agenda - 15 minutes
2. Approval of minutes of several recent meetings - 15 minutes MOTION by Adelson to postpone to approve minutes of September PNB meeting
3. Discussion and Vote on resolution that the PNB make 12 policies MOTION by Shields to adopt the policies that were presented by the erc 12 at the PNB meeting in Houston Point of order by Hicks (CFO) that it may be better to consider the items separately Point of order by Spooner that a motion to do this would need to be made by a director. MOTION to amend by Randhawa to separate the question on the items all 12 questions Question called by Roberts on Randhawa motion - PASSES with no objection Randhawa motion - PASSES with no objection Discussion on how to proceed. Shields will read policy. 1 staff will comment, and then 2 pro and 2 con directors will speak per item. Beginning line for the 12 Elections Committee Resolutions: Item 1: read by Shields. 1. That the National Elections Supervisor shall have full independent authority to supervise all aspects of the elections, and to direct national and station management and staff, as necessary, as well as the Local Elections Supervisors, to insure that fair elections are conducted in compliance with the requirements of the bylaws. Discussion. MOTION to amend by Walker to accept ED's recommendation for striking the words "national" , "station management", "staff", and "independent." Not seconded. MOTION by Randhawa to amend item one to read: Discussion. MOTION to extend discussion by Walker. No objection. Discussion extended by one more pro and con on Randhawa amendment. Vote on Randhawa amendment: MOTION by Shields to srtike "and staff" from item one. Discussion. ITEM 1 as amended: Vote on Shields motion: Point of order by Adelson that in such a vote where the chair's vote would change the outcome, the chair needs to indicate whether or not they will vote. The chair doe not vote. Item 2 read by Shields: 2. That the National Elections Supervisor shall designate a secure independent audit procedure to verify member database accuracy in compliance with the bylaws, and shall supervise the updating of the subscribers and donors lists, as well as the paid and unpaid staff lists, at each station, to ensure that the membership rolls meet the requirements of the bylaws. The Local Elections Supervisors and local station management and staff shall work under the direction of the National Elections Supervisor to ensure that the membership lists are as accurate and current as possible. Discussion MOTION by Laforest to substitute "work under the direction " with "work with" as by ED suggestion. MOTION to amend by Walker to substitute "National Elections Supervisor" with "Executive Director" Point of order by Spooner that we need to move through the amendments one at a time. Chair rules that the board will, as agreed in this meeting , vote on the original motion first, and if it fails to accept amendments. MOTION to extend discussion by one more con. No objection. Discussion continues. Point of order by Spooner that discussion should be addressing the amendment. Question called Discussion. MOTION by Roberts to add "in the event that the National Elections Supervisor, EC, and/or CFO have a significant conflict regarding cost or procedures, the matter will be immediately referred to the PNB" SUBSTITUTE MOTION by Adelson that National Elections Supervisor will submit a budget for the independent audit process. Motion withdrawn. Point of order by Spooner that Allen comment is not germane to the motion. Question called: Item 2 as amended: Vote on item 2 as amended: Item 3 read by Shields: 3. That we request of each station that at least once a year in any year in which there is an election, no later than July 31st, the station include an official request for address correction in a regular mailing. Discussion Item 3 PASSES without objection Item 4 read by Shields: In computing unpaid staff production time, 9 hours of preparation time per person shall be computed for each hour of airtime. A paid-staff employee of the station shall be the volunteer supervisor who will create and be responsible for written assignments for each volunteer, giving the date, time and location of the work done, and including the signature of the supervisor attesting to the work completed. Where programs are produced by a collective or group of persons, the collective or group must submit a roster of persons working on each program to the station manager and the unpaid staff organization as well as the supervisor of volunteers; these records may be validated by the Elections Supervisor in determining eligibility to vote as a "listener member." Discussion Vote on original item 4: Point of order by Shields requesting permission to present an alternative version of item 4. Chair rules that she may present the motion after all of the items have been addressed. Item 5 read by Shields: 5. That the National and Local Elections Supervisors' contracts shall include a requirement that written reports be submitted to the National Board of Directors by the National Elections Supervisor and each Local Elections Supervisor at the conclusion of the elections concerning the conduct of the elections, and that they ship the ballots to the Pacifica national office for safekeeping at the conclusion of the elections. MOTION to amend by Randhawa to add that Executive Director will also receive the report. Discussion. Point of order by Spooner/Manning that amendments on the floor must be addressed in order. Discussion Point of order by Manning clarifying amendment procedure. ITEM 5 as amended: Randhawa amendment PASSES without objection. Item 5 as amended PASSES with objection. ITEM 6 read by Shields: 6. That the election supervisors are directed to enforce the Fair Campaign Provisions in a timely manner, determining sanctions within a few days of infractions. In addition, when dealing with a serious infraction that the perpetrator knew, or should have known, was not allowed, it is better to err on the side of strictness, so as to discourage other would-be infringers. When dealing with minor or possibly inadvertent infractions, it is better to err on the side of leniency. When a complaint is filed, the Local Elections Supervisor should promptly notify the candidate, investigate the facts, render a decision, and notify all concerned in writing. Discusion. Concerns over vagueness. MOTION to amend by Olusagun to change 6 to read: Olusagun motion to amend PASSES with out objection Vote on ITEM 6 as amended: ITEM 7 read by Shields: MOTION to amend by Adelson to add "consistent with the remedies described in the bylaws" after "decisions made." Discussion. Vote on Adelson amendment to ITEM 7: ITEM 7 as amended: Vote on ITEM 7 as amended: ITEM 8 read by Shields: ED - MOTION by Spooner to amend by striking " To insure the secrecy of the ballot, ballots shall be returned in a double-blind system, within a sealed unmarked envelope further enclosed in a return envelope marked with an identifying PIN number; " Spooner motion to amend PASSES without objection ITEM 8 as amended: ITEM 8 as amended PASSES without objection Walker was away from the call and for the record objects to item 8 which was just passed. ITEM 9 read by Shields: Discussion. MOTION to amend by Olusagun to change to "shall" to "may" Vote on Olusagun amendment: ITEM 9 as amended: Vote on ITEM 9 as amended: ITEM 10 read by Shields: Brief Discussion. PASSES without objection ITEM 11 read by Shields: Discussion. PASSES without objection ITEM 12 read by Shields: VOTE on ITEM 12: ITEM 12 PASSES 10 yes, 5 no Point of personal privilege by Hicks: Elections policy is still missing clear-cut confirmation process, conflict of interest, budget, elected PNB member need have vetting process. Point of order by Allen - how long will this meeting last? Point of personal privilege by Coughlin asking board to table to remaining items as the meeting has run long and he has to leave the call. Chair moves agenda. MOTION by Shields to substitute for item 4: That a paid-staff employee of the station shall be the volunteer supervisor who will create and be responsible for written assignments for each volunteer, giving the date, time and location of the work done, and including the signature of the supervisor attesting to the work completed. These records must be made available to the Elections Supervisor and may be validated by the Elections Supervisor in determining eligibility to vote as a "listener member." Discussion. MOTION to amend by Manning to strike from the first sentence in the 2nd paragraph "paid-staff employee of the station shall be the", "who", and "written" MOTION to amend Manning amendment by Walker to change "supervisor"
to "coordinator." Manning MOTION to amend as amended PASSES without objection MOTION to amend Manning amendment by Spooner for second paragraph to read: Spooner motion PASSES with out objection Manning amendment as amended by Spooner PASSES without objection Shields motion as amended: That a volunteer coordinator will keep records for each volunteer, giving the date, time and location of the work done, and including the signature of the coordinator attesting to the work completed. These records must be made available to the Elections Supervisor and may be validated by the Elections Supervisor in determining eligibility to vote as a "listener member". Vote on Shields motion:
4. Determine response to WBAI manager regarding request for mediation assistance
-15 minutes MOTION by Lane that Durlin, in consultation with the Executive Director, is authorized to research resources as requested by the WBAI GM for mediation assistance and supply the information to the WBAI GM and Executive Director Discussion. Vote on Lane motion: Discussion.
5. Discussion and Vote on resolution affirming the rights of Treasurers to all information distributed to the Finance Committee - 15 minutes Roberts presents a motion that the Finance Committee approved 9 yes, 1 no. MOTION by Roberts that the Pacifica National Board affirms the right of the Treasurers of the LSBs, acting on behalf of the local Finance Committees, to have absolute access to all financial data, including, but not limited to, salaries, head-count, and source documents which support the budget line items. When confidential information is involved, the information will be reviewed in executive session only by the Treasurers and the LSB members of the Committee. Vote on Roberts motion: MOTION to Recess by Spooner. Withdrawn. Chair moves to item 8 on the agenda without objection. 8. Discussion and vote on recommendation from Governance Committee regarding board involvement in FSRN negotiation - 15 minutes Motion from the Governance committee: 2) That the Executive Director will send to the board by email or FAX no later than June 24th any written proposals he has received from FSRN and an outline of the options he sees for Pacifica and the outcome he would like to see in the negotiations with FSRN. 3) That the board will reconvene on July 1st, to consider and discuss the materials provided by the ED and to give guidance to the board representatives to the negotiations; those portions of the meeting concerning general board philosophy and policy overview concerning the FSRN negotiations will be publicly webcast; however, some portions of the meeting may be held in executive session for more detailed discussions if the board deems it advisable. In accordance with the provisions of the bylaws for closed meetings (Art. 6, Sec. 7). 4) That the final contract must be approved by majority vote of the board of directors to become effective." MOTION to amend by Lane to replace "on July 1st" in part 3 with "at an appropriate time" and remove "and an outline of the options he sees for Pacifica and the outcome he would like to see in the negotiations with FSRN." from in part 2. Vote on Lane amendment: Motion as amended: 2) That the Executive Director will send to the board by email or FAX no later than June 24th any written proposals he has received from FSRN. 3) That the board will reconvene at an appropiate time, to consider and discuss the materials provided by the ED and to give guidance to the board representatives to the negotiations; those portions of the meeting concerning general board philosophy and policy overview concerning the FSRN negotiations will be publicly webcast; however, some portions of the meeting may be held in executive session for more detailed discussions if the board deems it advisable. In accordance with the provisions of the bylaws for closed meetings (Art. 6, Sec. 7). 4) That the final contract must be approved by majority vote of the board of directors to become effective." Vote on main motion as amended: Nominations are opened for the 3 seats on the FSRN negotiating group: MOTION to recess until July2 2004, 5pm Pacific time PASSES with out objection. Meeting recesses at 1:03am eastern
Meeting reconvenes Friday, July 02, 2004 8:07 pm eastern time. Quorum present. Directors present: Directors not present: Donna Jo Warren Meeting convened by Chair Mary Durlin, minutes taken by secretary Roger Manning Meeting held via teleconference. Webcast and archived at kpftx.org Point of order by Kiteka that proper notice was not given for this special
meeting as instructed in the bylaws, Article 6, Section 4 . MOTION by Adelson to move the agenda
6. Motion to reconsider Haiti resolution - 15 minutes MOTION by Manning: Resolved that: Whereas: adoption of any resolution taking an editorial position on an issue
by the Pacifica National Board constitutes a statement by the entire foundation,
it's radio stations, and local boards and therefore is a serious matter ; and
that the vote regarding the Haiti resolution at the June 6th, 2004 meeting failed
to receive a majority of the directors present; MOTION 2 [to be considered at the next PNB meeting]: Resolved that: Whereas adoption of any resolution taking an editorial position on an issue by the the Pacifica National Board constitutes a statement by the entire foundation, it's radio stations, and local boards and therefore is a serious matter, any such resolution shall require a 2/3 approval of all the directors. Discussion Manning calls for the orders of the day. Motion by Kiteka to extend discussion to the end of the current stack - passes without objection. Discussion continues. Lane and Kiteka drop off call in protest. Vote on motion to rescind: MOTION by Spooner that the PNB request that the Executive Director follow through on the Haiti resolution by seeing that an editorial be aired on the 5 stations as directed in the resolution and to report to the PNB on it's airing. Point of order by Manning that motion is out of order because the motion wasn't announced with the notice for this special meeting as is required. The chair rules the motion out of order Spooner says the this motion is related to the motion to rescind and appeals the decision of the chair. Vote to support the chair's ruling that the Spooner motion is out of order:
7. Update on FSRN negotiation by Executive Director - 15 minutes A Joint Statement from FSRN & Pacifica FSRN and Pacifica spent the past weekend (June 19-20) looking at ways to better provide for the needs of the Pacifica community in these critical times. We’ve had a successful weekend and we made significant progress and have come to an understanding on some important and fundamental common issues. FSRN is continuing to work through their collective decision making processes and Pacifica management is working through the established governance structure as set up by the Pacifica Foundation. Out of the respect for the sensitive nature of the process, and to foster the full and frank discussion of the issues, all parties have agreed to keep the content of the discussions confidential until a formal understanding might be reached. We appreciate everybody’s concern and thank-you for your continued support. June 20, 2004
8. Discussion and vote on recommendation from Governance Committee regarding
board involvement in FSRN negotiation [Done during 6-22-04 session] Candidates speak of their applicable experience and brief discussion. 9. Discussion and vote on recommendation from Governance Committee regarding Board/Staff Relations group composition - 15 minutes Recommendation from Governance committee: Discussion and clarification of proposal. MOTION to amend by Schroell to there be 5 directors, one from each station
on the Board/Staff Relations Committee. MOTION to amend the amendment by Roberts that all 5 gms be included MOTION to amend the amendment by Santa to add "and an affiliate director if one chooses to serve." Santa, Roberts and Schroell motions to amend PASS without objection MOTION to amend by Shields to amend the main motion as now amended that the 5 directors from the 5 station rotate through that station's 4 directors, one per quarter MOTION to amend Shields amendment by Olusagun that the decision of rotation be determined that station's directors with the LSB chair Discussion. MOTION by Spooner to refer the issue of Board/Staff Relations group composition
back to Governance Committee. Chair will be setting another Special meeting in the next couple of weeks, possibly July 16. Motion to adjourn by Roberts - PASSES without objection Meeting adjourns 10:25pm eastern Submitted by, Roger Manning, Secretary, Pacifica Board of Directors
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MINUTES OF THE PACIFICA FOUNDATION BOARD OF DIRECTORS