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Agenda Pacifica National Board Friday, July 2, 2010 |
PACIFICA FOUNDATION
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Pacifica National Board Teleconference Meeting
8:30 p.m. (ET), 7:30 p.m. (CT) and 5:30 p.m. (PT)
July 2, 2010
Open Session AGENDA
I. Call to Order and Opening Business. PNB Chair George Reiter.
a. Roll Call / Establish Quorum. Recording Secretary Richard Uzzell.
Establish excused absences and timekeeper.
(3 Min.)
For Attendance. X Present; Ab Absent; Exc Excused Absence; AL Arrived
Late.
KPFA - Berk., Ca.: KPFK - L.A., Ca.:
KPFT - Houston, Tx.: WBAI - N.Y., N.Y.:
Shahram Aghamir Shawn O'Brien
Bill Crosier Nia Bediako
Tracy Rosenberg Leslie Radford
Alberto Luera Kathy Davis
Andrea Turner Summer Reese
George Reiter Jennifer Jaeger
Joseph Wanzala Ricco Ross
Richard Uzzell Alex Steinberg
WPFW - Wash. D.C.: AFFILIATES: STAFF & COUNSEL:
Alonso Brown Jim Bennett Arlene
Engelhardt, ED
Campbell Johnson Efia Nwangaza LaVarn
Williams, CFO
Kimory Orendoff Ricardo deAnda, Int. Gen. Counsel
Marcel Reid
II. Acknowledgements. (5
min.)
III. Chair's Report
(1 min)
IV. NES Report (15 min)
V. Unfinished Business.
b. Governance Committee Motion Carried-Over From Earlier Meetings.
(20 min.)
Governance Committee Motion. At the request of the Chair of the PNB, and
upon presentation of specific policies or directives that the chair
declares an LSB is refusing to follow, and declaration by the Chair that
reasonable attempts to obtain compliance have failed, the PNB, after
hearing from the directors of a station that is said to be refusing to
implement PNB policy or directives, shall be entitled, by a majority vote
of the remaining directors, to deny voting rights to the directors from
that station until such time as the policy or directives are followed.
These voting rights shall be reinstated upon certification by the chair
that the policies or directives are being followed, or by a vote of the
PNB when presented with a request from the affected LSB to do so, stating
that they are now in compliance. Such vote shall be taken as a first order
of business in any meeting to which the request is made.
Two Substitute Motions and an amendment to the Governance Committee
Motion.
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Pacifica National Board Teleconference Meeting, Open Session Agenda
July 2, 2010
1. Radford substitute motion. In the instance that an LSB does not
undertake an action mandated by the PNB, the PNB may undertake the
following progressive steps to resolution:
a. The PNB should form a committee to investigate the situation, and if
the situation is found to be that the LSB is operating outside of the
Mission and Bylaws of Pacifica, the PNB may issue a letter to the LSB
requesting compliance, with a reasonable deadline, which may be the same
as the deadline attached to the action, if desired.
b. If the LSB does not meet that deadline, the PNB may authorize that
LSB's director delegation to mediate any impediments to reaching
compliance, and the PNB may impose a deadline to complete the mediation if
desired.
c. If the mediation is unsuccessful, the directors from the noncompliant
LSB may be authorized to complete the PNB directive on behalf of their LSB
to bring about compliance."
2. Young substitute motion. The Pacifica National Board may pass a
resolution of non-recognition declaring a Local Station Board to not be a
part of Pacifica Foundation's governance and its acts to be void,
including the election of Directors that may occur at the time of this
finding, and denying to that Local Station Board the use of Pacifica
resources and access to Pacifica private information. A determination of
non-recognition can only be made by: (A) 55% vote of all Directors; (B) a
written finding that the seating of Delegates to that station board is not
proper; and (C) following written notice of this finding to Local Station
Board members whose seating is deemed in-valid by the Pacifica National
Board and a fifteen-day opportunity to cure the improper seating. The non-
recognition will be terminated upon the vote of 55% of Directors that the
proper seating has been accomplished.
3. Wanzala amendment motion..
Upon receipt of a complaint or appeal by Local Station Board ("LSB")
members and/or by directors representing the station in question, that an
LSB is refusing to implement PNB policy or directives, and that reasonable
efforts by the complainant LSB members to obtain compliance have failed,
the PNB, after hearing from the LSB members and/or from
the directors of the station in question shall make a determination as to
whether the LSB's refusal to follow the PNB directive is justified.
If the PNB finds that the non-compliance is not justified, the PNB shall,
pursuant to Roberts Rules give seven days notice to the LSB members who
voted to support non-compliance notice of a vote by the PNB to suspend the
LSB members for [a period to be determined by the PNB on cases by case
basis?]. (see note below*)
The delegates will be reinstated upon certification by the PNB Chair that
the policies or directives are being followed, or by a vote of the PNB
when presented with a request from the affected LSB to do so, stating that
they are now in compliance.
If during the period of suspension the delegates from the LSB in question
do not pledge to reverse their vote and come into compliance, the PNB
shall take a vote as to whether to implement Article Four, Section 9.
(Removal of Delegates).
Upon the fair and reasonable determination, by a " vote of all the
Directors of the Foundation, or a 2/3 vote of all the Delegates for the
same radio station as the Delegate in question, at a meeting on
said issue, after a review of the facts, that, in its sole discretion,
said Delegate(s) has (have) exhibited conduct that is adverse to the best
interests of the Foundation or the radio station.
If the vote is affirmative, the PNB shall give all the delegates thirty
days notice of a vote to remove them. In the event of a removal proceeding
pursuant to this Section 9(D) or 9(E), the
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Pacifica National Board Teleconference Meeting, Open Session Agenda
July 2, 2010
Delegate(s) must be afforded reasonable and appropriate due process
according to the circumstances, including notice and an opportunity to be
heard at the meeting. Such vote shall be taken as a first order of
business in any meeting to which the request is made. A Delegate removed
pursuant to this Section 9(D) or 9(E) shall not be eligible for re-
election as a Delegate for a period of three (3) years.
[* "An organization or assembly has the ultimate right to make and enforce
it's own rules, and to require that it's members refrain from conduct
injurious to the organization or it purposes."
{ RRO p. 624/l.7} That is exactly what we are doing here.
Further, "Punishments that a society can impose generally fall under the
headings of reprimand, fine (if authorized in the By-Laws), suspension or
expulsion." {RRO p. 624/l. 20} Suspension requires a majority vote.
Expulsion requires a 2/3rds vote. {RRO silver lined P.46}
Also, "any member found guilty of conduct described, for example, as
tending to injure the good name of the organization, disturb its well
being, or hamper it in its work" can face any of the punishments laid out
above. {RRO p. 630 l. 2} Finally, 'in any society, behavior of this nature
is a serious offense properly subject to disciplinary action, whether the
By-Laws make mention of it or not." {RRO p.630l.5}]
c. Crosier motion. That Pacifica management should provide monthly
written reports to the PNB containing:
(10 Min.)
1. Income statements showing comparison of actuals to budget for
all units (showing most recent month plus year-to-date figures)
2. Cash in bank for all units (this could be a balance sheet)
3. Central Services paid, and related transactions between NO and
the other units
4. Report of recent fund drives at stations, including pledge
total, actual cash taken in, number of days, and goal
5. Report on unpaid obligations to creditors
And that, Pacifica management should provide periodic (at least quarterly)
cash flow forecasts based on realistic projections to the PNB.
Bediako motion to amend to add#6: Provide a listing of the most
recent bank reconciliations reviewed for every bank account of the
Foundation.
d. Johnson motion about Off Air Fundraising Strategy
(10 min)
Whereas, the WPFW LSB recognized the difficult financial circumstances
facing the station and network;
Whereas, in regard to these financial difficulties, WPFW's Finance
Committee in July presented to the station management a detailed "WPFW
FY2010 Budget 'Off Air' Revenue Strategy," based on the expressed
fundraising concerns and interest of the Interim General Manager;
Whereas, the proposed Revenue Strategy, estimated FY2010 revenues of more
than $70,000, with a negligible outlay for expenses; and,
Whereas, this proposed Revenue Strategy requires the active participation
of three to six volunteers for each of the months, March thru September
2010; and,
Whereas, other stations may be able engage their LSBs to implement "off
air" revenue strategies based on proven projects that have been previously
successful in their stations or may be applicable in regard to successes
experienced at other stations;
Be it hereby RESOLVED, that the PNB supports the implementation of similar
"off air" revenue strategy by all station LSBs in collaboration with their
respective station managements and we hereby urge the station managements
to actively engage in good faith with their respective LSBs,
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Pacifica National Board Teleconference Meeting, Open Session Agenda
July 2, 2010
the Executive Director, National Office and National Finance Committee to
make recommendations on specific events that may be applicable at various
stations in the network;
Be it hereby RESOLVED, that the PNB will use its best efforts to advocate
for and encourage all LSBs to participate in implementing similar revenue
strategies in collaboration with their respective station managements in a
cost effective manner.
e. Radford motion to create a Pacifica Five-Year Governance Plan.
(10 min)
Resolved that, within two months of the ratification of this motion, each
standing committee and task force shall provide for approval by the
Pacifica National Board a five-year committee plan that advances the
Pacifica Mission and provides security and progress for the Foundation,
and that these plans together shall become the Pacifica Five-Year
Governance Plan.
And that each committee shall include in their plan annual milestones, and
shall report on the accomplishment of the milestones at each January in-
person Pacifica National Board meeting.
And that each committee subsequent to the first shall provide for PNB
approval revisions to the committee plan no later than the March PNB
meeting, to be incorporated into the Pacifica Five-Year Governance Plan.
f. Davis motion that PNB committees not double up on meeting dates.
Once a committee has been scheduled that date will be allowed to stand
uncontested by additional committees." (5 min)
g. Bediako Motion to Rescind Motion on LSB Security adopted at April 6
Meeting. (10 min)
The Motion on LSB Security adopted at April 6 Meeting as Passed April 6,
2010.
1. Pacifica shall have a zero tolerance policy for violence or threats of
violence at its LSB meetings.
2. The Chairs of each LSB are hereby specifically empowered, at their
discretion, to remove from a duly called meeting of the LSB any person
who engages in violence, or threats of violence, against another person
during the meeting.
3. Members of an LSB who engage in violence, or threats of
violence, against another person during a duly called meeting of the
LSB shall be subject to immediate removal from the meeting at the
discretion of the Chair, and shall also be subject to suspension from
membership on the LSB by majority vote of the other LSB members present
and voting at a subsequently called meeting of the LSB. Any member
suspended by his LSB for violating this non-violence policy shall be
denied access to any meetings of the LSB, and to facilities of the
Foundation.
4. The Chairs of each LSB are hereby specifically empowered to
remove from a duly called meeting of the LSB any member who has been
suspended from membership on the LSB for engaging in violence, or
threats of violence, against another person during a meeting of the
LSB.
5. The Executive Director and respective station managers are
hereby authorized to hire and appoint a Sergeant at Arms, at the
request of a Chair of an LSB, to enforce the removal directives of the
Chair, as set out herein.
6. The Executive Director shall distribute this Zero Tolerance on
Violence policy to each and every member of an LSB.
7. The Chair of each LSB shall distribute copies of this Policy
to LSB members as the first order of business at the LSB's next
scheduled meeting.
Motion to Amend Motion on LSB Security adopted at April 6, 2010 PNB
Meeting (Reiter)
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Pacifica National Board Teleconference Meeting, Open Session Agenda
July 2, 2010
Section 3 shall be amended to read: (10
min)
Members of an LSB who engage in violence, or threats of violence,
against another person during a duly called meeting of the LSB shall be
subject to immediate removal from the meeting at the discretion of the
Chair, and shall also be subject to suspension from membership on the
LSB by majority vote of the members of the Assembly of Delegates of the
station present and voting at a subsequently called meeting of the
Assembly of Delegates. Any member suspended by his Assembly of
Delegates for violating this non-violence policy shall be denied access
to any meetings of the LSB, and to facilities of the Foundation.
h. Uzzell motion to amend the Affiliate Structure motion passed April 24,
2010 (20 min)
i. Radford Motion to rescind the staff registry motion.
(10 min)
j . Steinberg moved that
(10 min)
Whereas a request was made by mail on May 3, 2010 to the iGM of WBAI by
a Director of the Pacifica National Board to present a contact list of
WBAI staff so that they may be contacted in relation to the work of a
committee of the WBAI Local Station Board,
Whereas as of this date, May 14, 2010, the requested list still has not
been provided, nor any explanation as to why it has not been provided,
Be it resolved that the Pacifica National Board directs the Executive
Director to order WBAI management to produce the requested list
immediately. (10 min)
VI. Meeting Adjournment. 10:50 PM ET
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