I.   Call to Order and Opening Business - PNB Chair           (1 Min.)<br />
<br />
a.    Roll Call / Establish Quorum - PNB Secretary      (4 Min.)<br />
<br />
For Attendance.    X  Present;  Ab Absent;  Exc Excused Absence;  AL Arrived<br />
Late.<br />
<br />
KPFA - Berkeley, CA:        KPFK - L.A., CA: KPFT - Houston, TX:   WBAI - N.Y.,<br />
NY:<br />
__ Laura Prives  __ Ken Aaron     __ Teresa Allen       __ Nia Bediako<br />
__ Tracy Rosenberg          __ Lydia Brazon       __ Wesley Bethune      __<br />
Carolyn Birden<br />
__ Dan Siegel    __ Ali Lexa      __ Bill Crosier __ Kathy Davis<br />
__ Andrea Turner            __ Summer Reese  __ George Reiter      __ Alex<br />
Steinberg<br />
<br />
WPFW - Washinton. DC:  AFFILIATES:     STAFF & COUNSEL:<br />
__ Ivon Alcime         __ Heather Gray __ Arlene Engelhardt, ED<br />
__ Revalyn Gold        __ Efia Nwangaza      __ LaVarn Williams, CFO<br />
__ Campbell Johnson         __ Andy Gold, General Counsel<br />
__ Marcel Reid         __ John Garry, Recording Secretary<br />
<br />
<br />
      Determine excused absences - Chair<br />
<br />
b.  Designate Timekeeper    (1 Min.)<br />
<br />
Open Session Agenda Approval      (10 Min.)<br />
<br />
Minutes Approval  - Approval of accrued Open Session Minutes (5 Min.)<br />
<br />
Executive Director's Report       (5 Min.)<br />
<br />
Chief Financial Officer's Report  (5 Min.)<br />
<br />
Board Chair's Report   (10 Min.)<br />
          To include any Executive Session Report Outs, and determination of<br />
future teleconference meeting dates<br />
<br />
Approve Financial Recovery Plan - Ken Aaron, FRAT Chair      (30 min.)<br />
Motion from the Financial Reform Audit Taskforce: to approve the Pacifica<br />
Financial Recovery Plan<br />
(approved by the task force with 9 yes votes, 0 no votes, and 1 abstention)<br />
<br />
National Committee Elections      (30 Min.)<br />
<br />
Committee & Task Force Reports<br />
(The first three include motions postponed from earlier PNB meetings; order of<br />
others determined by when committees submit their written reports before the<br />
meeting; time allocated to each determined by content of those reports,<br />
including committee motions)<br />
<br />
Personnel Committee  - Nia Bediako, Chair    (30 Min.)<br />
MOTION 1:   Pacifica Foundation Program Director Search Process<br />
As substituted and now resubmitted for 1/26/12:<br />
<br />
Pacifica Foundation Program Director Search Process<br />
<br />
Whereas Article Seven, Local Station Boards, Section 3: Specific Powers and<br />
Duties, Sec. E. of the Bylaws, reads, "To screen and select a pool of<br />
candidates for the position of station Program Director, from which pool of<br />
approved candidates the station's General Manager shall hire the station's<br />
Program Director. The LSB may appoint a special sub-committee for this purpose"<br />
   (No objection.)<br />
<br />
Be it hereby resolved that the following steps shall be taken in sequence in<br />
order to conduct an approved search for a candidate to fill an open position.<br />
All references below to "National Office" specifically indicate the National<br />
H.R. worker, if one is in place, or if not, the E.D.  (No objection.)<br />
<br />
1.  Where an LSB creates a search sub-committee, the LSB shall specify, in the<br />
motion which creates it, which of the procedures it intends to delegate. Such a<br />
sub-committee shall include a minimum of 7 and a maximum of 11 members<br />
consisting of LSB members, including paid and unpaid staff members, and may<br />
also include non-LSB listener members and non-LSB staff members.  Names, email<br />
addresses, and phone numbers of all sub-committee members shall be sent to the<br />
National Office.  (No objection.)<br />
<br />
2.  The PNB Personnel Committee shall provide a copy of the job description,<br />
candidate evaluation criteria, and, for non-LSB members of a created sub-<br />
committee, a confidentiality agreement to be executed by the sub-committee's<br />
2nd meeting.  (No objection.)<br />
<br />
3.  The LSB or its sub-committee shall arrange through the National Office for<br />
publication of an ad in venues reaching diverse communities per FCC and EEO<br />
guidelines and the ad shall be placed within 7 days of the request. Ad budget<br />
shall be set by the GM and LSB. In addition, an ad shall be posted at the<br />
station's premises, on its website and airwaves, and in its e-newsletter or<br />
other publications. Application period shall be 30-45 days, and applications<br />
shall be submitted to a central location in the National Office and then<br />
distributed, in their entirety, via email to the LSB or its sub-committee and<br />
the GM. (No objection.)<br />
<br />
4. The LSB or its sub-committee shall create a timeline not to exceed six (6)<br />
months to complete its work, including meetings, rankings, interviews, and<br />
reports at each LSB meeting. The timeline shall include a meeting at which the<br />
sub-committee shall receive training from the National Office on laws and rules<br />
concerning the hiring process. The LSB or sub-committee may or may not arrange<br />
a meeting of the qualified candidate finalists with the paid and unpaid staff.<br />
 (No objection.)<br />
<br />
5. All LSB or sub-committee meetings regarding the hiring process shall be<br />
noticed to the public, and held according to the open-meeting provisions of the<br />
Pacifica bylaws.  (No objection.)<br />
<br />
6. To assure equal treatment of all candidates, each interview round shall be<br />
conducted by the same method (e.g., phone, in-person, etc.). (No objection.)<br />
<br />
7.  The LSB or its sub-committee shall formulate a list of standard interview<br />
questions for all candidates. (No objection.)<br />
<br />
8.  The LSB or its sub-committee shall decide on its pool (3-5) and rankings of<br />
recommended candidates using Single Transferable Voting, with LSB or sub-<br />
committee members strongly encouraged to write a brief explanation of their<br />
votes. (No objection.)<br />
<br />
9.  If, as the 6-month mark of the sub-committee's existence approaches, it<br />
appears that the sub-committee will not complete its work, the LSB may reaffirm<br />
the sub-committee and extend its term or reconstitute using the same process<br />
articulated in #1 above.  (No objection.)<br />
<br />
10. In the case of the search sub-committee, it shall write a final public<br />
report explaining the process it went through in its search and<br />
recommendations, and shall also submit a confidential appendix to the LSB<br />
containing the names and rankings of its recommended pool members (3-5), along<br />
with any explanations written by sub-committee members of their votes.  (No<br />
objection.)<br />
<br />
11.  If no sub-committee is created, the LSB shall prepare a public report as<br />
described above and a confidential appendix to the GM containing the names and<br />
rankings of its recommended pool members (3-5), along with any explanations<br />
written by LSB members of their votes.  (No objection.)<br />
<br />
12.  If the selection is made by a sub-committee, the LSB shall in executive<br />
session discuss and vote on whether to accept the candidate pool and rankings<br />
as presented by the sub-committee, or may revisit the pool of qualified<br />
candidates, or review the process.  (No objection.)<br />
<br />
13. As per Article 7, Section 3E of the Pacifica Bylaws, the General Manager<br />
shall make the final decision regarding which individual from the pool shall be<br />
offered the position. Said decision shall be made and reported to the LSB<br />
within a month of receipt of the LSB's recommendations.  (No objection.)<br />
<br />
Development Task Force - Heather Gray, Chair (15 Min.)<br />
Motion 1:  Publicists:<br />
The PNB authorizes acquiring six (6) unpaid publicists within 30 days of the<br />
present date to work at each of the five (5) stations and one head Publicist to<br />
coordinate at National Office.<br />
Passed unanimously at KPFK LSB and by the Development Task Force<br />
<br />
Programming Committee - George Reiter, Chair (30 Min.)<br />
Motion 1: Program Councils:<br />
The PNB directs the executive director to set up Program Councils as management<br />
committees, at each station.<br />
The composition of the committee shall consist of 1/3 staff, selected by  stv<br />
election, 1/3 members of the LSB, also selected by an stv election, and 1/3<br />
listeners, approved jointly by the LSB and the Program Director by a procedure<br />
satisfactory to both.  Terms shall be for the maximum of 2 years, or for an LSB<br />
member, the term on the LSB, whichever is less.<br />
The Program Councils shall serve to provide a collaborative nexus between the<br />
board, the listeners, the staff and the management of the station for the<br />
purpose of implementing the programming policies  of the LSB and PNB.<br />
Specifically, they shall have the power to review programs and vet new<br />
programs, including for compliance with the mission, and recommend changes to<br />
schedules.  They shall provide for adjudication of issues arising between staff<br />
and management, where no other means of doing so exists.   They will set their<br />
own agendas in these regards.<br />
Program directors will serve as non voting ex-officio members of the Program<br />
Councils. The Program Director shall provide an orientation and training to the<br />
members of the Program Council on generally accepted standards of air quality<br />
and the art and science of putting a programming grid together.  Program<br />
Council members have the reciprocal responsibility to educate themselves on<br />
these matters, and to learn more about what goes into radio production and<br />
programming from the programming and production staff. The Programming Councils<br />
 are charged with making recommendations to the Program Director.  If the<br />
program director declines to act on such recommendations, he/she shall report<br />
his/her reasons and respond to dialogue on the issue from the Council.  Such<br />
dialogue shall be made widely available to the listeners.  If  consensus cannot<br />
be reached on a course of action between the Program Director and a majority of<br />
the Council, the Council can appeal the decision to the GM with a vote of 2/3<br />
of its members.  The Council will make a yearly report on its functioning to<br />
the LSB, the Programming committee of the PNB and the listeners, and may make<br />
interim reports to these bodies as it sees fit.  It will solicit input on<br />
programming from the listeners.<br />
All meetings  of the Program Council will be in public session, with the<br />
exception of those that are required to be in Executive Session  by the<br />
Pacifica Bylaws.  The Council shall determine by majority vote whether any<br />
given meeting must be held as an Executive session.<br />
Passed 5-1 by the Development Committee; see separate minority report in the<br />
Committee Report<br />
<br />
Financial Reform Audit Task Force (FRAT) - Ken Aaron, Chair  (15 Min.)<br />
Motion 1:  Business Managers:<br />
"The lines of authority within network management should be specifically and<br />
carefully defined in order to reinforce the position of the CFO in regard to<br />
the station Business Managers in order to ensure the proper financial<br />
management of the Foundation.  Further, the PNB expects business managers to<br />
adhere to network-wide reporting standards and schedules."<br />
approved by a vote of 6 yes, 2 no, 1 abstention<br />
<br />
Coordinating Committee  - Bill Crosier, Chair     (15 Min.)<br />
Discussion of how to get volunteers to help stream  and  archive  PNB  committee<br />
meetings<br />
<br />
Affiliates Task Force - Heather Gray  and  Campbell  Johnson,  co-chairs      (5<br />
Min.)<br />
<br />
Archives Committee     (5 Min.)<br />
<br />
Audit Committee  (5 Min.)<br />
<br />
Elections Committee  - Carolyn Birden, Chair (5 Min.)<br />
<br />
Finance Committee - Tracy Rosenberg, Chair   (5 Min.)<br />
<br />
Governance Committee - Marcel Reid, Chair    (5 Min.)<br />
<br />
Racism and Sexism Committee - Andrea Turner, Convenor   (5 Min.)<br />
<br />
Technology Committee   (5 Min.)<br />
<br />
 Motion postponed from previous PNB meeting  (15 min.)<br />
Motion by Davis:  Quorum<br />
Resolved, that PNB committees be empowered to conduct a meeting in the absence<br />
of a quorum in order to further the committee's business, with the proviso that<br />
any motions other than agenda-setting or the setting the date of the next<br />
meeting be held to the next (quorum) meeting for a vote.<br />
<br />
Unfinished business (start after completion of previous motion)<br />
<br />
a.    Motion by Crosier:  Public Criticism of Staff     (15 Min.)<br />
It is the policy of the PNB that no member of the Pacifica National Board shall<br />
criticize publicly, or demean publicly in any way, members of the staff.  Any<br />
legitimate criticism of the work of staff members that a member feels needs to<br />
be acted on is to be forwarded to the Executive Director or to the PNB for<br />
resolution.  Failure to abide by this policy will be interpreted as action<br />
against the interests of Pacifica, and will be subject to the disciplinary<br />
procedures provided for by the Bylaws for such actions.<br />
<br />
b.    Motion by Steinberg:  Membership Termination Standing Rule   (15 Min.)<br />
Due to possible conflict of interest, any person who has been terminated from<br />
the Pacifica Foundation employment for cause shall be prohibited from<br />
membership in the Pacifica Foundation.  When this type of proceeding is<br />
brought, all due process procedures called for, as noticed to all in the<br />
Pacifica Bylaws, in Robert's Rules of Order (Chapter 20) shall apply.<br />
<br />
c.    Motion by Davis:  Membership re: Malice     (15 Min.)<br />
Be it resolved that any person or member of the Pacifica Foundation that acts<br />
with malice and/or violence and/or levies threats; either verbal or physical<br />
against Pacifica staff or members of the LSB or PNB should be disqualified from<br />
membership and participation in Pacifica governance. Further, any person or<br />
member of the Pacifica Foundation who acts to limit or undermine the fund<br />
raising and or function of the Pacifica foundation or its radio stations and<br />
broadcast licenses should be disqualified from membership and participation in<br />
Pacifica governance. And, that any person or member of the Pacifica Foundation<br />
who acts to undermine, counterbalance, destroy or limit the Pacifica Bylaws<br />
should be disqualified from membership and participation in Pacifica<br />
governance.<br />
<br />
  New Business<br />
<br />
a.  From:   Nwangaza:  (15 Min.)<br />
MOTION 1:  To rescind the motion passed May 12, 2011 regarding the Pacifica<br />
Affiliates Task Force<br />
<br />
b.  From:   Nwangaza:<br />
MOTION 2:   for a Pacifica Affiliates' - Pacifica Foundation Task Force<br />
(30 Min.)<br />
Introduction<br />
The vision for the Affiliates' Program (The Program), at its inception, was<br />
that The Program would facilitate the development, production, broadcast,<br />
exchange and distribution of meaningful and influential progressive content,<br />
provided by both the sister and affiliate stations. The Program was expected to<br />
be a mutually supportive resource, serving its members as a communication hub<br />
and a teaching/learning community.  It would be dedicated to improving both<br />
program content and delivery efficacy, with an ever increasing number of<br />
progressive programs. The programming would be responsive to Foundation and<br />
Afffiliate listener needs and interests and give access to otherwise<br />
unavailable news, arts, and commentary for worldwide radio, internet, and other<br />
possible platforms.<br />
Mission<br />
To achieve this objective, the Affiliates' Task Force was created and charged<br />
with representing the Pacifica Affiliates and being a bridge to the Pacifica<br />
Foundation.  Consistent with the Pacifica Foundation's mission and the Task<br />
Force's charge. The Task Force shall strive to build and maintain an authentic<br />
Pacifica-Affiliate partnership by maximizing Affiliate membership, input, and<br />
participation.<br />
Membership<br />
Any member of an Affiliate or Pacifica station is welcome to participate in the<br />
Pacifica-Affiliates' Task Force.<br />
Voting, Co-Meeting Facilitators and Monthly Meetings<br />
Where voting occurrs, only duly designated station representatives of an<br />
Affiliate or Pacifica station, who has attended three consecutive meetings (the<br />
meeting of the vote and two meetings immediately prior to the vote) shall be<br />
allowed to vote.<br />
Officers<br />
The Task Force shall be convened by PNB assignment.  It shall  elect a pro tem<br />
Facilitator or Facilitators (at least one of whom shall be an Affiliate<br />
Director) for the first three meetings and a Secretary (who shall be any voting<br />
eligible member of the Task Force). The permanent yearly Facilitator(s) shall<br />
be elected at the third regular meeting.<br />
Meetings:<br />
The Task Force shall meet a minimum of once a month and conduct such business<br />
as is consistent with its mission and in the manner prescribed the by-laws of<br />
the Pacifica Foundation.<br />
<br />
c.  from:  Brazon:     (10 min.)<br />
Whereas Director Tracy Rosenberg posted "KPFA: An Open Letter on E-mails" to<br />
Indybay.org news items site on Saturday, April 16, 2011 which included email<br />
communications between attorneys on pending Pacifica matters of litigation,<br />
<br />
Therefore it is resolved that the Pacifica National Board of Directors censure<br />
Director Tracy Rosenberg.<br />
<br />
d.  from:  Rosenberg:       (10 min.)<br />
Motion of censure against the 27 members of the KPFA LSB  for demanding the<br />
disclosure of confidential legal information in an open session of the KPFA<br />
Local Station Board.<br />
<br />
e.  from Birden:       (10 min.)<br />
Whereas, the Bylaws state that "the term of a Director shall be one (1) year.<br />
A Director may serve no more than five consecutive one-year terms.  A Director<br />
shall not be eligible for further service as a Director until one year has<br />
elapsed after the termination of a Director's fifth consecutive one-year term"<br />
(Article Five, Board of Directors of the Foundation, Section 2: Term), clearly<br />
defining the firm limit of "five consecutive one-year terms" for all Directors,<br />
and<br />
<br />
Whereas, this term limit was not separately addressed in the motion that set up<br />
selection procedures for the Affiliate Directors, it is<br />
<br />
Resolved, by the Pacifica Foundation Board of Directors, that this limit (five<br />
consecutive terms) required in the Pacifica Bylaws shall also apply to the<br />
number of consecutive terms permitted by Affiliate Directors.<br />
<br />
Adjourn (time certain) (10:00 pm EST)<br />