Pacifica National Board-Teleconference (Open Session)

8:30 PM EDT, 7:30 PM CDT, 5:30 PM PDT (scheduled)

Originating in Various Locations

Thursday, October 25, 2012

Meeting Minutes

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:37 PM Pacific Daylight Time
with an initial quorum of 16.

a. Roll Call / Establish Quorum

Eighteen members were present, constituting a quorum:
Ken Aaron (KPFK), Ivon Alcime (WPFW), Teresa Allen (KPFT), Nia Bediako (WBAI),
Wesley Bethune (KPFT), Carolyn Birden (WBAI), Lydia Brazon (KPFK),
Bill Crosier (Vice-Chair, KPFT), Heather Gray (Affiliates), Campbell Johnson
(WPFW),
Ali Lexa (KPFK), Efia Nwangaza (Secretary, Affiliates), Laura Prives (KPFA),
Summer Reese (Chair, iED, KPFK), George Reiter (KPFT), Tracy Rosenberg (KPFA),
Dan Siegel (KPFA), Alex Steinberg (WBAI).

Two members were absent: Kathy Davis (WBAI), Marcel Reid (WPFW).

Two members were excused: Revalyn Gold (WPFW), Andrea Turner (KPFA).

Also present: John P. Garry III (Recording Secretary).

The Agenda for this meeting can be accessed at KPFTX.org

I.b. Determine Excused Absences (5:40)

The excused absence requests of Gold and Turner approved without objection.

I.c. Designate Timekeeper (5:40)

Reiter volunteered to be the timekeeper.

II. Open Session Agenda Approval (5:41)

Reiter moved to amend the agenda: Recently passed amendments to the PD Search
Motion shall be included in the Agenda. Johnson seconded. Passed without
objection.

Rosenberg requested an opportunity to make a statement in open session
regarding an agenda change being made in executive session that has become a
matter of public discussion. Without objection, the Chair granted Rosenberg a
point of personal privilege for five minutes at the end of the open session.

Steinberg moved that Unfinished Business Item d. "Motion by Davis: Membership
re: Malice" be moved to after the ED Report and CFO Report. Birden seconded.

Point of order from Steinberg: Counsel should weigh in when the motion is under
discussion.

Motion passed by a roll call vote: Yes-8, No-7, Abstain--2

Yes-Aaron, Allen, Birden, Crosier, Gray, Lexa, Rosenberg, Steinberg.
No-Bediako, Bethune, Brazon, Johnson, Nwangaza, Prives, Siegel.
Abstain-Alcime, Reiter.
Present not voting-Reese.

Crosier moved to move New Business item "Motion from Campbell Johnson--rescind
motion on in-person meeting" to after the CFO Report. Allen seconded.

Motion passed by a roll call vote: Yes-11, No-3, Abstain-3.

Yes-Alcime, Allen, Bediako, Bethune, Birden, Brazon, Crosier, Gray, Johnson,
Prives, Siegel.
No-Aaron, Nwangaza, Reiter.
Abstain-Lexa, Rosenberg, Steinberg.
Present not voting-Reese.

Allen moved to approve the amended Agenda. Campbell seconded. An objection was
heard.

Allen moved that the PNB shall meet Thursday, November 1 if a national budget
is ready, if not, the PNB shall meet on November 8. Motion withdrawn. Crosier
recommended a meeting for next week. Allen seconded. Aaron called for the
orders of the day. Without objection, the Chair committed to address the
question of a meeting next week later,

Motion passed by a roll call vote: Yes-13, No-3, Abstain-0.

Yes-Aaron, Alcime, Allen, Bethune, Birden, Crosier, Gray, Johnson, Lexa,
Reiter, Rosenberg, Steinberg, [one member unrecorded].
No-Bediako, Brazon, Nwangaza.
Present not voting-Reese.

III. Open Session Minutes Approval (6:23)

The open session minutes of October 18, 2012 were approved without objection.

IV, V. PNB Chair Report / iED Report (6:25)

The Chair (serving as iED) reported and committed to submit a written report.
Discussion followed.

VI. Chief Financial Officer's Report

Omitted due to the excused absence of the CFO.

V. Motion from Campbell Johnson-rescind motion on in-person meeting (6:33)

Whereas, the Pacific Auditor's report has for a second year stated
"Accordingly, substantial doubt remains as to the ability of the Foundation to
continue as a going concern as of the date of this report."

Whereas, the expenses for in person Pacifica National Board Meetings totaled
approximately $55,000 for the two in-person meeting held to date and,

Whereas, the board must weigh the gravity of Pacifica's fiscal challenges with
that of the bylaws meeting schedule and,

Whereas the Pacifica National Board members has the ultimate fiduciary
responsibility to act accordingly on behalf of the Pacifica Foundation.

Therefore, it is resolved: That the Pacific National Board shall cancel its
planned third meeting for calendar year 2012.

Crosier seconded. Reiter moved to move this motion to the closed session, first
item. Lexa seconded.

Motion passed by a roll call vote: Yes-10, No-7, Abstain-0.

Yes-Aaron, Alcime, Bethune, Birden, Crosier, Gray, Lexa, Reiter, Rosenberg,
Steinberg.
No-Allen, Bediako, Brazon, Johnson, Nwangaza, Prives, Siegel.
Present not voting-Reese.

VI. Motion by Davis: Membership re: Malice (6:41)

Be it resolved that any person or member of the Pacifica Foundation that acts
with malice and/or violence and/or levies threats; either verbal or physical
against Pacifica staff or members of the LSB or PNB should be disqualified from
membership and participation in Pacifica governance. Further, any person or
member of the Pacifica Foundation who acts to limit or undermine the fund
raising and or function of the Pacifica foundation or its radio stations and
broadcast licenses should be disqualified from membership and participation in
Pacifica governance. And, that any person or member of the Pacifica Foundation
who acts to undermine, counterbalance, destroy or limit the Pacifica Bylaws
should be disqualified from membership and participation in Pacifica
governance.

Steinberg moved to amend: Delete "And, that any person or member of the
Pacifica Foundation who acts to undermine, counterbalance, destroy or limit the
Pacifica Bylaws should be disqualified from membership and participation in
Pacifica governance."

Birden seconded. Amendment passed without objection.

Steinberg moved to amend: Replace the last sentence with "And, that any person
or member of the Pacifica Foundation who acts to undermine, counterbalance,
destroy or limit the Pacifica Bylaws should be disqualified from membership and
participation in Pacifica governance." Crosier seconded. No vote taken.

Sigel moved to refer to counsel. Allen seconded. Failed by substitution.
Without objection, time was extended sufficiently to finish the stack.

Aaron moved to substitute: Refer this motion to the Governance Committee and
use existing policies of other non-profits. Bediako seconded.

The substitute motion passed by a roll call vote: Yes-12, No-4, Abstain-0.

Yes-Aaron, Alcime, Allen, Bediako, Bethune, Crosier, Gray, Johnson, Lexa,
Prives, Reiter, Rosenberg, Siegel.
No-Birden, Brazon, Steinberg, [one member unrecorded].
Present not voting-Reese.

The new main motion to refer passed by a roll call vote: Yes-13, No-3, Abstain-
0.

Yes-Aaron, Alcime, Allen, Bediako, Bethune, Crosier, Gray, Johnson, Lexa,
Prives, Reiter, Rosenberg, Siegel.
No-Birden, Brazon, Steinberg.
Present not voting-Reese.

VII. Committee & Task Force Reports

Governance Committee (7:08)

Reiter (Governance Committee Chair) presented the following motions:
Motion 1: KPFK LSB PD candidate vote
Due to lack of bylaws mandated notice to all KPFK LSB members, the Sept 16th
vote of the KPFK LSB on the presentation of a PD candidate list is declared
null and void.

No vote can go forward XXXX
(Approved by committee: 6 yes, 4 no)
(postponed from the Sep. 20, 2012 PNB meeting)

Brazon moved to move this motion to the closed session. Johnson seconded.
Failed by substitution.

Rosenberg moved to substitute: Postpone to the next meeting. Allen seconded.
Passed without objection.

The new main motion to postpone passed by a roll call vote: Yes-9, No-5,
Abstain-1.

Yes-Aaron, Alcime, Allen, Birden, Crosier, Gray, Lexa, Rosenberg, Steinberg.
No-Bediako, Brazon, Johnson, Prives, Siegel.
Abstain-Reiter.
Present not voting-Reese.

Motion 2: Encourage bargaining unit at KPFT
The Governance Committee recommends to the Pacifica National Board that in
order to ensure an even playing field for all Pacifica employees at all
Pacifica stations, eligible employees at KPFT-FM be encouraged to consider
forming a bargaining unit. If that proves difficult due to the small size of
the potential unit, then employees are encouraged to look into an accretion
request with the nearest geographical Pacifica bargaining unit, in this case
the AFTRA unit in Los Angeles. (approved by committee Aug. 20, 2012, 6-0-3)

Reiter moved to amend: Delete the last sentence. Bediako seconded.

Motion to amend failed by a roll call vote: Yes-3, No-5, Abstain-7.

Yes-Birden, Brazon, Reiter.
No-Alcime, Bediako, Crosier, Lexa, Rosenberg.
Abstain-Aaron, Allen, Gray, Johnson, Prives, Siegel, Steinberg.
Present not voting-Reese.

The main motion failed by a roll call vote: Yes-0, No-11, Abstain-3.

No-Aaron, Alcime, Allen, Bediako, Brazon, Crosier, Johnson, Prives, Reiter,
Siegel.
Abstain-Lexa, Rosenberg, Steinberg.
Present not voting-Reese.

Point of personal privilege from Rosenberg: Made a statement regarding a PNB
closed session and misperceptions arising the same.

The meeting adjourned at 7:37 PM due to the expiration of time. The Board
reconvened in executive session from 7:43 PM to 9:24 PM PST.

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on November 8, 2012)