PACIFICA FOUNDATION RADIO BOARD

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Special Open Continuation Telephone Meeting
January 9, 2014
At Various Locations
8:30 pm (ET), 7:30 pm (CT) and 5:30 pm (PT)

AGENDA



I. Call to Order/Opening Business. Board Vice Chair Heather Gray to
preside. 8:30 pm (ET)

A. Roll Call / Establish Quorum. Establish Time Keeper.


Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence;
AL Present-Arrived Late.
KPFA - Berkeley., CA. KPFK - L.A., CA.: KPFT - Houston, TX.:
WBAI - N.Y., N.Y.:
Brian Edwards-Tickert Lydia Brazon Teresa
Allen Carolyn Birden
Tracy Rosenberg John Cromshow Jessica
Apolinar Janet Coleman
Dan Siegel Brenda Medina
Nancy Hentschel Cerene Roberts
Margy Wilkinson Summer Reese Richard
Uzzell Manijeh Saba

WPFW - Wash. D.C. AFFILIATES: Staff & Counsel:
Benito Diaz Heather Gray
Luzette King Janis Lane-Ewart
Tony Norman
Katea Stitt

B. Motion by Wilkinson re: Agenda Approval Procedure. Wilkinson moves
that it shall be a standing rule of the Pacifica National board that
during agenda setting, debate on each amendment shall be limited to a
maximum of two speakers for and two speakers against. [Added 11-26-13]


C. Agenda Approval. Agenda Approved December 19, 2013.

II. Discuss DC In-Person Meeting Move to Feb. 7-10.
(10 min.)

III. Unfinished Business.

A. Approve FY '13-'14 Budgets. Consideration of: the National Office
Budget, Achieves, and the Consolidated Pacifica Budget. [Added 9-26-13]
Each (10 min.)

B. PNB Election for Proposed Bylaws Amendments. 6 Amendments. [12-19-
13]Each (10 min.)

C. Personnel Committee Matter. Approval of the Personnel Handbook.
[Added 12-19-13]
(10 min.)

D. Motion by Saba re: Establishing Bequest/ Donor Policy Work Group.
(10 min.)
Whereas, Pacifica having surpassed 60 years of existence, and
Whereas, it's long-time listeners and supporters are at an age where they
could consider to bequest/donate part or all of their assets to Pacifica
and/or its member stations,
Be it resolved, that PNB establishes a working group to draft a well-
defined policy and procedure to identify and approach donors and ensure
that all bequests are managed and earmarked in accordance with the wishes
of donors and in compliance with the laws and mission of Pacifica
Foundation. [Added9-26-13]
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Agenda, Special Open Continuation Telephone Meeting, Jan. 9, 2014


III. Unfinished Business. (Continued)
E. Motion by Diaz re: Copy of GM Contract to LSB
(10 min.)
Whereas, the WPFW-LSB is currently in the process of preparing a
performance evaluation of its GM;
Whereas, the WPFW-LSB considers, amongst several factors, the terms of
employment of the particular employee to be evaluated as a part of that
evaluation process;
Whereas, the WPFW-LSB has not, throughout the current general manager's
three year tenure, been able to secure a copy of his employment contract;
Be It Resolved, that the PNB directs the iED to provide the chair of the
WPFW-LSB with a copy of such contract for use by the LSB's MASC
(Management Assessment And Search Committee) particularly, and the LSB
generally, by close of business on Thursday, 9/19/13. [Added 9-26-13]

F. Motion by Hentschel re: Task Force to Restructure Pacifica
(10 min.)

Hentschel moves that the PNB authorize and establish a Task Force to
explore restructuring Pacifica in a manner that will strengthen Pacifica
and offer real support and independence (responsibility) to each station.
[Added 9-26-13]


G. SCA (SIDEBAND) MOTION. From the WBAI LSB. (10
min.)


Be it hereby resolved, that the WBAI Local Station Board recommends to the
Pacifica National Board (PNB) that it approve a policy that ninety-nine
percent (99%) of SCA* rental fees due as of October 1, 2013 for use of any
station's sidebands shall be credited, retroactively if necessary, to that
station's current Central Services accounts and one percent (1%) to the
National Office with copies of all existing contracts being submitted to
the respective General Manager and Local Station Board (LSB), and to the
PNB within 21 days of its passage of this motion, and
That an accounting of all SCA related income and expenses, since January
2009, including billing and payment of legal and collection fees, and
maintenance and upgrade costs, and any other expense, be submitted to the
respective General Manager and LSB, and to the PNB within 45 days of its
passage of this motion, and further
That pending and future contracts are to be signed by both national and
local management with adequate and reasonable submission to the respective
LSB and to the PNB for advance review and feedback. [Added 10-24-13]


H. Motion for GM Evaluation at WBAI.


Birden moves that the PNB instruct the WBAI LSB to complete ASAP a GM
Evaluation, as required by the Bylaws. [Added 11-25-13]
(10 min.)

IV. Committee Reports.

A. Elections Committee. (3 Motions)
Each (10 min.)


1. Whereas, the Pacifica Bylaws, as adopted in 2003 and revised in 2007,
lay out a calendar for Local Station Board elections including specific
dates or periods for establishing membership and candidacy, and for the
mailing and return of ballots, and
Whereas, the Bylaws limit the ability of the Pacifica National Board to
affect the schedule, and in no way gives an Executive Director authority
to change any of those dates or periods, or to do anything beyond
appointing the National Election Supervisor (NES), approving the NES'
choices of Local Election Supervisors, and facilitating the work of the
NES,
Be it hereby resolved, that the Committee reaffirms and recommends to the
PNB that it re-assert to the Interim Executive Director that it is the
national board that is in effect "the Foundation" and that she be
accordingly guided in all future actions.


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IV. Committee Reports. A. Elections Committee. (Continued)

2. The Elections Committee is requesting an update from the I.E.D. on the
status of the reports by Local Election Supervisors on the conduct of the
2012 elections. We have only seen the reports by the WBAI and WPFW
supervisors, which were forwarded to us by the National Election
Supervisor. Have the remaining three been received? If not, were the final
paychecks withheld from those LES's as specified in their contracts?

3. The EC requests a status update from the PNB regarding implementation
by management of the motions sent to the PNB by the EC and passed by the
PNB at its July 11 meeting (regarding directing the iED to have the GMs do
mailings and clean up the membership lists, directing the iED to post the
opening for the
NES forthwith and mandating that the 2013 elections for LSB go forward in
some form). The EC also requests a status update on research carried out
by directors on e-voting providers, which the PNB set as due back by May
9. If further work is needed to implement the e-voting, such as drafting
an RFP, the EC and its working group are available. [Added 8-22-13]

B. Coordinating Committee. (1 Motion)
Each (10 min.)


1. Whereas, the Pacifica National Board (PNB) and its committees and
taskforces work primarily or exclusively via teleconference calls that
each month last dozens of hours,
Be it hereby resolved, that the Chief Financial Officer shall have his
staff compare the cost and services of various providers and include in
the report that is to be provided to the PNB within 60 days, the compara-
tive cost of using a toll number versus a toll-free number and whether
parties using toll number and parties using toll-free number can be on the
same call. [Added 6-27-13]


2. Motion that the PNB closely observe the 12:00 am (Mid-night) (ET)
Limit to PNB Mtgs. [8-22-13]


C. Governance Committee. (5 Motions) Each
(10 min.)

1. The governance committee recommends to the PNB that the 2013 election
go forward with no later than the 60 day delay allowed by the CA
Corporations Code.


2. Move that the PNB shall request the iED to provide, as soon as
possible, a detailed cost accounting of the 2012 Pacifica LSB-elections to
the PNB, to the Governance and Elections committees, and to the five
LSBs.


3. Move to establish the following Timeline for the 2013 Pacifica
Delegates Election:
Request that the PNB meet to approve and announce the 2 month postponement
in open session immediately. [From: http://kewg.org/bylaws/art4sec5.html,
with new dates]Article Four, Delegates, Section 5: Election Time Frame.


. In a Delegate election year, the nominations period for seats
being vacated shall open on June 1 September 1] and remain open
for thirty (30) days, closing on June 30 September 30]. The
national and local election supervisors shall thereafter prepare
the written ballots for each radio station, listing all of the
candidates and setting forth all other information required by
these Bylaws. Ballots shall be

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Agenda, Special Open Continuation Telephone Meeting, Jan. 9, 2014


IV. Committee Reports. C. Governance Committee. (Continued.)


mailed, or otherwise made available, to the Members on August 15
[November 15] (or the following day if August 15 [November 15] is
a mail holiday). To be counted a ballot must be received on or
before September 30 [December 30] (the "Election Close Date").
. All ballots shall be held sealed until the Election Close Date.
If the required quorum of ballots is not received by the
Elections Close Date, then the Elections Close Date shall be
extended by up to four additional weeks until closed by the
National Election Supervisor. The national and local elections
supervisors shall have up to 15 days after the Election Close
Date to count the ballots and to certify the results to the LSBs,
the Board, and the Members, which results must be reported by
October 15 January 15, 2014] or, if the Election Close Date was
extended, by 15 days after the extended Election Close Date, and
shall be posted on the Foundation's and the radio stations'
websites. If no quorum of ballots is obtained by the extended
date, then those Delegates whose terms would have expired upon
the election of new Delegates shall remain in office until the
next regularly scheduled Delegate election.

4. Move that the salaries of all Pacifica employees and all payments to
consultants shall be disclosed to each LSB prior to the beginning of
the budget process. The GM and/or the Treasurer of each LSB shall
forward this information prior to May 1st. [Added 8-22-13]


5. Move that the Governance Committee wishes to inform the PNB that the
motion it passed directing the IED to set up Program Councils at each
station has not been acted on. [Added 8-22-13]

D. Affiliate Task Force.
Each (10 min.)
1. Motion that Ursula Ruedenberg be invited to the PNB to speak about
the Affiliate Program and the impact due to the potential loss of Al
Jazeera English and FSRN. [Added 9-26-13]

2. Motion for verification that the PNB's priority and intention is to
fund FSRN and solidify the Pacifica Foundation's commitment to continue
the FSRN program. [Added 9-26-13]

E. Audit Committee. The Audit committee recommends the retention of
Arminino LLP for the 2013 Pacifica Audit and urges the PNB do this as soon
as possible. Further the Audit committee wishes to remind the PNB that it
is highly recommended to have a CFO in place for the audit. [Added 12-19-
13] (10 min.)


V. Motions Carried Over from 2012.

A. Elections Committee.

1. Revision of Election Timeline.
(10 min.)
Whereas, the Pacifica Bylaws, as adopted in 2003 and revised in 2007, lay
out a calendar for Local Station Board elections including specific dates
or periods for establishing membership and candidacy, and for the mailing
and return of ballots, and
Whereas, the Bylaws limit the ability of the Pacifica National Board to
affect the schedule, and in no way gives an Executive Director
authority to change any of those dates or periods, or to do anything beyond
appointing the National Election Supervisor (NES), approving the NES' choices
of Local Election Supervisors, and facilitating the work of the NES,
Be it hereby resolved, that the Committee reaffirms and recommends to the
PNB that it re-assert to the Interim Executive Director that it is the
national board that is in effect "the Foundation" and that she be accordingly
guided in all future actions.
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V. Motions Carried Over from 2012. A. Elections Committee. (Continued.)

2. Procedures for Processing Complaints about Alleged Violations of Fair
Campaign Provisions. (10 min.)


Move that in order to ensure fair, timely and properly publicized
decisions on complaints
alleging violations of the Fair Campaign Provisions; that the National
Election Supervisor
establishes and publicize the following process:


a. The LES or NES should acknowledge all complaints by email within 48
hours, whenever feasible.


b. If the LES or NES determines that the complaint warrants investigation,
the LES or NES should as quickly as possible forward a copy of the
complaint to the party alleged to have violated the FCP, with instructions
on how and by when that person can file her/his response. If the
complaint is being handled by the LES, both the complainant and the person
complained against should be notified of their right to
appeal any decision to the NES, and any procedure and deadline for doing
so. If the complaint appears without merit, the subject shall be provided
a copy and both subject and complainant shall be notified that no action
will be taken.

c. If the LES or NES finds that a rule was broken, s/he should cite the
rule and explain specifically in what way it was broken. Copies of the
written ruling should be sent to both the complainant and the subject.
d. All decisions on complaints found to be valid should be rendered as
quickly as reasonably possible, however no later than ten days after
receipt.
e. All decisions on complaints found to be valid should be posted on the
Pacifica elections website (to provide guidance to candidates and staff at
all stations) and the affected stations elections.


3. Adequate Time for On-Air Candidate Forums.
(10 min.)




Whereas Article 4, Section 6 of the Pacifica bylaws states, in part: "All
candidates for election as a Listener-Sponsor Delegate shall be given
equal opportunity for equal air time, which air time shall include time
for a statement by candidate and a question and answer period with call-in
listeners." And
Whereas, the PNB's 2009 LSB Election Policy set a standard for on-air LSB
candidate forums to be one hour in length for each 5 candidates, and
Whereas, many LSB candidate forums before and since have followed a
similar formula, and
Whereas, in at least one signal area (WBAI), the recently announced forums
will require 10 candidates to share one hour, and
Whereas, it is critical that all candidates have adequate time to explain
their positions and that listener-members have adequate time to pose
questions via phone and hear answers from all the candidates then on the
air,
Resolved, that the PNB Elections Committee strongly urges the managers at
the 5 stations to ensure that in all signal areas, on-air listener
candidate debates allocate at least one hour for each five candidates. In
addition, the Committee recommends that archives of on-air forums be
posted on each station's website in a visible location.
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V. Motions Carried Over from 2012. A. Elections Committee. (Continued.)

4. Term Limits and Election Results
(10 min.)


Whereas the National Election Supervisor adopted a policy in the 2012 WPFW
elections to award only a one-year Delegate seat to anyone whose term-
limited tenure would preclude them from serving a full three-year term,
regardless of whether their vote total would have otherwise led to them to
obtain a three-year term, and
Whereas in the 2007 election, the National Election Supervisor ruled that
any candidates who would be term-limited before the end of another three-
year term could nonetheless run for said term, provided that they resigned
when they reached their six-year mark, and any candidates in a disparate
manner that awards one candidate a shorter term than another who won fewer
votes,
Resolved, that the Pacifica National Board Elections Committee strongly
urges the National Election Supervisor to change the policy for the 2012
WPFW elections so as to uphold the cornerstone standard that candidates
are awarded three-year or shorter terms based solely on their relative
ranking in the final vote count, and
Further, that the Committee recommends that the Pacifica National Board
adopt a policy for future elections that in any Delegate election in which
more than the customary half of seats in either the
Listener Member or Staff Member category are vacant, three-year-terms
shall be awarded to the highest vote-getters up to the number of seats
usually available in that year's election, and one- or two-year-terms
dependent on the election year cycle to the next highest vote-getters for
the remaining available seats. This shall include any candidate who would
become term-limited during the upcoming one-, two- or
three-year term, although said person shall be required to resign as a
Delegate as soon as they have completed six consecutive years of Delegate
service.

5. Counting of Blank Ballots.
(10 min.)


Move that the Pacifica National Board adopt a policy that, in keeping with
longstanding practice, in all elections held in Pacifica, blank ballots
shall be counted toward quorum.


B. Audit Committee.


1. Provide Audit Reports and Management Letters.
(10 min.)


Move that the Pacifica CFO be directed immediately via email by the Chair
of the Audit Committee to provide the members of the Committee for their
reference and consideration immediately with complete copies of both the
Pacifica Audit Reports of the past five years and the confidential
Management Letters that corresponds to each of them.

C. Other Motions.


1. Requesting Legal Counsel. Aaron Motion (currently sponsored by
Rosenberg).(10 min.)


Whereas, there is a potential for irresponsible abuse of the Director's
privilege to seek counsel thereby incurring financial obligations for the
Foundation without regard to cost; such approval will specify a cost
limit and time limit for the fulfillment of the request. This applies,
but is not limited to advice, review, reports, evaluations and filings.
This does not apply to normal work done in relation to ongoing legal
actions or projects already approved by the PNB. Nothing in this
resolution alters or affects Management's rights and duties to hire
counsel as needed in accordance with the bylaws.
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V. Motions Carried Over from 2012. C. Other Motions. (Continued.)

2. Notice to Rescind Motion on Members Not in Good Standing as Delegate
Candidates.
By Brazon. (Motion to be reconsidered listed below)
(10 min.)


Whereas the Pacifica Foundation should be able to protect itself
from individuals who have a documented record of harmful or
malicious behavior toward the Foundation or any of its members,
Be it resolved that:
The following categories of people are not members in good standing
of the Pacifica Foundation as defined in Article 4, Section 2A and
Article 3 Section 8A of the Pacifica Foundation Bylaws:


1.Individuals whose actions have been declared by a court of
law to be breaches of fiduciary duty, or breaches of the duty
of loyalty or the duty of care.
2. Individuals who have been separated involuntarily from
foundation employment for cause.
3. Individuals who have been banned from station premises due
to threatening behavior or creating an unsafe environment for
others


These definitions of restrictions shall be publicized on the
Pacifica web site. The Foundation shall make an effort annually to
inform the membership of these defined restrictions on good standing
through a combination of email, broadcasts and mailings.


Any member of the foundation may identify another member whose
actions have caused the loss of good standing by giving notice to
the National Elections Supervisor. Any individual whose good
standing is questioned per these restrictions shall be provided with
full due process rights to be notified of the decision
and to appeal it. The initial determination shall be made by the
National Election Supervisor overseeing the foundation's election
process.


If a determination is made that a member is not in good standing,
the individual in question must be notified 15 days prior to the
determination taking effect. Notice required under this section may
be given by any method reasonably calculated to provide actual
notice. Any notice given by mail must be given by first-class or
registered mail sent to the last address of the member shown in the
foundation's records. The right to request a hearing and procedure
for requesting it shall be included in the notice.


The Pacifica National Board will provide an evidentiary appeal
hearing upon request being made before the determination takes
effect. The current sitting board officers (defined in the Pacifica
Foundation Bylaws as the board chair, vice-chair, secretary and the
CFO) will appoint a 3-member panel to hear the appeal. The board
officers may schedule an appeal by whatever method of communication
seems reasonable, including a telephone or video conference. If the
panel upholds the initial determination, that decision may be
appealed to an arbitrator provided the individual pursuing the
appeal waives their right to pursue legal remedies in court.
Pacifica is under no obligation to provide an arbitrator for a 2nd
appeal if a waiver of legal remedies is not signed. In the event an
appeal is successful, good standing status for said individual will
be reinstated.


This policy does not apply prior to the adoption date of this
policy, unless an individual commits a new act that brings them
under the provisions.


VI. Adjournment. 10:30 pm
(ET)