Pacifica National Board
Joint Finance Committee & Audit Committee Special Meeting - June 18, 2007

MINUTES

A special joint meeting of the PNB Audit Committee and the PNB Finance
Committee was convened on June 18, 2007 for the purpose of reviewing a proposed
Foundation Financial Policies and Procedures Manual, pursuant to a resolution
of the Pacifica National Board. The meeting was alternately chaired by Nia
Bediako and LaVarn Williams with Jamie Ross serving as Secretary for the
beginning of the meeting and Terry Goodman serving as Secretary for the end of
the meeting. This being a special meeting, no minutes were approved.


Attendance, Audit Committee

Present: Mary Berg, Jack Van Aken, Don White, Evelyn Bethune, Ambrose Lane,
Carol Wolfe, Nia Bediako, and Jamie Ross
Absent: Ernesto Tico Chacin, Jose Wanzala, Ian Johnston, Sandy Weinmann, Jim
Stotts, and Lisa Davis
Jamie Ross left the call at 9:35 pm EDT.
Carol Wolf left the call at 10:10 pm EDT.


Attendance, Finance Committee

Present: Baruti Bediako, Brian Edwards-Tiekert, Terry Goodman, Lonnie Hicks,
Sandra Rawline, and LaVarn Williams.
Absent: Dave Adelson, Jane Gatewood, Berthold Reimers, Thomas Ruffin, and Bob
Sanborn.

Agenda
Joint Meeting
AUDIT COMMITTEE
NATIONAL FINANCE COMMITTEE
Chaired by Nia Bediako until 9:15 PM
Chaired by LaVarn Williams from 9:15 PM until
1) Roll call (10 mins.)
a) Audit - Jamie Ross
b) Finance - Terry Goodman
2) Approval of agenda (5 mins.)
3) Policies and Procedures Manual Discussion (2 hrs.)
a) Questions and Issues on Content
(1) Revenue and Receipts
(2) Disbursements Accounts & Payable
(3) Payroll and Benefits
(4) Cash and Investment Monitoring
(5) Bank Reconciliation

b) Discussion and actions


4) Next Meeting, if necessary


5) Adjournment 10:30 PM (EDT)




1. Roll Call
A quorum of both committees was in attendance when the meeting was convened by
Nia Bediako at 8:20 pm EDT.

2. Approval of Agenda
The proposed agenda was approved without objection.

3. Polices and Procedures Manual Discussion
There was detailed discussion of the proposed Draft Policies and Procedures
Manual distributed to committee members by the CFO by email in advance of the
meeting. The CFO took notes and made direct changes to the draft during
discussion. Secretaries noted as action items various sections generally felt
to require additional work or follow-up.

The draft used as a basis for the discussion had already been worked on by the
Audit Committee. It had originally been provided to the Audit Committee by the
CFO. It had been reviewed by a working group of the Audit Committee on 5-30-07,
which added suggested changes and queries to the text. It had been further
reviewed by the full Audit Committee on 6-11-07. Finally, it had been reviewed
by the CFO, who responded in text to some of the comments and queries of the
Audit Committee working group.

3a. Questions and Issues on Content

3a(1). Revenues and Receipts

3a(1a). Introduction
There was discussion claiming a changing definition of Listener Support Income
with particular reference to what income is and is not to be included in the
calculation of station assessments for Central Administrative Services. The CFO
will request a statement from the Independent Auditor for possible inclusion in
the policy manual explaining the classification of income required by the
Corporation for Public Broadcasting. The CFO will include in the manual a
clear explanation of the extent, if any, that a different classification will
apply to any station income in Pacifica Central Services assessment
calculations.

3a(1b). Listener Support Pledges and Donations
The names and current titles of individuals at each station serving as Business
Managers, MEMSYS Managers, Development Directors, and Development Managers are
to be identified at the Operations Group meeting scheduled for the July PNB
meeting, and any ambiguities with respect to the allocation of responsibilities
in this section of the draft financial policies resolved accordingly.

3a(1c). Stock Donations
Inclusion or clarification of policy on stock liquidation was requested. Baruti
Bediako and Brian Edwards-Tiekert suggested that policy be clarified to state
that stock is liquidated and money sent shortly thereafter to the station that
received the original donation. Lonnie Hicks said he would supply data
regarding recent stock donations.

3a(1d) Grants

3a(1e) Subsidiary Communications Authority (SCA) Income
The CFO is to resolve a question regarding use of SCA Income in the context of
the Auditor's Report.

3a(1f). Affiliates Revenue
Confirmation that this section reflects current practice was requested.

3a(1g). List Rental Income
Confirmation that this section reflects current practice was received. Lonnie
Hicks clarified that the list in question has been developed by the national
office for fundraising. It is not the same as the stations' membership list. He
said Pacifica received about $8,000 last year from list rental.

3a(1h). Rental Income of Real Property
There was discussion of possibly clarifying the relationship of the National
Office use of space in the KPFA building along the lines of the Pacifica Radio
Archives use of space in the KPFK building. While Pacifica owns both
buildings, related expenses are paid by the individual stations. KPFK gets a
percentage discount on its Central Services assessment, but KPFA does not, in
current practice. The policy is not clear as to whether or not any benefit
will accrue to a station upon the sublease of any portion of the real property
that it maintains.

Nia Bediako surrendered the chair to LaVarn Williams at 9:17 pm EDT.

3a(1i). Central Administrative Services
There was objection to the language "All revenues for PRA are received by the
National Office and allocated to PRA. Monthly central allocations to stations
are based on a net allocation of 19.5% of listener support revenue for all
stations of with the exception of KPFK whose monthly allocation is 18.5%." The
first sentence uses allocation in reference to income while the second sentence
uses allocation in reference to expense (the assignment of debt). Using
"assessment" rather than "allocation" in the second sentence would resolve the
confusion. Baruti Bediako indicated that he would suggest alternative language
by email after the meeting.

Jamie Ross left the call at 9:35 pm EDT. Terry Goodman assumed the Secretary
position for the remainder of the meeting.

It was suggested that the mention in this section of Democracy Now!, Free
Speech Radio News, and possibly the Pacifica Radio Archives and the Pacifica
Affiliates Program invites confusion, since these are funded in a manner other
than by allocation of Central Services fees. It has also been suggested that
the policy document should make clear what ongoing and special expenses the
Central Services assessments are intended to cover and which they are not,
especially with respect to national programming, so as to reduce incidents of
unanticipated bill-backs to stations. The different mechanisms by which
various projects are funded should be clarified, perhaps in one or more
separate sections of the manual. This would include explanation of the CPB
grant funding of FSRN, explanation of the separate funding of Democracy Now!
and where those funds appear in budgets, mail drop and special appeals for the
PRA and/or National Office, and details of the income and expense policies
applicable to the Affiliates Program. The extent and frequency of CFO reports
on these various financial issues to the PNB Finance Committee should be
stated. Justification for the KPFK discount on its Central Services assessment
should be incorporated into the included chart, so that the discount will
expire if the PRA relocates.

3a(1j). Cash Receipts Policy 9:42 pm
The names and current titles of individuals at each station serving as Business
Managers, MEMSYS Managers, Development Directors, and Development Managers are
to be identified at the Operations Group meeting scheduled for the July PNB
meeting, and any ambiguities with respect to the allocation of responsibilities
in this section of the draft financial policies resolved accordingly.

3a(1k). Procedures (General)
The names and current titles of individuals at each station serving as Business
Managers, MEMSYS Managers, Development Directors, and Development Managers are
to be identified at the Operations Group meeting scheduled for the July PNB
meeting, and any ambiguities with respect to the allocation of responsibilities
in this section of the draft financial policies resolved accordingly.

3a(1l). Procedures (Stock Donations)
Clarification was requested to indicate when stock donations would be booked as
income and whether they would be categorized as Listener Support Income subject
to Central Services assessment, particularly if restricted. A separate similar
section may be needed to document policies on investment accounts. It was
requested that the acronyms used in this section be spelled out and suggested
that explaining the handling of an example stock donation might be a good
approach.

3a(1m). Central Services
There was a request for improved clarity in the provided explanation of bank
reconciliation with General Ledger and MEMSYS records. References to the
section on bank reconciliations and a new payables section detailing how
pledges and payments are processed by each system might suffice. The CFO is
requested to develop a timeline for personnel training on new standardized
financial procedures for presentation to the PNB Finance Committee at its July
meeting and/or to the Finance/Operations meeting at the July PNB meeting.

3a(2). Disbursements & Accounts Payable
The PNB Finance Committee should consider working out a job description for LSB
Treasurers, outlining their duties, authorities and responsibilities. Some
clarification is needed from the PNB Finance Committee on the interaction
between Business Managers, LSB Treasurers, and LSB Finance Committees, but
guidelines should be sufficiently flexible to avoid "fixing" a local
relationship when it is not broken.

3a(2a). Introduction

3a(2b). Policy
There was a request to spell out the NTIA acronym.

Carol Wolf left the call at 10:10 pm EDT.

LaVarn Williams surrendered the chair to Nia Bediako at 10:15 pm EDT.

3a(2c). Legal
It was suggested that it be emphasized that the National Office rather than
local stations are to handle all legal matters, perhaps by starting this
section with a simple statement to that effect.

3a(2d). Health Benefits

3a(2e). Central Administrative Services (see the Revenue and Receipts chapter)

3a(2f). Stringers
It was suggested that the policy manual include independent contractors other
than stringers and mention Employer ID numbers as well as Social Security
numbers, for when a firm rather than an individual is contracted to do work. A
brief explanation of the IRS distinction between employees and independent
contractors might also be considered for inclusion.

3a(2g). Payroll
The CFO clarified that the Payroll Manager is a National Finance Office
position.

3a(2h). Petty Cash
The item 10 reconciliation to "Cash Management" should be clarified to indicate
how the reconciliation is to be recorded in the cashbook.

3a(2i). Pacifica Travel Policies and Procedures
These policies and procedures will be included in the draft, but were not
discussed in the meeting.

The teleconference was adjourned without objection to a time certain of
Tuesday, July 10, 2007, beginning at 8:00 pm EDT.


Respectfully Submitted,

Terry Goodman, PNB Finance Committee Secretary
Jamie Ross, PNB Audit Committee Secretary
These minutes were approved by the PNB Finance Committee on 11/29/07.