Minutes of the KPFK Local Station Board Meeting of 07/01/08

(Draft - Subject to LSB Approval)

A regular meeting of the KPFK Local Station Board was held on Tuesday, July 1,
2008 at the Workmen's Circle, 1525 S. Robertson Blvd., Los Angeles, CA 90035.
Ricco Ross served as chair, Sue Cohen as Secretary Pro-Tem. No minutes were

Twenty-one members were present, constituting a quorum: Grace Aaron, Dave
Adelson, Jonathan Alexander, Chris Condon, Lich Doan, Israel Feuer, Sherna
Berger Gluck, Jan Goodman (left early), Sean Heitkemper (left early), Ian
Johnston, Tracy Larkins (arrived late), Ali Lexa, Shawn Casey O'Brien, Shel
Plotkin (left early), Reza Pour (left early), Margaret Prescod, Summer Reese,
Ricco Ross, Jack VanAken, Donna Warren (left early), Steve Weatherwax, and Yosh

Two members were excused, having requested an excuse prior to the meeting:
Yolanda Anguiano and Leslie Radford.

One member was absent: Gabrielle Woods.

Also present: Executive Director Nicole Sawaya (left early), Community Advisory
Board Chair Kwazi Nkruma (left early), Secretary Pro-Tem Susan Cohen, and
approximately twelve listener-sponsors.

Authority and Notice: This meeting was authorized by the adoption of a regular
meeting schedule on May 7, 2008. Notice was posted on the KPFK web site
beginning on June 22, 2008, updated on June 28, 2008 (see Appendix A).
Announcements were broadcast beginning seven days before the meeting, pursuant
to the schedule recommended in the Foundation bylaws.

I_Call to Order
The public meeting was convened by Ricco Ross at about 7:50 pm, subsequent to
the adjournment of a closed session (minutes to be prepared separately). A
Minute of Silence was observed in memory of Don White. Delegate Alternate
Christopher Bayard Condon was provisionally seated on the LSB, without
objection. Jan Goodman was appointed timekeeper.

II_Introduction & Q&A of GM & ED
Pacifica Executive Director Nicole Sawaya addressed the LSB and introduced new
KPFK General Manager Sean Heitkemper, who also addressed the LSB. There were
questions from LSB Members and approximately seven minutes of questions from
the public, answered by the GM.

III_Motion for Excused Absences
Motion from Adelson to excuse the absences of Yolanda Anguiano and Leslie
Motion passed, without objection.

IV_Review and Approval of the Agenda
Motion from Adelson (as multiply amended) to adopt an agenda.
Motion passed without objection (see Appendix B).

Point of order from O'Brien that amending or rescinding the Ethics Committee
motion is improper until the committee has been constituted.
Not well taken. The point is dilatory during agenda approval, but may be in
order when an approved agenda item comes up for consideration.

V_Community Advisory Board Report
CAB Chair Kwazi Nkruma updated the LSB regarding the recently reconstituted
Community Advisory Board. Chris Condon withdrew from the CAB to accept the
office of KPFK Delegate (see Governance Committee Report, Appendix C).

Motion by Yamanaka to recess for 30 minutes and convene a meeting of delegates
to consider recommending approval of proposed bylaws amendments, as noticed.
Motion passed without objection.

The LSB recessed for the Delegates Meeting and re-convened after its

VI_ PNB Directors' Reports
The Directors present reported on activities of the Pacifica National Board.

Motion from Prescod:
Whereas we recognize the high costs of governance, and the need to rein in
these costs by any reasonable means at our disposal;

Whereas we acknowledge, with gratitude, the efforts being made to cut costs of
the "in-person" PNB meetings for the remainder of the calendar year;

Whereas the Pacifica Foundation finds itself in a grave financial crisis, where
every expenditure must now be weighed as to how vital it is to our survival as
a network;

Whereas a July in-person meeting to be held in Washington DC will cost the
Pacifica Foundation at least $20,000;

Whereas the Pacifica National Board in supporting a July 2008 in-person meeting
is running counter to strong urgings from our Executive Director and Chief
Financial Officer to reduce the number of in-person meetings;

Whereas the despite the serious financial crisis facing the foundation, the
Pacifica National Board has directed the CFO of the Pacifica Foundation to
extract cash directly from fund drive receipts to fund a July in-person

Whereas several members of KPFK's staff strongly oppose this action by the PNB
and suggest that the PNB explore alternative and cheaper methods of meeting;

Whereas at least 2 member stations have already passed a motion allowing the
PNB, given the present financial crisis to by-pass the by-laws requirement for
4 in-person meetings per year;

Whereas thus far 43 KPFK listeners and some staff have signed a statement of

We the KPFK Local Station Board, strongly encourage the PNB to find an
alternative method of conducting the business of the Foundation without a July
in-person meeting that will allow for full participation of the Pacifica
National Board as well as listener members and staff of the DC station WPFW.

Motion passed by a roll call vote after five minutes of public coment.
Yea- 8 (Adelson, Alexander, Gluck, Johnston, Larkins, Prescod, VanAken,
Nay- 7 (Aaron, Condon, Feuer, Larkins, O'Brien, Reese, Yamanaka)
Abstain- 2 (Doan, Lexa)

Motion from Gluck to continue this meeting to the next scheduled LSB meeting.
Motion passed by a show of hands.
Yea: 8; Nay: 4; Abstain: 4

Notice from Reese that the Finance Committee will meet the evening of July 22,
2008 so that LSB members can provide input to FY'09 budget discussions.

Motion from Gluck that the chair after polling the body by email should call a
special LSB meeting to discuss the budget.
Motion passed by a show of hands.
Yea: 16; Nay: 0; Abstained: 0

XI_ Listener Comments
About 10 minutes of public comment was heard.

Motion from Aaron to adjourn.
Motion passed by a show of hands.
Yea: 8; Nay: 4; Abstained: 4

The meeting was adjourned at 11:25 pm.

Susan L. Cohen
Secretary Pro-Tem

Appendix A - Meeting Notices

NOTICE - KPFK LSB Closed and Open, 07/01/08, 7:00 pm

The KPFK Local Station Board will meet in closed session regarding legal
matters at 7:00 pm on Tuesday, July 1, 2008 at The Workmen's Circle, 1525 S.
Robertson Blvd., Los Angeles, CA 90035-4231 (310-552-2007). A regular meeting,
open to the public, will following immediately after the conclusion of the
closed session at approximately 7:45 pm.

The Workmen's Circle (http://www.circleso cal.org) is a few blocks south of
Pico Blvd. on Robertson. By freeway, take the 10 Fwy to Robertson and go north
on Robertson for under 2 miles. For exact directions enter starting and ending
addresses and zipcodes at http://www.mapquest.com/directions/.


UPDATE - KPFK LSB & Delegates, 7/01/08, 7:00 pm

The KPFK Local Station Board will meet in closed session regarding legal
matters and member discipline at 7:00 pm on Tuesday, July 1, 2008 at The
Workmen's Circle, 1525 S. Robertson Blvd., Los Angeles, CA 90035-4231 (310-552-
2007). A regular meeting, open to the public, will following immediately after
the conclusion of the closed session at approximately 7:45 or 8:00 pm. At the
open meeting, there will be offered motions to amend and/or rescind the motion
adopted on 5/07/08 authorizing the formation of an LSB Ethics Committee. The
LSB meeting is expected to recess for a period mid-meeting to allow the
convening of the KPFK Delegates for consideration of a proposal to amend the
Pacifica Bylaws similar to what has been proposed at KPFA (see text below).

The Workmen's Circle (http://www.circlesocal.org) is a few blocks south of Pico
Blvd. on Robertson. By freeway, take the 10 Fwy to Robertson and go north on
Robertson for under 2 miles. For exact
directions enter starting and ending addresses and zipcodes at

Meeting as Delegates on May 10th in Berkeley, the KPFA LSB passed the following
in a vote of 10 yes - 7 no - 1 abstain:

That the KPFA LSB Proposes the following Bylaw Amendment to the Pacifica
National Board.
Proposed Amendment:


The "Annual Meeting" of the Board of Directors shall take place in late January
each year, or at such other time and place as agreed to by a majority vote of
the Board of Directors. The Board shall also
meet in person no fewer than three other times each year, unless by a two-
thirds vote, the Board determines that financial or other emergency conditions
require canceling one of the other three meetings. In the event that such an in-
person meeting is cancelled, the Board shall arrange for a telephonic and/or
electronic meeting that includes provisions for public comment during the
meeting by broadly accessible means. In-person board meetings shall rotate
among the five Foundation radio station signal areas except when the board
determines by a two-thirds vote that financial or other emergency conditions
require a modification in the rotation order. Each signal area shall host an in-
person board meeting at least once during any 24-month period but no more than
once in any 12-month period.


The Board may hold meetings by telephone conference, video screen communication
or other communications equipment, provided, however, that telephone appearance
at meetings scheduled as "in-person" meetings is not permitted. Participation
in a telephonic meeting under this Section shall constitute presence at the
meeting if all of the following apply:

A. Each Director participating in the meeting can communicate concurrently with
all other Directors.

B. Each Director is provided the means of participating in all matters for the
Board, including the capacity to propose, or to interpose an objection to, a
specific action to be taken by the Foundation.

C. The Board has a means of verifying that the person participating at the
meeting is a Director and that all votes cast during said meeting are cast only
by Directors.

Posting References:


Appendix B - Amended Agenda

I_Call to Order
II_Introduction & Q&A of GM & ED
III_Motion for Excused Absences
IV_Review and Approval of the Agenda
V_Community Advisory Board Report
[Recess for Delegates Meeting]
VI_Pacifica National Board Directors Reports
VII_Committee Reports
A-Finance; B-Outreach; C-Personnel; D-Programming Oversight; E-Governance
VIII_ Unfinished Business (Constituting the Ethics Committee)
IX_ New Business
A-Motion to rescind Motion to form Ethics Committee
B-Motion to amend Motion to form Ethics Committee
X_ Listener Comments
XI_ Adjournment

(Consistent with Board Policy the Chair will call for Public Comment at various
points in the agenda. Any unused portion of the 30 minutes assigned to Public
Comment will be used in Agenda Item X)

Appendix C - Governance Committee Report

Report of the KPFK Governance Committee
The KPFK Governance Committee met on Thursday, June 26, 2008 at the Peace
Center. Members in sttendance: Ian Johnston, Sherna Gluck, Jonathan Alexander,
Shawn Casey O'Brien, Grace Aaron, Ricco Ross, Tracy Larkins, Lawrence Reyes,
Leslie Radford, Israel Feuer, Jack VanAken and Chris Condon

Community Advisory Board membership and LSB Committee membership

The following information has come from the PNB Chair regarding questions of
overlapping membership between CABs and the governance structure:

From: sherrygendelman@aol.com
Subject: Fwd: CAB?s and our stations
Date: June 13, 2008 4:29:08 AM PDT
To: pnb@pacifica.org

Dear PNB members: Nicole Sawaya has informed me that she is in the process of
having the GM's certify that each station has a CAB per Corporation for Public
Broadcasting requirements. She asked that PNB members inform their LSBs of the
"All members of the PNB, the LSBs, or of any committees or subcommittees
thereof (including non-board members) must not be serving concurrently as
members of station Community Advisory Boards. This is part of the CPB
requirement to maintain the separation of the CABs from governance."
Thank you all. Sherry Gendelman

Submitted, Jack VanAken, KPFK Governance Committee Chair