Draft Agenda Regular Pacifica National Board Open Session Teleconference Meeting Thursday, February 6, 2020 8:30 pm ET All times are Eastern Time (meeting notice appended to the end of this agenda) Directors: Grace Aaron, KPFK, Listener Ron Pinchback, WPFW, Staff Robin Collier, KCEI, Affiliate Ralph Poynter, WBAI, Listener Chris Cory, KPFA, Listener Lawrence Reyes, KPFK, Listener Bill Crosier, KPFT, Listener Shawn Rhodes, WBAI, Staff Donald Goldmacher, KPFA, Listener Eileen Rosin, WPFW, Listener Jan Goodman, KPFK, Listener Mansoor Sabbagh, KPFK, Staff Heather Gray, Affiliate James Sagurton, WBAI, Listener Sabrina Jacobs, KPFA, Staff Nancy Sorden, WPFW, Listener Wally James, KPFT, Staff Alex Steinberg, WBAI, Listener DeWayne Lark, KPFT, Listener Tom Voorhees, KPFA, Listener Martha Peterson, WPFW, Listener Others: Lydia Brazon, Interim Executive Director John Tatum, Parliamentarian Renee Penaloza, National Elections Supervisor Otis Maclay Item # Description Time 1. Preliminary items 10 min. A. Call to Order by Alex Steinberg, Chair Pro Tem B. Roll Call C. Election of Chair Pro Tem D. Election of Vice Chair Pro Tem E. Election of Secretary Pro Tem F. Excused Absences (for both of tonight’s meetings) G. Identify Timekeepers (for both of tonight’s meetings) 2. The Chair Pro Tem explains to the public that at the time certain of 10:00 pm the Board will be moving into closed session to consider an urgent legal and financial matter. 2 min. 3. Agenda Approval 5 min. 4. Minutes Approval - Approve Jan. 30, 2020 Open Session Minutes 3 min. 5. Bylaws Amendment Election Update – Renee Penaloza, National Election Supervisor 30 min. 6. iED Report & Q & A 7 min. 7. MOTION: Percentage of Windfall Income to be used for Loan Repayment - by the Management Team 15 min. Whereas, the $3.1 million loan that is collateralized by Pacifica owned buildings is due in about 13 months, and, Whereas, thus far no agreed upon plan has been put forward to pay the principal owed, and, Whereas, there is no guarantee that the lender will be willing to extend the term of the loan, Therefore, be it Resolved that at least 50% of any windfall income to ‘Pacifica’ that is not restricted in nature be used to pay the principal on the loan, and, Further, that 30% of any windfall income to any of our stations or units that is not restricted also be used to pay the principal on the loan. ‘Windfall income’ shall be defined as income of $50,000 or more and would include large donations, bequests, etc. All such income after this date, January 30, 2020, is subject to this policy. Jan. 30, 2020 Crosier amendment to the motion on allocating windfall revenue: Insert before "Therefore be it Resolved" the following: "Whereas, allocating a good portion of bequests and other windfall revenue for repayment of the big loan sounds reasonable under normal circumstances, but Pacifica also has over $200,000 of accounts payable, most overdue for critical services like accounting, audits, pension administration, and legal expenses" Also insert the following after "principal of the loan" in both the "Therefore be it Resolved" clause and in the Further, that 30%..." clause: "and Accounts Payable for the National Office". Also insert the following before "‘Windfall income’ shall be defined": "Pacifica management shall also endeavor to ensure that all stations pay their Central Services in full each month so that our critical services and Accounts Payable can be paid and kept current." So the amended version of the motion, with changes in red, would then be: Percentage of Windfall Income to be used for Loan Repayment Whereas, the $3.1 million loan that is collateralized by Pacifica owned buildings is due in about 13 months, and, Whereas, thus far no agreed upon plan has been put forward to pay the principal owed, and, Whereas, there is no guarantee that the lender will be willing to extend the term of the loan, Whereas, allocating a good portion of bequests and other windfall revenue for repayment of the big loan sounds reasonable under normal circumstances, but Pacifica also has over $200,000 of accounts payable, most overdue for critical services like accounting, audits, pension administration, and legal expenses, all of which must also be paid, Therefore, be it Resolved that at least 50% of any windfall income to ‘Pacifica’ that is not restricted in nature be used to pay the principal on the loan and Accounts Payable for the National Office, and, Further, that 30% of any windfall income to any of our stations or units that is not restricted also be used to pay the principal on the loan and Accounts Payable for the National Office. Pacifica management shall also endeavor to ensure that all stations pay their Central Services in full each month so that our critical services and Accounts Payable can be paid and kept current. ‘Windfall income’ shall be defined as income of $50,000 or more and would include large donations, bequests, etc. All such income after this date, January 30, 2020, is subject to this policy. 8. Adjourn to Closed Session to Address an Urgent Legal and Financial Matter at a time certain of 10:00 pm (Open Session to Resume after Closed Session if needed.) ************************************************************* All Times Eastern Back to the Calendar ________________________________________ Thursday, February 6, 2020 8:30 PM ET Pacifica National Board Teleconference Purpose: Regular meeting of the PNB. Committee Members Regular meeting of the PNB. Alex Steinberg pnbalex@gmail.com Posted: 01/04/2020 - 11:45 PM Updated :01/04/2020 - 11:45 PM Streamed Here  The direct link is http://kpftx.org:6280  Also Here