Proposed Copy
PACIFICA FOUNDATION
Page 1 of 5
Pacifica National Board - Teleconference (Open Session)
8:00 pm Eastern Time, 7:00 pm Central Time, 5:00 pm Pacific Time
Originating in Various Locations

July 12, 2009



MINUTES

(Approved July 24, 2009)

I. Call to Order/ Opening Business. PNB Chair Grace Aaron called meeting to
order at 8:05 pm (ET). O'Brien served as time keeper.

a. Roll Call/ Quorum. Recording Secretary Richard Uzzell called the roll
and a quorum was established. X Present; Ab Absent; Exc Excused
Absence; AL Arrived Late.
KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
X Sherry Gendelman X Grace Aaron X George Reiter
X Nia Bediako
X Bonnie Simmons X Shawn O'Brian Ab Sandra Rawline X
Carolyn Birden
AL Andrea Turner X Leslie Radford X Wendy Schroell
AL Kathy Davis
X Joseph Wanzala Ab Ricco Ross X Susan Young
AL James Ross


WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
X Jim Brown X David Beaton X LaVarn Williams, Interim CFO
AL Acie Byrd X Efia Nwangaza X Les Radke, National Elections
Sup.
X Luzette King __ Ricardo de Anda, Int. Gen.
Counsel

b. Agenda Approval. Chair asked if there were any additions or changes
proposed for the Agenda. Wanzala moved to have eligibility of Campbell
Johnson membership to PNB to 1st item of Governance Committee; HNO,
Approved. Wanzala moved to place motion now at Unfinished Business re:
Collaborative Involvement to last item at governance; HNO, Approved.
Bediako moved to give Report from NES 15 minutes; HNO, Approved.
Reiter moved to add 5 minutes to Governance; HNO, Approved. O'Brian
moved to remove Gaza Motion because it is no longer timely; HNO,
Approved. Simmons moved to add 2 minutes just before the NES Report
for KPFA Recall Question; HNO, Approved. Agenda [as amended] Approved.




c. Minutes Approval. Bediako moved to postpone the approval of the
Minutes. Motion Failed by a vote of 6-7-1. [See Below.]
KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
Y Sherry Gendelman PNV Grace Aaron N George Reiter
Y Nia Bediako
Y Bonnie Simmons N Shawn O'Brian Sandra Rawline
N Carolyn Birden
Y Andrea Turner Y Leslie Radford N Wendy
Schroell Kathy Davis
N Joseph Wanzala Ricco Ross Ab Susan Young
James Ross


WPFW - Wash. D.C.: AFFILIATES:
Y Jim Brown N David Beaton
Acie Byrd N Efia Nwangaza 6-7-1
Failed.
Luzette King
Reiter moved to approve Minutes for June 7, Open Teleconference. Motion
Approved with 7 abstaining (Gendelman, Simmons, Young, Byrd, Brown,
Bediako and Radford).
Proposed Copy
Page 2 of 5
Pacifica National Board Open Teleconference MINUTES

July 12, 2009


d. Consent items. None.

II. Acknowledgements.

** Otis Maclay and Jon Almeleh for Updating the Pacifica Website. **
by Reiter.

** KPFT' LES, Ann Shaw for her fine work and the "major" new
programming changes to go into effect July 22, 2009. **
by Young.

** Sheryl Flowers, KPFA and the Communication Director for the Tavis
Smiley Group, "who was very active in the media campaign informing
the media about the lockout at KPFA in 1999 and the attempt to
subvert
any democratic process in the selection of the National Board, made
her
transition in June of this year." ** by
Williams.


** WPFW "iGM Gregsby Hubbard is doing very well." ** by
Brown.


** Lemlem Rijio, KPFA, KPFK for Calif. statewide news program.** by
Gendelman.


Wanzala assumed the Chair.

III. iED Report. IED Grace Aaron gave report. [Audio available at
kpftx.org]

IV. iCFO Report. ICFO LaVarn Williams gave report. [Audio available at
kpftx.org]

V. KPFA Recall Election. IED Grace Aaron reported that the Election
Supervisor for that election is being replaced. The ballots for that
election will not be going out July 15 as earlier planned and a new date
will be announced.

Aaron re-assumed Chair.

VI. National Election Supervisor Report. NES Les Radke gave report.[Audio
available at kpftx.org]

Bediako moved that the NES is requested to seriously consider extending
the record and nomination dates at WBAI to 7/29 and at WPFW to at least
8/5, and to cause a copy of this motion to be posted prominently on the
front page of the websites of the affected stations, and to be recorded
for frequent airing along with new carts with corrected information - all
of which should be voiced by persons others than those who conveyed the
inaccurate information so as to increase the likelihood that those hearing
these announcements will easily recognize them as new.

Chair ruled the motion out of order because the PNB has no jurisdiction
over the election. Bediako challenged the ruling of the Chair. Time
expired. Radford moved to extend for 5 minutes. Motion (needing 2/3)
Failed by a vote of 9-8. [See Below - next page]

Proposed Copy
Page 3 of 5
Pacifica National Board Open Teleconference MINUTES
July 12, 2009


KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
Y Sherry Gendelman PNV Grace Aaron N George Reiter
Y Nia Bediako
Y Bonnie Simmons N Shawn O'Brian Sandra Rawline
N Carolyn Birden
Y Andrea Turner Y Leslie Radford N Wendy
Schroell N Kathy Davis
N Joseph Wanzala Ricco Ross Y Susan Young
Y James Ross


WPFW - Wash. D.C.: AFFILIATES:
Y Jim Brown David Beaton
Y Acie Byrd N Efia Nwangaza 9-8
(Needed 2/3) Failed.
N Luzette King

Motion challenging the Chairs Ruling Failed by a vote of 9-7-2. [See
Below.]

KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
N Sherry Gendelman PNV Grace Aaron Y George Reiter
N Nia Bediako
N Bonnie Simmons Y Shawn O'Brian Sandra Rawline
Y Carolyn Birden
N Andrea Turner N Leslie Radford Y Wendy
Schroell Y Kathy Davis
Y Joseph Wanzala Ricco Ross Ab Susan Young
Ab James Ross


WPFW - Wash. D.C.: AFFILIATES:
N Jim Brown Y David Beaton
N Acie Byrd Y Efia Nwangaza 9-7-2
Chair Sustained.
Y Luzette King


Another motion was proposed to extend time.


Reiter called Point of Order re: time extension already
voted on and it failed, can't re-address. Chair
sustained.

VII. Committee and Working Groups Reports. [Audio available on kpftx.org]


a. Coordinating. Committee Chair Wendy Schroell reported that the July 24-
26 2009 In-Person Meeting, would be at the Beetman Tower Hotel and will
begin at noon July 24, 2009.


b. Finance. Committee Chair James Ross reported four main areas that the
committee was addressing.
1. Most stations (except KPFT) are not progressing as they should
toward FY 2010 Budget preparations and they ask that this improve.
2. Approved NFC Motion: The NFC approves in principle the renewal of
the Wells Fargo line of credit in the amount of $300,000 if it is
secured by restricted National Office assets rather than KPFA's
unrestricted cash. The NFC request (1) that the CFO provide a
written description of the assets to be used as collateral and (2)
that our corporate counsel provide a written opinion on the
appropriateness of use of these assets as collateral for a line of
credit. Also, the committee feels securing this line of credit
should first be approved by the PNB.


Proposed Copy
Page 4 of 5
Pacifica National Board Open Teleconference MINUTES
July 12, 2009


3. Cash Flow: The NFC reviewed a revised forecast that was provided by
the national office. Thanks to the iCFO and the staff for the report.
The picture painted by the report is not good. The recent cash flow
documents shows a network wide projection of only $785,000 cash on hand
as of FY'09 end September 30th; and this would only cover some 3 weeks
expenses. Also three stations (KPFK, WPFW and WBAI) will have no cash
available at the end of the year, which violates the PNB Standing
Policy of all stations have a minimum of one month surplus at the end
of the year. The National Office projects a $347,000 cash deficit at
the end of the FY. KPFA and KPFT are the only ones with a projected
surplus at the end of the FY. The committee has discussed three
options to meet this deficit: (1) real estate backed loan, (2)
increased fund drive days and (3) pay-off from better programming; but
no resolution decided thus far.
4. Reviewed Profit and Loss Statement provided by iCFO and staff. The
network, as a whole, through June 1st was running a $26,000 deficit,
with a projected $1 Million short fall from budgeted amounts. 4 of 5
stations are behind budget estimates. KPFT is the only one that has
met budget targets; however, amount to National Office is lacking.

Revenues are down while staff expenses are still well over required budget
targets.


Schroell moved to extend for 5 minutes. HNO, Approved.

c. Personnel. None.

d. Archives Task Force. Motion brought by Task Force, that a 2-day fund
drive in late November 2009 will be held for the Pacifica Archives that
will have the participation of all 5 Pacifica stations. Schroell moved
approval. Motion Approved with three abstentions (Gendelman, Simmons
and Radford).

e. Affiliates Task Force. TF Chair Efia Nwangaza gave report. [Audio
available at kpftx.org] Affiliates ask for more cross use of
programming between Pacifica stations and Affiliates. Working on
"joint buy" resolutions, and better communication, including joint
meetings. Affiliates will be ask to attend PNB meetings. Need to up-
grade autioport. Ask for 15 minutes be provided for Affiliates at the
New York In-Person PNB Meeting.

f. Audit. Committee Chair Nia Bediako gave report and asked for the
Auditor be brought on to the phone during the New York Meeting. ICFO
reported that she and her office have been speaking with the Auditor in
preparation of next years Audit.

g. Governance. Brown/Byrd moved to seat Campbell Johnson on the National
Board. Discussion followed. Wanzala moved to substitute by seating
Billy Ray Edwards as WPFW representative. Radford moved to postpone.
Motion to postpone Failed by a vote of 7-9-2. [See Below - Next page]



Proposed Copy
Page 5 of 5
Pacifica National Board Open Teleconference MINUTES
July 12, 2009




KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
Y Sherry Gendelman PNV Grace Aaron N George Reiter
Y Nia Bediako
Y Bonnie Simmons N Shawn O'Brian Sandra Rawline
N Carolyn Birden
Y Andrea Turner Y Leslie Radford Ab Wendy
Schroell N Kathy Davis
N Joseph Wanzala Ricco Ross Ab Susan Young
N James Ross


WPFW - Wash. D.C.: AFFILIATES:
Y Jim Brown N David Beaton
Y Acie Byrd N Efia Nwangaza 7-9-2
Failed.
N Luzette King


Substitute motion re: Seating Billy Ray Edwards voted Approved, 9-8.
[See Below.]

KPFA - Berk., Ca.: KPFK - L.A., Ca.: KPFT - Houston, Tx.:
WBAI - N.Y., N.Y.:
N Sherry Gendelman PNV Grace Aaron Y George Reiter
N Nia Bediako
N Bonnie Simmons Y Shawn O'Brian Sandra Rawline
Y Carolyn Birden
N Andrea Turner N Leslie Radford Wendy
Schroell Y Kathy Davis
Y Joseph Wanzala Ricco Ross N Susan Young
Y James Ross


WPFW - Wash. D.C.: AFFILIATES:
N Jim Brown Y David Beaton
N Acie Byrd Y Efia Nwangaza 9-8
Approved.
Y Luzette King


III. Next Meeting. July 24-26 In-Person Meeting in New York..

IV. Adjourned. O'Brian moved to adjourn. Hearing no objection, Adjourned at
10:35 pm.

Minutes Scribed and Prepared by: Richard Uzzell, PNB Recording Secretary

Minutes Approved by the Pacifica National Board:

Grace Aaron, PNB Chair July 24, 2009
______________________ _________________
Witnessed By: Date: