PACIFICA FOUNDATION

Pacifica National Board – Special Teleconference (Open Session)
Sunday, Oct. 4, 2009

The Open Teleconference starts at 8 pm Eastern Time, 7 pm Central Time, 5 pm Pacific Time

(As the total agenda time for this meeting is about 3 hours but we can only meet for 1:30 hours in open session due to
pressing closed session items, it is understood that items not gotten to will be carried over to the next meeting.)


AGENDA

I. Call to Order and Opening Business
1. Roll Call / Establish Quorum. Establish time keeper- SCO. (2 Min.)
2. Agenda Approval (5 Min)
3. Approval of Minutes (5 Min)

II. Acknowledgements (5 Min.)

III. Arbitration Agreements for Directors, Delegates and all new Management Hires – Ricardo DeAnda (continued) (15
Min.)

IV. Legal Opinion on Recall Elections, particularly the following resolution adopted on Sept. 3, 2009: Reiter moved
that the PNB Delegate Recall Procedures shall be used to conduct existing recall elections; except for the current
election at KPFA, where the procedure, shall begin at section Motion [as amended] voted Approved, 7-6-2 (w/ the Chair
voting to break the tie).

V. Report of the National Election Supervisor (7 Min.)

VI. Committees and Working Groups Reports and Motions:

ACTIONS/REPORTS:

1. Election Committee (20 Min.)
Motion: The Elections Committee recommends that the LES/NES consider disruptions of Pacifica's meetings or events as
possible grounds for disqualification.
Passed 7:4:0

Motion: At any station at which there is reason to believe that a significant number of voters did not receive a
ballot, a postcard should be immediately mailed to the entire membership with Address Correction Requested. The postcard
should ask anyone who has not received a ballot to contact the LES. The voters whose postcards bounce should be mailed a
second ballot to the corrected address, or if no corrected address be available, that voter should be contacted by phone
or email to get a corrected address.
PASSED 6:3:2

2. Coordinating Comm Report & Logistics for Houston PNB Meeting (3 Min.)
3. Finance Committee: Jamie Ross (15 Min.)
4. Personnel Committee (5 Min.)
5. Affiliates Task Force (2 Min.)
6. Archives Task Force (2 Min.)
7. Audit Committee (2 Min.)
8. Programming Committee (5 Min.)
9. Governance Committee: (20 Min.)
Remedy for continued disregard of PNB directives by LSB

The PNB, after hearing from the directors of a station that is refusing
to implement PNB policy or directives, shall be entitled, by a majority
vote of the remaining directors, to deny voting rights to the directors
from that station until such time as the policy or directives are followed.

Motion (passed without objection)(5 min) Pacifica Board Chair and iED Grace Aaron is commended for her well
planned and decisive intervention in the WBAI crisis. The PNB supports her efforts as iED to turn WBAI around and
reinvent itself as a powerful mission driven station by and for the entire progressive left of the greater New York City
area.

Motion on Funding Disclosure Passed 5-4 no abstentions.

All programmers, program providers, collectives, and/or independent
production companies who have a program at any station of the Pacifica
Network and which recieve outside (i.e. non-Pacifica) funding from any
source in excess of $5000 per year for the production of their program
will be asked to disclose to the GM of their respective station the source of that
funding, the amounts of money received or promised, and any contractural
or grant agreements related to that funding for that current year. The
GM shall forthwith report that information to the Pacifica Executive
Director who shall hold such information in trust as a public record.

Any programmer, program provider, program collective and/or independent
production company whose program is syndicated or shared by more than
one Pacifica station and who recieves outside funding from any source in
excess of $5000 per year for the production of their program will be asked to
disclose to the Pacifica ED the source of that funding, the amounts of
money received or promised and any contractual or grant agreements
related to that funding for that current year. The ED shall hold that
information in trust as a public record.

In the case of a programmer whose outside funding is in excess of
$25,000 for the current year, such disclosure should be for a period of
not less than three years prior to the date of the passage of this
motion by the Pacifica National Board, provided they have been a
programmer or program provider for that period.

Any waiver to this requirement must have the written consent of the GM
of the respective station, and the ratification of that consent by the
respective LSB, such as in the case of a purchased or syndicated program
where compliance is not practical, or the written consent of the ED and
the ratification of that consent by the PNB when appropriate in the case
of a program aired on more than one Pacifica station.

Motion forwarded to LSB’s for Comment (Tabled pending LSB consideration)

“WHEREAS the Pacifica Foundation is a current Corporation for Public
Broadcasting grantee,
and WHEREAS the Communications Act of 1934, 47
U.S.C. 396, et seq., dictates requirements for Community Advisory
Boards (CABs) for Public Broadcasting grantees (see
http://www.cpb.org/statins/certification/cpb_certification_req.pdf),
IT IS HEREBY RESOLVED THAT Minutes, attendance records and the names
of the members of the CAB shall be posted on each Pacifica station web
site respectively; and a document establishing annual programming
goals for the station be produced by station management and submitted
to the CAB for review; and the CAB shall produce an annual report
advising the governing body of the station – the Local Station Board
(LSB) – whether the programming and other policies of such station are
meeting the specialized educational and cultural needs of the
communities served by the station, making appropriate recommendations
to meet such needs; and the CAB of each station shall comprise a
minimum of 3 members. Each LSB will develop a form to be posted on
the station web site so that community volunteers can nominate
themselves or be nominated. No CAB member may serve more than two (2)
consecutive two-year terms, or more than six years in total.
Nominations of the CAB membership shall be made to the LSB by
self-nomination, Outreach Committee, Committee of Inclusion of the LSB
or any current member of the LSB. Those responsible for soliciting
memberships shall consider soliciting a member representing
organizations or stakeholders in the community that have an interest
in Pacifica. Each new member shall be appointed by a majority of the
LSB for a term of two years. The LSB shall strive to stagger CAB
members to ensure continuity of action and leadership. Each CAB
member is subject to a maximum of three consecutive terms, with a
minimum spacing of 4 years between non-consecutive terms.”

Substitute Motion re Community Advisory Boards:-

“WHEREAS the Pacifica Foundation is a current Corporation for Public Broadcasting grantee,
and WHEREAS the Communications Act of 1934, 47 U.S.C. 396, et seq., dictates requirements for Community Advisory Boards
(“CAB”s) for Public Broadcasting grantees (see http://www.cpb.org/statins/certification/cpb_certification_req.pdf),

BE IT RESOLVED THAT:
Minutes, attendance records and the names of the members of the CAB shall be posted on each Pacifica station web site;

The station management shall produce a document establishing programming goals and submitted it to the CAB for review;

The CAB shall produce an annual report, advising the governing body of the station – the Local Station Board (LSB) – on
whether the programming and other policies of such station are meeting the specialized educational and cultural needs of
the

communities served by the station. The CAB shall also conduct a community needs assessment.

All compliance documentation submitted to the CPB shall be made available for inspection at each station and at the
Pacifica national office.

The CAB of each station shall comprise minimum of 8 members.

Each LSB will develop a form to be posted on the station web site so that community volunteers can nominate themselves
or be nominated.

Nominations of the CAB membership shall be made to the LSB by self-nomination, Outreach Committee, Committee of
Inclusion of the LSB or any current member of the LSB. Each new member shall be appointed by a majority of the LSB for a
term of two years. CAB members may serve no more than two (2) consecutive two-year terms.

HAVE NOT MET:
10. Committee on Racism, Sexism and Other Forms of Discrimination
11. Strategic Planning Task Force

VII. Unfinished Business:

Motion by Ross (on behalf of KPFK LSB) to ensure the collaborative processes enshrined in National Programming Policy
passed by the KPFK Local Station Board without objection: We urge the PNB to ensure compliance with the letter and
spirit of the collaborative process between governance and management throughout the network ‘in the development of any
new regular program or long-term series that is produced nationally;” and further, which mandates that nay such
proposals “shall be brought to the PNB Programming Committee for review to assure that both network and local needs are
met.” (5 Min.)

Motion by Radford (on behalf of KPFK LSB) to initiate discussion on re-structuring and the recruitment and training of
volunteer programmers passed by the KPFK Local Station Board without objection 4/21/09: In light of the current
financial crisis and the Pacifica networks’ identify as community radio, and to conform specifically with Article 5.0
(New Voices) of the National Program Policy adopted in 2006, the KPFK LSB submits the following motion to the PNB: In
accordance with Article 5.0 of the National Program Policy, which calls on stations to train current a new volunteers in
order to bring new voices to the air, every station shall initiate discussions regarding the role of paid producers and
volunteer staff and initiate programs to recruit and train community volunteer programmers. (5 Min.)

The following substitute wording was agreed on by the KPFK LSB: That working groups be created at every station
to initiate discussions on re-structuring, especially the role of paid producers and volunteer staff and to initiate
training for programming by community volunteers.
Passed by KPFK LSB 9-19-09 8-7-?

Motion by Wanzala: Resolved that LSBs, GMs and PDs present the reports requested in the motion passed by the PNB on
April 27, 2009 regarding the bylaws provision of collaborative programming decision making no later than August 30,
2009. (5 Min.)

VIII. New Business

Motion to rescind the motion seating Billy Ray Edwards as a WPFW representative on the Pacifica National Board, which
passed July 12 in a 9-8 vote.
Sherry Gendelman (10 Min.)

I would like to request 50 minutes on the agenda for this and subsequent in-person meetings and the 25 minutes on the
agenda of one meeting of the PNB per month for reports from five committees we never formally hear from: the Local
Station Boards.

Until the financial crunch, the PNB brought all the LSB Chairs and station managers to the in-person meetings. Since we
stopped that practice, we only hear from the LSBs through their directors when there is a crisis. At our LSB meetings,
the directors routinely report back, and maybe that is happening at other stations. But there is no open and regular
conduit for communication from the LSBs to the PNB. I think we should honor the work of the LSBs with time to receive
and acknowledge their labor and ideas for Pacifica.
--Leslie Radford (10 Min.)


IX. Adjournment: 9:30 pm ET