Pacifica National Board-Teleconference (Open Session)

8:30 PM EDT, 7:30 PM CDT, 5:30 PM PDT (scheduled)

Originating in Various Locations

Wednesday, May 25, 2011

Meeting Minutes

Audio Recording:


I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:45 PM Pacific Daylight Time.

a. Roll Call / Establish Quorum

Nineteen members were present, constituting a quorum: Tracey Rosenberg (KPFA),
Andrea Turner (KPFA), Ken Aaron (KPFK), Rodrigo Argueta (KPFK), Lydia Brazon
(KPFK), Summer Reese (KPFK, Chair), Terry Allen (KPFT), Jessica Apolinar
Wesley Bethune (KPFT), Bill Crosier (KPFT), Nia Bediako (WBAI), Carolyn Birden
(WBAI, Secretary), Kathy Davis (WBAI), Alex Steinberg (WBAI), Campbell Johnson
Kimory Orendoff (WPFW), Marcel Reid (WPFW), Heather Gray (Affiliates), Efia
Nwangaza (Affiliates).

One member was absent: Rene Bryce-Laporte (WPFW).

Also present: Arlene Englehardt (Pacifica Executive Director), LaVarn Williams
(Pacifica CFO), Ricardo De Anda (Pacifica General Counsel), John P. Garry III
(Recording Secretary).

b. Agenda Approval

Nwangaza reminded the Chair that at the end of the last meeting she made a
Motion to Rescind the passed Affiliates Task Force Motion. Nwangaza's motion to
rescind was not on the Agenda. After suggestions from the board and consulting
the Parliamentary Authority, the Chair ruled that the Nwangaza's Motion to
Rescind should go under New Business. Duly noted by the Secretary.

Point of order from Aaron: Bediako is waiting to be recognized.

Bediako inquired into motions she sent to the Chair. The Chair directed the
Secretary to include Bediako's two motions to the Personnel Committee Report.
The Secretary noted that the motions she received had no vote record and
claimed she didn't receive the complete information on the motion.

Point of order from Aaron: Please watch your language (to Bediako).

Point of information from Bediako: What is the policy on getting motions? Do
you want the minutes or the motion?

The Chair responded that the motion should be sent with the vote count for
inclusion in the Agenda. The revised Agenda was approved without objection.

c. Minutes Approval

The minutes of May 12, 2011 were approved without objection. Bediako, Johnson,
Brazon, and Turner abstained.

Because of unaddressed corrections from Steinberg, the Chair postponed approval
of the minutes of April 7, 2011.

Approval of the minutes of April 27, 2011 was postponed by the Chair after
Nwangaza, Brazon, Johnson, Bediako, and Crosier abstained.

11. Acknowledgements

Reese acknowledged Crosier, whose father-in-law passed away. Johnson extended
condolences to Crosier and recognized the WPFW family. he also acknowledged new
and renewing members who contributed to the latest fund drive which wiped out
the deficit and surpassed the current fund drive goal. Apolinar acknowledged
participants in the development meeting. Williams expressed condolences to
Crosier and his family and to Margaret Prescod at KPFK, whose mother passed.
Williams also thanked the listeners who pledged recently and commended
programmers and staff at WPFW for their successful fundraising. Nwangaza
acknowledged Kathy Davis for her courageous and ethical support of Nwangaza
against a recent public assault.

III. Board Chair Report

The Chair reported on progress in committees on financial and functional
issues. The Programming Committee was convened by a volunteer, Steinberg.

1V. Management Reports

a. Executive Director Report

Engelhardt acknowledged the hard work on fund drives. WBAI will make their
goal. WPFW increased their goal to include the dollars they were short from the
last drive, and they exceeded that goal. KPFK will be coming in a little short
in their fund drive. KPFK has had a move in the right direction and may finish
on budget by Friday. KPFA will come up short. KPFT will be $40-$50,000 short of
their goal. We are dealing with FRAT issues. We're making some progress on the
legal front. I'm encouraged to where we are this year, but we have a lot to do
to get expenses under income. Large donors are being looked into. Business
Manager evaluations will be sent out soon, to be finished by July. Questions
from the board followed.

b. CFO Report

Williams reported April YTD 2011 marked an improvement over 2010. The spring
fund drives are currently at $2.9 million in pledges, $450,000 short of the
overall goal of $3,360,000. Revenue YTD is $8.6 million, better than budget and
the prior year. We have a slight surplus in our net income: $60,000. April
alone produced a loss, as there was in January. It is imperative that the Fall
fund drive commence in September. We still have to reduce major payables at
National. The head count is trending down: currently at 105 full time
equivalents. $1.1 million unrestricted cash in the bank, down about $100,00
from the prior month. We have about two months of payroll. We need three months
reserve of payroll. Controls must remain in place. Increases in productivity
must remain in place. We are looking at reducing the number of days of fund
raising. Until we receive some firm assurance that we will receive CPB funding,
people should look at their budgets as if they will not get it. The San
Francisco Foundation had an overall return net of administrative fees totaled
$73,000 on a $375,000 fund balance.


Questions from the board were directed to the CFO. There was additional
reporting from the Executive Director.

Johnson moved to extend for one minute. Motion passed without objection.

V. Motion to Rescind the motion passed at last meeting approving only one more
in-person meeting for the remainder of the year. Postponed from meeting of May
12, 2011. Kathy Davis.

Davis being absent at the time, the Secretary suggested postponement. Passed
without objection.

VI. Committee Reports

Affiliates Committee.

Grey reported on the first Affiliates Task Force meeting. There has been
discussion of a survey of the affiliates, as well as what questions should be
on such a survey. We now have three stations which have been approved by the
FCC in Georgia and Florida. Responding to a question from Aaron, Grey reported
that there are 160 affiliates, possibly more.

The Executive Director announced the NFCB is meeting next week.

Coordinating Committee.

Crosier presented one motion from the committee:

MOTION: Approved (4-3) by the Coordinating Committee April 19, 2011. (amended
by Crosier) That the PNB schedule a special Saturday four hour meeting in June
and July, in addition to the regularly scheduled meetings for those months, to
make up for the cancelled in-person meeting.

Point of order from Steinberg: The original Coordinating Committee main motion
(of the April 7, 2011 meeting) was never voted on. You voted for a substitute
motion. You never voted on a main motion.

Brazon responded with a clarification, a citation from the Parliamentary
Authority and a citation from the minutes of April 7, 2011. Rosenberg made a
procedural recommendation to bring the motion forward and vote on it. Further
discussion of the April 7 substitution votes.

Crosier moved to extend 15 minutes. Motion passed without objection.

Birden suggested postponing this matter to the next meeting. Seconded but no
vote taken. Continued discussion of substitute motions. Rosenberg cited the
Parliamentary Authority on substitute motions.

The Chair ruled that when a substitute passes the main motion isn't an issue.
The main motion becomes moot when a substitute passes. Rescission would be in

Aaron objected to the ruling of the Chair. A substitute motion is to clarify a
cumbersome motion, not to oppose a main motion.

The Chair said that she may have been in error allowing a diametrically opposed
substitute motion. The motion to rescind is in order, and she is willing to
admit that she was in error.

Point of order from Steinberg: A bad faith substitute should still be voted on.
Brazon read from Robert's Rules (p.150). Johnson called the question on the
motion to rescind.

Point of order from Davis: This is issue has been very much debated, debated
quite a lot. There is a very clear division of what's necessary. The substitute
motion was contrary to the intentions of the network. If the question has been
called shouldn't we go to a vote?

Point of order from Johnson: It would require a 2/3 vote.

Brazon: For a vote to rescind there needs to be someone on the prevailing side
that has noticed that they are changing their position (asked to be noted in
the minutes).

Point of order from Steinberg: Lydia is confusing motions to reconsider and
rescind. With prior notice a majority vote is required.


Crosier, acting as Chair Pro-Tem, ruled that a majority vote is required to
rescind a previously passed motion, with notice.

"Motion to Rescind the motion passed at last meeting approving only one more in-
person meeting for the remainder of the year. Postponed from meeting of May 12,

Motion to rescind passed on a roll call vote: Yes-10 No-9 Abstain-0.

Yes-Rosenberg, Aaron, Apolinar, Bethune, Crosier, Birden, Davis, Steinberg,
Nwangaza, Reese.
No-Turner, Argueta, Brazon, Allen, Bediako, Johnson, Orendoff, Reid, Gray.

Motion from the Coordinating Committee (to the April 7, 2011 PNB meeting):
"That the PNB set the next "regular" (in-person) PNB meeting for June 3-5, and
that the following regular meeting be October 8-10 at a TBD location and that a
video conferencing option be considered." No vote taken.

Motion from Crosier (amended by Johnson): "I move that the PNB set the next
"regular" (in-person) PNB meeting at a date determined by the Coordinating
Committee. The Coordinating Committee is not required to return to the PNB for
approval of these dates."

Amendment from Johnson: "Due to financial constraints, the PNB thereby suspends
the by-laws and that..." The Chair ruled Johnson's amendment out of order.
Johnson withdrew it after discussion.

Point of information from Nwangaza: Is there language in the bylaws that
provides for financial reasons to reschedule a meeting? Johnson responded in
the negative.

Motion from Reid: "We have two meetings a year until we are financially able to
have four members a year or we substitute two of the meetings for in-person
meetings, two of the meetings would be would be Skype (meetings). Instead of
having four four-day meetings we would have two four-day meetings." No vote

Point of order from Aaron: We have an amendment on the floor and a motion
behind that.

Point of order from Crosier: We are past time on this.

The Executive Director recommended, for financial reasons, a single meeting in
September. Aaron called the question. De Anda advised it is not a violation to
have less than four PNB meetings. Motion to rescind from Nwangaza. The Chair
ruled Nwangaza's motion out of order.

Amendment from Steinberg: "The Pacifica National Board authorizes the
Coordinating Committee to determine the date of the next in-person meeting, in
collaboration with Pacifica management."

Aaron called the question on the amendment.

The call to end debate on Steinberg's amendment was passed on a roll call vote:
Yes-11, No-2, Abs-3.

Yes-Rosenberg, Turner, Aaron, Argueta, Brazon, Bediako, Birden, Davis, Johnson,
Reid, Nwangaza.
No-Allen, Bethune
Abstain-Steinberg, Crosier, Gray
Present not voting--Reese

Steinberg's amendment passed on a roll call vote: Yes---9, No-8, Abs--0

Yes-Rosenberg, Aaron, Bethune, Crosier, Birden, Davis, Steinberg, Orendoff,
No-Turner, Argueta, Brazon, Allen, Bediako, Johnson, Reid, Gray
Present not voting--Reese

Point of order from Rosenberg: We do not re-argue motions after we have voted
on them.

Allen calls the question on the main motion.

The main motion from Crosier (amended by Steinberg) failed on a roll call vote:
No-8, Abs-1.

Yes-Rosenberg, Aaron, Crosier, Birden, Davis, Steinberg, Nwangaza
No-Turner, Brazon, Allen, Bethune, Bediako, Johnson, Reid, Gray.
Present not voting--Reese

Allen moved that the Coordinating Committee set up a special meeting to discuss
whether or not to have two more face-to-face meetings. No vote taken.

Brazon gave prior notice for a new motion for one more PNB meeting in September
in Washington, DC.

Davis moved that the Coordinating Committee organize and plan, with the
executive staff of the network, the next two in-person meetings and bring those
dates to the next PNB meeting. Motion failed on a roll call vote: Yes-7, No-9,

Yes-Rosenberg, Aaron, Crosier, Birden, Davis, Steinberg, Nwangaza
No-Turner, Brazon, Allen, Bethune, Bediako, Johnson, Orendoff, Reid, Gray
Present not voting--Reese

Steinberg called for the orders of the day. Bediako gave notice for an
executive session to deal with legal matters.

Steinberg moved to adjourn. The meeting was adjourned without objection at 8:50

Respectfully submitted by John P. Garry III, PNB Recording Secretary
(these minutes were approved on May 10, 2012)

Appendix A-Proposed Agenda


Pacifica National Board - Teleconference
May 25, 2011
8:30 pm (ET)

Open Session AGENDA

I. Call to Order and Opening Business. PNB Chair Summer Reese will call
meeting to order. (5 Min.)

a. Roll Call / Establish Quorum. PNB Secretary Carolyn Birden will
call roll and establish a quorum. Excused absences will be
determined and a timekeeper chosen. (5 Min.)

For Attendance. 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.:
__Ken Aaron Teresa Allen Nia Bediako
__Tracy Rosenberg Rodrigo Argueta Jessica
Apolinar Carolyn Birden
__ __Lydia Brazon Wesley Bethune Kathy
__Andrea Turner Summer Reese Bill
Crosier Alex Steinberg

Rene Bryce-Laporte Heather Gray Arlene
Engelhardt, ED
Campbell Johnson Efia Nwangaza LaVarn
Williams, CFO
Kimory Orendoff Ricardo deAnda, GC
Marcel Reid

b. Agenda Approval (5 Min.)
c. Minutes Approval. (5 Min.) Minutes from meetings of 5/12 (Revised);
4/7; 4/27

II. Acknowledgements (5 Min.)
III. Board Chair Report. To include any Executive Session Report Outs.
(5 Min.)

IV. Management Reports
a. Executive Director Report (10 Min.)
b. CFO Report
(10 Min.)

V. Motion to Rescind the motion passed at last meeting approving only
one more in-person meeting for
the remainder of the year. Postponed from meeting of May 12,
2011. Kathy Davis.
(15 Min.)

VI. Committee Reports

Affiliates Committee Heather Gray, Chair
(2 Min.)

Coordinating Committee. Bill Crosier, Chair
(5 Min)

MOTION: Approved (4-3) by the Coordinating Committee April 19,

That the PNB schedule a special Saturday four hour meeting in May and
June, in addition to the regularly scheduled meetings for those months,
to make up for the cancelled in-person meeting.

Finance Committee. Tracy Rosenberg, Chair
(2 Min.)

Audit Committee. Summer Reese, Chair Pro Tem
(2 Min.)

Elections Committee. Carolyn Birden, Chair Pro Tem
(2 Min.)

Personnel. Nia Bediako, Chair
(2 Min.)

Strategic Recovery Plan Task Force. Ken Aaron, Chair
(2 Min.)


The Executive Director and the Chief Financial Officer shall work on
correcting all deficiencies reported in the Feb 2011 Auditors
Recommendations including evaluation of the business managers and software
training at each station and update progress on the spreadsheet on the
FRAT Yahoo Group. They shall update status of each deficiency by May
31st. Progress will be reported every two weeks thereafter. By July 30th
it is expected that 70% of the deficiencies will have been remedied.

VIII. Unfinished Business.

a. Motion by Steinberg: Membership Termination Standing Rule.
(10 Min.)

Due to possible conflict of interest, any person who has been
terminated from the Pacifica Foundation employment for cause shall be
prohibited from membership in the Pacifica Foundation. When this type
of proceeding is brought, all due process procedures called for, as
noticed to all in the Pacifica Bylaws, in Robert's Rules of Order
(Chapter 20) shall apply.

b. Motion by Rosenberg: Publicists. Passed unanimously at KPFA LSB.
(10 Min.)

The PNB authorizes acquiring six (6) unpaid publicists within 30 days
of the present date to work at each of the five (5) stations and one
head Publicist to coordinate at National Office.

c. Motion by Davis: Membership re: Malice.
(10 Min.)

Be it resolved that any person or member of the Pacifica Foundation
that acts with malice and/or violence and/or levies threats; either
verbal or physical against Pacifica staff or members of the LSB or PNB
should be disqualified from membership and participation in Pacifica
governance. Further, any person or member of the Pacifica Foundation
who acts to limit or undermine the fund
raising and or function of the Pacifica foundation or its radio
stations and broadcast licenses should be disqualified from membership
and participation in Pacifica governance. And, that any person or
member of the Pacifica Foundation who acts to undermine,
counterbalance, destroy or limit the Pacifica Bylaws should be
disqualified from membership and participation in Pacifica governance.

IX. New Business

Motion by Nwangaza for a Pacifica Affiliates' - Pacifica Foundation Task

The vision for the Affiliates' Program (The Program), at its inception,
was that The Program would facilitate the development, production,
broadcast, exchange and distribution of meaningful and influential
progressive content, provided by both the sister and affiliate stations.
The Program was expected to be a mutually supportive resource, serving
its members as a communication hub and a teaching/learning community. It
would be dedicated to improving both program content and delivery
efficacy, with an ever increasing number of progressive programs. The
programming would be responsive to Foundation and Afffiliate listener
needs and interests and give access to otherwise unavailable news, arts,
and commentary for worldwide radio, internet, and other possible

To achieve this objective, the Affiliates' Task Force was created and
charged with representing the Pacifica Affiliates and being a bridge to
the Pacifica Foundation. Consistent with the Pacifica Foundation's
mission and the Task Force's charge. The Task Force shall strive to build
and maintain an authentic Pacifica-Affiliate partnership by maximizing
Affiliate membership, input, and participation.

Any member of an Affiliate or Pacifica station is welcome to participate
in the Pacifica-Affiliates' Task Force.

Voting, Co-Meeting Facilitators and Monthly Meetings
Where voting occurrs, only duly designated station representatives of an
Affiliate or Pacifica station, who has attended three consecutive meetings
(the meeting of the vote and two meetings immediately prior to the vote)
shall be allowed to vote.

The Task Force shall be convened by PNB assignment. It shall elect a pro
tem Facilitator or Facilitators (at least one of whom shall be
an Affiliate Director) for the first three meetings and a Secretary (who
shall be any voting eligible member of the Task Force). The permanent
yearly Facilitator(s) shall be elected at the third regular meeting.

Meetings: The Task Force shall meet a minimum of once a month and conduct
such business as is consistent with its mission and in the manner
prescribed the by-laws of the Pacifica Foundation.

X. Adjournment: 10:00 pm