Pacifica National Board-Continuation Teleconference (Open Session)

8:30 PM EST, 7:30 PM CST, 5:30 PM PST (scheduled)

Originating in Various Locations

Thursday, January 5, 2012

Meeting Minutes

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:41 PM Pacific Standard Time

a. Roll Call / Establish Quorum

Twenty-two members were present, constituting a quorum: Ken Aaron (KPFK),
Teresa Allen (KPFT), Jessica Apolinar (KPFT), Rodrigo Argueta (KPFK), Nia
Bediako (WBAI),
Wesley Bethune (KPFT), Carolyn Birden (WBAI), Lydia Brazon (KPFK), Bill Crosier
(Vice-Chair KPFT), Kathy Davis (WBAI), Heather Gray (Affiliates), Campbell
Johnson (WPFW), Efia Nwangaza (Affiliates, Secretary), Kimory Orendoff (WPFW),
Laura Prives (KPFA), Summer Reese (Chair, KPFK), Marcel Reid (WPFW), Tracy
Rosenberg (KPFA), Dan Siegel (KPFA), Alex Steinberg (WBAI), Andrea Turner
(KPFA), Bruce Wolf (WPFW).

Also present: Arlene Engelhardt (Pacifica Executive Director), LaVarn Williams
(Pacifica CFO), John P. Garry III (Recording Secretary).

The audio for this meeting can be accessed at KPFTX.org

[Audio Part 1]

This meeting is a continuation meeting.

b. Designate Timekeeper

Crosier volunteered to be the timekeeper

c. Determine if next (Jan. 12) meeting will be a continuation meeting

The January 12 meeting will be new business.

Bediako moved to postpone Personnel Committee motions to the January 2012 in-
person meeting. Motion passed without objection.

Davis requested ten minutes for a Governance Committee report. Approved without
objection.

The Chair requested five minutes for a Chair Report. Approved without
objection.

Steinberg moved (amended by Bediako) that George Reiter (Governance Committee
Chair) be allowed to address the PNB tonight because he is a committee chair
with a motion pending on the floor.

Bediako moved to amend: "Because he is a committee chair with a motion pending
on the floor." Motion passed by a roll call vote: Yes-10, No-6, Abstain-3.

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

Steinberg's amended main motion passed by a roll call vote: Yes-14, No-3,
Abstain-2.

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

The amended agenda was approved without objection

II. Chair Report (6:11)

The Chair reported on the upcoming in-person meeting and the Rosenberg recall.
Discussion followed.

III. Committee Reports (6:24)

d. Personnel Committee (omitted)

f. Finance Committee (6:24)

Rosenberg (Finance Committee Chair) gave a year-end report.

g. Affiliates Task Force (6:27)

Grey gave a report on the Affiliate survey and the production of Occupy
Movement Affiliate programming. Johnson reported on a PNB orientation package
and an Affiliates e-newsletter. Discussion followed.

h. Programming Committee (6:37)

George Reiter (Programming Committee Chair) presented and motivated the
following motion:

Motion 1: Program Councils
The PNB directs the executive director to set up Program Councils as management
committees, at each station.

The composition of the committee shall consist of 1/3 staff, selected by stv
election, 1/3 members of the LSB, also selected by an stv election, and 1/3
listeners, approved jointly by the LSB and the Program Director by a procedure
satisfactory to both. Terms shall be for the maximum of 2 years, or for an LSB
member, the term on the LSB.

The Program Councils shall serve to provide a collaborative nexus between the
board, the listeners, the staff and the management of the station for the
purpose of implementing the programming policies of the LSB and PNB.
Specifically, they shall have the power to review programs and vet new
programs, including for compliance with the mission, and recommend changes to
schedules. They shall provide for adjudication of issues arising between staff
and management, where no other means of doing so exists. They will set their
own agendas in these regards.

Program directors will serve as non voting ex-officio members of the Program
Councils. The Program Director shall provide an orientation and training to the
members of the Program Council on generally accepted standards of air quality
and the art and science of putting a programming grid together. Program Council
members have the reciprocal responsibility to educate themselves on these
matters, and to learn more about what goes into radio production and
programming from the programming and production staff. The Programming Councils
are charged with making recommendations to the Program Director. If the program
director declines to act on such recommendations, he/she shall report his/her
reasons and respond to dialogue on the issue from the Council. Such dialogue
shall be made widely available to the listeners. If consensus cannot be reached
on a course of action between the Program Director and a majority of the
Council, the Council can appeal the decision to the GM with a vote of 2/3 of
its members.

The Council will make a yearly report on its functioning to the LSB, the
Programming committee of the PNB and the listeners, and may make interim
reports to these bodies as it sees fit. It will solicit input on programming
from the listeners.

All meetings of the Program Council will be in public session, with the
exception of those that are required to be in Executive Session by the Pacifica
Bylaws. The Council shall determine by majority vote whether any given meeting
must be held as an Executive session.

[Audio Part 2]

See Appendix A for a Minority Report from the committee.

Reid read a statement received from Jim Brown of the WPFW Programmers
Association (see Appendix B).

Rosenberg moved to extend until the stack is expired. Motion passed without
objection.

Johnson moved to refer the motion to the Governance Committee. Failed by
substitution.

Point of order from Davis: Add Reiter to the stack, don't have him respond to
every member comment. The Chair agreed to do so.

Rosenberg moved to substitute: Postpone this motion to the in-person meeting
for discussion. The substitute motion passed by a roll call vote: Yes-20, No-1,
Abstain-0.

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

i. Committee on Racism and Sexism (7:23)

No report given.

j. Technology Committee (7:24)

No report given.

k. Governance Committee (7:24)

Reid (Governance Committee Chair) gave a report.

Davis presented the following motion:

Governance Committee: Motion by Kathy Davis, WBAI was passed on Jan 4, 2012

Resolved, that PNB committees be empowered to conduct a meeting in the absence
of a quorum in order to further the committee's business, with the proviso that
any motions other than agenda-setting or the setting the date of the next
meeting be held to the next (quorum) meeting for a vote.

Point of order from Rosenberg: If the motion to postpone fails do we go
directly to an up or down vote on the motion? The Chair said yes.

Brazon moved to postpone to the in-person meeting. Motion passed by a roll call
vote:
Yes--13, No-5, Abstain-2.

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

The meeting adjourned without objection at 7:46 PM.

The board reconvened in executive session immediately afterwards.

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

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Appendix A--Programming Committee Minority Report

I support having program councils within the management at all stations, to
give listeners and paid and unpaid staff a voice in the making of programming
decisions, and as an avenue towards wider listener involvement in evaluating
and suggesting programming. But I oppose this motion as written because of the
proposed composition of the body, including 1/3 of its members coming from the
Local Station Board. I believe that it is improper to create a management
committee that includes members of the LSB elected by the LSB, which is a
governance body.

The LSB has the responsibility of selecting a pool of candidates for the
position of Program Director, and thereafter the responsibility of annually
evaluating the Program Director's performance. I believe this function is
compromised, and lines of responsibility and demarcation of duties are
needlessly muddied, if members of the LSB serve on a program council with the
PD, and advise the PD directly on individual programming decisions and
evaluations.

In addition, I served for several years on the interim Program Council at KPFK
prior to my election to the LSB, and believe the two responsibilities are
mutually exclusive full-time responsibilities.

I would support a Program Council with a composition similar to that of the LSB
in ratio, though smaller in number by at least half, that includes elected
representatives of paid and unpaid staff and listeners vetted by the LSB and
management, but not to include members of the LSB.

For purposes of communication, a member of the LSB could serve in a non-voting
capacity on the Program Council. This was the case with the former interim
Program Council at KPFK. There was an ex officio member of the LSB on the iPC,
and the chair of the iPC was an ex officio non-voting member of the Program
Oversight Committee of the LSB.

Respectfully submitted,
Michael Novick

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Appendix B-Statement from the WPFW Programmers Association.

While it may is prudent to have a programmers council, it is extremely
necessary for a program counsel to NOT be a tool for people who have
disagreements with programmers, programs, staff members etc, to use their place
on a program council as a way to program the station - which is the job of the
Program Director.

There must be a definitive clarification between the "Staff" as members who are
not also on the LSB. The term "Staff" historically has referred to programmers
and must be noted in this motion.

It is interesting to that this motion comes up at a time that WPFW is
struggling with a significant issue with the current GM who remains essentially
unresponsive to the programmers - and has essentially ignored the Vote of No
Confidence.

Would like to see the PNB responding to the Vote of No Confidence... with the
development of a protocol that would include mediation and non-retaliation.

Wonder why there is no vote regarding the creation of a Programmers
Association.

Jim Brown
Making Sense of Our Shared Humanity

**********