Pacifica National Board

Special Teleconference Meeting (Open Session)

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

Originating in Various Locations

Thursday, June 28, 2012

Meeting Minutes

I. Call to Order and Opening Business

The meeting was called to order by the Chair at 5:42 PM Pacific Daylight Time.

[Audio Part 1]

a. Roll Call / Establish Quorum

Seventeen members were present, constituting a quorum:
Ken Aaron (KPFK), Ivon Alcime (WPFW), Teresa Allen (KPFT), Nia Bediako (WBAI),
Wesley Bethune (KPFT), Carolyn Birden (WBAI), Lydia Brazon (KPFK),
Bill Crosier (Vice-Chair, KPFT), Heather Gray (Affiliates), Campbell Johnson
(WPFW),
Ali Lexa (KPFK), Laura Prives (KPFA), Summer Reese (Chair, KPFK),
George Reiter (KPFT), Tracy Rosenberg (KPFA), Dan Siegel (KPFA),
Alex Steinberg (WBAI), Andrea Turner (KPFA).

Four members were absent: Ivon Alcime (WPFW), Kathy Davis (WBAI),
Revalyn Gold (WPFW), Marcel Reid (WPFW).

One member was excused: Efia Nwangaza (Secretary, Affiliates).

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

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

An excused absence request from Nwangaza was accepted without objection. Point
of order from Reiter: Corrected the Chair on the announced date of the meeting.

b. Designate Timekeeper (5:46)

Omitted.

II. Open Session Agenda Approval (5:46)

The Chair suggested a one-hour open session. After discussion Reiter moved
approval of the corrected agenda. Passed without objection.

III. Minutes Approval (5:51)

The open session minutes of May 24, 2012 were emailed to the board prior to the
meeting. Bediako moved for approval. Crosier seconded. Passed without
objection.

IV. Executive Director's Report (5:51)

The ED reported on the hiring of an Elections Supervisor (Terry Bouricius), a
National Office email donation effort (30,514 emails sent, 15,867 reached their
destination, 77 recipients clicked donations, 19 made donations, just under
$1200 collected to date, 27,000 fundraising letters have been mailed), and
notices to GMs regarding expense reductions. Discussion followed.

V. Chief Financial Officer's Report (6:04)

The CFO reported on the completion of the FY 2011 audit, the completed CPB
Foundation audit, an upcoming CPB funding release, audit penalties, premium
fair-market price estimations, lawsuits, and other matters. May YTD; revenue
through May $10.5 million, expenses were $10 million. There was additional
reporting from the ED. Discussion followed.

Prives asked the CFO to notice the board when the CPB audit is completed on
June 29, 2012. The CFO committed to do so.

VI. Board Chair's Report (6:24)

The Chair reported on the KPFA recall election and noticed an on-air recall
debate on KPFA on Friday, June 29, 2012. Discussion followed.

Aaron noticed an intention to rescind a 2011 motion regarding single-occupancy
hotel accommodations at PNB in-person meetings.

VII. Committee & Task Force Reports

Elections Committee (6:33)

Birden reported and moved the following:

Motions 1-3: Cost Cutting Suggestions for Pacifica Delegate Elections:

1. Thinner paper for all materials except ballots, whichever is feasible and
least expensive.

2. Continue and expand a central Pacifica Elections webpage on the pacifica.org
website (controlled by NES) to make information easier to access and complete.
Pacifica will send people to it more (through on air announcements, event
announcements, with ballot material, etc.)

3. For the candidate statements: Allow voters to opt out from having statements
mailed to them, with more robust email, on-air and website promotion of this
option, and with the hard copy statement limited to 350 words per candidate,
and with the full 500 word statement available online.

Approved by the Elections Committee, June 5, 2012

Birden moved to amend: "350 words" shall be replaced by "150 words." Allen
seconded. No vote taken, reintroduced later.

Steinberg moved: The PNB endorses the use of electronic balloting in all the
LSB elections beginning in 2012, and directs the Executive Director to take
steps to implement that. Birden seconded.

[Audio Part 2]

Bediako moved to refer to the Elections Committee. Johnson seconded.

Point of order from Aaron: We are by-passing motions, we are out of sequence.
There were two motions, and we are now on a third motion, it is not on the
agenda. We should follow the agenda. Point of order from Crosier: Steinberg's
motion was to amend, it was not a new motion. The Chair sought clarification
and ruled that Steinberg's motion was a separate motion and will be treated as
a separate item.

Point of order from Reiter: Objected to ending debate and requested a vote on a
motion to end debate.

The motion to end debate (2/3 required) passed by a roll call vote:
Yes-11, No-5, Abstain-0.

Yes-Aaron, Allen, Bediako, Bethune, Brazon, Johnson, Lexa, Prives, Rosenberg,
Siegel, Turner.
No-Birden, Crosier, Gray, Reiter, Steinberg.
Present not voting-Reese.

Motion to refer Steinberg's motion passed by a roll call vote: Yes-10, No-6,
Abstain-0.

Yes-Aaron, Bediako, Bethune, Brazon, Crosier, Johnson, Lexa, Prives, Siegel,
Turner.
No-Allen, Birden, Gray, Reiter, Rosenberg, Steinberg.
Present not voting-Reese.

Aaron moved to disambiguate the motions. No second recorded. No vote taken. The
Chair treated the first Elections Committee motion as three separate motions.

Birden moved:

Motion 2: Revised Timeline for Pacifica Delegate Elections (see Appendix B).

Brazon moved to amend: September 1 shall be added as the date of record.
Bediako seconded. No vote taken. There was a discussion comparing the Revised
Timeline to other documents. Point of order from Crosier: Sought to clarify
which document was being discussed.

Reiter moved to approve the version of the Election Timeline posted on
Pacifica.org. Passed without objection.

The first Elections Committee motion was divided.

1. Thinner paper for all materials except ballots, whichever is feasible and
least expensive.

After discussion Brazon called the question.

The motion to close debate (2/3 required) passed by a roll call vote:
Yes-12, No-1, Abstain-3.

Yes-Aaron, Allen, Bediako, Bethune, Brazon, Crosier, Gray, Johnson, Lexa,
Prives, Siegel, Turner.
No-Birden.
Abstain-Reiter, Rosenberg, Steinberg.
Present not voting-Reese.

Divided Motion 1. (thinner paper) passed on a roll call vote; Yes-14, No-1,
Abstain-0.

Yes-Aaron, Allen, Bediako, Bethune, Brazon, Crosier, Gray, Johnson, Lexa,
Prives, Reiter, Rosenberg, Siegel, Turner.
No-Birden.
Present not voting-Reese, Steinberg.

Divided Motion 2. Continue and expand a central Pacifica Elections webpage on
the pacifica.org website (controlled by NES) to make information easier to
access and complete. Pacifica will send people to it more (through on air
announcements, event announcements, with ballot material, etc.)

Passed without objection.

Divided Motion 3. For the candidate statements: Allow voters to opt out from
having statements mailed to them, with more robust email, on-air and website
promotion of this option, and with the hard copy statement limited to 350 words
per candidate, and with the full 500 word statement available online.

Birden moved to amend: Change "350 words" to "150 words." Bethune seconded.

Point of order from Aaron: Can we limit discussion to fifty seconds? The Chair
encouraged board members to be brief.

Reiter moved to refer the motion and the amendment back to committee. Steinberg
seconded. Passed without objection.

The meeting adjourned without objection at 7:48 PM.

Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on September 20, 2012)

********

Appendix A-Approved Agenda

I. Call to Order and Opening Business - PNB Chair
(1 Min.)


a. Roll Call / Establish Quorum - PNB Secretary
(4 Min.(
b. Designate Timekeeper (1 Min.)


II. Open Session Agenda Approval (10 Min.)


III. Minutes Approval - Approval of Open Session Minutes (5 Min.)
for May 24, 2012


IV. Executive Director's Report (5 Min.)


V. Chief Financial Officer's Report (10 Min.)


VI. Board Chair's Report (10 Min.)
To include any Executive Session Report Outs


VII. Committee & Task Force Reports


Elections Committee (10 Min.)
Motion 1: Cost Cutting Suggestions for Pacifica Delegate Elections:


1. Thinner paper for all materials except ballots, whichever is
feasible and least expensive.


2. Continue and expand a central Pacifica Elections webpage on the
pacifica.org website (controlled by NES) to make information easier to
access and complete. Pacifica will send people to it more (through on air
announcements, event announcements, with ballot material, etc.)


3. For the candidate statements: Allow votes to opt out from having
statements mailed to them, with more robust email, on-air and website
promotion of this option, and with the hard copy statement limited to 350
words per candidate, and with the full 500 word statement available
online.


Approved by the Elections Committee, June 5, 2012


Motion 2: Revised Timeline for Pacifica Delegate Elections:


(See attached spreadsheet from Terry Bouricius, NES.)




Governance Committee - George Reiter, Chair (20 Min.)
Motion 1: Calling an LSB Meeting:
Whereas the bylaws require that unanimous agreement of the officers for
holding a meeting not authorized by the LSB itself, therefore no
individual LSB member or officer may unilaterally call an LSB meeting.

Motion 2: Committee Meeting Cancellations:
Meeting dates which have been established by a majority vote of a
committee, and properly noticed, shall not be cancelled except by a
majority vote at a properly noticed meeting at which quorum is achieved
or by the written (email) consent of a majority of the committee's
members. Written (email) consent shall be sent to the entire committee.

Both motions were approved without objection at the June 18, 2012 meeting
of the Governance Committee.


Personnel Committee - Nia Bediako, Chair (5 Min.)
Motion 1: LSB MANAGEMENT SEARCH COMMITTEE CONFIDENTIAL AGREEMENT
Amended Language:
"I agree and fully acknowledge that violating the terms of this
agreement may result in my being removed by the Local Station Board from
the MSC or barred from any further participation in future confidential
committee work.
Passed in committee without objection 6/27/12


Original language:
As a member of the (station name) Management Search Committee
(hereinafter referred to as "MSC"), I recognize and accept my
responsibility to protect the confidentiality of every candidate.


As a member of the search committee, I will have access to confidential
information and materials related to the search, and with fullknowledge
of the critical importance of confidentiality to the integrity
andsuccess of the search process I hereby agree:


I will not disclose confidential information shared by candidates or
other committee members to anyone outside of Pacifica Foundation,
including but not limited to the applicant's employer or associates, or
to anyone inside of Pacifica Foundation who does not have legitimate
reason to know based on job or local or national board membership
without the prior written consent of the committee.


In this context, confidential information includes, but is not limited
to, applicants' names, places of current or previous paid or unpaid
work, and references; deliberations of the search committee relating to
individual candidates; and all documents which might identify individual
candidates.


I will maintain the confidentiality and integrity of communications and
security systems including data processing systems, telephone conference
numbers, recordings, codes, e-mail and voice mail belonging to the
foundation or used to conduct the foundation's business.


I will take all reasonable steps necessary to ensure that confidential
documentation and other material is monitored, managed, stored,
transmitted, destroyed and otherwise handled in a manner that will
precludeinadvertent disclosure, loss or misuse.


I agree and fully acknowledge that violating the terms of this agreement
may result in my being removed by the Local Station Board from the MSC
or barred from any further participation in future confidential
committee work.


I acknowledge that I have read and understood the Confidentiality
Agreement.


Signed and dated: _ _____________________________



Motion 2: Proposed Timeline for 2012 E.D. Evaluation Process


Note that survey dates would also apply to the E.D.'s self-evaluation.


I. Personnel Committee approval of survey - 7/25


II. PNB approval of survey:
- approve on PNB conf call - 8/9
- surveys sent out - 8/24
- to be returned - 9/9


III. Personnel Committee analysis of data and report creation: -
9/16


IV. Personnel Committee meeting with E.D. to discuss her response -
9/26


V. PNB meeting to discuss Committee report and E.D.'s response - 10/11


Finance Committee - Tracy Rosenberg, Chair (10 Min.)
Motion 1: NFC Executive Sessions:
"That the NFC refrain from having executive sessions until such time as
actions are taken to resolve considerations about breaches of
confidentiality."
(Approved by committee 8 yes, 1 no)


Development Task Force - Heather Gray, Chair (5 Min.)


Programming Committee - George Reiter, Chair (5 Min.)


Financial Reform Audit Task Force (FRAT) - Ken Aaron, Chair (5 Min.)


Affiliates Task Force - Heather Gray and Campbell Johnson, co-chairs (5
Min.)


Coordinating Committee - Bill Crosier, Chair (5 Min.)


Archives Committee (5 Min.)


Audit Committee (5 Min.)


Racism and Sexism Committee - Andrea Turner, Convenor (5 Min.)


Technology Committee (5 Min.)


VIII. Motion postponed from previous PNB meeting (15 min.)
Motion by Davis: Quorum
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.

IX. Unfinished business (start after completion of previous motions)


a. Motion by Crosier: Public Criticism of Staff (15 Min.)
It is the policy of the PNB that no member of the Pacifica National Board
shall criticize publicly, or demean publicly in any way, members of the
staff. Any legitimate criticism of the work of staff members that a
member feels needs to be acted on is to be forwarded to the Executive
Director or to the PNB for resolution. Failure to abide by this policy
will be interpreted as action against the interests of Pacifica, and will
be subject to the disciplinary procedures provided for by the Bylaws for
such actions.


b. Motion by Steinberg: Membership Termination Standing Rule (15 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.


c. Motion by Davis: Membership re: Malice (15 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.

X. New Business


a. From: Nwangaza: (15 Min.)
MOTION 1: To rescind the motion passed May 12, 2011 regarding the Pacifica
Affiliates Task Force


b. From: Nwangaza:
MOTION 2: for a Pacifica Affiliates' - Pacifica Foundation Task Force
(30 Min.)
Introduction
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
platforms.
Mission
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.
Membership
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.
Officers
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.


c. from: Brazon: (10 min.)
Whereas Director Tracy Rosenberg posted "KPFA: An Open Letter on E-mails"
to Indybay.org news items site on Saturday, April 16, 2011 which included
email communications between attorneys on pending Pacifica matters of
litigation,


Therefore it is resolved that the Pacifica National Board of Directors
censure Director Tracy Rosenberg.


d. from: Rosenberg: (10 min.)
Motion of censure against the 27 members of the KPFA LSB for demanding
the disclosure of confidential legal information in an open session of the
KPFA Local Station Board.


e. from Birden: (10 min.)
Whereas, the Bylaws state that "the term of a Director shall be one (1)
year. A Director may serve no more than five consecutive one-year terms.
A Director shall not be eligible for further service as a Director until
one year has elapsed after the termination of a Director's fifth
consecutive one-year term" (Article Five, Board of Directors of the
Foundation, Section 2: Term), clearly defining the firm limit of "five
consecutive one-year terms" for all Directors, and


Whereas, this term limit was not separately addressed in the motion that
set up selection procedures for the Affiliate Directors, it is


Resolved, by the Pacifica Foundation Board of Directors, that this limit
(five consecutive terms) required in the Pacifica Bylaws shall also apply
to the number of consecutive terms permitted by Affiliate Directors.


f. from Aaron: (10 min.)
Whereas there is a potential for irresponsible abuse of the Director's
privilege to seek counsel thereby incurring financial obligations for the
Foundation without regard to cost,
It is therefore resolved that any request from PNB Directors for special
legal service of any kind shall include an estimate of the cost for such
service and require approval of the PNB by majority vote. Such approval
will specify a cost limit and time limit for the fulfillment of the
request. This applies, but is not limited to advice, review, reports,
evaluations and filings. This does not apply to normal work done in
relation to ongoing legal actions or projects already approved by the
PNB. Nothing in this resolution alters or affects Management's rights and
duties to hire counsel as needed in accordance with the bylaws.

XI. Adjourn (9:30 pm EST)

********

Appendix B-Election Schedule

Proposed Revised Pacifica Election Schedule for 2012

|Task/Event |Bylaws |Proposed |Comments |
|Appoint NES |3/31 |6/14 |supposed to be at|
| | |-actual |least 90 days |
| | | |before |
| | | |nominations open |
|Nominations open |6/1 |7/31 |can't meet 90 day|
| | | |after NES |
| | | |appointment |
| | | |(9/12), or |
| | | |election would |
| | | |run into 2013, |
| | | |and fail to meet |
| | | |deadline for |
| | | |December seating |
| | | |of LSB. |
|Nominations close |6/30 |8/29 |keep 30 day |
| | | |nomination |
| | | |period |
|LESs confirm eligibility |not |aim for 9/6| |
| |specified | | |
|Record Date (membership to |7/1 |9/1 |Must be at least |
|vote) | | |45 days before |
| | | |ballots mailed |
|Initial Campaign Period |7/1 - 8/14 |9/1 - 10/15|keep 45 days |
|Ballots Mailed (online ballot |8/15 |10/16 |45 days after |
|live) | | |record date |
|Campaign continues during |8/15 - 9/30|10/16 |keep 45 days |
|voting | |-11/30 | |
|Election Close (if quorum |9/30 |11/30 |keep 45 days of |
|achieved) | | |voting (consider |
| | | |cutting to 35?) |
|Quorum Election Results |10/15 |12/15 |15 days after |
| | | |close |
|Quorum extension close |set by NES |set by NES,|bylaws allow up |
| |but no |aim for |to 4 weeks, set |
| |later than |12/16 |by NES |
| |9/28 | | |
|Quorum extension results |no later |aim for |15 days after |
| |than 10/13 |12/21 |close |
|new LSB seated at first meeting|by December|by end of |Article VIII, |
| | |December |Sec, 6B requires |
| | | |December seating.|

Developed by Terry Bouricius, Pacifica National Election Supervisor, June 17,
2012