PACIFICA FOUNDATION RADIO BOARD
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Special Open Continuation Telephone Meeting
August 8, 2013
At Various Locations
8:30 pm (ET), 7:30 pm (CT) and 5:30 pm (PT)

AGENDA




I. Call to Order/Opening Business. 8:30 pm (ET) Adjourn
Time Certain. 10:30 (ET)


A. Roll Call / Establish Quorum. Establish Time Keeper.


Box Legend Attendance: X Present; Ab Absent; Exc Excused Absence;
AL Present-Arrived Late.
KPFA - Berkeley., CA. KPFK - L.A., CA.: KPFT -
Houston, TX.: WBAI - N.Y., N.Y.:
Brian Edwards-Tickert Lydia Brazon
Teresa Allen Carolyn Birden
Tracy Rosenberg John Cromshow
Jessica Apolinar Janet Coleman
Dan Siegel Brenda Medina
Nancy Hentschel Cerene Roberts
Margy Wilkinson Summer Reese Richard
Uzzell Manijeh Saba


WPFW - Wash. D.C.: AFFILIATES: Staff & Counsel:
Benito Diaz Heather Gray __ Raul Salvador,
Pacifica CFO
Luzette King Janis Lane-Ewart
Tony Norman
Katea Stitt


B. Minutes Approval. Open Meeting Minutes for June 27, 2013 and July
11, 2013. (10 min.)



II. New Business.


A. Motion Re: Post Employment Interview.

Wilkinson moves that the PNB shall have an exit interview with Andy
Gold. (10 min.)

B. Motion Re: Post Employment Interviews by Directors.
(10 min.)

Uzzell moves that the Pacifica Foundation Radio Board shall establish the
following policy with regard
to Pacifica Foundation Radio Board Directors interviewing past employees
or consultants. No current
Pacifica Foundation Radio Board Director shall interview a past Pacifica
employee or consultant about
that person's tenure with Pacifica Foundation Radio, without prior
approval by the Foundation's Human
Resources agent and a majority vote of the Pacifica Foundation Radio
Board of Directors.


C. WPFW Rep. on the Audit Committee. [Position uncontested] Filled by
WPFW Director Luzette King.

D. Notice to bring, at the August 22, 2013 PNB Meeting, a Motion to
Rescind the March 28, 2013 Results of a Motion to dissolve FRAT and, if
rescinded, to hear another motion. By Uzzell
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Agenda, Special Open Continuation Telephone Meeting, August 8, 2013

III. Committee Reports.
A. Elections Committee. (2 Motions)
Each: (10 min.)

1. Whereas the Pacifica Bylaws, as adopted in 2003 and revised in 2007,
lay out a calendar for Local Station Board elections including specific
dates or periods for establishing membership and candidacy, and for the
mailing and return of ballots, and
Whereas the Bylaws limit the ability of the Pacifica National Board to
affect the schedule, and in no way gives an Executive Director authority
to change any of those dates or periods, or to do anything beyond appointing
the National Election Supervisor (NES), approving the NES' choices of Local
Election Supervisors, and facilitating the work of the NES,
Be it hereby resolved that the Committee reaffirms and recommends to the
PNB that it re-assert to the Interim Executive Director that it is the
national board that is in effect "the Foundation" and that she be
accordingly guided in all future actions.


2. The Elections Committee is requesting an update from the I.E.D. on the
status of the reports by Local Election Supervisors on the conduct of the
2012 elections. We have only seen the reports by the WBAI and WPFW
supervisors, which were forwarded to us by the National Election Supervisor.
Have the remaining three been received? If not, were the final paychecks
withheld from those LES's as specified in their contracts?

B. Personnel Committee. (1 Motion)
Each: (10 min.)

1. Motion that the PNB Personnel Committee is authorized to provide, and
shall provide, the annual ED Salary Range ($90,000-$110.000) to applicants
who are selected as semi-finalists in the current ED Search.
[Added 6-27-13]

C. Coordinating Committee. (1 Motion)
(10 min.)

1. Whereas, the Pacifica National Board (PNB) and its committees and
taskforces work primarily or exclusively via teleconference calls that
each month last dozens of hours,
Be it hereby resolved, that the Chief Financial Officer shall have his
staff compare the cost and services of various providers and include in
the report that is to be provided to the PNB within 60 days, the compara-
tive cost of using a toll number versus a toll-free number and whether
parties using toll number and parties using toll-free number can be on the
same call. [Added 6-27-13]


D. Governance Committee. (3 Motions) Each
(10 min.)

1. The governance committee recommends to the PNB that the 2013 election
go forward with no later than the 60 day delay allowed by the CA
Corporations Code.


2. Move that the PNB shall request the iED to provide, as soon as
possible, a detailed cost accounting of the 2012 Pacifica LSB-elections to
the PNB, to the Governance and Elections committees, and to the five
LSBs.


3. Move that the date for submission of bylaws amendments for this year
shall be Aug 16. The timeline after that shall be in accordance with the
bylaws as amended in 2012. [Added 6-27-13]




E. Finance. (I Motion)
(10 min.)


1. The NFC moves approval of the KPFT FY '13-'14 Budget. [Added 7-25-
13]
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Agenda, Special Open Continuation Telephone Meeting, August 8, 2013



IV. Motions Carried Over from 2012.

A. Elections Committee.

1. Revision of Election Timeline.
(10
min.)

Whereas, the Pacifica Bylaws, as adopted in 2003 and revised in 2007,
lay out a calendar for Local Station Board elections including
specific dates or periods for establishing membership and candidacy,
and for the mailing and return of ballots, and
Whereas, the Bylaws limit the ability of the Pacifica National Board
to affect the schedule, and in no way gives an Executive Director authority
to change any of those dates or periods, or to do anything beyond
appointing the National Election Supervisor (NES), approving the NES' choices
of Local Election Supervisors, and facilitating the work of the
NES,
Be it hereby resolved, that the Committee reaffirms and recommends to
the PNB that it re-assert to the Interim Executive Director that it is
the national board that is in effect "the Foundation" and that she be
accordingly guided in all future actions.


2. Procedures for Processing Complaints about Alleged Violations of Fair
Campaign Provisions. (10 min.)


Move that in order to ensure fair, timely and properly publicized
decisions on complaints alleging
violations of the Fair Campaign Provisions; that the National Election
Supervisor establishes and
publicize the following process:


a. The LES or NES should acknowledge all complaints by email within 48
hours, whenever feasible.


b. If the LES or NES determines that the complaint warrants
investigation, the LES or NES should as quickly as possible forward a
copy of the complaint to the party alleged to have violated the FCP, with
instructions on how and by when that person can file her/his response.
If the complaint is being handled by the LES, both the complainant and
the person complained against should be notified of their right to
appeal any decision to the NES, and any procedure and deadline for doing
so. If the complaint appears without merit, the subject shall be provided
a copy and both subject and complainant shall be notified that no action
will be taken.


c. If the LES or NES finds that a rule was broken, s/he should cite the
rule and explain specifically in what way it was broken. Copies of the
written ruling should be sent to both the complainant and the subject.


d. All decisions on complaints found to be valid should be rendered as
quickly as reasonably possible, but no later than ten days after receipt.


e. All decisions on complaints found to be valid should be posted on the
Pacifica elections website (to provide guidance to candidates and staff
at all stations) and the affected stations elections.


3. Adequate Time for On-Air Candidate Forums.
(10 min.)


Whereas Article 4, Section 6 of the Pacifica bylaws states, in part:
"All candidates for election as a
Listener-Sponsor Delegate shall be given equal opportunity for equal
air time, which air time shall
include time for a statement by candidate and a question and answer
period with call-in listeners." and


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Agenda, Special Open Continuation Telephone Meeting, August 8, 2013


IV. Motions Carried Over from 2012. A. Elections Committee.
Adequate Time for On-Air Candidate Forums. (Cont.)

Whereas, the PNB's 2009 LSB Election Policy set a standard for on-air
LSB candidate forums to be one
hour in length for each 5 candidates, and


Whereas, many LSB candidate forums before and since have followed a
similar formula, and


Whereas, in at least one signal area (WBAI), the recently announced
forums will require 10 candidates to share one hour, and


Whereas, it is critical that all candidates have adequate time to explain
their positions and that listener-members have adequate time to pose
questions via phone and hear answers from all the candidates then on the
air,


Resolved, that the PNB Elections Committee strongly urges the managers at
the 5 stations to ensure that in all signal areas, on-air listener
candidate debates allocate at least one hour for each five candidates. In
addition, the Committee recommends that archives of on-air forums be
posted on each station's website in a visible location.


4. Term Limits and Election Results
(10 min.)


Whereas the National Election Supervisor adopted a policy in the 2012
WPFW elections to award only a one-year Delegate seat to anyone whose
term-limited tenure would preclude them from serving a full three-year
term, regardless of whether their vote total would have otherwise led to
them to obtain a three-year term, and
Whereas in the 2007 election, the National Election Supervisor ruled that
any candidates who would be term-limited before the end of another three-
year term could nonetheless run for said term, provided that they
resigned when they reached their six-year mark, and
Whereas the Pacifica Bylaws provide no authority for the National
Election Supervisor or the Executive Director to treat any candidates in
a disparate manner that awards one candidate a shorter term than another
who won fewer votes,


Resolved, that the Pacifica National Board Elections Committee strongly
urges the National Election Supervisor to change the policy for the 2012
WPFW elections so as to uphold the cornerstone standard that candidates
are awarded three-year or shorter terms based solely on their relative
ranking in the final vote count, and

Further, that the Committee recommends that the Pacifica National Board
adopt a policy for future elections that in any Delegate election in
which more than the customary half of seats in either the Listener Member
or Staff Member category are vacant, three-year-terms shall be awarded to
the highest vote-getters up to the number of seats usually available in
that year's election, and one- or two-year-terms dependent on the
election year cycle to the next highest vote-getters for the remaining
available seats. This shall include any candidate who would become term-
limited during the upcoming one-, two- or three-year term, although said
person shall be required to resign as a Delegate as soon as they have
completed six consecutive years of Delegate service.

5. Counting of Blank Ballots.
(10 min.)


Move that the Pacifica National Board adopt a policy that, in keeping
with longstanding practice, in all elections held in Pacifica, blank
ballots shall be counted toward quorum.

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Agenda, Special Open Continuation Telephone Meeting, August 8, 2013

IV. B. Audit Committee.

1. Provide Audit Reports and Management Letters.
(10 min.)

Move that the Pacifica CFO be directed immediately via email by the
Chair of the Audit Committee to
provide the members of the Committee for their reference and
consideration immediately with
complete copies of both the Pacifica Audit Reports of the past five
years and the confidential
Management Letters that correspond to each of them.


C. Other Motions.


1. Requesting Legal Counsel. Motion from Aaron (currently sponsored
by Rosenberg). (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; 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.


2. Notice to Rescind Motion on Members Not in Good Standing as Delegate
Candidates. By Brazon.
(Motion to be reconsidered listed below)
(10 min.)


Whereas the Pacifica Foundation should be able to protect itself
from individuals who have a documented record of harmful or
malicious behavior toward the Foundation or any of its members,
Be it resolved that:


The following categories of people are not members in good standing
of the Pacifica Foundation as defined in Article 4, Section 2A and
Article 3 Section 8A of the Pacifica Foundation Bylaws:


1.Individuals whose actions have been declared by a court of
law to be breaches of fiduciary duty, or breaches of the duty
of loyalty or the duty of care.
2. Individuals who have been separated involuntarily from
foundation employment for cause.
3. Individuals who have been banned from station premises due
to threatening behavior or creating an unsafe environment for
others


These definitions of restrictions shall be publicized on the
Pacifica web site. The Foundation shall make an effort
annually to inform the membership of these defined restrictions on good
standing through a combination of email, broadcasts and
mailings.


Any member of the foundation may identify another member whose
actions have caused the loss of good standing by giving notice to
the National Elections Supervisor. Any individual whose good
standing is questioned per these restrictions shall be provided with
full due process rights to be notified of the decision
and to appeal it. The initial determination shall be made by the
National Election Supervisor overseeing the foundation's election
process.


If a determination is made that a member is not in good standing,
the individual in question must be notified 15 days prior to the
determination taking effect. Notice required under this section may
be given by any method reasonably calculated to provide actual
notice. Any notice given by mail must be given by first-class or
registered mail sent to the last address of the member shown in the
foundation's records. The right to request a hearing and procedure
for requesting it shall be included in the notice.
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V. C. Other Motions. 2. Notice to Rescind Motion (Continued)


The Pacifica National Board will provide an evidentiary appeal
hearing upon request being made before the determination takes
effect. The current sitting board officers (defined in the Pacifica
Foundation Bylaws as the board chair, vice-chair, secretary and the
CFO) will appoint a 3-member panel to hear the appeal. The board
officers may schedule an appeal by whatever method of communication
seems reasonable, including a telephone or video conference. If the
panel upholds the initial determination, that decision may be
appealed to an arbitrator provided the individual pursuing the
appeal waives their right to pursue legal remedies in court.
Pacifica is under no obligation to provide an arbitrator for a 2nd
appeal if a waiver of legal remedies is not signed. In the event an
appeal is successful, good standing status for said individual will
be reinstated.


This policy does not apply prior to the adoption date of this
policy, unless an individual commits a new act that brings
them under the provisions.

VI. Setting the Next Meeting.

VII. Adjourn to Executive Session.
10:30 pm (ET)