PACIFICA FOUNDATION RADIO
PACIFICA NATIONAL BOARD SPECIAL MEETING
From Various Locations via Telephone Conference
MINUTES - Open Session
Thursday, October 30, 2014 - 8:30PM ET



I. A. Call to Order


PNB Chair Margy Wilkinson called meeting to order at 8:42pm and asked PNB
Vice-chair Tony Norman to preside.
Roll called and quorum established by Secretary Cerene Roberts.

Present:
KPFA: Brian Edwards-Tiekert, Jose Luis Fuentes-Roman, Janet Kobren, Margy
Wilkinson
KPFK: Rodrigo Argueta (late), Lydia Brazon, Kim Kaufman, Lawrence Reyes
KPFT: Adriana Casenave, Hank Lamb, George Reiter, Richard Uzzell
WBAI: Carolyn Birden (late), Janet Coleman, Cerene Roberts
WPFW: Jim Brown, Benito Diaz, Tony Norman
Affiliates: Heather Gray, Janis Lane-Ewart


Absent: Manijeh Saba (WBAI); Luzette King (WPFW) - later excused.


Staff: Raul Salvador, CFO

Edwards-Tiekert volunteered to be Time Keeper.

Motion, by Kaufman, to excuse Luzette's absence until she can be notified
that she is in jeopardy of getting kicked off if she doesn't communicate
with us.


Amendment, by Kobren, that King be called and emailed, was approved
without objection.

The question was called by Reiter and debate was closed without objection.


The amended motion, effective only for the day's meeting, "that Luzette
King be given an excused absence until she can be contacted by email and
phone call and made aware that she has missed three meetings", passed 11
Yes, 5 No, 2 Abstentions, 1 Present-not-voting:
Yes - Lane-Ewart; Kobren, Wilkinson; Brazon, Kaufman; Reiter, Uzzell;
Birden, Coleman, Roberts; Gray
No - Edwards-Tiekert; Reyes; Casenave, Lamb; Brown
Abs. - Fuentes; Diaz
PNV - Norman

B. Agenda Approval

Motion, by Reiter, to adopt the draft agenda.

Motions, by Brazon, to:
- Reduce Chair/IED report to 5 minutes from 15 minutes
- Make as Item II. D, the Report-out from October 2nd executive
session

Motion, by Edwards-Tiekert, to divide:

Motion to reduce IED Report from 15 to 5 minutes failed 6 Yes, 6,
No, 7 Abstentions:
Y - Brazon, Reyes; Casenave; Diaz, Norman; Roberts
No - Lane-Ewart; Kaufman; Uzzell; Birden, Coleman; Gray
Abs. - Edwards-Tiekert, Fuentes, Kobren, Wilkinson; Lamb, Reiter;
Brown (Roll called by Asst. Secretary Adriana Casenave.)

Motion to make the reading of the October 2, 2014 Executive Session
Report-out, the new "II. D.", after the Election Committee Report
and motion, passed 10 Yes, 0 No, 8 Abstentions, 1 Present-not-
voting:
Yes - Kobren, Wilkinson; Argueta, Brazon, Reyes; Casenave, Reiter;
Roberts; Brown, Diaz
Abs. - Lane-Ewart; Edwards-Tiekert, Fuentes; Kaufman; Lamb, Uzzell;
Birden; Gray
PNV- Norman

Motion, by Kobren, to move PNB Minutes up to after agenda approval (for 10
minutes) passed 17 Yes, 0 No, 1 Abstention, 1 Present-not-voting:
Y - Lane-Ewart; Edwards-Tiekert, Fuentes, Kobren, Wilkinson; Argueta,
Brazon, Kaufman, Reyes; Casenave, Lamb, Reiter, Uzzell; Birden; Brown,
Diaz; Gray
Abs. - Roberts
PNV - Norman

Agenda, as amended, approved 17 Yes, 1 No, 2 Abstentions:
Y - Lane-Ewart; Edwards-Tiekert, Fuentes, Kobren, Wilkinson; Argueta,
Brazon, Reyes; Casenave, Lamb, Reiter, Uzzell; Roberts, Brown, Diaz,
Norman; Gray
No - Birden
Abs. - Kaufman; Coleman

II. PNB Minutes

Motion, by Lamb, that Uzzell and Roberts/Casenave report publicly with
regard to the missing and unapproved 2013/2014 minutes to be accounted for
and submission time be imposed by the PNB at tonight's meeting.

Secretary Roberts and Chair Wilkinson state there are no open
session minutes to approve tonight. 2013 Secretary Uzzell states he
sent out listings of open and closed session minutes. After a
computer problem is fixed the next day, he will send additional
items. Chair states no minutes, after June 2013 on kpftx.org or in
national office.

III. Reports

A. Chair/IED Report

Chair/IED Wilkinson read her written report (appended).
Motion, by Diaz, to extend five minutes, approved without objection.
Motion, by Reyes, to extend three minutes, approved without objection.

B. CFO Report
CFO gave report.
Motion, by Lamb, to extend five minutes, approved without objection.
Discussion continued.
Motion, by Brazon, to extend thirty minutes, to consider the election
motion and ED search process from Personnel (Committee), approved without
objection.

C. Election Committee Report and Motion

The Elections Committee recommends to the PNB that the process of electing
Delegates begin with a National Elections Supervisor (NES) hire on or
around Dec. 1, 2014, and with Local Election Supervisors to be hired no
more than 4 weeks before the opening of nominations, with the actual date
to be subject to the NES's discretion. All other intervals in the timeline
would follow as per bylaws requirements, as follows:

NES Hire
Monday, December 1, 2014
[BYLAWS: At least 90 days before Nominations Open]


LES Hires
No sooner than Monday, February 2, 2015
[Bylaws are silent. Elec Cmte. recommends no more than 4 weeks
before nominations open]


Candidate Nominations Open
Monday, March 2, 2015 (91 days)
[BYLAWS: June 1 (or no less than 90 days after NES has been
appointed)]


Candidate Nominations Close
Wednesday, April 1, 2015
[BYLAWS: June 30 (or 30 days of opening of candidate nominations,
inclusive)]

Record Date
A single date between Thursday, March 19 and Friday, April 3 will be
set by the NES (Note that this is the date by which listeners must
become members to be eligible to vote)
[BYLAWS: 45-60 days before ballot mail date or at NES' discretion]

Ballots Mail Date
Monday, May 18, 2015 (47 days, avoids Sunday, May 17, 2015)
[BYLAWS: August 15 (or following day, if mail holiday, or 45/46 days
after close of nominations)]


Ballot Return Deadline (Election Close Date)
Friday, July 3, 2015 (See Note below)
[BYLAWS: Sept. 30 (or 47/48 days inclusive from when ballots have
been mailed)]


Note: A Friday, July 3, 2015 Ballot Return Deadline comes to 47 days
inclusive however this date may be in question because of any
closures of the P.O. over 2015 July 4 weekend. The P.O. will be
closed on Saturday, July 4, 2015 and of course Sunday, July 5, 2014,
however the 2015 Postal Holidays schedule has not been published yet
and usually only includes national holidays. So although some
businesses will include Friday, July 3 as part of the 2015 July 4
holiday weekend, it is doubtful the postal workers will also get
Friday, July 3, 2015 off. If it turns out that that will be the case
we will revise the Ballot Return Deadline to be Monday, July 6, 2015
which actually would come to 50 days inclusive.

Ballot Count & Election Certifications
Saturday, July 18, 2015
[BYLAWS: October 15 (or up to 16/17 days inclusive from Election
Close Date)]
Note: If the Election Close Date gets moved to Monday, July 6 (see
Note above), the certification date would be Tuesday, July 21, 2015.
[Motion approved by EC on 10/13; calendar added by Working Group on
10/27]


Note: Relevant bylaws section is at
http://www.cosmicterror.net/bylaws/art4sec5.html.


Motion, by Roberts, to end motion language after the word "requirements"
in
"The Elections Committee recommends to the PNB that the process of
electing Delegates begin with a National Elections Supervisor (NES) hire
on or around Dec. 1, 2014, and with Local Election Supervisors to be hired
no more than 4 weeks before the opening of nominations, with the actual
date to be subject to the NES's discretion. All other intervals in the
timeline would follow as per bylaws requirements, as follows:"


Substitute, by Kaufman, to delete everything after hiring a National
Election Supervisor, failed 6 Yes, 8 No, 2 Abstentions:
Y - Edwards-Tiekert, Wilkinson; Kaufman; Casenave, Uzzell, Reiter
N - Kobren; Argueta, Brazon, Reyes; Lamb; Roberts; Brown, Diaz
Abs. - Lane-Ewart; Gray


Roberts amendment passed 8 Yes, 6 No, 2 Abstentions:
Y - Edwards-Tiekert, Wilkinson; Kaufman; Casenave, Lamb, Uzzell;
Roberts; Brown
No - Kobren; Brazon, Reyes; Reiter; Diaz; Gray
Abs. - Lane-Ewart; Argueta


Main motion, as amended, passed 10 Yes, 3 No, 3 Abstentions:
Yes - Edwards-Tiekert, Wilkinson; Argueta, Brazon, Reyes; Casenave,
Lamb, Reiter; Roberts; Brown
No - Lane-Ewart; Diaz; Gray,
Abs. -Kobren; Kaufman; Uzzell




Adjournment

Meeting adjourned at 11:03pm as time had expired.






October 30, 2014
INTERIM EXECUTIVE DIRECTOR OPEN REPORT

Greetings:

National Election coverage: Last week Program Directors at WBAI, WPFW, KPFT and
KPFK along with Affiliates Director Ursula Rudenberg agreed to work with DN! to
broadcast DN!'s election coverage from 7:00 PM/ET to midnight ET on election
day, Nov. 4. The broadcast will also be available to our affiliates. Some
stations will use the entire 5 hours, other will only use part of the broadcast
and will fill in with local programming. This follows on Pacifica's use of the
DN! broadcast of the big climate change rally in NY in September.

The fund drives: Drives at all stations are over or winding down. KPFA made
its goal -- falling a little short when the drive actually ended but more than
catching up in the following days. KPFK had a similar experience. KPFT does
not end its drive until Sat and may fall slightly short of it goal although
perhaps not. WPFW ends this week and is also slightly behind but may catch up
by the time the drive is over. WBAI is behind and has extended its drive
although the station continues to raise money outside of the on-air drive
model.

CPB compliance: Thanks to the hard work of many people, our CPB compliance
officer, Otis Maclay, has been able to effect upgrades to the web pages at
every station that will make it possible for Pacifica to be 100% compliant with
CPB meeting notice requirements.

Best,
margy

Margy Wilkinson
Pacifica Interim Executive Director
1925 Martin Luther King Jr Way
Berkeley CA 94704-1037

Minutes prepared by Secretary Cerene Roberts; approved on January 8, 2015.