Notes as taken last night with no edit. A word file of same is attached. AN

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WBAI Bylaws Subcommittee meeting 8/20/02
75 Varick St, 14th Floor.
Notes by Andy Norris Present:
From the iPNB: Ray Laforest, Leslie Cagan
From the LAB: Lee Kronick, Marian Borenstein, Andrew Norris, Rashida Ismaili Abubakr, Anthony Mackall
Plus many listeners and several producers.

The meeting started at 7PM.

Susan Lee gave a presentation on her proposal on a Conflict of Interest Policy, with a 5 page handout. This follows up on her 25 minute program on the topic. She asked that the body support the Policy by acclimation. That the board implement these in principle. There were some questions from the audience about the wording of the generic CoI document. The body voted to support the proposal in principle, with all in favor except for 2 abstentions.
Ray said he had conducted an investigation into the Miguel "storm-in-a-teacup" incident on August 16 at 120 Wall St. The security guard had put Miguel Maldonado's name on a list because his name had appeared on a flyer passed out at a demo the previous Monday by Santiago Nieves and four others outside 120 Wall St. The list is not associated with WBAI, but with the security guard.

Ray went on to forming a committee for bylaws/governance programming. He and Janice would be part of it. One representative of the Subscriber model, one of the Constituency/Inclusion Model, plus three other individuals. The committee would assist Bernard White and Matthew Finch in programming.

Eve Moser brought up the fact that a list had been formed of about 16 who had expressed interest in being on the committee.

Fred Nguyen brought up what the term of the committee would be.

Patty Heffley pointed out that 2 weeks ago there was a whole evening spent on the topic and a vote was held that was not in favor of the 5 person body. She described Ray's process as hand picking. Steve Brown says there is no-one who does not have an axe to grind.

Andy Norris said the 16 who volunteered should be given some preference, and that the vote of 2 weeks ago should be taken into account.

Andrea Fishman finds the process insulting.

Ray said his process was a result of suggestions from some.

Bob Lederer suggested putting a time limit on the discussion. 15 minutes was decided on.

Manijeh wanted to know what the previous vote was.

Leslie Cagan noted that the mandated 2 hours/week was until the next iPNB board meeting, hence for one month.

Fred said outreach should be used, to get people from different communities. He asked that people from outside the room be involved in the committee.

Larry Romsted said the previous motions: 2nd one, committee of volunteers should be permitted to move on and assit in the programming. There is no need to change the previous motion, and he made a motion that the original motion should stand. Ray said 2 TalkBacks were available.

Bernard wanted to do next Monday interviewing one person on the whole process. The other would be the Tuesday after Labor day.

Patty Heffley asked for programs that are informative.

Donna Gould said the vote should stand, but noted there had been a dispute going on and Ray was right in trying to get a smaller committee, and she suggested letting Ray select the five.

Mike Beasley noted there was no parliamentary process, and he suggested people just caucus with Ray and Janice and provide them their ideas.

Jamie Ross noted the group was a spur of the moment idea and he felt the group would form some ideas to bring to the bylaws committee. A group of 16 is too large, and should be smaller, with some balance.

Carolyn Birden suggested more listener involvement, and said there was bias going into the selection of producers, guests.

Fred suggested a debate would be useful.

Larry offered a friendly amendment that those interested in participating meet with Ray after it was voted, with 22 For, 3 Against, 5 Abstains.

Donna noted there were 2 proposals out there Spooner and Robinson and she felt it better to compare the two proposals rather than go through both separately, do straw polls on the key topics, 5 of which she had identified, and revisit the earlier straw polls taken by the Bylaws Subcommittee. There should be additional time for topics people felt had been omitted.

Joyce asked to continue where we left off last week reading thru the two proposals. Donna said it would take at least 2 months, and we would end up not having any input into the iPNB meeting in September.

Steffie Brook said it was better to do the comparison, Ray said people should have read the proposal before.

Vote on proceeding with Donna's process.

27 in favor, 1 for later, 2 abstain.

Steve Seltzer read the Blanchet comparison of proposals (10 or 15 minutes).

Cerene Roberts asked whether the Draft B for discussion was the annotated version.

Ray pointed out the annotations were not official, but a result of only one station area: KPFA.

Leslie noted nothing is "official". Two versions were put out: B from Spooner/KPFA with some input from other areas, A from Robinson/WPFW only. These are the primary models for feedback and discussion. The annotated B version is a result of subsequent discussion at KPFA only.

Donna introduced key aspects she had identified.
1.Degree of local power vs. central power.
2.Board of Directors of the Foundation.
3.Members of the Foundation.
4.Other Spooner proposals.
5.Proposals by members of this committee

Jamie Ross gave a discussion of the A and B drafts on topic 1, differentiating between them.

Composition: A has 35 members. B has a standing committee of the national board, with 18 members.
Powers: A give local board role in GM selection. Some say in GM evaluation. Needs assessment.
B has much wider functions, which he spelt out.

He also explained that B has 90 members, and the local board members are all directors to avoid liability issues, as had been explained to him by Spooner.

Comments:
Steffie most important question before the iPNB is whether or not to give power to local boards. National board is too removed from local station. Devolution of power to local will strengthen and help ensure hijacking again.

Steve Brown WPFW has a very questionable audience, and he suggested reasons for emergence of the A proposal.

Steve Seltzer local members are running the station and the network. It is a lot of work for a lot of people. Susan Lee model B requires local board has fiduciary responsibility. This responsibility is spread throughout the 5 stations. It is fiduciarily irresponsible. If one station is irresponsible, all national board members are liable or responsible. The construct is not good. She worried about getting insurance in the absence of oversight of local boards.

Brad Taylor noted article 9 of B re non-liability.

Susan there is a need for central oversight.

Steve Brown thinks the insurance of the foundation is not problematic.

Marcia Newfield is there a model in between these two.

Bob Lederer there have been some suggestions along those lines.

Andrea local boards were historically governing prior to 1978 acceptance of CPB money. Original conception was self-governing stations, and not a new idea. Favors B.

Bob Lederer: worried about problems at T, K and W, because of the listeners voting for the boards there. Suggests middle ground and revisit after 2 years.

Rashida Ismaili Abubakr not in support of strong local governance. She is very disturbed and concerned by wide divides between listener and staff groups. She is trying to make a decision about her role in Pacifica and WBAI, considering she has seen no sign of progressive change in the group that has attacked her. It is difficult for certain people to hear African people. Is there a role other than supporting for people of African descent?She feels there should be a basic decorum. People do not come to meetings because of this.

Harold potential problem of a local board going out of control, with major check being elections by listeners or members. Needs checks and balances.

Berthold Reimers is there place in Draft B where national committee can override local decisions?

Patty difference of 2 types of boards is about power over station, suggests not micromanagement but oversight. Suggests at least 1/3 of voters are Democracy Now! supporters. Even WPFW LAB is progressive. There is a desire for community programming. Boards in place now are trying to be community based. Each station can pay for its board members insurance.

Donna in 1977 there was a rogue board at WBAI. While there is a need for local control who is checking them? Points out that B has national programming committee which can find a station's programming is not meeting mission.

Carolyn would prefer adding checks to proposal.

Susan need compromises.

Fred A is for an all advisory board. B is recipe for governance by lawsuit. Need something in between give power of board to hiring of GM, and renewing of contract.

Mike Beasley lets go back to our straw polls for our model. Do what we want at WBAI. Who are the listeners the 200,000 they don't show up, who has done the demographics of the listeners. How do we ask the listeners do you want to get involved?

Vote for Robinson 0, Spooner 14, Other 23.

Donna: Do we want the local board to have some powers but with oversight by national? National committees would have more oversight and more recourse than is there already.

Marian Motion: we list items to be discussed and do them next time.

24 For, 1 Against, 3 Abstain.

Anthony Mackall why we cannot have a strong local board that is not subsumed within the national.

Ray explained?

Josh lets have mock hijackings.

Brad: Suggests slow evolution to devolution, with national oversight.

Fred insurance will increase. Board should be limited to hiring and renewal of GM. Susan we need a nonprofit lawyer to assist.

Bob 4 areas: GM hiring, budgeting, programming, policies. Steffie 5th area, training community to do radio.

Cerene should not use term "national committee" until we agree on the form of the national board. Want LAB have power to evaluate GM. But not approval of all hiring. Rashida concerned that there be some composition of staff in the various committees.

Cerene 2/3 of national board should be from LABs.

Andrea all funding sources must be approved by local board.

Mike B take government money that does not infringe on mission.

Larry need to communicate all results of bylaws cmte to national.

Rashida consider general statement of 2 or 3 sentences that summarizes our mission/goal.

Donna need to think what we mean by "other".

But there are other questions, we need to focus on next week. And to convey our thoughts in a timely way to the national committee.

Patty Motion: that we send a summary in a concise fashion of what we have done until now to the national bylaws committee based on the straw polls.

Vote 22 For, 6 Against, 4 Abstain.

Joyce bring it before this body next week. 15 For, 10 Against, 5 Abstain.

The meeting ended at approximately 10:30PM