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Directors present:
David Fertig, Carol Spooner, George Barnstone, 
Leslie Cagan, Ray LaForest, 
Jabari Zakiya, Teresa Allen, Dick Gregory,
James Ferguson, Marion Barry, 
Robbie Robinson [comes in during lunch break]

Not present: Charles Smith, Bert Lee, Pete Bramson, 
Janice K Bryant (ill)

Proposed Agenda:

SATURDAY, DECEMBER 7 
9:00 am Where is Pacifica headed? 
(Discussion on issues such as possible re-structuring 
of the organization, staffing needs, our
presence in Washington, DC, use of the airwaves, etc.) 
10:00 am Treasurer's Report 
10:20 am FY2003 adjusted budgets 
Policy/procedure guidelines for financial matters 
12:15 pm Lunch Break 
1:30 pm Bylaws Discussion 
4:30 pm short break 
4:45 pm Race and Nationality ? next steps in this work 
5:30 pm Affiliates - next steps in re-building the program 
6:15 pm Adjourn for the evening 

Meeting convenes  9:19 am

Chair Cagan - tries to get things started
Welcomes Dick Gregory. Makes sure that board members
have various documents.

Where is Pacifica headed? 
(Discussion on issues such as possible re-structuring

Cagan - this agenda item was proposed by Zakiya.
Only an hour for this, so asks board members to limit
their comments. Thanks to all the stations and websites
for the broadcasting. Zakiya will open...

Zakiya - It's good to review the past year.
Wants to communicate to the people who will be the incoming
national board.
One of the main issues is the relationship within Pacifica
between the local and national, local autonomy etc.
We have to re-examine the nature of the foundation.
The Articles of incorporation
say that we should be as 
self reliant as possible, this means that Pacifica 
will need to go into business ventures.
Programming: Pacifica programming should not be a political but
educational.
Urges the incoming board to examine where Pacifica should be going.


Allen - Appreciates Zakiya's comments particularly comment about
being grounded in reality. Concerned about the hypocrisy of 
people who call for improved dialogue, transparency and democracy etc but 
block this for some people. Supports transparency for an
improved dialogue


Barnstone - We have not had dialogue about where


Spooner - the original Articles of incorporation set out cultural
and political goals for the foundation through broadcasting
peace, resistance to tyranny, justice and bringing the voices
of communities to the air; to bring people together around these
issues. This has always been a common 
understanding as to what Pacifica is 
about. But, over the last 10 years that began to change.
Not all of all what happened is understood.
Some things have been left behind and it's important
to recall some of them.
In the past Pacifica relied mostly on volunteers.
That changed when the subcarriers [a side part of the broadcast
signals that could be rented out] provided some funds
which paid for national programming, but those funds
have decreased. People producing 
daily produced programs need to paid, but locally produced
not-daily programs can be done by volunteers. Paving the way
for this is one of thing we can do in these difficult financial
times. National programming should have a national income.
The local income covers the local. We may need to focus
on local programming which can shared around the network.

Fertig - Appreciates all the iPNB members perspective.
We have problems because we've been rescueing a shipwrecked
Pacifica. We need to recognize that Pacifica is still repair mode 
not in moving forward mode and that we're in interim mode.
The job of the iPNB is to return Pacifica to a healthy
running condition so that the incoming elected national
board can move the foundation forward.

Cagan - We are an interim board with the task to get 
Pacifica out of the problem period. Finances still dire despite
massively generous listener support this year. The primary
task is to set up the bylaws and governance so that Pacifica
will then be able to function and move forward. It's important
to do this with keeping the future in mind as this needs to be
done with ideas and input from all parts of the Pacifica 
community. We need to complete this task and move out of the
interim period. Also, feel that the iPNB is not
dysfunctional.[ as Fertig has said ]

LaForest - This discussion is important. Important that
people throughout Pacifica have access to express their
view and needs. Talks about how things got done in his
union.

Gregory - Thanks god that everyone arrived safely.
He reads a lot of newspapers, stays very informed
... information is power.
Tells how he came across Pacifica radio when,
during his drinking days,  he flipped his car 
in an accident and somehow Pacifica radio 
had come on and he thought he had died 
and gone to heaven.
[laughter]
We in the U.S. have to see who we are and what we mean to
humanity- to face up to reality of the evils
of our country. Then we can move forward and
deal with issues. This is not done by fighting
etc. That oak tee came from a nut.  Analogy of a 
tree without sunlight that grew nevertheless grew 
to be the biggest tree in the forest because God gave 
it deep roots to compensate for the lack of light.  
Once we realize who we are and that we have the 
ingredients to change...swamps and mosquitoes...
learned from his mother who deceived herself
with makeup, covering over what is real etc...

The question is what do we have do make the
necessary changes.
This is tough to do without good information.
The media is always creating and hyping - 
...story about how he traveled to West Nile
and west Nile virus doesn't exist in West Nile.
[laugher]
Thanks for the work that the iPNB has done
so far, there's much integrity and intelligence
present.
The world has and will survive with out Pacifica,
but we need to do what we can.

People need to acknowledge whether they can go the
distance and not impede, if they can't they should
step aside and make room for people who will
do the work.

Thank you for being here and for the love...
[applause]

some public comment

Lisette King, WPFW area - We are having much
dialog about what but not so much how
Doesn't want to see change is the basic nature of Pacifica.
- Supports show of commitment though volunteering.
- Supports education of listeners as to the Pacifica mission
- Pacifica having a broader scope, reaching more communities
and segments of the world
would produce better results
[applause]

Rhyme Khathouda, WBAI/WPFW - We need to stop being gate keepers.
Talks about realities of Zionism and the need to 
help connect people in Jewish community with each other
and to promote peace. We need to bring more people/programming in:
national youth programming, non-english speaking.
Need  more training for staff.
People in the Pacifica  communities need to know each
other better. We need to do much more that just be on the air.
We need to pay more attention to what's going locally in DC
and elsewhere as well as the bigger 
national/international issues.

Randy Zimmerman, WMNF Tampa, Free Speech Radio News - It's 
easy to do a good job when surrounded by 
experienced people. Need to bring in more
training. Many hard working volunteers are involved.
There is a lot of flow between 

Feels that it's not accurate that Pacifica doesn't 
currently have enough funds for 
news and news training. 
Request that Pacifica commit to training.

Susan DeSilva, KPFA LAB - responds to some Zakiya comments.
Disagrees regarding going into business ventures.
Pacifica listeners should be the sole income source, 
Should be de-facto owners of Pacifica.
[applause]
This is essential in protecting the nature of Pacifica and
in keeping the foundation responsive to the
listening community.

Mary Berg, KPFA - Lew Hill had been told during
a difficult time in Pacifica history that 
listener sponsorship was not enough for the 
financial survival of Pacifica and that has
proven over the years to not to be true. 
There may some need for some other funding
sources for now, but that kind of funding should
not  be made policy.
Programming should come from local sources,
don't need glitzy national programming
[applause]
Essential that staff eligible to be on all 
governing boards in the interest of grounding 
the policy making. 

Ted Wiesgal, KPFT area - this dialogue regarding the direction
of Pacifica needs to come from the local level.
Supports Pacific having involvement from colleges.
Supports using the archive to publish books - 
could be a non profit enterprise.
The right wing has taken over school textbook ]
selection in TX ...
The priorty right now though is the completion of the 
bylaws.
The iPNB needs to do better organizing the work 
of committees across the network.
The bylaws amending process is essential.
Doesn't support listener binding referendum.
There needs to diversity in programming in order
to create diversity.

Willie Radcliff, KPFA LAB - Welcomes Dick Gregory props
for all his works. Props to the iPNB for accomplishments.
Props to proponents of constituency model
because it helped move the issue of 50-50 diversity
in KPFA area. Doesn't agree with their method though.
There's been much hard work and dialogue but
Pacifica needs to move forward on the bylaws.
There can't planning until then.
The iPNB must reach a consensus at this
meeting. Three hours on the agenda is enough
because we've done the work.
Let' move this forward...
[applause]

Fertig - Did not mean to suggest we are dysfunctional, 
but most important thing to do as listeners is to start conversation 
about what you want, what your vision is, so that we are not 
voting for people based on how they look. 

Verna Avery Brown - We don't have to fear the concept
of national programming. It doesn't mean either or with regard
to local and national. The national broadcasts this past
year have been a success with it's model of rotating through
all the local stations. We have a network, let's use it!
If there needs to be dialog regarding national programming
let's have it, if there needs be changes made let's make them.
We up against an awesome enemy, we need to use everything
we have to fight the Bush Administration [applause], 
and the war etc. We should be focusing on other issues like
housing etc but for now we have to do this.
Reads from lengthy statement as to the state of things in the
U.S. and making the case for national programming...

Zakiya - Regarding these comments... People coming
to these meetings need to learn that when someone 
presents something outside of your ideas the first
thing should not be to attack it but to understand 
it.[applause]
There needs to be less animosity and more trust.
It's not helping the foundation or your own
agenda.

Cagan - thanks Zakiya for coming up with the 
idea for this discussion. Welcomes Barry who has
come in.
Acknowledges the work of Father Phil Berrigan
who very much embodies the mission of Pacifica
and who has just died.

- moment of silence for Father Phil Berrigan -

Treasurer's Report 

Treasurer Zakiya reports: Sept 2002 to now.
Goes over written Treasurer's Report:
-Accounting software - change over would cost 
$25,000, supports doing it.
- Audit will hopefully be done by Feb.
- Banking system needs to be reviewed by finance committee and 
revised. Currently functioning.
- Budgeting process still in need of reform. Need for 
the ability to do planning. Needs recognize Pacifica 
a national entity in order to effective.
- The extra iPNB bylaws meetings were unbudgeted 
have cost around $40,000. Bylaws shouldn't be ratified 
before financial impact of holding elections determined.
- Debt reduction - still ongoing.
- DN contract: have paid out $200,000 already, more
due - major drain
- Finance office - has issues with rebuilding the finance staff
in order to move office to Berkeley. Calls for a detailed 
plan from executive director before acting.
- Fundrasing - a record year but next year may not be as
good due to difficult economy. Supports other fund resources
- In conclusion: very pessimistic about moving the 
finance office from DC to Berkeley at this time.
Pacifica needs to establish a debt reduction plan
and schedule.
The affect of the bylaws could be substantial, calls
for a financial impact statement regarding Bylaws.
The sooner we get back to refocusing on matters of
the Pacifica mission, the better.
questions

Barnstone - Why are WPFW's expenses so high?

Cagan - that's a matter for tomorrows station reports


Barry - Props to Zakiya for hanging in there.
Is there budgeting for the software budgeted yet?

Zakiya - no, but it will be worth it. Would save money.
Windows operation system is no good.

Barry  - who decides to go ahead with the change?
A: ed has yet to sign the contract

Yasmine Ryan , Pacifica Controller - disagrees with 
Zabari as to changing the software now due to training 
issues. Zakiyas's software
is good, but now is not a good time

Coughlin - The time is not now. Agrees it could be good in
the future

Barry - asks Zakiya why now?

Zakiya - It's not so much so the accounting software but
the Windows operating system - many issues including viruses
and expensive licensing. It's worth doing it now before the
permanent staff is trained. It's worth the inconvenience.
Has had experience with such changeovers when working for
the government. Has talked the contract people down from
30k to 25k

Cagan et al- can we resolve this now?

MOTION: treasurer recommends shift to
new accounting software and instructs
executive director to implement

Fertig - Props 

1 for
7 against
2 abstain


Ferguson - asks about budget process regarding funding
all the special iPNB meetings

Cagan  - there will be a discussion

LaForest - wasn't the Microsoft operating system
disused before the accounting software was switched?
A:no
Asks Zakiya if there other concerns...

Zakiya - is concerned that eventually Ryan will not
be the controller. Recalls the state of the financial office
when we he came in. Ryan had quit but was brought 
back and saved the situation.
The iPNB can't have a real appreciation

Yasmine Ryan - thanks, but there will be someone that will
be able to do it

Zakiya - 

Cagan - Props to Ryan and the finance staff
[applause]

Allen - Concerned about the cost of elections at KPFT
[Spooner - clarifies cost of elections at KPFA (8 - $10,000)]
Did elections cost affect KPFA? Was the elections funds
raised separtately

Spooner - the elections at KPFA didn't negatively impact
on the station. Initially the money was raised separately,
but the cost in now in the budget.
...various details...

Barnstone - ...

Cagan - concerned with sentence in tres. report that suggests
that there are personal and individual concerns being put above those
of the foundation...ask that it be removed from the report
because it's not true and 

Zakiya - explains the in writing the checks he sees 
that things not being done well at time costs the 
foundation. Moving this meeting out of a non-union
hotel cost $5,000

Fertig - Angry, resents the example as 

Cagan - moves the agenda


FY2003 adjusted budgets
[ Pacifica budget for 2003 (26 page pdf - 537kb) ]
Zakiya - Pacifica doesn't have a budgetary process because
we don't deal in reality and plan what we want to do for the year as
he' suggested. The iPNB needs to be deliberate and 
analytical. The stations have always found a way to operate
but the foundation must get organized


Cagan - takes exception to Zakiya's about people
 putting their personal individual 
concerns above Pacifica's welfare.  Please remove this 
from the report.  

Zabari - will not, that is his opinion.  
This meeting for example was scheduled last January.  
All expenses decided on by individuals 
deciding to spend money on individual things.  Wants to 
talk about the process, to which numbers are irrelevant.  We do 
not have a process, which is derived from goals and objectives.    

Ferguson - will the statement be removed from tres. statement?
A: no 

... some discussion about the moving of this meeting
from the original Doubletree Hotel location which turned
out to be non-union...

Barry - 

Yasmine Ryan - the budget was just completed, was not an intent
to get it to LAB chairs



Barnstone - Criticizes larger expenditures for WPFW over
KPFT

Ryan - Clarifies items etc.

Cagan - clarifies the budget document layout

Barry - were we planning to adopt the budget today?

Cagan  - we were hoping to, but seeing we just got it,
there hasn't been time to properly examine it...

Spooner - The board should not approve this budget because
it has a deficit. In this budget the national office would
take up all the surplus of money from the stations.
The iPNB needs to discuss where we can cut.
Goes to national office rent - there are 7 months
that wont't have to pay when national office will
be moved to CA. 

Ryan - may have to pay out to the end the DC lease

Spooner - we can sublease... A:yes
$30,000 a month for legal seems high, asks for some details

Ryan/Spooner - goes over various legal activities...
agreed that this can be reassessed and Spooner

Spooner - $50,000 national development item? 
...discussion - item cancels out 

Spooner - national development director?

Ryan -starts in Jan.

Spooner - we expect the national development director
to generate more revenue than has been projected.

[... get a bit behind and lost here ed. ]

...discussion about income from side carriers decreasing

Coughlin - clarifies how it works and that new technologies
are competing with sidebands reducing their value.

Spooner - her point is that there needs to needs to be a new
source of income for national. Urges iPNB to not to approve a
deficit spending budget this year. 

Barry - the budget needs to accommodate contingencies.
The iPNB needs to decide whether it's willing 
to adopt a deficit budget. Asks Spooner as to why
she's against ?

Ferguson - Who make the decision as to board
expenditures?

Ryan - She comes up with that line in the budget
based on past data

...some discussion regarding whether unplanned
meetings etc are in budget A: yes

Ferguson - the costs for national office is possibly
beyond budget as well? A: 

Fertig - Though Democracy Now! is a huge national office
budget item, they bring in much more? A: yes.
Pacifica can raise this money. We will generate less
unless 
Supports increasing prioritizing of training etc.
National office: "let's grow rather that blow it"

Coughlin - they are working on the national office plan
and budget

Cagan  - iPNB needs to help the stations get better organized
in getting the budgeting and financial information to the national
office so that they can get the budget together. There has to be
more effort.
A few more items:
There needs to be a better breakdown of station staff item.
What is the $200,000 consultants expense?

Ryan - temporary staff, accounting software, server work

Cagan - need to look at reducing that item in the future.
Where is the payments to Westhill (hijackers PR firm)

Jasmine - it's in cash flow item... something about
it being a 2001 expense

Zakiya  - is there budget for:
program director? A: yes
program staff? A: no
nat tech dir? A:yes
nat tech staff? A:no
Outeach dir? A:no
Question about office space when lease changes

joke about where the staff will sit
[laughter]

Coughlin - clarifies something

Zakiya - needs to be a real plan...
How much has full staff cost?A: $20,000
temps? $6,000 month
what is projected cost for coming staff?

Cagan/Ryan - the info is coming next week
in Report

Zakiya - what is projected allocation to cover
national board functions? A: not determined
It this going to be determined? Is there is 
procedure?
A:no

Spooner - to Barry - would be more flexible
about adopting a deficit budget if the circumstances
weren't so dire.

Barry - where in budget is projected debt retirements?
A: in cash flow.
Debt retirement needs to dealt with in a  good budget.

Spooner - The budget is written to deal with the current
year's expense...

Ryan - can't afford 

Barry - proper procedure is to put the debt in the budget
even if you have to get loan to cover. Important for 
legal purposes...

Ryan - it is, in the cash flow item ....

Barry - this is not good...

Cagan  - agrees. It will be better to include the debt
issues plainly and  clearly in the budget.

Ryan - There should not be confusion 
with an operating budget with these items. 
Can come up with separate cash flow budget document 
to show how the debt would be paid off.
Agreed.

LaForest - questions WBAI's larger expenses 

Ryan - WBAI has high radio tower and 
studio rent total: $440,000

LaForest -  ask about premium expenses

Ryan - high for WBAI. different at each station. 
needs to be examined.

LaForest - about premium/postage expense 

Ryan - suggests looking into consolidating into one vender
for all the stations in order to save money.
She would of liked to look into it but hasn't
has time. That would be a project for the new controller...

Barnstone - talks about various station expense versus 
income figures

Cagan - different stations have different expenses.

Ferguson - suggest moving this item to tomorrow's
station report section

Coughlin - points out that the stations have only been
instructed with balancing budgets, not dealing in surplus...

Barry  - what happened between Sept and now regarding the budget
process?

Ryan/Coughlin - been very busy. Working on organizing the 
national staff for move of office to Berkeley

Zakiya - as to the stations being instructed to balance budgets
there is too little attention to organizing Pacifica as national
entity... The stations should take their costs from the income and
any surplus should go to national.
Pacifica needs a financial planner/organizer - would benefit 
from more central planning to coordinate many operations
with more efficiently.

Ryan - Agrees this would be good, but can't afford 
hiring this person now.

Zakiya - But it would save money to do it. Pacifica shouldn't
budget entirely from an emergency point of view but essential
to act on Some items from future perspective

Cagan - one more question

LaForest - will the national office be involved regarding
outreach coordinator [?]

Coughlin - Some 

Cagan - this was covered earlier

Spooner - agrees with Zakiya that we can't continue to 
budget by the seat of our pants...

Barry - agrees that financial planner would pay off

Cagan - ask for motion regarding the iPNB passing balanced 
budget.

Spooner ...some back and forth as to time period


MOTION: that the national office
present a balanced budget by January 15, 2003
for approval

Barnstone - that it's not really the 
national staff job to refine

Cagan  - the stations will be involved

10 for
0 against
1 abstain

Cagan - asks Ryan who will give feedback

Cagan - introduces Don Rojas the new WBAI general manager
[applause]

...clears up lunch plans

lunch break 12:54pm


Reconvene 2:05 pm

Cagan - tries to round up iPNB members.
Musters a quorum and waits for signal that we're
on the air...
running late...
[Fertig jokes that we adopt the bylaws 
iPNB raises hands.... ha, ha...]

Welcomes broadcast audience.
Invites DC to come down to the meeting
and the evening's reception.

Bylaws Discussion

Cagan - It was hoped that there would be a vote
on the bylaws at this meeting, but that is not
going to happen.
At this meeting there needs to be a plan formulated
for completing the process.
The main outstanding items are:
-elections policies
-members right
-amending the bylaws
-at large members
The main issue is elections process.
The iPNB had asked that the LABs meet
in the last week and appreciate that they
were able to do so during the holiday 
weekend...
Is calling for each LAB to report and
then the iPNB will figure out how to proceed.
There will not necessarily be discussion

WBAI LAB Miguel Maldanado  - after brief presentations
of hybrid model 

2 KPFA model
0 hybrid model
7 for, plus 1 on phone constituency model
1 abstain 

WPFW LAB Sam Husseini  - first LAB meeting on bylaws.
Presentation of background info. A new proposal brought
be Zabari.

Votes:

self selection
12 - 1

4 KPFA model
2 hybrid model

2 neither
2 hybrid
1 KPFA

8 Zakiya model
2 hybrid
1 KPFA

KPFT LAB
Sense of the committee that there should be no diversity
quotas, but that outreach committee be established.
Better for 

7 KPFA model
6 KPFT model [ KPFT draft ]

no support for hybrid model
Strong sense of the body that in the interest
of moving things forward they would agree to the
KPFA model


Spooner - is the KPFT model the KPFA model without diversity 
requirements? A: pretty much 

LaForest - KPFT LAB feels that good will 
is enough for diversity?

KPFK LAB Kwazi Nkrumah
Voted down hybrid model.
7 against , 0 abstain

Decided to not yet vote on KPFA model.
Disagreed with some elements but feels that they
could go with the it with some modifications.
Some in favor of higher diversity requirement

Susan Desilva, KPFA LAB 
- reject hybrid/constituency models
- support proportional representation and 
1/3 of LSB elected by staff
- LSB have 16-24 members
- PNB have 20 directors from LSBs 
and 4 [?] 
rejects that on-air staff cannot be on
PNB
- endorsing grandparenting listener seats
for up to one year

LaForest - grandparenting to help pretect from
takeover? A: yes

Cagan - summarizes the combined results of all the
LAB feedback...
No support for hybrid, 1 (WBAI) LAB for constituency model,
1 (WPFW) LAB for Zakiya draft, 4 supported some system 
of diversity. 3 ( KPFT, KPFK, and KPFA) supported KPFA model 
with proportional representation and  
differences in how to ensure diversity.  
What needs to happen is that as KPFT, KPFK, and 
KPFA are largely in agreement, they need to talk 
with each other and come up with 
basic proposal on elections, to deal with diversity issue, 
and bring it back.  Then WPFW and WBAI should see 
what comes out of that and see if they can agree with it.   

Fertig - the issue seems to be that mechanism for
diversity might be discussed

Spooner - Until at least 3 of the LABs agree on something,
there's little use in the iPNB further discussing elections
procedure. Agrees to send it back to LABs.

Barnstone  - why limited the discussion to the "Ks"?
[a joke about there being 3 Ks... laughter]
All the LABs should be included.

Cagan - yes, but it's not good to start all over again.
The three K LABs are close and what they can come up
should be the starting point and the Ws should come into
the discussion then.

Spooner - we don't need unanimity, though we would prefer it
The three K LABs are close so that would be the starting point

Cagan - also, reminds people that the LABs are supposed 
to vote on these bylaws items
What would be a good timetable for this?

Spooner - Also, the LABs have to approve on the 
procedure for election of the national board and
the size of the boards. 2 have so far.

LaForest - if 3 LABs vote on something then the iPNB
automatically accepts?

Cagan  - no, the iPNB will still vote on these items

Barnstone - gets some clarification from Spooner

LaForest - argues that consensus of three labs is not 
enough - there should be some kind of discussion.  

Allen - wants people to check out the recent 
Zakiya bylaws draft. Interesting ideas...

Spooner - Yes, very thought provoking, but we are bound
by the the lawsuits settlement to hold elections.

Allen - playing devils advocate, could we not go the
judge and change this? A: yes, but it would be very
difficult, would require signatures of all people
involved.

Cagan - clarifies the proposal to have the 3 K LABs
work out differences

Barnstone - would this be the final process A:no

Cagan - asks for indication from K LAB chairs  whether
this is alright

Deb Shafto, KPFT LAB - the 3 K chairs have just agreed to meet 
night and work on it [applause]

Susan Desilva, KPFA LAB - clarifies that she's agreed to do this,
but they can't speak for their whole LABs until presenting
them with the results.

Sam Husseini, WPFW LAB - requests that the 3 K LABs check out the
the minority proposals for some very good things that may fit into
the end result

Kwazi Nkrumah , KPFK LAB - We do want to talk and 
will take anything reasonable 
back to our labs, will take straw polls among labs present.

Miguel Maldanado, WBAI LAB - suggest that all LABs get 
together.  

Cagan - The goal is not to exclude,but doesn't 
want anyone to take advantage of that and reopen 
items already closed.  If the other two are willing 
to enter that discussion with that agreement, that 
is fine.  But please do not go into that discussion 
raising ideas and models already rejected.  

Maldanado - says if those are not willing to make 
compromises it will not work.  


Fred Nyguen and Marion Bornstien, WBAI area - loudly 
disrupt meeting demanding to speak on this. Anthony Mackall,
also from NY joins in. Fertig playing the harmonica.
Shouting and confusion...

Cagan rides out the disruption and refocuses the meeting.

Cagan - We still need to set the time frame for finishing
the bylaws and holding elections ...Spooner will put together a
summary of items for the LABs that they have to sort out.

Zakiya - 2 things to be resolved by the LAB, 
how to constitute local boards
and the station boards. Not much conflict with the national
board issues. Supports focusing the LABs on resolving on the
local station board issues.

Spooner - there were a few other items for the national
board to work out as well, but the draft is pretty much
ready to go to the lawyers while the LABs work on the
one big missing chunk. 

Cagan - the question is how do we proceed... perhaps combining
what Zakiya and Spooner were saying and sending something to 
a lawyer.

Zakiya - would wait til the bylaws are completed to send til
a lawyer

Barnestone - what does Fertig(lawyer)think?

Fertig - supports sending it sooner

Spooner - The lawyer review will take time 
which can be

Zakiya - is this  pro-bono? concerned about cost

Fertig - it's better to hire someone

Cagan - calls for a motion

Spooner -
MOTION:that bylaws pulled together so far 
to be sent to a lawyer as soon as possible
6 for
3 against


Zakiya - proposes a spending cap

MOTION: authorize $10,000 for 
bylaws review by lawyer

7 for
2 against
1 abstain



Cagan - need deadline for work by the 3 K LABs to come back
with combined elections proposal
January 15 agreed

Cagan - do we need another special iPNB bylaws meeting?

Spooner - we would need to do this

...some discussion as to the logistics of getting final draft
together... move LAB deadline up to Jan. 10 so that things
add up in time

Cagan  - goes over plan

Jan 10 LABs deadline
Jan 17 lawyers
Jan 31 iPNB meets in L.A.and adopts bylaws

Spooner - too tight

Fertig - yes, but we must move this forward

Cagan - will

Spooner - request that the LABs move up their deadline

Fertig - agrees for the LABs

LaForest - clarifies that what Anthony McKall, WBAI LAB,
wants to point out that reps from the WBAI LAB will
also meet with the K labs tonight.

Cagan - points out that we also still have to go
back to the judge etc.

Fertig - we should aim for elections in April

...discussion about logistics regarding the rest of
the process - elections etc. to possibly completed
at end of July.

Zakiya - would ask for an extension of a year .
Doesn't believe the LABs will produce something
workable by Jan etc Has no faith that things 
get thing when done...asks for realism
...some back and forth with Fertig who
supports extension July 31...


MOTION:for extension till
July 31
5 for
4 opposed
1 against

Not a 2/3 majority balanced majority

Fertig - extending is easy.Let's go for the earlier
date, then extend again if needed


MOTION:
for extension till
Sept 30


Spooner - speaks against. We need to inspire
ourselves

Zabari-  setting a later date only spares us for
setting another extension, doesn't mean that process 
can't be completed before the deadline.

Ferguson - supports less time. Supports June 30
end date

MOTION:
for extension till
Sept 30
1 for
7 against


MOTION:
for extension till
June 30


LaForest - June 30 one month 2 short...

MOTION:
for extension till
June 30
7 for 
3 against
[applause]



Cagan - returns to grid to wrap up some bylaws items:

From KPFK draft
ARTICLE THREE, section 2

SECTION 2 "RIGHTS": 

(A) Election of Directors. (1) The Members for each station area shall have the
right to elect SIX (6) Directors FROM THEIR STATION AREA, who shall sit on
the NATIONAL Board of Directors. [KPFK bylaws subcommittee strongly
believes that Directors should be elected by Members, not by Station Board
directors.]
[KPFK bylaws subcommittee strongly believes that staff positions on the
NATIONAL board are an inherent conflict of interest and should not be
permitted, therefore we have limited the number of staff directors, which are
appointed.]

(B) Amendment of Bylaws. Any amendment of the Foundation bylaws, shall
require the vote of approval of the members, in order to be effective, AS
SPECIFIED IN ARTICLE FOURTEEN.

(C) Amendment of Articles of Incorporation. Any amendment to the Foundation
Articles of Incorporation shall require a vote of approval of the Members. 

(D) The Members of a radio station area shall have the right to recall any
Director elected by them. 

(E) MEMBERS SHALL HAVE A RIGHT TO ATTEND ALL BOARD AND
COMMITTEE MEETINGS, EXCEPT THOSE CLOSED FOR HEARING
PERSONNEL MATTERS, AND TO SPEAK DURING THE PERIOD TO BE
SET ASIDE FOR MEMBER COMMENT. 

(F) MEMBERS SHALL HAVE THE RIGHT TO ADD AGENDA ITEMS TO THE
LOCAL STATION BOARD MEETINGS FOR DISCUSSION AT THE
FOLLOWING MEETING EITHER BY THE WRITTEN REQUEST OF TWELVE
(12) MEMBERS IN ATTENDANCE AT A MEETING OR BY TWENTY
MEMBERS' SIGNATURES ON A PETITION.

(G) MEMBERS SHALL HAVE THE RIGHT TO HAVE LOCAL STATION
BOARD MEETINGS RECORDED AND AVAILABLE TO THE MEMBERS
FROM THE PACIFICA ARCHIVES AND SHALL BE ARCHIVED ON THE
STATION WEB SITE.

(H) MEMBERS SHALL HAVE THE RIGHT TO A MONTHLY BROADCAST
REPORT TO LISTENERS BY THE LOCAL PROGRAM COUNCIL. 

(I) MEMBERS SHALL HAVE THE RIGHT TO FUNDRAISING REPORTS,
INCLUDING THE TOTAL RAISED BY THE EVENT, COSTS AND NET
PROCEEDS TO BE AVAILABLE ON THE STATION WEBSITE IN A TIMELY
MANNER.

(J) MEMBERS SHALL HAVE THE RIGHT TO HAVE THE STATION BUDGET,
INCLUDING SALARIES (TO THE EXTENT PERMITTED BY LAW), MADE
AVAILABLE ON THE STATION WEB SITE IN A TIMELY MANNER.

(K) MEMBERS SHALL HAVE THE RIGHT TO HAVE A REGULAR MONTHLY
LOCAL PROGRAM OF UNSCREENED CALL-INS ON: (1) PROGRAMMING
ISSUES; AND (2) ANY OTHER TOPIC THE CALLER WISHES TO DISCUSS.

(L) EACH PACIFICA STATION SHALL HOLD MONTHLY COMMUNITY TOWN
HALL MEETINGS DESIGNED TO GATHER COMMUNITY INPUT ON
STATION MATTERS, TO CRITIQUE CURRENT AND PROPOSED
PROGRAMMING, AND TO CREATE OPPORTUNITIES FOR LISTENERS TO
BECOME MORE INTEGRATED POLITICALLY, SOCIALLY, AND
CULTURALLY. SUCH MEETINGS SHALL BE HELD THROUGHOUT THE
LISTENING AREA, ESPECIALLY IN POOR COMMUNITIES AND
COMMUNITIES OF COLOR, AND WILL BE BROADCAST LIVE AND IN
THEIR ENTIRETY OVER EACH LOCAL STATION'S SIGNAL.

...discussion of the various items. Determined that 
most of them are covered elsewhere


Spooner - MOTION: 
for adding item (F) to bylaws

4 for
6 against

Cagan - asks if there's motions on other items?
Feels that these are not bylaws items. 
Posting information is just  members rights
but for the the public as well

Zakiya - goes over the 4 basic members rights
covered in his bylaws draft
This is sufficient.

Spooner - disagrees that members have the right
to access to all foundation documents or
are able to sit on all committees

Robinson - members don't have legal right to 
access membership list

Spooner - actually they do for the reason of legitimate
member use

Zakiya - can we agree that members have right to elect
the boards?

Cagan - clarifies that iPNB is passing on the above
KPFK proposed member rights now we're addressing
Zakiya's question

Spooner - we didn't make up a list of member rights,
members rights are addressed in different bylaw sections

Zakiya - we've defined what a member is, but not what
their rights are

Cagan - points out where they actually have done this.

Zakiya - also have to define the rights of delegates

...some circular discussion over this.....

Zabari - to strike ARTICLE FOURTEEN on
emergency bylaws

Cagan reads from 
Pacifica bylaws drafts consolidation - REVISED IN HOUSTON [159kb MS Word]:

ARTICLE FOURTEEN
EMERGENCY BYLAWS
REVIEWING THE BYLAWS

RECOMMENDATION: It is devoutly to be hoped 
that this section of the By-Laws will prove unnecessary.  
The board, however, would be well advised to consider 
adopting these forethoughtful provisions, in whole or 
in part, as developed by the KPFK Committee.  

SECTION 1. WHEN OPERATIVE
The Emergency Bylaws provided herein shall 
be operative during any emergency in the 
conduct of the purposes of the Foundation 
resulting from an attack upon the United 
States or any nuclear, biological or atomic 
disaster, notwithstanding any different provision 
in other paragraphs of these Bylaws, in the Articles 
of Incorporation or in the statutes governing nonprofit 
corporations. To the extent not inconsistent with 
the provision of this Article Fourteen, the other 
provisions of the Bylaws shall remain in effect 
during such emergency, and upon its termination 
these Emergency Bylaws shall cease to be operative.

SECTION 2. EVENT OF EMERGENCY
During any such emergency as described in 
Section 1, the following actions shall be taken:
(1) A meeting of the Board of Directors may be called 
by any officer or director of the Foundation. Notice of 
the time and place of the meeting shall be given by 
the person calling the meeting to such of the Directors 
as it may be feasible to reach by any available means 
of communication. Such notice shall be given at such 
time in advance of the meeting as circumstances 
permit in the judgment of the person calling the meeting.
(2) At any such meeting of the Board of Directors, 
a quorum shall consist of any ten Directors, nine 
Directors and one Officer, or any five Officers.
(3) The Board of Directors, either before or during 
such emergency, may provide and from time to time 
modify, lines of succession in the event that 
during such an emergency any or all Officers or 
agents of the Foundation shall for any reason be 
rendered incapable of discharging their duties.
(4) The Board of Directors, either before or during 
such emergency, may effective in the emergency, change 
the head office or designate several alternative head 
offices or regional offices or authorize the officers 
so to do.
	
SECTION 3. NON-LIABILITY
No Officer, Director or employee acting in accordance with 
these Emergency Bylaws shall be liable 
except for willful misconduct.

SECTION 4. AMENDMENT OR REPEAL
These Emergency Bylaws shall be subject to repeal or 
change by further action of the Board of Directors or 
by action of the Members, but no such repeal or change 
shall modify the provisions of Section 3 as to non-liability 
with regard to action taken prior to the time of such repeal 
or change. Any amendment of these Emergency Bylaws may make 
any further or different provision that may be practical and 
necessary for the circumstances of the emergency.


[some laughter]

Spooner - thinks it's wise to leave it in considering
the state of the world

MOTION: to strike ARTICLE FOURTEEN regarding
emergency bylaws

8 for
2 against

Cagan - reads ARTICLE 17:

ARTICLE SEVENTEEN
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

RECOMMENDATION: KPFK's strongly-worded sections regarding 
amendments to the Bylaws and the Articles of Incorporation 
may provide significant protection against legislative 
attacks on the original purposes and 
mission of the Pacifica Foundation.

SECTION 1. AMENDMENT OF BYLAWS 

A. POWER TO AMEND.
These By-Laws may be amended, altered or 
repealed in whole or in part by the members. 
Amendments may be proposed by a two-thirds (2/3) 
majority vote of the national Board of Directors or 
of a Local Station Board, or by a petition signed by 
100 members. The proposed changes shall be submitted
to the members at least 60 days 
in advance of the annual 
election and shall appear on the 
annual ballot. Announcements 
of the proposed Bylaws changes 
shall be broadcast by all stations 
frequently during the notice 

period prior to the annual election.

B. VOTING AND RATIFICATION.
In order to be adopted, any proposed 
bylaws amendment must receive 
the vote of three-fifths (3/5) of the 
members voting, provided that 
a quorum of members actually votes.

SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION 
(RECOMMEND: Considering addition of Fertig language with regard to 
amendment of Articles of Incorporation.)
A. PROPOSING AMENDMENTS.
	Amendments to the Articles of Incorporation may be proposed 
	by two-thirds (2/3) majority vote of the Board of Directors 
	or by a petition signed by 100 members.

B. APPROVING AMENDMENTS. 
	Any amendment(s) to the Articles of Incorporation proposed by 
	the Board of Directors shall be presented to the Members of the 
	Foundation by mail ballot and shall require approval by 
	three- fifths (3/5) majority of a quorum of the members.

Any amendment(s) to the Articles of Incorporation proposed by 
the Board of Directors shall be presented to the Members of the 
Foundation and must be approved by the affirmative vote of a 
2/3rds majority of the votes representing a quorum of the members, 
or class of members, as applicable, voting by written mail ballot. 

SECTION 3. BYLAWS CONVENTION

No later than April 2004, the national Board of Directors of the 
Pacifica Foundation shall hold a Bylaws Convention to review 
and revise the Foundation Bylaws. The members shall vote to
ratify the revised Bylaws sections. 

Barnstone - asks clarification on what is a quorum

Fertig - need to protect Articles of Incorporation
Supports higher threshold of 75% for votes on bylaws related
to the Articles

Zakiya - Offers simplified language from his bylaws draft
Ask Fertig if he's suggesting removing member voting on the
articles?

Fertig - no, that needs to be a possibility

Cagans - there are 2 parts here; member voting on
bylaws and on changes to the Articles of Incorporation

Spooner - doesnt' feel that the members should ratify every
bylaws change, but should have the right to propose 
bylaws.

Robinson - agrees with Spooner

Fertig - starts to propose...

Cagan - tries to clarify:
One way that bylaws could be
amended is by the national board with
ratification by 3/5 of the Local station boards.
-agreed


Is there agreement that members would act on
bylaws that affect there rights, and the PNB
act on the rest[?]


...some back and forth

Zakiya - feels that this is unnecessary. There 
needs to by more trust. The national board

Fertig - this doesn't have to be difficult,
it 

Ferguson - supports the item because 
it is a referendum

Cagan - yes, but more safeguards need to 
be put in

Spooner - generally referendum that the listeners
care about would not be governance issues but 
programming. Supports a high threshold

Robinson - agrees

Barnstone - the iPNB need to be more responsive
supports proposal

Cagan - 
Straw poll: that there by a 
bylaws that members will
be be able to propose bylaws

agreed


Cagan - move on to amending Articles of Incorporation

Straw poll:Above language but where
threshold 



Cagan  - bylaws convention?

Spooner  - done at last meeting

Cagan - so we're done with the bylaws?
[applause]

Zakiya - ARTICLE SIXTEEN?

ARTICLE SIXTEEN
PARLIAMENTARY PROCEDURE
As to any matter not herein specified, Robert's 
Rules of Order (revised edition) shall apply. 


Spooner - should leave it in

Cagan - would leave it out
Do we need this

Spooner - yes, anyone can wants to can move to suspend
Roberts Rules and proceed informally

MOTION: to leave ARTICLE SIXTEEN

8 for
1 against


Cagan - suggest skipping planned break
2 more items. Moves affiliates item up
in order

Affiliates - next steps in re-building the program

Cagan - earlier the year Ursula Rudenberg conduct a study
of the affiliates.

Ursula Rudenberg, NYC
Presents Affiliates report.
A study of 60 afiliates in 28 states
34 stations had college licenses
26 are solely community licenses.
Talks about history of KU satellite
hook up in the late 90's that
facilitated the  big expansion
of affiliates

72% drop in 2000 in 2 waves,
the 2nd when Democracy Now
went off Pacifica.

There is optimism amongst 
stations that are interested 
in coming back.
4 more stations left in 2001, 3
due to the dropping of Pacifica
National news. 25 stations have come back.
More are interested in coming 
back.

There are many different contract
configurations with various affiliates.

Considerable confusion as to what exactly 
is going on at Pacifica and as to what
their relationship is to Pacifica.
There is still a lot strong desire to be 
connected with Pacifica.
There is appreciation of Free Speech Radio 
News and Democracy Now!.
There is the asset of Pacifica's reputation
for it's mission. The drawback is that Pacifica
hasn't been always living up to it.

Affiliates want better communication,information,
and dependability from Pacifica
They consistently want a single person as Pacifica 
affiliates liaison.

Democracy Now! has 11 new non - Pacifica affiliates, FSRN 26.
Pacifica has to determine what it's package is...

Have to consider the expenses for required for 
stations to come up with hardware to hook up
to the satellite.

Supports coming up with a larger vision for it's
relationship with the affiliates. Many stations
have come back out of loyalty. Pacifica needs
to commit to get it's act together.

Affiliates are a signifigant resource.

Technology needs to considered. Web downloads
may better facilitate 

...the whole being larger than the whole....
[applause]

This report with cool graphs should be on 
http://www.pacifica.org in a week.
Cagan - questions?

Robinson - has heard that affiliates would like to see more
quality programs and to participate
and that Pacifica is behind in technology
and they want a seat on the Pacifica national board. 

Rudenberg - yes, she's heard these things
There is interest in the covering the national protest
because they don't have the resources. They hadn't heard
of the Peace Watch program, Pacifica needs to promote
better. It will take time for the potential affiliates

Cagan - not only talk about what Pacifica offers, but what
the stations offer Pacifica; links to communities, 
Pacifica needs to do a better job of getting advance word
out to the affiliates when doing special broadcasts of 
protests etc to facilitate more involvement.
Some affiliates said they'd give us a year...

Rudenberg - yes, the affiliates were appreciative of 
this 

Fertig - quotes Tom Leher song... how about giving 
free samples of programming to attract stations?

Rudenberg - this would  be good, alot of people
would be receptive

Spooner - we need affaire rep on national board to
facilitate connection

Barnstone - why was moved to a less accessible satellite
[away from the public broadcasting satellite]?

Rudenberg - Pacifica had a plan to make money by setting
up their own satellite system

Jim Bennet, KPFA - it was going to make more money

Cagan - it was an effort to build a business by the
old [hijacker] national board.

LaForest - 


Ryme Khathouda, wbix.org -  point of info re KU:  were afraid that irrevocable 
content would be kept off of NPR.  

Cagan - we need a staff person whose job 
or at least a part of it would be to work with 
affiliates - a higher priority than a national 
program director.  Rebuilding Pacifica is a higher priority, 
and we should put some staff time into it:  not about how many 
licenses, but about reaching more audiences.  We need to reexamine 
the national staffing pattern.  

Pete Korakis, pacifca.org - if we had the resources it
would easy to offer the files on line.
Supports a national outreach/affiliates person.
These days there's 100s of peace rallies across the
country , that's places where we could have hundreds
of affiliates...
[applause]
Could quickly add affiliates.

Deena Kolberg, WBAI -  because the affiliates put in 
for reps on the board, whether it comes from at-large 
seats or not, is there another mechanism for 
affiliates to get representation on the board.  

Allen - Ursula gave us a challenge, I give permission for people 
to gently nag me to stay on task and would like to hear 
from affiliates as well.  

Race and Nationality ? next steps in this work 

Cagan -  Committees at each station. Would be further along if had
not been for the bylaws work being dragged out. 

Steve Conely,KPFA - gives brief overview. Progress has been slow.
A long way to go.

Gelinda Bush, KPFA - Describes document created during
Pacifica Now! conference in SF in June (posted on wbai.net)
and work since then. A committee set up in Berkeley with one
hired coordinator. Decided to recruit one LAB member

Mary Berg, KPFA area -  The KPFA LAB has done the most inspired
work, such as gathering data by Max Blanchet
Hopes that other LABs follow through.

Bob Lederer, WBAI - the committee had planned to ask for funding for 
a paid coordinator, but after hearing this mornings dire
budget report withdraws the immediate request with hopes
of implementing as soon as possible. Request some funding
help for travel and conference call expenses.

Spooner - has the committee looked into the possibility
of a grant? A: hasn't had time to peruse

Conely - The committees goal is to gather and study
and make recommendations

Allen - It's been previously determined to get a grant
for this. Who is working on it?

Cagan - there hasn't been anyone available to find a grant.

Jim Bennet - KPFA has been willing to get this moving
and funded a part time person. Will continue to support
for at least 2 months.

Fertig - KPFK has hired a development director who
can help with this.

Robinson - reads from Raphael Renteria statement
supporting making permanent the position of a person
to deal with race and nationality issues. That these issues
are at the root of conflicts at the stations, particularly the
with the general manager issue in L.A.

Spooner - it's important to get a director hired.
Are are we close to a recommendation?

Conely - could have a recommendation by mid January
Important that there are many complex issues and
that race issues are often used to divide people
so important to understand these issues.

LaForest - yes, these are various serious concerns...

Barnstone - hopes that Asians or Hispanic be considered for
this positions as these groups are under represented.


Cagan - The racial garbage 
and bad behavior, race baiting etc, has got to stop.
[applause]
The work of race and nationality will only have and effect
if everyone in the Pacifica gets involved, not just the
committees.
Particularly in NY, we need to pay attention to this work.
We all, herself included, have to speak out against the 
name calling and abuse. That no way to deal with racism etc.

Allen - gets clarification on where funds will come from...

Cagan - part of the committees current task is to seek funding

Conely - We need to look at things in this process more broadly

Bush - wants to hear reports from iPNB people who volunteered
to be on race and nationality committee.

Fertig - hasn't gotten around to it.

Allen - jokes about something

Ted Wiesgal, KPFT area - hopefully this process will help
expose us to our own racism

Conely - the committee is very diverse...

Lederer - remind board of the proposed bylaws language regarding
diversity of staff, urges that language has teeth.

Conely - gets clarification on what the plan is for
the short term work of the committee...

etc., etc., etc,

Cagan - thanks the race and nationality committee
[applause]

Billy Ray Edwards, WPFW - disturbed that KPFA voted to
support grandparenting because of the case of WPFW 
when the WPFW LAB has voting against grandparenting!...


KhaRabia Rayford, WPFW LAB - clarfies that there 
has yet to be an actual vote on grandparenting
from the WPFW LAB...

... a little loud back and forth

adjourn 6:33pm


Reception downstairs in room with florescent lighting...
Chicken, good carrot cake and other stuff.
Dave Fertig on harmonica, David Moore and _____  from
DC on guitar playing blues. _____ from alliance list
and myself each chip in a little pick'n too.
People milling around in a good mood chatting, lobbying,
eating and being the sort-of family that we are.

Roger Manning, NYC