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Pacifica National Board Regular Meeting Notes
October 1-3, 2004

These meeting notes are not official minutes.
Official PNB minutes posted at pacifica.org

Audio Archive at www.kpftx.org
- Written by Roger Manning, wbai.net editor

October 1- 3, 2004
Ramada Inn Rockville
1775 Rockville Place, Rockville MD 20851

Directors present:
Dave Adelson, Teresa Allen, Henry Co-oper, Marty Durlin, Samuel Kiteka, Sonali Kolhatkar, Ray Laforest, Ambrose I. Lane, Sr., Miguel Maldonado, Roger Manning, Kalonji T. Olusagun, Sarv Randhawa, Mark Roberts, Julie Rodriguez, Gerald Sanders, Wendy Schroell, Zarinah Shakir, Alice Shields, Carol Spooner, William Walker, Donna Jo Warren

Also present as officers of the Pacifica Foundation:
Dan Coughlin -Executive Director(ED), Lonnie Hicks Chief Financial Officer(CFO)

Meeting convened by PNB Chair, Marty Durlin.
Minutes taken by PNB Secretary Roger Manning

The full meeting was webcast by www.kpftx.org

Friday, October 1

9 am
1. EXCECUTIVE SESSION, legal and personnel matters
12:30 LUNCH
1:30 pm EXECUTIVE SESSION: personnel matters
2:30 BREAK (15 minutes)

2:45 pm
Call to Order
2. Chair's Comments (10 minutes)
3. Approval of Minutes (10 minutes)
4. Approval of Agenda (10 minutes)
3:15 pm
5. Reports
Brian Deshazor, Archives Director
Ron Pinchback, WPFW Interim GM
Eva Georgia, KPFK GM
Don Rojas, WBAI GM
Duane Bradley, KPFT GM
Jim Bennett, KPFA Interim GM
(all presentations 20 minutes)
Reception hosted by WPFW
7:30 pm Dinner

Saturday, October 2
9 am
6. Reports
Dan Coughlin, ED, including updates on WBAI mediation, elections and ADA (60 minutes)
10 am
7. Discussion of National Programming, including FSRN, RFPI (60 minutes)
8. Report from Archives Committee (30 minutes)
11:30 am
9. Finance Committee
CFO Report by Lonnie Hicks (30 minutes)
Review of FY04 Budget to date (30 minutes)
12:30 - Lunch
1:30 pm
10. Discussion and approval of FY05 Budget (2 hours)
3:30 BREAK (15 minutes)
11. PUBLIC COMMENT (60 minutes)
12. Committee Reports
Governance (45 minutes)
Tech (45 minutes)
6:15 Adjourn
9 pm - A Taste of WPFW

Sunday, October 3
9 am
13. PUBLIC COMMENT (60 minutes)
10 am
14. Committee reports (cont.)
Board Staff Relations (10 minutes)
Programming (10 minutes)
Committees of Inclusion (10 minutes)
10:30 am
15. Race and Nationality Discussion (90 minutes)
16. Unfinished business, new business (90 minutes)
· Resolution from donna warren that the chair have an administrative assistant
· Strategic planning
· Transition plan for new pnb
· Schedule next regular pnb meeting
1:30 pm - ADJOURN

9:14am PNB convenes in Executive Session
to discuss personnel matters.
Minutes are in separate document and are confidential.

3:20 pm PUBLIC SESSION convened

2. Chair's Comments
It's crucial that we work together and are functional. Must be bold and seize the moment, but we must be practical. Many have made large sacrifices to be here and work for Pacifica, but it's important to remember that it's a privilege to be amongst the people on this planet who can speak out. We have a very powerful media tool - a conduit for many voices and a medium for understanding the roots of conflict. The first year of the new bylaws, and this is the first group to try them out. They're imperfect, but they are an honest blueprint for open and inclusionary decision making . Trust is a conscious assumption of the good intentions of all, and a positive act of putting foundation's interest above our own agendas. If we feel under valued and overworked, it is good to remember that there are many people depending on us to make their voices heard. We must not only work together at Pacifica, but also with the alternative media community - low power radio, indymedia, internet outlets, independent television, FSRN, RFPI, print media.… hoping that at this meeting we can re-commit ourselves to this.

3. Approval of Minutes
MOTION by Spooner to approve all minutes included in board packet supplied for this meeting:
4/28/04, 4/28/04 executive session, 5/26/04, 6/4-6/04, 6/6/04 executive session, 6/22&7/2/04, 7/16/04, 7/26/04, 8-/23/04.
PASSES without objection

4. Approval of Agenda
MOTION to amend by Spooner to add executive session on Saturday at 8:00 am
PASSES without objection

MOTION by Laforest to split the 60 minute Saturday public comment session to two 30 minute segmets - one before and one after the Finance committee report - at 11:30 am 4:15pm.
PASSES with out objection

MOTION by Adelson to add motions regarding unbudgeted inter-unit transfers and an editorial resolution on FCC attacks on low power radio to unfinished business on Sunday.
PASSES with out objection

Agenda as amended
PASSES with out objection

5. Reports

Brian Deshazor, Archives Director
Gives overview of 3 year plan. Summarizes archives preservation and access projects and grant funding 2003 - 2006 total 150k. Materials, arts and music, protests, Vietnam era, folios. Cataloging, preserving, selecting key materials and making special presentations.
Roberts - regarding PRA premiums. How has recent PRA hires impacted. A: helpful. Spooner - what does a cataloger and archivist do? A: cataloger organizes details of items, archivists deals in bigger plan. Shields - how do stations find out what's available A: working on connecting more specifically with programmers. Adleson - are there plans to connect Archives to AudioPort? A: have used AudioPort for some main items. Not much in the works yet. Laforest - status of preserving old materials A: occurring progressively, storage is good. Spooner - will lose some tapes? A: probally, but prioritization is working well. Randhawa - any materials that need to retrieved? A: yes, various producers

Ron Pinchback, WPFW Interim GM
[Report given on Saturday]

Eva Georgia, KPFK GM [Rodriguez gives report]
KPFK expanding in fundraising, outreach, physical plant work. Support from listeners and staff. 2nd new digital production studio. Increased numbers of programmers and collectives.
Allen - what is average major donation Adelson - 1 major and several minor. Walker - interested in learning from KPFK on digitizing studios at other stations. Roberts - what is reason for good staff/board relations? A: GM is very open to working with the board. Recent retreat. Laforest - how much onair fundraising? A: 85%, fund drives 10-12 days. Youth in station a factor, openings in the schedule, a vibrancy in the station - good for relationship with the community. How about diversity, Latinos on staff.
A (Various): there are, staff very diverse. Need more formal, policy for affirmative action. High turnover. More policies and improvements needed, work yet to be done. Losing skilled staff to other stations in the meantime. Clarity will help.

Don Rojas, WBAI GM
Prior to the Republican Convention, called for truce with WBAI. Most rose to the occasion. RNC coverage was good. Collaborated with national Pacifica and indymedia. Website increased traffic
to 40k visiters/day. Summer fund drive successful. Arbitron numbers show improvement. WBAI has proven to be able to rise to the occasion. PNB organized mediators started work last weekend - apologizes for the mediator visit falling on Yom Kippur and remarks made on air in the past considered
to be anti-semetic. Budget presented to the WBAI LSB was bare bones and supported by staff, and station bargaining units. Was rejected in favor of draconian cuts meaning ¼ cut of staff. GM will not be responsible for such a situation. Letter from AFTRA stating that relationship will be destroyed with these cuts. Adelson - will there be the 3 options presented. Lane - what was basis of LSB rationale A: that income projections were not realistic. Roberts - how does GM address avoiding repeating 92 days of fundraising. There were mitigating circumstances - actually 82 days. Confident in fundraising in less days
in FY05, there is momentum. Laforest - various LSB voted for the resolution as a stop gap measure against larger cuts. Arbitron numbers? A: the numbers are up, dispute over numbers is in regard to breakdown of day. What is progress with diversity? A: need more work, going well. Cooper - aside from expense, isn't karma of Wall St. location bad? [laugher]. A: looking for new, cheaper location.

Duane Bradley, KPFT GM
Finishing fiscal year in pretty good shape. Got backup generator donated during emergency - community very supportive. Will produce series of outdoor concerts next summer. Union gave grant for news dept. Working on access issue for the station building. Working with Indymedia and others to develop 3 remote outreach production facilities. Increased full time staff by 2 - tech and outreach. Kpftx.org continues to develop and has been webcasting and archiving Pacifica meetings for free. [acknowledgement applause for streaming team Otis and John Sirius]. Working on Presidential elections coverage, particularly from the angle of corporate crime - Enron ect located locally. Staff working with LSB to develop procedures for board work etc. Generally optimistic. Lots of plans. Houston Press rates KPFT local news and other programming best. Reads reveiws. Shields - is their cost for remote studios, about news trainings A: 3 monthly news training, inydmedia and FSRN key. Remote locations donate space, KPFT provides mixer and training. Productions are streamed. Robertss - information officer? A: is an LSB person. activity documented. How are diversity efforts going? A: C.O.I. was formed at the beginning of LSB. Has been gathering information, baseline research. Kolhatkar - info requests? A: has worked well. Schroell - what about the resolution of the LSB to move DN! in drive time? A: need real numbers to base such changes on. Cooper - [passsionately] but the majority of the LSB voted to move DN! to 7am on KPFT, very important to have NOW during the president elections

Jim Bennett, KPFA Interim GM
Aknowledges KPFA staffer Suzan Stone and Kpftx.org staff. Important time for KPFA and alternative media. Recent KPFA successes due to fulfilling gap in the media. Pacifica needs to strengthen itself by working with and learning from more affiliates and low-powered radio stations. Increased CPB funding due to staff diversity. Summer fund drive very successful. Arbitrons highest in station history. Consistent
growth. First listener survey in 10 years mails. Large response. Regular surveys needed. Building renovations - community space planned. More youth radio partnering planned on internet stream. Plans for developing inexpensive wireless remote studios in the community. Will increase possibilities. Shields - are remote studios to be similar to KPFT's plans? A: sort of Sanders - KPFA town hall meeting in SF Tenderloin was very good.- make receive an award from SF. The community survey was designed by staff may not be clear to listeners. When will there better tech training for on-air staff? JB - difficult to get to everything, covering several jobs. Hope to hire chief engineer. Laforest - C.O.I. ? Coverage of major labor march? A: hope to send some people to rally. C.O. I. working with hiring process. Randhawa - what is impression of board/staff situation? Suggestions for improvement A: some tension is related to GM hire. Is slightly optimistic, things are moving forward. Spooner - commends JB for working with LSB budget.

Chair Durlin - announcements WPFW PD will report tomorrow . RFPI

Brief public comment
- Berthold Reimers, WBAI LSB - protest that the LSB chairs aren't a regular part of PNB meetings. The PNB needs to consider LSBs a part of the board. Raises WBAI budget issues.
-______ DC Radio co-op, and FSRN- was asked by GM not to wear co-op shirt because it said WPFW, saying that they aren't actually a station entity. Urges continued support for this training program.
- Drew Poe, DC, Radio co-op - co-op in extremely difficult position at WPFW due to upcoming creation of news dept which means they will be out. Co-op very important - involves inclusion, speaking truth to power, and following the Pacifica mission. Decisions being made without consulting participants. Wants support for

Vice chair Cooper chairs meeting.

Technical committee report (moved up due to extra time)
Adelson reports. Speaks about the evolving community based phenomenon of wireless networks discussed at at 'tech talk' sessions during this summer's Grassroots Radio Conference. Would save much cost removing need for ISDN lines for remote broadcasts etc. Reports that radio will soon lose the monopoly on audio distribution. Digital and web gaining fast. Supports Pacifica planning accordingly. Will provide for more opportunities for serving the mission and providing space for more programmers.
Manning - was there resolutions from the technology committee to be presented? Adelson - yes, this report and a statement of support RPFI and short wave and a medium that may reach many more people world wide, otherwise unreachable.
Discussion and questions. Rodriguez - a good opportunity to reach youth - to create the next generation of Pacifica. Sanders - more openness is better. Closed protectionism doesn't work in unions, need to remember this for Pacifica.
Jim Bennett - KPFA - Arbitrons for internet radio Pacifica stations scored high. Important to move into digital means. Need a programmer farm system - internet radio.
Gives a report High Definition Radio (HD). Not ready. Too expensive for listeners. Sound quality not good enough yet, though ok for am. Music industry planning to set up recording block on music broadcast. Automatic 7 second delay. Will email his report to board. Costly for radio stations. Community radios stations are being offer free digital conversion, but may be more costly later. Recommends not to fall prey to this industry promotion. They are relying on community radio

6:28 Adjourn for the day.

Convene public meeting 9:23am

Chair adjusts order of reports without objection.

WPFW report Ron Pinchback (moved from Friday)
WPFW provides alternative news, culture and dialog in the D. C area. Offers truth hope - a powerful voice. The true voices of the people, capitol hill is listening because they know that it is the only source. Development of news and public affairs in progress. Music important too, jazz.
Shakir -has the D.C. radio co-op been asked to cease and desist? What are the problems with co-op? RP: not trying to kick co-op out. Has been valuable contributor. Goal to integrate co-op into new news dept. Official budgeted WPFW news dept. has been the goal and the co-op was part of the process of bringing this about. The co-op is to be apart of that, but it is a separate entity. The formal news dept needs to be accountable and specifically trained. About resources and targeted training, the co-op need to be organized. Adelson - if there is disagreement on vision is there room for different visions? RP - yes. has himself created related programs Roberts - many issues in D.C. needed staff? RP - have needed a news director. PD position is vital. Walker - how will insure the news dept will insure youth involvement and interest? RP - first issue raised with new news director, how to utilize the people that have been involved. Co-op has nothing to fear from RP except maybe more work. Need to make room on Pacifica stations for sharing programs. We may disagreements but we're unified by the mission.

Announcement - Chair has Shakir announce evening event hosted by WPFW.

Radio for Peace International (RFPI) presentation
Chuck Scuritch - Radio for Peace International. Listener since 1960s. Started listening to short-wave radio when in Honduras in the 60s. University for Peace established short-wave radio in 1986 to broadcast unheard information. Station took over and shut down 10 months ago. 660million short-wave listeners around the world. Progressive content currently missing on short-wave. Had broadcast Pacifica content
James Latham, GM - Thanks for Pacifica for coverage during their takeover. RFPI started the broadcasting of progressive content on short-wave. Took several years to build audience and support. There are a lot of holes in Pacifica's reach. Short-wave would remedy. RFPI was number one in Haiti at a point. Millions of people around the world currently without this content. Need help re-establishing. Want to create relationship with Pacifica and affiliates, to create a joint project to share costs and have station running by next year. Shared control, 3 people from Pacifica, 3 from RFPI. Three steps 1) land and licencing 2) constructing of transmitting 3) created schedule. Once process starts, people will get excited and fundraising can begin.
Adelson - one license permits multiple frequencies? A: yes, good for multi-lingual
Dulin - 250k plus 100k annualy, have spoken with ED? A: some, 250k being reduced in land and equipment to 150k. Kolhatkar - who approached who? A: RFPI approached Pacifica. Does 100k cover staff? A: yes. How is fundrasing done for RFPI? A: paypal, more development needed. Maldonado - multilingual… Shields - native american language? Roberts - Pacifica is strapped for money, are they approaching others for funding? A: the listeners are there and waiting, money will come in. Walker - what are past fundraising figures and projections? A: station has budget of 300k, 60k yearly income Adelson - thinks we could raise money is special network wide day of fundraising

MOTION by Adelson that the PNB authorize a 12 hour day of fundraising on the Pacifica 5 stations and affiliates to fund development of Radio for Peace International's (RFPI) facilities to
broadcast Pacifica programming worldwide to the 660 million short wave radio listeners.

Chair Durlin asks ED to comment.

ED - National staff is excited about the project - the issue is funding. Startup costs and sustainability. Feels that it would be sustainable. Should work through finance committee.
Kolhatkar- supports motion. Need to work out the details of the relationship - needs to be carefully thought out Roberts - doesn't support motion yet, but the concept.

MOTION to amend by Walker that the Pacifica foundation analyze the impact of national fundraising days on annual fundraising and that we analyze the impact of mergers with other organizations.

Walker - supports investigating before acting. Shields - supports Adelson motion. Follows the mission. Lane - should work out relationship first.

MOTION to amend by Lane to establish a contract with RFPI before conducting a national day of fundraising
Brief discussion. Laforest - agrees
Vote on Lane amendment:
PASSES unanimously

Point of order by Adelson that Walker amendment doesn't seem to be relevant to Adelson motion
Discussion. Oluguson - would like to treat Walker amendment as separate motion - reaches beyond original motion.
Walker motion withdrawn without objection.

Adelson calls for role call vote. No objection..
Motion restated.
Kolhatkar - concerned about including affiliates in the resolution without consulting them.

Motion amended to remove "and affiliates" without objection.

MOTION by Adelson as amended: that the PNB authorize one day of fundraising on all 5 stations to raise revenue to fund Radio for Peace International's (RFPI) return to the air, in exchange for which we will contract with RFPI for RFPI to broadcast a Pacifica stream via short-wave radio. A contract with RFPI will be established before conducting the national day of fundraising.
Vote on Adelson motion:
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Sanders - y
Schroell - y
Shakir -y
Shields - y
Spooner -
Walker -
Warren -y
PASSES 16 yes

Archives committee report - Alice Shields
Held first meeting on September 27. Consulted with Brian Deshaser as to what was the best of 2 fundraising options - he supported going the non 3% central services approach for now.

MOTION by Shields that the PNB choose the budget without central services ( 3%) and that in 6 months the Archive conduct a real cost analysis of the whole Archive budget.
PASSES 14 yes,

7. Discussion of National Programming, including FSRN, RFPI
Makes acknowledgements of staff and others throughout Pacifica.
Reports on FSRN - reads brief statement. Agreement in principle to establish Pacifica network news service with will incorporate FSRN. Detailed proposal ahead - daily 30 min daily casts, special coverage, current distribution will continue, FSRN worldwide grassroots style training will continue. Meetings planned to develop detailed proposal. Will reinvigorate affiliates relationship with bringing back Pacifica stand alone offering.
Ursula Rudenberg reports - Monica lopez, Randi Zimmerman and others from FSRN as part of talks. In-person meetings in D.C and Berkeley and a conference call. Feels that it was crucial negation, important to Pacifica. Outline agreement to be drafted in near future. Sanders will present to the board. Basically - 5 FSRN staff will be integrated into Pacifica national programming staff. Entering as a collective bargaining unit maintaining there organization structure which is important. They will have the capacity to re-incorporate as a union. Will be a stringer budget. Shop steward will answer to the Pacifica National PD. Verna Avery Brown, D.C. co-op and WPFW staff will develop headlines news service - exciting and marketable. FSRN will aid in fundraising during one year transition period. Very excited about it. Each party has something the other wants - news service/security. Would continue to be housed at the 5 stations and affiliates. Would not interfere with local news departments.
Mitch ____ - reports. Speaking as member of FSRN. FSRN feels very positive about negotiations.
UR - FSRN is a major issue relating to affiliates. Sanders - this coming together represents a healing process at Pacifica. Tragic that we cant' give FSRN what they deserve financially. FSRN is a perpetual training project - internationally. This is big and should be promoted. This a leap forward - big growth. Very significant…Pacifica news service , a grand opportunity.
Roberts - what will be the name of the new entity? A: will be a name change. Will 5 paid be spread throughout stations? A: not necessarily. Lane - concerned that Pacifica not create another Democracy Now! situation, must be incorporated under the foundation. ED - the goal to make Pacifica whole again. Kohatkar - glad to see the FSRN structure to be preserved. Concerned with the specifics

MOTION by Maldonado to extend discussion of this item by 5 minutes - no objection

Maldonado- concerned about the union restructuring for FSRN A: UR - would reform a bargaining unit under employment of Pacifica. Shields - fundraising A: they will be Pacifica and money will go there Shields - what is the policy over content A: ED - management does not control content unless Pacifica policy is violated. Walker - what is the interface between the National news bureau and local news staffs? There needs to coordination and avoiding turf war. A: ED - strong commitment all around to work out.

Chair thanks all and moves agenda

Point of order by Adelson - one of PNB members of FSRN negotiating committee needs to be replaced due to resignation of Vicki Santa.

MOTION: Next highest vote getter in original committee election, Adelson, elected by proclamation to fill vacant seat on the FSRN contract negotiating of the PNB.

ED on Pacifica Elections
Candidate statements will be mailed to all members. There is an audit of memsys membership database lists taking place. Staff lists etc being assembled by elections supervisors who have been working hard at compiling accurate voter lists. Ballots in production by True Ballot who handles union elections. Durlin - will the candidate statements be included in the ballot mailing? ED- trying, but may not possible to do in time, may have to do separate mailing.

MOTION by Shields that the ballot mailing be delayed until the candidate statements are ready to be mailed with the ballots

ED - Is a possibility, but may be problematic, due to being elections season, there is printing backlog so may need to do separate mailing. Roberts - concerned about costs. Don't we get to dictate time table to true ballot. CFO - additional costs of separate mailing could be 60 - 70k Recommends determining the cost and identifying the source. Durlin - clarifies motion. Sanders - supports motion. Shakir - knows cheap printers. Supports motions. Walker - what are the particulars/logistics ED- gives details. Must meet legal requirements. Warren - should poll by email who needs statements mailed.

Question called - PASSES
Shields calls for role call vote - PASSES

Point of information by Manning asking ED to clarify if it is a possibility to meet October 15 ballot mailing deadline with delaying to include candidate statements ED- not sure, wants to consult with elections supervisor and printing company.

Vote on Shields motion:
Adelson - y
Allen - n
Cooper - y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane -
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - a
Rodriguez - y
Sanders - y
Schroell - y
Shakir -y
Shields - y
Spooner -
Walker - a
Warren -y
PASSES 14 yes, 1 no, 2 abstain

Laforest - asks if PNB might amend the bylaws to extend the deadline by one week to accommodate the ballot mailing
Chair - this should be unnecessary as reasonable effort is being made.

11:41 Brief break
11:52 reconvene for public comment

PUBLIC Comment part 1
- Jim Brown WPFW chair - LSB and station has been working towards goals. Has needed a permanent secretary, but records are being kept. Programmers at station feel the need for more communication with LSB. Page being added to website to post info. Standing committees established. Station budget approved. Program committee working with station on programming schedule. LSB functionality is improving
- Paul Surovell, WBAI LSB treasurer - urges adoption of initial budget proposal from WBAI GM and himself. as a realistic budget based on less income than last year and includes cuts, based develop plan - informally endorsed by 12 LSB members. 8 who voted for LSB resolution were voting to prevent worse cuts. WBAI will pay it's own way. Raised a record amount this year.
- Willie Thompson , KPFA LSB - commends PNB for work on Haiti. KPFA became aware of WBAI budget problem by a single one-sided email that wasn't necessarily accurate. KPFA LSB report given at last meeting was inaccurate in terms of the program committee GM. Race
- Bob Lederer , WBAI LSB, WBAI finance cmte- quite distressed at recommendations of WBAI LSB members for drastic cuts. Presents Staff resolution that PNB reject the massive cuts and provide for LSB fundraising in budget. WBAI bargaining units same view. Staff has worked hard to improve fundraising.
- Steve Brown, WBAI LSB - WBAI budget is unrealistic, would require 92 days of fundraising. Budget formed backwards - spending determined first, then funding. The solution is that PNB should instruct the station to construct a realistic budget. Approval should be with
- Cerene Roberts, WBAi LSB - Refers to bylaws flaw. Websites need to more complete on committee info. Staff at WBAI work hard. Please don't layoff. Claim of 92 days of fundraising claims is misleading. Budget approval shouldn't been used as leverage.
- Bertold Reimers, WBAI LSB chair - Information presented is an issue with the budget approval at WBAI. Don't know details of consultant line item. The PNB should respect local.
Summarizes WBAI LSB activities. C.O.I. has done little so far - race issues need to be addressed at WBAI. More work needed on problems with premiums - affects fulfillment rates. Daily fundraising rate has dropped. The issue is how management is going to address this.
- Patty Heffley, WBAI Secretary - reads statement. Budget not supported by listeners because it takes too many days of on-air fundraising. WBAI GM original proposed budget is not a barebones budget - it includes internet radio and other projects. GM said that solutions on fundraising would be presented, but haven't. Needs to be a forensic audit. Bylaws and settlement changed the way the network is run - respects the listeners, these rights will not go away.
- Carolyn Birden, WBAI LSB - urges PNB to send the budget back to GM to develop a realistic budget. Management has not co-operated with information. LSB was legitimate, effort to . Other cuts that can be made. Cannot get good job descriptions. LsB committees have been obstructed.
-Alex Steinberg, WBAI LSB - Should base a budget on realistic income. Management organized budget backwards. Too many days of on-air fundraising and donor fatigue an issue. Management has not been co-operative with budget or evaluation. Management has to accept the role of the LSB
-Bernard White, WBAI PD - Efficiency of fundraising affected by downed phones, elections coverage and other events and special programming. Some of the LSB members who have spoken have been calling for boycotts and vilifying PD and GM. Treasurer, CFO and GM put budget together. Critics are not knowledgeable.
-Luzette - Supports board looking at problems in the bylaws. Manager dysfunction of not providing info is network wide. Community is unaware of Pacifica/WPFW. Racism is issue. What is the impact of the cuts? Who will be affected.

end public comment

Laforest - asks ED if proposed change to bylaws to extend election by one week to accommodate ballot/candidate statement mailing would be enough? ED - doesn't know yet, hopeful.

Chair - Laforest motion will wait until there is more information from printing company regarding ballot mailing.

Walker - urges PNB to please make responsible, thoughtful, informed decisions that do not cause legal problems.

12:37pm lunch break

1:40pm resume

Report on Americans with Disabilities Act (ADA) issues.
ED reports. In mid September Pacifica received letter from Jane Jackson and Larry Buchalter requesting that the foundation conduct an ADA audit of all it's facilities - an issue that Pacifica has been with concerned with. There are current efforts to update various facilities. Suggests Pacifica coming up with it's own analysis perhaps via a committee that would also do the needed research. Capital campaign needed to raise money for ADA and other physical plant improvements.
Durlin - feels that this is more of a management task than a board committee task. Asks for comments from PNB. Warren - what is status of current access projects? Supports strong resolution. Sanders - need to do careful study before acting.

MOTION by Lane that the PNB make sure that all facilities owned or rented by Pacifica be ADA compliant

Chair Durlin request a more detailed motion

MOTION to amend by substitution by Walker that the Pacifica National office is instructed to perform an ADA compliance audit of Pacifica facilities: a. establish a list of short-term projects that can be completed within the current capital budget; b. establish a list of long-term projects that can be completed in conjunction with raising long term capital funding; c. that timelines will be created for each of these to be approved by the PNB


MOTION to amend amendment by Warren that substitute "cause" audit
PASSES with no objection.

Jane Jackson - wants the audit to address issues raised in her letter.

MOTION to amend by substitution by Walker as amended: that the Pacifica National office will cause an ADA compliance audit of Pacifica facilities: a. establish a list of short-term projects that can be completed within the current capital budget; b. establish a list of long-term projects that can be completed in conjunction with raising long term capital funding; c. that timelines will be created for each of these to be approved by the PNB.
Vote on Walker motion
PASSES 17 yes

8. Report from Archives Committee [heard earlier]

9. Finance Committee
Report from Mark Roberts, FC chair.
Reviews FC committee work - monthly actuals and budgets, legal billings, governance expenses, local station variances, Pacifica FY05 budget Special attention has been paid to salary overages throughout the network, archive funding, contemplated new national office hires, and WBAI budget. Goes over FC resolutions related to budget approval issues at WBAI and gives overview of 3 options proposed by the FC for WBAI budget: the first based on the original management budget, the second based on the 9-21-04 LSB recommendation to budget based on more conservative income predictions - which could result in cutting jobs/salaries above other cuts, and the third making all possible cuts short of cutting salaries or jobs and adjusting income figures to balance budget. Will be looking at several Pacifica contingency budget. The NFC also: agrees to revisit the adopted WBAI budget by 11/15/04 (after the next WBAI fundrive); calls for the WBAI management, LSB and Pacifica ED to find ways to improve WBAI fundraising performance; and agrees to revisit the national office and all other budgets by 12/3/04. The NFC recommends that the PNB provisionally approve the FY05 Pacifica budget provided all contingencies (WBAI) have been fully discussed and disclosed.

CFO Report by Lonnie Hicks
Review of FY04 Budget to date:
CFO goes over budgeted verses actuals for FY04 income and spending. Spending went over, but fortunately higher expected income balanced things out. Overspending on legal due to lawsuit settlements - would of be much more expensive if cases not settled. Operating expenses reserve came very short - about 1/3 - translates into starting the year behind. Salaries are up - largely due to rising cost of benefits. Unbudgeted expenses connected with premiums, governance, legal payments. Premium cost and management have consistently been an issue. Pacifica democracy expensive. Got to find cheaper approaches all around. Highlights - money to tight for one month reserves, both revenue and expenses are up. legal and governance too costly, legal is down, won't have elections cost next year.
Roberts - what is the action from the CFO when the station falls short? CFO -Need to build in monitoring points, monthly. One or two stations are responsible for the bulk of the salary increases. Adelson - but what does the CFO, FC do? A: first ask the station management what they think, then may have to re-budget the station, possibly the network. Maldonado - the surplus hasn't been happening, is there a plan? A: coming . The pig and the python….last year's deficit is this years deficit. Need to review options. Lower drive means lower central services (on a percentage) - sometimes stations support other stations in shortcomings.

FYO5 overview: goal for the PNB to authorize budget in time (Oct. 1). Income increase - 4%, slowing down from last few years. Reduction in expenses due decrease in legal expenses, administrative cost (election costs) moved(?). Programming down(includes proposed FSRN), development up. Only KPFA has one month surplus, others below in their budget. Various questions about reserves….Spooner - budgeting reserves important for credit rating, emergencies - did we on FC discuss this? - why are we softening on this issue, not instructing the stations to re-budget? CFO - it was discussed. The board has the option to pass provisional budget and have the station come back in November with surplus budgeted as was done last year. Roberts - we need to do this. CFO recommends this. Highlights: one month 43k short; revenues up slightly, expenses budgeted slightly lower, working capitol around 1.4mil, crucial items unbudgeted, fundraising initiatives possible.
Presents WBAI contingency budgets:
1) Original proposed of WBAI GM, LSB treasurer - 4million
2) WBAI LSB proposal cutting 460k based on 70 days of on-air fundraising at 31k net per day of listener contribution - would reduce salaries by 198k, 5 full time Employees - questions - people confused by figures.
3) Alternative proposal by GM, business manager and CFO 171k cuts made from original proposal without cutting salaries

Point of order by Walker - request chair to more actively moderate presentations and questions

10. Discussion and approval of FY05 Budget
CFO - reviews WBAI contingencies and answers questions. Questions for WBAI GM. Warren - which budget does GM support? A: #1 Roberts - # 2 includes other than salary cuts ? A: yes is #3's 171k incorporated into #2? A: yes. Walker - wants to know how we got to this point, these kinds of expenses. Can other stations help WBAI? Rojas - the difference in the assumptions the sides are making - how days of fundraising. CFO - overspending, on consulting for example, mis-budgeting and putting consultants in the wrong line, more consultants than needed…. Randhawa - will there be a reductions in unbudgeted expenses? asks WBAI LSB what criteria asside from listener fatigue to chalenge GM budget? CFO - would like to overspend Reimers- WBAI LSB did not recommend firing of staff. Premiums management and fillment, Mannning - the current large budget reflects the management approach to running the station. Supports stations operations being structured to run on a smaller budget, but with the current structure it would be too destructive to make drastic cuts. Shields - what positions would be cut? Rojas - ED - personnel cuts are a serious and expensive thing - there's severance cost etc.. Kolhatkar - takes staff cuts seriously, always very complicated. At KPFK there were staff cuts and they were made to deal. Does the WBAI LsB have . What are Roberts - Why is choice 3 , the cuts without cutting staff, not preferable? CFO - yes it is best, but we don't know what will happen.. Recommends #3 with revisiting by November 15th. Schroell - are consultants included in salaries in #2? A: yes. What is the plan to reduce the 92 days of fundraising? A: DR- yes, will be presenting plan
to LSB. Requests that the LSB do a study of donor fatigue in the network and perhaps learn from the other stations. There needs to be scientific foundation when cutting people's jobs. Rodriguez - what does LsB base decrease in income ? Reimers - too optimistic in major contributors , LSB fundraising and other lines. Laforest - protests that other views from the WBAI LSB be presented.

Point of order by Hicks to separate FY05 and WBAI contingency budget?

Walker - are this issues and solutions discussed with staff, in the stations. It's difficult for an outside group to make a decision like this. Spooner - in budget #2 would any of the layoffs be union? In 1 or 3 we need to be very conservative without laying anyone off. What is actually being cut in #3? If #3 fails,
will it mean even more layoffs than #2 A: Rojas - yes, 5 interim union employees, 1 non . Non - labor cuts pieces of o CFO - if fails, we come back to the board and re-examine cuts. Hard to say if it would be worse than going with #3. Maldonado - the listenership numbers are higher because of 2 shows…need a good plan we can reduce days of fundraising. Paul Surovell - reiterates that half the WBAI LSB has been in of support of #1. Important to know if development is one of things being cut in version #3 A: not ctu

MOTION by Roberts: whereas the PNB recognizes both the concerns of the WBAI LSB and the management and whereas the PNB needs to adopt a FY05 budget for Pacifica, the PNB hereby chooses to approve the WBAI Budget Proposal #3, and directs the National Finance Committee to revisit said budget by November 15, 2004; and further endorses the National Finance Committee requirement that the WBAI LSB, Management, the Executive Director, and the Chief Financial Officer work to improve the WBAI fundraising performance and premium fulfillment.

MOTION to amend by Laforest to change date to 12/3/04 - not seconded

Spooner speaks against Laforest amendment, revisiting sooner gives the PNB needed time to address issues.

Vote on Roberts motion:
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - a
Laforest - n
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Sanders -
Schroell - y
Shakir -y
Shields - y
Spooner - y
Walker - a
Warren - n
PASSES 14 yes, 2 no, 2 abstain

4:10 break
4:25 reconvene

- Luzette King- Urges a Pacifica conference on race. Would be very helpful with problems in network, particularly
- Jane Jackson - Pacifica must enforce all race, and gender and disabilites laws. Will get pro-bono lawyers. Uniformed.
Steve Brown - urge that a survey and donation request with ballot mailing
- Noberto Marintex, WPFW LSB - it's problematic that WPFW has it's own mission, prefers it to the Pacicfica Mission. Has Motion that PNB confirms that Pacicfia has one mission. And that WPFW increase the diversity of it's music programming a public affiars,. Wants motions to be considered and entered into the record.

Point of order by Manning - that body needs to aprove entering any documents into the record.

- Ingrid Drake, DC radio co-op - presents motion that D.C. co-op has a seat at the table in forming WPFW's news and public affairs dept.
- Selina Musuta, D.C radio co-op - working on improving internally and building working relationships locally and beyond
- Renee Blocker ,"" - recent concerns in relationship with station. asking PNb to confirm -- -committement to community driven media
- Mitch Jeserich, co-op, FSRN - co-op is a marverlous community driven movement. Great work with FSRN. the co-op is the wildest looking media on captiol hill [applause, laughter]
- Bernard White, WBAI PD - has no problem just passed. But, pervasive racism needs to be dealt with. Also there is sabotage by some LSB members. Trying to get rid of people to satify their own personal aims. Is spreading
- Muntu Matsimela, WBAI - real crisises at WBAI are politically motivated. Vote regarding ED should not be made in secret. Calls for more transparency - to know if decisions are politically motivated
- Patty Heffley, WBAI - yes, tensions are high due to tactics being used that have been used against the state. Urges the PNB that hiring be done with a process. Supports a freeze in hiring between now and end of the year - when GM is to leave. Budgets are big because the culture of volunterrism is not currently supported, people are discouraged
- Staci Davis, KPFT - staff board members are not here to represent staff, but Pacifica. If money isn't coming in, then programming and outreach should be examined.
- Don Rojas, WBAI - shockingly supports Steve Brown's idea of including survey and fund request with ballots. Thanks Roberts as chair of FC for comprimise budget resolution
- Cerene Roberts, WBAi - cost of comttiee teleconfernces? A: 8k. C.O.I. hasn't been functioning. Problems with other WBAI LSB committees. Have been one sided presentations from WBAI at this meeting. Much demoization on WBAI LSB.
- Nkenge Toure, WPFW - WPFW's mission is based on Pacifica's mission. Music is part of the mission. Stations should have their individual charactoristics. Commends D.C.co-op. Basic mission of co-op was to bring in communtiy people and that has happened. They were to become part of the station. Looks forwards to working with people on projects.

Shakir - announces evening event details

7. Discussion of National Programming, including FSRN, RFPI
Discussion of national programming/ National programming director in FY05 budget (moved from 10am)
ED - Pacifca has wanted to hire a National PD for years, but hasn't been possible.
Adelson - KPFK LSB passed resolution urging that the PNB not approve National PD before discussing the direction of Pacifcia national program

MOTION by Adelson that PNB adopts KPFK LSB motion that the Pacifica National Board delay the decision regarding a National Program director until the National Programming Committee has developed policy on national programming.

Walker - supports the positions, but also the motion to discuss thoroughly first. Needs to be the paperwork - . Allen - perhaps half time initially. Laforest - yes, should be job descriptions etc. Just went through issues over with ED hiring. Roberts - it would be in the budget to begin in January, giving us time to do process, but must be in budget to have happen this year. Randhawa - supports PD in budget Sanders - need a chance to work out possibilities, could test out various people on a local level. Approving PD in budget limits us and set's potential conflict. Warren - glad that the FC considered this, but the PNB national programming committee should be working on this. Have invited the station PDs to work… Maldonado - more resources would help improve programs on the local level Shields - supports Adelson motion. PNB plan needs to come before financing. CFO - against motion. It's a bad precedent for a board to discuss on other than budgetary considerations. Not good to politicize everything. Kolhatkar - programming is what Pacifica does, so this is very important. One person running program at the national or even local level wanted? More a coordinator. Cooper - the PNB is a board that builds policy on a mission statement which is very politicized. Pacifica is not corporate, belongs to the people. It is PNB's job to address this. Adelson - supports a fund for people who want to write proposals and issue grants. Roberts - on this logic there may never be reason to have a national PD [some applause]. iPNB expressed need for national PD.
Point of information by Manning - understands that there was a job description for the national PD sent out by email, can we hear it read? Because it seems that the proposed NPD is not necessarily a traditional PD, but as much a coordinator of national programming operations.
ED asks Durlin to comment. Durlin - national programming is very important, but would need to see the job description. The budget committee isn't the place for discussion, but the programming committee for review and input. We have some time to review the issue.

Chair restates motion

MOTION to amend by Roberts to add "to bring a resolution by" the March 2005 PNB meeting.
PASSES without objection

Adelson - protest that discussion should begin a soon as possible.
Chair asks is there is any objection to adding "to bring a resolution by" the March 2005 PNB meeting.

Adelson - protest that discussion should begin a soon as possible.
Chair asks is there is any objection to adding "to bring a resolution by" the March 2005 PNB meeting.

Point of Information by Olusagun - how does this affect budgeting the item? A: Spooner - the position would not be funded until the PNB approved. If the position is removed, the money would go into the surplus and still be available later.

Roberts MOTION to amend:
PASSES without objection

MOTION to amend by substitution by Walker as amended: that the Pacifica National Office does not initiate a hiring process for the National Program Director until the Programming Committee has developed policy on national programming and a resolution is brought forth for approval by the Pacifica Nation Board at the March 2005 meeting.

Roll call vote requested by the chair without objection

Vote on Walker substitute motion
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado - a
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Sanders - y
Schroell - y
Shakir -y
Shields -
Spooner - y
Walker - y
Warren -y
PASSES 18 yes, 1 abstention

12. Committee Reports

Ambose Lane reports. Thanks former committee chair Spooner who needed to resign. Submits 3 resolutions from the Governance committee.

MOTION by Lane that the provisions in the Pacifica bylaws, Article 5, Section 7, and Article 7, Section 9 whereby a member ceases to be a member after missing 3 consecutive meetings be applied to committees of the PNB, and that the chair of the committee will notify the chair of the respective LSB of any pending suspension.

MOTION by Spooner to amend to insert "such that any committee member who misses 3 consecutive committee meetings shall no longer be a member of the committee"

Discussion, clarifying questions etc.
Spooner amendment PASSES without objection

MOTION by Lane as amended: that the provisions in the Pacifica bylaws, Article 5, Section 7, and Article 7, Section 9 whereby a member ceases to be a member after missing 3 consecutive meetings be applied to committees of the PNB, such that any committee member who misses 3 consecutive committee meetings shall no longer be a member of the committee, and that the chair of the committee shall notify the chair of the PNB and the respective LSB of any pending suspension from the committee.
PASSES without Objection

MOTION by Lane: that the PNB schedule a bylaws convention in the Fall of 2005, and that notices commence six months beforehand.

Discussion. Manning - the Governance committee discussed this at length. Main reason for choice of date is that there is no Pacifica election schedule then and there would be time to continue to test the bylaws. 6 months advance notice is to give people time to prepare proposals in advance. Adelson - what is the budget implication? Should happen in Fiscal '06 for budget considerations. Spooner - budget considerations etc.. Roberts - would move back to Jan 06 to give new board new board more time. Lane - campaigning starts about then, trying to keep the politics level down. Cooper - new PNB members will have been on LSBs for at least one year. More discussion of logistics…

MOTION by Roberts to amend to say after September 30th
PASSES as without objection

MOTION by Walker to amend to say prior to March 30 , 2006
PASSES as without objection

MOTION by Lane as amended: that the PNB schedule a bylaws convention in the Fall of 2005 after September 30th and prior to March 30 , 2006, and that notices commence six months beforehand
PASSES without objection


MOTION by Lane that in order to resolve issues expeditiously, each LSB shall form a standing Grievance and Ethics committee of not less than 5 members to hear any dispute relevant to LSB members and policy concerns and that the PNB establish a standing Grievance and Ethics committee of no less than 5 members to handle any ethics or grievance issues on the PNB level and to hear appeals of decisions from LSB Grievance and Ethics committees. These committees would only meet when necessary.

Discussion. Randhawa - motion is more complex than it appears, complains that it is being brought so late in the day.

MOTION by Randhawa to table until tomorrow morning
Some clarifying discussion.
MOTION to table PASSES without objection

Chair about to adjourn, but reminded that FY05 budget vote hasn't been taken yet.

FY05 budget (continued)
Roberts - there has been some agreement on some changes regarding board training
Spooner - asks CFO if there will under budgeted legal expenses in FY05 because amount for legal is lower than last year by 23k, are we hoping that cost will be lower? A: yes, and any over budgeted would come from budget surplus. Spooner - supports raising up to last year's level of last year of 311k

MOTION by Spooner that the line for legal expenses be increase to $311k and that if it's not spent it get sent to surplus in order that the money not be spent on other expenses.
PASSES without objection

MOTION by Roberts that the Pacifica National Board hearby approve the FY05 budget with the following adjustments: establishing a line item for board training of $25k; increasing to full funding of legal expenses at $311k; and that the PNB revisit the implications of negotiations re: national programming and the WBAI budget by 12/3/04.

Warren - what is the consideration for budgeting for ADA audit.? CFO - is such an unknown, would come back to the board after research and possibly adjust budget. Spooner - could be included in capital improvement line, earlier ADA budget resolution asked management to research. Roberts - could come out of capitol improvement. Warrren - not saying it needs to be a specific line

MOTION to amend by Warren to add "and with an accommodation for an ADA audit at the five stations, Pacifica Radion Archives and National office."
PASSES without of objection

MOTION by Roberts as amended: that the Pacifica National Board hereby approve the FY05 budget with the following adjustments: establishing a line item for board training of $25k; increasing to full funding of legal expenses at $311k; that the PNB revisit the implications of negotiations re: national programming and the WBAI budget by 12/3/04; and with an accommodation for an ADA audit at the five stations, Pacifica Radio Archives and National office.

Chair asks for role call vote - no objection

Point of information by Randhawa for clarification on increasing line for legal expenses. Spooner - the motion raised the FY05 line for legal expenses to the level of the FY04 level to avoid unbudgeted legal expenses. Randhawa - where do figures come from? CFO clarifies based on last year expenses.

Vote on Roberts motion as amended to acept FY05 budget
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado - y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Sanders -
Schroell - y
Shakir -y
Shields - y
Spooner - y
Walker - y
Warren -y
PASSES 18 yes

Point of information by Olusagun - will the governance committee's report
Adelson - the first time that the budget has been approved on time. Acknowledges Finance committee , CFO, ED and everyone network wide. [applause] Roberts - Acknowledges WBAI LSB treasurer/finance committee secretary Paul Surovell [applause]
Chair announces tomorrow's session.

6:26 Adjourn for the day.


Covene 9:15 am

14. Committee reports (cont.) [moved up in agenda without objection]

Affiliates director report - Ursula Rudenberg
Currently 52 affiliates. Thanks Prometheus Radio Project for working with Pacifica, starting low-power FM stations and pointing them to Pacifica. Urges PNB not to think of National Programming dept. as competition of local programming but as providing infrastructure of the network and providing connectivity. National special programming highlights both local and national talent. National program director will coordinate affiliates, webcasting, archives, technology and administrative infrastructure and coordination. National program specials have been difficult without a regular coordinator.
Manning - yes, was wanting this job description yesterday when discussing national PD. It seemed that national PD was not a PD in a traditional sense of focusing on programming philosophy, but a coordinator.
Duane Bradley, KPFT GM - Thanks Shakir for the PNB meeting hospitality. Re: national PD, we may be struggling with ghosts from the past - bad experiences with the last national PD under the old Pacifica board. We enlighten, inform and raise consciousness. To work as network, the stations and archives need this National PD to coordinate. Information etc is not.
Adelson - it's good that we're beginning that discussion, should of happened sooner. PNB has not been informed on the plan or discussed the philosophy yet. Really need to discuss multiple possibilities
Walker - the PNB programming committee is looking forward to having this discussion

-Paul Surovell, WBAI LSB - Focusing on what we have in common would be helpful in resolving the conflicts at WBAI. Examples: we are for opposing the war in Iraq, for health care, support reparations [.. and other major issues]. Discussion should proceed from there. Shows very nice peace sign created in NJ that is becoming popular and may be good for Pacifica to distribute.
-Billy Ray Edwards, Former WPFW host - Thanks board for work, but objects that an affiliate director is chair. The bylaws state that the foundation can be devolved - supports the stations owning their own licenses. Supports local autonomy.
- Luzette , WPFW - endorses Paul Surovell's remarks. Sees much division and politics and power struggles internally. The issue of race is important. Should persue untapped resources. Nobody on the WPFW LSB has no problem with the radio co-op, but with the relationship. WPFW is about the same mission as Pacifica , but with a different style via Jazz. When WPFW started many years ago , Jazz was an alternative. Supports local control at WPFW.
- Ryme Khathouda, WPFW, WBIX, D.C co-op - thanks ED and Rudenberg for the Pacifica AudioPort audio sharing system. Supports a post PNB meeting report for the communities. Music at WPFW is
-Rob Robinson, WPFW LSB, former PNB- came on in Pacifica National Board in 1997 when there was a power struggle to cut down local board power and participation - PNB refused to put issue on agenda. He and others sued Pacifica. Concerned with the board not addressing issues of increasing audience, outreach, shared vision. iPNB passed national programming resolution and it hasn't been discussed by the current board. PNB, for several terms, has gotten to key issues due to p
- Patty Heffley, WBAI LSB - the PNB been doing a pretty good job. Some LSB members could be more informed on issues and operations resulting in better decisions. Would like the board to send the WBAI budget back to the WBAI LSB in November - LSB didn't get to work it out, treasurer brought it directly to the PNB. Has been many discussions this weekend regarding race. Is concerned that the network is polarized between black and white and feels that things won't improve until there is increased diversity beyond these groups.
- Ursula Rudenberg - clarifies that her point was there need to talk beyond programming.
- Darby, DC co-op, FSRN - agrees important to expand listenership, but also have a responsibility to the public to grow media democracy - we have a larger responsibility than focusing narrowly. Supports PNB meetings being held in more central locations.
-Jane Jackson, KPFA LSB- supports many of the comments. Concerned about economic divide. Asks for help to get equipment needed to help her cover news. Supports a sticker with call letters and frequencies for all 5 Pacifica stations listed together. The PNB needs to hear from the LSB chairs at PNB meetings. The board needs to be educated on the Americans with Disabilities Act (ADA). Urges board members to listen more to their stations.
- Billy Ray - again thanks PNB for yesterday's decision to delay hiring National PD. He was disturbed with The DN! contract that was made - this would be similarly disturbing
- Bertold Reimers, WBAI - the WBAI LSB was told that the national board would have to approve access to WBAI staff addresses in order to mail programming committee survey - hopes PNB gives approval, there are staff that want to participate.

Roberts - This weekend he is starting to see the issues in a different way. Appreciates the PNB members and glad to be on board. Re: governance- there are the governed and governors. Both are givers. Wants management to remember as the representatives of membership that board is here for a reason - to govern and make sure that Pacifica does what it needs to do. We can do this in a respectful manner, to avoid defensiveness etc. The board takes their responsibilities seriously, is fulfilling their duties. When the board calls, it is the membership calling. Hopes that work will go forward with respect from both directions.

Chair Durlin - moves to several brief agenda items without objection. Recommends sending 3rd Governance committee resolution back to committee.

MOTION by Spooner that 3rd Governance committee resolution presented during the Saturday session be sent back to the Governance committee
PASSES without objection

Schroell - points out that the resolution addresses issue that overlaps Board/Staff Relations committee. Lane - doesn't see it as so complicated, but doesn't object.. Adelson - goes into details… Spooner/Durlin - discussion should be in the committee now.

MOTION by Schroell that the PNB authorize the current FSRN working group to also work on the RFPI agreement negotiation in a similar manner.
PASSES without objection

MOTION by Oluguson upon removal or resignation of any LSB member, all current members and replacement delegates who ranked lower that he/she shall be advanced in accordance to election ranking to fill that void. This seat inheritance process shall be retroactive.

Discussion. Spooner- Was a flaw for the transition election., should of been a procedure, not put in the bylaws, but will not apply in the future. Bylaws revision is very involved, couldn't change in time for this election. Lane - should the LSB not fill those seats? Spooner - perhaps the seat could be left vacant until end of this term. Oluguson - the motion does not change the bylaws, but provides a process. Cerene Roberts - it will continue to be a problem - presents logistics… problem will remain so long as there are staggered terms. Roberts - there are problems with inequality, but after this election it will be must less of a problem. Walker - suggests moving this to committee. This is a common situation with boards, The main issue what happens.

MOTION by Roberts to refer Oluguson motion to governance committee

Sharkir - the reality is that a replacement LSB member did not get the elective support that the other did, not good. Cerene Roberts - this is a pressing issue that affects people who are running now, grossly unfair, LSBs could meet this week, should be resolved at special meeting in a week. Mark Roberts - disagrees, people are currently running under established rules, creates havoc. Adelson - a vote membership would be required for this to change.

MOTION to amend the motion to refer by Randhawa that the governance committee come back to the PNB with a recommendation after their next meeting

Point of order by Walker that it is implicit in a motion to refer to committee that a recommendation to the main body will be made.

Orders of the day called by Manning

Motion to refer PASSES without objection

MOTION by Lane: because of the responsibility of the Pacifica Board to leverage contributions of our listeners, the CFO is hereby instructed to investigate, and report to Pacifica's Finance Committee, the terms and conditions that would attach to a loan of (1) $25 million dollars and/or (2) $50 million.

Chair - ask why this is coming up now. Lane - was said at Houston meeting that is would be brought up at the next PNB meeting. It is not only the responsibility of a board to preserve, but to enhance the resources and value of a corporation. Pacifica does nearly nothing to leverage the $15 million received annually from listeners. This is only to get information from the CFO as to what is possible. This is to get the resources for Pacifica to realize it's vision. Chair asks if Finance committee has addressed this resolution, A: no. Chair rules motion Out of order in agenda and would like to see this go to …

Point of order by Manning - item could added to Unfinished business/new business later in agenda

Lane wants to discuss it now. William - should go to finance committee. Pacifica currently doesn't have Credit?. Hicks - it's true that there was lack of credit, but now has improved. Yes, we should we investigate as Lane suggests. Shield- this in a policy issue, this is listener network and we avoiding investigating why we are not expanding -why our programming is not attracting more people. Against going into debt - we would be borrowing from major corporations, Pacifica should be listener supported. Roberts - agrees with Shields that to the degree that it is a philosophical issue, but this is only a request to investigate. Adelson - should also consult LSB finance committees. Roberts - yes, but the LSB finance committee chairs are on the national finance committee so it's covered. Adelson - the full LSBs need to resolve this. Durlin - agrees that this is a bigger issue than Lane is considering it to be.

MOTION by Manning to refer the Lane motion to the national finance committee and LSB finance committees for comments.
PASSES without objection

14. Committee reports (cont.)

Board Staff Relations
Durlin - Not much has happened yet. Asks ED to convene next meeting. Manning - during discussion in first meeting, role of committee was expanding beyond PNB's original resolution forming the committee.

Walker, committee chair - excited about the committee. Next meeting Oct 16 3pm Pacific. The committee discussed what the mission should be for programming nationally, important to formulate. Discussed national programming procedure, parameters around political discussion , will discuss role of station boards in day to day programming.
Warren - Presents motion from committee regarding partisan nature of some Pacifica programming elections that reaches beyond .

MOTION by Warren that the PNB highly encourage the five sister stations of Pacifica and it's affiliates to ensure equal time is given to all ballot accessed candidates, leaving the judgement to the program director to implement this request.

Discussion. Randhawa - should be dictating to affiliates? A: leaves to PDs, only "encourages" Shields - words "equal time" is problematic, reluctant for PNB to dictate to stations.

MOTION to amend by Shields to substitute the words "fair and thorough coverage" for "equal time"
PASSES without objection.

Warren - has been informed that FCC has related requirements, and the candidates are responsible to contact the station to get equal time. Sanders - Pacifica needs to be more active in this way

MOTION by Warren as amended: that the PNB highly encourage the five sister stations of Pacifica and it's affiliates to ensure fair and thorough coverage of all ballot accessed candidates, leaving the judgement to the program director to implement this.

Clarification on FCC rules for equal time.

Question called by Spooner - PASSES

Vote on Warren motion as amended:
PASSES 13 yes, 1 no

Committees of Inclusion (C.O.I.) Report
Cooper (KPFT C.O.I) - Reports of failure of C.O.I.s to get started is not entirely true, C.O.I.s have been working on forming but, due to people's busy schedules, it has been difficult to coordinate a national meeting to integrate work done by the different committees. Supports each C.O.I to select someone to coordinate with the other C.O.I.s.
Olusagun - WPFW C.O.I. has been meeting regularly presents motion:

MOTION by Olusagun that: because inclusion and diversity are the first mention in the Pacifica Mission statement and an essential element in operating the C.O.I. process, and because it is a cultural bias to respect the work before us, specifically the work of the anti-racism group of the Pacifica Now conference of June 19, 2002, moves that the report of the anti-racism group of the Pacifica Now conference of June 21, 2002 be supported and that the PNB reaffirm the vote taken by the interim Pacifica National Board in September of 2003 in NYC and establish the Race and Nationality Committee as part of the C.O.I.

Walker - supports consulting other C.O.I's first. Roberts - difficulties in there is no coordination between the 5 C.O.I.. Spooner - C.O.I. were formed as independent committees like the LSBs. Supports a steering committee, but doesn't want Race and nationality resolution to recede from the PNB's attention. Laforest - supports more consideration. Cooper - the KPFT C.O.I is already working on this, encourages other C.O.I's .

MOTION by Walker to refer Olusagun motion to a meeting of a C.O.I. national steering committee to be convened by Cooper within 2 weeks
FAILS 2 yes, 9 no

Point of order Spooner regarding proper order of voting on amendments

MOTION by Adelson to divide the Olusagun motion
PASSES without objection

MOTION by Adelson that PNB reaffirm of the policy of the iPNB on Race and Nationality
PASSES 17 yes

MOTION by Adelson to approve the 2nd part of Olusagun motion that establishes the Race and Nationality Committee as part of the Committees of Inclusion (C.O.I.)
PASSES 16 yes

Discussion of logistics of coordinating the C.O.I. Cooper will coordinate. Discussion.

MOTION by Randhawa to establish a C.O.I. steering committee - not seconded

Chair - reassesses adgenda. Running out of time, Race and Nationality deserves more time and quality energy - perhaps the annual meeting in January 05. Asks for suggestions as to how to procede. Laforest - suggests that let Bob Lederer (WBAI LSB) give information regarding Race and Nationality that we aren't getting to because of being behind schedule. Roberts - report is extensive. Concerned that we aren't giving enough attention, a lot of work that can too easily not get done.

MOTION by Walker to postpone the Race and Nationality discussion when the PNB would hold a "Day of Diversity" to coincide with the Pacifica Annual Meeting in January 2005.

MOTION to amend by Manning to also start the discussion sooner on upcoming scheduled teleconference meetings - not seconded

MOTION to amend by Spooner that the C.O.I conduct planning for that day

MOTION to amend by Randhawa that the Race and Nationality issue be brought back to the full PNB within one month from the date of this PNB meeting so as to address the issue prior to the retiring of this PNB term.

Vote on Randhawa amendment
PASSES 8 yes, 3 no
Vote on Spooner amendment as amended
PASSES 17 yes

MOTION by Walker as amended: to postpone the Race and Nationality discussion until when the PNB would hold a "Day of Diversity" to coincide with the Pacifica Annual Meeting in January 2005; that the C.O.I conduct planning for that day; and that the Race and Nationality issue be brought back to the full PNB within one month from the date of this PNB meeting so as to address the issue prior to the retiring of this PNB term.
PASSES 17 yes

Discussion. Roberts - need to formally create a C.O.I. steering committee

15. Race and Nationality Discussion - postponed (see above motions)

Lunch break 11:30am
Reconvenene 12:25

Chairs Reviews agenda - need to hold elect directors to sit on Special Personnel Committee formed during executive session portion of this PNB meeting. One director required from each station.

Nominations for Special Personnel Committee:
Kolhatkar, Shields, Sanders, Walker, Roberts, Randhawa, Laforest, Rodriguez, Schroell, Allen

Vote by ballots using single transferable voting. Paul Surovell (WBAI) and Jim Brown (WPFW) count votes. Meeting time running short. Chair prioritizes remaining agenda items.

16. Unfinished business, new business

Schedule next regular pnb meeting
Roberts - board training on Thursday of that meeting. Discussion considering meeting over MLK day weekend, having diversity day on Mon MLK day. Bob Lederer points that it's presidential inauguration time, big marches. PNB could march. And draw in public participation. Adelson - but what is the vision. Kolhatkar - that day would focus only that issue and be like a town hall meeting after the big march Walker - makes motion to organize. Spooner - must be careful that enough attention is paid to the buisness discussion or the Race and nationality issue. Shakir - could be a Pacifica banner in march and meeting flyers to hand out for the meeting.

Chair - refocuses. Roberts - reminds lengthy issues planned for the LA. meeting board training, committee elections. Randhawa - would good for Pacifica to visibly involved. Olusagun - we have committed to a full day for Race and Nationality and shouldn't take away from that time. Discussion of coming in earlier on the Thursday and related expenses.

MOTION by Roberts that the PNB authorize the five LSB chairs to attend the January 2005 PNB meeting at Pacifica's expense

MOTION to amend by Randhawa that the ED, CFO, and 5 GMs be part of the retreat held at the January meeting

ED - is in support of this effort, but cautions of expense. Spooner - stations budgets have line items to assist in travel

Randhawa motion to amend:
PASSES 15 yes

MOTION by Roberts as amended: that the PNB authorize the five LSB chairs to attend the January 2005 PNB meeting at Pacifica's expense and that the ED, CFO, and 5 GMs be part of the retreat held at the January meeting.
PASSES 18 yes

ED - reminds of expense. Spooner - stations budgets have line items to assist in travel

Date of next of Pacifica National Board regular meeting:
Chair informs board to set aside Thursday January 13th noon to end of Monday Jan 17, 2005
No objection

MOTION by Walker that KPFK work with the Pacifica national office to create a host committee to plan for the participation of the Pacifica Foundation board and staff members in the Martin Luther King Parade in Los Angeles on January 17, 2005. The host committee will also plan for the five day January annual meeting.

Spooner- Against motion The C.O.I. should be in charge of planning the Race and Nationality day on Monday and the parade participation. The committee doesn't plan the meeting, the PNB does.

MOTION by Walker amended: that KPFK work with the Pacifica C.O.I to create a host committee to plan for the participation of the Pacifica Foundation board and staff members in the Martin Luther King Parade in Los Angeles on January 17, 2005.

Kolhatkar - Pacifica should recognize striking hotel workers in L.A. for the meeting
Vote on walker motion:

Chair confirms next special PNB meeting:
Next PNB Special meeting (via teleconference)
Monday October 25, 5:00pm Pacific time

Chair accesses agenda… motions from Adelson and Shields. Olusagun - is D.C. radio co-op resolution included? A: no. Laforest - wants to address the issue of the LSB participation in review of the Executive Director as provided in the bylaws.

MOTION by Adelson to extend meeting by 20 minutes
PASSES 11 yes, 3 no

MOTION by Spooner to table all motions not submitted in writing prior to this PNB meeting
Discussion. Walker - process would better
FAILS 6 yes, 7 no
[chair breaks tie]

Point of order by Spooner
- motion failed with a tie

16. Unfinished business, new business (continued)

Resolution from donna warren that the chair have an administrative assistant
Warren - chair needs help. Administrative assistant would save legal fees - doing that work

MOTION by Warren to hire administrative assistant for the chair of the PNB:
Whereas the attorneys were asked to review items including legal pleadings and legal memoranda, contracts, policy and procedural guidelines, bylaws, articles of incorporation, certificates of amendment, voter certification, auditor statements, billing invoices, and voluminous emails, letters, drafts, commentary, and procedural instructions related to the production of these documents.

Be it resolved that the PNB search for and hire an in-house paralegal or other competent person to serve as the administrative assistant (AA) to the chair for a comparable salary plus benefits.

Discussion. Roberts - excessive to hire a full time? Durlin - chair could be a full time job…but there is no money in budget, what are the logistics? Many of the issues this past year were resolved appreciates ,but doesn' t support. Kolatkar - would have to be yearly position changing areas with chair - should be helping secretary too.

Question called by Randhawa - FAILS

Walker - really needs to be a job description. Allen - could use a full time liason for the board, perhaps the secretary could be paid and take care for these tasks? refer to governance? Roberts - might be some money in the budget? Doesn't see the logistics yet. Manning - secretary has a lot of work, but it became manageable as became knowledgeable - board training would be key. Existing executive assistant has helped. Warren's idea is good, but the logistics need to be worked out. Durlin - would hold off for now. Lane - will go along with the wisdom of the Chair and secretary.

Question called by Randhawa - PASSES

Vote on Warren motion
Fails 1 yes, 11 no

Warren - feels that if she had read the entire resolution, that it would have had more support - she cut it short on the advice of another director.

MOTION by Adelson regarding unbudgeted interunit transfers:
Whereas the PNB passed a resolution at its Aug. 28, 2004 teleconference meeting requesting that the National Finance Committee develop a policy for unbudgeted inter unit transfers to be brought before the PNB for approval at the October 2004 PNB meeting,
And, Whereas due to its recent workload the National Finance Committee has been unable to address this policy to date,
Therefore, Resolved:
1) that the PNB reaffirm its request to the NFC to develop such a policy on unbudgeted interunit transfers as soon as it is able, to be brought before the PNB for approval,
2) that in the interim period prior to adoption of such a policy, the Executive Director shall notify the PNB of any contemplated unbudgeted inter-unit transfers, and shall inform the PNB of the reason for the transfer and the status of the transfer, e.g.. whether it will be loan or not, prior to its execution..
PASSES 13 yes

MOTION by Adelson regarding the fcc and micropower broadcasting:
Whereas, the Federal Communications Commission has in recent weeks renewed attacks on micropower broadcasters similar to the attacks that occurred in the late 1990's, which in turn led to the mass movement that ultimately impelled the FCC to create a new class of micropower licensing,
Whereas, the resulting licensing rules were deeply flawed and in many ways hostile to access to unused FM bandwidth by low-power broadcasters,
Whereas, the Pacifica Foundation is an historic advocate of free speech in broadcast media,

Therefore, Resolved:
That the PNB calls on the Pacifica Foundation, local affiliates, and other public radio networks to:
a. Condemn the recent FCC attacks on and shut down of KFAR, First Amendment Radio in Knoxville, TN, and FRSC, Free Radio Santa Cruz, in Santa Cruz, CA.
b. Demand that the FCC cease the attack and shut down of micro-power broadcasters without due process
c. Support the return to the air of KFAR and FRSC, and
d. Support the expansion of all means for democratic communication and participation in broadcast media, including micropower FM broadcasting.
Be it further resolved:
That the Pacifica Foundation and its local affiliates organize discussions, on-air forums, and join with free speech and civic media activists, with the goal of fostering a better understanding of the issues affecting democratic communication through broadcast media, including low-power FM broadcasting. The Executive Director is duly instructed to formulate and distribute an editorial statement reflecting this resolution to all General Managers for airing.

Discussion. Kolhatkar - objects to the ED doing the writing A: will be expressing the board's message
Manning - will abstain because not in support of the board making editorial resolutions.

Vote on Adelson motion:
Adelson - y
Allen - y
Cooper -y
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado -
Manning - a
Olusagun - y
Randhawa - y
Roberts - a
Rodriguez - y
Sanders - y
Schroell - y
Shakir -y
Shields - a
Spooner - y
Walker - y
Warren -a
PASSES 14 yes, 4 abstain

Manning - this is nearly 2/3 which is what he had supported being required for passage of such resolutions at previous PNB meeting.

MOTION by Shields that the PNB mandates the ED and the GM of WBAI immediately mail to the paid and unpaid staff the surveys of the management evaluation approved by the WBAI LSB, the mailing to be witnessed by several members of the WBAI LSB and the LSB chair.

MOTION to amend by Randhawa to refer to ED, GM etc - not seconded
Walker - ask ED what is going on? ED - there is already resolutions that this might contradict this?. Spooner - PNB asked ED to resolve. Disappointed not that is has not been resolved. The PNB should support this as an LSB board . Roberts - the question is whether or not the PNB

Question called by Cooper - PASSES 11 yes, 5 no
Vote on Shields motion
PASSES 10 yes, 7 no

Results of Special Personnel Committee election
Shields for WBAI, Walker for KPFA, Roberts of WPFW, Schroell for KPFT, Kolhatkar - KPFK

Item on extending election deadline:

Laforest - ask for report from ED. ED - need to find union printer that can print 100,000 by Friday in order to get statements in with ballots out by October 15, If not? A: a few days late would be considered a "reasonable effort" Chair - this issue should be covered
Chair -
Chair and PNB - acknowledges vice chair and secretary . PNB acknowledges WPFW PD Ron Pinchback, LSB chair Jim Brown and D.C. crew for hosting…
..many acknowledgements all around - chair and sound crew [applause etc]

MOTION to adjourn

MOTION by Olusagun that the PNB support and encourage the WPFW-MASC efforts to sign a memorandum of understating between WPFW and the D.C. Radio Co-op members so as to include said MOU in the reconstruction of the new News Division which is stated as being temporary and experimental until the end of the drive and national elections.

Roberts - protest, this has not yet been brought to the WPFW LSB, respect the LSB. Manning - it's within the PNB's purview to acknowledge the value of the Co-op - agrees with Roberts that the main issue should be brought to the LSB.

MOTION to amend Olusagun motion by Manning that the PNB acknowledges the great value of the D.C. Radio Co-op

MOTION by to amend the amendment by Adelson: and to refer the Olusagun motion to the WPFW LSB
Roberts - this sets a bad precedent, issues come to the LSB first. Spooner - the PNB is a court of appeal, not first resort. It's a good amendment to refer to the LSB. Shakir - The D.C co-op has been brought up these issues at LSB meetings.

MOTION by Walker to divide

Oluguson - intent was simply support efforts to support the co-op.

MOTION to table by Roberts
Ron Pinchback - there are meetings with co-op planned, there is a process, the issue will handled through WPFW.
Motion to table FAILS 6 yes, 8 no

Question on all pending motions as divided called by Spooner
PASSES 17yes , 1 no

Adleson amendment to refer to WPFW LSB
PASSES 16 yes, 1 no

Manning amendment to acknowledge D.C Radio Co-op
PASSES 15 yes

D.C. meeting of the PNB adjourns 2:04pm eastern time, Sunday, October 3, 2004

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