Pacifica National Finance Committee (NFC) meeting notes
Official PNB minutes posted at pacifica.org
Audio Archive at www.kpftx.org
These notes paraphrase statements made by attendees at the meeting (almost three hours). Most was done in one listen, so there may be some inaccuracies. To find out the exact words, listen to the audio at www.kpftx.org
- Written by James Ross, wbai.net contributor
Meeting via teleconference
-approve minutes of previous meeting
-review of transparency motions and administrative council response
-CFO report/WBAI update/review of financials
-scheduling of meetings Attendance Dave Adelson (PNB, KPFK)
Baruti Bediako (treasurer, WBAI LSB)
Patty Heffley (PNB, WBAI)
Mike Martin (PNB, KPFT)
Casey McFall (treasurer, KPFK LSB)
Marnie Tattersall (treasurer, KPFA LSB)
Jane Gatewood (treasurer, WPFW LSB)
LaVarn Williams (PNB, KPFA)
Lonnie Hicks (CFO, Pacifica foundation)
Mark Roberts (PNB, WPFW) joins call 10 minutes late adelson serves as pro tem chair, mcfall is secretary Approval of minutes mcfall: partial minutes from last meeting have been uploaded to list martin: move to postpone approval of minutes gatewood: elected as WPFW LSB treasurer 1/8/05 Agree to postpone approval of minutes Review of Transparency Motions and Administraitve Council Report (background -- the PNB passed a series of motions on 12/20/04 directing Pacifica management to provide information to the PNB, including monthly reports of who got paid and how much at each unit (station, national office, and Pacifica archives), monthly reports on membership and fund drives, reports on unbudgeted transfers between units, and other items. As of 2/18/05 none of this information had been provided. On about 2/16/05, the administrative council, a group consisting of the ED, CFO, and 5 station GMs, sent a letter to the national finance committee explaining why they had not complied with the PNB's resolution yet.) hicks: GMs had a phone conference yesterday. they would like a telephone call w/ finance committee to flesh out comments in memo. they request 3/11 conference call to go over the six motions. Randhawa motion passed to review implementation of these motions in June. spirit of the letter -- some things are more possible, others are not. williams: who is the administrative council, what is its purpose, how often do they meet? hicks: traditionally - williams: please don't say traditionally, just answer my question hicks: administrative council (AC) is the GMs and ED, been around 3-4-5 years. Their role is to review stuff and suggest to the PNB. williams: so does this mean that ED, CFO, and five GMs sign on to letter? adelson: AC includes archive martin: what is the spirit of the concern from the AC? hicks: not everything is doable at all stations, want to negotiate, clarification of intent. felt it came from the top down, that they were not incldued in discussion. want to be included. Also business managers mentioned. martin: were you all invovled at all in the six resolutions? hicks: I was in NFC, but GMs not. they want to be involved. directives in motions to GMs and business mgrs. mcfall: I am confused. does this mean the GMs want to negotiate whether to provide this info, which is generally provided to non-profit boards. Whether or not to provide it is non-negotiable. hicks: not sure whether they wan to negotiate whether to implement or how to implement. Lots of different opinions. My sense is how best to implement is their concern. and to get the sense of this body. give and take. adleson: these motions have been discussed since August/October. what's being proposed is putting a motion of the PNB on hold. Lonnie was asked to develop some of the language. The idea was that Lonnie would serve as a conduit. then no comment on motion for another month and a half. Now you want to delay another month. Also feels that Bediako motion of last time was out of order -- NFC cannot overrule motion of board. wants to have this discussion w/ AC before upcoming PNB meeting (2/28). But GMs must implement motions of board unless board gives other direction. roberts: concurs that NFC cannot override PNB motion. But had concerns about motions of 12/20. agrees w/some of AC's concerns. wants to know intent. maybe there is a way to do it w/o overburdening administrative staff. doesn't have a problem with waiting to iron it out. 2/28 mtg will be very busy. Can bring to table on 4/1 mtg in NYC. heffley: find letter from AC disconcerting. AC not in the bylaws. we are being told by mysterious group what we are to do. (reads part of letter, including "what will done with this information?") (reads bylaws re CFO and open books that shows that board has right to get info). Finds that statement by AC that provision of info is onerous and skepticism as to what NFC/PNB will do with info irrelevant. would prefer that NFC be deliverd the info by 3/11 and then discuss how difficult it was to get. Q: are the people trained in the programs to provide financial info? hicks: some of info is membership info. some of the data does not exist in the form requested. needs to be compiled. right of director is a legal point. these are not reports already produced. they need to be compiled. law does not support provision of special reports. Third there is a fear that that an individual director can direct business mgr. accountability, time questions. real people doing real jobs. they have produced a lot of info. listen to concerns of AC. could see speeding up the timetable. adelson: his concern -- this process was started at 10/15 meeting and further meetings. passed by PNB on 12/20. went through extensive preparation. concern that we go through long process, then pass a motion, and now AC wants to talk about it. the time to talk about it was during preparation. everything that can be done today should be done. is happy to talk about it. but there has been no motion on any of the items passed. you do have that data. MEMSYS data can be genereated quickly, e.g. It is CFO's reponsibility to provide the info. PNB can reconsider. martin: most info in motions is info that would be typically maintained by non-profit. can you give an example of some info that you do not typically do? What is onerous? hicks: you are asking me to speak for 5-6 other people. all six are not the same. some look easier. take a look at 3 -- how many volunteers have done 3 hours. this is not done. and this is membership issue - not finance. which I don't get involved in. give us some time to get that kind of system going. adelson: point of information -- this is the definition of membership. do you not have a list of membership? hicks: they have a list of active members. but maintaining the 3-hour volunteer membership is troublesome. (time: 35:30) roberts: questions re intent of motions. motion #1, that variances of 10K or 10% requires a note (needs to be at least a $1000 expenditure). Try to flag variances at local level. What do you do lonnie, when there is such a variance. do you get an explantion of variances (between budgeted and actual spending). hicks: no -- I do not get reports of variances. roberts: did WBAI comply with MEMSYS report? hicks: yes I get MEMSYS reports, so that is more feasible. but AC says, if we are to track membership, let's do in the context of increasing membership. roberts: yes, but there was a call from surovell and others that people want to know how many subscribers there are. And volunteer data, I threw that in there. Is that hard to get somehow? hicks: the arbitron data is better data roberts: we are talking about people who contribute and who are eligible to vote, not listeners. adelson: we are talking about membership. roberts: yes we need this info. what is the problem with reporting the gross number of members. hicks: I'm not involved with MEMSYS. I'm not hearing them say that this is difficult to do. roberts: it is doable. you have cited it frequently at board meetings. It is in the information loop. roberts: and headcount -- salaries and how many employed. But there was a concern that people get paid after budget is written. how would you recommend that we ensure that practice does not happen -- that hires take place that are not budgeted for, or come in under some other auspices. hicks: recommend a quarterly review is perfectly legitimate. also six-month budget review and revision. problem is doing it every month. willams: KPFA was reporting volunteer hours as part of the report to CPB. this info has been tracked. It should be done at all stations. should try to implement motions not drag it out. CFO's responsibility to work with GMs to implement PNBs motions. reference to "former PNB" in AC's letter is in error. I am embarrassed by this. the letter was not signed. ask them to re-send with their names. showed the arrogance and ignorance of process in a non-profit. gatewood: wording in six motions could have been different. should have asked CFO and ED for info, not GM or business manager.
bediako: is explanation of variance doable?
hicks: smaller variances should be gone over at LSB level. Not NFC. this committee should deal larger financial issues, not minutia.
bediako: what is the level the NFC to get involved?
hicks: sigificant variances are not going to be in office supplies. revenue variance is significant. and will drive variances in expenses.
adleson: what was asked for was that the variances be noted in the report, to prevent us from having to talk about it.
bediako: but you can be on budget with income and still have a problem with expenses.
hicks: you are right. but experience in Pacifica is that variance in revenue, esp in first quarter, leads to big problems. GM and business mgr should do written comments on variance. I generally agree that those written notes can be done. That can save time.
NFC should concentrate on cross-station issues.
heffley: the devil is in the details. They are necessary to get the big pictures. does not understand the complication of an end of month headcount type report. Do the stations have this info -- do they know who they paid and how much. the reason the motion calls for the business manager because they have the info.
troubled by implicataion that we will not get the info before we talk to employees. Perhaps emeployees need some training. still we should get the info, in whatever form it is. We should move on this info. does not understand what is complicated about it.
adelson: the motion on the floor is to have a meeting with the AC on 3/11 to discuss implementation of this motion -- does it include that info will not be provided will that time?
(end of hour one)
martin: is there a problem in giving the info you have, as a good faith attempt? Might be helpful in futute discussion to foster dialog as to where difficulties lie.
hicks: I will get back to you with a quick response. I propose that we see what info is currently available. propose 3/11 info. salary info is quarterly or six month. in march proposed six month budget changes can be brought before this cte. can deal with salaried, budget changes all at one time, and it can be productive.
adelson: propose that we agree with AC's proposal to talk on 3/11. request all info requested in six motions asap. provide to PNB a list of all info that cannot be provided.
mcfall: misunderstanding of people's roles, who answers to whom? requested info is regular info that exists in all non-profits. volunteers info is important re elections, liability, in-kind service for budgeting. doesn't understand how PNB makes a directive and management doesn't do it. why are we still talking about this?
roberts: motions should have been addressed to ED. these motions cite GMs and business mgrs. "pierces the veil" thinks this is beyond fiscal responsibility of boards. should refer the matter of the delay to the board-staff committee. This is a board matter. It was passed by the board. let the board pass it or un-pass it (?)
adelson: board-staff committee not involved in drafting of motions and details of these motions. this committee is not empowered to assign things to other committees.
lonnie: MOTION telephone conference call take place 3/11 betw NFC and AC to discuss implementation of these motions.
adelson: will info be provided by that time?
hicks: will ask AC people all info they are capable of doing.
heffley: are you abiding by these motions and then we will discuss it on 3/11?
adelson: hicks said he will provide any info that can be provided.
williams: when will this info be provided?
hicks: asap, can't set a date. I will get back to you with what info they will provide, and when they can provide it.
martin: hicks will get all info possible and identify difficulties.
roberts: this is a board motion. that NFC is meeting with administrative staff seems out of order.
adelson: this is a request from AC.
hicks: from discussion may come to PNB w/ recommendation for other resolution.
roberts: if AC doesn't like what we say, they can recommend to PNB independently.
heffley: as NFC we cannot disregard motions passed by PNB. all we are doing is having a discussion about implementation on 3/11?
hicks: discussion of implementation aspects of PNB policy. there is a difference in director rights between providing existing info and preparing new analyses.
ROLL CALL of Hicks motion to meet by phone with AC on 3/11 and that such information is available be provided ASAP (note: motion was not restated before vote, so it is not clear what it was -- this is my interpretation):
bediako: can we have available info by 3/4?
hicks: I will do my level best to make that happen.
Elections for Officers
Martin and Roberts candidates for chair.
martin: could offer sometheing as chair. on house appropriations cte in Texas legislature. used to identifying and prioritizing a budget. would love to serve to as chair.
roberts: (dropped off call) then says. If he were chair would have to change meetings to 5 pm EST. served as chair last year. passed a budget for first time in pacifica's history. stayed on point. gets agendas out ahead of time. doesn't favor biweekly meetings for NFC til July when prepare budget. meet monthly to focus on monthly reports. Wants treasurer's reports. wants treasurers to deal with variances on local level.
then we look at national variances (national office, archives)
initiatives: focus on things the PNB asked us to look at. ie, PNB asked for advice on Race an nationality issues. also, what are our goals. 5 mill capital campaign. we need to tell PNB how to do that.
need to do asset inventory for whole network. buildings, etc.
adelson: should I be chair pro tem til election -- don't want to
williams: officer postions -- have Lane (WPFW), walker (KPFA), rodriguez (KPFK), no one from kpfK. should vote for Mike. all officers so far are "melanin-advantaged."
tattersall: roberts would be good because of financial experience and background and education. undergad at harvard, columbia MBA, has run his own business. there will be seven other committees. is walker behind at giving us other info?
adelson: who will receive and count ballots?
heffley: move that we send them to casey mcfall.
adelson: can observe ballots. should be received nine days by today 2/28. Casey will send email w/ address.
tattersall: can mcfall vote since she is pro-tem treasurer at KPFK?
CFO report/WBAI update/Review of Financials
HIcks: start with action items, then go to discussion items.
believes its crucial for NFC to adopt goals for year. hicks has goals. wants to form teams to deal with it.
1. must look at ways to increase off-air revenue to identify funds for capital improvement. proposes to do a million-piece mailing at first step for capital campaign. wants NFC members to help to "shepherd process through."
also need $ for legal contingencies, captial contingencies, etc.
2. race and nationality: several motions passed (or sent to NFC?) where will funds come from. This will be part of six-month budget adjustment.
3. Pacifica elections -- cost exceeded budget by 40K.
4. bylaw convention -- planning costs need to be looked at as pre-budget item.
report on drives:
KPFA 700k goal 1 million looks like they will meet goal in 17 days
Heffley: WBAI finished drive last week. now they are going to go in for three more days, making it a total of 27 days.
(time -- second hour, 49:06)
WPFW: 204k so far are ahead of pace
overall, drives will be close to their goals. this is a flat revenue scenario. this is a problem. third year of flat revenue. this means hidden deficits, cause cost increases go on.
WBAI will probably reach 1 mill - 1.1 mill but in 27 days. so it takes more days, w/ exception of K and W. reflects that membership numbers not increasing fast enough to meet our revenue needs.
we will make it through this year because of lower legal payments and no elections. next year we will be back in the soup. But need to up revenue, outreach, etc. potholes are that we don't have adequate reserves to handle foreseeable capital needs, FCC.
heffley: still unclear - is MLK, Jr. day included in the 926K for WBAI?
heffley: kpft - daily tally is on their website.
roberts: PNB brokered a fiscal arrangement with WBAI re budget -- concern re donor fatigue. said we will be using Phil Osegueda [national development person] and local development director. Now hear that this drive going on so long. are you concerned about WBAI now, esp that it's taking so long, as some predicted. are we successful or have we failed in NY to shorten number of days?
hicks: WBAI is a concern. threee things are required to get a handle on it. 1) they pay to much for their space. moving discussions underway. conversation with real estate agent arnold roth. 2) fulfillment rate is 10% lower than other stations. Phil O will be there next week to discuss this
roberts: are their premium costs in line?
hicks: it's better, it needs work. Phil will be looking at this next week. 3) we need to look at cutting staff.
roberts: do they have a development director?
roberts: did Phil work with them on this drive?
hicks: yes. also, they have a development person coming in to work on development aspects to talk to mgmt about how to get their
hicks: robert adam. this is a preliminary talk with him. Their current shortfall is 300K, which could covered by lower rent and better development.
bediako: what do you mean when you say that's our shortfall, what does that mean?
hicks: if you envision shorter drives for WBAI, that would be the shortfall. need to shorten drives
adelson: dismissal of volunteers under previous governance raises red queen issue -- need to run faster to stay in the same place. need to look at how we do staffing. in upcoming bandwidth - unlimited regime. anyone can download programming. need to look at staffing. also set aside money for grants. we are not launching programming initiatives. can solicit proposals from people with ideas. currently we create a position and we are stuck with that person and there is fighting.
we need to look at whether volunteers can be used better, with some paid people overseeing. believe that KPFK is performing so well is that station is very open to new blood, new people. we need to look at out model for funding what we do.
williams: look at 48K salary variance in national salary lonnie was suposed to give us a report form last time. (She is referring to the 3 month report of actual spending vs. budget -- I believe this is available at pacifica.org)
How many people work at the national office? Also, I understand Phil went to WBAI last drive. we can look if it is cost effective to send him there, what the effect is. Re race and nationality issues, most of those motions were changed or sent to committee. re real estate agent, I was going to ask my friend, but she is not available
also the number of fundraising days at WBAI, I continue to be concerned.
hicks: 48K variance was actually closer to 15K. the reason was a link issue. but it was corrected.
hicks: budget number low for one month. now it is corrected. checked whole spreadsheet. station budgets are linked to consolidated budget. total for gross salaries was correct. we haven't hired new people at national office.
we have ED, CFO, executive ???, finance group: financial analyst alvin Yip, controller Garcia, accounts payable lynn magno, Pete Korakis on website, Ursula rudenberg, affiliates coordinator. (ed. note: also Phil Osegueda, no?)
we also have vacant positions: HR director, national PD, national technical director. could pay with mail drop. would like reserve at national office.
williams: on page 25 of 32 of first quarter report, gross salaries: YTD actual is 193K, YTD budget is 145K. still a variance of 48K. was it budgeted correctly?
hicks: 15K variance for the month. YTD is 31K. main reason is that we were carrying Jim Bennett...
williams: Jim Bennett doesn't make 31K per quarter.
hicks: also 15K variance in december due to one-time holiday payout. bonuses for management staff.
adelson: I don't remember any discussion of bonuses.
roberts: part of a budget function is to see how well are understanding the business we are in. now
(TIME: 18:22 of hour 3) why didn't we anticipate this variance. what's lacking in the budgetary procedure.
hicks: (resp. to williams) overall salary line is an overage of 16 K. at six-month adjustment, we will see that we are over by 16K, and I will adjust expenses, and bring that forth. that variance on 1 million in salaries is not that big a deal.
how to avoid? why does it happen? someone may hire someone for a drive, or elections, or race and nationalities.
national office may have to hire an extra person to help with mail drops, etc.
williams: still don't hear an explanation on the 31K variance on 8 employees in 3 months. could you give it or tell me when you can provide it. this is a concern.
hicks: will get it out in a couple of days.
williams: I am not familiar with the holiday bonus.
hicks: bonus was approved by chair of national board, since I've been here that's the way it's been done.
roberts: we went through all the anticipated costs of mailings. if we need additional people I would think that would be part of the national budget. I am not criticizing anyone. but we need to make our budget for 06 as pure as we can get it.
salary increase. you have not had one in a while. but if we are to decide to make a unilateral holiday increases, it should fly through someone. who was it approved by? Was it an internal process?
hicks: it was approved by the chair of the board.
adelson: chair of the board does not have authority over the budget.
hicks: ED requested to chair, leslie cagan before marty durlin, ever since I have been here. ED made a request to chair, cagan before durlin.
roberts: are you saying this is a standard bonus?
hicks: yes, if funds are available.
roberts: so why was this not mentioned in the budget.
hicks: I'm not going to change the budget until 6-month adjustment.
roberts: but why wasn't it in the original 05 budget.
hicks: when I made original budget I did not plan to do holiday bonuses.
roberts: whnat made you decide this and do you regret it.
(TIME 28:43 of hour 3)
hicks: no -- I thought it was affordable. we can make up the variance with mail drops.
roberts: so why not just make that argument to the NFC. just to let us know. that is the kind of relationship we would like to develop. If we are not on same page, it becomes suspicious. talk to us and we talk to you w/o sudden red flags.
hicks: i think that's a good idea. hopefully we can overcome mistrust and gotcha games. many can make accusations. not many can solve problems. makes pledge that everyone on committee can get Qs answered, and move forward to larger issues that worry me. How do we raise money. we will raise 200-330K more than last year. we can be comfortable with that.
heffley: is the honorarium to kpftx of 1000K is that in the budget?
heffley: who shared the 16K bonuses?
hicks: I'll send it by next wednesday.
adelson: HR director position was supposed to hit the books by late January. gross salaries has a projected of 76 K, positive variance re conslutants of 86K. HR position is open, so salary budgeted in Jan was not used. annual budget for personnel search was $500 but searches are actually more.
So, what happened to salary supposed to go to HR director? Will we have money to do these hires (HR director, technical person)?
hicks: to balance budget in national office, I pushed back hiring HR director till July. Salary is 65K.
adelson: budget we approved had HR postion hitting the books in January.
hicks: for PD there is money starting in January.
adelson: but PNB approved HR director starting in Jan.
roberts: we approved natl PD to start in March.
hicks: we have a different memory re HR person. in order to add stuff to budget, we need to review budget, how to make it balance.
adelson: still don't understand. PD director is in budget, but it is not being paid. how will this be reflected in the January financials.
Roberts/Williams: it should show a positive variance in that line item.
adelson: so does the projection that national office salaries is $76K negative variance in december financials -- does that incorporate that money was not paid out for national PD, HR director, etc.
adelson: so that must mean that expenses are substantially higher than expected. we should figure out where that is happening.
hicks: projections would be lower, not higher.
adleson: no, since we are still coming out with a negative projections, even without paying the HR dir and nat PD salaries, it means there is some unexpected payouts in gross salaries.
roberts: lonnie, will you give us this detailed info.
adelson: OK, just want to make sure this is highlighted as a concern.
williams: hicks' goals for the year -- can this be an agenda item in the 3/11 meeting?
hicks: yes, I am pleased to hear this. we need cooperative effort in these areas.
roberts: what else do we have to deal with?
adelson: KPFK went over its expected fundraising goals in fall and probably now. LSB said any surplus we develop would be spent on news department and training. When can we officially identify that as a surplus?
hicks: we don't have a policy on that.
adelson: have WBAI budget update and december financials.
hicks: didn't we go over them last time.
williams: has concern re revenue number for KPFA in december. seems low.
hicks: drive total was...
williams: it was over 1 million, including internet.
hicks: you are close to budget.
Schedule next meeting
adelson: when do we get January financials?
hicks: around 25th of month.
adelson: do we need a meeting before 3/11? maybe so. propose that we meet 3/4. what time.
roberts: prefer 5 pm EST (colloquy re daylight v standard time).
gatewood: also a question re 3/11 time. will GMs be able to join us then?
roberts: can stay late, they just got a holiday bonus.
hicks: GMs get together on 3/4 at 10 am EST.
adleson: can you announce this?
adelson: should be up to new chair. also need to look at tasks assigned by PNB.
roberts: should review Jan financials.
hicks: I want to come with a six-month adjustment.
adelson: that would be the time.
hicks: also will have feedback re six motions.
adelson: let's do that next time.
mcfall will send out email with her address to send ballots.
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