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These notes paraphrase statements made by attendees at the meeting (two 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

Summary

-PNB members received a packet of information this week in response to the 12/20/04 PNB resolutions on reporting financial information.
-Treasurers did not receive this.
-ED states GMs want to table compliance of these resolutions
-GMs state that they are willing to comply with resolutions. The problem is that PNB needs to be flexible and understand GMs have a lot of things to do.
-GMs do have a problem with supplying monthly headcount and salary. potential liability to Pacifica was brought up often in reference to this.
-GMs question why these resolutions are necessary; do they represent distrust of GMs by PNB?
-ED says compiling list of members monthly is impossible.
-NFC members explain rationale of resolutions -- they need info to do their job, help managers, understand salary variances.
-NFC members explain that requests are not as onerous as some think. Much of the requested information already exists, e.g., payroll reports.
-some support for changing reporting of membership, headcount from monthly to quarterly.
-ED sent memo to PNB saying he disavowed the 12/20 resolutions.
-agreed to meet again 3/21

Agenda

-roll call -discussion of meeting format, liability
-GMs, ED, CFO, present their problems with compliance to 12/20 PNB resolutions.
-NFC members respond, discussion

Roll call

NFC members:

Adelson (KPFK, PNB) present
Bediako (WBAI, LSB treasurer) present
Heffley (WBAI, PNB) present
Martin (KPFT, PNB) chair present
McFall (KPFK, LSB treasurer) secretary present
Roberts (WPFW, PNB) present
Tattersall (KPFA, LSB treasurer) present
Gatewood (WPFW, LSB treasurer) present
Weinmann (KPFT, LSB treasurer) absent
Williams (KPFA, PNB treasurer) present
Hicks (CFO) present

Administrative council:

Coughlin (ED) present
Georgia (GM, KPFK) present
Bradley (GM, KPFT) present
Campanella (GM, KPFA) present
Pichback (GM, WPFW) present
Rojas (GM, WBAI) absent

discussion of how meeting will go, confidentiality

coughlin: these are the members of the AC as currently constructed.

martin: this is a formal meeting of the NFC and administrative council (ED, CFO, and GMs)

martin: PNB members received a booklet of info from ED. This is not executive session. don't talk about individual's salaries. also there is a confidentialiy agreement in the packet. I have no problem to signing it. do any PNB members have objection to signing it at this time?

williams: need to discuss a little

marting: can we verbally agree that info we hold be kept confidiential?

adleson: problem is IDing types of info to be kept confidential

martin: personnel matters, and salaries.

heffley: confidentiality agreement -- have a problem with sentences in it. I will not discuss confidential stuff on this call or elsewhere, but this language needs examining.

martin: we can defer discussion conf agreement to another time.

roberts: what should we keep confidential?

martin: individual salaries, personnel.

adelson: can agree to adjourn to exec session if necessary.

martin: want it on the record that NFC will agree to keep such issues confidiential.

tattersall: don't have packet or confidentiality agreement. how can I do my job as treasurer if don't have this info?

coughlin: surprised to hear this concern. I said I would release this info to directors. will work with you about release of info to delegates. if chair of NFC or PNB makes ruling to release info, will take that into account.

martin: I would like to work with ED to get this info to treasurers.

roberts; not the purview of chair to decide things. the whole board must decide. PNB already ruled that treasurers would get exact salary info. PNB may want to decide again cause this info is more comprehensive.

adelson: PNB ruled that finance cte would get this info. last year treasurers got more detailed info than PNB re salaries.

martin: let me explore PNB resolutions, try to get info to treasurers based on PNB resolution. already told chair that there a number of items on upcoming PNB meeting.

Mcfall: how will we proceed with this call if half of us have no info?

gatewood: understood she would get this info as well. Feels crippled by this. despite this, can make progress by hearing from GMs.

roberts: hasn't looked at the info but feels he can still have a producitve meeting re GMs approach toward 12/20 motions.

martin: will do his best to get info to treasurers.

Report from Administrative Council

Martin: please point out specific problems with resolutions.

coughlin: GMs and business mgrs are asking to table implementation of 12/20 finance resolutions pending review of network resourses, legal issues, etc. This is the outcome they would like to see.

hicks: requested info poses problems. as officer of board is responsible for fiancnial info distribution and safe-keeping. operating with PNB mandate, feels info should should be released. "my officer" tells that the attorney has said there are exceptions and guidelines re release of info. second issue -- feels part of requested info does not meet these guidelines. also some items go beyond finance -- ie MEMSYS data. Third area of concern are touchy issues around accountability. who does GM report to ? ED, LSB, PNB? what does GM do if people tell him/her different things.

very few non-profits are as big as Pacifica.

delivered information. but if there is strong sense that delivery of info can lead to liability issues, will disavow release of info.

lawyer says if you have a history of internal factionalization, or litigious board members, should have a way to protect the organization. lack of clarity on release of info, less so than last year. last year had a coordinationg committee to field requests. has been abandoned it.

to sum up, turn over info, but insist on review, and protect interest of networks and personal interest, so disavow release of certain info. Also, issues are complicated. bottom line criteria would be what would be prudent, usual, customary. amount of info requested beyond usual.

What is minimunm/adequate info board needs to govern that minimizes amount of liablilty.

Coughlin: thanks, calls on Eva, mentions her email re her concerns. how to these resolutions impact ability to do job.

Georgia: all GMs recognize right of PNB to have info. But it is critical that PNB, etc, become sensitized to deadlines GMs operate under. felt info requests of her in March were too much. it was in impossible situation -- have fund drives, 3/29 CPB deadlines, application for HD radio. lack of communication. request of info must be in reasonable time frame. Personnel info is very sensitive. need safety mechanism (confidentialiy agreement). unions don't agrree with release of info.

Q for NFC -- why was the info you were currently getting not enough? MEMSYS reports requested are very extensive, in depth info on membership categories.

GMs get frustrated cause NFC doesn't realize pressures GMs are under. feel targeted by finance committee. sense of reading motions is that there is not trust.

Coughlin: thanks really appreciate it.

Bradley: Don't have a problem at all. relatively reasonable requests. questions re some of the details. what's bothered him is the us and them attitude and lack of sensitivity that GMs are working hard. What GMs are being asked to generate a machine to develop a work product on top of everything else. Not really an explanation why.

but nothing in motions is unreasonable. headcount motion seems a little like micromanaging. need to get past oppositional politics. have struggled long and hard to get Pacifica out of its hole. need patience while systems are being put into place to meet resolutions. specifics of MEMSYS are different from what he does. tracking volunteer members is not up to speed yet.

planning fund drive, many other obligations, with overworked, underpaid staff. If NFC is telling business mangers what to do it sets up an oppositional attitude.

Coughlin: request for membership sounds reasonable, but there are actually seven different categories of membership (???)

Pinchback: agrees with Georgia and Bradley. has small staff. a lot of the work falls upon this staff. issue is how to provide the information PNB is seeking in a realistic manner and in a less taxing manner. Also wonders why these measures were suggested and adopted. GMs not involved in development of these motions. Ask that we back up a little, have dialog, etc.

Campanella: Other GMs touched on key points. primary concern is headcount information. Reiterate that question of how personnel info is utilized is important. is open door for potientioal abuse harrassment, intimidation, micromanagement. Hopes to come away with consensus on most sensitive issues these raise. hopes to take it to entire PNB for further discussion.

Responses from NFC members to GMs and ED

martin: open up to questions and exchange

roberts: spirit vs letter. understands concerns echoed by mgmt. would have opposed motions in which PNB directs GM or business mgr. this happened because we were going thru difficult evaluation process, divided board. there were distrustful members on the PNB at that time. on the other hand, release of salary info, which constitutes 52% of our income. it would be derelict of PNB not to understand how we spend on salary.

Re Inter-station transfers -- the concern was that affluent stations supported others without discussion. need to ensure PNB understands what is going on.

Re overages/variances: NFC gets report. need to understand how far off course we are. need to monitor this. it may be that the threshhold for a note is too low. Is providing a note for these variances a significant hardship for GMs?

Re MEMSYS: concern about leaking membership, donor fatigue. We rely on numbers from CFO. would like to know stuff like how many members are being retained. assumed that GMs got a monthly report that would allow them to monitor members. members = money. Arbitron is not the same. this will help us with strategic planning. Are there problems with this?

Re salaries and headcount: last year we went through this - a compromise was reached. PNB got all salaries, w/o names. received assurances that people would become consultants. need this because as CFO salaries are getting out of hand. Often largest variances are in the salary line. need to know who we are employing. treasurers should have exact salaries; LSBs get it within 3000K range. They need salary info to approve a budget, salary is major component. There is a concern that board members will say "XX is overpaid." But that is not the goal here. request for hours worked may be a little too much. working for a public company like Pacifica one cannot expect the salary is private.

Last year everyone upheld confidentiality. why are you afraid they won't this year?

Martin: would like to hear from NFC members before going into discussion.

Adelson: listened to talk By Bev harris -- keeps running into the "why do you want to know, don't you trust us?" proper accounting is what builds trust and prevents things from going awry.

need to look at overall model of how network is staffed. EG, KPFK staffing rose sinces fund drive was better than expected. to want to know this is not an indication of mistrust.

Found ED's metion of seven categories of membership puzzling. (to bradley) what is your understanding of what is being requested in terms of membership data?

bradley: a relatively simple thing, the # of members, the problem here is the tracking of volunteers. need functional database that tracks that.

adelson: OK, were you under the impression that we were asking for anything else? heard that we were asking for names, individual amounts, etc. Not so. we are just asking for how many members there are and in aggregate their contributions.

bradley: had heard that you wanted how many new, how many renewed, where they come from, etc.

adelson: where did you hear this?

bradley: on this call.

coughlin: compiling # of members on a monthly basis is very complicated, given that there are seven different categories of membership. to do all that work is impossible.

adelson: what we asked for was the number of active members.

coughlin: may be a reasonable request. but we have a whole new set of bylaws. trying to match up systems based on different model. our systems are not built arounad a membership model. need to transfer this. hard to pop out final number.

(end of hour 1)

adelson: the original interest was how many subscribers do we have. volunteers were added after. foundation runs on volunteer work. has no issue with taking time to develop system to track volunteers. But # of subscribers is something that has always been tracked. If you don't know, don't understand how situation could be managed. I have an issue with tabling the entirety of the request.

my understanding is that CFO represents management. We worked on these motions from august (trasfers) or october ( others). Q -- were you all in communication via Lonnie re these motions? feels distrust running the other way.

coughlin: go back to email traffic. requested in December that these issues be stopped and "agendized" felt no proper particiaptaion from staff. asked for hold on these motions at that time.

adelson: there was one meeting re notice, that was postponed. tried to make meetings when Lonnie could come. Also, re Georgia's statement re having to produce this info while she had deadlines. we had agreed that info would be provided as soon as it was available. if you had asked us to wait two more weeks, we would have waited two more weeks.

re business manager -- we get reports from national, not always in a timely fashion. CFO is busy too. my understanding is that stations are to submit income info to national office by a certain date. Our motion says that this info goes to LSB finance cte at that same time. doesn't care if it comes form business manager or whatever.

in general, wants better communication with management. they can be cc'd on our correspondence. we can meet regularly. also can be communication on local level

re salary info in PNB motions-- positions have been moved around, eg national HR director, new technology position, etc. PNB needs to know overall staffing plan and wants to know rationale for changes from staffing plan.

Bediako: suggest that we take each item separately, let managers, NFC speak to it. may be more efficient.

martin: good idea. are there major policy issues from NFC. adelson and roberts have covered a lot of ground already.

heffley: the packet recieved tuesday. several memos one says ED places moratorium on financial requests. issues and concerns for ED and CFO. "AS ED and CFO we also positively disassociate and disavow ourselves from the December PNB resolutions. All station general managers join in the disavowal. We believe they are adverse to the best interests of the Pacifica foundation." in summary "we disavow oursleves from the board motions because 1) legal advice has not been followed or obtained, 2) privacy rights may be at risk, 3) confidentiality safeguards are not in place, 4) due diligence has not been conducted, 5) accountabilities are blurred, 6) micromanagement is not sanctioned in the bylaws, 7) the requests are onerous."

hicks: Point of order -- these materials are confidential.

martin: overruled -- too late.

heffley: disavow = refuse to acknowledge or associate with . has trouble with the tone of these memos from mgmt. tone indicates that management is speaking down to PNB, will never provide info. directors have fiduciary responsibilities and are license holders. doesn't know how we can move forward if that is management's attitude toward the board.

williams: supports what heffley said. re finance motions -- we are offering a financial management model -- review actuals vs budget. requested info supports this model. at KPFA -- business mgr would do actuals v budget, then treasurer could review and prepare report. motions would support putting this model in place for the foundation. could help GMs. to spin them into something else is puzzling.

would like to know what memo the GMs were given re their obligations for 3/4. our info was that lonnie would discuss this with you all, also questions re timeliness of Lonnie's response to request for info on variances in national office, bonuses. we have no problem with bonuses. our responsibility is that all employees are paid in a fair manner. the reason for our reaction to the bonus thing is that we didn't know. it has the appearance of not really a bonus, but buying alliances. all are interested in having competitive salaries at Pacifica.

our interest is to help with management of station. re interdivision transfers, we saw a lot of movement of funds from KPFA. we want your station to be more effective.

Tattersall: agree with inter uint transfers. motion #2,we are wrestling with question of what is the budget, line items should be compared to budget but also forecast. Has idea for format for variance explanations so they will not be burdensome. re fundraising info, monthly requirement may be onerous, perhaps could get it quarterly perhaps. active membership, could do it quarterly. monthly reports of preliminaary info from business manager may mean people look at info twice. also prefer that financial reports go to treasurers. headcount motion is biggest bone of contention. good idea to track FTEs, but need benchmark. need budgeted targets for FTEs. monthly info about salaries could create information overload.

martin: general observations. NFC point is disclosure of info -- so we can help managers prioritize budget, develop a strategic plan. so we can be a help to management. To Dan and Lonnie -- we have talked about donor fatigue -- you guys have liability and lawsuit fatigue. a lot of your reactions seem defensive because of historical past. supports confidentiality agreement to keep national office comfortable. we don't need to be too gun shy about providing information.

heard a lot of consensus - that requests were not unreasonable, but timing is an issue. hear from NFC that we want to help. want to take Bediako suggestion to go through motions one by one.

PIchback: major issue for managers is frequency of issuing reports. e.g., membership. it does not fluctuate that much monthly. no reason it cannot be provided quarterly. has to ask how will NFC have time to process it all. other question is how is should be given to NFC.

coughlin: concern re length of call. could we refer to GMs and NFC members to work out resolution to thses issues?

martin: if NFC has no objection to forming a subcommittee to get language agreeable to all that would be good or could do it on this call.

roberts: agrees that info is necessary, but frequency could be a problem. need to streamline info so it is usable. don't want to overburden GMs. wants to know from management if there is any item they have a problem with providing at all.

hicks: problem started up front of the process. solution is to planning meeting together. have no knowledge of what you all talk about.

martin: is there any one of these seven motions you can't live with at all.

hicks: #7 (headcount) is a problem.

martin: question is whether to go thru indiv motions right now, or to create a working group that will handle it.

coughlin: one real issue is liability issue. need legal opinion on how to handle info requests. need to take appropriate safeguards esp w/ factionalization network. wants to follow legal opiniion.

roberts: (to ED) do you consider how many people we employ and what we pay them to be confidential information?

coughlin: doesn't matter what I think -- matters what attorney says. re public campaigns of defamation.

martin: as liablility lawyer, request that we set aside liability issue. issue is how we handle vetting of resolutions.

gatewood: support tattersall comments in entirety. could we make a motion to endorse the spirit of what she said. #1, 2 no problem, # 3, 5 prefer quarterly, #6 don't want half-baked report, #7 has some concerns. could get a task force to provide substitute language for PNB for april meeting.

also wants to remove inappropriate chains of authority.

makes MOTION that a task force be established to take this job on.

seconded by hicks.

heffley: fine with re-examining these motions. but at the moment the reesoltuions are to be followed. so far we got one month of head count, some of the memsys data. wants to make sure that motions are to be followed. is opposed to a moratorium. asks ED and CFO if they are calling for a moratorium til June.

Pinchback: developing these protocols w/o input from station managers is also usurping some process here. we are trying to put this in a mode that everyone can agree on.

georgia: what possible solutions -- we are not opposed ot providing info. but we are busy. let's get away from legal issues. MEMSYS report we get from development dept. if you can use that, that is great. if you need more, then....??? ... re headcount and salaries every hour that someone works is difficult. tracking volunteers is difficult -- we have no system set up. if you are willing to work with us to help in these areas. we can provide queaterly reports called for in bylaws.

(44:28 of hour two)

williams: headcount -- i believe there is a report managers send to national office. this is basically what we are looking for. shouldn't take extra work by GMs.

hicks: payroll data comes from stations. we don't generate it.

williams: but you recieve it and summarize it to send out to make checks. do you not receive a payroll report from each station?

hicks: must get info from station, then vet it to make sure it's accurate, that's another job.

williams: are you saying the payroll info sent out bimonthly is not accurate?

hicks: i'mn saying it's one thing to deal with things quarterly, reconcile vacation time. systems need to be built all along the way. it's not just the data. need to check that it's right. building a new system to ensure accuracys. involves payroll, memsys, etc...

williams: i'm not talking about building a coordiated system -- i'm talking about a report you have right now -- do you receive a report from each station from which you consolidate a report to send to -- you contract out preparation of paychecks right?

hicks: yes

williams: so the report is at the national office -- we are not asking for anything you don't have. looking for something similar to what we got in the packet.

We want this to compare to monthly income statement -- because there are large variances in salaries. this info is availiable at the national office. don't understand why this would be onerous to GMs.

adelson: oppose motion -- we have a diversity of opinion. we don't yet have consensus. appreciate that this is on the public record. don't have an issue with getting stuff quarterly as long as data are broken out monthly. want to understand what goes on in budget lines, how decisions get made.

also wonder about how accounting systems work. when revisions happen, why do they happen? want to deal with the issue now. anything the subcommittee did we would have to revisit anyway.

roberts: we can't decide these motions, since they are PNB motions. now we can work to present to present to PNB alterations we want to make.

adelson: why don't we just do it here? as Baruti suggested.

martin: MOTION that there be a joint NFC-managment task force to draft a subsititue for existing 7 finance resolutions for presentation to PNB in april

roll call:
adelson N
bediako n
heffley n
mcfall n
roberts y
tattersall abstain
gatewood y
wiliams n
hicks y

motion fails 5-3

coughlin: has to get to off the call

martin: desire to build a consensus. to coughlin -- i am a liablity lawyer -- we can work together on that issue -- to make you comfortable.

roberts: ???? we won't get to this on this call. what are going to do on this call?

martin: let's follow bediako plan, go motion by motion.

pichback: has to attend another meeting now.

coughlin: it's friday evening -- has to go. no disrespect of course.

martin: if management is not on the call, it's a problem.

adelson: MOTION that we have another meeting with management and go down the list. but not 3/18, it must be a special meeting. propose 3/21 3 pm EST

heffley: are all resolutions halted till this meeting?

martin: not part of the motion

no objection.

Martin : here we had policy discussions. so we will move straight to the seven resolutions and specifics on 3/21.

ADJOURN

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