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ADOPTED AT PNB REGULAR MEETING, BERKELEY CA, MARCH 12 - 14, 2004 1) Regarding formation of the PNB Finance Committee (Article 8, Section 3E of the bylaws): Adopted at the Sunday, March 14, PNB Regular Meeting, Berkeley CA: Motion by Shields that "Shall include" is limiting and that this committee includes only the CFO, a director from each station and the LSB treasurers as specifically stated in the bylaws. yes 12, no 5 2) Resolutions forming ad-hoc committees (see minutes)

ADOPTED AT PNB SPECIAL MEETING VIA TELECONFERENCE APRIL 28, 2004 3) Regarding establishing a procedure for information request by board members: Adopted at 4-28-04 Special meeting of the PNB via teleconference: Motion by Spooner to adopt Adelson proposal in order to handle information requests until the June 2004 PNB meeting. 10 yes, 8 no, 1 abstain. Adelson Proposal: 1 - Proposed communication policy for Directors: Resolved: That the Coordinating Committee shall meet biweekly, by telephone conference call, to coordinate Directors' and other requests made during the preceding two weeks. That any Director(s) in need of documents or information from Foundation Management personnel shall inform their local representative to the Coordinating Committee in writing via email. That three days prior to the biweekly Coordinating Committee meeting, each Coordinating Committee member will aggregate all requests received in the preceding two weeks from their local signal area Directors, and will post these to the entire PNB. The Chair of the Coordinating Committee shall assemble an agenda such that all items received are considered by the Coordinating Committee during its meeting, and shall post that agenda, along with all requests received, to the PNB at least 24 hours in advance of the Coordinating Committee meeting. All portions of the agenda that do not relate to confidential matters shall also be posted publicly at that time. In the event that some items involve confidential matters, the agenda shall include a portion that shall be held in closed session. The biweekly meeting of the Coordinating Committee shall be held via telephone conference call and in compliance with all meeting requirements regarding public access. During its biweekly meeting, the Coordinating Committee will determine a timeframe for response to each request, and will establish who will be responsible for responding to the request. In general, it is expected that requests of information to be provided by management personnel will be assigned to the Executive Director to delegate to other personnel as appropriate. In the event that the timeframe set by the Coordinating Committee for response to a request is unacceptable to the Director(s) making the request, the Director(s) may directly make the request of the Executive Director, specifying the timeframe in which the documentation is needed, and copying the PNB with the request via email. If the Executive Director believes that the information request falls within the narrowly restricted range of requests which may legally be denied, s/he must submit the request to the Foundation counsel to provide an opinion on whether the information request may legally be denied. Foundation counsel shall speak with the requesting director concerning the request prior to providing his/her opinion. If Foundation counsel indicates that the request may not be denied, the Executive Director shall make arrangements with the requesting Director(s) to provide access to the needed documentation, copying the PNB with these communications. If Foundation counsel indicates that grounds exist for denying the request, then any further consideration of whether to meet the request must come before the full PNB at a regular or special meeting of the Board. All decisions of the Coordinating Committee are subject to review and approval or reversal by the PNB. At each regular meeting of the PNB, the Coordinating Committee report shall include a listing of all requests considered, including the dates on which they were considered, the dates agreed to for fulfillment of requests, and the actual dates of fulfillment of requests. Upon adoption, this policy shall be communicated to all Directors, Delegates, management personnel, and staff. 2 - Proposed communication policy for Local Station Boards: Information requests from Local Station Boards shall be made to either local station management or to the Executive Director or CFO, as appropriate. These requests shall come via the LSB chair or the relevant LSB Committee or Subcommittee Chair, and shall be approved by the LSB or the relevant Committee or Subcommittee prior to being made. Such requests shall also be communicated to the local National Coordinating Committee representative in writing via email, to be included for informational purposes in the list of information requests made of management personnel. The list of such requests shall be reported during the biweekly Coordinating Committee conference call. In the event the information is not provided in a timely manner, or in the event of a difference of opinion between management and the LSB, Committee, or Subcommittee about the appropriateness of the request, the manager and/or the Chair of the LSB, Committee, or Sub-committee shall submit the request in writing via email to the local National Coordinating Committee representative. During its biweekly meeting, the Coordinating Committee will determine a timeframe for response to each request, and will establish who will be responsible for responding to the request. At each regular meeting of the PNB, the Coordinating Committee report shall include a listing of all requests considered, including the dates on which they were considered, the dates agreed to for fulfillment of requests, and the actual dates of fulfillment of requests.

ADOPTED AT PNB COORDINATING COMMITTEE TELECONFERENCE MAY 18, 2004 4) Regarding making PNB minutes available to the public in a more timely manner: Adopted at the PNB Coordinating Committee meeting via teleconference 5-18-04 Teresa Allen moved: Be it Resolved that PNB Secretary shall listen to the tapes, circulate draft minutes to the PNB for 10 days for review, make corrections and list on www.pacifica.org as "Draft Subject to Final Approval". Passed unanimously. 5) Regarding counting ballots from committee elections: Adopted at the 5-18-04 PNB Coordinating Committee meeting via teleconference: Carol Spooner moved: Be it resolved that each LSB appoint someone who will learn IRV and STV process; those people will count ballots at LSB and national committee member and officer elections. Passed unanimously.

MOTIONS PASSED AT PNB MEETING IN HOUSTON JUNE 4 - 6, 2004 [resolutions 6 - 23 ] 6) Regarding scrivener's error in the Pacifica Bylaws: MOTION by Manning: Be it resolved: That in order to correct the scrivener's error in the Pacifica Bylaws in ARTICLE EIGHT OTHER COMMITTEES OF THE BOARD OF DIRECTORS, SECTION 5. MEETINGS AND ACTIONS OF COMMITTEES as reported by the Pacifica legal council, the following: "Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 of these Bylaws with such changes in the context of those sections as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined by resolution of the Board as well as the committee. " Shall be changed to read: "Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 6 of these Bylaws with such changes in the context of those sections as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined by resolution of the Board as well as the committee. " And that published copies of the bylaws on the Pacifica websites and elsewhere be updated. PASSES without objection 7) Right of Directors to inspect Foundation records: MOTION by Roberts as amended: In recognition of the absolute right of Directors to inspect Foundation records, as outlined in the by-laws, and with full acknowledgment of the fiduciary obligations of Directors to the Foundation, the Pacifica National Board hereby affirms the access privileges of Directors to all records, including, head-count, and salary information, upon request. Information marked confidential will be treated accordingly. 19 yes, 2 no PASSES 8) Right of Delegates to inspect local records: Roberts motion as amended: In recognition of the by-law requirements for Local Station Board (LSB) approval of local station budgets, and in deference to the sensitive nature of salary information, the Pacifica National Board hereby authorizes the Treasurer of each LSB to have access, as per their membership on the National Finance Committee, to all salary and head-count information for their respective local stations. However, when preparing a salary and head-count report for their local finance committees and the Local Station Board, the Treasurer SHALL NOT disclose the exact salary figures for any employees, but rather will include a range of no more than $3000 (i.e., a salary of $31,000 will be listed as $29,500-$32,500). Names of individual employees shall not be included in any report, and all positions will be identified by title. 16 yes, 5 no PASSES 9) Schwab share transfer authorization: MOTION presented by the ED to approve that Schwab share transfer authorization should be assigned to the ED and CFO PASSES - 14 yes, none opposed 10) WBAI Bank of New York check signing authorization: MOTION presented by the ED to approve WBAI Bank of New York check signing authorization to assigned to the ED, CF0, WBAI GM and WBAI Development director Denise Hayes PASSES 18 yes, none opposed 11) Regarding notices and distribution of materials: MOTION by Cooper that the PNB Coordinating Committee take up the issue of logistics of distribution of notices and materials to be considered by directors PASSES by no objection 12) Postponing consideration of Elections Review committee recommendations: MOTION by Durlin to Table main motion of approving the 12 elections committee resolutions until 2 weeks when a special PNB meeting will be held to consider these elections recommendations. 12 yes, 8 no MOTION by Spooner that the ED and CFO provide the board a cost analysis [of the Elections Review committee proposals] 5 days prior to the special meeting 12 yes, 6 no - PASSES 13) Regarding approval of contracts: MOTION by Adelson Resolved: 1) That the PNB Governance Committee shall develop a policy regarding preview of and/or approval of contracts developed by and/or entered into by Pacifica Foundation or any of its stations/units, to be presented for Board consideration at the next regularly scheduled meeting of the Pacifica Foundation Board of Directors. 2) That in the interim period prior to the development and approval of such a policy, the Executive Director, CFO or station General Manager, as relevant, shall inform the Board of Directors of 1) the intent to develop, establish or enter into new contracts, and 2) shall provide the Board with a copy of the contract to be established or entered into not less that 14 days prior to taking action on it. Where it is not possible to provide 14 days advance, the contract shall be provided to the Board as soon as possible, accompanied by an explanation of why 14 days advance notice was not possible. Note: this policy is not intended to apply to the signing of contracts with new contractors, (e.g. the hiring of new personnel) using standard contracts of long-standing use within the Foundation, or to contracts for incidental items. 3) The mechanism of informing the Board of Directors will be the standard practice via email and writing. Adelson motion PASSES 19 yes, 2 no 14) Regarding information request policy: MOTION by Spooner to extend interim communications policy until September PNB meeting 20 yes, 1 no 15) Developing a code of conduct: MOTION by Walker refer the code of conduct issue to the Board/staff relations committee 11 yes, 8 no 16) Regarding composition of Board/Staff relations committee: SUBSTITUTE MOTION by Santa to refer the issue of the composition of Staff/Board relations committee to the Governance committee, to be discussed at it's next meeting and to bring it's recommendation to the full board at the special meeting of the full board in approximately 2 weeks. Santa motion PASSES 10 yes, 9 no 17) Editorial resolution on the situation in Haiti: MOTION by Laforest that the PNB approve resolution protesting U.S. policy relating to Haiti Resolution on Haiti with Allen amendment: Whereas the PNB is opposed to the kidnapping of the elected President of Haiti, Jean Bertrand Aristide, and the US backed and orchestrated coup, and Whereas, an independent investigation is necessary to investigate last year's shipping of 20,000 M-16 rifles to the Dominican Republic by the US military, and how these weapons got into the hands of the thugs and convicted criminals who overthrew Aristide, and Whereas, we support the bringing to justice of those who are committing violence and other atrocities against the Haitian people, including coup leaders, some of whom are purported drug dealers, convicted assassins, and mass murders, Therefore, be it resolved: That the PNB calls on the Pacifica Foundation, local affiliates, and other public radio networks to: a. Demand an investigation into the Bush Administration's role in the coup against President Aristide. b. Demand the restoration of President Aristide to the full power of his office as the democratically elected President of Haiti. c. Demand that the de facto Haitian authorities stop the threats, arrests, and persecution of union organizers, grassroots community activists and supporters of President Aristide. d. Demand an end to the deportation of Haitian refugees by the US government who are fleeing violence, including the violence of poverty, and who are bound to suffer more of the same upon their return to Haiti. Be it further resolved: That the Pacifica Foundation and its local affiliates organize discussions, on-air forums, and join with Haitian democracy activists and trade unionists in support work, with the goal of fostering a better understanding of the issues affecting the Haitian people and bolstering support for the struggle of the Haitian people for social justice and economic betterment. The Executive Director is duly instructed to formulate and distribute an editorial statement reflecting this resolution to all General Managers for airing. PASSES 10 yes, 5 no, 7 abstain 18) Re-establish the PRA committee: MOTION by Shields to reconstitute Pacifica Radio Archives committee 11 yes, 6 no Archive Committee members approved by acclamation with one director from each station: Shields, Olusagun, Kolhatkar, Spooner, Kiteka, Shields shall be convener of first meeting 19) Regarding board involvement in FSRN negotiations: MOTION by Adelson restated that Governance committee be asked to bring a motion to the next special meeting for the PNB regarding how the PNB may participate in the Free Speech Radio News (FSRN) contract negotiations 15 yes, 4 no ADOPTED IN CONFIDENTIAL EXECUTIVE SESSION June 6, 2004 20) Regarding director/delegate requests for legal advice: MOTION by Roberts: With respect to the solicitation of legal advice from attorney's retained by the Foundation, Directors and/or members of a Local Station Board must direct all inquiries through the chairs of any standing committees of the Board on which they serve, and must submit their requests, in writing, to the Coordinating Committee for processing. 15 yes, 5 no 21) Establishing Board/Staff Relations Committee: MOTION by Allen to establish a Board/Staff Relations committee to discuss issues and interactions between board and staff.(via suggestion by Hicks to form staff/board relations committee) 12 yes, 7 no 22) Regarding search for new attorney: MOTION by Warren that we authorize ED and the CFO to interview and recommend the selection of a new attorney to the board by the September meeting. PASSES 23) Board/Staff Committee will be confidential: MOTION by walker to pass Manning motion that in accordance with Article 8 , Section 2 of the bylaws, the Board/Staff relations committee shall be a confidential committee. 16 yes, 1 no

MOTIONS PASSED AT PNB TELECONFERENCE JUNE 22/July 2, 2004 [resolutions 24 - 29] 24) Postpone approval of meeting minutes until next in-person meeting: MOTION by Adelson to postpone to approve minutes of September PNB meeting PASSES with no objection 25) Elections Review Committee resolutions (12 items): ITEM 1 as amended: That the National Elections Supervisor shall have full independent authority to supervise all aspects of the elections, and to direct national and station management, as necessary, as well as the Local Elections Supervisors, to insure that fair elections are conducted in compliance with the requirements of the bylaws. PASSES 10 yes, 9 no ITEM 2 as amended: That the National Elections Supervisor shall designate a secure independent audit procedure to verify member database accuracy in compliance with the bylaws, and shall supervise the updating of the subscribers and donors lists, as well as the paid and unpaid staff lists, at each station, to ensure that the membership rolls meet the requirements of the bylaws. The Local Elections Supervisors and local station management and staff shall work under the direction of the National Elections Supervisor to ensure that the membership lists are as accurate and current as possible. In the event that the National Elections Supervisor, EC, and/or CFO have a significant conflict regarding cost or procedures, the matter will be immediately referred to the PNB. Item 2 PASSES 18 yes ITEM 3 That we request of each station that at least once a year in any year in which there is an election, no later than July 31st, the station include an official request for address correction in a regular mailing. Item 3 PASSES without objection ITEM 5 as amended: That the National and Local Elections Supervisors' contracts shall include a requirement that written reports be submitted to the National Board of Directors and Executive Director by the National Elections Supervisor and each Local Elections Supervisor at the conclusion of the elections concerning the conduct of the elections, and that they ship the ballots to the Pacifica national office for safekeeping at the conclusion of the elections. Item 5 as amended PASSES with objection. ITEM 6 as amended: That the election supervisors are directed to enforce the Fair Campaign Provisions in a timely manner, determining sanctions within a few days of infractions. When a complaint is filed, the Local Elections Supervisor should promptly notify the candidate, investigate the facts, render a decision, and notify all concerned in writing. PASSES 15 yes, 2 no ITEM 7 as amended: That the National Elections supervisor shall notify the board of directors and the local board of the station concerned by confidential memorandum of any staff or management disciplinary decisions made, consistent with the remedies described in the bylaws, as well as any difficulties encountered concerning staff or management with regard to enforcement of the fair elections provisions. PASSES 16 yes, 1 no ITEM 8 as amended: That the ballots shall be mailed to the members with identifying PIN numbers printed on them, as required by the bylaws, and that a secure list showing the PIN number assigned to each member shall be kept by the National Elections Supervisor so that ballots reported lost or missing can be voided and replaced. The list of members' PIN numbers shall be retained for a period of one year in a sealed container in the Archives and released only to Pacifica's attorneys upon the direction of the Pacifica National Board, after which it shall be destroyed. PASSES without objection ITEM 9 as amended: That the mailing of the ballots may be accompanied by a request for contributions, and any contributions received from this mailing shall be allocated by the stations to help offset the costs of the elections if not otherwise covered. PASSES 14 yes, 4 no ITEM 10: That election booklets include voluntarily-provided information about the ethnic/racial/gender identity, sexual orientation and disability status of candidates. PASSES without objection ITEM 11: That the final ballot database of the last elections, and all future elections, be made available to the public for inspection and analysis. PASSES without objection ITEM 12. That the Local and National Elections Supervisors shall develop policies, in consultation with the Executive Director and station managers, for approval by the National Board at the September Board meeting, setting forth detailed expectations of staff and management behavior with regard to the elections and setting forth disciplinary procedures that may be utilized by the elections supervisors to enforce the fair campaign provisions of the bylaws. This policy shall require staff and management to maintain a "hands-off" attitude towards the listener elections, including not mentioning the names of any candidates (or slates of candidates) except in a neutral manner as part of an election supervisor approved candidate program, and shall also prohibit any listener candidate from appearing or being mentioned on the air on any program at any station where s/he is a candidate following the close of nominations, except as part of an election supervisor approved candidate program. PASSES 10 yes, 5 no ; ITEM: Shields motion as amended [replaces rejected item 4]: RESOLUTION TO ESTABLISH NON-STAFF VOLUNTEER ELIGIBILITY FOR MEMBERSHIP: Resolved: That for purposes of establishing non-staff volunteer membership eligibility for volunteers pursuant to Article Three, Section 1.A of the Pacifica Bylaws, such eligibility shall be held by anyone who has volunteered a minimum of three (3) hours of service to any Foundation radio station, which work shall be performed under the supervision of the Foundation radio station management, including volunteer work on committees of the Local Station Board. That a volunteer coordinator will keep records for each volunteer, giving the date, time and location of the work done, and including the signature of the coordinator attesting to the work completed. These records must be made available to the Elections Supervisor and may be validated by the Elections Supervisor in determining eligibility to vote as a "listener member". PASSES 12 yes, 1 no 26) Regarding research of mediation assistance for WBAI: MOTION by Lane that Durlin, in consolation with the Executive Director, is authorized to research resources as requested by the WBAI GM for mediation assistance and supply the information to the WBAI GM and Executive Director PASSES 12 yes, 2 no 27) Reaffirming the information access rights of LSB treasurers: MOTION by Roberts that the Pacifica National Board affirms the right of the Treasurers of the LSBs, acting on behalf of the local Finance Committees, to have absolute access to all financial data, including, but not limited to, salaries, head-count, and source documents which support the budget line items. When confidential information is involved, the information will be reviewed in executive session only by the Treasurers and the LSB members of the Committee. PASSES 12 yes, 1 no 28) Regarding PNB involvement in FSRN negotiations: Motion as amended: "1) That 3 directors will be elected by STV to participate in and represent the board in negotiations with FSRN. These three negotiators within two days after any negotiating session shall prepare summary reports in writing to the board." 2) That the Executive Director will send to the board by email or FAX no later than June 24th any written proposals he has received from FSRN. 3) That the board will reconvene at an appropriate time, to consider and discuss the materials provided by the ED and to give guidance to the board representatives to the negotiations; those portions of the meeting concerning general board philosophy and policy overview concerning the FSRN negotiations will be publicly webcast; however, some portions of the meeting may be held in executive session for more detailed discussions if the board deems it advisable. In accordance with the provisions of the bylaws for closed meetings (Art. 6, Sec. 7). 4) That the final contract must be approved by majority vote of the board of directors to become effective." Motion on FSRN negotiation PASSES 11 yes Nominations are opened for the 3 seats on the FSRN negotiating group: Sanders, Adelson, Lane, Schorell are nominated. Notice to absent board members with opportunity to nominate with be sent by the chair. -- JUNE 22 MEETING RECONVENES Friday, July 02, 2004 -- 29) Regarding formation of Board/Staff Relations Committee: MOTION by Spooner to refer the issue of Board/Staff Relations group composition back to Governance Committee. PASSES without objection

MOTIONS PASSED AT PNB TELECONFERENCE JULY 16, 2004 [resolutions 30 - 35] 30) Scheduling more regular PNB meetings: Motion by Spooner as amended regarding establishing additional PNB meetings. Resolved: That the PNB hold regular meetings once a month between quarterly meetings at the five station areas, and that they take place via teleconference every second Monday at 5 pm Pacific Time. PASSES without objection 31) Change Date of September PNB in-person meeting: Motion by Spooner as amended to change date of September PNB in-person meeting in Washington. Resolved: That the PNB change the date of its regular September meeting from September 23-26 to October 1-3, 2004. PASSES without objection 32) Election of Walker to Technology committee: Motion by Adelson to fill vacancy on Technology Committee. Resolved: That William Walker be a member of the PNB Technology Committee to replace Sarv who resigned. PASSES without objection 33) Extend FSRN ballot period: MOTION by Laforest to extend FSRN ballot deadline to Weds, July 21 PASSES 15 yes, 2 no 34) Authorize chair to research mediators for WBAI: MOTION by Roberts that the PNB authorize the chair to get estimates from not less than 3 potential mediators for up to 12 hours work at WBAI and report back to the PNB at the July 26th meeting. PASSES 15 yes, 2 no ADOPTED IN CONFIDENTIAL EXECUTIVE SESSION July 16, 2004 35) A motion authorizing a mediator to process documents received from former Pacifica attorney and to assist board in examining claims made by the attorney.

MOTIONS PASSED AT PNB TELECONFERENCE JULY 26, 2004 [resolutions 36 - 40] 36) Regarding violence at WBAI and within Pacifica: MOTION by Spooner as amended that the PNB: Is unalterably opposed to any physical violence from any quarter for any reason any Pacifica meeting or event; authorizes mediation to occur at WBAI with a mediator that the GM and LSB Chair agree upon; will be emailed a copy of safety policy composed by the ED and WBAI GM at least 3 hours prior to the July 27, 2004 WBAI LSB meeting; and directs the ED be to be sure that the safety plan is implemented. PASSES 12yes MOTION by Roberts that the resolution shall be read by the LSB chair at the beginning of the LSB meeting PASSES with objection Adelson Motion as amended: MOTION by Adelson that the ED will arrange for the July 27 WBAI LSB meeting to be video taped and that the PNB will be provided with the video. In addition the PNB will review any video that anyone wishes to submit. PASSES 13yes, no 3 37) Governance Committee recommendation for the composition of Board/Staff Relations Committee Resolved that: (1) that the Board/staff relations committee shall consist of the ED, CFO and the 5 station General managers, and 1 director from each station area plus an affiliate director if one wants to serve, (2) that the director reps from the five station areas shall be chosen by the directors from each station area drawing names from a hat among the directors from that station area who are interested in serving on the committee; (3) that the director reps from each station area shall rotate quarterly among those directors who want to serve on the committee, who shall be chosen by drawing names from a hat, as above, (4) that there shall be no quarterly rotation of reps required from a station area if none of the 4 directors from that station area wants to make a change in the committee representation from that station area PASSES 15 yes, 1 no Chair takes recommendations on how to proceed in forming committee. Spooner suggests that a director in each areas conducts hat draw. Durlin will be affiliate director and convener. No objection 38) Deadline and budget for Executive Review Committee: Resolved: that the Executive Review Committee complete the evaluation of the ED by the October PNB meeting, using one of the three professional evaluators the Executive Review Committee has found, at an amount not exceeding $10,000. PASSES 10 yes, 4 no 39) Regarding illegality of holding regular PNB meetings via teleconference: Point of order by Manning that upcoming scheduled monthly regular meetings may need to be held as special meetings due to requirement in bylaws concerning regular meetings and teleconferences. Several directors state that this isn't the case. The matter will be discussed at the next Coordinating committee meeting.

ADOPTED IN EXECUTIVE SESSION PNB TELECONFERENCE August 21, 2004 40) A motion putting off any Executive review decisions until the Executive Review Committee completes it's work and reports at the October 2004 PNB meeting.

MOTIONS PASSED AT PNB TELECONFERENCE August 23, 2004 [resolutions 41 - 48] 41) Authorization of funds for WBAI mediator: Main Motion Restated: MOTION to amend by substitution by Roberts to authorize up to 10K of which 5k would come from WBAI for the WBAI mediation [up to 5k from national]. Upon completion of 12 hours of mediation work to receive a progress report form the mediator. PASSES 14 yes 42) Scheduling of Special PNB meeting: MOTION by Adelson to hold a special PNB on September 13, 2004 at 5pm Pacific time. PASSES without objection 43) Directing ED to produce written operation plan explaining budget items: MOTION by Shields that the PNB direct the ED to compile a written operation plan tying it to numbers in the FYO5 budget for the September 13 special meeting. PASSES 10 yes, 4 no 44) Regarding audit of inter-unit transfers: Divided motion: MOTION by Adelson part 1: that the National Finance Committee develop a policy for unbudgeted inter unit transfers and to brought before the PNB for approval at the October 2004 PNB meeting. PASSES yes 6, no 4 MOTION by Adelson part 2: That the PNB request that in the next audit that the auditor audit inter-unit transfers beyond those for central services since 1/1/02, and that the PNB not delay passing the FY05 budget pending this audit. PASSES 9 yes, 1 no 45) Adelson elected to Finance Committee: Elect David Adelson to National Finance Committee. Adelson - other eligible directors indicated non interest ELECTED without objection 46) Refer development of policy on LSB misconduct to Governance Committee: Amended main motion: To refer to the governance committee the development of policies regarding misconduct by LSB members, for the Governance Committee to present their recommendation at the October 2004 board meeting. PASSES 9 yes 47) Regarding GM hiring process at KPFA: MOTION by Walker That the GM hiring process at KPFA be placed on hold until a ruling comes back from the Pacifica National Board in regard to the specific breaches of confidentiality in the KPFA GM hiring process. FAILS 3 yes, 7 no 48) Regarding distribution of policy memoranda: MOTION by Adelson: Whereas the Pacifica Bylaws specify oversight responsibilities for local boards and the National Boards as follows: Article 5 Section E of the Pacifica Bylaws Specific Powers and Duties Overseeing the conduct, management and control of the Foundation's affairs and activities, including the monitoring of the activities and actions of its radio stations and national staff consistent with applicable law and regulations, the Articles of Incorporation and these Bylaws; Article 7 Section 3 Specific Powers and Duties - To review and approve that station's budget and make quarterly reports to the Foundation's Board of Directors regarding the station's budget, actual income and expenditures. - To prepare an annual written evaluation of the station's General Manager. - To prepare an annual written evaluation of the station's Program Director. - To assist in station fundraising activities. - To work with station management to ensure that station programming fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station, and that station policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming. - To actively reach out to underrepresented communities to help the station serve a diversity of all races, creeds, colors and nations, classes, genders and sexual orientations, and ages and to help build collaborative relations with organizations working for similar purposes. -To perform community needs assessments, or see to it that separate "Community Advisory Committees" are formed to do so. - To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace. And Whereas in order to fulfill these responsibilities the National and Local Boards need to be aware of policies and their implementation, Therefore, let it be Resolved that: For informational purposes, that all memoranda from station or foundation management to station or foundation personnel or volunteers concerning station or foundation policy/policies be cc'd to the appropriate Local Station Board(s). In the case of national policy, the memoranda shall be copied to all PNB and LSB members. PASSES without objection.

MOTIONS PASSED AT PNB TELECONFERENCE September 13, 2004 [resolutions 49 - 54] 49) Regarding Pacifica Radio Archives funding: MOTION by Adelson that the Finance Committee submit 2 contingency plans, one with the existing Archives funding mechanism and one using the fixed percent of central services and that the Archives Committee present a report on the rationale of each approach. PASSES 14 yes, 0 no 50) Regarding board training funding: MOTION by Kiteka to refer the matter line item in the FYO5 to budget $25,000 for board training/consultants to the Finance committee. PASSES 7 yes, 5 no 51) Table motion information access: MOTION to table Shields motion regarding absolute right of Directors indefinitely. PASSES 11-2 [MOTION by Shields that the PNB reaffirms the right of directors to information as directed in the Pacifica bylaws ARTICLE TWELVE, SECTION 3. "Every Director, or his or her designated agent, shall have the absolute right at any reasonable time to inspect and copy all of the Foundation's books, records and documents of every kind and to inspect the physical properties of the Foundation. " That the PNB informs the network of this.] 52) Regarding management review: MOTION by Spooner that The PNB recommends that the ED and the GM and PD and LSB chair at WBAI and Management Review committee sit down and work out problems on how to proceed with Management Review Spooner Motion PASSES 10-2 53) Acknowledging departing director Santa: MOTION by Adelson to thank Vicki Santa for her service and wish her well PASSES w/o objection 54) Regarding executive review: MOTION by Adelson to add the 5 GMs, CFO and Archives Director to ED Review Process and that the data be aggregated separately and presented at the October board meeting PASSES 8 yes 2no 1 abstention

MOTIONS PASSED AT PNB MEETING IN D.C. October 1-3, 2004 [resolutions 55 - 84] 55) 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 56) Regarding Radio for Peace International: 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 shortwave radio. A contract with RFPI will be established before conducting the national day of fundraising. PASSES 16 yes 57) Regarding Archives budget line: 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, 58) Regarding vacant seat on FSRN negotiating committee: MOTION: Next highest vote getter in original committee election, Adelson, elected by proclamation to fill vacant seat on the FSRN contract negotiating committee of the PNB. 59) Regarding mailing of ballots: MOTION by Shields that the ballot mailing be delayed until the candidate statements are ready to be mailed with the ballots PASSES 14 yes, 1 no, 2 abstain 60) Regarding American with Disabilities Act compliance: 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. PASSES 17 yes 61) Regarding WBAI budget: 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. PASSES 14 yes, 2 no, 2 abstain [WBAI Budget Proposal #3 includes $171k in cuts from WBAI management original proposed budget, but no cuts in labor] 62) Regarding hiring of a national program director: 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. PASSES 18 yes, 1 abstention 63) Regarding committee member absences: 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 64) Bylaws convention: 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 65) Regarding budget line item for legal: 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. PASSES 18 yes 66) Refer back to committee - ethics committee proposal: MOTION by Spooner that 3rd Governance committee resolution presented during the Saturday session be sent back to the Governance committee 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.] 67) Authorize FSRN negotiating group to work on RFPI: 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 68) Refer to committee - delegate replacement: MOTION by Roberts to refer Oluguson motion to governance committee Motion to refer 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.] 69) Refer to committee - loan proposal: MOTION by Manning to refer the Lane motion to the national finance committee and LSB finance committees for comments. 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.] 70) Resolution on fair elections coverage: 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. PASSES 13 yes, 1 no 71) Regarding Race and Nationality Policy: MOTION by Adelson to divide the Olusagun motion PASSES without objection [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.] 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 72) Regarding Race and Nationality Policy: 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 73) Bringing LSB chairs to PNB meeting: 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 74) Set date of January 2005 PNB meeting: 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 75) Planning for January 2005 PNB meeting: 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. PASSES 18 76) Set date of next PNB teleconference: Chair confirms next special PNB meeting: Next PNB Special meeting (via teleconference) Monday October 25, 5:00pm Pacific time 77) Regarding unbudgeted inter-unit transfers: MOTION by Adelson regarding unbudgeted inter-unit 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, and 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 78) Regarding micropower broadcasting: 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, and, Whereas, the resulting licensing rules were deeply flawed and in many ways hostile to access to unused FM bandwidth by low-power broadcasters, and 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. PASSES 14 yes, 4 abstain 79) Regardng WBAI LSB mailing to staff: 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. PASSES 10 yes, 7 no 80) Acknowledging D.C. Radio Co-op: MOTION to amend Olusagun motion by Manning that the PNB acknowledges the great value of the D.C. Radio Co-op PASSES 15 yes 81) Regarding D.C. Radio Co-op: MOTION by to amend the amendment by Adelson: and to refer the Olusagun motion to the WPFW LSB PASSES 16 yes, 1 no [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.] MOTIONS PASSED IN EXECUTIVE SESSION October 1-3, 2004: 82) New attorney search: MOTION by Spooner that board refer to the Coordinating Committee further work and discussion in vetting a new attorneys for Pacifica PASSES with out objection 83) Enter Executive Review report into the record: MOTION by Spooner that Executive Review Committee report be entered into the record PASSES without objection 84) Establish a Special Personnel Committee: MOTION by Roberts as amended: Pursuant to the bylaws and the recommendations of the Executive Review Committee and Dr. John Vogelsang, we hereby resolve to appoint a Special Personnel Committee consisting of one PNB member from each station selected via STV to form specific performance objectives and suggest terms and conditions for the Executive Director and report back to the PNB by 11-1-04, to be followed by recommendations general evaluation policies throughout Pacifica. PASSES 8 yes, 6 no Results of Special Personnel Committee election: Shields for WBAI, Walker for KPFA, Roberts of WPFW, Schroell for KPFT, Kolhatkar - KPFK MOTIONS PASSED AT PNB TELECONFERENCE October 25, 2004 [resolutions 85 - 92] 85) Approval of minutes: MOTION by Lane to approve minutes for the 9-13-04 PNB teleconference and Oct 1-3 D.C PNB meeting. PASSES without objection. 86) Elect WPFW replacement of Special Personnel Committee: MOTION by Adelson to elect a director from WPFW as alternate to serve on the Special Personnel Committee to fill vacancy created by resignation of Roberts. PASSES without objection. Nominations - Shields nominates Olusagun. Lane and Shakir nominated but decline. Only candidate Olusagun elected by proclamation without objection. 87) Regarding board training documents: MOTION by Shields "Resolved that: The PNB Governance Committee compile a list of documents needed for a Board Manual for the new board and work with the national office to insure that all national board members receive a Board Manual to the January 2005 PNB meeting." PASSES 11 yes 88) Regarding Union agreements and the bylaws: MOTION by Shields as amended "Resolved that: Neither Pacifica nor any Pacifica radio station shall enter into any contract or collective bargaining agreement that does any of the following: (1) attempts to interfere with or restrict the right or ability of the Local Station Boards to screen and select a pool of candidates from which the station General Manager and Program Director shall be hired (Bylaws Article 7, Sections 3.B and 3.E), or (2) attempts to interfere with or restrict the right or ability of the Local Station Board to conduct written evaluations of the Station General Manager and Program Director (Bylaws Article 7, Sections 3.C and 3.F), or (3) attempts to interfere with or restrict the rights of the Foundation members -- including union and collective bargaining unit members -- under Bylaws Article 12, including the rights of members to the membership address list for purposes reasonably related to their interests as members or to require the Foundation to provide an alternative means of communication with the membership, or (4) attempts to restrict the ability or right of the Board of Directors or Local Station Board to carry out their duties and responsibilities under the bylaws as the Board of Directors deems fit and proper." PASSES 7, 4 89) Regarding management review related information requests: MOTION by Kolhatkar as amended: The PNB instructs the ED to consult with an attorney to develop language that protects the foundation to the maximum extent possible while being consistent with the intent of the following motion, and to present this in writing to the PNB by the Nov 8, 2004 PNB meeting. Whereas the LSB is charged with evaluating their GM and PD, Whereas the PNB understands the sensitivity of information contained within past evaluations of a GM and PD, Be it resolved that: The PNB authorizes the Executive Director to comply with all information requests filed as per the Pacifica Communications Policy, by LSB management evaluation committees, including past evaluations, with the condition that only elected members of the LSB view sensitive information, after having signed confidentiality agreements. PASSES with objection. 90) Prioritizing Race and Nationality on upcoming agenda: MOTION by Manning to continue this agenda item of the Discussion on Race and Nationality Policy by adding it to the agenda, earlier in the order, for the upcoming Nov 22, 2004 PNB Special meeting. PASSES without objection 91) Regarding recruitment of board training facilitator: MOTION by Spooner to appoint Durlin as point person for researching a facilitator for the board training for the January 2005 PNB meeting. PASSES without objection

ADOPTED IN EXECUTIVE SESSION PNB TELECONFERENCE November 8 and 15, 2004 92) ED performance objectives and job description: Performance objectives and a job description for the Pacifica Executive Director were presented by the Special Personnel Committee, refined by amendments from the board and approved. [Lengthy documents not included here]

MOTIONS PASSED AT PNB TELECONFERENCE November 22, 2004 [resolutions 93 - 98] 93) Approval of minutes: MOTION by Lane to approve the minutes for Executive sessions: 4-28-04, 8-21-04, 10-1-04 and 10-25-04 Special PNB meeting. PASSES 15 yes, 2 abstain 94) Regarding new voices in Pacifica programming: MOTION by Adelson as amended: to refer to the Programming Committee the following motion with the addition that the Programming Committee will consider integrating these policies into national programming when it develops: Whereas, the mission of Pacifica requires it to "provide outlets for the creative skills and energies of the community," And Whereas, a consistent stream of new, fresh voices and perspectives in Pacifica's broadcasting will maintain a vibrancy in programming, insure an ongoing connection to the variety of communities served by the station, and strengthen and extend Pacifica's service to the community, Therefore, be it resolved: 1) That it become Pacifica Programming Policy that a minimum of 5% of all weekly airtime be devoted to new voices/programmers, ie. people who have not previously regularly hosted or co-hosted a radio program. Programming featuring new programmers as co-hosts with experienced programmers shall be counted as half an hour per hour of programming toward the 5% goal. 2) That programming featuring new voices will be distributed reasonably evenly across day parts (morning, afternoon, evening, overnight), across the week, and across program type (i.e. public affairs, music, health/spirituality, science/technology). 3) That each station program director will be responsible for providing the PNB Programming Committee with a summary indicating how these new voices will be worked into the existing program schedule by the March meeting of the PNB. This plan shall be developed in collaboration with the station Program Council and shall be reviewed by the LSB Program Oversight Committee (or its equivalent) and the Committee of Inclusion. 4) That a listing of all programming featuring new voices (including the date and time of airing) shall be kept by the station, and provided quarterly to the Program Council, the LSB Program Oversight Committee, and the Committee of Inclusion. PASSES 15 yes, 1 no, 1 abstain 95) Including national staff in January PNB meeting board training: MOTION by Randhawa to include Archives and Affiliates Directors in the board orientation/training at the PNB meeting in LA in January 2005 PASSES 11 yes, 4 abstain [Regarding Pacifica Race and Nationality Policy - resolutions present by Olusagun] MOTION by Adelson to amend by substitution that the PNB to instruct the ED to implement item 7 of the Race and nationality resolution and report on progress at the next PNB meeting. Item 7: National programming on external issues. Given the particular urgency of racism and xenophobia in this country today, the national office will facilitate the creation of a racially/nationally diverse collective of producers from various community radio stations to develop ongoing nationally broadcast programs aimed at promoting education and dialogue on: 1) issues of race and nationality and their intersection with class and gender, both nationally and internationally; and 2) empowerment efforts/campaigns by communities fighting these and related forms of oppression. This may include national airing of extraordinary local radio programs. PASSES without objection 96) Refer to committee: MOTION by Cooper that the other Olusagun Race and Nationality motions be referred to the next joint meeting of the Committees of Inclusion - no objection ADOPTED IN EXECUTIVE SESSION November 22 [reconvened 11/29], 2004 97) Regarding kpftx: A resolution to approve a honorarium to kpftx to thank them for the volunteer streaming and recording of PNB full and committee meetings this past year. 98) A resolution addressing a grievance by a staff member. (confidential) MOTION PASSED AT PNB TELECONFERENCE December 7, 2004 99) Regarding 2004 PNB term: MOTION by Carol Spooner, seconded by Ambrose Lane: Resolved that: The term of the current station representative PNB directors shall expire with the seating of the PNB in January 2005, per the "Transition Election" provisions of Article Five, Section 6, of the Bylaws, which reads, in pertinent part, as follows: "[...] The term of these Station Representative Directors shall expire upon the election and seating of their successors in January 2005."

MOTIONS PASSED AT PNB TELECONFERENCE December 20, 2004 [resolutions 100 - 104] 100) Approval of minutes: MOTION by Spooner to approve meeting minutes from 7-16-04 (executive session), 11-22-04, 11-22-29-04 (executive session), 12-7-04 PASSES 7 yes, 7 abstain 101) Finance Committee resolutions: 5 Finance Committee resolutions presented by Adelson Item 1) Policy on Inter-unit transfers Resolved that: a) The National Finance Committee shall be notified of all unbudgeted interdivision transfers of funds, of the reason for the transfer, and of the repayment or reimbursement schedule, if any is applicable; b) That any unbudgeted interdivision transfer of funds in excess of $5,000 shall require approval by the National Finance Committee; and that any unbudgeted interdivision transfer of funds in excess of $20,000 shall require approval by the PNB. In the event of an emergency where it is not possible to gain NFC or PNB approval in advance of the transfer, the NFC or PNB shall be notified by email prior to the transfer, and the transfer shall be presented to the NFC or PNB for subsequent ratification after the fact. PASSES 11 yes, 3 no Item 2) as amended - Resolved that: Monthly expense line items that are 10% or $10,000 (not including amounts under $1000), whichever is lesser, over budget for the month shall be explained in written notes that accompany the monthly income statements. the GMs will making the notes for each unit and the CFO make the notes for the national unit. Item 2 PASSES without objection Item 3) Policy on reporting of fundraising information Resolved that: The National Finance Committee shall receive the monthly MEMSYS on-air fundraising report showing the number of days for each fund drive, the total amount pledged, the total amount of fulfilled pledges, and the fulfillment rate, for each station fund drive for the previous 5 quarters, and the LSB Finance Committees shall receive such monthly reports for their respective station. PASSES 9 yes, 6 no Item 4) Recommendation for policy development re: financial reserves: The NFC recommends that policies be developed concerning the accumulation and use of station reserves for purposes other than operating expenses, including but not limited to, reserves for capital projects, equipment purchases, severance obligations. Item 4 PASSES without objection Item 5) as amended - Resolved that: The National Finance Committee will receive a monthly report from the GM of each station of the number of active members (persons who have contributed $25 or more or who have volunteered 3 hours or more during the previous 12 months). Item 5 as amended PASSES without objection Item 6) Policy on monthly reporting of financial information to LSB Finance Committees Resolved that: That the Station General Managers shall provide monthly preliminary station financial reports (Income Statements) to their respective Local Finance Committees when they close their books each month at the time they transmit their information to the national finance office. PASSES 8 yes, 4 no 7) Policy on monthly reporting of headcount and salary expenditures Members of the National Finance Committee will be provided by their local business manager with monthly headcount reports that show the names of all individuals paid by the station that month, including their positions, hours worked and amounts paid, including all individuals whose earnings are reported on either W-2 and 1099 forms. A similar monthly report will be provided ti the NFC by the National Office. This information shall be restricted to the members of the National Finance Committee and shall be discussed in executive session only. PASSES 7 yes, 6 no 102) Resolve to revisit NFC resolutions [above]: MOTION by Randhawa as amended that the PNB revisit the NFC resolutions in June and that the PNB solicit feedback from the GMs and business managers before implementing any new related policies PASSES 11 yes, 1 no 103) Regarding January 2005 PNB meeting: MOTION by Spooner to approved tentative schedule as outlined by chair and authorized chair to continue planning in conjunction with national office, C.O.I. and KPFK area people. PASSES without objection ADOPTED IN EXECUTIVE SESSION December 20, 2004 104) Set next teleconference: MOTION by Spooner as amended that the PNB schedule a special meeting to complete consideration of the proposals of the Special Personnel committee and approve minutes of previous meetings on Jan 6 2005, 5pm Pacific time Spooner motion as amended passes without objection

MOTIONS PASSED AT PNB TELECONFERENCE January 6, 2005 104) MOTION by Spooner to approve PNB minutes of 11-8-15-04 Executive session, 12-20-04, and 12-20-04 Executive session teleconference meetings. Approved without objection ADOPTED IN EXECUTIVE SESSION January 6, 2005 105) Regarding the work of the Special Personnel Committee: MOTION by Schroell to approve the revised the version of the ED Job Description presented on 12-20-04 PASSES 7 yes, 3 no MOTION by Spooner as amended to approve ED Performance Objectives Monitoring Procedure with the first paragraph to be replaced with "The PNB members of the Coordinating Committee will carry out the monitoring of the ED's performance." PASSES 11 yes MOTION by Spooner as amended that Chair pro-tem Lane send the approved ED Job Description, Performance Objectives and Monitoring Procedure to current and incoming PNB and ED PASSES without objection Compiled by Roger Manning, Pacifica Secretary 2004

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