Audio Archive at www.kpftx.org

- Written by Roger Manning, wbai.net editor

Meeting via teleconfernce

SPECIAL MEETING December 20, 2004

Directors present:
Dave Adelson, Teresa Allen, Marty Durlin, Sonali Kolhatkar, Ray Laforest, Ambrose I. Lane, Sr., Miguel Maldonado, Roger Manning, Kalonji T. Olusagun, Sarv Randhawa, Julie Rodriguez, Gerald Sanders, Wendy Schroell, Alice Shields, Carol Spooner, William Walker, Donna Jo Warren
Directors not present: Henry Cooper, Samuel Kiteka, Zarinah Shakir
Also present as officers of the Pacifica Foundation: Dan Coughlin -Executive Director(ED) and Lonnie Hicks - Chief Financial Officer (CFO)

Meeting convened by PNB Chair, Marty Durlin.
Minutes take by PNB Secretary Roger Manning
The public segment of the meeting was webcast by www.kpftx.org

+++++++++++

AGENDA:

1) Approval of previous meeting minutes (10 min)
2) Governance Committee report and possible resolutions (20 min)
3) Finance Committee report and possible resolutions (20 min)
4) Pacifica Code of Conduct (20 min)
5) Discussion and planning of January 2005 PNB meeting (30 min)
---
6) Executive Session to discuss legal and personnel issues (40 min)

++++++++++++++++++++++++++++++

8:10pm Eastern time Quorum present. Chair Durlin convenes meeting.

Chair goes over agenda.

MOTION by Shields to approve agenda

Brief Discussion.

MOTION by Shields to strike item 4
PASSES without objection
Agenda as amended approved without objection
PASSES without objection

1) Approval of previous meeting 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
Brief discussion - some directors have not had enough time to review draft minutes.

Point of order by Randhawa that people not speak out of turn
Vote to approve minutes:
Adelson - a
Allen - y
Cooper -
Durlin -
Kiteka -
Kolhatkar - a
Laforest - a
Lane - a
Maldonado - y
Manning - y
Olusagun - a
Randhawa - a
Rodriguez - a
Sanders -
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker - a
Warren - y

PASSES 7 yes, 7 abstain

3) Finance Committee report and possible resolutions
Adelson reports. Has emailed a report and motions to the PNB. First issue is electing a WPFW director
to the Finance Committee

MOTION by Lane to table the Finance Report

Adelson - n
Allen - n
Cooper -
Durlin -
Kiteka -
Kolhatkar - n
Laforest - n
Lane - y
Maldonado - n
Manning - n
Olusagun - y
Randhawa - y
Rodriguez - y
Sanders -
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker -
Warren - n

FAILS 4 yes, 10 no

Nominations for WPFW director

Shields nominates Olusugun - declines. Schroell nominates Lane - declines. Lane nominates Mark Roberts - discussion as to his status on the board (Roberts had resigned). Discussion regarding replacing missing WPFW delegate.
Chair moves agenda.

Adelson reads 5 Finance Committee resolutions [see below]:

MOTION by Shields to adopt the above resolutions
MOTION by Allen to divide
Question called by Spooner
Point of order by Adelson question not necessary on divide

Vote on whether to divide the Adelson motion:
Adelson - y
Allen - y
Cooper -
Durlin -
Kiteka -
Kolhatkar - n
Laforest - y
Lane - y
Maldonado - n
Manning - n
Olusagun - y
Randhawa - y
Rodriguez - y
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker -
Warren -

PASSES 8 yes, 7 no (chair votes yes to break tie)
Chair will take 2 speakers for and 2 against for each resolution.

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.

Discussion. Adelson - there has not been a reporting procedure for these transfers which is not responsible. Hicks - the problem is whether notification is enough, doesn't address approval. Leaves out LSBs and others. Resolution needs work. Bad to have the national finance committee having approval Allen - would like to refine via CFO advice. Spooner - supports. The treasurers represent the LSBs

Vote on item one Inter-unit transfers

Adelson - y
Allen - y
Cooper -
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - n
Maldonado - y
Manning - y
Olusagun - n
Randhawa - n
Rodriguez - y
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker - a
Warren - y

PASSES 11 yes, 3 no

Item 2) Policy on review of budgets by the NFC
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.

Discussion. Randhawa - concerned that its too much info. Adelson - is for the NFC. CFO - is concerned with who is responsible for the notes - supports having the GM making the notes. Supports that the LSBs keep track. The monthly notes be presented to the LSB treasurer

MOTION to amend by Laforest (suggested by CFO) that the GMs will making the notes for each unit and the CFO make the notes for the national unit.

(supplied by the gm and the business manger that supply the monthly income statements)
Discussion. Spooner - amendment not necessary - management would decide how to make notes

Question called by Schorell - no objection

Vote on Laforest amendment

Adelson - y
Allen - y
Cooper -
Durlin -
Kiteka -
Kolhatkar - y
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Rodriguez - y
Sanders -
Schroell - n
Shakir -
Shields - n
Spooner - y
Walker - y
Warren -n

PASSES 11 yes, 3 no
MOTION to amend by Schroell if the GMS and business managers do not supply the reports, then the CFO is responsible.

Discussion.
Withdrawn without objection
Item 2 Restated:

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.

Discussion. CFO - this is an information request that should go through the CC. Not sure that all of this data is the purview of the FC . Supports that the LSB finance committees receive this information and be responsible for communicating to the NFC. Concerned with who will be responsible for report. Spooner - the resolution is adequate and is within the purview of the FC - would help the NFC keep on top of things. Memsys reports aren't so hard to generate. Laforest - is that it that easy? Adelson - is not an information request. Hicks - not so quick to produce data - there were problems with elections etc. Has to be determined who will produced the reports. Allen - would like to see CFO offer improving language

Point of order by Spooner - we agreed to speak 2 pro and 2 con

Vote on Item 3:
Adelson -y
Allen - y
Cooper -
Durlin -
Kiteka -
Kolhatkar - y
Laforest - n
Lane -n
Maldonado -y
Manning - y
Olusagun - n
Randhawa - n
Rodriguez - n
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker - n
Warren -

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.
Discussion. CFO supports. Laforest - reserves beyond the required reserves? Adelson - yes. Policies needed. Allen -

PASSES without objection

Item 5) Policy on reporting of active membership
Resolved that:
The National Finance Committee receive a monthly report from 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).
Discussion. CFO - isn't volunteer info only collected around election time? Who handles active membership. There may by a more appropriate committee for this. Supports that each year review which the committee gets this info. Shields - the GM determines who collects this info. Spooner - getting a backbone of information for the finance committee to help with a proper overview. Randhawa - against - national is trying to do too much - inefficient

MOTION to amend Item 5 by Adelson to insert "the GM."
Item 5 Restated:

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.

MOTION to amend by Walker supports changing "monthly" to "quarterly"

Discussion. Walker - the stations currently sends monthly data to the NFC. LSB would get same information. Rodriguez - don't the treasurers already deliver the info. CFO - the reports that would be useful are actually be generated by national. Laforest - concerned with GM work load.
Pojnt of info by manning to CFO - would having national send the reports instead of the GMs work? CFO - yes. Spooner - actually, no that's not what's being asked for. There is a delay for the nationally generated reports - the intent is to get more direct results. Rodirguez - also concerned with workload.

Vote on Walker amendment:
Adelson -
Allen - a
Cooper -
Durlin -
Kiteka -
Kolhatkar -
Laforest - a
Lane -y
Maldonado -
Manning - n
Olusagun - y
Randhawa - y
Rodriguez - y
Sanders - n
Schroell - n
Shakir -
Shields - n
Spooner - n
Walker - y
Warren -

FAILS 5 yes, 6 no (chair vote no)

Vote on Item 6:
Adelson - y
Allen - y
Cooper -
Durlin -
Kiteka -
Kolhatkar - y
Laforest - n
Lane - y
Maldonado -
Manning - y
Olusagun - n
Randhawa - n
Rodriguez - n
Sanders -
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker - a
Warren -

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.
Discussion. CFO - against. needs more discussion. Kolhatkar - Supports. More transparency on these issues has been needed. Laforest - against - is overly broad and is not useful. Personnel information is sensitive. Spooner - supports. Restricting the information to the NFC as confidential protects everyone. This is information that has been needed in order to have proper oversight.

Vote on Item 7:
Adelson - y
Allen - a
Cooper -
Durlin -
Kiteka -
Kolhatkar - y
Laforest - n
Lane - n
Maldonado -
Manning - y
Olusagun - n
Randhawa - n
Rodriguez - n
Sanders - y
Schroell - y
Shakir -
Shields - y
Spooner - y
Walker - n
Warren -

PASSES 7 yes, 6 no
Adelson - last item from Finance Committee - to review the WBAI finances . Will be addressed at the the next Finance Committee meeting which has been scheduled for 12-28-04.
CFO - supports that these motions be re-visited at March PNB meeting.
ED has joined call. Supports financial impact statement for these motions. Staff is already very impacted by current duties.

MOTION by Randhawa that the PNB revisit the NFC resolution at the March PNB meeting.
MOTION to amend by Adelson to change the revisiting to the June meeting.

Discussion. Kolhatkar supports. Laforest against.

MOTION to amend by Rodriguez to add "and that the PNB solicit feedback from the GMs and business managers before implementing any new related policies in June"
MOTION to amend the Rodriguez amendment by adding "in June"
PASSES without objection

Discussion

Vote on Rodriguez amendment:
Adelson - y
Allen - y
Cooper -
Durlin -
Kiteka -
Kolhatkar - n
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Rodriguez - y
Sanders - n
Schroell - y
Shakir -
Shields - n
Spooner - n
Walker - a
Warren -
PASSES 9 yes, 4 no

Vote on Randhawa motion as amended:
Adelson - y
Allen - y
Cooper -
Durlin -
Kiteka -
Kolhatkar - n
Laforest - y
Lane - y
Maldonado -
Manning - y
Olusagun - y
Randhawa - y
Rodriguez - y
Sanders - y
Schroell - y
Shakir -
Shields - n
Spooner - y
Walker - a
Warren -

PASSES 11 yes, 1 no
CFO - normally there would be a clarifying intent for large body of resolutions. There should be a resolution of intent of how the information should be used - for accountability and not to run things are for the
Chair - these resolutions would not of come up if there had not been clear issues.

5) Discussion and planning of January 2005 PNB meeting (30 min)

Chair- a draft schedule is nearly ready. Has been researching board training facilitators. Cost is 2 -3k so far. Will be training around 36 people. Suggest starting training 12 noon on Thursday. PNB meeting starts noon on Friday. Monday parade. Need more information on Monday plans. Olusagun - C.O.I will be meeting
this week.

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

2) Governance Committee report and possible resolutions

Manning reports. The Governance committee is working compiling documents and materials to help inform coming PNB on board and Pacifica matters. The committee has also been working on recommendations regarding the upcoming bylaws revision process and bylaws convention planned for
Fall 2005.

11:02 pm eastern - meeting goes into executive session to discuss personnel matters
- Special Personnel Committee report and resolutions regarding the job of the Executive Director. Job description and performance objectives approved.