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Pacifica National Board Special Meeting Notes 6-22 & 7-2-04 [this meeting was recessed and reconvened] |
These meeting notes are not official minutes. Official PNB minutes posted at pacifica.org
These are rough notes. To be refined.
Meeting via teleconfernce Directors present: Dave Adelson, Teresa Allen, Henry Cooper, Marty Durlin, Samuel Kiteka, Sonali Kolhatkar, Ray Laforest, Ambrose I. Lane Sr., Miguel Maldonado, Roger Manning, Kalonji T. Olusagun, Sarv Randhawa, Mark Roberts, Gerald Sanders, Wendy Schroell, Zarinah Shakir, Alice Shields, Carol Spooner, William Walker Directors not present: Donna Jo Warren, Julie Rodriguez,
Meeting convened by Chair Mary Durlin, minutes taken by secretary Roger Manning Meeting held via teleconference. Webcast and archived at kpftx.org 8:11 Eastern time pm Quorum present. Chair Durlin convenes meeting. AGENDA: Chair Durlin covenes meeting and reviews agenda. Point of Order by Manning agenda doesn't need to be approved? Adelson - requests that item 6 be moved to the end of the meeting. No objection to agenda as amended. 2. Approval of minutes of several recent meetings - 15 minutes
MOTION by Shields to adopt the policies that were presented by the erc 12 at the PNB meeting in Houston Point of order by Hicks that it may be better to consider the items separately Point of order by Spooner that a motion to do this would need to be made by a director. MOTION to amend by Randhawa to separate the question on the items all 12 questions Question called by Roberts on Randhawa motion - PASSES with no objection Randhawa motion - PASSES with no objection Discussion on how to proceed. Shields will read policy. 1 staff will comment, and then 2 pro and 2 con directors will speak per item.
Beginning line for the 12 Elections Committee Resolutions: Item 1: read by Shields. 1. That the National Elections Supervisor shall have full independent authority to supervise all aspects of the elections, and to direct national and station management and staff, as necessary, as well as the Local Elections Supervisors, to insure that fair elections are conducted in compliance with the requirements of the bylaws.
ED - recommends striking "national, " "station management", "staff", and "independent" MOTION to amend by Walker to accept ED's recommendation for striking the words "national" , "station management", "staff", and "independent." Not seconded. MOTION by Randhawa to amend item one to read: 1. That the National Elections Supervisor shall have full authority to supervise all aspects of the elections, and to work with 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. Shields - this violates bylaws in terms of the Election Supervisors role (reads bylaws). MOTION to extend discussion by Walker. No objection. Discussion extended by one more pro and con on Randhawa amendment Vote on Randhawa amendment:
MOTION by Shields to srtike "and staff" from item one. Discussion. ITEM 1 as amended: 1. 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. Vote on Shields motion:
Point of order by Adelson that in such a vote where the chair's vote would change the outcome, the chair needs to indicate whether or not they will vote. The chair doe not vote. Item 2 read by Shields: 2. 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. ED - this would authorize the ES to hire, fire ect . Suggest substitute "work under the direction " with "work with" MOTION by Laforest to substitute "work under the direction " with "work with" as by ED suggestion. MOTION to amend by Walker to substitute "National Elections Supervisor" with "Executive Director" Point of order by Spooner that we need to move through the amendments one at a time. Chair rules that the board will, as agreed in this meeting , vote on the original motion first, and if it fails to accept amendments. MOTION to extend discussion by one more con. No objection. Discussion continues. Point of order by Spooner that discussion should be addressing the amendment. Question called
Discussion. CFO talks about costs. MOTION by Roberts to add "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" SUBSTITUTE MOTION by Adelson that National Elections Supervisor will submit a budget for the independent audit process. Motion withdrawn. Point of order by Spooner that Allen comment is not germane to the motion. Question called:
Item 2 as amended: 2. 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. Vote on item 2 as amended:
Item 3 read by Shields: 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. ED - there has been concern locally that this may be overreaching. Brief discussion. Manning points out that this item is merely a "request." Item 3 PASSES without objection Item 4 read by Shields: 4. That the policy of the Pacifica Foundation is that any unpaid staff "bargaining unit" organization or union that is "recognized" by the station management must include all volunteer/unpaid staff who have worked at least 30 hours in the previous 3 months on the production of any radio program produced for the station. In computing unpaid staff production time, 9 hours of preparation time per person shall be computed for each hour of airtime. A paid-staff employee of the station shall be the volunteer supervisor who will create and be responsible for written assignments for each volunteer, giving the date, time and location of the work done, and including the signature of the supervisor attesting to the work completed. Where programs are produced by a collective or group of persons, the collective or group must submit a roster of persons working on each program to the station manager and the unpaid staff organization as well as the supervisor of volunteers; these records may be validated by the Elections Supervisor in determining eligibility to vote as a "listener member." ED - is illegal. We cannot dictate how bargaining units organize themselves. Spooner speaks against resolution as is and points out that the intent was to better determine who is unpaid staff. Maldonado supports because there is a serious problem with the forming of these lists, to not deal with it now is bad. Spooner reviews the bylaws regarding qualifications. Allen agrees that board shouldn't postpone this. Vote on original item 4:
Point of order by Shields requesting permission to present an alternative version of item 4. Chair rules that she may present the motion after all of the items have been addressed. Item 5 read by Shields: 5. That the National and Local Elections Supervisors' contracts shall include a requirement that written reports be submitted to the National Board of Directors 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. MOTION to amend by Randhawa to add that Executive Director will also receive the report. Discussion. Point of order by Spooner/Manning that amendments on the floor must be addressed in order. ED/CFO - this resolution is interfering with independence of National Elections Supervisor. Spooner - it's only a report, not instruction in any way. The board needs to be informed on issues with the elections. Kiteka wants to amend the amendment Point of order by Manning clarifying amendment procedure. ITEM 5 as amended:
Randhawa amendment PASSES without objection. Item 5 as amended PASSES with objection. ITEM 6 read by Shields: 6. That the election supervisors are directed to enforce the Fair Campaign Provisions in a timely manner, determining sanctions within a few days of infractions. In addition, when dealing with a serious infraction that the perpetrator knew, or should have known, was not allowed, it is better to err on the side of strictness, so as to discourage other would-be infringers. When dealing with minor or possibly inadvertent infractions, it is better to err on the side of leniency. 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. Discusion. Concerns over vagueness. MOTION to amend by Olusagun to change 6 to read:
Olusagun motion to amend PASSES with out objection Vote on ITEM 6 as amended:
ITEM 7 read by Shields:
MOTION to amend by Adelson to add "consistent with the remedies described in the bylaws" after "decisions made." Discussion. Vote on Adelson amendment to ITEM 7:
ITEM 7 as amended:
Vote on ITEM 7 as amended:
ITEM 8 read by Shields: 8. 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. To insure the secrecy of the ballot, ballots shall be returned in a double-blind system, within a sealed unmarked envelope further enclosed in a return envelope marked with an identifying PIN number; 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. ED - MOTION by Spooner to amend by striking " To insure the secrecy of the ballot, ballots shall be returned in a double-blind system, within a sealed unmarked envelope further enclosed in a return envelope marked with an identifying PIN number; " Spooner motion to amend PASSES without objection ITEM 8 as amended:
ITEM 8 as amended PASSES without objection Walker was away from the call and for the record objects to item 8 which was just passed. ITEM 9 read by Shields:
ED- against dictating local activity Discussion. MOTION to amend by Olusagun to change to "shall" to "may" Point of personal privilege by Adelson who has to leave teleconference - supports Governance committee resolutions being presented and wishes to be on the FSRN contract committee being formed. Also, Rodriguez, who is not present, wants to be the Board/Staff Relations committee. Vote on Olusagun amendment:
Olusagun amendment PASSES 10 yes, 4 no ITEM 9 as amended:
Brief Discussion. PASSES without objection
ITEM 11 read by Shields:
Discussion. PASSES without objection ITEM 12 read by Shields:
ED - suggest changing "shall" to "may" Discussion. VOTE on ITEM 12:
Point of personal privilege by Hicks: Elections policy is still missing clear-cut confirmation process, conflict of interest, budget, elected PNB member need have vetting process. Point of order by Allen - how long will this meeting last? Point of personal priveledge by Coughlin asking board to table to remaining items as the meeting has run long and he has to leave the call. Kolhatkar asks ED if there are any important pending contracts. ED says that there aren't. Discussion regarding logistics of getting to remaining business on the agenda. Chair moves agenda. MOTION by Shields to substitute for item 4:
Discussion. MOTION to amend by Manning to strike from the first sentence in the 2nd paragraph "paid-staff employee of the station shall be the", "who", and "written" MOTION to amend Manning amendment by Walker to change "supervisor" to "coordinator."
Manning MOTION to amend as amended PASSES without objection MOTION to amend Manning amendment by Spooner for second paragraph to read:
Spooner motion PASSES with out objection Manning amendment as amended by Spooner PASSES without objection Shields motion as amended:
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". Vote on Shields motion:
MOTION by Lane that Durlin, in consultation 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 Discussion. Vote on Lane motion:
Discussion. Walker - this should be ED's job. Maldonado -thinks that there is work to be done before spending on a mediator. Shields - between whom? Roberts - should wait until ED can weigh in. Spooner - something should be done sooner than later. 5. Discussion and Vote on resolution affirming the rights of Treasurers to all information distributed to the Finance Committee - 15 minutes Roberts presents a motion that the Finance Committee approved 9 yes, 1 no.
MOTION by Roberts that t When confidential information is involved, the information will be reviewed in executive session only by the Treasurers and the LSB members of the Committee. Vote on Roberts motion:
MOTION to Recess by Spooner. Withdrawn. Chair moves to item 8 on the agenda without objection.
8. Discussion and vote on recommendation from Governance Committee Motion from the Governance committee:
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 and an outline of the options he sees for Pacifica and the outcome he would like to see in the negotiations with FSRN.
3) That the board will reconvene on July 1st, 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 to amend by Lane to replace "on July 1st" in part 3 with "at an appropriate time" and remove "and an outline of the options he sees for Pacifica and the outcome he would like to see in the negotiations with FSRN." from in part 2. Vote on Lane amendment:
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."
3) That the board will reconvene at an appropiate 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). Vote on main motion as amended:
Nominations are opened for the 3 seats on the FSRN negotiating group:
MOTION to recess until July2 2004, 5pm Pacific time PASSES with out objection. Meeting recesses at 1:03am eastern
Meeting reconvenes Friday, July 02, 2004 8:07 pm eastern time. Quorum present. Directors present: Dave Adelson, Teresa Allen, Henry Cooper, Marty Durlin, Samuel Kiteka, Sonali Kolhatkar, Ray Laforest, Ambrose I. Lane Sr., Miguel Maldonado, Roger Manning, Kalonji T. Olusagun, Sarv Randhawa, Mark Roberts, Gerald Sanders, Wendy Schroell, Zarinah Shakir, Alice Shields, Carol Spooner, William Walker Directors not present: Donna Jo Warren Meeting convened by Chair Mary Durlin, minutes taken by secretary Roger Manning Meeting held via teleconference. Webcast and archived at kpftx.org Point of order by Kiteka that proper notice was not given for this special meeting as instructed in the bylaws, Article 6, Section 4 . Clarification discussion. Kiteka claims that notice wasn’t' sent out 7 days in advance and that the 5 stations have not aired the proper number of anouncements. Manning points out that today's meeting is a reconvened session of the June 22nd Special meeting which was properly noticed and that notice had been sent out for today's session as well. The 5 stations have been instructed of the requirements for on-air notifications and there is only so much the secretary can do. Shields points out that fulfillment of on-air notice is a managerial issue. Kiteka points out that the PNB is ultimately responsible. MOTION by Adelson to move the agenda
6. Motion to reconsider Haiti resolution - 15 minutes MOTION by Manning:
MOTION 2 [to be considered at the next PNB meeting]: Discussion Manning calls for the orders of the day. Motion by Kiteka to extend discussion to the end of the current stack - passes without objection. Discussion continues. Lane and Kiteka drop off call in protest. Vote on motion to rescind:
MOTION by Spooner that the PNB request that the Executive Director follow through on the Haiti resolution by seeing that an editorial be aired on the 5 stations as directed in the resolution and to report to the PNB on it's airing. Point of order by Manning that motion is out of order because the motion wasn't announced with the notice for this special meeting as is required. The chair rules the motion out of order Spooner says the this motion is related to the motion to rescind and appeals the decision of the chair. Vote to support the chair's ruling that the Spooner motion is out of order:
7. Update on FSRN negotiation by Executive Director - 15 minutes
A Joint Statement from FSRN & Pacifica 8. Discussion and vote on recommendation from Governance Committee Candidates speak of their applicable experience and brief discussion.
9. Discussion and vote on recommendation from Governance Committee Recommendation from Governance committee:
Discussion and clarification of proposal. MOTION to amend by Schroell to there be 5 directors, one from each station on the Board/Staff Relations Committee.
Santa, Roberts and Schroell motions to amend PASS without objection MOTION to amend by Shields to amend the main motion as now amended that the 5 directors from the 5 station rotate through that station's 4 directors, one per quarter MOTION to amend Shields amendment by Olusagun that the decision of rotation be determined that station's directors with the LSB chair Discussion. MOTION by Spooner to refer the issue of Board/Staff Relations group composition back to Governance Committee.
Chair will be setting another Special meeting in the next couple of weeks, possibly July 16. Motion to adjourn by Roberts - PASSES without objection Meeting adjourns 10:25pm eastern |
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