Pacifica National Board Special Meeting Notes
These meeting notes are not official minutes.
Official PNB minutes posted at pacifica.org
Meeting via teleconfernce
Dave Adelson, Teresa Allen, Henry Cooper, Marty Durlin, Sonali Kolhatkar, Ray Laforest,, Miguel Maldonado, Roger Manning, Kalonji T. Olusagun, Sarv Randhawa, Mark Roberts, Julie Rodriguez, Gerald Sanders, Wendy Schroell, Zarinah Shakir, Alice Shields, Carol Spooner, William Walker, Donna Jo Warren,
Directors not present: Samuel Kiteka, Ambrose Lane, Vicki Santa
Also present: Executive Director Dan Coughlin (ED) and Lonnie Hicks (CFO)
Meeting held via teleconference. Convened by Chair Mary Durlin, minutes taken by secretary Roger Manning. Webcast and archived at kpftx.org
8:10 pm Eastern time Quorum present. Chair Durlin convenes meeting.
Chair goes over agenda.
2. WBAI Mediation. Chair will present RFP responses from mediators,
Durlin has been working on finding mediators. Now 2 choices. GM and LSB chair will make the choice. Now need to determine where the funding will come from. One prop is 3k for the approved 12 hours, the other is 20k for a more ambitious/thorough agenda. Manning - asks ED and CFO opinion. CFO 20k costly. ED - asks NYC directors what the WBAI LSB says etc. Allen - (Janet Mackenreny - Sp?) do we have person currently on payroll that does this? ED - yes, NYC directors - Manning things are getting worse, not sure if it will help, but something is needed. Laforest - hasn't been formally discussed, but hasn't heard any objections, Shields - haven't been able to discuss such important issues at WBAI due to disruptive meetings, Manning - remember that mediation was first requested GM. Adelson - does Durlin think it will really help? Durlin - yes. Roberts - governance expenses etc are high this year, need to be responsible
MOTION by Roberts that PNB directs ED to instruct the current salaried Pacifica mediator to go to WBAI to investigate and propose a plan and report back without within the month [not seconded]
Chair asks ED to elaborate on person available.
ED - not really a person on regular Pacifica staff person. There are different people used for different cases. Roberts - a person on salary? ED - more on a consultant basis Roberts - are they on salarly? ED- yes. Roberts - why use them? ED - not suitable (doesn't want to discuss here) Shields - knows the background. Randhawa - what about the role of the board/staff relations cmte? Manning - the first mtg discussed role of BSC and code of conduct. Spooner - both proposed mediators are saying that 12 hours aren't really enough, though one came up with a 12 hour plan regardless
MOTION by Spooner that 10k be authorized for the WBAI Mediation
(Discussion cont.) Hicks - GM and LSB chair need to lay groundwork as part of an effective process. Schorrell - doesn’t have faith in mediation, but it's worse to do nothing. Adelson - needs be a prognosis phase. Would also be good to get some buy-in from other station. Allen - KPFT spent 5k on mediation - WBAI should contribute at least that much. Olusagun - feels that there is a strong racial component to the problems at WBAI , we should work that out. Roberts - elections cycle is the major factor - may be a waste before elections
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]
(Discussion continues) Laforest - has worked on building relations with people that he's differed with. Manning - Roberts is right, the elections are root right nowWalker - staff has responsibility to deal with a lot of this, the board comes in later
Point of order by Spooner clarifying proper voting on amendments and main motions.
Vote on amendment
MOTION to amend by Adelson that upon completion of 12 hours of mediation work to request a progress report including a prognosis
question called with no objection
MOTION to amend by Roberts upon completion 12 hours to simply receive a progress report form the mediator
Vote on Roberts amendment
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.
Vote on main motion:
October PNB meeting. ED - yes. Roberts - …local station bugets involved ED - yes. The restructuring of nation that's being discussed would not have impact on local bugets, they wouldn't change. Roberts - PNB priorities included archives - need this information very soon - in order to decide in time.
MOTION by Adelson to hold a special PNB on September 13, 2004 at 5pm Pacific time.
PASSES without objection
4. Consideration of FY05 issues
Roberts - Finance committee recommending an audit (5-10k in Nov) inter division transfers. Spooner - difficult to discuss FY05 issues without more of a description, more details of what we're buying. The budget is essentially a program that we're buy. Wants a written operational plan from the ED to accompany what is currently just numbers. The Station managers do have this information, so it is doable. Durlin - asks if referring to national operations etc? A: yes (?) Roberts - we could get this info and discuss on September 13. Sanders - concerned matter of the budget, has been unable to understand this buget. Shields - supports get a written operation plan to - is it possible by September 13? ED - can it be handled at FC mtg on Friday? Adelson - would like to make motion on audit inter divisional transfers. Roberts - the PNB doesn't always get to hear from LSBs , the FC is good for this because includes the LSB treasurers. Asks the PNB to trust the FC. Supports the FC working a lot of this out in time for 9/13. Walker - somewhat difficult to plan financially at KPFA not having a business manager, supports more
input from all people.
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
Point of information by Shields - ask ED if this is feasible? ED - yes, but there is a lot of information out there already. Would like to first discuss with finance cmte on Friday to - a lot of demands being put on national office - would already be putting together a similar report for October PNB meeting. Cooper - supports motion. PNB needs a clear picture. Randhawa - supports a broad narrative, may be too much to cover all the many numbers. PNB should rely more on FC. Spooner - didn't want every line item covered, but a basic operational plan - which is much easier to read and absorb for the average board member. The board doesn't necessarily need to pulled into the minutia - essentially the plan and what it cost. Roberts - the question is how the proceed.
Vote on Shields motion
MOTION by Adelson that the National Finance Committee make a presentation of inter unit transfers for the October 2004 PNB meeting, and that there be an audit of inter unit transfers above central services, and that the PNB not delay passing the FY05 budget pending this audit.
Rodriguez - against. Sanders - board needs not to be passive on the budget - any digging deeper is good. Roberts - FC is working very hard already, doesn't support PNB imposing this on FC which is doing much more work than other PNB committees. Urges more trust for the FC. Adelson - the concern is that isn't a clear policy on inter- unit transfer mid year when adjustments need to be made. There needs to be a policy what ever it ends up being.
MOTION to divide the question
PASSES without objection
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.
Vote on part 1:
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.
Vote on part 2:
Adelson - other directors indicated non interest
ELECTED without objection
Chair - specific names will not be mentioned.
Walker - refers to July memo to PNB. Concerned that a LSB member of the GM selection committee has violated committee confidentiality agreement in 7 instances. There is a LSB resolution that persons should be removed the committee and the person is rufusing to step down. Another issue is that a staff member is being defamed on a bay area website - a personnel dispute was put on a public website - puts foundation at risk.
Point of order by - Spooner that must be cautious to discuss defamation in public meeting..
Point of information - go into exec session?
Point of order by Manning - that exec session during a special PNB meeting needs to be noticed in advance
Issue of staff complaints regarding treatment of staff by members of the LSB. The staff is getting clear direction from the board, subcommittees being formed that add to staff/board function confusion
The KPFA LSB needs some guidance from PNB on GM search process and for the ED to comment on the legal responsibility of search committee members.
Pacifica needs to approach the issue of mediation systematically rather than focusing narrowly - station to station and short term.
Shields - supports idea of systematic approach, perhaps using people already on payroll. Spooner - yes,
iPNB should of budgeted for a systematic approach considering the new form of governance. Would like the PNB to let the KPFA LSB deal with issue of GM search comte at upcoming Sat. mtg, if not resolved, then can come back to PNB. Sander - there is a political difference at KPFA as how to move forward. There is a part of the KPFA staff that is very resistant to change. There has been misrepresentation and confusion at meetings. It's a partisan issue. Adelson - had wanted to ask ED what was being done about GM search cmte issue. Randhawa - feels that the problem is that the board and staff roles are properly understood. PNB has received requests and have been silent. PNB must give LSBs some guidelines, has been failing its responsibilities.
Secertary leaves call at 11:01pm eastern. Adelson resumes minutes.
MOTION by Randhawa That the Governance committee within 2 weeks hold a meeting in executive session to develop guidelines on LSB members misconduct, where those are charged by station management, and how to deal with it.
Adelson - y
PASSES 7 yes, 2 no
Vote on main motion:
Adelson - y
PASSES 9 yes
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.
Adelson - n
PASSES 8, 4 yes [Chair votes yes to create 2/3 majority to end debate]
Adelson - n
FAILS 3 yes, 7 no
Adelson - n
FAILS 4 yes, 6 no
7. Consideration of two resolutions proposed by Dave Adelson
MOTION by Adelson: Whereas the Pacifica Bylaws specify oversight responsibilities for local boards and the National Boards as follows:
- 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.
Adelson - y
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