Pacifica National Board Special Meeting Notes
These meeting notes are not official minutes.
Official PNB minutes posted at pacifica.org
Meeting via teleconfernce
Directors not present: Miguel Maldonado, Vicki Santa, Julie Rodriguez, Zarinah Shakir, William Walker
Vicki Santa (affiliate director) has resigned from the PNB due to health issues. Zarinah Shakir telephoned the secretary to be excused from this meeting due to obligation for WPFW.
Also present: Executive Director Dan Coughlin (ED) and Lonnie Hicks (CFO)
8:20pm Eastern time Quorum present. Chair Durlin convenes meeting.
Chair goes over agenda. Moves item 5 up in the order without objection
5. October meeting planning, including discussion on when to begin and what
Chair asks if directors can get into Washington Thursday September 30 in order to start meeting early Friday morning. ED needs to investigate as to whether rooms are available, can know tomorrow morning. Discussion about events planned for that weekend. Chair asks persons from various committees what kind of time they would need during the meeting. Roberts - mentions a Thursday meet and greet. PNB should have adequate time to review budget documents. Need time for lengthy executive session for ED review and perhaps work on network wide evaluation policy. Adelson - time to discuss RPI, internet stuff - 1hr min, 2max. Programming committee: Walker - chair, Roberts - secretary. Governance - Spooner need an hour. Finance - budget half day? ED -yes. What ED would like to cover? - talk about future vision for foundation, operational matters with GM and Archives director present. Adelson - race and nationality committee for Friday session? C.O.I.s? Should each submit reports for the PNB meeting at the least. Discussion of C.O.I. logistics.
MOTION by Shields to fund travel and lodging for the LSB chairs to attend the October 1-3 PNB meeting
Discussion regarding merits and funding considerations. Adleson - will board/staff relations be issues be addressed at the D.C. PNB meeting? This would justify bringing LSB chairs. A: agenda not formed yet.
Vote on Shields motion:
MOTION by Laforest the LSB written reports include majority and other major positions of their LSB.
SUBSTITUTE MOTION by Spooner to strike Laforest language and that any LSB shall submit a written report to the PNB and that any LSB member or members that wish to submit a minority report may do so.
Vote on Spooner substitute motion:
Vote on Laforest motion:
2. FY05 Budget: Board priorities, including discussion on central services
Discussion of priorties. Shields - supports Archives regaining it's 3% form central services.
MOTION by Randhawa to table this discussion until Oct. 1 PNB meeting in D.C.
Discussion. Adelson - there won't be enough time. Supports expressing priorities now, not necessarily by resolution. Roberts - concerned about Archives item because it hasn't been discussed in the Finance cmte yet. Feels there will be time at the D. C meting. Will be a much better conversation then after the FC has done more. Spooner - Roberts approach is backwards, a good operating board needs to inform the FC what the priorities are, not the other way around. Discussion time now is important.
Vote on motion to table:
Discusion of Archives funding. ED gives background. The 3% cut of central services for the Archives was defunded before his term by the old PNB. This is a complex issue involving personnel, staffing, affiliates revenue. It's complex to put the 3% Archives item back in. Over the last few years Pacifica has been able to double the archives budget in other ways. Archives funding mechanism is now much more independent and sustainable. Better for growth. Supports Robert's point of Archives going through the finance committee. Durlin - how funded now? A: increased sales, foundation grants, on-air fundraising. Shields- 3% would be more stable. Archive director has said that he has trouble hiring needed personnel because income in unstable. Randhawa - . Lane - agrees with ED. Doesn't agree with making it 3% from projected station levy. Why are we doing this when things are good? Adelson - changing the nature of an entity's funding changes the nature of the entity, to the source is as important as the amount. But, not a simple change to make. Need the current financial data on the archives. Need to first establish archive goals etc. Roberts - we are agreed that the archives are essential. We know that 12 million is needed. 3% will not help that. Will be an ongoing project. Incentive based funding has stimulated the archives and the income has doubled. Hicks - 3% would set a bad precedent, bad to bypass procedure. Archives needs to be self sustaining. Spooner - how archives is funded is a major policy issue. Is the purpose to be self sustaining or to preserve recordings?? Ideally both. Concerned about security of PRA funding. Didn't come through in this past year. ED and CFO says Spooner accounting incomplete because there's other money coming from national. Spooner - Sending the 3% of central services levy would guarantee the needed funding. Would mean a net increase of 250k allowing them to hire an archivist and
MOTION by Roberts to refer the question of levying central services to fund the Archives to the Finance Committee
Discussion. Adelson - this policy, not for FC. Lane - need to take care of the staff around Pacifica (benefits, health care etc.)before guaranteeing archives funding.
Vote on Roberts motion to refer:
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.
Discussion of logistics.
Vote on Adelson motion:
MOTION by Spooner that the PNB request a line item in the FYO5 budget $25,000 for board training/consultants
MOTION by Kiteka to refer the matter line item in the FYO5 budget $25,000 for board training/consultants to the that Finance committee.
Roberts - supports that these funds/services be available to LSB too, needs more discussion. Allen - while this would be a line item in the budget, the PNB would have to individually approve the specific expenditures? A: yes
Vote on motion to refer
3. WBAI LSB's right to the mailing list to send out a staff survey as part
Chair gives overview - WBAI LSB Management evaluation committee had requested WBAI paid staff mailing list in order to send staff their Program Director evaluation survey and in a meeting between the then committee chair, LSB chair and director Shields; and WBAI GM and Pacifica ED, the ED denied the LSB the list. Shields - she and LSB chair, Management evaluation committee chair requested from the ED (at wbai) for the mailing list of WBAI staff.. Is requesting from the PNB to way in on the refusal of the ED for information. ED - his response is that the request should go through the established procedure [Adelson motion adopted by the PNB that info request by processed by the PNB coordinating committee]. Chair - it seemed like a straight forward request, why refused? ED - "did not refuse the request".. but referred it to the policy. Randhawa - why was the request made not made through the coordinating committee (cc)? Adelson - if this was a request locally, then it should would of gone first to the GM, then the cc if a problem. Shields - there had been no problem with the GM over the list, but then the GM said that he couldn't provide the list because the ED had instructed him not to. Where does the absolute right of the directors come in if not here? Was she refused her right by the ED?
Point of order by Hicks that we should proceed with for and against statements. Chair - there is no motion currently on the floor.
Discussion continues. Randawa - why didn't Shields go through the cc procedure? Shields - due to time considerations. Asks the board Laforest - this was handled aggressively, the LSB was confrontational, wasn't necessary. Roberts - concerned that there are provisions in the bylaws for access to membership list - should be handled locally. Kiteka - asks ED what is the currently policy as he knows it? A: request being processed through the cc, which has been working well. Kiteka - is there a time frame for this information? A: vague answer… Lane - procedure was approved by the PNB as opposed to his proposal which was more direct. Can one ask for the mailing list for the entire membership accessible? What list is not accessible? Spooner - bylaws specify that members have access the member list, possibly doing mailing for them, for foundation business. The bylaws require that the LSB evaluate management. The WBAI LSB had done the work, then was refused the mailing list. The policy now requires that this go to the cc. If not resolved, then to the PNB, but time is running out. These reviews are important. Allen - to ED: was it not understood that it was an option to have the station do the mailing for the LSB, [so as not having to turn over list directly]? A: it depends…people are very divided on this issue, so that he would be much more comfortable if we went through the full process. Is is it possible to work this out? A: yes [?] but the current WBAI Management Evaluation Committee doesn't take that view at this time? Allen - can we facilitate this? ED - has made some very positive recommendations for developing fair evaluation procedures. Houston is doing very well. Adelson - There is an agreement amongst the PNB on this. But is concerned with time constraints in this case. Supports dealing with this now. What is the deadline? What is the ED's concerns? Cooper - the ED, GM LSB chair need to get together to resolve conflicts between a director and the ED or GM. They do this in Houston. Concerned that we are hiding behind the procedure and not addressing the issue. Schroell - requesting the mailing info for the PD evaluation survey isn't actually a info request. The KPFT GM has been cooperative and understands the LSB obligations to evaluate. Only at the last minute has problem arisen - says that the ED is causing this, is telling the GM's not to cooperate. Manning - there was no problem with WBAI GM until the ED instructed him not give the list. ED - be careful with such accusations without proof. Shields - she has emails to prove this. CFO - it's complicated at WBAI because it's a political struggle. Suggests that people talk more about what the process should be. Shields - the problem/issue is not the PD evaluation survey, but legal inspection rights.
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.
Discussion. Adelson Roberts - unnecessary motion. The bylaws are clear. Roberts - This is backdoor attempt - Spooner - objects to speaking to motive - Roberts - it's a problem to
11:03pm Secretary leaves call.
MOTION to table Shields motion regarding absolute right of Directors indefinitely.
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
SUBSTITUTE MOTION by Adelson to ask the Executive Director to provide concrete way to deal with this issue of Management Review at WBAI immediately.
Vote on main motion:
MOTION to adjourn
MOTION by Adelson to thank Vicki Santa for her service and wish her well
4. ED review: question of whether to send a survey to the GMs, Archives
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
MOTION to ADJOURN by Spooner - No objection
Meeting adjourned approximately 9:03 PST/11:03CST/12:03EST
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