Pacifica Board Resolution -- passed 11/18/01

PLANS TO CREATE A TRANSITIONAL BOARD TO LEAD TO AN INTERIM BOARD

1) The current members of the PNB will all voluntarily resign.

2) As quickly as possible - hopefully by early in the week of Nov. 26, 2001 - a transitional board will be seated. This will be made up of 5 people appointed by the present board majority, 5 appointed by the board minority (formerly called the dissidents), and five to be appointed by the current LAB Chairs (one from each). The LAB appointees cannot be the LAB Chair and must have been a LAB member as of 9/30/01.

3) This Transitional Board will be mandated to:
a - Oversee the ongoing operations of the foundation
** b - Cagan Amendment: Develop a comprehensive plan for, and oversee, elections for the LABs and the timeline for these elections will be determined by the Transitional Board. (The original motion called for LAB elections along the KPFA model at all 5 stations within 6 months.)

4) The Transitional Board will address what has been identified as Hot Issues, and will need a 2/3 vote for decision making:
- Democracy Now!
- The PNN stringers strike
- Audit and Accounting process
- New Executive Director
- Hire a comptroller
- Issues related to the Outgoing Executive Director and other outgoing staff
- Establish a committee to address the WBAI issues
- Deal with/settle the lawsuits
- End the gag rule/dirty laundry rule
- Help drop the charges against people in NYC and Houston (related to protests during this struggle)

5) Limits on the powers of the Transitional Board:
- suggest restraint in terminating other employees
- suggest restraint on major contracts or other financial commitments
- there will be no executive committee
- only a chair (with limited authority) and a treasurer
- no sale or lease of any of the five stations or licenses

6) The new board will:
- broadcast national board meetings
- members of the national board will report back to listeners in their areas
- there will be public comment at the national meetings (including the possibility for call-ins)
- national meetings will be rotate amongst the five listening areas
- the board will issue a public report at least every 2 months (on air, in print)
- use the web for communication and informatin sharing
- rebuild relationships with the affiliates
- affirm that station managers are responsible for the physical space and the air at their stations

7) Once the LAB elections have been completed - and the old LABs are desolved - the new LABs will each elect one person to replace their appointments to the Transitional Board. With the new LAB people seated, the board will become an INTERIM BOARD.

8) The Interim Board will be mandated to address all governance issues, review and revise policies of the Foundation, and review and revise the Foundation's bylaws.

9) The exact timing on everything has not been spelled out, although it is hoped that it all will move as quickly as possible.

10) The Administrative Council (station managers, national program director and executive director) will give input to the Transitional Board and the Interim Board.

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MOTION TO ADOPT THIS PROPOSAL:
We, the Pacifica National Board, adopt the proposal to create a Transitional Board, leading to an Interim Board. The creation of this Transitional Board is based on the voluntary resignation of all current Board members. We agree to implement this transition as quickly as possible, this coming week is possible, and no later than Monday, November 26, 2001.

Passed Unanimously (Except for Cagan Amendment 3-b), Sunday, Nov. 19, 2001:
For:
Leslie Cagan
Tomas Moran
Pete Bramson
Rob Robinson
Bob Farrell
John Murdock
George Barnstone
James Ferguson
Bert Lee

The Cagan Amendment (3-b) passed by majority vote:
For:
Cagan
Moran
Bramson
Robinson
Farrell
Barnstone

Against:
Ferguson
Lee
(Murdock left the room for this vote)

Wendell Johns had been at the meeting earlier and agreed, but was not in the room when the vote was taken. Rabbi Kriegel was called by Rob Robinson on Sunday morning and he agreed as well. There are four other PNB members who will also need to agree: Valrie Chambers, Dick Gregory, Krishna Roy and Marion Barry.

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**The Cagan Amendment (3-b) was based upon concerns that fair LAB elections could not be held at the "colonized" stations until such time as the management &/or programming had been changed and there had been time for sufficient on-air voter education on the Pacifica Mission could take place -- and that it would take more than 6 months to make those changes and to develop an audience of voters responsive to Pacifica's mission.