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From: Carol Spooner
Date: Thu Sep 4, 2003 1:35 am
Subject: [Corrected Draft] Minutes - 9/2/03 iPNB Special Meeting

[Corrected Draft] Minutes

Special Meeting of the Interim Pacifica Board of Directors Called for the Purpose of Setting a Time Frame for Nomination and Election of Local Station Boards

September 2, 2003 at 6 PM Eastern time by telephone conference

Eleven Directors Present constituting a quorum: Chair Leslie Cagan, Teresa Allen, George Barnstone, Marion Barry, Pete Bramson, James Ferguson, Dave Fertig, Ray Laforest, Rob Robinson, Carol Spooner, Jabari Zakiya Absent: Janice K. Bryant, Dick Gregory, Bert Lee, Charles Smith

Also present: Executive Director Dan Coughlin and Parliamentarian Dr. Eli Merchant

The Chair called the meeting to order at about 6:15 PM Eastern time. The meeting was webcast via www.kpftx.org

The following motion was made by Carol Spooner, and seconded by Pete Bramson:

"Resolved that the interim Board of Directors establishes the following nomination and election time frame for transition elections:
1) Nomination of Delegates shall open on September 10th and close on November 10th, 2003.
2) Ballots and candidates written statements shall be mailed to the members on December 9th.
3) To be counted, completed ballots must be received by the Elections Supervisor no later than December 29th.
4) The ballots shall be counted and the results certified by the Elections Supervisor no later than January 5th, 2004.
5) The newly elected Delegates for each station area shall meet to elect Foundation directors on January 10th, 2004.
6) The newly elected Pacifica directors shall be seated at the first meeting of the new national board on the weekend of January 30-Feb 1, 2004.
7) If a Local Station Board election fails to achieve a quorum of votes by the Election Close Date of December 29th, the Close Date for that station area only shall be extended for one week to January 5, 2004. The ballots shall be counted and the election results for that station area shall be certified by January 12th, and the newly elected Delegates for that station area shall meet to elect Foundation directors on January 17th, 2004."

Following discussion where several directors argued that the vote of the KPFK LAB to approve the bylaws on August 23rd was invalid because it came after what they believed was a court deadline of July 23rd for approval of "Draft B" by three LABS. Carol Spooner stated that if the motion failed, she would ask Judge Sabraw for an expedited hearing to confirm that bylaws had been properly adopted with the vote of the KPFK LAB on August 23rd, and would ask the court to set the election time frame; and Marion Barry stated that if the motion passed, he and others would ask Judge Sabraw for an expedited hearing to confirm their belief that bylaws had NOT been properly adopted with the vote of the KPFK LAB on August 23rd.

The motion failed:
5 voted Yes -- Allen, Bramson, Fertig, Spooner, and Cagan
6 voted No -- Barnstone, Barry, Ferguson, Laforest, Robinson, and Zakiya

The following motion was made by Ray Laforest, and seconded by Marion Barry:

Resolved that:
"1. The interim Pacifica National Board does not accept the August 23 vote of the KPFK LAB to ratify the election provisions of Draft B because it is our understanding that this action did not comport with Judge Sabraw's July 8 decision that, "Local advisory boards who shall convene special meetings of their respective local advisory boards not later than July 23rd to vote on Draft B as to those portions concerning the number and manner of the election of local and national boards and shall transmit to the foundation secretary the results of those votes not later than July 24th, 2003.
2. As a result, it is the understanding of this Board that no new Pacifica bylaws have yet been adopted.
3. The three-person Chicago Discussion Subcommittee (Lydia Brazon, Ray Laforest, Joe Wanzala) chosen at the Chicago meeting will continue its work to summarize the results of that meeting, and will consult via email and/or phone with the 24 participants to insure that such summary is accurate.
4. The 24 participants in the Chicago meeting will be invited (and their transportation subsidized, if needed) to participate in a portion of the Sept. 19-21 iPNB meeting in New York City dealing with bylaws.
5. At the iPNB's Sept. 19-21 NYC meeting, the Chicago participants will have a facilitated discussion to complete the process of reaching specific agreements on compromise by-laws language.
6. At that meeting, the iPNB will appoint a committee, including LAB members, to write the final bylaws language, and the attorney(s) recommended at the Chicago meeting will be invited to assist in this process.
7. The iPNB will then determine at that meeting an expeditious schedule for elections to the Local Station Boards and Pacifica National Board."

The motion was ruled out of order by the Chair because it was not germane to the purpose for which the special board meeting was called and would violate the rights of the absent board members to notice.

Following discussion, and an informal "straw poll" where all directors present except Carol Spooner indicated an interest in further discussion of how to proceed with facilitated discussion of the bylaws, the Chair agreed that she would call another special meeting for September 9th for the purpose of discussion of how to proceed with the facilitated discussions begun in Chicago, and for a vote of the board on whether or not it accepts the vote of the KPFK LAB as having constituted final adoption of the bylaws under the terms of the Settlement Agreement.

Respectfully submitted,

Carol Spooner
Secretary, Interim Pacifica Board of Directors