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D.C. DAILY REPORTS and Documents | iPNB DC meeting info
Daily notes from the iPNB meeting
on bylaws, Washington, D.C.
10-13-02


10-13-02: Sunday

Apologies for name misspellings.
Send corrections to

Directors present:
David Fertig, Carol Spooner, Teresa Allen, 
Pete Bramson, George Barnstone, Leslie Cagan, 
Robbie Robinson, Janice K Bryant, Ray LaForest, 
Jabari Zakiya, James Ferguson, Charles Smith

Not present: Bert Lee(comes in later in the day), 
Marion Barry, Dick Gregory

Meeting convenes 9:17am 

Chair Cagan thanks webcast, broadcast and tech crews 
(wbix, kpftx, kpfk)

The only agenda item for this weekends' meeting 
is bylaws revision though 
there will be an executive meeting tomorrow 
morning to deal with personnel business.

Cagan reviews bylaws process started in Houston (Sept. 20-22, 2002).
[ notes of Houston meeting ]
The goal is to go through the bylaws comparison 
grid in order
to put together the next draft. The hope is to approve a 
set of bylaws at the December iPNB meeting.

Cagan breaks down the main items:

Local board role.
National board role
Rights of members
Qualifications of board members
Elections procedures.

Bramson - What will be the procedure for public comment during
this meeting? What organizations were invited?

Cagan - LAB chairs were invited and some are here.
Non board members can give input. It's a small enough group.
There will be a presentation on Proportional Representation 
tomorrow. 
[ overview of Proportional representation ]

Spooner gives out copies of the grid.
Will review Houston straw polls

LaForest - Miguel Maldanado (WBAI LAB chair) will not be attending. Will the 
proposed Pacifica statement of principles 
(from Bob Lederer and "unity caucus" -WBAI area) be given time?

Zakiya - Has a new proposal from the WPFW subcommittee and
will present it.

Spooner - Reviews Houston straw polls

Barnstone - remembers a few other items

Cagan - asks if the iPNB generally agrees with Spooner's account
of the straw polls.
Some confusion and discussion...

iPNB agrees that the notes are accurate
8 for 2 against

Zakiya - Presents a WPFW bylaws sub-committee proposal.
which was just composed in an inspired idea session
of some of the committees' members
and offers some new, somewhat radical ideas for defining
membership and station board composition.

-Proposed that a member is anyone that wants to be one
-The LAB is composed of members
-to become a member people would apply and meet 
 membership criteria
-LAB size unlimited
-length of LAB member term is 2 years
-members vote for directors of Pacifica
-members must be on at least one subcommittee,
 and regularly attend meetings
[ many more details - see proposal]

The aim is to promote inclusion in line with California
code. (reads from code - included in proposal text) 
which states that all members can
vote for directors and changes on bylaws etc
Contributing members would have additional privileges.

Reads list of benefits of proposal. No elections needed,
brings membership into line with California code.
Increases pool of human resources for Pacifica.
Would produce better candidates for directorship
and more informed voter pool.
Similar approach used in many organizations.
Simpler, more holistic and inclusive.

Fertig - Gives clarifications of CA law. Not every member is necessarily
entitled to elect directors, while any one that votes for 
directors has to be a member.

Spooner - Confirms Fertig's analysis. 

Zakiya - The main point of the proposal is that  
the foundation is the people but people that
are involved in the governance must participate
in the foundation.

Allen - Concerned about the workability of LAB meetings
with such a large number
Zakiya - makes some clarifications

Willy Ratcliff, KPFA LAB - This meeting is getting bogged
down discussing this proposal that addresses what has
already been much addressed. Let's move!

Cagan - The iPNB members haven't necessarily had the degree of 
discussion as many others on the various bylaws revision 
subcommittees and on the internet and needs to put in this time.

Zakiya - This proposal is important because it is revolutionary
with regard to the mechanics of the LABs and inclusion
at Pacifica. Elections are not the only or best way
to promote inclusion at Pacifica.

Bryant - Can Jabari present a motion so that we can move
forward?

Zakiya - This proposal affects issues we've been discussing.
Elections wouldn't 

Jane Gatewood, WPFW bylaws subcommittee - Agrees with the need to 
move agenda. Stresses that the committee is unanimous in desire 
that the bylaws are as simple as possible and that details are put 
in various policy manuals  etc. Not exactly clear on Jabari's proposal 
(which is new) but, for the record, reads her original proposal since 
Jabari cited it as the inspiration for his motion.



Ferguson [who is from D.C.]- Hasn't  had a chance to see Zakiya proposal. 
Wants to table discussion until there's a better chance
to examine it better and move agenda.

agreed

Fertig - BTW, people from the public that come up to the mike
and speak at the meeting
are not legally required to identify themselves
if they don't want to.

Cagan - Moves agenda. Wants to start with Article 8 on the 
grid
[editor's note: the grid that the iPNB is currently
using has been slightly updated from the version 
linked to, though all the latest versions of
of the individual bylaws drafts are posted here at
wbai.net in the bylaws revision and governance
proposal sections]

Zakiya - Wants start discussion with role of national board.

Agreed to start with some basic overviews of relations between boards etc
as proposed in the 5 main bylaws drafts.

Various board members are called upon to interpret
their bylaws revision subcommittee draft's proposed
definition of the relationship between local and 
national Pacifica boards...

Robinson - Gives WPFW draft 
overview of structure and 
relationships between boards, listeners, management.
The local board important for representing and accessing the 
needs of the listeners to management and the national board/foundation.
This hasn't been happening yet.

Zakiya - Since the national board directors are legally responsible
they need to be qualified and to hold the primary responsibility
for policy etc.

Spooner - The KPFA draft 
addresses the legal responsibility
of the national board but involves the local boards in sharing the 
responsibility in the form of powers delegated to them and and a 
national board committee structure that would include local board members. 
Local boards would be considered committees of the national.
There would be national board members on the local boards. A knitting
together of the boards would foster needed communication
and lessen alienation between local and national 
producing better governance.

Bryant - How would the local board implement the powers and procedures?

Spooner - The local board would be interpreting and implementing the policies
of the foundation/station, evaluating the management (GM, PD) and giving
feedback to the national board and Executive director. The ED has the power,
but works with the boards. The local board doesn't manage, but oversees.
In the KPFA draft, if the Executive director wanted to fire the station manager 
against the wishes of the station board, the national board would
then decide.

Bryant - Wonders on the difference between managing and overseeing.

Spooner - Management paid and working full-time, local board (overseeing) 
meets once a month.

Allen - Ask about KPFA proposal's proposed number of seats on national
board.

Spooner - Explains proposed numbers and committee structures for national
board from KPFA draft">
Local is 18 - 24 , national 15 (3 from each station)

Allen - with all the committees to be formed...

Spooner - there would be station board people on
nation board committees an vise versa

Allen - further clarification of how many people on
various committees under KPFA draft

Spooner - KPFA LAB committees are open to as many
people, LAB or not want to participate in the work.

Ferguson - Ask for clarity between relationship between Executive 
director and local boards in the KPFA draft.

Spooner - The ED would work closely with all committees of the national
board, of which local boards are committees.

LaForest - Will the local board participate in the hiring and
firing of the station manager and program director? A: yes, as
a participant in the process.

Ted Wiesgal, Pacifica parliamentarian and KPFT area - Local 
committees will be important in the  future success of
Pacifica. Where is the wording in this document [? something
that's been handed out] specifically referring to local
committees?

Spooner - didn't write it and doesn't care to comment on it.

Cagan - Willie handed it out so, maybe he can talk about it.

Willy Ratcliff, KPFA LAB - Not interested in that. 
Though will comment on confusion in power sharing.
There aren't conflicts in the proposed power
sharing...something about a bottleneck at Pacifica
and need for local power...

Cagan - breaks in to refocus discussion

Jonathon Markowitz - where be some random comment
time for addressing various things said by 
iPNB members?

Cagan - when those topics arise

Curt Gray, KPFA - What provision is there
in the KPFA draft to address the lopsided representation
on the national board where stations that have 
larger subscriber bases and are financially
helping to support other stations actually have
fewer representative on the iPNB than the others...

Cagan - this is not quite on topic

Spooner - we will take that up later.

Zabari - Would the local board powers still be advisory
because hiring and firing would still essentially be with
the executive director?

Spooner - No, but the local board decisions would be subject
to approval of the national board if the executive director
disagrees.

Ron Benjamin, WPFW bylaws subcommittee- What about Corporation 
for Public Broadcasting requirement that LABs be advisory only?

Spooner - If CPB comes after us, the stations will set up an
additional board that is purely advisory.

Fertig - defers to the KPFK subcommittee for their draft
as to relationship between local and national boards
and passes on presenting from his (draft C) as theirs
is the one that they decided to present.

Raphael Renteria, KPFK bylaws subcommittee - Presents from KPFK draft.

The local board elected by the listeners.
The local board has 2 main committees:
-station administrative committee
-station programming committee
The national board has the same 2 main committees:
-national administrative committee
-national programming committee.
The program committees deal in policy and
administration.
The local station programming committee
composed of mixture of listeners and and 
board, staff. The PC have some members
elected during local board elected. PC decisions
to be approved by station board. 
A systems of checks and balance. More electoral
input. There are members of local committees
on the related national committees (programming etc)

Bernie Eisenberg, KPFK bylaws subcommittee - 3 main powers coming
to the station boards: hiring and firing of station manager (in 
consultation with gm search committee), budget and finances for
the station and programming policy. The national board 
could override with 80% vote. 

Bryant - what is the role of the executive director
in this KPFK proposal? 
The way the duties are laid out here, when will
any of the local board members have time to 
hold a full time job?? Being  a member on this 
local board would be a full time job.
[laughter]
Renteria - The local programming committee
would only be a quarterly review...

Bryant - the finance report would only be
quarterly?

Eisenberg -no... yes, it's a lot of work.
They're hoping that people coming onto 
the board will be committed enough
to handle the job.

Cagan - refocuses discussion...

Jonathon Markowitz, KPFK area - While the national board has final legal 
responsibility over programming the committees primarily
cover the process.

Zakiya - What criteria would qualify the members of the boards/committees
who have hiring and firing etc? Because Pacifica hires professionals to
manage and hire and fire.

Eisenberg, Renteria, Zakiya have some back and forth and attempts at
clarification of aspects of the 
KPFK draft...

Donna Gould, WBAI area - Wants clarification on financial 
responsibility

Leslie Radford, KPFK LAB and sub committee - Budget would
be developed by management in conjunction with station
national management.

Debbie Campbell, KPFT subcommittee - Presents on relationship
between local and national boards from the
KPFT draft.

Didn't get into much detail regarding
local board. Local Board would be primarily
advisory with much oversight by
national board.

Donna Gould, WBAI subcommittee - WBAI never produced a bylaws draft
so she reads from straw polls taken by the subcommittee regarding
local and national boards:
Local board would have responsibility with others for hiring station 
manager, programming director.

Bob Ledrerer, WBAI "Unity Caucus" - Speaks for the UC:
Supports the KPFA model's roles of boards.
Supports that ethic/racial etc makeup of staffing 
of stations reflects make up of local 
community.

Michael Pimental, KPFT area - KPFT subcommittee agreed
that LAB would have input on programming. Local board
would set up committees, would be much involved in 
station manager hiring.

Spooner - As to the KPFA draft's 
view on the 
duties of local boards, the LB would not be managing
but would be reviewing and having oversight on
budgets and programming policies that are generated by
the station staff. The national board cannot effectively
know local issues well enough to manage the local stations
as well as the local boards can.  But the national 
board, which is composed of people from the local boards,
will have oversight power to keep the stations on mission.

Cagan - [with the KPFA draft] Could the national board not
only be oversight, but also be pro-active
and hand down important policies? [like the recent
national anti-war programming] A: yes

LaForest - [with the KPFA draft] Would the executive director 
make major sweeping policy decisions alone?

Spooner - The executive director can make decisions
on their own, but they are subject to the rejection
of the national board.

Ferguson - at what level of the governance
structure  is the vision for the foundation
developed, local or national?

Spooner - we don't really want a division between
local and national so much, we want a dialogue. 
The boards are knit together in various ways
including the membership of the national board
which would be composed of members from the
local boards. Policies and vision statements
would effectively be affected by all levels.

Ferguson - where would the forum for vision
development be?

Spooner - on the national board...

Cagan - or atleast the national board
would set up that process...

Spooner - the "5 year plan" came out
of such a process...

Bernie Eisinberg, KPFK area - commends Ferguson
on bringing up vision process, which has been
lacking.
Pacifica needs a vision statement .

Ted Wiesgal, KPFT area - Is there a process
for the iPNB coming up with timely editorials?

Cagan - not yet... this is off topic
refocuses discussion.

Robinson - The basic issue at Pacifica has been the governance
structure. While the national hasn't been functioning, the local
stations have been functioning all these years. Let's not destroy
what has been working at the local stations. 
Supports clear structure and definitions for all boards and board
members.

Fertig - Largely agrees, but national board must set policy.
National board deals in policy, not management.

Zakiya - Concerned that operations outside of radio  not
being considered. 
Concerned that people aren't seeing Pacifica
more as a national entity because many things can be done more
effectively from a national level. Bylaws should be simple, just 
a framework, not too rigid. Pacifica is not a government, but
an organization for getting things done.

Cagan - Yes, but the PNB is the governing structure for Pacifica.

Cagan summarizes discussion on proposed basic roles and relationships
of national and local boards at Pacifica:

Basic areas of agreement:
That there  a difference between governance and management.
The local boards need to be about governance, not management.
There needs a simple set of bylaws with the massive amount
of policy details developed in manuals.
The buck stops at the national board level.
People want five strong stations with strong with local 
boards and listener involvement.
There also needs to be a strong national board.
Power sharing is the key  - better than "checks and
balances" which implies that one body has the power and
the other checks it.
Today, we're finally hearing bottom line areas of agreement...
Let's hang on to these areas and work out the details later.

Berisford Jones, WBAI area - Asks how much of the failure of the previous
board had to do with bylaws? Nothing says that board will follow
it's bylaws. [applause]

Spooner - The problem with the previous national board is that
the bylaws were written in such a way that there was no way
to remove the self selecting board.
The local boards used to have power in the bylaws. Over the 
years, these and other powers were removed and the national
board became self selecting and untouchable.

Leslie Radford, KPFK sub committee - Power sharing is important
but there still needs to be checks and balances.
The local stations have what been making things work and 
their methods of operating should be studied as for setting up policy.

Robinson - Yes, but there was many larger issues that the 
local stations didn't address.

Jonathon Markowitz, KPFK area - Things will happen organically on the
local level once things are set up.

Andrea Fishman, WBAI area - Likes power sharing, but this implies
that we have opposing interests and it's 
important to emphasize that we all have interest in common
with regard to Pacifica. Concerned that one the primary
resources of Pacifica - the people/listeners
aren't shut out.

Cagan - The struggle for listener involvement at Pacifica has been
won, we're now working on the process...

[murmur of disagreement in the room]

Spooner - That it's not happened this year...

Fishman- yes

Bryant - What listeners feel that they are shut out?
[Gets passionate about about what is reality
with what listeners want and who is represented...]

[back and forth getting loud at points with 
comments from Jonathon Markowitz]

Willie Ratcliff, KPFA LAB - We need to have some more respect for
each other. [applause] We need to stay focused on the important
issues for Pacifica. KPFA will not wait for things get done
here, but will forge ahead, though with the whole in mind. [applause]

Cagan - Announces that during the lunch break, the KPFK broadcast
will hold a live listener input forum

More comments...

Eve Moser, WBAI area - Supports clarifying hiring and firing
processes as has been done in the KPFA draft.
Ask for some clarifications on KPFA proposed procedures...

Spooner - The local board hires the station manager, unless
overruled by executive director or national board through a process.

Moser - Who does the station manager answer to [in the KPFA draft]?

Spooner - The local board evaluates the station manager
as the national board does with the executive board.

[A bunch of back and forth clarifying discussion about board relationships
as laid out in the KPFA draft...]

LaForest - In this model the executive director isn't really hiring anybody.

Spooner - The ED should always being working in conjunction
with various committees of boards.

Ferguson - Where does the fiduciary responsibility with the local
board lie?

Spooner - The local board is a committee of the national which is
where the fiduciary lies.

Fertig - The national is responsible.

Ferguson - Concerned

Bernie Eisenberg, KPFK - On process: The KPFK proposal isn't
being presented. Protest that basically the discussion is gravitating
to the KPFA proposal and Carol Spooner's answers.

 ______ KPFK subcommittee - Important that all the proposals
 are part of the process.
 
 ______, WBAI area -  Ask for moment of silence regarding
 the recent decision of Congress to go to war.
 
 Fertig - The opposite of silence is the proper response.
 [laughter]

Fred Nguyen, WBAI "Unity Caucus" -  Wants to clarify what Bryant
had touched on; that the issue is that people be properly
represented in the work of Pacifica.  

Cagan - comments on issue of the impending war

LaForest - Are stations airing the national board's 
peace editorial?

Cagan - will sort that out. need to update it.
Moves that we break for lunch.

Zakiya - Some more general comments. Concerned about
schedule of getting bylaws done.

Deb Shafto, KPFT LAB - Important that it's authentic
voices of the communities that will be heard on Pacifica stations, 
not a focus on being slick.
[applause]

12:45pm break


1:40pm reconvene
 
Chair Cagan - Directs the process to recommence with addressing
the role, powers and duties of the local board. Refers to ARTICLE 
EIGHT in the bylaws comparisongrid.
Start with WPFW draft suggestions.

Zakiya - Presents from the WPFW draft. 
The WPFW subcommittee supports a pragmatic approach to defining the
local board. They support using the traditional LAB advisory
type role, at least for a while.

Cagan - Calls for an opposing view as to LABS being solely
advisory

Spooner - Sites examples of many community stations around
the U.S. that successful empowered local governing boards.
Those that receive Corporation for Public Broadcasting 
money also have solely advisory boards
in order to meet the requirement by CPB that advisory boards
are a liaison to the community, but has no role in managing
the station. [ CPB rules ]
There is much required of the LABs by the local communities, 
but it is difficult to do anything, to respond when solely
advisory. Powerless local boards are useless. Local boards
are best equipped to deal with the local needs.

Errol Maitland, WBAI,X - local boards at Pacifica have not
always been powerless.

Lydia Brazon , KPFK LAB - 

Fertig - Pacifica will need to be in compliance with CPB for a while.
There needs to be an evolution of the process and there
needs by strong local governance.
His model(C)
does it with having strong representation
from local advisory boards on the national board with strong
recall. 

Barnstone - The KPFT committee didn't want empowered local boards.
Goes over KPFT draft...

Allen - KPFT LAB has evolved a lot. Local advisory only boards are
not powerless, after all they were locked of the station, so that means
they must of had some kind of power.

___ Fox, WPFW area - Asks if this is the head governing body of Pacifica?
A: yes
Instructs iPNB on how to conduct the meeting and bylaws revision
process. 

Cagan - Lets him go on his condescension only commenting that
this process has been going for 6 months already.

Ron Benjamin, WPFW bylaws subcommittee - If there a good relationship
between LAB and management, the LAB is empowered.

Sam Husseini, WPFW LAB - Talks about the fundamental 
approach and structure of governance being used at Pacifica. 
We should acknowledge that we are proceeding to work with 
a flawed corporate structure, though that may be the
best we can do for now. Maybe Pacifica should strive 
to move beyond that type of structure in the future.

Cagan - Agrees, but major change would need to come in steps.
...Supports strong local boards, but doesn't support them being
"governing" boards. KPFT, and KPFK models have
some of this structure.

Michael Pimental, KPFT area - It's very important to evolve
the relationships in Pacifica structure.

Spooner - KPFT, and KPFK models local advisory
boards shouldn't called "advisory" because they do have
actual powers. They should be called something other
than advisory. They should called "local boards"

Agreement that semantics is a large part of the issue
and that precise functions

Donna Gould, WBAI area - Agrees that it semantics and
the process should be moved to nailing down the duties
and powers of the local boards

Willie Ratcliff, KPFA LAB - There has to be some form of local power.

[ Bert Lee arrives ]

Andrea Fishman, WBAI area - Agrees with Husseini's earlier
remarks on adopting an approach than the current corporate
structure, and that a time table should be set up to do this.

Zakiya - Supports defining the subcommittees of the local 
board and defining the duties.

Spooner - moves the meeting to the grid to ARTICLE EIGHT
to proceed with defining the role of the local boards

Local board duties:
Hiring/firing station manager

People run through the drafts on the grid

Cagan - All models give the local board some role
with hiring the station managers. What is are
the differences?

Zakiya - The difference is whether the local board has
input or approval

Spooner - Agrees with Zakiya's acessment

Zakiya - Three basic methods for hiring station manager:
-LB gives recommendation to executive director, which ED 
 may disregard
-LB gives several recommendations to executive director, 
 ED must chose one
-LB gives one recommendation to executive director, if ED 
 disagrees, it goes to the national board
 
 Raphael Renteria, KPFK - offers the context that if this process
 is set up with strong local role, it's part of a structure
 that prevents top-down takeover.
 
 Robinson - The criteria and process for choosing the station
 manager need to be clearly established. Will prevent a lot
 of conflict.
 
 Jonathan Markowitz, KPFK - The local board needs have strong input
 in choosing the station manager
 
 Andrea Fishman - Process needs to be clarified.
 
 Zakiya - It will helpful to have the process go through
 the national board as the PNB would be a good resource
 in finding good quality candidates.
 
 Cagan - There is nothing here limiting the source of 
 candidates.
 Tries to move to a straw poll.
 
 Bryant - 
 
 Cagan reviews the general manager selection process options
 for the local boards...
 
Fred Nyguyen, [formerly]WBAI gm search committee- The WBAI committee
has taken 6 months to get anywhere. Supports option 2. 

Straw Polls on general manager[station manager] selection process:

-LB gives recommendation to executive director, do what you want
   [doesn't have to take recommendation]
1 for (Ferguson)

-LB gives recommendations to executive director, chose one
7 for

-LB gives one choice to executive director, if you disagree,
 it goes to the national board
4 for

Ferguson - 


[ Willie Ratcliff, KPFA LAB and other people, many from various
LABs, become very vocal about LAB and other people present 
not being included enough in today's process, particularly on this issue of
station manager selection. The iPNB seems to be ignoring the desires
of the LABs and listeners. Considerable disruption
of the meeting and a pretty bad feeling in the room. The meeting
is out of control for a bit... ]

Chair Cagan - Tries to clarify that the iPNB is trying to get a sense of the 
iPNB on the issues and to come up with a draft consolidated from 
the many drafts currently on the table to send back to the
LABs for input.

[ Bernie Eisenberg, KPFK and others continue to loudly protest 
the process of this meeting...
General disruption and confusion and back and forth... ]

Straw Poll of LAB (local advisory board)
people present:

In the interest of restoring some order,
getting the meeting back on track and giving the
LAB people  some satisfaction, Chair Cagan
takes a vote from the LAB representatives present
as to their approval of today's choice of the iPNB
of the options for the station boards'
method for the hiring of station managers.
(-LB gives recommendations to executive director, 
who chooses one)
Cagan makes it clear, that in all fairness
the vote represents the individuals opinions,
not their LABs.

LAB representative vote regarding the iPNB's choice:
2 for, 3 against

Next item: station board function in 
firing of general[station] manager

2 options [ below. becomes 3 ]...

Bob Lederer, WBAI - Neither option addresses
the executive director role in firing process

Smith - Need to talk about the executive
directors role and duties...

Spooner - Explains the process as in the KPFA model

LaForest - The firing process choices are similar to the hiring
processes.

Smith - One choice disempowers the executive director from
doing his/her job.

Spooner - With other organizations, the power rest with national
in conflicts between the local and national.

Smith - 

Zakiya - The local board has petition power regarding
ED decisions 

Bryant - Is lost on executive director role in this.

Ferguson - The ED represents the board. When a process bypasses
the ED, it bypasses the board.

Spooner - In the proposed process the board is delegating powers.

Fertig - The ED needs to retain the ability to act quickly/effectively
[without being delayed by a complex approval process].

Barnstone - Feels that they're talking about micro managing
the ED.

Chair Cagan tries to re-focus

3 choices  regarding the local board's role in firing
a station manager:

-LB can fire station manager, ED can appeal to national board
-LB can only make recommendation to ED to fire SM 
-Either ED or LB can initiate firing process,
 then both must agree to fire or it 
 goes to national board 
 (from KPFA model)

Curt Gray, KPFA LAB - It's important that the station manager
is answerable to the local board.

Jonathon Markowitz, KPFK - The national board should have the
power to remove the SM, not ED. Station board should hire.
Also agrees with Curt.

Raphael Renteria, KPFK - The KPFK draft 
is in agreement with KPFA model.
Also, there are measures aside from firing in dealing
with problems with a SM.
Who ever is responsible for firing can only be working


Staw Poll: on the local board's role in firing
a station manager

-LB can fire station manager, ED can appeal to national board
0 for
-LB can only make recommendation to ED to fire SM 
5 for
-Either ED or LB can initiate firing process,
 then both must agree to fire or it 
 goes to national board
8 for

Barnstone - confused

[ some blabbing...]

Move on to Finances

[ Proceed to Run through drafts on grid 
and some other input regarding proposed finance procedures
and do some sorting out. ]

Cagan - Ask if it's agreed that the budget process must include
discussion between local and national in developing budgets...

Ferguson - in reference to KPFA model, who prepares finance 
reports, the station manager ?

Spooner - The station manager, controller and the local board would 
report to national.

Dan Coulghlin, Pacifica executive director - understands that the 
station manager etc reports regularly and the station boards 
report monthly.

Spooner re-reads proposal from KPFA draft
for clarification of station boards role in budget activities:

(1)  to review and approve
the stationís annual budget
prior to submission to the
Board of Directors for
approval, and to make
quarterly reports to the
Board of Directors of the
stationís budget vs. actual
income and expenses;

The intent is that the local board has access to the financial
information.

More discussion, questions and sorting out...

Will the local board have veto power over a 
budget in the KPFA draft? A:no

Spooner - The intent is that budgets are submitted to local
board for input and approval, that they have a role in the
budget process.

Zakiya - If the LB is part of the part of the budget process
they will need to qualified or trained etc.

Ted Wiesman, KPFT - 

Cagan -  Presents straw poll: 
To adopt KPFA draft language 
That budgets are submitted to local
board for input and approval who provide quarterly
reports to the national board

Zakiya - Wants to amend "quarterly" to periodically
to make the job easier, more realistic.

Bert Lee - Supports specific language

Straw Poll:
To adopt KPFA draft language [ see above ]
That budgets are submitted to station
boards for input and approval. Station boards
provide quarterly
reports to the national board

Agreed unanimously


5 minute recess

Next station board duty: Needs assessment
of local listening community.

Cagan - Is there general agreement that community
needs assessment be a function of the local board
or advisory board?

Sam Husseini, WPFW LAB  - supports specific enough language
that needs assessment can't hired out.

Fred Nguyen, WBAI area - What is

Straw Poll
That community
needs assessment be a function of the local board
or advisory board

Agreed unanimously

Next item: Station board role in 
hiring station program director

Zakiya - What is the intent of having the 
station board involved in hiring the PD?

Spooner - To have the PD accountable to station 
board.

Bryant - The program director is a controversial
position. Is a against the local board having 
a say with the PD because of too many potential
conflicts of interest.

Fertig - supports PD be accountable to SB

Zakiya - With staff on station board it 
creates possible conflict of interest.
The PD needs to be autonomous.

Ted Wiesgal, KPFT - In recent hire of PD at
KPFT the station manager set up small committee.
There is now a programming committee working
well with the PD. Supports putting this structure
into the bylaws

Ryme Khathouda, WBIX, WPFW - calls attention to some proposal
that was handed out.

Spooner -  The bylaws spell out the governance structure,
not the management structure. Bylaws need to stay flexible
so that management process can change.
The intent is with the station board being part of the process
of hiring the PD so as to have some input,

Fred Nguyen - Concerned about micromanagement. The SM
should be accountable to the station board, but not the PD. 

Curt Gray, KPFA LAB - PD needs to be somewhat accountable
to the station board.

Errol Maitland, WBAI - Provides some more WBAI history.
It was good that the programming department was separate
from general manager and higher management because in the 
past, when management was going off mission, the programmers 
were able to keep
mission oriented programming on. 

Cagan - Do you support that the hiring of the PD go through
the station board?

Errol - has no problem with that, but keep
away from micro- managing the PD

Robinson - Against station board having hiring powers,
it creates adversarial positions. Pacifica needs to not
be structuring so much around governance, but mission.

Raphael Renteria, KPFK - Disagrees. Needs to be checks  and
balances. We don't want to strip the power away from the
SM or PD though. 
The programming is the mission.

Fertig - The PD needs to have a certain amount of freedom.
Feels that an accountable station manager being in charge
of keeping program director accountable is sufficient. 
It would be too much to make PD directly accountable
to the station board.

Donna Gould, WBAI - Agrees to not micromanage the PD, 
but ultimately the listeners and station board is 
responsible for protecting the mission and should
be able to fire the PD.

Willy Ratcliff, KPFA LAB - The station board is there
to set up the criteria for the program director to 
work on. The local board needs to be involved.

Spooner - Agrees with Renteria that the heart of Pacifica 
is programming. The primary duty of the national board
is insure that programming is on the mission. But the 
board is not best equipped to deal with programming
in the local areas, the local board is and should 
be involved in setting up and evaluating the the 
job and performance of the program director.

Cagan - Agrees with a lot, but not all of what's been said.
Feels that protecting the mission is the job of all
the parts of the Pacifica community.
Concerned with the local boards hiring and
firing the program director because of not knowing
who will compose the LB. Concerned with confusing the
program director as to who they report to.
Supports that station manager hires program
director with input from the station board.

Spooner - Does that mean the accountable station
manager can be fired for bad PD? A: yes

Barnstone - The iPNB is not here to micro manage,
this is madness, let's move on [laughter]

Sam Husseini, WPFW LAB - A lot of this depends on how
we define voting members.

Lydia Brazon, KPFK - The recent hiring search committees are 
empowering the community and are working.

Spooner - There have been problems with search committees.
Maybe that process doesn't work so well.
This proposal doesn't refer to search committees, but
approval of program director.
WPFW is not on mission. How do we deal this?
Perhaps we need to grandfather the WPFW LAB
til this is remedied.

Chair Cagan - Gets discussion back on topic.
Supports more talk on issues of major conflict

Brad , WBAI area - Supports a collaborative process between
the station manager and station board. Looks for different
wording

Cagan - Reads KPFA draft
wording regarding the station board's role in 
the hiring program director:

(3)  to recommend to the General Manager the hiring
of the station Program Director. No Program Director 
shall be hired or fired against the recommendation 
of the Local Station Board unless the
Board of Directors approves the action by majority 
vote. The Local Station Board shall annually evaluate the
Program Director's performance and provide a
written report to the Board of Directors. 

Andrea Fishman, WBAI area - Supports that the program 
director must responsible to the will of the community and 
answerable to an elected program council.

Zakiya - All of the duties and powers of the station boards need
to be spelled out in the bylaws.

Cagan - refocuses discussion

Staw Poll:
to support KPFA draft
proposal for station board for hiring/firing program director

2 for

Straw Poll
The program director will be hired by the
station manager from a pool of candidates 
produced by the station board

7 for  2 against 1 abstain


Spooner - will abstain because she hasn't enough faith
in search committees.

Cagan - A big problem has been that Pacifica is transition 
period etc...

Station board role in firing of PD

Some discussion, referring to grid drafts etc...

Spooner - The  station board need to have some real authority,
station management tends to ignore recommendations.

Bertold Reimer, WBAI area - If the station manager disagrees
with the station boards request to fire the program director
it needs to go the national board.
There currently is not democracy and communication at the stations.
There needs to be more transparency at the stations, and there
needs to be definite process in order to make management responsive.
This not about micro-management.
 
 
Straw Poll
If the station board have the power and authority
to recommend to the station manager the firing
of the program director. If there is disagreement,
then it goes to the national board.

4 for 6 against

____ , KPFT - announces fundraiser in Houston is breaking records.

Discussion as to how to proceed with the meeting
(there is a social event scheduled at 7pm and people are weary)

Spooner - would like to quit for the day, but too much work to do.

MOTION: to order pizza Chinese 
PASSES unanimously

will reconvene at 7:30pm

... People in a pleasant mood. 
Eat good Chinese food, hang out and blab etc...

Reconvene 7:43pm
Role and duties of station boards - continued

KPFA draft regarding station board's role in programming policy:

(4)  to work with station management and staff to
ensure that station policies and procedures for making
programming decisions, and for evaluating programming,
are working in a fair, collaborative and respectful
manner to provide quality programming that fulfills
Pacifica's purposes and is responsive to the diverse
needs of the listeners and communities served by the
station. 

Leslie Radford, KPFK - presents from KPFK draft
regarding station board programming policy involvement:

[ The Local Station Boards are
authorized to exercise any
and all corporate powers of
the Pacifica Foundation,
with regard to...programming...
[shall] ...form a local program council
whose members shall be elected
from the local station board
members. The council shall
supervise local station programming. ]

Raphael Renteria, Lydia Brazon, offers more clarification

Michael Pimental, KPFT bylaws committee - the committee last week came up 
with a proposal for duel programming committees

Bob Lederer, WBAI - Reads Max Blanchet proposal language regarding
how diverse community programming needs be met, which is similar but
with basic differences to the more vague language in the KPFA draft
(above).

Spooner - The aim was to make the language regarding this was
keep it from being too rigid.

Robinson - stations has fallen short communicating what on  
they are doing, community needs acessment, processing input 
to determine what action to take, and setting up 
bodies and processes to carry the policy out.
There needs to be experimentation and time to sort this out.
Process may need to be different at the different stations.

Curt Gray, KPFA LAB - talks about the programming process at
KPFA. When they lost the programming director and the programming
committee kicked in effectively. What is now evolved from
there.

Cerene Roberts, WBAI - At WBAI the program  council includes heads all the 
main departments, staff...is advisory only.

Jonathon Markowitz, KPFK - Supports a non-appointed (elected)
program council. Staff on PC is a conflict of interest.
Supports Renteria proposal of dual programming committees
[national and local].
Supports monthly town-hall type meetings for input on 
programming. There needs to be the physical connection
with the public.

LaForest -  how does KPFA evaluate?

Spooner - Hasn't happened yet. Data has been gathered 
and KPFA is preparing to do it. What's being proposed 
is for the station board to work with the management 
regarding the programming operations.

LaForest - Did KPFA go out into the community for input?
A: yes, many town hall meetings.

Cagan - Refocuses discussion. Two basic approaches:
-Each station board should have a role in programming (KPFA)
-more involved structure with programming council (KPFK)

Cagan -
Does any board members object to the local board having
a role in programming policy? 

A: no

Cagan - The question then, should each station set their own 
policy and procedure regarding the station boards involvement
in programming policy?

Allen - Favors at least giving the same name to the related 
body in each area.

Spooner - Name isn't so important. Have to lay out 
responsibilities etc. Favors

Ted Wiesgal, KPFT - Would the programming body set up 
by station board?
A: yes

Raphael Renteria, KPFK - We have be specific as
the result is very different politically with the 
different structures.
Supports programming committee being a function of
the station board and being able to act with 
3/4 vote. KPFK programming council is composed of staff is deadlocked, 
and resistant to change

Eva Georgia, KPFK station manager - Her station in South Africa
had massive community input which helped determined programming.
Supports more emphasis on community needs acessment.

Lydia Brazon, KPFK - reads KPFK resolution on programming councils


Spooner - KPFA programming council stuck...

Fertig - questions about KPFK programming council proposal

Leslie Radford, KPFK - clarifies stuff...

Chair Cagan - refocuses etc...
Should each station set their own 
policy and procedure regarding the station boards involvement
in programming policy or there be a uniform policy?

Ted Wiegal, KPFT - All areas want their own policy.

Marian Borenstein, WBAI LAB - A uniform programming policy
will be rejected at the stations. The stations need to develop
on their own.

Jonathan Markowitz, KPFK - programming policy uniformity is important
at Pacifica. 

Straw Poll:
That the station boards are involved in programming
policy
8 for

Uniform policy?
2 for

1 abstain

Cagan - Maybe in the future to come up with a more
uniform programming policy.

Next item - local board reports to the listeners

From the KPFA draft:

5)  to report station board
activities regularly, and no
less frequently than
quarterly, on the air to the
station listeners. 

Zakiya - feels that this "bylaws bloat" (unnecessary
[laughter]

Spooner - national board reports are mandated,
this is similar

Bryant - agrees with Zakiya

Barnstone calls the question.

Curt Gray, KPFA - It was extremely difficult to get
the LAB show on KPFA. Important stuff.

Cagan - The vote is whether or not to mandate the reports
in the bylaws

Straw Poll: mandate station board reports to the
listeners in the bylaws:
			
3 for 6 against 2 abstain

Next item: Required quarterly town hall meetings

Zakiya - this is bylaws bloat 

Roger Manning, WBAI area - originator of proposal - though it's currently
only one line in the KPFA draft, there are more details which
can be put into a policy manual. It is not
not bylaws bloat. Really needs to be in the bylaws to
quaruntee that a few years from now that we have meetings
like this! It's really important for that all the different
segments of the Pacifica community to in physical contact
with each other (staff, management, listeners, boards).
It will Pacifica on so many levels.

Cagan - is there anyone who wishes to speak against?

Lydia Brazon, KPFK LAB - KPFK is striving to be a
downhill meeting, much effort is being made and
to have more required on top of that would be to
much for her.

LaForest - are you suggesting requiring townhall
meetings less often?

Spooner - the language calls for at least quarterly

Brazon - yes. The LAB [station board] is already
going to made up of people from listeners, staff etc
and public is invited. Once or twice a year ok, 
but not quarterly.

Bryant - can't this happen at monthly LAB meetings?

Roger Manning - Station and national board  meetings are open, 
meetings but are primarily for the business of those boards,
and the public always wants to comment and it burdens the
agenda. At townhall meetings listener members, staff , volunteers
are prioritized. There are alot of details as to how
these meetings would be run on the internet....
Its needs to be in writing.

Spooner - Feels that the iPNB has amnesia. We just spent 3 years
trying to get reports to the listeners, meetings, transparency and
people are saying that it's "bylaws bloat" to require these things...
[laughter/applause]
What happens 5 years from now? There nothing in these bylaws
that requires reports to the listeners or townhall meetings,
what happens if the boards don't want to do it?? Our listeners
This is amnesia! We've just been through years of abuse
where our boards were not connected to the community.
They were not reporting, if they were they were lying.
Can't believe that we spent half a $ million suing this
organization to  get some accountability and this
is "bylaws bloat"... [applause]

Fertig - supports the previous notice issue, but 
townhall meetings are feedback are not a bylaws issue
Lydia had a point that the local board will include
listeners. Also, in L.A. which is so spread out
many people will be limited in access to the meetings.
There needs to be interaction with the listeners, but
there mail, internet, telephone is more practical.
The KPFK moves it's meetings all around.
Supports the concept of townhall meetings, but
not as a bylaw. Sympathizes with Spooner's concerns though.

Barnstone - not opposed to the intent, but not a bylaws issue

Robinson - in the context of doing community needs assessments
your going to have to have townhall meetings but for this
as with reports these things belong in policy manuals, not
the bylaws.

Willy Ratcliff, KPFA LAB - What frightening everybody is looking
at our history. Two townhall meetings in KPFA that went well.
You have go to the community and they primarily put it together.
It brings the community into Pacifica. 
We need to bring people in! Use the radio to do it, use everything
you can. If you have to put it the bylaws, then do it!
Doesn't like putting everything in the bylaws either, but there
are certain things that should be in there.
It's our job to bring in people, and we aren't doing it...
[applause]

Donna gould, WBAI area - It's great that the KPFK LAB meetings
move all around the listening area, but board meetings
are not townhall meetings. The listeners need to communicate
with other, and that is something they were not able
to do for the last 10 years! Townhall meetings is one
of the ways that can happen and it is essential
to the survival of the network.
[ applause ]

Bob Lederer, WBAI - Agrees with Donna. Supports mandating 
Town Hall meetings, misses the townhall style Concerned
Friends of WBAI meetings that were held regularly last
year listens and staff came together during the struggle 
to regain Pacifica. There's really not time in existing
meetings to hear from people on all the issues
concerning Pacifica and the stations. It's vital to
the institution and worries about leaving it to the
new board.
Maybe require less than quarterly.

Raphael Renteria - Hands out reads funny cartoons from  the New Yorker...

new yorker cartoons

[laughter]

Reads KPFK subcommittee 
proposal which calls for MONTHLY 
town hall meetings to address programming issues
and to become more involved politically, socially
and culturally
in all communities, especially poor communities.
Points out that the iPNB has already endorsed
the principle of regular townhall meetings 
to deal with issues of race and issues of 
oppressed communities in the form of the 
resolution on race and nationality 
from the Pacifica Now conference in June.
Townhall meetings address the need of the listeners
to feel that it's their network and to be able to
address issues and participate. 

Cagan - Concerned that not all policy be reaction to the problems
of the past.
Agrees that the station boards have some mandated mechanisms
for staying connected with the communities, not just 
for internal/governance matters, but on social issues and other things.		
Concerned of about the workload of conducting town hall meetings.
Not opposed to mandating townhall meetings in the bylaws, but maybe
not quarterly mandated and make a reference to content.

LaForest - Points out that in NYC that Concerned Friends of
WBAI were not mandated, but happened because people rose
to the occasion [ed: yes, but that was not an act of 
Pacifica or WBAI] and that will happen. Not in agreement
with rigid mandates, though does support a bylaws that
calls for a twice a year mandate.

Bryant - Agrees with Cagan and LaForest. Concerned with the work 
involved in putting on the meetings, that it will be a burden
on the station staff. Who's going to set up the mikes and
engineer the sound etc...["here we are," says the volunteer
tech crew from the back of the room] ...are you really going
to available? We're talking about broadcasting many other
meetings etc...

Zakiya - We're falling into the trap of righting all the wrongs
of the past through the bylaws. Who the hell is going to do
all of this work?? What will the penalty be for not doing it?
Not saying it's a bad idea but this is bylaws bloat. Not a bylaws
priority. Can easily be done in manuals etc.
This is urgent, but it's not important.

Jonathon Markowitz, KPFK - concerned that this part of the meeting
is not being broadcast. Sees Pacifica as in a mode of being insular.
This is a social issue	
Personal contact is important.
There's an accountability issue, listeners having
a voice, listeners talking to each other.
The Pacifica mission is not only broadcasting,
it's about expanding our social connection and
finding out what really have in common.

Ted Wiesgal, KPFT - There is a distinc difference between 
a bylaw and item in policy manual; bylaw revision is 
a clear process, with policy manuals, we don't know
what that process is. Policies can too easily disappear.
If something's really important, it really should be
in the bylaws in order for it not to get lost. 
[applause]

Barnstone - ask Ted what is generally included in bylaws?

Chair Cagan suggests that there's really not time
for that now and moves the discussion along.

Curt Gray, KPFA - Maybe make the language is too rigid
with quarterly requirement. Reads  proposal with similar
intent of outreach to townhall meetings with respect
to outreach via broadcasts.

Ryme Khathouda, WBIX - Has experience with the townhall
meeting concept. It's a necessity to go to the community,
the Pacifica crisis largely came about because we didn't come 
out from behind the mike [applause]. It's important that
Pacifica provide for equipment needed for things like this
and should be training people. The iPNB has also pledged
to have 2 paid staff people, part of their duties would
fall under this kind of activity
The meetings are do able.
Pacifica has to be consistent in being humble
enough to put the mike out there.
It should be in the bylaws, it's too easy to forget
to do.

Ted Friedman, KPFA - Agrees with having townhall meetings though
maybe less rigid frequency requirement. KPFA co-chair
Willie Ratcliff came to Pacifica through a townhall 
meeting.

Debbie Campbell, KPFT  - Not sure if the meetings need to be in bylaws,
but these meetings are needed. Have served for feedback, outreach
and elections in Houston. It empowers the communities.

Andrea Fishman, WBAI area - It's only though participation
that we can really save ourselves. We need to put aside
excuses and do it. 

Fred Nguyen, WBAI area - Initially the idea of a meeting
made him apprehensive because of his negative experiences
at many meetings but he agrees with Ryme's thoughts.
If anything needs to mandated in the
bylaws, it's outreach or it won't happen.

Spooner - the reason it needs to be in the bylaws is that
the bylaws need to say what the duties of the station board
are, if not the station boards may of may not do them.
Ted Wiesgal [parliamentarian] would surely agree this is
the sort of thing that goes in bylaws, a one line item
with little detail.
Willing to amend from quarterly requirement to at least 2 
meetings a year.

[ some protests ]

Spooner - trying to compromise.
Let's find something we can agree on so that we
can move things forward.

Barnstone - 

Bryant - fine, it's only a sentence let's move on


Straw Poll:
That the station boards are responsible for 
seeing that there are at least
2 townhall meetings yearly

10 for [applause] 1 against		

Some disorder.

Chair Cagan - asks if board want
to adjourn...

9:36pm board wants to adjourn

The iPNb will meet in closed 
executive session at 8:30am to 
deal with personnel matters.

Public session will session will start
at 9:30pm		

[ Editor's note: An amazing thing happened with
the last item - mandating town hall meetings.
The iPNB seemed initially ready to shrug it off
but in a matter of several minutes the issue took 
on it's true gravity and importance through 
the comments of just about every non-iPNB person in the room. 
Some of the most inspired comments came from
people previously opposed to idea. 

The intent of the original proposal
was to make more of an official place at Pacifica for the 
now-to-be-included listener-members beside elections every
so often. The meetings will help keep the station insiders
physically in contact with the listeners and public,
helping to promote accountability as well
promote a bigger, stronger
Pacifica family with more human resources and better able
help protect the foundation.

Credit to the iPNB for allowing the meeting to be so open
to comments. Various iPNB members eventually complained that
this bogged the process down, and that's true,
but the results would of been different and 
on some issues much less inspired otherwise! ]
			
					
Roger Manning, NYC


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