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L.A. DAILY REPORTS and Documents | L.A. iPNB meeting info Daily notes from the iPNB meeting in Los Angeles 3-8-03 |
3-8-03: Saturday
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Directors present: David Fertig, Carol Spooner, George Barnstone, Leslie Cagan, Teresa Allen, Charles Smith, Dick Gregory, Robbie Robinson, Janice K Bryant Jabari Zakiya, James Ferguson, Marion Barry, Ray LaForest (late) Not present : Bert Lee, Pete Bramson Agenda: 9:00am Treasurer's Report, FY2003 adjusted budgets Policy/procedure guidelines for financial matters 11:30am community comment 12:00 race and nationality 2:00pm bylaws 6:00pm personnel 6:30pm iPNB meeting scheduling 9:30 Meeting convenes Chair Cagan goes over agenda. Treasurer's Report Cagan makes sure that the board members have budget and other documents handed out yesterday... Treasurer Zakiya reports: Wants to recap some of what was covered at last meeting. Pacifica needs to re-structure it's finance system. Currently the money comes from and is controlled by the stations. Pacifica needs to operate more as a business. Any money that is raised by the station belongs not to the stations per say, but to Pacifica and things should be organized from that respect. There's currently no national banking system for Pacifica. Supports centralizing Pacifica's financial operations. The stations should focus on radio operations and the finances should be handled by a qualified consolidated financial office. Not just an issue of money, but limited resources. Pacifica growth is also inhibited in terms of growth/development the way things are organized now. With regard to comments that the national office borrows money from the stations, that is not the case because any money brought in belongs to Pacifica, so it's not borrowed at all. Wants the Chief Financial Officer to report directly to the board. Budgets are developed locally at the stations and approved by national. Expenses could be better consolidated and coordinated from a central organization, made more efficient, money saved. We are all part of the foundation, we will all benefit by coming together. Some of the hijacker board's reasoning for moving the financial office from L.A. to D.C. was correct, though the method was wrong. If you're a national organization, you need to think from a national perspective. You can't think parochially with a national organization and properly evolve and solve problems. Supports creating an endowment; needs be done at a national level. How do we leverage our assets if we're not organized nationally? Questions from board members: Barry - will these recommendations be put into writing so that the iPNB can consider them? Zakiya - they can be Cagan - these things may be work for the incoming board [some back and forth between Zakiya and Barry regarding how these ideas would be addressed ] Zakiya - Pacifica has yet to properly focus on making formal decisions regarding finance structure because there has been other priorities Bryant - how does Zakiya see this board in relation to requirements of the lawsuits settlement? Zakiya - Cagan - we Barnstone - how does Zakiya feel about having this expensive in-person meeting for passing the bylaws? Zakiya - this meeting wasn't only to pass the bylaws, but other business is being done as well. The meeting cost around $30,000... Spooner - When the iPNB came in a year ago the accounting system was non-existent. Heroic progress has been made. She complains the loudest over financial matters, but alot of work is being done and things are functioning to a degree. It's not board driven, and that is a mistake, but things are still in progress. It's true that money raised during fundraising is given to Pacifica, but it is given in trust that it is there to benefit the particular station... Supports a station to station budget and operation in coordination with national Barry - Ferguson - the board has a commitment to pay their bills, not as Zakiya has suggested that Pacifica has decided not to pay the debt. Barnstone - Cagan - clarifies that policy regarding the bills has been determined FY2003 adjusted budgets Policy/procedure guidelines for financial matters Dan Coughlin (executive director) Thanks Zakiya for all his hard work and support of the finance office... [applause] Zakiya has brought a level integrity to the operation. Pacifica has done well this year raising money...and spending it. Agrees with Zakiya that the lack of central organization has been an issue. Lonnie Hicks, newly appointed Chief Financial Officer reports: Props to Zakiya and controller Yasmine Ryan for their work Gives overview: Good news: Pacifica has an enormous asset in the listeners and thier support. Bad news: Pacifica cannot always depend the listeners. There needs to be other sources... Good: The dediciated staff is a tremendous asset Bad: the conflicts that come with staff It is a good timing to come into and support Pacifica in these dire times. Pacifica is extremely important right now, and we need to come together. Short term goals: We need to complete move the finance office to Berkeley It's dangerous and involved, but will be done by May or so. The agencies audit going back 2 or 3 years need Cash Flow: we need be able to pay the bills. Debt retirement: Expense control: the money has been raised, but we have to be very careful with spending. Alot expense related to increased staff. The financial office will coming around the network to work with everyone. There is no "we"/"they" between local and national... [applause] The biggest threat is relying too much on the listeners for financial support. We also have to have money in the bank and plan for the possible day when the powers that be come after Pacifica... He comes to us new and "relatively unbruised" [laughter] Cagan - asks Hicks to give brief bio Hicks From south side of Chicago. Went to Howard U. by chance, ended up teaching. Came to Berkeley to get a Ph.D. and teach politics, but ended up working for non-profits in bay area and Santa Cruz. It's an exciting period, look at us here...we move ahead by Bryant - what other possible income sources Pacifica? Lonnie Hicks - foundations...they would like to support radio and hear their name on the radio..[grumbles from people in the room] he will investigate and make proposals... the listeners are more that just a financial resource... Barnstone - ...working with other progressive organizations... Fertig - you're a brave and committed man to take the position at this time [laughter]...there is a tension between levels of Pacifica regarding finances which is healthy... we need to increase volunteer involvement as a way to cut costs Cagan moves agenda on to the FY2003 adjusted budgets Yasmine Ryan, controller gives overview: Due to fund-drives, revenue has increased but expenses are increasing at the same time mainly due to salaries. Operating surplus at the end of the year at this rate may be over $800,000 Explains cash flow... Spooner - we changed how central services is handled... 20% current levy by central...next year will be different with more room for expansion? Yasmine - yes, in part... explains various debts [discussion and questions regarding the cash flow and debt payment organization] Spooner - the debt management and cash flow management a main concern for her ...more clarifying questions on specific debt figures ...Ryan gives answers, though not all the information has been sorted out... something about making a plan for $100,000 amount of national operations debt.. Cagan - what would be categories for these debts? Ryan - Bryant - concerned about the handling of payment for the news stringers. Yamine - money owed to stringers has been accounted for and there currently monthly payments being made. Allen - is some of this debt things like licensing fees and things that must be paid? A: yes and they are being sorted out. Robinson - we're talking about a category called "prior year debt" Are this debts in the operating budget? A: no. Barry - how do we carry this million dollar debt? [this is mostly debt owed to the hijacker law firms] Hicks - it's a function of the auditors position... Cagan - where are we with the audit? Ryan - May 2003. As to Barry's question, as soon as the financial office is up to speed there will be balance sheets illustrating the the debt retirement plan. Coughlin - there will be new budget report formats at the beginning of the fiscal year. [Aug-Sept] Barry - supports footnoting in the budget, explanatory notes making it easier to understand for the board and the public. Ryan - hiring Hicks was a good move, but the office will still take time to get up to speed Spooner - a main issue is that the iPNB is mostly inexperienced in finances and clarifying footnotes will help in understanding the budgets ... [Agreed] Ryan - Barnstone - questions about legal debts... Ryan - further tries to explain the current "surplus" despite the debt...it's because of where things are accounted for and when things are planned to be paid off...the contested debt to the hijacker firms is not yet budgeted... Ferguson - who is responsible for planning the debt retirement and how is the executive director able to make decisions without balance sheet? Executive director Coughlin - the iPNB finances committee works on debt planning... the national office works with older balance sheets... Yasmine - they are negotiating debts with some and not calling creditors who aren't calling us... Coughlin - makes disclaimer that Pacifica policy is to deal properly with all debts. Hicks - there will another 1 - 2 million issue next year due to increased salaries Coughlin - we all have to understand that the increased revenues are readily available but we still need to extreme discipline regarding spending Zakiya - as to who has ultimate responsibility for determining debt policy, it's the iPNB. As for the current budget document, he considers it an operational accounting, not a budget because it's done right yet.... Barnstone - it's important to clarify that Spooner's view of organizing Pacifica's finances in a decentralized way is not necessarily everyone's on the board. Supports centralized finances. [some laughter, joking] Spooner - the budget needs to be approved in advance and the station managers will be able to look at it and see how expenses are being managed and they do their planning. How are capitol reserves planned? Valerie Van Isler, dir of admin operations - it was by central, but only on paper. The money had yet to actually be available. Barry - is there a conflict between what the stations request and what gets recommend by national? Cagan asks controller Yasmine Ryan to explain how station budgets are planned.... Ryan - The station budgets are based on records of past operation, sometimes unforeseen expenses arise after the budget has been determined... Barry - is there item in proposed budget for capitol expenses? A: yes Hicks - explains some about budgeting for capitol expense... Barry - supports projecting more legal expenses Couglin - there's no legal settlement activity planned for the rest of this fiscal year (before Sept. 30th 2003) Barry - wants to state that this is a budget, not just a financial report as Zakiya suggests. Zakiya - this an "artifact" of the way the decentralized things have been done at Pacifica Spooner - makes motion to pass this budget with the explanatory footnotes discussed being added Cagan - adds that the dynamics of the financial relations between central and local is still in development. Encourages Hicks to travel to the stations. The footnotes are important, not just for the iPNB, but for the public as this will posted on the web etc., it is a public document [applause] An written introduction would be good as well Spooner reads motion. [some additional discussion and clarification] MOTION: pass this budget with footnotes explaining outstanding and contested debt plan PASSES unanimously Spooner - additionally moves that this budget and station budgets be posted on pacifica.org and the station websites Coughlin - points out that the station budgets statements are un-audited, wonders if they should be posted... [some discussion regarding posting un-audited statements... suggestion of footnoting that statements info are subject to change...] Cagan - the intent that what is given to the iPNB should be given to the the public MOTION:(by Spooner)That this budget and monthly station statements be posted PASSES with Ferguson opposed and one abstention Spooner - wants to someone to be responsible to report Hicks - this a step in the direction. Remember that is just a start regarding financial discipline... Cagan moves agenda Barnstone - iPNB needs to act on executive director's contract Cagan moves agenda Race and nationality Report not available due to tech difficulty This agenda item tabled, will return to it later. Community Comment Lorraine Mirza, KPFK area - Urges the board to pass the bylaws. Supports Eva Georgia, imperfect like the bylaws, but we can both can work with both. Also supports the first fired, last hired black programmers at KPFK. Please re-instate Dave Adelson,KPFK area - Has concerns with proposed bylaws [ Adelson notes ] Concerned with the local board method of electing national board member reps one at a time because it'll won't involve proportional representation, one year terms will do this. Concerned with staff voting status. Supports removing proxy voting [applause] Lerner Goodie, KPFK area bylaws committee - Though earlier drafts provided for listener sponsor power, the current draft is much weaker in this. Supports having one year term for national board seats. Supports iPNB member Dave Fertig's actions in _____, KPFK- Feels that there hasn't been enough listener input on air. Callers limited to stay on topic when the topics can be less than essential. Joe Web, KPFA area - wants to see more coverage of neo-conservative goings on, APAC. Critical of Amy and Goodman and Larry Bensky lack of coverage and feels that they are surpressing this news. Hands out article on recent neo-conservative rise power. Vince Ivory, KPFK volunteer - Wants the board to vote no on this bylaws draft. Missing: Financial transparency, required airtime for elections... Oya Kali, KPFK area - Part of a collective. Concerned with the current KPFK programming freeze. They need to get issues of Africa American women on the air. Ayana Kanata, KPFK area - also from collective. The KPFK gm had said that a black women show would be established, but it hasn't happened. Thandisizwe Chimurenga, KPFK area - also from collective. There little turnout at this meeting from the black L.A. community because KPFK has failed to respect that community, particularly with respect to the black fired and banned. KPFK is not living up to diversity. Pacifica needs to stand beyond programmers Coughlin - clarifies that it was decided that the programming council and open processes would first established before the KPFK programming freeze would be lifted. Liam Kirshner, KPFK area - Has supported passing the bylaws as it is what will bring on the power sharing, but is concerned with moving forward when there is so much concern over this draft. Wants a solid commitment from the board as well as from people that may be trying to delay the process to complete the bylaws. Bob, - Concerned with the financial staff's interests in getting money from foundations etc. Kay, KPFK area - Concerned about raising race and nationality issues without raising issue of class [and politics]. A constituency of any race/nationality could support conservative causes as easily as progressive ones. Uncle Bo, KPFK area - This meeting has not been announced enough on KPFK. Disturbed that there hasn't been invitation to people outside the board for brainstorming on fundraising and financial matters. Supports resolution to send a multitude of peace keepers be sent to Iraq... Hiedi Chesney, KFPK area - Thanks the iPNB for their work in resolving the settlement issues. Props to Lonnie Hicks, pleased to have his expertise. Want to see bylaws passed with Adelson suggestions Evan Davis, OH - Feels that it's disingenuous to say that people who want to move the bylaws forward are not interested in diversity. Concerned with the lack of diversity in the on-air programming... Israel Foyer, an original KPFK volunteer - we need more dialog and less diatribe...We need in things essential: unity, in things non essential: diversity Jim, KPFA area - Thanks the iPNB for their work. We supports not moving on with these bylaws Jane Jackson, KPFA area - concerned with the "digital apartheid", many people don't have access to computers etc. Concerned with passing the current bylaws. Supports elections before passing bylaws. Concerned with Pacifica accessibility bylaw being too weak. Dina Kolberg, WBAI area - supports making time at Sunday meeting for coming up with a Pacifica plan for wartime programming. Affiliates: supports passing these bylaws, but if delayed would like portions addressing the affiliates to be more developed. David Moore, MT - Supports further development of the bylaws. Leslie Radford, KPFK - objects to intentionally humorous pictures up around the conference room with pictures of good/bad guys from Pacifica's and other struggles with slogans supporting passing the bylaws now - that some of them are sacrilegious. To pass the currently proposed bylaws deepens the divisions in the Pacifica Carl Gunther, KPFK area - overly topdown control and lack of diversity go hand in hand. Supports voting on the bylaws point by point. Frank Schweitzer, KPFK area - all the questions raised are legitimate, but the issues being exploited... Mark Hernandez, KPFK area - Supports expanding diversity language in a way that sets up dialogue. Affiliate issues need more attention. Cerene Roberts, WBAI - objects to use of Sma Reads East Asian programmers statement supporting affirmative action. Calls for real inclusion with diversity policy Marion Borenstien, WBAI - Also objects to the posters up around the room. Eve Moser, WBAI area - supports fixing the current bylaws draft. Concerned with the bylaw amending provision in the draft. Needs to better listener inclusion. Myla Reson, KPFK area - concerned with the list of evil corporations listed as potential matching fund sources printed on the back of the KPFK program schedule BREAK 1:00PM RECONVENE 2:22PM 2 brief statements: Evan Davis - explains about putting up the posters. Apologizes for offending people [outburst from various indignant people] LaTrice Dixon, KPFK ad hoc programming committee and rep of black community - reads statement from the community concerned with the black communities and women's issues not getting onto KPFK despite the settlement. Call for the return of the black fired and banned, and real empowerment and involvement for black and other people of color from LA at KPFK. [has to pause because emotional] It's time to take away the barrier, the station is ours [standing ovation] Cagan - thanks LaTrice Barry - the iPNB needs to act on this now is some way. Cagan - suggests that KPFK gm Eva Georgia be called back to the meeting [out working on peace rally coverage] and that we return to this later in today's meeting after working on the bylaws. Barry - wants to deal with it now. Ferguson - this has come up before.... Cagan - [KPFK general manager Georgia and executive director Dan Coughlin need to be a part of the process of addressing this. They are the responsible people on these issues. The iPNB tries to restrain from dictating local policy...] ...firmly moves the agenda, the board we return to this afterward.... Bylaws Chair Cagan - it's obvious by now that there are too many issues with the current bylaws draft to pass the bylaws today. Main issues: 1)diversity language 2)proxy voting 3)joint contribution and membership 4)1 year terms for national board members 5)affiliate representation 6)disability issues Spooner and Zakiya wish to make statements: Spooner statement: - Speaks on the process. Everyone that wanted to be heard, have been heard. The drafts were produced and the iPNB went through the difficult task of going through all the proposals... Because something was not in the bylaws, doesn't mean that it wasn't regarded. The listeners were not disregarded [as some are claiming]. Alot of compromises were made. Over all, it's a good draft. The board had to figure out how to distribute power to the local without violating the responsibility of the national board. The national board needs to be able to have recall on the local. People shouldn't worry so much about this because the national board members are from, sit on and will have been elected to the local board and are accountable locally. There are strong powers given to the local boards - station manager hiring, etc... She [passionate, angry]had good faith that the bylaws revision would be a good open minded process. But all the nastiness of what has gone down breaks her heart. It drove away a lot of good people and caused other good people to act badly. Pleads that this doesn't happen during the process today. Zakiya statement: One can see that the bylaws were written by a committee... [laughter] Also, the bylaws are based too much on contention and mistrust. He is concerned with the cost of the cost of elections - had estimated $250,000 for the 5 stations and there will be problems and there is no experience in elections. [kpfa has had 2 elections - ed.] Diversity doesn't guarantee proper support for the Pacifica mission. The bottom line is what is on the air. Doesn't see where this is addressed in these bylaws as long as they've gotten to be. The best bylaws are the simplest bylaws. Supports removing items of disagreement from this draft, passing it, moving on and letting things evolve. Most listeners don't care about the bylaws, they care about programming. Concerned with Pacifica getting mired in elections and process. There are essential issues like physical plant and programming. Supports 70% of current draft. Cagan - Urges that we do not reopen every item of the bylaws. Suggest focusing on the things that clearly need changing. Asks for quiet in the room... Fertig - It's great that this body [the iPNB] is here to divest itself of power. There has to be compromise in the bylaws. Hands out "unity flags" for the five stations Announces that Alice Walker and Amy Goodman were arrested at the women's peace demo in front of the whitehouse today.[applause] Barry - Needs to be diversity language in bylaws. Supports removing "anti-democratic" barrier; the provision that bars holders of public office to being on the board. Need to be careful about the national board overriding local power. LaForest - Agrees with Spooner that it's unfortunate that the bylaws process got nasty on a personal level. Urges people not to consider people they disagree with as enemies. Says that delaying the bylaws will not set up Pacifica to vulnerabilities - lawsuits etc. We need to take some risks and fight for something bigger. If MLK hadn't done so, we would still be sitting on the back of the bus...[applause] Cagan - wants to focus discussion on making requests for any other bylaw items that need attention. Spooner - iPNB needs to agree on what will be done today. We should work out the 5 items aside from the diversity language which will require more time and should be addressed after addressing the less involved issues. Allen - wants to address: the 2% of the listenership requirement for bylaws change, and the recall provision regarding local station board members Cagan - presents issues from the current bylaws draft Proxy voting [Article 3 Section 11] Each Member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the Member and filed with the Secretary of the Local Station Board of the radio station with which s/he is affiliated; provided, however, that no proxy shall be valid after 11 months from the date of the proxy unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the proxy date. MOTION:to strike section AGREED [applause] Joint contribution [Article 3 Section 1a] Where a contribution is made jointly by more than one person and the contribution is in an amount equal to or more than the annual membership contribution required for membership (as set by the Board from time to time), then each person named as a donor shall be considered a Listener-Sponsor Member provided that the contribution amount is sufficient to support more than one membership. (For example, if John and Mary Smith jointly contribute $50.00 or more, then John Smith and Mary Smith will each be considered Members and will each have individual and separate Membership rights. However, if John and Mary Smith jointly contribute $40.00, then they shall jointly share one membership.) MOTION: to amend to cap at 2 people AGREED [applause] Term of director(s) [Article 6, Section 2] The term of a Director shall be three (3) years. A Director may serve no more than two consecutive three-year terms. A Director shall not be eligible for further services as a Director until one year has elapsed after the termination of a Director's second consecutive three-year term. In the event that a Director’s term as a Delegate expires prior to the expiration of his/her term as a Director, and said Director is not re-elected as a Delegate, said Director's term shall expire at the same time as his/her term as a Delegate expires. Spooner - gives advantages of 1 year terms: more accountability, provides for proportional representation - the 4 reps from the local station boards would be elected at the same time by the local board... Questions from Barry and LaForest... Barnstone - one year terms are 2 short for continuity Fertig - yes, but it's more important in this case to have proportional representation. People will most likely be voted back in year to year... Cagan - this is a clean way for accountability and voting Barry - what is proportional representation? Spooner - explains Barry - with one year terms you won't need recall... Zakiya - supports 3 year terms. We need to have more trust. There needs to be increased stability of 3 year terms. Concerned with boards getting mired in perpetual elections process. Allen - is conflicted. Fears contentiousness and strife from one year terms... Spooner - continuity is not an issue, diversity of representation is the issue [applause] Barnstone - one year terms haven't been done... Cagan - that's not the reason not to do it, we are trying to come up with better governance methods... Barry - supports the diversity MOTION: to make a one year term for directors up to 5 consecutive terms For: Barry, Bryant, Cagan, Fertig, Gregory, Laforest, Smith, Spooner (8) against: Barnstone, Ferguson, Robinson, Zakiya (4) abstain: Allen (1) PASSES [cheers] ...vote recount and confirmation that it's atleast 2 thirds or balanced majority. Affiliates on national board [from Article 6, Section 1.C.] Allen (chair of affiliates committees)- give accounts of how the affiliates haven't been and still are not being properly considered and served. The affiliates want representation on the board. She proposes that 2 of the 3 at large seats on the on the national board be for affiliates. Bryant - that would mean Spooner - there needs to be atleast one guaranteed seat [applause] But to say that the affiliates have the right to elect a director to the board would mean establishing a new class of members for Pacifica. This would grant affiliates the rights of members, to change bylaws, vote on actions regarding major assets etc and that is not recommended. Lays out 3 ways that some one may be put onto the board. Elected, nominated, or allow for outside entity to nominate candidates from which the national board would elect... Barry - feels that 1 affiliate rep is not enough, 2 would be better. Spooner - agrees to have 2 at large seats would be held by representatives of the affiliates. Cagan - clarifies Allen - why not give paying affiliates the right to nominate? Cagan - that's what this is Spooner - recommends leaving the 23rd seat [20 seats elected by local station boards, 2 at-large seats nominated by the affiliates then elected by the national board, and then 1 more at-larger seat] be the option of the incoming board... Cagan - asks for language Spooner - motion: min of 22 seats (20 seats elected by local station boards) , max of 23, the one seat be option Ferguson - wonders about diversity of the affiliates and how the affiliate seats would be elected Cagan - clarifies that the Pacifica board chooses from the candidates nominated by the affiliates Bryant - LaForest - this section should include diversity language Fertig - MOTION: Change number from minimum of 20 and maximum of 23 to minimum of 22 and maximum of 23, with two seats to be elected by the national board members from nominees submitted by Pacifica Affiliates. All for, except Zabari PASSES [applause] Cagan moves agenda. Ask people to quit coming up to the table to pass notes etc. Accessibility [Article 7, Section 9] Reasonable efforts will be made to hold all public Board meetings in spaces fully accessible as defined in the Americans with Disability Act and any other applicable state and federal laws. Properly closed sessions may be held otherwise unless this would preclude access for any individual entitled to attend. Cagan - Bryant, LaForest have made a proposal and Jane Jackson has suggested that language says that Pacifica will comply with existing accessibility laws Spooner - This is not enough because existing laws are flawed Zabari - having this bylaw opens Pacifica up to lawsuits unnecessarily. We're already bound to this by law, no need for this redundancy. Smith - it should be expanded to include all opportunities Cagan - Zabari is right, but it's good for Pacifica to send a strong positive message... Fertig - supports amendment Spooner - this doesn't make Pacifica more vulnerable as the law applies equally if it's in the bylaws or not. MOTION: Strike the "reasonable efforts" phrase and change the first sentence to read: "All public meeting of the Board and all committees shall be held in spaces fully accessible as defined in the Americans with Disabilities Act and any other applicable state and federal laws." All for, except Zabari PASSES [applause] |
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