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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

Apologies for name misspellings.
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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]


Elected officials qualification [Article 6 Section 1b] 1.Any Listener-Sponsor Member in good standing, except [...] no person who holds any elected or appointed public office at any level of government — federal, state, or local — or is a candidate for such office shall be eligible for election to the position of Delegate. A Delegate shall be deemed to have resigned the position of Delegate if s/he becomes a candidate for public office or accepts a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies. Barry - moves to remove "local" elected official disqualification Spooner - local officials can be just as much an issue as federal etc. [applause] Barry - there no conflicts of interest from local officials there's no barriers Bryant - torn... Barry - in democracy everyone should be included Zakiya - becoming part of Pacifica is not a "right" but a choice. Elected officials couldn't possibly have the time to properly serve on a board Spooner - it's important to avoid an appearance of impropriety, possible conflict of interest etc... MOTION: to permit local and state (but not federal) political candidates, elected or appointed political officials to serve as delegates and directors For 5 Against 6 Abstain 2 FAILS Fertig - Amendment of Bylaws, Proposing Amendments [Article 16, Section 1a(3)] Amendments may be proposed by: [...] (3) a petition signed by at least two percent (2%) of all Members, which petition to be considered "proposed" must be delivered to the Foundation’s Secretary. Spooner - the iPNB had raised the required percentage from 1% to 2% and feels this was over cautious ...clarification discussion MOTION: to lower percent required of membership to propose a bylaws change from 2% to 1% Passed 7/5/1 For - Allen, Barnstone, Cagan, Fertig, Gregory, Laforest, Spooner (7) Against - Bryant, Barry, Ferguson, Smith, Zakiya (5) Abstain - Robinson (1) Removal of delegates [Article 5 Section 9d] (D) upon the fair and reasonable determination, by a 2/3 vote of all the Directors on the Board of Directors or a 2/3 vote of all the Delegates of the LSB on which the Delegate sits, at a meeting on said issue, after a review of the facts, that, in its sole discretion, said Delegate has exhibited conduct that is adverse to the best interests of the Foundation or the radio station; Cagan - reads section. Can the national board have right to remove a member of the local board? (currently by a 2/3 vote) Allen - moves to remove language "by a currently by a 2/3 vote" Barry - agrees that the local board should remove people. Cagan - agrees, but the buck stops with the national board so there needs to be some provision for national Spooner - reluctantly agrees that the national needs to have the right to correct any problem in the foundation. 2/3rds is a very high bar. Barry - asks for example Spooner - give true example of a rape story where the person wasn't removed from that board [noisy reaction etc.] Cagan - agrees there has be some authority for the national board Bryant - what about when the hijacker national board overrode the local boards? LaForest - suggests raising the required vote to 3/4 from national board Allen - accepts this friendly amendment MOTION: to raise the national board requirement to remove local board member to 3/4 majority For: Allen, Barnstone, Barry, Bryant, Cagan, Ferguson, Fertig, Gregory, Laforest, Smith, Spooner (11) Abstain - Zakiya (1) (Robinson absent from room) Fair Campaign Provisions Article 4 Section 6 MOTION: and "(s)" wherever "candidate" appears, so that it is clear that we mean the plural as well as the singular. for 11 abstain 1 PASSES Associate Stations [Article 5 Section 8B] Allen - wants to make language for notice of removal consistent for all positions MOTION: insert "at least 30 days" ... the LSB must notify associate station at least 30 days in advance of problems with Associate Station Rep, prior to any action to remove the associate station rep. AGREED La Forest - moves that minimum 2 hour air time be mandated for local station board elections programming in the bylaws - this will be discussed later 4:58pm 10 MINUTE BREAK 5:15pm RESUME A call for getting LAB people in the room Diversity bylaw Chair Cagan - we haven't covered everything but have been done alot [applause] We all agree that there must be solid, meaningful diversity language in the bylaws that doesn't make Pacifica vulnerable with respect to the law. No one says that we can't fight battles, but we need to determine what we can afford to do. We can't come up with the exact language, the parameters etc at the meeting today, but we can set down the main goals and aim for language in perhaps 14 days. Barry - key areas are staff and programming diversity and contact procurement. Each of these might require different parameters. There are precedents out there... 14 days may to soon... Spooner - there are certain things that go in bylaws and others that go into policies. Supports developing both at the same time so that we know that everything is covered. Policies are things more subject to change, bylaws are more general and permanent. Propose that a committee be formed of a iPNB member from each area plus 2 from each lab plus the LAB chairs... Bryant - and some experts, civil rights lawyers... Spooner - problem has been that these lawyers have been unwilling to commit to language... Robinson - suggests anonymity and informal relationship with lawyer Ferguson - paying or getting pro-bono agreement would solve that problem Cagan - agrees with Robinson's suggestion Spooner - has a problem with taking advice that's not backed by the lawyer's malpractice insurance. LaForest - you get what you pay for, and this is worth investing money Barry - we should hire a civil rights lawyer. ... discussion regarding proposed approach ...debate whether or not to set deadline for 2 weeks or 3 weeks ....There will be a committee of one iPNB member and 2 LAB members from each of the 5 station areas to come up with diversity bylaws language and policies working from the existing language within 3 weeks iPNB members of committee: LaForest, Barry(chair), Allen, Fertig, Spooner(possibly Bramson) [Anele from Houston is laying on the carpet in front of the the table where the iPNB is seated in protest of process. When this is determined, the board proceeds and as she continues to lie there.] ...some confusion and discussion to clarify what what is being proposed... Miguel Maldanado, Marion Borenstien, WBAI LAB - and others comment regarding logistics... Spooner - there is clearly resistance to the proposal as it is... ...more discussion and ideas from people attending the meeting and iPNB members as how to set up the committee/process... ...discussion regarding what lawyer to get... [From Secretary Spooner notes:] A committee was formed, headed by Marion Barry, to come up with recommended bylaws language concerning diversity (and possibly an accompanying policy for adoption by the board, as well). The committee includes iPNB members from each station area, the Chairs of the 5 LABs, plus one (1) other LAB member from each LAB to be chosen by the LAB. The MALDEF attorney who met with the iPNB this weekend will be asked to assist the committee. The Committee must complete its work and report back to the board within 3 weeks (by March 30th). Marion will convene the first committee conference call on Wednesday, March 12th. Agreed without objection [NOTE: It has been pointed out that the iPNB (at least in what Chair Cagan said on the recording supplied to me) could be interpeted as not specifying that the people chosen by each LAB to be on this diversity bylaw committee need be actual LAB members - Ed. 4-1-03] Cagan - do we need to go to judge for another extension? Fertig - (who submitted first extension) recommends waiting till the bylaws are passed AGREED Works on new bylaws/elections time table ... discuss time table - Monday April 7th will be bylaws approval conference call - Bylaws approved by LABs by April 12th ...discussion on the time line some proposals put elections off till November Cagan - can the elections process of finding candidates now etc? ...Discussion on this... David Greene, KPFA elections coordinator - yes... ...discussion on logistics... elections committees need to be formed now, printed materials prepared, coordinators chosen, websites set up [From Secretary Spooner notes:] Tentative elections schedule: Nominations for local board members to open ASAP & close June 1st, ballots to be mailed June 15th, ballots to be returned July 15th, ballots to be counted by August 1st, new local station boards to be seated by August 15th, new national board to be elected by September 15th, new national board to be seated at national board meeting before the end of September. This tentative schedule will be approved or modified at iPNB conference call meeting on April 9th, and is contingent upon how quickly the elections supervisors have been able to get the nominations process in motion. The elections are to be held under the direction of the Executive Director & the Elections Supervisor(s) are appointed by and report to the ED. Rob Robinson and Janice K. Bryant will serve as the iPNB committee monitoring progress or any problems with the elections. ...more discussion on planning upcoming iPNB meetings. There will other issues besides bylaws, election MOTION:to have budget ready for June meeting AGREED MOTION:to meet June 20, 21, 22 in NYC AGREED Revisit the KPFK issue of addressed earlier in the day LaTrice Dixon, The Black Women Media Collective (and then others from the collective) - They met with executive director Dan Coughlin earlier and he has refused to lift the programming freeze. The collective's demands are: - Request that the iPNB order the Coughlin to lift the programming freeze - that all KPFK fired and banned be return - that there be 2 black and Chicano reps on the programming council - That protected nationalities be represented on boards - that there be paid internships for women of color - Demand that 4 programs that have been presented be accepted - that an assistant program director position be establish that is financially supported by and accountable to the community - that all boards be more transparent, open to the listeners and inclusive - There be monthly day long special programming covering events and issues of people of color. - That there be 50% Spanish language programming (these are positions of a united front) - that KPFK provide adequate training for people from their communities Raphael Renteria - LaTrice - goes over more details... Thandisizwe Chimurenga, KPFK area - one hour can be cut from the morning show, an hour can be cut from Global vision.... makes other suggestions as to where room be made in KPFK's schedule Barnstone - asks about make up of L.A.,what about the Asian community? Eva Georgia, KPFK general manager - thanks the committee for taking the time to come to the meeting and put together suggestions. Program freeze: The programming council was formed last week, the first meeting will be this coming Thursday. The programming freeze was in place because there was no process set up to deal with programming changes - no program director or programming council. Now, the freeze is lifted. Welcomes a page on KPFK.org for by The Black Women Media Collective for events and news Training: Has agreed to send KPFK people out into the communities. need people to make proposals to put together grants. Paid internships: Becomes a union issue Collectivo proposals for 4 programs: had encouraged collectivo to produce specials during the programming freeze, and again now. Representation of blacks on staff: Every position go through union process of public notice and review of candidates. Bryant - how do people in the community find out about training in the community? Georgia - groups come to KPFK and make a proposal, training happens at community centers or at the station [continues to go down list of items...] 50% Spanish language programming: Needs to looked into by the programming council. A serious consideration because it will mean losing listeners. Blacks in management: All position must advertised and open to everyone. People of color are likely to be chosen Banned and fired: The banned and fired programmers need to reassessed by the programming council before returned to air. As to finding room in schedule: strip programming in general must examined [applause] Supports inter-lingual programming and Spanish language programming, but it must be studied first with adequate community needs accessment. Need to ask whether there be all on-air people should be volunteer. This which would help open up the now locked down program schedule. These changes need to be done through a process including the programming council. Community outreach and Monthly day of special programming Lydia Brazon, KPFK LAB chair - Many people could not be at this meeting due today's peace rally. There has been first time Spanish language coverage... the 4 proposed programs do not have trained people to produce. There is no single voice but many collectives for the communities in L.A. Dan Coughlin, Pacifica executive director - The reason for the programming freeze was to put policies and structures in place for making major changes in programming so that there is clarity and fairness. Ferguson - the programming freeze will be lifted now that that programming council is in place? Georgia - yes Brazon - talks a bit about training... Georgia - there needs to be more trainers, people need to be trained to be trainers. Spooner - not being from L.A. it's hard to access all this. Seems that a bottleneck built up with a lot of pressure because of the programming freeze. Supports fairness in getting wide input and making decisions Barry - was angered at the situation, but after hearing Georgia... LaTrice Dixon - there are responses to Georgia's comments Raphael Renteria - the collectivo knows what they're doing, the main demand is the end of the programming freeze and Coughlin said that that wasn't possible, but it he said now it is... ________,KPFK area - we have half an answer , now we have to wait for a bureaucratic process, ya basta [Chair Cagan has to leave to leave fly to D.C., Secretary Spooner will chair. Room thanks Chair Cagan with applause] Chimurenga - Georgia had initially said nothing of programming freeze and was not accessible... we have been bamboozled Dixon - we need to come away with something concrete today... Georgia - the programming freeze is over, there needs to be process. This collective is not the only people waiting. Has stated that special programming can be produced ...restates items above... has been too swamped [fundraising drive, peace rallies]to deal with everything ...some back and forth _______feels that Georgia has been blocked by Fertig - feels that the LAB has not been properly supportive of Georgia in getting the programming council together There needs to be more involvement in the LAB meeting invites LaTrice to help with LAB Barry - very concerned on this issue. There needs to be more trust. There needs to be real commitment from the programming council...how many African americans on programming council? A: 2 Dixon - there is a demand for adding 2 African americans and 2 Chicanos to the programming council... Barry - can this be done? Georgia - these people were elected, and there are other groups to be considered and it is an open process, anyone is invited to the meeting Some back and forth on what is what... Barry - wants to make motion to a implement the demands of adding people... Georgia - there is a democratic process, we should go to the programming council with this... rambling discussion ... Luis [?] - says that the demands are non-negotiable... Spooner - focuses dialogue. Talks about organizing and electing of additional people to the programming council... Oya Kali - there needs more community involvement LaForest - this is strange, the iPNB sitting here as judge Spooner - is hearing Georgia - apologizes for being inattentive at times, has been very busy... agrees with what the collectives are proposing and intends to support them... Dixon - we will work this out locally now.... Spooner - gets a few more comments from iPNB Barnstone - we do not act by mob rule [rumble from crowds] Spooner - starts to suggest to Barnstone that he rephrase/apologize for the comment but is loudly interrupted ... ____KPFK area, angrily demands apology from Barnstone Zabari - not having a program director makes the situation more difficult. Today we've been discussing real shit[issues]. Should have been all along. Wants the executive director to come up with real timetable for resolving the KPFK issues. Process needs to clear to all parties and the whole story given when explaining, less half truths, then there would be less problems... LaForest - to Zakiya what "half truths?", back up your statements Zakiya - the lack of explanation of the programming freeze at KPFK... LaForest - this stuff is not for the iPNB to decide... ...back and forth KhaRabia Rayford, WPFW LAB - this problem is the run around and top down management which is not responsive to station managers is network wide Spooner - agrees and this is why Barry - thinks that this issue is appropriate for the iPNB, that the executive director should be directed to deal with the situation Fertig - asks people who are demanding access to become of the process. All year people have been invited... come on down! [applause] Allen - appreciates the presenting of these KPFK issues. Concerned with the approach of demands, and non-negotiation Bryant - has been confused about the role of the board, wants to stay out of the way of management... Robinson - we should be listening to the people and issues like what came forth from the LA collectives today.j We need to divide the time between governance and these issues of community and programming. Agrees with Zabari that we must not let governance get in the way. We need balance... Spooner - this is why she is so impatient to get the governance (bylaws) done. We are creating a system where the local station boards will work on these issues. The national board is inadequate to get these things done. Wants to speaks for the board in saying the that we were not addressed by a "mob" [as Barnstone implied] but a concerned group of people Raphael Renteria, KPFK - apologizes to Georgia, didn't intend put her on the spot today. There needs be a way to deal with the pain... [applause] Doug Barnett, KPFK LAB - doesn't know the people making demands, hasn't heard of the collective... ______,KPFK area - refutes Doug Spooner - hopes that we all get to know people that we don't know... Sunday schedule planning discussion etc... For Sunday: 9:30am: War programming 10:00am: Finance committee 12:00pm: Elections committee 1:00pm: Break 2:00pm: Race and Nationality committee ADJOURN 8:35 pm ----------- Editor's note: 11 hour day. Alot of hard work. Some things accomplished. Serious issues discussed. Last portion of meeting struggled along as we are all beat. People are in positive mood though. Re: bylaws - there were some serious issues with this draft. They really needed to be fixed, and most of it was (!). The diverisity language will be dealt with, hopefully in a timely manner... Roger Manning, NYC

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