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Date: Fri, 18 Apr 2003 14:42:56 -0700
From: Carol Spooner
Subject: DRAFT Minutes - 4/18/03 iPNB meeting re Bylaws

[DRAFT] MINUTES

Special Meeting of Interim Pacifica Foundation Board of Directors Regarding Bylaws

April 18, 2003
Telephone Conference commencing 3 PM Eastern Time

Fourteen Board Members present constituting a quorum: Teresa Allen, Marion Barry, George Barnstone, Pete Bramson, Janice K. Bryant, Leslie Cagan, James Ferguson, Dave Fertig, Ray Laforest, Bert Lee, Rob Robinson, Charles Smith, Carol Spooner, Jabari Zakiya

Also present: Ted Weisgal, Parliamentarian

Board Members Absent: Dick Gregory

Discussion of Amendments to the Articles of Incorporation was tabled due to legal issue raised by Fertig that the current LAB members are the current members of the Foundation whose approval of amendments to the Articles would be required.

Motion by Spooner, seconded by Bramson, to set up legal defense fund for Bylaws
Failed
5 Yes - Barnstone, Bramson, Cagan, Fertig, Spooner
7 No - Barry, Bryant, Ferguson, Laforest, Robinson, Smith, Zakiya
1 Abstention - Allen
(Lee had not yet joined the call)

Motion by Barry, seconded by Lee:

That the bylaws be sent back to the bylaws diversity language committee for 14-21 days; that the committee shall submit its report(s) to the full board no later than May 9, 2003; that the committee report(s) shall include specific bylaws language in the form of revisions to "DRAFT B" of the bylaws that can be put to a vote by the board; that the committee may submit majority and minority reports so long as they are presented to the board with specific language in the form of amendments to "DRAFT B"; and that they shall obtain legal advice that shall be submitted to the board in the form of written opinion(s) by the lawyer(s) they consult concerning any legal issues raised by the approach taken to "diversity" in the bylaws drafts they present (including any minority reports); and that the interim board of directors shall reconvene on Tuesday, May 20th, at 3 PM Eastern time to vote up or down to adopt or reject the bylaws draft(s) presented by the committee.
Passed
12 Yes - Barry, Barnstone, Bramson, Bryant, Cagan, Fertig, Ferguson, Laforest, Lee, Smith, Spooner, Robinson
2 No - Allen, Zakiya

The board reviewed and confirmed that the members of the Diversity Language Committee are: for KPFA -- Susan daSilva, Willie Ratcliffe and Joy Moore; for KPFK -- Dave Fertig, Lydia Brason and Norma Vega; for KPFT -- Teresa Allen, Diallo Kantambu and Deb Shafto; for WBAI -- Ray Laforest, Miguel Maldonado, Mimi Rosenberg, and Sheila Hamanaka; and for WPFW -- Marion Barry, Fahima Sec, and Acie Byrd. Ray Laforest is the Chair of the Committee. Bert Lee (or any iPNB member) may join the committee conference calls as non-voting participants. Ray Laforest will act as the point person in obtaining legal advice for the committee and he will report back to the board as to who will act as legal counsel as soon as possible.

Respectfully submitted,
Carol Spooner
Secretary, Pacifica Foundation

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• Current Pacifica bylaw drafts
• unofficial meeting notes