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Pacifica National Board Meeting Notes
June 4-6, 2004

These are not official minutes.
Official PNB minutes posted at pacifica.org
Very Rough notes. To be refined.
[ temporary time references refer to audio files at www.kpftx.org ]
- Written by Roger Manning, wbai.net editor

Statements and documents to be entered into the record below notes

June 4 - 6, 2004
Doubletree Allen Center. 400 Dallas St.
Houston, TX
[ Info for the meeting ]

Directors present:
Dave Adelson, Teresa Allen, Henry Cooper, Marty Durlin, Samuel Kiteka, Sonali Kolhatkar, Ray Laforest, Ambrose I. Lane, Sr., Miguel Maldonado, Roger Manning, Kalonji T. Olusagun, Sarv Randhawa, Mark Roberts, Julie Rodriguez, Gerald Sanders, Vicki Santa, Wendy Schroell, Zarinah Shakir, Alice Shields, Carol Spooner, William Walker, Donna Jo Warren

Also present as officers of the Pacifica Foundation:

Dan Coughlin -Executive Director(ED), Lonnie Hicks Chief Financial Officer(CFO)

Meeting convened by PNB Chair, Marty Durlin.

Minutes take by PNB Secretary Roger Manning

The full meeting was webcast by www.kpftx.org


Friday, June 4

6:30pm convene
1. Meeting convened by PNB Chair, Marty Durlin :10
2. Approve agenda :20
3. Approve previous meeting minutes :15
4. RESOLUTION: Scrivener's Error :05
5. Public Comment, Part 1 - Comments limited to two minutes per person. :60
10 minute break
6. Committee Reports, Part 1:
- Finance Committee Report & Treasurer's Report from Chair Mark Roberts :15
- Resolution on WBAI bank signing/Resolution on Schwab (5 minutes)
- Resolution on legal consultations by board members and LSB delegates (30 minutes)
- Resolution on salary disclosure (30 minutes)
9:50 pm - Adjourn for the evening

Saturday, June 5
9:00 am - Meeting reconvenes
8. Committee Reports, part 2:
- Coordinating Committee Report by Marty Durlin, Chair :05
- Elections Committee Report submitted by Carolyn Birden, Chair. RESOLUTIONS :35
- Governance Committee :05 (The governance committee has not been convened; Chair will appoint another convenor.)
- Technical Committee Report by Dave Adelson, Chair :10
- Programming Committee :05
(The programming committee has not been convened; Chair will appoint another convenor.)
- Audit Committee Report :10
- Committees of Inclusion Report :10
9. Report from Executive Director Dan Coughlin, including information on First Voices, FSRN, Pacifica's elections programming, Pacifica World-Wide/Short-Wave and Internet Radio :35 Q&A 1:10
Lunch 1:15
10. Public Comment, Part 2 :60
11. Report from CFO, Lonnie Hicks :20 Q&A :30
10 minute break
12. Reports from Station Managers and Archives Director (10-minute reports, followed by 10 minutes of Q&A) 1:20
15 minute break
13. Reports from LSB chairs (5 minutes each, 10 minutes Q&A) 1:15
7 pm - Adjourn for the evening
9 pm - midnight - Solar Grooves live remote broadcast from Dean's Credit Clothing

Sunday, June 6
14. 9:00am - convene Executive Session - Report on legal matters :60
Convene public session 10:00am
15. Public Comment, part 3 (2 minutes each, please) :45
16. Revisit documents policy. Continue with coordinating committee system? :15
15 minute break
17. RESOLUTION (Donna) : 15
18. Code of Conduct for Staff and PNB Discussion :15
19. FY05 Budget, Network Priorities - Discussion of presentations by CFO and ED 1:15
20. Discussion of next meeting time/place :15
21. Unfinished Business, New Business :15
1:30 pm – Adjourn

Convene - 6:40 pm

Meeting convened by PNB Chair, Marty Durlin

Chair Durlin thanks KPFT crews, Executive Assistant for work on this meeting **

Chair Durlin Approve agenda

Motion to approve agenda by Shields

PASSES with no objections

3. Approve previous meeting minutes **

MOTION by Spooner to approve minutes of April 28, 2004 Special PNB meeting

Motion to amend by Santa to enter "Santa not present" into minutes - no objection

Motion to amend by Spooner to amend "Vote on Spooner motion" to read ''Vote on Adelson proposal"- No objection

April 28 minutes approved as amended without objection

MOTION by Spooner to to approve confidential minutes of March 14 executive session

Approved with no objection

Secretary Manning advises that the minutes of the Berkeley March 12-14 public meeting have since been revised but only to correct spelling errors.

MOTION by Spooner to minutes of Berkeley March 12-14 regular meeting with the understanding that spelling errors have been corrected and will part of the minutes that we are approving.

No objection


4. RESOLUTION: Scrivener's Error

MOTION by Manning:

Be it resolved:
That in order to correct the scrivener's error in the Pacifica Bylaws in ARTICLE EIGHT OTHER COMMITTEES OF THE BOARD OF DIRECTORS, SECTION 5. MEETINGS AND ACTIONS OF COMMITTEES as reported by the Pacifica legal council, the following:

"Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 of these Bylaws with such changes in the context of those sections as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined by resolution of the Board as well as the committee. "

Shall be changed to read:

"Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 6 of these Bylaws with such changes in the context of those sections as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined by resolution of the Board as well as the committee. "

And that published copies of the bylaws on the Pacifica websites and elsewhere be updated.

PASSES without objection

5. Public Comment, Part 1 - Comments limited to two minutes per person.

Comments from various Pacifica listeners, staff and LSB members

Comments from Ted Wiesgal
- Melinda , KPFT– elections cmte in Houston. against write-in candiates

-Ted Wiesgal- asks for comments to be in the record…..** concerning his dismissal as Pacifica parlimentarian and certain actions of the interim Pacifica National Board
- Edwin Johnston – offers to supply materials on Pacifica history
- Ken Freeland – has had parlimentary concerns on KPFT LSB, will be addressed during this meeting? Manning -
- Steve Brown, WBAI LAB - Supports facilitating more office space for archives
- Jane Jackson, KPFA - how will C.O.I.s coordinate? Supports membership requirements that are inclusive and condusive for prisonors. Please conform to disabilities act re: accessiblitly
- Riva Enteen, KPFA LSB chair – Thinks there could be better approach to elections coverage than gavel to gavel coverage.
- Donna McWaters, KPFT – thanks board selection of chair
- Tom King, KPFT – urges stations to pull in listeners and educate them on issues before the election.
- Muntu Masemiela, WBAI – what is PNB and national office responsibility with regard to fundraising?
- Michael Woodson, KPFT – talks about the Pacifica mission statement , feels that KPFT progrmming falls short with regard to the mission. Alter the practice or the mission
- Ted Wiesgal continues … bylaws should have been defeated
- Mike Martin, KPFT LSB Chair – welcomes PNB to Houston

MOTION by Allen to allow another 20 minutes of public.

SUBSTITUTE MOTION by Schroell to have additional public comment at end of evening if time.

Question called – passes

Schroell Motion PASSES

10 minute break [ waived ]

6. Committee Reports, Part 1:
Finance Committee Report & Treasurer's Report from Committee Chair Mark Roberts **
Finance committee has been focusing on the budget. Finance information is being posted on pacifica.org. LSB finance committee activity/GM relations are going well. National finance committee plans to receive input from the LSB finance committees on the budget. Goes over proposals from PNB Finance committee: To approve a procedure for information requests; budget approval ; a breakdown of legal expenses; request for breakdown of legal debt retirement. Will be reviewing FY05 budget., particularly governance expenses – elections, conference call costs, board training, board travel, standing committee expenses; financial impact statement requirement; and issues with the archives. Suggests getting more information before approving proposals. Strategic planning and development is important.

Q&A: **
- Laforest – about amount on item 3? A: Typo item 2 There is


MOTION by Roberts:
In recognition of the absolute right of Directors to inspect Foundation records, as outlined in the by-laws, and with full acknowledgment of the fiduciary obligations of Directors to the Foundation, the Pacifica National Board hereby affirms the access privileges of Directors to all records, including sensitive personnel, head-count, and salary information, upon request.  Information marked confidential will be treated accordingly.


** pnb040604b.mp3 12:00

Discussion: Coughlin – has been quite a bit of discussion… reiterates points from his earlier memo ** regarding problems with personal information. Unions oppose salary information to directors. Shields – the committee has taken theED's concerns and legal advice into consideration in forming this motion

Hicks – the bylaws are too broad on director's rights to information. Medical info ect don't qualify, there are other solutions. Roberts – the policy has been carefully written and addresses privacy concerns. Salary is key to budget process. Point of information by Randhawa – has resolution been reviewed by legal?

Adelson – concerned that the motion doesn’t do enough. Liability rest the board, therefore

MOTION to amend by Adelson to amend the motion to instruct the ED to comply as soon as possible the information request regarding salary information that has been passe by the Finance committee

Sanders – supports motion. Information is essential

MOTION by Spooner to rule Adelson amendment out of order. Chair rules amendment out of order

MOTION by Laforest to table Roberts motion until obtaining legal advice

4 yes, 16 no FAILS

discussion continues - Manning people at Pacifica currently have access to all this information. There is always someone who will access. The directors are included in who this is at Pacifica and they are just as legally bound to privacy regulations as any currently having access.

MOTION to amend by Walker strike to "sensitive personnel" from the resolution
Spooner – PNB is the has fiduciary responsibility, may need that information. Rights needs to unconditional. Roberts – striking these words may be good.

question called – PASSES 16 yes, 2 no


MOTION to amend by Walker

14 yes, 6 no PASSES

question called on main motion - PASSES 18 yes

MOTION by Spooner for role call vote on main motion - PASSES with no objection

MOTION by Roberts as ammended:
In recognition of the absolute right of Directors to inspect Foundation records, as outlined in the by-laws, and with full acknowledgment of the fiduciary obligations of Directors to the Foundation, the Pacifica National Board hereby affirms the access privileges of Directors to all records, including, head-count, and salary information, upon request.  Information marked confidential will be treated accordingly.

Role call vote on Roberts motion:
Adelson - y
Allen - y
Cooper - y
Durlin -
Kiteka -y
Kolhatkar - y
Laforest - n
Lane -y
Maldonado -y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez n
Santa - y
Sanders - y
Schroell -y
Shakir - y
Shields - y
Spooner - y
Walker - y
Warren –y

PASSES 19 yes, 2 no

pnb040604b.mp3 47:44

Point of personal privelege by Executive Director. For the record Executive Director Coughlin positively disavows the motion on behalf of the Executive Director and the Chief Financial Officer. But also on behalf of the staff, the board has spoken on this issue and while we've had disagreements on it, on behalf of the senior staff and staff throughout the network that they will fully comply with this resolution and completely respect the wishes of the board. It's very important for the future of the foundation, that that even though there has been disagreement on some of these issues, once the board has spoken that the staff fully comply and implement the boards resolution. The board will have the full support of the staff in the implementation of this resolution

Walker - supports getting legal advice regarding conflict of interest with directors who come from staff having access to confidential staff information.

MOTION by Roberts:

In recognition of the by-law requirements for Local Station Board (LSB) approval of local station budgets, and in deference to the sensitive nature of salary information, the Pacifica National Board hereby authorizes the Treasurer of each LSB to have access, as per their membership on the National Finance Committee, to all salary and head-count information for their respective local stations.  However, when preparing a salary and head-count report for their local finance committees and the Local Station Board, the Treasurer WILL NOT disclose the exact salary figures for any employees, but rather will include a range of no more than $7000 (i.e., a salary of $31,000 will be listed as $27,500-$34,500).  Names of individual employees will not be included in any report, and all positions will be identified by title.

MOTION to Amend by Randhawa that "will not disclose" be changed to "shall not disclose" and

"names of individual employees will not" be changed to " names of individual employees shall not"
PASSES with no objection

MOTION to Amend by Adelson to lower range reference from $7000 to $3000

Offer to withdraw motion – out of order as the motion has been seconded.


Discussion regarding LSB access to the salary information

**pnb040604b.mp3 64:30

Point of order by Manning that discussion is straying from motion to amend on the floor.

More discussion on the range issue and **

Santa - the issue is that the foundation in order to heal needs this transparency. WMNF publishes salary ranges… there is executive**


question called – PASSES

Motion on Adelson amendment PASSES

12 yes, 5 no


Question called - PASSES

Roberts motion as ammended:

In recognition of the by-law requirements for Local Station Board (LSB) approval of local station budgets, and in deference to the sensitive nature of salary information, the Pacifica National Board hereby authorizes the Treasurer of each LSB to have access, as per their membership on the National Finance Committee, to all salary and head-count information for their respective local stations.  However, when preparing a salary and head-count report for their local finance committees and the Local Station Board, the Treasurer SHALL NOT disclose the exact salary figures for any employees, but rather will include a range of no more than $3000 (i.e., a salary of $31,000 will be listed as $29,500-$32,500).  Names of individual employees shall not be included in any report, and all positions will be identified by title.

MOTION by Kiteka for role call vote on Roberts motion - PASSES 13 yes, 2 no

Vote on Roberts motion

Adelson -y
Allen - y
Cooper - y
Durlin -
Kiteka -n
Kolhatkar - y
Laforest - n
Lane -y
Maldonado -y
Manning - y
Olusagun - y
Randhawa - n
Roberts - y
Rodriguez - n
Santa - y
Sanders - y
Schroell -y
Shakir - y
Shields - y
Spooner - y
Walker - n
Warren - y

PASSES 16 yes, 5 no

** pnb040604c.mp3 12:30

MOTION by Roberts :

Before an annual budget for the Pacifica Foundation can be adopted by the Pacifica National Board, a majority vote recommending adoption must be passed by the National Finance Committee.


pnb040604c.mp3 14:20

MOTION to amend by Spooner

Before an annual budget for the Pacifica Foundation can be adopted by the Pacifica National Board, it must receive a recommendation from the National Finance Committee either to approve or disapprove the budget.

Spooner - The bylaws require that the finance committee to give it's recommendation to the board before it's votes

**** pnb040604c.mp3 16:00? discussion

SUBSTITUTE MOTION to Spooner Amendment by Olusagun that the National Finance Committee must submit it's recommendation prior to the adoption of the annual budget for the Pacifica Foundation

question called - 18 yes, 2 no

Olusagun substitute motion PASSES

11 yes, 7 no

**** pnb040604c.mp3 35:00?

MOTION to amend by Olusagun that failing submission, the board may fulfill it's fiduciary obligation… - Not seconded

MOTION by Adelson to table main motion as ammended until next PNB regular meeting.

Discussion - clarification.

Point of order by Manning that the Olusagun substitute motion refers to Spooner's motion to amend the main (Roberts) motion and that Adelson's motion to table applies to the main motion.

Chair rules that this is the case

MOTION to table by Adelson PASSES

11 yes, 8 no


(7. RESOLUTIONS continued)

Resolutions to approve WBAI bank signing authorization and Schwab share processing authorization

** pnb040604c.mp3 38:00

Executive director explains 2 documents to be approved

Question called by Allen - PASSES 16 yes, 1 no

MOTION presented by the ED to approve that Schwab share transfer authorization shall be assigned to the ED and CFO
PASSES - 14 yes, none opposed

MOTION presented by the ED to approve WBAI Bank of New York check signing authorization to assigned to the ED, CF0, WBAI GM and WBAI Development director Denise Hayes

PASSES 18 yes, none opposed


MOTION by Kiteka for 15 minutes of additional public comment


16 yes, 1 no

PUBLIC COMMENT (continued)

** pnb040604d.mp3 1:17
- Deb Shafto – concerned that PNB governance committee hasn't met yet.
- Willie Thompson, KPFA – Speaks to tensions at KPFA due to LSB resolutions on programming requiring GM to act. Request written statement be entered into the record regarding recent LSB decisions
- Jane jackson – budget for
- Michael – concerned with pre-empting good programming with simply basic gavel to gavel elections coverage
- Edwin Johnston, KPFT – agrees. Should having "picket to picket" coverage instead
- Ted Wiesgal, KPFT – supports station authorizing, producing editorials. What is policy? ** Coughlin comments: hasn’t been an issue at national, resolution
- Riva Enteen, KPFA LSB chair – about KPFA GM reading union letter during public session of S

MOTION by to adjourn - PASSES

9:50 pm - Adjourn for the evening



9:10 am - Meeting reconvenes

Chair Durlin temporarily turns over chairing of meeting to Vice Chair Cooper

8. Committee Reports, part 2:

Coordinating Committee Report by Marty Durlin, Chair **

The Coordinating Committee has met 3 times. Has handled 5 information request par the approved policy.

Adelson - goes over requests thus far and status.

MOTION by Cooper that the PNB Coordinating Committee take up the issue of logistics of distribution of notices and materials to be considered by directors

PASSES by no objection

Point of order by Walker that chair should entertain motions rather than make motions.

Accepted by presiding chair [Vice Chair Cooper].

Discussion on logistics of information dissemination from staff to board

** pnb040605a.mp3 17:30

Elections Committee Report submitted by Kalonji T. Olusagun (for Carolyn Birden, Chair)

** pnb040605a.mp3 25:22

12 Resolutions from Elections Review committee read by Olusagun:

RESOLVED: That the Board of Directors adopts the following policies governing the conduct of Pacifica Delegate Elections:

1. That the National Elections Supervisor shall have full independent authority to supervise all aspects of the elections, and to direct national and station management and staff, as necessary, as well as the Local Elections Supervisors, to insure that fair elections are conducted in compliance with the requirements of the bylaws.

2. That the National Elections Supervisor shall designate a secure independent audit procedure to verify member database accuracy in compliance with the bylaws, and shall supervise the updating of the subscribers and donors lists, as well as the paid and unpaid staff lists, at each station, to ensure that the membership rolls meet the requirements of the bylaws. The Local Elections Supervisors and local station management and staff shall work under the direction of the National Elections Supervisor to ensure that the membership lists are as accurate and current as possible.

3. That we request of each station that at least once a year in any year in

which there is an election, no later than July 31st, the station include an

official request for address correction in a regular mailing.

4. That the policy of the Pacifica Foundation is that any unpaid staff "bargaining unit" organization or union that is "recognized" by the station management must include all volunteer/unpaid staff who have worked at least 30 hours in the previous 3 months on the production of any radio program produced for the station.

In computing unpaid staff production time, 9 hours of preparation time per person shall be computed for each hour of airtime.

A paid-staff employee of the station shall be the volunteer supervisor who will create and be responsible for written assignments for each volunteer, giving the date, time and location of the work done, and including the signature of the supervisor attesting to the work completed. Where programs are produced by a collective or group of persons, the collective or group must submit a roster of persons working on each program to the station manager and the unpaid staff organization as well as the supervisor of volunteers; these records may be validated by the Elections Supervisor in determining eligibility to vote as a "staff member."

5. That the National and Local Elections Supervisors' contracts shall include a requirement that written reports be submitted to the National Board of Directors by the National Elections Supervisor and each Local Elections Supervisor at the conclusion of the elections concerning the conduct of the elections, and that they ship the ballots to the Pacifica national office for safekeeping at the conclusion of the elections.

6. That the election supervisors are directed to enforce the Fair Campaign Provisions in a timely manner, determining sanctions within a few days of infractions. In addition, when dealing with a serious infraction that the perpetrator knew, or should have known, was not allowed, it is better to err on the side of strictness, so as to discourage other would-be infringers. When dealing with minor or possibly inadvertent infractions, it is better to err on the side of leniency. When a complaint is filed, the Local Elections Supervisor should promptly notify the candidate, investigate the facts, render a decision, and notify all concerned in writing.

7. That the National Elections supervisor shall notify the board of directors and the local board of the station concerned by confidential memorandum of any staff or management disciplinary decisions made, as well as any difficulties encountered concerning staff or management with regard to enforcement of the fair elections provisions.

8. That the ballots shall be mailed to the members with identifying PIN numbers printed on them, as required by the bylaws, and that a secure list showing the PIN number assigned to each member shall be kept by the National Elections Supervisor so that ballots reported lost or missing can be voided and replaced. To insure the secrecy of the ballot, ballots shall be returned in a double-blind system, within a sealed unmarked envelope further enclosed in a return envelope marked with an identifying PIN number; the list of members' PIN numbers shall be retained for a period of one year in a sealed container in the Archives and released only to Pacifica's attorneys upon the direction of the Pacifica National Board, after which it shall be destroyed.

9. That the mailing of the ballots shall be accompanied by a request for contributions, and any contributions received from this mailing shall be allocated by the stations to help offset the costs of the elections if not otherwise covered.

10. That election booklets include voluntarily-provided information about the ethnic/racial/gender identity, sexual orientation and disability status of candidates.

11. That the final ballot database of the last elections, and all future elections, be made available to the public for inspection and analysis.

12. That the Local and National Elections Supervisors shall develop policies, in consultation with the Executive Director and station managers, for approval by the National Board at the September Board meeting, setting forth detailed expectations of staff and management behavior with regard to the elections and setting forth disciplinary procedures that may be utilized by the elections supervisors to enforce the fair campaign provisions of the bylaws. This policy shall require staff and management to maintain a "hands-off" attitude towards the listener elections, including not mentioning the names of any candidates (or slates of candidates) except in a neutral manner as part of an election supervisor approved candidate program, and shall also prohibit any listener candidate from appearing or being mentioned on the air on any program at any station where s/he is a candidate following the close of nominations, except as part of an election supervisor approved candidate program.

MOTION by Lane to accept the 12 resolutions

**pnb040605a.mp3 38:00

Coughlin – last year elections was a large effort taking up resources. Has not seen the Proposals until now. Some of the proposals are not practical.


Kolhatkar – appreciate the intent, but elections were big strain on station. Shields – impress with tone and detail, but items need to be budgeted. Computer tasks – need to recruit volunteer help from Universties.

Suggest approval of resolutions pending reseaching financing. Adelson – when do these need to implemented to be in time? Questions write-in provision. Maldonado – work and improvement to be done. Santa – appreciates the committee’s work. Concrend

** pnb040605a.mp3 50:00

Manning points out that ED does not break down specifics when giving costs of elections and fails to mention specific contributions made for election - 18k at WBAI.

MOTION to amend by Manning to strike item 4 and send back to committee for refinement

Discussion . Manning - it's been pointed out by WBAI unpaid staff that bargaining units need to be consulted and other flaws in item 4.

Miguel – objects the issues need **

SUBSTITUTE MOTION to Manning amendment by Shields to not strike item 4, but approve it pending approval of unpaid staff bargaining unit mentioned


MOTION by Durlin to Table main motion of approving the 12 elections committee resolution until 2 weeks when a special PNB meeting will be held to consider these elections recommendations.

12 yes, 8 no

MOTION by Spooner that the ED and CFO provide the board a cost analysis [of the Elections Review committee proposals] 5 days prior to the special meeting


12 yes, 6 no - PASSES

MOTION to AMEND by Walker each staff member involved with the elections be interviewed by the National Elections Review committee and that the PNB encourage the elections committee to meet before the PNB special meeting on elections.

ORDERS of the Day called by Adelson , then withdrawn to permit people to speak.

Discussion **pnb040605b.mp3 8:35

Kiteka - would like to see more time put into these proposals, particularly with regard to addresses questions on the vote counting software. Olusagun – the Elections Review committee reports does address many of the issues being raised. The report goes a long way to resolving problems and making large step forward and shouldn't be started all over again. Laforest supports the spirit of Walker motion, but practical at this time.

Question called by Adelson on all pending motions - PASSES 17 yes, 2 no

Walker Motion to amend FAILS

1 yes, 17 no

MOTION by Walker for role call vote on Spooner motion 16 yes, 1no

Adelson -n
Allen - y
Cooper -
Durlin - y
Kiteka -n
Kolhatkar - y
Laforest - n
Lane -y
Maldonado -y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Santa - n
Sanders -
Schroell -
Shakir -
Shields - y
Spooner - n
Walker - n
Warren –y
Spooner motion PASSES
12 yes , 6 no

Governance Committee Report
Convener Lane reports that the Governance committee has not yet met, but be will convened next week.

**pnb040605b.mp3 23:00

MOTON by Adelson

1) That the PNB Governance Committee shall develop a policy regarding preview of and/or approval of contracts developed by and/or entered into by Pacifica Foundation or any of its stations/units, to be presented for Board consideration at the next regularly scheduled meeting of the Pacifica Foundation Board of Directors.

2) That in the interim period prior to the development and approval of such a policy, the Executive Director, CFO or station General Manager, as relevant, shall inform the Board of Directors of 1) the intent to develop, establish or enter into new contracts, and 2) shall provide the Board with a copy of the contract to be established or entered into not less that 14 days prior to taking action on it. Where it is not possible to provide 14 days advance, the contract shall be provided to the Board as soon as possible, accompanied by an explanation of why 14 days advance notice was not possible. Note: this policy is not intended to apply to the signing of contracts with new contractors, (e.g. the hiring of new personnel) using standard contracts of long-standing use within the Foundation, or to contracts for incidental items.

3) The mechanism of informing the Board of Directors will be the standard practice via email and writing.

**pnb040605b.mp3 25:00

Discussion. Allen - is this referring to sub-contractors? Supports specifying dollar amount threshold. Adelson - incidental items and existing types of contracts aren't referred to by this motion. Kolhaktar - PNB needs to be informed regarding major contracts. Threshold might be appropriate. Suggested dollar amount threshold in part 2 desired. Some desire to table. Spooner - the motion only addresses getting information to the board, not approving contracts.

MOTION by Kiteka to table until next PNB meeting in September.

7 yes, 13 no FAILS

Orders of the day called by Spooner. [Not ruled on by chair]

Question called by Spooner on Adelson motion 7 yes, 11 no FAILS

**pnb040605b.mp3 35:00

Maldonado – ask ED's opinion. **pnb040605b.mp3 37:00 Coughlin - Motion is somewhat redundant of Finance committee.

**pnb040605b.mp3 39:00

New motion by Warren that the comments be made to the appropriate committee for consideration - ruled out of order.



MOTION to amend by Durlin to insert "more than $10, 000" in the first paragraph of Adelson motion between the words "contracts" and "developed."

Discussion. Shakir - concerned above making directives to the governance committee which has yet to meet. Lane - this is only a referral to the governance committee and the setting up an interim policy.

Question called on all pending questions by Adelson - PASSES 20 yes

MOTION to amend by Durlin FAILS

6 yes, 12 no

Role call vote requested by Adelson on Adelson motion PASSES 16 yes, none opposed

Vote on Adelson motion:

Adelson - y
Allen - y
Cooper -
Durlin - y
Kiteka -y
Kolhatkar - y
Laforest - y
Lane -y
Maldonado -y
Manning - y
Olusagun - y
Randhawa - y
Roberts - y
Rodriguez - y
Santa - y
Sanders - y
Schroell -y
Shakir - n
Shields - y
Spooner - y
Walker - n
Warren –y

Adelson motion PASSES 19 yes, 2 no

pnb040605c.mp3 00:15

Technical Committee Report by Dave Adelson, Committee Chair

Technical Committee meeting was fun and productive. Formed 4 working groups addressing technology related to: foundation infrastructure and information technology; to broadcasting; content distribution from producers; and content delivery to listeners. The role of the committee is to inform the board on emerging technologies. The committee discussed digital conversion and the "Audio Port" project (for distributing Pacifica program audio via the web). - CD made with reports from Otis Maclay (kpftx.org) and Pete Korakis (pacifica.org). Also on CD a report that says that the value of digital broadcasting is questionable, Technical Committee is researching. The committee is outreaching to tech minded staff and listeners to participate. Tech committee used free conference call service for our meeting . This could save 75% of 30k a year for all PNB committees conference calls. Would also allow non-web people to listen.

** pnb040605c.mp3 5:00

Questions: Walker - perhaps a development or tech committee issue - would like to look into capitol campaign to look into digitizing studios at the stations like at KPFK, would like to develop long range plan. Maldonado – supports studying tech impact on poorer communities, immigrant communities. Roberts - concerned with uneven development of the station websites - audio, e-commerce. Supports creating a standard.

Chair moves agenda.

Audit Committee Report

Allen – Committee has not yet had not convened. FYO4 audit on pacifica.org. Now have "management letter" from auditor as requested at last PNB meeting, so will be convening soon. Plugs Grassroots Radio conference. Purpose of committee is to review the annual network audit with the auditor and the staff, present results to the PNB and to review and engage potential auditors.

Roberts - what like competitiveness of audit fee to be investigated

Programming Committee

Convener Laforest has not been able to convene. Donna Warren will now serve as convener.

Sanders - wants to know if he is on the programming committee. Discussion.

Committees of Inclusion Report by Miguel Maldonado.

Not yet convened nationally, but some there has been some meetings of local C.O.I.s. Directors are Cooper, Maldonado, Rodriguez, Olusagun, Randhawa. WPFW has had 4 meetings so far.

Cooper returns chairing to Durlin

** pnb040605d.mp3 00:00

9. Report from Executive Director Dan Coughlin, including information on First Voices, FSRN, Pacifica's elections programming, Pacifica World-Wide/Short-Wave and Internet Radio
[** see writen report]

ED thanks meeting organizers. ED reviews Arbitron (ratings) data. (Points out that data is flawed) No data for 2000, 2001. Pacifica 2003 total market figures consistently up compared to 1998. Adelson points out that results depend on analysis approach. Some figures regarding racial makeup of station audiences – Asians not polled. Compares Arbitron audience composition figures with census data for each area. **For example WBAI Arbitron: Hispanic 16%, Black 33%, non POC 51% – census:18%, 18%, 64%,

Santa – at WMNF one listener having an Arbitron rating book can create a large spike, they compare data over several books – a lot of people left out of Arbitron. The data shows radio as a whole in the U.S. is declining. Durlin – while overall is down, public radio is up. ED confirms.Audience is older. The challenge is to keep Pacifica viable in all this.

Goes over innititives

- digital training

- Pacifica world wide – short wave radio proposal [** see proposal]

Keys to Pacifica’s multimedia future
- aggressive internet strategy to increase web traffic
- top of hour headline service
- strengthen archives
- fist voice training program
- diversity
- satellite programming
- short wave radio partnership with Radio for Peace International
- digitizing facilitaties
- physical plant maintenance

Shows KPFA stream audience data – PNB people point out that figures are being presented in such a way as to give impression of more than is. Internet Radio streaming trends – **

** pnb040605e.mp3 00:00

Show First Voices Apprenticeship program video presentation. Diverse, empowers people to use their own voice. 18 month in 3 phases from learning production to becoming mentors. Training program incorporated in the station’s daily life. The 3 phases overlap and operate simultaneously. Requires making a commitment. Contributes to fulfilling Pacifica mission. Addresses the future.

Norman Jayo, First Voices director – talks about apprenticeship program . It’s more than a training program – it’s program on diversity - was designed to help over come Pacificia’s diversity shortcomings. Thanks the current Pacifica for embracing the program – the first time in the 20 yr program history. The training time can be reduced, but the diversity work takes longer. Back in the 70’s a low percentage of POC trainees were able to get on air, so they took initiative to start this program. Inner generation solution of FV is the solution to rise above exclusion. Not a training program, but a cultural transformation. Airtime turf is half the crisis at Pacifica – digital technology will help make room. Radio declined with television, now with the new technologies. Talks about diversity and freedom to be part of this dream.

Q&A: Roberts – Re:FV about the logistics to make FV a model nationally. ED – would like to cover during budget report. Trying to raise funds through foundations. Roberts – how does participation filter down to the local level? Kiteka – concerned with digital divide, supports spending more on tech that will reach disempowered communities. NJ – working on it. Don Rojas (WBAI GM) – digital divide decreasing according to statistics – predicts parity in around 5 years. Pacifica needs to part of the vanguard digitally.

Kiteka – what is done with van/outreeach A; not much. Kolhatkar – 18 months is long, took about a month for her to acquire skills. Do people get on air prior to 18th month? NJ – yes. Digital essential for making room. Kolhatkar – is there tangible proof of increased diversity of KPFA audiences? NJ – yes, Hard Knock Radio and other programs. K – concerned with graduates going elsewhere – NJ – this is important too. Laforest – what has been the issues with getting the program to other stations. NJ - Largely budgetary problems and focus on PNB elections and transition. Adelson – ED – new mediums with be how we fulfill mission. NJ – people will be moving to digital tech, because that’s where the world is going. Warren - breakdown of student work and time? Are they paid? A: aprox 20 hrs week. not paid.

Walker – when/how will things that are proposed actually move forward? ED- this is things being presented in preparation of considerations in FY05 budget. Cooper - Lane – about audio port? How would ED spend 50mil? ED- programs should have influence

** pnb040605f.mp3 10:40

Spooner – the finance committee alone cannot figure out the network's priorities. ** 12:35 Manning – feels optimistic that recent adversarial relations between management and boards will improve, but urges management public statements be less manipulative, more truthful.

MOTION by Kiteka to extend lunch break from 20 to 45 minutes FAILS yes 8, no 6

1:00pm Lunch break for 25 minutes

** pnb040605g.mp3 00:00

10. Public Comment, Part 2

- Robert Graham – feels that KPFT program committee process has been hijacked
- Ken Freeland, KPFT – KPFT LSB democratic and parliamentary process is flawed
- Jane Jackson, KPFA – Downstairs lounge was not accesible and staff were insensitive. She will file complaint on hotel.. Next PNB meeting must be fully accessible.
- Willie Thompson – Wants to submit Haiti resolutions**
- Randi Zimmerman,– Free Speech Radio News (FSRN) is doing all the things that Pacifica says they want to do and hopes to improve working relations with Pacifica.
- Shannon Young, FSRN – FSRN training manual on fsrn.org. Already funded by grants. All reporters paid, so they buy equipment. Average of 8 –10 on contributors on each broadcast, so much inclusion. Worker run collective with power sharing. Come to them with questions.
- Ted Wiesgal, KPFT – Asks PNB what to do when GM isn’t responsive to large number of people (supports DN moving to better time). Sites other issues. How to get seed money for folio? More planning time needed.**
- Edwin Johnston – where are the reports from the spy firm "Decision Strategies" that was hired by the old Pacifica board? Wants his personal file
- Patty Heffley – Veteran of Pacifica movement, pleased to see improved board. Thanks kpftx.org for webcasting and audio archive. Pacifica.org website falling short on publicizing PNB meeting. This part of transparency and openness. Urges better publicizing
- Deb Shafto , KPFT – re: parliamentary procedure on KPFT LSB – there has been a lot of delaying tactics, taking advantage of roberts rules
- Melinda Ilan-Dohn , KPFT – supportive of KPFT LSB chair.
- Steve Brown, WBAI – re: ED Arbitron report didn’t address statistics of actual subscribers. Supports surveys going out with ballots.

** pnb040605h.mp3 00:00

11. Report from CFO, Lonnie Hicks **

Goes over 6 month forecast - income and spending. Figures are affected seasonally. Volatile history of ups and downs. Finances change drive to drive. Projections are down, the bump of increased contributions due the Iraq war is over. April is rough month. 7.243 mil 6 month expenses. Health expenses is the fastest rising expense.Expenses down .7%. Salaries/benefits make up 51% of costs. Budgeted surplus is below needs by 300k.. Discuss solutions: monitor and reduce legal; off-air fundraising; monitor election expenses; grow revenue sources; expand base of network; reduce drive dependency syndrome. Asset endowment plans needed. Need: own spaces; increase the youth; develop our staff; scope of community involvement.

** pnb040605i.mp3 00:00

Q&A: Cooper – disagrees with approach Hicks to fundraising to rely less on listeners, we SHOULD rely on the listeners . Kolhatkar – reliance on listeners is considered a more stable fund source by other non-profits. Maldonado – proud to part of Pacifica – opposes surplus issue. Kiteka – agrees with need for endowment, would like to know more. What about WBAI swapping signals proposals? [protests from people in the room]CFO – **. Jim Bennent – before the last board, there was an endowment for all of the stations (3 mil). Walker – capital campaign needed for digitizing, access upgrades. Supports having PNB meetings in more creative places. Santa – agrees that paid staff needs better support, concerned that there be proper researching of alternative fundraising, **shouldn't be characterizing fundraising as budget. Roberts – audience development is critical, need to improve fulfillment rate. Concerned that we get actual results. Shields – supports concentrating on our reach to stations around U.S. prior to election. Sanders – difference between endowment and loan. Be careful about borrowing money from "the man" – should stay with the people. CFO – not to worry, no big loans. Spooner – would like detailed employee analysis to see who should get benefits. Figures on debt don’t quite add up. Where is accounting of pension accounting, may need an audit. Listener sponsorship our deepest value. Archive support from budget has decreased, should be brought back up to the 3% that had been allotted.CFO - ** Working with archive to develop marketing plan to affiliates. Plans in the works. Laforest – Pacifica is not practicing what they preach regarding treatment of employees. What are network fundraising trends? CFO ** – Air America is having an impact . Randhawa – look like to see Pacifica treatment of staff be a model for the nation. Our product is programming, where is the consultant money. Adleson – research re-subscription reasons; Santa – reads statistics on how they pay employees; Rodriguez – subscription to listener rate? ED- 10%

3:25 pm - 10 minute break

12. Reports from Station Managers and Archives Director
(10-minute reports, followed by 10 minutes of Q&A)

Duane Bradley, KPFT – Proud of KPFT directors. Successful fund drive goals and results. Local news has gone from 3 – 5 days weekly. Training continues. KPFT physical plant needs improvement – have bugeted ADA improvements. Talks about staffing. Membership department improving the database for the election. Morale is good at the station. QandA: Spooner – concerned about financial reserve at KPFT. Status of legal? DB – legal paid in advance. Lean budget, small paid staff, little more to cut. Roberts – how is relation between the station and LSB? DB – some transitional pain, but feels mostly good about it, is in progress. Shields – main aspirations for KPFT? DB – grow membership and funding and so as to be able to do more, and get better what we do. Adelson – how will conflict at KPFT over morning drive music programming and desire to move Democracy Now! (DN ) be resolved? DB 7-9am is Actually music and news, and DN is on at 10am. Working with C.O.I. to gather info for making such programming decisions. Maldonado – commends the long way Houston had come from the old board days. What is info on Latino listenership. DB- no hard statistics on listeners background, but Latino programs are bringing in new listeners and reaching fundraising goals.

Ron Pinchback, WPFW – Appreciates spirit of the new board at this meeting…has experienced many Pacifica boards. Props to the WPFW directors for work in D.C. WPFW continues to move foreword. Collective effort between management, staff, others. Outreach, new sustainable fund sources are priority.

Working on fund drive innovations. Had to extend and push harder to make last drive succeed. Station self evaluation planned – programming, LSB, . Building team, everyone is important. Adherence to mission and collective efforts are key to success. Q&A: Walker – can we streamline what is covered in survey? Supports external entity composing surveys in the interest of greater impartiality. RP – for now survey produced in house. Supports collaborations. Warren – plans for election coverage – cover Green party etc? RP: asside from nat’l coverage will generate local material – Verna Avery Brown producing "What’s at Stake." Roberts – investigating bringing WPFW programs into national? RP – yes, particularly on web. Laforest – what has happened with D.C. news bureau? RP – working with refining what FSRN does in D.C. Cooper – has inquired space for Latino programming at WPFW? RP – yes, possible and important. Working with some people to make programming that is truly relevant. Zarinah – what is criteria for accepting programming? What are pros and cons of acting as combined GM/PD? RP – against unilateral programming decisions – works with programming council. Only able to fill the 2 roles of PD and GM because of support from extremely capable volunteer staff. Shields – what work on membership database lists? What has developments director brought in? RP – development director has aided the on-air fund drives, no figures on other fundraising – also responsible for membership database – working hard on this. Olusagun – there will be coverage of both major conventions. DC radio coop with help increase people on ground in D.C. RP – commends D.C radio coop.

Eva Georgia, KPFK – Optimistic regarding LSB and station working relationship. Physical plant has had upgrades. New computers for staff, digital studio soon. Web development and stream improved and cost cut. Have conducted first wireless broadcast – this will facilitate going out into the community with broadcasts. Ad-hoc programming council worked well last year. New varied programming. Training program lacking. Working on cost cutting – phones, bank charges. Development still handled by GM – need to restructure development and tap into Hollywood celebrity community. Large increase in subscribers in recent years. Need to think about post-war fundraising and off air fundraising. Crucial to provide and organize benefits for staff, incentives, show of appreciation. Q&A: _____** - What is being done to increase Black male participation on LSB? EG – need to change some programming once programming council in place. Laforest – what is status of problem with other radio station interference? EG – plan to increase antennae height would cost 500k. Roberts – how did GM come up with benefit strategy? EG – worked with union and CFO. Randhawa – what is keeping from approaching celebrities? EG – not enough time, need to develop team to help. Shields – who organized approaching senior citizens for funds? ** Kolhatkar – commends GM for diverse staff. and Red Hot Chili peppers for donating computers. What are ADA developments? Temp workers? EG – getting help from disabled show staff on ADA needs for the station. Jobs need to be posted in next few months. Spooner – How did moving back last fund drive affect summer drive? EG – canceled summer minidrive, compensated elsewhere. Sanders – check out death penalty focus. **

Don Rojas, WBAI – Commends PNB for seriousness of effort. Thanks ED, CFO . WBAI has been going through a period of adjustment with elections and new board and governance structure. Challenge continues to convert listeners into donors. Current drive will end 200k short of goal. Series of mini drives

and cyberdays are planned this summer to make up for shortcoming. Plans for reporting on the Republican convention with Pacifica national and the Indypendent Media Center. Archiving effort starts soon. Arbitrons – increase of Latino listeners. Need to refocus on increasing listenership. WBAI programming is under much discussion. Much good and some bad programming. Props to NFCB award winners from WBAI and Pacifca. Q&A: Shields – what cost of video studio project? DR – funded fully by Manhattan Neighborhood Network [NYC cable access]. Walker – supports streamlining development across the network. DR – enthusiastic about new development director. Laforest – lets not forget volunteer contributions, what is being done to close gap between large listener and small donor base DR – no simple answer will be taken many approaches. Walker – asks about Arbitron figures. Why not move uptown?(cheaper) DR – NYC is 55% is POC, Arbitron show 50-50 ratio in WBAI listnership. Wall st. location was inherited, Investigating new sites. Midtown is actually cheaper that uptown these days. Roberts – asks about "best-of" WBAI premiums? DR – produced in house, cost effective, successful. Kiteka – props to Don, about web fundraising? DR – shopping cart has brought in 75k to date. Maldonado – props to last GM Valerie VanIsler.

Jim Bennet, KPFA – First PNB meeting he attended was in ’99. Closed meeting, the current PNB is a far cry from the earlier Pacifica. Is now realizing that now that we really have a home where ever we go in Pacifica. Appeals to PNB for patience and sympathy in the developing station etc. Feels that it is not possible to do all the work as well as should be done. Feels that he should help deal with relations and tensions between LSB and management. Structure is key. Will set up regular weekly meeting times with local board members. Fundraising has gone well recently. Transmitter project will be back online. Plugs tech retreat at upcoming Grassroots Radio Conference – first time Pacifica will making this kind of effort. Developing website. Increasing audio on site – archiving all programming on line. Plan to offer original web programming – good opportunity for developing programmers. Full Circle program involves apprenticeship program graduates. Youth programming also providing access and training. Q&A: Allen – appreciates station having a music library. Please comment about satellite operation? Apprentices connect with regular staff?** JB - there is contact between apprentices and staff. Spooner – thanks JB. What is being done to correct membership database? JB – a concern, not much info currently. Shields – about foundation grant for Full Circle? JB 40k split between 3 people. Kolhatar – what steps taken for staff safe guards? JB - union has process. Walker ** – DN move in morning slot, morning show use apprentices. Status of new transmitters? How work of ex management will be covered? Temp workers ** JB – translator construction still in progress, temp positions placed in budget. Kiteka – info on archiving? JB – mostly and issue of bandwidth., automatic program developed by KPFA webmistress . Adelson- supports open space **, programming orientated around subject rather than personalities.


Archives Director, Brian Deshaser - Staff of 7 at Archives. Much planning and work. A video documentary hosted by Amy Goodman covering elections back to 1936 to air in entirety on DN to kick off Pacifica elections coverage. Plays some video of Kerry Vietnam speech from Cspan with Pacifica credit. CSPAN had to come to Pacifica for the unedited audio. Asks stations not to use the term "archive" for audio storage on station sites, not technically accurate. Had received grants from NEA and Recording Academy to access archives situation. Space a prime concern. A panel went though catalog to prioritize 100 recordings for website. Second phase grants NEA 15 Recording Academy 39. Also need to archive Folios – digitize and make searchable. Marketing plan launched at NBCB conference - catalogs distibuted. Already successful - orders coming in. Before 2000, archive was little known. Q&A: Adelson - archive shouldn’t have to rely on selling, Pacifica should restore funding. ED – has made the Archive budget has increased 295 – 695 k. Archive not being shortchanged, it's only that funding source has changed. Spooner – why not hiring needed staff? Ask about production costs. BD – archives not secure enough to make proper commitment to new employees.** Kolhatkar – why have DN sales dropped off? BD – DN is now more independent, selling own materials, a number of reasons. Archives program not in budget. Roberts - **. Sanders – History is a weapon. Can there by a catalogue by catolgue ? BD – there already is on website. Lane – materials from WPFW were removed, are they accounted for? BD – stored but not yet catalogued



6:15 -5:32 pm - break

13. Reports from LSB chairs (5 minutes each, 10 minutes Q&A) 1:15

KFPK: Mike Martin,chair – Introduces KPFT LSB people in room. Board report is in packet. Much activity has been taken up with how to govern itself, becoming a board. Committee work is coming together. Plan to for a LAB with people from various local organizations. Q&A: Manning – Why haven't 2 of the standing committees formed in Feb that haven’t met yet? MM - LSB has been focused on other work. Adelson – relationship and communication between board and station? MM - looking to PNB for leadership and policy. Roberts – what are the C.O.I efforts regarding the lack of diversity at KPFT? MM – in progress. Walker – would like to see KPFT’s governance materials. Sanders – hearing good talk, but there needs to be real action regarding improving diversity at KPFT. Look to Black community for support when the FCC challenges come in. MM - KPFT needs to reach out to the POC communities, to be the initiator

KPFA : Riva Enteen chair – Talks about growing pains. Reports of the situation of LSB verses staff are not accurate – staff is not unilateral, variety of views. There’s a new tension with the democratization where the listeners now also get to have input – some staff aren’t used to this and some feel that listeners are unqualified for this. In the process of hiring a GM and PD. Has to work on come up with form to determine diverse. LSB show hasn’t happened yet, coming soon. LSB confirmed decision of program council decision amidst much resistance – perhaps an indication of the resistance to new system. Passed a budget. Investigating news issues – friction decreasing. Q&A: Maldonado – optimistic. Laforest – no Asians yet. KPFA news coverage of Haiti is peculiar RE – Yes, KPFA coverage doesn’t say that Aristede was kidnapped. Outreach – town hall meetings planned to be held in different neighborhoods, **local morning programming. Williams – disagrees that relationships between staff and board is getting better. LSB has been taking over staff roles – how can LSB build a partnership? RE – not all staff feels the same on issues. People need to believe that the station can be stronger than it is, then they will be more open to changes.. Sanders – supports LSB chair. Staff and listeners working together in the committees helps reduce conflicts. We need to increase inclusiveness.

WPFW: Ambrose Lane [ WPFW LSB Jim Brown chair not present] – Passed some conflict of interest resolutions. Looking for possible new site for the station. Committee work in progress. Q&A: Maldonado - Committee of Inclusion ? **Allen – looking forward to visiting WPFW. Spooner – why non-board treasurer? Is that working well? AL – yes. Kolhatkar – about conflict of interest policy AL – to prevent people from making decisions in the interest of getting airtime for themselves. Roberts – clarifies. ** Adelson - to review and make recommendations for programming

WBAI: Patty Heffley, secretary (WBAI LSB chair Bertold Rhiemers not present) – ** [report entered to record below as later requested by PNB ] Reads information from reports from LSB chair and GM. Four standing committees formed that mirror PNB committees that meet regularly. LSB has assisted specifically with new station location search, fundraising. WBAI current fund drive has fallen short even though extended. Forth exended fundraiser in a row - reads statistics. LSB Finance committee met recently with Pacifica national staff. to plan adjustments. ** Much talk of fund raising ideas. Management suggests each LSB member contibute $500. LSB members feel that Programming needs to be addressed as root of the problem. Q&A: Laforest – "contribute" or "generate" $500? PH - either. Roberts – maybe WBAI's 1.1mil fundraising goal is too much, that budget is beyond means. What is the number of paid staff ? PH not sure , around 30. Walker - is there facilities for the board to do suggested fundraising? PH - there has been fundraising efforts by LSB members - Gore Vidal promotion in the Nation, pitching, follow-up calls to increase fulfillment etc. There are concerns that fundraising demands on the LSB could get in the way of governance duties . Adelson – a retreat seems needed with staff/LSB Don Rojas , WBAI GM – interrupts out of order and objects to the spirit of the report PH – LSB had a retreat It is going to take some time for the stations to adjust . Hicks – was at WBAI finance meeting . Is not helpful to make political statements at these meetings [protests from room] Last week **


Spooner protest to chair that with Hicks violated decorum with the nature of his comment against Heffley.

KPFK: Julie Rodrigez and Sonali Kolhatkar (KPFK Don White not present) – LSB retreat planned – should be very helpful. Committee work in progress, Met with GM over policy issues. Passed resolution on Haiti. Kolhatkar – hands out information request. Reads Resolutions regarding Haiti **. Budget and Budget approval resolution read and referred to Finance committee. Fairly harmoniously relationship between LSB and K management.



7:35 pm - Adjourn for the evening


14. Executive Session - The National board met in executive session to discuss legal and personnel issues. Minutes of this portion of the meeting are kept separately and confidential.

Convene public session 11:10 am

Chair Durlin reviews agenda.


15. Public Comment, part 3

Melinda Iley –Dohn , KPFT – Please carefully review Elections review committee motions that will be reconsidered at special meeting in 2 weeks.

Edwin Johnston, KPFT – Houston Community Radio Report available online for historical reference.**

Don Rojas- request that statement be entered in the record** ; Found that WBAI LSB report to be offensive, an unjustified critique. Staff/management relations at WBAI at crisis point. Some management is considering quitting. Mediation needed. Is yet to Mutual respect needed. Doesn't accept that board is overlord of staff, they are equal partners. Confrontational approach is wrong. Relations should reflect principles of Pacifica.

**MOTION by Maldonado that Rojas comments and and WBAI secretary comments be entered into the record.

Motion Passes

Brown – Appreciates Rojas statement, and most of it is true. But for the most part LSB relations are good though there ** are a few people. The proposed PNB Elections Review committe resolutions address problems at WBAI

Ted Wiesgal - **Request that comments be entered into the record. leadership needs to come from the

**MOTION by ________hat Wiesgal comments be entered into the record.

Motion Passes

Point of information by Manning – will items during this meeting requested to entered into the record previous to properly moving to do so be entered? Spooner clarifies. Yes, because no objection to those items being entered into the record.

Cedric Ary – KPFT needs to live up to the mission with regard to inclusion of diverse community.

Willie Thompso , KPFA – who is accountable for dealing with chaotic relations at the stations? Props to Haiti coverage. Feels that the new PNB lacks a consciousness of the civil rights struggle ,supports someone making a report. **

Akua Holt, KPFT – staff controls what happens and exclusion of people of color. Information isn’t given on Pacifica issues. **

Bok-keem Nyerere- reads WBAI PD into record**There have been charges of Slander and racism by staff against LSB members. Demand apology and email notification to all those who’d receive original contested emails. These tactics**

MOTION by Spooner to enter WBAI PD statement into record – no objection

Njeri Shakur, KPFT – This part of Houston is "freed man’s town". Member of ______ **. Voices need to be heard, communities need to be informed and airwaves need to belong to the community.

Delores Watson, KPFT – Classroom teacher. Supports increasing innovative new programming involving the diverse teenage community

Fahima Seck, WBAI – The WBAI LSB hasn’t come in to answers calls during fund drives. LSB isn’t doing any thing for fund raising is acting racist.

Ken Freeland, KPFT – Requires that his report of parliamentary procedure be entered into the record. Also no response from management and channels re code of conduct issue

MOTION by Spooner to enter Freeland remarks into the record passes 10 yes, 6 no

Greg Gieselman, KPFT – Supports keeping ballots longer than recommended by ERC. Re; endowment and other issues, be reasonable.

Patty Heffley, WBAI – Information wants to be free. Important time in NYC with RNC and possible contractual collaboration with the Indypendent Media Center etc. There is word of GM taking a leave of absence during crucial summer months. Wants the staff and LSB to have input on selection of interim

Stacy , KPFT – Supports process for bringing in grassroots ideas

Curt Schorrell, KPFT – Need to careful using Arbitrons. Air America is taking away more listeners, than

DN! – BBC show could replaced

Deb Shafto, KPFT – code of conduct complaint at KPFT is under consideration by committee.**

**MOTION by Roberts to enter in the record

Cerene Roberts, WBAI – Gives Email for USOC. Unauthorized email to lists should desist. Announces WBAI LSB meetings to webcast audience. WBAI C.O.I. is charged with review diversity of the LSB's committees. The Elections review committee resolutions need refinement. Read between the lines of info received

Jane Jackson, KPFA – Protest (racial) **. C.O.I. must include disabled – must outreach. Accessibility issues. Inclusion should also consider economic issues.


Adelson – Urgent matter – Bernard whites comments be directed to

Point of information by Walker – not for

Chair rules to move to later in agenda and moves agenda

15a) Committee Reports, part 3: Executive Review Committee
Is charged with evaluating the performance of the Foundation’s Executive Director (ED) and Chief Financial Officer (CFO) and make recommendations to the full Board regarding employment actions, compensation, and performance measures.The ERC is currently in the midst of an election for a permanent chair and secretary. Has determined that there is no current contract for the ED and CFO. At the first meeting, we agreed that this committee has three functions: a) to create a mechanism for evaluating the past performance of the ED and the CFO, including identifying key parties from which to seek an assessment; b) actively involve LSBs in the ED evaluation, as per the by-laws; c) make recommendations regarding the retention or dismissal of said parties, and d) investigate and make recommendations regarding the creation of job descriptions and/or employment contracts for both positions; and e) recommend compensation packages for both positions. Also working on a standarized

GM assessment procedure for the LSBs.

**pnb040606a.mp3 5:00

16. Revisit documents policy. Continue with coordinating committee system?
Adelson reviews interim policy adopted during the April 28, 2004 special meeting of the PNB. Needed a central place to observe the requests from board to staff and their fulfillment.

MOTION by Spooner to extend interim communications policy until September PNB meeting

pnb040606a.mp3 6:30

**Discussion. Spooner - the policy hasn't had much chance to be tested. Walker – against PNB Coordinating Committee becoming/acting as executive committee. Roberts - agrees with Walker. Clarification by Adelson that policy is for processing requests, not approving.

Question called - PASSES 18 yes, 1 no

Spooner motion PASSES
20 yes, 1 no

17) Code of Conduct for Staff and PNB Discussion
Chair has done some research without finding appropriate possible policy. Supports forming a coded of conduct that would extend to the entire network. Takes suggestions as how to proceed. Cooper – KPFT has been working on a code of conduct.

Cooper - KPFT LSB governance committee working on developing a concrete policy.

MOTION by Cooper Request that PNB review the KPFTcode of conduct work as a possibility

Roberts - should be first order of business of new staff/board relations committee, could possibly regard KPFT work. Durlin - yes, but a code of conduct goes beyond board and staff to all in Pacifica. Coughlin – there is an employee handbook that addresses this, but with new structure should extend examination into board etc. Sanders - does handbook extend to on air conduct? Laforest – we need an established policy to refer to.

MOTION by Walker to refer code of conduct policy work to Board/staff relations committee

Kolhatkar – important not to create an atmosphere of intimidation - stunt expression, Union agreements need to be referred to regarding pre-existing deciplines. Chair Durlin - suggests problematic to refer to the board/staff committee because it hasn't been formed. Spooner against referring to this committee as there aren't LSB representatives on it. Kiteka - supports sending to committee and that there be consequences for violating code. Shields - code of conduct doesn't fall under the purpose of the board/staff relations commmittee.

Question called by Spooner – Passes 16 yes, 2 no

Walker motion PASSES 11 yes, 8 no

Chair Durlin raises discussion of of Board/Staff relations committee

MOTION by Spooner that Board/Staff relations committee consist of 1 director from each station chosen by IRV, 1 affiliate director, the 5 GMs, Archives director, Executive Director, and Chief Financial Officer.

Couglin - the administrative council typically would address these issues.

Discussion on composition – limiting size or not. Laforest - against limited directors to one from each station. Kolhatkar - limiting membership doesn't limit people that may consulted. Walker - a smaller committee is better. Maldonado - in favor. Allen - smaller is better, it's just for discussion. Decisions come back to PNB anyways. Spooner - this committee has been determined to be confidential, can't go beyond directors/management. Sanders -

Question called PASSES 16 yes

Spooner motion FAILS 4 yes, 12 no

MOTION by Manning to accept Shields suggestion for composition of Board/Staff relations committee: consist of 1 director from each station chosen by IRV, one affiliates director (if they wish), the ED and CFO

Roberts - this is very similar to the coordinating committee.

MOTION by Adelson to table until special PNB meeting in 2 weeks.

Motion FAILS 8 yes, 10 no

SUBSTITUTE motion by Walker the board/staff relations committee consist of one director each station area

Question called by Allen - Passes 15 yes, 1 no

Walker motion FAILS 3 yes, 14 no

SUBSTITUTE MOTION by Santa to refer the issue of the composition of staff/board relations committee to the Governance committee, to be discussed at it's next meeting and to bring it's recommendation to the full board at the special meeting of the full board in approximately 2 weeks.


Question called PASSES 14 yes, 1 no

Santa motion PASSES 9 yes, 9 no - Chair breaks tie with yes vote

Chair reviews and adjusts agenda.

Point of order by Manning that the board must vote to adjust meeting and extend the meeting

No objection.

Break 1:10pm

Reconvene 1:20m

**pnb040606b.mp3 00:30

9 [cont.] ) ED Reports on FSRN

Will be meeting soon with FSRN. Criteria for any proposed project or programming: promote Pacifica mission?; enhances public reputation and image; and will it generate revenue and be self sustainng?; and does it spark national discussion? Q&A: Adelson - Values FSRN's autonomous relationship - healthy for development. Spooner - wants to know who is Pacifica's negotiating team, who would be in charge? who would pay - local and national? would costs increase? ED - negotiating team will include someone from national and affiliates, cost will increase - wages are currently low. Shields - agrees and reluctant to approve to what amounts to a merger before budget worked out. Durlin - since FSRN is a 501 c3 organization, a merger wouldn't be just a operational issue, also a non-profit corporate issue

**Roberts – CPB grant is required to go to programming - what is Pacifica getting out of putting 500k into developing an autonomous unit? And there are concerns of quality. ED - under consideration.

9 [cont.] ) ED Reports on Pacifica's elections programming

ED – Currently in the works: a pilot internet program to be launched in early July; "Audio port" program distribution service;"From the Streets to the Suites" coverage in Boston and New York and other conventions; nationwide community town hall events; Pacifica Radio Archives cd reviewing Pacifica convention coverage back to 1936 to be released in July; expansion of other local and national coverage if budget permits; and Spanish language broadcasts.

Sanders – Opposed to gavel to gavel coverage of the main conventions, there’s more worthy aspects of the election to cover. ED - Yes, Pacifca reporters are working with that perspective. Spooner – costs and source of money? ED: Aiming 450k. Mail drop worked well , up to 200k currently. Maldonado – need to cover more than just the main political parties. Walker – local KPFA staff not filled in on the national programming plan - needs to be publicity now so station staffs can plan. Durlin confirms. Allen – who is coordinating? A: Stefanie Henricks. Please include affiliates and FSRN in coordinating. ED – they are. Shields – requests detailed budget for election

MOTION by Adelson that 3 directors be in on FSRN talks with the national office and report back to the PNB

Point of order by Warren that this is business for the PNB programming committee.

Adelson motion ruled out of order, will be discussed later.

Lane reads Motion to be put agenda for upcoming special meeting regarding getting loans:

MOTION [for upcoming special PNB meeting]The Pacifica staff is hereby authorized to pursue the acquisition of investment capitol sufficient to retire all Pacifica debt, stabilize and rationalize all Pacifica staffing and set Pacifica on the path to financial growth and independence. The results of this effort shall be reported this Board at our next regularly scheduled meeting.

Walker - proposes as the ED and CFO had to leave before goals were discussed that they, and the board members, exchange their priorities for the network via email prior to the next PNB meeting.

Roberts - flights should be booked to allow for overtime at these meetings.

20) Discussion of next meeting time/place

Date of next Regular PNB meeting set for September 23-26 in Washington D.C.

Shakir - Regarding meeting in D.C.: supports the board setting up a reception at the time of the D.C. PNB meeting for the board to meet with the Black Congressional Caucus and the Latino Caucus and others to

talk about issues that will come up in this year's elections. Supports a possible fundraiser connected with the opening of Michael Moore's new film.

PROPOSAL by Shakir that Pacifica Foundation Network five stations host a simultaneous fundraiser utilizing the new Michael Moore film "Fahrenheit 911" if he or his representative and the distributors are amenable. We would like to charge the cost being for non-members a subscriber membership plus the ticket fee, and members a fee of the ticket cost plus $10.

Agreed without objection that Shakir will explore the proposal.

Roberts - offers to coordinate Sat evening entertainment for D.C. meeting.

Date of Special PNB meeting by teleconference set for Tuesday June 22 5pm Pacific, 6pm Mountain, 7pm Central, 8pm Eastern



    - Unfinished Business, New Business

    Ogulason request to state correction to Election Review Committee report given earlier in the meeting.

    No objections

    The "Committee spent three(3) weeks including a 2 day rap-up telephonic conference, not merely the 2 days as stated in my presentation"

    Haiti resolution (from KPFK) to be adopted by PNB presented by Laforest

    **MOTION by Laforest that the PNB approve resolution protesting U.S. policy relating to Haiti …

    [to be inserted here]

    AMENDMENT offered by Allen to add to 2nd paragraph "The Executive Director is duly instructed to formulate and distribute an editorial statement reflecting this resolution to all General Managers for airing."

    Accepted by Laforest, main motion then seconded

    Discussion. Shields - if we're going to make a resolution for this issue, we should for many other pressing issues as well. This is a journalist job, not that of the board, even in good faith. Kolhatkar - only KPFK person that voted against this resolution at the local level. Is against the board making these resolutions - agrees with Shields. Olusagun - supports making such resolutions, this is the first - would set the precedent. Maldonado - Pacifica should put more time into covering what happened in Haiti. Kiteka - supports resolution. Haitians are eating dirt, is a pressing issue.

    MOTION to amend by Kiteka that there be 7 days of fundraising to collect food, medicine and money for Haitian relief by all 5 Pacifica stations

    MOTION to divide the amendment by Sanders

    MOTION by Shields for role call vote on Main Haiti motion PASSES 11 yes, 4 no
    Adelson -y
    Allen - n
    Cooper -y
    Durlin - chair
    Kiteka -y
    Kolhatkar - a
    Laforest - y
    Lane -y
    Maldonado -n
    Manning - n
    Olusagun - y
    Randhawa - y
    Roberts - a
    Rodriguez - y
    Santa - a
    Sanders - a
    Schroell -y
    Shakir - a
    Shields - n
    Spooner - y
    Walker - a
    Warren - a

    Motion on Haiti resolution PASSES 10 yes, 5 no, 7 abstain


    Kiteka motion restated:

    MOTION by Kiteka that the five Pacifica stations dedicate 7 days toward raising non-perishable foods, medicine and money for the Haitian people during the month of July 2004.

    Adelson - our we allowed to raise money for other organizations? Adelson/Maldonado - to whom will food and funds being going? Kiteka - to Haitian ministries in Houston who will distribute to Haitian people. Kolhaktar - sets a bad precedent as there are other equally deserving causes around the world. Walker - with Pacifica's money problems, recommends only collecting food, clothing donations. Roberts - agrees with the intent, but is not healthy direction for Pacifa the

    Question called Passes 14 yes, 1 no

    Kiteka motion FAILS 4 yes, 9 no

    MOTION by Shields to reconstitute PNB Archives committee

    Discussion regarding committee compositions requirements.

    Allen - Feels that communications with archives is good, doesn't feel it is worth the bureaucracy. Laforest - is this by request of the archives director? A: no. Kiteka - has spoken with Archives director who feels that there could be better communication. Roberts - maybe wait and see if board/relations committee might cover these issue. Spooner - past archives committee was helpful, and now local station board people would be involved which is good. Randhawa - too many committees already.

    Shields motion PASSES 11 yes, 6 no

    Adelson - raises earlier motion

    Points of order raised as to finishing Archives committee director selection

    PNB Archive Committee members approved by acclamation with one director from each station:

    Shields, Olusagun, Kolhatkar, Spooner, Kiteka,

    Shields shall be convener of first meeting

    Adelson motion from earlier restated:

    MOTION by Adelson that Governance committee be asked to bring a motion to the next special meeting for the PNB regarding how the PNB may participate in the Free Speech Radio News (FSRN) contract negotiations

    Discussion. Roberts - against forming a new committee, supports having programming committee address this issue. Adelson - clarifies. Walker - against. Kolhatkar - prior resolution that included interim policy for contract approval should cover this? Adelson - this is different. Warren - supports tabling this motion until the programming committee has time to meet - would like to hear FSRN person Randy Zimmerman' opinion regarding timing. Zimmerman - hoped to have most issues worked out by June 19th meeting between Pacifica and FSRN.

    Adelson motion PASSES 15 yes, 4 no

    2:41 pm – Adjourn


    Statements and documents to be entered into the record [incomplete]

    WBAI LSB Secretary statement
    WBAI GM statement regarding WBAI LSB Secretary statement

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