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2ND CORRECTED Draft Minutes
Special Meeting of the Interim Pacifica Board of
Directors to Vote on Adoption of Bylaws
June 26, 2003 at 6 PM EST by telephone conference
Thirteen Directors Present constituting a quorum: Chair Leslie Cagan,
Teresa Allen,
George Barnstone,
Pete Bramson,
Janice K. Bryant,
James Ferguson,
Dave Fertig,
Ray Laforest,
Bert Lee, Rob Robinson,
Charles Smith,
Carol Spooner,
Jabari Zakiya
(Marion Barry joined the conference late and was not present
until the final vote)
Absent: Dick Gregory
and Marion Barry (Marion Barry joined the call late and was
not present until the final vote)
Also present: Ted Weisgal, Parliamentarian
The Chair called the meeting to order at about 6:20 PM EST.
The meeting was webcast via www.kpftx.org
The motion by Teresa Allen to amend the number of national
board members to be elected by each LSB 4 to 3, with all Delegates
(whether Staff Delegates or Listener Delegates) being eligible,
was tabled because the complete text of the proposed amendments
to Drafts A, B and C had not been transmitted to all board
members 7 days prior to the meeting.
Following discussion the board first decided to vote by the
multiple choice repeated voting method on the question: Shall
the board adopt Draft A, Draft B, or Draft C?
The vote was as follows:
7 for Draft B:
Allen, Bramson, Fertig, Robinson, Smith, Spooner, Cagan
2 for Draft A:
Bryant and Laforest
1 for Draft C:
Barnstone
3 "None":
Ferguson, Lee and Zakiya
The chair ruled that the three "none" votes were
"abstentions" but would be counted to determine
that Draft B did not pass, on the basis that the requirement
that a 2/3rds majority of "those present and voting"
means, a 2/3rds majority of "those present".
This ruling was challenged by Carol Spooner on the basis
that directors had to cast a vote in order to be counted as
"present and voting" and that abstentions are not
votes. The Chair ruled that a director only had to be counted
as present, and that Draft B did not receive 2/3rds vote of
approval of those present.
The board then voted consecutively on Drafts A, B, and C
-- each in order -- to see if any would receive a 2/3rds vote
of those present. The vote was as follows:
On the motion to adopt Draft A -- the motion failed to achieve
2/3rds majority of those present and voting
2 voted Yes:
Barnstone, Bryant
11 voted No:
Allen, Bramson, Ferguson, Fertig, Laforest, Lee, Robinson,
Smith, Spooner, Zakiya, Cagan
After the vote was concluded Ray Laforest requested that
the minutes reflect that he had been distracted during the
vote and had intended to vote Yes for Draft A.
On the motion to adopt Draft B -- the motion failed to achieve
a 2/3rds majority of those present and voting
7 voted Yes:
Allen, Bramson, Fertig, Robinson, Smith, Spooner, Cagan
6 voted No:
Barnstone, Bryant, Ferguson, Laforest, Lee, Zakiya
On the motion to adopt Draft C -- the motion failed to achieve
a 2/3rds majority of those present and voting
2 voted Yes:
Barnstone, Fertig
11 voted No:
Allen, Bramson, Bryant, Ferguson, Laforest, Lee, Robinson,
Smith, Spooner, Zakiya, Cagan
Following discussion as to whether to eliminate any of the
drafts from further discussion the board voted to hold a "fill
in the blanks" vote on A or C, and to eliminate the one
with the least votes.
The vote was as follows:
4 for Draft A:
Bramson, Bryant, Ferguson, Laforest
6 for Draft C:
Allen, Barnstone, Fertig, Robinson, Smith, Cagan
3 not voting:
Lee, Spooner, Zakiya
The board then took a re-vote on Draft B to see if it could
achieve a 2/3rds majority:
8 Yes votes for Draft B:
Allen, Barnstone, Bramson, Fertig, Robinson, Smith, Spooner,
Cagan
5 No votes against Draft B:
Bryant, Ferguson, Laforest, Lee, Zakiya
The board then voted by "fill in the blanks" between
Drafts B and C:
6 votes for B:
Allen, Bramson, Robinson, Smith, Spooner, Cagan
2 votes for C:
Barnstone and Fertig
5 for Neither:
Bryant, Ferguson, Laforest, Lee, Zakiya
Motion by Spooner to compromise by voting on adding portions
of Drafts A and C concerning diversity to Draft B:
3 Yes:
Bramson, Spooner, Cagan
8 No:
Barnstone, Ferguson, Lee, Smith, Zakiya, Laforest, Robinson,
Fertig,
Lee left the meeting.
Motion by Fertig :
That, since Draft B has already been accepted by 3 of the
5 LABs (KPFT, KPFA and KPFK) and has consistently received
a balanced majority of the interim board, that he go to Judge
Sabraw to ask the Judge to approve waiving the 2/3rds majority
approval requirement by the interim board, and that Draft
B be forwarded to the LABs for their final vote of formal
approval .
The motion passed by balanced majority:
7 Yes:
Allen, Barnstone, Bramson, Fertig, Smith, Spooner, Cagan
5 No:
Robinson, Bryant, Zakiya, Ferguson, Laforest
Ferguson and Smith left the meeting.
Marion Barry joined the meeting.
Motion by Spooner,
That if the judge does not approve adopting bylaws by balanced
majority of the interim board, then the board set a face to
face meeting to resolve the bylaws with Judge Sabraw as mediator
at the earliest possible date available on Judge Sabraw's
calendar.
5 Yes:
Barnstone, Bramson, Fertig, Laforest, Spooner
5 No:
Allen, Barry, Bryant, Robinson, Zakiya
1 Abstention:
Leslie Cagan
Motion by Fertig to consider alternative remedies -- outside
the bylaws -- in the event that elections don't provide sufficient
diversity ruled out of order by the chair.
Motion to adjourn passed without objection.
Respectfully submitted,
Carol Spooner
Secretary, Interim Board of Directors
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