Agenda for Pacifica National Board Meeting
Sunday, July 22, 2012
< Saturday Monday >
Closed (executive) sessions are held to consider matters relating to individual employees, proprietary information, litigation and other matters requiring the confidential advice of counsel, commercial or financial information obtained from a person on a privileged or confidential basis, or the purchase or property or services whenever the premature exposure of such purchase would compromise the business interests of the foundation.
Note: All times listed here are Pacific Standard Time. Most times are subject to change, depending on how long earlier agenda items take. Additional executive sessions may also be added, if needed to discuss personnel, legal, or contract matters. Fixed times include those for public comment.

SUNDAY, JULY  22, 2012   1:00 PM

XI.  Affiliates Task ForceHeather Gray and Campbell Johnson, co-chairs        (5 Min.)


Motion 1:                                                                                                                                   (10 Min.)

The Pacifica Foundation supports the creation of an official North American region within AMARC.  (This region of North America will be considered as Canada and The United States, since Mexico already has representation in the region of Latin America and the Caribbean (AMARC-ALC.) 


The Pacifica Foundation’s endorsement is based upon support for the concept, and we are aware that the administrative and financial structures are being researched by North American AMARC members and must be deemed feasible by those members before an official region is proposed at the forthcoming international conference in 2013 (AMARC 11.)


Motion 2:                                                                                                                                  (10 Min.)


Pacifica joins AMARC and recommends that its affiliated stations also consider joining AMARC.


3:00 PM Affiliates Call-In – Time Certain                                                                                 (30 Min.)


4:00 PM Public Comment – Time Certain                                                                                 (30 Min.)


5:00 PM  Adjourn


7:00 PM Meeting Reconvenes in Open Session



XII.  Unfinished business

         a.   Motion by Davis:  Quorum

Resolved, that PNB committees be empowered to conduct a meeting in the absence of a quorum in order to further the committee's business, with the proviso that any motions other than agenda-setting or the setting the date of the next meeting be held to the next (quorum) meeting for a vote.



b.  Motion by Crosier:  Public Criticism of Staff                                                                (15 Min.)

It is the policy of the PNB that no member of the Pacifica National Board shall criticize publicly, or demean publicly in any way, members of the staff.  Any legitimate criticism of the work of staff members that a member feels needs to be acted on is to be forwarded to the Executive Director or to the PNB for resolution.  Failure to abide by this policy will be interpreted as action against the interests of Pacifica, and will be subject to the disciplinary procedures provided for by the Bylaws for such actions.                                                                 


c.  Motion by Steinberg:  Membership Termination Standing Rule                                 (15 Min.)

Due to possible conflict of interest, any person who has been terminated from the Pacifica Foundation employment for cause shall be prohibited from membership in the Pacifica Foundation.  When this type of proceeding is brought, all due process procedures called for, as noticed to all in the Pacifica Bylaws, in Robert's Rules of Order (Chapter 20) shall apply.   


d.  Motion by Davis:  Membership re: Malice                                                                    (15 Min.)

Be it resolved that any person or member of the Pacifica Foundation that acts with malice and/or violence and/or levies threats; either verbal or physical against Pacifica staff or members of the LSB or PNB should be disqualified from membership and participation in Pacifica governance. Further, any person or member of the Pacifica Foundation who acts to limit or undermine the fund raising and or function of the Pacifica foundation or its radio stations and broadcast licenses should be disqualified from membership and participation in Pacifica governance. And, that any person or member of the Pacifica Foundation who acts to undermine, counterbalance, destroy or limit the Pacifica Bylaws should be disqualified from membership and participation in Pacifica governance.


e.  From:   Nwangaza:                                                                                                          (15 Min.)

MOTION 1:  To rescind the motion passed May 12, 2011 regarding the Pacifica Affiliates Task Force


f.  From:   Nwangaza:   

MOTION 2:   for a Pacifica Affiliates'Pacifica Foundation Task Force                      (30 Min.)


The vision for the AffiliatesProgram (The Program), at its inception, was that The Program would facilitate the development, production, broadcast, exchange and distribution of meaningful and influential progressive content, provided by both the sister and affiliate stations. The Program was expected to be a mutually supportive resource, serving its members as a communication hub and a teaching/learning community.  It would be dedicated to improving both program content and delivery efficacy, with an ever increasing number of progressive programs. The programming would be responsive to Foundation and Afffiliate listener needs and interests and give access to otherwise unavailable news, arts, and commentary for worldwide radio, internet, and other possible platforms.


To achieve this objective, the AffiliatesTask Force was created and charged with representing the Pacifica Affiliates and being a bridge to the Pacifica Foundation.  Consistent with the Pacifica Foundations mission and the Task Forces charge. The Task Force shall strive to build and maintain an authentic Pacifica-Affiliate partnership by maximizing Affiliate membership, input, and participation.


Any member of an Affiliate or Pacifica station is welcome to participate in the Pacifica-AffiliatesTask Force.

Voting, Co-Meeting Facilitators and Monthly Meetings

Where voting occurrs, only duly designated station representatives of an Affiliate or Pacifica station, who has attended three consecutive meetings (the meeting of the vote and two meetings immediately prior to the vote) shall be allowed to vote.


The Task Force shall be convened by PNB assignment.  It shall  elect a pro tem Facilitator or Facilitators (at least one of whom shall be an Affiliate Director) for the first three meetings and a Secretary (who shall be any voting eligible member of the Task Force). The permanent yearly Facilitator(s) shall be elected at the third regular meeting.


The Task Force shall meet a minimum of once a month and conduct such business as is consistent with its mission and in the manner prescribed the by-laws of the Pacifica Foundation.


g.  from:  Brazon:                                                                                                        (10 min.)

Whereas Director Tracy Rosenberg posted "KPFA: An Open Letter on E-mails" to news items site on Saturday, April 16, 2011 which included email communications between attorneys on pending Pacifica matters of litigation,                          


Therefore it is resolved that the Pacifica National Board of Directors censure Director Tracy Rosenberg.


h.  from:  Rosenberg:                                                                                                  (10 min.)

Motion of censure against the 27 members of the KPFA LSB  for demanding the disclosure of confidential legal information in an open session of the KPFA Local Station Board.


i.  from Birden:                                                                                                            (10 min.)

Whereas, the Bylaws state that "the term of a Director shall be one (1) year.  A Director may serve no more than five consecutive one-year terms.  A Director shall not be eligible for further service as a Director until one year has elapsed after the termination of a Director's fifth consecutive one-year term" (Article Five, Board of Directors of the Foundation, Section 2: Term), clearly defining the firm limit of "five consecutive one-year terms" for all Directors, and   


Whereas, this term limit was not separately addressed in the motion that set up selection procedures for the Affiliate Directors, it is  


Resolved, by the Pacifica Foundation Board of Directors, that this limit (five consecutive terms) required in the Pacifica Bylaws shall also apply to the number of consecutive terms permitted by Affiliate Directors.


j.  from Aaron:                                                                                                             (10 min.)

Whereas there is a potential for irresponsible abuse of the Director’s privilege to seek counsel thereby incurring financial obligations for the Foundation without regard to cost,

It is therefore resolved that any request from PNB Directors for special legal service of any kind shall include an estimate of the cost for such service and require approval of the PNB by majority vote.  Such approval will specify a cost limit and time limit for the fulfillment of the request.  This applies, but is not limited to advice, review, reports, evaluations and filings.  This does not apply to normal work done in relation to ongoing legal actions or projects already approved by the PNB.  Nothing in this resolution alters or affects Management’s rights and duties to hire counsel as needed in accordance with the bylaws.