sitekeeper's note: This transcript was copied from Pacifica's website and reformatted for greater readability. Unlike previous transcripts, which have been done by court reporters, this was transcribed later from a tape, and so many of the Board members are listed as unidentified. I have color coded key members who are identified, as well as taking the liberty of adding paragraph breaks, also for readability.( I do not know who did the transcription - the transcript bears no certifications of authenticity as have those done by a certified court reporter in the past.)
 

TRANSCRIPT

PACIFICA BOARD OF DIRECTORS
HOUSTON, TEXAS SUNDAY, OCTOBER 4, 1998

Color-Code Key Dr. Mary Frances Berry, 
Pacifica Board Chairperson (at-large)
June Makela,
Pacifica Treasurer
(at-large)
Roberta Brooks,
Pacifica Secretary
(at-large)
Lynn Chadwick,
Executive Director

DR. BERRY Someone reminded me last night at KPFT that I had been here for a year. I want to say that I am, in a way, pleased by some of the things that have happened. A lowering of the temperature in terms of some of the conversations in the foundation. On the other hand I am somewhat displeased by things that occurred that make it appear that we are going backwards instead of forward. These are matters which occur which I believe are inconsistent with the strategic plan. By the way, if we decide to change the strategic plan we would have a process to change it. But until we do that I assume that is what we should be guided by it in the organization. And our main goals, according to the plan, are to mobilize listeners toward positive social change and to reach the largest possible audience. 

Some of our stations really forget that we are supposed to mobilizing listeners toward positive social change. And when you say that to some of the people at some the stations they ask us, What do you mean by mobilize? What do you mean by positive? What do you mean by social? And what do you mean by change? I think that anyone who reads the mission statement and the charter and the history of the organization ought to be familiar with what that means. So positive social change. The other goal is to reach the largest possible audience. New listeners obviously. Attract new listeners to reach the largest possible audience. In other words, not the smallest audience that consists of people like you who are already listening, but to reach a large audience. 

And then on the issue of national infrastructure, which has concerned me greatly, the goal is to develop and maintain national staff and systems adequate to serve effectively. Pacifica stations and the units. People, money, and so, in some cases what we have done is to try to reduce infrastructure rather the building infrastructure. Which is not a happy occurrence. And then to be guided by Pacifica's priorities. The first one that is on the list in the strategic plan is to consider what is best for Pacifica as a single entire network. So I think that with one step forward and one step backwards and two sidesteps we have been working on those priorities, and I just hope that we continue to do something. 

The next thing that I would like to do is to look at the agenda, and see that I am supposed to seat members, minutes, and schedule the next meeting. Madame Secretary, who of these members am I supposed to seat?

ROBERTA BROOKS We have one alternate here Wendell Johns. We have to seat Dorothy Nasatir and Ralph McKnight as alternates. 
DR. BERRY Can I have a motion to seat Wendell Johns as an alternate and Dorothy Nasatir and Ralph.
MALE SPEAKER So moved. 
FEMALE SPEAKER Second.
DR. BERRY All in favor indicate by saying aye. 
GROUP Aye.
DR. BERRY Opposed. So ordered. 
ROBERTA BROOKS I am assuming that we won't have to seat anybody from Texas. 
DR. BERRY Could I get a motion to approve the minutes of the last meeting?
MALE SPEAKER So moved. 
MALE SPEAKER Second.
DR. BERRY All in favor indicate by saying aye.
GROUP Aye. 
DOROTHY NASATIR My name was omitted from the alternate list on the minutes.
DR. BERRY Okay. When you correct the minutes, add Dorothy's name to the list. 

Then we need to schedule the next meeting. In terms of, you might look at schedules, in terms of my own schedule I can do February on the 19th, 20th and 21st.

PETE BRAMSON Madam Chair?
DR. BERRY Yes.
PETE BRAMSON There is an NFCB meeting in Berkeley in late March, which we may want to coordinate with. So the city we are referring to is Berkeley, is that correct? 
FEMALE SPEAKER It will be in San Francisco. 
. PETE BRAMSON And what is the date of that meeting. The reason I'm bringing it up is we may want to coordinate. In that there may be other staff, at that point we may be able to delay the meeting and time accordingly. 
FEMALE SPEAKER It is the 19th, 20th, and 21st of March.
DR. BERRY I don't know if I can do it. So why don't we tentatively see if other people can do it? Can others of you do the meeting at that time? See, I'm in this habit, of polling people to ask if they can meet. Then we schedule the meeting. I realize that this is a very curious way to do a meeting. So I am asking can most of you, at least those of you who are here, come to that meeting? If you can't, then we won't have it then. 
JUNE MAKELA I can't make the February 19th, 21. 
DR. BERRY I mean this date, March.
JUNE MAKELA Oh, that March date, oh I think so.
LYNN CHADWICK If I can say something about that March date?
DR. BERRY Please.
LYNN CHADWICK The conference will start on Friday. There will probably be an opening reception about Pacifica on that Friday evening. But the conference will be taking place itself, of course, as usual over the weekend. So if people were coming.... 
DR. BERRY They would want to be at the conference instead of the being...instead they would have to double duty. 
LYNN CHADWICK Yes. So the only way this meeting would be able to take off is if you came for the conference and then started on Sunday or something. Usually the conference wraps up on Sunday. 
FEMALE What if we did it the week before? 
LYNN CHADWICK And then people stay for the week? And then several days out of the office?
PETE BRAMSON How many of the national board members actually attend the NFCB meeting? 
DR. BERRY Well then let's try. Can we do it on February 26th, 27th 28th? 
PETE BRAMSON Would you repeat the date please?
DR. BERRY 26th, 27th, and 28th of February. Okay. In Berkeley.
PETE BRAMSON Madame Chair? 
DR. BERRY Yes.
PETE BRAMSON Could we look ahead to the May meeting? 
DR. BERRY June.
PETE BRAMSON Well, there is a PRC meeting in Washington in May. Again, the same....it is in Washington in May?
FEMALE SPEAKER Yes, it's Berkeley and then Washington. 
DR. BERRY What is it? 
PETE BRAMSON The PRC.
LYNN CHADWICK The Public Radio Conference. National Public Radio.
ROBERTA BROOKS Does the staff normally go to that? 
FEMALE SPEAKER Not the national staff. Several of the stations have been going, but given the conference line item directive. 
JUNE MAKELA Conferences have been cut. So I think the staff is hoping to attend some of these by piggybacking on the board meetings. 
LYNN CHADWICK I guess what I was thinking though, and Valerie has reminded me, the NFCB conference is focusing on celebrating 50 years of community radio. It may actually really behoove the directors, if I may be so bold, to come to this conference and get a flavor of what community radio is like. Board members from stations who come, come away getting a sense of the context of the operation that they are trying to support. 
FEMALE SPEAKER The March 19th, 20th, and 21st.
LYNN CHADWICK Yes. The Public Radio Conference is focused on the NPR stations which have a very different mode of operating than our stations do. Although Garland carries PRI programming. 
DR. BERRY I just don't see how, given the stresses and strains of these meetings, unless they change somehow, and I would be very happy if they did, (laughs) I don't see how anybody has any time. I don't have time to breathe. 
LYNN CHADWICK You might want to do it sequentially. You might do it on Sunday and Monday.
JUNE MAKELA We don't have to go to the conference. This is something that staff wants to do. Can we piggyback?
PETE BRAMSON We are celebrating our 50th anniversary.
JUNE MAKELA Yeah, I mean why don't we piggyback so we can do a reception for Pacifica and or have presence without attending their conference. We can be in the same place at the same time, and figure out strategically if there are staff that need to go. 
ROBERTA BROOKS Let's just say if we did this in March and on Saturday, when we have committee meetings, would the staff feel that they needed to be at the NFCB? 
DR. BERRY We can't do this. We don't have time, I don't have time to do this. I don't know about the rest of you. I don't think the rest of you do either. 
ROBERTA BROOKS But some of the directors that live in the Bay Area, maybe even in LA might come up for that. It is a 50th anniversary thing.
LYNN CHADWICK Well they should come, I would encourage them to come to this reception. I think it would be wonderful. 
DR. BERRY This is taking too long group.
FEMALE SPEAKER So what about the decision? Did we come up with a date for the D.C. meeting?
DR. BERRY We're thinking of...no we didn't, and we're not going to. We'll think about...I have June 4th, 5th and 6th, or 25, 26 and 27 because we were looking at June dates. Could someone tell me if we are backed into June dates. Are those dates a problem for somebody?
ROBERTA BROOKS Well I prefer later as opposed to the earlier. 
DR. BERRY Okay. Is there anybody else who has a problem? So that is just very tentative. We're not settling that. 
DR. BERRY You know it's before the 25th. So the 25th, 26th, and 27th is likely. But we did settle the one before that. We will re-confirm.
(general cross talk)
ROBERTA BROOKS Madame Chair, could it just be noted though in the minutes, and maybe we can expect to get information to the board of directors about the NFCB reception?
DR. BERRY Absolutely. Now the next thing I want was to have the committee reports. I was going to start with Shirley Adams, but...is she here? I'll take her whenever she comes, because she had to wait yesterday while we had all those committee meetings. I guess none of the Houston people are here except Garland. Garland's here. So we will take her when she comes. 

I want to report on the Executive Committee meeting. The Executive Committee discussed a lot of issues. One is that Lynn will be going back to New York to try to manage and resolve some issues related to management at WBAI. So she will be trekking back to New York to try to resolve those issues before we get some reports on how things are going there. The other issue is that we've received a letter from the CPB.

DR. BERRY Those of you who have read it already will you pass it along to somebody else? What the letter seems to say is that Pacifica Foundation's current governance structure appears to be at variance with both the law and our guidelines. This is the CPB certification requirement for the CPB station grant recipients. The letter is dated September 14, 1998. It says "...if it is true that a majority of members making up the governing board are also members the station community advisory boards, that makes it impossible for the two to remain distinct and independent. As you may be aware, compliance in this portion of the law is a legal rule of CPB in its interpretation. Failure to comply risks further CPB funding of the stations...." When we discussed it in the Executive Committee I indicated that, and I am putting it before the board now, one response to this is to say, well if that's the case then we don't want any more CPB funding anyway. That would be one response. The board would handle a motion and vote that we don't care to be bothered with CPB anymore. Which is a matter not only of funding, but of say the word somebody. 
FRANK MILLSPAUGH ASCAP, BMI licensing. 
FEMALE SPEAKER Copyright royalties.
MALE SPEAKER Validation.
DR. BERRY Yes, and matters of that kind. So that it is a very important matter to Pacifica. In the meetings of the Administrative Council, the General Managers thought that the mere thought of saying that we wouldn't be in compliance doesn't make any sense. The funding is very important to us, but the other matters are very important to us also. So, I'll go on to the other option which is to say that we would want to ask our legal counsel whether we believe CPB's legal interpretation of this law. 

My only experience is that agencies do not send out in writing letters concerning their own regulations, unless they have carefully examined them. In ninety percent of the cases, they have correctly interpreted their own regulations. They are very cautious about putting things in writing. So before they write it down and put their name on it, they are careful. But we should ask our lawyer, and then we would, if the answer is yes, CPB is correctly interpreting their regs, we would then ask for the Governance Committee to review the matter and to come up with recommendations for the board to act on at its next meeting. And such recommendation would be in the form of a by-law change. 

And that there are various options that the Governance Committee could consider. As well as any options that I am not listing that they may think of. Which is what committees are supposed to do. Such options as having people who are Governing Board member resign from Local Advisory Boards. That's an option. Or having people elect all the directors at large. That's a cure. There are various ways to approach this and I'm sure the board Governance Committee, which David Acosta chairs, will figure out something and bring it back to us. 

Then the staff, I understand that CPB is expecting us to respond to this letter by the end of this meeting. Because they expected us to discuss this issue at this meeting and to get back to them on what we intend to do about it. So I am hoping that if the board agrees with that process, that the staff will write a letter to them saying that the approach to this matter is to have our legal counsel look at it. Then if it's necessary, then we will institute a by-law change, which the board will review and act on in the next meeting. So that the CPB would know that we are responding to them. Otherwise, the staff is in the position of trying to deal with CPB without being in compliance after CPB has told them that we're not. So that's where the matter stands. Any discussion?

MALE SPEAKER Would the review provide to the board a description of all these various implications that it has for our not being involved in CPB? I mean you mentioned some things that I think a lot of people around the table maybe understand better than others. The implications of not being associated with this organization? 
DR. BERRY We can have them write out the benefits.
CHERYL F. BRADFORD So the deliberations will be in conference call of the full committee not of the executive part of the committee. 
DR. BERRY The board governance committee will handle it. Who is on the board governance committee?
PETE BRAMSON David Acosta, Dr. Berry, Roberta, Cheryl, Andrea, Dorothy, Rob Robinson. And the staff is the E.D. 
DR. BERRY So that committee is the committee that will figure out what to do.
CHERYL F. BRADFORD Can we schedule it far enough in advance so that we can take these issues back to the LABs also? I mean are we looking for local advisory board input into the discussion.
DR. BERRY Well. Were you about to say something? Yes.
PETE BRAMSON I would hope that the process committee would kind of go over the process related to our portion. I feel strongly that there should still be a link between the local community board even though structure resides at the national board level. That's kind of the way it works in community radio right now. So I think it deserves a dialog, but I think the initial dialog resides at the board of governance level. At that point, if I as a governing board member wanted input into board governance structure, I would go to you because you're my friend on the board. 
CHERYL F. BRADFORD I'm talking about the LAB.
PETE BRAMSON The LAB has all the input that is possible. There is only so much that can be done at the governing board level in regards to that input. Certainly, I am prepared to go back and have open by-laws with the local board. 
DR. BERRY Obviously people may have whatever by-laws they wish to have with whomever. I am discussing this in an open meeting, and it will be part of a public record. I expect there will be different reactions to this development. I hope that, the board will indicate to me at this meeting whether it is willing to entertain a change in our by-laws should it be necessary to put us in compliance. If the board is unwilling, I would like to know that. Because if the board is unwilling, then the staff should not hold out to CPB the notion that we are going through some kind of process, if the process results in a change and that's what we are planning on doing, but in fact we know we're not. 

So and I don't want to have a rerun of last year or whatever. I came in late on that process. But I don't want a rerun of that again. It may be inevitable, but I think, and we obviously need somebody to help us to manage the information dissemination on this. But I want this board at this meeting to make a decision as to whether you are willing should it turn out that that's what we have to do. To make some sort of by-law change, that you are willing to entertain a change on the subject of board composition and membership. If you are not, just tell me about it. And then we'll just tell CPB we're not. And don't expect us to come back in six months with a plan, because we're not planning on that. 

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