TRANSCRIPT
PACIFICA BOARD OF DIRECTORS |
| DOROTHY NASATIR | Would you entertain a motion? |
| DR. BERRY | Yes I will. Then we will discuss it. |
| DOROTHY NASATIR | I move that we move toward compliance with CPB and investigate what needs to be done to get into compliance. |
| MALE SPEAKER | Second. |
| DR. BERRY | All right. Any further discussion? Ken you want to say something? |
| KEN FORD | Not until the vote is taken. |
| DR. BERRY | All right. Any more discussion? |
| ROBERTA BROOKS | I think that the question that Cheryl raised is actually a very interesting question. It goes to the heart of this issue. I don' know...I'm not saying that you don't discuss it with the LAB, but I think the point that they are telling us is that there has got to be severance of the relationship. I thing it is going to be informational. It doesn't mean that you can't get input and suggestions perhaps of how we can begin to formulate a board. But the point is that they don't want there to be a connection between the board that advises the general managers and that does needs assessment and the governance board. I think the process is one that we maybe need to talk a little bit more about, in terms of whether we get suggestions that go to the board governance committee. I don't have a problem with this, but I think we going to have to be careful about this. |
| DR. BERRY | I think the suggestions should explain how we can manage this and sever this understanding that there are some people on the board who are representing LAB points of view, and all they are conduits for whatever LABs are thinking. As opposed to the people on the governing board are just looking at the whole organization, and they might get advice from anybody. But what they are bring to the table is their view, their independent view of what they think the organization as a whole should be doing. I think that is what this thing is trying to get us to do. |
| FRANK MILLSPAUGH | I don't think there is any question about receiving the input of the LABs. I think that would be an involuntary process, if not a voluntary one. This is a public meeting, and they probably know about it now. I think there is one point in the letter that could use clarification. The statement that "...if it is true that a majority of members making up Pacifica's governing board..." Is that literally what they mean? If it is less than the majority then we're all right? Or is the operable statement the one about the clear demarcation between? I just think that's a part that we need clarified. That really should be clarified if possible before the governance committee makes its determination. |
| DR. BERRY | Well we will do that from the lawyer's advice process. Somebody else have a comment? |
| FEMALE SPEAKER | I think as LAB members we need to be prepared to give all the rationale as to why we want CPB money. I think the board governance committee can make that outline so we can come prepared to our board. Have them understand the losses and the gains of either choice, and why we made the choice we have. |
| DR. BERRY | When the transcript is put on the web site, there should be little brackets put in the transcript which explain the definitions of these discussions. So that whoever looks at the web site can see it. I think that will be useful. There could be talking points for people to deal with, to explain to folks what it is that we are doing. We could get those sometime next week. |
| MALE SPEAKER | It might be, well to put it in the proper tone, for arguments that are valid for and arguments that are valid against. |
| DR. BERRY | I'm just talking about explaining what each one of these things is. That's all, without any argument about anything. |
| ROBERTA BROOKS | I don't think we should give argument for and against it, because we haven't made the decisions. This is background information. |
| MALE SPEAKER | Yeah, that's right. |
| ROBERTA BROOKS | The other thing we might ask the attorney to do is, we've created the entity called the Council of Chairs, and see how that fits in. |
| FRANK MILLSPAUGH | Why should we raise issues CPB hasn't raised? |
| KEN FORD | Yeah, and not only that, what's wrong with free association? |
| ROBERTA BROOKS | Well I want to be in compliance is all I want to say, so I would say that we just ask if there's any problem with that. I mean we could can informally have an LAB chair come to every board meeting. We have the governance board mandated to meet with the Council of Chairs on a regular basis. |
| DR. BERRY | Who mandated this? |
| ROBERTA BROOKS | Well it was the board. |
| DR. BERRY | I thought it was an informal meet and greet and say anything you want to say to the board. Because we are in the particular locality where we meet... |
| JUNE MAKELA | There are these periodic conference calls with the Council of Chairs. |
| DR. BERRY | I have conference calls with them. |
| JUNE MAKELA | They have no vote on the board, so technically you couldn't argue they have any control and or role on the governing board. |
| DR. BERRY | They are just informational. Now we will recognize Cheryl. |
| CHERYL F. BRADFORD | I think that the whole communications industry has had a moment of flux and change. The FCC is making all kinds of rulings that will probably will go through some process of deliberations. So might this. Actually it says, "...after giving it some thought...." So I think the idea for me is about having a dialog, and hopefully not a contentious dialog, although I'm not sure that is possible. I haven't heard a decision made even though people are framing it like we've made some decision, I'm not sure that it is one solution. I think that what it calls for is taking a look at what does the board mean. This says that "...the community advisory board...", that is an entity that's not an individual. For me, reading this letter, there are a million options that could come out of that. I don't know that we've made a decision. I don't know that even in the mind of the writer of this letter, it is conclusive. It's that as they have written this new ruling, he's beginning to think, well what does that do these entities that we work with? He's saying what if anything, how might it impact us? So I guess what I'm saying is that there's a feeling that I'm getting that we're about to jump a boat to get into compliance. Maybe what we have to do is engage our organization in some kind of deliberation and figure out what it does mean. There is an implication to community radio, not just to Pacifica and Pacifica's compliance. |
| DR. BERRY | Well, I don't read the letter that way. I mean the plain language of the letter at the bottom of page one, "...my understanding Pacifica Foundation's current governance structure appears to be at variance with local law and our guidelines...." If I wrote that sentence to somebody who was a grantee, I would mean that after looking at your structure you are at variance with the guidelines. |
| CHERYL F. BRADFORD | Well I mean the first paragraph. |
| DR. BERRY | As I read it I see, and I'm counting noses, in point of fact it's a majority of the members. As Frank says there is ambiguity but I notice when I count noses that I see that it is a majority of members. That there are also members of the station boards, and that makes it impossible. The word impossible is pretty clear that the two can remain distinct and independent. It says we have little wiggle room. So I think...which is why I raise the question. I raised precisely for the reason that I wanted to hear what people have to say. And you are saying something that I expected someone to say. I want to get a clear guidance as to whether the board really is willing to go forward. If the board really wants to contend with the letter, and to argue against the letter, and to fight with CPB to come up arguments and engage in struggle. Or if the board is willing to say we need to be in compliance, the struggle will be about how we do it. What is the most efficient way that will maximize us doing what we want to do in Pacifica. Those are two options. One or the other, they both might work. I don't know. Yes, Frank. |
| FRANK MILLSPAUGH | We might have three options. I mean there's the take it and shove it. There's the we'll do whatever you say. There is the well lets negotiate what this really means and what the least infringement upon Pacifica's autonomy by CPB would be represented. That kind of thing. I did want to observe as I did yesterday, but shouldn't get lost, that our by-laws also provide for any at-large member who is from one of our broadcast areas. They sit ex-officio on our local advisory board. Clearly if the other goes, that goes. Although that is probably easiest. |
| DR. BERRY | So what is your wish ladies and gentlemen? I could for the question as a motion. Is there further discussion? Okay I call for the question. All those in favor of Dorothy's motion as seconded by Ken indicate by saying aye, |
| GROUP | Aye. |
| DR. BERRY | Opposed. |
| GROUP | (silence) |
| DR. BERRY | Are you opposed. |
| KEN FORD | No, no. I have a suggestion. Could you recognize me after the vote is taken? |
| DR. BERRY | Oh I'm sorry. |
| KEN FORD | That's okay. I'm not going to let you forget me. In the future since this is a new policy from CPB, and from what I understand this is new as well as other regulations in the pipeline. I know staff is overloaded, but in some way or another we have go to be able to have someone review the federal register. Because all of these proposed changes are proposed in the federal register, and we need to have an opportunity to comment on those before they become final. I know that's an onerous task, but some kind of way we have got to develop that to get our input. If we could have had this all previously, I don't think we would be going through this vote right now. So, somehow I'm just saying for the future we need to figure out a way to try to comment on these things on a regulatory basis before they become final. |
| DR. BERRY | You want to be recognized. |
| LYNN CHADWICK | Yes I do. This is not a new ruling. The reason this letter came out is that CPB just finished with those large books that were distributed. They had not issued books like that in a number of years so there was a whole scrutiny of the community advisory board this year. This is not a change. It is just that we've come under scrutiny. |
| KEN FORD | I was told that it was, but... |
| LYNN CHADWICK | I know. I heard somebody say that, but that's not accurate. And in terms of the federal register, CPB rulings are not in the Federal Register. |
| KEN FORD | They're not? |
| LYNN CHADWICK | No, they are not a federal agency. The rulings in the Federal Register that we are concerned about are FCC rulings, and the lawyer regularly updates us. |
| DR. BERRY | So, basically, what they did was to republish these rules. In the republication they reviewed the various community advisory board structures including ours and concluded that, hey you folks still look like you are out of compliance basically. Cheryl. |
| CHERY F. BRADFORD | Can I address Lynn? I am wondering if from your relationship with the national community radio broadcasters if there is discussion about this? Is this a hardship for smaller community radio stations? |
| LYNN CHADWICK | The other community radio stations do have separate and distinct boards. This is a hardship for them to have to maintain these. They have been maintaining them since they got into CPB support. |
| DR. BERRY | So we are the only ones. |
| LYNN CHADWICK | Yes. |
| ROBERTA BROOKS | We are the only ones. |
| DR. BERRY | So that's the other reason why they want to bring us into compliance. Probably somebody is complaining. |
| MALE SPEAKER | Why would they complain? I can see why we might. |
| JUNE MAKELA | So let's get into compliance and move forward guys. |
| DR. BERRY | We voted that instead of saying we're not getting into compliance and shoving it essentially, that we will follow the process of getting into compliance. Which includes first we'll ask the lawyers opinion. Then after that the board governance committee will review all this, and bring back something. Staff can write a letter, which I'll sign, to CPB saying that we did discuss it and that we are in the process of making sure that we are in compliance. Now you must expect, those of you who are unwary, that you will be assailed by people complaining about this. And by the time I get home e-mail will be overloaded and I'll be getting messages by e-mail saying, they've done it again. But let's hope it doesn't get to be like it was last time. |
| JUNE MAKELA | Tell them to write to CPB. |
| DR. BERRY | That's a great idea. Anyone who wished to complain about this process should get in touch with CPB. |
| FRANK MILLSPAUGH | I don't know that we want to encourage... |
| DR. BERRY | No, don't give them that. We'll work this out somehow. I've got one other thing. The search. Where did Roberta go? Just when I was going to talk about the search. |
| KEN FORD | Well she knew you were going to talk about the search. |
| DR. BERRY | First of all we should thank Roberta and the Search Committee for their
very hard work looking for the Executive Director. The entire board met
and interviewed the finalists for this job, and voted to make an offer
to a candidate. The board listed two candidates in priority order. One.
Two. The outcome was that a small group including myself and Roberta and
Andrea and I am now asking Ken to join this group, would begin to negotiate
with the number one candidate. Those negotiations are ongoing, and as soon
as they are concluded we will proceed with candidate number one. Should
that fail we will proceed with number two. We have had success in this
endeavor. We are pleased that the Search Committee has worked so hard,
and we have been able to do what we said we would do which was to make
a choice at this meeting. Which most people felt we wouldn't be able to
do. So we have at least done that.
All right. The next item is a report of the Finance Committee. |
| JUNE MAKELA | We had a lengthy and productive finance meeting yesterday. I think
most of the board was there so I will try to keep my report brief, because
I think most everyone knows what I am going to say. I want to start by
acknowledging that listener support continues to go up. This is very good,
since our expenses continue to go up. But we have, in every single unit,
gone beyond the projections in the 98 fiscal year budget for listener support.
In all but two units, we had surpluses or a balanced budget at the end
of the fiscal year. Which is also good news.
Other good news, I know every year we are concerned about KPFK meeting its CPB target. I am pleased to report it has done so. I am pleased to report that WBAI completed its move pretty much on budget, and succeeded in raising over $100,000 in donations to offset costs for the station that were not covered by the payment from Pacifica. So the move has been completed and things are pretty much settled as far as physical space. For those of you who didn't attend the meeting in June, it's a beautiful new space for WBAI. KPFT, although it ended the year with a deficit, is building audience and had a sizable increase in listener support. It came in $40,000 over its projected budget. And so we are beginning to see as with WPFW, you know the audience is building. There is potential and we are hopeful that we can stabilize KPFT financially. I am also pleased to report that WPFW generated a surplus. For those of us who have been on the board for many years this indeed a victory. That WPFW is clearly on the road to becoming a strong financially stable station. The membership base is growing steadily, and in fact, W is scheduling a part of its surplus to repay a long-standing debt to Pacifica. We have ongoing concerns about the Solomon project although both the Controller and the Executive Director assure me that it should be fully operational soon. We are looking to get a report that is still outstanding as far as the full cost of Solomon and an explanation of any budget overruns. We had a lengthy discussions on each unit budget. We approved budgets for all of the units with the exception of WBAI and the National Office budget. So you are being asked to ratify the budgets that appear in your package or the supplement distributed by Vanessa. For KPFA, KPFT, KPFK, WPFW, the archives and national programming. The one change on the budgets is for WPFW. As I mentioned the final number from Sandra on the surplus, half of the surplus will show up as debt retirement, and the other half will be rolled over for the next fiscal year. We did not approve the WBAI budget or the National Office budget. Both budgets are being sent back to appropriate staff, including the Controller, to be finalized. We will look to receive new draft budgets within ten days. I think we've scheduled a meeting for the end of October to look at new budgets. Adjustments need to be made on both of those budgets. WBAI will need to schedule a deficit that it has from fiscal year 98. The National Office has been required to restore support for a press person in some form and at some level, and necessary support for the board and its activities. So we are going back to the Executive Director and the Controller to ask that they find other ways to cut costs to put these back in the budget. And/or provide us with a plan of how to generate the income that we would need to cover those costs that we want to put back in the budget. We didn't put a number on that, but this will be negotiated with Sandra and Pat, and then brought to the committee in October. We approved the SCA budget as presented in the supplement that everyone has and we approved the 50th Anniversary budgets as submitted by the 50th Anniversary Committee and staff. Ongoing concerns. We are still concerned and do not have a plan in place to repair, rebuild, and replace the transmitter at KPFK. We got a draft report of the needs and the price tags, but we continue to be concerned and see this as a high priority, and expect the staff to come up with a plan both short run and long run for solving these technical needs. We had discussion I guess at both the Program Committee and our committee about having to cut one of the national programs. Our understanding is that there will be a plan to deal with this program by KPFA and national staff. If there are financial implications a budget and a plan will be resubmitted to the Finance Committee. Finally, the committee asked for a discussion at the next meeting about the dwindling SCA income, and how we plan to replace that money which is now being used to subsidize various aspects of our work. We are requesting that the staff prepare written report two weeks before the next board meeting for the Finance Committee to review, and then prepare for a substantive discussion about this. And not only about replacing the SCA, but a real plan for staffing...for building infrastructure and developing a plan to get the National Office to a level that meets our infrastructure needs and can carry out the strategic plan. So this will be the main discussion at our next finance meeting. We still have not received a report on the sort of emergency plan for the archives. I would appreciate that as soon as possible. That's it. Finally, I forgot to mention yesterday, David Acosta and Sandra have been working on finding a new accounting firm. We had planned to present that at this meeting and David contacted me before the meeting to say that he has interviewed a number of firms, and is not prepared to make a final recommendation. He and Sandra would like to do that at the next meeting. So we will have someone on board this winter to start the audit. That's it. Unless I have forgotten anything if anyone has anything to add. |
| DR. BERRY | Can I have a motion to approve the report of the Finance Committee please? |
| RALPH MCKNIGHT | So moved. |
| DR. BERRY | Can I get a second? |
| DOROTHY NASATIR | Second. |
| DR. BERRY | Any further discussion? Yes. |
| ROBERTA BROOKS | I really would like to you to monitor that very closely. We've been talking about this for several years and every year we're told we didn't get it done in time. We have to start the audit at the beginning of the year. We were told several years ago in the retreat that it's extremely important to change auditors. We've had the same auditor for 15 years. I am extremely concerned about it. I am not happy with this. That we're going to make a decision...we've been hearing this for the last two sessions. |
| JUNE MAKELA | There actually has been progress. There are a number of firms. There are finalists. There have been long interviews. We need...the reason we didn't do it this past summer is that it was delayed. We needed someone to start in the spring. |
| ROBERTA BROOKS | I know. |