KPFA Local Station Board Meeting minutes April 25th, 2004:
Regular Session of the KPFA Local Station Board
April 25, 2004
Minutes were recorded by Mary Bishop, KPFA Administrative Assistant.
All members were present and constituted a quorum: Jane Jackson, Miguel Molina, Max Pringle, Lisa Rothman, Gerald Sanders, Max Blanchet, Marnie Tattersall, Mary Berg, Debbie Speer, Annie Hallatt, Sepideh Khosrowjah, Riva Enteen (Chair), Bonnie Simmons, Mark Hernandez, Ted Friedman (Secretary), Willie Thompson, Michael Lubin, Steve Conley, Carol Spooner, Howard Beeman, Sarv Randhawa, Willie Ratcliff, William Walker, Fadi Saba, LaVarn Williams (Treasurer).
Meeting called to order at 12:15pm.
II. Agenda Setting
Michael Lubin: Unfinished business is most important issue.
Moves: to place unfinished business to directly after public comment on the agenda. Seconded.
The Chair provided clarification about process and frequency and length of comments.
Mary Berg: We have been spending too much time on an unmandated discussion. We have a lot of work to do and the attention being paid to the unfinished business is getting in the way of our other work.
William Walker: I echo Mary and want us to turn our attention to other business.
Gerald Sanders: I am all for moving the agenda forward as published and to work on all of our issues.
Bonnie Simmons: I agree to stay with the agenda that the public received.
Ted Friedman: I support changing the agenda because we have a member with transportation issues who may not be able to participate if we hold off on unfinished business.
Willie Thompson: This issue needs to be dealt with in a timely fashion. I do not know if it can be resolved today.
Vote to call the question. 17 in favor, 6 opposed. Debate ends.
Motion: to amend the agenda so that unfinished business will follow public comment
13 in favor, 10 opposed. Motion passes.
Mark Hernandez: Motion: to add to new business - clarification of issues regarding the committee meeting process. Motion passes by unanimous consent.
Lisa Rothman: At the top of the agenda there is a notice about the motion that was amended last week. How do these notices get included on the agenda.
Carol Spooner: If a member wants to amend something, they need to inform the whole board. The secretary was required to place it on the top of the agenda.
Jane Jackson: I would like to discuss the issue of time because when we go over, I am disqualified.
William Walker: I move: to strike the notice from the top of the agenda.
Sarv Randhawa: The way that the notice is made could have been in a different way instead of on the top of the agenda.
Mark Hernandez: Having it on top of the agenda shows that it was distributed in a timely and effective matter.
Carol Spooner: The notice issue is separate from the agenda issue. Let's approve the agenda first.
Mary Berg: I move: to limit the old business item to an hour as a special issue of the day. Seconded.
Carol Spooner: If we limit the item to an hour, the process would be to go directly to a vote at the end of that hour, regardless of what people have to say and didn't have time to.
William Walker: I rescind my motion.
Motion: Unfinished business becomes a special order of business for one hour.
10 in favor. 11 opposed. Motion fails.
Move to approve the agenda as amended. Seconded.
18 in favor, 1 opposed. Motion passes.
Carol Spooner: I'd like to congratulate the Program Council for passing today's preempt of the DC March.
III. Minutes Approval
Motion to approve March 27th minutes. Motion passes by unanimous consent.
April 17th minutes approval. There were many problems with these minutes. Move to table the approval of the minutes. Seconded. Unanimous consent to table the minutes approval from April 17th.
Jane Jackson asks to make a clarification to the March 27th minutes. This body will rescind our approval unanimously to allow Jane to make her correction.
IV. Public Comment
There was an hour and a half period during which the Board heard Public Comments.
(Submitted statements and a summary of public comments are provided in separate documents.)
V. Unfinished Business
a. Continuing Debate of the PC Issue
Annie Hallatt had to leave early.
There is a motion on the table from last week, thrice amended.
Sarv: When we left off last week, we had amended the main motion up to the third paragraph. We should begin now with the fourth paragraph.
William: Sarv did not complete his motion last week.
Howard: I move to rescind the prior amendment.
Carol: Sarv does not have the floor. The main motion has been amended three times. Howard is following process to rescind the amendment.
Lisa: I look for process and clarity from the Chair. I would request her to ask for a second.
Carol: Sarv did not make a motion.
Riva: There is a motion on the floor from Howard. People can jump in to second.
Gerald: I am not sure that people are even clear on what we are doing from moment to moment. We need to make sure we know what we are doing. The last amendment ensures political constipation. That is unacceptable. It should be counterpoised to the Main Motion.
Mary: Can we clarify whether this is a simple majority or a 2/3 majority?
Sarv (called by Chair to respond): I am bewildered how we can go forward without accepted minutes from the Special Session.
Carol: The minutes were not approved because the wording of the motions was never provided to the secretary. We voted on things that were never written down. The summation was accurate. Howard is asking to strike that. The PC is a management committee, not a part of the LSB. I think we should trust the work of the body. They had a retreat to discuss how we wanted to move forward. All of the members were there. We came to a conclusion that the PC makes decisions by 50%+1 vote. Give that decision a chance to work.
Willie T.: Can we proceed if the minutes are not approved? I need some process by which the ruling of the Chair is conducted.
Mark: I appeal the ruling of the Chair based on lack of clarity.
Gerald: At a certain point, what might be camouflaged as confusion could be a delaying tactic.
Lisa: I remember that the minutes from the last LAB got backed up. We should slow down and keep up with what is happening.
William: There is an issue of respect here and the Chair should not be cutting people off who are formulating their thoughts.
Carol: Howard was clear. He wants us to reclaim our positions regarding Sarv's last amendment of last week. We do not need minutes to proceed.
Mark: We are going to be judged by our actions here. In order to do that fairly, we need to have an accurate recording of what we are deciding on.
Call the question by Gerald. Seconded.
Vote to end debate on the appeal
14 in favor, 5 opposed. Debate ended.
Vote on the appeal: (yes sustains the chair)
14 in favor, 7 opposed. Ruling is sustained
Return to debating the motion on the floor.
Willie R.: I don't like the main motion on the floor. I think both the Main motion and the amendment should be defeated and redrafted.
Jane: Does Howard not have the right to change his vote? Why is there any discussion?
Motion restated: to rescind Sarv's last amendment to the main motion.
Mark: If a member wants to change their vote, they need to get the permission of the body to do so.
Lisa: I am completely lost. [The Chair provided clarification.] It is significant that Gus was at the Program Council retreat. This is how he wanted things to go but he is not here anymore.
Max B.: I think it is important to rescind that language because it is going to make democracy on Program Council difficult. Berkeley had the idea for equitable representation on committees and the staff should be grateful to have representation.
Ted: The amendment would paralyze the Program Council and end up turning control over to management.
Call the question to end debate. Seconded.
12 in favor, 9 opposed. Not 2/3. Debate continues.
Jane: I will vote to sustain Howard's request. I had been denied the right to explain myself or to vote when it came around last week.
Steve: We took several votes in the retreat and Jim Bennett supported the actions we made as much as Gus. We discussed many things. The process of the Program Council is to be self-reflective.
William: It's interesting that we are talking about how the Program Council had such a great process when the vote was 12-0 (meaning there were 6 abstentions.) I third of the people in the room weren't buying into the process. These amendments are trying to balance things out.
Carol: The vote at the retreat was 12 in favor, 0 opposed, 1 abstention.
Fadi: This is really a simple matter that does not require all of this debate.
I call the question
17 in favor, 3 opposed. Debate ends.
Motion: to rescind the language of the last amendment made last week.
14 in favor, 7 opposed, 2 abstentions. Motion passes.
Gerald: I call the question of the main motion.
13 in favor, 9 opposed. Debate continues on the Main Motion.
William: I don't support the Main Motion as it is being put forth today. I am not against democracy but we need to look at the governance of the current Program Council. If we really look at creating mechanisms for things to take place it will be the best way to proceed. The General Manager should have the ability to make decisions. The community that I see in this room is white and older. I have my own community of people and I don't want to invite them to witness a process such as we have seen today. As a note-taker, I didn't see the Program Council as being the sort of group we want to give these responsibilities to.
Sarv: The last amendment I made had the intent of creating a different model that would allow for the best possible outcome and cooperation. You have seen the hostility here today. If we give power to one group, it will be a hardship for the station. I am going to amend this motion again so that a collaborative model exists.
Mary: Divisiveness is more destructive than the fights we were had in the first place. In the interest of finding common ground, I propose this substitute motion:
Resolved, that the Local Station Board hereby affirms that the KPFA Program Council - which is a committee of the station admin (and not the LSB) - has the authority to make programming decisions as it has been doing since at least August 1999. Seconded.
7 in favor, 15 opposed. Motion fails.
Call the question to end debate on the main motion:
13 in favor, 10 opposed. Debate continues.
Lisa: I'd like to amend the main motion as follows (where Sarv's wording was) "provided however, that every programming decision shall be made by requiring the affirmative votes of 1 member of each constituency in order to promote inclusiveness when making programming changes."
Fadi: This is tyranny of the minority and I am getting sick of these delay tactics. 50%+1 vote is democracy.
Sepideh: We have been discussing this exhaustively. It is frustrating to come to no decision and I want the public to take notice of this.
Sarv: The public was here last week and the vote was very different. If we do not have cooperation, the fighting will go on and on. I second.
Call the question to end debate.
13 in favor, 10 opposed. Debate continues.
Mary: Substitute Motion: change the wording on the amendment from "1 member of each constituency" to "2 members of three constituencies."
Call the question:
18 in favor, 1 opposed. Debate ends.
Vote on the substitute motion.
2 in favor, 15 opposed. Motion fails.
Call the question of Lisa's amendment:
15 in favor, 8 opposed. Chair voted in favor to make it 2/3 vote. Debate ends.
Vote on the amendment.
8 in favor, 13 opposed. Motion fails.
Call the question of the Main Motion:
13 in favor, 9 opposed. Debate continues.
Motion to commit: That the Main Motion as amended be referred to Programming Committee, along with all amendments , proposals and comments received by midnight, April 30, 2004. That the Programming Committee consider all such material and refer a resolution to the LSB by the regular May 2004 meeting with respect to programming issues. That the Governance Committee consider all such material and refer a resolution to the LSB by the regular May 2004 meeting with respect to issues of the structure of the Program Council. That this LSB shall hold the general manager to his statement that the decision of the Program Council is being implemented on April 17th, 2004.
Call the question:
16 in favor, 4 opposed. Call passes.
Vote to motion:
9 in favor, 14 opposed Motion fails.
Call the question to main motion:
14 in favor, 9 opposed. Debate continues.
Jane: You have all already discussed this. I think it is shameful to send this message.
Gerald: Constructing social structures is not an easy thing to do. It seems the staff have too much representation here. What you see here today is a parallel action to filibustering. Think about what we are trying to do, to democratize. There are people who will do anything to prevent that.
15 in favor, 8 opposed. Chair votes in favor. Motion passes.
Mark: This whole thing has been arranged for no dissent or debate. There is no room for compromise in this main motion. Therefore, I have a substitute motion:
In order to prevent continued contention over issues, and to bring about a genuinely democratic process, the following resolution is presented:
Be it resolved that the Local Station Board of KPFA exercises its power and authority, as granted under Article VII, Section 3, and with particular reference to subsections G, J and K, and with substantive reference to subsections B, C, D, E, F, H and M;
Be it further resolved that the Program Council is dissolved as constituted prior to April 25, 2004; and
Be it further resolved that, under the above authority, the Local Station Board creates a Program Council for the express purpose of implementing Programming Policy for KPFA, as determined under the authority of the Pacifica Foundation By-laws, Article Vii, Section 3, subsection G; and,
Be it further resolved that the initial structure of the Program Council shall be as follows:
I) The Program Council shall be responsible for implementing the
programming policies of the LSB, established per Pacifica By-Laws,
by soliciting, evaluating, developing methods for creation, support,
and ongoing review of KPFA programming. These actions shall be done
in close consultation with all KPFA Associate stations before any
Pending the development of such policies, the Program Council shall
utilize information from the latest Community Needs Assessments,
listener and staff comments on programming, and data solicited from
listeners and staff via postal mail, electronic mail, or telephonic
communication in the evaluation and development of new programming,
and review of existing programming.
2) The Program Council shall consist of two sections, Management and
a) Due to the restrictions on involvement in day-to-day operations,
and due to the Local Station Board being composed of both staff
and listeners, no Local Station Board member may sit on the
Program Council as a voting member.
b) Management will consist of four (4) management persons,
excluding the General Manager and, if present, the Program
Director. Community will consist of six (6) listeners and
two (2) staff members, reflective of the composition of the
Local Station Board constituencies.
c) The Chair of the Program Council shall be the General Manager
or, if present, the Program Director. The Chair will have
the ability to vote to change the outcome of a vote by either
making or breaking a tie vote; however, the Chair is not
obligated to cast such a vote.
d) Each Program Council member shall have one (1) vote each.
e) A quorum will consist of a majority of 50% plus 1 for the
purposes of conducting official business.
3) The Program Council shall meet during hours accessible to a quorum
of its members; at least once per month, the Program Council shall
meet openly with the public, outside normal business hours, to hear
the concerns of the public and staff on issues concerning
a) Failure to attend three consecutive meetings shall result in
automatic and mandatory removal from the Program Council.
b) Failure to attend three meetings in a calendar year shall
result in automatic and mandatory removal from the Program
c) Any Program Council member so removed may apply to the
Local Station Board for reinstatement. If reinstatement is
declined, the former member will be ineligible to be seated
on the Program Council for a period of not less than one (1)
year from the date of removal.
4) The Chair of the Program Council is responsible for executing the
decisions and findings of the Program Council, unless need arises to
override these decisions.
Such reasons for override include breaking news events; absent or
missing staff; actions contrary to LSB Program Policy, Pacifica
By-laws, FCC regulations, or applicable state/Federal laws; or any
legitimate incident in which a decision needs to be made and
consultation or convening of the Program Council is not reasonable
to perform. All such actions are subject to review and assessment
by the Program Council at its immediate next meeting.
Additionally, any incident of national programming pre-emption shall
be reviewed by the Program Council for development of means of
implementation of future preemptions.
5) The Local Station Board Programming Committee shall review the
actions of the Program Council on a quarterly basis, and shall
forward any determination of Program Council deviations from
programming policy to the Local Station Board for further action.
This information shall include, if any, all information as to the
reasons for such a deviation.
6) Should the Program Council be found to be failing to properly
implement Local Station Board programming policy, the Local Station
Board may, at its discretion, dissolve the Program Council.
a) Should a Program Council be dissolved as a result of this
section, none of the members of the dissolved body shall be
eligible for a seat on a new Program Council for a period of
not less than one (1) year. The Chair is exempt from this
7) Any two members of the Program Council may appeal any decision of
the Program Council to the General Manager, unless the General
Manager is sitting as Chair of the Program Council; in such an
event, the appeal will be dealt with by the Local Station Board.
a) All appeals shall be based on whether or not the decision is in
compliance with LSB Program Policy or, should such a Policy not
be in place, the basis for decisions on appeals shall be on
whether or not due diligence and proper assessment of issues were
used to make the decision under appeal. The LSB will not make
rulings on specific programs or the persons who produce said
b) Dissolution of the Program Council shall not cause an appeal to
stop or be ignored. All appeals must be answered and addressed
to a conclusion; such decision shall be recorded with the LSB
minutes by the LSB Secretary.
c) Further appeals, if they can be made, will be under the
jurisdiction and methods established by the Pacifica National Board.
Be it further resolved that this resolution shall go into effect five (5) business days after approval; all present members of the Program Council would remain seated as representatives of each faction until replaced or reaffirmed, or at the end of ninety (90) days after approval of the resolution in any event.
Willie R.: We need to have some type of a compromise here, we need to look at setting up structure. People are being kept from speaking. We ought to send it up to a committee. We've been sitting here all day.
Call the question on Mark's substitute motion.
16 in favor, 6 opposed. Debate ends.
Vote on the motion:
8 in favor, 13 opposed. Motion fails.
Main motion back on the floor.
Mary: This has been framed entirely so that anyone who is opposed to this is perceived as wanting to stay in power and hold on to their control. Turf has nothing to do with it. I want checks and balances and no more of this slanderous stuff. If you hadn't tried to drag all of these compound things into it I would have voted for each piece. I failed at supporting the Program Council.
Max P.: I'm against the motion because it is taking away the responsibilities of the station's management. I ran for this Board because I saw the opportunity to assist in guiding and putting forth ideas to make KPFA stronger.
Marnie: I am trying to learn, to be cautious and respectful. In November, the Program Council decided they had the authority to trump the General Manager and it gives me great concern. I'm referring to the organizational chart, which indicates that the structure has changed greatly.
Howard: I want a definition of democracy that everyone can understand. Everyone here seems to have their own ideas of it and we should just post what our version of democracy is.
Carol: The way we structured our bylaws was to allow for the broadest contribution. The Program Council makes programming decisions, which the GM can override but we as a board limit his discretion. This is quite normal. Please, vote for the main motion.
Bonnie: I want to echo Max, Marnie and Mary. I am troubled by things like the limiting quality and the four reasons that the General Manager may question something that the Program Council decides. I do not read the bylaws to allow us to go above the GM.
LaVarn: If there were more respect, I would hope that we do not do this in the future. When Riva was attacked, this was totally out of order.
Willie T: Point of Order-There is ambiguity about what the main motion is. I would associate myself with the comments of Debbie and others. This motion doesn't permit me to be in line with the constituents that elected me. It becomes difficult to exercise restraint though I will because of my own sense of manners.
Call the question to end debate.
15 in favor, 5 opposed. Debate ends
Vote on the Main Motion.
Vote taken by role call, as follows:
In Favor: Howard Beeman, Max Blanchet, Steve Conley, Ted Friedman, Jane Jackson, Sepideh Khosrowjah, Michael Lubin, Miguel Molina, Fadi Saba, Gerald Sanders, Debbie Speer, Carol Spooner, LaVarn Williams.
Opposed: Mary Berg, Mark Hernandez, Max Pringle, Sarv Randhawa, Willie Ratcliff, Lisa Rothman, Bonnie Simmons, Marnie Tattersall, Willie Thompson, William Walker.
13 in favor, 10 opposed. Motion passes.
William: I recommend we extend the General Manager deadline for applications date because the mailing is going out late. Also, I move that Gerald be censured for his conduct.
Carol: I agree to refer to committee. Our current Programming Coordinator will not allow us to meet until we tell him what makeup is. We need to discuss Program Council make-up.
William: Motion -That the motion re Gerald's conduct be tabled to first item on next meeting's agenda.
Carol - seconds.
Motion passes by unanimous consent -- Motion is moved to next meeting.
(Note: at this time Mary Bishop, the regular note-taker stepped down, and was replaced for the remainder of the meeting by Chandra Hauptman.)
Carol: Motion: to move everything to a special meeting and just deal with three issues- gm search com issue and whether or not to continue with the current LSB pc reps, Mark's request to discuss committee procedure.
16 in favor,
Mary: Suggest to urge national board to immediately find a new national election supervisor and all local election supervisors by unanimous consent.
William: Motion - defer decision making power of LSB to gm hire to setting application deadline for GM hire.
Motion passes unanimously.
Steve: point of info - Gm search com circulate job announcement and job description to entire board.- by unanimous consent.
Mark: Moves that the board to register the votes of only committee members who are registered members of committees.
William: Substitute motion-The decision who will decide on committee membership will be referred to governance committee.
Lisa asks for clarification about who will make the above decision because there are non LSB members on the governance committee.
Mary: committee should be allowed to decide on their composition.
Carol: against referring this to governance committee.
What was discussed was that each committee would make it's own membership rules and bring them to the LSB for approval and not count votes of non members.
Riva : after we vote it down is allowed according to Robert's rules of order.
Motion: to call the question
yes- 4 no- 13. Debate continues.
Motion by Mark: that those who vote on committees be members of record.
Amended by Carol: that each committee will determine who their members of record are and their membership rules and that they bring that list to LSB for approval to next regular LSB meeting.
Steve's amendment: add that committees that have not been constituted be constituted so they can meet the same requirements. (LSB is approving membership rules not membership roster).
Yes- 16 no- 0 Motion passes
Sarv: cites bylaws- section 10, a,b,c,.
Michael: calls the question- Yes- 15, no -1.
Motion: that existing LAB pc member reps be continued until June. These include LAB reps Carol Spooner and Stan Woods and appointed community reps Steve Conley and Attila Nagy. And request that the programming committee interview people who want to be community reps and bring those recommendation to the LSB for approval.
William: substitute motion- to elect new LSB reps in May at special May meeting. And to draft a community rep process at the special meeting. And the programming committee will present a process to the LSB at the special May meeting.
Motion to approve replacing substitute motion. Yes- 11 no- 6. Motion passes.
In favor of substitute motion yes- 10 no- 3. Motion passes.
Call the question to end debate- passes.
Mary submits amendment: Carts soliciting new pc reps should be prepared right away.
Sepideh suggests we maintain status quo- it's just for one month.
LaVarn: new KPFA budget being prepared, asks for budget requests for LSB's budget go to LaVarn.
Carol: suggests that we ask committee to also submit budget requests to LaVarn.
Next meeting - is a special meeting.
Carol moves: that there be a special meeting on Saturday, May 8th.
Mark suggests that the meeting date motion be tentative upon polling all of the board members to ensure there will be a quorum.
Carol: we have to comply with notice requirements and suggests we decide today about meeting on may 8th and give notice to all board members not in attendance. Meeting to begin at 11 am.
Call the question - passed unanimously.
Yes- 13 , no- 0
Sat, May 22nd will be next regular meeting. regular meetings of board are on the 4th Saturday of every month.
Carol moves: that the meetings begin at 11 am unless otherwise necessary.
Yes- 12, no- 2 Motion passes
Governance com- will find next meeting space.
Mark: suggests one week between meetings, as a policy.
Ted moves to adjourn . Motion passes unanimously. Meeting adjourned.
Ted Friedman, Local Station Board Secretary
Report from the KPFA LSB FINANCE COMMITTEE
The Finance committee meets weekly at KPFA on Saturday from 12 noon until 1:30 pm. The meetings are well attended with action items assigned and with weekly progress monitoring. The 'Goals for Next Six Months' (Attachment I) outline the various areas that need attention and that allow the Board to fulfill the responsibilities that are in the by-laws.
Eileen Hazel, KPFA Business Manager, completed the KPFA first half results. Listener Support and Donations exceeded budget and 'Salaries & Related' and Administrative expenses also exceeded budget resulting in the station essentially being on budget with $7.5K in operating deficits.
The Finance Committee also plans to formalize a fundraising subcommittee. With a new Development Director at KPFA, we must invite the Development Director to work with the LSB in fundraising.
Other ongoing issues follow:
o The request for presentation of financials in formats that are standard and that are transparent including actual and percentage variances and year-over-year analysis is in the process of development based on conversations with Lonnie Hicks. These formats make financials clear and understandable to the individual whose life concentration is not finance.
o In a related request, financial data from prior years and headcount information that allow the board to fulfill fiduciary responsibilities have resulted in a call for a special National Board meeting by conference call on April 28, 2004.
o In conversation with Lonnie Hicks, we understand that the National Office will request additional transfers from the stations to cover the legal obligations of the Foundation. A forecast has not been delivered reflecting a transfer increase to National.
o The first meeting of the Pacifica National Finance Committee was held on April 21, 2004. The following summarizes some of the topics that were discussed.
ü The 2005 Fiscal Year budgeting process has begun. A draft of the budget will be available on May 15, 2004, for review by the LSB. The Committee plans to work with the station in the development of the KPFA budget. The preliminary budget should be available for the June National Board and the final budget is projected to be available for approval at the September National Board Meeting.
ü One budget guideline communicated by Hicks is to include one month of operating expenses in the budget. The KPFA cash balance over the first half of the fiscal year consistently exceeds the $300K amount for operating funds by more than three times the requirement. We have not received the balance sheet for the second quarter as of April 23, 2004.
ü The election for the Pacifica Foundation Treasurer is in process with voting by the National Finance Committee. Carol Spooner along with three other members was nominated. Paul Surovell was nominated for Board Secretary.
o The National Office began a fundraising campaign on April 20, 2004, including mailings to current KPFA listeners. A forecast (budget) that covers the cost of Election Year National Programming and offset by the fundraising was also e-mailed. The impact on FY '04 is not known due to the forecast overlapping the fiscal years.
o A second half forecast is needed to understand the spending for the remainder of the year. The request to fund legal expenses questions the current balance sheet position of the station at the end of the fiscal year, as well as, the budget for FY 2005.
LaVarn Williams, Chair LSB Finance Committee
April 25, 2004