LSB, CAB & PNB

Local Station Board, CAB & PNB

On the recent LSB Report to the Listener, we were asked to post the names of the members of the LSB prominently, so I am doing so here in alphabetical order by last name:

Grace Aaron, Christina Avalos, Allan Beek, Jose Benavides, Fred Blair, Sandy Childs, Marisol Cruz, Bella De Soto, Eric C. Jacobson, Evelia Jones, Ali Lexa Al-Hilali, Rob Macon, Barbara Marbach, Michael Novick, Oye Oyeyipo, Myla Reson, Lawrence Reyes, Ziri Rideaux, Paul Roberson, Oscar Ulloa, Polina Vasiliev, Elizabeth von Gunten, Harvey Wasserman, Carlos Zavala. M. Novick is the Chair, M. Cruz is the Vice-Chair, E. Jones, A. Lexa, L. Reyes and E. von Gunten are the PNB directors on the Pacifica National Board. In addition, Ralph Hawkins, a non-member, serves as Secretary, and Kim Kaufman, a non-member, serves as Treasurer.

It has come to my attention that when I refer to meetings posted to KPFTX.org, not everyone is clear how to find them. If you go to the home page, click on "Link to Pacifica Monthly View" which will take you to the current month's calendar, and the option to look at earlier and coming months: https://kpftx.org/pacalendar/index.php

If you click on any day on that calendar, it will take you a listing of that day's meetings, with additional material, including a link to the committee's members.

Under the link to the monthly view calendar on the home page is another link to the "Archive". This is a reverse-chronological list of all past meetings, which can be specified to one particular committee or board by using the drop-down menu at the top. Once you find the meeting you want, if there are minutes or audio posted you can click on the link to read or listen.

The National Finance Committee is meeting Tuesday at 5:30 PM Pacific. If you follow the instructions above for the "Monthly View" calendar, and click on the day, you can find the link to listen to the live stream.

The LSB Finance Committee meets the fourth Wednesday of each month at 4 PM Pacific. Here's the log-in info: The Maestro Phone # is 310-409-2027 or 323-393-4046. The GUEST Login PIN is 509912#. This will also stay the same going forward.

The KPFK General Manager Search Committee will be meeting at 10:30 AM on Thursday June 30 via zoom. Here's the zoom log-in or call-in info:

https://us02web.zoom.us/j/83804307402?pwd=UXY3YnVaSFF3dHVaYklGSDJMSVdUQT09 Meeting ID: 838 0430 7402
Passcode: 701578  One tap mobile  +16699009128,,83804307402#,,,,*701578# US (San Jose)  +12532158782,,83804307402#,,,,*701578# US (Tacoma)
Dial by your location
+1 669 900 9128 US (San Jose)
+1 253 215 8782 US (Tacoma)
+1 346 248 7799 US (Houston)
+1 301 715 8592 US (Washington DC)
+1 312 626 6799 US (Chicago)
+1 646 558 8656 US (New York)
Meeting ID: 838 0430 7402
Passcode: 701578

 

At least the beginning of the meeting will be an open session, though there may be a confidential closed portion if necessary, as there was last week. The job opening and job description have been posted to the Pacifica website here: https://pacifica.org/jobs_kpfk.php  Please feel free to share it, and if you have input or suggestions for the committee, you can email gmsc.kpfk@pacifica.org.

The announcement of the opening and a link to the job description is also on the kpfk.org website, and also on the website of the affiliates unit here: https://pacificanetwork.org/jobs/

Thursday night, the PNB has another closed session meeting to address confidential personnel and financial matters; it will also not be streamed, but a report out will be made later.

Again, you can communicate to the Pacifica National Board via email to pnb@pacifica.org, and to the Local Station Boar via lsb@kpfk.org. We are also still looking for a few additional members for the Community Advisory Board. You can reply to this email or email me at mnovick@kpfk.org with questions, comments, or suggestions or if you are interested in serving on the CAB or on any governance committees.

Thanks for your support of listener-sponsored free speech Pacifica community radio. Please donate and urge your friends, family, co-workers or fellow students to do so too.

PNB Director’s Reports

PNB Director's Report to the KPFK LSB 

Beth von Gunten, PNB Director

May 16, 2022 

Pacifica made it through another month despite unrelenting financial pressure but has been thrown another financial curve, and now bears the burden of yet another hostile legal challenge from within. 

In 2016, previous Pacifica management failed to file an IRS return. As a consequence, earlier this month without warning, the IRS seized over $100,000 from various Pacifica accounts, in excess of what was actually owed in penalties. Pacifica is in the process of clarifying and rectifying the actual amount due and reclaiming the overage.

On May 2, just as Pacifica sister station WBAI was finalizing its FCC license renewal, a group calling itself Pacifica Safety Net filed an FCC Petition To Deny License Renewal, citing WBAI fundraising efforts, thus throwing into jeopardy the crucial renewal process for Pacifica's single most valuable broadcast license.

No one associated with Pacifica Safety Net, not even those directly involved in Pacifica governance, made any effort to address their grievances with current Pacifica management or governance at any level. Defending WBAI's essential New York metropolitan area license will cost Pacifica a minimum of tens of thousands of dollars, quite possibly much more, even when Pacifica wins. 

This month the National Finance Committee received its regular monthly financials report from NETA, then reviewed and approved the Pacifica Radio Archive FY22 budget for final approval by the PNB.

The National Strategic Planning Committee held its initial meeting of the year to scope out its potential work for 2022. The KPFTX notice for this meeting was hacked and altered, a violation reported to the Pacifica CPB Compliance Officer for investigation. 

The National Development Task Force meeting discussion generated such great interest in various potential revenue streams that after adjourning, the line was held open for another half hour to accommodate those who wanted to pursue the conversation. 

The newly repopulated KPFK CAB held it's long-awaited initial meeting and orientation yesterday and will now meet on a regular basis, bringing KPFK and Pacifica one step closer to CPB compliance. 

This Director's Report to the LSB from last month became the target of the most recent online attack from one of the more persistent minor trolls on Pacifica's lists. Pacifica tolerates this level of verbal abuse at its own peril and to its own detriment. Maintaining such a hostile workplace for volunteers is a major deterrent to participation by more civil people. No one should be subject to such abuse at any time for any reason.  

For the record, I stand by and reiterate everything I stated in that Report. To set the record straight, a point by point refutation of that vile slander and those lies will be forthcoming as time allows. 

Onward.

Beth von Gunten

KPFK LSB, PNB Vice Chair 

 

Amended June, 2022

Lawrence Reyes

PNB Director Report

To the KPFK LSB 05-15-2022

Good morning, KPFK LSB Board Members and Listener’s finally my recovery from shoulder surgery is better and with Special technology I’m able to type a Director’s report after being in Intensive Bargaining to avoid a Countywide strike all this week Public Sector Worker’s have Tentatively Agree to a new 3 year contract to continue to provide critical services to all LA County residents pending a ratification vote by Public Sector Workers I share this because my life has been consumed by Bargaining all week.

In this Director Report I will be reporting on various matters and attaching documents for you consumption and edification. Pacifica continues to be threaten from within most recently with filing of a petition seeking the denial of our sister station WBAI blocking FCC License Renewal by Director from KPFA, Donald Goldmacher whom has engaged in other actions detrimental to the Pacifica Foundation and this is just the latest action of this PNB Director. A notice motion and discussion was held in the PNB Open session on May 5th 2022 please go to KPFTX to listen to the public session. The Pacifica National Board has served 30 Days due process notice to Mr. Goldmacher of Intend to suspend him from his Board Fiduciary Duties as a National Board Member attached to this report are documents of the FCC Complaint against WBAI FCC License Renewal.

The PNB Governance Committee will be meeting May 25th at 4:30 Pacific Time, 6:30 central and 7:30 eastern time and the meeting will be streamed on KPFTX.org, My point of order on the Pacifica Delegate Elections timeline has been refer to the PNB Elections Committee for a New Propose Elections Timeline with a motion to Fund the 2022 Networkwide LSB Elections with Special Programming.

We the PNB continue to grapple with the Foundation’s Financial Condition I’m very concern with some of discussions on the PNB National Finance Committee by some on the Committee looking to opt for final solution alternatives and not collaborate with the National Programming Committee to develop an immediate plan to address and mitigate this Financial Crisis here at KPFK and Networkwide.

In service Lawrence Reyes, KPFK PNB Listener Representative

Resolution to Suspend Donald Goldmacher from the Pacifica National Board

“Whereas Donanald Goldmacher is a member of the Pacifica National Board (PNB)

Whereas the PNB is the governing body of the Pacifica Foundation, and under its Bylaws “the activities and affairs of the Foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board;”

Whereas one of the specific duties of the Board is the obligation to “Oversee.. the conduct, management and control of the Foundation's affairs and activities, including the monitoring of the activities and actions of its radio stations and national staff consistent with applicable law and regulations, the Articles of Incorporation and these Bylaws;

Whereas the PNB is a democratic entity, elected by Local Station Boards who are elected by the members, which is supposed to function democratically as a body:

Whereas corporate officers and directors stand in a fiduciary relation to the corporation and its members. A public policy, existing throughout the years, derived from a profound knowledge of human characteristics and motives, has established a rule that demands of a corporate officer or director, peremptorily and inexorably, the most scrupulous observance of his duty, not only affirmatively to protect the interests of the corporation committed to his charge, but also to refrain from doing anything that would work injury to the corporation."

Whereas Corporate officers and directors” ... who ...“participate[ ] in [the] management of the corporation” by “exercising some discretion[ ]” to “ ‘manage [its] day-to-day operations’ ” owe a [the corporation] a fiduciary duty. and a a duty of loyalty.

Whereas without raising any issues to the PNB about his concerns about the functioning of WBAI, or other stations, Donald Goldmacher has played a lead role in a group of people, some of whom are Pacifica members, which has filed a 500 page “Petition to Deny” with the FCC, which seeks to either have the FCC deny the renewal of Pacifica’s license in New York, or have it assessed a fine, or have it be granted a conditional renewal with a monitor overseeing content;

Whereas this Petition is an existential threat not only to Pacifica’s activities in New York, but its existence elsewhere since it is a roadmap to attacks on Pacifica from its enemies without;

Whereas defense of the Petition will cost Pacifica tens of thousands of dollars better used for programming activities; and

Whereas by acting in this manner Donald Goldmacher has breached his fiduciary duty to Pacifica, and his duty of loyalty, making his continued presence at governance meeting inimical to the best interests of the Foundation:

IT IS HEREBY RESOLVED that Donald Goldmacher is suspended from the PNB, and barred from attending even open meetings of the Board, for a period of not less than three months, until the Petition in front of the FCC is resolved. “

The LSB did its bimonthly "report to the listener" on the Lawyers Guild show; if you missed it, it is archived on the station website at 2 PM Wed April 27. Thanks to Maria Hall, who hosted and to everyone who called in with questions and comments.

The PNB last week passed a motion to support KPFA's Frank Sterling, an indigenous journalist who anchors the station's apprenticeship training program, who was assaulted and arrested by police at a protest of police brutality.

The PNB Strategic Planning working group is meeting today at 5:30 PM Pacific, via Maestro conference,Phone (323) 393-4046 ACCESS CODE 504 258 # followed by the KPFK LSB Fundraising Committee via zoom at 7 PM. https://us02web.zoom.us/j/85985956087 Meeting ID: 859 8595 6087 One tap mobile +16699006833,,85985956087# US (San Jose)

Increasing the funding for our stations and foundation is a top priority. If you have not recently donated, please do so. If you are a member of an organization, community group, or faith-rooted body that is concerned about racial and gender justice, economic equity, environmental sustainability, or the cause of peace, please reach out to other members and urge them to become members of KPFK.

The PNB Elections Committee is meeting at 4 PM Tuesday, livestreamed on kpftx.org. The KPFK LSB GM Search Committee is holding a convening meeting on Wednesday, May 4 at 10:30 AM via zoom. 

https://us02web.zoom.us/j/81825729090?pwd=Q2NWMUhpaE5waGd6dVlBSmZtWllVUT09 Meeting ID: 818 2572 9090
Passcode: 000470 One tap mobile +16699009128,,81825729090#,,,,*000470# US (San Jose)

Historically the first couple of meetings of the search committees have been public, but thereafter much of the business is done in closed sessions to deal with confidential personnel matters.

The Pacifica National Board is scheduled to meet Thursday night at 5:30 PM PDT and the meeting will be streamed on kpftx.org. You can reach the PNB members to comment by email to pnb@pacifica.org.  Some matters that may be taken up include  the scheduling of this year's delegate elections, given the straitened financial situation, and the challenge filed to the FCC renewal of WBAI's license by Donald Goldmacher and "Pacifica Safety Net".

CONTACT INFO:
You can communicate to the Local Station Board by emailing LSB@kpfk.org, or reach the chair, Michael Novick at mnovick@kpfk.org. You can contact the Pacifica National Board by emailing PNB@Pacifica.org. LSB and PNB meetings and their committees are also posted to https://www.kpftx.org, where it is also possible to listen to streaming or recorded audio of many meetings.

We are still looking for members for the Community Advisory Board (CAB). Email mnovick@kpfk.org if you are interested, especially if you have experience with data analysis or in conducting a community needs assessment.

You can find a selection of issues of the old KPFK Folio print publication at this URL: https://archive.org/search.php?query=subject%3A%22KPFK+%28Radio+station+%3A+Los+Angeles%2C+Calif.%29

If you have editorial and layout skills and would be interested inworking to revive the Folio, or could do ad sales to make it financially viable, contact mnovick@kpfk.org.

LATEST NEWS:
 
The KPFK Local Station Board will meet via zoom on Sunday, April 24, starting at 10 AM Pacific. Top of the agenda includes completing the election process for members of the General Manager Search Committee by resolving ties on the STV balloting. We will also be considering motions to re-establish the Community Advisory Board and elect members to it, to carry out such CAB responsibilities as conducting a community needs assessment and advising management and governance as to how well existing and proposed station programming and policies meet those needs of our extensive and diverse geographic and demographic communities. After (and today) a number of Board and Outreach committee members will be circulating at the LA Times Festival of Books on behalf of the station. Here's the zoom info for that LSB meeting, which will remain the same going forward:
Join Zoom Meeting
https://us02web.zoom.us/j/81829014778?pwd=ZVpyVDZoTHhYTEROTTM3clRUZnV4dz09
 
Meeting ID: 818 2901 4778
Passcode: 408970
One tap mobile
+16699006833,,81829014778#,,,,*408970# US (San Jose)
+12532158782,,81829014778#,,,,*408970# US (Tacoma)
 
Dial by your location
        +1 669 900 6833 US (San Jose)
        +1 253 215 8782 US (Tacoma)
        +1 346 248 7799 US (Houston)
        +1 929 436 2866 US (New York)
        +1 301 715 8592 US (Washington DC)
        +1 312 626 6799 US (Chicago)
Meeting ID: 818 2901 4778
Passcode: 408970
The LSB outreach committee moved its normal last Sunday of the month meeting to Monday because the LSB shifted its monthly meeting from the third Sunday because of last week's holidays. It will meet at 4 PM PDT via zoom:
https://us02web.zoom.us/j/3963821349?pwd=WURGNDYvQm5zQXcwRkk4UnJwRVZUQT09
~ Meeting ID: 396 382 1349 /
Passcode: 421367#
One tap mobile: +1669-900-6833,,396-382-1349,,,,*421367# US
The PNB Development Task Force has a meeting scheduled for Monday, April 24 at 5:30 PM PDT. The PNB Finance Committee meets the following day, livestreamed on KPFTX.org (Tue, Apr 25, 5:30 PM PDT), and the PNB Governance Committee at 5:30 PM PDT Wed Apr 26, also livestreamed on KPFTX.org.
 
Tuesday April 26 there is also an all-day special on-air fundraiser for the invaluable Pacifica Radio Archives (PRA), which are housed in our same building as KPFK and the Pacifica national office. It will air live on all five stations. Don't forget to tune in and donate generously.
 
The LSB Finance Committee is meeting Wednesday April 27 at 4 PM Pacific. Here's the log-in info: The Maestro Phone # is 310-409-2027 or 323-393-4046. The GUEST Login PIN is 509912#. This will also stay the same going forward.
 
The PNB Coordinating Committee is meeting at 5 PM Pacific on Thurs Apr 28, followed by the Pacifica National Board itself at 5:30 PM PDT. Listen in on kpftx.org, and you can communicate to the PNB via pnb@pacifica.org.
 
The PNB Technology Task Force is meeting next Saturday April 30 via zoom 
https://us02web.zoom.us/j/81066514699?pwd=a1VMNnJ6V1BOMlFNTkdSelF2UHlyQT09
Meeting ID: 810 6651 4699 Passcode: 993085
Dial by your location
+1 646 558 8656 US (New York)
+1 312 626 6799 US (Chicago)
+1 301 715 8592 US (Washington DC)
+1 669 900 9128 US (San Jose)
+1 253 215 8782 US (Tacoma)
+1 346 248 7799 US (Houston)
Meeting ID: 810 6651 4699
Passcode: 993085
Find your local number: https://us02web.zoom.us/u/kdDBQI6afZ

PNB Director's Report to the KPFK LSB       

Beth von Gunten, PNB Director

April 24, 2022 

 

Pacifica's financial situation remains precarious. The burden of legal disputes undermining Pacifica's financial wellbeing is lamentably almost exclusively between Pacificans past and present, resulting in the foundation hemorrhaging legal fees. At some point we have to ask qui bono? Who benefits? To whose possible advantage is this? How does this possibly serve the best interest of Pacifica, to which all those of us in governance owe a personal fiduciary duty and a duty of care? At what point will we each choose to prioritize Pacifica's continued existence over factional disputes? As the old song says, 

 

We're supposed to be some kind of different. 

 

As with so many nonprofits these days, Pacifica's reserves have been depleted. Revenue is down significantly year over year, undermined by internecine disputes and overt efforts to dissuade long time supporters from making good on their commitment to the network. How is this in the best interest of Pacifica? 

 

We continue to service our debt and have paid down a significant portion of the principle, though further debt remains. The EIDL loan greatly reduces the cost of part of that debt, allowing us many more years to pay it off, buying us time. 

 

NETA is in the final stages of completing the 2021 audit on schedule, keeping us current, and continues to report regularly on Pacifica finances month by month. Those stations struggling the most, WBAI, KPFT, and KPFK, are being closely monitored. The PNB has approved budgets for the Affiliates, WBAI, and WPFW. The KPFT budget has passed the NFC and is ready for presentation to the PNB. Other budgets remain in preparation and will be brought forth as each us ready. Each budget completed is a step forward in the process of revising our Chart of Accounts. 

 

That puts us well ahead of where we were at this time last year, which itself was far far ahead of where we had been for many years before that. Recovering incrementally from the state of deterioration into which Pacifica had been allowed to fall, month by month Pacifica continues to make steady progress to restore standard operating procedures and bring order to our finances. 

 

For my part, I continue to do all I can to attend all meetings, meet all organizational commitments, and honor our mutual duty of fidelity to Pacifica. In what I see as clearly an existential crisis for the network, I beseech my colleagues across the board without exception to set aside factional differences for now and prioritize the wellbeing and continued existence of Pacifica as a whole while we still have a chance, for in these fraught times, we will have little chance ever to recover anything remotely resembling Lew Hill's vision if Pacifica once slips from our hands. The situation is that dire. Please stand together with Pacifica, for Pacifica in this our hour of greatest need. 

We gotta keep on keeping on

Cause if we don't do it ain't nobody gonna 

But if we can't do it with a smile on our face

And love in our hearts, 

We got no right to do it at all

Cause it just means we ain't learned nothing yet.

We're supposed to be some kind of different.

Beth von Gunten

KPFK LSB, PNB Vice Chair 

 

Earlier news


The KPFK Local Station Board met in a continuation meeting on Sunday, April 3 at 10:00 AM, as noticed on kpftx.org and announced via the KPFKLSBnews email list. The LSB voted to reconsider the previously approved authorization for an email vote on an STV ballot to populate a GM Search Committee, and then voted for a substitute motion to authorize a new vote and a tally by tellers, with another continuation meeting next Sunday, April 10 at 10 AM via zoom to receive, verify and ratify the results, including resolution of any ties. 

 
The substantive difference was that the substitute motion eliminated the non-LSB nominees for the General Manager Search Committee, restricting the field to (previously nominated) LSB members. 
 
Here's the zoom info for next Sunday's continuation meeting, where the tellers will present the new tally for verification and ratification and the resolution of any ties:
 
Join Zoom Meeting  https://us02web.zoom.us/j/84751605785?pwd=bkcwb1lKb2xLemFoWllpRGNvM0hXQT09 Meeting ID: 847 5160 5785
Passcode: 699827
One tap mobile +16699006833,,84751605785#,,,,*699827# US (San Jose)
Dial by your location
+1 669 900 6833 US (San Jose)
+1 346 248 7799 US (Houston)
+1 253 215 8782 US (Tacoma)
+1 312 626 6799 US (Chicago)
+1 929 436 2866 US (New York)
+1 301 715 8592 US (Washington DC)
Meeting ID: 847 5160 5785
Passcode: 699827
Find your local number: https://us02web.zoom.us/u/keNk29vth
 
The KPFK LSB Fundraising Committee is meeting today at 7 PM, (and its working groups meet every Monday at that hour to advance various off-air fundraising efforts). The zoom information is the same each week:  Zoom Meeting
https://us02web.zoom.us/j/85985956087  Meeting ID: 859 8595 6087  One tap mobile  +16699006833,,85985956087# US (San Jose)
 
The PNB Elections Committee will meet Tuesday, April 5 at 4 PM PDT, streamed on kpftx.org. Prior meetings of the Elections Committee have been open to direct public participation, but that is not currently posted to kpftx.org
 
The Pacifica National Board has a meeting scheduled for Thursday, April 7 at 5:30 PM PDT, livestreamed on kpftx.org.
 
We are still seeking applicants for the Community Advisory Board (CAB) who can do a community needs assessment of our large and diverse listening area, and then review how well existing and proposed programming meets those needs. Additional interviews are scheduled for Friday April 15 and Saturday April 16 from 10 AM. If you are interested, please contact the LSB chair at mnovick@kpfk.org.
 
Please donate to KPFK via the website. There will be an election for Local Station Board of both listener and staff delegates this year, and listeners become eligible by contributing at least $25 or three hours of supervised volunteer service during the prior year. We also urge you to consider becoming a monthly sustainer, at whatever level you can afford, to give the station predictable and regular income. You can do all that on the website, https://kpfk.org and click on the donate button. Donating monthly via an electronic funds transfer from your bank account if you have one saves the station costly processing fees for credit card donations. Thanks!
 
Please note that because of the various religious holidays, the regular monthly business meeting of the LSB has been moved from the third Sunday, 4/17, to the next week, April 24 at 10 AM via zoom.
 
Earlier reports below
 
Stuart Landau, the chief engineer at KPFK, was appointed as acting General Manager, pending the appointment of an interim General Manager, by Pacifica Executive Director Stephanie Wells. The LSB Personnel Committee voted last week to recommend that the LSB constitute a GM Search Committee under the Bylaws; that will be taken up at the regular monthly LSB meeting next Sunday, March 20, at 10:30 AM via Zoom. The ED and acting GM have been invited to attend.
 
Wednesday, March 16 at 7:30 PM, the KPFK LSB Governance Committee will meet via maestroconference to plan a proposed agenda for that LSB meeting. Here's the log-in information from kpftx.org
KPFK Governance Committee  
Purpose: Plan agenda for March LSB mtg Via Maestro conference 323-393-4046 passcode 504258#

Please note that the LSB meeting originally scheduled for that date has been canceled, as the LSB voted to return its meetings to Sunday mornings, so that meeting will take place as noted on the third Sunday, not the third Wednesday. Some people have been confused because the listing for Wed. still appears on kpftx.org (but in yellow, indicating it has been canceled. Meetings once posted cannot be removed from KPFTX.org, only canceled or updated. Apologies for any confusion this has caused.)

 
 
The Governance Committee will also propose a procedure for STV voting on the membership of the GM Search Committee. Under a policy adopted by the PNB back in 2014, and as far as I know still in force, the GM Search Committee could include listener and staff members who are not LSB members (subject to STV election by the LSB and signing a confidentiality agreement).  There will also likely be an STV election proposed for membership on the Community Advisory Board (CAB), which is charged with conducting a community needs assessment and using it to help ensure that our programming is compliant with the Pacifica mission and meets community needs. If you are interested in serving on the CAB, please notify the LSB or the chair ASAP (email LSB@kpfk.org or mnovick@kpfk.org).


Here's the zoom information for next Sunday morning's LSB meeting, which will remain the same on the third Sunday each month going forward. As usual, there will be a half-hour of public comment interspersed throughout the meeting. We anticipate that candidates for the GM Search Committee and for the Community Advisory will each have a brief opportunity to speak as part of the agendized discussion.
LSB General Monthly Business Meeting zoom info:
https://us02web.zoom.us/j/81829014778?pwd=ZVpyVDZoTHhYTEROTTM3clRUZnV4dz09
Meeting ID: 818 2901 4778 Passcode: 408970
One tap mobile: +16699006833,,81829014778#,,,,*408970# US (San Jose)
Thanks. We hope you can join us! And don't forget to donate or become a sustainer via https://kpfk.org -- invite your friends, co-workers, classmates, family members, neighbors, and social media contacts to join you in doing so. Under conditions of war, economic distress, environmental woes, corporate domination, immigrant scapegoating, and a reckoning with racism, KPFK and Pacifica are more important and valuable than ever as a platform for free speech and community radio.
 
EARLIER NEWS:
 
The KPFK LSB met earlier in March in a continuation meeting from its meeting of last Wednesday to address issues around our election of delegates to PNB committees. Through an inadvertent error, the authorizing motion passed last week restricted ballots to only members present, though that was not the intention or the usual policy which is that for email balloting in STV or IRV elections by the LSB or delegates, all members get to vote. We elected Evelia Jones as a director on the PNB Committee of Inclusion for KPFK, and Marisol Cruz, Bella De Soto, and Paul Roberson as delegate members. Those four will meet soon and can add additional, non-LSB members to the Committee, which is charged with ensuring inclusivity, especially for under-served and under-represented communities, in all aspects of the station, including governance, management, programming and staffing. Again, if you are interested in serving, please email the LSB chair at mnovick@kpfk.org, or the entire LSB at LSB@kpfk.org. We also seated delegates on the PNB Audit, Elections, Governance, and Programming Committees. In addition, there are a number of PNB task forces, including a Development Task Force and a Technology Task Force, which are open to non-LSB members. 
 
There had been substantive discussion at the prior LSB meeting by both LSB members and public comment regarding a vote at the PNB the week before, after initial nominations were made by the LSB, to limit delegates on PNB committees to one from each station. This contravenes the Bylaws, which specify that all standing committees of the PNB will have "at least one director and two delegates from each station." (The director is elected by the directors; the delegates by the LSB.) It was stated that this was an error by the PNB and that it would be revisited and corrected, and we proceeded to review the nominations for the various PNB committees plus the PNB Committee of Inclusion for KPFK (which has one director and three delegates, all elected by the LSB as the initial members, who can then bring additional members on to carry out the work of the committee -- if you are interested in serving, please let us know).
 
There was also a very moving memorial and celebration of the life of Fernando Velazquez, co-host and co-producer of Informativo Pacifica and a former LSB member, former news director, and long-time producer, trainer and mentor at KPFK. This took place earlier today in Elysian Park, with his children and grand-children, neighbors, colleagues, comrades and friends.
 
Monday March 21 at 4:00 PM PST, the Programming Oversight Committee (PrOC) will meet via maestro conference. 
Phone (323) 393-4046
Access code 504 258 #
The same call-in number and access code will also be used later that day for a meeting of the working group on a Community Advisory Board (CAB), which we hope to have seated after votes are tallied and ratified the following Sunday. The CAB working group will meet 3/21/22 at 7 PM. Looking at kpftx.org I note that the PrOC meeting does not specify that it is streamed, and the CAB meeting specifically says "not streamed". I hope this can be corrected.
 
The National Finance Committee met Tuesday, 2/22/22 at 5:30 PM PST, streamed via kpftx.org (the NFC is composed of a director from each station, elected by the PNB, and the treasurer of each LSB, elected by the LSB; in our case currently, Kim Kaufman.
 
The KPFK LSB Finance Committee will meet Wednesday, March 23, at 4 PM PST, probably with more information about outcome of the winter on-air fund drive (please contribute generously, even with the fund drive over, and become a sustainer with a monthly recurring donation preferably via electronic funds transfer from a bank account, which saves the station money on credit card fees).
 
The KPFK LSB Outreach Committee will meet Sunday, March 27 at 11:30 AM. There is not currently any log in information posted for this meeting, an oversight which will hopefully be corrected; previous meetings have been conducted via zoom.
 
LAST YEAR'S DEVELOPMENTS:

The outgoing KPFK LSB MET on Wednesday December 15 at 4 PM in a special emergency meeting to consider and approve the minutes of its past meetings before its term expires with the seating of new delegates, which will take place that same evening, starting at 6 PM. There are separate zoom links posted on https://kpftx.org on the calendar of Pacifica meetings - click on the day to see details of the meeting. The newly elected or re-elected delegates will be seated, the GM will give a report and take questions from LSB members and the public, and then the Board will hear nominations and begin the election process for officers. Because it requires an email ballot if there is a contest, and IRV (instant-runoff-voting) ballots, results will not be known for several days. There will be nominations for directors to the Pacifica National Board, but that election will take place in January. Current directors will report on national matters. We will also take volunteers from the LSB and the public to serve on various LSB committees and the PNB Committee of Inclusion for KPFK.

The KPFK LSB conducted a Town Hall to hear issues people experienced in the last election and ideas people have about restoring Pacifica's luster on Saturday, Nov. 20.

The KPFK listener and staff delegates will on Sunday. Dec. 12 via zoom to vote on any Bylaws Amendments approved by the Pacifica National Board. You can see the four amendments under consideration this cycle on the https://pacifica.org home page. The delegates determined there had been inadequate notice to listeners on the website and on air and decided not to vote on any of the amendments. At least two, if adopted would have required a membership vote which would have been impossible before the end of the calendar year as required. The delegates also defeated two motions to delay the seating of the newly elected or re-elected delegates on Wed. Dec. 15. One would have delayed the seating until the National Election Supervisor issued her ovedue report on the elections (this has now occured, subsequent to the meeting -- see https://elections.pacifica.org for a link to the site of the report which can be downloaded). The other would have delayed the seating until a ruling on a motion in pending litigation on Dec. 29. 

The LSB held its November business meeting on Wed., November 17 at 6 PM Pacific and heard and discussed reports from the General Manager and the PNB directors, and scheduled its next meeting. The newly elected and re-elected delegates were congratulated. A motion to require a re-tally before any delegates could be seated in December was defeated. The PMB directors' reports and the LSB treasurer's report and other documents presented at the meeting follow the next paragraph.

The election process for listener and staff delegates to the Local Station Board was completed on October 15 when quorum was reached for both the listener-sponsor and staff constituencies. The National Elections Supervisor posted the verified results on November 1 at https://elections.pacifica.org but has not yet as of this posting produced the required full report on the elections, nor any explanation of the disqualification of several candidates at KPFK. Newly-elected or re-elected members will be seated and take office at the December meeting of the Local Station Board for a three year term. There will be an election next year for the other half of the LSB, nine listener delegates and three staff delegates.

KPFK will be in a membership drive in December, and the LSB provided a $1000 matching fund to stimulate membership in the station during the last drive.

Directors' Reports:

 

From PNB Directors Lawrence Reyes & Lydia Ponce

Report To the KPFK LSB, November 17, 2021

LR reports of Service on PNB Committees,

1.         PNB Elections Committee: the entire Elections Committee was very concerned about some of the processes that took place in the most recent completed Network Wide Delegate elections. The PNB Elections Committee opened the Committee process to Public Comment Network Wide, receiving and accepting Testimony from Listeners or staff concerning Delegate Elections concerns. The Committee Secretary, Jeannine Rohn, documented the Public’s concerns about the 2021 LSB Elections.

2.         PNB Governance Committee vetted and addressed New By-Laws amendment Proposals and will continue at its next regularly scheduled meeting on November 24th at 5:30 PM PST, 7:30 Central Time, 8:30pm Eastern Time streaming on www.kpftx.org;  as a reminder, there is an Open By-Laws Proposal Timeline please log on to www.pacifica.org for additional information.

3.         Executive Session report regarding the sale of KPFT Property.

4.         Pacifica Legal Counsel report regarding New Day Litigation and Counter Law Suit a matter of Public Record this Director will be providing a report.

In a labor of Love of Service, Lawrence Reyes & Lydia Ponce, KPFK Listener Directors

From Pacifica's Counsel:

New Day Pacifica, by its attorneys, Jan Goodman and her husband, Jerry Manpearl, four months after the Bylaw vote was announced, and we have all moved on, have not only answered the lawsuit against New Day and Jan, but have filed a Counterclaim, seeking a) to have the New day Bylaws declared in effect, and b) for the right of New Day to use the Pacifica email and mailing list to raise money to pay Jan and Jerry's legal bill, and c) to have the KPFK LSB election overturned. I had hoped that they would just throw in the towel, but they have decided to bring rather baseless litigation (which they had insisted HAD to be litigated in Oakland), focused on the notion that "theoretically" staff members could have elected more PNB members under their bylaws than they are presently guaranteed. As I stated in my statement to the members, it bears relationship to the theories bandied about by Trump lawyers after the election.

Unfortunately, though I make fun, their action will cost us money to fight,. We have reasonably priced California counsel, and I have been admitted to the court  to participate in the litigation (which saves money), this countersuit will drag on for a year or more, and drain needed funds.

Additionally, to the extent it helps, I have included a copy of our First Amended Complaint with notes as to New Day and Goodman's admissions/denials. 

Arthur Z. Schwartz

Principal Attorney Advocates for Justice Chartered Attorneys

President- Advocates for Justice Legal Foundation

General Counsel - Pacifica Foundation

Political Director- NY Progressive Action Network

Democratic District Leader - Greenwich Village, NYC

Law Co-Chair - Manhattan Democratic Party

225 Broadway Suite 1902

New York, New York 10007

Office: 212-285-1400

Cell: 917-923-8136

Fax: 212-285-1410

 

PNB Director's Report to the KPFK LSB  

Beth von Gunten, PNB Director

November 17, 2021  

Over the course of the last month the KPFK financial crisis has deepened, compelling the focussed attention of the entire Pacifica National Board, because it represents an existential crisis to the network as a whole. The recently concluded KPFK fund drive was the poorest in the history of the station. Immediate course corrections are necessary if we are to continue operations.

In addition to an earlier $150,000 installment, Pacifica has received an additional $350,000 of an Emergency Injury Disaster Loan (EIDL loan), with another $1,500,000 in future increments still possible, though not assured. This has helped satisfy some of our most urgently pressing debts and allowed us to continue operating, but is in no way a long term solution.

Everything necessary to conduct the FY2021 audit is now in place. It is expected to proceed on time for the first time in years now that we've made good on our previous debt to the auditors.

The National Finance Committee has taken up the National Office budget and central services formula as the first of eight Pacifica financial unit budgets to be addressed this year, to be followed by each of the other seven, several of which are now ready and waiting for review. The KPFK budget remains a work in progress.

Over the course of the last month, I've attended all regular and special national board, committee, and task force meetings in which I represent KPFK, including all Pacifica National Board, National Finance Committee, National Strategic Planning Committee, National Development Task Force and other meetings, to assure reliable KPFK representation at the national level.

Having been asked and having agreed to chair the National Development Task Force, the NDTF voted without opposition to confirm my nomination this month. We will identify a range of potential revenue streams, track them over time, and lay out clear steps to realize the most promising of those possibilities with the objective of increasing Pacifica revenue across the board.

Though I recognize no obligation to acknowledge or answer the all to frequent ad hominem attacks, defamation, and other forms of verbal abuse, I'm more than willing to respond to questions, comments, suggestions, and civil critique. I remain ready and willing to serve.

In peace, for Pacifica,

Beth von Gunten

KPFK LSB, PNB Director

Current litigation:

Pacifica suit versus New Day

FOR PURPOSE LAW GROUP, LLP
Mary T. Dowling, Esq. (SBN 299773)
May L. Harris, Esq. (SBN 211210)
Matthew B. Learned, Esq. (SBN 255499)
408 Nutmeg St.
San Diego, CA 92103
Tel: (619) 780-3839
Fax: (619) 780-2451
Email: mlearned@forpurposelaw.com
Attorneys for Plaintiff,
Pacifica Foundation Inc., a California nonprofit public benefit corporation
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF LOS ANGELES
INTRODUCTION
1. This is an action for declaratory relief, injunctive relief and accounting (including
restitution) brought on behalf of the Pacifica Foundation Inc. (“Pacifica” or the “Foundation”), a
not-for-profit membership public benefit corporation (which is listener-supported), addressed to a
recent referendum conducted among its membership. The referendum was addressed to a bylaw
PACIFICA FOUNDATION INC., a California
Nonprofit Public Benefit Corporation
Plaintiff,
vs.
NEW DAY PACIFICA, an Unincorporated
Association, by its Chair, SHARON KYLE;
SHARON KYLE, Individually; JAN
GOODMAN as Vice Chair of New Day
Pacifica and Individually; LYNDON FOLEY,
as Treasurer of New Day Pacifica and
Individually; and AKIO TANAKA, as
Secretary of New Day Pacifica and
Individually; and DOES 1 through 25,
inclusive,
Defendants.
Case No.
VERIFIED FIRST AMENDED
COMPLAINT FOR:
1. DECLARATORY RELIEF;
2. INJUNCTIVE RELIEF;
3. VIOLATION OF CALIFORNIA
CORPORATIONS CODE §§ 6338(a)(1)  & (2);
4. ACCOUNTING; AND
5. UNJUST ENRICHMENT
PACIFICA FOUNDATION FIRST AMENDED COMPLAINT
amendment proposal circulated by defendant New Day Pacifica, an unincorporated association of
mostly Pacifica Foundation members. In that referendum, according to Pacifica’s Bylaws,
approval of by Pacifica’s two classes of voters—listeners and staff—was needed for the proposal
to be adopted. The listener class voted in favor of the proposal, but the staff voted against the
proposal. Given this vote, the election administrator declared the proposal defeated.

Jan Goodman lawsuit for New Day:

MANDEL AND MANPEARL
GERALD T. MANPEARL, SBN 35095
120 Larkin Place
Santa Monica, CA 90402
Tel: 310-614-4586 or 310-729-2394
Email: JerryManpearl@Gmail.com
Attorney for Defendants and Cross-Complainants
NEW DAY PACIFICA, JAN GOODMAN,
SHEILA McCOY, ELIZABETH JENSEN,
MANSOOR SABBAGH, EVELIA JONES
JAN GOODMAN, SBN 65973
120 Larkin Place
Santa Monica, CA 90402
Tel: 310-614-4586 or 310-729-2394
Email JanGoodman.kpfk@Gmail.com
Attorney for Cross-Complainant
NANCY PEARLMAN
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
PACIFICA FOUNDATION INC., a California Nonprofit Public Benefit Corporation,
Plaintiff,
vs.
NEW DAY PACIFICA, an Unincorporated Association, et al
Defendants.
_______________________________________
NEW DAY PACIFICA, an Unincorporated Association, JAN GOODMAN, SHEILA McCOY, ELIZABETH JENSEN, MANSOOR SABBAGH, EVELIA JONES, NANCY PEARLMAN
Cross-Complainants
vs.
PACIFICA FOUNDATION, a California Non Profit Corporation, AND ROES 1-200 Cross-Defendants
Case No.: 21BBCV00642
Judge: Hon. William D. Stewart
Dept. A
Date Filed: July 22, 2021
Trial Date: None Set
VERIFIED CROSS COMPLAINT FOR:
(1) Relief under Corp Code 5617; 5034
(2) Injunctive Relief
(3) Declaratory Relief
(4) Regarding 6338(a)(1)
(5) Declaratory Relief re KPFK Local
Board election §§5033 & 5034
(6) Breach of Fiduciary Duty

CROSS COMPLAINANTS ALLEGE:
I. SUMMARY
1. By this action Cross-Complainants seek (i) to validate results of a referendum election wherein the majority voted to adopt new Bylaws for an organization, and management improperly rejected the outcome of election; (ii) to validate Cross-Complainants’ fund raising efforts, (iii) to provide Cross-Complainants access to the organization’s membership list for fund raising purposes, (iv) an order determining outcome of the KPFK Listener Station Board election and (v) additional relief as described below.
 

At its October meeting, the LSB revised its advisory committee membership protocol to eliminate the requirement that committes have a majority of LSB members, and thus to allow all KPFK members who fulfill the requirement to attend three consecutive regular committee meetings to become voting  members of that committee. The LSB also defeated a motion to restrict the LSB@kpfk.org email list exclusively to LSB members to post. The list will continue to open to comments from the public. In collaboration with the GM, we will set up a separate internal business list for the LSB.

At the request of the new GM, the LSB will switch its final two meetings of the year, in November and December, to the third Wednesday evening of the month at 6 PM Pacific, via zoom. Thereafter, the newly-seated board will adopt a schedule for the coming calendar year.

The Community Advisory Board will meet telephonically on Monday, Nov. 15 at 7 PM Pacific. We are seeking additional members rooted in geographic and demographic communities we are or should be serving, who have the expertise to conduct a well-founded, objective community needs assessment of our large listening area. If you are interested in serving, please contact the LSB chair at mnovick.kpfklsb@gmail.com.

The GM has also scheduled the bi-monthly LSB report to the listeners live on-air with listener call-ins for Monday, Nov. 15 from 9-10 PM. Tune in, and call-in with your questions and comments!

The LSB held a special meeting on Wed. Sept 1, and adopted the following motion:

Moved that the KPFK LSB strongly urges station management to convene a strategic planning meeting immediately, incorporating governance and paid and unpaid staff, to come up with a plan for meeting KPFK's expenses on an ongoing basis, including seeking grants, developing a plan for distributed on-air fund raising on an ongoing basis that does not interfere with broadcasting, seeking media partners that can help develop new, attractive programming that will rebuild our audience, calling out to lapsed subscribers, economizing on other development and operational costs, and other possible methods for bringing the station's budget into balance. The incoming GM is invited (and will be kept appraised of any proposals developed).

The then-interim GM, Moe Thomas, responded favorably and an initial meeting was held, and two follow-up meetings including staff members, management and paid and unpaid staff; with the new incoming GM, Miquel  Calçada, being kept informed. He officially began on Sept. 15, and gave a written and recorded report at the regular monthly LSB business meeting via zoom on Sunday Sept. 19, provided below.

The strategic planning group developed several initiatives, including arranging for phone-banking software to call out to lapsed and current listeners to get their assessments of what we are doing right and where we can improve, and to seek their financial support. Another project is an appeal letter to organized labor, developed by LSB chair Michael Novick and PNB director Lawrence Reyes (both long-time rank and file labor activists). A third is a series of public affairs webinars by Ali Lexa (a staff delegate on the LSB and PNB director) and Cary Harrison, to promote station membership during and between on-air drives. The LSB will seek to continue this process with the new GM.

PNB director and LSB member Jim Osborne resigned, and was replaced as a director in a special election for the unexpired term by Lydia Ponce. Rob Macon was seated on the LSB per the Bylaws as the next available runner-up. In October, staff delegate Kiyana Williams resigned, and was replaced for the brief remainder of her term by Myla Reson, the next available staff runner-up from the prior completed election.

GM Report

KPFK GM Report to the LSB – Monthly Meeting, Sunday October 17, 2021

Good morning everyone. My first day as the new GM at KPFK was September 15, 2021. During this first month of my tenure, I received 803 emails from staff, unpaid staff, programmers, volunteers, directors of the LSB, members of several LSB committees,  directors of the PNB, former members of the Boards, long-time listeners, contractors, and vendors. I can say that at least a half of those emails are, simply put, noise, interference, in most cases, toxic interference.

My first point in this is asking you to please refrain from using this magnificent tool that is email lists. It doesn't benefit anyone. Nor the person is sending it, not the people caught in that list that don't need to know and don't want to know the resentment embedded in those messages. It is as easy as thinking, "what is the use of the email I'm going to send?" "Does it entails a specific action to be made by the recipient?" If the answer is no, please, don't send it. Get up, take a walk for a couple of minutes, and resume the task you were doing.

This introduction is to make you aware that nobody can do a job if it's constantly interrupted. You can say, "well, you don't have to answer all your emails. You don't have to read all the ones from folks if you already know what they're going to say". Actually, someone sent me this yesterday. The fact of the matter is that if you want to do the job you've been hired for, you have to read them all and answer them. If I don't read them, I don't know what they want from me.During this month, I configured a better picture of the situation at KPFK and Pacifica at large. I guess I only know a fraction of it, but sufficient enough to move ahead.

Yes, I've had to hit the ground running. I don't complain. I want to talk about three critical topics briefly: Financials, Programming, and Governance. It is useless that I describe here the diagnosis of the situation. Pacifica Foundation, and KPFK, have a solid army of people mastering diagnosis. The bottom line is besides plans, programs, new strategies, what do we accomplish tangibly every day? What do we do at the end of the day to overcome this situation? If we do the same we've been doing, we will get the same results. Hence we will no longer be able to sustain the station.  On the governance turf, Pacifica has done the same she has been doing for years, overruling the responsible of the station, me as a GM, and laying off another non-union staff. I have no doubt outsourcing the financial department will positively impact the long run. Yet, the way it was conducted was irresponsible because that puts you, as the LSB, in a very odd situation, not to mention myself. But moving ahead, my goal is primarily to act, and maybe we'll have time to plan later. But now, if we see something, we have to solve it.

Let's start with financials. With the former Business Manager, I reviewed the monthly accounts payable. From this review with him, now with people from NETA, it is clear there are some dysfunctions. This month we have started to move forward to spare, save, shave money from current vendors. Basically, I'm talking about telecommunication providers, meaning telephone services, internet, etc. We've taken the first steps to significantly reduce bills (sometimes getting rid of the vendor straightforwardly). And we've talked to other vendors to review their statements and sometimes get rational explanations or amending bills.

In this report, I'm not going to talk about HR. But, let me say that I am looking forward to PNB's decision on the best last final offer to CBA (Collective Bargaining Agreement). Also, I would like you to know that besides the Business Manager, one of our board operators resigned yesterday. The financial goal would be to balance our FY22 budget against our lowest-income expectations.

But, doing so without taking into account programming would be foolish. Because everything remains the same. Programming has to be remodeled, revamped. Implementing new programming has to be done cautiously. And once done, be patient, and be aware of fine-tuning some of the changes. Yet, programming isn't something that creates listeners/members overnight. We need some time, stability to regain trust among our listeners. I believe we've done lots of things adversely. Think about programming as a field. You can plant whatever seeds you want. But you have to take care of this field. You have to rain it, pull up the weed, and harvest the field if the season has been good. But you cannot constantly reap because every time you do, you are exhausting the crop. And here we are now, with a depleted crop.

Nevertheless, we've already started to move in the right direction by giving programmers some guidance and streamlining the grid. We need to air this field, so we need to gain time and not be desperate every payroll. Therefore, I don't know how, but some subsidies will have to come while we walk/run in the right direction.

Regarding revenues, we've started to work toward regaining the CSG grant from the CPB. If we succeed, the grant would be for FY2023. That means meanwhile, any support from this board trying to get any grant, contribution, gift,  from large donors, etc., will be much appreciated, and I am personally committed to work along with these efforts.

Finally, regarding governance, let me tell you that although I appreciate the different committees from KPFK LSB, it is really complicated for me to attend all. I spoke with the Chair about the possibility of scheduling this monthly meeting on weekdays, preferably before 5 pm. I would appreciate it if you support this initiative. As always, feel free to send me all you think may help the station.

Thank you.

PNB Directors' Reports:   

Beth von Gunten, PNB Director, October 17, 2021   

Pacifica is reaching the financial limit of its ability to proceed with business as usual and is approaching an inflection point. In a long strong Pacifica tradition, those of our eight units in more robust condition financially have been prevailed upon yet again to lend a hand to those units currently under greater financial stress. At this point, those sources have been effectively all but exhausted. A day of reckoning looms. 

Fortunately, managerially we've turned a corner. After an extended period of a serious dearth of leadership at KPFK, Miquel Calçada has stepped forward to take the helm as our new General Manager. While no one person can be expected to shoulder the burden alone, the presence of someone prepared to orchestrate our many mutual efforts can make a significant difference. It's been a long wait. We are fortunate finally to have him with us. 

In another step forward, KPFK financial services have now been moved to and consolidated under NETA, the National Educational Telecommunications Association, reducing those costs by two thirds, a substantial reduction in excess expenses, and a move to further regularize our business practices. 

Pacifica National Finance Committee met in special session this month explicitly to deal with the KPFK financial crisis, in addition to its twice monthly regular meetings. We ratified the hard work so many have put into identifying and reigning in the worst of our long standing excess expenditures, finally approving a FY21 budget, at least in name, though its greater functional value will be as a guidance document in preparing a more realistic prospective FY22 budget. Work on that process continues.

Given our current precarious financial predicament, Pacifica has applied for an EIDL loan, an Emergency Injury Disaster Loan, from the Small Business Administration. If granted, it would provide a loan of as much as $2 million at 2.75% APR for a 30 years term, with a grace period of two years before a first payment would be due. Application has been made, but to the best of my knowledge there's no word yet on whether we'll be granted such a loan.

Debt is never to be taken on lightly, but EIDL loan rates are far preferable to what we're paying now on our considerable debt load. An EIDL loan would buy us time to get our financial house in order and capitalize on the recent progress we've made, bringing all audits up to date and getting budgets in place across the network. 

That work continues apace. With FY21 budgets in hand for seven of the eight Pacifica business units, those can now inform the creation of a FY22 National Office budget, the NFC's intended first FY22 priority, followed then by all other units. 

As reported at the most recent NFC meeting, of the other seven units, one is ready for immediate review, two more were ready to present to their Local Station Boards for approval, two of the smaller units anticipated no delay in completing their budgets, with the remaining two units, including KPFK, in need of significant further work. 

With a more direct  and complete connection to NETA, availability of financial documents is expected to improve. September year end closing financials usually take a bit longer to complete than other months, but NETA may well have them for us at the next NFC mtg. 

That would mean we'd be ready on time for the next audit. At that point, the only remaining obstacle would be that we still owe the auditors for their work on previous audits. That debt must be paid first for us to be able to move forward with the current audit, in order to remain compliant with financial regulations. If granted, the EIDL loan could help meet that need.

Over the course of the last month, I've attended all regular and special national meetings for which I'm responsible to represent KPFK, including all Pacifica National Board, National Finance Committee, National Strategic Planning Committee, National Development Task Force, and other meetings, to assure that KPFK listeners and the LSB always have reliable representation at the national level. 

I've recently been asked to chair the National Development Task Force and have done so on a pro tem basis for the last two meetings. If it pleases the Task Force, I've agreed to continue in that capacity on a regular basis beginning with our next meeting. The NDTF is in the process of identifying a number of potential major revenue streams, laying out clear steps to realizing those possibilities, and accepting assignments to shepherd Pacifica through those processes. 

Our current crisis has necessitated endless background work, collaborating with colleagues at the national level. Many from elsewhere have been more than generous with their time, efforts, and expertise in helping grappling with this existential crisis, for which I'm very grateful. Many thanks to the more experienced colleagues who help inform my work along the way. 

I'm still relatively new to Pacifica governance. Each month that passes I understand Pacifica with greater depth, greater scope, piecing together a more complete understanding of what brings us to this moment. Whatever insight I'm able to gain, I'm grateful for the opportunity to share with others by way of this Report and the extensive contact I enjoy with so many Pacificans throughout the month. Thank you all for your support and for making this work possible.

I'm more than willing to respond to questions, comments, suggestions, and civil critique. But given recent episodes of trolling, I will qualify that by stating plainly that I recognize no obligation to acknowledge or respond to ad hominem attach, defamation, or other forms of verbal abuse. 

Nevertheless, I remain ready to serve. 

In peace, for Pacifica,

Beth von Gunten KPFK LSB, PNB Director

 PNB Director Lawrence Reyes report:

Good morning, Director's report  is being put in email format due to my Laptop key board not functioning properly. I will attach documents for your edification regarding what's happening on the PNB and on a National Level. I believe there are sercet caucus meeting of a majority of PNB Directors acting against the best interest of KPFK with the imposition of decisions which disenfranchizes the efforts of the KPFK Local Station Board to address our immediate concerns with imposing a National Plan where there is None In Place from the National Boards or Committees task to developed such immediate planning. I will report on behalf of the Committees that i'm involved in such as the PNB Election Committee, PNB Governance Committee and some public litigation from our Pacifica Legal Council please see attached.

Lawrence Reyes KPFK Listeners Director report to LSB Oct. 17, 2021

Jan Goodman and her husband appeared in court to argue that our suit to validate the Bylaw vote, and seek to recover money collected by New Day using our list after the vote should be transferred to Alameda County. Jan appeared as counsel for herself and her husband (Jerry Manpearl) as counsel for New Day. The court denied their motion and adopted the decision I attach, and told them that the allegations about using our list - an asset of Pacifica under state law - to raise money was a "very serious allegation."

We filed first because we knew that Jan and New Day would try to sue Pacifica in Oakland. We succeeded. We also learned that New Day has only one "member" and one officer, namely Beth Kean. It has no decision making body, has no internal bylaws, and that whatever is being sent out is all coming from Beth and Jan. The essence of democracy! And they have about $10,000 in hand. (They assert that Jerry Manpearl wants $40,000 in fees to litigate the case.)

Case Number: 21BBCV00642    Hearing Date: October 15, 2021    Dept: A

Motion for Change of Venue

Calendar:

Add-On 5

 

 

Case No.:

21BBCV00642

 

 

Hearing Date:

October 15, 2021

 

 

Action Filed:

July 22, 2021

 

 

Trial Date:

Not Set

 

 

MP:

Defendant New Day Pacifica

RP:

Plaintiff Pacifica Foundation Inc.

ALLEGATIONS:

Plaintiff Pacifica Foundation Inc., a California Nonprofit Public Benefit Corporation ("Plaintiff") filed suit against Defendants New Day Pacifica, an Unincorporated Association, by its Chair, Sharon Kyle ("New Day"); Sharon Kyle ("Kyle"); Jan Goodman as Vice Chair of New Day Pacifica ("Vice Chair"); Jan Goodman ("Goodman"); Lyndon Foley, as Treasurer of New Day Pacifica ("Treasurer"); Lyndon Foley ("Foley"); Akio Tanaka, as Secretary of New Day Pacifica ("Secretary"); and Akio Tanaka ("Tanaka", and collectively, "Defendants"). Plaintiff alleges that it held a referendum for a bylaw amendment proposal circulated by New Day, an unincorporated association of mostly Plaintiff's members, which failed. Despite this, Defendants publicly declared that the amendment proposal was adopted, and that they were now installed as Plaintiff's officers with control over Plaintiff's assets.

Plaintiff filed a Complaint on July 22, 2021, and a First Amended Complaint ("FAC") on August 30, 2021, alleging five (5) causes of action sounding in: (1) Declaratory Relief; (2) Injunctive Relief; (3) Violation of California Corporations Code §§ 6338(a)(1) & (2); (4) Accounting; and (5) Unjust Enrichment.

PRESENTATION:

The Court received the Motion to Change Venue filed by New Day on October 06, 2021; and the opposition filed by Plaintiff on October 14, 2021.

On October 07, 2021, the Court granted New Day's Ex Parte Application to shorten the time for hearing the Motion to Change Venue and set the hearing date for the motion on October 15, 2021, with opposition to be filed by noon on October 14, 2021 and served electrically, and reply to be filed by 7:00 a.m. on the date of hearing and served electrically. Notice was waived.

RELIEF REQUESTED:

New Day moves for an order transferring the instant action to the Alameda County Superior Court. New Day also requests attorneys' fees and costs incurred by New Day in making the instant motion.

DISCUSSION:

Standard of Review – Change Venue – Under CCP § 397, the court may, on motion, change the place of trial in the following cases: (a) When the court designated in the complaint is not the proper court; (b) When there is reason to believe that an impartial trial cannot be had therein; (c) When the convenience of witnesses and the ends of justice would be promoted by the change; (d) When from any cause there is no judge of the court qualified to act; (e) When a proceeding for dissolution of marriage has been filed in the county in which the petitioner has been a resident for three months next preceding the commencement of the proceeding, and the respondent at the time of the commencement of the proceeding is a resident of another county in this state, to the county of the respondent's residence when the ends of justice would be promoted by the change. (Code Civ. Proc., § 397.)

Merits – New Day argues that the correct venue for the instant action is in the Alameda Superior Court pursuant to CCP §§ 395.2, 396, and 397. New Day contends that Plaintiff intentionally failed to disclose that New Day was registered in Oakland, California, within Alameda County, when filing venue disclosures with the Los Angeles Superior Court clerk, and intentionally avoided naming the single officer of New Day, Elizabeth Kean, a resident of Alameda County, and also intentionally and falsely named various Los Angeles residents as defendants and officers of New Day. New Day argues that transfer of the instant action is mandatory pursuant to CCP § 395.2, which provides:

If an unincorporated association has filed a statement with the Secretary of State pursuant to statute, designating its principal office in this state, the proper county for the trial of an action against the unincorporated association is the same as it would be if the unincorporated association were a corporation and, for the purpose of determining the proper county, the principal place of business of the unincorporated association shall be deemed to be the principal office in this state listed in the statement.

New Day contends that it is a registered unincorporated association with its principal office in Alameda County, and so CCP § 395.2 applies here. New Day further cites to CCP § 396b(a) and argues that transfer of venue is mandatory:

Except as otherwise provided in Section 396a, if an action or proceeding is commenced in a court having jurisdiction of the subject matter thereof, other than the court designated as the proper court for the trial thereof, under this title, the action may, notwithstanding, be tried in the court where commenced, unless the defendant, at the time he or she answers, demurs, or moves to strike, or, at his or her option, without answering, demurring, or moving to strike and within the time otherwise allowed to respond to the complaint, files with the clerk, a notice of motion for an order transferring the action or proceeding to the proper court, together with proof of service, upon the adverse party, of a copy of those papers. Upon the hearing of the motion the court shall, if it appears that the action or proceeding was not commenced in the proper court, order the action or proceeding transferred to the proper court.

In opposition, Plaintiff first cites to Easton v. Superior Court (1970) 12 Cal.App.3d 243, 247, Clapp v. Kramer (1958) 162 Cal.App.2d 237, 239, and Jhirmack Enterprises, Inc. v. Superior Court (1979) 96 Cal.App.3d 715, 722 and argues that its choice of venue is presumptively correct. Plaintiff also argues that the allegations in the FAC must be taken as true for the purposes of the instant motion, and that in any case, the individual defendants sued are residents of Los Angeles County, which makes this venue appropriate pursuant to CCP § 395. Plaintiff then cites to Donohoe v. Wooster (1912) 163 Cal. 114, 116 for the contention that a defendant is not entitled to have an action removed unless it appears that none of the other defendants are residents of the county in which the action is brought. Plaintiff's counsel asserts that Kyle and Goodman, at least, are Los Angeles County residents and have been personally served in the county. (Decl. Learned, ¶ 5.) Second, Plaintiff argues that Kyle and Goodman hold themselves out to be New Days' "Chair of the Transition Board" and "Vice-Chair of the Transition Board". (Decl. Learned, ¶ 4, Ex. 1.) Third, Plaintiff argues that the parties have previously entered into an agreement that provided that any dispute as to the referendum would be brought in Los Angeles County. (FAC, ¶ 22, Ex. D.) Third, Plaintiff argues that New Day injured Plaintiff in numerous ways within Los Angeles County. Plaintiff argues that New Day should not be awarded any fees, and instead, Plaintiff should be awarded its attorney fees in the amount of $8,480.

Paragraph 14 of the agreement referenced by Plaintiff, attached as Exhibit D to the FAC, states:

Disputes about the process, including issues addressed first by the Committee described in Paragraph 11, will be resolved by a neutral selected by the parties, paid for by Pacifica. The parties, via counsel, will select a neutral upon submission of the Petitions. The parties agree to utilize arbitration, rather than court litigation, to resolve disputes, in the interests of speed and economy. Arbitration hearings shall take place as soon as possible, not later than 7 days of request, and a decision will be issued on the day of the hearing. If compliance does not take place within 5 days, enforcement may be sought by either party by a court of competent jurisdiction in Los Angeles County.

This agreement includes the signature of the counsel of both parties at the bottom. On review of the agreement, the Court finds that facts underlying the instant action are within the bounds of the "process" referenced in the agreement. In interpreting what "process" means, the Court looks to the agreement as a whole and notes that the agreement explains its purpose in its first paragraph: "in order to address issues which may arise should members of New Day Pacifica submit a petition to the Pacifica Foundation with proposals to amend the Pacifica Foundation Bylaws during 2021". As the instant action requests declaratory and injunctive relief relating to alleged actions that New Day has, and is, taking, after the parties disagreed with the result of the amendment proposal, the choice of venue provision in paragraph 14 appears to govern the action. The Court will thus deny the instant motion on this basis.

Further, even if the Court were not to consider the choice of venue clause, the Court may still grant the motion. After taking into account the evidence provided by both parties, the Court finds for the purposes of the motion only that New Day has sufficiently shown that Elizabeth Kean is the sole officer of New Day. (Decl. Kean, ¶¶ 5-6.) Although Plaintiff argues that various defendants represent themselves to be officers on their webpage, Plaintiff does not cite to authority for the contention that a public self-representation has the legal effect of making a person an officer of an organization. For the purposes of the instant motion, the Court will consider Kean the sole officer of New Day. Even so, the FAC alleges, at the least, separate and distinct causes of action against Kyle and Goodman, including causes of action for violation of Corporations Code §§ 6338(a)(1) & (2), accounting, and unjust enrichment. As Plaintiff has sufficiently shown that Kyle and Goodman are residents of Los Angeles County, and as Plaintiff alleges causes of action against the two Defendants that are not reliant on their alleged officer roles, Plaintiff sufficiently rebuts New Day's contention that the FAC improperly sued various defendants in a bid to hold the case in Los Angeles County. To the extent New Day argues that these allegations have no merit, the instant motion is not an appropriate venue for that determination. Thus, pursuant to CCP § 395, which provides that "the superior court in the county where the defendants or some of them reside at the commencement of the action is the proper court for the trial of the action", the Court will also deny the motion on this basis.

---

RULING:

In the event the parties submit on this tentative ruling, or a party requests a signed order or the court in its discretion elects to sign a formal order, the following form will be either electronically signed or signed in hard copy and entered into the court’s records.

ORDER

Defendant New Day Pacifica's Motion for Change of Venue came on regularly for hearing on October 15, 2021, with appearances/submissions as noted in the minute order for said hearing, and the court, being fully advised in the premises, did then and there rule as follows:

THE MOTION FOR CHANGE OF VENUE IS DENIED.

  All the latest Board, CAB and Committee meeting information (and access info) is at https://kpftx.org/

The KPFK Local Station Board welcomes community input. LSB meetings include a half-hour of Public Comments for listeners and others to communicate with the board; we usually divide this in segments over the course of the meeting so the public can comment on different items of business before we vote. We meet the third Sunday of each month at 10:30 AM Pacific time, currently and for the foreseeable future via zoom. Our next meeting is Sunday, August 15. The zoom information is the same each month: 
https://us02web.zoom.us/j/84464153641  Meeting ID: 844 6415 3641 One tap mobile:
+16699006833,,84464153641# US (San Jose) The full agenda is usually available via https://kpftx.org/pacalendar/index.php - click in the date and look for the KPFK LSB listing.

Local station boards are composed of 18 members elected from the general listener-sponsor membership, plus 6 members elected from the paid and unpaid staff of the station. The board also includes the station general manager as an ex-officio member. The current members of the Local Station Board are:

Michael Adler, listener; Allan Beek, listener; Fred Blair, listener, LSB Treasurer; Sandy Childs, listener; Bella De Soto, listener; Jan Goodman, listener; Eric C. Jacobson, listener; Evelia Jones, listener; Ali Lexa Al-Hilali, staff, PNB director; Rob Macon, listener; Barbara Marbach, listener; Michael Novick, listener, LSB Chair; Robert Payne, listener; Lydia Poncé, listener, PNB director; Lawrence Reyes, listener, PNB director; Rocio Rivas, listener, LSB Vice-chair; Paul Roberson, listener; Jeanine Rohn, listener, LSB Secretary; Mansoor Sabbagh, staff; Oscar Ulloa, staff; Polina Vasiliev, staff, PNB Secretary; Elizabeth von Gunten, listener, PNB director; Harvey Wasserman, staff; Kiyana Williams, staff. Ex officio: Moe Thomas, interim General Manager.

LSB terms of office are 3 years and are staggered: half the members are elected one year, the other half the next year, and elections are not held in the third year. Listeners must be KPFK members in order to vote in station board elections. Becoming a member is easy: all it takes is a minimum contribution of $25 per year, or three hours of supervised volunteer work for the station. We encourage all listeners to join and have a voice in their station. In the LSB delegate election process now underway, listener members will be electing 9 listener delegates, and staff members will be electing 3 staff delegates; all 12 will be seated and begin serving in December. Any individual member of the LSB can serve a maximum of six consecutive years and then must be off the board for at least a year before being able to serve again.

The local station board elects 4 representatives (three listener members plus one staff member) to the Pacifica National Board in January each year. The Pacifica National Board sets policies for the network as a whole. Members of the LSB may help support the station through fund raising and outreach. In addition, members also volunteer or are elected to standing committees of the Pacifica National Board listed below.

Local station board members are called “delegates,” while those elected to the national board are called “directors.” A complete description of the Pacifica governance system is detailed in the Pacifica bylaws.

You can find out more about the Local Station Boards here, in the Pacifica Foundation Bylaws: Article Seven: Local Station Boards (pacifica.org)

From the Bylaws, these are the powers and duties of the LSB, after each of which we note the committee charged with implementing that responsibility:

A. To review and approve that station's budget and make quarterly reports to the Foundation's Board of Directors regarding the station's budget, actual income and expenditures. LSB Finance Committee (meets the Wed. before LSB meeting, 4 PM Pacific)

B. To screen and select a pool of candidates for the position of General Manager of its respective radio station, from which pool of approved candidates the Executive Director shall hire the station's General Manager.. The LSB may appoint a special sub-committee for this purpose. GM Search Committee (elected for the purpose) (met this year and recommended a pool from which iED named new GM).

C. To prepare an annual written evaluation of the station's General Manager. Personnel Committee

D. Both the Executive Director and/or an LSB may initiate the process to fire a station General Manager. However, to effectuate it, both the Executive Director and the LSB must agree to fire said General Manager. If the Executive Director and the LSB cannot agree, the decision to terminate or retain said General Manager shall be made by the Board of Directors.

E. To screen and select a pool of candidates for the position of station Program Director, from which pool of approved candidates the station's General Manager shall hire the station's Program Director. The LSB may appoint a special sub-committee for this purpose. PD Search Committee (elected for the purpose)

F. To prepare an annual written evaluation of the station's Program Director. Personnel Committee

G. To work with station management to ensure that station programming fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station, and that station policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming. Programming Oversight Committee (meets third Mondays, 4 PM Pacific)

H. To conduct "Town Hall" style meetings at least twice a year, devoted to hearing listeners views, needs and concerns. Outreach Committee (meets last Sundays, 11:30 AM Pacific) A town hall is planned for late September.

I. To assist in station fundraising activities. Fundraising Committee (awaiting new convenor)

J. To actively reach out to underrepresented communities to help the station serve a diversity of all races, creeds, colors and nations, classes, genders and sexual orientations, and ages and to help build collaborative relations with organizations working for similar purposes. PNB Committee of Inclusion at KPFK (One director, three delegates who may add members) (meets 2nd Mondays, 4:30 PM Pacific)

K. To perform community needs assessments, or see to it that separate "Community Advisory Committees" are formed to do so. KPFK Community Advisory Board (in formation) If interested, apply to the LSB Chair by email mnovick.kpfklsb@gmail.com; put CAB in the subject line. Include any pertinent competencies and community connections. Meeting at least quarterly, 3rd Monday, 7 PM Pacific - next Oct. 18)

L. To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace. Committee of Inclusion

M. To exercise all of its powers and duties with care, loyalty, diligence and sound business judgment consistent with the manner in which those terms are generally defined under applicable California law.

The LSB also has a Governance Committee which usually meets 7:30 PM Pacific on the Wednesday evening prior to the LSB meeting, with the principal responsibility of preparing a draft agenda for the LSB meeting, incorporating reports from the other working committees. The PNB directors and the General Manager also usually prepare monthly reports for the Local Station Board which are discussed at the meetings.

There is a listserve for news and announcements from the KPFK LSB (not a discussion list): kpfklsbnews@lists.riseup.net. To subscribe and receive a weekly email about LSB and committee meetings and related matter, send a blank email with the subject line subscribe kpfklsbnews ​​​sympa@lists.riseup.net and you will receive a message to authenticate your request and join the list.

Here's a report on recent PNB activity by Director Elizabeth von Gunten of the KPFK LSB:

PNB Director's Report to KPFK LSB from Director Elizabeth von Gunten, August 15, 2021

Pacifica continues to enjoy the benefits of improving financial self discipline. Our contract with NETA is bringing a necessary and very welcome internal regularity to our internal business administration, establishing routine business practices, clarifying and bringing past accounting up to date, and lay out an orderly path into strategic planning and a more predictable future. 

As a consequence, Pacifica's overall financial prospects continue to improve, with KPFK being the single notable exception in that regard. Pacifica FY2020 audit and our 501(c)(3) IRS 990 reporting have both been completed, with all audits now up to date for the first time since 2012. Timely completion of future audits will be greatly facilitated with this previous work now in place. 

Newly available Pacifica pensions information has resolved outstanding concerns regarding Pacifica pension funding, thus lifting a disclaimer regarding previous arrearages, bringing what was a possible debt of upward of $500,000 down to an actual debt of only about $8,000, greatly alleviating our most immediate financial pressure. 

Work has been completed on six of the eight Pacifica financial unit budgets. A KPFK FY21 budget is expected to be approved at the next NFC meeting in time to use it as a starting point and template for a timely FY22 budget. With budgets in place for all seven operational Pacifica units, a National Office budget will be the final piece. 

It has been a major effort to resurrect a standard budget process across the networks, but having these initial budgets in place this year provides a sound starting point and template for a return to more regular business practices into the future. Adopting such practices has assured that we were able to qualify to extend the crucial JFC loan on good terms. We continue to service the loan on time and without interruption. 

In addition, the federal government, recognizing its vested interest in assuring the ongoing viability of critical infrastructure such as radio communications throughout the roughest stretches of the pandemic, took bold action to support and protect a broad array of such community assets, including Pacifica, to our great good fortune. 

It is to the advantage of the community as a whole for institutions such as Pacifica to continue to operate without interruption throughout any major material, economic, or social disruption such as the pandemic. The PPP funding we qualified to receive functioned as it was intended, to stabilized strategic community assets across the country. Pacifica was by no means the only beneficiary to have benefited from this foresight. 

Other current financial work deferred to allow completion of the audits has resumed, resulting in increasingly current financials for most recent months.

There are concerns at the national level about the ongoing crisis at KPFK having consequences for the network as a whole. Finance, programming, personnel, and management are all showing the effects of being left in limbo for months as our local situation deteriorates. 

Directors of any nonprofit such as Pacifica bear a fiduciary duty, a legal obligation to do all within our power to promote the best interests of Pacifica. We also bear a legal duty to warn of any perceived dangers to the institution. 

While I appreciate the necessary self examination undertaken by our critics, publicly disparagement of internal challenges can have the unintended consequences of undermining the prospects and credibility of the institution we all love and which we are legally bound to defend and protect. 

Any sincere critique should avail itself of the profoundly inclusive, participatory, democratic processes provided within Pacifica governance and should rightly be accompanied by a commensurate internal effort to correct perceived inadequacies. 

This monthly Report is intended to keep all apprised of my own such efforts, and as an invitation to all to look for an opening in which you can bring forth your own gifts, whatever they may be, to support Pacifica in its hour of need.

Over the course of the last month I've attended all local and national board, committee, and task force meetings in which I'm responsible to represent the KPFK LSB and listeners including all Pacifica National Board meetings, National Finance Committee and Strategic Planning Committee meetings. 

At my request, the Pacifica Development Task Force has reconvened and is now slated to meet Monday, August 23, 2021, at 5:30pm PT, and regularly thereafter. I'm working with the chair to develop a strategic development plan. 

The Pacifica National Technology Task Force has begun meeting regularly fir presentations and discussion of how best to configure Pacifica to meet the needs of the future. 

In addition, I've been attending the National Bylaws Task Force. 

I was recently asked to address the Pacifica Affiliates Roundtable on Pacifica's role in Emergence Response, beginning with regular Public Service Preparedness Announcements. We've begun to stand up a Pacifica Resilience Work Group to meet on an ongoing basis. 

Please feel free to contact me with any questions, comments, or concerns about our work at the national level now or at any time throughout the month and I'll do my best to respond. 

Respectfully submitted, Beth von Gunten KPFK LSB, PNB Director 

PNB COMMITTEES, WORKING GROUP & TASKFORCES

Unless otherwise stated, composition per station on the PNB Committees is up to 2 directors (elected by PNB) and 2 station Delegates (elected by LSBs). LSB members may join the PNB Working Group. Affiliate directors may join any task force and any group except Committees of Inclusion, Coordinating and Finance.

COMMITTEES

AUDIT

  • oversees annual audit: reviews and recommends potential auditors. Excludes Finance Committee members.

COMMITTEE OF INCLUSION at each station  (1 director & 3 delegates – elected by their LSB)

  • monitors the under-representation of communities in station programming and staffing and the diversity of election candidates.

COORDINATING – (up to 2 directors per station, board officers, natl. mgmt.)

  • coordinates PNB activities between meetings, especially in-person meetings

ELECTIONS

  • helps with the planning for Local Station Board/Delegate elections including making recommendations for cost-cutting etc.

FINANCE – (1 director per station, each LSB treasurer, CFO)

  • reviews and recommends the annual budget to PNB; monitors and reports Foundation financial activities at least quarterly

GOVERNANCE

  • regularly reviews the Foundation’s bylaws and policies for governance of Board activities

PERSONNEL – (up to 2 directors per station, up to 2 affil.)

  • prepares evaluation of the Executive Director (ED) and Chief Financial Officer (CFO)

PROGRAMMING

  • insures that programming at Foundation stations meets and fulfills the Foundation’s purposes:

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