Regular Meeting of the KPFA Local Station Board

August 28, 2004 at the Freight and Salvage Coffee House, Berkeley

Public version which excludes record of the Executive Session

Minutes were recorded by Eric Park, KPFA Morning Show Assistant Producer.

Members present constituting a quorum: Carol Spooner, Ted Friedman, Lisa Rothman, Marnie Tattersall, Michael Lubin, Max Blanchet, Gerald Sanders, Mark Hernandez, Jane Jackson, Sepideh Khosrowjah, Debbie Speer, Howard Beeman, Mary Berg, Bonnie Simmons, Steve Conley, Willie Thompson, Fadi Saba, Max Pringle, Willie Ratcliff, LaVarn Williams, Sarv Randhawa, William Walker (arrived 2:47pm)

Absent: Miguel Molina, Riva Enteen, Ann Hallatt.

Meeting commenced at 11:31am.

I. Introductions

Bonnie Simmons, vice-Chair, convened the meeting and announced that the Chair, Riva Enteen is sick and not present. The Board members introduced themselves and some mentioned recent KPFA programs that they appreciated during the last week.

II. Agenda Review/Approval

Motion by Carol Spooner: to go into executive session at 1:30 pm as a special order of the day to discuss the process of hiring the General Manager; and that other matters on the agenda which are not dealt with today will be dealt with at a Special LSB Meeting on Saturday, Sept. 11.

Seconded. Debate ensued.

12 in favor, 4 opposed, 4 abstentions. Motion passes

Motion to end debate.

15 in favor, 3 opposed. Motion passes.

Motion by Mary Berg to add 5 minutes of announcements

Seconded. Debate ensued.

14 in favor, 2 opposed. Motion passes.

Motion by Ted to elect community members to the program council.

No second.

Motion to approve the amended agenda

17 in favor, 0 opposed, 1 abstention. Motion passes.

III. Minute Review/Approval

Motion by Lisa to approve the minutes of 5/22

Passes without objection.

Motion by Carol Spooner to approve the minutes of 7/24 with the changes Lisa Rothman included.

Debate ensued.

Motion to table approval of the minutes of 7/24 until the next meeting.

12 in favor, 4 against, 2 abstentions. Motion passes.

IV. Public Comments

Began at 12:08

Ended at 12:42

V. Announcements

Board members took 9 minutes for announcements, ending at 12:52

Motion by LaVarn Williams to include in the minutes the statement from Liz Guthridge, former LSB Parliamentarian.

11 in favor, 5 opposed, 2 abstentions. Motion passes.

Victoria Z. submits statement from GM hire subcommittee staff representatives

Motion to include Victoria’s statement to the public minutes.

Passes without objection.

The statements from Liz Guthridge and Victoria Z appear in the Appendix of this document.

LSB Committee for Inclusion representative announces that she will submit a report in three months.

VI. Financial Report from LaVarn Williams

LaVarn presents Financial Report.

Motion by LaVarn to have LSB approve the KPFA 2005 budget and address various upgrades, improvements, consultant fees, race and ethnicity committee issues, etc.

16 in favor, 0 opposed, 1 abstention. Motion passes.

LaVarn introduces Lemlem, the new KPFA development Director . Lemlem describes fundraising activities and additional activities

Steve Conley asks whether the board should establish a fundraising committee.

VII. Local Election Committee

The Local Election Committee report was presented by Chris Collins, Committee Vice Chair. The new KPFA Election Supervisor, Brian Johns, was introduced and spoke. He said that a minimum of 10% of electorate must vote, and that information is available on the KPFA website.

VIII. Election of National Archives Committee Members

Election for the two KPFA seats on the Pacifica National Archive Committee.

Lisa nominates Bonnie Simmons and Annie Hallatt to the National Archive Committee.

LaVarn nominates Sepideh Khosrowjah.

Jane Jackson nominates herself.

STV votes are taken and counting is led by Chris Collins.

(Results are shown in paragraph X. below.)

IX. Next meeting

Move to hold the next regularly scheduled LSB meeting on Sunday 9/19 at 11am. Seconded. Unaminously passed.

Break at 1:27pm. Break ends 1:52pm

X. Archive Committee Seats

Chris Collins announces that the following members were elected to the KPFA seats on the Pacifica National Archive Committee: Sepideh Khosrowjah in the first round and Bonnie Simmons in the second .

XI. Executive Session

Public Summary of the Executive Session

During the Executive Session, the LSB voted to suspend Riva Enteen from the GM Hiring Subcommittee, following which, Michael Lubin and Sepideh Khosrowjah both

Resigned from the GM Hiring Subcommittee.

Motion by William Walker to adjourn meeting.

Motion passes.

Meeting adjourns at 5:05 pm.

Submitted by Ted Friedman, LSB Secretary

Approved by KPFA LSB on September 19, 2004

APPENDIX

Statement by Liz Guthridge, Registered Professional Parliamentarian

Date: August 26, 2004

To: Riva Enteen and LSB board members

From: Guthridge, Registered Professional Parliamentarian

Re: Observations about July Board Meeting

The July 24 board meeting included several dramatic moments. Unfortunately, they did not contribute to the efficiency or effectiveness of the business meeting. Nor did they move the organization’s agenda forward.

From my perspective as a professional registered parliamentarian with the National Association of Parliamentarians and as a successful organizational effectiveness consultant, I’m observing a highly dysfunctional group that seems to alternate between relishing and wallowing in its situation. The impression I get is that many members enjoy attacking each other rather than making a concerted effort to find common ground, agree on the high priority problems and try to fix them. For example:

§ The May and July board meetings I attended were very similar. The board members seem to want to use parliamentary procedure as a maneuver to stall or gum up the processes, rather than to expedite business while following the wishes of the majority and protecting the rights of the minority.

§ The July report from the interim station manager was quite unusual. Generally, the individual in such a role, whether interim or regular, treats the board with respect. That’s because the board members are the person’s boss. Also, the individual is usually interested in serving as a role model for staff, and therefore wants to act in a professional manner with appropriate decorum. Yes, the individual may disagree with the board, but he or she does not use his or her report or position as a bully pit.

§ Wanting to spend time in executive session seems hypocritical for an organization that encourages free speech. Also, the reason for spending time in executive session seems out of bounds. In most organizations, the board chair is an ex officio member of all committees except the board nominating committee. So, it’s to be expected that the board chair participate in the GM hire committee. And the board chair as well as other committee members are expected to participate for the length of their term; other members do not have the prerogative to kick them off. In your situation, I think it’s vitally important that independent board members are on the GM hire committee and other personnel committees. If a majority of these committee members were staff members, the board and the station could be open to very legitimate charges from listeners, the government and the public that the station had major conflicts of issues.

Although people say they want to change, I’m not seeing any signs that change is imminent. Instead, I see people digging in their heels and hardening their positions. This organization does not need a parliamentarian; it needs an expert in dysfunctional behavior.

________________________________________________________________________

Statement by Victoria Z

As elected paid and unpaid reps to the General Manager Hiring Committee, Sasha Lilley and I (Victoria Z), made the commitment to KPFA staff that we would represent the staff to the best of our abilities, protect the integrity of process and insure that the process is a fair one.

There have been numerous and egregious violations by one member of the committee that have called into question the integrity and fairness of the process not only by the committee members but by some of the candidates. In light of this situation, we cannot serve alongside this member. The GM Hire Committee did its best to address the situation by asking the member to step down but it was refused. We have not been able to continue the interviews or any work for a general manager since the end of July. Apparently, it is under the jurisdiction of the LSB to take action but so far the issue has not been addressed in any way. The situation is not helped by the neglect. It is imperative that the LSB act TODAY. It is my understanding that interviews have been scheduled without the majority of the GM Hire Committee for as soon as tomorrow. We come to LSB today to ask that the LSB address the situation, make a determination regarding the violations by the GM Hire member and remove the individual from the

committee.

As the paid & unpaid staff reps on the GM Hire subcommittee, Sasha Lilley and I (Victoria Z) reported on the status of the subcommittee. We wanted feedback from staff regarding the impasse facing the subcommittee due to several witnessed & documented violations of the confidentiality agreement by one member. We explained that the members of the subcommittee had signed a confidentiality agreement, and we passed out copies of that agreement.

An overwhelming majority passed the following motions:

Motion from Tuesday, August 17, 2004 KPFA Emergency Paid/Unpaid Staff Meeting

1:10 — 2:35 pm

1) It is the sense of the 1 pm staff meeting that any members of the general manager hiring committee, past or future, that violates a confidentiality agreement shall be removed from the general manager hiring committee.

Motions from Thursday, August 19, 2004 KPFA Emergency Paid/Unpaid Staff

Meeting 6:45–9:00 pm

1) It is the sense of the 6:30 pm, August 19 staff meeting that any member of the general manager hiring committee, past or future, who violates a confidentiality agreement shall be removed from the general manager hiring committee by the Local Station Board.

2) It is the sense of the 6:30, August 19 staff meeting to urge all parties to try and minimize hostilities; to work within Pacifica’s by-laws, to respect the processes set up by those by-laws, to respect the authority given by those by-laws to the manager and the Local Station Board, and to move forward as quickly as is practical with the process of finding and hiring a permanent manager.

________________________________________________________________________

KPFA LSB Finance Committee Report

Saturday, August 28, 2004

- - Total revenue of $3.5 million dollars and total expenses of $2.8 million including central services of approximately $0.6 million
  - Total excess income over expenses for the first nine months remains at $700 thousand dollars
KPFA Income Statement for the Nine Months Ending June 30, 2004

m Surplus must carry KPFA over the final quarter of fiscal 2004 although the station enjoyed a successful mini fund drive in August with pledges exceeding $285 thousand dollars

m KPFA must maintain one month of operating reserves at approximately $300K

- - Total revenues are better than budget by approximately $136 thousand dollars due to successful fund drives
  - Total expenses are worse than budget by $(32) thousand dollars due to:

- - - Salaries and related expenses are approximately $(25) thousand dollars worse than budget; offset by year-to-date unacrrued pension plan and 403B matching contributions
    - Administrative Expenses: LSB elections over budget by $(16.0)K due to underfunding; Station maintenance higher than budget $(6.2)K due to building problem; Travel over budget $(9.0)K due to travel for Sacramento news correspondent and other travel
    - Programming Expenses: Satellite fees over budget due to NPR satellite fees $(5.1)K.
    - Development Expenses: Premium costs and shipping over budget due to increase in listener support (some may be premiums from last fiscal year)
    - Community Events Expenses: January 18 (Franken) and April 15 (Goodman) events were not in budget – both income and expenses are over budget
    - Central Services expenses directly related to Listener Support (20%)

o KPFA Preliminary FY 2005 Budget Opportunities Addressed

- - Access to Salary data available on Pacifica website given in National Finance Committee Meeting on 7/23/04 after resolution initially passed by National Finance Committee and then confirmed by a resolution by the PNB
  - Access to headcount worksheets given by verbal agreement by CFO and to be provided by interim General Manager
  - Legal and Settlement Fee Summary worksheets provided after on-going requests; attorney and category detail requests for fiscal year 2004 and 2002 yet to be addressed

o KPFA Preliminary FY 2005 Budget Opportunities to be Addressed

- The funding of sustaining programs – the need to fund relatively new programs that are currently not funded in this year’s budget but have a successful format established
- Cash flow projections for FY2004 and FY2005 for KPFA and the network
- Preliminary legal debt retirement plan does not address missing periods during FY2002 and needs additional information
- The need for Title 24 and ADA upgrades, improvements and requirements to pass an ADA audit
- The total cost of building improvements for the station and the former restaurant property
- National policy on additional assessments to stations during funding shortages to be provided by CFO to determine future exposures in budget and in the network central services
- Prior year inter-station transfers to be provided by CFO to determine possible opportunities in budget
- Pacifica National revenue forecast methodology to be provided by CFO for review to determine possible opportunities/exposures
- Headcount and consultant detail for 2004 and 2005 to be provided by KPFA interim General Manager
- Marketing Plan for station and promotional activities
- Race and Nationality Committee policies implementation

August 2004 LSB Meeting Records