Pacifica National Board 091700 Transcript

Taken on the date of: Sunday, September 17, 2000
taken at the Double Tree Hotel
300 Army Navy Drive Arlington, Virginia

Start time: 9:00 o'clock, a.m.
Pacifica Foundation
2390 Champlain Street, Northwest Washington, D.C. 20009
before Elaine A. Merchant, a court reporter

DR. BERRY: The meeting will come to order. And the first item on the agenda is to approve the minutes and to schedule the next meeting.

I had sent a memo -- I'm sorry, I don't have the exact date I did -- after I got these minutes to Bessie, to our executive director. And I believe I cc'd it to everybody else on the Board. I'm actually quite -- this is fine, but it doesn't really tell us anything. I think we need fuller more comprehensive minutes of our meetings, including the Saturday committee meetings where the bulk of the work happens.

And if the committees are really going to be able to function from one meeting to the next, I know we're all busy people, it's hard to remember, you know, from the meeting that happens one month and then three or four months later the next meeting that happens. I would find it very useful to have more comprehensive minutes of both the Sunday meeting and the Saturday committee meeting.

MR. LEE: Madam Chair, what does that have to do with the motion on the floor that's been moved and seconded?

DR. BERRY: Are you speaking to the motion of whether you want to vote to approve the-minutes?

MS. LYONS: I also feel the minutes were an effort, but not fully adequate to reflect the discussion. So I can't accept the two pages of some summaries that we've got. I'm assuming those are the minutes to which you're referring that we got in the mail, because I don't think they were adequate.

And, secondly, given the fact that the executive committee did meet during that meeting and we were told we would have minutes of that I feel like that should have been incorporated, however it's done, but incorporated. We don't have minutes of that.

And I don't know, since we're dealing with the past, whether the executive committee met since then. We have no minutes of that.

So the bottom line is I'm obviously voting against the motion. But the reasons are for adequacy of the lack of inclusion in the Executive Board minutes that occurred.

MR. MURDOCK: Thank you, Dr. Berry. Certainly the minutes do need to be reasonably accurate. And they have to provide you with an outline of the things that occurred. Really, we should have dealt with this if this was an issue for you yesterday when we were talking about governance issues so that we could have addressed how we can just better take care of the issue in the future.

DR. BERRY: I don't agree with you. But one of the other ways, however, to deal with the issue of what's going on is also to read a transcript. And all of the meetings have been recorded, so you can certainly read a transcript and find out what went on. You can also take your own notes.

And I will speak to the question. Mr Murdock is correct that there's a transcript of these meetings. When I came on the Board there was no transcript of the meetings. There was a big argument and debate from public comment about there being no transcript with people not being able to tell what happened at the board meetings.

We went to considerable expense to have a reporter come to every single meeting to transcribe every single thing that happens at the meeting. And then to put that on the web site which is available to anyone. And there are also printed copies of the transcript that are available to people.

And if you have trouble downloading it from a web site, I'd be happy to have somebody download it for you and give it to you. Or if you don't have access to a computer or you don't have access.

So having done that, there can be no dispute about having available to people the full content of what happened at the board meeting itself. That cannot be an issue.

DR. BERRY: I'm not discussing the minutes. I didn't recognize you, Mr. Moran. If you want to raise the issue of whether there should be minutes of the committees, then Mr. Murdock is right, you should raise that issue with the committee and discuss it in the committee and get a recommendation from the committee and bring it to us at this meeting.

MS. LYONS: Are there minutes for that meeting and where are the minutes from the last meeting?

DR. BERRY: The minutes for the meeting on Friday are not available yet. We just met the day before yesterday.

MS. LYONS: But what about the minutes from the June meeting, are those available? That's why I raised that issue.

DR. BERRY: The minutes for the last executive committee meeting, says the executive director, were reported out to the Board, according to her. I have no knowledge. I haven't been following this.

MS. WASH: The last board meeting that you attended, if you check the transcript on-line, you'll see that she reported out for the executive committee. In the transcript. Get the transcript.

MS. LYONS: But I checked the transcript from the January 11 and. I didn't see that.

MS. WASH: The first thing that was reported out on after the executive director's report was the executive committee.

You can speak to the executive director about this outside of the meeting. And if you don't have minutes of the executive committee meeting after that and you're unsatisfied, if you will E-mail me I will see that you get immediately a response.

Does anyone have any objection, anyone who's here have any objection to the first weekend in March as a schedule for the next meeting?

If the next meeting is in March, when would the next meeting be after that? It seems like that's a long time between now and then. And then I know the last meeting was June. March to June would not be a long time. Is there any reason why we couldn't do it just like in February, just in spacing of them?

DR. BERRY: Well, if you look at the dates, February is a short month. And the first weekend in March is not that different from the last weekend in February, which was the other alternative. I mean, it's not that one is talking about a great deal of time.

MR. MILLSPAUGH: Well, I just answered because part of it is because we are meeting so unusually early this time instead of the fall.

MS. CAGAN: Right. But since this did happen early, I'm wondering if, therefore, the spring meeting could be in early February?

My vice-chair, David Acosta, was not able to come to this meeting because he's having some personal difficulties, medical and otherwise. And that's why he is not present at this meeting. I thought I would inform you of that fact. He would have wished me to inform you and ask that you be informed of that fact. Let's go to the executive --

MS. WASH: The request was for Houston. Somebody asked for Houston at the last board meeting. The one for the spring was requested for Houston. And then the one for June was requested for New York.

MR. LYONS: New York, where I come from, was skipped over this time due to reasons that were obviously decided by the executive office. So I'm wondering if the next one should not be in order, New York and then Houston.

DR. BERRY: There's no specific order of places that one has to meet. There's no order that is prescribed for the meetings of the Board insofar as I understand the bylaws.

MR. LYONS: That's correct. I meant past practice though. I mean, I'm not arguing law with you, Mary. I just want to ask --

We don't argue law here. My understanding was that last meeting you said New York, then Houston. It couldn't be New York. So I'm just saying that, you know, the expectation would have been New York. It would seem that the next one should be New York, then Houston. That's how it should go.

MR. MORAN: Well, New York, then California, because we have been skipped over too.

MS. WASH: For logistics we need more time to schedule a meeting in New York. Logistically we cannot do it in a short period of time.

MS. WASH: When we did the initial search, I just want to say this time around we were advised by the hotel managers that we should start a year in advance for New York City.

DR. BERRY: So by June we should all be settled, so you should be settled to go to New York, you should.

MS. WASH: I am pleased to report that we continue to experience record listenership in the. foundation. This listenership growth is lead by WPFW and KPFK. Our key measurements in all of our markets for. loyalty is very high. And that's also reflected in record support.

I am in the process of looking for an HR generalist to come into the foundation in order to continue to help out with economies of scale in terms of personnel and personnel issues. We're looking at an HR firm and a CPR firm to review operations. And to make sure that if there are any things we need to improve or tighten up on that those things are recognized.

The managers right now are in the process of working on their five year operational plan. As a matter of fact, some are complete, hut some are in the process of. And we'll be reporting on that at the next meeting.

I want to thank the Board for their continued support. I'd like to thank my staff for their hard work and commitment.

DR. BERRY: Okay. I want to say for myself, Bessie, that you have done an excellent job taking hold in the last six months under very difficult circumstances, as they always are very difficult circumstances in an administrative job like this. And I want to commend you for remaining sane and trying to keep the Foundation moving forward.

And I'm especially pleased by the increasing audience numbers. I would like to look at the information more carefully on the diversity of the audience. And I'm glad that the stations still accept the notion that in Pacifica those are the goals. That we want to reach audience and diversity of audience with an aggressive message.

MR. MORAN: In terms of the consultants and other people that we might bring in to look at accounting practices or HR practices, to the degree that we need to do that, I would like to urge Bessie and to urge us as a Board to really think about bringing in firms that are clearly progressive in nature. There are many firms out there that do understand management objectives and accounting objectives from a real different perspective of how to set up an organization internally with values and practices that are consistent with those that our organization is aligned with.

So I think that we need to really pay extreme attention, maybe even higher than to the cost, of the kind of people that we bring into the organization to give us advice, particularly when we think that we're deficient in one area. That's where we want to bring those people that really would know how to help our type of organization grow in the way that it needs to grow.

One is that I totally understand and appreciate the volume of work. And, you know, being fairly new, although now it's, I don't know exactly when you came on, but it's been, you know, several months at least, that hopefully you've been settling in. But I am concerned, I know through my own experience, that while on the one hand we are informed and the Board is told that everything needs to be directed to you for information, that I have not been getting responses to E-mails. For instance, the memo that I sent about the nature of the notes in the last meeting. I never got a response from that. And I believe there was another one also that I never got a response to. Or two or three others.

So I'm concerned about that. And, again, I understand there's a volume of work that's, you know, intense and stuff. But I do think that if we are asked to bring our concerns to you, then there needs to be a mechanism to get a response. I'm not saying within 12 seconds. You know, within a few days at least to get a response. That's one item.

The other item which has to do without process as a Board and as an organization. It's not about your performance or, you know, you personally in this position. My understanding was, and please correct me if I'm wrong somebody, was that you were brought on, the present executive director was brought on as an acting, or an interim executive director. At some point, which I'm not aware when this happened, you became the permanent executive director. The word acting or interim was dropped.

But my understanding is that there should have been, and if there was somehow I missed it, a posting of the job and a search for the job, which the acting or interim director could have you know, applied for and maybe even had a legs up to get that job. But I'm not sure that that process of posting and interviewing and doing a search was carried out. So this is a question, was there such a process, you know, or not?

On the first question that was raised by Mr. Moran, the absolute first priority I would hope for- the executive director in hiring someone to deal with financial matters or anything else would be that they have the expertise to do it. And once they have demonstrated expertise to do it, then she can worry about their politics or lack thereof. And I also do not believe in litmus tests for accountants and people like that to try to figure out what they're doing. But I hope you just get somebody who's competent. That's the first thing. And I would assume that you would get someone who's competent and someone who is not politically reprehensible in an obvious and public way

The second point, the executive director was not named as an acting executive director. You're misinformed. Executive director was named as executive director. And under our procedures if it is an internal appointment, the procedures were followed for internal appointments at this. And she was appointed for a year to begin with as-this position and has been in it, what, about six months. So that's the answer to that question.

The third part of your question about minutes and this and that and the other, there are two kinds of questions that executive directors can be asked. And you've been one yourself so you would know this.

One is operational questions that are about details of things that are being implemented which an executive director should be able to answer.

The other consists of policy questions which are not up to the executive director to answer. For example I pointed out here that if people don't like the fact that minutes aren't taken at the committees or that minutes aren't done in a. certain way, it is a matter of policy that Pacifica has never done minutes, not in my time or that I know about, at committee meetings. If that's something that you wish to raise, you should raise it with your colleagues at a committee and say that I think from now on

DR. BERRY: -- and vote on it and see if you get support. And then recommend that that be done. That's not up to the executive director to do.

So I would hope that when you ask questions, I don't mean you personally, but the Board, would think about whether this is an operational matter, that I'm simply just getting information, or this is some decision about changing the way we do things, that therefore 1 ought to ask it a different way.

And then finally, I have just discussed with the executive director the fact that the position in the table of organization for the assistant executive director of operations has been vacant for some time. And that person is supposed to be the person who handles administrative matters and details and so on. And that I think that that position ought to be filled. And she is endeavoring to do so which will give her some help in trying to answer the details about various things that people have to suggest.

MR. LYONS: I understand that the task is huge. And the question I have is what is the mechanism when situations come up? For example, the financial consolidation situation that I raised yesterday in committee, you know, specifically in terms of BAI, but as total as a policy has operational aspects. Where should I be bringing that up to find out?

The second question is where should I bring up what is clearly an operational matter, although it has other facets the situation of, for example, the recent developments in Democracy Now? And, you know, the question of continuation of that, of Aimee and her situation and the situation of that program? Where do I bring those up, because I would like to bring those two issues up? Their emergent situations. And I want to know what the process is to do that?

First, on consolidation the Board decided, on the majority of the Board, on majority vote, to consolidate financial operations in general in Pacifica over two years ago. And that steps should be taken to do that immediately in the interest of efficiency, effectiveness, cost savings and for better management. That was a board policy decision that was made by the Board, okay. That decision has yet to be fully implemented, but implementation is under way.

If you wish to change that decision, you should ask your board committee or either finance or governance or both to recommend to this Board that that policy be changed if you don't approve of the policy.

MR. LYONS: Where do you evaluate -- let's deal with that. Where do you evaluate the policy? All I'm asking for is evaluation. I raised it properly yesterday in the finance committee. I'm raising it again. Because based on what you said about, you know, the executive director and your office dealing with operational matters it's clearly operational at this point.

I just want to know, where do I go forward on this issue, if any place? is there a place to deal with this issue of evaluation of the policy in the station?

DR. BERRY: Yes. There's always a place to go for everything. It's only just figuring out where that place is. If you believe that there ought to be an evaluation of the policy even though it has not been fully implemented, then you should ask that the committee set up a process for evaluating the policy.

MR. LYONS: Now, what about the issues related to Democracy Now which is in a crisis situation?

DR. BERRY: Which is an operational issue. The Board does not hire and fire people. That's the other thing that we draw a distinction between, is operations and policy.

Management of the foundation is done by the executive director and the station managers who hire and fire people. The Board does not hire and fire anyone except the executive director. Essentially you have one employee. That is the executive director.

If you do not like something the executive director does, then when we come to decide whether to keep or not keep the executive director, then you operate on that basis. But the Board does not dip its toe into day-to-day management decisions. That is unwise in any organization. And it is unwise in this organization. So I would resist and hope the executive director would resist and other board members would, attempts by board members to involve themselves, no matter who the employee is, with decisions that are made by employees.

Although employees, if they do not like the decision that is made by them, have a right to appeal. And when they appeal, then there's a process for them to do that. And they finally appeal to the executive committee that's set up. So there's recourse but it's not up to board members to try to manage the Foundation and its employees on a day-to-day basis.

I have answered those questions because they were policy matters and that I did not feel that the executive director should answer questions of policy.

MR. MORAN: Let me generalize that topic because I think it will help this Board move forward. If a process of identifying who should answer a question is as complex as we recognize it is, the way that our organization can handle that rather easily is to designate a person that quickly will, what's called, triage the question.

So let's say I have a question. It's not quite about employment, it's not quite about this. I want to frame the issue to someone that is empowered to direct that. And I describe it in less than a paragraph. And the person says, oh, let's start you with so and so. They triage the situation. That's what it means. You redirect it because you would know, Bes, what direction.

But then the side that's asking the question has a valid place to go to for that first step. If at that point the employee says, gosh, you know, you're asking the wrong person, again, it needs to be retriaged to that point. And that's a very efficient mechanism to get the needs of those of us that have questions met while also respecting the fact that it is a complex situation and we need to direct questions appropriately.

DR. BERRY: No. If you have that as a suggestion, take it to a committee and have it thoroughly discussed. I myself have never liked triage. But that's my personal opinion and I won't be in a position to emphasize my personal opinion any more.

MR. MORAN: So what I'm saying is that the alternative to not doing that is what appears to be that the Board member is choosing the wrong person to bring something to. So if you bring it to the operations person, they'll say that's not operations, that's policy, go over there. You get over to the policy person and they say, you know, that's not policy, I think you're talking about a personnel issue and we can't talk to you about it, maybe you can raise it with the Board chair. You go to the Board chair, you know, that's not here, that's over in operations again. And you go around in a circle just because you're being told that you're taking it to the wrong place. That is not an appropriate way of carrying out a process and it needs to be changed.

DR. BERRY: Mr. Moran, I have heard you, but I have answered Ms. Lyons and told her exactly where to go with each one of these items that she has on the plate, There's a difference between not wanting to do what you're advised to do and not knowing that someone said that's what you should do.

MR. LYONS: I want something else at the end of that road, Dr. Berry. I want to know where I can bring it, which I have been told, with I assume an expectation that a matter will be dealt with --

DR. BERRY: Matters that go to committees will be dealt with on the timetable that the committee chooses to deal with them. And if it's a committee you're a member of, you're a member of trying to figure out how your committee is going to deal with it. If it's an operational matter, it's personnel, I have said explicitly, I don't know how many different ways I can say it, the managers manage the Foundation and hire and fire the employees. The Board does not hire and fire employees. And there is an appeals process. I mean, I don't know what English language I can use to say that.

MR. LYONS: But because there's obviously confusion, because a number of individuals, myself included and others who can speak for him or herself, have raised these kinds of issues consistently. I think that a suggestion that there be an ambits person who would -- I mean, I don't know -- an ambits person to at least to try that out to do some of the triaging between, you don't like the word triage, but to do some of the triaging between operational versus policy. So that it doesn't become an issue where we have to go over and over and over again the process. Because we're not dealing with exactly what's on here, we're dealing with the reality and just to make things more functional. That's the issue.

DR. BERRY: There's something called the Pacifica Employee Handbook which has the procedure in it and has in it the details of how employees are supposed to manage their lives within Pacifica. It is not that there is no such thing. In fact, taking it out of the hands of the managers who have the responsibility for it would be exactly the wrong way to go unless the Board intends to make a policy decision to now manage some of the operations or to make certain decisions.

So that the bottom line answer on managing employees is that it's not the Board's responsibility to manage employees. It's the Board's responsibility to evaluate how its top manager handles employees. Not on a day-to-day basis figure out whether this or that or the other should happen with some particular employee. I don't know how else I can say that.

MR. MURDOCK: You know, the issue that you raise is one that could be debated and where people come out on it can be very diverse. But there is a forum in which it should have been raised.

And, again, Beth you're on the governance committee. Tomas, I know you have an issue about that. But you had an opportunity to speak as did everybody else yesterday in the governance committee meeting. No proposal was put forward on that particular issue. That would have been the place to present a proposal and to have it debated and there to be full discussion on it.

I don't know why we're having this debate for the first time. -You said you've raised it before. It has not been raised in the governance committee and that's the place to bring it.

DR. BERRY: Jill take just one more point on this and then I'm going to move on.

MR. PALMER: I would just say that there are a couple of issues that I've heard at this meeting that were really dramatic. And on one of them I didn't know anything about it until I got to this meeting. So I looked at the E-mails and was aware of some of the things that were questions from affiliates four months ago when they were doing their protesting. And so that item, you know, came up in finance after a lot of people being aware of it.

The situation that you're describing I didn't know anything about until I got to this meeting. But we've told others in the past, Tomas specifically and others when they needed to, directed them to a committee. And they've either gone there or due to lack of time to go to the committee meeting for whatever they wanted to bring up, they haven't gotten there.

And that's just the normal process. And I hear what you're saying. And it's a communication thing. And I know that for finance when you've asked a question, I've tried to respond on what we can and can't do. And I feel confident that all the committee chairs operate under that. same premise. And I think we should just go forward on the way that we've-operated for quite some time. And if this is an issue that we're all learning more about, then it will continue to be there and will be handled in the appropriate committee and the appropriate time and I'm sure probably prior to or at least by the next meeting. So that's just my concern.

MS. CAGAN: I don't know where else to raise it. I was just wondering if we could get a copy of that employee handbook just to look at it?

DR. BERRY: Ms. VanIsler, would you please see to it that Ms. Cagan receives a copy of the Pacifica Employee Handbook.

DR. BERRY: And whoever the station manager is wherever you are, they have copies and can give you a copy.

MS. VanISLER: I'll see that they get copies, although I think it should come from the National Office to everybody.

Cagan, Lyons and Moran. Okay. Those three people want it. Does that make everybody happy?

DR. BERRY: Could you come forward, please? Ms. Mary Alice Williams could you please come forward? We are pleased to have you here with us.

MS. WILLIAMS: My name is Mary Alice Williams. And I am currently the chair of the advisory board for WPFW radio. I just wanted to let you know who I am. I chair the Board of the DC Housing Finance Agency and work with a variety of other nonprofit agencies as a professional. I am the president of Risk Mitigation strategists, which is an organization that among other things attempts to bring additional liquidity and financing to the market for those who originate community reinvestment and other types of loans that assist our cities in rebuilding themselves.

We had our board meeting just this past Wednesday at the University of the District of Columbia. And as usual, because we have the support of the station in announcing our meetings, we had a very good turnout. I wanted to indicate to you that over the past ninety days we have made a bonified effort to expand the Board itself because a great number of our membership is currently looking at expiring terms on that board.

Because we are so concerned about representing the diverse community that this station serves, we will be looking for additional members who represent specifically the Asian and the Hispanic community, in addition to others. We represent everything in this community from professionals to farmers to lawyers to government workers, to every type of person that we think inhabits the city. So we think that we have something to bring to WPFW.

But we would just like to ask one question-which I have been instructed by my Board to relate to you. And that is, we would like to know why it is not possible for us, number one, to meet at the station, which I believe the station at one of our meetings agreed was the best place for these meetings?

And, secondly, we would like to request that when the meeting will be changed by the station, could we please be informed sooner than ten days or three days or four days before that meeting.

And, thirdly, we would like to have someone from the station come and make some kind of report to us for purposes of the LAB even beginning to understand what's happening at the station.

I simply want to say that I've been on this Board for many, many years and I've been on this Board in the past. And as everyone on the Board agrees, all we want to do is help. I think with the kind of talent and individuals with the kinds of backgrounds and skills that they have, we would work at the direction of whomever would simply tell us what it is the station needs and how we can be helpful in that process.

There are people on this national board who have been on the local board and who know about the abuse that this LAB has had to suffer at the hands of, unfortunate staff that do not feel the same way I do about our need to cooperate. So I am simply asking this national board from the bottom of my heart for the last bastion of free speech in this country to provide that vehicle of communication, apply it to yourselves and just let us know what's going on and how we can help you. We don't want to harm you. We just want to help.

DR. BERRY: Thank you very much, Ms. Williams, and thank you for coming to the meeting.

MS. WASH: Lou isn't here. And he didn't make your last meeting because he's out sick. He has a very serious illness. He will be out for the next two or three months.

And, unfortunately, there's just not enough space, as I understand it, at the station to accommodate the large group. And that's why the station itself took it upon itself to look for a larger space for the advisory board to meet.

MR. FORD: What Mary Alice has said, we've had a lot of conversation in the past in regard to that. one other prevailing factor is that there's a liability issue with having a large gathering of folks at the station. First of all, the space is very small.

Secondly, to facilitate people coming to the meeting and being able to get access to the meeting area we have to leave the front door open. That violates the insurance policy for the station, as well as the building and the owner of the building. Should something occur, Pacifica is extremely liable for anything that would occur.

Lou has assured me, and I've had conversations following two board meetings ago when this was brought to my attention, that they would work in complete earnest to find suitable meeting facilities for the LAB. They met at a police precinct prior to the meeting at UDC. I don't know what's the correct forum.

I will agree with you that the change in notice of venue should be given in more of a timely fashion. And I think that's something, Bessie, that could be easily done. So I think that issue will be solved. But I think the lines of communication and the working to make this happen have been solved. At least a start has been made. And we will continue to do so.

The services and advise that the local advisory board gives to Pacifica is very valuable. And I would love personally to see the lines of communication stay open. And whatever problems we have from a logistical standpoint I'm quite sure we can work them out.

Well, anyway, let us go on to the committee reports. And the first one is the executive committee. The executive committee -- and this is a report, Ms. Lyons, on what the executive committee did on Friday. I'm about to give this report, okay?

DR. BERRY: The executive committee met and heard the executive director tell us about all of her problems and issues with everything from space with the National Office and WPFW co-located, to various union contracts that are expiring and have to be negotiated, to the need to hire a consultant, as she was telling you here, to go in and look at the whole financial operations in the foundation.

DR. BERRY: And that she was hiring a human resources director. This has been an issue for a long time, the unevenness of the various benefits and everything else that happens in Pacifica. Every time something occurs, as when someone dies or somebody gets sick or something happens, then we have questions raised about our coverages and what are we doing for employees and how are we keeping track of all this stuff, and we don't have a human resources director.

So that whole Area we spent a lot of time discussing the issues that relate to human resources. And she urgently needs to hire someone. We also discussed the need for her to hire herself immediately an administrative person who would be number two to handle some of these problems and the details of day-to-day management.

We also discussed an issue that was raised sometime during the weekend about the law firm that represents us with the understanding that there has been some discussion of this and whether there is some kind of conflict of interest that one of our board members who was a member of that firm might have.

And we, of course, were quite aware already that the executive director who has the authority to do so had engaged this firm because she had sent us out an E-mail and had informed us that she was doing it. She sent the Board an E-mail. And we had received some communication from some people objecting and saying that they thought it was a conflict. And we assured ourselves again, as we had before, and were told about the conversations that had taken place during the weekend, that there's nothing illegal or immorale or unappetizing. And, indeed, we should be grateful to the firm in terms of the rates that they're giving us. And that Mr. Murdock is not self-dealing or being in aggrandized or enriched or anything else under the code for this matter.

So these are the matters that we discussed. And also I've already told you about David and the issues with him.

So that was a report of the executive committee, if I haven't left anything out.

MR. MILLSPAUGH: I think that it should be observed, and with gratitude, that Dr. Berry has consented to remain available to consult and advise and lend her good offices and good will to the organization during a transition period while David cycles in as the chair of the Board of Directors. And I think, as I say, that we should feel a great deal of gratitude for her willingness to put up with us for another couple of months in that advisory capacity.

DR. BERRY: And being paid nothing. We're not talking about paying anybody. You said consultant. Somebody might think I'm getting some money from Pacifica.

MR. PALMER: I think that just as a note from me knowing David that I think that he would be very grateful for the assistance in transitioning because he does have a lot of things on his plate professionally, his wife is going to have a baby, and some other things with his personal health that are going on. So I thank you for him in his absence.

MR. MORAN: A couple of things. First, just a minor detail. I don't think that I received as a board member a copy of that E-mail that you say that informed the Board of the hiring of the firm. So if Bessie could forward a copy of that original E-mail. So look it up on the computer and then do a forward of that original E-mail that would be great so that I could have a copy of the original E-mail that was sent out.

MR. MORAN: So I just wanted to request a copy of that original E-mail be forwarded to me.

Secondly, I want to reiterate my concern that executive committee meetings are not announced to the entire Board and are closed to the Board.

And, thirdly, I want to ask, especially in light of having been served some papers this morning, what is the forum, as we discussed yesterday, for me as a board member to go to that where we discuss litigation strategy decisions that the Board needs to make?

No, we did not do that yesterday. And we were told that the forum for that was the Board. And I want to know which closed session of the Board I will be afforded the opportunity to discuss that? And I'm making a specific request that that be agendized and scheduled before the next board meeting within, say, the next thirty days as a phone conference, at least to begin a discussion of where it is that that body assembles and how do we as board members get our rightful input into that process?

MS. CHAMBERS: Doubling back to the topic that came up afterwards with respect to your staying on in an advisory capacity, I want to express my extreme gratitude for your generous offer in light of the fact, as Tomas pointed out, that we have all just received something here that we have not had a chance to look over, but is probably not good news. And I appreciate the continuity, the leadership and the access to institutional knowledge.

MR. ROBINSON: Dr. Berry, I'd like to understand why it is that you felt it necessary to make a determination to hire Mr. Murdock's firm without discussing it with the full board, and then why you would go the additional step of deliberately not personally notifying all of us of that decision if it was such an important decision?

DR. BERRY: Mr. Robinson, you misheard. I did not hire anyone to do anything. And I don't hire anyone to do anything. So that is a misstatement of the facts. Under Pacifica's rules, hiring is done by the executive director who has full authority to hire whomever she pleases as counsel for the --

Who has full authority to hire whomever the executive director pleases to be counsel to this organization. It's one of the responsibilities of the executive director.

Now, the executive director, of course, informed us that she was making this decision. It could have been any firm that she wished to hire.

MR. ROBINSON: But it happened to be a firm that employs a member of the Board.

DR. BERRY: So if you wish to ask that question, you should not be asking me because I didn't hire the person. You're asking the wrong person.

MR. ROBINSON: If the Board discussed the retainer of Mr. Murdock's firm, why was the full Board not participating in that discussion?

DR. BERRY: The Board did not discuss the retainer of Mr. Murdock's firm. You misheard. Where did you hear this?

MR. ROBINSON: Is Mr. Murdock's firm employed by Pacifica or retained by Pacifica --

MR. ROBINSON: Can someone answer the question? Can Bessie answer the question?

She said she believes it was a date in June, the exact date of which she is uncertain.

MS. WASH: I frequently discuss a lot of things with various people. So there were some people I discussed it with, yes.

DR. BERRY: I don't think the executive director has to submit to cross-examination.

MR. ROBINSON: I'm just trying to figure out what transpired. I'm a member of the Board.

DR. BERRY: Asked and answered. The executive director has the authority to hire a firm. She hired a firm. You've been told that the firm was hired.

MS. CAGAN: No. We were not informed previous to -- you know, we did not get it E-mail or regular mail or anything.

DR. BERRY: If we're going to have interrogation, is it your response, Ms. Cagan, that you were unaware until this morning that Mr. Murdock's firm was hired by Ms. Wash?

MS. CAGAN. No. I didn't learn about this earlier. As you don't remember the date the firm was hired, I don't remember. It was sometime in the last few weeks that I heard about this. I did not hear about this from the National office or from the leadership of this organization. I heard about it informally as rumor. And I would have appreciated notice from either the executive director or the chair of the Board. Somebody.

DR. BERRY: You are saying -- I'll ask each of you because you were engaging in interrogation here.

Is it the representation of you, Mr. Robinson, that you knew nothing about this firm being hired until you got here this morning?

MR. ROBINSON: It is my contention that I was not informed by responsible parties, whether board members or employees of Pacifica, that this determination had been made.

DR. BERRY: Okay. So that we don't spend time on this, the answer to the question is that the executive director makes hiring decisions. If you don't like the way the executive director informed you or didn't inform you of the hiring decision, that is a judgment that you can make about the executive director. You know, it I s not a policy matter. If the person didn't tell you and you're upset about it, then that has nothing to do with whether she has the authority to do it. It has to do with the way she did it.

DR. BERRY: Okay. So we assume that you did not get information from the executive director that she hired the firm, okay. The record shows that now.

Look, I'm concerned -- I obviously didn't get the information from the executive director. I'm particularly concerned because I'm not dealing with her power of decision. That's not what I'm suggesting. But I'm suggesting there's a board member who was a Jane Doe and is now a named defendant, I assume, in one of these papers which I haven't looked at, that the Board, however it's done, by whoseever authority, the Board leadership and/or delegating that leadership to the ED, has a responsibility to let its board members who are, in fact, named defendants know what kind of representation we are getting. That includes names, et cetera. I understand we have to go through you to deal with these people. But just be informed of the decision.

My concern is that I be afforded as a board member. And I can't speak for my other fellow board members. But that I, in my capacity as a board member be afforded independent counsel, counsel that's not in any way affected by anything or any kind of situation that may prevent counsel from making the most zealous representation as he or she has to do under the ABA model rules.

I'm not here to argue out the differences over whether there is or isn't a conflict. I perceive it differently for the record. I don't like it. I don't like the fact we have a person wearing three hats. I've expressed that. A board of director's hat, a firm hat, understanding that you may not be directly paid by this, but it's your firm, and a defendant hat. I know there's a debate in the profession about that. I'm not here to debate that. But for the record, I'm not pleased with that.

And I'm concerned and welcome the fact that I assume the Executive Board would want all of its board members to be zealousy independently represented. I was a little nonplussed because not hearing it through the proper channels; i.e., how the decision was made, the issue of it even becoming an issue in normal circumstances; i.e.; other organizations that are functioning differently, some of them, or, you know, that we are able to at this moment, there's usually some kind of information process. Members of the Board, whether it's a corporation or a nonprofit said, look, here's the situation, we're hiring so and so, whether it's the CPA who's doing the accounting, that person is on here, or the lawyer who's going to represent you in the ongoing litigation, which is already there, there's some kind of information given and some kind of consent from board members.

There was no process. And I'm just concerned about that. That it doesn't seem to me to be proper. And I don't want my representation as part of this Board in the capacity as a board member to be compromised by operational decisions that are not for whatever reason properly implemented.

DR. BERRY: I will recognize Michael, but you should add as a tag-in to your statement in order to be fair, Ms. Lyons, your argument that this situation is different and that we have board members who are suing the very Foundation and Board on which they serve which makes it impossible to give certain kinds of information to them because they're litigants.

MR. LYONS: Respectfully, you can add that, Dr. Berry. I am not adding that. I'm just saying, you added that. That's fine. Let's be fair.

DR. BERRY: So that tells me how fair you are, because that clearly is relevant and material.

MR. PALMER: I guess it might be helpful for Beth and perhaps the others to know that when the initial lawsuit was named, it was the then executive director that made the hire. And we were told at that time who it was. And that's how it occurred this time.

And the fact is that on Friday, at least on this Friday you had a chance to direct your questions directly to John who answered them. And you stated your unease with it. But I think you did a good job and it was supported by others not in the Board, but by others that said that he is not in a conflict of interest.

And of course the option always remains, as you're aware, that if you don't feel like you're getting good independent counsel, then you can on your own do that. And so to go on and belabor the point, I think the main point that you want to get to is that you see a conflict of interest and you disagree with what I myself feel and the others do. And, in fact, John has stated, and others have stated, it's not. And I think that's the long and short of it. And I've heard what you feel and I respect that. And I think we should move on.

MR. MORAN: For your information, I wanted to know -- Dr. Berry said that there was a board member that was an active litigant against the Foundation. I need you to name that, Dr. Berry.

MR. MORAN: You made a statement for the record that I need to understand. Dr. Berry, I am asking an information question.

DR. BERRY: If any of you are interested in having him do so, we could ask Mr. Murdock to provide us with a statement from his firm.

MR. MORAN: You made a statement for the record here. Is that being reversed or what? I don't get it.

Also, if you would like to introduce a motion to have Mr. Murdock's firm no longer be counsel for this organization because of your unease, you may do so and I will entertain such a motion.

MS. CAGAN: Actually, I don't want to introduce that motion because I want to go back to Tomas' recommendation -- I don't know if it was a motion or not -- that there be some time set aside when the Board can have a discussion about how we're dealing with the litigation. In that context I then may make want to make a motion like that. But I feel there hasn't been a venue for us to have that kind of discussion about litigation strategies and, you know, how we're responding. I haven't. read this new document either. You made reference that there may be some other lawsuit.

You know, I do feel that as part of this Board, and I would hope that other members of the Board also feel, that we would, you know, have some time to have that discussion. As I said, in that context then I or other people might want to make a motion like you just suggested. But right now I certainly don't want to make that motion.

DR. BERRY: My only point is that the decision was made by the executive director. It is being implemented and the firm is representing us.

MS. CAGAN: I don't know if I'm uneasy about this firm because I don't know what the strategy is. I don't know what the' thinking-is about how to handle these lawsuits. I haven't had an opportunity to express my thoughts on this. That's what I would like an opportunity to do. And that's why I'd like to hear what other members of the Board have. I have my ideas, but I might be convinced by other members of the Board.

DR. BERRY: Board members, what I am suggesting to you is that if you wish to move to do so because of your unease whether you know anything about litigation or not, then please do so and you will have the opportunity to discuss it.

MR. MILLSPAUGH: I will speak against the motion. We have had from a third party from independent counsel without any relationship to this firm a letter setting forth, or maybe it was orally, the position that this is not a conflict of interest.

DR. BERRY: The motion that you have introduced and was seconded by Mr. Robinson.

MR. MORAN: That motion was the only venue that you gave to raising the issue of having the discussion that Leslie and I had talked about in creating of any board. And the only venue that you gave through your tactics, which are procedural manipulative tactics to force it this way, is for me to make a motion saying that I am uneasy about Mr. Murdock's relationship with this firm at this point because, and this is discussion now, because --

DR. BERRY: Just a moment. The motion has been made in response to my suggestion that if there were board members who were uneasy about the representation by this firm and wished it not to continue to make such a motion. My understanding is that --

DR. BERRY: -- if this motion passes the firm would be discharged. We would be directing the executive director to discharge this firm from representing us. That's my understanding of the motion.

Is there further discussion of this particular motion? There may be other motions. But is there further discussion of this motion?

If there is no discussion, all those in favor of the motion indicate by saying aye.

I'd like to move that a time and place be set up, and this can be by conference call, you know whatever is practical, for the full Board to be invited to, some board members may choose not to attend, but to participate in discussion amongst ourselves and with the executive. director of our strategies and approaches and thinking about how we want to handle the lawsuits that are presently before us or may come before us, you know, in the future.

MR. FORD: Personally, I will be voting against that motion for the simple fact that this Board is like a sieve. Anything that comes in leaks right out. Any discussion of a strategy will be, therefore -- I wouldn't be surprised if the attorney for the opposition would be on the phone call. I have no trust or faith in my fellow board members. And, therefore, I could not support any kind of a motion. Because if we're going to discuss strategy, why don't we just put it over the airways, because that's exactly where it's going to end up.

MR. MORAN: The concerns of any board member about their level of trust of any other individual cannot abrogate my legal rights to be a participant in the forging of the direction of this Foundation.

DR. BERRY: Oh, poppycock, Mr. Moran. The hiring of counsel is done by the executive director. No one has interfered with your right to do anything. if you get the votes to support whatever you want to do, you can do it. So that's just poppycock.

MS. CHAMBERS: With all due respect to the rights of Mr. Moran, he does have his rights. He should aggressively pursue his rights where he feels them in danger. I feel I also have rights. And I have the right to the best defense. As a potential litigant in this suit, I share the concerns of Mr. Ford that discussing strategy would weaken the ultimate defense if promulgated.

MR. LYONS: I'm in favor of the motion. And specifically because it would be an opportunity to illuminate and to make some decision about what we're going to say to counsel. And I think that we should reserve the right, having heard counsel's position yesterday, to make a decision about some of these other issues, including conflict of interest and zealous representation once the Board has had a proper process in which we all can decide what the direction is in response to any of these or all of these lawsuits.

MR. MURDOCK: I'd like to suggest that perhaps the motion might be one that's better brought in a closed session to discuss the issue of what you're asking about. It just might be easier to do that in a closed session.

I'm sorry, the motion that I understood, the motion that I understand at this point is that there be a meeting to discuss strategy. What I'm suggesting is with that motion --

MR. MURDOCK: My suggestion is your motion might be better brought in a closed meeting where people might be more comfortable debating the issue.

MS. CAGAN: I would amend my motion to say that the proposal that I put forth for such a discussion be in a closed session. But your proposal to have a closed session to discuss whether or not we can have a discussion I would not accept.

DR. BERRY: Oh, it's Ms. Cagan's motion now this time. I'm sorry. I'm getting confused here. Which was seconded by --

I want to suggest that in terms of the litigation strategy that those board members who wish to discuss it with counsel in the absence of a motion here to do so and get in touch with -- that Bessie set up some time with counsel for them to discuss it with counsel.

MS. CAGAN: That's fine. I was cautioned yesterday, we all were cautioned, about the cost of every time --

DR. BERRY: But, I mean, if you really are worried about it and you really are concerned, then you ought to have a chance to sit down and --

MS. CAGAN: I do. I also though was hoping for the benefit of the wisdom of my fellow board members to inform my own thinking about this. That's what I was looking for.

MR. MORAN: Will that meeting afford me the ability to affect the strategy or just to get informed about the strategy? Because what we're asking for is the meeting in which this Board which is empowered to set strategy can have that kind of discussion and see if we even want to do that.

MR. MORAN: That the meeting that you're suggesting with the attorney, the informal meeting, does not provide a venue for me to have my rights to affect the strategy and to vote on whether we want to affect the strategy or not.

DR. BERRY: But any time you want to present motions and go to committees and so on, you can.

MR. MURDOCK: Sometimes we tend to get lost in the woods. There's absolutely nothing that prevents individual members of this Board from speaking to one another and caucusing on issues and concerns that they have. And if they find that, they have some consensus amongst one another from making a written proposal to the Board on what they believe ought to happen.

So, I mean, an argument about this is kind of pointless. There's nothing that prevents any of us from talking to one another. We can certainly do that.

MS. CAGAN: I don't have the money to set up a conference call of this body. I would like that to be the Foundation's responsibility to convene either a conference call or, you know, in a person-to-person meeting. It's not my responsibility to convene a meeting of this Board.

MR. MURDOCK: And I'm suggesting to you that there is an alternative, which is that we can all caucus amongst ourselves individually or in groups and see if there's a concensus and then from there develop an. approach.

MR. LYONS: But the proposal that Leslie is making, which I second and support, is that we particularly have that collective process in an effort to try to hear our other board members and try to develop some collective way to deal with whether it's this or whether it's anything else. But particularly we're talking about this now -- the litigations.

And I think that's the point. And I think that to do that I think that Pacifica should make that forum available, whether it's a conference call or whatever. We can talk to each other in caucus. That's not the point. I really want to hear what other people have to say.

DR. BERRY: Well, there's a point of order. You are right to call the chair to task for not keeping us in order. I'm sorry.

We have debated this motion and defeated it, it has been defeated, which means we shouldn't still be discussing it. And also whatever any individual board member might feel, a majority of the board members do not believe that it is necessary to have such a meeting or to talk about it. They seem to be -- there was not a majority that was uneasy about our representation as I read the votes that just took place here in this meeting.

So this is a matter of pursuading one's individual colleagues if one wishes to have a different consensus. So I think that's the answer to the question for this Board meeting.

We met yesterday for three hours. And despite the many people who unfortunately are ill or unable to attend this weekend, all but one of our committee members were present. So we felt that that was an achievement in itself.

We first received a presentation, a lengthy and excellent very professionally done presentation, from our new national program director, Steven Yasco, who prepared a report with the assistance of many and most of the senior staff, the managers and so on. And I have copies of the notes or illustrations, the computer copy that he used. And I'm going to pass this among the board members. This is for board member use only. And especially, of course, the committee members who were there yesterday will recall some of the elaboration, but this will serve as an Aviemore and also as a performance part of your assignments later on.

The first part of the presentation which you're receiving -- and I'm not going to review the whole thing since I would only be repeating what you're going to have in front of you on paper -- the first part of the, two-thirds practically, of the presentation was on the new media environment, especially from a technical point of view. Especially the longest conversation was about developments and Direct Broadcast Satellite Systems, XM and Serious, and the challenges that represents for terrestrial broadcasters such as we. And the opportunities that it offers us as well.

There was also a review of the really tippy toe top lines of the numbers for the last season. And the growth that we have been experiencing has continued. Again, these numbers are in here and I'll not repeat them in the interest of time and my own sanity.

Pages 11 through 14 of the materials you have here outline a task force progress report, the program task force. And there was lengthy discussion about that outline. And suggestions were made for additions. And the committee decided as following:

That this material which is being distributed would be distributed to all members of the Board and that you would all be invited and urged to study it. This is the portions from 11 to 14 pertaining to the program task force. That you study this and make any discussions for additions or subtractions or multiplications of divisions sending those to me and to Steven Yasco by the end of next week. Whereupon he will elaborate the existing outline and taking into account the suggestions that you have made. Which we ask to be in writing so it can be absolutely clear and take as little time as possible for its incorporation.

Steven is to then elaborate this outline by mid October, by October 15 is the date given, and return it to the Board. And then we will have a committee meeting by phone the week of November 2, which the National Office will help facilitate us doing, to discuss the development in that outline and any further steps that need to be taken or any criticisms of the time line or whatever. Whatever observations are brought up will then be reviewed again in that committee meeting.

We are trying to in our committee, as I know other committees, to be a little bit more -- well, to set up time lines and target dates and so on for ourselves so that things don't just drift on into infinity and in eternity as I think I'm in danger of doing.

And that was the sort of formal content of the meeting. And if anyone wants to add to it they certainly may.

But another aspect of the meeting was the discussion of the programming that has been taking place in the last few months, especially, although not exclusively, around the campaigns, around the political season. And it's been extremely -- for those of you who indeed listen to your station, you will know that it's been extremely active the last three or four months in programming, both on the national and local level. And the committee commented in particular upon Aimee Goodman's excellent work on Democracy Now. The creative relationships with other media that she has been able under her leadership to establish.

And it was also observed that all of the staff, major staff of the Foundation have been involved in the convention coverage. And certainly her work has stood out there. But I also want to, as long as I'm passing out compliments, and I'm sure that I will neglect to compliment somebody who will hate me forever afterwards, but I hope they already hated me so I don't gain new enemies, I wanted to point out Don Rush's excellent work in effecting the coverage in his extensive interviews. A frequent program contributor Bob Henneley, who did a lot of the candidate interviews and did a lot of analysis on campaign finance issues. The work of KPFKs news room, especially Barbara Dab in providing I think probably more single fees than any other single station. The work of Bart Cooper's Radio Nation on his daily report. KPFAs Hard Knock Radio Flash Points and other KPFA staff with their work on live daily coverage. And at WPFW Ambrose Lane's excellent coverage of the city elections.

So I think that from local to national Pacifica has distinguished itself. And because there are other things than elections going on in the world there was, once again, Aimee Goodman's -- and this struck me in particular personally. The interview with Lori Barrinson I think was in the nature of a journalistic coop. And I think also that the bringing to the public of Castro's, Fidel Castro's speech in New York was a historic broadcast document. And that the WBAI staff and Bernard Santiago who did the special work on that, all of these people have just been doing personal service for us. And I take pleasure at the opportunity to recognize it and commend it on behalf of the program committee. And I see that there are other people who attended the committee who want to add their accolades to this.

One is that on the presentation that was made yesterday about the program task force, my recollection was, and again other people in the room can correct me if I'm wrong on this, was not just that whatever additions or suggestions we have should be forwarded in, but in fact I offered a very profound, if you will, disagreement with the orientation of the whole and the premise that was put forth for the work of this task force as captured in the goals that was put forth to us that's on page 11 there.

I felt that the most important goal was missing and that if that goal was included, and there seemed to be agreement in the committee that that goal should be included, that that would have an impact on all the other elements, such as the 'composition of the task force, the specific activities of the task force, et cetera.

MR. MILLSPAUGH: No, no, no, no, no. I didn't mean to suggestion that it was tinkering. I meant to suggest that we received a first draft that the committee wants to make further comments on and has invited the other members to make comments on. And in particular you had undertaken to make in writing a statement because you felt that, as I understood it, that the principal deficiency from your standpoint was that the wording was not grounded in a statement of the principles and objectives of the Foundation.

MS. CAGAN: Well, just to be as clear as we can, because I think this effort to do this program task force is very important and could have a tremendous impact on the future of the stations and the sound of Pacifica, that the goals, and the primary goal I would argue, should be that our programming be looked at and examined and discussed in light of our commitment to being part of and integral to, related to, whatever the language is you want to use here, and in fact in service of a progressive social change agenda and movement in this country.

And I think with that as a foundation, that then all the other component parts of this proposal need to be reevaluated. For instance, as I said yesterday, I think who then is invited in, either as a standing member of the task force or to give input to the task force, you know, could be opened up. I think the elements articulated here were too limited.

I don't want to repeat everything that we discussed yesterday, but stress that that basic premise of what the task force is looking at and in charge of doing needs to be revised. So that was my first comment.

My second comment has to do with the issue you raised about, you know, congratulating the various staff people and component parts of the network for the work they've done. In fact, what I had done yesterday was put forth a proposal that we bring to the Board today a proposal, recommendation, a motion, if you will, that we go on record supporting in particular the good work, the creative work, the good work in terms of the content and the creativity, of Democracy Now under the leadership of Aimee Goodman, particularly as evidenced by not only convention coverage, but also Lori Barrinson, as you said.

And the reason why I mentioned the convention coverage had to do with collaboration with a cable effort as something that our network can look into. I also thought that we should go on record in supporting Democracy Now. Because of their work the kind of mainstream media attention that has become a positive mainstream media attention that has come to Pacifica directly through that work should be noted.

MR. MILLSPAUGH: You did raise that possibility, however no such motion was made.

MS. CAGAN: So I'm raising it now then. I'm sorry if it wasn't clear yesterday.

And that further that we go on record supporting to the degree possible, you know, further support and resources -- and that's not just financial resources. I'm not talking about money here -- of kinds of support to the Democracy Now team to do its work and continue to do its work. So I'm sorry if that wasn't clear yesterday. I thought it was. If not, then I'd like to make that as a motion now.

DR. BERRY: As we speak, all 'of those motions or which part of it is a motion?

MS. CAGAN: Well, the second part of it. I'm not sure if the first part needs to be a motion.

MS. CAGAN: The motion is that the Board of Pacifica, the Pacifica Foundation, supports the good work and congratulates the Democracy Now team under the leadership of Aimee Goodman for their good work not only in the recent months, but throughout their life, but particularly in recent months due to two things. One is the good work that they have done in content and the good work that they have done in terms of exploring collaborative efforts with other alternative media forums such as cable projects around the convention. And that further that we would encourage the fullest possible, you know, support, again I'm not talking about finances but other type of support, for the ongoing work of Democracy Now and Aimee Goodman.

DR. BERRY: What do you mean by other point of information, other types of support?

MS. CAGAN: Well, I think that there are, for instance, questions about, you know, how many hours people have to work and stuff like that. It's not all about money. Support comes in lots of ways. Being able to figure out how they identify people on the air. Things like that.

MS. CAGAN: Commendations, whatever. You know, a record. Something be put in their personnel files. You know, a copy of this motion for instance, if it passes, to go into their personnel files that we support their work.

MR. MURDOCK: Leslie, when you brought this up yesterday I expressed a similar sense of being very impressed and as a member of this Board very proud of the work that Aimee has done and Democracy Now has done. And Michael pointed out that there are other people who have done some tremendous work and that as a board we ought to commend all of them.

But I also think we ought to be very careful about how we frame it so that we don't in trying to commend people sort of back door into something else that you probably don't intend to back door into, which is an operational issue having to do with funding and allocation of resources. If we can structure it in such a way that it doesn't impact upon the responsibilities that belong to the staff, that's fine. But when you start talking about issues of support, that leaves it kind of vague and open.

MS. CHAMBERS: I would like to see this motion if possible broken down into two motions. The motion to congratulate the good work in content and collaborative effort which I can support without reservation.

And the second motion being to encourage the fullest possible nonfinancial support which I do not feel I've heard enough discussion on yet in which to support.

One, I appreciate John's comment because I think it's accurate in not wanting to overreach. Just in my opinion, an acknowledgement and congratulations.

In terms of what you just said, Valerie, I think the content aspect of their show is what brings a lot of listeners. And the fact that they teamed up with the entity they did to go and broadcast over television was what I like to see. But there is a fact that other aspects of Pacifica were blocked from interacting with those other media outlets. For whatever reason, I don't want to get into.

And I don't want to single out still Democracy Now for their efforts in collaboration with other alternative media outlets to the exclusion of the other parts of the Foundation mainly because I think that goes to what John is saying ultimately. I think that I would certainly support the acknowledgement and applause for Democracy Now and their continued efforts in collaboration.

But I want to see all of the Pacifica outlets, all of the units doing the same. And, frankly, I know the history in how Democracy Now got started. And it was under different circumstances than it operates now. And I expect Democracy Now to perform the way that it has been because it's receiving outstanding support right now from the Foundation. It has for the five years that it's been in place to the detriment of other programs that the individual managers have wanted to have funded.

And so they're given the largest amount of support outside of the Pacifica National News at this time than any other program within the entire network. So they should be doing these things. And they're beginning to do that in an individual show press, but they have a national platform as well.

MR. PALMER: And I'll acknowledge that. And there are shows in each market that do better and worse than they do in terms of drawing audience. We all agree that it's a good show, that it's a leading show in the network in terms of the content and the way they're getting it. And that I fully support. And if we could break the recognition down to that level, I would be in favor of it. But to the exclusion beyond that of the other parts of the network, I'm not ready to go there right now.

MR. FORD: In conjunction with what Mr. Murdock said, as well as Ms. Chambers and Mr. Palmer, I agree wholeheartedly that recognition should be given to all the units and all the programmers, whether they're local or national for all of the tireless work they have done.

But I'm somewhat confused with your proposal because it's very convoluted and I heard Ms. Chambers say it needed to be broken down into two motions.

I would suggest that we table your motion and let you come back with the exact wording on something that we can --

MR. FORD: My suggestion was that we table your motion such that you can come back to us with the language worked out such that we can have a concrete document by which to vote on to give everyone their just desserts for the work they have done. That is my suggestion.

DR. BERRY: Is there a second of the motion to table? In parliamentary fashion, there's a motion to table the seconded. The vote only takes precedence over a discussion of the main motion. Is the motion to table seconded?

MR. MORAN: I think the reason for supporting this motion, which I will support, is that -- let's be clear. In an organization you have a situation, you have a very good performer that is doing the kind of work that is exemplary of the mission of that organization, the behavior that I would want to -- the message that I would want to send management and ourselves with a motion such as this is to say that that is precisely the creative energy that we want to support with a very supportive environment. It just sends a tone that, a reminder that this is so well aligned with the mission of our organization and so successful that we would like management to act accordingly and understand that the best way to foster creativity is to work in a way that facilitates anything that you want from a unit or a department because they are a high performer to begin with. And that's the value of this motion.

MS. CAGAN: On Valrie's suggestion, if you separate it, I would prefer not to separate it, but obviously I believe she has the right to make that as a proposal as a motion to separate. And I think that would be the appropriate way to proceed.

MR. LYONS: I support the motion in its entirety. And if it gets separated, I will support the motion. But I support the motion principally in its entirety and want to second what Mr. Moran said.

I think we're in a lucky situation, we're in a excellent situation for people to have this discussion. Because we're talking about a program that has a program which has brought to Pacifica through the work of Aimee and its staff and others who were involved in the program the kind of accord and also the kind of main stream attention and audience that has been discussed in many different committees in this body. I mean, the accolades for the program. But particularly the coverage at the conventions.

I want to single out the excellence of the coverage at the conventions which were commented on very positively, brought positive attention from the Washington Post, from the New York Times, et cetera, et cetera. I mean, all those reprints are available. I think that Pacifica Foundation has, and Pacifica radio, has made qualitative gains through what happened.

I just want to share my concern, however we phrase it, that the policy of having this national program and other national programs be supported. That individuals in that position in national programming be afforded not just financial support, because in this case most of the money is earned by that program because I'm not dealing with the finance now, but to be supported any way that we can in terms of its operation. Personnel decisions, decisions about time, where time is spent, protection of those programs, the status, the working status of the people involved in those programs, including Aimee and others. But I feel that we should be, you know, thrilled that we're in a position to even have this discussion today.

DR. BERRY: Would Mr. Millspaugh and Mr. Palmer induldge and let me speak for the motion?

First of all, to correct the record, Democracy Now does not raise its entire funding. That is false. Democracy Now raises about how much?

The second thing, in order to be the skunk at the picnic, which is what I'm being in this discussion here, and I don't mind, Democracy Now has very good qualities, the program has good qualities and support, but Democracy Now created some problems and issues during its convention coverage which got publicity also. It not only got publicity, but created difficulty for other journalists from Pacifica who were trying to get credentials to get into various activities.

So let's not pretend that there is some unvarnished statement to be made. And while we would like for people to perhaps replicate And emulate the performance of Democracy Now in many instances, and I am a supporter of it, not everything about the way Democracy Now and the staff go about their work is anything to be applauded and commended and told other people should do the same thing.

There are certain things that journalists are required to do if they are journalists and that they use their credentials accurately. And we want Pacifica journalists to do that.

Beyond that, while I too would be in favor of a motion commending Democracy Now to make any kind of decisions about commendations, about personnel statements, about other things that would single them out Above and beyond everybody else who was in the Foundation who has worked very hard would send, I think, precisely the wrong message. So the picture for Democracy Now is mixed.

Also, Pacifica cannot be a Johnny-one-note network. It's been a Johnny-one-note network. And there are other programs throughout this network that if you were to give them the same support that you had given to Democracy Now, it would be my bet that they would be just as good in terms of signature programs. And I have been urging for years that -- the years I've been around here -- that the Foundation identify --

Whenever I visit stations I've said to people, don't you have a program, a signature program, could we put, you know, $150,000 into you or $200,000? The network should not be a Johnny-one-note. We're proud of Democracy Now, we're proud of what Aimee does. As I say, it's not an unmitigated and unvarnished record in terms of how one should behave. And there may be some issues that have to be dealt with.

So I would support a motion of commendation. I would oppose this motion as it is currently stated.

MR. MILLSPAUGH: I also would support a motion of commendation and, in fact, try to, in effect, do that as part of the committee report to commend the work, as well as that of others, that contributed to the excellence of the last few months' programming.

I was concerned that this not, however, become a substitute or an attempt to preempt the orderly manner of staff evaluation, which is a totally and fully and exclusively staff function, and which I feel that some members of the Board are either unwarily or perhaps warily attempting to achieve. And I think that that would be extremely unfortunate and inappropriate and a bad procedure. We've heard a lot this weekend about how we need better procedures. And many of the criticisms are coming from the same people who seem to be willing to violate those procedures out of hand.

And I think that we teed to confine ourselves to the commendation of the excellent work that has been done and not get into a discussion in public of any staff difficulties or contretemps because those should be in executive session, if at all, and probably not at all because it is not our job.

MR. MURDOCK: I'm sorry. Can we just hear the motion? I mean, I've got to hear it now at this point.

DR. BERRY: The motion as I understood it -- and the maker of the motion can object if I restate it incorrectly. The motion as I understood it in general is to commend Democracy Now and the staff. That is one part of the motion.

And the other is to give attention to or to devote resources to -- not financial resources -- to supporting and making those words of commendation more than mere words in the effort to aid and support Democracy Now.

MS. CAGAN: The only further amplification on that would be to commend the good work of the Democracy Now team under the leadership of Aimee Goodman. And specifically to call attention to the collaborative efforts with other alternative media.

Let us have a count of the people. Those who are in favor of the motion say your name and we'll put it in the record.

DR. BERRY: Those opposed to the motion say your name, raise your hand, just anybody speak first.

Does anyone want to make a second motion to divide the question to do this or to do something else?

MR. PALMER: I would like to make a motion that we acknowledge the work that has been completed by Democracy Now in aligning, you know, with some other media, as well as with Pacifica Network News, the folks at KPFK and KPFA for all of the work that they have done specifically on the convention as operating units at this time.

Those opposed to the motion indicate by saying no. The motion passes unanimously. That's the first thing we've ever done unanimously.

I have one comment to make in addition to the one that Leslie Cagan made on the report of your committee before we accept the report of the committee and proceed to the next report. And that is in addition to the comments you made about a progressive voice and the need to emphasize that, I saw nowhere in here the emphasis on audience growth and diversity, which are the two goals, overall goals that Pacifica is devoted to.

And I think what is happening is that we're assuming without saying -- I just read the whole thing -- we're assuming without saying that these are beyond the presence in the sky, just as the progressive voice is beyond, the presence in the sky. . But I think that as often as we mention these, we should keep these in mind and keep them in the forefront.

MR. MILLSPAUGH: If I may say so, I agree with both of those statements. I felt that it was implicit, but I believe that much of the committee felt that these things should be made explicit. And of course I cannot disagree with that. I'm in favor of that.

In fact, it was a peculiar discussion because everyone was in agreement,' but nonetheless there was a great deal of arguing. And it was difficult to sort out at times.

DR. BERRY: The technical committee does not have a report, is that right, Mr. Ford?

DR. BERRY: The development committee, is there any report from a development member?

MS. CHAMBERS: I stood in for the chair yesterday. We received a report from Joanne Meredith in the half hour or so that we met yesterday. Overall the stations are generally meeting their financial goals in terms of getting money on a current basis. But there are a great many needs of Pacifica, both now and over the next five years.

It's my understanding there will be a list forthcoming from the-development director that will detail these needs for us. In particular, on an operational standpoint we have the need to start a capital campaign or otherwise provide for the capital needs of the National office in the next four to five years.

And the way to do that -- this is a topic for consideration, not a proposal -- is to increase our emphasis on major donors. The committee noted that it stands ready to serve the local stations at their request in an ambassador position and to help them with their development needs as requested.

We also responded in part to the programming task force proposal in that we have formed an ad hoc kind of subcommittee for developing alternative metrics in which I believe Tomas Moran has agreed to serve, I have agreed to serve, Leslie Cagan has agreed to serve, and we may have one or two others before this is all over.

It is our hope that we may be able to develop and do some of the analysis in-house saving Pacifica a fair amount of money. I don't know that we will be able to get the same level of information, quality information in the same time period. But it is, again, our intent to assist and certainly not replace the entire plan.

We are going to try to have a first proposal specifically with respect to alternative metrics in the survey area out to committee members by October 16 with comments from committee members to be returned by October 30. And then hopefully a telephone meeting by the development committee on the initial proposal.

We want a little bit more direction. We're going to request some more direction in the LAB board's role in development and how we should best be working with them. And we're requesting this clarification from governance and for governance to consider on governance's timetable as governance sees fit for giving us that direction.

What was not discussed was the presentation last time by Audio Basket. However, this discussion is neither to be construed as being in favor of or being against that proposal. Merely we did not discuss it at the time.

MS. CAGAN: Just one addition to what you said. That we were assuming,' and we wanted to make explicit, that not only the members of the development committee but all board members would be available when called upon by the development staff to help with major donor visits or visits of foundations or whatever. That this was a responsibility that all of us should be able to meet.

MR. PALMER: I want to say that regarding some of the material that Joanne presented, I wasn't able to make that meeting. And she may have gotten hung out to dry, so to speak, on some of the data. And I apologize to her specifically for that. And I want to be clear to everybody on the Board and to those that were there and any false impressions that may come out, as I requested this data for the benefit of the finance committee so that the information that we receive piecemeal and strictly numerically frequently from the staff, from other data sources that kind of give us an idea on how we're doing. So that visually we could look at it and make our impressions a little quicker.

I'm a visual kind of person. So I've asked them to do that and have volunteered my time to help in that and we were working on it together. This is strictly preliminary. But all of the data is to be coming from the individual stations and their records and it isn't complete at this point in time. And when it gets more complete, it will still then just be a document for reference, it will be an internal document, for the visual ease of understanding where we've been and where we're going to help us formulate where we might continue to go and help us make some decisions that we otherwise might have to rely on somebody's word about.

So I personally want to apologize to Joanne for that. And I will definitely make sure that that material comes through the finance committee in the future so that I will definitely be there and not leave the room with such a void as to why this material has come out.

But I do want to stress that all of the data is coming from the individual stations and we're relying on the information that's retained at those stations.

MR. MORAN: In light of that, Michael, I want to apologize to Joanne. Also, the motion that I made to make some discussions as to how to make the visual representation of the data clear so that we could visually understand what was happening, was taken as a hanging out to dry, which I absolutely did not intend. I represent data visually in my work all the time and I was making it as a motion because. I was making a suggestion to the alteration of how the data was presented because of an unfortunate problem with the spreadsheet display on that page which visually created a difficult representation for the data of KPFA. So that's all it was meant as. It was certainly not as a criticism.

MS. CHAMBERS: And let me clarify just a little bit too. I don't believe that there was an error found in the graph itself. If one looked at the picture only and did not look at the key, then I think that was the source of initial confusion. It would take a little bit thorough reading and so forth.

I'd like to kind of sort of end my submission on a positive note. When we did, we had in essence, in addition to the motion for our committee to adjourn, two other unanimous motions.

One was the committee's support for the individual development staff at the stations.

I think that it's very exciting that you are doing this metric test for us. And we, all of us, very much look forward to seeing what you come up with. I'm happy that we have people that are talented and skillful on the Board and on the committee who can do this work. That's great.

Okay. Now we go to the finance committee where we have action on the budgets. Go ahead.

MR. PALMER: I want to start by saying what I didn't earlier because it wasn't essential then and it may not be now, but it's part of the finance realm.

The Foundation and the senior staff have supported Democracy Now extensively for five years.- They have received tremendous support on all fronts, including accommodating location on the show's origination and things of this nature.

So I want to be clear that the Foundation has started and supported and continues to support the program. And the benefit on the funding side is not that they meet their exclusive budget, but they are a tremendous asset in helping to raise money outside of their traditional one hour per day.

And that's an intangible amount of money. Primarily because of the way that we're organized financially we cannot identify exactly how much money they're raising outside of that hour. And so I think that we all know that it I s a good program, it's a strong benefit for us from the content point of view, it's a tremendous help on the financial side of things. And I'm sure that the senior staff will continue to be aware of those things and supporting it benefits the entire Foundation. So I just wanted to say that before we start.

DR. BERRY: Michael, before you proceed, I forgot, there's a sign-up sheet outside the door for the comment period which is being delayed. Make sure you sign the sheet if you wish to speak. And we're running behind a little, so let's proceed.

MR. PALMER: The financial picture of the Foundation has changed tremendously in the past three, five, seven years. Today, and this is a repeat for the people that were there yesterday, but for the benefit of the record and everybody else for the first time that anybody in the room can remember, including the CFO who's been with us for twenty years, all five of the operating stations are solvent. They have performed this year in a way that they've met all of their bills.

MR. PALMER: And this is no small matter for Pacifica. Because you can look back in any year, probably since the entire Foundation has been going, and there's been deficit funding for the unit. So it's a tremendous accomplishment. And the largest growth has occurred over the past seven years, and more specifically over about the last three years. I think that if you all looked at the material that was given out, even if you just looked at the past seven years you can see that there's been tremendous growth in the revenue side for each of the stations.

KPFT is -- this is from 1993 to the current year -- T has gone from $165,000 of an annual revenue listener support, excuse me, to about $780,000 or almost $800,000.

There's been tremendous finance growth, and you can see it in the number of actual donors which has grown from just under $50,000 to about $75,000, So through all of the efforts that have been made, as stressful as they have been for everybody, just from the financial point of view things have changed tremendously. Some would say a turn-around. I'm a little cautious about saying that just by nature.

But the fact that for the first time in at least twenty years all the stations are solvent is a tremendous positive change. And I want to acknowledge all of the managers past, present and everybody that's been involved in it on all the programs and everybody who's not on the air for accomplishing this. And if there were a way to give an individual acknowledgement to every one of them, we would do that and take the time. So I want to thank all of them for doing that at this time.

The thing that the finance committee is going to continue to focus on through the use of some of this other data that I've mentioned to you is trying to keep an eye in a forward direction now about the continuity and the continuation of its listener support. So we're going to be shifting our questions in these board meetings and any questions in between the Board meetings to the managers of what do they see coming from their donors as a result of their programming so that we might have a heads up as things are going to change and adjust our budgeting accordingly, which is a normal budgeting process for any other organization, but this is Pacifica so we have to do these things.

All in all, the discussions yesterday regarding the budgets were very positive. There is a transition to a national health package underway for our coverage in those areas. There's impact at KPFT and WPFW, more than others, due to the shift from a PPO to an HMO. This is a good practice so that there's some uniformity and that it's in line with our efforts in the past to try to consolidate these efforts that we're making so that we get any benefit of the efficiencies that are available to us.

Another key item is that the KU expenditures have at least for this time come to an end. The program that was started originally three years ago has distributed about 50 KU links to affiliates. We, through a financing arrangement, made it possible for the affiliates to pay for those KU down links and they're able to receive our programming through that. It's finally come to an end so there's been an appropriate shift in the budget in that way.

And there was some discussion about the affiliates in the meeting. Right now there's about 50 of them. And I think about 14 of them are having difficulty we'll say in paying their portion of the contract arrangement and they've been notified as such.

There was additional discussion about the need to expand the affiliate network and the communications with the affiliate network. And Bessie had indicated that in her budget for the National Office there is a person that will be ultimately hired and will be involved in these communications to the affiliates so that we can improve where they need to be for those communications.

And I would remind everybody of the fact that the affiliate relations are the responsibility of Bessie's office and her managers. And that the involvement of the Board and certainly the business aspects of our relationship with the affiliates I don't think is appropriate at this time or any time really.

Individually there were no specific questions or areas of contention regarding the budgets because everybody is performing as they're supposed to at this point in time. There were a number of additional positive things we could note.

At KPFA they were able to secure and complete the project to get their backup generator. And also in the budget their repairs to their tower and antenna have been allocated so that all of our hardware in that regard. is performing as it should be. They're also going to be experimenting with cyber days for fund raising.

And I personally was glad to hear that the Hard Knock radio show is beginning to generate the audience that everybody thought it would. And that's an important factor because it's a youth directed, for lack of a better word, a youth directed program. And I hope it continues to do well.

At WBAI they too will be making their efforts to experiment with these cyber days of fund raising. And this is part of the, effort to begin to hopefully reduce the overall number of days that all of the stations are on the air fund raising to off air fund raising through telemarketing as well as cyber days. And this is helpful for all the listeners because it's a drag at times to have to listen to the ongoing request for money after you've given your own money to benefit the station, which I'm sure everybody on the Board and hopefully everybody in the audience has done as well.

At KPFT they've recently completed renovations to their building. And I hope Garland has before and after pictures so they can be displayed as well. Because it's tremendously amazing what a new roof, paint, carpet and some other walls being moved can do to the environment that the employees are working in. So I'm glad to see that for their station.

They will be hiring a news director in the coming year that will be producing or putting on the air an afternoon news program. And this is another very positive step that we're able to do because the station is generating enough listener support to bring that person on. And I hope that this will continue to satisfy the need that we have locally for news, but also the perception from the outside that we don't have local news at all.

And I will just say as an anecdote Leslie mentioned a cab ride story earlier where the cabbie not being born in America listened to WBAI in her case. My cab ride to the airport to come to these meetings, a gentleman from Sierra Leone was listening to the news program we have in Houston, BBC, because it was his only reliable source for information about what was going on in his home country. And, you know, through conversation he indicated that the entire Sierra Leone population in Houston, although it's not extremely large, listens to KPFT for that news so that they can be informed.

So to whatever degree we're doing it now, it's helping out a significant part of the people that are not able to get news that benefits them in the Houston area.

And I think the last thing I'll mention is that at KPFK they are still trying to get the tower finalized, but hopefully there'll be a break in that logjam shortly.

Other than that, all of the budgets were submitted. The committee approved them being presented to the Board for approval. And I would request that we go ahead and do that at this time.

DR. BERRY: Could I get a second of the motion to approve the budgets for-the organizations?

MR. MORAN: I just want to mention that I'll be abstaining on this motion. Because, unfortunately, I did not receive the packet of the financial statements up until this morning. Somehow it was not possible to get one to me on time before I left home and there was not one available here on Friday so I didn't have it in front of me when the budgets were being discussed and so forth. And I still do have some pending questions that I've submitted to Bessie four weeks ago regarding line items on KPPA that might reflect some charges of litigation expenses that I'm questioning whether they're being charged back to the unit that I would like to find out before I vote on them. So I'll be abstaining on the motion.

MR. PALMER: I'd like to respond just primarily that I promise you that I will get back to you. I just wanted you to know that and everybody else to know it. And I do want to say that I'll be talking with the CFO regarding those items and other items in the National Office budget on how we actually do those as an organization so that it can be clear to everybody, not just what we Ire doing, but 'how they actually should- be done.

MS. LYONS: I approve of the budget but for the limited one item which I don't recall how it's phrased now, we discussed it yesterday, which I'll be abstaining on for the National Office. It's related to the issue of consolidation of finances on centralization of finances. And I will not be voting -- I cannot vote for the whole budget because of that item and will be presenting an alternative motion afterwards to say that I'm requesting evaluation and I'll be pleased to vote on everything else. But my sentiment of abstention focuses on that item solely. I don't have a problem with the other pieces of the budget that have to do with centralization consolidation and expenses towards that issue until this evaluation.

MR. LYONS: The motion that I want to make is that the Board instruct the executive director to carry out an evaluation of the consolidation and centralization policy which we decided as it has been implemented in a number of stations including BAI and to be implemented in KPFA, that that evaluation include the executive director and anyone else from her office, each station manager, local program directors and anyone else who the local station managers and program directors think would have something to contribute from the staff. And the third piece of that evaluation team be where possible any board members who are interested, if it's in his or her respective city and particular burden on finance committee people to see this because it's a policy issue.

I understand the decision was made. I'm not questioning the decision. I'm asking simply for evaluation. That that report from these various sources brought together be presented to us at our next meeting on the very beginning of March with the idea that where there are problems in implementation, particularly I know of some in my area, but where there are problems there be resolutions to problems so that this process, particularly in terms of check writing and ability to deal with crises, is dealt with in a much more efficient way so that the stations can figure out how to function most effectively and get out our product to our listeners.

MR. PALMER: I want to say, Beth, I wonder if this is different from the understanding I had with you leaving the finance committee meeting yesterday that we would get with the CFO and show the savings that have been generated through the consolidation, which is what you asked about specifically yesterday? Is this different from that?

I'm asking for an evaluation. I did say at the end of the meeting you and I would talk about the evaluation. But since then and based on the discussion I've realized that this may be a mechanism that the Board can implement. I'm making a different motion.

In other words, I'm very happy to have that discussion with you. But due to the nature of the issues and the urgency I am thinking it's better to have a mechanism so that by February we can get some of these issues resolved.