WAIVERS RESOLUTION
Local Station Boards throughout the Pacifica network are permitted by Article 3, Section 4 of the Pacifica Bylaws to establish a process to provide waivers of WBAI membership requirements on a case-by-case basis to listeners who have "demonstrated a sincere interest in becoming a Member of the Foundation and [are] also genuinely unable to afford the contribution amount or to volunteer the minimum 3 hours of service.”
Therefore, the WBAI Local Station Board hereby adopts the following process for membership waivers:
- A listener may apply for a membership waiver at any time during the course of the year.
2. The LSB hereby establishes a Waivers Committee to review and approve applications for Waivers. The Committee shall consist of 5 LSB members elected by the LSB using single transferable voting. No LSB listener member who is eligible to run for re-election this year shall serve on this committee. Should a committee member resign or be unable to serve, the next runner-up will automatically take his or her place. A quorum of the committee shall consist of the presence of 3 of the 5 members. The Committee will elect the committee Chair.
3. A person who wishes to apply for a waiver of membership requirements must request an application in writing, email or by telephone to the Chair of the Waivers Committee or his or her appointee, which will email or mail the application and a copy of the Pacifica Mission statement to the applicant within 48 hours. No other distribution of Waivers forms will be accepted. The Chair of the committee or his/her designee will keep a log of each request.
4. The applicant must fill out the form, which will follow the format designed by the National Election Supervisor. 5. No applicant shall be required to appear before the Committee.
5. For the 2012 election, the application for waiver must be received at the mailbox assigned for this purpose no later than 11:59 pm on Saturday, September 1, 2012.
6. All waiver applications will be picked up at mutually agreed times by the Chair and at least one other member of the Committee (generally, at the time of each meeting).
7. Waiver applications must be reviewed and approved prior to the deadline set by the Local Election Supervisor in order for membership to be conferred on the applicant for the 2012 LSB election.
8. The Waivers Committee shall review each application and vote by majority of those present only as to whether the applicant meets the criteria specified above; if so determined, the waiver shall be approved.
9. For each approved application, the LSB directs the Committee to notify the applicant, the Local Election Supervisor, and the station's Membership Department that the applicant is to be added to the membership rolls for the 12 months following the approval.
10. For applications that the Committee votes to reject or deems incomplete as per the requirements listed above, the Chair of the Committee or his/her appointee shall immediately notify the applicant (by phone if possible, or in writing (including email)), that the application has not been approved. The notification must include a short statement of the reason for its rejection or the finding of incomplete information. Such notification shall offer the applicant the option to resubmit the application with the required information. At its next meeting, the Committee will reconsider any application that has been resubmitted. The Committee shall not be responsible for resubmitted applications that fail to be approved prior to the deadline.
11. All applications shall be kept confidential, and all meetings of the Waivers Committee at which individual applications are discussed shall be held in executive session.
12. The Committee shall provide a written public report to the LSB specifying how many applications were received, approved, rejected, or returned due to incomplete information, as well as recommendations (if any) to improve the process in the future. A confidential section of the report shall include an accounting of any rejections of applications and the reason for each rejection. At the time the report is submitted, all applications and documents relating to applications shall be turned over to the LSB Secretary, who shall keep custody of them for two years. The waiver applications and documents relating to them shall be available for inspection by the Elections Supervisors upon request and by LSB members in executive session.
13. The Local Station Board hereby approves publicizing both the existence of the form and process for applying for waivers immediately.
14. The Local Station Board hereby approves the making and broadcasting of on-air carts, which shall include text summarizing the membership requirements, waiver process, and contact information for those seeking a waiver. The cart shall include mention of the deadline for becoming a member and obtaining a ballot in the coming LSB election. The LSB strongly urges WBAI management to assure that the cart is played as soon as it is available at least 4 times each day until the application deadline.
15. This information shall also be placed on the LSB's outgoing voicemail and on both the LSB and WBAI Election sections of the WBAI website. We also request that the information on how to get a waiver application be disseminated by the station through other means, email lists, and so forth.
16. The Waivers Committee convener and/or his/her appointee will begin arranging the production of forms, carts, and other means of publicity within 4 days of the Committee’s election.
Passed, August 8, 2012
RESOLUTIONS FROM LSB MEETING, JUNE 13, 2012
Passed without objection
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MOTION: The LSB shall elect an ad hoc committee of five (5) LSB members, including two directors, to develop and propose a protocol for evaluating the General Manager, and return with a proposal within four weeks.
Passed without objection
This committee is: NIa Bediako, Ray Laforest, Carolyn Birden, Manijeh Saba, Shawn Rhodes. Manijeh will convene the committee.
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MOTION: The WBAI LSB urges the ED to resume contract negotiations in good faith within the next month with WBAI SAG/AFTRA representatives.
Passed without objection.
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MOTION: The LSB requests that at the next meeting of the finance committee that the GM present a statement of cash on hand, the exact amount we owe on that date broken down into categories, and a contingency plan in case we fall short of our goal.
Passed without objection.
RESOLUTIONS FROM NOVEMBER 17, 2011 LSB MEETING
Motion to Limit On-Air Fundraising Drives on WBAI, increasing membership and improving programming
1) The WBAI Local Station Board is very concerned that WBAI management is now planning 120+ days of on-air fundraising for this coming year, to meet the station's budget. We do not believe that this expansion in on-air fundraising days is the direction we want to go in. WBAI management is requested to present a report of concrete plans to reduce on-air fundraising days by at least 40 percent over the next three years, broken down year by year.
2) Additionally, WBAI must maintain a paying membership of around 23,000 to be sustainable, given our existing expenses and NOT including moving expenses or payment of outstanding debts. This means that WBAI needs to expand membership quickly by 35 percent in accordance with the Pacifica Mission. The LSB requests that management include in its report at the next meeting concrete plans for increasing membership to achieve this minimum goal.
3) WBAI's on-air fundraising is based on repetitive recorded half-hour and hour-long pitches for premiums. The LSB is concerned that so much valuable air-time is being spent on pitching premiums, such that the station is in danger of becoming another version of the home shopping network. The WBAI LSB requests that management include in its report at the next meeting a timetable for implementing changes to that way of fundraising, and an articulation of its plans for taking us down a different path.
4) The WBAI LSB also requests of management a report articulating its vision with regard to programming that will lead to increased listenership and make WBAI more relevant politically, culturally, and artistically.
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OCCUPY WALL STREET
MOTION by Alex Steinberg, amended by Ross as follows: The WBAI LSB expresses its solidarity with those demonstrating on behalf of the 99%. And we condemn the actions of NYC mayor Bloomberg and NYPD for their violent eviction of protesters from Liberty Park (Zucotti Park), and for their past and continuing suppression of freedom of assembly and freedom of speech.
The motion as amended passed without objection.
Ad Hoc LSB Radio Committee Motion, 2011
Monthly on-air LSB reports will have LSB staff-members invited to serve as hosts, in alphabetical order. Hosting duties shall not affect a staff-member's eligibility to report, except that one should not serve as host and guest on the same program. In the event that none of the eligible Staff members are available to host, non-LSB Staff, who have been suggested by Committee members as potential back up hosts, will be invited in alphabetical order by the Implementers.
The Radio Committee shall meet before each scheduled broadcast date to plan the program and to designate two or more persons - on a rotating basis - who will be responsible for implementation. If, for whatever reason, the plan cannot be implemented, the committee should be promptly informed and consulted on how to deal with the problem. In the absence of a decision by the committee, the implementers will consult with each other to seek a solution. The implementers' primary responsibility is to act in good faith to fulfill the intent of the plan.
The first report of the year will include presentations of the local board officers and members of the Pacifica National Board. In the remaining months, one hour of each report will feature four LSB members, who have not already appeared, running alphabetically. If anyone is unavailable at the time of his or her alphabetical rotation, the next person can be called, and the first party can participate in the next regular report. LSB members who are active on committees shall report on their committees during their regular time on air.
The time allotted for reports will be two hours, which will include brief updates on the work of the LSB and its committees, the Pacifica network, the PNB, issues of significance, and announcements of board meetings and events. At least half of the allotted time will be devoted to listener calls.
In an effort to provide the greatest outreach to each listener, the committee will explore several formats and scheduling options. The LSB recommends that if its live on-air report is rotated throughout the program schedule, that it be done in such a way that it does not repeatedly affect the same programs.
The Radio Committee shall designate a member to be responsible for coordinating the promotion of the LSB Report through the use of a cart, websites, the LSB hotline, various listserves, and the WBAI newsletter, and a member to coordinate the scheduling of the show with the appropriate WBAI department head and/or the Program Director.
The reconstitution of this ad hoc committee will take place automatically in January of each year. This empowering motion will come before the WBAI Local Station Board for review and possible revision at the LSB meeting held each March.
2) Motion convening a meeting of the WBAI LSB Radio Committee
The WBAI Local Station Board authorizes a volunteer from this board, to convene a meeting of the LSB Radio Committee, an ad hoc committee of the station board.
Passed without objection by WBAI LSB on May 19, 2011
LYNNE STEWART RESOLUTION
WBAI LOCAL STATION BOARD RESOLUTION IN SUPPORT OF POLITICAL PRISONER LYNNE STEWART
Whereas, Lynne Stewart is a duly elected member of the WBAI Local Station Board, and a member of the Pacifica family;
Whereas, Lynne Stewart, a 70-year-old People's Lawyer, continues to strenously deny the charges that have been leveled against her, yet was convicted under the USA Patriot Act of "conspiracy, providing material support to terrorists, defrauding the government and making false statements." Consequently, Lynne Stewart has been disbarred as a lawyer. Her bail was suddenly and unexpectedly revoked in November 2009, and is now imprisoned, in a continuing government attempt to threaten and intimidate lawyers who present strong defense of their clients' rights against spurious "political" charges brought by the U.S. Government;
Whereas, in a dangerous and unprecedented higher-court ruling, Lynne Stewart has been ordered to be resentenced with the possibility of a much harsher sentence then the already outrageous 28 months she is currently serving;
Whereas, it is critical that these attacks be challenged in the media and especially on WBAI, the Pacifica Network, and all Pacifica affiliates;
Whereas, the WBAI Local Station Board recognizes that Lynne Stewart is a political prisoner who spent decades as an attorney defending the rights of the politically persecuted and the disenfranchised, and became a victim of the USA PATRIOT Act and its champion, Attorney General John Ashcroft;
Whereas, at the original Lynne Stewart sentencing Judge John G. Koeltl noted that there was no evidence that her actions caused any harm, and added that during her long career of representing unpopular clients, Lynne Stewart had "performed a public service, not only to her clients, but to the nation"; and
Whereas, her incarceration has deprived the WBAI Local Station Board, WBAI itself, and ultimately the Pacifica Network of valuable contributions she could make to the work of the Board and the well-being of the Station and the Network,
Be it resolved,
- that the WBAI Local Station Board applauds the coverage afforded to this case by many shows on WBAI and strongly recommends and encourages WBAI producers, hosts, and programs in news, culture, music, and PSA announcements to continue the coverage of Lynne Stewart's unjust imprisonment and unprecedented resentencing, now scheduled for July 15, 2010;
- that the WBAI Local Station Board strongly recommends that the Pacifica Foundation and each of its affiliate Stations use air time to draw special attention to Lynne Stewart's unjust imprisonment and resentencing, and the Civil Rights implications of her case;
- that the WBAI Local Station Board recommends and urges the immediate placing of this resolution, along with other support information on Lynne Stewart, on the WBAI website;
- that the WBAI Local Station Board urges WBAI to make available to listeners petitions, announcement of benefits, and letter-writing campaigns in support of Lynne Stewart and in defense of the Bill of Rights and civil liberties; and,
- that the WBAI Local Station Board, through its Chair, send to the Judge a letter in support of Lynne Stewart on behalf of the entire LSB and on LSB letterhead stationery, and include this resolution as part of that letter.
Passed unanimously by the WBAI Local Station Board, May 2010.
Management Search Committee
In the interim, the WBAI LSB empowers the Management Search Committee to continue functioning, with Carolyn Birden as Convenor and Chair, and to:
1) Coordinate with the National Office and local management on wording for announcements and advertising the positions
2) Devise a plan for posting announcements.
3) Secure a mailbox for applicants to send their applications.
4) Begin advertising the available positions according to that plan
5) Take further measures needed to get this underway ASAP.
Passes, 12-7
August 2009
Establishing a GM/PD Search Committee
The WBAI LSB authorizes the creation of a search committee forthe position of General Manager and Program Director of WBAI.
The committee shall consist of a total of 12 members broken downinto the following categories:
3 listener representatives who are LSB members.
3 staff representatives who are LSB members.
3 listener representatives who are not members of the LSB.
3 staff representatives who are not members of the LSB.
There will be 4 separate elections at the next LSB meeting to fill all posts on the committee.
Staff and listener representatives who are not members of the LSB must submit an application either emailed or delivered to the LSB P.O. Box no later than the day before the next LSB meeting on July 8, 2009.
The application form shall consist of the name, contact informationfor the applicant, whether they wish to be a staff or a listener representative,and a brief explanation of why they wish to be on the GM/PD searchcommittee. The applicant may optionally choose to provide other information. A sample application form will be immediately posted on the LSB Public List
Staff and listener representatives who are not members of the LSB shall bechosen by STV ballot from the pool of applications received by the eligible date at the next LSB meeting. Staff and listener representatives who are members of the LSB shall be chosen by STV ballot through the normal process of nominations at themeeting.
The committee is empowered to request applications for the positions of GM andPD, to review the applications, and to report back to the full LSB with theirrecommendations.
Pending the election of the members of the GM/PD search committee members, we authorize the Human Resources Department of Pacifica to immediately begin the process of advertising for the position of General Manager of WBAI and forwarding all applications to the WBAI GM/PD Search Committee.
Passed 12 yes, 6 No
June 25, 2009
Preventing Abuse of the Airwaves
Recent abuses of WBAI's air, including unfounded accusation and personal attacks on members of this Board by some programmers and management, are corrosive to the radio community and put the Foundation at legal risk.
In addition, constant promotion, on the news reports of Wake-Up Call, of a website, which promotes a particular point of view of the political issues of Pacifica, is not only a further abuse of the air, but it is a violation of ethical journalistic practice and endangers the reputation and therefore the ability of WBAI's news department to function.
Further, reiteration of the accusation that the current changes at WBAI constitute a coup or a takeover are unfounded and are deleterious to the station and to our fundraising.
Finally, such use of the airwaves severely endangers a fair elections process.
Although actions by the Acting General Manager have gone a long way to address the misuse of the airwaves, the Board requests that the Acting General Manager take further measures to correct this violation of journalistic practice and the ongoing abuse of the airwaves.
Passes 10-8
Working Group to Plan Town Hall Meeting
To make a working group of 3 members and others who want to help to set up a bylaws mandated Town Hall meeting to take place within 6 weeks to include the topic of WBAI’s future.”
passed without objection
3/26/2009
Program Committee Documents
The reports and analysis submitted by the Programming Committee be entered into the minutes.
passed 11 for, 7 against
3/26/2009
Working Group to Examine Lease
The Finance Committee recommends that the LSB establish a working group to investigate potential changes to the lease and to work with the General Manager to find and review possible new locations/spaces to move to.
passed 9 for, 2 against
3/26/2009
Executive Sessions
The WBAI LSB recommends that the WBAI LSB remind the PNB and its committees, especially its Finance Committee, of the need to observe the Foundation's bylaws with regard to the limited nature of issues to be discussed in executive session.
passed without objection
3/26/2009
CPB Funding
The Finance committee recommends that the LSB urge the PNB to investigate the possibility of the imminent loss of CPB funds to Pacifica due to the loss of the previous majority of people of color on the PNB. And if found to be the case to devise a plan within 30 days to prevent such a loss.
passed 12 for, 1 against
3/26/2009
Recovery Plan
The LSB requests that the GM prepare a realistic recovery plan to bring WBAI to full solvency. The plan should address (but need not be limited to) increasing listenership, programming improvements, staffing, fundraising, and premiums. The LSB requests that an update towards the development of this plan be presented to the Treasurer and the LSB within 3 weeks.”
passed without objection
3/26/2009
LSB Radio Program
Whereas the purpose of the LSB program is to report on the work of the board and on issues of concern for the station, be it resolved that:
Monthly on-air LSB reports will have LSB staff-members invited to serve as hosts, in alphabetical order. Hosting duties shall not affect a staff-member's eligibility to report, except that one should not serve as host and guest on the same program. In the event that none of the eligible Staff members are available to host, non-LSB Staff, who have been suggested by Committee members as potential back up hosts, will be invited in alphabetical order by the Implementers.
The Radio Committee shall meet before each scheduled broadcast date to plan the program and to designate two or more persons - on a rotating basis - who will be responsible for implementation. If, for whatever reason, the plan cannot be implemented, the committee should be promptly informed and consulted on how to deal with the problem. In the absence of a decision by the committee, the implementers will consult with each other to seek a solution. The implementers' primary responsibility is to act in good faith to fulfill the intent of the plan.
The first report of the year will include presentations of the local board officers and members of the Pacifica National Board. In the remaining months, one hour of each report will feature four LSB members, who have not already appeared, running alphabetically. If anyone is unavailable at the time of his or her alphabetical rotation, the next person can be called, and the first party can participate in the next regular report. LSB members who are active on committees shall report on their committees during their regular time on air.
The time allotted for reports will be two hours, which will include brief updates on the work of the LSB and its committees, the Pacifica network, the PNB, issues of significance, and announcements of board meetings and events. At least half of the allotted time will be devoted to listener calls.
In an effort to provide the greatest outreach to each listener, the committee will explore several formats and scheduling options. The LSB recommends that if its live on-air report is rotated throughout the program schedule, that it be done in such a way that it does not repeatedly affect the same programs.
The Radio Committee shall designate a member to be responsible for coordinating the promotion of the LSB Report through the use of a cart, websites, the LSB hotline, various listserves, and the WBAI newsletter, and a member to coordinate the scheduling of the show with the appropriate WBAI department head and/or the Program Director.
The ad hoc Radio Committee is empowered to produce the LSB show till the end of 2009.
Passed Yes: 13 No: 7
1/21/2009
LSB Radio Show Scheduling
Whereas, the WBAI LSB through its Officers has made several requests to the Program Director for a schedule for the broadcast of its monthly WBAI LSB Report, and while a schedule was promised but thus far not provided,
Be it resolved that the WBAI LSB request of the General Manager that he facilitate with the Program Director, or otherwise provide a regular broadcast schedule for the WBAI LSB Report.
Passed
1/21/2009
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Comment:
In 2008, the LSB only had one show, which is a situation that should not be repeated for 2009.
The LSB show is important because it allows listeners and staff to hear what work their elected representatives are doing, to hear what's happening at the station and throughout the network from those representatives, and to discover ways of getting involved with the station to strengthen and protect it.
LSB Meetings Schedule
The LSB shall schedule regular meetings for 7 pm on the second Wednesday of the month, with the exception of February, March, April and May, 2009, as PNB finance committee meetings have been set for those nights. In February, March, April and May 2009, the board will meet on the third Wednesday. If the Board schedules an addition regular meeting in any month, it will be set on the last Thursday of that month.
passed,1/21/2009
Elections of WBAI LSB Officers for 2009
Chair: Mitchel Cohen (13), Vajra Kilgour (8)
Vice-Chair: Andrea Fishman (13), Lawrence Lucas (8)
Secretary: Gail Blasie (15), Mumia Abu-Jamal (4)
Treasurer: R. Paul Martin (12), Karl Marx(3), Assata Shakur (1), Mutulu Shakur (1), Mumia Abu-Jamal (1), Blank (1)
12/10/2008
Forced Resignations of PNB and LSB members
The WBAI Local Station Board strongly opposes a motion proposed by Mike Martin, Chair of the Finance Committee of the Pacifica National Board, that would require that Local Station Board members and PNB Directors who are parties to lawsuits against the network to resign their seats. Going to Court to defend the rights of listeners and staff is a fundamental right under law and cannot be abrogated in this manner, and opens up the network to further lawsuits should such a policy be passed and implemented.
We wish to note that the following members of the WBAI Local Station Board are currently involved in legal action against Pacifica's abuses, and would be required to resign their seats if Michael Martin's motion passes: Mitchel Cohen (wbai chair), Alex Steinberg, James Ross, Sara Flounders, Tibby Brooks.
In addition, we note that many staff members and management personnel -- including National Board Chair and acting Interim Executive Director Sherry Gendelman -- had initiated legal action to defend the rights of listeners and staff.
Mike Martin's proposed motion is ill-conceived and dangerous to the network, and the WBAI-LSB instructs its Directors on the PNB to oppose this motion.
Passes Yes 10 No 2
12/10/2008
Motion to Reclaim Unfulfilled Pledge Funds
1. Because WBAI collects only 68%-78% of its fund-drive pledges, leaving as much as $1.1 to $1.6 million uncollected each year; and
2. Because collecting these unfulfilled pledges would rescue WBAI from bankruptcy, pay off its half-a-million-dollar debt, make it unnecessary to give up half our operating space, or fire nearly one quarter of our paid staff;
THEREFORE the LSB strongly recommends that:
1. DURING THE CURRENT PLEDGE DRIVE: The General Manager of WBAI direct the appropriate staff members to provide photocopies of all cash pledge cards from the current pledge drive to phone volunteers from the LSB or other approved persons. These pledge-card photocopies shall be supplied to phone volunteers on a daily basis, each day of the current pledge drive.
2. Volunteers shall begin calling these cash pledgors from the current drive as soon as possible – ideally the next day after each pledge is made.
3. Pledgors who, when phoned, do not agree to switch from a cash to a credit card pledge shall continue to be called on a repeat basis every 7 days thereafter until their pledges are fulfilled. [See phoning schedule and phone scripts in the file: "Recovery Plan-Part 1, partial-2 cols 9-3-08 draft.pdf"]
3. FOR PREVIOUS PLEDGE DRIVES: The General Manager also (simultaneously with 1, 2 and 3 above), immediately direct the appropriate staff members to provide contact and pledge information for all cash pledgors who have not honored their pledges from prior drives.
4. This information shall include the name, phone number(s), street address, email address, amount pledged, date of pledge, time-slot in which pledge was made, premium (if any) for which pledge was made, and previous pledges and/or premiums (if known). [Alternatively, to eliminate computer work and save staff time, the actual cash pledge cards from prior drives could be provided to the volunteers to work from.]
5. Volunteers shall begin calling these previous-drive pledgors as soon as possible, beginning with the most recent prior drive and proceeding backwards, drive by drive, until the results of making the phone calls no longer justify the effort.
6. Pledgors who, when called, do not agree to switch from a cash to a credit card pledge shall continue to be called on a repeat basis every 7 days thereafter until their pledges are fulfilled. [See phoning schedule and phone scripts in the file: "Recovery Plan-Part 1, partial-2 cols 9-3-08 draft.pdf”
Passes Yes 10 No 4
12/10/2008
Regarding Loan Against KPFK Building
The WBAI LSB instructs its PNB members not to vote for any loan that uses foundation property as collateral unless there is a realistic and responsible repayment plan offered.
Passes, 10 Yes 7 No
12/10/2008
Management Assessment Consultants
The WBAI LSB strongly recommends that its PNB representatives consult meaningfully with WBAI's Paid and Unpaid Staff and Management prior to participating in any vote of the PNB to hire paid Management assessment consultants.
And further, require that any vote on such a contract take place only after it has been vetted for financial soundness by the National Finance Committee and the appropriate reductions are taken against the unit and national budgets.
Passes without objection
12/10/2008
Cost Saving and Reorganization Resolution
The WBAI Local Station Board recommends to the General Manager that, in order to save sizable financial costs in this time of emergency
financial crisis, the position of Program Director be eliminated temporarily for one year, and that the decision be revisited at the end of that year.
Passes, 8 in favor, 7 opposed
10/15/2008 - Executive Session
Compliance with Open Meetings Requirements of Bylaws
The LSB Finance Committee recommends that the LSB adopt the following motion and instruct its representatives on the PNB and National Finance Committee to raise the issue immediately with each body respectively:
The WBAI Local Station Board urgently calls upon the Pacifica National Board and its National Finance Committee to conduct all further discussions about the budgets of the stations and network in public session, with the sole exception of those specific budget line-items that properly fall under the exemptions to the requirement of open meetings in Article 6, Section 7 of the Pacifica bylaws, i.e., individual personnel matters that require confidentiality (such as individuals’ salaries) and matters related to litigation or the need for confidential legal consultation, and commercial transactions such as loans or lines of credit.
Passes without objection
10/15/2008
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For reference:
Article 6, Section 7. OPEN MEETINGS
All meetings of the Board of Directors and its committees shall be open to the Members and to the public, with the exception of those meetings dedicated to or predominantly regarding personnel, proprietary information, litigation and other matters requiring confidential advice of counsel involving commercial or financial information obtained on a privileged or confidential basis, or relating to a purchase of property or the use or engagement of services whenever the premature exposure of said purchase or sale, in the Board's sole opinion may compromise the legitimate business interest of the Foundation. In the event that all or a portion of a meeting is closed, the Board shall indicate in its notice of said meeting that the meeting or a part of it shall be closed. In addition, within a reasonable period after the closed meeting, the Foundation's Secretary shall post on the Foundation's website a general statement of the basis on which all or part of said meeting was closed.
Approval of WBAI Budget
To approve the WBAI FY09 budget, with the following amendments:
1) To add two mail fund drives with $12,000 in expenses and a total of $50,000 in revenue.
2) To add a magazine campaign which will net $41,000.
3) Lower the Net Income from $140,000 to $100,000 with the difference applied to the Salary and Benefits line to reduce the number of Staff cuts.
Amendments passed without objection.Budget as amended passed, 10 in favor, 5 opposedAlex Steinberg and Mitchel Cohen asked to go on record as opposing this budget because it called for firing staff.
9/17/2008
Calling Unfulfilled Pledges
That the LSB members work with General Manager Anthony Riddle and support an initiative to call those who haven’t paid their pledges from the May fund drive and to divide up the names of unfulfilled pledges by October 1.
Passes, 11 in favor, 1 opposed
09/17/2008
Re-Classification and Uniform Policy
To ask the NFC and/or the CFO to re-classify the $160K bequest to WBAI, plus interest, to Major Donor Status and to set uniform policy of the definition of Major Donors, in assessing amounts owed to Central Services.
Passes without objection
9/3/2008
Gain Proper Financial Information from Pacifica
The WBAI Local Station Board supports the WBAI General Manager and Treasurer's endeavors to obtain a proper accounting from the CFO of all fund transfers and "bill backs" from WBAI to the National Office for fiscal year '08 and thru '09, and from previous years as needed.
Passes without objection
9/3/2008
Mending Fences Resolution
The LSB shall elect a 3-person committee (plus the General Manager) to meet with Robert Knight, Gary Null, and the related parties to suggest additional ways to move forward and heal the breach, including the possibility of returning Knight and Null to WBAI's airwaves. (Proposed by Jennifer Jager and Mitchel Cohen; Amendments by Bob Lederer, Seth Goldberg, Andrea Fishman)
Passes 12-6
9/3/2008
On Excused Absences (proposed by Carolyn Birden)
In order to be excused from LSB committee meetings, the individuals seeking excuse must write to the Chair or to the Listserve notifying of their pending absence before the meeting. The LSB and its committees may make exceptions to this rule in emergency situations.
Passes 12-6
9/3/2008
LSB elects new Secretary
Gail Blasie is elected Secretary, 15 - 4 .
9/3/2008
LSB forms a new Management Evaluation Committee
Whereas, the WBAI LSB is charged with certain oversight responsibilities regarding the ongoing review of the performance of management and the preparation of annual written evaluation of the station's General Manager and the Program Director (Bylaws-Article 7, Section 3 C, D and F) and,
Whereas, the current LSB Management Evaluation Committee has not met for at least one year, and
Whereas, the LSB is presently unable to fulfill its responsibilities in this area,
Be it resolved that the LSB takes the emergency step of forming a temporary Management Evaluation Committee with a lifetime of six months, to deal with the LSB’s bylaws-mandated responsibilities regarding the evaluation of management. The committee shall consist of three LSB members and up to four station members not necessarily on the LSB. The first 3 LSB members will be elected immediately and are free to begin work. These three shall solicit applications from other station members, up to four of whom shall be elected in one to two months from now by the LSB.
Approve: 8 Oppose: 5 PASSES
8/13/2008
Motion: Motion to hold the election of LSB members to the Management Evaluation Committee at the next meeting.
Favor: 13 Opposed: None. PASSES
NOTE: At the 10/15/2008 LSB Meeting, Steve Brown, Vajra Kilgour and Kathy Davis were elected to this committee.
Excusing Absences
The LSB continues to excuse the absences of members who have not shown up, some for 3 meetings in a row, and to do so retroactively.
Motion to Excuse Absences Retroactively and for this meeting: Bernardo Palombo, Bob Lederer, Lawrence Lucas, Omowale Clay, Berta Silva, Seth Goldberg
Approve 8; Oppose 5. PASSES
8/13/2008
AFFIRMING THE RIGHTS OF PACIFICA FOUNDATION DIRECTORS
WHEREAS, The California Corporate Code §6334 says "Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director," and
WHEREAS, The Pacifica Foundation Bylaws, in Article 12 Section 3, DIRECTORS: INSPECTION RIGHTS say "Every Director, or his or her designated agent, shall have the absolute right at any reasonable time to inspect and copy all of the Foundation's books, records and documents of every kind and to inspect the physical properties of the Foundation," and
WHEREAS, Article 5 Section D of the Pacifica Foundation Bylaws
makes it clear that the Board of Directors governs the Foundation and that the Directors are required to uphold the Bylaws, as follows:
D. GENERAL POWER AND AUTHORITY Subject to the provisions of the California Nonprofit Public Benefit Corporation law, and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the Members or Delegates of the Foundation, the activities and affairs of the Foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. And
WHEREAS, the Board's specific responsibilities are stated in Article 5 Section E of the same Bylaws, as follows:
E. SPECIFIC POWERS AND DUTIES Without prejudice to the general power of the Board set forth above in Section 1D of this Article of these Bylaws, and subject to any limitations set forth in these Bylaws, the ongoing duties and powers of the Board shall include, but not be limited to:
(1)Ensuring and facilitating fulfillment of the purposes of the Foundation as set forth in the Articles of Incorporation;
(2)Ensuring compliance with applicable state and federal laws;
(3)Ensuring the financial health of the Foundation by adopting and monitoring an annual budget and overseeing an independent annual audit of the Foundation's books and accounts;
(4)Ensuring regular communication with the Members;
(5)Appointing, supervising and discharging the Foundation's Executive Director, Chief Financial Officer and all Foundation officers, prescribing powers and duties for them as are consistent with the law and these Bylaws, and setting salaries and wages;
(6)Overseeing the conduct, management and control of the Foundation's affairs and activities, including the monitoring of the activities and actions of its radio stations and national staff consistent with applicable law and regulations, the Articles of Incorporation and these Bylaws;
(7)Meeting at such regular times and places as required by these Bylaws and meeting at such other times as may be necessary in order to carry out the duties of the Board;
(8)Registering their addresses, telephone numbers, facsimile telephone numbers and email addresses with the Foundation's Secretary. Notices of meetings mailed, transmitted by telecopier or facsimile, or emailed to them at such addresses shall be deemed valid notices thereof. and
WHEREAS, California case law supports a broad application of §6334 in §1602, as follows:
The directors of a corporation owe a fiduciary duty to the corporation and its shareholders. (Hartman v. Hollingsworth (1967) 255 Cal.App.2d 579, 581-582 [63 Cal.Rptr. 563].) Section 1602 represents a legislative judgment that directors are better able to discharge those duties if they have free access to information concerning the corporation. Thus, California has a public policy favoring broad inspection rights for the directors. … We may not ignore that declaration of public policy. Havlicek v. Coast-to-Coast Analytical Services, Inc. 39 Cal.App.4th 1844, *1852 (Cal.App.2.Dist.,1995) and WHEREAS, there is ample precedent and case law supporting the absolute rights of directors too lengthy to include here but available on request from attorneys, official sites, and the makers of this motion, and
WHEREAS, on February 14, 2008 an inspection of records at the radio station WBAI, approved by the Interim General Manager and properly conducted, was interfered with by the Interim General Manager at the order of the Foundation Counsel,
BE IT RESOLVED
That the Local Station Board of WBAI deplores the interference on February 14, 2008 and thereafter by other directors, the interim General Manager, and the Foundation Counsel Dan Siegel with Pacifica Directors' inspections and inspection rights at WBAI and indeed at any other location of Foundation records or business, and reaffirms the absolute rights of Foundation Directors to exercise their fiduciary responsibility by inspecting station and foundation records and equipment per California Corporate Code §6334.
6/26/2008
EMERGENCY PROGRAMMING COMMITTEE
Whereas, the WBAI LSB is charged with certain oversight responsibilities regarding station policies and procedures for making programming decisions (Bylaws - Article 7, Section 3,G), and
Whereas, the current LSB Programming Committee has not met for at least one year, and
Whereas, the LSB is presently unable to fulfill its responsibilities in this area,
THEREFORE, BE IT RESOLVED
That the LSB takes the emergency step of forming a temporary Programming Committee, with a lifetime of six months, to deal with the LSB's bylaws-mandated responsibilities regarding programming procedures.
This committee shall consist of three LSB members and four station members not on the LSB. The LSB members will be elected at the next LSB meeting, and are free to begin work. These three shall solicit applications from non-LSB members, who shall be elected in one to two months from now by the LSB.
At the end of six months, the LSB shall review this arrangement.
Note: At the 8/13/2008 meeting, the LSB elected Jennifer Jager, Lisa Davis, and Alex Steinberg to this committee.
6/26/2008
WBAI LSB SUPPORTS EFFORTS OF ANTHONY RIDDLE & R. PAUL MARTIN
The WBAI Local Station Board supports the WBAI General Manager and Treasurer's endeavors to obtain a proper accounting from the CFO of all fund transfers and "bill backs" from WBAI to the National Office for fiscal year '08 and thru '09.
6/26/2008
BANNED
The LSB, meeting in Executive Session on July 23, 2008, banned Gary from Staten Island from LSB meetings for 3 months, and will notify the building manager wherever we meet to that effect.
7/23/2008
RESPECT VENEZUELA'S SOVEREIGNTY
We, the Local Station Board of WBAI radio (99.5 FM), deplore the on-going efforts of the U.S. government to destabilize the elected government of Venezuela and propose certain ways to increase the visibility of this issue in the listening area.
WHEREAS, in April, 2002, there was an attempted coup d’etat against Venezuela's President, Hugo Chavez, which was turned back by the Venezuelan people.
WHEREAS, since then opposition forces, influenced by U.S. government funds, forced a Recall Referendum in August, 2004, which was defeated by a large “NO” vote of over 58%.
WHEREAS, President Chavez was re-elected in Dec. of 2006 by more than 60% of the vote.
WHEREAS, the Bolivarian Circle of NY – many of whom are listeners and members of WBAI -- was in Venezuela to observe and report back on the democratic nature of the elections.
WHEREAS, the U.S. government's position has nevertheless maintained that Chavez is some kind of a dictator;
WHEREAS, U.S. media echo that drumbeat, rarely saying anything positive about the social revolution going on in Venezuela.
WHEREAS, WBAI should continue to be that rare exception in the media that seeks the truth, and speaks truth to power.
WHEREAS, the U.S. military has again, recently, violated Venezuelan air space, as reported on Democracy Now!, in a nationally syndicated program broadcast over WBAI radio. (Democracy Now! originated at WBAI in the 1990s.)
WHEREAS, recently, the sovereignty of Ecuador was violated by the Colombian Air Force aided by U.S. military advisors.
WHEREAS, the Colombian and U.S. governments have claimed that the Chavez administration in Venezuela aided and abetted the FARC.
WHEREAS, such claims have been soundly denied by Chavez.
WHEREAS, the U.S. government has used this as an excuse to increase covert funding for armed mercenaries who have been training in Colombia to attack Venezuela, in an attempted coup against Venezuela’s elected government.
THEREFORE, Be it Resolved,
1) that the WBAI Local Station Board opposes this misuse of U.S. funds, and suggests WBAI’s news department to further investigate these reports; and,
2) that we also encourage WBAI members to write to, phone, and urge the NYC metropolitan area’s Congressional delegation to join us in our opposition to the U.S. government’s repeated attempts to overthrow president Hugo Chavez, and to conduct public hearings into these pressing matters; and,
3) that we encourage WBAI to air voices opposing the U.S. government's hostile actions towards Venezuela, and contribute to increasing the visibility of this issue in the New York area.
June 26, 2008
EXPAND WBAI NEWS DEPARTMENT
The News Department provides some of the most important and most listened to programming on WBAI. The local news consistently reaches out to communities under served by both corporate and public media. This cornerstone of WBAI programming has for too long been severely understaffed and under budgeted. The WBAI LSB therefore recommends and requests management to formulate a plan, in conjunction with the News Director, to provide adequate funding for the possible increase of staff within the context of looming cuts, in order to improve the quality of, and to expand local news programming. This plan would consider utilizing stringers and other resources that the News Director and Management determine are necessary to implement these goals.
INCLUSION OF MEMBERS ON OFFICIAL LSB LISTSERVE
The Local Station Board will use WBAI-LSB-PUBLIC(at)yahoogroups.com as its official listserve. Listener and Staff members of WBAI may join this listserve, but only LSB delegates will be allowed to post there.
Some work in preparation for Local Station Board meetings will be conducted there (such as perfection of minutes and other motions), although no motions placed on it shall be considered introduced, formally, until they are presented to a meeting of the Local Station Board.
We will maintain the previous LSB listserve and its files for archival purposes, and for sharing of confidential information amongst the LSB. All current members of the Local Station Board will be added to both listserves.
Note from Mitchel: We introduced this motion to improve transparency and to get work done without taking up inordinate amounts of time at meetings. This listserve is open to the public to join. To join the listserve that enables you to read the messages posted there by members of the LSB, please send a blank message to WBAI-LSB-PUBLIC-subscribe(at)yahoogroups.com
STRATEGIC FINANCIAL PLAN
The LSB hereby establishes an ad-hoc Committee to address the PNB mandate that we come up with a "strategic plan" for off-air fundraising.