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Directors and Officers not present: Sarv Randawa, Joe Montes and Dan Coughlin, E.D.

-Discussion about lack of meeting notice and applicability of Article VI, Section 4 of the Bylaws.
As no one formally objects upon commencement of meeting, meeting proceeded and a revised agenda was adopted with timelines.

Proposed agenda:
Dave Adelson moved that timelines be determined for the three agenda items as follows:
1) Executive search committee report (1 hr)
2) Coordinating committee report (45 minutes)
3) Governing committee report (45 minutes)

No Objections.

Motion passes

Executive Search Committee

Mark Roberts Chair of the Executive search committee.

Members of this committee are:

Mike Martin
Fadi Saba
Mark Roberts
Bob Lederer
Maria Armoudian

Non-voting members
Lonnie Hicks
Dan Coughlin
Duane Bradley
Ron Pinchback

Moved by Mark Roberts:
1) We recommended to the PNB that the current committee composition be as is, except that an additional non-voting, non-management member be added from the National Office or Archives.

Amendment by Dave Adelson that no candidate shall serve on this committee.
Seconded.
No objection
Approved.

Amendment proposed by Bob Lederer to add at the end, that:
Each LSB elect a voting representative to be a part of this committee at their next committee meeting and women are strongly encouraged.

Dave Adelson Moves to table Bob’s amendments, until the next meeting of the PNB.

No Objection
Motion to table passes.

Wendy amends that whereas the National office is already represented well in this committee, that the rep comes from the Archives.

Seconded: LaVarn

Amendment fails.

Vote on the main motion
No objection

Motion passes as follows:

That the Executive Search Committee add a non-voting, non-board, non-management member to the committee and that this new member not be a candidate for the position.

2) Moved to present a list of candidates for interim ED to the full board by May 9th, said process to include posting internally as well as externally, including, but not limited to, nonprofit job search web sites, broadcast job search websites, and executive search sites.

Dave Adelson amends, seconded by Fadi Saba, that 1) Any candidate recommended by any voting member of the ED Search committee shall be submitted to the PNB for consideration. 2) No individual member of the committee can recommend more than 1 person.

Wendy S. moved to divide the motion
Maria A. seconds
Wendy’s Amendment to divide passes without objection.

Mark R moves, seconded by Mike M, to reconsider so that they may vote on the second part first and then the first.

Passes with no objection.

Part 2) Vote--

Amendment passes.

Part1)
No objections, amendment passes.

Main Motion, without objection, passes as follows:

Interim ED candidates resumes to be submitted by May 9th, and that this search is to be conducted online, in the newspapers and through services. No individual member of the committee can recommend more than 1 person. Any candidate recommended by any voting member of the ED Search committee shall be submitted to the full PNB for consideration.

3) The ESC moved to present a document approved by the ESC to the PNB for approval and immediate dissemination. The document has been sent by Mike Martin to the PNB.

Dave moved, seconded by Ray, to separate the iED and ED language and table the ED post language.

Amendment vote:

Amendment- fails

Main motion:
No objection
Motion passes.

4) The ESC recommends to the PNB that the ESC research and recommend candidates for iED hire by 5/9, and that the PNB grant the ESC a budget of up to $5,000 for the iED search.

Vote:

Motion passes

5) The PNB has agreed to hire a search a firm, and the executive search committee would like authorization to research recommendations to the PNB of firms to hire for the ED position.

Vote on the Main Motion

Motion passes

Coordinating Committee Report

Given by Vice-Chair Julie Chavez-Rodriguez

After full discussion of Director inspection Rights and the letter of opinion of Attorney Mark Alcorn, as well as the matter of the proposed confidentiality agreement.

Motion was made by Steve, seconded by Maria,

Motion: That the board directs management to grant access to the directors (Patty Heffley and LaVarn Williams) making available the information that they have requested.

Fadi calls the question.
No objection to end debate

Vote on the motion:

Motion passes

Mark moves to call the order of the day, until 5/9/05 at the next PNB conference call.

No objections
Adjourned at 11:20 PM EST

Respectively Submitted by _____________________________________ , Secretary of the PNB