PACIFICA FOUNDATION BYLAWS - 1955
Pacifica began operation of its first and flagship station,
KPFA in Berkeley, Calif., on April 15, 1949. These are early
bylaws of the nonprofit organization.
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Article I
Identity
Section 1. The name of this corporation shall be PACIFICA
FOUNDATION.
Section 2. The principal place of business of this corporation
shall be located in the County of Alameda, State of California.
Article II
Membership
Section 1. There shall be one class of membership in this
corporation: Executive Membership.
Section 2. EXECUTIVE MEMBERSHIPS
(a) Any person who displays either of the following qualifications
is eligible for Executive Membership in this corporation:
i. Continuous active participation in the Foundation or in
any one or more of its activities;
ii. Keen interest over a substantial period of time in the
purposes and activities of the Foundation and an ability to
aid in its development.
(b) Nominations for Executive Membership may be made in writing
by any Executive Member, addressed to the Nominating Committee
hereinafter referred to. The Nominating Committee shall investigate
the proposed member and submit a written report concerning
the qualifications and capabilities of the nominee, including
in said report its recommendation as to the admittance of
said nominee as an Executive Member of this society, and mailing
said report to the Executive Membership with notice of the
next subsequent Membership meeting. Upon the approval of such
nominations by two-thirds vote of any Executive Membership
meeting duly called and held, provided that all voting shall
be by secret ballot and the right of mail ballot hereinafter
described shall apply and that a period of three weeks after
the presentation of the nomination shall be permitted for
the counting of mail ballots if the count of such ballots
is necessary to a decision, and provided further that the
right of waiver of notice of meeting hereinafter described
shall not apply, the said nominee shall become an Executive
Member of this society.
(c) Terms of Executive Members shall be for three years.
New members shall take office immediately upon election for
a term which ends at the annual meeting three years next beyond
the regular meeting nearest the date of election. However,
at the regular meeting next after the adoption of this by-law,
the membership shall be divided by let into three groups.
The first group shall serve for one year, the second group
for two years, and the third group for three years. Executive
Members shall be eligible for re-election.
Section 3. GENERAL PROVISIONS CONCERNING MEMBERSHIPS
(a) Any member may terminate his membership in this society
by written resignation filed with the Secretary of the Foundation.
(b)The regular procedure for dismissal of Executive Members
of this corporation shall be as follows. The membership of
any Executive Member who fails to attend three successive
meetings, duly noticed, shall be automatically terminated,
unless in one or more of the said meetings his absence was
excused by majority vote of the members present. The Executive
Members of this society shall have the right, at all times,
to dismiss any Executive Member of this Foundation by a two-thirds
vote of an Executive Membership meeting, provided that the
said meeting shall be a Special Meeting called for the purpose
of considering a motion for dismissal, and provided further
that said Member shall have the opportunity to appear in his
own defense at such meeting prior to the taking of said vote,
and provided further that the right of mail ballot hereinafter
described shall not apply, and provided further that notice
of the motion for dismissal has been included in the formal
notice of the time and place of said meeting of the Executive
Members. Action for dismissal shall require a Special Meeting.
Right of waiver of notice as hereinafter provided shall not
apply for a meeting called to consider the dismissal of an
Executive Member.
(c) No membership in this society is transferable by assignment,
inheritance, or by execution, bankruptcy, or other process
of law.
(d) Membership in this society shall cease and terminate
upon the death of the member, or upon his withdrawal or dismissal
as in these By-laws provided, and upon the termination of
such membership, neither the heirs or personal representatives
of the deceased member, nor the withdrawing or dismissed member,
shall have any claim whatsoever upon any of the property or
assets of the corporation, or any claim or right whatsoever
against the said society arising out of said membership. No
Executive Member shall, either while a member or upon the
termination of his membership, for any reason whatsoever,
be entitled to the return of any moneys theretofore paid or
advanced by him to this corporation as a contribution to any
of its funds.
(e) The number of Executive Members shall be governed wholly
by the will of the Executive Membership. It shall be the policy
of the corporation to have employees represented in the Executive
Membership at all times.
The Executive Membership shall elect such employee or employees
in order to carry out this policy. However, of the total number
of Executive Members at any time, no more than one-third shall
be employees of or contractors with Pacifica Foundation in
any one or more of its activities or in any corporation in
which Pacifica Foundation owns more than 10% of the outstanding
common stock. The following definitions shall prevail for
the purposes of these by-laws:
i. Employee shall be defined as a person who receives a regular
periodic salary, wage or stipend from the employers specified
above.
ii. Contractor shall be defined as a. person who for a monetary
consideration is performing personal services for the Foundation
in any of its activities under a written agreement which extends
for a period of one year or more.
(f) No fee or other financial obligation shall be attached
to admission to
membership in this corporation.
Article III
Membership Control
Section 1. The ultimate control of this corporation shall
be vested in the Executive Members, who shall exercise such
control in regular and special Executive Membership meetings.
Section 2. Regular meetings of the Executive Membership shall
be held semi annually in the months of April and October,
at a time and place to be designated by the said Executive
Membership or by the Committee of Directors, and the Executive
Membership meeting held in the month of October of each year
shall be designated the annual meeting.
Section 3. Special meetings of the Executive Membership may
be called at any time by resolution of the Committee of Directors,
or by a call of the chairman or ten percent of the Executive
Members of the society.
Section 4. Written notice of every regular and special meeting
of the Executive Membership, stating the time and place of
said meeting, and in the case of special meetings, the objects
thereof, shall be mailed or delivered to each Executive Member
at least two weeks in advance of said meeting, unless a special
waiver of such notice, in writing, is on file with the Secretary.
Section 5. Each Executive Member shall, have one and only
one vote and may not be represented by proxy, except, however,
that at any meeting of the Executive Members the written vote
of an absent Executive Member signed by him shall be received
and counted, providing that he shall have been previously
notified, in writing, of the exact motion, resolution or nomination
upon which such vote is to be taken and a copy of the motion,
resolution or nomination shall have been forwarded with, and
shall have been attached by him to the written vote.
Section 6. A quorum at any meeting of the Executive Membership
shall consist of a majority of the total number of Executive
Members of this Foundation.
Section 7. Robert's Rules of Order (Revised) shall govern
the conduct of all meetings of the Executive Membership of
this corporation.
Article IV
Committee of Directors
Section 1. Except as hereinafter provided, the powers of
this corporation shall be exercised, its property controlled,
and its affairs conducted by a Committee of Directors which
shall consist of eleven Executive Members of this corporation.
No more than two employees of or contractors with Pacifica
Foundation, in addition to the President, shall serve on the
Committee of Directors. In case the Chairman of Pacifica Foundation
is an employee of KPFA, the station manager shall attend meetings
of the Committee of Directors without vote.
Section 2. Directors shall be elected by the Executive Members
at the annual meeting of the Executive Membership, for a term
of two years, providing, however, that at the first annual
meeting of the Executive Membership following adoption of
this By-law, three directors shall be elected for a one-year
term, and four directors shall be elected for the two-year
term.
Section 3. The term of office of a Director shall begin immediately
upon his election and continue until his successor is elected
and qualified, subject, however, to the requirement for regular
attendance on regular meetings of the Committee of Directors,
as hereinafter provided.
Section 4. Meetings of the Committee of Directors shall be
held not less frequently than once each month, at such times
and places as it may from time to time determine. Special
meetings may be called by the Chairman, or any three of the
Directors, and may be held at any time without notice by the
unanimous consent of the Directors.
Section 5. Notices of both regular and special meetings,
save when held by unanimous consent or participation, shall
be mailed or delivered to each member of the Committee of
Directors not less than seven days before any such meeting,
and notices at special meetings shall state the purpose thereof.
Section 6. A quorum of the Committee Directors shall be any
five Directors, end every decision of a majority of the Directors
present and voting at any meeting of said Committee, duly
called and held, a quorum being present, shall be valid as
a corporate act, except where otherwise provided in these
By-laws.
Section 7. Any Director who shall have been absent from three
consecutive meeting. of the Committee, of Directors, shall
be automatically dropped from the Committee unless excused
by a vote of the Committee of Directors, or reinstated by
a vote of the Executive Membership.
Section 8. A vacancy or vacancies in the Committee of Directors,
except when a Director is removed for cause by the Executive
Membership, may be filled by a majority of the remaining directors,
though less than a quorum, and each director so elected shall
hold office until his successor is elected at a regular or
special meeting of the Executive Membership.
Section 9. Two-thirds of the Executive Members present or
represented by ballot at any regular or special meeting of
the Executive Membership duly called and held, may remove
any director for cause and fill the vacancy, providing, however,
that the proposed resolution for the removal of such Director,
stating the grounds of such removal, shall have been submitted
to each Executive Member as a part of the written notice of
such Executive Membership meeting.
Section 10. No compensation shall attach to any directorship,
as such.
Section 11. Directors shall be chosen by the Executive Members
from their own membership, on the basis of interest, activity,
and ability to conduct the affairs of the Foundation.
Section 12. It shall be the duty and responsibility of the
Committee of Directors to make all immediate decisions regarding
the business and activities of the Foundation, to call such
special meetings of the Executive Members as may be necessary,
and to see that annual financial statements and summary reports
are prepared and distributed to the members of this corporation.
Section 13. All actions of the Committee of Directors shall
be reported to the next regular meeting of the Executive Membership
and the minutes of all the meetings held by the Committee
of Directors shall at all tines be open for inspection by
any of the members of this corporation. The report of the
chairman to the meetings of the Executive Membership shall
include a summary of the minutes of the preceding meetings
of the Committee of Directors.
Section 14. The Committee of Directors shall elect from its
members a Chairman of Pacifica Foundation, who shall preside
at the meetings of the Committee and at the regular and special
meetings of the Executive Membership of the corporation. In
the absence of the Chairman, the President of Pacifica Foundation
shall preside, and in the absence of the President, the first
Vice-President.
Article V
Officers
Section 1. The officers of this corporation, in addition
to the Chairman above-mentioned, shall be a President, a First
Vice-President and such other Vice-Presidents as may be designated
by the Committee of Directors, a Secretary, and a Treasurer.
The President, First Vice-President, Secretary and Treasurer
must be Executive Members of this corporation. The President
must be a duly elected Director. It is the policy of this
corporation that the Chairman shall not be an employee of
KPFA.
Section 2. All such officers shall be elected by the Committee
of Directors at a regular or special meeting of the Committee
immediately following the annual meeting of the Executive
Membership each year, and, with the exception of the President,
shall serve for a term of one year and until the election
and acceptance of their duly qualified successors. The President
shall serve for a term of two years and until the election
and acceptance of his duly qualified successor.
Section 3. Any officer may be removed by a two-thirds vote
of the Committee of Directors at any regular or special meeting
called for that purpose. The Vote of the officer whose removal
is being considered shall not be counted in the determination
of the two-thirds vote.
Section 4. The President of Pacifica Foundation shall be
responsible for administering the affairs of the corporation,
interpreting and applying the policies of the Committee of
Directors, controlling the operations of the corporation and
its branches and conducting public relations. He shall be
accountable to the Committee of Directors for the fulfillment
of his functions, responsibilities and authority, and his
actions or decisions may be overruled by the Committee of
Directors.
Section 5. Each of the officers shall assume the responsibilities
and perform the duties usually assigned to his office, and
such other duties as may, from time to time, be prescribed
by the Committee of Directors.
Article VI
General Provisions
Section 1. The fiscal period of this corporation shall begin
on the first day of January and end on the last day of December
of each year.
Section 2. All money collected by this Foundation from donations
or any activity of said society, shall be deposited forthwith
in a bank approved by the Committee of Directors, in the name
of this corporation, and shall be withdrawable only upon the
check of this corporation signed by such persons as may from
time to time be designated by the Committee of Directors.
Section 3. The books and financial records of this society
shall be audited at the close of each fiscal year, or more
frequently if ordered by the Executive Membership, and the
report of such audit shall be submitted to the members of
this society at the annual meeting of the Executive Membership.
Section 4. The annual Executive Membership meeting shall
appoint a Nominating Committee not to exceed five in number
for the purpose of investigating all nominees for Executive
Membership in this society and shall likewise appoint any
other standing committees reasonably required for the effective
conduct of the work of the Foundation. All such committees
shall serve at the will of the Executive Membership expressed
in its Executive Membership meetings.
Section 5. No officer, employee or contractor of Pacifica
Foundation or any of its branches or activities shall receive
salary, bonuses or other compensation or emoluments from the
Foundation exceeding in the aggregate $10,000 per annum.
Article VII
Amendments
These By-laws may be amended, altered or repealed in whole
or in part, by a two-thirds vote of the Executive Members
present and voting, or voting by the mail ballot hereinbefore
provided for, at any meeting of the Executive Membership of
this society, providing that the subject matter of the proposed
amendment or resolution shall have been submitted to each
Executive Member of this corporation as part of the written
notice of such Executive Membership meeting at least two weeks
before the date set therefor, and providing further that the
right of waiver of notice of meeting shall not apply.
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