Below the second lawyer's draft (Feb. 11, 2003), as well
as some areas that our lawyers have called
attention to for special review.
FIRST AMENDED AND RESTATED BYLAWS
OF
PACIFICA FOUNDATION
A California Non-Profit Public Benefit Corporation
ARTICLE ONE
IDENTITY AND PURPOSE
SECTION 1. NAME
The name of this corporation is the PACIFICA FOUNDATION, and
it shall be referred to in these Bylaws as the “Foundation".
SECTION 2. PURPOSES
The purposes of the Foundation, as stated in Article II of
the Articles of Incorporation, are as follows:
(a) To establish a Foundation organized and operated exclusively
for educational purposes no part of the net earnings of
which inures to the benefit of any member of the Foundation.
(b) To establish and operate for educational purposes,
in such manner that the facilities involved shall be as
nearly self-sustaining as possible, one or more radio broadcasting
stations licensed by the Federal Communications Commission
(“Commission”) and subject in their operation
to the regulatory actions of the Commission under the Federal
Communications Act of 1934, as amended.
(c) In radio broadcasting operations to encourage and
provide outlets for the creative skills and energies of
the community; to conduct classes and workshops in the writing
and producing of drama; to establish awards and scholarships
for creative writing; to offer performance facilities to
amateur instrumentalists, choral groups, orchestral groups
and music students; and to promote and aid other creative
activities which will serve the cultural welfare of the
community.
(d) In radio broadcasting operations to engage in any
activity that shall contribute to a lasting understanding
between nations and between the individuals of all nations,
races, creeds and colors; to gather and disseminate information
on the causes of conflict between any and all of such groups;
and through any and all means compatible with the purposes
of this Foundation to promote the study of political and
economic problems and of the causes of religious, philosophical
and racial antagonisms.
(e) In radio broadcasting operations to promote the full
distribution of public information; to obtain access to
sources of news not commonly brought together in the same
medium; and to employ such varied sources in the public
presentation of accurate, objective, comprehensive news
on all matters vitally affecting the community.
SECTION 3. PRINCIPLES
The Foundation is committed to peace and social justice, and
seeks to involve in its governance and operations individuals
committed to these principles.
SECTION 4. EQUAL OPPORTUNITY REPRESENTATION.
STATEMENT TO BE PROVIDED BY THE BOARD.
ARTICLE TWO
OFFICES OF THE FOUNDATION
SECTION 1. PRINCIPAL OFFICE
The principal office and place of business of the Foundation
shall be located in the County of Alameda, State of California,
or at such other places as the Board of Directors may designate.
SECTION 2. OTHER OFFICES
The Foundation shall also have other offices at other places
within or without the State of California as the Board of
Directors may from time to time designate.
ARTICLE THREE
MEMBERS OF THE FOUNDATION
SECTION 1. MEMBERS DEFINED
There shall be two classes of members: (A) "Listener-Sponsor
Members" and (B) "Staff Members", who shall
collectively be referred to as “Members.”
A. LISTENER-SPONSOR MEMBERS
"Listener-Sponsor Members" shall be any natural
persons who within the preceding 12-month period:
(1) have contributed a minimum of $25 to any Foundation
radio station, or such minimum amount as the Board of
Directors may from time to time decide; or
(2) have volunteered a minimum of three (3) hours of
service to any Foundation radio station. Said contribution
shall be considered non-refundable. Said volunteer work
shall be performed under the supervision of the Foundation
radio station management and shall not include volunteer
work on committees of a Local Station Board.
B. STAFF MEMBERS
"Staff Members" shall be:
(1) any non-management full-time or part-time paid employee
of a Foundation radio station; or
(2) any volunteer or non-paid staff member of a Foundation
radio station who has worked for said radio station at
least 30 hours in the preceding 3 months. Said volunteer
work shall be performed under the supervision of the Foundation
radio station management and shall not include volunteer
work on committees of a Local Station Board. Radio station
management employees and Foundation staff employees who
are not employed at a Foundation radio station shall not
qualify as Staff Members, however, such employees may
qualify as Listener-Sponsor Members by contributing the
requisite minimum dollar amount as set forth in Section
1(A) of this Article of these Bylaws.
SECTION 2. TERM.
A Listener-Sponsor membership term shall expire twelve (12)
months from that date on which said Member: (A) contributed
a minimum of $25 to any Foundation radio station, or such
minimum amount as the Board of Directors may from time to
time decide; or (B) volunteered a minimum of 3 hours of service
to any Foundation radio station. A Staff membership term shall
expire: (C) on that date on which s/he failed to volunteer
a minimum of 30 hours in the preceding 3-month period; or
(D) upon termination of employment as a non-management employee
of a Foundation radio station, as applicable.
Membership terms shall be considered “rolling,”
and calculated forward from the last date of a Member’s
qualifying act. For example, if a Listener-Sponsor Member
makes a $25 contribution on January 1, 2003 and does not make
any additional contribution nor volunteer at least 3 hours
within the following 12-month period, said Member’s
membership would expire on December 31, 2003. If, however,
in the same example, said Member contributes at least $25
on August 1, 2003, or volunteers for at least 3 hours, then
his/her membership will not expire until July 31, 2004, provided
no additional contribution or volunteer time is made after
the August 1, 2003 contribution.
SECTION 3. MEMBERSHIP AFFILIATION
All Members shall be considered members of the Foundation.
For purposes of voting and exercising their rights hereunder,
Members shall be considered affiliated with one of the Foundation’s
radio stations. Members shall be considered affiliated with
that Foundation radio station: (A) in the case of a Listener-Sponsor
Member, to which said member made a contribution or volunteered
time in the preceding 12 months; or (B) in the case of a Staff
Member, by which said member is employed or for which said
member has volunteered. Each Foundation radio station shall
maintain a register of its Listener-Sponsor Members and Staff
Members. In the event that a person qualifies for membership
with more than one Foundation radio station, s/he shall be
entitled to only one membership and shall notify the Foundation
and each applicable Foundation radio station of which radio
station s/he wishes to be affiliated as a Member. In the event
that a Member does not notify the Foundation of which radio
station s/he wishes to be affiliated, s/he shall be deemed
to be affiliated with that radio station to which said Member
last contributed or volunteered. In the event that a person
qualifies as both a Listener-Sponsor Member and as a Staff
Member, such person shall be deemed to be a Staff Member.
SECTION 4. WAIVER OF REQUIREMENTS
The Board of Delegates of each Foundation radio station (also
referred to herein as “Local Station Board of Delegates,”
“Local Station Board” and/or “LSB”)
may adjust or waive the contribution requirement for Listener-Sponsor
Membership set forth in Section 1(A) of this Article of these
Bylaws on a case by case basis for reasons of financial hardship,
where said LSB, in its discretion, determines that the proposed
member has demonstrated a sincere interest in becoming a Member
of the Foundation and is also genuinely unable to afford the
contribution amount or to volunteer the minimum 3 hours of
service.
SECTION 5. RIGHTS
All Members shall have the right to vote, on the terms and
in the manner set forth in these Bylaws, on the election and
removal of Delegates; on the sale, exchange, transfer or disposition
of all or substantially all of the Foundation’s assets,
including, but not limited to, any of its broadcast licenses;
on any merger, its principal terms and any amendment of its
principal terms; on any election to dissolve the Foundation;
on any amendment to these Bylaws for which Member approval
is required as set forth in Section 1(B) of Article 15 of
these Bylaws; and on any amendment to the Articles.
SECTION 6. MEETINGS OF THE MEMBERS.
A. ANNUAL MEETING
No annual meeting of the Members shall be required.
B. SPECIAL MEETING
The Board of the Directors, a Local Station Board, the Foundation’s
Executive Director, the Chairperson of the Board, or one
percent (1%) or more of the Members may call a special meeting
of the Members for any lawful purpose at any time. Said
request for a special meeting shall be made in writing and
shall specify the general nature of the business proposed
to be transacted at said meeting. Said written request must
be submitted to the Chairperson of the Board, the Executive
Director or the Secretary. The officer receiving the request
must promptly give notice to all Members of record entitled
to vote. Said notice must state the location, date and time
of the meeting, specify the general nature of the business
to be transacted and provide that no other business than
that set forth in said notice shall be transacted at said
meeting. The meeting date must be at least 35 days, but
no more than 90 days after receipt of the written request
for the special meeting. If notice of the special meeting
is not provided to the Members within 20 days after the
written request is received, the person(s) requesting the
meeting may give notice to the Members. Voting on any matter
discussed at a special meeting shall be by written mail
ballot consistent with the provisions of Section 8 of this
Article of the Bylaws.
C. ACTION IN LIEU OF A MEETING
Any action that may be taken at any special meeting of Members
may be taken without a meeting if the Foundation distributes,
or otherwise makes available, a written ballot to every
Member entitled to vote on the matter. Such written ballot
shall set forth the proposed action, provide an opportunity
to specify approval or disapproval of any proposal, provide
a reasonable time within which to return the written ballot
to the Foundation and otherwise conform to the requirements
of Section 8 of this Article of the Bylaws. Said ballots
shall also be accompanied by brief written arguments in
favor of and against the proposed action, which arguments
may be prepared and submitted by the Board of Directors,
any LSB or by 10 or more Members, if provided no later than
thirty (30) days prior to the date of mailing of said ballot.
SECTION 7. QUORUM
For purposes of any election or written ballot, a quorum of
the Listener-Sponsor Members shall be ten percent (10%) of
those Listener-Sponsor Members entitled to vote, and a quorum
of the Staff Members shall be one-third (1/3) of those Staff
Members entitled to vote, as of the applicable record date.
A quorum for any action requiring the approval or disapproval
of the “Members”, as opposed to a separate vote
of each class of Members, shall be 10% of all Members entitled
to vote.
SECTION 8. VOTING: VOTING BY WRITTEN BALLOT
To ensure the opportunity for all Members to participate in
the voting process, all voting shall be by written ballot
distributed by the Foundation, or the Local Station Board
with which the Members are affiliated, as appropriate, to
each of the Members entitled to vote.
A. ELIGIBILITY TO VOTE
All Members in good-standing on the record date as determined
under Section 9 of this Article of these Bylaws shall be
entitled to vote by written ballot as to any matter that
properly comes before the Members for a vote.
B. DISTRIBUTION OF BALLOTS
The Foundation shall make reasonable efforts to distribute,
or otherwise make available, one written ballot to each
Member entitled to vote on the matter. There shall be a
set of ballots for Listener-Sponsor Members and a separate
ballot for Staff Members. In the case of election of Delegates,
there shall also be separate sets of ballots for the Members
affiliated with each Foundation radio station. The ballots
shall be mailed, or notice of the posting of the ballot
on the Foundation’s website shall be delivered, to
Members at their postal address or electronic mailing address
of record. All solicitations of votes by written ballot
shall:
(1) state the number of responses needed to meet the
quorum requirement;
(2) state, with respect to ballots other than for the
election of Delegates, the percentage of approvals necessary
to pass the measure or measures;
(3) specify the time by which the ballot must be received
in order to be counted;
(4) include instructions for where to return the completed
ballot;
(5) a cover sheet on which the Member should fill-in
his/her name, the radio station with which s/he is affiliated,
and certifying that s/he is the Member s/he says s/he
is and is entitled to vote; and
(6) provide a reasonable time in which to return the
ballot to the Foundation. With the exception of ballots
related to the election of Delegates, each ballot so distributed
shall also:
(7) set forth the proposed action; and
(8) give the Members an opportunity to specify their
approval or disapproval of each proposal. Ballots relating
to the election of Delegates shall also:
(9) set forth the names of the candidates; and
(10) give the Member an opportunity to select his/her
choice(s) or rank his/her choices. The Foundation may,
in its discretion, provide a secure means of voting by
electronic means via the internet, provided however that
Members shall still have the option of returning written
ballots by mail. Any such internet voting shall have a
coded system to identify Members and to prevent Members
from casting more than one vote electronically or from
voting by both mail or by internet.
C. NUMBER OF VOTES AND APPROVALS REQUIRED
With the exception of ballots related to the election of
Delegates, each Member shall be entitled to cast one vote
on each matter submitted to the vote of the Members. Approval
by written ballot shall be valid only when: (1) the number
of votes cast by ballot within the time specified equals
or exceeds the quorum required to authorize the action;
and (2) the number of approvals equals or exceeds the number
of votes that would be required for approval of said action
as set forth in these Bylaws. Listener-Sponsor Members shall
vote as a class. Staff Members shall vote as a class. Unless,
otherwise specifically set forth in these Bylaws, a vote
of a majority of those Listener-Sponsor Members voting in
any matter and a vote of a majority of those Staff Members
voting in any matter, provided that quorum of votes is obtained,
shall be sufficient to approve an action or consent to any
matter.
D. VALIDITY OF WRITTEN BALLOT
If the name signed on a ballot corresponds to the name of
a Member, the Foundation, if acting in good faith is entitled
to accept the ballot and give it effect as the act of the
Member. If the name signed on a ballot does not correspond
to the record name of a Member, the Foundation if acting
in good faith is nevertheless entitled to accept the ballot
and give it effect as the act of the Member if either: (1)
the name signed purports to be that of an attorney-in-fact
of the Member and, if the Foundation requests, evidence
acceptable to the Foundation of the signatory's authority
to sign for the Member has been presented with respect to
the ballot; or (2) two or more persons hold the membership
as cotenants or fiduciaries and the name signed purports
to be the name of at least one of the co-holders and the
person signing appears to be acting on behalf of all the
co-holders. The Foundation is entitled to reject a ballot
if the Secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has a reasonable basis
for doubt concerning the validity of the signature or the
signatory's authority to sign for the Member. The Foundation
and any officer or agent thereof who accepts or rejects
a ballot in good faith and in accordance with the standards
of this Section shall not be liable in damages to the Member
for the consequences of the acceptance or rejection of his/her
ballot. Action by the Foundation based on the acceptance
or rejection of a ballot under this Section is valid unless
a court of competent jurisdiction determines otherwise.
E. VOTING; COUNTING SYSTEM – ELECTION OF LOCAL STATION
BOARD DELEGATES
The Delegates for each Local Station Board shall be elected
by the Members affiliated with that radio station, for e.g.
Members affiliated with the WBAI LSB shall not vote for Delegates
for the KPFA LSB. Listener-Sponsor Members shall vote for
Listener-Sponsor Delegates and Staff Members shall vote for
Staff Delegates, with separate ballots for each class of Members.
The following manner of single transferable voting shall be
used in order to achieve proportional representation.
(1) Each ballot shall list all candidates for the position
of Delegate within a given class and give each Member-voter
the option of voting for one candidate or of ranking the
candidates in order of preference.
(2) Vote counting shall start with a tabulation of each
Member-voter’s first, or only, choice vote for Delegate.
(3) A threshold number of votes a candidate needs to be
elected shall first be established (“Threshold”).
The Threshold shall be that number which is equal to the
total number of valid ballots cast divided by the sum of
one plus the number of seats to be filled, plus one ([total
number of ballots cast/1+the number of vacant seats]+1).
(4) Those candidates receiving the Threshold number of
votes, or more, shall be declared elected. Votes acquired
by a candidate in excess of the Threshold shall be deemed
that candidate’s “surplus.”
(5) If no candidates, or an insufficient number of candidates,
obtain a winning number of votes to be elected, then in
order to fill those remaining Delegate seat(s), votes shall
be transferred as follows:
(i) Transfer of surplus votes shall commence with the
candidate having the largest surplus. That candidate’s
votes shall be transferred to the next candidate choice
of those Member-voters who elected him/her. A portion
of that candidate’s surplus votes shall be transferred
to the next candidate choice of those Member-voters who
elected him/her. The portion of the surplus distributable
to the next candidate choice shall be that amount determined
by dividing the transferring candidate’s surplus
amount by the total number of votes received by that candidate.
(For example, if the candidate received 1000 votes and
the threshold was 900 votes, then s/he had a surplus of
100 votes. Therefore 0.10 (100/1000) of a vote from each
of those 1,000 ballots is transferred to those Member-voters’
next choices.) Votes may not be transferred to candidates
who have already been elected (nor may votes by transferred
to candidates who have been eliminated as set forth below.)
When a Member-voter’s next choice is not eligible
for receipt of transferred votes, that portion of a vote
shall be transferred to that Member-voter’s next
indicated choice unless all choices on that ballot have
been exhausted. After the transfer of all that candidate’s
surplus votes, a tally shall be taken.
(ii) If said tally does not result in a sufficient number
of winning candidates to fill the remaining seats and
if the previous transfer of surplus votes created a new
surplus, then surplus votes of the candidate then having
the largest surplus shall be transferred to those Member-voters’
next choices, consistent with subsection (i) above, until
all said candidate’s surplus has been transferred
or all declared choices on a ballot have been exhausted.
(iii) After each distribution of a candidate’s
surplus, a tally shall be taken to determine the winning
candidate(s). This process of distributing surplus votes
shall continue until all open Delegate seats are filled,
until all surplus votes have been transferred or until
ballot choices have been exhausted.
(iv) If, after all surplus votes have been distributed
in the manner described above, there remain unfilled Delegate
seats, the candidate with the least number of votes shall
be eliminated and his/her votes at their current value
shall be transferred to those Member-voters’ next
choice candidates who have not been previously declared
elected or eliminated. If there is a tie as to the candidate
with the least number of votes, the candidate to be first
eliminated shall be decided by lot (for e.g., by pulling
straws). Once all of that eliminated candidate’s
votes have been transferred, a new tally shall be taken
to determine new winning candidates, if any. If there
are no new winning candidates, then the candidate remaining
with the least number of votes shall be eliminated and
his/her votes at their current value shall be transferred,
as above, until there are one or more new winning candidates.
The new winning candidate(s) surplus votes shall then
be distributed as in (i) through (iii) above.
(v) This process of distributing surplus votes of winning
candidates and eliminating losing candidates, as described
in (ii) through (iv) above, shall be repeated until all
Delegate seats have been filled.
F. ELECTION AND VOTING SUPERVISION
Consistent with the provisions of Article 5 of these Bylaws,
elections for Delegates shall be supervised by the national
elections supervisor and the local elections supervisor and
all said ballots shall be counted by the national elections
supervisor at the place designated by the Executive Director.
All other elections and voting by Members shall be supervised
by their respective LSBs, which LSBs shall also be responsible
for ensuring and monitoring compliance with its election procedures
and processes and counting ballots consistent with these Bylaws.
SECTION 9. MANNER OF NOTICE
Whenever notice to Members is required under these Bylaws,
notices shall be submitted, at the Foundation’s sole
discretion, either personally, by first class, registered
or certified mail, by electronic mail or by other means of
written communication, charges, pre-paid, and shall be addressed
to each Member entitled to vote, at the postal address or
email address of that Member as it appears on the Foundation’s
books or at the address given by the Member to the Foundation
for purposes of notice.
If no address appears on the Foundation’s books and
no address has been given, then notice shall be deemed to
have been given if: (i) notice is sent to the Member by first-class
mail or facsimile, email or other written communication to
the address of the Foundation radio station with which said
Member is affiliated; (ii) notice is published at least once
in a newspaper of general circulation in the county where
said Foundation radio station is located; or (iii) notice
is broadcast at least twenty-five (25) times on the Foundation
radio station with which the Member is affiliated. Such broadcast
notice shall be made at least 3 times per day on 7 consecutive
days and shall state the web page address where the full notice
is posted.
SECTION 10. RECORD DATE
The record date for purposes of determining the Members entitled
to receive notice of any meeting, entitled to vote by written
ballot or entitled to exercise any other lawful membership
action, shall be forty-five (45) days before the date of the
special meeting, 45 days before the day on which the first
written ballot is distributed, or made available, to the Members
or 45 days before the taking of any other action, as applicable.
SECTION 11. PROXIES
All actions taken, or permitted, by a Member shall be taken
by the Member personally. The powers of Members may not be
exercised by alternates, by proxy or the like.
ARTICLE FOUR
LOCAL STATION BOARDS
SECTION 1. LOCAL STATION BOARDS
Each Foundation radio station shall have a Local Station Board
(“LSB”) whose duties and responsibilities shall
be those set forth in these Bylaws. Each LSB shall serve as
a standing committee of the Foundation’s Board of Directors
for their respective station area.
SECTION 2. COMPOSITION OF THE LSB
Each LSB shall consist of 24 Delegates - 6 of whom shall be
designated as Staff Delegates and elected by Staff Members
voting as a class and 18 of whom shall be designated as Listener-Sponsor
Delegates and elected by Listener-Sponsor Members voting as
a class. Listener-Sponsor Delegates and Staff Delegates shall
be collectively referred to as “Delegates.” Each
Delegate shall be a natural person elected by the Members,
as set forth in these Bylaws, to serve on the LSB. Each Delegate
shall also serve as the representative of the Members of its
local radio station area in the election of the Foundation’s
Board of Directors. An “associate station,” as
that term is defined in Section 8 of this Article 4, may also
appoint one representative to the LSB of the radio station
with which it is associated. Associate station representatives
shall also have voting rights; provided, however, that that
no associate station representative shall be permitted to
vote in any election to elect or remove a Director or Delegate
nor may s/he be eligible for election by a LSB to the office
of Director. No LSB shall have more than a total of 3 associate
station representatives (and no more than 1 from any one associate
station) at any given time.
The station’s General Manager shall serve as a non-voting
member on his/her station’s LSB.
SECTION 3. SPECIFIC POWERS & DUTIES
Each LSB shall have the authority and responsibility, related
to its specific radio station and radio station area, under
the direction and supervision of the Foundation’s Board
of Directors:
A. To review and approve that station’s budget and
make quarterly reports to the Foundation’s Board of
Directors regarding the station’s budget, actual income
and expenditures.
B. To select candidates for the position of General Manager
of its respective radio station. The Executive Director
shall select and hire a General Manager from the candidates
proposed by the LSBs.
C. To prepare an annual written evaluation of the station’s
General Manager.
D. Both the Executive Director and/or a LSB can initiate
the process to fire a General Manager. However, to effectuate
it, both the Executive Director and the LSB must agree to
fire said General Manager. If the Executive Director and
the LSB cannot agree, the decision to terminate or retain
said General Manager shall be made by the Board of Directors.
E. To screen and develop a pool of candidates for the position
of station Program Director, from which pool the station’s
General Manager shall hire the station’s Program Director.
F. To prepare an annual written evaluation of the station’s
Program Director.
G. To work with station management to ensure that station’s
policies and procedures for making programming decisions
and for program evaluation are working in a fair, collaborative
and respectful manner to provide quality programming that
fulfills the purposes of the Foundation and is responsive
to the diverse needs of the listeners (demographic) and
communities (geographic) served by the station.
H. To conduct “Town Hall” style meetings at
least twice a year, devoted to hearing listeners views,
needs and concerns.
I. To assist in station fundraising activities.
J. To actively reach out to underrepresented communities
to help the station serve a diversity of all races, creeds,
colors and nations, classes, genders and sexual orientations
and to help build collaborative relations with organizations
working for similar purposes.
K. To perform community needs assessments, or see to it
that separate “Community Advisory Committees”
are formed to do so.
L. To ensure that the station works diligently towards
the goal of diversity in staffing, and maintenance of a
discrimination-free atmosphere in the workplace.
M. To exercise all of its powers and duties with care,
loyalty, diligence and sound business judgment consistent
with the manner in which those terms are generally defined
under applicable California law.
In addition to these power and duties, the approval of a
majority of the LSBs (in addition to the approval of the Board
of Directors) shall be required prior to any acquisition by
the Foundation the price of which is equal to or greater than
10% of the Foundation’s then annual operating budget.
SECTION 4. OTHER LSB POWERS AND AUTHORITY
By resolution, the Foundation’s Board of Directors may
delegate any other corporate powers it deems appropriate to
a LSB with regard to that specific radio station. Any such
power delegated to a LSB is subject to revocation at any time
by the Board. Any and all actions, resolution and policies
taken or adopted by a LSB may be overridden by a majority
vote of the Directors if said action, resolution or policy
is found by the Board to be adverse to the mission and/or
charitable or business purposes of the Foundation, to exceed
the power or authority granted to said LSB or to be inconsistent
with these Bylaws, the Articles or applicable laws and regulations.
SECTION 5. ELECTION OF OFFICERS
Each Local Station Board shall elect a Chair, a Vice-Chair,
a Recording Secretary, and a Treasurer, who shall be elected
in February of each year for a term of one year using the
Instant Runoff Voting method, which method of voting is set
forth in Section 14 of this Article 4. Each of these officers
shall serve at the pleasure of the LSB and shall have those
powers and shall perform those duties as may be prescribed
by its LSB. With the exception of the Chair and the Vice Chair,
an officer does not have to be a Delegate. Local Station Board
officers may not serve concurrently as Foundation Directors.
SECTION 6. MEETINGS
A. FREQUENCY
Each LSB shall meet as often as required to accomplish it
duties, but not less than every other month.
B. TIME AND PLACE
The LSB shall establish, by a majority vote, the time and
place of each meeting, provided, however that no meeting
shall occur sooner than ten (10) days from the date of the
vote scheduling said meeting without the unanimous consent
of the LSB, provided that there shall be a meeting of the
LSB in December to seat newly elected Delegates and in February
to elect Director(s). Meetings shall be held within the
local radio station area in facilities of sufficient size
to accommodate Members affiliated with that radio station
and the public, preferably in the station.
C. MEMBERS & PUBLIC PARTICIPATION
LSB meetings shall be open to the public and to all Members,
with the exception of those meetings dedicated 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
LSB’s sole opinion may compromise the legitimate business
interest of said radio station or the LSB. 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 Secretary shall post
on the Foundation’s website a general statement of
the basis on which all or part of said meeting was closed.
Each meeting shall include a public comment period of not
less than thirty (30) minutes. No person shall be required,
as a condition for attendance at any public meeting or to
publicly comment to register his/her name or to provide
any other information.
D. NOTICE
The public and all Members shall be notified of each LSB
meeting. Four on-air announcements, made during prime time
on the radio station on four different days, beginning,
whenever feasible, at least 7 days prior to the date of
each meeting, shall be considered adequate notice. Whenever
feasible, notice shall also be posted on the station’s
website at least 7 days prior to the date of each meeting.
F. RECORDKEEPING AND RULEMAKING
Meetings and actions of the LSB shall be governed by the
provisions of these Bylaws. A book of Minutes of all meetings
and actions of the LSB shall be kept and shall be filed
with the records of the LSB, which book shall include the
time and place of each meeting, the notice given, how authorized,
any waivers or consents, the names of those present, and
a summary of the proceedings. Minutes of closed meetings
shall be maintained, but sealed as confidential. Each LSB
may adopt additional rules for the governance of its LSB
so long as the rules are not inconsistent with these Bylaws.
SECTION 7. QUORUM AND APPROVAL
A quorum at any meeting of a LSB shall be a majority of the
LSB, including its Delegates and, if any, its associate station
representatives. Except as otherwise expressly provided herein,
the approval of a majority of the LSB, including Delegates
and associate station representatives, present and voting
shall be required for any action of said LSB.
SECTION 8. ASSOCIATE STATIONS
A. Any Foundation radio station may choose to associate
with any geographically contiguous community radio station
for the purpose of re-broadcasting no less than seventy-five
percent (75%) of that Foundation radio station’s programming.
The terms of said association shall be memorialized in a
written agreement between the Foundation radio station and
the community radio station, which agreement must first
be approved by the Board of Directors to be effective. Such
a community radio station must produce some local programming,
operate under a mission statement compatible with that of
the Foundation and have a democratically-elected station
board which will be permitted one representative to sit
as a non-voting Delegate on the LSB of said Foundation radio
station, provided however that no LSB shall have more that
a total of 3 associate station representatives on its LSB.
B. Such a community radio station will be referred to as
an associate station, which station is different from an
affiliate station as referenced in Section 3(B) of Article
6 of these Bylaws.
C. Associate station representatives sitting on LSBs are
subject to removal by either their own station boards or
by the LSB according to their own respective terms of accountability
and appropriateness. The LSB must notify the associate station
board of the representative in question in advance about
any difficulties or concerns in order to provide said associate
radio station the opportunity to consult with its representative
about the LSB’s concerns and/or to designate a replacement
candidate.
SECTION 9. REMOVAL OF DELEGATES
Any Delegate shall be removed from the position of Delegate,
and cease to be a Delegate upon the occurrence of any of the
following: (A) said Delegate’s death or resignation;
(B) upon the occurrence of a disqualifying act, i.e. the appointment
to an elected office; (C) failure of a Delegate to attend
three consecutive LSB meetings, which absences have not been
excused by a majority vote of the LSB (excluding the vote
of the Delegate in question); (D) upon the fair and reasonable
determination, by a 2/3 vote of the Board of Directors present
and voting at a meeting on said issue, after a review of the
facts, that, in its sole discretion, said Delegate has exhibited
conduct that is adverse to the best interests of the Foundation
or the LSB; or (E) upon the majority vote of the class of
the Members who originally elected the Delegate voting in
an election to remove said Delegate, provided that before
any such election may be held the appropriate LSB shall first
have received a petition signed by at least one percent (1%)
of the Members affiliated with its radio station area seeking
said Delegate’s removal due to conduct, which must be
factually set forth in the petition, by the Delegate that
is alleged to be adverse to the best interest of the Foundation
or the local radio station area and provided that only Members
affiliated with the Delegate’s radio station are entitled
to vote in any removal election. Any Delegate that is removed
who was simultaneously serving as a Director or Foundation
or LSB officer shall also be deemed removed from any and all
of these positions and from any positions on a committee that
s/he held by nature of his/her role as a Delegate or Director.
A Delegate removed pursuant to this Section 9(E) shall be
ineligible for reelection as a Delegate for a period of three
(3) years.
SECTION 10. FILLING OF VACANCIES
If a seat on a LSB becomes vacant mid-term, that seat shall
be filled for the remainder of the term by that LSB who shall
appoint as the replacement Delegate that candidate, from the
last Delegate election, with the highest number of votes among
those candidates on said ballot who were not elected, so long
as said person continues to meet Delegate eligibility requirements
as set forth in Section 2(A) of Article 5 of these Bylaws.
In the event said candidate is ineligible, or unavailable,
to serve, the LSB shall proceed successively to the next candidate
with the next highest number of votes on said ballot who was
not elected until an eligible and available candidate to fill
the vacancy is found. In the event that no eligible and available
candidate is found, then the LSB shall appoint a Member to
serve as Delegate and fill the seat for the remainder of the
term.
SECTION 11. COMPENSATION
Delegates shall serve without compensation except that they
shall be allowed reasonable advancement or reimbursement of
expenses incurred in the performance of their regular duties.
SECTION 12. PROXIES
All action taken by Delegates and associate station representatives
shall be taken by each of them personally. The powers of Delegates
and associate station representatives of a LSB may not be
exercised by alternates, by proxy or the like.
SECTION 13. LOCAL STATION ADVISORY COMMITTEES
A. A LSB may, by resolution, designate one or more advisory
committees, to serve at the pleasure, direction, and supervision
of the LSB. Any such advisory committee shall include 2
LSB Delegates. Members affiliated with said LSB shall be
eligible for appointment to a committee.
B. Meetings and actions of local station advisory committees
shall be governed by the provisions of Section 6 of this
Article of these Bylaws with such changes as are necessary
in said provisions to substitute the committee(s) and its
members for the LSB and its Delegates, except that the time
of regular meetings of committees may be determined by resolution
of the LSB as well as the committee. Special meetings of
committees may also be called by resolution of the LSB or
the committee. The LSB may adopt additional rules for government
of any committee that are not inconsistent with the provisions
of these Bylaws.
C. The general duty of advisory committees shall be to
advise the LSB on the issues for which the committee was
created. Advisory committees shall have only those duties
and powers set forth in the resolution of the LSB, which
powers shall not include the power to: (1) approve any action
which, under the California Nonprofit Public Benefit Corporation
Law or these Bylaws, requires the approval of the Members,
Directors, or the Delegates; (2) fill vacancies on the Board,
LSB or on any committee; (3) amend or repeal these Bylaws
or adopt new bylaws; (4) amend or repeal any resolution
of the Board or the LSB; (5) create any other committees
of the Board or LSB; (6) approve or execute any contract
or transaction; or (7) incur any indebtedness, or borrow
money, on behalf of the Foundation or any LSB.
Committee members shall not be considered agents of the Foundation
or the LSB and shall not have the authority to bind the Foundation
or the radio station with which it is affiliated with out
express LSB approval.
SECTION 14. INSTANT RUNOFF VOTING METHOD.
For purposes of these Bylaws, the method for Instant Runoff
Voting shall be as follows:
A. Each voter shall have one vote.
B. Each ballot shall list all candidates for the position,
on which ballot the voter shall rank the candidates in order
of preference (with 1 representing the voter’s first
choice, 2 representing the voter’s second choice and
so on).
C. Vote counting shall start with a tabulation of all first
choices among the voters. If no candidate receives a majority
of the first choice votes, then the “last place candidate”
(defined as the candidate receiving the least number of
first choice votes) is eliminated. The votes of the voters
who ranked the eliminated candidate as their first choice
are redistributed to said voters’ next-choice candidate(s)
as indicated on their ballot.
D. After this redistribution of votes, the votes are counted
again and if no candidate receives a majority of the first
choice votes, then the last place candidate after this vote
is eliminated and the votes of those voters who ranked him/her
as their first choice are redistributed to said voters’
next-choice candidate(s) and another vote is taken.
E. This process of successively eliminating last place
candidates and redistributing votes continues until one
candidate remains or a candidate gains more than 50% of
the votes.
ARTICLE FIVE
ELECTION OF DELEGATES
SECTION 1. ELECTIONS SUPERVISORS
A. NATIONAL ELECTIONS SUPERVISOR
In May of each year in which there will be an election for
a seat on a LSB, the Board of Directors shall appoint a
national elections supervisor whose role shall be to oversee
and certify the fairness of each LSB election and to confirm
said election(s) compliance with these Bylaws. The national
elections supervisor shall also oversee the preparation
of each ballot, the counting of the ballots and prepare
a written statement reporting the results of every election
to the Members. To be eligible for appointment to the position
of the national elections supervisor, said person shall
not be an employee of the Foundation or a LSB, a Delegate,
Officer, Director or on-air personality and should be experienced
with election procedures and supervision and preferably
recommended by an organization experienced in elections
procedures and supervision. To assist him/her in the conduct
and oversight of the election, the national elections supervisor
may appoint a committee of volunteer Members, all of which
volunteer Members the national elections supervisor must,
in good faith and in his/her sole discretion, believe to
be neutral individuals. Said committee shall consist of
that number of volunteer Members the national elections
supervisor deems necessary. The national elections supervisor
does not have to be a Member of the Foundation. Upon the
completion of, and certification of the results for, all
of the elections, the national elections supervisor’s
term shall end.
B. LOCAL ELECTION SUPERVISORS
In preparation for an election of Delegates, the National
Elections Supervisor shall appoint, subject to Board approval,
a local election supervisor for each Foundation radio station
area. A local elections supervisor may not be an employee
of the Foundation or a LSB, a Delegate, Officer, Director
or on-air personality and shall, at minimum, be familiar,
and preferably experienced, with election procedures and
supervision. Under the direction and supervision of the
National Elections Supervisor, each local election supervisor
shall coordinate the elections of the LSB to which s/he
is assigned to ensure a fair election in compliance with
the terms of these Bylaws. His/her duties shall include
preparing a nomination petition form for use by all potential
nominees, reviewing each potential candidate’s nomination
papers for eligibility and completeness, overseeing the
preparation and distribution of the election ballot, closing
the election, and for counting and assisting with ballot
counting, as requested. To assist him/her in the conduct
and oversight of the election, each local elections supervisor
may appoint a committee of volunteer Members, all of which
volunteer Members the local elections supervisor must, in
good faith and in his/her sole discretion, believe to be
neutral individuals. Said committee shall consist of that
number of volunteer Members the local elections supervisor
deems necessary. The local elections supervisors do not
have to be Members of the Foundation. Upon the completion
of, and certification of the results for, the elections
s/he supervised, each local elections supervisor’s
term shall end.
SECTION 2. ELIGIBILITY; NOMINATION OF DELEGATES
A. ELIGIBILITY
(1) Any Listener-Sponsor Member in good standing may
be nominated for the position of Delegate on a LSB of
a Foundation radio station with which s/he is affiliated
by obtaining the signatures on the nomination petition
form of fifteen (15) Listener-Sponsor Members in good
standing who are also affiliated with that radio station,
provided, however, that no person who holds any elected
or appointed public office at any level of government
– federal, state, or local – or is a candidate
for such office shall be eligible for election to the
position of Delegate. A Delegate shall be deemed to have
resigned the position of Delegate if s/he becomes a candidate
for public office or receives a political appointment
during his or her term as a Delegate. This restriction
shall not apply to civil service employment by governmental
agencies.
(2) Any Staff Member in good standing may be nominated
for the office of Delegate on a LSB of a Foundation radio
station with which s/he is affiliated by the signatures
on the nomination petition form of five (5) Staff Members
in good standing who are also affiliated with that radio
station, provided, however, that no person who holds any
elected or appointed public office at any level of government
– federal, state, or local – or is a candidate
for such office shall be eligible for election to the
position of Delegate. A Delegate shall be deemed to have
resigned the position of Delegate if s/he becomes a candidate
for public office or receives a political appointment
during his or her term as a Delegate. This restriction
shall not apply to civil service employment by governmental
agencies.
B. NOMINATION PROCEDURES
Each Member seeking to be a nominee shall submit: (1) the
required number of signatures on the form to be provided
by the local elections supervisor; (2) a statement of whether
the candidate is running for election as a Listener-Sponsor
Member or a Staff Member; and (3) a written statement of
up to 500 words in length by the candidate introducing himself/herself
and his/her interest in, or qualifications for, serving
as a Delegate. Said statement of each candidate shall be
distributed to the Members entitled to vote with the written
ballot. The names of up to five (5) of the candidate’s
nominators may be listed at the end of a candidate’s
statement. Each candidate also has the option, for informational
purposes, of indicating his/her gender and racial or ethnic
heritage, i.e., European, African, Latin American, Native
American, Asian, Pacific Islander, Middle Eastern, African-American.
SECTION 3. ELECTION OF DELEGATES
All elections for Delegates shall be by written ballot, provided,
however, that the LSB shall also have the option of also providing
a secure electronic means of voting via the internet. Members
shall only have the right to elect Delegates to sit on the
LSB of the Foundation radio station with which the Member
is affiliated. Members shall vote in classes: only Listener-Sponsor
Members are entitled to vote for Listener-Sponsor Delegates
and only Staff Members are entitled to vote for Staff Delegates.
There shall be a total of twenty-four elected (24) Delegates
– 6 Staff Delegates and 18 Listener-Sponsor Delegates.
Elections of Delegates shall be staggered over a 3-year period
with elections for 3 Staff Delegates and 9 Listener-Sponsor
Delegates to be held on the first year, elections for 3 Staff
Delegate and 9 Listener-Sponsor Delegates to be held on the
second year and no elections on the third year. The ballots
for said elections shall be prepared, distributed, processed
and counted consistent with the terms of Section 8 of Article
3 of these Bylaws. All written ballots related to the election,
and the removal, of any and all Delegates shall be filed with
the LSB and maintained for a period of two (2) years.
SECTION 4. ELECTION TIME FRAME
In a Delegate election year, the nominations for vacating
seats shall open on July 28th and remain open for sixty (60)
days, closing on September 24th. The local election supervisors
shall thereafter prepare the written ballot listing all of
the candidates and setting forth all other information required
by these Bylaws. Ballots shall be distributed, or otherwise
made available, to the Members on October 1st. To be counted
all ballots must be received by the LSB on or before November
15th (the “Election Close Date”) All ballots shall
be held sealed until the Election Close Date, the day after
which they shall promptly be delivered via overnight express
mail to the Foundation’s principal office to be opened
by the National Elections Supervisor and counted together.
The National Elections Supervisor shall have up to 15 days
after the Election Close Date to count said ballots and to
certify the results to the LSB and the Board, which results
must also be reported to the Members by December 2nd on the
Foundation’s website.
SECTION 5. DELEGATES’ TERMS OF OFFICE
A Delegate’s term of office on a LSB shall be three
(3) years, beginning in December. A Delegate may serve two
(2) consecutive three-year terms. A Delegate shall not be
eligible for further service as a Delegate until one year
has elapsed after the termination of the Delegate’s
second consecutive three-year term.
SECTION 6. FAIR CAMPAIGN PROVISIONS
No Foundation or radio station management or staff may use
air time to endorse, campaign or recommend in favor of or
against any candidate for election as a Listener-Sponsor Delegate,
nor may air time be given to some Listener-Sponsor Delegate
candidates but not to others. All candidates for election
as a Listener-Sponsor Delegate shall be given equal opportunity
for equal air time, which air time shall include time for
a statement by the candidate and for questions and answers
from the listeners. No Foundation or radio station management
or staff may give written or on-air endorsements to any candidate
for Listener-Sponsor Delegate. The Board of Directors may
not, nor may any LSB or any committee of the Board or of a
LSB, as a body, endorse any candidate(s) for election as a
Delegate. However, an individual Director or Delegate who
is a Member in good standing may endorse or nominate candidates
in their own name. In the event of any violation of these
provisions for fair campaigning, the local elections supervisor
and the national elections supervisor shall determine, in
good faith and at their sole discretion, an appropriate remedy,
up to and including disqualification of the candidate. All
candidates shall sign a statement certifying that they have
read and understood these fair campaign provisions.
SECTION 7. 2003 TRANSITION ELECTION
Following the adoption of these Bylaws, and consistent with
that Settlement Agreement dated December 12, 2001 , there
shall be an election for all Delegate seats for each LSB.
The interim Board, by resolution, shall establish a nomination
and election timeframe for said elections, which timeframe
may be shorter and on dates other than those set forth in
Sections 2(B), 4 and 5 of this Article 5 of these Bylaws.
The interim Board shall also, by resolution, establish a nomination
and election timeframe for these newly seated LSBs to elect
a Board of Directors pursuant to Section 5 of Article 6 of
these Bylaws, which timeframe may be shorter and on dates
other than those set forth in Section 3 of Article 6 and,
if applicable, Section 4 of Article 6 of these Bylaws.
Contrary to the provisions of Sections 3 and 5 of this Article
5 of these Bylaws, on each LSB, the 3 Staff Delegates and
9 Listener-Sponsor Delegates receiving the highest number
of winning votes shall serve until said LSB’s December
2005 meeting, unless sooner removed pursuant to these Bylaws.
Contrary to the provisions of Sections 3 and 5 of this Article
5 of these Bylaws, the 3 Staff Delegates and 9 Listener-Sponsor
Delegates with the lowest number of winning votes shall serve
until said LSB’s December 2004 meeting, unless sooner
removed pursuant to these Bylaws. Beginning with the 2004
election for Delegates, said Delegate elections shall thereafter
proceed in accordance with the remainder of the provisions
of this Article 5 of these Bylaws.
ARTICLE SIX
BOARD OF DIRECTORS OF THE FOUNDATION
SECTION 1. BOARD OF DIRECTORS - ELIGIBILITY, NUMBER, POWERS
AND DUTIES
A. DIRECTORS DEFINED
Directors are natural persons who have been elected to and
are serving on the Foundation’s Board of Directors
(“Board”).
B. ELIGIBILITY
Any Delegate who is currently serving as a Delegate and
has served at least one (1) year as a Delegate is eligible
for nomination as a Director.
C. NUMBER
The Board shall consist of a minimum of twenty (20) directors
and a maximum for twenty-three (23) directors. The Board
shall fix by resolution, from time to time, the exact number
of Directors within the minimum and maximum numbers permitted
herein. The Board shall have equal representation from each
of the Foundation’s radio stations. The Delegates
of each LSB shall be entitled to select 4 Directors –
three (3) of whom shall be Listener-Sponsor Delegates and
1 of whom shall be a Staff Delegate, for a total to 20 Directors.
If the Board, by resolution, fixes the number of Directors
to a number greater than 20, then such additional Directors
shall be nominated and elected as “at-large”
Directors pursuant to Section 4 of Article 6 of these Bylaws.
In addition, the Foundation’s Executive Director and
Chief Executive Officer shall be non-voting members of the
Board, who shall not be counted for purposes of determining
quorum or the minimum and maximum number of Directors. In
the event that any vote of the Board results in a tie, the
motion shall not pass.
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.
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
by the LSBs;
(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, affiliates and national staff consistent with
applicable law and regulations, Articles of Incorporation
and these Bylaws, as the Board deems appropriate.
(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 number, facsimile
telephone number and email addresses with the Secretary
of the Foundation. Notices of meetings mailed, transmitted
by telecopier or facsimile, or emailed to them at such
addresses shall be valid notices thereof.
SECTION 2. TERM:
The term of a Director shall be three (3) years. A Director
may serve no more than two consecutive three-year terms in
a row. A Director shall not be eligible for further services
as a Director until one year has elapsed after the termination
of a Director’s second consecutive three-year term.
In the event that a Director’s term as a Delegate expires
prior to the expiration of his/her term as a Director, and
said Director is not re-elected as a Delegate, said Director’s
term as a Director and Delegate shall expire in December of
the year in which s/he was not re-elected as Delegate, at
such time as the newly elected Delegate is seated on the LSB.
SECTION 3. NOMINATION AND ELECTION OF STATION REPRESENTATIVE
DIRECTORS
A. NOMINATION
Any Delegate serving on a LSB may nominate any current Delegate
serving on the same LSB for the office of Director; provided
that said Delegate has served at least one year on a LSB.
Said nominations shall be given in writing to the Recording
Secretary for said LSB by January 31.
B. ELECTION
Each LSB shall meet to elect Director(s) from those Delegates
nominated among its then current Local Station Board. Delegates
shall elect Directors from among the nominees using the
Instant Runoff Voting method, provided however that if there
is an election for more than one Listener-Sponsor Director,
then the LSB shall elect Directors for those seats using
the single transferable method of voting set forth in Section
8(E) of Article 3. These elections shall take place in February
of each year and be staggered over 3 years. In Year 1 and
3, 1 Director shall be elected each said year and in Year
2, 2 Directors shall be elected. The position of Staff Director
can only be filled by a Staff Delegate. The position of
Listener-Sponsor Director can only be filled by a Listener-Sponsor
Delegate.
SECTION 4. NOMINATION AND ELECTION OF AT-LARGE DIRECTORS
A. NOMINATION
In the event that the Board has resolved that there shall
be one or more “at-large” Directors, the Board
shall notify the LSBs and the Foundation’s “affiliate
radio stations” (as defined below), not later than
the end of September prior to the election of such Directors
the following March, that it will receive nominations, that
any such nominations must be given in writing to the Board
of Secretary, and that the nominations shall close on December
31. Any three Local Station Boards by a majority vote of
the Delegates of each LSB may nominate any eligible Listener-Sponsor
Member who is not currently on a LSB as a candidate for
at-large Director. In addition, any affiliate station of
the Foundation, or caucus of affiliate station personnel
(e.g. a caucus or meeting of affiliate station personnel
at a meeting of the National Federation of Community Broadcasters
or the Grassroots Radio Conference or similar organization)
may nominate candidates for at-large Director. For purposes
of this Section, an “affiliate radio station”
shall be defined as any non-profit non-commercial broadcaster
who broadcasts programming provided or distributed by the
Foundation by written agreement with the Foundation, including,
for example, internet broadcasters and digital broadcasters.
LSBs submitting nominees shall include with its nominations
a written statement of the LSBs participating in said nomination,
the date on which each nomination was voted upon and the
vote count for each said election. Said statement shall
be certified by the Recording Secretary of each LSB participating
in said nomination. Every affiliate station or caucus submitting
a nominee for said seat(s) shall include with said nomination
a written statement of its procedure for conducting its
nominations and selecting the nominee candidate(s), including
a list of all affiliate stations and affiliate representatives
that voted in the nomination process. Said statement shall
be certified by the general manager of each affiliate station
nominating said candidate or the chair of the caucus meeting,
as appropriate.
B. ELECTION
The Board of Directors (excluding then current at-large
Directors) shall elect “at-large” Directors,
if any, from the list of nominees provided by affiliate
radio stations, or caucuses or provided collectively by
three Local Station Boards pursuant to Section 4(A) of this
Article 6 of these Bylaws, by a 2/3 vote of the Directors
present and voting at the Board’s annual meeting in
March, provided that notice of the nomination and vote is
served on all Directors with the Notice of Meeting at least
thirty (30) days in advance of the meeting date.
SECTION 5. 2003 TRANSITION ELECTION
Following the adoption of these Bylaws, consistent with that
Settlement Agreement dated December 12, 2001 , there shall
be an election for all the seats on the Board. Within the
timeframe established by the interim Board and following the
election of the LSBs pursuant to Section 7 of Article 5 of
these Bylaws, each LSB shall meet and elect 4 Directors –
3 of whom shall be Listener-Sponsor Directors and 1 of whom
shall be a Staff Director. For the purposes of this election
and contrary to the provisions of Section 3 of this Article
5, previous service as a Delegate on a LSB shall not be an
eligibility requirement. Contrary to the provisions of Section
2 of this Article 6, the term of each Director elected during
this transition election shall be determined by the number
of winning vote s/he receives from the LSB that elected him/her.
The Director, from each LSB, receiving the highest number
of votes shall serve until March, 2006, unless sooner removed
pursuant to Section 7 of this Article 6. The two Directors,
from each LSB, receiving the next highest number of votes
shall serve until March, 2005, unless sooner removed pursuant
to Section 7 of this Article 6. The Director, from each LSB,
receiving the next highest number of votes shall serve until
March, 2004, unless sooner removed pursuant to Section 7 of
this Article 6. Beginning with the election for the Director
seat that expires in March, 2004, all nominations and elections
for Directors shall thereafter proceed in accordance with
the remainder of the provisions of this Article 6 of these
Bylaws.
SECTION 6. SEATING OF DIRECTORS
All newly elected Directors shall be seated at the Annual
Meeting of the Board of Directors held in March, in which
month their term shall commence.
SECTION 7. REMOVAL OF DIRECTORS
Any Director shall be removed from the position of Director,
and cease to be a Director upon the occurrence of any of the
following: (A) said Director’s death or resignation;
(B) upon the occurrence of a disqualifying act, i.e. candidacy,
election or appointment to a political office; (C) failure
of a Director to attend three consecutive Board meetings,
which absences have not been excused by a majority vote of
the Board present and voting at the meeting in question; (D)
upon the fair and reasonable determination by a 2/3 vote of
the Board (excluding the vote of the Director in question)
after a review of the facts, in its sole discretion, that
said Director has exhibited conduct that is adverse to the
best interests of the Foundation; (E) upon the vote of the
LSB that elected said Director that said Director has exhibited
conduct that is adverse to the best interests of the Foundation,
or in the case of an “at-large” Director, upon
the vote of a minimum of three LSBs, after a fair and reasonable
review of the facts by the LSB, provided that a vote of two-thirds
of the Delegates present and voting (but no less than a majority
of the full LSB) shall be required to remove said Director;
or (F) upon the expiration of said Director’s term as
a Delegate on the LSB that elected him/her or upon the removal
of the Director as a Delegate pursuant to Section 9 of Article
4 of these Bylaws. Removal of a Director hereunder shall also
constitute removal of said Director from any position as a
Foundation Officer and from any positions on a committee that
s/he held by nature of his/her role as a Director. Notice
of a meeting to remove a Director must be given at least 30
days in advance of said meeting.
SECTION 8. FILLING VACANCIES ON THE BOARD
If a Director’s seat previously held by a Director elected
by a LSB becomes vacant for any reason, that seat shall be
filled for the remainder of the term by a Director elected
by that LSB, provided, however, that if the previous Director
was a Staff Director, the LSB shall election a Staff Director
or if the previous Director was a Listener-Sponsor Director,
then a Listener-Sponsor Director shall be elected. If a Director’s
seat previously held by an at-large Director becomes vacant
for any reason, that seat shall be filled for the remainder
of that term by the majority vote of the Board from the most
recent list of nominees it had received for at-large Directors.
SECTION 9. COMPENSATION
Directors shall serve without compensation except that they
shall be allowed reasonable advancement or reimbursement of
expenses incurred in the performance of their regular duties.
SECTION 10. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more
than forty-nine percent (49%) of the persons serving on the
board may be interested persons. For purposes of this Section,
"interested persons" means either:
(1) Any person who currently is being or has been compensated
by the Foundation for services rendered within the previous
12 months, whether as a full-time or part-time officer employee,
independent contractor, or otherwise; or
(2) Any brother, sister, ancestor, descendant, spouse, domestic
partner, brother-in-law, sister-in-law, son-in-law, daughter-in-law,
mother-in-law, or father-in-law of any such person.
ARTICLE SEVEN
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. TIME AND PLACE OF MEETINGS
The Annual Meeting of the Board of Directors shall take place
in March, or at such other times and places as agreed by a
majority vote of the Board of Directors. The Board shall also
regularly meet in June, September and January of each year.
The Board meetings shall rotate through the five radio station
areas so that meetings do not take place twice in the same
station area until a meeting has been held in all other station
areas.
SECTION 2. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by
the Chairperson of the Board, any two Officers of the Foundation,
or by any three members of the Board.
SECTION 3. TELEPHONIC MEETINGS
The Board may hold special meetings, but not regular meetings,
by telephone conference, video screen communication or other
communications equipment, provided, however, that telephone
appearance at meetings scheduled as “in-person”
meetings is not permitted. Participation in a telephonic meeting
under this Section shall constitute presence in person at
the meeting if all of the following apply:
A. Each Director participating in the meeting can communicate
concurrently with all other Directors.
B. Each Director is provided the means of participating
in all matters for the Board, including the capacity to
propose, or to interpose an objection to, a specific action
to be taken by the Foundation.
C. The Board has a means of verifying that the person participating
at the meeting is a Director and that all votes cast during
said meeting are cast only by Directors.
SECTION 4. NOTICE
Notice of every regular meeting of the Board of Directors,
stating the time and place of said meeting, and the purposes
thereof, shall be sent to each Director by first class mail,
facsimile or email, according to the preference each Director
specifies in writing to the Secretary of the Board, at least
thirty (30) days before any such meeting. Special meetings
shall require only seven (7) days advance notice, but shall
also require telephonic notice by leaving a message at the
telephone number given to the Secretary for such notice by
each director, and shall specify the purpose of the meeting.
No additional business not stated in the notice shall be conducted
at a special meeting. Notice of all meetings shall be placed
on the Foundation’s website and announced a minimum
of 3 times daily on air for five days on all Foundation radio
stations, beginning, whenever reasonably possible, no later
than seven days before the date of said meeting.
Notice of a meeting does not have to be given to a Director
who affirmatively agrees to attend a meeting or to waive this
advance notice requirement, signs a waiver of notice or a
written consent to hold the meeting, or who attends the meeting
without protesting, prior to the meeting or upon commencement
of the meeting, to the lack of notice to that Director.
SECTION 5. QUORUM AND APPROVAL
A quorum at any meeting of the Board of Directors shall consist
of a majority of the then serving Directors. Except as otherwise
expressly provided herein, the approval of a majority of the
Board present and voting shall be required for any action
of the Board.
SECTION 6. PROXIES
All action taken by Directors shall be taken by the elected
Director personally. The powers of members of the Board may
not be exercised by alternates, by proxy or the like.
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 Secretary
shall post on the Foundation’s website a general statement
of the basis on which all or part of said meeting was closed.
No person shall be required, as a condition for attendance
at any public meeting or to publicly comment to register his/her
name or to provide any other information. With the exception
of telephone meetings, all public meetings of the Board and
its committees shall include public comment periods. These
periods for Board meetings shall be not less than one hour,
and for committee meetings, not less than one-half hour. The
Board will use reasonable efforts to broadcast or webcast
its telephonic meetings.
SECTION 8. ACTION BY UNANIMOUS WRITTEN CONSENT
Any action that the Board is required or permitted to take
may be taken without a meeting if all Directors consent in
writing to the action; provided, however, that the consent
of any Director who has a material financial interest in a
transaction to which the Foundation is a party and who is
an “interested director” as defined in California
Corporations Code Section 5233 and referenced in Section 10
of Article 5 of these Bylaws shall not be required for approval
of said transaction. Such action by written consent shall
have the same force and effect as any other validly approved
action of the Board. All such consents shall be filed with
minutes of the proceedings of the Board.
SECTION 9. ACCESSIBILITY
Reasonable efforts will be made to hold all public Board meetings
in spaces fully accessible as defined in the Americans with
Disability Act and any other applicable state and federal
laws. Properly closed sessions may be held otherwise unless
this would preclude access for any individual entitled to
attend.
ARTICLE EIGHT
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. COMMITTEES OF THE BOARD
The Board of Directors may, by resolution, designate one or
more committees, to serve at the pleasure of the Board. Any
such committee shall have only such authority as provided
by resolution of the Board and no committee may without full
Board review and approval:
A. Approve any action which, under the California Nonprofit
Public Benefit Corporation Law or these Bylaws, also requires
the approval of the Members or the Delegates;
B. Fill vacancies on the Board or in any committee;
C. Fix compensation for Directors for serving on the Board
or on any committee;
D. Amend or repeal these Bylaws or adopt new bylaws;
E. Amend or repeal any resolution of the Board which by
its express terms is not so amendable or repealable;
F. Create any other committees of the Board or appoint
members of the committees to the Board, provided, however,
LSBs shall be entitled to create committees pursuant to
Sections 3(K) and 13 of Article 4 of these Bylaws ;
G. Approve or execute any contract or transaction to which
the Foundation is a party; or
H. Incur any indebtedness, or borrow money, on behalf of
the Foundation.
Except as otherwise provided in these Bylaws, all committees
shall include at least one Director from each Foundation radio
station and two Delegates, who are not then serving as Directors,
from each LSB, provided, however, that the inclusion of LSB
Delegates on a committee shall not be required where the Board
by a majority vote determines that the privileged, sensitive
or confidential nature of the matters to be addressed by said
committee preclude the inclusion of LSB Delegates as committee
members in order for said committee to effectively and efficient
perform its duties. The Board may designate one or more Directors
as alternate members of any committee. Director committee
members shall be selected by a majority vote of the Board
using the Instant Runoff Voting method, provided however that
if there is an election for more than one committee member,
then the Board shall use the single transferable method of
voting, set forth in Section 8(E) of Article 3, to select
committee members. LSB Delegate committee members shall be
selected by a majority vote of their respective LSBs using
the Instant Runoff Voting method, provided however that if
there is an election for more than one committee member, then
the LSBs shall use the single transferable method of voting,
set forth in Section 8(E) of Article 3, to select committee
members.
SECTION 2. STANDING COMMITTEES
In addition to a LSB for each of the Foundation’s radio
stations, the Board of Directors shall also have the following
standing committees:
(A) a Coordinating Committee, which shall coordinate Board
activities between meetings, which committee shall include
as members all Foundation officers and at least one Director
from each radio station area, but shall not include any
non-Director LSB Delegates;
(B) a Governance Committee, which shall regularly review
the Foundation’s bylaws and policies for governance
of Board activities;
(C) a Technology Committee, which shall advise the Board
as to emerging technologies;
(D) a Programming Committee, which shall insure that programming
at all Foundation radio stations meets and fulfills the
Foundation’s purposes as stated in the Articles;
(E) a Finance Committee, which shall review and recommend
the annual budget for board approval and shall monitor and
report Foundation financial activities and shall include
as members the Chief Financial Officer, a Director from
each radio station area and the treasurer of each LSB; and
(F) an Audit Committee, which shall oversee the annual
audit of the Foundation’s books and shall not include
Finance committee members. The Board, by resolution, may
expand or revise the role, authority and/or powers of these
committees.
SECTION 3. MEETINGS AND ACTIONS OF COMMITTEES.
Meetings and actions of committees shall be governed by, and
held and taken in accordance with, the provisions of Article
7 of these Bylaws with such changes in the context of those
sections as are necessary to substitute the committee and
its members for the Board and its members, except that the
time of regular meetings of committees may be determined by
resolution of the Board as well as the committee. Special
meetings of committees may also be called by resolution of
the Board or the committee and notice of special meetings
of committees shall also be given to all alternate committee
members, who shall have the right to attend all meetings of
the committee. The Board may adopt additional rules for the
government of any committee that are not inconsistent with
the provisions of these Bylaws.
ARTICLE NINE
OFFICERS OF THE FOUNDATION
SECTION 1. DESIGNATION OF OFFICERS
The officers of the Foundation shall be a Chairperson, a Vice
Chairperson, an Executive Director, a Secretary, and a Chief
Financial Officer. The Foundation may also have, at the discretion
of the Board of Directors, one or more Assistant Secretaries.
Any number of offices may be held by the same person, except
that neither the Secretary nor the Chief Financial Officer
shall serve concurrently as the Chairperson of the Board or
the Executive Director. With the exception of the Chairperson
of the Board, no officer is required to be a Director.
SECTION 2. ELECTION OF OFFICERS; TERM
The officers of the Foundation shall be appointed and elected
by the Board of Directors, and each shall serve at the pleasure
of the Board (subject to the rights, if any, of an officer
under any contract of employment, if any). With the exception
of the Executive Director and the Chief Financial Officer,
all officers shall serve for a term of one (1) year, unless
s/he resigns, is removed or is otherwise disqualified to serve
prior to the expiration of his/her term, and shall be elected
by the Board at its annual meeting in March using the Instant
Runoff Voting method.
SECTION 3. REMOVAL AND RESIGNATION OF OFFICERS
A. Subject to the rights, if any, of an officer, under
any contract of employment, any officer may be removed,
either with or without cause, by the Board at any regular
or special meeting thereof, or by any officer upon whom
such power of removal may be conferred by the Board.
B. Any officer may resign at any time by giving 30 days
written notice to the Board. Any such resignation shall
take effect upon the receipt of such notice or at any later
time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective. Any such resignation is
without prejudice to the rights, if any, of the Foundation
under any contract to which the officer is a party.
SECTION 4. VACANCIES IN OFFICES
A vacancy in any office of an officer because of death, resignation,
removal, disqualification or any other cause shall be filled
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