Pacifica's Bylaws Revision Information
There are many ways of getting involved in the Bylaws
revision process !
You can join our listserve, read
some introductory and background
documents, read the drafts, read
the comments submitted to us, and submit
your own comments on the bylaws!
Read the Local Bylaws Drafts, and Comments
Read Bylaws Draft 1
Read Bylaws Draft 2
Read Bylaws Draft 3
Read Bylaws Draft 4
Read Bylaws Draft 5
Read Your Feedback on the Bylaws
Drafts and
Submit Your Own Comments
And Join Our Listserve
In addition to the bylaws revision webpages here
at Pacifica.org, there is currently a moderated listserve
(called "Pacifica National Bylaws") that is focusing
on the bylaws revision process.
Being a listserve, you can engage others in more of a dialogue
than you can here. If you are interested in joining this listserve,
please email
pacificanationalbylaws-subscribe@yahoogroups.com.
Introductory Material for the Bylaw Revision Committees
Under the legal settlement agreement binding on the Pacifica
Foundation, the interim board of directors must review and
revise Pacifica's bylaws over the next few months. The revised
bylaws must be approved by a 2/3rds majority vote of the interim
Pacifica Board of Directors. The new bylaws will make provisions
for election of local station boards (also known as Local
Advisory Boards or LABs) as well as the national Pacifica
board of directors, which must be approved by majority vote
of at least 3 of the 5 current station boards as well as by
a 2/3rds majority vote of the interim board of directors.
We are beginning the task of reviewing and revising Pacifica's
bylaws with some ultimate objectives and some open-ended questions.
The Pacifica Foundation is incorporated as a "California
nonprofit public benefit corporation", and our bylaws
must conform to the requirements of California nonprofit corporations
law (even though we have stations in 3 states and the District
of Columbia).
Ultimate Objectives:
. To insure that Pacifica's governance structure serves and
protects the purposes of the Foundation as set out in the
Articles of Incorporation.
. Any bylaws revisions must ultimately be approved by a 2/3rds
majority vote of the interim Pacifica Board of Directors .
. Any bylaws concerning the number or manner of election of
local board members and/or national board members must not
only be approved by 2/3rds of interim Board, but also by majority
vote of at least 3 of the 5 local station boards (or LABs).
. Under the legal settlement agreement binding on the Pacifica
Foundation, our new bylaws must provide for elected local
station boards/LABs. "The KPFA model will be the starting
point for the new bylaws concerning election of LAB members,
and will be modified as needed. Guidelines will be issued
to ensure access to air and to avoid any abuses that would
prevent fair elections."
Open-Ended Questions:
(this list can and probably will be expanded as discussion
progresses):
. How can Pacifica governance best be structured to insure
that the foundation continues committed to its founding purposes
... both nationally & at the local level?
. What checks and balances are needed against dictatorial
abuses from above (e.g., the board of directors and/or the
national executive office agreeing to the programming dictates
from the CPB) and against takeover from below (e.g., station
listeners/producers preferring right-wing programming)?
. Who should be eligible to be a "member" of the
Pacifica Foundation? (California law defines "member"
as "any person who has the right to vote for the election
of a director, or the disposition of all or substantially
all of the corporate assets or on a merger or dissolution,
or any person designated in the articles of incorporation
or bylaws as a member and, pursuant to a specific provision
of the articles or bylaws, has the right to vote on changes
to the articles or bylaws.")
. Should there be more than one class of "members"
with different rights? (e.g., members with the right to elect
local station board & have the right to vote on changes
in the bylaws or some other rights, and other members with
the right elect the directors and have the right to vote on
changes in the bylaws or some other rights.)
. Who should be eligible for election to the board of directors?
What qualifications?
. How many directors should there be? (California law requires
that we specify a definite number, or a maximum and minimum
number, of directors.)
. Who should elect directors?
. Should there be any appointed directors?
. How long should a directors' term be (California law sets
a 3-year maximum for membership corporations)
. What provisions should be made for removal of directors.
(California law requires that those who elected a director
must have the right to remove him/her "without cause"
... but there can be other additional provisions in the bylaws
for removal of directors, if desired.)
. Who should elect local board members?
. Should there be any appointed local board members?
. Should all local boards have the same election rules?
. Should local boards have "governance" powers,
or should they remain solely "advisory"? (If local
boards have "governance" powers, then separate additional
local advisory boards would be required for stations that
apply for CPB grants.)
. If local boards have "governance" powers, what
powers should the national board have to insure stations'
performance of Pacifica's purposes?
Carol Spooner
Chair, Pacifica Bylaws Revisions Committee
See resource documents links below
for more information email wildrose@pon.net
The following proposal establishing the bylaws committee
was adopted by the interim board of directors on March 10th.
Carol Spooner was named Chair of the national committee, with
the task of coordinating communications among the five subcommittees
and the objective of coming up with a unified set of recommended
bylaws for approval by the interim board and the LABs.
PROPOSAL FOR ESTABLISHMENT OF A BOARD COMMITTEE TO REVIEW
AND DRAFT PROPOSED REVISIONS TO THE PACIFICA FOUNDATION BYLAWS
Under our legal Settlement Agreement this interim board
is charged with the following obligations:
3.b. Amendment of Bylaws. The Interim Board will fully review
and revise the Pacifica Foundation bylaws to conform with
legal requirements. This review will be done in consultation
with the LABs and the listening community in all five station
areas. Any bylaws concerning the number or manner of election
of directors and/or LAB members must be approved by majority
vote of three (3) of the five (5) LABs. In the event that
the Interim Board and three (3) of the five (5) LABs cannot
agree on the number or manner of election of directors or
LAB members within the 1-year time limit, or any extensions
of that limit, then the dismissals of the Adelson and/or People
ex rel. Spooner actions may be vacated against the Foundation
for the purposes of obtaining a judicial determination of
the issues raised in those actions concerning the membership
of the Foundation and the validity of the bylaws and Articles
relating to the number and election of directors and/or LAB
members, as described in Paragraph 5.
3.c. Develop a comprehensive plan for, and oversee, elections
of members of the LABs, pursuant to new bylaws, which elections
will be held at the end of one year following the first meeting
at which the Interim Board is seated and conducts business.
The KPFA model will be the starting point for the new bylaws
concerning election of LAB members, and will be modified as
needed. Guidelines will be issued to ensure access to air
and to avoid any abuses that would prevent fair elections.
To carry out these obligations the board shall immediately
establiblish a committee, composed of five subcommittees -
one in each signal area -- as follows:
- At least one member of the iPNB from each of the 5 signal
areas;
- At least three members from each of the 5 local station
boards; and
- All members of the listening public and station personnel
(paid or unpaid) who wish to participate.
The task of this committee is to draft proposed bylaws that
a 2/3rds majority of the iPNB will approve and, as to bylaws
concerning the number and manner of election of LAB members
and the board of directors, that at least 3 of the 5 LABs
will approve by majority vote. This will require a wide-ranging
discussion of many issues and excellent communication and
feedback to and from the LABs and the iPNB and the committee
as the discussions progress.
The iPNB shall select a Chair for the Committee who shall
be responsible for coordinating communications among the five
subcommittees, and an iPNB member from each signal area shall
be the Chair of the subcommittee for that signal area. The
subcommittee chairs may delegate meeting facilitation to another
person, if they wish.
Each of the five subcommittees shall endeavor to meet weekly
in the evenings or on weekends when the most people can attend.
The time and place of all subcommittee meetings shall be announced
on air several times a day for at least 3 days before each
subcommittee meeting, and the Chair of the subcommittee shall
make certain that meeting dates and times are also posted
to public internet Pacifica-related discussion lists.
Within 10 days the committee chair will draft an initial
list of issues to be discussed by the subcommittees. The list
will be submitted for comments to the board and then forwarded
to the subcommittees for discussion.
By April 15th, each of the five subcommittees shall distribute
brief written statements of various points of view concerning
these issues to the other four subcommittee Chairs for distribution
to all subcommittees.
By May 31st, the committee shall produce and circulate one
or more "rough drafts" of proposed bylaws. The subcommittees
should make every effort to communicate among themselves,
find areas of agreement, and to consolidate their "rough
drafts" to the greatest extent possible. The "rough
draft(s)" will be circulated to all iPNB members and
LAB members, as well as to Pacifica's legal counsel, for review
and comment. The rough draft(s) shall also be posted to the
Pacifica Foundation web page.
By July 15th, the committee shall produce a "revised
draft" of proposed bylaws, taking into consideration
that any bylaws concerning the number and manner of election
of LAB members and the national board must be approved by
majority vote of at least 3 of the 5 LABs in addition to approval
by 2/3rds majority vote of the interim board of directors.
This "revised draft" will again be circulated for
review and comment to all iPNB members, LAB members, and Pacifica's
legal counsel, and will be posted to the Pacifica Foundation
web page.
By August 15th, a final draft of proposed bylaws shall be
submitted to the iPNB and to the 5 LABs. At least 3 of the
5 LABs must approve, by majority vote, any bylaws concerning
the number and manner of election of LAB members and Foundation
directors for those bylaws to become effective. All bylaws
must be approved by 2/3rds vote of the iPNB to become effective.
The target date for obtaining all required votes of approval
is August 31st.
Under the legal Settlement Agreement, the LAB elections
must be completed by December 29, 2002 (one year from the
date of the first meeting of the iPNB). Based on the KPFA
experience, LAB elections will take 3 months to conduct, including
fielding candidates, conducting "campaigns", mailing
ballots with a 30-day return period, and counting the votes.
A new board of directors shall be elected, pursuant to the
new bylaws, for terms to commence March 29th 2003.
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Documents for the Bylaws Revision Committees
The
Articles of Incorporation of the Pacifica Foundation -
The
Pacifica Foundation Bylaws as amended 10/31/55 -
The
Pacifica Foundation Bylaws as amended 01/31/84 -
The
Pacifica Foundation Bylaws as amended 01/09/88 -
The
Pacifica Foundation Bylaws as amended 02/09/91 -
The Pacifica Foundation Bylaws as amended 09/28/97 -
The Pacifica Foundation Bylaws as amended 02/28/99 -
Guidelines for the KPFA Station Board -
California Non-Profit Bylaws - (this is provided for reference;
the "boilerplate" California nonprofit public benefit corporation
bylaws from Nolo Press.)
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