MISSION BASED BYLAWS
DRAFT 12/2/02
PACIFICA FOUNDATION
Frequently Asked
Questions related to the Mission Based Byaws
ARTICLE ONE
IDENTITY, PURPOSES, AND PRINICIPLES
SECTION 1. "NAME": The name of this corporation
is the PACIFICA FOUNDATION, and it shall be referred to in
these By-Laws as "The Foundation".
SECTION 2. "PURPOSES": The purposes of The
Foundation are stated in Article II of the Articles of Incorporation,
and as condensed herein, The Foundation shall:
A. Operate exclusively for educational purposes.
B. Operate in such manner to be as nearly self-sustaining
as possible.
C. Operate a radio broadcasting network which shall:
(1) Encourage and provide outlets for the creative skills
and energies of the community;
(2) Conduct classes and workshops in the writing and
producing of drama;
(3) Establish awards and scholarships for creative writing;
(4) Offer facilities to amateur instrumentalists, choral
groups, orchestral groups and music students; and promote
and aid other creative activities;
(5) Engage in activities to contribute to a lasting
understanding between nations and individuals of all nations,
races, creeds and colors;
(6) Gather and disseminate information on the causes
of group conflict;
(7) Study the political and economic problems of the
causes of religious, philosophical and racial antagonisms;
(8) Promote full distribution of public information;
(9) Obtain access to sources of news not commonly brought
together in the same medium;
(10) 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.
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. "DEFINED": A Member of The Foundation
is a natural person who has the right to vote for Directors
of the Foundation Board and is eligible to become a Member
of The Foundation Board.
SECTION 2. "ELIGIBILITY": A natural person
can become a Member of The Foundation by applying for membership
at a designated Foundation facility, and participating in
specific Foundation mission related activities for a specified
time period, to fulfill the membership criteria.
SECTION 3. "RIGHTS": Foundation Members
shall have the right to vote for, and become, Foundation Directors,
access all Foundation records, and sit on Foundation Board
committees.
SECTION 4. "DUTIES": The ongoing duties
of Members are:
(1) To act to fulfill The Foundation Mission as set forth
in the Articles of Foundation;
(2) To participate and work on at least one Member Body
committee full time;
SECTION 5. "SUSPENSION": Any Member who
has not met the minimum membership criteria for a __ month
period shall have their membership suspended. The suspension
of membership results in the loss in all rights of membership.
Membership can be reactivated by fulfilling the necessary
Work requirements in the month immediately following suspension.
SECTION 6. "REVOCATION": By a vote of 75%
of a Member Body, at a special meeting called for such purpose,
a Member may have her/his membership revoked for acts in severe
conflict with, or detrimental to, The Foundation or The Mission.
An appeal of revocation of membership may be made to the Board
of Directors within 30 days after a vote of revocation has
been made. A 2/3rd vote of the Board shall be necessary to
rescind the revocation. Revocation of membership results in
the full loss of membership rights for three years. At the
end of three years the ex-Member may reapply for membership
ARTICLE FOUR
DIRECTORS OF THE FOUNDATION
SECTION 1. "DIRECTORS":
A. DEFINED
A Director of the Foundation shall be natural person who
has been elected to the office of Director as set forth
in these bylaws, and is serving as such, and is ultimately
accountable and responsible for the acquisition, use, and
disbursement of Foundation assets, and the delegation of
power and authority, to fulfill the Foundation Mission.
B. ELIGIBILITY
Any Foundation Member Board member who is currently serving,
and has served at least one full year without suspension,
as a member, is eligible to be a Director. Any eligible
Member who is an “on-air” staff person at a
Foundation station must resign their program in exchange
for serving on the Board.
C. NUMBER
The Foundation Board shall consist of four (4) Members from
each Foundation Member Board, and three (3) additional at-large
Directors.
D. EX OFFICIO
The Executive Director shall be an Ex Officio non-voting
Foundation Director.
E. DUTIES
The ongoing duties of the Directors are:
(1) To ensure fulfillment of the purposes and mission
of the Foundation as set forth in the Articles of Incorporation;
(2) To ensure compliance with applicable state and federal
laws;
(3) To adopt, and monitor adherence of, an annual budget,
and to oversee an independent annual audit of the Foundations
books and accounts;
(4) To ensure regular communication with the Members,
staff, and volunteers at all levels and areas of the Foundation;
(5) To appoint or employ, supervise, and remove or discharge
if necessary, the Executive Director of the Foundation;
(6) To meet at such regular times and places as required
by these Bylaws and to meet at such other times as may
be necessary in order to carry out the duties of Directors;
(7) To register an address, telephone number, and email
addresses with the Foundation Secretary, to receive meeting
notices, and other communications.
F. POWER AND AUTHORITY
Subject to the provisions of the California Nonprofit Public
Benefit Corporation law, and any limitations in the Articles
of Incorporation and Bylaws relating to action required
or permitted to be taken or approved by the Members 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 of Directors.
SECTION 2. "TERMS": The term of a Director
shall be three (3) years. A Director may serve two consecutive
terms. A Director shall not be eligible for further services
as a Director until one year has elapsed after the expiration
of a Director’s second consecutive term.
SECTION 3. "NOMINATION OF DIRECTORS":
A. REGULAR DIRECTORS
Any Member serving on a Foundation Member Board may nominate
any other eligible Member serving on the same Board for
the office of Director.
B. AT-LARGE DIRECTORS
Any three Foundation Member Boards, by a majority vote of
the Members of each, may nominate any eligible natural person
who is not currently on an Member Board, who meets the eligibility
requirements for position of At-Large Director.
SECTION 4. "ELECTION OF DIRECTORS":
A. REGULAR DIRECTORS
Each Foundation Member Board shall elect from among its
current Members, by majority vote of the Members present
and voting, four Directors to represent that body on the
Foundation Board of Directors. These elections shall take
place in (month) of each year and be staggered, so that
no more than two Directors are elected by each body each
year.
B. AT-LARGE DIRECTORS
The Board of Directors (excluding at-large members) may
in its discretion, elect up to three (3) Directors nominated
either by a Pacifica Affiliate or by three Foundation Member
Boards, by 2/3rds majority vote of the Directors present
and voting, 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. "SEATING OF DIRECTORS": All newly
elected Directors shall be seated at the designated Annual
Meeting of the Board of Directors.
SECTION 6. "REMOVAL OF DIRECTORS":
A. LACK OF ATTENDANCE
Any Director who is absent for three (3) consecutive meetings
of the Board of Directors shall be deemed to have resigned
and shall be automatically removed from the Board unless
at least one of the absences has been excused by majority
vote of the Directors present voting at the meeting.
B. BY MEMBER BODIES
(1) Any Director may be removed by the Foundation Member
Board that elected him/her at a regular or special meeting
by two-thirds (2/3) majority vote of all the Members for
that Board, provided that the grounds for such removal are
submitted with the notice of the meeting and that the said
Director shall have a reasonable opportunity at said meeting
to protest his/her removal.
(2) Any At-Large Director may be removed by two-thirds
(2/3) majority vote of all the Foundation Member Boards.
SECTION 7. "VACANCY": If a Director's seat
becomes vacant for any reason, that seat shall be filled for
the remainder of the term by the Foundation Member Board from
which the Director came.
SECTION 8. "COMPENSATION": Directors shall
serve without compensation, but shall be allowed reasonable
advancement or reimbursement of expenses incurred in the performance
of their regular duties.
SECTION 9. "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 currently being compensated by the Foundation
for services rendered it within the previous twelve (12)
months, whether as a full- or part-time officer or other
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 FIVE
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 January, February, or March, and at least six (6) months
before the Board meeting at which a new fiscal budget is approved.
The Board shall also regularly meet in May and September of
each year. The regular Board meetings shall rotate through
the radio station areas so that they do not take place twice
in one 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 Board Chair,
any two Officers of the Board, by a majority of the Executive
Committee, or by any five members of the Board.
SECTION 3. "NOTICE": Notice of meetings
of the Board of Directors shall consist of a statement of
the time and place of said meeting, and the purposes thereof.
Written notice shall be sent to each Director by first class
mail, fax, or email, according to each Director’s preference
as specified to the Foundation Secretary, at least thirty
(30) days before a meeting. Notice for Special meetings shall
require only seven (7) days, but include leaving a message
at each Director’s designated number for receiving such
notice, on file with the Foundation Secretary. No additional
business not stated in the notice shall be conducted at a
special meeting. Meetings shall be announced for at least
five days immediately preceding the meeting, a least three
times daily, on all Pacifica broadcast stations.
SECTION 4. "QUORUM": A quorum of any meeting
of the Board of Directors shall consist of 51% of the serving
Directors.
SECTION 5. "PROXIES": All action taken by
Directors shall be taken by the Director personally. The powers
of members of the Board may not be exercised by alternates,
by proxy, or the like.
SECTION 6. "MEETINGS RULES": All meetings
of the Board of Directors, and its committees, shall be open
to the public. Meetings may be closed for discussion of personnel,
legal, or proprietary matters which are permitted to be discussed
in executive/closed session. However, the body holding the
executive/closed session must then: a) give public notice
before the meeting to the reason for doing so, and b) publicly
release, within a reasonable period after the meeting, a written
summary of the permissible disclosable business of the meeting.
All public meetings shall allow for reasonable public comment
periods. No person shall be required to provide his/her name,
or other personal information, as a condition of attendance
or participation at a public meeting,
SECTION 7. "PARLIAMENTARY PROCEDURE": As
to any matter not herein specified, Robert's Rules of Order
(revised edition) shall apply.
ARTICLE SIX
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. "COMPOSITION": All Committees
of the Board of Directors shall consist of at least one Director
from each Foundation Member Board.
SECTION 2. "COORDINATING": Act as an administrative
body to accept and receive communications directed to the
Board as may arise, and promptly direct the issues to the
appropriate standing, advisory, or other committees, to appropriately
process, address or resolve the issues or concerns.
SECTION 3. "STANDING":
A. PROGRAMMING
Review and evaluate existing programming at all Foundation
stations with respect to Mission compliance, issues of diversity,
programming policies, and FCC related issues. Assess and
develop goals, policies, and strategies for the development
of new national and local programming, including news, public
affairs, and cultural, and devise plans for funding and
implementation.
B. FINANCE
Monitor, review and conduct over site of the budgets of
the National and the local operating entities. Review and
approve all substantial contracts and financial documents.
Perform analysis and review all financial operations. Perform
strategic planning of the long term viability and growth
of the Foundation, particularly with regards to creating
self- sustaining entities, and seeking alternative sources
of funding and revenue.
C. TECHNOLOGY
Monitor and evaluate the technical infrastructure of The
Foundation. Develop policies and plans for the maintenance
and upgrading of the existing technology base. Identify
and assess new and emerging technologies in all areas of
Foundation operations. Develop strategic plans and budgets
for new and emerging technologies, and technical personnel.
D. PERSONNEL
Evaluate and develop personnel policies and guidelines for
use throughout the Foundation. Develop policies and plans
for individual and group training in conflict resolution,
and other personnel areas. Develop clear guidelines and
policies for employee hiring/termination, diversity goals,
applicable employment laws, and other such matters. Hear,
evaluate, and recommend action, on individual personnel
matters when necessary.
E. GOVERNANCE
Perform the tasks necessary to facilitate nominations and
elections of Board officers. Monitor and oversee compliance
with the Mission and Bylaws, and other governance policies
and guidelines. Receive and evaluate appeals for revocation
of membership.
SECTION 4. "OTHER ADVISORY": The Board may
establish other advisory committees as may be needed to assist
the Board. All committees shall include one Director, and
two Members from each Foundation Member Board.
ARTICLE SEVEN
FOUNDATION MEMBER BOARDS
SECTION 1. "DEFINITION": A Foundation Member
Board (FMB) is a duly recognized Foundation body formerly
associated with a Foundation radio station, other broadcast
station, or other such duly recognized operating Foundation
entity, which consists of Foundation Members, which shall
operate on a full time basis, from which Directors of the
Board shall be elected.
SECTION 2. "LOCAL STATION BOARDS": A Local
Station Board is a Foundation Member Board formerly associated
with a Foundation owned radio station, or other such broadcast
station.
SECTION 3. "OTHER MEMBER BOARDS": The Foundation
may duly designate and recognize other Foundation Member Boards
as may be necessary, to be associated with other operating
Foundation entities which may come to exist.
SECTION 4. "COMPOSITION": Each Foundation
Member Board shall consist of at least ten (10) Foundation
Members designated to serve on such body.
SECTION 5. "DUTIES": The ongoing duties
of Foundation Member Boards are:
(1) To review and approve that station’s budget
and make periodic reports as desired to the Board regarding
the stations budget versus actual income and expenditures;
(2) To prepare a list of candidates for station General
Manager from which one must be hired by the Foundation Executive
Director;
(3) To prepare an annual written evaluation of the station’s
General Manage;
(4) To review proposals by the Executive Director to fire
or retain the station General Manager;
(5) To develop a pool of candidates for station Program
Director, one of which must be hired by the General Manager;
(6) To prepare an annual written evaluation of the station’s
Program Director;
(7) To work with station management to ensure that station
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;
(8) To assist in station fund raising activities;
(9) To form committees open to the public to carry on
the work of the Local Station Boards to allow participation
of listener-sponsors and staff members;
(10) To perform outreach into diverse communities;
(11) To perform community needs assessments as may be
necessary.
SECTION 6. "OFFICERS": Each Foundation Member
Board shall elect a Chair, a Vice-Chair, a Recording Secretary,
and a Treasurer, who shall be elected in January each year
for a term of one year. These officers may not serve concurrently
as Foundation Directors.
SECTION 7. "MEETINGS":
A. QUORUM
A quorum shall be one-half (1/2) of the Members of a Member
Board.
B. FREQUENCY.
A Member Board shall meet as often as required to fulfill
it duties, and not less than every other month. Committees
shall meet as often as needed to conduct its work.
C. TIME AND PLACE
A Member Board shall establish, by a majority vote, the
time and place of each meeting. Meetings shall be held in
facilities of sufficient size to accommodate members and
the public, preferably in a Foundation station or facility.
D. PUBLIC NOTICE
The public shall be notified of each Member Board meeting.
Four on-air announcements, made during prime time on the
radio station associated with a Member Board on four different
days, prior to the each meeting, are considered to be adequate
notice.
E. MEETING RULES
All meeting shall be open, excluding those dedicated to
station personnel matters. All public meetings shall allow
for reasonable public comment periods. No persons shall
be required to provide his/her name, or other personal information,
as a condition of attendance or participation at a public
meeting. Roberts Rules of Order shall be the general rules
for conducting meetings.
ARTICLE EIGHT
OFFICERS OF THE FOUNDATION
SECTION 1. "DESIGNATION":
A. DIRECTOR OFFICERS
The Foundation Board Officer shall be Chair, a Vice-Chair,
a Recording Secretary, and Treasurer.
B. NON-DIRECTOR OFFICERS
These officers shall be: an Executive Director, Controller,
and other officers as needed.
SECTION 2. "DUTIES": The duties of the Officers
of the Foundation shall be set out in board guidelines and
procedures.
SECTION 3. "NOMINATIONS": Any Director of
the Board may nominate another Director as an Officer of the
Board.
SECTION 4. "ELECTIONS": Each Officer of
the Board shall be elected by a majority vote of the Directors
for that office.
SECTION 5. "TERMS": A term of office shall
be two years, with no term limits on Directors holding office.
SECTION 6. "VACANIES": Vacancies of Officers
shall be filled for the remainder of the term of office. Directors
shall be nominated to fill a vacancy, and a special election
held to fill the office.
ARTICLE NINE
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
SECTION 1. "AMENDMENT OF BYLAWS":
A. POWER TO AMEND.
These By-Laws may be amended, altered or repealed in whole
or in part by the Members. Amendments may be proposed by
a two-thirds (2/3) majority vote of the national Board of
Directors or of Foundation Member Board, or by a petition
signed by 100 Members. The proposed changes shall be submitted
to the Members at least 60 days in advance of the annual
election and shall appear on the annual ballot. Announcements
of the proposed Bylaws changes shall be broadcast by all
stations frequently during the notice period prior to the
annual election.
B. VOTING AND RATIFICATION.
To be adopted, any proposed bylaws amendment must receive
the vote of three-fifths (3/5) of the Members voting, provided
that a quorum of Members actually votes.
SECTION 2. "AMENDMENT OF ARTICLES OF INCORPORATION":
A. PROPOSING AMENDMENTS.
Amendments to the Articles of Incorporation may be proposed
by two-thirds (2/3) majority vote of the Board of Directors
or by a petition signed by 100 Members.
B. APPROVING AMENDMENTS.
Any amendment(s) to the Articles of Incorporation proposed
by the Board of Directors shall be presented to the Members
of the Foundation by mail ballot and shall require approval
by three- fifths (3/5) majority of a quorum of the Members.
SECTION 3. BYLAWS CONVENTION
The Board of Directors of the Pacifica Foundation may convene
a Bylaws Convention to review and revise the Foundation Bylaws.
ARTICLE TEN
GENERAL PROVISIONS
SECTION 1. "RESIGNATION": Any Director or
Officer may resign his or her position by written resignation
filed with the Secretary of the Foundation.
SECTION 2. "MEMBERSHIP NOT TRANSFERABLE":
Foundation Membership, membership on the Board of Directors,
or any position as an Officer of the Foundation, is not transferable
by assignment, inheritance, or by execution, bankruptcy, or
other process of law.
SECTION 3. "EFFECT OF TERMINATION OF MEMBERSHIP ON
BOARD OF DIRECTORS, OR POSITION AS OFFICER OF THE FOUNDATION":
Membership on the Board of Directors, or the holding of any
office in the Foundation, shall cease and terminate upon the
death of the member, upon his/her withdrawal or removal as
provided in these Bylaws, or upon the termination of his/her
Foundation Membership, or office-holding position, resulting
in the loss of all rights, powers, authority, and privileges
as bestowed by the Foundation.
SECTION 4. "NONLIABILITY OF DIRECTORS, MEMBERS, AND
OFFICERS": The Directors, Members, and officers of
this corporation shall not be personally liable for the debts,
liabilities, or other obligations of The Foundation, and private
property of such individuals shall be exempt from corporation
debts or liabilities, subject to the provisions of the California
Corporations Code
SECTION 5. "INDEMNIFICATION BY FOUNDATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND OTHER AGENTS": To the extent
that a person who is, or was, a Director, officer, employee
or other agent of the Foundation has been successful on the
merits in defense of any civil, criminal, administrative or
investigative proceeding brought to procure a judgment against
such person by reason of the fact that he or she is, or was
an agent of the corporation, or has been successful in defense
of any claim, issue or matter therein, then indemnification
against expenses, judgments, fines, settlements and other
amounts reasonably incurred in connection with the action
shall be provided by the Foundation to the extent allowed
by, and in accordance with the requirements of, Section 5238
of the California Non-Profit Public Benefit Corporations Law.
SECTION 6. "EXEMPT ACTIVITIES": Notwithstanding
any other provision of these bylaws, no member, trustee, officer,
employee, or representative of this corporation shall take
any action or carry on any activity by or on behalf of the
corporation not permitted to be taken or carried on by an
organization exempt under section 501(c)(3) of the Internal
Revenue Code and its regulations as they now exist or as they
may hereafter be amended, or by an organization, contributions
to which are deductible under section 170(c)(2) of such Code
and regulations as they now exist or as they may hereafter
be amended.
ARTICLE ELEVEN
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. "CORPORATE SEAL": The Board of
Directors may adopt, use, and at will alter, a corporate seal.
Such seal shall be kept at the principal office of the corporation.
Failure to affix the seal to corporate instruments, however,
shall not affect the validity of any such instrument.
SECTION 2. "ANNUAL REPORT": The Board shall
cause an annual report to be furnished not later than one
hundred and twenty (120) days after the close of the Foundation's
fiscal year, to all Directors of the Foundation and, upon
payment of reasonable copying costs, to any Member who requests
it in writing. The report shall contain the following information
in appropriate detail:
(1) The assets and liabilities, including the trust funds,
of the corporation as of the end of the fiscal year;
(2) The principal changes in assets and liabilities, including
trust funds, during the fiscal year;
(3) The revenue or receipts of the corporation, both unrestricted
and restricted to particular purposes, for the fiscal year;
(4) The expenses or disbursements of the corporation, for
both general and restricted purposes, during the fiscal
year. The annual report shall be accompanied by a report
of independent accountants, or, if there is no such report,
the certificate of an authorized officer of the foundation
that such statements were prepared without audit from the
books and records of the Foundation.
SECTION 3. "MAINTENANCE OF CORPORATE RECORDS":
The Foundation shall keep at its principal office:
A. MINUTES
Minutes of all meetings of the Board of Directors, and committees
of the Board having any authority of the Board, shall be
recorded indicating the time and place of such meetings,
whether regular or special, how called, the notice given,
and the names of those present and the proceedings thereof,
and provided to the Secretary.
B. BOOKS AND RECORDS
Adequate and correct books and records of accounts, including
accounts of its properties and business transactions and
accounts of its assets, liabilities, receipts,
C. MEMBERSHIP RECORDS
A record of its members indicating their names and addresses
and the class of membership held by each member and the
termination date of any membership;
D. ARTICLES AND BYLAWS
A copy of the corporation's Articles of Incorporation and
Bylaws as amended to date, which shall be open to inspection
by the members of the corporation at all reasonable times
during office hours.
SECTION 4. "INSPECTION RIGHTS":
A. DIRECTORS
Every Director, or her/his designated agent, may exercise
the right, at any reasonable time, to inspect and copy all
books, records and documents of every kind and to inspect
the physical properties of the Foundation.
B. MEMBERS
Members of the Foundation shall have the following inspection
rights, for a purpose reasonably related to such person's
interest as a Member:
(1) To inspect and copy the record of all Members' names,
addresses and voting rights, at reasonable times, upon
five (5) business days' prior written demand on the corporation,
which demand shall state the purpose for which the inspection
rights are requested; and
(2) To inspect at any reasonable time the books, records,
or minutes of proceedings of the Members or of the Board
or committees of the Board, upon written demand on the
corporation by the member, for a purpose reasonably related
to such person's interests as a Member.
ARTICLE TWELVE
CONFLICTS OF INTEREST
SECTION 1. "DEFINITIONS": A "CONFLICT
OF INTEREST" is any circumstance described in Section
2 of this Article, or such similar circumstances.
An "INTERESTED PERSON" is any person serving as
a director, officer, delegate, employee, or member of a committee
of the Board of Directors of The Foundation.
A "FAMILY MEMBER" is a 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 an Interested Person.
A "FINANCIAL INTEREST" in an entity is a financial
interest of any kind, which, in view of all the circumstances,
would, or reasonably could, affect an Interested Person's
or Family Member's judgment with respect to transactions to
which the entity is a party.
SECTION 2. "CONFLICT OF INTEREST DEFINED":
A Conflict of Interest exists where the personal interests
of an Interested Person are or may be inconsistent with the
best interests of The Foundation. The following circumstances
shall be deemed to create a Conflict of Interest:
A contract or transaction between The Foundation and an Interested
Person or Family Member.
A contract or transaction between The Foundation and an entity
in which an Interested Person or Family Member has a Financial
Interest or with which such Person has a relationship, for
example as a director, officer, trustee, partner, or guardian.
A compensation arrangement between any entity or individual
with which The Foundation has a contract or transaction and
an Interested Person or Family Member.
A compensation arrangement between any entity or individual
with which The Foundation has a contract or transaction and
an entity in which an Interested Party or Family Member has
a Financial Interest or with which person has a relationship,
for a example as a director, officer, trustee, or guardian.
An Interested Person competing with The Foundation in the
rendering of services or in any other contract or transaction
with a third party.
An Interested Person accepting gifts, entertainment or other
favors from any individual or entity that (i) does or is seeking
to do business with, or is a competitor of , The Foundation
or (ii) has received, is receiving or is seeking to receive
a loan or grant, or to secure other financial commitments
from The Foundation, in both cases under circumstances where
it might be inferred that such action was intended to influence
or might influence the Interested Person in the performance
of his or her duties.
SECTION 3. "DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES":
An Interested Person must disclose orally or in writing all
material facts related to an actual or potential Conflict
of Interest to Directors and/or members of committees considering
a proposed contract or transaction to which the Conflict of
Interest relates. If a contract or transaction is not being
considered by the Board or a committee, the required disclosure
must be made to the Chairperson or the Chairperson's designee.
Until a Conflict of Interest has been voted upon by the Board
of Directors in accordance with this Policy, an Interested
Person shall refrain from any action that might affect The
Foundation's participation in any contract or transaction
affected by a Conflict of Interest.
After disclosure of the Conflict of Interest and all material
facts, and after the Interested Person responds to any questions
that the Board may have regarding the Conflict of Interest,
the Interested Person shall leave the Board meeting while
the Conflict of Interest is discussed and voted upon. An Interested
Person may not vote on the contract or transaction to which
the Conflict of Interest relates, but may be counted in determining
the presence of a quorum for purposes of the vote.
The Board shall determine by a majority vote of the disinterested
directors whether a Conflict of Interest exists and, if so,
whether The Foundation shall nonetheless enter into the contract
or transaction because it is in The Foundation's best interest.
If appropriate, the Chairperson may appoint a disinterested
person or committee to investigate alternatives to a proposed
contract or transaction. In order to approve the contract
or transaction, the Board must in good faith after reasonable
investigation make the following determinations:
(1) that the contract or transaction is for the benefit
of the Foundation; and
(2) that the contract or transaction is fair and reasonable;
and
(3) that the Foundation could not obtain a more advantageous
arrangement with reasonable effort under the circumstances.
The minutes of the Board or committee meeting shall reflect
(1) that the Conflict of Interest was disclosed, (2) the Board
or committee's decision regarding the Conflict of Interest,
including a statement that the Interested Person was not present
during the final discussion and vote, and (3) that the Interested
Person abstained from voting.
SECTION 4. "VIOLATIONS OF THE CONFLICTS OF INTEREST
PROCEDURES": If the Board or committee believes that
an Interested Person has a conflict of interest, it shall
inform the Interested Person of the basis for such belief
and afford the Interested Person an opportunity to contest
the finding. If, after hearing the response of the Interested
Person, and making any further investigation as may be warranted
in the circumstances, the Board or committee determines that
a conflict of interest does exist, it shall take appropriate
disciplinary and corrective action, which may include removal
of a Director from a committee or termination of an employee..
ARTICLE THIRTEEN
DISSOLUTION AND PROHIBITION AGAINST SHARING FOUNDATION PROFITS
AND ASSETS
SECTION 1. "METHOD": The corporation may
be dissolved in the following manner: A petition for dissolution
signed by ten percent of the Members of each Foundation Member
Board shall be submitted to the Board of Directors, and a
postal ballot to dissolve shall be sent to all Members and
shall require a three-fifths vote of a quorum of Members of
those valid returned ballots to uphold the petition to dissolve.
SECTION 2. "DISPOSITION OF ASSETS": Upon
the dissolution of the corporation, the Board of Directors
shall, after paying or making provisions for payment of all
liabilities of the corporation, dispose of the assets in a
manner appropriate to Pacifica's mission or to such organization
or organizations as shall at the time qualify as devoted to
the Pacifica Mission.
SECTION 3. "NO BENEFIT SHALL INURE TO ANY MEMBER,
DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION":
No member, director, officer, employee, or other person connected
with the Foundation, or any private individual, shall receive
at any time any of the net earnings or pecuniary profit from
the operations of the corporation, provided, however, that
this provision shall not prevent payment to any such person
of reasonable compensation for services performed for the
Foundation in effecting any of its public or charitable purposes,
provided that such compensation is otherwise permitted by
these Bylaws and is fixed by resolution of the Board of Directors;
and no such person or persons shall be entitled to share in
the distribution of, and shall not receive, any of the corporate
assets on dissolution of the corporation. All members of the
corporation shall be deemed to have expressly consented and
agreed that on such dissolution or winding up of the affairs
of the corporation, whether voluntarily or involuntarily,
the assets of the corporation, after all debts have been satisfied,
shall be distributed as required by the Articles of Incorporation
and bylaws of this corporation and not otherwise.
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Current Election Models Supported By The Various
LABs:
The KPFA Model
additional documents regarding this model
How this model works
(by Carol Spooner)
The "Hybrid" Model
[WBAI]; revised as of 11/29
additional documents regarding this model
the 11/22 Draft
the 11/25 Draft (written
after the 11/22 Houston meeting)
The "Unity Caucus"
Model
The "Mission
Based" Model [WPFW]
additional documents regarding this model
Frequently Asked
Questions
Models That Were Used Earlier On In The Bylaws Revision
Process:
Click here
to read the WPFW subcommittee proposal (or
the first (A) draft).
Click here
to read the Fertig/KPFK proposal (or the
third (C) bylaws draft).
Click here
to read the KPFK subcommittee proposal.
Click here
to read the KPFT subcommittee proposal.
Click here
to read comments sent in by the public regarding the various
proposed models.
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