COMMENTS

The comments section is organized using the following grouping methodology:
Amending the bylaws
Board composition comments
Board size comments
Budget/Finance comments
Diversity comments
Local power vs. national power comments
Membership comments
Miscellaneous comments
Overall comparisons and comments

note: this page last updated on 9/13 at 7:35 PM Eastern Time

I'd like to suggest another item for consideration. I don't see anything in the bylaws that would prevent the same 'bureaucratic entropy' that we just endured from happening again. In 10 years, we could end up with a useless board again.

I'd like to propose something from the Federal Credit Union required bylaws - any member can call a special meeting and force a vote on business provided s/he obtain a number of member signatures.

Secondly, a requirement like that must be locked into the bylaws so that the board cannot change it. In fact, once the bylaws go 'live', I don't think there'd be any reason that the board would have to change the bylaws quickly. I'd like to further propose that all bylaw changes, or at least certain critical ones, would be able to occur only after members vote on them - maybe 1/2 of the voting members?

I think this is the only way to prevent "midnight changes" to the bylaws by slimy boards.

I do have some personal experience relating to the above, details upon request. But the bottom line is that I think we should protect Pacifica as much as possible from sleezy politics in the future.

comment number 001

I much prefer the second draft, in general, to the first. However, I think what is lacking in both is a sufficient method to amend the bylaws (and the articles of incorporation), although the 2nd draft is superior in this regard.

I propose that a process of amendment through initiative and popular vote of the members be included (in addition to the vote by the board -- with the opportunity for a member vote in some cases provided by draft b).

IN other words, listeners and/or staff/volunteers should be able to initiate proposed bylaw changes through a signature process, and votes can then be held at the same time as elections for board members in each listening area.

comment number 008

name: Jim Curtis
date: 8/16/02
topic: amending the bylaws ( Model B, Article 14 )

This should be eliminated. Compensating directors leads to conflicts of interest. Enough about this has already been said in Article 12, Section 7, "Annual Statement of Specific Transactions"

comment number 021

name: Michael Pimental
date: 8/17/02
topic: amending the bylaws (Bylaw Proposal for Sub-Committee: INTERNAL SAFETY AND INTEGRITY)

from Abati Doe Houston,Texas by Laws Committee

“BY THEIR FRUITS YE SHALL KNOW THEM…FOR A GOOD TREE CAN’T BRING-FORTH CORRUPT FRUIT …NEITHER CAN A CORRUPT TREE BRING FORTH GOOD FRUIT; THEREFORE BY THEIR FRUITS YE SHALL KNOW THEM”

****************

PROPOSED BYLAW ARTICLE TO CREATE, THE SUB-COMMITTEE FOR INTERNAL SAFETY AND INTEGRITY.

SUBMITTED: BY ABATI (713-710-0993) AUGUST 15, 2002, FOR CONSIDERATION AND COMMENT FROM THE KPFT BYLAW COMMITTEE.

It is an historical fact that the Governments of The United States of America has targeted THE PACIFICA FOUNDATION, STAFF AND ACTIVIST with the purpose and intent to Neutralize, and Prevent Anti War and Progressive Ideas and Principals from Entering the Mainstream of Political, Economic, Cultural, and Social Thought. The Impact of “THOUGHT RADIO” is a MOST powerful COUNTER FORCE to the rampaging agenda of Corporate/State Interest.

THEREFORE IT IS THE DUTY, OBLIGATION AND THE RESPONSIBILITY OF THE BOARD OF DIRECTORS OF THE PACIFICA FOUNDATION, AND THE LOCAL BY-LAW COMMITTEES TO RESPOND TO THIS EVER PRESENT REALITY, BY CREATING A PERMANENT SUB-COMMITTEE OF THE PACIFICA FOUNDATION BOARD OF DIRECTORS THAT WILL BE PRIMARILY RESPONSIBLE FOR THE “INTERNAL SAFETY AND INTEGRITY” OF THE PACIFICA FOUNDATION.

(PROPOSED BYLAW ARTICLE)

SECTION 1 “SUB-COMMITTEE FOR INTERNAL SAFETY AND INTEGRITY”: There shall be a Sub-Committee For Internal Integrity which shall be a Sub-Committee of the Board of the Directors of the Pacifica Foundation.

(A) POWER AND AUTHORITY OF THE SUB-COMMITTEE FOR INTERNAL SAFETY AND INTEGRITY: Is authorized and charged with establishing it’s own operational guidelines, structure, and procedures in the execution of it’s responsibility to the Board of Directors in the development, coordination of such systems, activates and practices, as to provide for the internal integrity of the Foundations, Bylaws Mission, employees and volunteers.

(B) DUTIES AND RESPONSIBILITIES: Proactively seek out, investigate, identify and or to prevent such actions, programs, and or activities that seek to impede, and generally seek to destabilize and undermine the Mission, Purpose and functions of The Pacifica Foundation…

(C) COMPOSITION OF THE SUB-COMMITTEE: The Sub-Committee shall be comprised of the Chairperson of the Foundations Board of Directors, the Station Mangers, one elected delegate from each L A B, and one elected representative from the employee Union.

(D) FUNDING FOR THE SUB-COMMITTEE: The Pacifica Foundation Board shall provide the necessary funds to establish, operate, and to conduct the business of the Sub-Committee as in the judgment of the Sub-Committee deems desirable and or important to accomplish it’s directive.

(E) REQUEST FOR INFORMATION: It shall be that The Sub-Committee For Internal Integrity shall provide to any member of the Sub-Committee any and all information upon written request. The requested document(s), use(s), must be clearly stated. The use(s) of the information shall be restricted to the purpose and use(s), stated in the written request.

(F) FINDINGS AND OPEN REPORTING: The Sub-Committee For Internal Safety And Integrity, shall make a quarterly report to the Board Of Directors Of The Pacifica Foundation as to the state of the Internal Integrity Of The Pacifica Foundation. These Reports will be posted, and maintained on the Pacifica National and All Local Station websites.

(G) RESTRICTIONS AND LIMITATIONS: In no case shall The Sub-Committee For Internal Safety And Integrity operate, or seek to create any practices which is or would seem to be in conflict or contest the National Bylaws of the Foundation.

(H) SUNSHINE RULE: All meetings and activities of the Sub-Committee For Internal Safety And Integrity shall be open and available to all members of the Board Of Directors Of The Pacifica Foundation.

***********

“BY THEIR FRUITS YE SHALL KNOW THEM…FOR A GOOD TREE CAN’T BRING-FORTH CORRUPT FRUIT …NEITHER CAN A CORRUPT TREE BRING FORTH GOOD FRUIT; THEREFORE BY THEIR FRUITS YE SHALL KNOW THEM”

comment number 025

name: Bobby Hill
date: 8/21/02
topic: amending the bylaws

Clarification request/comment: 3.h.8 of the Settlement stated the following suggestion to the interim board; "affirm that station managers are responsible for the physical space and the air...(and) that Pacifica's board of directors has the ultimate responsibility for the air.". Draft Two (B) of the bylaws, under Article 6.1(Local Station Boards)b.5., states that "..(LABS) generally supervise the operations and management of the radio station."

Since the settlement offered a suggestion regarding the role and responsibility of the station manager, Draft Two (B) makes no reference to the role of the station manager, and Draft Two (B) also uses the undefined 'generally' when describing the LAB's operational and management supervisory role, the role of the station manager in regards to the air and physical space is unclear, and should be clarified.

Also, I concur with one of the other commentors that Program Councils be mandated for all Pacifica stations. I further recommend that a fourth grouping - unpaid staff - consisting of 3 representatives (consistent with the level of listeners), also be represented on this Council.

comment number 041

name: Osco Thompson
date: 8/24/02
topic: amending the bylaws

Draft C must provide that any bylaws amendments affecting the voting rights of the members must be approved by a vote of the members ... and the voting rights of the members need to be spelled out in the bylaws.

comment number 047

Draft C -- More notice is needed for Bylaws AMendments. Should require at least 30 days notice before board can vote. Otherwise stealth amendments are possible.

comment number 051

name: Sylvia Galvez
date: 8/8/02
topic: board composition

Working draft two seems to be more democratic when it comes to board composition.

comment number 002

I think the second draft formula, in which the national board is composed of the sum of the locally elected boards is much preferable to the draft 1 proposal which allows the elected board members to coopt additional members to the national board. Also it provides an independent basis for local decision making on local issues. However, i think there needs to be an appeal process to the full national board,

comment number 009

name:
date: 8/12/02
topic: Draft two. Nomination of directors

Article Four. Section 3.Nomination of Directors.
(B)Why should a Staff Member be nominated for the office of directors by the signatures of only two staff members?. I think that the staff member has more advantage over the listener sponsor member.I think that both the Staff Member and the Listener Sponsor Member should be nominated for the office of Director by the signatures of (20)Listener-Sponsor Members,and (20)Staff Members.

comment number 011

In Article 4, Section four, “reasonable opportunity” is a phrase destined to take Pacifica back to court. Eliminate it. Substitute something SPECIFIC, such as “at least 10 minutes” of talking time during the meeting in which the removal vote is caste.

comment number 014

I don’t like the non-egalitarian nature of Article 4, Section 3 (b). Staff members ALREADY have influence that is much greater than that of listener-sponsors. There is no reason that that imbalance should be further supplemented by making it EASIER for Staff Members to run for a directorship than a listener-sponsor. Make it HARDER for staff members as a form of “affirmative action,” or make it equal. The easiest way to do this would be to eliminate Section 3 (b).

Article 4, Section 4 is primitive in its requirement of “mail” and need not allow for Proportional Representation within the signal area. ALL of Section 5 should be eliminated. Do members want to obsess about race and gender? Do members want to encourage conflict based on race and gender? Think something that might be appealing as a national model (on that level, proportional representation is generally encouraged on the basis of philosophical party differences, not concentrations of pigment and balance of genitals). Sure, inclusion is important. Let it be earned through rational discourse and action ­ not bureaucratic fiat.

In Article 4, Section 4, instant runoff voting should be MANDATED ­ but instead, it is ignored. Section 4 should encourage internet voting ­ not prohibit it. Internet voting will ultimately cut the costs of postage and calculation. Moreover, this type of voting would be consistent with a lower cost method of distributing Pacifica information. Think “national model,” not “archaic model.”

comment number 016

Draft two.Article Four. Section 3. "Nomination of Directors".(A) I have serious concerns about the nominating process, of listener sponsor members. I think that it will be difficult for a person of color to be nominated,unless she-he is well known at the Station,or with the Local Board.I think the names of the listener sponsor members who want to be nominated, should be in the internet, and all the Pacifica stations and listener sponsor members, should vote for the one they like.If we still do not get enough people of color,then use proportional representation.Gathering (20)signatures, I think, will be a problem.

comment number 023

name: Steve Chessin
date: 8/18/02
topic: board composition

I like Draft 2, but if 90 members is too many, have each LAB elect 3 (for a 15-member board) or 4 (for a 20-member board) of their members to the national board. Terms should be one year each, renewable, and recallable.

Election should be done using Choice Voting (also known as STV), so that one faction of a LAB doesn't end up electing the LAB's entire national delegation.

If LAB membership is terminated for any reason, then so is national board membership, creating a vacancy.

Vacancies, whether from recall or termination, are filled using what the Australians call "countback", where the ballots used to elect the vacated member (preserved from the previous election) are recounted to elect the next person. (I'm oversimplifying here; contact me for details.) This is to prevent a majority faction from recalling a minority faction member and replacing that person with a member of the majority faction.

Alternatively (and this is probably simpler), a vacancy in one position results in a whole new election, including the seats of the members who didn't vacate. Similarly, a "recall" is really a call for a new election, with all the "recalled" members eligible to run. Again, this prevents a majority faction from undoing the results of the PR election.

Diversity of a 15- or 20- member national board can be assured by requiring that each LAB delegation contain at least 1 man, at least 1 woman, at least one person of color, and at least one person not of color. This can be handled by modifying the Choice Voting counting rules, as KPFA has done for its LAB elections.

comment number 029

name: Wade Holland
date: 8/18/02
topic: board composition

As to the argument that a 90-member board would be too unwieldy to respond to a crisis (such as a full frontal assault by a John Ashcroft), I think we are BETTER off with your larger board (the "strength in numbers" argument). Under the Spooner approach, the immediacy of the crisis would be dealt with by the 15-member National Committee -- which would speak and act with the influence of being backed up by an additional 75 board members. 15 people to decisively and expeditiously develop a response to the crisis, and another 75 fully accredited directors to emphasize and magnify the Foundation's response and the pressure that a larger group can bring to bear. Under the Robinson draft, the 15 amorphously-selected directors could easily find themselves all on their own to deal with a crisis (also, how safe are we, especially in the event of a crisis, when as much as one-third of the board consists of at-large members who represent no constituency, other than that of the other directors who selected them?).

comment number 031

name: Sara Shumer
date: 8/19/02
topic: board composition

First I think the national bokard should come from the local boards; but can the local board elect (or select by lost and volunteering) some smaller number to go to the national so that the nationalbokard is not so unwieldly? Second, does the prohibition against government appointment include appointment to such citizen groups as the commissiions in Berkeley. If so you may be losing folks who are active in the variious comunities that Pacifica wants to reach, serve, and involve.

comment number 039

I really think Draft B is preferable. However, Draft C is interesting too. Would suggest combining these approaches to make the Station Committees and the LABs overlapping ... for better communication and station oversight. Should require that the staff director and the 3 listener directors from each station area must all be members of the LAB, so that they will be better informed about the station before being elected to director seat ... and to keep both LAB & board of directors connected and in communication.

comment number 052

name: Edward Taylor
date: 8/29
topic: board composition

Having 90 board members is excessive. Spooner's plan needs to be redrawn to separate out a National "Committee" of 15 or so (2 per Station) from the "Board as a Whole" (the full version) and responsibilities separated as well giving major decisions to the full board and assigning other decisions to the National "Committee".

Then the Full Board needs only to meet (with Airplane Ticket Costs) once a year when the "Committee" may need to meet 3 or 4 times a year.

Since each Station Board (15 of the 90) has local work to do, this is the best possible way to fix a major flaw in her plan.

Edward Taylor

comment number 060

name: susan scott
date: 9/6/02
topic: board composition

people seem to me missing the point of carole's 90 member board. (draft B.) the only way to give full governing authority to the local boards is to have all local board members on the board of directors of the corporation. dave fertig's draft (draft C)will retain the local boards as "advisory" rather than governing boards. but it does have the advantage of a smaller national board. i happen to think that it is not necessary (or advisable)to have each local board founction as a governing board as long as there's a system of built-in national board accountability to local listeners and LABs:

if national board members are nominated by the LAB's from the pool of experienced LAB members but ELECTED by the local membership (rather than by the other LAB members as proposed by dave), i think they will have both the experience and commitment sought in dave's proposal (from their time on the LAB)but will be more accountable to the local listenership. for example, the KPFA LAB could nominate 6 or 8 experienced members and the KPFA membership (listeners and staff) could choose 4 of those ... with 50% being women, and 50% minority or whatever diversity formula we come up with. that way, the local LABs would be sort of a proving ground and apprenticeship program as the same time. i haven't thought thru how staff would be represented, but i definitely believe that they should be assured of places on the LABs and national board (contrary to KPFK bylaws committee draft ) because their perspective is crucial and often different from that of listeners/sponsors. (to me diversity has to do with perspective and which is definted by more than just race/gender/class/ and age.)

comment number 065

name: Sylvia Galvez
date: 9/11/02
topic: board composition

Draft (B)(C),KPFT,WPFW,KPFK and draft 1or (A).Article Four. Directors of the Foundation. Why not choose 15-16-17 leaders for the National Board of Directors from our communities, not just through the mail ballot, but via internet,and use proportional representation too.

comment number 066

in response to carole's proposal -- in some ways it's ingeneous and incredibly well-thought out. but a board of 90 activists is kind of a scary proposition, especially if one is expected to hold down a job while participating on this board! i understand that most functions will be assigned to committees, but you know how controversial issues always spill over. if there were an understanding that ad hoc committees would be formed to deal with specific contraversies (like the amy goodman contract, for example)it may work. but i think listeners may miss the old format of open mikes before a live board of familiar faces and personalities. a 90 member board is going to be so busy trying to answer each other's emails and arranging logistics for meetings, i wonder if they'll have time to hear from the rest of us, much less seriously consider the budget...

another "size" related question i have is what is the quorum mentioned in article 3, section 3? the quorum for a proper election? what about the quorum for a Local Station Board meeting...? and shouldn't there be separate quora(?) for listener-sponsor and staff reps for the LSB and National Committee Mtgs to ensure that there's sufficient staff involvement in major decisions? (especially since staff reps may be particularly time-pressed.)

comment number 004

In Bylaws Draft # 2
I find the notion of 90 members to be excessive. How about 5 in each the LAB and 25 on the National Board. Coordinating a video conference with 90 people ­ or paying for travel for 90 people would seem a burden.

comment number 015

name: Wade Holland
date: 8/18/02
topic: size of the board

I strongly support the Spooner draft, especially the brilliance of having all 90 Local Station Board members be Foundation Directors. It's a startling idea at first to have 90 Directors, but when you think about it you realize that it comes as close as probably is possible to preventing an unfriendly takover from ever occurring again. (I hope the critics of the 90-member board have actually read the Spoorner draft, and are not simply responding to the surprise element). When you read the entire draft, especially the provisions for three key national committees, you see that the supposed drawbacks of so large a board have been addressed and the large board is actually an essential protection against the Board ever again being co-opted by outside interests

comment number 037

name: Sylvia Galvez
date: 8/19/02
topic: size of the board

Draft B.90 directors is fine. 90 minds work better than 14 minds. 90 minds are more creative,and can solve problems easier. I believe that the Foundation will work better with 90 directors. Let us approve this noble idea.

comment number 040

name: Nalini Lasiewicz
date: 8/21/02
topic: size of the board

I have heard suggestions of a Board of 50 members.

It seems to me that a financial impact of such an endeavor must be researched. If there are 3-4 meetings, plus several phone conferences per year, what will that cost?

Sometimes I'm afraid that Pacifica can't yet afford this "great experiment" in a "democratically run radio network."

Before we commit ourselves to a new set of bylaws that might be more expensive than we can even afford, we had better run the numbers and think about our commitments in that light.

Nalini Lasiewicz
Lasiewicz Foundation
P O Box 27725
Los Angeles, CA 90027
tel: 323/668-1811

comment number 042

name: susan scott
date: 8/9/02
topic: the budget function

my other question is regarding the budget function. it seems too disjointed from the rest of the core decision-making, almost as if it were just a clerical function, which of course it's not. only one member of the national committee needs to be on the national budget committee, as i understand it. the others are the treasurers on the LSB's. of course the local treasurers could also be national committee members but they needn't be, so they may be somewhat lacking in the big picture. and because the full board only has a month to approve the budget, i foresee problems (assuming that there will be on-going deficits for a few years and plenty of conflicting demands for the funds that are raised.) perhaps the national committee could preview the proposed budget in august and come up with a proposal for funding the approved national expenses that would be submitted to the full board (i.e. by assigning a specific percentage of local station fundraising proceeds ! or doing special national fundraisers or seeking some kind of outside endowment -- hopefully not CPB!!)

comment number 005

Article Eleven Section 3 has the honorable intent of encouraging transparency. Toward this end, the notion of what “reasonable time” should be specified. For example, it might appropriately be “anytime between 10 am and 5 pm M-F with at least three days advance notice given in writing to the treasurer of the Foundation.”

Article Eleven Section 6 reads as though it were written in 1950. Annual Reports should simply be posted to the web and thereby made available free to anyone who wants them. In that way labor and copying costs would be eliminated while enhancing transparency and preserving resources (time and paper).

comment number 017

Article Fifteen is well intentioned, but should be made more secure. It anticipates and tries to guard against benefit to individuals upon “dissolution of the corporation,” however, ill gotten gains are certainly imaginable short of that mark. Members should be prohibited from realizing gain from the sale of any corporate asset. Additionally, members should be prohibited from voting for any such action that might yield them such gain. The consequence of such corruption ought to be (in part) removal of corporate indemnification. I suggest this section’s name be supplemented and re-conceptualized with the sub-title: “Non-Revolving Doors.”

comment number 018

name: susan scott
date: 8/9/02
topic: diversity issue

again -- looking at carole's proposal. i think the diversity question is handled well, except for programming -- where i think it's a particularly crucial component. i'd suggest the two LSB members selected for the national program committee should include a minority and a woman (can be both).

comment number 006

name: Wade Holland
date: 8/18/02
topic: diversity issue

Diversity Goals: In the Spooner draft in Section 5 of the article on "Directors of the Foundation," it provides that at least 50% of the Directors must be female. With this wording, it's clear that the Board cannot be 51% male and 49% female. However, it can be 100% female and 0% male! I suggest being straightforward and simply provide that the Board must always be 50% female and 50% male (in fact, if we require a 50/50 gender split on each local station board, the full national Board is then automatically 50/50)?

comment number 030

I recommend that you cool it with respect to the diversity issue. I don't think that manadatory quotas work very well. A continuing issue is the appropriate deffinition and participation of an underrepresented catagory. Select your own most despised group and assign a fraction to their representation. Is it greater than zero? I doubt it! I might also point out that some of the worst actors in the recent PACIFICA crisis satisfied conventional diversity criteria. I would rather see an outreach effort into the listener community to engage mission agreable, talented, committed but not fanatical LAB and board members, of any class.

Bill Zschaler

comment number 058

name: John Sheridan
date: 8/9/02
topic: power (local vs. nat'l)

I would like to see Program Councils mandated for all Pacifica stations, consisting of the 3 main existing constituencies of each station: 1 staff, 2 Local Board members and 3 Listeners vetted by the Local Boards.

I think that this would create a workable structure for such Program Councils to work with a fourt constituency: management via the Program Director who would also be an equal voting member of the Program Councils.

This would not be a body independent of the election process, but would partly come out of it, thus would not be in conflict with elections.

To leave such an important body to the whims of the the individual stations or Local Boards seems to me to make it unlikely such a standing body to be created at all.

I don't have a clear conception of the power of Program Councils if they are in conflict say with a National Committee. But I believe these need to be included in the bylaws.

I would hope that diversity criteria that apply to the Boards and hiring would also apply to such Program Councils.

comment number 003

i know the local vs national power issue is the main thrust of carole's proposal, but i think it's also important that the local activist listeners feel connected to the national leadership -- something which may be difficult with so many board members. has anyone considered a "supporting organization" model with separate but related corporations and boards?

comment number 007

name: Carmina Velasquez
date: 8/31/02
topic: power (local vs. nat'l)

Draft 3 (C) I really don't like the station committee stuck off by itself & not connected to the LAB. Poor communication & many other problems of competing bodies will result.

comment number 062

name: Scott "Free" McCandless
date: 9/12/02
topic: power (local vs. nat'l)

It is crucial that the governance structure be designed to leave maximum decision making authority at the local level. This would mean the proportionally represented/IRV/subscriber elected LAB's would run their own station and hold elections for who would be on the national board.

People who apply to be on governance boards should have non-partisan progressive credentials to qualify.

There should only be appointments made in extremely rare cases to any pacifica governance structure.

Stations should run themselves with an eye on expanding the network only once we have our own house in order.

comment number 067

name: Pete Livingston
date: 8/14/02
topic: membership (bad membership Draft 1)

Bylaws Draft # 1
Why is there no definition of how elections are to be conducted?

Why is there an extensive definition asserting that… “(SECTION 1 “DEFINED”) There shall be only one class of members. Any member of a station signal area is a member of The Foundation. “ If that is the definition, do the authors intend to invite non-contributors and non-volunteers to elect the people who will control the resources of those who do contribute and do volunteer? The Draft # 1 definition is frivolously expansive. “Member of the Foundation” needs to be defined by ACTION, NOT GRAVITY.

I fail to see any merit in the creation of “at large” members or the intra board secret ballots. Eliminate this hierarchical designation (SECTION 2 “ELECTION OF DIRECTORS”: In order to be elected, a Director must be nominated and receive the vote of a majority of the station members which s/he represents, unless such Director is classified as an “at large” Director, in which event s/he must be elected be a 2/3 vote of the Board of Directors of the Foundation. Such voting is to be conducted by secret ballot, subject to approval of FCC council, or FCC. Having successfully conducted democratic elections in all signal areas, the Board shall promulgate nationwide rules and regulations to assure uniform, fair and effective election processes for all stations and signal areas.)

comment number 013

name: Osco Thompson
date: 8/24/02
topic: membership

In Draft C -- If the staff members hold separate elections for directors from the listeners, then they need to be a separate category of "members".

comment number 043

How are the staff members defined? What qualifies someone as an unpaid staff member?

How are listener members defined? What qualifies someone as a "sponsor" ... if a minimum amount of contribution, this should be stated or the bylaws should state that the amount may be set by the directors. Also, you need to be able to identify the members at a specific time ... A contribution of $X within a year before the election.

comment number 049

name: Michael Novick
date: 8/10/02
topic: programming and local councils

comments: I think the goals for including people of color and women among programmers and staff need to be asserted in the bylaws (not only for board members) and for local elected programming councils that would have the overall responsibility to improve programming and extend to/attract communities not currently well-served by local stations.

I think a web-casting strategy needs to be further developed for the network as a whole, as part of a strategy for expanding listenership and impact.

Finally, I think an affirmative action provision for youth needs to be developed (not necessarily a quota, but a goal) in programming and elections (not necessarily in hiring, where it might be considered age discrimination).

comment number 010

name: Sylvia Galvez
date: 8/13/02
topic: Article Four. Directors of the Foundation. Section 2"Terms".

Draft 2. Article Four.Directors of the Foundation.Section 2"Terms".(A)I think that directors should serve for only three years.

comment number 012

I have a suggestion which I believe would make the election process much easier for most listener-sponsor voters. That is to require the inclusion of each candidate's 20 nominators on the candidates' statements that accompany the ballot.

In the first two KPFA elections, the candidates' nominators were not included in the ballot material. In each election there was a large number of candidates, most of whom I was unfamiliar with, and most of their ballot statements seemed indistinguishable. I heard some of the the candidates speak on the air, and I attended part of a candidates' forum. Still, I found it difficult to rank the candidates on my ballot (perhaps because most of them sounded very capable and sincere). Both times I ended up giving my ballot to someone I trusted to vote for me.

I believe the voter's decision-making process would be greatly enhanced by the inclusion of nominator/endorsor lists with the candidates' statements. That way, even though individual candidates' names may be unfamiliar, the voter will be able to determine which ones have the support of people s/he trusts and respects. If these lists of endorsers had been included as part of the first two KPFA candidates' statements, I'm sure I'd have felt more confident in filling out my ballot.

By the way, this requirement would also have the effect of causing candidates to think very carefully about the makeup their nominator lists. Rather than collecting the signatures of the first 20 people available, a smart candidate could provide a diverse list of respected supporters -- or, alternatively, a narrow list of respected supporters within one constituency group. Either strategy could be successful in our proportional form of voting.

As a voter, I would not only look to see whom my friends were supporting, but also what kind of support the candidate had from other segments of the community. In this way, requiring the inclusion of nominator lists can also aid in accomplishing the goal of creating a diverse board.

comment number 019

Proposed Provision for the Sale of Assets

One of the most alarming situations to arise last year was the prospect that the former Pacifica Board may have committed to sell one or more stations. Although we got past that crisis, the possibility of sale(s) perpetually exist, particularly under the various ”takeover” scenarios.

Legally, the Pacifica National Board can sell any Pacifica assets (within the framework of some constraints), provided that the action has been approved by the appropriate majority of the Board.

The risk is that the Board may again become dominated by a majority that is misguided, or is the result of a takeover by those who are hostile to Pacifica’s Mission and purpose (the “Nixon Plan,” other government action, religious factions, etc.). Much of the attention currently being devoted to the Election Process, etc. is based on adding protections to prevent a takeover, either from within or from the outside. Should there be a takeover, one of the actions may be to sell Pacifica assets so as to compromise its Mission, purpose and effectiveness. (In other postings, I will be suggesting a combination of protection strategies ­ this posting is only one of the protective components).

Although a sale cannot be legally prevented, conditions may be imposed that would make that action virtually impossible or would set mitigating conditions. One of the components of such a strategy would be to impose the restrictions shown below.

Some of the suggested provisions may be redundant vis-à-vis corporate law and many and it is intended that other complementary protections (such as restrictions on the Board’s ability to change the Bylaws, then vote to sell, etc.) are invited; this is just to express the general concept.

____________________________

SALE (CONVEYANCE) OF PACIFICA ASSETS CONCEPT:

The Pacifica Foundation Board of Directors is hereby prohibited from selling any existing broadcast station(s), or selling or encumbering or conveying any existing or additionally acquired property and broadcasting rights, including pledging, and/or conveying, exchanging or changing broadcasting frequencies and bands, trading, leasing or exchanging broadcasting rights or broadcasting time, or modifying any other broadcasting or other property rights, hereinafter, collectively referred to as “property,” to any other persons and/or entities, at any time, under any circumstances, except under these conditions:

1. any such conveyances, and any change in this Bylaw provision, shall require a 80% approval of the Pacifica Foundation Board of Directors, and 3 out of 5 of the Station Boards, and 60% of the Pacifica subscribers; and,

2. any conveyances of any rights shall be only to other viable, non-profit, continental United States based, American English language, progressive, (not NPR ­ add descriptive language), non-nationwide (except for Internet), broadcasting entity, or entities, that adheres to a Mission and Purpose, similar to Pacifica Foundation’s; and,

3. such conveyances shall be widely disbursed among many various broadcasters whose broadcasting and ownership is exclusively non-commercial, non-religious, non-nationwide, and non-governmental in its organizational structure and its broadcasting; and,

4. any conveyances may not involve any commissions or fees or benefit to any persons, relatives or associates of persons, or entities associated with any aspect of Pacifica Foundation, directly or indirectly, over a five year period prior to and a five year period after the conveyance; and,

5. any conveyance shall include continuous, first refusal options for the repurchase of the station(s) or rights by Pacifica Foundation, under the same terms and conditions as the original sale or conveyance, in the event of any sale by the purchasing party, including any subsequent purchasing parties, throughout a 20 year period; and,

6. any conveyance shall include a provision that should any purchasing entities violate these terms and conditions, the properties shall be remanded to Pacifica Foundation, under repurchase terms of the lesser of the current market value versus the original price, with a payment schedule over a 10 year period, commencing one year following the re conveyance, and/or further disbursed as provided for hereinabove.

Note: a contingency provision would be needed to cover loans, against which pledges may be required.

comment number 020

name: Michael Pimental
date: 8/16/02
topic: Affilliates

I think draft B should be modified to recognize particularly KFCF as a long term "strategic partner"(?) in administration of the "afiilliates network" that for as long as that relationship continues, KFCF should have a place on the national committee.(exoficio voting)

I realize that we would like to give affilliates the ability to "elect" reps but I know that there is no adequate mechanisim that would allow that to happen. Some have suggested the GRC but that is hardly a democratic organization that is even nessecarily a legal entity per se and it hardly represents all the affiliate. It would be exceedingly unfair to force an affiliate to join another organization in order to be represented inside of Pacifica So this is also inadequate in my view

It seems as if affilliates could(should!) be included and be given representation on the national committee(draftB) or perhaps a clause that the national committee could be directed to involve the affilliate organizations to the greatest extent possible in making the decisions that affect them.

That would be easiest and it provides some flexibility in implementation

comment number 022

name: Roger Manning
date: 8/16/02
topic: Public Meetings bylaw

Public Meetings bylaw integrated integrated into Spooner Pacifica bylaws draft. 8-16-02

This revision of the Public Meeting (formally General Meeting) bylaw proposal is integrated into the Spooner draft(B) of proposed Pacifica bylaws. It is striped down from the last version which was put together by Gregory Wonderwheel and most of the recommended policy has been set aside for a written guidelines manual. (These recommendations are included below the bylaw on this page)

The intention of this proposed bylaw is to:
1) To draw more people into each local Pacifica community, hopefully generating more listener-members, volunteer resources etc.
2)To provide greater in-person connectivity between the LOCAL station staff, management, listener-members and listening public.
3)To provide a little structure and insurance so that there are at least a few meetings a year where the public's end of the Pacifica process is the priority.

Roger Manning, NYC
webmaster@wbai.net

---------------
[ also found at:
http://www.wbai.net/gov_gen_mtg_5.0_8-16-02.html ]

ARTICLE SIX
COMMITTEES OF THE BOARD
SECTION 1 "LOCAL STATION BOARDS":

(D) OPEN PUBLIC ADVISORY MEETINGS : In effort to ensure compliance with ARTICLE SIX, SECTION 1, part B-3 above, each Local Station Board (LSB) shall conduct Open Public Advisory Meetings of Pacifica listeners, staff, and management four (4) or more times a year in their station area.
1) The meetings will be publicly announced over the airwaves and the internet at least seven (7) days in advance and broadcast on their respective Pacifica radio stations.
2) The chair of the LSB shall be responsible for scheduling Open Public Advisory Meetings. A formal request for the scheduling of an Open Public Advisory Meeting may be made by any member of the Board of Directors, station staff or any listener-member and must be honored if approved of by a simple majority of the LSB though this approval is not required to schedule an Open Public Advisory Meeting.
3) Open Public Advisory meetings shall be conducted according to the written Operating Guidelines and Procedures regarding Pacifica Public Advisory Meetings.*
4) Open Public Advisory Meetings will be open to the public and any person present may participate in discussion and in any votes conducted regarding non-binding advisory items.
5) Subject to any specific rules adopted by the Station Governing Boards, Robert's Rules of Order (revised edition) shall apply to the proceedings of Open Public Advisory Meetings.

-------------------------------------------------------- --------------------------------------------------------

* Some Suggested Operating Guidelines and Procedures regarding Pacifica Public Advisory Meetings:

A. The chair of Open Public Advisory Meetings shall be appointed by the Station Governing Board for a term and with such other conditions, requirements, or restrictions as provided by the Station Governing Board. The Chair of the meeting will be responsible for reporting to the SGB and the National Board about the meeting.

B.Open Public Advisory meetings should be conducted according to the following:
1.) Be at least 3 hours in length;
2.) Open with a period (of 30 minutes or less) for members of the attending public to add items to the meeting's agenda including proposals for non-binding advisory items (resolutions, requests, or suggestions to national and local boards and management or other entities) to be discussed and voted on later during that meeting;
3.) Give no more than one third of the total time allotted for the entire meeting for the total time of any reports from various Pacifica board members, management and staff and any corresponding question and answer periods;
4.) Provide an opportunity to organize advisory or assistance committees of listeners and staff as a station resource (e.g., for input, fund raising, outreach etc);
5.) If held during an election cycle, provide a reasonable platform for station board candidates to communicate with potential voters.
6.) Facilitate communication regarding proceedings of any recall of local or national board members [defined in Article __ Section __ ];
7.) Facilitate communication of portions of the procedure for binding Listener-member directives [ defined in Article __ Section __ ];
8.) Facilitate discussion and presentation to appropriate boards or committees of concerns and proposals regarding on-air programming; and
9.) Provide educational presentations or information on Pacifica governance and history as appropriate to the agenda.

Wonderwheel's version:http://www.wbai.net/gov_gen_mtg_wondewheel7-25-02.html

Pre-Wonderwheel version:http://www.wbai.net/gov_gen_mtg3.0_4-29-02.html

comment number 024

name: Richard O. Johnson
date: 8/17/02
topic: A few thoughts concerning Draft 1

Art. 4, Sec. 2: I agree with the previous comment objecting to the inherently undemocratic power of the board to appoint "at large" members. The board should have the power to appoint interim members only.

Art. 4, Sec. 4: This provision invites abuse, especially since the director may not have been appointed by the board. Pacifica should take especial care to preserve the rights of directors who may be wrongly accused. There should be the requirement of formal notification of charges, to be followed by a trial after sufficient time to prepare a defense (say, 30 days), with a full hearing and right of representation. "Reasonable opportunity...to protest" the removal is little more than a joke, and well beneath the ideals one expects of Pacifica.

Art. 5, Sec.4: You seem to want the quorum to be a majority of the incumbents, but your language doesn't accomplish that. Under that language, in a board of, say 15 members, "one-half-plus-one" will yield 8.5, and, since the lowest whole number equal to or exceeding 8.5 is nine, you're requiring 9 votes when (I'd guess) all you want to require is 8. The appropriate language is not "one-half-plus-one of..." but "a majority of...".

Art. 6, Sec. 2: Although the reasons are less pressing than for removal of directors, fairness dictates similar protection be accorded officers, and my comments above applying to directors should obtain here as well.

Art. 10, Sec. 6: One wonders why the LAB quorum is set so low. If LAB members cannot commit to attend meetings, they should not serve. A majority vote of a meeting at which only one third are present could represent only about 17% of the LAB membership, hardly a true representation of its views. Instead of this laughably low quorum requirement, there should be a requirement for attendance at meetings, perhaps similar to that for the Pacifica board.

comment number 026

name: Steve Chessin
date: 8/18/02
topic: miscellaneous comments

1. The by-laws will never be perfect, so let go of trying to make them so. There isn't even one "best" set of by-laws. All will have flaws of one sort or another. That's why good by-laws have provisions for amendments. You just need to choose one from the very large set of good by-laws.

2. Don't be afraid of thinking out-of-the-box. I like Carol's 90-member national board, with a 15-member national committee, as it will help prevent a"national vs local" mentality from developing. (I commented on this in a separate email.) (The California Democratic Party has a 3000-member State Central Committee, with a 300-member Executive Board, and it seems to be functioning okay.) If that large a board turns out to be unworkable, as some fear, or if the national programming that all of us want to see doesn't happen, then the by-laws can be amended.

3. It'd probably be good to review the by-laws a year after they've been adopted, to see if the governance structure is indeed working, or if any minor or even major adjustments are needed. I don't know if you want or need to put such a provision into the by-laws themselves. Planning for such a review might calm some of the fears that bad things might get cast into concrete forever and always, and that this is the only chance to get things right.

comment number 028

name: Wade Holland
date: 8/18/02
topic: Board committees

In the Spooner draft, it's going to be confusing to have THE "National Committee," in addition to the "National Program Committee" and the "National Budget Committee." For symmetry and elimination of nomenclature confusion, the first one needs a name that distinguishes it clearly from the other two, such as "National Governance Committee" (or, in place of "Governance" you could use "Corporate Responsibilities" or "Management"; I should think we would want to avoid "National Executive Committee" or "National Steering Committee"). Also, for clarity, I suggest changing "National Program Committee" to "National Programming Committee."

comment number 032

name: Wade Holland
date: 8/18/02
topic: Sale of assets

Let's not rush too quickly into making it virtually impossible to sell a station (Oh! heresy! Heresy! HERESY!). A sale (technically) as part of a frequency swap in a particular listening area might be to our advantage. Let's not forget that had the Berkeley Coop had the courage to sell some outlying, not-viable markets early enough, the core might have been saved, and we wouldn't have had to watch the entire organization go down the drain. Do we really want to dedicate ourselves to, for example, hanging on to every one of the stations without exception, even it means that eventually the entire network goes down in flames? The day may come when fewer viable, core stations are better than five weakened, failing stations. Pacific needs to be carefully protected from a frivolous or venal sale of a station, but not precluded from a sale that is in the best interests of the Foundation as a whole.

comment number 033

name:
date: 8/18/02
topic: Number of stations

The Spooner draft seems to assume that there will always be five stations; addition of a station will require a substantial number of technical amendments to the bylaws. Eliminate as much as possible the references to a specific number of local stations.

comment number 034

name:
date: 8/18/02
topic: KFCF

I agree with Michael Pimental that some special status needs to be developed for KFCF, inasmuch as it essentially extends the KPFA signal into a vast Central California region. I also agree that a better deal for (and inclusion of) the affiliates needs to be developed, based on what is to the mutual advantage of both Pacific and the affiliates.

comment number 035

name: Wade Holland
date: 8/18/02
topic: List nominators with candidates'statements

I endorse Peter Rasmussen's suggestion (for the Spooner draft) that each Local Station Board candidate's statement of qualifications include the names of the people who signed that individual's nomination papers. This could make it easy to quickly identify people who are running as a slate or with a particular common agenda or bias.

comment number 038

name: Osco Thompson
date: 8/24/02
topic: Election Procedures

Drafts A & C do not spell out the election procedures. This vagueness is asking for trouble. The members need to be able to read the bylaws and tell what their voting rights are. This needs to be spelled out in the bylaws so that it cannot be changed without the vote of approval of the members.

comment number 044

Draft C - The 15% minimum voting requirement for valid LAB elections is too high. Most nonprofits have considerably lower ballot returns. Suggest somewhere around 7% for valid election. This could cripple the Foundation's ability to elect LABs and directors if not set low enough.

comment number 045

All three Drafts -- You need an Executive Committee ... otherwise the Executive Director will not be properly supervised between board meetings and will tend to confer only with the Chair. The Executive needs better supervision and an Executive Committee has the duty to keep minutes and inform the rest of the board of its discussions. Without an Executive Committee the full board is not likely to be well informed of or consulted about Foundation activities between board meetings.

comment number 046

Draft C - In the LAB elections, are the staff seats elected by staff members and listener seats elected by listener members, in separate elections? If so, this needs to be spelled out. If not, then election of staff seats is likely to be a "popularity contest" of programmers among the listners, rather than a real representation of staff members' views on the LAB.

comment number 048

Draft C -- How are candidates nominated? "Must receive the nomination and vote" of the members is too vague. Majority vote? Also, you need to authorize cumulative voting or proportional representation specifically in the bylaws if you want some provisions for minority views to get elected.

comment number 050

Please post the bylaws that were forwarded to Carol Spooner on August 12, 2002.

comment number 053

Working draft three requires the Board of Directors to be elected by the LABs, rather than directly by the members.

1. Section 5056 (a) of the California Corporations Code defines a "member" as "any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election of a director or directors...".

2. All of the bylaws drafts define members as those people who contribute to Pacifica, either materially or by labor. Membership, therefore, is not restricted to LAB members.

3. Section 5220(d) of the Corporations Code requires members to approve any bylaw provision which permits directors to "hold office by virtue of designation or selection as provided by the articles or bylaws rather than by election by a member or members."

If I understand those provisions correctly, any bylaws, such as draft three, that require the Board of Directors to be elected by the LABs rather than the members will have to be approved by the members, not just the iPNB and a majority of the LABs. I suspect that such an approval will, in practice, be so difficult for Pacifica to obtain that the bylaws should provide for direct election of Directors by the members.

comment number 054

name: Mike Holland
date: 8/25/02
topic: other

I think it would be a good idea to make sure that the people that work at each radio station have a chance each week to voice their opinions on working conditions at each radio station. I.e.: are they getting paid enough? are they able to organize into unions?

It's important to start right at Pacifica in supporting unions and ordinary workers.

Also, regarding rules for the rulers of Pacifica: There must be rock solid provisions in place that ensure that the people in power at Pacifica cannot hire high-power lawyers like the last bunch did, costing us millions of dollars in expenses. If the Board of Directors have some sort of problem requiring lawyers, they must rely on the legal services of modestly priced legal counselors (not sure how to spell this).

Under no circumstances should the employees of a radio station ever be locked out or or otherwise harrased unless they are clearly deviating from the goal of Pacifica: to broadcast the truth.

These are just some of my ideas. I realize with the size of the Pacifica organization, it is extremely hard to ensure that we consistently broadcast the truth. The best of luck to all of you.

Mike Holland
hollandk@earthlink.net

comment number 055

name: Holly Horne
date: 8/26/02
topic: As indicated in my comments below, whoc follow as the document reads.

Specify terms of Directors before limitation of terms.

Make the quorum a number. If there are 35 Directors, the quorum should be 19, no (1/2 plus one)? "Unanimous written Consent" should still be ratified at the next face-to-face meeting. Are the Guidelines and Operating procedures of the Board available for review? There should be Sanding Committees, such as Program Committee (to advise on programs/content), Outreach (to do outreach to communities) written into the Bylaws. If they are no longer applicable, that section of the Bylaws can be amended, of course. Ideally, it should last.Specify the election procedures for the Local Advisory Boards once again. Again, give LAB quorum a number: if a LAB has ten members, a quorum would be 3, correct? Who will serve if the Chair cannot attend a LAB meeting? Perhaps there should be a vice-chair?

There is no article on membership: who is a member and has voting rights is ***fundamental*** to Bylaws. Those are my general comments, and I thank you for your attention.

Now, if I man, I proopose writing that a member should be a person who contributes either $25.00 to the Pacifica Foundation or signal area, or volunteers X hours of work (maybe 7?).

comment number 056

name: Bill Zschaler
date: 8/27/02
topic: various

Dave Fertigs' draft is the best of the lot. The Board is not too large so as to be unmanagable or contain worthless egos, and is remotely elected by the listenership. I would prefer direct election by the listener area members, but I do understand that participatory democracy needs an attentive, informed polity; which is not evident at present.

The membership deffinition is OK,but i would cut some slack for the truly, hoplessly indigent, if they participate by providing material aid, interview, art, essay, etc to the station. I am not yet convinced about staff participation on the Board. It seems OK at first, but the staff has a great influence on programing now and is , or may be, more concerned with personal advancement than the Mission. A cynical view would be that you are including them to forestall labor problems.

The sop to affiliates is ok, it is like having a customer on an commercial company's board to assure that the product can be sold. However I am more concerned that the Board members have the talent to stay on the Mission, and serve its listenership in a sustainable, responsible, manner.

Although not frequently included in corporation bylaws because the y are administratively inconvienient, Ithink that they should acknowledge that Pacifica is a California Non Profit corporation and is subject to the rqeuirements of that law. This would make it clear to the administration and direction of the corporation where to look for assistance when asked by the membership for membership lists or corporation records.

Finally, in the spirit of open communication , involvement, and informed choice, I recommend that it be a policy of the foundation to promptly post meeting agendas and minutes for the membersip to read, and if necsssary, act upon. (It worked when I read the Mary Francis Berry board minutes---It was clear that the Foundation was in trouble)

Thanks again for assembling your proposal.

Bill Zschaler

Thanks again for assembling your proposal

comment number 057

name: Edward Taylor
date: 8/29/02
topic: AN ELECTED CHAIRMAN OF THE BOARD

topic: other

Since there will be elected Station Boards for each Local Station (I call them Station Boards to separate them from LAB's which are CPB designated) there needs also to be a SIMPLE way for the national electorate to influence National Policy. Thus I propose that while the Local Boards are being elected, a race is held for the National Board Chairman (and President).

Those who run will most likely be sufficiently known by the national listenership that they can make a real choice, and the Board Chairman by setting agenda, and calling meetings, does have a significant influence on policy. Thus this Chairman would be independently elected and if he/she is a present Board Member that seat would have to be filled by appointment by the affected local board (consulting the last election of course).

Edward Taylor

comment number 059

name: Mike Holland
date: 8/30/02
topic: Moving Pacifica HQ to Berkeley

I think it is very important to go thru with the plan to move the Pacifica Headquarters back to Berkeley. So I oppose any measure to keep the headquarters wherever it is now.

Also, all Pacifica meetings should be aired on all the Pacifica network radio stations unless this would be too expensive, in which case, all information about the meeting including when it will be and what was decided there should be posted on this website.

No one should be banned from the Pacifica board meetings.

Thanks,

Mike Holland
San Mateo, CA

comment number 061

name: Edwin Johnston
date: 9/4/02
topic: Poverty waivers?

I've seen mention of memberships available with fee/labor waivers for those who are either incarcerated or disabled, but don't see any mention of waivers for people at or below the federal poverty guidelines.

This is discriminatory.

comment number 063

The Foundation Bylaws should contain several feature that are usually ommitted from commercial or closely held nonprofit corporation bylaws which are crafted to provide minimal restriction and maximum flexibility to a self selected long term CEO (and staff)dominated Board.

The Pacifica Foundation Board seems to be destined to be composed of short term,principled persons without a detailed corporate memory, assisted by an overworked staff.

With this in mind, "the template" contains some items which should be incorporated in the Foundation bylaws to insure that both the board and the members are informed of and by good corporate management.

* The requirement for the complilation and maintenance of Policies and Procedures Manual should be embedded in the bylaws. Too often, board approved policies are entombed in old, voluminous, minutes, from which they are rarely retrieved, and easily forgotten.

*An overlooked, until now, item is the filling of vacant positions. This should be exxplicitly included in the bylaws. So much is specified about the removal of board members through excused/ unexcused absences, petition, death, resignation, etc., that the procedure and conditions of filling a vacancy is a natural sequel.

*Membership lists are initiated by station listening areas (for the most part), but reconciliations of multiple memberships and possible "national memberships" imply the need for a masterlist of Foundation Members, which I presume would be maintained, or at least coordinated and monitored, by the Foundation. This needs to be included in the bylaws. California corporation law provides access to member lists (and other records)under certain conditions. The conditions for such access should probably be reserved to the Foundation and included in the bylaws(being the document most easily accessable to the membership) or in the Policies and Procedures.

* Since elections are required by the Foundation, but, presumably, administered by each