Pacifica Bylaws Draft Document
WORKING DRAFT ONE (A)
The WPFW subcommittee proposal
This approach provides for direct election of two members
of the National Board of Directors from each station area
by the listener/contributor/volunteer members from that station
area, and for election of up to 5 “at large” directors
by the National Board of Directors.
The National Board of Directors has oversight responsibility
for all national and local station operations and management,
acting through an Executive Director to be hired and supervised
by the Board of Directors.
Local Advisory Boards of up to 35 members are elected by
the station area listener/contributor/volunteer members.
There are no staff seats on the Local Advisory Boards or
the Board of Directors.
The Local Advisory Boards conduct community needs assessments
and assessments of station programming and policy goals with
regard to mission fulfillment, and advise the station manager.
The Local Advisory Boards participate in the interview process
for station general managers and provide a list of qualified
candidates to the Executive Director.
There is no overlapping membership between the Board of
Directors and the Local Advisory Boards.
PACIFICA FOUNDATION
BY-LAWS WORKING DRAFT ONE (A)
The WPFW subcommittee proposal
ARTICLE ONE
IDENTITY AND PURPOSE
SECTION 1 “NAME”: The name of this corporation
shall be PACIFICA FOUNDATION, and it shall be referred to
in these By-Laws as “The Foundation”.
SECTION 2 “PURPOSE": The purpose of The
Foundation shall be as stated in the Articles of Incorporation.
In order to fulfill the purposes of the corporation as stated
in the Articles, the corporation is composed of a foundation,
a national media network and a collective of semi-autonomous
community-based radio stations.
SECTION 3 “COLLABORATION”: The activities
of the Foundation support a community of listeners, volunteers
and subscribers. Because the basis of the Foundation’s
governance is democratic, and because of the primacy of the
tradition of volunteerism in the Foundation, all of the roles
and relationships within the Pacifica Family should promote
collaborative processes. Both within the structure of governance,
and in the management of the corporation, these By-Laws shall
be augmented wherever possible, by resolutions of the Board
establishing Foundation policies, and implemented through
detailed written Operating Guidelines and Procedures stipulating
practices by which the Board exercises its fiduciary responsibilities
and holds management accountable to the listeners and members.
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 place as the Board of Directors may designate.
SECTION 2 “OTHER OFFICES”: The Foundation
shall also have offices at such 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”: There shall be only
one class of members. Any member of a station signal area
is a member of The Foundation.
SECTION 2 “CRITERIA”: Any person who
has made a financial or volunteer service contribution to
The Foundation, or any of its affiliates, within the past
13 months is a member.
SECTION 3 “RIGHTS”:
Voting rights: Members have the right to elect Directors
of the Foundation and members of the local advisory boards.
Each member may exercise his or her voting rights in one,
and only one, signal area.
Other rights:
ARTICLE FOUR
BOARD OF DIRECTORS OF THE FOUNDATION
SECTION 1 “FOUNDATION BOARD OF DIRECTORS –
MEMBERSHIP ELIBILITY, NUMBER, POWERS AND DUTIES”:
Defined: Members of the Foundation Board of Directors
shall be individuals who have been elected to the Board
of Directors, as hereinafter provided, and are serving as
such.
Eligibility: Any member of the Foundation who is not an
officer , agent, or employee of the Foundation is eligible
to be a director of the Foundation.
Number: There Board of Directors shall consist of two
Directors representing each signal area, and additional
at large members not exceeding 50% of the number of elected
Directors.
Power and Authority: The board is authorized to exercise
any and all corporate powers of the Pacifica Foundation,
particularly those regarding personnel management, allocation
of resources, budgeting and financial management, contracting,
management of Foundation assets, strategic planning and
fundraising and development, programming, technical and
technological development and compliance with federal and
other broadcast rules and regulations.
Duties: The ongoing duties of the Board involve: compliance
with the purposes found in the Foundation’s Articles
of Incorporation; compliance with corporate responsibilities
and state and federal law; ensuring that routine communication
with listeners occurs at all levels of governance; supervision
and operation of Foundation personnel authority for officers,
agents and employees of the corporation; maintenance of
a regular schedule of meetings and execution of Foundation
business decisions as required by the exercise of Board
powers and authority, as above.
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.
SECTION 3 “LIMITATION OF TERMS”: After
having served as a Director for two consecutive three year
terms, such person shall not be eligible for further service
as a Director until one year has elapsed after the termination
of such second consecutive three year term.
SECTION 4 “REMOVAL OF A DIRECTOR”: Any
Director may be removed by the Board of Directors at a regular
or special meeting by a two-thirds vote of all of the members
of the Board of Directors, provided that the grounds for such
removal are submitted with the notice of said meeting and,
provided further, that the said Director shall have a reasonable
opportunity at said meeting to protest his/her removal.
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1 “TIME AND PLACE OF MEETINGS”:
Meetings of the Board of Directors shall take place three
(3) or more times per year, at such times, dates and places
as designated by a majority vote of the Board of Directors
at the previous meeting. The meeting nearest to September
shall be referred to as the annual meeting.
SECTION 2 “SPECIAL MEETINGS”: Special
meetings of the Board of Directors may be called by the Chair
or by a majority vote of the Executive Committee or by a majority
vote of the full Board.
SECTION 3 “NOTICE”: Written notice of
every regular and special meeting of the Board of Directors,
stating the time and place of said meeting, and the purposes
thereof, shall be mailed or delivered to each member of the
Board of Directors at least seven days before any such meeting.
SECTION 4 “QUORUM”: A quorum at any meeting
of the Board of Directors shall consist of one-half-plus-one
of the duly elected Directors. Directors may be physically
present at the meeting, or may participate by telephone or
similar electronic means.
SECTION 5 “ATTENDANCE”: Any Director
who shall have been absent for three consecutive meetings
of the Board of Directors shall be automatically dropped from
the Board unless such absences are excused by a majority vote
of the Board of Directors.
SECTION 6 “ACTION BY UNANIMOUS WRITTEN CONSENT”:
Any action required or permitted to be taken by the Board
of Directors may be taken without a meeting, if all members
of the Board shall individually or collectively consent in
writing to such action. Such written consent shall have the
same force and effect as a unanimous vote of such Directors.
SECTION 7 “PROXIES”: All action taken
by Directors shall be taken by the elected Director personally;
the powers of members of the Board may not be exercised by
alternates, by proxy or the like.
ARTICLE SIX
OFFICERS OF THE FOUNDATION
SECTION 1 DESIGNATION OF OFFICERS: The officers of
Pacifica Foundation shall be a Chair of the Board of Directors,
a Vice-Chair, a Secretary, a Treasurer, and such Vice-Chairs,
Assistant Secretaries and Assistant Treasurers as may be authorized
from time to time by the Board of Directors.
SECTION 2 ELECTION AND REMOVAL OF OFFICERS:
Election of Officers: The officers of The Foundation shall
be elected bi-annually in even numbered years by the Board
of Directors, and shall serve for a term of two years, or
until the election of their successors.
Removal of Officers: Any officers may be removed by the
Board of Directors at any regular or special meeting by
a majority vote of all of the members of the Board of Directors,
provided that the grounds for such removal are submitted
with notice of said meeting, and provided further that said
officer shall have a reasonable opportunity at said meeting
to protest his/her removal.
ARTICLE SEVEN
EXECUTIVE DIRECTOR
SECTION 1 “DEFINITION”: The Board shall
employ a person designated as the Executive Director, who
duties shall be as outlined in the Guidelines and Operating
Procedures of the Board. Generally, the Executive Director
shall serve as the chief executive of The Foundation.
SECTION 2 “OVERSIGHT AND SUPERVISION OF THE EXECUTIVE
DIRECTOR”: Oversight and supervision of the Executive
Director shall be according to the structure provided in the
Guidelines and Operating Procedures of the Board.
ARTICLE EIGHT
COMMITTEES OF THE BOARD
Standing and Ad-Hoc Committees Board of Directors may from
time to time establish, by resolution, committees of its members
for such purposes as are authorized by the corporate law of
the State of California. Such resolutions shall include the
names of Directors who have been chosen by acclamation or
by majority vote to chair such committees, any powers or duties
delegated to such committees, as well the membership of such
committees. The Board Guidelines and Operating Procedures
shall likewise be updated by the Board detailing such committees’
duties, annual reports such committees shall make to the board
and the role of the committee in fulfilling Board governance..
Other Committees The Board may establish advisory committees
to assist it in developing strategic initiatives designed
to bolster Pacifica’s mission and purposes, as found
in the Articles of Incorporation. These committees may include
Foundation members and others. The purpose of advisory committees
would be to help the Board positively impact the Foundation
in areas such as: membership and organizational development;
affiliate relations; programming for community development,
peace and social justice; fundraising and development; technological
and infrastructure development; new station planning.
ARTICLE NINE
GENERAL PROVISIONS
SECTION 1 “RESIGNATION”: Any person may
resign his or her position by written resignation filed with
the Secretary of the Foundation.
SECTION 2 “MEMBERSHIP NOT TRANSFERABLE”:
Membership on the Board of Directors, or any position as 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 EXECUTIVE COMMITTEE, 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 as provided in these Bylaws, upon the termination
of membership, or office-holding position, and, thereafter,
neither the heirs not personal representative of the deceased
members, withdrawing or terminated members, or office-holders,
shall have any claim whatsoever upon the assets of the Foundation,
or any claim whatsoever arising out of said membership or
the holding of said membership or the holding of any office
in the Foundation. No member of the Board of Directors, or
officer of the Foundation, either while such a member or officer,
or upon termination of membership or office, for any reason
whatsoever, shall be entitled to the return of any monies
theretofore paid by her/him or advanced to the Foundation
as a contribution to the Foundation, or any station owned
and operated by the Foundation.
SECTION 4 “NON-LIABILITY OF DIRECTORS”:
Directors shall not be personally liable for the debts, liabilities,
or other obligations of the corporation.
SECTION 5 “INDEMNIFICATION BY CORPORATION 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 this corporation 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, such person
shall be indemnified against expenses actually and reasonably
incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains
a judgment against him or her, then indemnification against
expenses, judgments, fines, settlements and other amounts
reasonably incurred in connection with such proceedings shall
be provided by this corporation to the extent allowed by,
and in accordance with the requirements of, Section 5238 of
the California Non-Profit Public Benefit Corporation Law.
ARTICLE TEN
LOCAL ADVISORY BOARDS
SECTION 1 “LOCAL STATION ADVISORY BOARDS”:
There shall be one Local Advisory Board in each Foundation
radio station signal area.
SECTION 2 “COMPOSITION”: Each Local Advisory
Board shall be comprised of not more than 35 persons nominated
from and elected by Foundation members distributed among the
radio station signal areas, including persons nominated from
the radio station volunteer programmers; and persons nominated
from the radio station paid programmers and staff.
SECTION 3 “LAB FUNCTIONS”: LABs shall
develop written operating Guidelines and Procedures, similar
to those of the Board, in conformity with the Foundation Bylaws
Needs Assessments: Each Local Advisory Board shall conduct
local community needs assessments, relative to station program
goals, station services and significant policy decisions..
Relationship to Station Management: Each Local Advisory
Board shall advise, assess and evaluate the local radio
station and its General Manager on the fulfillment of the
Foundation mission, particularly as it relates to the findings
of its community needs assessments.
General Manager Selection: If the local radio station
General Manager position is vacant, the Local Advisory Board
shall participate in the interview process, and provide
a list of qualified candidates for the position to the Foundation
Executive Director.
SECTION 4 “TERMS”: Local Advisory Board
members may serve a maximum of two consecutive three-year
terms.
SECTION 5 “ELECTIONS”: Local Advisory
Board Foundation member representatives shall be nominated
and elected using the same procedures followed for nomination
and election of the signal area’s representatives on
The Foundation Board of Directors. Local Advisory Board and
Foundation Board of Directors elections may be conducted simultaneously,
so long as nominees for the Board and Local Advisory Board
are clearly differentiated.
SECTION 6 “MEETINGS”:
Frequency: Each Local Advisory Board shall meet as often
as required to accomplish its assigned functions, and no
less than quarterly.
Time and place: The time and place of each meeting shall
be designated by a majority vote of the Local Advisory Board
members. Meetings shall be held in facilities large enough
to accommodate both the Local Advisory Board and interested
public, preferably in the station.
Quorum: A quorum at any Local Advisory Board meeting shall
consist of one third of the members. Members may be physically
present in the meeting room or may participate by electronic
means such as teleconference.
Public participation: Local Advisory Board meetings, excluding
meetings dedicated exclusively to discussion of local radio
station personnel matters, shall be open to the public and
shall include a public comment period of no less than one
half hour.
Public notice: The public shall be notified of each Local
Advisory Board meeting that is open to the public. Four
on-air announcements, made during prime time on the radio
station on four different days prior to the meeting, are
considered to be adequate notice.
SECTION 7 “OFFICERS”: The Local Advisory
Board officers shall include a chairperson / facilitator and
a recording secretary. Officers shall be elected by the Local
Advisory Board members, and shall serve for a term of one
year.
ARTICLE ELEVEN
AMENDMENT OF BY-LAWS
These By-Laws may be amended, altered or repealed in whole
or in part at any meeting of the Board of Directors, provided
that the proposed changes have been submitted to each member
of the Board of Directors with the notice of the meeting and
provided further that the right of waiver of notice of meeting
shall not apply.
In order to be adopted, any proposal must receive the vote
of two-thirds of all the members of the Board of Directors
present and voting or voting by signed ballot received before
the meeting at which the proposal is voted upon convenes.
The Directors voting by mail ballot must attach an exact copy
of the proposal being voted upon to their ballots.
ARTICLE TWELVE
PARLIAMENTARY PROCEDURE
As to any matter not herein specified, Robert’s Rules
of Order (revised edition) shall apply.
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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