Pacifica Bylaws Draft Document
WORKING DRAFT TWO (B)
the KPFA Subcommittee proposal
PACIFICA FOUNDATION
BY-LAWS WORKING DRAFT TWO (B)
the KPFA Subcommittee proposal
Revised 8/31/02
ARTICLE ONE
IDENTITY AND PURPOSE
SECTION 1. "NAME": The name of this corporation is
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,
as follows:
(a) To establish a Foundation organized and operated exclusively
for educational purposes no part of the net earnings of
which inures to the benefit of any member of the Foundation.
(b) To establish and operate for educational purposes,
in such manner that the facilities involved shall be as
nearly self-sustaining as possible, one or more radio broadcasting
stations licensed by the Federal Communications Commission
and subject in their operation to the regulatory actions
of the Commission under the Communications Act of 1934,
As Amended.
(c) In radio broadcasting operations to encourage and
provide outlets for the creative skills and energies of
the community; to conduct classes and workshops in the writing
and producing of drama; to establish awards and scholarships
for creative writing; to offer performance facilities to
amateur instrumentalists, choral groups, orchestral groups
and music students; and to promote and aid other creative
activities which will serve the cultural welfare of the
community.
(d) In radio broadcasting operations to engage in any
activity that shall contribute to a lasting understanding
between nations and between the individuals of all nations,
races, creeds and colors; to gather and disseminate information
on the causes of conflict between any and all of such groups;
and through any and all means compatible with the purposes
of this corporation to promote the study of political and
economic problems and of the causes of religious, philosophical
and racial antagonisms.
(e) In radio broadcasting operations to promote the full
distribution of public information; to obtain access to
sources of news not commonly brought together in the same
medium; and to employ such varied sources in the public
presentation of accurate, objective, comprehensive news
on all matters vitally affecting the community.
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.
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 two classes of
members: (A) “Listener-Sponsor Members”, and (B)
“Staff Members”.
(A) “Listener-Sponsor Members” shall be any
natural persons who within each of the three preceding 12-month
periods [see end note 1]: (1) has
contributed a minimum $25 donation to any Pacifica radio
station, or such minimum amount as the Board of Directors
may from time to time decide, or has volunteered a minimum
of 3 hours’ work to any Pacifica radio station.
(B) “Staff Members” shall be: (1) any non-management
permanent paid employee of a Pacifica radio station, or
any unpaid worker or volunteer who has worked for any Pacifica
radio station at least 15 hours in the preceding 3 months
or at least 30 hours in the preceding year.
(C) “Single Membership” Membership shall be
determined by radio station area, and each Pacifica Foundation
radio station shall maintain a register of its Listener-Sponsor
Members and Staff Members. In the event that a person qualifies
for membership in more than one radio station area, he or
she shall be entitled to only one membership and shall notify
the Foundation of which radio station area s/he wishes to
be a member. In the event that a person qualifies both as
a Listener-Sponsor Member and as a Staff Member, such person
shall be deemed to be a Staff Member.
(D) Waiver of Requirements. A Local Station Board may
choose to waive the gift requirement for Listener-Sponsor
Membership for reasons of financial hardship for anyone
who, due to incarceration or disability, cannot volunteer
his/her time.
SECTION 2. "RIGHTS":
(A) Amendment of Bylaws. Any amendment of these bylaws
that materially adversely affects the rights of the members,
or any class of members, shall require the vote of approval
of the members, or affected class of members, in order to
be effective. Any amendment of the Foundation bylaws that
changes the number of Local Station Board Delegates or Foundation
Directors, or the manner of election of Delegates or Directors,
shall require the vote of approval of the members, or affected
class of members, in order to be effective.
(B) Amendment of Articles of Incorporation. Any amendment
to the Foundation Articles of Incorporation altering the
purposes of the Foundation shall require the vote of approval
of the Members.
(C) The Members of a radio station area shall have the
right to remove any Delegate elected by them and any Director
elected by the Delegates from their radio station area in
the manner provided in Section 5222 of the California Corporations
Code.
(D) The Members of the Foundation shall have the right
to approve or reject the acquisition or disposition of major
Foundation assets, for example real property or radio licenses.
(E) Nomination of Delegates.
(1) Nominations for the office of local station Delegate
shall open on September 1st of each year and close on
November 1st [end note 2]. Nomination
papers shall be delivered to an independent and neutral
elections coordinator, who shall not hold any elective
Foundation office and who shall not be an employee of
the Foundation, who shall be chosen by each Local Station
Board, by majority vote, to oversee and certify the fairness
of the elections and conformity with these bylaws. Nomination
papers shall consist of the required number of signatures
on a form to be provided by the election coordinator,
a statement of whether the candidate is running for election
as a Listener-Sponsor Member or a Staff Member, and a
statement up to 500 words in length by the candidate which
shall be mailed to the voting members. The names of up
to ten (10) nominators may be listed at the end of a candidate’s
statement. The candidate shall also indicate his/her gender,
and racial or ethnic heritage, i.e., European, African,
Latin American, Native American, Asian, Pacific Islander,
Arab, or declines to state.
(2) Any eligible Listener-Sponsor Member may be nominated
for the office of Delegate by the signatures of ten (10)
Listener-Sponsor Members in good standing.
(3) Any eligible Staff Member may be nominated for the
office of Delegate by the signatures of five (5) Staff
Members in good standing.
(D) Election of Delegates.
(1) The Listener-Sponsor Members for each station area
shall elect twelve Delegates who shall sit on the Local
Station Board. One third of the Listener-Sponsor Delegates
shall be elected annually by mail ballot by the Listener-Sponsor
Members of each radio station [end
note 3], subject to the diversity criteria specified
below. Cumulative Voting is permitted.
The Proportional Representation “Single Transferrable
Voting Method” is permitted and may be utilized
if approved by majority vote of the Local Station Board.
There shall be a 30-day period for return of ballots after
mailing, and the ballots shall be counted and the election
results certified by the Elections Coordinator not later
than December 29th of each year. [end
note 4]
(2) The Staff
Members for each station area shall elect six Delegates
who shall sit on the Local Station Board. One third of
the Staff Delegates shall be elected annually by the Staff
Members of each radio station area by mail ballot [end
note 5], subject to the diversity criteria specified
below. Cumulative voting is permitted. The Proportional
Representation “Single Transferrable Voting Method”
is authorized and may be utilized, if approved by majority
vote of the Local Station Board. There shall be a 30-day
period for return of ballots after mailing, and the ballots
shall be counted and the election results certified by
the Elections Coordinator not later than December 29th
of each year.
| [note:
the following part - Article Three, section 2, D3
- has two different alternatives:
|
first
alternative
(3) Diversity Goals: It is the goal
of the Foundation that a minimum of 50% of the Delegates
shall be racial/ethnic minorities and a minimum of
50% of the Delegates shall be women. To that end,
the candidate pool shall be limited so that the number
of men and women candidates and the number of racial/ethnic
minorities and caucasian candidates shall be equal
within plus or minus one. I.e., if there are 5 women
candidates there can be no less than 4 nor more than
6 men candidates. The Elections Coordinator shall
number nomination papers in the order received and
fill the candidate pool of men and women and racial/ethnic
minorities and caucasians on a first come first served
basis. Thus, if the first three nomination papers
received are from 2 men and 1 woman, no other men
shall be admitted to the candidate pool until nomination
papers are received an additional woman. This provision
shall not apply if the number of candidates is less
than 150% of the number of seats to be filled, in
which case all nominees up to 150% of the number of
seats to be filled shall be qualified as candidates. |
|
second
alternative
(3) Diversity Goals: It is the
goal of the Foundation that a minimum of 50% of the
Delegates shall be racial/ethnic minorities and a
minimum of 50% of the Delegates shall be women. To
that end, in any election of Delegates half the number
of seats to be filled shall be filled by the top vote-getters
who are racial/ethnic minorities and half the number
of seats to be filled shall be filled by the top vote-getters
who are women, regardless of whether or not they are
among the top vote-getters overall. However, for purposes
of applying this rule, no person shall be elected
a Delegate who does not receive at least one-half
(½) the number of votes as the last person
who would have been elected were it not for the diversity
goals. After all the ballots are counted, the election
coordinator shall examine the results to determine
whether the diversity goals for the Local Board have
been met in the aggregate and not just incrementally,
and if they have not been met, then s/he shall look
to see if there are candidates who are minorities
and/or women who received at least half the number
of votes of the lowest vote-getter who would otherwise
be elected, and s/he shall declare them elected in
order of highest number of votes received, replacing
the candidates who would have been elected in order
of lowest number of votes received. For example: if
there are 4 seats to be filled and the top 4 vote-getters
are 3 non-minority men and one minority woman, the
non-minority man with the least votes who would have
been elected will be replaced with the next highest
vote- getter who is either a minority or a woman provided
s/he has obtained at least half of the votes of that
non-minority man being replaced. The elections coordinator
will then examine the results again to see if the
diversity goals for both minorities and women has
been met in the aggregate, and if not, s/he will replace
the next lowest non-minority man who would have been
elected with the next highest minority or woman with
the minimum required number of votes who will fulfill
the diversity goals. |
(F) Fair Campaign Provisions. No Foundation or radio station
management or staff may use air time to endorse or campaign
or recommend for or against any candidate for election to
Station Board Delegate, or give air time to some candidates
but not others. All candidates for election shall be given
equal opportunity for air time, and such air time shall
be specially set aside for candidates statements and questions
and answers from the listeners. No Foundation or radio station
management or staff may give written endorsements to any
listener-sponsor delegate candidates. Neither the Board
of Directors nor any Local Station Board may, as a body,
endorse any candidate(s) for election to the Local Station
Board(s), however individual directors and Local Station
Board Delegates may endorse or nominate candidates.
SECTION 3. QUORUM: For purposes of any election or
written ballot, a quorum of the Listener-Sponsor Members shall
be 10% of those entitled to vote, and a quorum of the Staff
members shall be one-third (1/3) of those entitled to vote,
as of the applicable record date.
SECTION 4. RECORD DATE: The record date for purposes
of determining the members entitled to notice, voting rights,
written ballot rights, or any other right with respect to
any other lawful membership action, shall be 45 days before
the first written ballot or notice is mailed.
SECTION 5. PROXIES: All action taken by Members shall
be taken by the Members personally. The powers of Members
may not be exercised by alternates, by proxy or the like.
ARTICLE FOUR
DIRECTORS OF THE FOUNDATION
SECTION 1. "FOUNDATION BOARD OF DIRECTORS – MEMBERSHIP
ELIGIBILITY, NUMBER, POWERS AND DUTIES":
(A) Defined: The Directors of the Foundation shall be
natural persons who have been elected to the office of Director
as set forth in these bylaws, and are serving as such.
(B) Eligibility:
Any Local Station Board Delegate who is currently serving
and has served at least one year as a Delegate [end
note 6] is eligible to be elected to the office Foundation
Director, and any natural person nominated by a “Pacifica
Affiliate” is eligible to be elected an “at
large” director, provided, however, that the Chair,
Vice-Chair, Secretary and Treasurer of any Local Station
Board may not concurrent hold the office of Foundation Director
and must resign his/her Local Station Board office upon
election to the office of Foundation Director, and provided
further that no person who holds any elective or appointive
public office at any level of government – federal,
state or local – or is a candidate for such office,
or who has held such elective or appointive office within
the preceding 3 years, shall be eligible for election to
the office of Director of the Pacifica Foundation. A Director
shall be deemed to have resigned the office of Director
if s/he becomes a candidate for public office or receives
a political appointment during his or her term as a Director.
This restriction shall not apply to civil service employment
by governmental agencies.
| [note:
the following part - Article Four, section 1, C - has
two different alternatives:
|
first
alternative
(C) Number: There shall be a minimum
of fifteen (15) and a maximum of eighteen (18) directors
of the Foundation. |
|
second
alternative
(C) Number: There shall be a minimum
of fifteen (15) and a maximum of twenty eight (28) directors
of the Foundation. |
(D) Ex Officio Members: The Foundation Executive Director,
the Director of the Pacifica Foundation Archives, and a
Recording Secretary or Chief Financial Officer (if either
or both are appointed) shall be ex officio non-voting members
of the Board of Directors. Ex Officio members shall not
be counted in determining the maximum or minimum number
of Foundation Directors.
(E) 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 or Delegates of the Foundation,
the activities and affairs of the Foundation shall be conducted
and all corporate powers shall be exercised by or under
the direction of the Board of Directors.
(F) Duties: The ongoing duties of the Directors are: to
ensure fulfillment of the purposes of the Foundation as
set forth in the Articles of Incorporation; to ensure compliance
with applicable state and federal laws; to ensure the financial
health of the Foundation by adoption and monitoring of an
annual budget and to oversee an independent annual audit
of the Foundations books and accounts; to ensure regular
communication with the Members at all levels of the Foundation;
to appoint, supervise and remove, employ and discharge,
the Executive Director of the Foundation; 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; to register their
addresses, telephone numbers, and email addresses with the
Secretary of the Foundation. Notices of meetings mailed,
transmitted by telecopier facsimile, or emailed to them
at such addresses shall be valid notices thereof.
SECTION 2. "TERMS":
(A) The term of a Director shall be three (3) years. A
director may serve two (2) consecutive three-year terms.
(B) A Director shall not be eligible for further service
as a Director until one year has elapsed after the termination
of a Director’s second consecutive three-year term.
SECTION 3. "NOMINATION OF DIRECTORS":
(A) Station Representative Directors: Any Delegate serving
on a Local Station Board may nominate any other eligible
Delegate serving on that Local Station Board for the office
of Director.
(B) At Large Directors: The board of directors, or equivalent
governing body, of any “Pacifica Affiliate”
may nominate any eligible natural person for the office
of Director. For these purposes, “Pacifica Affiliate”
is defined as any non-commercial broadcaster -- radio, digital,
internet, or the like – that broadcasts Pacifica programming,
either by permission or by contract with the Pacifica Foundation.
Any Local Station Board may nominate, by majority vote of
the Delegates present and voting, any eligible listener-sponsor
member of the Foundation who is not then serving as a station
board Delegate to the office of Director.
SECTION 4. "ELECTION OF DIRECTORS":
| [note:
the following part - Article Four, section 4, A - has
two different alternatives: |
first
alternative
(A) Station Representative Directors:
Each Local Station Board shall elect from among the
then current Local Station Board Delegates, by majority
vote of the Delegates present and voting, three Directors
to represent that station on the Foundation Board of
Directors, two of whom shall be listener-sponsor members
and one of whom shall be a staff member. These
elections shall take place in January of each year and
be staggered so that one Director is elected by each
Local Station Board each year. [end
note 7] |
|
second
alternative
(A) Station Representative Directors:
Each Local Station Board shall elect from among the
then current Local Station Board Delegates, by majority
vote of the Delegates present and voting, three Directors
to represent that station on the Foundation Board of
Directors, two of whom shall be listener-sponsor members
and one of whom shall be a staff member. In addition,
if a station has more than 10,000 subscribers who have
contributed the minimum amount required for membership,
or more, during the prior twelve months, the Local Station
Board shall elect a fourth Director who shall be a listener-sponsor
member; and if a station has more than 20,000 subscribers
who have contributed the minimum amount required for
membership, or more, during the prior twelve months,
the Local Station Board shall elect a fifth Director
who shall be a staff member. These
elections shall take place in January of each year and
be staggered so that, at most, two Directors are elected
by each Local Station Board each year. [end
note 8] |
(B) At Large Directors: The Board of Directors may, in
its discretion, elect up to three (3) Directors nominated
either by Pacifica Affiliates or by majority vote of three
of the five Local Station Boards, by 3/5ths 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 ten days in advance of the
meeting date.
SECTION 5. "REMOVAL OF A DIRECTOR":
(A) Any Director may be removed by the Board of Directors
at a regular or special meeting by a three-fifths (3/5)
majority vote of all of the members of the Board of Directors,
provided that the grounds for such removal are submitted
with the notice of the meeting and, provided further, that
the said Director shall have a reasonable opportunity at
said meeting to protest his/her removal.
(B) Any Director may be removed by the Delegates of the
Local Station Board that elected him or her at a regular
or special meeting by three-fifths (3/5ths) majority vote
of all the Delegates for that Local Station Board, provided
that the grounds for such removal are submitted with the
notice of the meeting and, provided further, that the said
Director shall have a reasonable opportunity at said meeting
to protest his/her removal.
(C) Upon the petition of fifty (50) of the Members of
the Radio Station area that a Director represents, a Director
may be removed by a majority vote of the Members voting
in a recall election. If recall procedures have not been
established by the Board of Directors, then the Local Station
Board Committee for that station area shall determine the
recall procedures within thirty (30) days of the submission
of a recall petition.
(D) Any Director may be removed automatically for unexcused
absences as set forth in Article Five.
SECTION 6. "VACANCY": If a Director’s seat becomes
vacant for any reason, that seat shall be filled for the remainder
of the term by of the Local Station Board for that station
area.
SECTION 7. "COMPENSATION": Directors shall serve
without compensation except that they shall be allowed reasonable
advancement or reimbursement of expenses incurred in the performance
of their regular duties.
SECTION 8. "RESTRICTION REGARDING INTERESTED DIRECTORS":
(A) 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.
(B) 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,
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
CONFLICT OF INTEREST POLICY
SECTION 1. "EXPLANATION": This conflict of interest
policy (“Policy”) is designed to help directors,
officers, advisors and employees of Pacifica Foundation (“The
Foundation”) identify situations that present potential
Conflicts of Interest and to provide The Foundation with a
procedure which, if observed, will allow The Foundation to
enter into a transaction even though a director, officer or
employee has or may have a Conflict of Interest with respect
to the transaction.
SECTION 2. "DEFINITIONS":
A “CONFLICT OF INTEREST” is any circumstance
described in Section 3 of this Policy, 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, 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 3. "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. For purposes of this Policy, 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 (e.g., The Foundation
contracts for services to be provided by a director’s
child).
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 (e.g., The Foundation makes
a grant to a university where a member of The Foundation’s
board of directors serves on the board of directors).
A compensation arrangement between any entity or individual
with which The Foundation has a contract or transaction
and an Interested Person or Family Member (e.g., The Foundation
makes a grant to a university where a director’s sister
is employed).
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
(e.g., The Foundation makes a grant to a university which
is performing research, for a fee, for a company owned by
one of The Foundation’s directors).
An Interested Person competing with The Foundation in
the rendering of services or in any other contract or transaction
with a third party (e.g., one of The Foundation’s
employees seeks a research grant to write a paper on international
energy issues from a foundation to which The Foundation
has applied for funding).
An Interested Person having a Financial Interest in, or
maintaining a relationship with (for example, as director,
officer, trustee or guardian), an entity or individual that
competes with The Foundation in the Provision of services
or in any other contract or transaction (e.g., one of The
Foundation’s employees serves as director of a new
charity with a mission similar to The Foundation’s).
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 (e.g., a potential
grantee offers one of The Foundation’s employees free
tickets to the World Series).
SECTION 4. "PROCEDURES":
(A) 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.
(B) 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.
(C) 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.
(D) 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 5. "VIOLATIONS OF THE CONFLICT OF INTEREST POLICY":
(A) If the Board or committee believes that an Interested
Person has failed to disclose an actual or potential Conflict
of Interest, it shall inform the Interested Person of the
basis for such belief and afford the Interested Person an
opportunity to explain the alleged failure to disclose.
(B) 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 the member has in fact failed to disclose an actual
or potential Conflict of Interest, it shall take appropriate
disciplinary and corrective action, which might include
removal of a director from a committee or termination of
an employee’s employment.
ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. "TIME AND PLACE OF MEETINGS": The Annual
Meeting of the Board of Directors shall take place in March,
at such times, and places as designated by a majority vote
of the Board of Directors at the previous meeting. The Board
shall also regularly meet in June and September of each year.
All meetings shall occur at a location not farther than 25
miles from the offices of a Foundation radio station, and
the Board meetings shall rotate through the five radio station
areas so that meetings do not take place twice in the same
station area until a meeting has been held in all other station
areas. Directors may attend in person, or by telephone or
video conference, or other electronic means, provided that
all Directors may hear one another, at all times.
SECTION 2. "SPECIAL MEETINGS": Special meetings of
the Board of Directors may be called by the Board Chair, any
two Officers of the Board, or by any five members of the Board.
SECTION 3. "NOTICE": Written notice of every regular
meeting of the Board of Directors, stating the time and place
of said meeting, and the purposes thereof, shall be mailed,
or sent to each member of the Board of Directors by first
class mail, telecopier or email at least thirty (30) days
before any such meeting. Special meetings shall require only
7 days advance notice. All meetings shall be announced in
advance on the air.
SECTION 4. "QUORUM": A quorum at any meeting of the
Board of Directors shall consist of one-third (1/3) of the
duly elected Directors.
SECTION 5. "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 whether or not the absences have been
excused.
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 SEVEN
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. "LOCAL STATION BOARDS": The Directors elected
by the Delegates to represent each station area, together
with the elected Delegates for that station area, shall serve
as a standing committee of the Board of Directors for that
radio station, which shall be known as the Local Station Board.
(A) Power and Authority: By resolution of the Board of
Directors, the Board of Directors may delegate to a Local
Station Board any corporate powers of the Pacifica Foundation
with regard to that radio station, subject to revocation
of that delegated power at any time by the Board of Directors.
Any resolution of or policy adopted by a Local Station Board
may be overridden by majority vote of the Board of Directors.
The powers delegated to one Local Station Board need not
be the same for all Local Station Boards, and delegation
of such power and authority shall be on a case by case basis.
(B) Duties: The ongoing duties of the Local Station Boards
are:
(1) to review and approve the station’s annual
budget prior to submission to the Board of Directors for
approval, and to make quarterly reports to the Board of
Directors of the station’s budget vs. actual income
and expenses;
(2) to recommend to the Executive Director the hiring
of the station General Manager. No station General Manager
shall be hired or fired against the recommendation of
the Local Station Board unless the Board of Directors
approves the action by majority vote. The Local Station
Board shall annually evaluate the station General Manager’s
performance and provide a written report to the Board
of Directors.
(3) to recommend to the General Manager the hiring of
the station Program Director. No Program Director shall
be hired or fired against the recommendation of the Local
Station Board unless the Board of Directors approves the
action by majority vote. The Local Station Board shall
annually evaluate the Program Director’s performance
and provide a written report to the Board of Directors.
(4) to work with station management and staff to ensure
that station policies and procedures for making programming
decisions, and for evaluating programming, are working
in a fair, collaborative and respectful manner to provide
quality programming that fulfills Pacifica’s purposes
and is responsive to the diverse needs of the listeners
and communities served by the station.
(5) to report station board activities regularly, and
no less frequently than quarterly, on the air to the station
listeners.
(6) to conduct at least quarterly “Town Hall”
style meetings devoted to hearing the station listeners’
views, needs and concerns.
(7) to assist in the fundraising activities of the station.
(8) to form open committees to carry on the work of
the Local Station Board so that station listener-sponsor
and staff members may join the committees and assist the
board to the extent appropriate, taking care to keep confidential
personnel, legal and proprietary matters.
(9) to actively reach out to under-represented communities
to help the station serve a diversity of people of all
races, creeds, colors and nations, classes, abilities,
and to reach out to community organizations to help build
collaborative relations with other organizations working
for similar purposes.
(10) to perform community needs assessments, or to see
to it that such assessments are performed by a separate
“Community Advisory Board”, as may be required
as a condition of grants from the Corporation for Public
Broadcasting.
(C) Election of Officers. Each Local Station Board shall
elect a Chair, a Vice-Chair, a Recording Secretary, and
a Treasurer, who shall be elected in January each year for
a term of one year. Each Local Station Board shall also
elect representatives to other committees of the Board of
Directors, as may be required from time to time. None of
the Local Station Board officers may concurrently serve
as a Foundation Director, and if elected to the office of
Director, they shall resign their local Station Board office.
SECTION 2. "EXECUTIVE COMMITTEE": There shall be an
Executive Committee of the Board of Directors consisting of
the Board Chair, Vice Chair, Secretary and Treasurer and such
other Directors as may be needed so that there is at least
one Executive Committee Member from each radio station area
at all times. Executive Committee Members who are not Foundation
officers shall be elected by majority vote of the directors
present and voting. The Executive Committee shall have such
authority as the Board of Directors may delegate to it from
time to time by resolution of the board, and shall meet on
twenty four hours telephone notice to all members from any
Executive Committee member to respond to such matters as may
arise between board meetings as may require their attention.
The Executive Committee may refer the matter to an appropriate
board committee, or may convene a special meeting of the full
board, or may delegate the matter to the Executive Director
for action, as they deem appropriate. Within five days after
any Executive Committee Meeting the Secretary shall circulate
to the full Board of Directors Minutes of the meeting stating
the reason for the meeting, and the action taken by the Executive
Committee.
SECTION 3. "NATIONAL PROGRAMMING COMMITTEE": There
shall be a National Program Committee which shall review and
evaluate the programming of all Pacifica radio stations to
insure that each station is fulfilling the purposes of the
Foundation. The Program Committee members shall consist of
one director from each station area, and two Local Station
Board members from each station area who shall be elected
by their respective Local Station Boards, In the event that
the Program Committee determines that a local station is not
adequately fulfilling Pacifica’s purposes, the committee
shall meet and confer with Executive Director, the Station
Manager, and the Local Station Board for that station to develop
corrective measures and policies, and may make recommendations
for corrective action to the full Board of Directors
SECTION 4. "NATIONAL BUDGET COMMITTEE": The Foundation
Treasurer and the Treasurers of the five Local Station Boards
shall constitute the National Budget Committee, which shall
have the duty to prepare, in consultation with appropriate
national and station staff and other local and national committees,
a recommended annual budget for all Foundation operations
for approval by the Board of Directors in September prior
to the commencement of the next fiscal year. The National
Budget Committee shall issue quarterly “budget vs actual”
reports to the Board of income and expenses for all Foundation
operations.
SECTION 5. "OTHER ADVISORY COMMITTEES": The Board
may establish such other advisory committees as may be needed
to assist the Board in developing plans and initiatives to
further Pacifica’s mission and purposes in areas such
as: membership and organizational development; affiliate relations;
programming for community development, peace and social justice;
financial planning; fundraising and development; technological
and infrastructure development; new station planning; review
of governance structures and procedures. All advisory committees,
whether standing or ad hoc, shall have at least one Director
and two Local Station Board members from each station area.
All committee members shall be elected by majority vote of
the Board of Directors or their respective Local Station Boards,
as appropriate.
ARTICLE EIGHT
OFFICERS OF THE FOUNDATION
SECTION 1. "DESIGNATION OF OFFICERS":
(A) The Officers of Pacifica Foundation shall be a Chairperson
of the Board of Directors, a Vice-Chair, a Secretary, a
Treasurer, and such Assistant Secretaries and Assistant
Treasurers as may be authorized from time to time by the
Board of Directors. The Chairperson of the Board shall not
concurrently hold any other Foundation office.
(B) A Recording Secretary or Chief Financial Officer,
who are not Directors, may be employed by the Board in addition
to the Foundation Secretary or Treasurer. Any such non-Director
officers shall serve at the pleasure of the Board.
SECTION 2. "DUTIES OF OFFICERS": The duties of the
officers of the Foundation shall be set out in board guidelines
and procedures.
SECTION 3. "ELECTION, TERMS, AND REMOVAL OF OFFICERS":
(A) Election of Officers: The Officers of The Foundation
shall be elected bi-annually in even numbered years by the
Board of Directors at the Annual Meeting in March.
(B) Terms of Officers: Officers shall serve for a term
of two years or until the election of their successors,
which ever is later, unless he or she resigns or is removed
or is otherwise disqualified to serve before such time.
No officer may continue to serve as an officer past the
expiration of his/her term as Director.
(C) Removal of Officers: Any officer 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 or her removal.
ARTICLE NINE
OTHER CORPORATE OFFICERS
SECTION 1. "EXECUTIVE DIRECTOR":
(A) The Board shall employ a person designated as the
Executive Director, The Executive Director shall be hired,
supervised and fired by the Board of Directors. In addition,
his or her performance shall be annually evaluated by each
Local Station Board, which may make recommendations to the
Board of Directors.
(B) The Executive Directors shall be the chief executive
officer of the Foundation and shall, subject to the control
of the Board of Directors, supervise and control the affairs
of the Foundation. He or she shall perform all duties incident
to his or her office and such other duties as may be required
by law, by the Articles of Incorporation of this Foundation,
or by these Bylaws, or which may be prescribed from time
to time by the Board of Directors. Except as otherwise expressly
provided by law, by the Articles of Incorporation, or by
these Bylaws, he or she shall, in the name of the Foundation,
execute such deeds, mortgages, bonds, contracts, checks,
or other instruments which may from time to time be authorized
by the Board of Directors.
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, or 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, upon the termination of his/her
Foundation 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, subject to the provisions
of the California Corporations Code.
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 ELEVEN
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. "MAINTENANCE OF CORPORATE RECORDS": The
Foundation shall keep at its principal office in the State
of California:
(A) Minutes of all meetings of the Board of Directors,
of committees of the Board having any authority of the Board,
and, if held, of members, indicating the time and place
of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present
and the proceedings thereof;
(B) Adequate and correct books and records of account,
including accounts of its properties and business transactions
and accounts of its assets, liabilities, receipts, disbursements,
gains and losses;
(C) 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) 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 2. "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 3. "DIRECTORS' INSPECTION RIGHTS": Every director
shall have the absolute 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 corporation.
SECTION 4. "MEMBERS' INSPECTION RIGHTS": Members of
the Foundation shall have the following inspection rights,
for a purpose reasonably related to such person's interest
as a member:
(A) 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.
(B) 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.
SECTION 5. "RIGHT TO COPY AND MAKE EXTRACTS": Any
inspection under the provisions of this Article may be made
in person or by agent or attorney and the right to inspection
includes the right to copy and make extracts.
SECTION 6. "ANNUAL REPORT":
(A) 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 corporation and, upon payment of reasonable copying
costs, to any Member who requests it in writing, which 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;
(5) Any information required by Section 7 of this Article.
(B) The annual report shall be accompanied by any report
thereon of independent accountants, or, if there is no such
report, the certificate of an authorized officer of the
corporation that such statements were prepared without audit
from the books and records of the corporation.
SECTION 7. "ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS":
(A) The Foundation shall attach as an addendum to the
Annual report a statement within one hundred and twenty
(120) days after the close of its fiscal year which briefly
describes the amount and circumstances of any indemnification
or transaction in which the Foundation or one of its Radio
Stations was a party, and in which any Director or officer
of the Foundation had a direct or indirect material financial
interest.
(B) The above statement need only be provided with respect
to a transaction during the previous fiscal year involving
more than ONE THOUSAND DOLLARS ($1,000) or which was one
of a number of transactions with the same persons involving,
in the aggregate, more than ONE THOUSAND DOLLARS ($1,000).
(C) Similarly, the statement need only be provided with
respect to indemnifications or advances aggregating more
than ONE THOUSAND DOLLARS ($1,000) paid during the previous
fiscal year to any director or officer, except that no such
statement need be made if such indemnification was approved
by the Members pursuant to Section 5238(e)(2) of the California
Nonprofit Public Benefit Corporation Law.
(D) Any statement required by this Section shall briefly
describe the names of the interested persons involved in
such transactions, stating each person's relationship to
the corporation, the nature of such person's interest in
the transaction and, where practical, the amount of such
interest, provided that in the case of a transaction with
a partnership of which such person is a partner, only the
interest of the partnership need be stated.
ARTICLE TWELVE
AMENDMENT OF BY-LAWS
SECTION 1. "POWER TO AMEND": Subject to any provision
of law applicable to the amendment of Bylaws of California
public benefit nonprofit corporations, these Bylaws, or any
of them, may be altered, amended, or repealed and new Bylaws
adopted as follows:
(A) Subject to the power of members to change or repeal
these Bylaws under Section 5150 of the Corporations Code,
by approval of two-thirds (2/3) the Board of Directors unless
the Bylaw amendment would materially and adversely affect
the rights of members as to voting or transfer, provided,
however, a Bylaw specifying or changing the maximum or minimum
number of directors, or changing from a fixed to variable
board or vice versa, may not be adopted, amended, or repealed
except as provided in subparagraph (b) of this Section;
provided that the proposed changes have been submitted to
each member of the Board of Directors at least 30 days in
advance with notice of the meeting and provided further
that the right of waiver of notice of meeting shall not
apply, or
(B) By approval of the members of the Foundation voting
by mail ballot.
SECTION 2. "VOTING AND RATIFICATION": In order to
be adopted, any proposed bylaws amendment must receive the
vote of two-thirds (2/3) of the 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. In addition, any bylaw proposed
by the members, or any bylaw requiring the approval of the
members, or any class of members, must be approved by the
affirmative vote of a majority of the votes representing a
quorum of the members, or class of members, as applicable,
voting by written mail ballot.
ARTICLE THIRTEEN
AMENDMENT OF ARTICLES
SECTION 1. "PROPOSING AMENDMENTS": Amendments to the
Articles of Incorporation may be proposed by two-thirds (2/3)
majority vote of the Board of Directors.
SECTION 2. "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
and must be approved by the affirmative vote of a majority
of the votes representing a quorum of the members, or class
of members, as applicable, voting by written mail ballot.
ARTICLE FOURTEEN
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, or other person
connected with this corporation, 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 corporation 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 of this corporation and not otherwise.
ARTICLE FIFTEEN
PARLIAMENTARY PROCEDURE
As to any matter not herein specified, Robert’s Rules
of Order (revised edition) shall apply.
###
End Notes:
1. The three-year requirement for listener-sponsor membership
shall be suspended until January 1, 2006. Through January
1, 2004 Listener-sponsor members shall be eligible to vote
on any matter properly brought to the members if they have
met the minimum contribution or minimum number of volunteer
hours within the preceding 12-month period; through January
1, 2005 Listener-sponsor members shall be eligible to vote
if they have met the minimum contribution or minimum number
of volunteer hours within the preceding two 12-month periods.
[back]
2. For the first implementation of these bylaws, nominations
shall open immediately upon ratification of the bylaws and
shall be open for 45 days thereafter. [back]
3. For the first implementation of these bylaws, the top
twelve vote-getters shall be elected, subject to the diversity
criteria (unless Local Advisory Board members have been “grandfathered”.
[back]
4. For the first implementation of these bylaws, the current
Local Advisory Boards may, by majority vote, select up to
four of their current listener-sponsor members to be “grandfathered”
for a one-year term, and up to four of their listener members
to be “grandfathered” for a two-year term (provided
that 4 are “grandfathered” for a one-year term).
This provision shall not apply to any Local Advisory Board
member added after June 1, 2001, nor to any Local Advisory
Board that has passed a resolution not to “grandfather”
any of its members. Staff members, as defined in these bylaws,
currently serving on Local Advisory Boards may not be “grandfathered”.
[back]
5. For the first implementation of these bylaws, the top
six vote-getters shall be elected, subject to the diversity
criteria. [back]
6. For the first implementation, the one-year eligibility
requirement is waived. [back]
7. In the first implementation of these bylaws, three Directors
shall be elected by the Delegates from each Local Station
Board. The nominee receiving the highest number of votes shall
serve a 3-year term, the second highest shall serve a 2-year
term, and the third highest shall serve a 1-year term. [back]
8. In the first implementation of these bylaws, if a Local
Station Board is electing three directors, then the nominee
receiving the highest number of votes shall serve a 3-year
term, the second highest shall serve a 2-year term, and the
third highest shall serve a 1-year term; and if a Local Station
Board is electing 4 Directors, then the two nominees receiving
the highest and next highest number of votes shall serve 3-year
terms, the next highest shall serve a 2-year term, and the
next highest shall serve a 1-year term; and if a Local Station
Board is electing 5 directors, then the two nominees receiving
the highest and next highest number of votes shall serve 3-year
terms, the next two highest shall serve 2-year terms, and
the next highest shall serve a 1-year term. [back]
Current Election Models Supported By The Various
LABs:
The KPFA Model [top]
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.
[top]
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