Pacifica Bylaws Draft Document
WORKING DRAFT THREE (C)
the Fertig/KPFK Proposal
PACIFICA FOUNDATION BYLAWS DRAFT VERSION “C3”
September 6, 2002
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 "Pacifica".
SECTION 2 "PURPOSE": The purpose of Pacifica
shall be as stated in the Articles of Incorporation, Article
II, reiterated here:
(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 Pacifica.
(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 PACIFICA
SECTION 1 "PRINCIPAL OFFICE": The principal
office and place of business of Pacifica 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": Pacifica 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 PACIFICA
SECTION 1 "DEFINED": There shall be only
one class of Members. Any qualified voting station sponsor
is a Member of Pacifica.. A qualified voting station sponsor
is:
(a) Any specifically identified individual who has paid
a minimum sponsorship of $25 within past year; or,
(b) Any specifically identified individual volunteer who
has volunteered at least 10 hours of work to their designated
station within the past year; or,
(c) Current paid employees of Pacifica; or,
(d) Current unpaid employees of Pacifica: An unpaid employee
is any specifically identified individual who has performed
at least twenty-five (25) hours of assigned work within
the preceding three (3) months or fifty (50) hours of assigned
work within the preceding six months for any Pacifica station,
archives or national office. Confirmation of hours of assigned
work performed is to be provided to the member in writing
by an authorized representative of the entity which assigned
the work.
(e) In order to be a qualified voting station sponsor,
and thus a corporate “member” of Pacifica, one
must designate affiliation with one, and only one, particular
Pacifica station. There is no limit upon non-voting sponsorship
of any other station.
SECTION 2 "RIGHTS": Voting rights: Members
have the right to elect members of the local advisory boards
(LABs) in their designated membership signal area, as provided
herein, and recall LAB members, including those LAB members
who are elected by said LABs onto the Pacifica National Board
(PNB). Each member may exercise his or her voting rights in
one, and only one, signal area.
SECTION 3 “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.
ARTICLE FOUR
BOARD OF DIRECTORS OF PACIFICA
SECTION 1 FOUNDATION BOARD OF DIRECTORS ? MEMBERSHIP,
ELIGIBILITY, NUMBER, POWERS AND DUTIES:
Defined: Members of Pacifica 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 Pacifica is eligible to be a director
of Pacifica.
Number: The Board of Directors shall consist of the following,
totaling twenty-two members:
(a) Fifteen (15) members elected by and from LABs, three
(3) from each LAB, with three (3) year terms;
(b) Six (6) members elected by staff: one (1) elected from
each station, and one (1) elected from the combined staff
of the Pacifica Archives and National Office, each with
one (1) year terms;
(c) One (1) member elected by Pacifica Affiliates, in a
manner designed by them, with one (1) year terms.
(d) It is Pacifica’s stated goal that all boards
(LABs and PNB) be composed of at least one-half women and
one-half people not predominately of European-American descent,
and furthermore that all boards seek to be substantially
diverse in terms of race, gender, sexual orientation, age,
class, and geographical region within applicable signal
areas.
Absences: Any National Board member who misses three consecutive
National Board meetings (unless the absence is excused by
a majority vote of the board during one of the meetings missed)
is automatically removed from the Board;
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 fund-raising
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 Pacifica'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 a member of, and be nominated
and receive the vote of the qualified voting members of, their
respective electing entity. Each electing entity, whether
LAB, station staff, national staff or combined affiliates,
may determine the methodology and electoral scheme for said
designation of representative(s) to the national board, except
as provided herein, and except that said duty to elect may
not be delegated, and provided that the National Board may,
as an amendment to these bylaws and subject to the restrictions
thereon, modify any methodology and electoral scheme for said
designation of representative(s) to the national board.
SECTION 3 "LIMITATION OF TERMS": After having
served as a Director for two consecutive 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 term.
SECTION 4 "REMOVAL OF A DIRECTOR":
By the Electing Body: Any Director may be removed by a two-thirds
vote of that specific body (the particular LAB, Staffs, or
Pacifica Affiliates) which elected him or her to the Board.
Such a Director recall may only occur with the equivalent
amount of notice said electing body requires for any regularly
scheduled meeting of said body, but no less than thirty (30)
days. The grounds for such removal must be submitted with
the notice of said meeting and said Director shall have a
reasonable opportunity at said meeting to object to and argue
his or her recall.
By the Board of Directors: Any Director may be removed by
the Board of Directors at a properly called and noticed 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 object to and argue 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 four (4)
or more times per year, at such times and dates as designated
by a majority vote of the Board of Directors at the previous
meeting. The meeting nearest in time to April shall be referred
to as the annual meeting. The locations of said meetings shall
be chosen to ensure equal rotation among the Pacifica radio
station signal areas and may include, at the board’s
discretion, affiliate radio station signal areas. Said locations
must be chosen to enable attendance by the listenership.
SECTION 2 "SPECIAL MEETINGS": Special meetings
of the Board of Directors, for the purpose of addressing matters
which require attention of the Board prior to the next regularly-scheduled
meeting, may be called by the Chair or by any three (3) members
of the board. Any request for a Special Meeting is to be transmitted
to each member of the board and the Executive Director in
writing, by two of the following methods: post, fax, personal
delivery and/or email.
The topic of said Special Meeting must be publicly announced
as soon as practically possible after the request for said
meeting is received. The Chair is responsible to see that
said announcement is made both on the air and on the Internet,
in a manner reasonably calculated to apprize the sponsor-voters
of said meeting, its purpose, location and schedule, who called
for it and whether it will be an open or closed (executive)
session.
The Special Meeting may not be held less than fourteen (14)
days’ after said meeting is publicly announced unless
the Chair determines that an emergency is found to exist which
renders said notice impracticable. In such an event, the Chair
shall issue, along with notice of said meeting, the reason(s)
why less notice was deemed appropriate. If the board, by majority
vote at said meeting or the next properly called meeting,
deems the notice to have been inadequate, the Chair is overruled
and the meeting is canceled, and any decisions or votes taken
at said Special Meeting are annulled unless to do so would
render Pacifica in violation of law or its own bylaws.
SECTION 3 "NOTICE":
(a) 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 both aired
on each Pacifica Station and posted on the Internet, and
shall be transmitted to each member of the board and the
Executive Director in writing, by two of the following methods:
post, fax, personal delivery and/or email. Said Notice for
regular meetings shall be dispatched at least thirty (30)
days before any such meeting, except in the event of a Special
Meeting the topic of which does not permit of full and timely
notice.
(b) In the event of an emergency said meeting may be held
with less notice, but otherwise under the same constraints
of a properly noticed meeting; provided that any decisions
made therein shall only be effective if the lack of notice
is unanimously waived and the vote ratified in the next
properly called meeting. In the event of such an emergency
meeting, a report must issue within a reasonable time as
to what transpired, that timely notice was unanimously waived
and why it was deemed an emergency.
(c) Unless the emergency session is a properly closed or
executive meeting, all reasonable efforts must be made to
webcast said emergency meetings or otherwise render said
proceedings accessible to the public.
(d) Closed Meetings: Nothing in these Bylaws shall be
construed to prevent the Board or its committees, or the
Local Advisory Boards from holding closed sessions to consider
matters relating to individual employees, proprietary information,
litigation and other matters requiring the confidential
advice of counsel, commercial or financial information obtained
from a person on a privileged or confidential basis, or
the purchase of property or services whenever the premature
exposure of such purchase would compromise the business
interests of any such organization. If any such meeting
is closed pursuant to the provisions of this paragraph,
the organization involved shall thereafter (within a reasonable
period of time) make available to the public, by airing
and posting on the Internet, a written statement containing
an explanation of the reasons for closing the meeting.
SECTION 4 "QUORUM": A quorum at any meeting
of the Board of Directors shall consist of at least one?half
of the number of then-qualified voting Directors. Directors
must be physically present at regularly-called meeting in
order to vote. In the event of special meetings or committee
meetings conducted via electronic media, members may participate
and vote by telephone or similarly effective electronic means
as approved by the board or committee at the time.
SECTION 5 "ATTENDANCE": Any attendance of
less than one half of the total convened time of a given meeting
is deemed an absence from said meeting. Any Director who is
absent for three consecutive regular meetings of the Board
of Directors, unless one of said absences is excused by a
majority vote of the board at that same meeting, shall be
deemed to have voluntarily resigned from the Board upon the
conclusion of the last of said three consecutive meetings.
No advance notice is required but the Chair (or in her absence
the Secretary) shall make an announcement at the conclusion
of the third absented meeting that said member has effectively
resigned.
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.
SECTION 8 “ACCESSIBILITY”: All persons
shall be permitted to attend any meeting of the National board
or Local Advisory Board and no person shall be required, as
a condition to attendance at any such meeting, to register
such person's name or to provide any other information.
All public Pacifica Foundation meetings shall be held in
spaces fully accessible as defined in the Americans with Disability
Act. Properly closed sessions may be held otherwise unless
this would impair access for any individual entitled to attend.
ARTICLE SIX
OFFICERS OF PACIFICA
SECTION 1 DESIGNATION OF OFFICERS: The officers of
Pacifica Foundation shall be a Chair of the Board of Directors,
a Vice?Chair, a Secretary, and a Treasurer.
SECTION 2 ELECTION AND REMOVAL OF OFFICERS:
Election of Officers: The officers of Pacifica shall be elected
annually to one-year terms by the Board of Directors, and
shall serve until the end of said term, until the end of said
member’s regular term of office as a Director, until
election of his or her successor, or until his or her resignation,
whichever comes first.
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 proper
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 Pacifica.
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
There is no Executive Committee unless these Bylaws are properly
amended by the next PNB to create one.
There are three Standing General Committees: Finance; Personnel;
Governance and Elections. Additional Standing Committees may
be created by majority vote of the Board of Directors. Each
Standing Committee shall, unless otherwise provided by the
board, have at least: one Director from each signal area;
one Director from Staff; One Director from Affiliates.
There are Seven Standing Area Committees: One Station Committee
(SC) for each of the currently five (5) Station Signal Areas
(with each committee including the four Directors from its
respective signal area); One for Affiliate Relations (including
the Director elected by Affiliates at least and one Director
from each Signal Area) ; One for Archives and National Programming
(including the Director elected by Archives and National Staff
and at least one Director from each signal area.)
Standing and Ad?Hoc Committees: The Board of Directors may
from time to time establish, by resolution, committees of
its members for such purposes as are authorized by law. Such
resolutions shall identify any powers or duties to be delegated
to said committees. The names of Directors who are chosen
by acclamation or by majority vote to occupy such committees
shall be immediately announced. The Chair may designate committee
Chairs, however any Committee may by majority vote designate
its own Chair. 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
as authorized by law to assist the Board in developing plans
and initiatives to further 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 in areas such
as: membership and organizational development; affiliate relations;
programming for community development, peace and social justice;
financial planning; fund-raising and development; technological
and infrastructure development; new station planning, etc.
ARTICLE NINE
GENERAL PROVISIONS
SECTION 1 "RESIGNATION": Any person may
resign his or her position by written resignation filed with
the Secretary of Pacifica.
SECTION 2 "MEMBERSHIP NOT TRANSFERABLE":
Membership on the Board of Directors, or any position as Officer
of Pacifica, 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 PACIFICA":
Membership on the Board of Directors, or the holding of any
office in Pacifica, shall cease and terminate upon the death
of the Director, upon his/her withdrawal as provided in these
Bylaws, upon the termination of membership, or office?holding
position, upon lapse of eligibility or membership in a class
from which the Director was elected (e.g., as a LAB or Staff
member), 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 Pacifica, or any claim whatsoever arising out of
said membership or the holding of said membership or the holding
of any office in Pacifica. No member of the Board of Directors,
or officer of Pacifica, 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 Pacifica as a contribution
to Pacifica, or any station owned and operated by Pacifica.
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.
SECTION 6: FINANCIAL REPORTS: Pacifica Foundation
and each station and the archives shall maintain for public
examination (and post on the Internet) copies of current annual
financial and audit reports.
SECTION 7: NO PECUNIARY GAIN: No Director or LAB member,
or his or her immediate family, (except for paid Pacifica
staff), may profit or gain any material consideration in exchange
for any acts or omissions performed by said LAB member or
Director in the course of his or her duties. This does not
affect any volunteer, LAB or Director’s right to receive
reimbursement for expenses reasonably and necessarily incurred
in furtherance of his or her duties, subject to approval of
the Executive Director or his or her authorized representative.
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 (LAB) shall be comprised of not more than twenty-four
(24) voting members including up to sixteen (16) persons nominated
from and elected by qualified voting Members within the particular
area signal area, two (2) persons elected by and from paid
staff, and six (6) persons elected by and from unpaid staff.
The applicable signal area radio station General Manager shall
automatically hold a non-voting seat, ex officio.
SECTION 3 "LAB FUNCTIONS": LABs shall develop
written operating Guidelines and Procedures, similar to those
of the Board, in conformity with Pacifica Bylaws and also
on any matters not encompassed by these Bylaws.
SECTION 4: “TRANSITIONAL PROVISION: RETAINED LAB
MEMBERS”:
(a) Retention of eight LAB members upon transition to Elected
Body: This provision only applies to the first elections
to occur for membership to those LABs which have not previously
been subject to election, and after that first election
this provision becomes void: at a time within sixty (60)
days prior to the opening of the first nominations for elected
membership upon said LABs, the current LAB members shall
hold a vote by LAB members naming eight (8) of said current
LAB members to become members of the to-be-elected LAB,
said initial terms not to exceed one year. These “retained”
LAB members may stand for re-election to the immediately
subsequent and full term, but must wait one year thereafter
before being seated for any following subsequent terms of
membership on the LAB.
(b) Needs Assessments: Each Local Advisory Board shall
conduct local community needs assessments, relative to station
program goals, station services and significant policy decisions.
(c) 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 Pacifica
mission, particularly as it relates to the findings of its
ascertainment and community needs assessments.
(d) General Manager Selection: If the local radio station
General Manager position is, or is expected to be, vacant,
the Local Advisory Board shall participate in the search
and interview process, and, in conjunction with the applicable
Station Committee shall develop and provide a list of qualified
candidates for the position to Pacifica Executive Director.
If the Executive Director does not select a candidate from
that list, no selection will be made except from a list
subsequently derived by the applicable Station Committee
and Local Advisory Board. The Station Committee may veto,
rescind or terminate the employment of a Station Manager,
subject to the same procedural constraints, if any, upon
the Executive Director to do the same.
(e) Additional Roles: The Local Advisory Boards may be
called upon to assist in the review, assessment and development
of all PNB and local policy, as well as personnel and fund-raising
matters as may be requested by the general manager, executive
director and National Board. The LAB may also perform any
function or endeavor otherwise permitted by law.
SECTION 5 "TERMS": After having served as
a Local Advisory Board member for two consecutive three year
terms, such person shall not be eligible for further service
as a LAB member until one year has elapsed after the termination
of such second consecutive three year term.
SECTION 6 "REMOVAL OF A LAB MEMBER": By
the Electing Body: Voters may recall LAB members in their
signal area as follows:
(a) 300 (or 2.5% of total, whichever is less) signal area
voting Members sign a petition for recall, to warrant recall
vote; and,
(b) Recall vote must have voter participation of at least
15% of all valid signal area voters; and,
(c) 66% vote in favor of removal in order to recall LAB
member(s).
By the Local Advisory Board: Any LAB member may be removed
by the LAB at a properly called and noticed regular or special
meeting by a two?thirds vote of all of the members of the
LAB, provided that the grounds for such removal are submitted
with the notice of said meeting and, provided further, that
the said LAB member facing recall shall have a reasonable
opportunity at said meeting to object to and argue against
his/her recall.
SECTION 7 "ELECTIONS": Each LAB election
must achieve participation of at least fifteen percent (15
%) or higher threshold of all Members (those sponsors eligible
to vote in that signal area.) The specific level of necessary
minimal participation is to be determined by the respective
LABs. The election shall be by mail, and ballots shall be
collected for thirty (30) days.
If after thirty days (30) of voting the stated minimum level
of participation by voting of Members is not achieved, the
election period is extended in one-week increments until the
end of the one-week-increment within which the minimum participation
threshold is reached.
Within twenty-four hours of reaching that minimum participation
threshold, the local Pacifica Station shall air and post on
the Internet announcements that the elections shall be closed
at the end of said one-week-increment.
Said election scheme must contain:
(a) A form of proportional voting and representation,
which may also include Single Transferable Vote;
(b) A mechanism to prevent voter fraud.
SECTION 8 "MEETINGS":
(a) Frequency: Each Local Advisory Board shall meet as
often as required to accomplish its assigned functions,
and no less than quarterly.
(b) 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.
(c) Quorum: A quorum at any Local Advisory Board meeting
shall consist of at least fifty percent (50%) of the currently
seated voting members. Members must be physically present
in the meeting room to vote, although general participation
by electronic means such as teleconferencing is allowable
for purposes of discussion.
(d) 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.
(e) Public notice: The public shall be notified of each
Local Advisory Board meeting that is open to the public.
At least ten day’s notice shall be given. 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 9 "OFFICERS": The Local Advisory
Board officers shall include a chairperson / facilitator and
a recording secretary. Officers shall be selected by majority
vote from and by the Local Advisory Board members, and shall
serve for a term of one year or until the end of said LAB
member’s elected term, whichever is first.
ARTICLE ELEVEN
AMENDMENT OF BY?LAWS
SECTION 1: 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 proper and ordinary
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;
EXCEPTING that the following bylaw constraining alteration
of that portion of the Pacifica Articles of Incorporation
which reflect the mission of Pacifica cannot be modified except
as follows: By an affirmative vote of seventy-five percent
(75%) of the then-seated Directors, and ratification, by two-thirds
(2/3) vote in each of at least three of the five LABs (or
three-fifths (3/5) of all Pacifica LABs if more than five
LABs are then properly constituted.)
SECTION 2: The Articles of Incorporation of Pacifica pertaining
to the purpose and mission of Pacifica may not be amended
or modified, except as provided above.
SECTION 3: Any proposed bylaws amendment that materially
adversely affects the rights of the members, or any class
of members, must be approved by a majority vote of said quorum
of the members, or class of members, as applicable, in the
manner and method by which said members are regularly permitted
to exercise said voting power.
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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