Pacifica Bylaws Revision the KPFK Draft
aka Draft 4
THE UNITY PROPOSAL
FORGED AT THE L.A. AREA BYLAWS CONVENTION ON SEPTEMBER 7
& 8, 2002, SPONSORED BY THE KPFK BYLAWS SUBCOMMITTEE,
PACIFICA ACCOUNTABILITY COMMITTEE, AND MEMBERS OF THE FREE
PACIFICA NEIGHBORHOOD NETWORKS AND THE KPFK LOCAL ADVISORY
BOARD
PACIFICA FOUNDATION
BY-LAWS DRAFT
THE KPFK UNITY PROPOSAL
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 “PURPOSE”: The purpose of The
Foundation is as stated in Article II of the Articles of Incorporation.
SECTION 3 “COLLABORATIVE RELATIONS”:
(A) The activities of the Foundation are supported by communities
of listeners, volunteers, employees and contributors. 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 communities should promote collaborative processes,
where to the greatest extent practicable, all affected persons
are consulted and given an opportunity to be heard, both
within the structure of governance, and in the management
of the Foundation. These By-Laws shall be IMPLEMENTED 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 of Directors exercises its fiduciary responsibilities
and holds management accountable to the communities it serves.
(B) EACH STATION SHALL BROADCAST A MONTHLY 2-HOUR PROGRAM
TO DISCUSS PACIFICA GOVERNANCE MATTERS.
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”: Members” shall
be any natural person who within the preceding 12 months:
(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, and
(2) has returned a signed membership registration card stating
that he or she has read and supports the purposes of the Pacifica
Foundation. The registration card shall have printed on it
the purposes of the Pacifica Foundation and shall be mailed
to persons eligible for membership upon receipt of the minimum
donation or volunteer hours worked.
[The KPFK bylaws subcommittee voted not to have staff as
a class of members but not to prevent staff from becoming
members. Here is a 'minority report'
regarding this issue.]
(B) Membership shall be determined by radio station area,
and each Pacifica Foundation radio station shall maintain
a register of its 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.
(D) Waiver of Requirements. A Local Station Board may choose
to waive the gift requirement for Membership for reasons of
financial hardship for anyone who, due to incarceration or
disability, cannot volunteer their time.
SECTION 2 “RIGHTS”:
(A) Election of Directors. (1) The Members for each station
area shall have the right to elect SIX (6) Directors FROM
THEIR STATION AREA, who shall sit on the NATIONAL Board
of Directors. [KPFK bylaws subcommittee strongly believes
that Directors should be elected by Members, not by Station
Board directors.]
[KPFK bylaws subcommittee strongly believes that staff positions
on the NATIONAL board are an inherent conflict of interest
and should not be permitted, therefore we have limited the
number of staff directors, which are appointed.]
(B) Amendment of Bylaws. Any amendment of the Foundation
bylaws, shall require the vote of approval of the members,
in order to be effective, AS SPECIFIED IN ARTICLE FOURTEEN.
(C) Amendment of Articles of Incorporation. Any amendment
to the Foundation Articles of Incorporation shall require
a vote of approval of the Members.
(D) The Members of a radio station area shall have the
right to recall any Director elected by them.
(E) MEMBERS SHALL HAVE A RIGHT TO ATTEND ALL BOARD AND
COMMITTEE MEETINGS, EXCEPT THOSE CLOSED FOR HEARING PERSONNEL
MATTERS, AND TO SPEAK DURING THE PERIOD TO BE SET ASIDE
FOR MEMBER COMMENT.
(F) MEMBERS SHALL HAVE THE RIGHT TO ADD AGENDA ITEMS TO
THE LOCAL STATION BOARD MEETINGS FOR DISCUSSION AT THE FOLLOWING
MEETING EITHER BY THE WRITTEN REQUEST OF TWELVE (12) MEMBERS
IN ATTENDANCE AT A MEETING OR BY TWENTY MEMBERS’ SIGNATURES
ON A PETITION.
(G) MEMBERS SHALL HAVE THE RIGHT TO HAVE LOCAL STATION
BOARD MEETINGS RECORDED AND AVAILABLE TO THE MEMBERS FROM
THE PACIFICA ARCHIVES AND SHALL BE ARCHIVED ON THE STATION
WEB SITE.
(H) MEMBERS SHALL HAVE THE RIGHT TO A MONTHLY BROADCAST
REPORT TO LISTENERS BY THE LOCAL PROGRAM COUNCIL.
(I) MEMBERS SHALL HAVE THE RIGHT TO FUNDRAISING REPORTS,
INCLUDING THE TOTAL RAISED BY THE EVENT, COSTS AND NET PROCEEDS
TO BE AVAILABLE ON THE STATION WEBSITE IN A TIMELY MANNER.
(J) MEMBERS SHALL HAVE THE RIGHT TO HAVE THE STATION BUDGET,
INCLUDING SALARIES (TO THE EXTENT PERMITTED BY LAW), MADE
AVAILABLE ON THE STATION WEB SITE IN A TIMELY MANNER.
(K) MEMBERS SHALL HAVE THE RIGHT TO HAVE A REGULAR MONTHLY
LOCAL PROGRAM OF UNSCREENED CALL-INS ON: (1) PROGRAMMING
ISSUES; AND (2) ANY OTHER TOPIC THE CALLER WISHES TO DISCUSS.
(L) EACH PACIFICA STATION SHALL HOLD MONTHLY COMMUNITY
TOWN HALL MEETINGS DESIGNED TO GATHER COMMUNITY INPUT ON
STATION MATTERS, TO CRITIQUE CURRENT AND PROPOSED PROGRAMMING,
AND TO CREATE OPPORTUNITIES FOR LISTENERS TO BECOME MORE
INTEGRATED POLITICALLY, SOCIALLY, AND CULTURALLY. SUCH MEETINGS
SHALL BE HELD THROUGHOUT THE LISTENING AREA, ESPECIALLY
IN POOR COMMUNITIES AND COMMUNITIES OF COLOR, AND WILL BE
BROADCAST LIVE AND IN THEIR ENTIRETY OVER EACH LOCAL STATION'S
SIGNAL.
SECTION 3 “QUORUM”: A quorum of the Members
shall be 10% of those entitled to vote as of the applicable
date of record.
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
DIVERSITY GOALS
SECTION 1 “DIVERSITY GOALS”: It is the
goal of the Foundation that a minimum of 50% of the Directors
shall be racial/ethnic minorities and a minimum of 50% of
the Directors shall be women.
SECTION 2 “ELECTIONS”: Every elected body
in the Foundation [including its stations] is subject to diversity
goals. 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 Director 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 have
been met, 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 have been 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 four seats to be filled and the top four vote-getters
are three 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. The elections coordinator will then
examine the results again to see if the diversity goals for
both minorities and women has been met, 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.
ARTICLE FIVE
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 Members
of the Foundation who have been elected to the NATIONAL
BOARD FROM AMONG THE LOCAL STATION BOARD, by the Members
of the local station areas.
(B) Eligibility: Any Member of the LOCAL STATION BOARD
WHO HAS BEEN A MEMBER OF SAID BOARD FOR ONE YEAR [to provide
experience before going to the national board] is eligible
to be elected a Director except that no person who holds
any political or governmental elective or appointive office
at any level of government - federal, state or local - or
is a candidate for such office, or who has held such office
within 3 years, shall be eligible for election to the office
of Director of the Pacifica Foundation. A Director must
immediately resign the office of Director if s/he becomes
a political candidate 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.
No staff person shall serve as a National Director. Staff
is defined as paid and unpaid personnel who perform the
regular, daily functions in the radio stations; employees
of the National Finance Office, the National Archives, the
Pacifica National offices; independent producers for Pacifica;
and on-air hosts with regularly scheduled programs.
(C) Number: The Pacifica Foundation shall have THIRTY
(30) Directors.
(D) Ex Officio Directors: 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.
(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, if any, of this corporation,
the activities and affairs of this corporation 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 National Board are
to:
(1) ensure compliance with the purposes of the Foundation
as set forth in the Articles of Incorporation;
(2) ensure compliance with corporate responsibilities
and state and federal law;
(3) ensure regular communication with the Members at
all levels of governance;
(4) appoint, supervise and remove, employ and discharge,
the Executive Director of the Foundation;
(5) 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;
(6) register their addresses, telephone numbers, and
email addresses with the Secretary of the Foundation.
Notices of meetings mailed, transmitted by telecopier
facsimile, or emailed WITH RECEIPT REQUESTED to them at
such addresses shall be valid notices thereof; and
(7) ensure the execution of Foundation business decisions
as required by the exercise of Board powers and authority,
as above.
(G) COMMITTEES OF THE NATIONAL BOARD: THE NATIONAL BOARD
SHALL HAVE TWO (2) STANDING COMMITTEES: 1) A NATIONAL ADMINISTRATIVE
COMMITTEE ; AND 2) A NATIONAL PROGRAMMING COMMITTEE. THE
COMPOSITION OF THE TWO STANDING COMMITTEES IS DETERMINED
BY THE NATIONAL BOARD.
(1) NATIONAL ADMINISTRATIVE COMMITTEE:
i. DUTIES AND POWERS. THE DUTIES AND POWERS OF THE NAC
SHALL BE:
1. TO ADVISE ON COMPLIANCE WITH THE PURPOSES OF THE
FOUNDATION AS SET FORTH IN THE ARTICLES OF INCORPORATION;
2. TO ADVISE ON COMPLIANCE WITH CORPORATE RESPONSIBILITIES
AND STATE AND FEDERAL LAW;
3. ENSURE REGULAR COMMUNICATION WITH THE MEMBERS
4. TO ADVISE ON THE APPOINTMENT, SUPERVISION AND REMOVAL,
EMPLOYMENT AND DISCHARGE, AND EXCEPT AS OTHERWISE PROVIDED
IN THESE BYLAWS, ADVISE ON THE DUTIES AND THE COMPENSATION
OF THE EXECUTIVE DIRECTOR OF THE FOUNDATION;
5. GENERALLY SUPERVISE THE MANAGEMENT AND OPERATIONS
OF FOUNDATION PERSONNEL TO ASSURE THAT THEIR DUTIES
ARE PERFORMED PROPERLY;
6. MEET AT LEAST QUARTERLY, BY ANY MEANS, SUCH AS
CONFERENCE TELEPHONE CALL WHICH WILL ALLOW THE COMMITTEE
TO CONFER AS A BODY, AT SUCH REGULAR TIMES AND PLACES
AS THEY SHALL DETERMINE AND TO MEET AT SUCH OTHER TIMES
AS IS NECESSARY WHICH MEETING SHALL BE HELD ONLY AFTER
ADEQUATE NOTICE IS GIVEN TO ALL COMMITTEE MEMBERS IN
ORDER TO CARRY OUT THE DUTIES OF THE NATIONAL ADMINISTRATIVE
COMMITTEE;
7. ADVISE ON THE EXECUTION OF FOUNDATION BUSINESS DECISIONS
CONCERNING NATIONAL INITIATIVES, AS REQUIRED BY THE
EXERCISE OF BOARD POWERS AND AUTHORITY, AS ABOVE.
8. TO PREPARE AN ANNUAL BUDGET FOR THE FOUNDATION,
INCLUDING ALL FIVE RADIO STATIONS, THE PACIFICA ARCHIVES,
THE NATIONAL ADMINISTRATIVE OFFICE, NATIONAL PROGRAMMING,
AND ALL OTHER FOUNDATION OPERATIONS. PROPOSED BUDGETS
FOR THE FIVE RADIO STATIONS SHALL BE SUBMITTED TO THIS
COMMITTEE BY THE LOCAL STATION BOARDS, AS WELL AS BUDGETS
FOR ALL NATIONAL PROGRAMS AND DEPARTMENTS, IN JUNE OF
EACH YEAR. THE NAC, IN CONSULTATION WITH APPROPRIATE
ACCOUNTING AND MANAGEMENT STAFF AND THE LOCAL STATION
BOARDS, SHALL MAKE SUCH ADJUSTMENTS AS THEY DEEM APPROPRIATE
AND SHALL PREPARE A FINAL PROPOSED BUDGET FOR ADOPTION
BY THE BOARD OF DIRECTORS, BY MAJORITY VOTE OF THE DIRECTORS
PRESENT AND VOTING IN A QUORUM AT THE SEPTEMBER MEETING
OF THE BOARD OF DIRECTORS. [THE ANNUAL FOUNDATION BUDGET
IS TO BE APPROVED NO LATER THAN SEPTEMBER 30TH EACH
YEAR, PRIOR TO COMMENCEMENT OF THE FISCAL YEAR ON OCTOBER
1ST.]
9. TO SUBMIT AT LEAST QUARTERLY TO THE FULL BOARD OF
DIRECTORS A REPORT OF ACTUAL INCOME AND EXPENSES VERSUS
BUDGETED INCOME AND EXPENSES, WITH AN EXPLANATION OF
ANY MAJOR DISCREPANCIES. THE BUDGET SHALL ALSO SPECIFY
A MAXIMUM EXPENDITURE THAT MAY BE MADE WITHOUT SPECIFIC
APPROVAL OF THE BOARD OF DIRECTORS.
ii. MEETINGS. ALL NAC MEETINGS SHALL BE OPEN TO THE
PUBLIC EXCEPT AS PROSCRIBED BY LAW. THE EXECUTIVE DIRECTOR,
THE CHIEF FINANCIAL OFFICER, AND THE RECORDING SECRETARY
SHALL ALSO BE PRESENT AT NAC MEETINGS AS NON-VOTING PARTICIPANTS.
(2) NATIONAL PROGRAMMING COMMITTEE:
i. DUTIES AND POWERS. THE DUTIES AND POWERS OF THE NPC
SHALL BE:
1. ADVISE ON NATIONAL PROGRAM POLICY TO INCLUDE DIVERSITY
GOALS.
2. REVIEW CURRENT NATIONAL PROGRAMMING AND PREVIEW
PROSPECTIVE NATIONAL PROGRAMMING ON A QUARTERLY BASIS
AND MAKE RECOMMENDATIONS TO THE NATIONAL BOARD.
3. MONITOR LOCAL AND NATIONAL COMPLIANCE WITH THE PACIFICA
MISSION.
4. LONG-TERM PLANNING, SUCH AS: WEBCASTS, LOW-POWER
STATIONS, TECHNICAL INNOVATIONS, AND BE RESPONSIBLE
FOR TECHNICAL AND TECHNOLOGICAL DEVELOPMENT AND COMPLIANCE
WITH FEDERAL AND OTHER BROADCAST RULES AND REGULATIONS.
ii. MEETINGS. ALL NPC MEETINGS SHALL BE OPEN TO THE
PUBLIC EXCEPT AS PROSCRIBED BY LAW. THE NATIONAL PROGRAM
DIRECTOR SHALL ALSO BE PRESENT AT NPC MEETINGS AS A NON-VOTING
PARTICIPANT.
iii. REMEDIES.
1. IN THE EVENT THAT THE NPC FINDS THAT A LOCAL PROGRAMMING
POLICY IS NOT IN COMPLIANCE WITH THE PACIFICA MISSION,
THE NPC SHALL RECOMMEND TO THE PNB THAT IT OVERRIDE
THAT LOCAL POLICY. THE PNB, WITH A TWO-THIRDS (2/3)
SUPER-MAJORITY MAY OVERRIDE THAT NON-COMPLIANCE POLICY.
(H) QUORUM: A QUORUM AT ANY MEETING OF THE NATIONAL BOARD
SHALL CONSIST OF 55% OF THE DULY ELECTED DIRECTORS. IF A
SUFFICIENT NUMBER OF VOTING MEMBERS CONSTITUTING A QUORUM
IS NOT PRESENT, INCLUDING BY TELECONFERENCE, THE PRESIDING
OFFICER MAY ADJOURN THE MEETING TO A DATE AND HOUR FIXED
BY THE OFFICER, PROVIDED REASONABLE NOTICE IS GIVEN IN WRITING
BY MAIL, FACSIMILE, TELEPHONE, EMAIL WITH RECEIPT REQUESTED,
OR OTHER APPROPRIATE MEANS OF THE DATE AND TIME OF THE CONTINUED
MEETING..
SECTION 2 “TERMS”:
(A) The term of a Director shall be three (3) years. A
director may serve two (2) consecutive three-year terms.
One third of the directors shall be elected each year. [1]
(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”: Nominations
for the office of Director shall open on September 1st of
each year and close on November 1st. 2 Nomination papers shall
be delivered to an independent elections coordinator, who
shall not hold any elective Foundation office and 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. 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, LESBIAN-GAY-BISEXUAL-TRANSGENDER or declines to state,
AND a statement up to 500 words in length by the candidate
which shall be mailed to the voting members, POSTED TO THE
STATION’S WEBSITE, AND PLACED IN THE STATION’S
NEWSLETTER/FOLIO (IF ANY). CANDIDATES SHALL HAVE AN OPPORTUNITY
TO BE INTERVIEWED ON-AIR AT THE LOCAL STATIONS TO BE RE-BROADCAST
FREQUENTLY AT REASONABLE TIMES WITHIN THE PERIOD BETWEEN THE
CLOSE OF NOMINATIONS AND THE COUNTING OF THE BALLOTS.
(A) Any eligible LOCAL STATION BOARD DIRECTOR may be nominated
OR SELF-NOMINATED for the office of NATIONAL Director.
SECTION 4 “ELECTION OF DIRECTORS”:
(A) Directors shall be elected by the Members of each radio
station area by mail ballot. Each member shall have one
vote, and the top TWO (2) vote-getters shall be elected
each year, subject to the diversity criteria. The Proportional
Representation “Single Transferable Voting Method”
SHALL BE USED. 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.
SECTION 5 “SEATING OF DIRECTORS”: The
Directors shall be seated at their first meeting of the National
Board.
SECTION 6 “REMOVAL AND RECALL 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)
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.
(B) Upon the petition of ONE PERCENT (1%) of the Members
of the Radio Station area that elected a Director, the Director
may be removed by a majority vote of the Members voting
in a recall election. AFTER THE PETITION HAS THE REQUIRED
NUMBER OF SIGNATURES, THERE SHALL BE A STATION MEMBERS’
MEETING ANNOUNCED ON AIR FOR THE PURPOSE OF THE PETITIONERS
PRESENTING THEIR REASONS AND AN OPPORTUNITY FOR THE BOARD
MEMBER UNDER RECALL TO DEFEND. THE MEETING SHALL BE BROADCAST,
LIVE IF POSSIBLE, NO LATER THAN TEN (10) DAYS PRIOR TO THE
MEMBERS’ VOTE.
(C) IF A LOCAL STATION BOARD DIRECTOR HAS BEEN RECALLED,
THAT PERSON SHALL NO LONGER BE ELIGIBLE TO SIT ON THE FOUNDATION
BOARD OF DIRECTORS.
(D) Any Director may be removed automatically for absences
as set forth in Article Six.
SECTION 7 “VACANCY”: If a Directors’
seat becomes vacant by reason of death, resignation, or removal,
the seat shall be filled for the remainder of the term by
appointment of the Local Station Board Committee for that
station area of the next person in order from the last previous
election of Directors for that area who is willing to serve
and who meets the diversity goals. If no such person exists,
then the Local Station Board may fill the vacancy with any
eligible Member, by majority vote.
SECTION 8 “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 9 “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.
SECTION 10 “CONFLICT OF INTEREST POLICY”:
[WBAI DRAFT OR OTHER WORDING]
ARTICLE SIX
LOCAL STATION BOARDS
[THIS IS A NEW ARTICLE TO PERMIT ELECTIONS OF A SMALLER
NUMBER OF NATIONAL DIRECTORS]
SECTION 1 “LOCAL STATION BOARD - MEMBERSHIP ELIGIBILITY,
NUMBER, POWERS AND DUTIES”:
(A) Defined: The LOCAL STATION BOARD shall be Members of
the Foundation and members of the local station area on
which station board they sit.
(B) Eligibility: Any Member of the Pacifica Foundation
who has been a member for one year [to prevent outside interference]
is eligible to be elected to the Station Board except that
no person who holds any political or governmental elective
or appointive office at any level of government - federal,
state or local - or is a candidate for such office, or who
has held such office within 3 years, shall be eligible for
election to the Local Station Board. A Station Board director
must immediately resign if s/he becomes a political candidate
or receives a political appointment during his or her term.
This restriction shall not apply to civil service employment
by governmental agencies.
(C) Number: The Local Station Boards shall have twenty-seven
(27) members, one of whom shall be an appointed staff member.
(D) Staff Representative: The staff member on the Local
Station Boards shall be a union representative chosen by
the staff, who may not be a regular on-air host. The staff
representative may vote on all matters before the Board
except:
i. Personnel matters that are not covered by the union
contract
ii. Hiring and firing of station management
iii. Program Council matters
(E) Officers of the Station Board: 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.
(F) Duties. The ongoing duties of the Local Station Boards
are to:
i. Work with Foundation Executive Director to hire and
fire THE station general manager, BOTH OF which shall
require approval of the Local Station Board and the Executive
Director.
ii. Within the portion of the national budget assigned
to the local station, HAVE authority to create a local
station budget.
(G) Committees of the Station Board: Each station board
shall have two (2) standing committees: 1) a Station Administrative
Committee; and 2) a Local Programming Committee. Each member
of the Station Board shall serve on one of these two committees
as the board determines.
b. Station Administrative Committee. The SAC shall:
i. Advise the Foundation Executive Director on the hiring
and firing of THE station general manager, BOTH OF which
shall require approval of the Local Station Board and
the Executive Director.
ii. Within the portion of the national budget assigned
to the local station, HAVE authority to create a local
station budget to submit for Station Board approval.
c. Local Programming Committee.
i. Composition. The LPC shall be comprised of at least
three (3) Station Board directors and a majority of elected
members who are not seated Station Board directors and
shall fulfill the diversity goals established by the National
Board.
1. The non-Station Board directors of the LPC shall
be elected yearly, for a term of one year, using the same
ballot as that used for the Station Board election. These
candidates shall be listed under the heading “Non-Station
Board - Local Programming Council Only”.
2. Non-Station Board directors of the LPC shall have
full voting rights on the LPC, but are not to be considered
members of the Station Board, nor are they to vote on
any matter before the Station Board, including votes on
proposals presented to the Station Board by the LPC for
consideration.
ii. Duties and Powers. The duties and powers of the
LPC shall be:
1. Establish and oversee local program policy in concert
with the Station Board consistent with national programming
policy to include diversity goals.
2. Review current local programming and preview prospective
local programming on a quarterly basis and make recommendations
to the Station Board and provide their findings to station
management.
3. Perform community needs assessment on a quarterly
basis and provide their findings to station management
to include monitoring diversity goals.
4. Monitor local compliance with the Pacifica mission.
iii. Meetings. All LPC meetings shall be open to the
public except as proscribed by law.
iv. Remedies.
1. If the station management does not concur or comply
with the LPC programming recommendations, the station
management shall provide a written report to the LPC with
a full explanation.
2. In the event that station management does not comply
or concur with LPC recommendations, the LPC shall have
the right to override station management programming decisions
by a super-majority (75%) vote.
3. The LPC shall recommend the hiring and firing of
the Program Director.
(H) Quorum: A quorum at any meeting of a Station Board
shall consist of 55% of the duly elected Station Board directors.
If a sufficient number of voting members constituting a
quorum is not present, including by teleconference, the
presiding officer may adjourn the meeting to a date and
hour fixed by the officer, provided reasonable notice is
given in writing by mail, facsimile, telephone, email with
receipt requested, or other appropriate means of the date
and time of the continued meeting.
SECTION 2 “TERMS”:
(A) The term of a Station Board director shall be three (3)
years.
SECTION 3 “NOMINATIONS FOR STATION BOARD”:
Nominations for the Station Board shall open on September
1st of each year and close on November 1st. Nomination papers
shall be delivered to an independent elections coordinator,
who shall not hold any elective Foundation office and 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. The candidate shall indicate his/her
gender, and racial or ethnic heritage, i.e., European, African,
Latin American, Native American, Asian, Pacific Islander,
Arab, lesbian-gay-bisexual-transgender or declines to state,
and a statement up to 500 words in length by the candidate
which shall be mailed to the voting members, posted to the
station’s web site, and placed in the station’s
newsletter/folio (if any). Candidates shall have an opportunity
to be interviewed on-air at the local stations to be broadcast
frequently at reasonable times within the period between the
close of nominations and the counting of the ballots.
SECTION 4 “ELECTION OF STATION BOARD”:
(A) Each Station Board shall be elected by the Listener-Sponsor
members of each radio station area by mail ballot. Each member
shall have one vote. The top nine (9) vote getters shall be
elected each year, subject to the diversity criteria specified
below. The Proportional Representation “Single Transferrable
Voting Method” shall be used. 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.
SECTION 5 “SEATING OF THE STATION BOARDS”:
Station Board directors shall be seated at the first meeting
of their respective Local Station Boards to be held in January
each year.
SECTION 6 “REMOVAL AND RECALL OF A STATION BOARD
DIRECTOR”:
(A) Any Station Board director may be removed by his/her
station board at a regular or special meeting by a two-thirds
(2/3) vote of all of the members of said station board,
provided that the grounds for such removal are submitted
with the notice of said meeting and, provided further, that
the said Station Board director shall have a reasonable
opportunity at said meeting to protest his/her removal.
(B) Upon the petition of fifty (50) of the Members of the
Radio Station area that elected the Station Board, any Station
Board director may be removed by a majority vote of the
Members voting in a recall election. After the petition
has 50 signatures, there shall be a station members meeting
announced on air for the purpose of the petitioners presenting
their reasons and an opportunity for the board member under
recall to defend. The meeting shall be broadcast, live if
possible, no later than ten (10) days prior to the members’
vote.
(C) Any Station Board director may be removed automatically
for more than three (3) consecutive, unexcused, absences.
SECTION 7 “VACANCY”: If a Station Board
director’s seat becomes vacant by reason of death, resignation,
or removal, the seat shall be filled for the remainder of
the term by appointment of the Local Station Board of the
next person in order from the last previous election of Directors
for that area who is willing to serve and who meets the diversity
goals. If no such person exists, then the Local Station Board
may fill the vacancy with any eligible Member, by majority
vote.
SECTION 8 “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 9 “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.
SECTION 10 “CONFLICT OF INTEREST POLICY”:
[WBAI DRAFT OR OTHER WORDING]
ARTICLE SEVEN
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, September, AND DECEMBER
of each year. All meetings shall BE BROADCAST NATIONALLY AND
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. 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. THE MEETINGS SHALL ALSO BE PROFESSIONALLY
RECORDED AND ARCHIVED WITHIN 72 HOURS. THE RECORDED MEETINGS
SHALL BE AVAILABLE AT THE PACIFICA ARCHIVES AND WEBSITE, IDENTIFIED
BY A TABLE OF CONTENTS AND SEARCHABLE BY TOPIC, SUCH AS “BUDGET”.
SECTION 2 “SPECIAL MEETINGS”: Special
meetings of the Board of Directors may be called by the Board
Chair, any two Vice Chairs, or by any three members of the
National Committee 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 telecopier or email WITH RECEIPT REQUESTED at least THIRTY
(30) days before any such meeting. WRITTEN NOTICE OF SPECIAL
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 TELECOPIER
OR EMAIL WITH RECEIPT REQUESTED AT LEAST TEN (10) DAYS BEFORE
ANY SUCH MEETING. NOTICE SHALL ALSO BE GIVEN ON THE PACIFICA
WEBSITE AND BE BROADCAST FREQUENTLY ON EACH STATION.
SECTION 4 “QUORUM”: [KPFK bylaws subcommittee
did not want a small group of directors to have the ability
to take over Pacifica.] A quorum at any meeting of the [LOCAL
STATION/NATIONAL] Board of Directors shall consist of 55%
of the duly elected Directors. IF A SUFFICIENT NUMBER OF VOTING
MEMBERS CONSTITUTING A QUORUM IS NOT PRESENT, INCLUDING BY
TELECONFERENCE, THE PRESIDING OFFICER MAY ADJOURN THE MEETING
TO A DATE AND HOUR FIXED BY THE OFFICER, PROVIDED REASONABLE
NOTICE IS GIVEN IN WRITING BY MAIL, FACSIMILE, TELEPHONE,
EMAIL WITH RECEIPT REQUESTED, OR OTHER APPROPRIATE MEANS OF
THE DATE AND TIME OF THE CONTINUED MEETING.
SECTION 5 “ATTENDANCE”: Any Director who
is absent for three (3) consecutive meetings of the [LOCAL
STATION/NATIONAL] 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 [LOCAL
STATION/NATIONAL] 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 [LOCAL STATION/NATIONAL] 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 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, TWO VICE-CHAIRS (THE CHAIR OF
THE NATIONAL PROGRAM COMMITTEE AND THE CHAIR OF THE NATIONAL
ADMINISTRATIVE COMMITTEE, 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. [CHAIR OF THE BOARD COULD BE
ELECTED BY MEMBERS BIANNUALLY AT ANNUAL ELECTION.]
(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 Board officers shall be outlined in the Guidelines and
Operating Procedures of the Board.
SECTION 3 “ELECTION, TERMS, AND REMOVAL OF OFFICERS”:
(A) Election of Officers: The Officers of The Foundation,
except the Vice Chairs (who shall be elected by their respective
Local Station Boards, as provided elsewhere in these Bylaws),
shall be elected bi-annually in ODD-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 TWO-THIRDS 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, whose duties shall be as outlined in the Guidelines
and Operating Procedures of the Board. Generally, the Executive
Director shall serve as the chief executive officer of The
Foundation. The Executive Director shall be hired and fired
by the BOARD.
(B) Oversight and supervision of the Executive Director
shall be the duty of the National Committee according to
the structure provided in the Guidelines and Operating Procedures
of the Board.
SECTION 2. “NATIONAL PROGRAM DIRECTOR”:
There shall be a National Program Director whose duties shall
include development and oversight of national programming,
and who shall have the same relationship to the National Program
Council as local Program Directors have to local Program Councils.
The NPD shall be an ex-officio (non-voting) member of the
National Board.
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 of 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 POSTED
ON THE PACIFICA FOUNDATION WEBSITE AND 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
MISCELLANEOUS
SECTION 1 “EXEMPT ACTIVITIES”: NOT WITHSTANDING
ANY OTHER PROVISION OF THESE BYLAWS, NO MEMBER, TRUSTEE, OFFICER,
EMPLOYEE, OR REPRESENTATIVE OF THIS CORPORATION SHALL TAKE
ANY ACTION OR CARRY ON ANY ACTIVITY BY OR ON BEHALF OF THE
CORPORATION NOT PERMITTED TO BE TAKEN OR CARRIED ON BY AN
ORGANIZATION EXEMPT UNDER SECTION 501©(3) OF THE INTERNAL
REVENUE CODE AND ITS REGULATIONS AS THEY NOW EXIST OR AS THEY
MAY HEREAFTER BE AMENDED, OR BY AN ORGANIZATION, CONTRIBUTIONS
TO WHICH ARE DEDUCTIBLE UNDER SECTION 170©(2) OF SUCH
CODE AND REGULATIONS AS THEY NOW EXIST OR AS THEY MAY HEREAFTER
BE AMENDED.
SECTION 2 “PARLIAMENTARY LAW”: WHEN NOT
IN CONFLICT WITH THESE BYLAWS, Robert’s Rules of Order,
Revised, 75th Anniversary Edition. SHALL ESTABLISH THE RULE
OF PROCEDURE AT ALL DIRECTORS MEETINGS, AND THE PROVISIONS
OF THAT PUBLICATION ARE INCORPORATED BY REFERENCE HEREIN AS
THE RULING LAW FOR THIS CORPORATION.
SECTION 3 “AUTHORITY TO SELL CORPORATE ASSETS”:
PURSUANT TO THE VOTE OF A MAJORITY OF MEMBERS OF THE CORPORATION,
THE BOARD OF DIRECTORS WILL HAVE THE POWERS AND AUTHORITY
TO LEASE, SELL, ASSIGN, TRANSFER, CONVEY OR OTHERWISE DISPOSE
OF THE ENTIRE PROPERTY OF THE CORPORATION, BUT THE CORPORATION
MAY NOT BE DISSOLVED EXCEPT AS PROVIDED BY THESE BYLAWS.
SECTION 4 “NONLIABILITY OF MEMBERS, OFFICERS, AND
DIRECTORS”: THE MEMBERS, OFFICERS AND DIRECTORS
OF THIS CORPORATION SHALL NOT BE INDIVIDUALLY LIABLE FOR THE
CORPORATION DEBTS OR OTHER LIABILITIES, AND PRIVATE PROPERTY
OF SUCH INDIVIDUALS SHALL BE EXEMPT FROM CORPORATION DEBTS
OR LIABILITIES.
ARTICLE THIRTEEN
AMENDMENT OF BY-LAWS
[This provision for only members to vote on bylaws is one
of the most strongly favored sections, because KPFK bylaws
subcommittee does not want any opportunity for the Board of
Pacifica to ever again be able to change the bylaws without
approval of the Members.]
SECTION 1 “BYLAWS CONVENTION”: NO LATER
THAN APRIL 2004, THE NATIONAL BOARD OF DIRECTORS SHALL HOLD
A BYLAWS CONVENTION TO REVIEW AND REVISE THE BYLAWS. THE MEMBERS
SHALL VOTE TO RATIFY THE REVISED BYLAWS SECTIONS. [Specifics
as to possible member delegates (possibly 50% with PNB and
local directors having 50% at convention to propose changes)
to provide the maximum member participation at the lowest
cost were discussed, but no specifics were formalized.]
SECTION 2 “PROPOSED AMENDMENTS”: These
By-Laws may be amended, altered or repealed in whole or in
part BY THE MEMBERS. AMENDMENTS MAY BE PROPOSED BY TWO-THIRDS
(2/3) MAJORITY VOTE OF THE NATIONAL BOARD OF DIRECTORS OR
OF A LOCAL STATION BOARD OF DIRECTORS, OR BY A PETITION SIGNED
BY 100 MEMBERS. The proposed changes SHALL BE submitted to
THE members at least 60 days in advance OF THE ANNUAL ELECTION
AND SHALL APPEAR ON THE ANNUAL BALLOT. ANNOUNCEMENTS OF THE
PROPOSED BYLAWS CHANGES SHALL BE BROADCAST BY ALL STATIONS
FREQUENTLY DURING THE NOTICE PERIOD PRIOR TO THE ANNUAL ELECTION.
SECTION 3 “VOTING AND RATIFICATION”: In
order to be adopted, any proposed bylaws amendment must receive
the vote of THREE-FIFTHS of the MEMBERS voting, PROVIDED THAT
A QUORUM OF MEMBERS ACTUALLY VOTES.
ARTICLE FOURTEEN
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 OR BY A PETITION
SIGNED BY 100 MEMBERS.
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 by mail ballot and shall require approval by
three- fifths (3/5) majority of a quorum of the members.
ARTICLE FIFTEEN
WORKPLACE DEMOCRACY
Annually, the Pacifica Foundation shall convene a Pacifica
National Conference on Pacifica Workplace Democracy. Participants
in this Conference shall be only paid and unpaid staff members
from Pacifica radio stations or units, the Pacifica Archives,
and the Pacifica National Office. The purpose of this Conference
is to address labor relations, internal policy formation and
review, and all matters of Pacifica workplace democracy. The
reports of each Conference shall be submitted for review and
implementation to the PNB, Local Station Boards, and other
units.
ARTICLE SIXTEEN
DISSOLUTION
SECTION 1 “METHOD”: THE CORPORATION MAY
BE DISSOLVED IN THE FOLLOWING MANNER: A PETITION FOR DISSOLUTION
SIGNED BY TEN PERCENT OF THE MEMBERS OF EACH STATION AREA
SHALL BE SUBMITTED TO THE NATIONAL BOARD AND A POSTAL BALLOT
TO DISSOLVE SHALL BE SENT TO ALL MEMBERS AND SHALL REQUIRE
A THREE-FIFTHS VOTE OF A QUORUM OF MEMBERS OF THOSE VALID
RETURNED BALLOTS TO UPHOLD THE PETITION TO DISSOLVE.
SECTION 2 “DISPOSITION OF ASSETS”: [This
is a necessary section to control where the assets would go.
Otherwise, CA law permits them to go to any charity, such
as Salvation Army.] UPON THE DISSOLUTION OF THE CORPORATION,
THE NATIONAL BOARD SHALL, AFTER PAYING OR MAKING PROVISIONS
FOR PAYMENT OF ALL LIABILITIES OF THE CORPORATION, DISPOSE
OF THE ASSETS IN A MANNER APPROPRIATE TO PACIFICA’S
MISSION OR TO SUCH ORGANIZATION OR ORGANIZATIONS AS SHALL
AT THE TIME QUALIFY AS DEVOTED TO THE PACIFICA MISSION.
SECTION 3 “NO BENEFIT SHALL INURE TO ANY MEMBER,
DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION”:
No member, director, officer, employee, or other person connected
with 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
AND BYLAWS of this corporation and not otherwise.
ARTICLE SEVENTEEN
TEMPORARY ARTICLE
SECTION 1. “GRANDPARENTING OF INCUMBENTS”:
A. For the purposes of this article, incumbency shall
not include any LAB member who was seated after April 1,
2002. Board members elected under this provision shall serve
a term of one year.
B. For the first election after the ratification of these
Bylaws, 14 seats of each Station Board shall be reserved
for incumbent candidates. Incumbent candidates may nominate
themselves for these positions. These seats shall be filled
by those 14 incumbent candidates receiving the most votes
in an election of listeners-members, pursuant to the voting
methods outlined in Article Four.
C. For the second election after the ratification of these
Bylaws, 9 seats of each Station Board shall be reserved
for incumbent candidates. Incumbent candidates may nominate
themselves for these positions. These seats shall be filled
by those 9 incumbent candidates receiving the most votes
in an election of listeners-members, pursuant to the voting
methods outlined in Article Four.
D. There will be no “grand-parenting” in subsequent
years.
SECTION 2. “OTHER FIRST YEAR PROVISIONS”:
A. For the first election under the new by-laws the Local
Station Boards shall elect the National Directors.
B. For the first implementation of these bylaws, nominations
shall open immediately upon ratification of the bylaws and
shall be open for 45 days thereafter.
SECTION 3. “RESCISSION OF ARTICLE SEVENTEEN”:
This Article is automatically rescinded immediately upon the
successful conclusion of the second Local Station Board election.
Minority report on question of staff representation
on Boards:
RATIONALE
In his 1951 essay entitled, “The Theory of Listener-Sponsored
Radio,” Pacifica founder Lew Hill wrote that a founding
principle of Pacifica was that, “the people who actually
do the broadcasting should also be responsible for what and
why they broadcast. In short, they must control the policy
which determines their actions.” (see appendix for full
quotation). One of the reasons for this was the recognition
that those who would act on their beliefs, that had a stake
in the production of this programming, represented a minority
of those in the society at-large, and a minority of those
in a listening audience. They represented a minority in the
sense that they were willing to act upon their ethical beliefs
and give of their time and their lives in an attempt to communicate
these beliefs. Hill wrote that, “if we want an improvement
in radio worth the trouble, it is these people whose talent
the medium must attract. The basic situation of broadcasting
must be such that artists and thinkers have a place to work--with
freedom. Short of this, the suffering listener has no out.”
One source of the amorality (as opposed to the immorality)
of most workers with respect to the organizations in which
they work is that they define ethical behavior in terms of
their performance of jobs defined by others, not in terms
of their role in what the institution as a whole produces.
One goal of any progressive institution should be that those
who do the work should have a say in what work will be done,
and take an active responsibility for the purposes to which
the resources of the institution as a whole are directed.
The understanding of what Pacifica is producing and how it
functions differs between listeners-at-a-distance and those
directly involved in the work of the station. For example,
even in the present environment at Pacifica, despite repeated
on-air discussion, most listeners remain confused or, at best,
only vaguely aware of the issues confronting the organization
and the imminent changes. If all purchasers of wood-products
voted on how the resources of the forest would be used and
managed, the result would be quite different than if those
who lived in the forest voted on how the resources of the
forest would be used and managed.
MINORITY POSITION
Based on these and other reasons, Group 4 at the Los Angeles
Pacifica Bylaws Convention held at Loyola Law School Sept
7-8, 2002 came to the following consensus.
1) That between 1/6 and 1/3 of seats on all boards be held
by members of staff. The group sentiment was that the amount
should be less than 1/3, i.e. it should be 1/6-1/4. The term
staff is meant to include both paid and unpaid staff (volunteers),
(A precise definition of unpaid staff is required) At least
60% of staff seats should be held by unpaid staff/volunteers.
2) That on-air personalities should not be allowed to run
for election by the general listenership due to the unfair
advantage created by their ongoing contact with listeners.
3) Recognizing the potential for conflict of interest situations,
each board should create a policy document describing specifically
such conflict of interest situations, and that staff members
on boards must be required to recuse themselves from votes
involving conflicts of interest.
4) In a position contrary to the agreed upon convention
points of unity regarding a single class of members, it was
the opinion of our group that staff members on boards be elected
by the staff as their representatives, i.e. that staff represent
a distinct class of members.
APPENDIX
From The Theory of Listener-Sponsored Radio by Lewis Hill,
1951 (http://www.kpfk.org/history.html#hill)
“The answer of the KPFA project on this point is not
necessarily the only good answer, but it is explicit. It requires
that the people who actually do the broadcasting should also
be responsible for what and why they broadcast. In short,
they must control the policy which determines their actions.
If I may, I will emphasize that neither a "Public Be
Damned" nor a "Down with Commerce" attitude
enters into this formulation. The problem was, you remember,
not whether you as a listener should choose what you like
or agree with--as obviously you should and do--but how to
get some genuinely significant choices before you. Radio which
aims to do that must express what its practitioners believe
to be real, good, beautiful, and so forth, and what they believe
is truly at stake in the assertion of such values. For better
or worse these are matters like the nature of the deity which
cannot be determined by majority vote or a sales curve. Either
some particular person makes up his mind about these things
and learns to express them for himself, or we have no values
or no significant expression of them. Since values and expressions
as fundamental as this are what we must have to improve radio
noticeably, there is no choice but to begin by extending to
someone the privilege of thinking and acting in ways important
to him. Whatever else may happen, we thus assign to the participating
individual the responsibility, artistic integrity, freedom
of expression, and the like, which in conventional radio are
normally denied him. KPFA is operated literally on this principle.”
[back to top]
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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