Pacifica Foundation By-Laws
Proposal
the KPFT Draft
ARTICLE ONE
IDENTITY AND PURPOSE
SECTION 1 "NAME": The name of this Corporation
shall be PACIFICA FOUNDATION, and it shall be referred to
in these By-Laws as "The Foundation".
SECTION 2 "PURPOSE": The purpose of The
Foundation is as stated in Article II of the Articles of Incorporation.
(vote 9/2/ for)
SECTION 3 “COLLABORATION”: The activities
of the Foundation are supported by [diverse] communities of
listeners, volunteers, employees and contributors. Because
the basis of the Foundation's governance is democratic, because
the foundation [is endeavoring] endeavors to recruit a staff
that is diverse at all levels consistent with national and
local demographics and to maintain a working environment that
is free of discrimination, 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 as well as in its relations
with the diverse communities it serves. These By- Laws shall
be augmented wherever possible, by resolutions of the Board
establishing Foundation policies, and implemented through
detailed written Operating Guidelines and Procedures stipulating
practices by which the Board of Directors exercises its fiduciary
responsibilities and holds management accountable to the communities
it serves. Before implementation, whenever practical, these
Operating Guidelines and Procedures should be reviewed by
committees and Local Boards in all five-signal areas
[NOTE: Revisit this section after decision on structure.
Establish a process to create AND AMEND Operating Guidelines
and Procedures]
[NOTE: CONSOLIDATION COMMITTEE
1. Instead of “Collaboration”, use “Cooperative
Relationships/Alliances” in later parts of bylaws]
[Diallo will write text on collaborative relationships]
[failed support of the KPFT Governance and ByLaws Committee
by vote 4/5)
SECTION 4 (PROPOSED) Business and Economic Development:
[Abati will provide draft language] [relates to reinstating
the original Articles of Incorporation dated 1946]
SECTION 5 (PROPOSED) Fund Raising and Funds:
[Greg Gieselman will provide draft language] [Proposed language
was not brought forth to the committee for consideration.
This issue may be partially addressed in Fertig’s model
in Article regarding Committee of the Board.]
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. (Vote 10/2)
SECTION 2 "OTHER OFFICES": The Foundation
shall also have offices at such other places within or without
the State of California as the Board of Directors may from
time to time designate.
ARTICLE THREE
MEMBERS OF THE FOUNDATION
SECTION 1 "DEFINED": There shall be two
classes of members: (A) "Listener- Sponsor Members",
and (B) "Staff Members".
(A) "Listener-Sponsor Members" shall be any
natural 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 but not to exceed ten (10)
times the Federal minimum hourly wage, 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 listener-sponsor
membership upon receipt of the minimum donation or volunteer
hours worked or mailed at the same time as the ballots for
the first election following adoption of these bylaws;
(B) "Staff Members" shall be any non-management
permanent paid employee of a Pacifica radio station or any
unpaid staff member or volunteer who: (1) has worked for
any Pacifica radio station at least [9] 5 hours per week
in the preceding [3] 6 months, 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 delivered by hand
or mailed to persons eligible for staff membership upon
completion of the required number of hours' work.;
(C) Membership shall be determined by radio station area,
and each Pacifica Foundation radio station shall maintain
a register of its Listener-Sponsor Members and Staff Members.
In the event that a person qualifies for membership in more
than one radio station area, he or she shall be entitled
to only one membership and shall notify the Foundation of
which radio station area s/he wishes to be a member. In
the event that a person qualifies both as a Listener- Sponsor
Member and as a Staff Member, such person shall be deemed
to be a Staff Member. (D Waiver of Requirements. A Local
Station Board may choose to waive the gift requirement for
Listener-Sponsor Membership for reasons of financial hardship
for anyone who, due to incarceration or disability, cannot
volunteer their time. (Approved by vote 8/0/1)
SECTION 2 "RIGHTS":
(A) Election of Directors: (1)The Listener-Sponsor
Members for each station area shall have the right to elect
Directors who shall sit on the Local Station Board committee
of the Board of Directors for their station area. (2) The
Staff Members for each station area shall have the right
to elect Directors to sit on the Local Station Board committee
of the Board of Directors for their station area.
[NOTE: State specific number of directors in Article 4,
Section 4 or Section 3]
(B) Amendment of Bylaws: Any amendment of the Foundation
bylaws that materially adversely affects the rights of the
members, or any class of members, shall require the vote
of approval of the members, or class of members, as applicable,
in order to be effective.
(C) Amendment of Articles of Incorporation: Any
amendment to the Foundation Articles of Incorporation shall
require the 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) A petition signed by a number not less than 2.5% of
voters in the last national elections shall initiate a national
referendum to reject the acquisition or disposition of assets,
including intellectual property rights, whose determined
value is $500,000 or greater. (Approved by a vote of 12/2)
(F) Serve on Committees: Listener-Sponsors and Staff
Members for each station shall have the right to serve and
vote on committees of the station. ( Approbed by vote of
12/0)
SECTION 3 QUORUM": A quorum of the Listener-Sponsor
Members shall be 10% of those entitled to vote as of the applicable
date of record. A quorum of the Staff members shall be one-third
(1/3) of those entitled to vote as of the applicable date
of record. (5/7 vote to remove this section, section remains)
(Section accepted 11/0)
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.
(Approved by a vote of 10/0)
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. (Approved by vote 10/0)
ARTICLE FOUR
DIRECTORS OF THE FOUNDATION
[NOTE: Put somewhere in bylaws discussion of means to prevent
voting by members in multiple signal areas (suggested by C.
McWaters)]
SECTION 1 "FOUNDATION BOARD OF DIRECTORS - MEMBERSHIP
ELIBILITY, NUMBER, POWERS AND DUTIES":
(A) DEFINE: Members of the Foundation Board of Directors
shall be individuals who have been elected to the Board
of Directors, as hereinafter provided, and are serving as
such. (Approved 9/1)
(B) ELIGIBILITY: Any member of the Foundation is
eligible to be a Director of the Foundation. (Approved by
10/0)
(C) 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;
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;
c. One (1) member elected by Pacifica AffiliateD RADIO STATIONS,
in a manner which is not in conflict with the eligibility,
election and diversity guidelines stated herein.
(D) EX OFFICIO DIRECTORS: Pacifica’s executive
director, the director of the Pacifica foundation archives,
the chairs of the local boards and the managers of the pacifica
stations shall be ex officio non-voting members of the Pacifica
board. Other ex officio non-voting members of the board
of directors may be appointed by a 2/3rds vote of the directors.
(E) POWER AND AUTHORITY: SUBJECT TO ANY LIMITATIONS
IN THE ARTICLES OF INCORPORATION AND BYLAWS, The board is
authorized to exercise any and all corporate powers of the
Pacifica Foundation, particularly those regarding personnel
management, allocation of resources, budgeting and financial
management, contracting, management of Foundation assets,
strategic planning and fundraising and development, programming,
technical and technological development and compliance with
federal and other broadcast rules and regulations.
(F) DUTIES: The ongoing duties of the Board involve:
compliance with the purposes found in the Foundation's Articles
of Incorporation; compliance with corporate responsibilities
and state and federal law; ensuring that routine communication
with listeners occurs at all levels of governance; supervision
and operation of Foundation personnel authority for officers,
agents and employees of the corporation; maintenance of
a regular schedule of meetings and execution of Foundation
business decisions as required by the exercise of Board
powers and authority, as above.
SECTION 2 "TERMS": 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. 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. (10)
SECTION 3 "NOMINATIONS": (not addressed
separately from Section 4)
SECTION 4 "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, modify any methodology and
electoral scheme for said designation of representative(s)
to the national board.
SECTION 5 "DIVERSITY GOALS": To ensure
diversity of the Board, the delegation from each station LAB
shall include at least one woman and at least one racial/ethnic
minority which may be one and the same person. (Approved by
vote of 6/2/4)
There shall be established within each of the Pacifica signal
areas a subcommittee of the National Board to monitor under
representation of communities. These Committees of Inclusion
shall consist of members drawn in part from the under represented
communities the Committees of Inclusion are intended to serve.
The Committees of Inclusion will (a) identify the communities
in their signal area to be monitored, (b) identify criteria
for determining what constitutes under-representation in both
station programming and staffing, (including LAB and National
Board members as well as unpaid staff, i.e. volunteers, committee
members, programmers, etc.) and (3) make quarterly reports
on the status of represented and under-represented groups
to the PNB and the LAB.
LABs and Station managers will be expected to consider these
identified under-represented communities in their future decisions
about committee composition, staffing and programming. All
station managers and LAB Chairs will report to the PNB. These
Committees of Inclusion will report to the LAB at least quarterly
on the status of represented and under-represented groups
in their signal areas. The PNB shall query and monitor station
managers and LAB Chairs on their plans for addressing any
concerns expressed by the Committees of Inclusion of these
under represented communities and what steps are being considered
fairly to address committee concerns.
Where necessary and with due notice, the LAB and PNB will
suggest and/or direct station managers to implement specific
changes to reduce or eliminate this inequity of under represented
communities. (Objection failed 5/5/0) (Approved 7/4)
SECTION 6 "SEATING OF DIRECTORS": Newly
elected directors shall be seated at the first regularly scheduled
meeting of the foundation’s board of directors following
their election.
SECTION 7 "REMOVAL OF 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. 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 LISTENER SPONSORS: IN THE CASE THAT THE LISTENER-SPONSOR
MEMBERS RECALL ANY LAB MEMBER WHO IS ALSO SEATED ON THE BOARD
OF DIRECTORS OF THE FOUNDATION, THIS SHALL HAVE THE EFFECT
OF RECALLING THE DIRECTOR FROM THE NATIONAL BOARD OF DIRECTORS.
By the Board of Directors: Any Director may be removed by
the Board of Directors at a properly called and notice 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. [6]
SECTION 8 "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 ELECTING ENTITY 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 ELECTING
ENTITY may fill the vacancy with any eligible Member, by majority
vote.
SECTION 9 "COMPENSATION": Directors shall
serve without compensation except that they shall be allowed
reasonable advancement or reimbursement of APPROVED expenses
incurred in the performance of their regular duties.
SECTION 10 "RESTRICTION REGARDING INTERESTED DIRECTORS":
(not addressed)
The Houston ByLaws Subcommittee has agreed to skip the details
of this Article and address it at a later time, if possible.
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1 "TIME AND PLACE OF MEETINGS":
(not addressed)
SECTION 2 "SPECIAL MEETINGS": (not addressed)
SECTION 3 "NOTICE": (not addressed)
SECTION 4 "QUORUM": (not addressed)
SECTION 5 "ATTENDANCE": (not addressed)
SECTION 6 "ACTION BY UNANIMOUS WRITTEN CONSENT":
(not addressed)
SECTION 7 "PROXIES": (not addressed)
ARTICLE SIX
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 (including crafting of
Operating Guidelines and Policies, and Standing Rules). 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 AdHoc 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.
(Approved by 9/0)
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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