Murdock's Proposed Bylaw Revisions
Thu Jan 25 01:49:53 2001

To: Members of the Pacifica Foundation Board of Directors From: John M. Murdock, Chair of the Governance Committee of the Pacifica Foundation Board of Directors Date: January 19, 2001 Re: Proposed Bylaw Revisions

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As we discussed and agreed during the September Board weekend, I have prepared a draft of comprehensive Bylaw revisions. I have attempted to retain the key substantive elements contained in the current Bylaws, but have eliminated some elements and added some new ones. I have intentionally structured the Bylaws as a framework around which the Board can make and pass various resolutions providing details of operations, policy, etc. In so doing, it avoids having to amend the Bylaws in the future each time there is a change in operation, policy, etc. Clearly, the draft is much longer and more detailed than the current Bylaws. While that may have a stomach-turning effect, I hope you will find that it is important to address the additional items in our Bylaws.

The procedure for developing this draft into a final document for consideration and vote by the Board is as follows:

1. January 20, 2001"draft distributed to all members of the Pacifica Foundation National Board for review and comment;

2. February 8, 2001"all members of the Board will have communicated their comments on the draft to me by fax, mail or e-mail (please make your comments in writing, preferably on the copy of the draft itself);

3. February 13, 2001"I will distribute to the members of the Board Governance Committee all of the comments sent to me by the February 8, 2001 date;

4. February 15, 2001"Board Governance Committee will confer by telephone to discuss next steps in the development of bylaw revisions"no matters requiring a vote will be addressed.

This is a DRAFT for discussion. The purpose of the draft is to provide a starting point for developing new bylaws and, therefore, new governance procedures. The draft is only my notion of how Pacifica should govern itself. My notions are not a statement of the Board. The Board,s view of governance will be expressed in its eventual vote upon a final version of new bylaws.

I strongly urge all members of the Board to cast widely for comments and suggestions on the bylaws. However, the only comments and suggestions that I will forward to the members of the Governance Committee are those which are transmitted by the members of the Board. Therefore, if you receive worthwhile comments from non-Board members, incorporate those comments into yours and send them to me. Any proposed final version of the bylaws will be distributed to all members of the Board well in advance of any meeting at which the members of the Board are asked to vote upon new bylaws.

As requested by Tomas, I bullet point list below the salient differences between the current Bylaws and the draft. I appreciated receiving some suggestions from Frank Millspaugh. Unfortunately, I did not receive any other comments or suggestions, although several of the Board members indicated in the Board meeting that they would give me suggestions by the end of September. However, I look forward to your comments to this draft.

Summary of Changes

Principal place of business is in D.C. to reflect the move. Three classes of membership, where previously there was only one class"Governing Board Directors. Nominating Members class reflects existing practice of allowing LABs to nominate. Committee assignment is based on vote of the Board rather than appointment by Chair and would require at least one director from each signal area on each committee. Increase the opportunity for community involvement in LABs by increasing size of LABs and limiting terms to two one-year terms. Create two-term limit for Board position instead of current four-term lifetime limit. Require Board to meet every four months rather than at least three times per year. Provide for staggered terms on Board and make annual meeting date the date on which terms of office end in order to regularize nomination and election process. Provide for individual Directors to make nominations for new directors. Limit Director terms on Nominating Committee to one consecutive one-year term and preclude service on Nominating Committee of Directors whose terms are due to expire that year. Make terms of Board officers one year rather than the current three years. Limit terms of Board officers to period within term as a Director rather than current ability to have officer term extend beyond term as Director (except that Secretary of the Foundation is not required to be on the board of directors and therefore could be a Director who at end of term was voted by Board to continue in Secretary position"but not board Director position"beyond end of term on Board).

Require that there be at least two Directors on the board from each signal area.

BYLAWS OF PACIFICA FOUNDATION

ARTICLE I

THE FOUNDATION

Section 1.1 Principal Office. Pacifica Foundation (the "Foundation") shall have its principal office in the District of Columbia or at such other place as may from time to time be determined by the Board of Directors.

Section 1.2 Powers. The Foundation shall have all of the powers enumerated in the California Nonprofit Corporation Law, as such may be amended from time to time; provided, however, the Foundation shall exercise its powers in furtherance of its radio broadcasting operation and other purposes as permitted in the Foundation,s Articles of Incorporation, as such term is defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder.

ARTICLE II

MEMBERSHIP

Section 2.1 Classes of Membership. The Foundation shall provide two classes of membership: Voting Members and Nominating Members.

Section 2.2 Voting Members. Persons elected to and serving in a current term upon the Board of Directors shall be voting members and have all of the rights and responsibilities of Directors under law and as provided under these Bylaws.

Section 2.3 Nominating Members. Each Local Advisory Board, as described in Article IX, to a Foundation service area, shall be a Nominating Member and have all of the rights and responsibilities of advisory boards under section 396 of the Federal Communication Act and as provided under these Bylaws.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 Powers and Duties. The Board of Directors of the Foundation is a governance board and shall have the authority, power and responsibility for the mission, purpose and policies governing the affairs, business, activities, property and assets of the Foundation, and may make such rules, regulations and guidelines for the promotion and advancement of the Foundation and its mission and purposes as the Board of Directors may deem advisable. The Board of Directors, in addition to the powers and authority expressly conferred upon it by these Bylaws, by statute, by the Articles of Incorporation of the Foundation and otherwise, is hereby empowered to exercise all such powers as may be exercised by the Foundation, except as expressly provided otherwise by the Nonprofit Corporation Law, by the Certificate of Incorporation of the Foundation, or by these Bylaws.

Section 3.2 Special Limit of Powers and Duties. The Board of Directors of the Foundation is not an operations board and shall not engage in the day-to-day management and operations of the Foundation or its programs.

Section 3.3 Number and Qualification. The number of Directors shall not be fewer than eleven (11) nor more than twenty-five (25), the exact number of which shall be established from time to time by the Board of Directors (the "Established Number"). Candidates for election to the Board of Directors shall be nominated as described in Section 3.4. The Directors shall be selected with regard to their potential for active service and support to the Foundation and demonstrated interest in the mission and purposes of the Foundation. Each Director shall be at least eighteen (18) years of age. No person who is elected a Director may concurrently serve on a Local Advisory Board, described in Article IX, or concurrently be an employee or volunteer of the Foundation or otherwise concurrently have a program on any Foundation station. There shall be at least two Directors from each of the Foundation signal areas as defined by the Federal Communication Act.

Section 3.4 Nomination. Nominations of candidates for election to the Board of Directors shall be made in writing to the Board of Directors not less than sixty (60) days prior to any meeting of the Board of Directors and may be made by the Nominating Committee described in Article IV of these Bylaws (the "Nominating Committee"), a Director or a Nominating Member.

Section 3.5 Election and Term.

(a) The Board of Directors shall elect Directors from among those persons nominated as described in Section 3.4. Directors shall be elected at the annual meeting of the Board of Directors or at any regular or special meeting of the Board of Directors upon notice as required by Section ____ of these Bylaws. To be elected a Director, a nominee must receive a majority of the votes cast at a meeting of the Board of Directors. Each Director voting shall be entitled to cast one (1) vote for each Director position open for election and voting shall not be cumulative. If the Board of Directors fails to fill the Established Number of Director positions from among those individuals nominated by the Nominating Committee or otherwise duly nominated by the Directors or by Nominating Members, the Nominating Committee or other Directors or Nominating Members shall nominate additional individuals for election by the Board of Directors until such time as the Board of Directors shall have elected an individual nominated for each open Director position.

(b) At all times during which there are six (6) or more Directors, the Directors shall be divided into three (3) classes composed of as nearly equal a number of Directors as possible for the purposes of staggering their terms in office. In accordance with procedures to be established by resolution of the Board of Directors, the terms of office of each such class of Directors shall be established so that the term of one class of Directors expires each year, with the first such term expiring at the first Annual Meeting of the Directors following the adoption of these Bylaws or, in the event that the Board is increased from five (5) or fewer Directors to six (6) or more Directors, then at the next Annual Board meeting following the increase. Following the expiration of the initial term of appointment for each class, each class of Directors as then and thereafter elected shall serve staggered terms of three (3) years from the date of the Annual Meeting at which elected. Notwithstanding the foregoing, in the event that the Board of Directors determines that the Established Number of Directors shall be five (5) or fewer, each Director shall serve for a term of one (1) year.

(c) For purposes of the foregoing, a Director shall hold office until the Annual Meeting of the Board of Directors for the year in which his or her term expires and until his or her successor is duly elected and qualified, subject, however, to such Director,s prior death, resignation, retirement, disqualification or removal from office.

(d) Directors shall serve terms of three (3) years and shall not serve more than two (2) three (3) year terms consecutively or non-consecutively.

Section 3.6 Vacancies and New Directorships. Any newly created Directorship or vacancy occurring on the Board of Directors (other than vacancy of an ex officio position, if any) shall be filled by the Board of Directors from among those candidates established by the Nominating Committee, Directors or Nominating Members in the manner set forth in these Bylaws. A Director elected to fill a vacancy not resulting from an increase in the number of Director positions shall have the same remaining term as that of his or her predecessor.

Section 3.7 Resignations. Any Director may resign at any time by giving written notice to the Board of Directors or to the Chairperson or Secretary. Such resignation shall take effect at the time specified in such notice, and acceptance shall not be necessary to make such resignation effective. If no time is specified in the notice of resignation, then the resignation shall take effect upon delivery.

Section 3.8 Removal. Any Director may be removed from office at any time for cause upon the affirmative vote of at least a majority of the entire Board of Directors, and may be removed from office at any time without cause upon the affirmative vote of at least three-fourths (3/4) of the entire Board of Directors. The Board of Directors, in its sole and absolute discretion, may from time to time establish, by resolution or otherwise, standards and guidelines for what shall constitute "cause" for the removal of a Director from office.

Section 3.9 Place of Meeting. The Board of Directors may hold its meetings at the principal office of the Foundation, or at such place or places within or outside the District of Columbia as the Board of Directors may from time to time by resolution determine.

Section 3.10 Annual, Regular and Special Meetings. The Annual Meeting of the Board of Directors shall be held on such date, and at such time and at such place as the Board of Directors shall determine. In addition to the Annual Meeting of the Board of Directors, the Board of Directors shall hold such number of other regular meetings at such times and at such places as may from time to time be determined by the Board of Directors; provided, however, that, inclusive of the Annual Meeting, the Board of Directors shall meet no less frequently than once every four (4) months. Special meetings of the Board of Directors may be called by the Chairperson or the Vice-Chairperson, and shall be called by the Secretary on the written request of any three (3) or more Directors. Notice of all regular and special meetings stating the place, date and hour of the meeting shall be given to each Director either: (i) if by mail (US Postal Service or express courier), not less than forty-eight (48) hours prior to the scheduled starting time of the meeting, (ii) if delivered personally, by telephone, electronic mail or facsimile transmission, not less than twenty-four (24) hours, notice prior to the scheduled starting time of the meeting, or (iii) on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate under the existing circumstances. Notice of a meeting need not be given to any Director who submits a signed waiver of notice in accordance with these Bylaws and Section _____ of the Not-For-Profit Corporation Law.

Section 3.11 Meetings by Means of Conference Telephone. Any one or more Directors or members of a committee of the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communications equipment allowing all persons participating in such meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 3.12 Quorum; Attendance of Board Meetings by Executive Director and Secretary.

(a) Except as may be otherwise specifically provided by the Not-For-Profit Corporation Law, the Articles of Incorporation of the Foundation or these Bylaws, at all meetings of the Board of Directors, one-third (1/3) of the entire Board of Directors, but in no event fewer than three (3) Directors, shall constitute a quorum for the transaction of business; provided, however, that in the case where there is only one (1) Director, such one (1) Director shall constitute a quorum for such purposes. If a quorum shall not be present at any time during a meeting of the Board of Directors that commenced with a quorum, the Directors present thereat may adjourn the meeting to another time and place until a quorum shall be present.

(b) The Executive Director and the Secret

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FROM: LESLIE CAGAN, member of the Pacifica National BoardDATE: January 24, 2001 RE: DRAFT OF REVISED BYLAWS FOR PACIFICA FOUNDATION

Earlier today the proposed revisions to the Pacifica bylaws were posted to these lists. If you have already read that document you will have seen that the cover memo encourages the board members to get feedback and comments, and that any feedback needs to come through a board member. Both I and Beth Lyons, another national board member from the NYC area, are willing to receive any comments you wish to make on these proposed revisions.

In the cover memo from Mr. Murdock, he indicated a time line for comments, etc. Please note that in a conference call on Jan. 24th Mr. Murdock said he was open to considering changing the time line, although no new dates have been put forth yet. Therefore, we encourage you to get us any comments as quickly as possible, and no later than Feb. 5th.

If you are interested in sending feedback - which we MUST have in writing - you can get it to us any of the following ways:

Email to Leslie Cagan - lesliecagan@igc.org
Regular mail to
Leslie Cagan
550 Ft. Washington Ave. #3E
New York, NY 10033

Email to Beth Lyons - bethlyons@aol.com

Thank you.

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