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MEMO TO THE PACIFICA COMMUNITY

FROM: Leslie Cagan, chair of the Interim Pacifica National Board

DATE: July 27, 2003

Last night, July 26th, I sent a memo to the members of the Interim Pacifica National Board and the chairs of the five LABs explaining the steps I am taking in response to the fact that we have not yet adopted new bylaws for the Foundation. (A copy of that memo is included below.)

Most importantly, we will NOT be convening the regularly scheduled meeting of the IPNB in New York City on the weekend of August 15, 16 and 17th. Instead, there will be a special meeting of the IPNB members, the LAB chairs and the Foundation's Executive Director for the sole purpose of coming to agreement on bylaws language. (More details about the meeting are included in the memo below.)

I am very sorry that once again I have to inform the Pacifica community that a scheduled meeting of the IPNB is being changed. At the same time I hope you all understand that until we adopt new bylaws it is impossible to move forward on many of the pressing issues the Foundation and each of the five stations faces. It is time for everyone committed to Pacifica to help us develop a compromise that works, one that will allow us to adopt bylaws, move into elections of local boards and a new national board and to begin the next phase of re-building this network. Your support for this emergency process is greatly appreciated.

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MEMO TO: Members of the Interim Pacifica National Board and the LAB Chairs
cc: Dan Coughlin
FROM: Leslie Cagan, chair of the IPNB
DATE: Saturday, July 26, 2003

NEXT STEPS ON THE BYLAWS

We are all aware of the present situation. After nearly 16 months of hard work in all five listening areas and on the national board we still do not have agreement on new bylaws for the Foundation. It is absolutely essential that we take collective action as quickly as possible. The Foundation cannot continue in this "interim" state...it is not healthy for any of the five stations nor for the national organization. We must come to agreement on new bylaws and move into the next phase of re-building Pacifica.

Those of us on this interim national board all agreed, when we went on the board, to take on the responsibility to make sure that the Foundation has new bylaws, and that those bylaws include election procedures for the boards. The LAB chairs all agreed to participate in this process and to shepherd the work of their respective LABs through this. We all knew we had to take on this work, both because it was mandated in the Settlement Agreement and because it is in the best interest of the Foundation to have new bylaws.

The various positions related to the most controversial bylaws issues have been stated, re-stated, argued, discussed and extensively written about. We all know there are some major differences within our ranks. But now we are at a critical juncture: how do we come to agreement on bylaws? It is crystal clear to me that there will have to be compromise, and, just to state the obvious, for compromise to work it will require each of us to be open to modifying her or his position.

I have read the recent emails with ideas about how to proceed, and I've given a lot of thought to this. This is what I am planning to do:

1) I will convene a mediated discussion of the members of the Interim Pacifica National Board, the five LAB chairs and the Foundation's Executive Director. This session will be conducted by at least one professional mediator, possibly two, over the course of two days.

2) The only people in the room will be the national board members, the LAB chairs, the ED and the mediator(s). 3) Our work will focus on the diversity issues. We will not be revisiting everything else in the bylaws, items that we know enjoy broad support.

4) This session will take place on Saturday, August 16th and Sunday, August 17th, a time that works for everyone. I am working on securing the professional mediator and will only change the date if it is impossible for the mediator to work with us on that weekend.

5) This session will take place outside of the five station areas. Once the location is in place I will notify everyone, no later than the middle of this coming week. 6) Any input from LAB members, station management and/or other staff or programmers, people involved in the five bylaws committees and the diversity language committee, or anyone else is most welcome. But that input will have to come in writing and through a member of the interim national board or one of the LAB chairs.

7) We will come to agreement on bylaws language. Ratification of the new bylaws will require approval by at least three of the five LABs, as well as by a formal vote of at least two-thirds of the interim board seven days later (which we will do via conference call).

This session will only succeed if each of us thoroughly considers where we can make changes in our own positions, and comes prepared to do so.

This is a dramatic step, I know. But I believe we must give this our best effort if we are going to succeed. Toward that end, I will also talk to each of you personally over the next two days to make sure you understand what I am planning and that you agree to participate in this process.

Moving forward in this way means that we will NOT have the previously scheduled meeting of the IPNB in New York City the weekend of August 15th. Instead, we will discuss budget and finance issues via conference call (more than one if necessary) and then convene a board meeting in NYC in Sept. to vote on the FY04 budgets and conduct other board business.

Finally, I know there was a recommendation that I convene a conference call to discuss how to proceed on the bylaws. I decided not to do that, believing it will only slow things down and could be a very difficult call at a moment when we need to find ways to work together.

I look forward to talking to each of you. Of course, as always, please feel free to contact me via email.

Leslie