Diversity bylaw committee documents
-------------------
Hamanaka interpetation and discussion
David R. Fertig
Date: TueMay20,2003 10:29
pm
Subject: Re: [Pacifica_Diversity] BYLAWS EXCERPTS MAY 20, 2003 BY DRF
Friends,
Attached is a copy of the complete modified bylaws draft according to my
understanding, I paste below in the email the elements worked on by our
Diversity Language Committee.
Because many of the votes were thin margins, and one in fact was tied,
this is still a very controversial model with a thin margin of
support.
Thus I pose both suggestions for the procurement language, although the
second suggestion prevailed, and for the one tied vote (Article 4,
Section 7, second paragraph) I pose both
the language offered by me, Dave Fertig ("Fertig"), and
that offered by Mimi Rosenberg and Sheila Hamanaka (Hamanaka). This
paragraph addresses the manner of deciding how the added delegate seats
are filled.
Also, to conform to law, and since the LSB's are committees of the
PNB, I change reference to LSB's and delegates to indicate we are
electing delegates, not LSBs.
Note too, I corrected a scriveners' error in Article 17, Section 1,
subsection B.4., to clarify that membership approval of a bylaw amendment
is accomplished by a majority vote of those voting in a quorum, rather
than a majority of the members altogether.
The following (and attached as an RTF format doc) is material intended to
reflect the current product of the Diversity Language Committee. Please
read it in conjunction with the Version "A" of the Pacifica
Bylaws dated today, May 20, 2003. Reference Article 1
Section 4; Article 3, Sec. 10; Article 4, Secs. 5, 7, 10 & 11;
Article 5 Secs. 1, 3 & 6, Article 8 Sec. 4, Article 17, Sec.1
B.4.
I (Dave F) drafted it, that does not mean I endorse the contents, merely
that I tried to make it a coherent and accurate record of what the
committee has voted upon.
SPEAKING OF ENDORSEMENT: It has been suggested, and I agree, that
each committee member should indicate, via email, whether and to
what extend she or he supports the proposals before us.
I will reserve my personal comments and preferences for a separate
email.
PACIFICA BYLAWS DIVERSITY COMMITTEE
*DRAFT* LANGUAGE May 20, 2003 Dave Fertig,
compiler
to be integrated into the prior version "A" bylaws. Subject to
review by other committee members, for corrections, changes and
etc.
Here is draft bylaws language excerpted from the huge text of bylaws,
intended (by drafter Dave Fertig) to accurately reflect those specific
provisions of the bylaws which have been reviewed and recommended by a
majority vote of the Pacifica Bylaws Diversity Language Committee, up to
the meeting of May 13, 2003 and some subsequent comments (May 16 and
later.)
This too has "red lined" additions and interlineated
deletions. Since the red color sometimes does not translate, I also
put additions in CAPS (SORRY.) and/or underlines.
I also integrate the provisions that include the procurement language
(and minority position), the 10% threshold language, the equal delegate
terms, the shortened Record date for first election, and the added
language about statistical sources. And, I return the correct paragraph
from the transition clause erroneously elided in the past draft, which
provided for staggered elections.
PROCUREMENT LANGUAGE: ("Suggestion 2" prevailed in a DLC
committee vote. The Minority position is for "Suggestion 1.")
TO BE INSERTED AT ARTICLE 1 SECTION 4 SUBSECTION B (MAKE FIRST
PARAGRAPH "A")
ARTICLE ONE
IDENTITY
AND PURPOSE
...
SECTION 4. COMMITMENT TO DIVERSITY
A. The Foundation is committed to diversity and inclusion of people of
all nations, races, ethnicities, creeds, colors, classes, genders, sexual
orientations, ages and people with disabilities in its programming,
staff, management, committees and governance.
B. (Suggestion 2) The Pacifica
Foundation and all of its broadcast entities shall be required to
purchase its goods, services, and contracts from small businesses or
businesses primarily owned by members of underrepresented communities.
Pacifica shall have as its goal the purchase of a minimum of 50% of its
goods, services, and contracts from underrepresented and small
businesses. To qualify as an underrepresented community business,
ownership by the underrepresented community member(s) must meet or exceed
51%. Where possible goods and services produced and handled by union
labor should be the preferred choice for procured.
(Suggestion 1- minority position by Diallo Kantambu, et
al.)
To the extent available, the Pacifica Foundation and all of its
broadcast entities shall be required to purchase its goods, services, and
contracts from small businesses or businesses primarily owned by members
of underrepresented communities as defined and described by the
Committees of Inclusion in the station area making the purchases. To
qualify as an underrepresented community business, ownership by the
underrepresented community member(s) must meet or exceed 51%. Where
possible goods and services produced and handled by union labor should be
the preferred choice for procured.
ARTICLE THREE
MEMBERS OF THE FOUNDATION
...
SECTION 10. RECORD DATE
The record date for purposes of determining the Members entitled to
receive notice of any meeting, entitled to vote by written ballot or
entitled to exercise any other lawful membership action, shall be
forty-five (45) days before the date of the special meeting, 45 days
before the day on which the first written ballot is distributed, or made
available, to the Members, or 45 days before the taking of any other
action, as
applicable.
HOWEVER, FOR THE 2003 ELECTIONS FOR LOCAL STATION BOARDS, THE RECORD DATE
FOR THE SAME PURPOSE SHALL BE THIRTY (30) DAYS BEFORE THE DATE ON WHICH
THE FIRST WRITTEN BALLOT IS DISTRIBUTED, OR MADE AVAILABLE, TO THE
MEMBERS.
ARTICLE FOUR
...
SECTION 5. DIVERSITY OF DELEGATE NOMINEE POOLS
Prior to the opening of nominations for Delegates in any election
year (prior to July 25th), the local Committee of Inclusion ("COI")
(described in Section 4 of Article 8 of these Bylaws) shall establish
diversity goals for the Delegate candidate pools for that station for
both Listener Sponsor Delegates and Staff Delegates SO THAT THE CANDIDATE
POOL COMPOSITION SHALL BE REASONABLY DEMOGRAPHICALLY CONSISTENT WITH THAT
OF THE LOCAL STATION SIGNAL AREA, ALSO RECOGNIZING THE NEED TO INCLUDE
HISTORICALLY UNDER REPRESENTED GROUPS.
At the close of the nomination period on September 25th, the local COI
shall within three days evaluate the pool of candidates to determine
whether the diversity goals have been met. If the local COI
determines that the diversity goals for the candidate pool(s) have not
been met, the nomination period
SHALL
be extended for two weeks -until October 9th -; and if the diversity
goals have still not been met the nomination period
SHALL
be extended for a second two weeks -until October 23rd -; provided,
however, that the local COI must notify the local Elections Supervisor of
any extension not later than three days after the close of nominations or
any extension thereof and if the local Elections Supervisor is not timely
notified there shall be no extension (i.e., not later than September 28th
for a first extension, and not later than October 12th for a second
extension, if any). The latest date for close of nominations --
after two extensions -- shall be October 23rd. During any extension
of the nominations period, the local COI and other appropriate local
committees will be expected to conduct additional outreach efforts to
under represented groups to enhance the diversity of the pool of
candidates. If after two consecutive extensions, the diversity
goals have not been met, the election of Delegates shall go forward
regardless of the composition of the candidate pools
DEMOGRAPHICS
SHALL BE ASCERTAINED FROM GOVERNMENTAL, ACADEMIC AND COMMUNITY SOURCES,
SUCH AS THE U.S. CENSUS BUREAU, LOCAL GOVERNMENT, LOCAL UNIVERSITIES AND
ORGANIZATIONS
SECTION 7. SELECTION
OF ADDITIONAL DELEGATES FOR DIVERSITY (this is modified to be
consistent with other text, for example, the vote on paragraph two was
tied, so I tried to make it consistent with the other votes and language)
AFTER the election of Delegates in any given election year, THE
LOCAL COI SHALL EVALUATE THE COMPOSITION OF THE LOCAL STATION BOARD
(INCLUDING all the RECENTLY ELECTED Delegates elected by the
Listener-Sponsor Members and Staff Members) TO DETERMINE WHETHER THE LSB,
AS CONSTITUTED, MEETS THE APPLICABLE DIVERSITY GOALS.
WITHIN ONE
WEEK of THE CLOSE OF THE ELECTION, THE LOCAL COI SHALL ISSUE A WRITTEN
REPORT REFLECTING ITS FINDINGS. THIS REPORT shall be ISSUED
PUBLICLY, IT SHALL BE PROVIDED to THE CHAIR OF THE LSB AND THE
FOUNDATION, AS WELL AS BEING POSTED AT THE APPLICABLE STATION AND ON ITS
WEBSITE. IN THE EVENT THE LOCAL COI FINDS THE LOCAL STATION BOARD
AS CONSTITUTED DOES NOT MEET THE APPLICABLE DIVERSITY GOALS, THEN
IT MAY SEAT UP TO FIVE ADDITIONAL DELEGATES.
FERTIG LANGUAGE:
SAID ADDITIONALLY SEATED CANDIDATES SHALL BE THOSE UNELECTED CANDIDATES
WHO GAINED THE HIGHEST VOTE RANKING WHO ARE EITHER WOMEN OR MEMBERS OF
HISTORICALLY UNDER REPRESENTED GROUPS.
HAMANAKA
LANGUAGE:
SAID ADDITIONALLY SEATED CANDIDATES SHALL BE THOSE UNELECTED CANDIDATES
WHO GAINED THE HIGHEST NUMBER OF VOTES IN EACH CATEGORY DEFINED BY
THE RELEVANT COI AS REQUIRING ADDITIONAL REPRESENTATION AFTER THE
ELECTION IN ORDER TO MEET THE DIVERSITY GOALS. SUCH ADDITIONALLY SEATED
CANDIDATES SHALL BE AUTOMATICALLY DESIGNATED, WITHOUT DISCRETION BY THE
COI, IN THE FOLLOWING SEQUENCE: FIRST, THOSE IN CATEGORIES WITH NO
CURRENT OR JUST-ELECTED DELEGATES, AND SECOND, THOSE IN CATEGORIES WITH
ONE OR MORE DELEGATES BUT NOT ENOUGH TO FULFILL THE RELEVANT GOAL,
STARTING WITH THOSE CATEGORIES WHICH FALL FURTHEST SHORT. IN THE EVENT
THAT THERE ARE MORE CATEGORIES WITH NO DELEGATES THAN THERE ARE AVAILABLE
SEATS, THE ADDED SEATS SHALL BE DESIGNATED TO THE HIGHEST RANKED
VOTE-GETTERS UNTIL THE SEATS RUN OUT. IN THE EVENT THAT THERE ARE MORE
CATEGORIES WITH INADEQUATE NUMBERS OF DELEGATES THAN THERE ARE AVAILABLE
SEATS, THE ADDED SEATS SHALL BE DESIGNATED TO THE HIGHEST RANKED
VOTE-GETTERS UNTIL THE SEATS RUN OUT.
(common
language): THERE SHALL BE NO MORE THAN FIVE such ADDED
DELEGATES PER
SIGNAL AREA at any ONE TIME,
CONSISTENT WITH SECTION 2 OF ARTICLE 7. In
order to roughly maintain the ¼ ratio of Staff Delegates to
Listener-Sponsor Delegates, the first two Delegates selected, if any,
shall be drawn from the Listener-Sponsor candidates, the third Delegate
selected, if any, shall be drawn from the Staff candidates, and the
fourth and fifth Delegates selected, if any, shall drawn be from the
Listener-Sponsor candidates.
NO
PERSON SHALL BE NAMED TO AN ADDED DELEGATE SEAT WHO DOES NOT RECEIVE AT
LEAST 10% OF THE NUMBER OF MINIMUM VOTES REQUIRED TO BE DIRECTLY ELECTED
IN THE SAME
ELECTION. In the
event that there are no
ELIGIBLE
CANDIDATES REMAINING IN THE APPROPRIATE POOL WHO ARE NEEDED TO MEET
THE APPLICABLE DIVERSITY GOALS, THEN NO FURTHER APPOINTMENTS SHALL
BE MADE.
SECTION 10. TRANSITION
ELECTION OF DELEGATES
Following the adoption of these Bylaws, and consistent with that
Settlement Agreement dated December 12, 2001, there shall be an election
for all Delegates for each radio station area. The interim Board of
Directors, by resolution, shall establish a nomination and election time
frame for said elections, which time frame may be shorter and on dates
other than those set forth in Section 4 of this Article of these
Bylaws.
For purposes of this transition election, only, local Committees of
Inclusion shall be established consisting of one Director, three of the
current Local Advisory Board Members from each radio station who shall,
by Single Transferable Voting method, choose a minimum of three and a
maximum of eleven additional Local COI members. These local
Committees of Inclusion shall have three weeks after the opening of
nominations to set diversity goals for the candidate pools for Delegate
elections for their respective station areas. To avoid actual
or potential conflicts of interest, no member of a local Committee of
Inclusion may run for election as a Delegate (except that if all the
current interim Directors from a station area intend to run for election,
then one of them who shall be chosen by lot shall serve on the local
Committee of Inclusion for his/her station area, and if there are not
three LAB members who do not intend to run for election, then three LAB
members shall be chosen by lot to serve on the local Committee of
Inclusion).
FOR PURPOSES OF THIS TRANSITION ELECTION, ONLY, IN EACH SIGNAL AREA, THE
3 STAFF DELEGATES AND 9 LISTENER-SPONSOR DELEGATES ELECTED RECEIVING THE
LOWEST VOTE RANKING AMONG THOSE ELECTED SHALL SERVE UNTIL SAID LSB'S
DECEMBER 2004 MEETING TO SEAT NEW DELEGATES, UNLESS RE-ELECTED OR SOONER
REMOVED PURSUANT TO THESE BYLAWS. BEGINNING WITH THE 2004 ELECTION FOR
DELEGATES, SAID DELEGATE ELECTIONS SHALL THEREAFTER PROCEED IN ACCORDANCE
WITH THE REMAINDER OF THE NON-TRANSITIONAL ELECTION PROVISIONS
HEREIN.
SECTION 11. DELEGATES' TERMS OF OFFICE; TERM LIMITS
A Delegate's term of office, shall be three (3) years, beginning in
December. A Delegate may serve a maximum of two consecutive 3-year
terms. A Delegate shall not be eligible for further service as a
Delegate until one year has elapsed after the termination of the
Delegate's second consecutive three-year term.
ARTICLE FIVE
BOARD OF DIRECTORS OF THE FOUNDATION
SECTION 1. F:
FACILITATE TRAINING
The PNB shall work with the Committees of Inclusion to develop
anti-racism and anti-sexism training for Pacifica management, staff,
programmers, boards and committees.
SECTION
3.NOMINATION AND
ELECTION OF STATION REPRESENTATIVE DIRECTORS
. . .
D.DIVERSITY;
ADDITIONAL STATION REPRESENTATIVE DIRECTORS
AFTER the ELECTION OF Station Representative Directors IN ANY GIVEN
ELECTION YEAR, THE NATIONAL COI shall EVALUATE THE COMPOSITION OF THE
BOARD OF DIRECTORS (BOARD) TO DETERMINE WHETHER THE BOARD, AS
CONSTITUTED, MEETS THE APPLICABLE NATIONAL DIVERSITY GOALS BASED ON
THE DEMOGRAPHICS OF THE COMBINED SIGNAL AREAS OF PACIFICA-OWNED RADIO
STATIONS, USING THE SAME METHODS SET FORTH IN Article 4, Section
5.
WITHIN
ONE WEEK OF THE CLOSE OF THE ELECTION, THE NATIONAL COI SHALL ISSUE A
WRITTEN REPORT REFLECTING ITS FINDINGS. THIS REPORT SHALL BE ISSUED
PUBLICLY, IT SHALL BE PROVIDED TO THE CHAIR OF EACH LSB AND THE
FOUNDATION, AS WELL AS BEING POSTED AT EACH STATION AND ON THEIR
WEBSITES. IN THE EVENT THE NATIONAL COI FINDS THE BOARD AS
CONSTITUTED does not meet the diversity goals AS DESCRIBED ABOVE, THEN IT
SHALL INVOKE IN ITS REPORT THE REQUIREMENT THAT THE BOARD SECRETARY MUST
NOTIFY THE CHAIRS OF THE FIVE LOCAL STATION BOARDS TO IMMEDIATELY CONVENE
THEIR RESPECTIVE RADIO STATION DELEGATES -PRIOR TO THE JANUARY BOARD
MEETING -TO NOMINATE AND ELECT BY THE INSTANT RUNOFF VOTING METHOD A
FIFTH DIRECTOR FROM AMONG EACH RADIO STATION'S DELEGATES, in order to
implement the applicable diversity goals. Any such additional
Station Representative directors may be either Listener-Sponsor Delegates
or Staff Delegates. The second order of business at the Board of
Directors'meeting in January shall be to adopt a resolution adding five
(5) Directors to the Board for a period of one year and then to seat
those additional five Station Representative Directors for terms that
shall expire the following January.
SECTION 6. TRANSITION ELECTION
Following the adoption of these Bylaws, and within the time frame
established by the interim Board, and following the transition election
of Delegates pursuant to Section 10 of Article 4 of these Bylaws, the
Delegates from each station area shall meet and elect four (4) Directors
-three (3) of whom shall be Listener-Sponsor Directors elected by Single
Transferable voting, and one (1) of whom shall be a Staff Director
elected by Instant Runoff Voting. For the purposes of this election and
contrary to the provisions of Section 3(A) of this Article, one year's
previous service as a Delegate shall not be an eligibility
requirement. The term of these Station Representative Directors
shall expire upon the election and seating of their successors in January
2005. In the event that those twenty (20) Directors, taken as a
whole, are DEEMED BY THE NATIONAL COI not TO meet the national
diversity goals based on the DEMOGRAPHICS OF THE COMBINED SIGNAL
AREAS OF PACIFICA-OWNED RADIO
STATIONS,
using the same methods set forth in Article 4, Section
5, then the provisions of
Section 3.D, above, shall apply, except that the additional five
Directors shall be immediately elected by the radio station Delegates and
seated at the first meeting of the newly elected Board and a resolution
of the new Board expanding the number of Station Representative Directors
to twenty-five (25) until January 2005 shall be adopted by the new Board
at its first meeting. In addition,
nominations for the two (2) Affiliate Directors shall be opened.
ARTICLE EIGHT
OTHER COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 4. COMMITTEES OF INCLUSION
The
Foundation shall require diversity throughout its institutional
structures.
For the purpose of developing and monitoring diversity, there shall be
established a standing committee of the Board called the "National
Committee of Inclusion" ("COI"). The National COI shall have
five local subcommittees known as "Local Committees of Inclusion".
The local COIs shall each consist one Director and three LSB members who
shall be elected in January each year by their respective LSBs using the
single transferable voting method. Those four shall choose at least
three and not more than eleven additional local COI members each year
who have
affirmed their support for the foundation's
mission. The
National COI shall be made up of the Directors from each Local COI and
two additional Local COI members elected by the Local COI using the
Single Transferable Voting
method.
In electing local and National COI members, the LSBs and Local COIs,
respectively, shall apply demographic data as set forth in Article 4,
Section 5, with the goal of the fullest inclusion of members of
societally under represented and disenfranchised
groups. To avoid
actual or potential conflicts of interest, no member of a COI may run for
election as a local station Delegate while serving on the local COI, and
s/he must resign from the COI immediately should s/he commence gathering
nomination signatures for his/her candidacy as a Delegate.
Any and all actions of the National Committee of Inclusion or any of its
local subcommittees may be overridden by the Board of Directors if it
deems it appropriate or necessary.
The National COI shall: (a) monitor the diversity of the national staff
and the Board of Directors and its committees and make recommendations
for improvements, (b) monitor the diversity goals throughout all Pacifica
network stations, and (c) communicate closely with the Local COIs
regarding their progress toward their diversity goals.
Local COIs shall monitor inclusion of under-represented communities in
their station programming, volunteer staff, and paid staff. They
will also monitor Delegate election candidates and will work with the
appropriate local LSB committees to improve the diversity of Delegate
election candidates.
Local COIs shall help establish and monitor diversity goals in
consultation with station management and volunteer committees. These
diversity goals will be published and maintained in each respective
signal area. Communities deemed to be under-represented by the
local COIs will be identified and the extent of their
under-representation shall be communicated to the Board, the respective
LSBs and LSB committees, and station management. Station management
and the LSB committees
SHALL TAKE ALL
STEPS REASONABLY NECESSARY TO ACHIEVE INCLUSION OF THESE
COMMUNITIES in their future
decisions about staffing, programming, committee membership, and Delegate
candidate outreach and recruitment.
Local station management and LSB committees shall report quarterly to the
local COIs, the National COI, and the LSBs on the status of diversity
goals within their respective signal areas. The National COI shall
query and monitor signal areas with identified under-represented
communities about their plans for addressing these communities.
Where necessary and with due notice, the Board may suggest or direct
managers and committees to implement specific measures to
ATTAIN THE
APPLICABLE DIVERSITY.
The Board and National COI will assist and encourage station managers and
committees in finding new ways to improve recruitment efforts in their
respective signal areas in an effort to achieve diversity goals.
The Committees of Inclusion shall serve as a liaison to and between
management, volunteers, Listener-Sponsor and Staff Members, and the
community at large to establish and maintain DIVERSITY in all Foundation
programming, committee membership, and candidate outreach
IN CONFORMITY
WITH THE APPLICABLE DIVERSITY
GOALS.
All Committees of Inclusion shall operate in adherence to the Foundation
Bylaws and policies. The National Committee of Inclusion shall
develop a written document for approval by the Board of Directors which
shall be called "Committees of Inclusion Operational
Guidelines" that describes the committees' charge and policies
regarding implementation of that charge.
ARTICLE SEVENTEEN
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
SECTION 1. AMENDMENT OF BYLAWS
...
B.VOTING AND
APPROVAL
...
4.If a vote of the
Members is required hereunder for the approval of any proposed amendment,
then no later than 60 days after the vote of the Board and Delegates
above, written ballots shall be distributed, or otherwise made available
to the Members, pursuant to the provisions of Sections 8(A), 8(B), 8(C)
and 8(D) of Article 3 of these Bylaws, to vote on the proposed
amendments. To be approved, a proposed amendment must receive the
approval of
the Members BY A MAJORITY
VOTE, provided that a quorum
must be established by written ballot. If the proposed amendment
would impact one class of Members differently from another class, the
Members shall vote in classes and the majority vote of the Members of
each class shall be required to approve the amendment, provided that a
quorum of each class must be established by written ballot. The
results of said amendment ballot shall be reported within 30 days of the
date the ballots must be returned to be counted and shall be posted on
the Foundation's website.
...
###
D Fertig, May 20,
2003
Hamanaka interpetation and discussion
-------------------
Diversity bylaw committee documents
|