Below are responses and resolutions from the

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From: Carol Spooner
Date: Sun Jan 26, 2003 2:20 am
Subject: Comments re lawyers' Draft Bylaws

Besides the very serious issue of diversity in the bylaws, the following issues have so far been flagged either by national or local board members, some legal, some structural, and some practical. The notes below are my summary of those issues that have been brought to my attention (sometimes with my personal suggestions for solutions) -- I'd appreciate any additions and comments. I apologize that the notes are not arranged in order and identified by the bylaws section number ... I have not had time to do that yet.

1) Number of delegates on the local boards -- needs to be 24 (or 16- 24) with 1/4 elected by staff members & 3/4 elected by listener-sponsor members at each station. (I think the variable number creates problems and we should just say 24 delegates.) In addition, I believe at least 3 LABs will agree to permitting one (not 3) additional seat for an "associate station" representative ... but no other appointed seats on the LSBs. Because the "associate station" rep would not be a delegate of the members, we probably need language that s/he cannot vote for election of directors and is not eligible for election by the LSB to the office of director.

2) Number of directors -- needs to be 20-23, with 4 elected by each LSB from among their delegates one of whom is a staff delegate. The additional 3 potential "at large" seats could be elected -- or not, at their option -- by the directors elected by the LSBs from nominees put forward either by an "affiliate station" or "any caucus of affiliate stations" OR by 3 LSBs. Such nominees would not be required to be former LSB delegates. The definition of "affiliate station" needs to revert back to the language we had that contemplates future technologies -- i.e., internet broadcasters, digital broadcasters, etc. Affiliate stations would be any such "non-profit non-commercial broadcaster who broadcasts programming produced or distributed by Pacifica by agreement with Pacifica." Is it legally permissible for the board of directors to have discretion to fill none or one or more of the 3 potential "at large" seats?

3) We do not agree that the number of board members must be odd (rarely do all directors show up for a meeting, anyway). But, in the event of a tie vote at Pacifica, that means more discussion is needed. We do not agree that the Executive Director should vote to break a tie.

4) We do not want to use the title "president" -- the Executive Director is the Chief Executive Officer of the Foundation.

5) Terms of members --- this section appears unnecessary and confusing. The definition of membership -- "within the preceding 12-month period" for listener-sponsor members or "within the preceding 3-month period" for unpaid staff or "current" for paid staff -- appears to adequately address and define the term of a member. If, on any particular "date of record", a person has not done the qualifying act within the time period specified, then s/he is not a member entitled to vote.

6) Terms of directors -- there is awkwardness with the out-of-sync election of delegates and directors. It is our intent that all directors (except "at large" directors) shall concurrently be LSB delegates. It appears to me that the easiest way to accomplish that would be language to the effect that a director's term is 3 years, however it terminates at death, resignation, or termination of his/her term as an LSB delegate. (This would mean that if a director were not elected for a 2nd term as a delegate, or his 2nd term as a delegate expired, during his/her term as a director then his/her term on the board of directors would end. The LSB would then fill the vacancy for the remainder of the 3-year term. (Both the kpfT LAB & the kpfA LAB would prefer to handle this problem by making national board terms for 1 year.)

7) Vacancies -- on LSBs should be filled with the next available candidate from the last election of delegates.

8) Proxy voting by members -- while that may turn out to be a practical necessity, most oppose it at this point. I think this is something to be looked at in bylaws revisions a couple years down the line ... not likely to be approved at this point.

9) Quorum should be a "majority" of the body -- and Acts of the LSBs and national board should require a majority of those "present and voting" ... NOT of the whole body. (I note that this wording about acts of the board is included in the LSB section, but missing from the national board section and needs to be added there.) A majority is easy to calculate, while 50% or 51% may be fractional numbers.

10) National board committees -- It was our intent that all national board committees include at least 1 national board member and 2 LSB members from each station area. This was deliberate, in order to insure "integrated" committee and policy development structure between national and local interests. There needs to be some language stating an exception where inclusion of LSB members would be inappropriate for legal confidentiality reasons. But those exceptions should be few and far between.

11) Local Station Boards --- the word "advisory" needs to come out -- it rankles too deeply. These local station boards are committees of the national board with real powers delegated to them. They can be overridden by the national board, but their duties are substantial. It was our intent that these LSBs have hiring/supervision/firing authority over the station GM. This power can be exercised in consultation with the ED, but the ED cannot override the LSB. If the ED disagrees with the LSB, then the issue must be decided by the national board. As written, it looks like the authority is with the ED, rather than the other way around. This needs to be fixed.

12) Local board committees -- these need to be open to public membership and participation, subject to the usual confidentiality restrictions where applicable. It was our intent that these committees be mainly filled by member-volunteers, with one or 2 LSB members serving on each committee. These ARE advisory committees, and their open nature is important to our membership.

13) We need provisions for the members to recall their delegates (and any delegate serving as a national board member) by gathering enough signatures on a petition to trigger a recall vote. A reasonable number of signature seems like 10% of those who voted in the last election of delegates. Any delegate recalled by the members would automatically be removed from the national board if applicable. Removed delegates would not be eligible for reelection for 3 years. It needs to be clear that a delegate recall could be mounted in a single station area -- i.e., it would not require a vote of the full membership to recall a KPFA delegate or director.

14) Removal of national directors by the LSB that elected them -- needs to be easier in order to make these directors truly accountable to their local base ... suggest that a recall require 2/3rds of those LSB members present and voting but not less than a majority of the full LSB. Adequate notice of a meeting where vote to remove would be required -- say 30 days.

15) There is some concern that officers of the LSBs should be required to be delegates. I'm not certain that is necessary, since officers serve at the pleasure of the body. However, the concern has been raised.

16) Removal from local and national boards should be automatic based on 3 consecutive unexcused absences ... easier to keep track of than 80% of the meetings in a year.

17) I don't believe the current LABs will approve the restriction against on-air staff delegates serving as national directors. As I understand it, the Houston, LA & Berkeley LABs all disapprove of that restriction.

18) Now looks like we want 4 (rather than 3) regular national board meetings per year. The national board must meet in September to approve the budget, therefore quarterly meetings would be required in September, December, March & June ... with new directors seated annually in March. (But December is a HORRIBLE month for a board meeting ... how do people feel about September, January, March & June? ... the fiscal year-end budget work should begin in June in order to have the budget in shape for September approval.)

19) Officers terms -- board chair, vice-chair, treasurer & secretary - - should be for one year ... with elections each year in March.

20) In-person presence at in-person meetings should be required (no telephone appearance at these meetings permitted). However, telephonic meetings of the board should be permitted.

21) We need to look at the requirements to amend the bylaws and articles again. Should be harder to amend articles than bylaws. Members should be able to propose amendments by petition signed by 2% (?) of the members. But do we need members approval of ALL bylaws changes (including those that do NOT adversely affect their rights)? I think not. National board should be able to amend the bylaws by majority vote with approval of 3 out of 5 of the LSBs (by majority vote) unless members' rights are affected? Amendments to Articles should require 2/3rds majority of national board plus majority of a quorum of the national membership?

22) Political candidates/office holders/appointees -- are barred from service on local and national boards while they are a candidate or office holder -- but not for 3 years after. The national board struck that 3-year language.

23) Single Transferrable Voting -- the number of votes needed to be elected under this voting system, where X = number of votes cast & y = number of seats open for election, is (x/y+1) + 1 vote. No tie votes are possible under this voting system. This section needs to be re- worded. The number of votes cast canot be determined BEFORE the votes are counted because there are often spoiled ballots.

24) "Vacancies" among delegates -- there will never be an election for only one delegate. The word "vacancy" is inappropriate and confusing - - this section should be re-named "election of local board delegates".

25) Establishing staggering for delegates' terms -- we need a footnote to the bylaws stating how we are going to establish the staggering in the first election. For the local boards, the top 1/2rd vote getters will be elected for terms ending December 2005, the bottom half for terms ending December 2004, Thereafter 1/2 of the local delegates will be elected for 3-year terms, with half elected 2 years in a row and the 3rd year being a no-election year.

26) Establishing staggering for directors' terms -- we need a footnote stating how we are going to establish the staggering for the first election of directors (and also waiving the requirement of 1 years' service as a delegate in the first election). Each newly elected LSB will immediately elect 4 directors ... the top vote getter will be elected for a term expiring March 2006, the next 2 will be elected for a term expiring March 2005, the last will be elected for a term expiring March 2004. Thereafter, the LSBs will elect one (or 2) directors each year, as applicable for 3-year terms.

27) Elections supervisor -- There is considerable concern coming from some station areas that the current LABs cannot fairly and impartially select an elections supervisor. I think this assessment could be accurate and some safeguards are needed. This could be done by the bylaws providing that a national elections supervisor will be selected by the national board, and that the national supervisor will appoint a local election supervisor for each station area. The elections supervisors for each station area, and the national supervisor, will be required to be neutral persons, not employees or board members, preferrably experienced or recommended by organizations experienced in elections supervision. The ballots should be mailed back to the national headquarters for counting under supervision of the national election supervisor. Also, we do NOT have signatures of our members on file, so this requirement of matching signatures is not possible. On line voting should be permitted, with a numerical code system to secure ballots and prevent duplicates.

28) Elections time frame -- roughly 60 days for nominations period, 21 days for ballot preparation, 30 days for ballot return, 10 days for ballot counting -- with the results of the LSB elections to be announced by December 1st each year (with the exception of the first election cycle which will begin as soon as possible after adoption of these bylaws). This would require a timetable of nominations open August 1st and close Sept 30th, ballots are prepared and mailed by Oct 21st, and must be returned by Nov 20th, ballots counted by Dec 1st and certified to board. New delegates seated at December LSB meeting.

• The lawyer's bylaws draft