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From: David R. Fertig [ iPNB - KPFK ]
Sent: Friday, June 20, 2003 10:58 PM
Subject: A, B, & C compared

REVIEW AND COMPARISON: EXCERPTS FROM Pacifica Foundation proposed bylaw drafts A, B, C June 20, 2003

This is an attempt, first, to set forth the differences between the three current drafts, A, B & C. Not to analyze them here, but set them forth. I refrain from any characterization or value judgment in the comparison of the drafts. If any is found or perceived, it is unintended. Also, except to introduce the pieces, I omit historical or procedural background. That can be found elsewhere.

Secondly, I set forth below a set of important issues and positions advanced by the KPFK LAB.

I welcome any queries or comments aimed at reaching understanding and resolving the issues set forth below.

INTRODUCTION:

In March, 2003, the interim Pacifica National Board of Directors (iPNB) met to consider approval of bylaws. The provisions were approved except those bearing upon the issue of achieving diversity in Pacifica. The Diversity Language Committee (DLC) was formed by the iPNB and produced language which is embodied in Draft A.

Thus Draft A contains provisions developed by the DLC.

Draft B reflects the base Bylaw terms already agreed upon by the iPNB, for which diversity language has been proposed (in Drafts A & C.)

Draft C provides a compromise between A & B. Simply put, the difference between "C" and the other two drafts is, like Draft “A", "C" empowers Committees of Inclusion to extend Local Station Board nominations periods (up to 2 two-week extensions) if it finds the candidate pool is not sufficiently reflective of the diverse communities within the local signal area. But "C" does not provide for added seats as in "A".

"C" further adds subscribership as a strata (added to programming, staff, management, committees and governance) which is to be monitored and considered in assessing and addressing diversity issues in Pacifica.

Below I set forth the varied provisions of the three drafts in an attempt to compare and contrast their differences. These are presented in order of their appearance in the drafts.

ARTICLE 1

ARTICLE 1 SECTION 4 COMMITMENT TO DIVERSITY {The added wording below, "all its institutions, including ... subscribership" is only in "C."}
The Foundation is committed to diversity and the inclusion of people of all nations, races, ethnicities, creeds, colors, classes, genders, sexual orientations, ages and people with differing abilities in all its institutions, including its programming, subscribership, staff, management, committees and governance.

Article 3 SECTION 10. RECORD DATE {First paragraph in all 3 drafts. Second paragraph is only in A & C.}
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 4 SECTION 4. NOMINATION AND ELECTION TIME FRAME {A & C are the same. "B" has no provision for extending the nominations period for diversity. Wording unique to A&C is bracketed.}

In a Delegate election year, the nominations for vacating seats shall open on July 25th and remain open for sixty-two (62) days, closing on September 25th, {subject to the provisions for diversity of the nominee pools set forth in Section 5 of this Article}. The national and local election supervisors shall thereafter prepare the written ballots for each radio station, and setting forth all other information required by these Bylaws. Ballots shall be mailed, or otherwise made available, to the Members on October 15th (or the following day if October 15th is a mail holiday) {unless the nominations period is extended pursuant to Section 6 of this Article. Extension of the nominations period at one radio station shall not extend the nominations periods or delay the elections at other radio stations.} To be counted a ballot must be received on or before November 15th (the "Election Close Date"). {In the event that the nominations period is extended pursuant to Section 6 of this Article, then the Election Close Date shall be November 29th or December 13th, as applicable.} All ballots shall be held sealed until the Election Close Date. If the required quorum of ballots is not received by the Elections Close Date, then the Elections Close Date shall be extended by two additional weeks. The national and local elections supervisors shall have up to 15 days after the Election Close Date to count the ballots and to certify the results to the LSBs, the Board, and the Members, which results must be posted to the Foundation’s and the radio stations’ websites. If no quorum of ballots is obtained by the extended Elections Close Date, then those Delegates whose terms would have expired upon the election of new Delegates shall remain in office until the next regularly scheduled Delegate election.

SECTION 5. DIVERSITY OF DELEGATE NOMINEE POOLS {from "C," the language is essentially same as "A." This provision is absent from "B".}
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. The goal for candidate pools shall be to reasonably reflect the demographics of the applicable signal area, as the COI determines said demographics based upon available governmental, academic and organizational data sources.

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 may be extended for two weeks –until October 9th –in the discretion of the local COI; and if the diversity goals have still not been met the nomination period may be extended for a second two weeks –until October 23rd –in the discretion of the local COI; 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 28 th 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

ARTICLE 4

SECTION 7. SELECTION OF ADDITIONAL DELEGATES FOR DIVERSITY {The "added seats provision" language is unique to "A".}

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 that COI's previously-set diversity goals for Delegate candidate pools.

Within one week of the close of the election, the Local COI shall issue a written report reflecting its finding. 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 COI's diversity goals for the local station signal area, then it may seat up to five additional candidates onto the LSB. 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 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 vote-getters until the seats run out. There shall be no more than five such added seats on the LSB at any one time, consistent with Section 2 of Article 7. In order to roughly maintain the 1/4 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 COI's diversity goals, then no further appointments shall be made.

ARTICLE 4 SECTION 9 TRANSITION ELECTION OF DELEGATES
{From "C." Similar to Article 4 Sec.10 IN "A", the chief difference is that "A" allows 4 weeks for COI’s to assess and set diversity goals for the candidate pool, "C" provides three weeks. And "A" erroneously reverses the order by which the highest and lowest ranked vote-getters face re-election. This is apparently a scrivener’s error. All three drafts provide for staggering, whereby in the first election half of the elected LSB which are the highest-ranked votegetters serve full terms, the seats occupied by the lowest votegetting half face elections the next year.}

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 this transition election only, the 3 Staff Delegates and 9 Listener-Sponsor Delegates for each radio station highest ranked in this first election shall serve for a term expiring December 2006, and the remaining 3 Staff Delegates and 9 Listener-Sponsor Delegates shall serve for a term expiring in December 2004. Beginning with the 2004 election of Delegates, Delegate elections shall thereafter proceed in accordance with the remainder of the provisions 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).

ARTICLE 5 SECTION 1 F.ANTI-RACISM AND ANTI-SEXISM TRAINING {Unique to "A"}
The PNB shall work with the Committees of Inclusion to develop and implement anti-racism and anti-sexism training for Pacifica management, staff, programmers, boards and committees.

ARTICLE 5 SECTION 1 Unique to "A" Article 5, Sec 3 D:

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 that Committee's 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 the applicable station and on their websites. In the event the National COI finds the Board as constituted has not met 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 National COI's 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.

Unique to "A" Article 5, Sec 6:
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 LSB 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 its 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.

"C" & "B" have: 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 LSB 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 addition, nominations for the two (2) Affiliate Directors shall be opened.

From "C": Article 8 SECTION 4. COMMITTEES OF INCLUSION
For the purpose of taking all steps reasonably necessary to prevent and correct manifestations of discrimination, as well as institutional racism and sexism, and to ensure diversity in all its institutions, there is hereby 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. 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. The Committees of Inclusion shall be broadly inclusive of disenfranchised and/or under represented 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, as well as subscribership, 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, subscribership, 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 Pacifica 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 will be expected to consider 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 improve the status of under-represented communities in their respective signal areas. 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 help Pacifica establish and maintain a goal of diversity aimed to reasonably reflect, within Pacifica, the demographics of the applicable signal area(s) and in the Foundation’s programming, subscribership, committee and board memberships, and candidate outreach.

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.

From "A" ARTICLE 8 SECTION 4. COMMITTEES OF INCLUSION

The Foundation shall require diversity throughout its institutional structures.

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) set and implement diversity goals for the Board of Directors as set forth in Article 5, Sections 3 and 6, (c) monitor the diversity goals throughout all Pacifica network stations, and (d) 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, monitor and implement 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 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 the goals of the COI in all Foundation programming, committee membership, and candidate outreach.

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.

From "B": Article 8 SECTION 4. COMMITTEES OF INCLUSION
In addition, there shall be established, in each of the Foundation’s radio station areas, standing committees of the Board to monitor the under-representation of communities in their respective radio station areas. These "Committees of Inclusion" shall include one Director and three LSB members from each radio station area who shall be elected by their respective LSBs, and such additional individuals as those four shall choose by majority vote. The Committees of Inclusion will monitor both station programming and staffing in consultation with the LSBs. They will also monitor the diversity of election candidates and work with the LSBs’ appropriate committees to improve the diversity of election candidates at the local and national level. These Committees of Inclusion shall monitor diversity participation in consultation with the general manager, local committees and the Board, the status of which will be published and maintained in each respective radio station area. Communities deemed to be under-represented by the Committees of Inclusion will be identified and the extent of their under-representation shall be communicated to the Board, the respective LSBs and any local outreach committees. Station managers and appropriate LSB committees will be expected to consider these communities in their future decisions about staffing, programming, and candidate outreach, subject to any applicable state and federal laws and regulations. All station managers and Committees of Inclusion will report to the Board and their respective LSBs quarterly on the status of diversity within their radio station areas. The Board shall query and monitor radio station areas with identified under-represented communities and any plans for addressing these under-represented communities’ increased participation. Where necessary with due notice, the Board will suggest and/or direct managers and committees to implement specific measures to improve the status of under-represented communities in their respective radio station areas. The Board will assist and encourage station managers and Committees of Inclusion in finding new ways to improve recruitment efforts in their respective radio station areas.

CERTAIN POSITIONS RE: BYLAWS ADVANCED BY THE KPFK LOCAL ADVISORY BOARD:

A week after the March, 2003 iPNB meeting in Los Angeles, the KPFK LAB met and certain motions were heard bearing upon specific provisions of the Pacifica bylaws as reflected in the pending draft ("B") before the iPNB.

Later, at the May 28, 2003 KPFK LAB meeting (which I, Dave Fertig, was unable to attend) the LAB entertained further motions relating to the Bylaws. At that second meeting I was ordered to bring "this demand" (apparently the set of positions voted upon) before the iPNB "at its next meeting."

The iPNB has not had a substantive meeting relating to the bylaws since March 9, 2003. The provisions below address articles and sections separate and distinct from the "Diversity Language" portions:

March 16, 2003 KPFK LAB Bylaws Votes "Taken with the proviso that implementing these not delay the April 9, 2003 bylaws draft."

*Add language that requires listener approval for any change to the bylaws or articles of incorporation, without restricting the requirement for listener approval to the specific types of changes mentioned in Article 16, Section 1B.

* Any vote by the Members on an amendment to either the bylaws or the articles of incorporation should occur at the same time and on the same ballot as is used to elect members of each local station board.

* Extend the time period for the election by two-week increments for as long as it takes to attain a quorum. During the period in which the election period is being extended, on-air candidates’ forums should be required to continue. LSB members whose terms would have expired should be allowed to remain until the quorum is met and the election is certified; however, any election of new PNB representatives by that LSB should be delayed until the LSB election is completed and the newly elected LSB members are seated (the present PNB reps for that LSB should remain in place until that LSB’s election of new directors occurs, unless they are otherwise removed, and their terms on the PNB should be extended if necessary until that election of new directors from the LSB occurs).

* The phrase "by a ¾ vote of all Directors on the Board of Directors or" should be removed from Article 5, Section 9 (D). If the absence of such a capability on the part of the PNB is determine to be illegal, then add language to require a unanimous vote of all current PNB members present and voting (except the person being removed, if that person is a PNB member) for removal of LSB members from the LSB by the PNB.

*All national board seats are to be elected by the LSBs, and specifically no appointed or so-called "at-large" seats be allowed on the PNB.

* Change "substantially all" in Article 3, Section 5 regarding disposal of assets of the Foundation to language stating that the sale of any station or station license should specifically be listed a requiring such a vote of the members of the listeners of that station and that the sale of the archives should specifically be listed a requiring such a vote of the members.

* Require a bylaws convention 9 to 20 months from the seating of the elected LSBs.

* Add the following language to Article Four, Section 6 That each station develop a policy to ensure wide and diverse on-air coverage reasonably calculated to reach all listeners of elections of not less than two hours per week, starting with the beginning of the nomination period.

* Term of paid staff LSB members should be specified as follows If an at-will employee is terminated from employment, this LSB member will retain voting rights until the next election following their termination.

* Paper and electronic ballots be stored for a minimum of 6 years and the counting of the ballots take place locally in each listening area
and in a place where anyone can watch.

From KPFK LAB Meeting of May 28, 2003
* Motion on Bylaws amendment process: Sending to the iPNB the message that the KPFK LAB will not ratify any bylaws that do not simplify the amendment process of Article Seventeen so that * the members ratify all amendments, * amendment issues are voted on the same consolidated ballot with candidates in October, * on-air coverage of amendment issues is required, and * a bylaws convention is required in the bylaws. A friendly amendment was accepted that voting rights for staff extend through their LSB term notwithstanding staff LSB member no longer working at the station. Dave Fertig is mandated to bring this demand to the iPNB at their next meeting. 7 Yes, 3 No, 6 Abstain.

* Pacifica Bylaws Version B Motion BE IT RESOLVED THAT The KPFK Local Advisory Board approves the Amended and Restated Bylaws of Pacifica Foundation known as Draft B, dated April 3rd, 2003, which includes Los Angeles IPNB meeting straw polls changes, but not new diversity language.

Motion to Table the vote on Pacifica Bylaws Version B: 8 Yes, 6 No, 2 Abstain.

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• Draft comparison grid
• Proposed Pacifica bylaws Drafts [6-19-03]
• Responses to Fertig's Draft C