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Feel Free to forward to all interested parties ...

[Note to all iPNB members present -- please review and submit any corrections ASAP. Note to all iPNB members -- the meeting was RECESSED and will reconvene at 7:30 am Pacific Time (9:30 Central, 10:30 Eastern), on Tuesday, February 18th. -- Carol]

[Draft] Minutes from Special Interim Pacifica Board Meeting re: Bylaws Draft
February 14, 2003
Telephone Conference beginning 10 am, Pacific Time

Those present constituting a quorum: Teresa Allen, George Barnstone, Pete Bramson, Janice K. Bryant, Dave Fertig, Ray Laforest, Rob Robinson, Charles Smith, Carol Spooner

Those absent: Leslie Cagan, James Ferguson, Dick Gregory, Bertram Lee, Jabari Zakiya

Also present: Attorneys Kevin Finck and Ericka Curls

In the absence of the Board Chair and at the request of the Bylaws Revisions Committee Chair, Dave Fertig Chaired the meeting. The meeting was webcast by kpftx.org.

The board discussed the attorneys' 2nd Draft revisions to their prior draft and voted to approve or disapprove the following changes (minor typographical errors, cross-reference corrections, and slight grammatical changes are not noted here).

The board postponed discussion of diversity issues and language until end of discussion of the rest of the bylaws issues.

Article Three, Section 1.A., Listener-Sponsor Members (Defined)
Motion to strike the word "not" from the final sentence, so that the sentence reads: "Said volunteer work shall be performed under the supervision of the Foundation radio station management and shall include volunteer work on committees of a Local Station Board."
Passed
7 Yes -- Barnstone, Bramson, Bryant, Fertig, Laforest, Robinson, Smith,
1 No - Spooner
1 Absent for vote - Allen

Article Three, Section 1.B, Staff Members (Defined)
Change definition of unpaid staff to read as follows: "(2) Any member of a Foundation radio station "Unpaid Staff Organization" or "Unpaid Staff Collective Bargaining Unit" which has been recognized by station management, if any, or if the station has neither such organization, then any volunteer or unpaid staff member of a Foundation radio station who has worked for said radio station at least 30 hours in the preceding 3 months, exclusive of fundraising marathon telephone room volunteer time."
Passed unanimously

Article Three, Section 6.B, Special Meeting (of the Members)
Insert after the sentence ending with"...no other business than that set forth in said notice shall be transacted at said meeting" a provision that the notice must be at least 20 days before the meeting.
Passed without objection

Article Three, Section 8.D. Validity of Written Ballot
Remove the requirement that members signatures or names on ballots (or cover sheets) be matched to voters rolls. Instead a PIN identification system shall be used where each member will be assigned a PIN number that is printed on their ballot. Also, where more than one person made the donation and the donation is of sufficient amount to justify more than one membership, then each person named as the donor will be a member and a ballot will be distributed to them, e.g., if John and Mary Smith donate $50, then both John and Mary will be considered individual members and each will receive a separate ballot.
Passed without objection

Article Three, Section 8, E, Voting Counting System -- Election of Local Station Board Delegates
The board unanimously agreed to accept the recommendation of our election consultants on how STV works, and to change the mathematical representation of the "threshold" number as follows: {[total number of valid ballots cast/(1 + number of vacant seats)] + 1}. After the conclusion of the meeting, the Bylaws Committee Chair received further written corrections from the elections consultants, which are submitted here as follows:

> 3.8.E.5.i: strike sentence two. sentence three is the correct one for
> surplus transfers. Add a sentence just before the last sentence: "If all
> choices on that ballot have been exhausted, that portion of a vote shall be
> transferred to a special 'exhausted ballot' tally."

Art. 3, Sec. 8, E (5)(iv): Insert after first sentence (ending
...declared elected or eliminated.) "The order in which candidates are eliminated shall be recorded as their ranking (highest rank given to last eliminated, lowest rank given to first eliminated) and used in filling vacancies as described in Article 4 Section 10.
>
> Add a new 3.8.E.5.v: "If, at any point when eliminating candidates under
> point (iv) above, it can be determined that the elimination of more than one
> candidate is mathematically inevitable, then all such candidates may be
> eliminated at the same time. Elimination of multiple candidates is
> mathematically inevitiable when:
> (a) The number of un-elected candidates remaining after the elimination is
> equal to or greater than the number of unfilled seats, and
> (b) The total of all votes allocated to the candidates in question is less
> than the total number of votes of the candidate with the next higher vote
> count."
>
> 3.8.E.5.v (now .vi): append to the sentence "...been filled, or until the
> number of un-filled seats equals the number of continuing candidates. In
> the latter case, all remaining continuing candidates are declared elected."

Article Three, Section 8.F., Election and Voting Supervision Insert the words "under the supervision" in the first sentence so that the full sentence reads: "Consistent with the provisions of Article 5 of these Bylaws, elections for Delegates shall be supervised by the national elections supervisor and the local elections supervisor and all said ballots shall be counted under the supervision of the national elections supervisor at the place designated by the Executive Director."
Passed without objection

Article Three, Section 11, Proxies (for voting by Members, not LSBs or Directors)
Restore the following wording from the previous draft, due to issues raised by Cal. Corp. Code §5613 -- permitting Members to vote by proxy: "Each Member entitled to vote shall have right to do so either in person or by one or more agents authorized by a written proxy signed by the Member and filed with the Secretary of the Listener-Sponsor Board of the radio station with which s/he is affiliated; provided, however, that no proxy shall be valid after 11 months from the date of the proxy unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the proxy's date."
Passed without objection

Article Four, Section 2, Composition of the LSB
Motion by Fertig to require that staff delegates 2/3rds (i.e. 4) be unpaid staff and 1/3 (i.e., 2) be paid staff.
Motion failed for lack of a second.

Article Four, Section 3, Specific Powers & Duties (of LSB)
Subsection G. Clarify run-on sentence to read as follows: "To work with station management to ensure that station's policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming, and to ensure that station programming fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station." Passed without objection

Subsection J. Add "ages", so that the sentence reads as follows:
"To actively reach out to underrepresented communities to help the station serve a diversity of all races, creeds, colors and nations, classes, genders, sexual orientations, and ages ..." Passed without objection

Subsection I. Add "at all levels", so that the sentence reads as follows:
"To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace."
Passed without objection

Subdivision M. Motion to strike the 2nd paragraph in its entirety -- removing requirement of LSB approval of acquisitions of value more than 10% of annual operating budget.
Passed
4 Yes -- Allen, Barnstone, Bramson, Robinson
3 No -- Fertig, Laforest, Spooner
2 Absent -- Bryant and Smith (Smith was absent from the remainder of the call, Bryant just missed this vote)

Article Four, Section 9, Removal of Delegates
Motion under (D) to insert right to public on-air hearing: "any Delegate facing recall shall be given notice and an opportunity to be heard publicly and on the air, unless to do so would breach personnel confidentiality"
Motion Failed
2 Yes -- Bramson, Fertig
6 No -- Allen, Barnstone, Bryant, Laforest, Robinson, Spooner

Substitute motion:
Under (D) Insert "due process" language permitting confidentiality in appropriate circumstances, e.g., where public disclosure of the facts would be damaging to 3rd parties or the foundation. "In event of removal proceeding, the Delegate will be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard."
Motion Passed
6 yes - Allen, Barnstone, Bramson, Bryant, Robinson, Spooner
1 abstention - Fertig
1 absent - Laforest

Under (D) add LSB as having power to remove a Delegate, so sentence should read:
(D) .... by a 2/3 vote of the Board of Directors or the LSB on which the Delegate sits ..."
Approved without objection

Under (D) change 2/3rds vote of those "present and voting" to 2/3rds vote of those "eligible to vote" (i.e., 2/3rds of all Directors, or 2/3rds of all LSB Delegates)
Approved without objection

Under (E) change the number of signatures required on Members' petition to require a Members' recall election of a Delegate from 1% to 2%.
Motion Passed
6 Yes -- Allen, Barnstone, Bramson, Bryant, Fertig, Robinson
1 No -- Spooner
1 Absent - Laforest

Article Four, Section 10, Filling of Vacancies (on LSB)
Change wording "with the highest number of votes" to "highest ranked" ... to conform to STV voting method terminology. ...LSB shall appoint...that candidate... WHO HAD THE HIGHEST RANKING among those candidates... further down: In the event said candidate is ineligible... the LSB shall proceed successively to the NEXT HIGHEST-RANKED CANDIDATE on said ballot...
Approved without objection

Article 4, Section 14, Sections C-E, Instant Runoff Voting

After our meeting, I received the following changes from our voting consultant experts, which I now submit, as we agreed to accept the technical advice on IRV and STV from the experts ...

> The IRV section needs some work. I would suggest the following replacement
> for 4.14.C-E:
>
> "
> C. Vote counting shall start with a tabulation of all first choices among
> the voters. If any candidate receives a majority of the first choice votes,
> that candidate is declared the winner.
>
> D. If no candidate achieves a majority, the "last place candidate" (defined
> as the candidate receiving the least number of first choice votes) is
> eliminated. The votes of the voters who ranked the eliminated candidate as
> their first choice are redistributed to said voters' next-choice
> candidate(s) as indicated on their ballots. Any votess where there is no
> second choice indicated on the ballot go to an 'exhausted vote' tally.
>
> E. After this redistribution, the votes are tabulated again. If no
> candidate receives a majority of the non-exhausted votes, then the last
> place candidate after this vote is eliminated and the votes of those voters
> who ranked him/her as their highest choice among continuing candidates are
> redistributed to each of the said voter's next-choice candidate, or to the
> 'exhausted vote tally if no further choices remain on the ballot. Another
> tabulation is then done.
>
> F. This process of successively eliminating last place candidates,
> redistributing votes and tabulating continues until only one candidate
> remains or a candidate gains more than 50% of the non-exhausted votes.
> "
>

Article Five, Section 1. A. and B, National Elections Supervisor, Local
Elections Supervisors Change "on-air personality" to "Foundation or radio station staff member, paid or unpaid" ...
Approved without objection

Article Five, Section 2. A., Eligibility (for nomination as listener-sponsor Delegate) Insert after "member in good standing," ... "except radio station management personnel or Foundation staff members," ...
Approved without objection

Article Five, Section 3. Election of Delegates
Motion to hold elections for 1/3 of the LSB Delegates every year, rather than half the LSB 2 years in a row with the third year off.
Motion Failed
4 Yes - Barnstone, Bramson, Fertig, Spooner
4 No - Allen, Bryant, Laforest, Robinson

Article Five, Section, 3., Election of Delegates
Motion to require 2 hours of candidates' air time for two weeks (argument against ... it takes more air time than that, putting this minimum in the bylaws would result in less, not more, air time for candidates)
Motion Failed
2 Yes -- Fertig, Laforest
6 No -- Allen, Barnstone, Bramson, Bryant, Robinson, Spooner

Article Five, Section 4., Election Time Frame
Change as follows:
Nominations open on July 25th
Nominations close on September 25th (62-day nominations period)
Ballots mailed to members by October 15th (this allows 3 weeks for layout and printing of ballots)
Returned Ballots must be received by November 15th
Ballots Counted by December 1st (this allows 15 days for counting) (This allows a 51-day campaign period -- from close of nominations on Sept 25th to close of voting on Nov 15th.)
Motion passed
5 Yes -- Allen, Barnstone, Bramson, Robinson, Spooner
1 No -- Laforest
1 Absent -- Bryant
1 Abstention - Fertig

Motion: If quorum not obtained by written ballots at end of initial elections cycle, then the time for return of ballots will be extended for two weeks. If quorum not obtained after 2-week extension, then the LSB Delegates stay in office until the next scheduled Delegates election.
Motion Passed
6 Yes - Allen, Barnstone, Bramson, Bryant, Laforest, Spooner
1 Absent -- Robinson
1 Abstention - Fertig

Article Five, Section 6, Fair Campaign Provisions
Add to second to last sentence ... "In the event of any violation of these provisions for campaigning, the local elections supervisor and the national elections supervisor shall determine, in good faith and at their sole discretion, an appropriate remedy, up to and including disqualification of the candidate and/or suspension from the air of the offending on-air staff person for the remainder of the election period."
Motion Passed
6 yes - Allen, Barnstone, Bramson, Laforest, Robinson, Spooner
2 Abstentions -- Bryant, Fertig

Article Six, Section 1.B., Eligibility (for election as a Director)
Change to read as follows:
"Any Delegate who is currently serving as a Delegate and has served at least one (1) year as a Delegate is eligible for nomination and election to the office of Director by his/her respective Local Station Board. Any natural person who is not currently serving as a Delegate on a Local Station Board is eligible for nomination and election as an "at large" director. Notwithstanding the foregoing, no person who holds any elected or appointed public office at any level of government -- federal, state, or local -- or is a candidate for such office shall be eligible for election to the position of Director. A Director shall be deemed to have resigned the position of Director if s/he becomes a candidate for public office or receives a political appointment during his or her term as a Director. This restriction shall not apply to civil service employment by governmental agencies."
Approved without objection

Article Six, Section 1.C., Number (of Directors)
Correct typos: change "select" to "elect" in 4th sentence, strike "to" before "20 Directors", strike "and Chief Executive Officer"

Article Six, Section 2, Term (as a Director)
Motion to change from maximum of two 3-year terms to a maximum of five 1-year terms.
Motion failed
3 Yes - Bramson, Fertig, Spooner
4 No - Barnstone, Bryant, Laforest, Robinson
1 Absent - Allen

Motion to Recess the Meeting and reconvene to finish Bylaws review by telephone conference beginning at 7:30 am Pacific Time on Tuesday, February 18th.
Passed - Unanimous

Respectfully submitted,
Carol Spooner
Secretary, Interim Pacifica Board

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• The lawyer's 2nd bylaws draft
• Response index