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From: Carol Spooner
Thursday, February 20, 2003 2:27 PM
Subject: Draft Minutes - 2/18 iPNB Bylaws meeting

Feel free to forward ....

[Draft] Minutes from Special Interim Pacifica Board Meeting re: Bylaws Draft
February 18, 2003
Telephone Conference beginning 7:30 am, Pacific Time

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

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

Also present: Attorneys Kevin Finck and Ericka Curls

The meeting recessed on February 14, 2003 was reconvened. 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 continued discussion of 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).

Article Six, Section 4, Nomination and Election of At-Large Directors
Motion by Fertig to strike this section, and to eliminate At-Large Directors from the board.
Motion Failed for lack of a second

Article Six, Section 7, Removal of Directors
Motion by Fertig to raise percentage vote of national board to remove a director from 2/3rds to 3/4s.
Motion failed for lack of a second

Motion by Fertig that directors being removed by national board be given due process opportunity to be heard on air.
Motion failed for lack of a second

Motion by Spooner to make Director's notice and opportunity to be heard consistent with the due process provisions for removal of Delegates as approved on 2/14.
Approved without objection

Article Seven, Section 1, Meetings of the Board of Directors
Motion by Spooner to hold 3 regular board meetings per year, instead of four, which would be held in January, June, September.
Motion failed
2 Yes - Bramson, Spooner
3 No - Bryant, Fertig, Barnstone, Allen, Robinson, Zakiya

Article Seven, Section 7, Open Meetings
Motion by Spooner to change last sentence from "The board will use reasonable efforts broadcast or webcast its telephonic meetings" to "The board shall broadcast or webcast all its public meetings".
Motion failed
Yes - Bramson, Bryant, Spooner, Allen
No - Fertig, Barnstone, Robinson, Zakiya

Motion to insert "public" in the last sentence so that it reads "The board will use reasonable efforts to broadcast or webcast its public telephonic meetings."
Approved without objection

Article Seven, Section 9, Accessibility
Motion by Spooner to strike the words "reasonable efforts ..." so that the sentence would read "All public Board meetings shall be held in spaces fully accessible as defined in the American with Disabilities Act ..."
Motion failed
2 Yes - Bramson, Spooner,
6 No - Bryant, Fertig, Barnstone, Allen, Robinson, Zakiya

Article Eight, Section 1, Committees of the [National] Board
Subdivision E
Motion by Spooner to strike "which by its express terms is not so amendable or repealable."
Approved without objection

Article Eight, Section 2, Standing Committees
Fertig motion to modify description of "Coordinating Committee" to state that "the coordinating committee is not an executive committee, and may not exercise the powers of the board without full board approval."
Motion passed
Yes - Bramson, Bryant, Spooner, Fertig, Barnstone, Allen, Robinson
No - Zakiya

Diversity discussion
On the advice of our legal counsel the board decided that we would not have diversity "requirements" for 50% women and 50% people of in the election of delegates and directors. Mr. Finck had previously advised the board that such requirements would be deemed to be illegal "quotas", and would expose the Foundation to lawsuits, and potential loss of state and/or federal funding, as well as other potential negative consequences. The board had previously invited LABs to submit 2nd legal opinions, if they desired. The board received the opinion of attorney Mimi Rosenberg on behalf of the WBAI LAB urging the board to include diversity requirements in the bylaws. In addition, the board has been informed of contact by the KPFK LAB Chair with an attorney at MALDEF (Mexican American Legal Defense and Education Fund), and has also received a report from the KPFA LAB Diversity Committee of its consultation with an attorney from the San Francisco Lawyers' Committee on Civil Rights, and has been informed that both those attorneys believed that such requirements would be deemed illegal "quotas" and would not be permissible in the bylaws.

The board passed the following resolutions concerning diversity:

Article One, Section 4, Commitment to Diversity
Motion by Zakiya to make the following statement at this section of the bylaws: "The Foundation is committed to providing for wide diversity of participation in its operations, committees and governance structures to the fullest extent permissible under applicable state and federal laws and regulations."
Motion passed
6 Yes - Barnstone, Bryant, Robinson, Zakiya, Allen, Spooner
2 No - Bramson, Fertig

Article Eight, Section 2, Standing Committees
Motion by Spooner to insert the following text as a second paragraph under this section. (Alterations in blue italics were added after the meeting by our attorneys and circulated to the board. There was no objection to these modifications from the board):

In addition, there shall be established, in each of the Foundation's radio station areas, committees of the Board to monitor the under-representation of communities in their respective radio station areas. These "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' outreach 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 LSB and any local outreach committees. Station managers and outreach committees will be expected to consider these communities in their future decisions about staffing, programming, and candidate outreach, subject 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 changes 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.
Motion passed
7 Yes - Bramson, Bryant, Spooner, Barnstone, Allen, Robinson, Fertig
1 No - Zakiya

Article Nine, Section 8, Chief Financial Officer
A. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Foundation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall be open at all reasonable times to inspection by any Director upon demand.
B. The Chief Financial Officer shall cause to be deposited all moneys and other valuables in the name and to the credit of the Foundation with such depositaries as may be designated by the Board. S/he shall cause the funds of the Foundation to be disbursed as s/he may be properly directed from time to time, shall render to the Executive Director and the Board an account of all of his/her transactions as Chief Financial Officer and of the financial condition of the Foundation whenever requested, and shall have other such powers and perform such other duties as may be prescribed by the Board or the Bylaws.
Approved without objection

Article Eight, Section 2, Standing Committees
Motion to modify section (E) to read "(E) a Finance Committee, the chair of which shall be a Director and shall be titled "the Treasurer", which shall review and recommend the annual budget ..."
Motion passed
7 Yes - Bramson, Spooner, Fertig, Allen, Robinson, Zakiya, Barnstone 0 No -
1 Abstain - Bryant

Article Nine, Section 3, Removal and Resignation of Officers
Subsection "B": strike "by giving 30 days written notice to the Board."
Approved without objection

Article Twelve, Section 4, Members Inspection Rights
Motion to insert language from California Corporations Code to the effect that "Unless the Foundation provides a reasonable alternative pursuant to subdivision (c) of California Corporations Code section 6330, a member shall have the following inspection rights: ..."
Approved without objection

Motion by Fertig that the wording be changed to provide that members shall have access to all Foundation records to the fullest extent permitted by law.
Failed for lack of a second

Article Twelve, Section 7, Annual Statement of Specific Transactions

Article Sixteen, Section 1, Amendment of Bylaws
Motion by Fertig to change section A. Proposing Amendments as follows:
(1) 2 Directors
(2) 3 Delegates, or
(3) a petition signed by 1% of the Members. Failed for lack of a second

Substitute motions re the same section Motion by Zakiya that the number of directors needed to propose bylaws amendments be 6 Directors.
Passed unanimously

Motion by Zakiya that majority vote of two LSB be required to propose bylaws amendments.
Passed unanimously

Article Sixteen, Section 2, B, Voting and Approval (of bylaws amendments)
Modify so that the first sentence to read "Unless the board by 2/3rds majority decides otherwise, there shall be a maximum of one ballot per 12-month period ..."
Passed unanimously

Motion by Fertig that, "where practicable, all bylaws amendments requiring approval of the Members be submitted to the Members along with regular ballot for election of Delegates."
Motion failed
2 Yes - Bramson, Fertig
1 No - Spooner, Allen, Robinson, Zakiya, Barnstone, Bryant

Motion by Fertig that 2/3rds vote of all the Directors and 2/3rds vote of all the Delegates of at least three LSBs be required to approve bylaws amendments.
Failed for lack of a second

Article Sixteen, Section 1, B(2) (ii), Voting and Approval (of bylaws)
Motion by Zakiya to require members to go back and gather signatures of 2% of the Members within 90 days after any members' proposal that was not approved by the board and LSBs in order to submit the bylaws amendment to the members.
Motion failed
4 Yes - Bramson, Bryant, Zakiya, Allen
4 No - Spooner, Robinson, Fertig, Barnstone

Article Sixteen, Section 1, A, Proposing Amendments
Motion to require members petition to propose bylaws amendments be signed by at least 2% of all Members.
Passed unanimously

Article Sixteen, Section 1, B (4)
Motion to have both classes of members vote together on proposed bylaws amendments, rather than separately, unless the amendment affects one class differently than the other.
Passed without objection

Motion to change the vote of the members required to approve bylaws amendments to "a majority vote" of the members, provided a quorum has been met, rather than 3/5ths vote, pursuant to California statute.
Passed without objection

Article Sixteen, Section 1, B (5)
Motion to strike the phrase "in the written opinion by legal counsel for the Foundation experienced with the Commission's laws and regulations and/or legal counsel for the Foundation experienced with California nonprofit law, as appropriate", so that the paragraph reads .... "these bylaws may not be amended or repealed if said amendment would amendment or repeal: (i) ...."
Motion passed
6 Yes - Bryant, Barnstone, Allen, Robinson, Zakiya, Fertig
2 No - Bramson, Spooner

Article Sixteen, Section 2, A, Proposing Amendments (to Articles of Incorporation)
Motion to conform proposing amendments to the articles so that it's the same as was just decided with regard to proposing amendments to the bylaws, i.e.,
(1) by 6 Directors
(2) by majority vote of 2 LSBs; or
(3) by petition signed by 2% of the Members. Passed without objection

Article Sixteen, Section 2, B, Approving Amendments (to Articles of Incorporation)
Motion to change at (2) (i) (a) 2/3rds of all directors, (ii) 2/3rds vote of all the Delegates of at least three LSBs, and (c) and 2/3rds of the Members (voting together) provided a quorum has been established, and change (2)(ii) change the required 3/4 approval of the Members (provided a quorum has been established).
Passed without objection

Motion as to subsection (5) to strike the language requiring lawyers' opinion (consistent with provisions regarding changing the bylaws).
Passed without objection

Article Twelve, Section 7, Annual Statement of Specific Transactions
Motion by Allen to change requirement to mail to members and instead to post it on the web and at the station.
Passed without objection

Article Five, Section 6, Fair Campaign Provisions
Motion by Barnstone to amend the first sentence to add "or groups supporting or organizing for any candidate(s)", so that the sentence reads "No Foundation or radio station management or staff may use air time to endorse, campaign or recommend in favor of or against any candidates, or groups supporting or organizing for any candidate(s), for election ...." and in the se
Motion failed
4 Yes - Barnstone, Allen, Robinson, Zakiya
4 No - Bramson, Bryant, Spooner, Fertig

Motion to adjourn
passed unanimously

Respectfully submitted,
Carol Spooner
Secretary, Interim Pacifica Board

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