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From: Harrison
Date: Fri May 23, 2003 7:05 pm
Subject: resolutions passed by the KPFK Bylaws Subcommittee on May 17, 2003

The KPFK Bylaws Subcommittee met on Saturday May 17, 2003. In our continuing effort to assist in the establishment of a democratic, transparent and equitable governance structure for Pacifica, we passed a number of resolutions suggesting changes in the current iPNB draft of bylaws. We began with flaws in the amendment process because those provisions were pivotal to the highjacking and because without a democratic amendment process, centralizing tendencies cannot be prevented or corrected.

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The votes are reported as follows: ("yes"- "no"-"abstain").

RESOLUTIONS ON THE AMENDMENT PROCESS

IN GENERAL: The bylaws shall make it difficult for the boards to change the bylaws to entrench themselves in power, and the bylaws shall make it possible for listeners to change the bylaws to be more democratic. (14-0-0)

SCRIVENER'S ERROR: The language of Article 17, Section 1, Part B(4), still makes listener amendments practically impossible. The critical sentence now reads "To be approved, a (listener) proposed amendment must receive the approval of a majority of the Members, provided that a quorum must be established by written ballot." This shall be changed to read "To be approved, a proposed amendment must receive the approval of a majority of the Members VOTING, provided a quorum IS established by written ballot." (13-0-1)

MEMBER APPROVAL: The Members shall approve all bylaws amendments by written ballot. (16-0-0)

BYLAWS CONVENTION: Pacifica shall have a bylaws convention 12 to 24 months from the time new bylaws are adopted. (17-0-0)

NO SPECIAL ELECTIONS: Candidates and bylaws amendments shall appear on the same consolidated ballot. (17-0-0)

ON-AIR COVERAGE: In the current bylaws drafts there are no requirements for any on air discussion of bylaws amendments. Bylaws amendment issues to be voted on by the members shall be discussed on-air. (15-0-1)

QUORUM FAILURE: Any amendment that fails to meet quorum in a special election should automatically be placed on the ballots used for the next regular LSB election, without any need to re-qualify the measure. Otherwise, listener initiated amendments may fail only because they are not sufficiently publicized and discussed. (16-0-0)

SAVINGS CLAUSE: Article Eighteen (Page 47 of Draft A) permits the national board to amend the bylaws for legal reasons immediately and without local board or listener approval. This "Savings Clause" should be rewritten to prevent the national board from changing the bylaws on the basis of a legal opinion. We suggest the following language.

"Article Eighteen, Savings Clause

In the event that any provision of these Bylaws is or becomes illegal, unenforceable or invalid in whole or in part by the final decision of a court that has proper jurisdiction of the matter, the Board of Directors shall have the right to amend said provision, pursuant to Sections 1(A) and 2(B) of Article Seventeen of these Bylaws and in a time frame shorter than that set forth in Article Seventeen, to bring said provisions in conformity with applicable law.

Any and all amendments made under the authority of this Article must be approved by the vote of the membership at the next regular election." (17-0-1)

RESOLUTIONS TO LIMIT TOP-DOWN CONTROL

NO AT-LARGE SEATS: There shall be no At-large Directors appointed by the national board. (19-0-1)

NO AFFILIATE: There shall be no Affiliate Directors appointed by the national board. (16-1-2)

REMOVAL OF LSB MEMBERS BY THE PNB: The right of Staff and Listener-Sponsor Members to choose their own representation shall not be interfered with by allowing the national board to remove members from the local boards. (14-1-0)

REMOVAL OF PNB MEMBERS BY THE PNB: The right of the LSBs to choose their representatives on the national board shall not be interfered with by allowing the national board to remove representatives elected by the local boards. (13-2-2)

REMOVAL OF LSB MEMBERS BY THE LSB: The right of the members to choose their representatives shall not be interfered with by allowing the LSB to remove an LSB member. (11-3-3)

RESOLUTIONS TO PROMOTE FAIR ELECTIONS

CONSOLIDATED YEARLY ELECTIONS: Pacifica shall have consolidated elections every year and not skip local board elections every third year. Bylaws issues should be voted on the same ballot as candidates for local boards and not in special elections at odd times during the year. (18-0-1)

OBSERVATION OF VOTE COUNTING: The bylaws shall require that candidates, or their designated representatives be allowed to observe the counting of ballots at a place convenient to the local station areas. (19-0-0)

ELECTRONIC VOTING: Bylaws shall not permit "The Foundation" or the "National Elections Supervisor" to institute any form of electronic or internet voting without a bylaws amendment. This will ensure a formal review and Member confidence that appropriate measures have been taken to prevent electronically effected fraud, miscounting, or overcounting of ballots. (16-0-2)

MINIMUM ON-AIR COVERAGE: At least two hours per week of on-air election broadcasting, which is to occur in the intervals 6 am - 9am and 5pm - 9 pm, shall be allocated in each signal area starting two weeks before the first ballots are mailed to voters, including the "transition election," and continuing until the close of the election (balloting) period, including any extension(s), is completed. (16-0-1)

TRANSITION ELECTION SCHEDULE: At least as much time shall be allocated in the transition (first) election for nominations, campaigning and voting as is mandated for the elections which will take place later. (19-0-0)

QUORUM FAILURE: If a quorum of Listener-Sponsor Members is not met for a LSB election then the elections shall be extended in two-week intervals until a quorum is achieved. Board members must not be retained and/or appointed because of the lack of required listener-sponsor knowledge regarding the candidates or the election. The signal shall be used with progressively greater frequency with each extention of the elections. (18-0-1)

RESOLUTIONS TO PROMOTE TRANSPARENCY AND OPENNESS

OPEN MEETING LOOPHOLE: When local or national board meetings are closed so confidential matters can be discussed, no other business should be allowed. "Predominantly regarding" shall be changed to "solely dedicated to " in Article Six, Section 7and in Article Seven, Section 6C. If this change is not made the boards will be able to conduct any business at a meeting which is closed for other legitimate purposes. (19-0-0)

WEBCAST ALL MEETINGS: National meetings are now being webcast and archived. This shall be mandatory. Local board meetings shall be webcast and archived as well. This will create a record against which to check minutes when disputes arise, and make it possible for many more people to participate in Pacifica's governance. (16-1-1)

RESOLUTIONS TO ACHIEVE DIVERSITY

After the first "transition election" the committees of inclusion (COIs) shall be elected by the Members of the Foundation. (15-1-2)

The categories for inclusion shall be chosen before outreach begins. (16-0-2)

Listener elected members shall predominate on the COIs. For example, if there are 4 people on the COIs who are chosen by the local board, then at least 5 shall be chosen by the Listener-Sponsor and Staff Members. (17-0-0)

Up to 8 additional Delegates (members of the local board) shall be selected in each election if that is necessary to achieve the diversity goals. (16-1-1)

Resolutions from 5-25-03 KPFK bylaws meeting

From: Harrison
Date: Sat May 31, 2003 2:39 am
Subject: KPFK Bylaws Cmte resolutions on the amendment process, May 25, 2003

THE iPNB AMENDMENT PROCESS SHOULD NOT BE ADOPTED: "We recommend that the LABs reject any new bylaws with the amendment provisions in the current iPNB bylaws." (17-3-1)

IMPROVING THE iPNB PROCESS: Instead of trying to improve the process of the latest iPNB drafts by restricting the provisions the boards can amend without member approval, the committee decided to reaffirm a previous position. "The members shall ratify all bylaws amendments." (22-1-1)

LA BYLAWS CONVENTION AMENDMENT PROCESS: The committee endorsed the amendment process proposed by the LA bylaws convention that was contained in several drafts the iPNB published last year. "We recommend that a lawerly version of this language be substituted for the amendment language of the latest iPNB drafts." (21-0-2)

iPNB DRAFT BYLAWS (Nov, 2002 - Feb, 2003)
ARTICLE SEVENTEEN
SECTION 1:AMENDMENT OF BYLAWS:
A. POWER TO AMEND The By-Laws may be amended, altered or repealed in whole or in part by the members. Amendments may be proposed by a two-thirds (2/3) majority vote of the national Board of Directors or of a Local Station Board, or by a petition signed by 100 members. The proposed changes shall be submitted to the members at least 60 days in advance of the annual election and shall appear on the annual ballot. Announcements of the proposed bylaws changes shall be broadcast by all stations frequently during the notice period prior to the annual election. B. VOTING AND RATIFICATION. In order to be adopted, any proposed bylaws amendment must receive the vote of three-fifths (3/5) of the members voting, provided that a quorum of members actually votes.

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From: Harrison
Date: Sat May 31, 2003 6:08 am
Subject: KPFK Bylaws Cmte urges no return to court, May 25, 2003

"Whereas a return to court on the part of any plaintiff, LAB or iPNB member would endanger democracy, transparency, accountability and diversity in Pacifica's bylaws, The KPFK Bylaws Subcommittee strongly urges all parties to refrain from returning to court and seek every avenue of resolution of any conflicts over the structure of diversity provisions." (16-1-1)

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From: Harrison
Date: Sat May 31, 2003 1:42 pm
Subject: KPFK Bylaws Cmte resolutions on transparency, May 25, 2003

PUBLICATION OF MEETING AGENDAS:
Bylaws shall require that the PNB and LSBs shall make public through all practical means their agendas not less that three (3) business days prior to the meetings. (20-1-0)

CUMULATIVE VOTING RECORD DISCLOSURE:
Bylaws shall require that the PNB and the LSBs shall make public through all practical means a cumulative record of the votes on every action taken by the boards including how each Director and Delegate voted on every issue, except for those votes taken in properly closed meetings. (20-0-1)