PLEASE FORWARD TO ALL LAB MEMBERS ...

TO: ALL LAB MEMBERS -- and everyone interested

It appears from some questions I've received from some LAB members around the country that what the iPNB decided at the December iPNB meeting to ask the LABs to do by January 5th needs some clarification..

The LAB chairs and alternates and all other LAB members present at the Dec iPNB meeting were asked to meet and confer among the LABs and to reach an AGREEMENT of at least 3 of the 5 LABs on the manner of election and number of local and national board members by January 5th.

It is not good enough that the LABs hold votes and come up with different answers to those issues by January 5th... they need to meet and confer and negotiate and compromise among themselves and reach an AGREEMENT by January 5th.

If the LABs do not reach an agreement by January 5th, then most likely the tentatively scheduled iPNB meeting for January 31-Feb 2 will be cancelled. That meeting was tentatively scheduled for the final approval of bylaws, not for further iPNB discussion of bylaws. Pacifica cannot afford another $10-20,000 iPNB meeting to discuss bylaws. The discussions now need to be taking place among the LABs.

If at least 3 of the 5 LABs don't agree by January 5th, then the bylaws cannot be approved by January 31-Feb 2, and the term of the iPNB will have to be extended beyond June 30th 2003. I don't think anyone believes that would be good for Pacifica or for any of the 5 stations ... in fact, most every observer believes extending the term of the interim board would be damaging ... so, please LABs, get it done somehow. The ball is in your court.

Here is the memo to the LABs that I circulated on December 11th ....

------------

MEMO TO: LABS CHAIRS & ALL INTERESTED ... PLEASE FORWARD TO ALL LAB MEMBERS
FROM: CAROL SPOONER, iPNB Bylaws Revisions Committee Chair
RE: BYLAWS ISSUES for LAB APPROVAL

Here are the issues that at least 3 of the 5 LABs need to agree upon by majority vote of each LAB. Note, the LAB chairs have committed to getting votes on these issues back to the iPNB by January 5th.

1) NUMBER OF LOCAL STATION BOARD MEMBERS

iPNB straw poll majority: 16 to 24 -- 1/4 elected by staff members, 3/4 elected by listener-sponsor members (number of LSB members should be divisible by 4)
KPFA model: 15 to 24 -- 1/3 elected by staff members, 2/3 elected by listener-sponsor members (number of LSB members should be divisible by 3)

2) MANNER OF ELECTION OF LOCAL STATION BOARD MEMBERS

iPNB straw poll majority:
For both the staff members and the listener-sponsor members -- Proportional representation voting system is to be used. Minimum diversity requirements: 50% self-identified people of color and 50% women (women of color count in both categories). In the event that the "natural vote" does not produce the required minimums, then the lowest vote-getters who don't fulfill the diversity requirements will be replaced by the highest vote-getters who do fulfill the diversity requirements, provided that no one will be seated who does not receive at least 1/3rd the number of votes that would have been required to win a seat by the "natural vote".

Elections to be staggered so that 1/2 of the local board is elected (for 3-year terms) in each of two consecutive years, and the third year there is no local board election.

Note: In the first election under the bylaws the top half of the vote-getters will get 3 year terms, the bottom half will get 1 year terms (and anyone who is grandparented from the current LABs). The diversity minimums will be applied to each of the two "cohorts" so that those receiving 3 year terms and those receiving 1 year terms will be a minimum of 50% people of color and 50% women. This will set up the staggering for the future elections.

3) GRANDPARENTING CURRENT LAB MEMBERS IN THE FIRST ELECTION

iPNB straw poll majority: no grandparenting permitted. KPFA model -- permits grandparenting of up to half the listener-member seats on an LSB for a 1-year term. No LSB would be required to grandparent anyone, but could do so at their option.

4) NUMBER OF DIRECTORS ON THE NATIONAL BOARD

iPNB straw poll majority: a minimum of 20 and a maximum of 23 -- 4 elected by each of the 5 local station boards, up to 3 may be elected as "at large" by the national board.

Note: the national board is NOT required to fill the "at large" seats, but may choose to do so at its option.

5) MANNER OF ELECTION OF NATIONAL BOARD OF DIRECTORS iPNB straw poll majority:

NOMINATION AND ELECTION OF STATION BOARD REPRESENTATIVE DIRECTORS
Any local station board member may nominate any other member of the same local board for election to the national board of directors, provided s/he has been a local board member for at least one year. (The 1-year requirement would be waived in the first election.)

Each Local station board elects from among its members 4 directors for 3-year terms -- one of whom shall be a staff member. The elections shall be staggered so that 1 director is elected by each local station board in each of 2 consecutive years, and in the third year 2 directors are elected. (Note: Instant run-off voting method shall be used? -- this issue was not addressed by iPNB, but should be specified in the bylaws, so the LABs should address this issue.)

Diversity requirements: A minimum of 50% of the national board members must be women and 50% must be people of color (women of color meet both requirements).

iPNB straw poll majority: On-air staff are not eligible for election to the national board by their local station board.

KPFA model: On air staff are eligible for election to the national board by their local board.

Note: In the first election, each local board will elect 4 directors -- the highest 2 vote-getters will get 3-year terms, the next highest will get a 2-year term, and the next highest will get a 1-year term. This will set up the staggering for future elections.

Note: Any director elected by a local board may be removed by 2/3rds vote of that local board. National Directors may also be removed by recall vote of the members from that station area by removing the director from the LSB by vote of 2/3rds of a quorum of the members from that station area -- removal from the local station board by recall vote of the members results in removal from ALL offices of the Pacifica Foundation.

NOMINATION AND ELECTION OF "AT LARGE" DIRECTORS"

iPNB straw poll majority:
"At large" directors may be nominated by: (1) majority vote of 3 local station boards, or (2) any Pacifica Affiliate station or caucus of Pacifica Affiliates. "At large" directors may not be members of any local station board. Any "at large" directors must be elected by 3/5 the majority of the directors who were elected by the local boards (i.e., "at-large" directors are not permitted to vote for the election of other "at large" directors).

Note: The national board is NOT obligated to fill ANY of the "at large" seats or to elect anyone who may be nominated for an at large seat. Also Note: Any "at large" director may be removed from office by 2/3rds vote of 3 of the 5 Local Station Boards

***

Please also note that there is a proposal from KPFA's "associate" station -- KFCF -- that local Pacifica stations be permitted to designate up to 3 additional seats for "associate" stations (stations which simultaneously broadcast at least 75% of that station's programming) -- not more than 1 seat per associate station, and not more than 3 associate seats, total per LSB.. This would allow our Pacifica stations to enter into agreements with other radio stations that would extend the range of the station's programming.

Here is the KFCF Associates proposal ...

****************************************************
ADDENDUM
ASSOCIATES PROPOSAL

"1.Any Pacifica station, with the approval of the Pacifica National Board, may choose to associate with any geographically contiguous community radio station for the purpose of rebroadcasting no less than 75 percent of the Pacifica station's programming. Such a community radio station must produce some local programming, operate under a mission statement compatible with that of Pacifica and have a democratically-elected station board which will be permitted one representative to the local Pacifica station board.

2.Such a community radio station will be referred to as a Pacifica Associate station, differentiated from a Pacifica Affiliate (which broadcasts some Pacifica programming.)

3.The governing board of the Associate station will have the ability to elect a person to represent its interests to the associated Pacifica Station board for a term of up to three years, subject to re-election at that time. No Pacifica station board may have more than three such Associate Station representatives seats.

4.Associate Station representatives to Pacifica Station boards are subject to recall by either their station boards or by their subscriber/members. They may also be removed by the Pacifica Station boards according to their own terms of accountability, for example, failure to attend meetings. The Associates Station board must be notified in advance of any such difficulties in order that it may consult with its representative about the Pacifica Station board's concerns and seek candidates for replacement, if necessary.

5.Specific terms of the relationships between Pacifica and Associate stations not covered by this proposal must be enumerated in a contract between the Associate Station board and the Pacifica Station board. Contracts will be required, and in the case of breach, may be terminated upon 60 days notice by either station. Either station may choose to terminate an Associate Station relationship upon 60 days notice for failure of either Pacifica or the Associate Station board to abide by the terms of their respective Mission Statements, or should the Missions become incompatible.