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Pacifica bylaws revision "Bullet Points" from interim Pacifica National Board bylaws revision committee
[ revised 6-1-02 ]

From:Carol Spooner
Subject: Pacifica Bylaws Committee "Bullet Points"
Date: Thu, 30 May 2002 02:18:21 -0700



Presented below is a set of "bullet point" issues that have been raised for inclusion in Pacifica's bylaws over the past several weeks of meetings in the five Pacifica station areas, along with some "options" that have been proposed for addressing those issues. Some of the "options" are not mutually exclusive and could work together, while others reflect divergent governance philosophies.

First, however, a general overview of what bylaws are for and can do is in order, as there appears to be some confusion here.

It is important to understand that the "governance" structure set out in bylaws is separate and distinct from the "management" structure and day-to-day "operations" of the foundation ... which are carried out by staff that are hired by and report to the directors. We are revising the governance structure of Pacifica, not the management structure, although the board of directors (or station boards) may decide it is advisable to change the management structure in the future.

Pacifica's bylaws are subordinate to California state nonprofit law and Pacifica's Articles of Incorporation and, where there is a conflict, state law and the Articles of Incorporation prevail ... in that order.

The following sections are liberally borrowed from "BoardSource" (formerly The National Center for Nonprofit Boards). While there are many things unique about Pacifica, there are also many things that are common to good nonprofit governance structures.


Bylaws typically perform three important functions:

1) They determine how an organization is structured. For example, most bylaws specify whether an organization has "members", define the duties of officers and board members, and identify standing board committees. An important function of bylaws is to specify how board members are selected.

2) Bylaws -- along with state law (California nonprofit law, in the case of Pacifica) -- determine the rights of participants in the structure, such as the rights of members to be notified of meetings, the rights of board members or officers whom others want to remove from office.

3) Bylaws determine many procedures by which the rights of members, directors and officers can be exercised.

Bylaws need to be distinguished from issues more suitable for board resolutions or board policies. Bylaws should state, interpret or implement the general governance policies of the organization. For example, guidance on staffing and personnel or on financial planning are generally handled through board resolutions (budgets) and policies (personnel manuals) rather than the bylaws.

Issues generally addressed in bylaws are:

- Official name of the organization
- Location of principal office
- Statement of purposes (reiterated from Articles of Incorporation)
- Any limitations required for tax exemptions
- Procedures for amending the bylaws
- Procedure for dissolving the organization
- Disposition of assets upon dissolution

- Qualifications for membership
- Admission procedures
- Dues obligations of members
- Classes of membership and their rights and privileges
- Notice required for membership meetings
- Quorum requirements
- Frequency of meetings and meeting procedures
- Circumstances under which members may be expelled
- Voting procedures

- Number of directors
- Qualifications for directors
- Terms of office and term limits
- Selection process
- Process for filling vacancies
- Frequency of meetings
- Quorum requirements
- Powers of Executive Committee (if any) and manner of selection
- Description and powers of other standing committees and manner of selection
- Meetings procedures (such as action without a meeting and meeting by telephone)
- Compensation (if any)
- Circumstances under which directors may be removed

- Qualifications for holding office
- Duties of officers
- Process for selecting or appointing officers
- Terms and term limits
- Provisions for a chief executive (if not an officer)
- Circumstances under which officers may be removed

- Audit committee and audits
- Duties of Treasurer
- Indemnification


In a membership organization such as we are striving to create at Pacifica, the directors are accountable to the members who elect and have the power to remove them. Because Pacifica is a national organization with five local "chapters", if you will, our bylaws need to address and clarify the distribution of authority and responsibility between local and national parts of the organization as a whole. One proposal being seriously considered is for there to be five local "boards of directors" or "station boards", with some overlapping membership on the national board of directors, that function as standing committees of the board of directors with authority and responsibility delegated to them for the oversight and direction of the local stations. Such local authority would, of legal necessity, be subject to the ultimate authority of the national board of directors, and procedures for the national board to override local boards would need to be set forth in the bylaws.

The functions of the Board of Directors are:
- Insuring the Foundation is fulfilling its purposes -- Pacifica's "statement of purposes" is set out in Article II of the Articles of Incorporation, and cannot be changed by amendment to the articles or the bylaws. This is because Pacifica was granted its charter and has existed as a nonprofit entity for 53 years, and has been permitted to raise funds from the public for the purposes stated in the Articles of Incorporation. We cannot now change those purposes and attempt to use the accumulated assets (the broadcast licenses, among other things) for different purposes. Pacifica's Articles of Incorporation are posted at www.pacifica.org/bylaws/index.html. [ and the bylaws page on this site ]

One of the main duties of the board of directors is to determine how best to carry out those purposes, in changing times and circumstances over the years, and to insure that Pacifica is carrying out those purposes. While the purposes set forth in the Articles of Incorporation cannot be changed, an important function of the board of directors is to interpret the founding purposes of Pacifica in light of changing times and social/political realities and to periodically explain what Pacifica does, why it does it, and whom it serves. The purposes of Pacifica should be the guiding light of the board and should drive the board's sense of public accountability. An adequate statement of mission should serve as a guide to organizational planning, board and staff decision-making, volunteer initiatives, and setting priorities among competing demands for scarce resources. The board should assess program activities against the mission to ensure that Pacifica is not drifting away from its original purposes, and that all Pacifica stations are carrying out Pacifica's purposes.

- Selecting a Chief Executive or Executive Director (or station manger, in the case of a local station board) -- As stated above, the board does not "manage" the foundation or carry out the day-to-day operations. The board hires an Executive Director whose responsibility is to see that the board's objectives and policies are carried out. While this hiring decision is often shared with others who have a stake in the outcome, the final decision is the board's to make.

- Critiquing, Evaluating and Supporting the Executive Director (or station manager) in carrying out board policies.

- Ensure Effective Organizational Planning -- translating the foundation's purposes into objectives and goals that can be measured and accomplished, including bringing many people together to develop a broad organizational consensus and agreement about how to proceed.

- Ensure Adequate Resources -- setting fundraising goals & policies for fundraising practices, and active involvement in stirring community support.

- Manage Resources Effectively -- helping to develop and approving the annual budget, careful monitoring of financial reports and the budget during the year, overseeing annual independent audits, insuring accurate financial reports to the public and governmental agencies, insuring adequate cash-management controls are in place and monitoring the performance of key staff members, monitoring reserves and endowments, formulating investment policy and strategy.

- Determine, Monitor and Strengthen Programming and Services -- The board's fundamental role is in determining whether current or proposed programs and services are consistent with Pacifica's mission and purposes.

- Enhance Pacifica's Community Standing -- Board members should serve not only as a link between staff or volunteers and members, but also as community liaisons, advocates and representatives.

- Ensure Legal and Ethical Integrity and Maintain Accountability -- By being diligent in its actions the board can and should protect the foundation from legal action, promote a safe and ethical working environment and safeguard the organization for pursuit of its mission. The board should establish policies to guide the board members and staff, including and insure that the organization is adhering to local, state and federal laws; filing and making available accurate, timely reports; protecting staff and volunteers from harm or injury by insuring compliance with occupational, safety, health, labor and related regulations; developing and maintaining adequate personnel policies and procedures (including grievance mechanisms); registering with the appropriate state agencies; adhering to the provisions of the bylaws and articles of incorporation, and amending them when necessary; providing an independent annual audit of all revenues, assets, expenditures, and liabilities; and publishing an annual report that details the Foundation's mission, programs, board members, and financial condition.

- Recruit and Orient New Board Members and Assess Board Performance -- In the case of elected board, board members should actively encourage qualified candidates to run for election, and should reach out to communities that Pacifica strives to serve to encourage diversity of candidates of all races, creeds, colors, nationalities, genders who are committed to Pacifica's purposes.


Pacifica Foundation Bylaws - Options

Note the options presented under each category may not be all the options under discussion, and some options may not be mutually exclusive but could be combined in "mix and match" combinations).

In the next few weeks it is expected that each of the five subcommittees will develop a report of their discussions and progress for presentation at the Pacifica National Board meeting on June 21-23. Shortly thereafter, it will be necessary to determine the views of the five LABs concerning the manner of election of the local and national boards ... and attempt to reach agreement in principle by at least 3 of the five LABs.

Once that is accomplished, then provision bylaws language will be drawn up for legal review and review by the LABs and the national board, revisions will be made, and final language should be ready for approval by the end of August.

Note: All bylaws will require 2/3rds majority vote of approval by the interim national board. All bylaws concerning the number and manner of election of local boards and the national board must be approved by majority vote at least 3 of the 5 LABs.

I. Overall Foundation Structure

A. National Board of Directors with 5 Local Advisory Boards - National board hires/fires and oversees Executive Director who hires/fires and oversees station managers (with advice from local advisory boards). Station managers report to Executive Director and receive advice from local advisory boards. Local advisory boards ascertain community needs and review station policies and programming and make recommendations to station managers, executive director and board of directors.

B. National Board of Directors with 5 Local Station Governing Boards

- National board hires executive director who oversees national programming and archives and affiliate program and coordinates with station managers. National board sets broad policies and programming directions to make sure that Pacifica is carrying out its purposes, and is ultimately responsible for the foundation as a whole, its licenses, finances, legal affairs. Executive director reports to the board of directors & oversees foundation operations, administration, and budget, generally, and coordinates with station managers to make sure that Pacifica policies and purposes are being carried out at all stations.

- Local governing boards hire/fire station manager and set local policies (according to national guidelines) to make sure the station is carrying out Pacifica's purposes through its programming. Station manager reports to local board, which oversees station operations, administration and budget. Local governing boards would legally be required to have two members serving concurrently on the national board. Local governing boards would legally function as "committees" of the national board, and the national board would have the ultimate authority to override a local board if it went seriously astray from Pacifica's mission, or there were serious financial mismanagement or legal problems. (Note: Stations applying for Corporation for Public Broadcasting would also be required to have separate "community advisory boards" to qualify for CPB grants. These community advisory boards would advise the local station boards as to community programming needs, but would not have a role in station governance.)

C. A "hybrid" model where local boards are more than "advisory" but less than "governing" boards.


- National finance committee would consist of members of national and local boards and would oversee and coordinate national and local budgets.

- National programming committee would consist of members of national and local boards and would set national programming policy and direction and would review programming at all five stations to make certain that all stations were fulfilling Pacifica's mission and purposes.

II. Legal Pacifica "Membership"

A. Listener-membership - any person who contributes a minimum of $?? (possibly $25) or volunteers a minimum of ?? hours (possibly 3 hours) to the station during the year before the election & has the right to elect local board members and to approve any bylaws amendments affecting their voting rights.

Staff-membership - any person who works at the station in a paid or unpaid capacity for a minimum of ?? months prior to the election and for a minimum of ?? hours per month & has the right to elect local board members and to approve any bylaws amendments affecting their voting rights.

B. Local board members - The local board members would be considered the "legal" members of the foundation and would elect directors and have the right to approve bylaws amendments affecting their rights.

III. Manner of Election of Local Boards

A. Election by station membership - local board elected by listener-members (at least half) and staff-members (at least 1/3rd).

B. "Constituency" model - local board members appointed by local organizations chosen by the board for affinity with station goals and purposes.

C. Self-selection - local board members elected by the board, itself, members nominated by nominating committee or the like.

D. The listener-members and staff-members elect most of the board, and those elected in turn select the remaining members to fill out the board for diversity and needed skills.

IV. Voting Mechanism for local board elections

A. Majority Rule -- Each member would have as many votes as there were vacant seats to be filled. Those who received the most votes would be elected.

B. Proportional Representation (Single Transferable Voting System) -- Each member would have one vote, regardless of the number of vacant seats. This system permits minorities to attain seats on the board roughly in proportion to their numbers in the voting pool.

V. Manner of Election of National Board

A. Two (or three or more) directors elected by each station board.

B. A minimum of three and up to five directors elected by each station board, depending on the size of the station membership.

C. Two directors elected by each station board, and two directors elected from each station area, one elected directly by the listener-membership and one elected directly by the staff-membership.

D. Direct election of all directors by the listener membership from each station area.

E. Top two vote-getters in local board elections would automatically become national directors from that station area.

F. Possibility of up to five "at large" directors elected by the board of directors (by those directors elected by the members).

G. The five local boards "nominate" directors and the members of all five local boards elect them from the whole pool, i.e., KPFA local board members would vote on all directors, including those nominated by the WBAI local board.

H. Possibility of a separate organization of independent Pacifica "affiliate stations" having the right to designate one or members to sit on the Pacifica Board.

VI. Qualifications to Run for Seat on Local Board

A. Statement of commitment to Pacifica's purposes.

B. Any qualified voter can run, with 10 (or some other number) of nominating signatures from other qualified voters.

C. Service on some station or local board committee for at least one year (or some other time period).

D. Membership in some "recognized" station-related community support group. Definition of such groups would need careful consideration.

VII. Eligibility for Election to National Board

A. Statement of commitment to Pacifica's purposes.

B. Any local board member may be elected.

C. Only local board members may be elected. (Except possibly one non-local board member in the event station boards elect more than two representatives.)

D. A separate "Pacifica Affiliates" organization would have the right to designate one or two persons to sit on the Pacifica Board. (Or if Pacifica Affiliates do not form a separate organization, then some defined program for affiliate [non-Pacifica licensee] stations would need to be devised.)

VIII. Diversity Criteria for Local Boards

A. A minimum of 50% of local board members must be women and a minimum of 50% must be persons of color, and so long as a minimum threshold number of votes are received, candidates will be elected to fill these minimums regardless of the number of votes they receive.

B. The highest vote getters will be elected, and the local board must have a candidate search committee whose goal it is to insure that there is a diverse pool of strong candidates of diverse races/ethnicities/genders/sexual orientations/.

C. The local board must, as closely as possible, represent the ethnic diversity of the station area ... and seats will be set aside by race/ethnicity according to the latest census for the station area.

IX. Recall

A. Both national and local board members may be recalled by majority vote of the local that elected them. (California nonprofit law provides members the right to remove directors "without cause" by majority vote of a quorum of the members who elected them.)

B. In addition, national board members may be recalled by the station listener-membership of the area from which they were elected, by majority vote of a quorum.

C. In addition, any national board members from any station area may be recalled by majority vote of a quorum of ALL the listener-members, nationwide.

Note: a "quorum" of an organization with a membership the size of a Pacifica station would necessarily be set rather low - perhaps 5%.

X. Other Potential Items

A. Annual Membership Meetings -- where resolutions proposed by members could be adopted ... Would require majority vote of a quorum to pass. Could possibly be conducted by mail ballot. Could possibly be applicable to local and national "membership" issues.

B. Regular "Town Hall" style Membership Meetings in each station area, at least prior to each national board meeting, if not more frequently (no binding membership resolutions could be adopted at such meetings).

C. Quorum rules.

D. Code of Ethics or Principles.

E. Statement of Purposes.

F. Terms of Office

G. Election of Officers

H. Executive Committee - should there be one?

I. Other Standing Committees

J. Frequency of national board meetings and rotation through signal areas

J. Procedures for Amendment of Bylaws

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