Pacifica Bylaws draft C from David Fertig - REVISED
From: David R. Fertig
Date: Sat Sep 7, 2002 1:36 am
Subject: Bylaws Draft C3
This version (attachment saved in richtext format for you gatesware users) clarifies some matters including unpaid staff definition and LAB election numbers. I made a bunch of changes, and I have not catalogued them due to time press. I welcome feedback. These provisions are not in Carol Spooner's grid, at least not yet...
PACIFICA FOUNDATION BYLAWS
VERSION "C3" September 6, 2002 by Dave Fertig
IDENTITY AND PURPOSE
SECTION 1 "NAME": The name of this corporation shall be PACIFICA FOUNDATION, and it shall be referred to in these ByLaws as "Pacifica".
SECTION 2 "PURPOSE": The purpose of Pacifica shall be as stated in the Articles of Incorporation, Article II, reiterated here:
(a) To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of Pacifica.
(b) To establish and operate for educational purposes, in such manner that the facilities involved shall be as nearly selfsustaining as possible, one or more radio broadcasting stations licensed by the Federal Communications Commission and subject in their operation to the regulatory actions of the Commission under the Communications Act of 1934, As Amended.
(c) In radio broadcasting operations to encourage and provide outlets for the creative skills and energies of the community; to conduct classes and workshops in the writing and producing of drama; to establish awards and scholarships for creative writing; to offer performance facilities to amateur instrumentalists, choral groups, orchestral groups and music students; and to promote and aid other creative activities which will serve the cultural welfare of the community.
(d) In radio broadcasting operations to engage in any activity that shall contribute to a lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and through any and all means compatible with the purposes of this corporation to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.
(e) In radio broadcasting operations to promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community.
OFFICES OF PACIFICA
SECTION 1 "PRINCIPAL OFFICE": The principal office and place of business of Pacifica shall be located in the County of Alameda, State of California, or at such other place as the Board of Directors may designate.
SECTION 2 "OTHER OFFICES": Pacifica shall also have offices at such other places within or without the State of California as the Board of Directors may from time to time designate.
MEMBERS OF PACIFICA
SECTION 1 "DEFINED": There shall be only one class of Members. Any qualified voting station
sponsor is a Member of Pacifica.. A qualified voting station sponsor is:
SECTION 3 "RECORD DATE": The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to any other lawful membership action, shall be 45 days before the first written ballot or notice is mailed.
BOARD OF DIRECTORS OF PACIFICA
SECTION 1 FOUNDATION BOARD OF DIRECTORS MEMBERSHIP, ELIGIBILITY,
NUMBER, POWERS AND DUTIES:
Eligibility: Any Member of Pacifica is eligible to be a director of Pacifica.
Number: The Board of Directors shall consist of the following, totaling twenty-two members:
Absences: Any National Board member who misses three consecutive National Board meetings (unless the absence is excused by a majority vote of the board during one of the meetings missed) is automatically removed from the Board;
Power and Authority: The board is authorized to exercise any and all corporate powers of the Pacifica Foundation, particularly those regarding personnel management, allocation of resources, budgeting and financial management, contracting, management of Foundation assets, strategic planning and fund-raising and development, programming, technical and technological development and compliance with federal and other broadcast rules and regulations.
Duties: The ongoing duties of the Board involve: compliance with the purposes found in Pacifica's Articles of Incorporation; compliance with corporate responsibilities and state and federal law; ensuring that routine communication with listeners occurs at all levels of governance; supervision and operation of Foundation personnel authority for officers, agents and employees of the corporation; maintenance of a regular schedule of meetings and execution of Foundation business decisions as required by the exercise of Board powers and authority, as above.
SECTION 2 "ELECTION OF DIRECTORS": In order to be elected, a Director must be a member of, and be nominated and receive the vote of the qualified voting members of, their respective electing entity. Each electing entity, whether LAB, station staff, national staff or combined affiliates, may determine the methodology and electoral scheme for said designation of representative(s) to the national board, except as provided herein, and except that said duty to elect may not be delegated, and provided that the National Board may, as an amendment to these bylaws and subject to the restrictins thereon, modify any methodology and electoral scheme for said designation of representative(s) to the national board.
SECTION 3 "LIMITATION OF TERMS": After having served as a Director for two consecutive terms, such person shall not be eligible for further service as a Director until one year has elapsed after the termination of such second consecutive term. SECTION 4 "REMOVAL OF A DIRECTOR": By the Electing Body: Any Director may be removed by a two-thirds vote of that specific body (the particular LAB, Staffs, or Pacifica Affiliates) which elected him or her to the Board. Such a Director recall may only occur with the equivalent amount of notice said electing body requires for any regularly scheduled meeting of said body, but no less than thirty (30) days. The grounds for such removal must be submitted with the notice of said meeting and said Director shall have a reasonable opportunity at said meeting to object to and argue his or her recall.
By the Board of Directors: Any Director may be removed by the Board of Directors at a properly called and noticed regular or special meeting by a twothirds vote of all of the members of the Board of Directors, provided that the grounds for such removal are submitted with the notice of said meeting and, provided further, that the said Director shall have a reasonable opportunity at said meeting to object to and argue his/her removal.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1 "TIME AND PLACE OF MEETINGS": Meetings of the Board of Directors shall take place four (4) or more times per year, at such times and dates as designated by a majority vote of the Board of Directors at the previous meeting. The meeting nearest in time to April shall be referred to as the annual meeting. The locations of said meetings shall be chosen to ensure equal rotation among the Pacifica radio station signal areas and may include, at the boardís discretion, affiliate radio station signal areas. Said locations must be chosen to enable attendance by the listenership.
SECTION 2 "SPECIAL MEETINGS": Special meetings of the Board of Directors, for the purpose of addressing matters which require attention of the Board prior to the next regularly-scheduled meeting, may be called by the Chair or by any three (3) members of the board. Any request for a Special Meeting is to be transmitted to each member of the board and the Executive Director in writing, by two of the following methods: post, fax, personal delivery and/or email.
The topic of said Special Meeting must be publicly announced as soon as practically possible after the request for said meeting is received. The Chair is responsible to see that said announcement is made both on the air and on the Internet, in a manner reasonably calculated to apprize the sponsor-voters of said meeting, its purpose, location and schedule, who called for it and whether it will be an open or closed (executive) session.
The Special Meeting may not be held less than fourteen (14) daysí after said meeting is publicly announced unless the Chair determines that an emergency is found to exist which renders said notice impracticable. In such an event, the Chair shall issue, along with notice of said meeting, the reason(s) why less notice was deemed appropriate. If the board, by majority vote at said meeting or the next properly called meeting, deems the notice to have been inadequate, the Chair is overruled and the meeting is canceled, and any decisions or votes taken at said Special Meeting are annulled unless to do so would render Pacifica in violation of law or its own bylaws.
SECTION 3 "NOTICE":
b. In the event of an emergency said meeting may be held with less notice, but otherwise under the same constraints of a properly noticed meeting; provided that any decisions made therein shall only be effective if the lack of notice is unanimously waived and the vote ratified in the next properly called meeting. In the event of such an emergency meeting, a report must issue within a reasonable time as to what transpired, that timely notice was unanimously waived and why it was deemed an emergency.
c. Unless the emergency session is a properly closed or executive meeting, all reasonable efforts must be made to webcast said emergency meetings or otherwise render said proceedings accessible to the public.
d. Closed Meetings: Nothing in these Bylaws shall be construed to prevent the Board or its committees, or the Local Advisory Boards from holding closed sessions to consider matters relating to individual employees, proprietary information, litigation and other matters requiring the confidential advice of counsel, commercial or financial information obtained from a person on a privileged or confidential basis, or the purchase of property or services whenever the premature exposure of such purchase would compromise the business interests of any such organization. If any such meeting is closed pursuant to the provisions of this paragraph, the organization involved shall thereafter (within a reasonable period of time) make available to the public, by airing and posting on the Internet, a written statement containing an explanation of the reasons for closing the meeting.
SECTION 4 "QUORUM": A quorum at any meeting of the Board of Directors shall consist of at least onehalf of the number of then-qualified voting Directors. Directors must be physically present at regularly-called meeting in order to vote. In the event of special meetings or committee meetings conducted via electronic media, members may participate and vote by telephone or similarly effective electronic means as approved by the board or committee at the time.
SECTION 5 "ATTENDANCE": Any attendance of less than one half of the total convened time of a given meeting is deemed an absence from said meeting. Any Director who is absent for three consecutive regular meetings of the Board of Directors, unless one of said absences is excused by a majority vote of the board at that same meeting, shall be deemed to have voluntarily resigned from the Board upon the conclusion of the last of said three consecutive meetings. No advance notice is required but the Chair (or in her absence the Secretary) shall make an announcement at the conclusion of the third absented meeting that said member has effectively resigned.
SECTION 6 "ACTION BY UNANIMOUS WRITTEN CONSENT": Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as a unanimous vote of such Directors.
SECTION 7 "PROXIES": All action taken by Directors shall be taken by the elected Director personally; the powers of members of the Board may not be exercised by alternates, by proxy or the like.
SECTION 8: ACCESSIBILITY: All persons shall be permitted to attend any meeting of the National board or Local Advisory Board and no person shall be required, as a condition to attendance at any such meeting, to register such person's name or to provide any other information.
All public Pacifica Foundation meetings shall be held in spaces fully accessible as defined in the Americans with Disability Act. Properly closed sessions may be held otherwise unless this would impair access for any individual entitled to attend.
OFFICERS OF PACIFICA
SECTION 1 DESIGNATION OF OFFICERS: The officers of Pacifica Foundation shall be a Chair of the Board of Directors, a ViceChair, a Secretary, and a Treasurer.
SECTION 2 ELECTION AND REMOVAL OF OFFICERS: Election of Officers: The officers of Pacifica shall be elected annually to one-year terms by the Board of Directors, and shall serve until the end of said term, until the end of said memberís regular term of office as a Director, until election of his or her successor, or until his or her resignation, whichever comes first. Removal of Officers: Any officers may be removed by the Board of Directors at any regular or special meeting by a majority vote of all of the members of the Board of Directors, provided that the grounds for such removal are submitted with proper notice of said meeting, and provided further that said officer shall have a reasonable opportunity at said meeting to protest his/her removal.
SECTION 1 "DEFINITION": The Board shall employ a person designated as the Executive Director, who duties shall be as outlined in the Guidelines and Operating Procedures of the Board. Generally, the Executive Director shall serve as the chief executive of Pacifica.
SECTION 2 "OVERSIGHT AND SUPERVISION OF THE EXECUTIVE DIRECTOR": Oversight and supervision of the Executive Director shall be according to the structure provided in the Guidelines and Operating Procedures of the Board.
COMMITTEES OF THE BOARD
There is no Executive Committee unless these Bylaws are properly amended by the next PNB to create one.
There are three Standing General Committees: Finance; Personnel; Governance and Elections. Additional Standing Committees may be created by majority vote of the Board of Directors. Each Standing Committee shall, unless otherwise provided by the board, have at least: one Director from each signal area; one Director from Staff; One Director from Affiliates.
There are Seven Standing Area Committees: One Station Committee (SC) for each of the currently five (5) Station Signal Areas (with each committee including the four Directors from its respective signal area); One for Affiliate Relations (including the Director elected by Affiliates at least and one Director from each Signal Area) ; One for Archives and National Programming (including the Director elected by Archives and National Staff and at least one Director from each signal area.)
Standing and AdHoc Committees: The Board of Directors may from time to time establish, by resolution, committees of its members for such purposes as are authorized by law. Such resolutions shall identify any powers or duties to be delegated to said committees. The names of Directors who are chosen by acclamation or by majority vote to occupy such committees shall be immediately announced. The Chair may designate committee Chairs, however any Committee may by majority vote designate its own Chair. The Board Guidelines and Operating Procedures shall likewise be updated by the Board detailing such committees' duties, annual reports such committees shall make to the board and the role of the committee in fulfilling Board governance.
Other Committees: The Board may establish advisory committees as authorized by law to assist the Board in developing plans and initiatives to further Pacifica's mission and purposes, as found in the Articles of Incorporation. These committees may include Foundation members and others. The purpose of advisory committees would be to help the Board in areas such as: membership and organizational development; affiliate relations; programming for community development, peace and social justice; financial planning; fund-raising and development; technological and infrastructure development; new station planning, etc.
SECTION 1 "RESIGNATION": Any person may resign his or her position by written resignation filed with the Secretary of Pacifica.
SECTION 2 "MEMBERSHIP NOT TRANSFERABLE": Membership on the Board of Directors, or any position as Officer of Pacifica, is not transferable by assignment, inheritance, or by execution, bankruptcy, or other process of law.
SECTION 3 "EFFECT OF TERMINATION OF MEMBERSHIP ON BOARD OF DIRECTORS, OR POSITION AS OFFICER OF PACIFICA": Membership on the Board of Directors, or the holding of any office in Pacifica, shall cease and terminate upon the death of the Director, upon his/her withdrawal as provided in these Bylaws, upon the termination of membership, or officeholding position, upon lapse of eligibility or membership in a class from which the Director was elected (e.g., as a LAB or Staff member), and, thereafter, neither the heirs not personal representative of the deceased members, withdrawing or terminated members, or officeholders, shall have any claim whatsoever upon the assets of Pacifica, or any claim whatsoever arising out of said membership or the holding of said membership or the holding of any office in Pacifica. No member of the Board of Directors, or officer of Pacifica, either while such a member or officer, or upon termination of membership or office, for any reason whatsoever, shall be entitled to the return of any monies theretofore paid by her/him or advanced to Pacifica as a contribution to Pacifica, or any station owned and operated by Pacifica.
SECTION 4 "NONLIABILITY OF DIRECTORS": Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. SECTION 5 "INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS": To the extent that a person who is, or was, a Director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was an agent of the corporation, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California NonProfit Public Benefit Corporation Law.
SECTION 6: FINANCIAL REPORTS: Pacifica Foundation and each station and the archives shall maintain for public examination (and post on the Internet) copies of current annual financial and audit reports.
SECTION 7: NO PECUNIARY GAIN: No Director or LAB member, or his or her immediate family, (except for paid Pacifica staff), may profit or gain any material consideration in exchange for any acts or omissions performed by said LAB member or Director in the course of his or her duties. This does not affect any volunteer, LAB or Directorís right to receive reimbursement for expenses reasonably and necessarily incurred in furtherance of his or her duties, subject to approval of the Executive Director or his or her authorized representative.
LOCAL ADVISORY BOARDS
SECTION 1 "LOCAL STATION ADVISORY BOARDS": There shall be one Local Advisory Board in each Foundation radio station signal area.
SECTION 2 "COMPOSITION": Each Local Advisory Board (LAB) shall be comprised of not more than twenty-four (24) voting members including up to sixteen (16) persons nominated from and elected by qualified voting Members within the particular area signal area, two (2) persons elected by and from paid staff, and six (6) persons elected by and from unpaid staff. The applicable signal area radio station General Manager shall automatically hold a non-voting seat, ex officio.
SECTION 3 "LAB FUNCTIONS": LABs shall develop written operating Guidelines and Procedures, similar to those of the Board, in conformity with Pacifica Bylaws and also on any matters not encompassed by these Bylaws.
SECTION 4: "TRANSITIONAL PROVISION: RETAINED LAB MEMBERS": Retention of eight LAB members upon transition to Elected Body: This provision only applies to the first elections to occur for membership to those LABs which have not previously been subject to election, and after that first election this provision becomes void: at a time within sixty (60) days prior to the opening of the first nominations for elected membership upon said LABs, the current LAB members shall hold a vote by LAB members naming eight (8) of said current LAB members to become members of the to-be-elected LAB, said initial terms not to exceed one year. These "retained" LAB members may stand for re-election to the immediately subsequent and full term, but must wait one year thereafter before being seated for any following subsequent terms of membership on the LAB.
Needs Assessments: Each Local Advisory Board shall conduct local community needs assessments, relative to station program goals, station services and significant policy decisions.
Relationship to Station Management: Each Local Advisory Board shall advise, assess and evaluate the local radio station and its General Manager on the fulfillment of Pacifica mission, particularly as it relates to the findings of its ascertainment and community needs assessments.
General Manager Selection: If the local radio station General Manager position is, or is expected to be, vacant, the Local Advisory Board shall participate in the search and interview process, and, in conjunction with the applicable Station Committee shall develop and provide a list of qualified candidates for the position to Pacifica Executive Director. If the Executive Director does not select a candidate from that list, no selection will be made except from a list subsequently derived by the applicable Station Committee and Local Advisory Board. The Station Committee may veto, erscind or terminate the employment of a Station Manager, subject to the same procedural constraints, if any, upon the Executive Director to do the same.
Additional Roles: The Local Advisory Boards may be called upon to assist in the review, assessment and development of all PNB and local policy, as well as personnel and fund-raising matters as may be requested by the general manager, executive director and National Board. The LAB may also perform any function or endeavor otherwise permitted by law.
SECTION 4 "TERMS": After having served as a Local Advisory Board member for two consecutive three year terms, such person shall not be eligible for further service as a LAB member until one year has elapsed after the termination of such second consecutive three year term.
SECTION 5 "REMOVAL OF A LAB MEMBER": By the Electing Body: Voters may recall LAB
members in their signal area as follows:
By the Local Advisory Board: Any LAB member may be removed by the LAB at a properly called and noticed regular or special meeting by a twothirds vote of all of the members of the LAB, provided that the grounds for such removal are submitted with the notice of said meeting and, provided further, that the said LAB member facing recall shall have a reasonable opportunity at said meeting to object to and argue against his/her recall.
SECTION 5 "ELECTIONS": Each LAB election must achieve participation of at least fifteen percent (15 %) or higher threshold of all Members (those sponsors eligible to vote in that signal area.) The specific level of necessary minimal participation is to be determined by the respective LABs. The election shall be by mail, and ballots shall be collected for thirty (30) days.
If after thirty days (30) of voting the stated minimum level of participation by voting of Members is not achieved, the election period is extended in one-week increments until the end of the one-week-increment within which the minimum participation threshold is reached.
Within twenty-four hours of reaching that minimum participation threshold, the local Pacifica Station shall air and post on the Internet announcements that the elections shall be closed at the end of said one-week-increment.
Said election scheme must contain:
SECTION 6 "MEETINGS":
Time and place: The time and place of each meeting shall be designated by a majority vote of the Local Advisory Board members. Meetings shall be held in facilities large enough to accommodate both the Local Advisory Board and interested public, preferably in the station.
Quorum: A quorum at any Local Advisory Board meeting shall consist of at least fifty percent (50%) of the currently seated voting members. Members must be physically present in the meeting room to vote, although general participation by electronic means such as teleconferencing is allowable for purposes of discussion.
Public participation: Local Advisory Board meetings, excluding meetings dedicated exclusively to discussion of local radio station personnel matters, shall be open to the public and shall include a public comment period of no less than one half hour.
Public notice: The public shall be notified of each Local Advisory Board meeting that is open to the public. At least ten dayís notice shall be given. Four onair announcements, made during prime time on the radio station on four different days prior to the meeting, are considered to be adequate notice.
SECTION 7 "OFFICERS": The Local Advisory Board officers shall include a chairperson / facilitator and a recording secretary. Officers shall be selected by majority vote from and by the Local Advisory Board members, and shall serve for a term of one year or until the end of said LAB memberís elected term, whichever is first.
AMENDMENT OF BYLAWS
SECTION 1: These ByLaws may be amended, altered or repealed in whole or in part at any meeting of the Board of Directors, provided that the proposed changes have been submitted to each member of the Board of Directors with proper and ordinary notice of the meeting and provided further that the right of waiver of notice of meeting shall not apply. In order to be adopted, any proposal must receive the vote of twothirds of all the members of the Board of Directors present and voting; EXCEPTING that the following bylaw constraining alteration of that portion of the Pacifica Articles of Incorporation which reflect the mission of Pacifica cannot be modified except as follows: By an affirmative vote of seventy-five percent (75%) of the then-seated Directors, and ratification, by two-thirds (2/3) vote in each of at least three of the five LABs (or three-fifths (3/5) of all Pacifica LABs if more than five LABs are then properly constituted.)
SECTION 2: The Articles of Incorporation of Pacifica pertaining to the purpose and mission of Pacifica may not be amended or modified, except as provided above.
SECTION 3: Any proposed bylaws amendment that materially adversely affects the rights of the members, or any class of members, must be approved by a majority vote of said quorum of the members, or class of members, as applicable, in the manner and method by which said members are regularly permitted to exercise said voting power.
As to any matter not herein specified, Robert's Rules of Order (revised edition) shall apply. ###
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