Proposed By-Laws for the
Pacifica Foundation
and Its Stations

PRELIMINARY
DRAFT

Prepared by
The Pacifica Accountability Committee
Revised September 18 , 2002

For further information, please go to Pacfolio.org
We encourage your comments & suggestions.
E-mail: Labtomcam@aol.com;
Fax: 310 - 836 - 8424; or
Phone: 310 - 836 - 7557

Preface

The purpose of the following Proposed Bylaws for The Pacifica Foundation and its stations is to illustrate how democratic concepts can be incorporated into Pacifica's bylaws.

During the formulation of these bylaws we borrowed concepts and language from the governing bylaws of the following community radio stations: KBOO (Portland, OR) whose governing board is elected by their listener-sponsors; WERU (Blue Hill Falls, ME); and KOOP (Austin, TX), a co-operatively run station, and the American Civil Liberties Union.

These proposed bylaws include the direct election of Station Boards by each station's subscribers, procedures for such elections, along with procedures for conducting board business and meetings that promote the greatest involvement of listener-sponsors and volunteers. Also included are provisions outlining the rights and responsibilities of board members related to both oversight of financial management and programming policy.

Included in this document are annotations (in brackets and italics) to illustrate some of the considerations, issues and concerns that were raised during the writing of these proposed by-laws.

Sincerely,

The members of the Pacifica Accountability Committee, Los Angeles, California.

Salient Points

1) The Pacifica National Board (PNB) is formed by the election of three representatives from each democratically elected Station Board. Besides certain "ex-officio" (non-voting) Pacifica corporate officers, the membership of the PNB is then completed with one representative from Pacifica's affiliate stations, for a total of 16 voting PNB members.

2) Neither paid, nor volunteer, staff are permitted to serve on the PNB; however staff [one paid, two volunteer] are represented on the local Station Boards.

3) Each station has a standing Program Committee that is mostly listener-elected

4) Members of the foundation are of one class and are defined as subscribers, volunteers or staff members.

5) All regular board meetings (station and national) in which governing decisions are made are to be open and accessible to the general public, allowing for listener commentary.

6) Executive committees are disallowed -- finance, personnel, policy and structure decisions being the province of the entire board, or a quorum thereof. However executive sessions to discuss, for example, private personnel issues are allowed.

7) Transparency and accountability are encouraged by: 1) airing a weekly "Report to the Listeners" program and taking regular unscreened listener call-ins; 2) full financial disclosure at the station and national levels; 3) making regular board meetings accessible to the public, along with the informational contents of each board meeting.

8) These by-laws provide a Members Bill of Rights that summarizes the privileges of membership

9) The Rule of Thirds applies in Station Board elections, whereby no more than 1/3 of a board can be replaced in any one yearly election.

10) In the first Station Board election, transferring up to two-thirds (2/3) of the previously appointed LAB seats into the newly formed Station Boards is supported. These "grand-fathered" two-thirds (2/3) are those who receive the highest number of votes from the general station membership in said election.

11) Any, and all, amendments to the Foundation by-laws must be ratified by the Foundation's membership.

12) The members may amend any part of the Foundation by-laws via a process of petition and referendum.

TABLE OF CONTENTS

Preface *

Salient Points *

ARTICLE I: IDENTITY AND PURPOSE *

ARTICLE II: OFFICES OF THE FOUNDATION *

ARTICLE III: MEMBERSHIP *

ARTICLE IV: ANNUAL AND SPECIAL MEETINGS/ ELECTIONS *

ARTICLE V: DONATIONS, INVESTMENTS & FINANCIAL STATEMENTS *

ARTICLE VI: STATION BOARDS *

ARTICLE VII: ADDITIONAL STATION BOARD POWERS *

ARTICLE VIII: LOCAL ADVISORY BOARDS *

ARTICLE IX: PACIFICA NATIONAL BOARD (PNB) *

ARTICLE X: AMENDMENTS TO THE FOUNDATION *

ARTICLE I: IDENTITY AND PURPOSE

Section 1. Name

The name of this corporation is the PACIFICA FOUNDATION, and it shall be referred to in these By-Laws as the "The Foundation".

Section 2. Purpose

The objectives and purpose of the Pacifica Foundation shall be in accordance with the "Mission Statement" found in the Pacifica Foundation's Articles of Incorporation (1948), the text of which follows:

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 the Foundation.

B. To establish and operate for educational purposes, in such manner that the facilities involved shall be as nearly self-sustaining as possible, one or more radio broadcasting stations licensed by the Federal Communications Commission and subject 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 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.

Section 3. Collaborative Relations

The activities of The Foundation support a community of listeners, volunteers and subscribers. Because the basis of The Foundation's governance is democratic, and because of the primacy of the tradition of volunteerism in The Foundation, all of the roles and relationships within the Pacifica Family should promote collaborative processes. Both within the structure of governance, and in the management of the corporation, these By-Laws shall be augmented wherever possible, by resolutions of the establishing Foundation policies, and implemented through detailed written Operating Guidelines and Procedures stipulating practices by which the Board exercises its fiduciary responsibilities and holds management accountable to the listeners and members.

Section 4. Pacifica Principles

A. Pacifica will be a "voice of many voices" offering a wide variety of people an opportunity to share their experiences, concerns, and perspectives with their neighbors over the airwaves.

B. Pacifica stations will promote local production and broadcast of programs covering local issues and events as well as global topics.

C. Pacifica stations will seek the bulk of their financial support from their members who live within the reach of their broadcast signal.

D. The measure of a station's programming success will be judged by its service to the listening community, and that service will be measured through listener feedback. The stations will formulate a listener feedback mechanism and an evaluation process which is suited specifically to each station's needs, including:

(1) Active feedback: letters, e-mail and telephone calls.

(2) Stimulated feedback: surveys of members and listeners conducted by the station.

(3) Passive feedback: Arbitron ratings and analysis of those figures.

[Annotation: Although we included Arbitron ratings as a comparative component of gauging programming success, we feel strongly that Arbitron should not be relied upon by community radio stations because Arbitron's data collection process is designed to reflect the success of commercially driven radio programming. Community radio is not, and should not be, an expression of what "sells" in the communities it serves, but should be an expression of what the communities believe is important. We also believe that households that participate in Arbitron's data gathering process are not necessarily those that have a concern with community radio values such as those expressed in the Pacifica Mission Statement. In addition, we believe that ratings results can be manipulated through the targeting of specific demographic groups which can skew ratings toward a particular outcome.]

E. Pacifica stations will seek diversity and service by striving to reach new listeners, while maintaining service to existing listeners.

F. Pacifica stations are committed to volunteerism as an essential element in their operations and programming.

G. Pacifica stations actively solicit and utilize input and participation by all community members in their decision making.

H. As trustees of community resources, Pacifica stations will operate in a fiscally responsible manner.

I. Pacifica stations shall encourage the union representation of staff and volunteers, and shall minimize the number of non-union staff positions, and shall bargain in good faith during negotiations and during grievance procedures.

Section 5. Members Bill of Rights

A. Pacifica stations will broadcast a weekly live one hour uncensored (except for violations of FCC guidelines) call-in program hosted by the General Manager and/or Program Director to air and respond to listener-sponsor questions, comments, concerns and suggestions regarding the station, Pacifica national and local programming.

[Annotation: For many years KPFK's programming schedule included a weekly live half hour call-in program called "Report to the Listener" which provided the General Manager an opportunity to answer callers' questions and respond to comments regarding the station and its programming decisions. Often there were callers who were cut off the air if they dealt with issues the general manager felt came under the Pacifica "dirty laundry rule". In 1996, the General Manager decided this program was "not good radio" and removed it from the schedule.]

B. Each station member is entitled to receive a station program guide/newsletter at least four (4) times per year. In order to save paper and mailing costs, the member may opt to notify the station that she/he will either pickup her/his program guide/newsletter at the station or receive it via electronic means. If neither option is chosen, the station shall mail program guide/newsletter to said member.

C. The right to have the station solicit and use listener feedback (see Article I, Section 4 G).

D. Privacy of name and address, if desired (see Article III, Section 4 B&C).

E. The right to add items to agendas and vote on them (see Article IV, Section 3 C and Article IV, Section 4).

F. The right to unseat Station Board members and/or the General Manager (see Article IV, Sections 5 & 6).

G. The right of confidentiality for large donors (see Article V, Section 1 D).

H. The right to have access to most Foundation [and station] financial reports (see Article V, Section 3; Article VI, Section 17; and Article IX, Section 17).

I. The right to advance notice of National Board meetings, and Station Board meetings, and the right to be heard at these meetings (see Article VI, Sections 20, 23 and 25; and Article IX, Section 10 A, B and E).

J. The right to have a written broadcast policy and advance notice of program changes (see Article VI, Section 27).

K. The right of members only to ratify, or to petition for, amendments to the by-laws (see Article X).

L. The right to express opinions via unscreened listener call-ins to add content regarding matters of vital interest to the community, and the station (see Article VI, Section 27, A 10).

M. The right to elect Station Board members in their designated station signal areas (see Article VI, Section 3).

ARTICLE II: OFFICES OF THE FOUNDATION

Section 1. Principal Office

The principal office and place of business of the Foundation 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

The Foundation shall also have offices at such other places within or without the State of California as the Board of Directors [Pacifica National Board] may from time to time designate.

ARTICLE III: MEMBERSHIP

Section 1. Classes of members

There shall be one class of Foundation members, and any qualified station member is a member of The Foundation. These members shall act in accordance with the Pacifica mission statement in Article I.

[Annotation: We created a single and equal class of membership to establish the membership as being the sole body from which all power of the station derives as envisioned by Lew Hill, the founder of Pacifica.]

A. In order to be a qualified voting station sponsor, and thus a corporate "member" of Pacifica, one must designate affiliation with one, and only one, particular Pacifica station. There is no limit upon non-voting sponsorship of any other station.

Section 2. Composition of Membership

A person who resides within a Pacifica station's signal area, or listens on the Internet, may become a member in one or more ways:

A. Member subscribers: those who have contributed annual membership dues (subscriptions) as defined and determined by the local Station Board.

B. Volunteers: those persons who have contributed not less than five (5) hours of service to their station within the previous twelve (12) months.

C. Staff: consists of those persons employed by a station.

Section 3. Voting Rights

Members have the right to elect members of station boards, and advisory boards, in their designated signal area, as provided herein, to ratify all amendments to bylaws or the Articles of Incorporation and powers of recall. Each member may exercise his or her voting rights in one, and only one signal area.

Section 4. Overseeing Membership Lists

A. The Station Boards must approve any use of their respective Membership Lists including, but not limited to, sale or trade of these membership lists.

B. Membership subscription/contribution/pledge forms will contain a box which may be checked by a new or continuing member to indicate a "yes" to share name and address with other organizations. Unless the box is marked as such, member's names and addresses will not be sold or traded.

C. A member's name and address may not be sold or traded if the membership has expired or if a member notifies their Station Board that she/he does not want her/his name and address to be sold or traded.

ARTICLE IV: ANNUAL AND SPECIAL MEETINGS/ ELECTIONS

Section 1. Each station shall hold an annual membership meeting to:

A. Hold elections and referendums.

1) Each station will hold an annual election and referendum to elect Station Board members, Local Advisory Board members, possibly amend bylaws, and under special circumstances recall Station Board members or the station General Manager (See Article IV, Sections 5 & 6).

2) All station members shall be provided with 45 days prior notice of the annual election and referendum meetings.

[Annotation: We recommend that the annual elections/ meetings be scheduled at a time of year that is likely to allow for the greatest attendance and after the end of the fiscal year, allowing enough time to generate a financial report which can be presented to the members.]

B. Report to the listener-sponsors, listen to the community in attendance, facilitate a dialogue on relevant issues pertaining to the station and the community that sponsors it.

1) Annual and special station membership meetings/ elections shall be recorded and broadcast if feasible. This recording shall be added to the station archive, and available to the public at cost.

Section 2. Special Station Membership Meetings

A) special meetings of a station's membership may be called by a two-thirds (2/3) vote of the entire Station Board.

B) special meetings of a station's membership may be called by a membership petition signed by a minimum of two percent (2%) of the station's membership.

[Annotation: There was a concern and discussion regarding the percentage of members required for petition to hold special meetings. Too high of a percentage would give only large organized groups the ability to call a special meeting. A low percentage would make it too easy to call a special meeting by just a few station members for frivolous purposes.]

Section 3. Agenda of Annual & Special Meetings/Elections

A. Two or more Station Board members may vote to add an item to the agenda of membership meetings.

B. The union representative on the Station Board may put an item on the agenda of a membership meeting without the concurrence of another Station Board member.

C. An item may be added to the agenda if a membership petition, signed by a minimum of 20 station members, is submitted to the Station Board 45 days prior to the membership meeting. Such an agenda item shall be included in the announcement mailing for the upcoming membership meeting.

Section 4. Voting

A. Only station members (see Article III; Section 2; A, B & C) may vote in elections and referendums. Voting shall be by means of a printed ballot. Each member may cast one ballot only in each election or referendum. A simple majority wins except when the vote is regarding the following:

1) Amendments to Foundation [and/or station] bylaws.

2) Recalling Station Board members.

3) Overriding the Station Board regarding the General Manager's contract.

B. The above three exceptions require a two thirds (2/3) majority of the votes cast by the station's members to pass, given a quorum of 12% of the membership.

C. Voting mechanics: All station members shall be mailed [at least 30 days prior to the special or annual meeting] a written ballot and/or referendum [e.g. board member recall or by-laws amendment], plus relevant instructions, which shall be carried to the meeting to be cast.

1) Those who cannot be present at the annual meeting [for any reason] may mail-in [or hand deliver] their ballot or referendum, which should be received by the station no later than 24 hours prior to the annual meeting.

Section 5. Recall of a Station Board Member

If a station's membership is dissatisfied with a Station Board member, this membership may remove the Station Board member with a 2/3 majority vote [of the total number of participants in the most recent election(s) of that member] and thereby void the remainder of the board member's term. This process can be conducted at annual or special meetings of the station's membership that has the above item on the agenda (see Article IV, Section 3 C).

[Annotation: We recognize that this power reserved to the general membership is meant to be a safeguard which would be used only in extraordinary circumstances. We hope it will never be necessary for the membership to exercise this power.]

Section 6. Removal of General Manager

If a station's membership is dissatisfied with the Station Board's choice for General Manager, the membership may "override" the board with a two thirds (2/3) majority vote and void the General Manager's contract. This can be accomplished only at an annual or special meeting of the station's membership that has the above item on the agenda (see Article IV, Section 3, C).

[Annotation: Again, we recognize that this power reserved to the general membership is meant to be a safeguard which would be used only in extraordinary circumstances. We hope it will never be necessary for the membership to exercise this power.]

'''ARTICLE V: DONATIONS, INVESTMENTS & FINANCIAL STATEMENTS

Section 1. Donations, Grants and Bequests

'
A. Donations, grants or bequests to the station shall not confer any rights, benefits, privileges or preferential status to the donor.

B. All such contributions shall be individually reported as a percentage of the total annual income to the membership in the annual report.

C. All grants, donations or bequests totaling $1,000 or more per annum from a single source shall be reported by the station board to the station membership.

D. Confidentiality shall not apply to either corporate or institutional gifts or grants, but only to private persons, upon request. This confidentiality shall extend only to the actual name and personal information of the donor. Each confidential donor shall be assigned a code name or number.

E. In the event that a confidential donor chooses to make an additional donation, this shall be reported with the code name or number as provided in the above Subsection D.

Section 2. Investment Policy

A. It shall not be the policy of The Foundation [or its stations] to retain an investment portfolio including: real estate bequeathed or given to the station, stocks, bonds, certificates of deposit (CDs) or other financial instruments.

1) Real estate to be used or exchanged for a station building site or expansion may be retained expressly for that purpose.

2) Stocks may be held only for a period of one year or less.

3) Donated negotiable assets shall be sold and either utilized within the general operations of The Foundation [or station], or placed as cash in the reserve cash fund.

4) Assets requiring time maturity may be held solely for maturation and then redeemed or sold.

[Annotation: Regarding the above Sections 1 and 2, it was strongly felt that Pacifica [and stations] must not risk compromise of the mission by maintaining an investment portfolio or by giving any extraordinary rights, benefits, or privileges to large donors. Privacy of large donations shall only extend to individuals as to their name and identifying personal information (when requested), but not the fact, amount or budgetary significance of such donations. All large donations are to be given without conditions.]

Section 3. Financial Statements

A. Foundation [and station] annual financial reports and audits shall be published within one month after the end of the fiscal year. (See Article VI, Section 17 and Article IX, Section 17.)

B. Foundation [and station] quarterly financial statements will be made available to its members one month after each quarter. (See Article VI, Section 17 and Article IX, Section 17.)

C. The financial results of each station's fund drives will be made available to its members following that fund drive's accounting or within six weeks, whichever is sooner.

D. The financial information referred to in the above sub-sections A, B and C will be made available to the Foundation/station members by the following means:

1) Published, as a one-page summary, in a station's program guide/newsletter.

[Annotation: Although for many years KPFK published and mailed to listener-sponsors a fairly comprehensive program guide/newsletter called the "Folio", KPFK currently does not publish a program guide/newsletter. A one-sheet program schedule is included with Pacifica fundraising mailers and KPFK pledge bills.]

2) The Foundation's [and stations'] Internet web sites shall provide all financial reports generated within the last seven years.

3) Promptly mailing copies of the last annual financial statement, the last two quarterly financial statements, and the last fund drive accounting to any person who has sent in a request for same, provided that the person has included a self addressed, stamped envelope (or nominal mailing and photocopying costs).

Section 4. Acquisition/Sale of Foundation Assets

The Listener-Sponsor voting members of the Foundation shall have the right to approve or reject the acquisition or disposition of major Foundation assets, which include, but are not limited to: real property, radio licenses, transmitters and archives (including rights to the archives). At least a 90 day notice of any impending vote shall be given on air. A 75% majority shall be required.

ARTICLE VI: STATION BOARDS

Section 1. Qualifications for Station Board Membership

A. Only station members may sit on a Station Board.

B. No person under the age of eighteen may sit on a Station Board.

C. It shall be each station's policy to make every reasonable effort to encourage women and persons of color to run for all vacant Station Board seats [see to Section 4 below].

D. Each person who wishes to run for a Station Board seat shall provide to the existing Station Board verifiable data regarding their age and residence. This information must be submitted at least forty five (45) days before the date of the annual meeting, along with a nominating petition signed by at least 20 station members.

Section 2. Number of Station Board Members

Each Pacifica Station Board shall consist of twenty one (21) voting members, with an additional two (2) "ex-officio" (non-voting) seats.

Section 3. Composition of the Station Boards

A. The General Manager and the Program Director shall have "ex-officio" (non-voting) seats on the Station Board. No other management personnel may sit on the board.

B. One seat on each Station Board shall be designated for union staff, chosen through a vote by the union staff.

C. Two seats on each Station Board shall be designated for volunteers, chosen through a vote by volunteers.

D. Regularly scheduled on-air programmers shall be ineligible for seats on a Station Board, except as provided for in the above sub-sections B and C.

E. The remaining eighteen (18) seats available on the board shall be voted in by station membership during annual elections held for that purpose (see the following Section 4).

Section 4. Election of Station Board Members & Term of Office

A. An election will be held annually to elect station members to the Station Board.

B. All annual membership elections will be held to fill (or replace) only one-third (1/3) of the elected Station Board seats.

1) In the first election [in a two part process] two-thirds (2/3) of the seats will be voted in from current Local Advisory Board members for two (2) and one (1) year terms, with the highest vote getters given the two (2) year terms. The remaining one-third (1/3) of the seats will be voted in from station member candidates for three (3) year terms.

2) By the second annual election, the Station Board shall be divided into three equal triennial classes so that the term of office of one third of the total number of Station Board members shall expire each year.

[Annotation: The idea of a democratically elected Station Board raises questions of how to deal with abuses of the system. What would happen if there were an organized attempt by those opposed to a station's mission to gain a majority of the board? Such an attempt was indeed made at KNMU, in New Mexico, when a right wing group fielded a slate of Station Board candidates. There are no absolute guarantees that such an attempt could not take place at a Pacifica station, just as there are no absolute guarantees that an appointed board cannot be corrupted or co-opted.

These bylaws call for the election of no more than one third of the Station Board at a time. This system is also similar to the one used by KBOO (Portland, OR). It is not a guarantee that no one will attempt to abuse the elected board. The system is a safeguard against the sudden "stacking" of the board in a single election.

Ultimately, the integrity of the Station Board is safeguarded by informed and involved listeners and volunteers. This requires openness and accountability, as addressed throughout these bylaws. We believe that this is the best safeguard possible for the integrity of The Foundation, and for the integrity of its stations.]

D. DIVERSITY GOALS:

[Annotation: We recognize that racism, sexism and other forms of bigotry are pervasive in society. The Pacifica Mission Statement mandates that these injustices be addressed in the programming and we recognize the need to address them in each station's internal functions, including the composition of the Station Board.

In keeping with the principle of openness, station policies regarding affirmative action should be informed by the widest possible discussion. We therefore recommend that each Station Board and Local Advisory Board convene special committees for this purpose, which should include people of diverse backgrounds, including activists who have worked on social justice issues.]

A. It is the goal of the Foundation that a minimum of 50% of the [Station Board members] shall be of primarily non-European descent and a minimum of 50% of the [Station Board members] shall be women.

To that end, the following measures are to be carried out:

1) To comply with The Foundation's mission, stations are mandated to ensure that their programming reflects the diversity of their communities. Local Advisory Boards shall write an annual report summarizing the station's effectiveness at achieving diversity in programming.

[Annotation: Complying with the above provisions is likely to attract the variety of listeners necessary to produce racial and ethnic balance on the Station Boards.]

2) In all station elections, Proportional Representation ["Single Transferable Voting Method"] shall be used to ensure a more even distribution of votes, and to ensure that no member vote is wasted.

3) Upon the third Station Board election, Station Boards that have not met the diversity goals stated herein [50% non-European, 50% women] are strongly encouraged to adopt specific affirmative action measures [by 2/3 majority of a quorum of the board]. Some possible solutions are:

a. In any election of [board members], half the number of seats to be filled shall be filled by the top vote-getters who are of primarily non-European descent, and half the number of seats to be filled shall be filled by the top vote-getters who are women, regardless of whether or not they are among the top vote-getters overall. However, for purposes of applying this rule, no person shall be elected a [Station Board member] who does not receive at least one-half (1/2) the number of votes as the last person who would have been elected were it not for the diversity goals. After all the ballots are counted, the election coordinator shall examine the results to determine whether the diversity goals have been met, and if they have not been met, then s/he shall look to see if there are candidates who are non-European and/or women who received at least half the number of votes of the lowest vote getter who would have been elected, and s/he shall declare them elected in order of highest number of votes received, replacing the candidates who would have been elected in order of lowest number of votes received.

b. In any election of [board members], those candidates being of primarily non-European descent, or female, shall have additional votes added to their total [to be a percentage (5% - 15%) of their actually accrued votes in said election]. The election results shall be determined by summing the candidates' actual votes, plus any additional votes received.

[Annotation: This is akin to the preferential admission that has been used in universities and other institutions, including the establishment of job preferences for veterans.]

Section 5. Representatives to the Pacifica National Board (PNB)

Three (3) elected Station Board members shall be elected by the Station Board for terms of three (3) years in length to serve on the PNB, provided they have been a member in good-standing for one (1) year or more and maintain their status as members of their local Station Board.

A. In the initial election of PNB representatives by their station boards, the representative at each station receiving the highest number of votes shall serve a term of three (3) years on the PNB, the representative receiving the next highest number of votes, shall serve two (2) years, and the representative receiving the third highest shall serve one (1) year. After the first election, the Station Boards shall elect one PNB representative per year, to replace the representative whose term has expired.

Section 6. Compensation

A. Station Board members shall not receive any salaries for their services as board members.

B. Station Board members shall, with prior approval of the Station Board, be reimbursed for reasonable expenses relevant to their duties.

Section 7. Resignation

A Station Board member may resign at any time by delivering written notice to the chair of the board. A resignation shall be effective when given unless the notice specifies a later effective date.

Section 8. Vacancies

A. If there are persons available from the last Station Board election who received at least 20% of the vote but were not elected, the vacant board seat to be filled until the next general election shall be offered (right of refusal) to that person with the highest vote total in the last election.

B. If no persons are available per subsection A, the Station Board shall appoint a qualified station member to fulfill the remainder of the term of that seat.

Section 9. Required Attendance

A. A Station Board member will be considered absent if he/she is present at the board meeting for less than two-thirds of the scheduled time of the meeting, or if a board member fails to be present during the "open comment" portion of the meeting.

B. If an absence is not approved by the board, it will be considered unexcused.

C. If a Station Board member has accumulated four (4) [or more] unexcused absences from regular meetings of the board during her/his term, it shall be the duty of the Secretary to cause a written notice of that fact to be mailed to such board member, and such notice shall also state that such board member's unexcused absence from five (5) regular meetings of the board will result in her/his termination as a member of the Station Board (see Section 10 B below).

D. In a case where such board member has been absent [without excuse] from a fifth regular meeting of the Station Board [during her/his term], it shall be the duty of the Secretary to cause a second written notice of that fact to be mailed to such board member, and to also state that termination of such member's status as a member of the Station Board will be undertaken as set forth below unless the Secretary hears from such board member in writing within (10) ten days as to why such action should not occur.

[Annotation: It has been of concern to KPFK listener-sponsors in attendance at KPFK's Advisory Board meetings that board members regularly show up late to the board meetings held at the station. There have also been instances of board members leaving meetings before, or in the middle of, the "open comment" portion of meetings.]

E. At each regular meeting of a Station Board it shall be the duty of the Secretary to report the name of any board member to whom notices of meetings and notices of absences have been mailed, together with any written response received, as required by these bylaws. Thereupon, at the recommendation of the Station Board, such board member shall be removed [if the absences are deemed to be unexcused] from his/her position as a member of the Station Board and a vacancy of the board shall be declared.

E. A Station Board member may request a leave of absence for good cause by written notice to the Chair of the Station Board. The board will determine the sufficiency of the cause and the length of the leave.

Section 10. Removal of a Station Board Member

A. A Station Board member may be removed by a two-thirds (2/3) vote of the entire Station Board at any board meeting. All Station Board members will be given prior notice of the date, time and purpose of said meeting. (Refer to Article VI, Sections 20 & 23)

B. Any Station Board member who misses five (5) or more board meetings during her/his term shall be removed, unless the Secretary has heard in writing from that member as to why that action should not occur.

Section 11. Officers of the Station Board

A. Officers of a Station Board shall include a Chair, Vice-Chair, Treasurer, Secretary and Assistant Secretary.

B. No one shall be eligible to serve as an officer unless he or she is also a member of the Station Board.

Section 12. Elections and Term of Office of Station Board Officers

A. All officers of a Station Board shall be elected by the Station Board at the first regular board meeting following the annual election of Station Board members.

B. Such officers shall be elected for a term of one year, or until their respective successors are elected and qualified.

C. No officer may serve more than three consecutive years in the same office. After a hiatus of one year, eligibility starts anew.

Section 13. Chair

A. The Chair is the principal officer of the Station Board and shall preside at all board meetings and at annual and special meetings of the station's membership. The Chair will be a non-voting member unless there is need of a tie-breaker vote.

B. The Chair shall be an "ex-officio" (non-voting) member of all committees of the Station Board.

C. The Chair shall perform all duties as prescribed by the Station Board and will insure that all orders and resolutions of the board are carried into effect.

Section 14. Vice-Chair

A. In the absence of the Chair or in the event of the Chair's inability to act, the Vice-Chair of a Station Board shall perform the duties of the Chair and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair.

B. The Vice-Chair shall perform such other duties and have such other powers as a Station Board may prescribe.

Section 15. Secretary

The Secretary shall be responsible for preparing Station Board minutes, annual and special membership meetings and for authenticating records of the corporation; see that all notices are duly given in accordance with these by-laws or as required by regulatory agencies and Pacifica; and be responsible for the corporate records.

Section 16. Assistant Secretary

The Assistant Secretary will help with the work load of the Secretary and fill in when the Secretary is unable to attend board meetings.

Section 17. Treasurer

A. During each quarter of a Pacifica station's fiscal year, the Treasurer shall review the previous quarter's expenditures. The Treasurer shall calculate a dollar amount equal to .5% (one half of one percent) of that quarter's expenditures. In preparing the ledger for a station's current quarter, each amount at or above the above .5% figure shall be included in the ledger, which shall be available for inspection during normal business hours, by that station's members.

B. The Treasurer of a Station Board shall regularly inspect the financial records of the The Foundation that pertain to that station, along with the financial records of the monies given to The Foundation by that station or generated within that signal area, which include but are not limited to: income from side band frequency leasing, membership drives, mail donations, grants and other various solicitations.

C. The Treasurer's duties shall include providing a report of the above stated financial records in addition to providing regular reports of the station's expenditures to the Station Board.

D. The Treasurer's duties shall include making reports, referred to in the above subsection A, available to the station's membership.

Section 18. Oversight of Capital Improvement and Investment

The Treasurer and Station Board will be notified by the General Manager of capital improvements or investments (other than normal operating expenditures) to be made at the station of $2,000.00 or more at least thirty (30) days before such expenditures are made.

Section 19. Committees of the Station Board

A Station Board may establish ad hoc and at least two (2) standing committees to fulfill duties, or to assist in current projects of the station and/or the Station Board. These committees shall be chaired by a board member and may include station members who are not on the Station Board. All Station Board Committee reports and recommendations are advisory until the entire Station Board has approved them.

There will be at least two (2) standing committees:

1. Administrative/Budget Committee (ABC), and

2. Program Committee (PC) shall be formed to fulfill CPB requirements, assess the needs of a diverse community, and make recommendations regarding programming policy. Composition shall consist of:

c) Staff shall elect two (2) volunteer and two (2) paid staff; and

3. Program Committee Duties

Section 20. Notice of Station Board Meetings

Notice of upcoming board meetings (except emergency meetings) shall be given at least one week before said meeting, on the air, every day and reasonably distributed throughout the day. It shall also be published in the station program guide/newsletter and website prior to the meeting.

Section 21. Quorum

The required quorum at Station Board meetings shall consist of sixty percent (60%) of the number of filled board positions excluding "ex-officio" (non-voting) board members to convene meetings and conduct business.

Section 22. Regular Station Board Meetings

Regular meetings of the Station Boards shall be held monthly, at a time and place to be determined by the board. Regular meetings of the Station Boards shall be open to the public and be held in a location that can facilitate public attendance.

[Annotation: If there is a great interest in a recent policy change or incident, a forum large enough to accommodate the expected people should be procured.]

Section 23. Special Station Board Meetings

In the event of an emergency, crisis or unusual need, special Station Board meetings may be called with at least 2 days notice. Such meetings can only be called by a quorum of the board. Those members shall personally notify all other board members. Members of the public shall be notified on the air for at least a 2 day period before said meeting, provided the station is broadcasting.

Section 24. Executive Sessions

A Station Board may, by majority vote, call an executive (closed) session to consider matters relating to personnel, litigation or matters involving confidential relationships. In the event that an executive session is held, the reason therefore shall be announced and noted in the published minutes of the board. In the interest of openness and accountability, the use of executive sessions must be kept to a minimum and must not be abused.

Section 25. Conduct of Station Board Meetings

A Station Board shall allow station members in attendance to ask questions about and/or make concise relevant comments on agenda items when they are discussed by the board and prior to a board vote on the item.

Section 26. Agenda of Station Board Meetings

A. The agenda of monthly board meetings will include, but not be limited to:

1) Reviewing and approving of previous board meeting's minutes.

2) Old business: unfinished agenda items from the previous board meeting.

3) New business: items added to the agenda by board members, plus items added to the agenda by at least twelve (12) attending station members.

[Annotation: Because a Station Board often fails to complete its initial agenda, the Board may place the item at the end of its agenda.]

4) An open comment period, in which station members and the public at large may address the board, will be part of the agenda of all public meetings of the Station Board and shall be no less than thirty (30) minutes in length.

5) A report from the LAB, including proposed program changes, if any.

6) The General Manager's Report.

Section 27. Broadcast Guidelines & Policies

A. Each Station Board is required to create a document of programmers' rights and responsibilities. A current version of this document shall be posted on the station's website, and provided in hard copy form to each programmer and to station members upon request. This document shall include the following guidelines and policies:

1) Each station shall maintain a complete ban on underwriting or sponsorship of programming, or of any other station activities, by for-profit corporations and/or companies.

2) Every programmer shall be required to provide the station with a log of basic information regarding each program on or before the date of broadcast.

3) Programmers shall refrain from libel.

4) Programmers shall not air hate speech and/or incitement to violence in the language or content of programming except when such language is an intrinsic component of legitimate reporting, or dramatic presentation.

[Annotation: The concept of "hate speech" is very controversial and predates the invention of radio. Historically, "hate speech" has been used to foment great social injustice. For centuries, civil libertarians have debated issues of protected free speech and the point at which words constitute "hate speech" or an incitement to violence, and do not merit protection.

Stations would benefit from the widest possible discussion of these issues. We recommend that the Community Needs Assessment Panels (see Article VIII, Section 2) define "hate speech," and to analyze the legal and political issues involved for community radio. These groups should have people of diverse backgrounds, including civil libertarians and social justice activists. These groups should generate an annual report which could help in forming program policies.]

5) In order to conform to federal regulations, the stations shall prohibit language identified by the FCC as obscene.

6) Each programmer is entitled to sixteen (16) days notice of major changes in his/her status and/or program scheduling.

7) Each station shall keep a high-quality continuous air-check for thirty (30) days. This recording is to protect the station's license and programmers.

8) Each station shall schedule a brief calendar of local events at least twice per day.

9) The above (1-9) Guidelines and Policies may be amended only as provided in Article X.

10. Listeners have the right to express opinions via unscreened listener call-ins to add content regarding matters of vital interest to the community, and the station. However, the content of call-ins must be relevant to the topic(s) being covered on the program at that time.

B. The Station Boards and station members are entitled to advance notification of proposed major changes in the program schedule and/ or the status of any programmer. This notification shall include, but not be limited to: posting on the station's website, publishing in the station's program guide/newsletter (if feasible), announcement on the affected program(s) and at the top of the weekly call-in program. This notification shall be given at least sixteen (16) days before implementation and at least fifteen (15) days before the next scheduled Station Board meeting.

1) In the event of an emergency which demands sudden changes in programming, the above notification language shall not apply.

[Annotation: "Major changes" in this context means change of program length, shifting time slots, removal of host and the like, but not preemptions or changes lasting one (1) month or less.]

ARTICLE VII: ADDITIONAL STATION BOARD POWERS

Section 1. Hiring and Tenure of the General Manager

A. When the position of General Manager becomes vacant, the Station Boards shall post notice of said vacancy on their stations' bulletin boards, e-mail lists, trade journals and other periodicals, as well as announce said vacancy on-air during peak broadcasting hours. The Station Boards shall nominate, by simple majority vote, at least one applicant for consideration by The Foundation's Executive Director.

B. The Executive Director may consider additional applicants. She/he may submit one or more nominees for the General Manager's position back to a Station Board. When a Station Board receives this list, the Station Board may accept any one nominee by simple majority vote. In the event that no nominee is accepted, the nomination process shall be reopened as specified above.

C. The General Manager's period of employment shall be determined by the Station Board. At the end of this term, a Station Board may renew the General Manager's contract by a simple majority vote. If the board does not so vote, the position is vacant and Section 1 A and 1 B of Article VII shall apply.

D. The Station Board shall conduct a performance evaluation of the General Manager at six (6) months, and thereafter annually.

E. The Station Board shall be the entity to which the General Manager reports all pertinent station business in a timely and comprehensive manner.

Section 2. Removal of General Manager

The station General Manager may be removed or suspended for cause by a two- thirds (2/3) majority vote of the entire Station Board.

Section 3. Acting General Manager

In the event that a General Manager's position cannot be filled, an Acting General Manager shall be appointed by the Station Board for a period not to exceed four (4) months, or until a permanent General Manager is found, whichever comes first. At the end of this term, if a permanent General Manager is not found, the Station Board shall appoint any person for a period not to exceed eight (8) months, or until a permanent General Manager is found, whichever comes first. If at the end of this term a permanent General Manager is still not found, the Station Board shall appoint a station member to be General Manager for a period not to exceed twelve (12) months.

Section 4. Executive Search Committees

A. A Station Board may create search committees to recommend people for station management positions, such as General Manager, Program Director, News Director and Development Director.

1) Search committees should consist of:

a.) Several Station Board members (2 to 4)
b.) Several station members (2 to 4), to be elected by the station membership
c.) One (1) at-large station member [selected to meet diversity requirements].
d.) One (1) paid staff member
e.) Two (2) volunteer staff members

B. Search committees should be purely advisory in capacity.

C. Search committee meetings should be open to the station membership when general procedures and criteria are being discussed, but when private personnel matters are pending, such meetings should be held in executive session.

D. Station members should have an opportunity to meet candidate finalists in public forum, and to question and to express their opinions thereof. Such member opinions shall be condensed into the search committee's final report.

E. Written information [e.g. resume] about the candidate finalists must be available to station members prior to the public forum.

ARTICLE IX: PACIFICA NATIONAL BOARD (PNB)

Section 1. Composition of the PNB

The National Board of The Foundation (PNB) shall consist of:

1) three (3) elected representatives from among the non-staff membership of each Station Board; and 2) one (1) affiliate station representative; for a total of sixteen (16) voting members.

Section 2. "Ex-Officio" (non-voting) Board Members

The Pacifica Foundation Executive Director, Pacifica Archives Director, Recording Secretary and/or Chief Financial Officer shall be "ex-officio" (non-voting) members of the PNB.

Section 3. PNB Consultants, Transactions and Outside Services

All transactions and professional services of the Board shall be conducted by outside services or agencies contracting with and overseen by the PNB; no conflict of interests (automatically recused).

Section 4. PNB Duties

A. To ensure compliance with the Pacifica Foundation Mission as set forth in the Articles of Incorporation;

B. To ensure compliance with corporate responsibilities, and state and federal law;

C. To stay in regular communication with The Foundation membership at all levels of governance;

D. To hire and remove the Executive Director of the Foundation;

E. To hold open board meetings at quarterly intervals, at venues that are reasonably accessible to the local public; and to meet at such other times as may be necessary to carry out the required duties of the PNB;

F. To execute required Foundation business and financial decisions, and to provide accessible, full disclosure to members to the extent legally allowable.

G. To provide advice and governance to the local Station Boards by ensuring that they comply with the Mission of the Foundation, and that they conduct themselves in accordance with law.

Section 5. Financial Statements & Audits

A. The Foundation's annual financial report and audits shall be published within one month after the end of the fiscal year. (See Section 17.)

B. The Foundation's quarterly financial statements will be made available to the members one month after each quarter. (See Section 17.)

C. The combined financial results of the stations' fund drives will be made available to Foundation members within six weeks.

D. The financial information referred to in the above sub-sections A, B and C will be made available to Foundation members by publishing it on The Foundation's web site.

Section 6. Terms

A. The term of a PNB member shall be three (3) years in duration; and a PNB member may serve a maximum of two (2) consecutive terms.

B. If a PNB member is not re-elected to her/his local Station Board [or is deceased, or recalled], her/his local Station Board shall elect a replacement for the duration of the PNB term.

Section 7. Removal of a PNB Member

A. Any PNB member may be removed at any meeting by at least a 75% affirmative vote of the entire PNB. The said PNB member must be provided with a reasonable opportunity to protest her/his removal. All PNB members will be given prior notice of the date, time and purpose of said meeting.

B. Any PNB member's local station membership may recall her/him by a two-thirds (2/3) vote of the total number of participants in the most recent election of that member to her/his Station Board seat; or the PNB member's local Station Board may remove her/him at any meeting by a two-thirds (2/3) vote of the entire Station Board. Such a removal would automatically result in her/his removal from the PNB. [Refer to Article VI, Section 10.]

C. Three (3) unexcused absences during the term of a PNB member will result in her/his dismissal. In this case, the PNB and local Station Boards shall follow the same removal protocol, though the number of allowed unexcused absences is three (3), instead of five (5). [For details, see ARTICLE VI, Section 9.]

Section 8. Compensation

PNB members shall serve without compensation, except that they shall receive reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.

Section 9. Meetings of the PNB

A. REGULAR MEETINGS: The PNB shall meet regularly at quarterly intervals, at the time, date and place designated by a majority PNB vote at the previous meeting. All meetings shall be held not further than 25 miles from a Pacifica station, and the meetings shall rotate among the station areas. The PNB members shall attend the quarterly meetings in person.

1) Regular meetings shall be announced on-air at least 45 days in advance.

B. SPECIAL MEETINGS: Special PNB meetings may be called by the PNB Chair, or by any three (3) PNB members. These meetings may be attended in person, or may be via telephone or video-conference.

1) All PNB members, and Station Boards, shall receive ample (at least ten days) written notice of the: date, time, location, duration and purpose of each special PNB meeting. Unless it's an executive session, the meeting and its purpose shall be announced on the stations.

C. QUORUM: A quorum at any PNB meeting shall consist of at least 60% of the voting PNB membership.

D. PROXIES: All action taken by any PNB member shall be taken by her/him personally. Powers may not be delegated by alternates, by proxy or the like.

E. GENERAL MEMBERSHIP PARTICIPATION: All regular [quarterly] PNB meetings shall invite the attendance and vocal participation of all Foundation members.

1) Timed general membership consultation periods shall be allowed prior to each vote or decision. Members should speak only to the topic currently under consideration.

2) Each meeting should allow at least two (2) thirty minute segments of general membership feedback and comments, near the beginning, and near the middle of the meeting. Board members shall remain in attendance.

3) All PNB meetings, whether regular or special, shall be recorded and web cast. This excludes executive sessions.

4) Items may be added to the agenda by at least thirty (30) attending members.

F. MINUTES: The minutes of all regular and special PNB meetings shall be posted on The Foundation web site as soon as they are approved.

Section 10. Officers of the PNB

A. Officers of the PNB shall include a Chair, Vice-Chair, Treasurer, Secretary and Assistant Secretary.

B. No one shall be eligible to serve as an officer unless he or she is also a member of the PNB.

Section 11. Elections and Term of PNB Officers

A. All officers of the PNB shall be elected by the PNB at the first regular board meeting following the annual election of PNB members.

B. Such officers shall be elected for a term of one year.

C. No officer may serve more than three consecutive years in the same office. After a hiatus of one year, eligibility starts anew.

Section 12. Chair

A. The Chair is the principal officer of the PNB shall preside at all board meetings.

B. The Chair shall be an "ex-officio" (non-voting) member of all committees of the PNB.

Section 13. Vice-Chair

A. In the absence of the Chair or in the event of the Chair's inability to act, the Vice-Chair shall perform the duties of the Chair and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair.

B. The Vice-Chair shall perform such other duties and have such other powers as the PNB may prescribe.

Section 14. Secretary

The Secretary shall be responsible for preparing PNB minutes, and for authenticating records of the corporation; see that all notices are duly given in accordance with these by-laws or as required by regulatory agencies and Pacifica; and be responsible for the corporate records.

Section 15. Assistant Secretary

The Assistant Secretary will help with the work load of the Secretary and fill in when the Secretary is unable to attend board meetings.

Section 16. Treasurer

A. During each quarter of The Foundation's fiscal year, the Treasurer shall review the previous quarter's expenditures. The Treasurer shall calculate a dollar amount equal to .5% (one half of one percent) of that quarter's expenditures. In preparing the ledger for the current quarter, each amount at or above the above .5% figure shall be included in the ledger, which shall be available for inspection on The Foundation's web site.

B. The Treasurer of the PNB shall regularly inspect the financial records of the The Foundation, along with the financial records of the monies given to The Foundation, or generated from the signal areas, which include but are not limited to: income from side band frequency leasing, membership drives, mail donations, grants and other various solicitations.

C. The Treasurer's duties shall include providing a report of the above stated financial records in addition to providing regular reports of The Foundation's expenditures.

D. The Treasurer's duties shall include making reports, referred to in the above subsection A, available to the Foundation's membership on its web site.

E. A National Development Council shall be formed.

1) Composition:

a) each station's development director;

b) the Executive Director of The Foundation; and

c) the Treasurer of the PNB.

In the event of a Development Director vacancy at any station, its General Manager may temporarily appoint someone to sit on said council.

2) Duties:

Since this Development Council is meant to replace a Foundation Development Director, its duties shall be to devise development strategies for the Foundation that do not conflict with the individual stations' development strategies, or those of the affiliate stations.

Section 17. Committees of the PNB

A. The PNB may establish both ad hoc and at least two (2) standing committees to gather information, make reports and assist in current projects. All Committee reports and recommendations are advisory until they have been approved by the entire PNB. These committees shall be chaired by a PNB member and may include some non-PNB volunteers or consultants.

The standing committees shall be:

1. National Administrative/Budget Committee (NABC ); and

B. NATIONAL ADMINISTRATIVE/BUDGET COMMITTEE: The NABC shall consist of the Foundation (PNB) Treasurer and at least one (1) PNB member from each local Station Board; and shall be balanced in station representation. The primary duty of this committee is to prepare an annual budget for the Foundation, which shall include the Pacifica Archives, all administrative offices, committees of the PNB, the percentage of the stations' income given to The Foundation, and all other Pacifica Foundation business activities. This budget must be approved by two-thirds (2/3) of the full PNB.

1. This committee shall submit a fully disclosed budget report [quarterly and annually] which shall be posted to The Foundation's web site.

C. NATIONAL PROGRAM COMMITTEE: The NPC shall be established to assess the needs of the Pacifica stations and affiliates in the distribution of programming via the KU satellite, or other means.

2) Composition of committee:

a. Two (2) members of the PNB

D. The PNB shall not establish any executive committees.

[Annotation: It was felt that an executive committee could easily become a "power magnet" and wield too much influence, with the remaining board members easily becoming "rubber stamps" for the executive committee. For purposes of discussion, an executive committee may be defined as a sub-committee that has the power to make decisions regarding finances, personnel matters, programming policy, Foundation policy and organizational structure. All such decisions should be made by the full board. In the event of a real emergency, electronic communication allows for voice deliberation and votes.]

ARTICLE X: AMENDMENTS

Section 1. Amendments to Pacifica's By-laws

A. The PNB may amend The Foundation By-laws by a two-thirds (2/3) vote of the entire PNB membership. However, any amendment to The Foundation bylaws must be ratified by a two-thirds (2/3) vote of the number of participants in the most recent Station Board elections, or a two-thirds (2/3) vote of 12% of the eligible voters, whichever is greater.

[Annotation: The above stipulation that members must ratify any by-laws changes is based on the premise that members should be the sole interpreters of what "materially adversely" affects their rights. What might not seem to affect the members' rights may, in fact, do so. For example, it might conceivably be argued that adding "at-large" members to the PNB does not adversely affect the members' right to vote, but in actuality it does because it diminishes the impact of the members' votes.

The argument that member ratification is too inefficient is countered by the fact that: 1) the Station Boards have the power to call special station meetings on relatively short notice, 2 ballots can be mailed [in-bulk] at relatively little expense, 3) the station's airways, as well as program guides/newsletters, can inform the listeners regarding the proposed amendment(s); and 4) most large NGO's do have mechanisms for the membership to ratify amendments. It is hard to imagine any emergency situation requiring a by-laws change.]

B. Any station member may propose a resolution to amend The Foundation by-laws by submitting a petition containing at least 70 member signatures [collected from the station area] and passed by two-thirds (2/3) of a quorum of the Station Board. Such a proposal shall be forwarded to the PNB and must be placed on the agenda of the next regular PNB meeting [for which sufficient advance notice can been provided].

1) If the number of member signatures on said resolution is equal to at least 2% of the eligible station voters, it shall be forwarded to the PNB, without requiring Station Board ratification, and must be placed on the agenda of the next regular PNB meeting [for which sufficient advance notice can be provided].

2) If the number of member signatures on said resolution is equal to at least 5% of the eligible station voters, the station membership shall vote on said resolution, all eligible station membership receiving their ballots via the station's newsletter, and mailing said ballots into the station [or casting them at an annual or special meeting]. If the resolution passes by at least a two-thirds (2/3) majority vote of at least 12% of the eligible station voters, it shall become a national referendum to be voted on by all Foundation members.

C. The text of any proposed amendment to the by-laws shall be published in the station program guide/newsletter, posted on the station website and announced in relevant and appropriate public forums (including on the air).

Section 2. Amendments to Pacifica's Articles of Incorporation

The procedures for amending Pacifica's Articles of Incorporation shall mirror those for by-laws amendments, except that the station membership may not petition for amendments to Pacifica's Articles of Incorporation.

A. The PNB may amend Pacifica's Articles of Incorporation by a two-thirds (2/3) vote of the entire PNB membership. However, any amendment to The Foundation bylaws must be ratified by a two-thirds (2/3) vote of the number of participants in the most recent Station Board elections, or a two-thirds (2/3) vote of 14% of the eligible voters, whichever is greater.

Section 3. Rewrite and Revise These By-Laws

Within one month of the seating of elected PNB members under these by-laws, the Local Station Boards elected under these by-laws will convene their PNB representatives, interested local board members, and listeners specifically elected to represent the signal area, to rewrite and revise these by-laws in light of the experience of them.

At approximately nine months of the seating of elected PNB members under these by-laws, the PNB will hold a By-Laws Convention.. Any amendments approved will then be sent to the entire Foundation membership for ratification.