KPFA Revised Draft B of proposed Pacifica bylaws
(with underlines etc)
From: Carol Spooner
Date: Sun Sep 29, 2002 10:49 pm
Subject: Bylaws - KPFA 9/13/02 Revisions
There are a few minor changes from the 9/8/02 that is "on the grid" ... and the duties & authority of the local boards are clarified to finesse the issue of how much authority the national board can delegate.
This proposal is designed to make the local & national boards and management accountable to listeners who support Pacifica's mission. It provides for boards that make policy, set expectations for management, support management in carrying out those policies & expectations, and then evaluate their performance and hold them accountable.
It is also designed to prevent this network from splintering into national vs local interests and concerns and regional interests against one another. The tendency is there ... and almost inevitable ... unless we design a structure that keeps the local and national and the five stations knitted together in dialogue and decision-making process ... and we need an appropriate distribution of power and authority. One of the reasons for the devolution over the past decade was that Pacifica national decided on strategies without local "buy-in", setting up resistance that escalated to reprisals that escalated to all out war. We've got to prevent that from happening again. National initiatives need local support to work. Local stations need national perspectives to be more effective in opposing war, racism, injustice. I believe it is possible to knit this organization together into a real "net" of local radio stations, affiliate stations, national and local programming ... and I think that's what these times call for from Pacifica.
We are concerned that our democratization project could open us up to "takeover" from the right by buying up memberships. So we have built in some safeguards. One is that the local boards elect the directors, rather than direct election by the subscribers. Direct election of directors is an unstable system that could easily be targeted for an organized takeover.. The local boards will be able to evaluate their members' performance carefully before putting them on the national board. Another is the requirement that directors serve at least one year on a local board before being eligible to serve as a director (this requirement would be waived in the first year's election). Another is staggered elections (both local and national) so that it would take time to gain a majority on any board. Staggering elections so that 1/3rd of the local boards are elected each year does that better than doing it in halves ... but it is more expensive to do elections every year. Another safeguard is having staff members on the local (and national) boards.
The revised Draft B (KPFA Committee) proposal was drafted with the objective of knitting local and national interests together ... requiring "collaborative process" ... and setting up a democratic system that we feel is the least vulnerable to organized efforts to takeover Pacifica while holding Pacifica management accountable to the listeners.
This draft revised from the 9-8-02 version of draft B
PACIFICA FOUNDATION BYLAWS
[KPFA SUBCOMMITTEE PROPOSAL - DRAFT B-Revised 9/13/02]
IDENTITY AND PURPOSE
SECTION 1. NAME
The name of this corporation
SECTION 2. PURPOSES
The purposes of The Foundation are stated in Article II of the Articles of Incorporation, as follows:
SECTION 3. PRINCIPLES, POLICIES AND PRACTICES
Because the activities of the Foundation are supported by diverse communities of listeners, volunteers, community organizations, employees, members and contributors, because the basis of the Foundation's governance is democratic, because the Foundation endeavors to recruit a staff that is diverse with respect to race, ethnicity, nationality, gender, age, sexual preference and disability at all levels and to maintain a working environment that is free of discrimination, because of the primacy of the tradition of volunteerism in the Foundation, and because the Foundation exists to promote understanding of the causes of conflict between people of all nations, races, creeds and colors, all of the roles and relationships within the Pacifica communities should promote collaborative processes and respectful dialogue, where, to the greatest extent practicable, all affected persons are consulted and given an opportunity to be heard, both within the governing structure, and in the management of the Foundation, as well as in its relations with the diverse communities it serves. These By-Laws shall be augmented wherever possible, by resolutions of the Board of Directors and Local Station Boards establishing policies, and implemented through written Operating Guidelines and Procedures stipulating practices by which the Board of Directors exercises its fiduciary responsibilities and holds management accountable to theses principles.
OFFICES OF THE FOUNDATION
The principal office and place of business of The Foundation shall be located in the County of Alameda, State of California.
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 may from time to time designate.
MEMBERS OF THE FOUNDATION
SECTION 1. DEFINED
There shall be two classes of members: (A) "Listener- Sponsor Members", and (B) "Staff Members".
A. LISTENER-SPONSOR MEMBERS
B. STAFF MEMBERS
C. SINGLE MEMBERSHIP
D. WAIVER OF REQUIREMENTS
SECTION 3. RIGHTS
SECTION 3. QUORUM
For purposes of any election or written ballot, a quorum of the Listener-Sponsor Members shall be 10% of those entitled to vote, and a quorum of the Staff members shall be one-third (1/3) of those entitled to vote, as of the applicable record date.
SECTION 4. 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.
SECTION 5. PROXIES
All action taken by Members shall be taken by the Members personally. The powers of Members may not be exercised by alternates, by proxy or the like.
ELECTION OF DELEGATES
SECTION 1. DELEGATES DEFINED
Delegates shall be any eligible natural persons elected by the Members,
or class of Members, and is serving as such. Delegates shall serve as
the Members' representatives in electing Foundation Directors
SECTION 2. NOMINATION OF DELEGATES
SECTION 3. ELECTION OF DELEGATES
SECTION 4. DIVERSITY GOALS
[Two alternatives: the first alternative is STRONGLY recommended by the KPFA Committee, the second alternative is not recommended by the KPFA Committee, but is offered as a possible "compromise" position]
[STRONGLY recommended by KPFA Committee]
It is the goal of the Foundation that a minimum of 50% of the Delegates shall be racial/ethnic minorities and a minimum of 50% of the Delegates shall be women. To that end, in any election of Delegates half the number of seats to be filled shall be filled by the top vote-getters who are racial/ethnic minorities 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 Delegate who does not receive at least one-half (½) 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 for the Local Board have been met in the aggregate and not just incrementally, and if they have not been met, then s/he shall look to see if there are candidates who are minorities and/or women who received at least half the number of votes of the lowest vote-getter who would otherwise be 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. For example: if there are 4 seats to be filled and the top 4 vote-getters are 3 non-minority men and one minority woman, the non-minority man with the least votes who would have been elected will be replaced with the next highest votegetter who is either a minority or a woman provided s/he has obtained at least half of the votes of that non- minority man being replaced. The elections coordinator will then examine the results again to see if the diversity goals for both minorities and women has been met in the aggregate, and if not, s/he will replace the next lowest non-minority man who would have been elected with the next highest minority or woman with the minimum required number of votes who will fulfill the diversity goals.
[NOT recommended by KPFA Committee]
It is the goal of the Foundation that a minimum of 50% of the Delegates shall be racial/ethnic minorities and a minimum of 50% of the Delegates shall be women. To that end, the candidate pool shall be limited so that the number of men and women candidates and the number of racial/ethnic minorities and caucasian candidates shall be equal within plus or minus one. I.e., if there are 5 women candidates there can be no less than 4 nor more than 6 men candidates. The Elections Coordinator shall number nomination papers in the order received and fill the candidate pool of men and women and racial/ethnic minorities and caucasians on a first come first served basis. Thus, if the first three nomination papers received are from 2 men and 1 woman, no other men shall be admitted to the candidate pool until nomination papers are received an additional woman. This provision shall not apply if the number of candidates is less than 200% of the number of seats to be filled, in which case all nominees shall be qualified as candidates.
SECTION 5. FAIR CAMPAIGN PROVISIONS
No Foundation or radio station management or staff may use air time to endorse or campaign or recommend for or against any candidate for election to Station Board Delegate, or give air time to some candidates but not others. All candidates for election shall be given equal opportunity for air time, and such air time shall be specially set aside for candidates statements and questions and answers from the listeners. No Foundation or radio station management or staff may give written endorsements to any listener-sponsor delegate candidates. Neither the Board of Directors nor any Local Station Board may, as a body, endorse any candidate(s) for election to the Local Station Board(s), however individual directors and Local Station Board Delegates who are members in good standing may endorse or nominate candidates.
SECTION 6. DELEGATES' TERMS, LIMITATION OF TERMS
The term of a Delegate shall be three (3) years. A Delegate may serve two (2) consecutive three-year terms. A Delegate shall not be eligible for further service as a Director until one year has elapsed after the termination of a Delegate's second consecutive three- year term.
DIRECTORS OF THE FOUNDATION
SECTION 1. FOUNDATION BOARD OF DIRECTORS - MEMBERSHIP ELIGIBILITY, NUMBER, POWERS AND DUTIES
D. EX OFFICIO DIRECTORS
SECTION 2. TERMS
The term of a Director shall be three (3) years. A director may serve two (2) consecutive three-year terms. A Director shall not be eligible for further service as a Director until one year has elapsed after the termination of a Director's second consecutive three- year term.
SECTION 3. NOMINATION OF DIRECTORS
SECTION 4. ELECTION OF DIRECTORS
SECTION 7. REMOVAL OF DIRECTORS
SECTION 8. VACANCY
If a Station Representative Director's seat becomes vacant for any reason, that seat shall be filled for the remainder of the term by the Local Station Board for that station area.
SECTION 9. COMPENSATION
Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.
SECTION 10. RESTRICTION REGARDING INTERESTED DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. TIME AND PLACE OF MEETINGS
The Annual Meeting of the Board of Directors shall take place in March, at such times, and places as designated by a majority vote of the Board of Directors at the previous meeting. The Board shall also regularly meet in June and September of each year. All meetings shall occur at a location not farther than 25 miles from the offices of a Foundation radio station, and the Board meetings shall rotate through the five radio station areas so that meetings do not take place twice in the same station area until a meeting has been held in all other station areas. Directors may attend in person, or by telephone or video conference, or other electronic means, provided that all Directors may hear one another, at all times.
SECTION 2. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Board Chair, any two Officers of the Board, by a majority of the Executive Committee, or by any five members of the Board.
SECTION 3. NOTICE
Written notice of every regular meeting of the Board of Directors, stating
the time and place of said meeting, and the purposes thereof, shall be
SECTION 4. OPEN MEETINGS
SECTION 5. QUORUM
Any Director who is absent for three (3) consecutive meetings of the Board of Directors shall be deemed to have resigned and shall be automatically removed from the Board unless at least one of the absences has been excused by majority vote of the Directors present and voting at the meeting.
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.
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.
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. EXECUTIVE COMMITTEE
There shall be an Executive Committee of the Board of Directors consisting of the Board Chair, Vice Chair, Secretary and Treasurer and such other Directors as may be necessary so that there is at least one Executive Committee Member from each radio station area at all times. Executive Committee Members who are not Foundation officers shall be elected by majority vote of the directors present and voting. The Executive Committee shall NOT have the full authority to act on behalf of the full board, unless such authority has been specifically delegated to it by resolution of the board for a specific purpose. The Executive Committee may meet on twenty four hours telephone notice to all Executive Committee members to respond to such matters as may arise between board meetings as may require their attention. The Executive Committee may refer the matter to an appropriate board committee, or may convene a special meeting of the full board, or may refer the matter to the Executive Director for recommendations or action, as they deem appropriate. Within five days after any Executive Committee Meeting the Secretary shall circulate to the full Board of Directors Minutes of the meeting stating the reason for the meeting, and the action taken by the Executive Committee.
SECTION 2. STANDING COMMITTEES
There shall be three standing national committees of the board: Programming, Budget, and Governance. In addition, the five Local Station Boards, described in Article 8, below, shall be standing committees of the board.
All committees of the board except the Executive Committee and the Local Station Boards shall be comprised of at least one director and one Local Station Board member from each station area, in order to coordinate local and national planning and to foster collaborative relations throughout the Pacifica network.
SECTION 6. OTHER ADVISORY COMMITTEES
The Board may establish such other advisory committees as may be needed to assist the Board in developing plans and initiatives to further Pacifica's mission and purposes in areas such as: membership and organizational development; affiliate relations; programming for community development, peace and social justice; financial planning; fundraising and development; technological and infrastructure development; new station planning; review of governance structures and procedures. All advisory committees, whether standing or ad hoc, shall have at least one Director and two Local Station Board members from each station area. All committee members shall be elected by majority vote of the Board of Directors or their respective Local Station Boards, as appropriate.
LOCAL STATION BOARDS
SECTION 1. LOCAL STATION BOARDS
There shall be one Local Station Board for each Foundation radio station.
SECTION 2. COMPOSITION
The Delegates elected as described in Article Three, Section 3 (F) (including the Directors elected as described in Article Four, Section 4, to represent that station on the Board of Directors) in each station area shall comprise the Local Station Board for that radio station. Each Local Station Board shall serve as a standing committee of the Board of Directors for its respective radio station..
The ongoing duties of the Local Station Boards
are: (1) to review and approve the station's annual budget prior to submission
to the Board of Directors for approval, and to make quarterly reports
to the Board of Directors of the station's budget vs. actual income and
expenses; (2) to recommend to the Executive Director the hiring or firing
of the station General Manager. No station General Manager shall be hired,
retained, or fired against the recommendation of the Local Station Board,
unless the Board of Directors approves the action by majority vote. A
proposal to discharge the General Manager that does not originate with
the Local Station Board must be submitted to that Board first. The Local
Station Board shall annually evaluate the station General Manager's performance
and provide a written report to the Board of Directors.
SECTION 4. ADDITIONAL POWERS AND AUTHORITY
By resolution of the Board of Directors, the Board of Directors may delegate to a Local Station Board any corporate powers of the Pacifica Foundation with regard to that radio station, subject to revocation of that delegated power at any time by the Board of Directors, and provided however that any resolution of or policy adopted by a Local Station Board may be overridden by majority vote of the Board of Directors. The powers delegated to one Local Station Board need not be the same for all Local Station Boards, and delegation of such power and authority may be on a case by case basis
SECTION 5. ELECTION OF OFFICERS
Each Local Station Board shall elect a Chair, a Vice-Chair, a Recording Secretary, and a Treasurer, who shall be elected in January each year for a term of one year. Each Local Station Board shall also elect representatives to other committees of the Board of Directors, as may be required from time to time. None of the Local Station Board officers may concurrently serve as a Foundation Director, and if elected to the office of Director, they shall resign their local Station Board office.
SECTION 6. MEETINGS
The Local Station Board shall meet as often as required to accomplish it duties, and no less than every other month. All meetings shall be open to the public, and there shall be no less than one half hour allotted to public comment at each meeting. The Local Station Board may meet in executive session to address personnel, legal or proprietary matters.
SECTION 7. QUORUM
A quorum shall be one half of the duly elected Local Station Board Delegates.
OFFICERS OF THE FOUNDATION
SECTION 1. DESIGNATION OF OFFICERS
SECTION 2. DUTIES OF OFFICERS
The duties of the officers of the Foundation shall be set out in board guidelines and procedures
SECTION 3. ELECTION, TERMS AND REMOVAL OF OFFICERS
SECTION 1. EXECUTIVE DIRECTOR
The Board shall employ a person designated as the Executive Director. The Executive Director shall be hired, supervised and fired by the Board of Directors. In addition, his or her performance shall be annually evaluated by each Local Station Board, which may make recommendations to the Board of Directors.
The Executive Directors shall be the chief executive officer of the Foundation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Foundation. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Foundation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Foundation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 1. RESIGNATION
Any Director or Officer may resign his or her position by written resignation filed with the Secretary of the Foundation.
SECTION 2. MEMBERSHIP NOT TRANSFERABLE
Foundation Membership, membership on the Board of Directors, or any position as a Delegate of an Officer of the Foundation, 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 THE FOUNDATION
Membership on the Board of Directors, or the holding of any office in the Foundation, shall cease and terminate upon the death of the member, upon his/her withdrawal or removal as provided in these Bylaws, upon the termination of his/her Foundation Membership, or office-holding position, and, thereafter, neither the heirs not personal representative of the deceased members, withdrawing or terminated members, or office-holders, shall have any claim whatsoever upon the assets of the Foundation, or any claim whatsoever arising out of said membership or the holding of said membership or the holding of any office in the Foundation. No member of the Board of Directors, or officer of the Foundation, 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 the Foundation as a contribution to the Foundation, or any station owned and operated by the Foundation.
SECTION 4. NON-LIABILITY OF DIRECTORS
Directors shall not be personally liable for the debts, liabilities, or other obligations of the Foundation, subject to the provisions of the California Corporations Code.
SECTION 5. INDEMNIFICATION BY FOUNDATION 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 the Foundation 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 the Foundation to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Non-Profit Public Benefit Corporations Law
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The Foundation shall keep at its principal office in the State of California:
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director, or his or her designated agent, shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Foundation.
SECTION 4. MEMBERS' INSPECTION RIGHTS
Members of the Foundation shall have the following inspection rights, for a
purpose reasonably related to such person's interest as a member:
2. To inspect at any reasonable time the books, records, or minutes of proceedings of the Members or of the Board or committees of the Board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
SECTION 6. ANNUAL REPORT
The board shall cause an annual report to be furnished not later than one hundred
and twenty (120) days after the close of the Foundation's fiscal year to all
directors of the Foundation and, upon payment of reasonable copying costs, to
any Member who requests it in writing, which report shall contain the following
information in appropriate detail:
2. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
4. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and
5. Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the foundation that such statements were prepared without audit from the books and records of the Foundation.
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
The Foundation shall attach as an addendum to the Annual report a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction in which the Foundation or one of its Radio Stations was a party, and in which any Director or officer of the Foundation had a direct or indirect material financial interest.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than ONE THOUSAND DOLLARS ($1,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than ONE THOUSAND DOLLARS ($1,000).
Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than ONE THOUSAND DOLLARS ($1,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the Members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
SECTION 8. EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no member, trustee, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under section 170(c)(2) of such Code and regulations as they now exist or as they may hereafter be amended.
SECTION 9. NONLIABILITY OF MEMBERS, OFFICERS AND DIRECTORS
The members, officers and directors of this corporation shall not be individually liable for the corporation debts or other liabilities, and private property of such individuals shall be exempt from corporation debts or liabilities.
CONFLICTS OF INTEREST
SECTION 1. DEFINITIONS
A "CONFLICT OF INTEREST" is any circumstance described in Section 2 of this
Policy, or such similar circumstances.
An "INTERESTED PERSON" is any person serving as a director, officer, delegate,
employee, or member of a committee of the Board of Directors of The Foundation.
A "FAMILY MEMBER" is a brother, sister, ancestor, descendant, spouse, domestic
partner, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law,
or father-in-law of an Interested Person.
A "FINANCIAL INTEREST" in an entity is a financial interest of any kind, which, in view of all the circumstances, would, or reasonably could, affect an Interested Person's or Family Member's judgment with respect to transactions to which the entity is a party.
SECTION 2. CONFLICT OF INTEREST DEFINED
A Conflict of Interest exists where the personal interests of an Interested Person are or may be inconsistent with the best interests of The Foundation. The following circumstances shall be deemed to create a Conflict of Interest:
SECTION 3. DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES
An Interested Person must disclose orally or in writing all material facts
related to an actual or potential Conflict of Interest to directors and/or members
of committees considering a proposed contract or transaction to which the Conflict
of Interest relates. If a contract or transaction is not being considered by
the Board or a committee, the required disclosure must be made to the Chairperson
or the Chairperson's designee. Until a Conflict of Interest has been voted upon
by the Board of Directors in accordance with this Policy, an Interested Person
shall refrain from any action that might affect The Foundation's participation
in any contract or transaction affected by a Conflict of Interest.
After disclosure of the Conflict of Interest and all material facts, and after
the Interested Person responds to any questions that the Board may have regarding
the Conflict of Interest, the Interested Person shall leave the Board meeting
while the Conflict of Interest is discussed and voted upon. An Interested Person
may not vote on the contract or transaction to which the Conflict of Interest
relates, but may be counted in determining the presence of a quorum for purposes
of the vote.
The Board shall determine by a majority vote of the disinterested directors whether a Conflict of Interest exists and, if so, whether The Foundation shall nonetheless enter into the contract or transaction because it is in The Foundation's best interest. If appropriate, the Chairperson may appoint a disinterested person or committee to investigate alternatives to a proposed contract or transaction. In order to approve the contract or transaction, the Board must in good faith after reasonable investigation make the following determinations:
The minutes of the Board or committee meeting shall reflect (1) that the Conflict of Interest was disclosed, (2) the Board or committee's decision regarding the Conflict of Interest, including a statement that the Interested Person was not present during the final discussion and vote, and (3) that the Interested Person abstained from voting.
SECTION 4. VIOLATIONS OF THE CONFLICTS OF INTEREST PROCEDURES
If the Board or committee believes that an Interested Person has failed to disclose an actual or potential Conflict of Interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose.
If, after hearing the response of the Interested Person and making any further investigation as may be warranted in the circumstances, the Board or committee determines that the member has in fact failed to disclose an actual or potential Conflict of Interest, it shall take appropriate disciplinary and corrective action, which might include removal of a director from a committee or termination of an employee's employment.
ARTICLE FIFTEEN - DISSOLUTION AND PROHIBITION AGAINST
SECTION 1. METHOD
The corporation may be dissolved in the following manner: A petition for dissolution signed by ten percent of the members of each station area shall be submitted to the Board of Directors and a postal ballot to dissolve shall be sent to all members and shall require a three-fifths vote of a quorum of members of those valid returned ballots to uphold the petition to dissolve.
SECTION 2. DISPOSITION OF ASSETS
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for payment of all liabilities of the corporation, dispose of the assets in a manner appropriate to Pacifica's mission or to such organization or organizations as shall at the time qualify as devoted to the Pacifica Mission.
SECTION 3. NO BENEFIT SHALL INURE TO ANY MEMBER, DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION
No member, director, officer, employee, or other person connected with the Foundation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Foundation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation and bylaws of this corporation and not otherwise.
As to any matter not herein specified, Robert's Rules of Order (revised edition) shall apply.
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
SECTION 1. AMENDMENT OF BYLAWS
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION
Amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this corporation.
Any amendment(s) to the Articles of Incorporation proposed by the Board of Directors shall be presented to the Members of the Foundation and must be approved by the affirmative vote of a 2/3rds majority of the votes representing a quorum of the members, or class of members, as applicable, voting by written mail ballot.
1. The three-year requirement for listener-sponsor membership shall be suspended until January 1, 2006. Through January 1, 2004 Listener-sponsor members shall be eligible to vote on any matter properly brought to the members if they have met the minimum contribution or minimum number of volunteer hours within the preceding 12-month period; through January 1, 2005 Listener-sponsor members shall be eligible to vote if they have met the minimum contribution or minimum number of volunteer hours within the preceding two 12-month periods.
2. For the first implementation of these bylaws, nominations shall open immediately upon ratification of the bylaws and shall be open for 45 days thereafter.
3. For the first implementation of these bylaws, the top twelve vote-getters shall be elected, subject to the diversity criteria (unless Local Advisory Board members have been "grandfathered".
4. For the first implementation of these bylaws, the current Local Advisory Boards may, by majority vote, select up to four of their current listener-sponsor members to be "grandfathered" for a one-year term, and up to four of their listener members to be "grandfathered" for a two-year term (provided that 4 are "grandfathered" for a one-year term). This provision shall not apply to any Local Advisory Board member added after June 1, 2001, nor to any Local Advisory Board that has passed a resolution not to "grandfather" any of its members. Staff members, as defined in these bylaws, currently serving on Local Advisory Boards may not be "grandfathered".
5. For the first implementation of these bylaws, the top six vote-getters shall be elected, subject to the diversity criteria.
6. For the first implementation, the one-year eligibility requirement is waived.
7. In the first implementation of these bylaws, three Directors shall be elected by the Delegates from each Local Station Board. The nominee receiving the highest number of votes shall serve a 3-year term, the second highest shall serve a 2-year term, and the third highest shall serve a 1-year term.
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