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Pacifica Bylaws drafts comparison

by Max Blanchet
August 6, 2002
Salient Points Robinson's Version A Spooner's Version B
Membership One class of membership: any person who has made a financial contribution to or worked as a volunteer at the Foundation or any of its affiliates Two classes of members: 1) listener-sponsor members who have made financial contribution or done volunteer work at the station. In addition, must sign a membership registration card, 2) staff members, including both paid and unpaid staff (volunteer) who have also signed registraton card.
Board of Directors Any member who is not an officer, agent or employee of the Foundation is eligible. Each signal area elects two for a total of ten. They in turn elect not more than 5 at large directors by means of a 2/3 majority. Any member is eligible unles s/he holds any political or governmental elective or appointive office at any level of government. Listener-sponsor members elect 12 directors and staff members 6 at each station for a total of 18, or 90 nationally. A diversity criterion must be met. STVM may be used.
Directors' Nomination Nomination is required but the process is not clear. Nominations papers including the required number of signatures on a form, a statement as to what class the candidate belongs to and a 500 word statement of the candidate must be delivered to an independent election coordinator and then mailed to the voting members.
Directors' Election Directors are first nominated and then elected for three years by a majority of stations' members. No quorum specified. Directors are elected for 3 years by listener-sponsor members and staff members in separate elections. A 10% quorum is required in the case of the former and one-third quorum in the case of the latter.
Limitation of Directors' Terms Can serve two consecutive terms but one year must have elapsed before a member can be elected to a third term. Same as in Robinson's model except that one third of the directors is elected each year.
Removal of Director A director can be removed by a 2/3 vote of all directors. Same as in Robinson's except that a 3/5 majority is required. In addition, members can recall a director.
Absence of a Director Three unexcused absences are grounds for removal. Three absences result in dismissal.
Committees of the Board Board has the right to establish committees from time to time to meet the Foundation's needs. A National Committee made up of 15 members, with 3 elected by each of the 5 Local Station Boards (LSB), which is limited primarily to oversight of the national affairs or initiatives of Pacifica, i.e., archives, affiliates, national programming, legal affairs, and such.  It does, however, have the power to make pacifica-wide policy, subject to override by 3 out of 5 of the local board committees. A National Program Committee with 10 members 2 from each LSB; and a National Budget Committee of 6 members including the national treasurer and the stations' treasurers.
Local Boards Each local board has up to 35 members, including station volunteers and paid staff, elected by signal area members. The directors elected by each station serve as a standing committee of the board of directors and are known as the Local Station Board.
Election of such Boards Same procedure as for the directors. Elections can take place simultaneously but nominees for the board and the local board must be differentiated. This is simultaneous with and the same as the election for the board of directors.
Role of the Local Board Purely advisory The Local Station Boards are true governing boards of the stations.
Amendment of By-laws A two-thirds majority vote by the board of directors present and voting is required. A 2/3 majority vote of the directors present and voting is required. Members must also approve any amendment that materially and adversely affects their rights.
Amendment of Articles of Incoporation Not addressed Requires approval by 2/3 majority vote of the Board of directors plus 3/5 majority of quorum of voters.
Restriction Regarding Interested Directors Not addressed Included
Annual report on transactions involving directors or officers Not addressed Included
Prohibition against sharing of corporate profits and assets by directors, officer, employee... Not addressed Included
PACIFICA Ombudsperson Not included Employed by the board and reports exclusively to the board an independent of Foundation staff and management. Prepares annual report to the Board.

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