From: Carol Spooner
Date: Tue Oct 22, 2002 10:48 am
Subject: iPNB Bylaws Straw Poll votes

PLEASE FORWARD TO ALL LAB MEMBERS, & interested email lists, etc.

To: Everyone interested
From: Carol Spooner, Secretary, iPNB
Re: iPNB Bylaws Straw Poll votes - Oct. 13-14

The board addressed the following bylaws issues by straw polls during the October 13-14 meetings:

Article Five - Directors of the Foundation

Eligibility: Board majority favors "Any local Station Board Delegate who is currently serving and has served at least one year as a Delegate is eligible to be elected to the office of director." (Board did not address Pacifica Affiliate seats, or "at large" directors, or eligibility for such seats, if any.)

This would include station staff members elected to the LSB, but it was the sense of the board that no "on-air" staff should be eligible serve on the PNB, and any on-air staff member elected would have to give up their program for their term on the iPNB.

Number: The board majority favors equal representation on the PNB for all five station areas (rather than proposed minimum of 3 and maximum of 5 directors from each station, depending on number of members). The board did not address the number of PNB members from each station area.

The board must return to the remaining issues concerning the duties, meetings, etc. of the

Article Eight -- Local Station Boards

Board majority favors using the name "Local Station Boards" (rather than "Local Advisory Boards" or "Local Governing Boards").

The Local Station Boards shall serve as standing committees of the Board of Directors for their respective station areas.

Duties:
Board majority approved:
(1) Review and approve station's annual budget & to make quarterly reports to PNB of station's budget vs actual income & expenses.
(2) Station General Managers must be hired by ED from list approved by LSB.
(3) LSB provides annual written evaluation of General Manager
(4) ED can fire (or retain?) General Manager only if LSB approves (otherwise, if LSB wants to fire or retain the GM & ED doesn't, it goes to PNB for approval)
(5) Program Directors must be hired by General Manager from pool developed by LSB
(6) LSB provides annual written evaluation of PD
(7) Work with station management & staff to ensure station policies & procedures for making programming decisions, etc. (KPFA draft language)
(8) To conduct "Town Hall" style meetings at least 2 times a year devoted to hearing listeners' views, needs & concerns
(9) Assist in fundraising activities of the station
(10) form open committees (open to anyone) to carry on the work of the LSB (KPFA draft language)
(11) actively reach out to under-represented communities -- to help the station serve people of all races, creeds, colors, nations, classes, sexual orientation, abilities ... (etc. KPFA draft language, but include sexual orientation/gender language)
(12) Perform community needs assessments, or see to it that a separate "Community Advisory Board" is formed if required by CPB
[ also: (13) That local board is mandated to make sure of staff diversity ]

[The iPNB addressed but a majority did NOT favor the following duties for LSBs: Hiring/retaining/firing power over station GMs (with PNB override, if requested by Executive Director) Hiring/retaining/firing power of station Program Director (with PNB override, if requested by GM or ED) On-Air LSB reports to listeners at least quarterly]

Other LSB Power & Authority:
The PNB may delegate any other corporate powers to a LSB. (KPFA draft language)

Election of Officers:
Each LSB shall elect a Chair, Vice-Chair, Recording Secretary, & Treasurer in January each year for one year term. LSB officers may not serve concurrently on the PNB.

Meetings:
As often as necessary, but no less than every other month. Time & Place -- (WPFW draft language) Public Participation -- (WPFW draft language) Public Notice -- (WPFW draft language)

Quorum:
A quorum of the LSB shall be one half (1/2) of the duly elected delegates.

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Other issues addressed at the October iPNB meeting.

(1) That there shall be a bylaws convention to review the bylaws within 1-3 years of the seating of the new board, and the new board shall set the date within that time frame at the first meeting of the new board. [Passed 8 for, 3 against]

(2) That Rob Robinson will pull together a Bylaws draft incorporating the concepts approved by iPNB straw pools so far, and attempting to synthesize the various proposals into one draft for iPNB review as to the remaining unaddressed issues. Carol Spooner will assist as needed. [Passed 12/0]

(3) That the stations are to continue 2 hours of weekly bylaws/governance programming and the ED is directed to make sure this happens. [Passed 8/0/1]

###

Houston iPNB straw polls

For your reference, here are the iPNB Bylaws straw poll votes from the September 20-22 meeting:

Article One -- Identity & Purpose
Section 1 -- the Name of the corporation is Pacifica Foundation and shall be referred to in the bylaws as "The Foundation." (good job!, first things first!)
Section 2 -- fully restates the purposes of the Foundation from the Articles of Incorporation
Section 3 -- Collaborative Relations, or Principles, Policies & Practices -- come back to this.

Article Two -- Offices of the Foundation
Section 1 -- Principle Office ... shall be in Alameda County Calif, or at such other place as the Board of Directors may designate.
Section 2 -- Other offices may be in other places.

Article Three -- Members of the Foundation
Section 1 -- Defined -- there shall be 2 classes of members: "listener-sponsor members" and "staff members" We agreed that listener-sponsor members must donate or volunteer to their station, staff members will include both paid and unpaid (non-management) staff.

Single Membership -- members may only vote in one station area, and people who qualify as both listener-sponsors and staff members will be deemed to be staff members.

Waiver of requirements -- donation/volunteer requirements may be waived by the local board for hardship.

Section 3 -- Members' Rights
Members of each radio station area have the right to elect and recall local station board members & to recall any director elected by their station board.

Will revisit other rights -- such as amendment of articles & bylaws when they appear in later sections of the bylaws.

Board majority did not think members should vote to approve acquisition or sale of major assets ... but this will probably be revisited as most felt there needed to be some restrictions on the board.

Members have right to attend all board and committee meetings (except those closed for hearing personnel, legal or proprietary matters).

Members may have the right to and vote on local station board committees.

Quorum: listener-sponsor members -- 10% of eligible voters; staff members 1/3rd.

Record Date for determination of membership: 45 days before mailing ballot.

Proxies: Members may not vote by proxy.

Article Four -- Election of Delegates (Local Station Board Members)

Station board members must be members of the Foundation. Listener-sponsor members may be nominated on the signatures of 10 from listener-members in good standing. Staff members may be nominated on the signatures of 5 staff members in good standing. No person who holds any elective or appointive public office at any level -- federal, state or local -- or is a candidate for such office is eligible for election and shall be deemed to have resigned if s/he becomes a candidate or receives a political appointment. (This restriction does not apply to civil service jobs).

The board didn't want to elect 1/3rd of the local boards every year, but does want staggered elections ... so is leaning towards electing 1/2 of the boards (for 3 year terms) 2 years in a row, with one year off.

The board does want minimum diversity requirements for local boards ... but will come back to exactly how that is to be accomplished.

Staff representation on local boards -- 1/4 of the board.

We did discuss the size of the local boards, and decided it could be variable ... with a range of from 18 to 24 members.

Board will return to the election procedures.