From:  Carolyn Birden 
Date:  Mon Jun 17, 2002  8:38 am
Subject:  KPFK bylaws subcomittee meeting notes


Forwarded with permission:


From:  Allan Beek 
Subject: [alliance] June 16 bylaws notes, OK to repost
Date: Mon, 17 Jun 2002 03:58:36 -0700

- - - - Rough notes on KPFK Pacifica Bylaws Subcommittee meeting June 16, 2002.
- - - - David Fertig, member of the interim Pacifica National Board 
(iPNB), presided. Those present introduced themselves (partial list): 
Gary Akers, Margalo Ashley-Farrand, Doug Barnett, Healing Bear, Allan 
Beek, Tom Bostick, Tom Camarella, Don Champine, Alfredo DeLuna, 
Bernie Eisenberg, David Fertig, Monika Galluccio, Robert Gaylord, 
Albert Grigorian, Nancy Lawrence, Robert Lawrence, Estelle Leisy, 
Harvey Lewis, Samuel Marcus, Kwazi Nkrumah, Lee O'Sullivan, Mansoor 
Sabbagh, Craig Sanberg, Elizabeth Schendel, Gordon J Stich, Edward 
Taylor, Kei Utsumi, Harrison Weil, Warren Williams, Roger Zimmerman.
- - - - Bernie Eisenberg offered to coordinate carpooling to Berkeley 
for the iPNB meeting next weekend. Bernie's number is 310-391-0487 
and his e-address is ursa1@l... 
(one, not el or eye).
- - - - In accordance with the intention of the last meeting, it was 
decided to rotate facilitators. David Fertig nominated Mansoor 
Sabbagh. Mansoor was elected by acclamation.
- - - - A list of nine items for discussion was posted, but 
discussion never went beyond the question of how local and national 
board members are to be elected.
- - - - The (confusing) California Corporations Code says all these things:
- - - - 5310. A corporation may admit persons to membership, as 
provided in its articles or bylaws, or may provide in its articles or 
bylaws that it shall have no members.
- - - - 5330. A corporation may issue memberships having different 
rights, privileges, preferences, restrictions or conditions, as 
authorized by its articles or bylaws.
- - - - 5332. A corporation may refer to persons associated with it 
as "members" even though such persons are not members within the 
meaning of Section 5056
- - - - 5056. "Member" means any person who, pursuant to a specific 
provision of a corporation's articles or bylaws, has the right to 
vote for the election of a director or directors or on a disposition 
of all or substantially all of the assets of a corporation or on a 
merger or on a dissolution
- - - - It appeared that the last meeting had been advised that 
unless all subscribers were members within the meaning of Section 
5056, they would not be able to vote for local board members, and on 
that basis the meeting had voted to make all subscribers members 
within the meaning of Section 5056. But, by 5056 they are not members 
unless they have the right to vote for PNB members, because PNB 
members are the "directors" of the corporation. So it followed that 
the PNB must be elected by vote of the subscribers.
- - - - The advice given the last meeting was challenged on the basis 
of sections 5310, 5330, and 5332. There was vigorous disagreement and 
argument, which took up considerable time.
- - - - Margalo Ashley-Farrand, attorney, gave an explanation of the 
Corporation Code, and acted temporarily as facilitator. The 
possibility was raised that some PNB memberships be assigned to 
affiliates. The possibility was raised that persons who listen to 
programs streamed on the net might not attach themselves to any 
signal area, and might need representation as "members-at-large." The 
possibility was raised that PNB officers might be directly elected by 
the subscribers.
- - - - The pros and cons of having many members within the meaning 
of Section 5056 were presented. Such members have standing to sue the 
corporation, but 15% of them, or 125, whichever is less, must be 
plaintiffs to sustain such a lawsuit. It is not desired that someone 
trying to take over the Corporation be able to pay 125 phony 
"subscribers" to sue and thus tie the Corporation up in knots. But it 
is desired that we be able to sue the Corporation if it goes wrong 
again --- that is the way it was saved --- and that requires a 
sufficient number of members to find 15% willing to be plaintiffs. 
David Fertig spoke of the nightmare of trying to run a lawsuit with 
125 plaintiffs.
- - - - Mansoor resumed acting as facilitator. There were several 
speakers in favor of having the PNB elected by the subscribers --- 
"direct democracy" --- and several speakers in favor of having the 
PNB elected by the local boards --- "a collaboration between the 
boards." A couple of speakers thought the local board would select 
more competent people than the subscribers. Several motions were 
made, finally resulting in six contrasting proposals, which were 
voted on. Two votes were taken, the second one after the three least 
successful proposals had been eliminated. Each voter voted for all 
the proposals that were acceptable to him or her. The results are 
tabulated below, where each row represents a proposal, and each 
column represents a property, by means of which the proposals are 
compared:

First - Second - Local board - National board - - - - - - - PNB 
officers - - - PNB chair - - Recall of
Vote - vote - - - elected by - - - elected by - - - - - - - - - - - 
elected by - - - - - elected by - - - PNB by
* * - -
14 - - - 21 - - - - Subscribers - - Subscribers - - - - - - - - - 
National board - - National board
- -
16 - - - 19 - - - - Subscribers - Half by local subscribers - 
National board - - National board - - All sub-
- - - - - - - - - - - - - - - - - - - - -Half by local board - - - - 
- - - - - - - - - - - - - - - - - - - - - - - - - - -scribers
20 - - - 14 - - - - Subscribers - - Local board sends - - - - - 
National board - - National board
- - - - - - - - - - - - - - - - - - - - - - two of its own
8 - - - - - - - - - Subscribers - - Local boards - - - - - - - - - 
Subscribers - - - - National board
- -
7 - - - - - - - - - Subscribers - - Determined by - - - - - - - - 
Subscribers - - - - Subscribers
- - - - - - - - - - - - - - - - - - - - - local board
3 - - - - - - - - - Subscribers - - Local boards - - - - - - - - - - 
PNB - - - - - - - - Subscribers
- - - -
- - - - Tom Camarella distributed more copies of the "KPFK Listener's 
Rights and Principles" that were distributed two meetings back, and 
asked that it be on the agenda next time. Two speakers felt it was a 
matter for local board policy, rather than a bylaws matter. Tom asked 
that anyone wanting to suggest changes to the Rights and Principles 
to make it more acceptable, or just to discuss it, email him at 
agit8ortom@a...
* * - - Bernie Eisenberg proposed a motion asking the iPNB to tell 
the stations to air at least two hours a week on the bylaws process, 
rebroadcast once. The motion passed 24 to 2.
- - - - Programming suggestions were made:
- - Represent ethnic minorities. "Don't let us down."
- - Have a fixed percentage of air time for open call-ins.
- - Raphael Renteria's "The Human Meaning of Pacifica's Structure," part 6.
- - - - It was announced that the Orange County Pacifica Radio 
Neighborhood Network (PRNN) had joined an Amnesty International 
leafletting campaign at the beach and had distributed many KPFK 
flyers. (Applause)
- - - - The next meeting was set for June 30 in the Friends meeting 
house, 4167 S. Normandie, 1:30 PM. Allan Beek announced his candidacy 
for facilitator. Please notify him at 949-645-1419 or 
abeek@f... of any items you want on the 
agenda.
- - - - Considering the violent arguments that marked the meeting, 
there may be dissatisfaction with these notes. Please send 
corrections as soon as possible to Allan Beek at the numbers given 
just above.