Clean version [ short, un-annotated version ]
[ The below document compares working drafts A, B, C of proposed Pacifica
bylaws as well as Weisgal's draft out of Houston ]
To: Carol Spooner
Members of the National ByLaws Committee
All Interested Parties
From: Houston Governance and ByLaws Committee
The Houston Governance and ByLaws Committee (the "Committee") has not completed its draft
of the Pacifica ByLaws. Documents are included herewith which represent the work of the
Committee.
1. Outline of the Houston ByLaws with comments on status as necessary.
2. Blacklined version [below] which includes details of all considerations and deliberations and
status of the entire document.
3. Clean version which details all accepted revisions with comments as necessary.
4. The Committee's answers to the Spooner Questions
MEMBERSHIP:
The Committee endorses Spooner's method of inclusion, with the Waiver of Requirements and
voter registration as well as rights of recall and initiating referenda pursuant to major acquisitions
and dispositions (as amended by the Committee for more specificity).
The Committee supports both Spooner and Fertig's models which allow for staff voting and
representation and was unclear as to whether that represented one class or two. The Spooner
language with two classes was adopted. However, Fertig considers the membership to be one
class. That is a technicality the Committee will defer to.
STRUCTURE:
The Committee endorses Fertig's structure for National Board, but did not specifically address
Local Boards. The Committee feels strongly about including staff and affiliate representation.
ELECTIONS and TERMS:
National Board: The Committee did not specify a manner of elections for Directors of the
National Board by LABs, National Office/Archives and Affiliates, and therefore endorsed
Fertig's language.
Local Board: Based upon prior deliberations, the Committee endorses the manner of
Nominations and Elections as described by Spooner including requirement of signatures and
elections by Proportional Representation.
In prior deliberations, the Committee strongly supported staggered 3-Year Terms with two Term
limits for both the National and Local Boards.
The Committee is strongly against Grandfathering and Appointed Seats of any kind except as it
may relate to Ex-Officio positions. However, since the KPFT LAB has already voted in favor of
and agreed that all current LAB members shall stand for election, Grandfathering is no longer an
issue in the Houston elections.
POWER AND AUTHORITY; DUTIES; and COMMITTEES OF THE BOARD:
The Committee endorses Fertig's language and strongly favors a vibrant committee structure
which is open to member participation and exercises transparency in all of its dealings. The
details relating to these Committees should be included in the Operating Guidelines and Policies
to be crafted.
AMENDMENTS:
Based upon prior deliberations, the Committee endorses proposals which require Member
ratification of any changes to the ByLaws and Articles of Incorporation.
The Committee feels strongly that an Article be added dealing specifically with the Crafting and
Amendment of Operating Guidelines and Policies, which would include a Section regarding:
(a) the establishment of a subcommittee with instructions and proposed timelines for crafting
such a document, (b) Proposed Amendments, and (c) Voting and Ratification by both the
National and Local Boards. (The Committee feels strongly about allowing Member participation
in the crafting of such a document, however Member ratification is not required). The Committee
has broadly proposed items to be considered for inclusion into such a document.
NOTE – MINORITY REPORTS:
Individual members of the Committee may submit Minority Reports, which do not carry the
support of the Committee, in an attempt to begin dialog.
CONCLUSION:
The Committee can be proud of its dedicated efforts to the process of restructuring the Pacifica
Foundation, and every member of the Committee is gratefully acknowledged for their
participation.
The Committee encourages ratification of ByLaws at the National Board Meeting in Houston in
September and looks forward to completing elections by year-end.
Thank you.
Debbie Campbell, Vice Chair
Houston Governance and ByLaws Compilation Subcommittee
--------------------------------
Pacifica Foundation
By-Laws
ARTICLE ONE
IDENTITY AND PURPOSE
ROBINSON AND SPOONER
SECTION 1 "NAME":
The name of this Corporation shall be PACIFICA FOUNDATION, and it shall be referred
to in these By-Laws as "The Foundation".
ROBINSON
SECTION 2 "PURPOSE"
The purpose of the Foundation shall be as stated in the Articles of Incorporation.
In order to fulfill the purposes of the corporation as stated in the Articles,
the corporation is composed of a foundation, a national media network and a
collective of semi-autonomous community-based radio stations.
SPOONER
SECTION 2 "PURPOSE"
"PURPOSE": The purpose of The Foundation is as stated in Article II
of the Articles of Incorporation. (vote 9/2/ for)
WEISGAL
SECTION 2 "PURPOSE"
The Purpose of Pacifica" is
(the mission statement). Pacifica is
a national media network and a collective of community-based radio stations.
The activities of Pacifica are to support a community of listeners, volunteers/committee
members, and subscribers.
ROBINSON
SECTION 3 "COLLABORATION"
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 Board 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.
SPOONER
SECTION 3 "COLLABORATION"
The activities of the Foundation are supported by [diverse] communities of listeners,
volunteers, employees and contributors. Because the basis of the Foundation's
governance is democratic, because the foundation [is endeavoring] endeavors
to recruit a staff that is diverse at all levels consistent with national and
local demographics and to maintain a working environment that is free of discrimination,
and because of the primacy of the tradition of volunteerism in the Foundation,
all of the roles and relationships within the Pacifica communities should promote
collaborative processes, where to the greatest extent practicable, all affected
persons are consulted and given an opportunity to be heard, both within the
structure of governance, 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 establishing Foundation
policies, and implemented through detailed written Operating Guidelines and
Procedures stipulating practices by which the Board of Directors exercises its
fiduciary responsibilities and holds management accountable to the communities
it serves. Before implementation, whenever practical,
these Operating Guidelines and Procedures should be reviewed by committees and
Local Boards in all five-signal areas
[NOTE: Revisit this section after decision on structure. Establish a process
to create AND AMEND Operating
Guidelines and Procedures]
WEISGAL
SECTION 3 "COLLABORATION"
The basis of Pacifica's governance is democratic. Because of the tradition of
volunteerism in Pacifica, all of the roles and relationships within the network
should promote collaborative processes, where to the greatest extent practical,
all affected persons are consulted and given an opportunity to be heard both
within the structure of governance and in the management of the network. Standing
Rules and policies developed by committees at the local level which shall be
reviewed by Local Boards and approved by the Pacifica Board, shall augment these
bylaws. The Pacifica Board shall also approve Operating Guidelines and Procedures.
Whenever practical, these Operating Guidelines and Procedures should be reviewed
by committees and Local
Boards in all five-signal areas
[NOTE: CONSOLIDATION COMMITTEE
1. Instead of "Collaboration", use "Cooperative Relationships/Alliances"
in later parts of bylaws]
[Diallo will write text on collaborative relationships]
SECTION 4 (PROPOSED): ## Business and Economic
Development
[Abati will provide draft language]
SECTION 5 (PROPOSED): ## Fund Raising and
Funds
[Greg Gieselman will provide draft language]
CONSOLIDATION COMMITTEE
(Section 4 "Fiduciary responsibilities":)
The Pacifica Board, in an oversight capacity, is responsible for the financial
well being of Pacifica and holds management accountable to the communities it
serves.
ARTICLE TWO
OFFICES OF THE FOUNDATION
ROBINSON
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 may from time to time designate.
SPOONER
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. (Vote
10/2)
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.
WEISGAL
Section 1 "Principal Office":
The principal office of Pacifica shall be located in the County of Alameda,
State of California
Section 2 "Other Offices": Pacifica shall
also have offices at such other places within or without the state of California
as the Pacifica Board may designate
## Proposed New Article - Code of Ethics
ARTICLE THREE
MEMBERS OF THE FOUNDATION
ROBINSON
SECTION 1 "DEFINED":
There shall be only one class of members. Any member of a station signal area
is a member of The Foundation. [Deleted
by vote of 10/0]
SPOONER
SECTION 1 "DEFINED":
There shall be two classes of members: (A) "Listener- Sponsor Members",
and (B) "Staff Members".
(A) "Listener-Sponsor Members" shall be any natural person who within
the preceding 12 months: (1) has contributed a minimum $25 donation to any Pacifica
radio station, or such minimum amount as the Board of Directors may from time
to time decide but not to exceed ten (10) times the
Federal minimum hourly wage, or has volunteered a minimum of 3 hours'
work to any Pacifica radio station, and (2) has returned a signed membership
registration card stating that he or she has read and supports the purposes
of the Pacifica Foundation. The registration card shall have printed on it the
purposes of the Pacifica Foundation and shall be mailed to persons eligible
for listener-sponsor membership upon receipt of the minimum donation or volunteer
hours worked or mailed at the same time as the ballots for the first election
following adoption of these bylaws; (B "Staff Members" shall be any
non-management permanent paid employee of a Pacifica radio station or any unpaid
staff member or volunteer who: (1) has worked for any Pacifica radio station
at least [9] 5 hours per week in the preceding [3] 6 months,
and (2) has returned a signed membership registration card stating that he or
she has read and supports the purposes of the Pacifica Foundation. The registration
card shall have printed on it the purposes of the Pacifica Foundation and shall
be delivered by hand or mailed to persons eligible for staff membership upon
completion of the required number of hours' work.; (C Membership shall be determined
by radio station area, and each Pacifica Foundation radio station shall maintain
a register of its Listener-Sponsor Members and Staff Members. In the event that
a person qualifies for membership in more than one radio station area, he or
she shall be entitled to only one membership and shall notify the Foundation
of which radio station area s/he wishes to be a member. In the event that a
person qualifies both as a Listener- Sponsor Member and as a Staff Member, such
person shall be deemed to be a Staff Member. (D Waiver of Requirements. A Local
Station Board may choose to waive the gift requirement for Listener-Sponsor
Membership for reasons of financial hardship for anyone who, due to incarceration
or disability, cannot volunteer their time. (Approved
by vote 8/0/1)
WEISGAL
Section 1 "Defined":
There shall be two classes of Members: (A) Listener-Sponsor Members, and (B)
Staff Members.
A. "Listener-Sponsor Members" shall be any person Who Within the preceding
12 months has contributed at least $25 to Pacifica or any of its affiliates,
or has volunteered at least three hours work to any Pacifica radio station,
and Has signed and returned a document stating that they support the purposes
of Pacifica: i.e.: the Mission Statement. This document shall be mailed or given
to persons requesting it as well as all those persons who are eligible for Listener-Sponsor
membership upon receipt of the minimum donation or completion of the minimum
number of volunteer hours worked. B. "Staff Members" shall be any
non-management paid employee
who Has worked in a paid capacity or been an "on-the air" personality
or producer
for a Pacifica station for at least nine hours in the preceding three months
and has signed and returned a document stating that they support the purposes
of Pacifica C. Membership shall be determined by radio station area, and each
Pacifica station shall maintain a register of its Members. In the event that
a person qualifies for membership in more than one radio station area, they
shall be entitled to only one membership and shall notify Pacifica of which
station they wish to be a Member. In the event that an individual qualifies
as both a Listener-Sponsor and a Staff Member, that person shall be deemed to
be a Staff Member A Local Board may choose to waive the financial or volunteer
time requirement for anyone who, due to incarceration or disability, is unable
to fulfill this
requirement
SECTION TWO
ROBINSON
SECTION 2 (SECTION 3 "RIGHTS"):
Voting rights: Members have the right to elect Directors of the Foundation and
members of the local advisory boards. Each member may exercise his or her voting
rights in one, and only one, signal area. Other rights: (Removed by vote of 9/0)
SPOONER
SECTION 2 "RIGHTS":
(A Election of Directors. (1)The Listener-Sponsor Members for each station area
shall have the right to elect twelve Directors
who shall sit on the Local Station Board committee of the Board of Directors
for their station area. (2) The Staff Members for each station area shall have
the right to elect six Directors to sit
on the Local Station Board committee of the Board of Directors for their station
area. [NOTE: State specific number of directors in
Article 4, Section 4 or Section 3] (B Amendment of Bylaws. Any amendment
of the Foundation bylaws that materially adversely affects the rights of the
members, or any class of members, shall require the vote of approval of the
members, or class of members, as applicable, in order to be effective. (C Amendment
of Articles of Incorporation. Any amendment to the Foundation Articles of Incorporation
shall require the vote of approval of the Members. (D)The Members of a radio
station area shall have the right to recall any Director elected by them. (E)
The Members of the Foundation shall have the right to approve or reject the
acquisition or disposition of major Foundation assets, for example buildings
or radio licenses. (E) A petition signed
by a number not less than 2.5% of voters in the last national elections shall
initiate a national referendum to reject the acquisition or disposition of assets,
including intellectual property rights, whose determined value is $500,000 or
greater. (Approved by a vote of 12/2) (F) Serve on Committees:
Listener-Sponsors and Staff Members for each station shall have the right to
serve and vote on committees of the station. ( Approbed by vote of 12/0)
WEISGAL
Section 2 "Rights
Serve on Committees Listener-Sponsors and Staff Members for each station shall
have the right to serve and vote on committees of the station Vote Listener-Sponsors
and Staff Members shall 1. Have the right to vote in their respective categories
for members of the Local Boards.
2. They shall also have the right to vote in all referendums designed to amend
the bylaws.
3. They may initiate and participate in a vote to recall any member of the Pacifica
Board elected by them.
SECTION THREE
ROBINSON
SECTION 3 (FROM ARTICLE 5: SECTION 4 "QUORUM"):
A quorum at any meeting of the Board of Directors shall consist of one-half-plus-one
of the duly elected Directors. Directors may be physically present at the meeting,
or may participate by telephone or similar electronic means.
SPOONER
SECTION 3 QUORUM":
A quorum of the Listener-Sponsor Members shall be 10% of those entitled to vote
as of the applicable date of record. A quorum of the Staff members shall be
one-third (1/3) of those entitled to vote as of the applicable date of record.
(5/7 vote to remove this section, section remains) (Section
accepted 11/0)
WIESGAL
SECTION 3 (From ARTICLE 5: Section 4: "Quorum)
A quorum at any meeting of the Pacifica Board or Local Board shall be 50% plus
one of the elected officers. In lieu of a quorum, the Chair may, with at least
25% of the officers in attendance, take and give reports so long as a written
or taped record is available. No other business other than establishing the
date of the next meeting
may be conducted
SECTION 4
ROBINSON None
SPOONER
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. (Approved by a vote of 10/0)
WIESGAL
SECTION 4 (Section 3 "Registration"):
A. Deadlines 1In order to run, initiate a referendum, or vote in any election,
a Listener-Sponsor or Staff Member must currently be a Member and have been
so in their category for the immediately preceding 45 days. Denial of Such Alternates,
a proxy or the like, may exercise no action in any capacity.
SECTION 5
ROBINSON
SECTION 5 (SECTION 7 "PROXIES"):
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.
SPOONER
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. (Approved
by vote 10/0)
WIESGAL
SECTION 4 "PROXIES":
Denial of Such Alternates, a proxy or the like, may exercise no action in any
capacity
ARTICLE FOUR
DIRECTORS OF THE FOUNDATION
[NOTE: Put somewhere in bylaws discussion of means
to prevent voting by members in multiple signal areas (suggested by C. McWaters)]
ROBINSON
SECTION 1 "FOUNDATION BOARD OF DIRECTORS - MEMBERSHIP ELIBILITY, NUMBER,
POWERS AND DUTIES":
ROBINSON
A: DEFINE:
Members of the Foundation Board of Directors shall be individuals who have been
elected to the Board of Directors, as hereinafter provided, and are serving
as such. (Approved 9/1)
, and who support Article II in the 1946 Articles of
Incorporation
B: ELIGIBILITY:
Eligibility: Any member of the Foundation who is not
an officer , agent, or employee of the Foundation is eligible to
be a Ddirector
of the Foundation. (Approved by 10/0)
C: NUMBER:
The Board of Directors shall consist of two Directors representing each signal
area, and additional at large members not exceeding 50% of the number of elected
Directors.
NUMBER:
The Board of Directors shall consist of the following, totaling twenty-two members:
- a. Fifteen (15) members elected by and from LABS,
three (3) from each LAB;
b. Six (6) members elected by staff: one (1) elected from each station, and
one (1) elected from the combined staff of the Pacifica Archives and National
Office;
c. One (1) member elected by Pacifica AffiliateD RADIO STATIONS, in a manner
which is not in conflict with the eligibility, election and diversity guidelines
stated herein.
D: LAB: ARTICLE 10, SECTION 2: SECTION 2 "COMPOSITION":
Each Local Advisory Board shall be comprised of not more than 35 persons nominated
from and elected by Foundation members distributed among the radio station signal
areas, including persons nominated from the radio station volunteer programmers;
and persons nominated from the radio station paid programmers and staff.
E: EX OFFICIO DIRECTORS: NONE
EX OFFICIO DIRECTORS:
Ex officio directors: Ppacifica's
executive director, the director of the Ppacifica
foundation archives, the chairs of the local boards and the managers of the
pacifica stations shall be ex officio non-voting members of the Ppacifica
board. Other ex officio non-voting members of the board of directors may be
appointed by a 2/3rds vote of the directors.
F: POWER AND AUTHORITY:
Power and Authority: The board is authorized to exercise any and all corporate
powers of the Pacifica Foundation, particularly those regarding personnel management,
allocation of resources, budgeting and financial management, contracting, management
of Foundation assets, strategic planning and fundraising and development, programming,
technical and technological development and compliance with federal and other
broadcast rules and regulations.
F: POWER AND AUTHORITY:
Power and Authority: SUBJECT TO ANY LIMITATIONS IN THE ARTICLES OF INCORPORATION
AND BYLAWS, The board is authorized to exercise any and all corporate powers
of the Pacifica Foundation, particularly those regarding personnel management,
allocation of resources, budgeting and financial management, contracting, management
of Foundation assets, strategic planning and fundraising and development, programming,
technical and technological development and compliance with federal and other
broadcast rules and regulations.
G: DUTIES:
Duties: The ongoing duties of the Board involve:: compliance with the purposes
found in the Foundation's Articles of Incorporation; compliance with corporate
responsibilities and state and federal law; ensuring that routine communication
with listeners occurs at all levels of governance; supervision and operation
of Foundation personnel authority for officers, agents and employees of the
corporation; maintenance of a regular schedule of meetings and execution of
Foundation business decisions as required by the exercise of Board powers and
authority, as above.
H: FIDUCIARY RESPONSIBILITY: NONE
I: CODE OF ETHICS: NONE
SECTION 2 - TERMS:
(SECTION 3 "LIMITATION OF TERMS"): After having served as a Director
for two consecutive three year terms, such person shall not be eligible for
further service as a Director until one year has elapsed after the termination
of such second consecutive three year term.
LAB TERMS: ARTICLE 10, SECTION 4 "TERMS":
Local Advisory Board members may serve a maximum of two consecutive three-year
terms.
SECTION 2 - TERMS:
The term of a Director shall be three (3) years. A director may serve two (2)
consecutive three-year terms. One third of the directors shall be elected each
year. 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. (10)
SECTION 3 - NOMINATION OF DIRECTORS:
(SECTION 2 "ELECTION OF DIRECTORS"): In order to be elected, a Director
must be nominated and receive the vote of a majority of the station members
which s/he represents, unless such Director is classified as an "at large"
Director, in which event s/he must be elected be a 2/3 vote of the Board of
Directors of the Foundation. Such voting is to be conducted by secret ballot,
subject to approval of FCC council, or FCC. Having successfully conducted democratic
elections in all signal areas, the Board shall promulgate nationwide rules and
regulations to assure uniform, fair and effective election processes for all
stations and signal areas. Officers of the Foundation - say a Chief Financial
Officer - as opposed to an Officer of the Board.
SECTION 4 - ELECTION OF DIRECTORS:
(SECTION 2 "ELECTION OF DIRECTORS"): In order to be elected, a Director
must be nominated and receive the vote of a majority of the station members
which s/he represents, unless such Director is classified as an "at large"
Director, in which event s/he must be elected be a 2/3 vote of the Board of
Directors of the Foundation. Such voting is to be conducted by secret ballot,
subject to approval of FCC council, or FCC. Having successfully conducted democratic
elections in all signal areas, the Board shall promulgate nationwide rules and
regulations to assure uniform, fair and effective election processes for all
stations and signal areas. Officers of the Foundation - say a Chief Financial
Officer - as opposed to an Officer of the Board.
LAB: ARTICLE 10 SECTION FIVE SECTION 5 "ELECTIONS":
Local Advisory Board Foundation member representatives shall be nominated and
elected using the same procedures followed for nomination and election of the
signal area's representatives on The Foundation Board of Directors. Local Advisory
Board and Foundation Board of Directors elections may be conducted simultaneously,
so long as nominees for the Board and Local Advisory Board are clearly differentiated.
FERTIG
ELECTION OF DIRECTORS:
IN In
order to be elected, a Director must be a member of,
and be nominated and receive the vote of the qualified voting members of, their
respective electing entity. Each electing entity, whether LAB, station staff,
national staff or combined affiliates, may determine the methodology and electoral
scheme for SAID designation of representative(s) to the national board, except
as provided herein, and except that said duty to elect may not be delegated,
and provided that the National Board may, as an amendment to these bylaws, modify
any methodology and electoral scheme for said designation of representative(s)
to the national board. [4]
ROBINSON
SECTION 5 - DIVERSITY GOALS: None
SPOONER
SECTION 5 - DIVERSITY GOALS:
It is the goal of the Foundation that a minimum of 50% of the Directors shall
be racial/ethnic minorities and a minimum of 50% of the Directors shall be women.
To that end, in any election of directors, 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 Director who does not receive at least one-half 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 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 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. 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 vote-getter 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.
WEISGAL
SECTION 5 - DIVERSITY GOALS:
(Comes from ARTICLE 4) Election of Listener-Sponsor Directors": A. The
Election Committee shall conduct the election. This committee shall have eight
or more Members. It shall be open to any Member of the Local Station in which
this election is taking place. The Election Committee shall recommend to the
Local and National Board policies and procedures for the
conducting of elections. The Election Committee shall be comprised of four subcommittees.
Candidate Applications: Members of this subcommittee shall recruit and accept
applications of all candidates for seats on the Local Board, prepare ballots
and bring the names of the candidates to the attention of the entire committee.
At least 33% of the candidates running should be women; the same goal applies
to people of color.
2. If, in the opinion of the outgoing Pacifica Board,
a good faith effort is not demonstrated regarding this effort at diversity,
they may assign staff or a Pacifica Board member to this outreach effort
3. If, after the election is completed, there is evidence
that the effort was hollow, the newly seated Pacifica Board may vacate (immediately)
one Local Board's voting seats on the National Board and order a new election
for said Local Board and its National Board members. This process shall be monitored
by a committee selected by the National Board.
a. If more that one Local Board's election effort at diversity is considered
hollow, subsequent new elections nay be mandated
b. No more than one Local Board can be suspended at a time
c. The most egregious, by a vote of the National Board, will be sanctioned
FERTIG
DIVERSITY GOALS: NONE
DIVERSITY GOALS:
To ensure diversity of the Board, the delegation from
each station LAB shall include at least one woman and at least one racial/ethnic
minority which may be one and the same person. (Approved by vote of 6/2/4)
DIALLO
DIVERSITY GOALS:
There shall be established within each of the Pacifica
signal areas a subcommittee of the National Board to monitor under representation
of communities. These Committees of Inclusion shall consist of members drawn
in part from the under represented communities the Committees of Inclusion are
intended to serve. The Committees of Inclusion will (a) identify the communities
in their signal area to be monitored, (b) identify criteria for determining
what constitutes under-representation in both station programming and staffing,
(including LAB and National Board members as well as unpaid staff, i.e. volunteers,
committee members, programmers, etc.) and (3) make quarterly reports on the
status of represented and under-represented groups to the PNB and the LAB.
LABs and Station managers will be expected to consider
these identified under-represented communities in their future decisions about
committee composition, staffing and programming. All station managers and LAB
Chairs will report to the PNB. These Committees of Inclusion will report to
the LAB at least quarterly on the status of represented and under-represented
groups in their signal areas. The PNB shall query and monitor station managers
and LAB Chairs on their plans for addressing any concerns expressed by the Committees
of Inclusion of these under represented communities and what steps are being
considered fairly to address committee concerns.
Where necessary and with due notice, the LAB and PNB
will suggest and/or direct station managers to implement specific changes to
reduce or eliminate this inequity of under represented communities.
(Objection failed 5/5/0) (Approved 7/4)
SECTION 6 - SEATING OF DIRECTORS: None
SECTION 6 - SEATING OF DIRECTORS
Newly elected directors shall be seated at the first regularly scheduled meeting
of the foundation's board of directors following their election.
SECTION 7 - REMOVAL OF DIRECTORS:
FROM ARTICLE 4, SECTION 4 "REMOVAL OF A DIRECTOR": Any Director may
be removed by the Board of Directors at a regular or special meeting by a two-
thirds vote of all of the members of the Board of Directors, provided that the
grounds for such removal are submitted with the notice of said meeting and,
provided further, that the said Director shall have a reasonable opportunity
at said meeting to protest his/her removal. Still considering efficacy of providing
for removals without cause.
SECTION 7 - REMOVAL OF DIRECTOR
By the Electing Body: Any Director may be removed by a two-thirds vote
of that specific body (the particular LAB, Staffs, or Pacifica Affiliates) which
elected him or her to the Board. Such a Director recall may only occur with
the equivalent amount of notice said electing body requires for any regularly
scheduled meeting of said body. The grounds for such removal must be submitted
with the notice of said meeting and said Director shall have a reasonable opportunity
at said meeting to object to and argue his or her recaLl.
BY LISTENER SPONSORS: IN THE CASE THAT THE
LISTENER-SPONSOR MEMBERS RECALL ANY LAB MEMBER WHO IS ALSO SEATED ON THE BOARD
OF DIRECTORS OF THE FOUNDATION, THIS SHALL HAVE THE EFFECT OF RECALLING THE
DIRECTOR FROM THE NATIONAL BOARD OF DIRECTORS.
By the Board of Directors: Any Director may
be removed by the Board of Directors at a properly called and notice regular
or special meeting by a two-thirds vote of all of the members of the Board of
Directors, provided that the groUnds for such removal are submitted with the
notice of said meeting and, provided further, that the said Director shall have
a reasonable opportunity at said meeting to object to and argue his/her removal.
[6]
SECTION 8 - VACANCY: NONE
SECTION 8 - VACANCY:
If a Directors' seat becomes vacant by reason of death, resignation, or removal,
the seat shall be filled for the remainder of the term by appointment of the
ELECTING ENTITY for that station area of the next person in order from the last
previous election of Directors for that area who is willing to serve and who
meets the diversity goals. If no such person exists, then the ELECTING ENTITY
may fill the vacancy with any eligible Member, by majority vote.
SECTION 9 - COMPENSATION: NONE
SECTION 9 - COMPENSATION:
Directors shall serve without compensation except that they shall be allowed
reasonable advancement or reimbursement of APPROVED expenses incurred in the
performance of their regular duties.
ROBINSON
SECTION 10 - RESTRICTION REGARDING INTERESTED DIRECTORS
SPOONER
SECTION 10 - RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine
percent (49%) of the persons serving on the board may be interested persons.
(B) For purposes of this Section, "interested persons" means either:
(1) Any person currently being compensated by the Foundation for services rendered
it within the previous twelve (12) months, whether as a full- or part-time officer
or other employee, independent contractor, or otherwise; or Any brother, sister,
ancestor, descendant, spouse, brother-in- law, sister-in-law, son-in-law, daughter-in-law,
mother-in-law, or father-in-law of any such person.
WEISGAL
SECTION 10 - RESTRICTION REGARDING INTERESTED DIRECTORS
(ARTICLE 4, SECTION 1C.) Conflicts of interest: Directors must abstain on any
matter that might appear to be a conflict of interest. Violation of this clause
is grounds for impeachment
FERTIG
RESTRICTION REGARDING INTERESTED DIRECTORS - NONE
SPOONER
DEFINED:
The Directors of the Foundation shall be Members of the Foundation who have
been elected to the office of Director by the Members of the local station areas.
ELIGIBILITY:
Any Member of the Pacifica Foundation is eligible to be elected a Director except
that no person who holds any political or governmental elective or appointive
office at any level of government - federal, state or local - or is a candidate
for such office, or who has held such office within 3 years, shall be eligible
for election to the office of Director of the Pacifica Foundation. A Director
must immediately resign the office of Director if s/he becomes a political candidate
or receives a political appointment during his or her term as a Director. This
restriction shall not apply to civil service employment by governmental agencies.
NUMBER:
The Pacifica Foundation shall have ninety (90) Directors.
EX OFFICIO DIRECTORS:
D. Ex Officio Directors: The Foundation Executive Director, the Director of
the Pacifica Foundation Archives, the Pacifica Ombudsman, and a Recording Secretary
or Chief Financial Officer (if either or both are appointed) shall be ex officio
non-voting members of the Board of Directors.
POWER AND AUTHORITY:
E. Power and Authority: Subject to the provisions of the California Nonprofit
Public Benefit Corporation law and any limitations in the Articles of Incorporation
and Bylaws relating to action required or permitted to be taken or approved
by the members, if any, of this corporation, the activities and affairs of this
corporation shall be conducted and all corporate powers shall be exercised by
or under the direction of the Board of Directors.
DUTIES:
F. Duties: The ongoing duties of the Board are to: ensure compliance with the
purposes of the Foundation as set forth in the Articles of Incorporation; (2)
ensure compliance with corporate responsibilities and state and federal law;
(3) ensure regular communication with the Members at all levels of governance;
(4) appoint, supervise and remove employ and discharge, the Executive Director
of the Foundation; (5) meet at such regular times and places as required by
these Bylaws and to meet at such other times as may be necessary in order to
carry out the duties of Directors; (6) register their addresses, telephone numbers,
and email addresses with the Secretary of the Foundation. Notices of meetings
mailed, transmitted by telecopier facsimile, or emailed to them at such addresses
shall be valid notices thereof; and (7) ensure the execution of Foundation business
decisions as required by the exercise of Board powers and authority as above.
(8) ensure that the staff of the Foundation, including its managerial staff,
at the national and local levels is diverse consistent with national and regional
demographics respectively and that an atmosphere is maintained at all levels
that is free of discrimination.
FIDUCIARY RESPONSIBILITY: NONE
CODE OF ETHICS: NONE
SECTION 2 - TERMS:
The term of a Director shall be three (3) years. A director may serve two (2)
consecutive three-year terms. One third of the directors shall be elected each
year. 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:
Nominations for the office of Director shall open on September 1st of each year
and close on November 1st. Nomination papers shall be delivered to an independent
elections coordinator, who shall not hold any elective Foundation office and
who shall not be an employee of the Foundation and who shall be chosen by each
Local Station Board, by majority vote, to oversee and certify the fairness of
the elections and conformity with these bylaws. Nomination papers shall consist
of the required number of signatures on a form to be provided by the election
coordinator, a statement of whether the candidate is running for election as
a Listener-Sponsor Member or a Staff Member, and a statement up to 500 words
in length by the candidate which shall be mailed to the voting members. The
candidate shall also indicate his/her gender, and racial or ethnic heritage,
i.e., European, African, Latin American, Native American, Asian, Pacific Islander,
Arab, or shall declines to state. Any eligible Listener-Sponsor Member may be
nominated for the office of Director by the signatures of twenty (20) Listener-Sponsor
Members in good standing. Any eligible Staff Member may be nominated for the
office of Director by the signatures of two (2) Staff Members in good standing..
SECTION 4 - ELECTION OF DIRECTORS:
(A) Listener-Sponsor Directors shall be elected by the Listener-Sponsor Members
of each radio station area by mail ballot. Each member shall have one vote,
and the top vote four (4) vote-getters shall be elected each year, subject to
the diversity criteria specified below. The Proportional Representation "Single
Transferrable Voting Method" is authorized and [may] shall be utilized,
if approved by majority vote of the Local Station Board. There shall be a 30-day
period for return of ballots after mailing, and the ballots shall be counted
and the election results certified by the Elections Coordinator not later than
December 29th of each year. (B) Staff Directors shall be elected by the Staff
Members of each radio station area by mail ballot, and the top two (2) vote-getters
shall be elected each year, subject to the diversity criteria specified below.
The Proportional Representation "Single Transferrable Voting Method"
is authorized and may be utilized [, if approved by majority vote of the Local
Station Board]. There shall be a 30-day period for return of ballots after mailing,
and the ballots shall be counted and the election results certified by the Elections
Coordinator not later than December 29th of each year.; For the first implementation,
the top 1/3rd vote-getters shall be elected for 3- year terms, the next 1/3rd
shall be elected for 2-year terms, and the next 1/3rd shall be elected for 1-year
terms. For the first implementation of these bylaws, nominations shall open
immediately upon ratification of the bylaws and shall be open for 45 days thereafter.
For the first implementation of these bylaws, the top twelve vote-getters shall
be elected, subject to the diversity criteria. For the first implementation
of these bylaws, the top six vote-getters shall be elected, subject to the diversity
criteria.
SECTION 5 - DIVERSITY GOALS:
It is the goal of the Foundation that a minimum of 50% of the Directors shall
be racial/ethnic minorities and a minimum of 50% of the Directors shall be women.
To that end, in any election of directors, 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 Director who does not receive at least one-half 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 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 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. 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 vote-getter 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.
SECTION 6 - SEATING OF DIRECTORS:
The Directors shall be seated at the first meeting of their respective Local
Station Boards to be held in January each year.
SECTION 7 - REMOVAL OF DIRECTORS:
Any Director may be removed by the Board of Directors at a regular or special
meeting by a three-fifths (3/5) vote of all of the members of the Board of Directors,
provided that the grounds for such removal are submitted with the notice of
said meeting and, provided further, that the said Director shall have a reasonable
opportunity at said meeting to protest his/her removal. Upon the petition of
fifty (50) of the Members of the Radio Station area that elected a Director,
the Director may be removed by 2/3 ?a majority vote of the Members voting in
a recall election subject to the 10% quorum requirement.. If recall procedures
have not been established by the Board of Directors, then the Local Station
Board Committee for that station area shall determine the recall procedures
within thirty(30) days of the submission of a recall petition. Any Director
may be removed automatically for unexcused absences as set forth in Article
Five.
SECTION 8 - VACANCY:
If a Directors' seat becomes vacant by reason of death, resignation, or removal,
the seat shall be filled for the remainder of the term by appointment of the
Local Station Board Committee for that station area of the next person in order
from the last previous election of Directors for that area who is willing to
serve and who meets the diversity goals. If no such person exists, then the
Local Station Board may fill the vacancy with any eligible Member, by majority
vote.
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
Notwithstanding any other provision of these Bylaws, not more than forty-nine
percent (49%) of the persons serving on the board may be interested persons.
(B) For purposes of this Section, "interested persons" means either:
(1) Any person currently being compensated by the Foundation for services rendered
it within the previous twelve (12) months, whether as a full- or part-time officer
or other employee, independent contractor, or otherwise; or Any brother, sister,
ancestor, descendant, spouse, brother-in- law, sister-in-law, son-in-law, daughter-in-law,
mother-in-law, or father-in-law of any such person.
WIESGAL
DEFINE:
Board of Directors Membership Eligibility, Process of Election, Numbers, Powers
and Duties":
A. Defined: The Directors of Pacifica (National Board) shall be Members of Pacifica,
subscribing to the Mission
ELIGIBILITY:
Any Member of Pacifica is eligible to be elected a Director except no person
employed by Pacifica, receiving remuneration beyond actual costs, shall be allowed
to serve. Also, individuals serving on the board of any other radio network
shall be ineligible for service
in this capacity.
NUMBER:
Pacifica shall have 15 Directors; 3 per signal area. The first from each signal
area shall be elected by virtue of receiving the greatest number of votes in
the Listener-Sponsor election for the Local Board. The second shall be the President
of each Local Board. The Local Board shall elect the third. Should the person
receiving the greatest number of votes in the Listener-Sponsor election choose
not to serve in this capacity, the next highest vote recipient in said election
accepting this assignment would take office. Once in office they would be entitled
to the full rights and may not be replaced by a person who previously declined
the
position.
EX OFFICIO DIRECTORS:
Ex Officio Directors: The immediate Past President, Pacifica's Executive Director,
the Director of the Pacifica Foundation Archives and the Managers of the Pacifica
Stations shall be ex officio non-voting members of the Pacifica Board. Other
ex officio non-voting officers (not exceeding 5) may be appointed by a 2/3 vote
of the Directors.
POWER AND AUTHORITY:
Power and Authority: Subject to the provision of the California Nonprofit Public
Benefit Corporation law and any limitations in the Articles of Incorporation
and Bylaws relating to action required or permitted to be taken or approved
by the Members, if any, of this Corporation, the activities and affairs of this
Corporation shall be conducted and all Corporate Powers shall be exercised by
or under the direction of the Pacifica Board.
DUTIES:
The ongoing duties of the Pacifica Board are to 1. Establish Pacifica Board
committees comprised of Pacifica Board members to expedite work and to bring
forth prepared proposals for consideration. 2. Enact policies of Pacifica based
on recommendations by a Committees of Local Boards and then
b. By the Local Boards. Note: recommendations must come from at least one Local
Board. All
approved recommendations must be communicated by Local Board Recording Secretaries
to the Pacifica Board via the Executive Director within two weeks of approval
and then shared with all other Local Boards Establish, by a 2/3 vote of the
Pacifica Board, temporary policies in extraordinary situations. Said policies
shall not remain in effect longer than six
months without proper/normal ratification. font face "" size
Assure compliance with the purposes of Pacifica. "" size Ensure
regular communication with Members of Pacifica. "" size Oversee
the duties of the Executive Director including announcing the availability of
the position, interviewing, selecting, supervising, evaluating and if necessary
removing the Executive Director.
" Schedule and hold regular public meetings. "" Register their
addresses, telephone numbers, email addresses and web sites with the Secretary
of Pacifica. "" Attend Board of Directors' meetings based on notification
by voice, mail, email, or fax. "" Ensure the execution of Pacifica
business decisions as required by the exercise of Pacifica Board powers and
authority, as above. "" font>Exercise any and all corporate powers
of the Pacifica Foundation with regard to the Pacifica Archives, National Programming,
the Pacifica Affiliate system, and other national initiatives of the Pacifica
Foundation particularly those regarding personnel management, allocation of
resources, budgeting and financial management, contracting, management of Foundation
assets, planning, fundraising and development, programming, technical and technological
development and compliance with federal and
other broadcast rules and regulations.
FIDUCIARY RESPONSIBILITY:
Section 4 "Fiduciary responsibilities": The Pacifica Board, in an
oversight capacity, is responsible for the financial well being of Pacifica
and holds management accountable to the communities it
serves.
CODE OF ETHICS:
CONFLICTS OF INTEREST: Directors must abstain on any matter that
might appear to be a conflict of interest. Violation of this clause is grounds
for impeachment.
SECTION 2 - TERMS:
"Terms": The term of a
Director shall be two years. A Director may be elected to two consecutive two-year
terms. One-half of the Directors shall be elected each year. 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 elected two-year term.
SECTION 3 - NOMINATION OF DIRECTORS:
A. Nomination for the office of Local Board member and Director of the National
Board shall
open and close one month apart.
B. Nomination papers shall be delivered to a member of the Elections Committee
of a
Local Board. 1. Candidates shall indicate their name, gender, and ethnicity,
and provide a statement addressing their candidacy of up to 500 words. "
information shall be provided in printed and/or electronic form to all eligible
voters. Said Elections Committee member must be certified by the Local Board
and is responsible for providing the candidate or their designate with a written
receipt of nominations papers. One meeting of the Elections Committee shall
be held within the Local Board meeting at a time that signifies the deadline
for submitting applications. The sole purpose for this meeting, lasting no more
than 10 minutes, is to announce and close nominations. Write-in votes for candidates
failing to meet said deadline but
fulfilling all other requirements is permissible. Arial, Helvetica" Any
candidate running for a seat on the Local Board as a Listener-Sponsor must have
the signatures of 20 Members in good standing to be nominated. " In order
to procure said signatures candidates may " Purchase (at cost) a roster
or partial roster of Listener-Sponsor Members. Any use of said roster for purposes
other than securing signatures for a place on the ballot are grounds for disqualification
by the Election Committee as
well as criminal charges. " Attend a meeting of Members where candidates
will be able to announce their intention to run and to obtain signatures. Said
meeting will take place 30-45 days prior to 3A above and be coordinated by the
Election Committee. Arial, Helvetica" Any eligible Staff Member may be
nominated for the office of Director by the
signatures of two Staff Members (not including themselves) in good standing.
SECTION 4 - ELECTION OF DIRECTORS:
The Election Committee shall conduct the election. This committee shall have
eight or more Members. It shall be open to any Member of the Local Station in
which this election is taking place. The Election Committee shall recommend
to the Local and National Board policies and procedures for the conducting of
elections. The Election Committee shall be comprised of four subcommittees Candidate
Applications: Members of this subcommittee shall recruit and accept applications
of all candidates for seats on the Local Board, prepare ballots and bring the
names of the candidates to the attention of the entire committee. At least 33%
of the candidates running should be women; the same goal applies to people of
color. 2. If, in the opinion of the outgoing Pacifica Board, a good faith effort
is not demonstrated regarding this effort at diversity, they may assign staff
or a Pacifica Board member to this outreach effort. " If, after the election
is completed, there is evidence that the effort was hollow, the newly seated
Pacifica Board may vacate (immediately) one Local Board's voting seats on the
National Board and order a new election for said Local Board and its National
Board members. This process shall be monitored by a committee selected by the
National Board " If more that one Local Board's election effort at diversity
is considered hollow, subsequent new elections nay be mandated. " No more
than one Local Board can be suspended at a time " The most egregious, by
a vote of the National Board, will be sanctioned first. " Campaigning:
This subcommittee shall be charged with the responsibility of making sure that
each candidate has a fair chance to be seen, read and heard by voters. Each
local Pacifica station shall provide airtime for the candidate's views. This
time must be equal for all candidates and shall be not less than 5 minutes per
candidate and aired at least during weekday morning and afternoon drive time.
A voters guide shall be published and distributed by mail by this committee
to all potential voters. The Pacifica Board shall allocate funds for this purpose.
" Voting: This subcommittee shall oversee the voting and make sure that
only qualified voters participate, monitor the polls in whatever form has been
authorized: mail-in ballots, email, in person, etc. a. An instant run-off system
shall be used. Example: If there are 25 seats to be filled: Voters shall rank
their choices; the first choice getting 25 votes, the second choice 24 votes,
the third 23, etc. The person with the highest votes wins. Voters may choose
to vote for up to and including the number of seats being filled. " Counting:
This subcommittee shall conduct the counting of the ballots and announce the
results of the election no later than December 15. Uninterested parties who
are Members may be recruited to assist in the process of counting the ballots.
A ballot with more votes than seats to be filled may be ruled invalid by a majority
vote of this subcommittee. " Any candidate may witness the counting. "
Any candidate has the right to send a designate to witness this process "
Any disruption in the counting is grounds for removal from this process by a
2/3 vote of the persons participating in the counting. " One or more CPAs
may be hired to oversee this process. " Any member of the Election Committee
may belong to subcommittee #1. Members of subcommittees 2, 3 and 4 may only
serve on one of these subcommittees.
No candidate or member of their immediate family may
serve on any of these
committees." Actions potentially contrary to a fair election shall be brought
before the Local
Board. Any person on that Board running for election, or actively campaigning
for a candidate, must recuse themselves from voting on such action. The Local
Board must certify all elections as final by December 22. " Any final appeals
must be brought before the National Board (in a special conference call meeting)
by December 29 when all elections must be final Arial, Helvetica" Section
4B: "Election of Staff Member Directors Non-paid members of the staff will
comprise seats on the Local Board. With or without the assistance of the Election
Committee, Staff Members will font " Conduct elections following guidelines
4A, 1-8." Only non-paid Staff Members who are subscribers to the Pacifica
Mission may vote in this election
SECTION 5 - DIVERSITY GOALS:
(Comes from ARTICLE 4) Election of Listener-Sponsor Directors": A. The
Election Committee shall conduct the election. This committee shall have eight
or more Members. It shall be open to any Member of the Local Station in which
this election is taking place. The Election Committee shall recommend to the
Local and National Board policies and procedures for the
conducting of elections. The Election Committee shall be comprised of four subcommittees.
Candidate Applications: Members of this subcommittee shall recruit and accept
applications of all candidates for seats on the Local Board, prepare ballots
and bring the names of the candidates to the attention of the entire committee.
At least 33% of the candidates running should be women; the same goal applies
to people of color.
2. If, in the opinion of the outgoing Pacifica Board,
a good faith effort is not demonstrated regarding this effort at diversity,
they may assign staff or a Pacifica Board member to this outreach effort
3. If, after the election is completed, there is evidence
that the effort was hollow, the newly seated Pacifica Board may vacate (immediately)
one Local Board's voting seats on the National Board and order a new election
for said Local Board and its National Board members. This process shall be monitored
by a committee selected by the National Board.
a. If more that one Local Board's election effort at diversity is considered
hollow, subsequent new elections nay be mandated
b. No more than one Local Board can be suspended at a time
c. The most egregious, by a vote of the National Board, will be sanctioned
SECTION 6 - SEATING OF DIRECTORS:
(Section 5):"Seating of Directors": Directors shall be seated at the
first meeting of Local Boards to be held in January of each year.
SECTION 7 - REMOVAL OF DIRECTORS:
(Section 6J "Removal of a Director":
A. The Pacifica Board at a regular or special meeting may remove any Director
by a 2/3
vote of a quorum of the Board. A majority of either the Pacifica Board or 3
Local Boards may mandate such a special meeting.
2. Such a meeting must take place within 14 days of
the mandate. This meeting may
take place electronically so long as all rules governing electronic meetings
are followed
B. Any Listener-Sponsor or Staff Member must submit grounds for such removal
in
writing along with the signatures of at least 50 Members.
C. A Director, facing removal proceedings, shall have
up to 30 minutes at the special
meeting to protest said action. Additional time may be approved by a vote of
the Pacifica Board in attendance.
D. Directors are accountable to all Pacifica Members.
Accordingly, any Member may initiate
removal proceedings.
E. Directors absent for three consecutive meetings
shall be placed automatically before the
Directors for removal. A majority vote, under these circumstances, is sufficient
for removal.
F. If a Director is removed, the Local Board may fill the vacancy with any eligible
Member by
majority vote.
SECTION 8 - VACANCY:
(ARTICLE 4, SECTION 6F.) If a Director is removed, the Local Board may fill
the vacancy with any eligible Member by majority vote.
SECTION 9 - COMPENSATION:
(Section 7 "Compensation"J Directors shall serve without compensation
except that they shall be allowed advancement or reimbursement of expenses incurred
in the performance of their
duties.
B. This amount shall be established by the Directors bi-annually based on input
from
1. Local Finance Committees and
2. Local Boards
C. Special funds to individual board members may be allocated following approval
by 1 and 2 (above) and approval by the Directors.
SECTION 10 - RESTRICTION REGARDING INTERESTED DIRECTORS
(ARTICLE 4, SECTION 1C.) Conflicts of interest: Directors must abstain on any
matter that might appear to be a conflict of interest. Violation of this clause
is grounds for impeachment
The Houston ByLaws Subcommittee has agreed to skip the details of this Article
and address it at a later time, if possible.
SECTION ARTICLE
FIVE
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1
ROBINSON
SECTION 1 - TIME AND PLACE OF MEETINGS
Meetings of the Board of Directors shall take place three (3) or more times
per year, at such times, dates and places as designated by a majority vote of
the Board of Directors at the previous meeting. The meeting nearest to September
shall be referred to as the annual meeting.
LAB: ARTICLE 10, SECTION 6: SECTION 6 "MEETINGS": Frequency: Each
Local Advisory Board shall meet as often as required to accomplish its assigned
functions, and no less than quarterly. Time and place The time and place of
each meeting shall be designated by a majority vote of the Local Advisory Board
members. Meetings shall be held in facilities large enough to accommodate both
the Local Advisory Board and interested public, preferably in the station. Quorum:
A quorum at any Local Advisory Board meeting shall consist of one third of the
members. Members may be physically present in the meeting room or may participate
by electronic means such as teleconference. Public participation: Local Advisory
Board meetings, excluding meetings dedicated exclusively to discussion of local
radio station personnel matters, shall be open to the public and shall include
a public comment period of no less than one half hour. Public notice:</U>
The public shall be notified of each Local Advisory Board meeting that is open
to the public. Four on-air announcements, made during prime time on the radio
station on four different days prior to the meeting, are considered to be adequate
notice.
SPOONER
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 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. 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.
WEISGAL
SECTION 1 "TIME AND PLACE"
Meetings shall take place quarterly on a Friday, Saturday and Sunday in January,
April, July and October at such time and place(s) as designated by a majority
vote of the Pacifica Board at the previous meeting. Times New Roman, Times"
Unless extraordinary circumstances present themselves and by a 2/3 vote of the
Board the decision is made to alter the following, Pacifica Board meetings shall
rotate as follows: Washington, New York, Los Angeles, Berkeley, and Houston.
Should other stations join Pacifica, they will host meetings in the order in
which they join, one year after joining. Times New Roman, Times" All meetings
shall take place at a location not further than 10 miles from the offices of
the hosting radio station. Times New Roman, Times" All regular meetings
shall be conducted in person and all reasonable efforts should be made to make
them open to the public. Live or delayed broadcasting is encouraged.
ROBINSON
SECTION 2 "SPECIAL MEETINGS":
Special meetings of the Board of Directors may be called by the Chair or by
a majority vote of the Executive Committee or by a majority vote of the full
Board.
SPOONER
SECTION 2 "SPECIAL MEETINGS":
Special meetings of the Board of Directors may be called by the Board Chair,
any two Vice Chairs, or by any three members of the National Committee of the
Board.
WEISGAL
SECTION 2 "Special Meetings":
A. Special Meetings of the Pacifica Board may be called by the Board Chair or
by any three members of the Pacifica Board. Special Meetings must be carried
live or rebroadcast via the Pacifica Network, or streamed on the Internet. Tapes
or CDs of these meetings must be made available to any Local Board member requesting
it.
ROBINSON
SECTION 3 "NOTICE":
Written notice of every regular and special meeting of the Board of Directors,
stating the time and place of said meeting, and the purposes thereof, shall
be mailed or delivered to each member of the Board of Directors at least seven
days before any such meeting.
SPOONER
SECTION 3 "NOTICE":
Written notice of every regular and special meeting of the Board of Directors,
stating the time and place of said meeting, and the purposes thereof, shall
be mailed, or sent to each member of the Board of Directors by telecopier or
email at least ten (10) or maybe (30) days before any such meeting. Special
meetings shall require only 10 day advance notice. All such meetings shall be
announced in advance on the air
WEISGAL
SECTION 3 "NOTICE"
Written notice of all meetings for the Pacifica Board shall be mailed or sent
to each
member by the U.S. Postal Service and email or fax at least one week before
said meeting.
Absence at a Special Meeting for cause (written and received 48 hours prior
to said meeting) shall not be considered as one of three consecutive meetings
affecting membership status
ROBINSON
SECTION - 4 QUORUM
(SECTION 3 "NOTICE") Written notice of every regular and special meeting
of the Board of Directors, stating the time and place of said meeting, and the
purposes thereof, shall be mailed, or sent to each member of the Board of Directors
by telecopier or email at least ten (10) days before any such meeting.
SECTION 4 "QUORUM": A quorum at any meeting of the Board of Directors
shall consist of one-third (1/3) of the duly elected Directors.
SPOONER
SECTION - 4 QUORUM
(SECTION 3 "NOTICE") Written notice of every regular and special meeting
of the Board of Directors, stating the time and place of said meeting, and the
purposes thereof, shall be mailed, or sent to each member of the Board of Directors
by telecopier or email at least ten (10) days before any such meeting.
SECTION 4 "QUORUM": A quorum at any meeting of the Board of Directors
shall consist of one-third (1/3) of the duly elected Directors.
WEISGAL
SECTION - 4 QUORUM
A quorum at any meeting of the Pacifica Board or Local Board shall be 50% plus
one of the
elected officers. In lieu of a quorum, the Chair may, with at least 25% of the
officers in attendance, take and give reports so long as a written or taped
record is available.
No other business other than establishing the date of the next meeting may be
conducted
(Reassess under Article 5, Section 4) ROBINSON
SECTION 3 (FROM ARTICLE 5: SECTION 4 "QUORUM"):
A quorum at any meeting of the Board of Directors shall consist of one-half-plus-one
of the duly elected Directors. Directors may be physically present at the meeting,
or may participate by telephone or similar electronic means
WIESGAL
(Reassess under Article 5, Section 4) SECTION 3 (From
ARTICLE 5: Section 4: "Quorum)
A quorum at any meeting of the Pacifica Board or Local Board shall be 50% plus
one of the elected officers. In lieu of a quorum, the Chair may, with at least
25% of the officers in attendance, take and give reports so long as a written
or taped record is available. No other business other than establishing the
date of the next meeting
may be conducted
ROBINSON
SECTION - 5 ATTENDANCE
Any Director who shall have been absent for three consecutive meetings of the
Board of Directors shall be automatically dropped from the Board unless such
absences are excused by a majority vote of the Board of Directors.
SPOONER
SECTION - 5 ATTENDANCE
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 whether or not the absences have been excused.
WEISGAL
SECTION - 5 ATTENDANCE
(ARTICLE 4, SECTION 6E) Directors absent for three consecutive meetings shall
be placed automatically before the Directors for removal. A majority vote, under
these circumstances, is
sufficient for removal.
ROBINSON
SECTION - 6 ACTION BY UNANIMOUS WRITTEN CONSENT
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.
SPOONER
SECTION - 6 ACTION BY UNANIMOUS WRITTEN CONSENT
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.
{CAROL RECOMMENDS THIS SECTION BE REMOVED}
WEISGAL
SECTION - 6 ACTION BY UNANIMOUS WRITTEN CONSENT
Any action required or permitted to be taken by the Pacifica Board may be taken
without a meeting if all members of the Board consent in writing. Such written
consent shall have the same force and effect as a unanimous vote of such Directors.
ROBINSON
SECTION - 7 PROXIES
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.
SPOONER
SECTION - 7 PROXIES
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.
WEISGAL
SECTION - 7 PROXIES
Under no circumstances are proxies allowed.
SECTION - OPEN MEETINGS
SECTION - MEETINGS BY TELECOMMUNICATIONS
ROBINSON - NONE
SPOONER
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 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. 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.
WEISGAL - NONE
ARTICLE SIX A
COMMITTEES OF THE BOARD
There is no Executive Committee unless these Bylaws
are properly amended by the next PNB to create one.
There are three Standing General Committees: Finance;
Personnel; Governance and Elections (including crafting of Operating Guidelines
and Policies, and Standing Rules). Additional Standing Committees may be created
by majority vote of the Board of Directors. Each Standing Committee shall, unless
otherwise provided by the board, have at least: one Director from each signal
area; one Director from Staff; One Director from Affiliates.
There are Seven Standing Area Committees: One Station
Committee (SC) for each of the currently five (5) Station Signal Areas (with
each committee including the four Directors from its respective signal area);
One for Affiliate Relations (including the Director elected by Affiliates at
least and one Director from each Signal Area) ; One for Archives and National
Programming (including the Director elected by Archives and National Staff and
at least one Director from each signal area.)
Standing and AdHoc Committees: The Board of Directors
may from time to time establish, by resolution, committees of its members for
such purposes as are authorized by law. Such resolutions shall identify any
powers or duties to be delegated to said committees. The names of Directors
who are chosen by acclamation or by majority vote to occupy such committees
shall be immediately announced. The Chair may designate committee Chairs, however
any Committee may by majority vote designate its own Chair. The Board Guidelines
and Operating Procedures shall likewise be updated by the Board detailing such
committees' duties, annual reports such committees shall make to the board and
the role of the committee in fulfilling Board governance.
Other Committees: The Board may establish advisory
committees as authorized by law to assist the Board in developing plans and
initiatives to further Pacifica's mission and purposes, as found in the Articles
of Incorporation. These committees may include Foundation members and others.
The purpose of advisory committees would be to help the Board in areas such
as: membership and organizational development; affiliate relations; programming
for community development, peace and social justice; financial planning; fund-raising
and development; technological and infrastructure development; new station planning,
etc. (Approved by 9/0)
ROBINSON
SECTION - 1 LOCAL STATION BOARDS
There shall be one Local Advisory Board in each Foundation radio station signal
area.
A. NONE
B. DUTIES
(SECTION 3 "LAB FUNCTIONS") LABs shall develop written operating Guidelines
and Procedures, similar to those of the Board, in conformity with the Foundation
Bylaws Needs Assessments Each Local Advisory Board shall conduct local community
needs assessments, relative to station program goals, station services and significant
policy decisions. Relationship to Station Management Each Local Advisory Board
shall advise, assess and evaluate the local radio station and its General Manager
on the fulfillment of the Foundation mission, particularly as it relates to
the findings of its community needs assessments. General Manager Selection</U>:
If the local radio station General Manager position is vacant, the Local Advisory
Board shall participate in the interview process, and provide a list of qualified
candidates for the position to the Foundation Executive Director.
C. EACH LOCAL STATION BOARD - NONE
SPOONER
SECTION - 1 LOCAL STATION BOARDS
The Directors elected by the members of the five station areas shall serve as
a standing committee of the Board of Directors for that radio station, which
shall be known as the Local Station Board for that radio station.
A. POWER AND AUTHORITY
The Local Station Boards are authorized to exercise any and all corporate powers
of the Pacifica Foundation, with regard to that radio station, particularly
those regarding personnel management, allocation of resources, budgeting and
financial management, contracting, management of Foundation assets, planning,
and fundraising and development, programming, technical and technological development
and compliance with federal and other broadcast rules and regulations, including
the establishment of separate Community Advisory Boards (CABS) to the extent
that the radio station seeks funding from the Corporation for Public Broadcasting
and such CABS are required as a condition of such grants.
B. DUTIES
The ongoing duties of the Local Station Boards Board with regard to their radio
stations are to: ensure compliance with the purposes of the Foundation as set
forth in the Articles of Incorporation; ensure compliance with corporate responsibilities
and state and federal law; ensure regular communication with the Members and
the diverse communities the stations serve; appoint, supervise and remove, employ
and discharge, the station General Manager, and to approve the hiring of all
other station management personnel generally [supervise] set policy regarding
the operations and management of the radio station meet at least every other
month at such regular times and places as they shall determine and to meet at
such other times as is necessary in order to carry out the duties of the Local
Station Board; and ensure the execution of Foundation business decisions concerning
that radio station, as required by the exercise of Board powers and authority,
as above.
(9) ensure that the staff of the stations, including their managerial staff
is diverse consistent with local demographics respectively and that an atmosphere
is maintained within the stations and vis-à-vis the diverse communities
they serve that is free of discrimination.
(10) ensure that local programming is instituted that addresses the [grievances]
concerns, needs and interests of the diverse communities the stations serve,
especially those of marginalized and voiceless communities.
C. EACH LOCAL STATION BOARD
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 their representatives to the
National Committee, the National Finance Committee, and the National Program
Committee at a Local Station Board meeting in January or February. The Chairs
of each Local Station Board shall serve on the National Committee of the Board
of Directors, and shall hold the office of Vice-Chairs of the Foundation.
WEISGAL - NONE
A.
Article Six Committees of the Board Section 1: "Local Boards":
Each Local Board shall elect an Executive Committee. This committee shall be
made up of
the Chair, Vice Chair, Recording Secretary, Corresponding Secretary and Treasurer.
The Station Manager shall be an ex officio (non-voting) member of this committee.
B. DUTIES
(Article Six Committees of the Board Section 1) "Local Boards":
Each Local Board shall elect an Executive Committee. This committee shall be
made up of
the Chair, Vice Chair, Recording Secretary, Corresponding Secretary and Treasurer.
The Station Manager shall be an ex officio (non-voting) member of this committee.
C. EACH LOCAL STATION BOARD - NONE
SUGGESTED SECTION - STANDING COMMITTEES
SUGGESTED SECTION - ADHOC COMMITTEES
ROBINSON
SECTION - 2 NATIONAL COMMITTEE
Standing and Ad-Hoc Committees Board of Directors may from time to time establish,
by
resolution, committees of its members for such purposes as are authorized by
the corporate law
of the State of California. Such resolutions shall include the names of Directors
who have been
chosen by acclamation or by majority vote to chair such committees, any powers
or duties
delegated to such committees, as well the membership of such committees. The
Board
Guidelines and Operating Procedures shall likewise be updated by the Board detailing
such
committees' duties, annual reports such committees shall make to the board and
the role of the
committee in fulfilling Board governance.
Other Committees The Board may establish advisory
committees to assist it in developing
strategic initiatives designed to bolster Pacifica's mission and purposes, as
found in the Articles of
Incorporation. These committees may include Foundation members and others. The
purpose of
advisory committees would be to help the Board positively impact the Foundation
in areas such
as: membership and organizational development; affiliate relations; programming
for community
development, peace and social justice; fundraising and development; technological
and
infrastructure development; new station planning. The WPFW Bylaws Revision Subcommittee
determined not to provide for a Board Executive Committee
SPOONER
SECTION - 2 NATIONAL COMMITTEE
The National Committee of the Board of Directors shall consist of the Chairs
of the five Local
Station Boards, and two additional [three] Local Station Board members
from each Local Station
Board who shall be elected [majority] STV by majority vote by their respective
Local Station
Boards. Such members shall continue to serve simultaneously on their respective
Local Station
Boards. Of the three Local Station Board members from each Local Station Board
who serve on
the National Committee, one shall be a Staff Member and two shall be Listener-
Sponsor
Members. The National Committee members shall be elected for one year terms
commencing in
January of each year. Each Local Station Board may recall from the National
Committee and
replace any National Committee member elected by them, by majority vote of the
Local Station
Board members present and voting, provided that notice of the proposed removal
is sent to all
members of the Local Station Board and announced on the airwaves
at least 10 days prior to
the meeting where such action may be taken. Each Local Station Board shall simultaneously
elect a replacement on the National Committee for the Director so removed. A
Local Station
Board member who has been removed from the National Committee by his/her Local
Station
Board, shall continue to serve his/her term as a Director, unless s/he resigns
or is removed as a
Director pursuant to the provisions of these Bylaws.
POWER AND AUTHORITY: The National Committee is authorized
to exercise any and all corporate powers of the Pacifica Foundation, with regard
to the Pacifica Archives, National Programming, the Pacifica Affiliate system,
and other national initiatives of the Foundation, particularly those regarding
personnel management, allocation of resources, budgeting and financial management,
contracting, management of Foundation assets, planning, fundraising and development,
programming, technical and technological development and compliance with federal
and other broadcast rules and regulations.
(B) DUTIES: The ongoing duties of the National Committee
with regard to:
(1)ensure compliance with the purposes of the Foundation
as set forth in the Articles of Incorporation;
(1)ensure compliance with corporate responsibilities
and state and federal law;
(1)ensure regular communication with the Members
(1)appoint. supervise and remove, employ and discharge,
and except as otherwise provided in these Bylaws, prescribe the duties and fix
the compensation of the Executive Director of the Foundation;
(1)generally supervise the management and operations
of Foundation personnel to assure that their duties are performed properly;
(1)meet at least quarterly at such regular times
and places as they shall determine and to meet at such other times as is necessary
in order to carry out the duties of the National Committee; and
(1)ensure the execution of Foundation business
decisions concerning national initiatives, as required by the exercise of Board
powers and authority, as above.
(C) The National Committee may adopt resolutions requiring
implementation by the local radio stations or affecting the programming of the
local radio stations, and those resolutions shall be effective as to all Pacifica
radio stations, unless overridden by majority vote of three of the five Local
Station Boards.
A. POWER AND AUTHORITY
The Local Station Boards are authorized to exercise any and all corporate powers
of the Pacifica Foundation, with regard to that radio station, particularly
those regarding personnel management, allocation of resources, budgeting and
financial management, contracting, management of Foundation assets, planning,
and fundraising and development, programming, technical and technological development
and compliance with federal and other broadcast rules and regulations, including
the establishment of separate Community Advisory Boards (CABS) to the extent
that the radio station seeks funding from the Corporation for Public Broadcasting
and such CABS are required as a condition of such grants.
WEISGAL
SECTION - 2 NATIONAL COMMITTEE - NONE
ARTICLE SIX B
OFFICERS OF THE FOUNDATION
ROBINSON
SECTION 1 DESIGNATION OF OFFICERS: The officers of Pacifica Foundation
shall be a Chair of the Board of Directors, a Vice-Chair, a Secretary, a Treasurer,
and such Vice-Chairs, Assistant Secretaries and Assistant Treasurers as may
be authorized from time to time by the Board of Directors.
SECTION 2 ELECTION AND REMOVAL OF OFFICERS: Election of Officers: The
officers of The Foundation shall be elected bi- annually in even numbered years
by the Board of Directors, and shall serve for a term of two years, or until
the election of their successors. Removal of Officers: Any officers may be removed
by the Board of Directors at any regular or special meeting by a majority vote
of all of the members of the Board of Directors, provided that the grounds for
such removal are submitted with notice of said meeting, and provided further
that said officer shall have a reasonable opportunity at said meeting to protest
his/her re
SPOONER
SECTION 1 "DESIGNATION OF OFFICERS":
(A) The Officers of Pacifica Foundation shall be a Chairperson of
the Board of Directors, five Vice-Chairs who shall be the Chairs of the five
Local Station Boards, a Secretary, a Treasurer, and such Assistant Secretaries
and Assistant Treasurers as may be authorized from time to time by the Board
of Directors. The Chairperson of the Board shall not concurrently hold any other
Foundation office.
(B) A Recording Secretary or Chief Financial Officer, who are not
Directors, may be employed by the Board in addition to the Foundation Secretary
or Treasurer. Any such non-Director officers shall serve at the pleasure of
the Board.
SECTION 2: "DUTIES OF OFFICERS": The duties of Board officers shall
be outlined in the Guidelines and Operating Procedures of the Board.
SECTION 3 "ELECTION, TERMS, AND REMOVAL OF OFFICERS":
(A) Election of Officers: The Officers of The Foundation, except
the Vice Chairs (who shall be elected by their respective Local Station Boards,
as provided elsewhere in these Bylaws), shall be elected bi-annually in even
numbered years by the Board of Directors at the Annual Meeting in March. Only
Directors who have been elected to the National Committee by their respective
Local Station Boards shall be eligible for election as the Chairperson of the
Board, Secretary or Treasurer of the Foundation.
(B) Terms of Officers: Officers shall serve for a term of two years
or until the election of their successors which ever is later, unless he or
she resigns or is removed or is otherwise disqualified to serve before such
time. No Officer may continue to serve as an officer past the expiration of
his/her term as Director.
(B) Removal of Officers: Any officer may be removed by the Board
of Directors at any regular or special meeting by a majority vote of all of
the members of the Board of Directors, provided that the grounds for such removal
are submitted with notice of said meeting, and provided further that said officer
shall have a reasonable opportunity at said meeting to protest his or her removal.
WEISGAL
Officers of the Pacifica Board
Section 1 Designation of Officers
The officers of Pacifica shall be a Chairperson of the Pacifica Board, the Vice
Chair, a Recording Secretary, Corresponding Secretary, Treasurer and the Immediate
Past President who shall serve in an ex officio non-voting capacity.
Section 2 Members of the Pacifica Board
A. The members shall be the chairs of the five Local Boards and two additional
members. See F3a (above).
Section 3 Election, Terms and Removal of Officers
A. The officers of Pacifica shall be elected bi-annually by the Pacifica Board
by the process described in Roberts Rules as filling blanks
B. Officers shall serve for a term of two years or until the election of their
successors, which ever is later, unless they resign, are removed or are otherwise
disqualified.
C. Removal of Officers: Any officer may be removed by the Pacifica Board at
any regular or special meeting by a majority vote of all of the members of the
Pacifica Board, provided that the grounds for such removal are submitted with
notice of said meeting, and provided further that said officer shall have at
least 30 minutes at said meeting to present a defense.
D. Extraordinary Circumstances: Should the grounds for removal be of such an
egregious nature that one Local Board recommends, by a 2/3 vote, total and permanent
removal of an individual from the affairs of Pacifica this can be done by the
following means:
1. A public hearing at one Local Station where the accused is given at least
30 minutes to present their defense.
2. Expulsion by a 2/3 vote of the Pacifica Board.
3. Ratification by a 2/3 vote of at least 3 of the 5 Local Boards.
ARTICLE SEVEN
EXECUTIVE DIRECTOR
ROBINSON
SECTION 1 "DEFINITION": The Board shall employ a person designated
as the Executive Director, who duties shall be as outlined in the Guidelines
and Operating Procedures of the Board. Generally, the Executive Director shall
serve as the chief executive of The Foundation. SECTION 2 "OVERSIGHT AND
SUPERVISION OF THE EXECUTIVE DIRECTOR": Oversight and supervision of the
Executive Director shall be according to the structure provided in the Guidelines
and Operating Procedures of the Board.
SPOONER
SECTION 1 "EXECUTIVE DIRECTOR":
(A) The Board shall employ a person designated as the Executive
Director, whose duties shall be as outlined in the Guidelines and Operating
Procedures of the Board. Generally, the Executive Director shall serve as the
chief executive officer of The Foundation. The Executive Director shall be hired
and fired by the National Committee.
(B) Oversight and supervision of the Executive Director shall be
the duty of the National Committee according to the structure provided in the
Guidelines and Operating Procedures of the Board.
SECTION 2 "PACIFICA OMSBUDSPERSON":
(A) The Board shall employ a person designated as the Pacifica Omsbudsperson
whose duties shall be as outlined in the Guidelines and Operating Procedures
of the Board. Generally, the Pacifica Ombudsperson shall be the public's representative
to the Foundation and empowered to respond to significant queries, comments
and criticisms regarding the Foundation's policies or radio programming standards
and practices.
(B) The Office of the Pacifica Ombudsperson shall be completely
independent of the Foundation staff and management and shall report directly
to the Board of Directors. The Ombudsperson shall prepare and present an annual
report to the Board which shall also be made public.
WEISGAL
Section 1 Executive Director
A. The Board shall employ a person designated as the Executive Director, whose
duties shall be outlined in the Guidelines and Operating Procedures of the Board.
Generally, the Executive Director shall serve as the chief executive officer
of Pacifica. The Executive Director shall be hired and fired by the Pacifica
Board.
ARTICLE EIGHT
COMMITTEES OF THE BOARD
ROBINSON
Standing and Ad-Hoc Committees Board of Directors may from time to time
establish, by resolution, committees of its members for such purposes as are
authorized by the corporate law of the State of California. Such resolutions
shall include the names of Directors who have been chosen by acclamation or
by majority vote to chair such committees, any powers or duties delegated to
such committees, as well the membership of such committees. The Board Guidelines
and Operating Procedures shall likewise be updated by the Board detailing such
committees' duties, annual reports such committees shall make to the board and
the role of the committee in fulfilling Board governance.
Other Committees The Board may establish advisory committees to assist
it in developing strategic initiatives designed to bolster Pacifica's mission
and purposes, as found in the Articles of Incorporation. These committees may
include Foundation members and others. The purpose of advisory committees would
be to help the Board positively impact the Foundation in areas such as: membership
and organizational development; affiliate relations; programming for community
development, peace and social justice; fundraising and development; technological
and infrastructure development; new station planning.
4The WPFW Bylaws Revision Subcommittee determined not to provide for a Board
Executive Committee.
SPOONER - NONE
WEISGAL - NONE
ARTICLE NINE
GENERAL PROVISIONS
ROBINSON
SECTION 1 "RESIGNATION": Any person may resign his or her position
by written resignation filed with the Secretary of the Foundation.
SECTION 2 "MEMBERSHIP NOT TRANSFERABLE": Membership on the Board
of Directors, or any position as 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 EXECUTIVE COMMITTEE, 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 as
provided in these Bylaws, upon the termination of 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 corporation.
SECTION 5 "INDEMNIFICATION BY CORPORATION 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 this corporation 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 this corporation to the extent allowed
by, and in accordance with the requirements of, Section 5238 of the California
Non-Profit Public Benefit Corporation Law.
SPOONER
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, or
membership on the Board of Directors, or any position as 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 corporation,
subject to the provisions of the California Corporations Code.
SECTION 5 "INDEMNIFICATION BY CORPORATION 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 this corporation 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 this corporation to the extent allowed
by, and in accordance with the requirements of, Section 5238 of the California
Non-Profit Public Benefit Corporation Law.
WEISGAL
General Provisions
Section 1 Resignation
A. Any Director or Officer may resign their position or office by written resignation
with the Pacifica Board Recording Secretary. Said Secretary may tender their
resignation with the chair.
Section 2 Membership Not Transferable
A. Membership in any capacity within Pacifica is not transferable.
Section 3 Effect of Termination of Membership on the Pacifica Board or Position
as Pacifica Officer
C. Membership on the Pacifica Board, or the holding of any office in Pacifica,
shall cease upon the death of the member, upon their withdrawal or removal as
provided in these Bylaws, upon the termination of their Pacifica membership
or office-holding position and, thereafter, neither the heirs nor personal representative
of the deceased members, withdrawing or terminated member, or office-holders,
shall have any claim whatsoever arising out of said membership or the holding
of said membership or the holding of any office in Pacifica. No member of the
Pacifica Board, or officer of Pacifica, 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 them or advanced
to Pacifica as a contribution to Pacifica or any station owned and operated
by Pacifica.
Section 4: See Spooner (Article 10 Section 4)
Section 5: See Spooner (Article 10 Section 5)
CONSOLIDATION COMMITTEE [moved here from Article 1]
(Section 6 "Fiduciary responsibilities":)
The Pacifica Board, in an oversight capacity, is responsible for the financial
well being of Pacifica and holds management accountable to the communities it
serves.
[Greg Gieselman will provide alternative draft language]
ARTICLE TEN
LOCAL ADVISORY BOARDS
ROBINSON
SECTION 1 "LOCAL STATION ADVISORY BOARDS": There shall be one Local
Advisory Board in each Foundation radio station signal area.
SECTION 2 "COMPOSITION": Each Local Advisory Board shall be comprised
of not more than 35 persons nominated from and elected by Foundation members
distributed among the radio station signal areas, including persons nominated
from the radio station volunteer programmers; and persons nominated from the
radio station paid programmers and staff.
SECTION 3 "LAB FUNCTIONS": LABs shall develop written operating Guidelines
and Procedures, similar to those of the Board, in conformity with the Foundation
Bylaws
Needs Assessments: Each Local Advisory Board shall conduct local community
needs assessments, relative to station program goals, station services and significant
policy decisions..
Relationship to Station Management: Each Local Advisory Board shall advise,
assess and evaluate the local radio station and its General Manager on the fulfillment
of the Foundation mission, particularly as it relates to the findings of its
community needs assessments.
General Manager Selection: If the local radio station General Manager
position is vacant, the Local Advisory Board shall participate in the interview
process, and provide a list of qualified candidates for the position to the
Foundation Executive Director.
SECTION 4 "TERMS": Local Advisory Board members may serve a maximum
of two consecutive three-year terms.
SECTION 5 "ELECTIONS": Local Advisory Board Foundation member representatives
shall be nominated and elected using the same procedures followed for nomination
and election of the signal area's representatives on The Foundation Board of
Directors. Local Advisory Board and Foundation Board of Directors elections
may be conducted simultaneously, so long as nominees for the Board and Local
Advisory Board are clearly differentiated.
SECTION 6 "MEETINGS":
Frequency: Each Local Advisory Board shall meet as often as required
to accomplish its assigned functions, and no less than quarterly.
Time and place: The time and place of each meeting shall be designated
by a majority vote of the Local Advisory Board members. Meetings shall be held
in facilities large enough to accommodate both the Local Advisory Board and
interested public, preferably in the station.
Quorum: A quorum at any Local Advisory Board meeting shall consist of
one third of the members. Members may be physically present in the meeting room
or may participate by electronic means such as teleconference. Public participation:
Local Advisory Board meetings, excluding meetings dedicated exclusively to discussion
of local radio station personnel matters, shall be open to the public and shall
include a public comment period of no less than one half hour.
Public notice: The public shall be notified of each Local Advisory Board
meeting that is open to the public. Four on-air announcements, made during prime
time on the radio station on four different days prior to the meeting, are considered
to be adequate notice.
SECTION 7 "OFFICERS": The Local Advisory Board officers shall include
a chairperson / facilitator and a recording secretary. Officers shall be elected
by the Local Advisory Board members, and shall serve for a term of one year.
ADD SECTION - QUORUN OF SUBCOMMITTEES
SPOONER - NONE
WEISGAL - NONE
ARTICLE ELEVEN
CORPORATE RECORDS, REPORTS AND SEAL
ROBINSON
These By-Laws may be amended, altered or repealed in whole or in part at any
meeting of the Board of Directors, provided that the proposed changes have been
submitted to each member of the Board of Directors with the notice of the meeting
and provided further that the right of waiver of notice of meeting shall not
apply. In order to be adopted, any proposal must receive the vote of two-thirds
of all the members of the Board of Directors present and voting or voting by
signed ballot received before the meeting at which the proposal is voted upon
convenes. The Directors voting by mail ballot must attach an exact copy of the
proposal being voted upon to their ballots.
SPOONER
SECTION 1 "MAINTENANCE OF CORPORATE RECORDS": The Foundation shall
keep at its principal office in the State of California:
(A) Minutes of all meetings of the Board of Directors, of committees
of the Board having any authority of the Board, and, if held, of members, indicating
the time and place of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present and the proceedings
thereof;
(B) Adequate and correct books and records of account, including
accounts of its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;
(C) A record of its members indicating their names and addresses
and the class of membership held by each member and the termination date of
any membership;
(D) A copy of the corporation's Articles of Incorporation and Bylaws
as amended to date, which shall be open to inspection by the members of the
corporation at all reasonable times during office hours.
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 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 corporation.
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:
(A) To inspect and copy the record of all members' names, addresses
and voting rights, at reasonable times, upon five (5) business days' prior written
demand on the corporation, which demand shall state the purpose for which the
inspection rights are requested.
(B) 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":
(A) 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 corporation 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:
(1) The assets and liabilities, including the trust funds,
of the corporation as of the end of the fiscal year;
(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;
(5) Any information required by Section 7 of this Article.
(B) 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 corporation that such statements were prepared
without audit from the books and records of the corporation.
SECTION 7 "ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS":
(A) 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.
(B) 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).
(C) 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.
(D) 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.
WEISGAL
PROPOSED ## Proposed New Article - Code of Ethics [Issue:
Will Code of Ethics be included by reference or in toto]
ARTICLE TWELVE
PARLIAMENTARY PROCEDURE
ROBINSON
As to any matter not herein specified, Robert's Rules of Order (revised edition)
shall apply.
SPOONER
As to any matter not herein specified, Robert's Rules of Order (revised edition)
shall apply.
WEISGAL - NONE
ARTICLE THIRTEEN
AMENDMENT OF BYLAWS
ROBINSON
These By-Laws may be amended, altered or repealed in whole or in part at any
meeting of the Board of Directors, provided that the proposed changes have been
submitted to each member of the Board of Directors with the notice of the meeting
and provided further that the right of waiver of notice of meeting shall not
apply. In order to be adopted, any proposal must receive the vote of two-thirds
of all the members of the Board of Directors present and voting or voting by
signed ballot received before the meeting at which the proposal is voted upon
convenes. The Directors voting by mail ballot must attach an exact copy of the
proposal being voted upon to their ballots.
SPOONER
SECTION 1 "PROPOSED AMENDMENTS": These By-Laws may be amended, altered
or repealed in whole or in part at any meeting of the Board of Directors, provided
that the proposed changes have been submitted to each member of the Board of
Directors at least 30 days in advance with notice of the meeting and provided
further that the right of waiver of notice of meeting shall not apply.
SECTION 2 "VOTING AND RATIFICATION": In order to be adopted, any proposed
bylaws amendment must receive the vote of two-thirds (2/3) of the Directors
present and voting or voting by signed ballot received before the meeting at
which the proposal is voted upon convenes, the Directors voting by mail ballot
must attach an exact copy of the proposal being voted upon to their ballots.
In addition, any proposed bylaws amendment that materially adversely affects
the rights of the members, or any class of members, must be approved by majority
vote of a quorum of the members, or class of members, as applicable, voting
by mail ballot.
WEISGAL
Section 1 Proposed Amendments
A. These Bylaws may be amended seriatim at any meeting of the Pacifica Board,
provided that the proposed changes have been endorsed by at least one Local
Board and that each member of the Pacifica Board has had 30 days of prior notice.
B. Voting and Ratification must take place at a regular or special meeting of
the Pacifica Board. In order to be adopted, any proposed bylaw amendment must
receive the vote of two-thirds (2/3) of the Directors present and voting.
C. Adoption will not take place until 60 days after the amendments are adopted.
By a 2/3 vote of three of the five Local Boards, any amendment can be blocked
and the amendment will be declared null and void. Should no block take place,
the Bylaws will be considered amended.
D. Time, Place and Manner: All voting in this process must be done in a public
venue. No secret ballots are permitted. Should there be any demand, at least
30 minutes for public comment on the proposed amendments must be allowed at
all stages of the amending process. Should there be more than three amendments,
discussion for at least 10 minutes per amendment shall be allowed. The maximum
allotment of time without a majority vote of the Pacifica Board or Local Board
(in whomever jurisdiction this is applicable) shall be two hours.
ARTICLE FOURTEEN
AMENDMENT OF ARTICLES OF INCORPORATION
ROBINSON - NONE
SPOONER
SECTION 1 "PROPOSING AMENDMENTS": Amendments to the Articles of Incorporation
may be proposed by two-thirds (2/3) majority vote of the Board of Directors.
SECTION 2 "APPROVING AMENDMENTS": Any amendment(s) to the Articles
of Incorporation proposed by the Board of Directors shall be presented to the
Members of the Foundation by mail ballot and shall require approval by three-
fifths (3/5) majority of a quorum of the members.
WEISGAL
ARTICLE FIFTEEN
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
ROBINSON - none
SPOONER
No member, director, officer, employee, or other person connected with this
corporation, 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 corporation 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 of this corporation and not otherwise.
WEISGAL - none
INCLUDE IN OPERATING GUIDELINES AND PROCEDURES
OR ELSEWHERE, OR OTHER NOTES
- ABATI'S MISSION PROPOSAL
- CODE OF ETHICS, CONFLICT OF INTEREST SPECIFICALLY
- POSTPONE CONVERSATION ON DIVERSITY UNTIL DIALLO
CAN PARTICIPATE
- . BUSINESS PROPOSAL FROM DIALLO
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