----- Original Message -----
From: LLU
To: KPFT_Governance@yahoogroups.com
Sent: Tuesday, August 13, 2002 2:33 PM
Subject: Re: [KPFT_Governance] RE: Bylaws An
Update to the Original Diversity (Not Aff...

The attached is hopefully a cleaner document one I sent to some of you yesterday. I welcome feedback. One thing I want to emphasize is that this model places a lot more advisory power in the hands of local volunteers, locally elected and selected committee members and the Local Boards. It's safety valve is that station managers have what is currently in effect: veto power. If this is abused station managers face the possibility of removal by the National Board. Some people preach grass-roots democracy; this mandates it.

Regarding the issue of diversity: It says that there must be outreach as far as candidates are concerned. There is the possibility of an all white male board but in this model the decision making is not done in "smoke filled back rooms," it's done at the ballot box where a minimum goal of 1/3 women and 1/3 people of color ON THE BALLOT is expected. Read on for details.

I welcome feedback.

Ted Weisgal

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To Whom This May Concern:

The following are drafts of Pacifica Bylaws, Standing Rules and Committee Bylaws. The Bylaws were created by Ted Weisgal after reviewing Carol Spooner and Rob Robinson's drafts. The Standing Rules were created by Ted and Robin Lewis (secretary of the LAB in Houston. The Committee Bylaws (provided as an example of what would need to be created for every committee but hopefully based on one model) came from much discussion among many people involved in KPFT.

As a prelude to the following bylaws the concept of "Power to the People" should be kept in mind. Decisions are made in the following way.
1.   There is subcommittee and committee review at the local level. Ideas either start at the grass roots or are referred there by some person or other entity. This is a fundamental difference in this set of bylaws and sets it apart from any other currently on the table.
2.   The Local Board Reviews what has been developed in committees and takes action.
3.   If the matter requires national attention it is sent on to the National Board. It is either resolved there or referred to a committee of the National Board. If it goes to a committee for further review it can either be resolved there if the National Board authorizes this or comes back to the National Board for final approval
4.   There is implementation by the Executive Director or some other authority.

This coming Friday, August 16, the following bylaws and others (Spooner's and Robinson's) will be reviewed by the Bylaws Committee in Houston. The bylaws committee in Houston has authorized none of the following for dissemination but to the best of my knowledge neither the Robinson nor Spooner bylaws were authorized by any committee either. They are being sent now so others can review them as this process moves forward. Another version may be forthcoming from Houston but to reduce the chances that this document will be overlooked, I'm sending it now.

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Bylaws
Pacifica Foundation Article One
Identity and Purpose
Section 1 "Name": The name of this non-profit corporation shall be the Pacifica Foundation, and it shall be referred to in these Bylaws as "Pacifica" or the "Pacifica Foundation."
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.
Section 3 "Collaborative Process": 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.
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
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.
Article Three
Members of the Foundation
Section 1 "Defined": There shall be two classes of Members: (A) Listener-Sponsor Members, and (B) Staff Members.
A. "Listener-Sponsor Members" shall be any person who:
1. 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
2. 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:
1. 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.
1. 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.
2. 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 2 "Rights":
A. Serve on Committees
1. Listener-Sponsors and Staff Members for each station shall have the right to serve and vote on committees of the station.
B. VoteListener-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 3 "Registration":
A. Deadlines
1. In 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.
Section 4 "Proxies":
A. Denial of such
1. Alternates, a proxy or the like, may exercise no action in any capacity.
Article Four
Board of Directors of Pacifica (otherwise known as the Pacifica Board or National Board)
Section 1 " Pacifica Board of DirectorsMembership 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.
B. 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.
B. 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.
C. 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.
D. 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.
E. 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.
F. DutiesThe 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.
3. 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.
4. Assure compliance with the purposes of Pacifica.
5. Ensure regular communication with Members of Pacifica.
6. 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.
7. Schedule and hold regular public meetings.
8. Register their addresses, telephone numbers, email addresses and web sites with the Secretary of Pacifica.
9. Attend Board of Directors' meetings based on notification by voice, mail, email, or fax.
10. Ensure the execution of Pacifica business decisions as required by the exercise of Pacifica Board powers and authority, as above.
11. 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.
Section 2A "Terms":
A. 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.
B. 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 2B "Implementation":
A. After election by Members, the initial Pacifica Board shall determine the length of service for their Directors. The top 1/2 vote recipients shall be elected for two-year terms; the next 1/2 shall be elected for one-year terms.
B. This process shall apply only during the Pacifica Board's initial phase-in.
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.
2. Said information shall be provided in printed and/or electronic form to all eligible voters.
C. 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.
D. 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.
1. Write-in votes for candidates failing to meet said deadline but fulfilling all other requirements is permissible.
E. 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.
1. In order to procure said signatures candidates may
a. 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.
b. 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.
F. 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 4A "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:
1. 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 first.
4. 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.
5. 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.
6. 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.
A. Any candidate may witness the counting.
B. Any candidate has the right to send a designate to witness this process
C. Any disruption in the counting is grounds for removal from this process by a 2/3 vote of the persons participating in the counting
2. One or more CPAs may be hired to oversee this process.
3. 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.
4. No candidate or member of their immediate family may serve on any of these committees.
5. 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.
6. 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.
Section 4B: "Election of Staff Member Directors":
A. Non-paid members of the staff will comprise zzz seats on the Local Board.
B. With or without the assistance of the Election Committee, Staff Members will
1. Conduct elections following guidelines 4A, 1-8.
2. Only non-paid Staff Members who are subscribers to the Pacifica Mission may vote in this election.
Section 5:"Seating of Directors":
A. Directors shall be seated at the first meeting of Local Boards to be held in January of each year.
Section 6: "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.
1. 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 7 "Compensation":
A. 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.
Article Five
Meetings of the Pacifica Board Section 1 "Time and Place":
A. 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.
1. 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.
2. All meetings shall take place at a location not further than 10 miles from the offices of the hosting radio station.
3. 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. 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
1. 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.
Section 3 "Notice":
A. 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.
B. 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.
Section 4: "Quorum":
A. A quorum at any meeting of the Pacifica Board or Local Board shall be 50% plus one of the elected officers.
B. 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 5: "Action by Unanimous Written Consent":
A. 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.
Section 6: "Proxies":
A. Under no circumstances are proxies allowed.
Article Six
Committees of the Board
Section 1: "Local Boards":
A. 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.
1. The Executive Committee may transact routine business between meetings and acts in emergencies.
2. Appoints the chairs of committees.
3. Shall meet upon the call of the chair or upon written request filed with the Station General Manager of three members
4. All business transacted by the Executive Committee is reported at the next meeting of the Local Board.
5. Three members shall constitute a quorum for the transaction of all business.
6. This meeting shall be open to the public and a public good faith effort at announcing it must be made.
B. Power and Authority:
1. Local Boards shall establish committees and subcommittees. Through them they are to recommend policy. Policy recommendations are generally given to the Station General Manager first. If necessary they may also be referred to the Executive Director regarding any and all matters affecting Pacifica. Standing committees shall include
A. Outreach, marketing and community needs assessment
B. Finance including allocation of resources (budgeting), contracting, management of assets, planning, fundraising and development
C. Programming (a committee open to all Members who wish to discuss the quality of Local and National Pacifica programming)
D. Program Screening (an appointed/elected committee established to review potential new programs)
E. Technical and technological development (established to oversee compliance with federal and other broadcast rules and regulations including the establishment of Community Advisory Boards to the extent that Pacifica seeks funding from the Corporation for Public Broadcasting and such boards are required as a condition of such grants).
F. Buildings and Grounds
(1) This committee is charged with evaluating every and all components of the station from the grass (where applicable) outside to the transmitter
(2) Doing routine maintenance.
(3) Recommending necessary capitol improvements
g. Elections
h. Governance and Bylaws
C. Committee Composition
1. May be made up of all interested parties or
2. Decisions affecting composition are made by the Local Boards
3. Full-time staff, in a non-voting capacity, shall be assigned by the Station General Manager to assist and advise each committee.
a. Attendance at committee meetings for full-time staff is at the discretion of the Station General Manager
D. Committee Relationship with Local Boards
1. Committees should recommend policies to the Local Boards
2. Report their activities at regular meetings
3. Request funds and other resources to carry out their duties.
E. Duties of Local Boards/Ongoing
1. Ensure compliance with the purposes of Pacifica as set forth in the Articles of Incorporation
2. Ensure compliance with corporate responsibilities, state and federal law
3. Ensure regular communication with Members and the Pacifica network.
4. Conduct searches for Station General Managers and recommend their hiring to the Executive Director
a. Both the Executive Director and the Local Board must agree for a candidate to be hired.
5. Evaluate the performance of Station General Managers
6. Recommend changes in the status of Station General Managers including but not limited to pay, benefits, and termination.
a. The National Board must approve such recommendations.
7. Take under advisement and act on recommendations of station committees.
8. Generally supervise the operations and management of the radio station.
9. Meet at least nine times per year (monthly), except possibly not during fund drives, at regular times and places as described in the standing rules and to meet at such other times as is necessary in order to carry out the duties of the Local Boards
10. Ensure the execution of Pacifica business decisions concerning that radio station, as required by the exercise of Board powers and authority, as above.
F. Composition of the Local Board
1. Each Local Board shall elect no fewer than 20 members and no more than 35 members including a chair, vice-chair, recording secretary, corresponding secretary and treasurer as well as chairs of the standing committees (see Article 6, B 1, a-h). They shall be elected in January every other year and serve for a term of two years.
a. The size of the Local Board shall be determined by the current Local Board and ratified by the Pacifica Board. Factors influencing this decision shall be the level of work, the size of the community being served and the prevailing attitude in said community.
2. Any member of the Local Board may be elected to the above posts.
3. Each chair and two members elected by the members of the Local Board shall serve on the Pacifica Board
a. The process of electing the chair and the two additional members of the Pacifica Board shall be by the process described in Robert's Rules as "filling blanks."
4. Staff Members shall fill no more than 20% of the designated seats on the Local Board.
G. Manner of conducting business
1. Standing rules shall be adopted to address this question.
Article Seven
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 Robert's 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 Eight
Other Corporate Officers
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 Nine
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)

Article Twelve
Amendment of By-Laws
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's jurisdiction this is applicable) shall be two hours.
Article Thirteen
See Spooner (Article 15)

Pacifica Radio
Standing Rules

1. Time of Meeting/Frequency
Meetings shall take place on the 3rd Wednesday of the month at 7pm. All amenities shall be available until 11pm. (L)

2. Place
In an ADA approved facility (which can hold at least 75 people) within a 10-mile radius of KPFT, 419 Lovett Blvd.

3. Room Set Up
The Local Advisory Board shall sit at tables and chairs that are at the same level as the audience. They should be in a semi-circle facing the audience. The chair should be in the middle, flanked by the Vice President and Secretary. Microphones should be available for all members of the LAB and at least one for members of the audience. Room temperature, lighting, seating arrangements and outside room logistics are at the discretion of the chair.

4. Refreshments
These are under the authority of the chair.

5. Sign In Sheet
A. A sign in sheet shall be pre printed for the LAB name, address, city, and zip code. This form should also contain room for the following phone numbers: day, evening, cell, pager, fax and email.
B. A series of sign in sheets for all members of the audience shall also be provided along with a pre printed roster of previous attendees.

6. Handouts
Mission Statements shall be available at every meeting. They can be read aloud or handed out.

7. Introductions
All LAB members should introduce themselves if no identifying table tents are available.

8. Agenda
A. For the LAB: The agenda shall include the following in this order
Call to order
Roll/Quorum
Approval of Minutes
Report of the Chair
Executive Committee Report (if such a committee exists)
Report of the Station Manager
National Board Report
Committee Reports
Old Business
New Business
Public Comment
Adjournment

B. Committees should follow the LAB model omitting items that are inappropriate for that committee.

9. Who Reports if the leader is absent
A. Vice Chair if chair is absent or their designate if both are absent.

B. Program Director if Manager is absent; if both, their designate.

10. A. Advance Notice of Meetings Their should be at least one week advance notice for LAB meetings

B. Advance Notice of Agendas For LABs at least five days; for committees: at the start of meetings or with 2/3 vote items can be added to the end of New Business.

11. Who Pays for Photocopies and who has Photocopying Authority

The Programming Committee of KPFT

PURPOSE AND RESPONSIBILITIES:
The Programming Committee uses both the Pacifica mission and community feedback to:
1. Advise the KPFT Local Advisory Board about programming issues.
2. Advise the KPFT General Manager and/or the Programming Director about programming issues
3. Review the strengths and weaknesses of current KPFT programming.
4. Evaluate reports regarding available and potential local, national, and international programming.
5. Develop a vision of what KPFT programming ought to be.
OPERATING PROCEDURES:
1. Size: Unlimited.
2. Membership is open to anyone who subscribes to the Pacifica Mission. The general manager of KPFT or Program Director is a non-voting member.
3. Meetings must be open and accessible to the general public as well as members. Frequency: At least monthly.
4. This is an unstructured committee. Technically, this is a committee of the whole under Pacifica by- laws.
5. One member of the Local Advisory Board chairs the Programming Committee and appoints its secretary. The job of secretary can rotate from meeting to meeting.
6. The Programming Committee reports to both the Local Advisory Board and to the General Manager.
7. In order to encourage efforts on the Programming Committee, the General Manager is urged to regularly inform the Local Advisory Board of responses to Programming Committee reports.
8. If the size of the group is too large to encourage participation and the place where the meeting is held permits it, the Programming Committee may divide into working groups. If these exist, they will meet during a portion of every meeting. Working groups have surrogate chairs and secretaries selected by the chair of the Programming Committee.
9. Working groups may establish outreach teams to carry out some of their business including evaluation of current programs.
10. Working groups will make reports to the Programming Committee and these will be forwarded to both the Local Advisory Board and the General Manager. The Programming Committee has the authority to send its advisory reports directly to the General Manager Programming Committee Working Groups
These could be created to:
? Discuss and recommend programming directions including a vision of what programming should become;
? research, investigate, and make specific programming proposals;
? Identify needed resources connected to programming and getting new programs on the air.
? Possible working groups might be related to engineering, news gathering, production work, funding specific programs, or researching community needs and wants. A working group might be created to review the length, frequency, and scheduling of programs. There could be other purposes for working groups.

The Program Screening Committee

PURPOSE AND RESPONSIBILITIES
1. This committee, which meets bi-weekly, is responsible for screening air checks, demos, outlines, and other potential sample audio recordings of potential shows. It should complete its screening within three weeks of submission.
2. It is also responsible for reviewing current programs. It will make recommendations to the Program Committee, the LAB and the General Manager (or their designate) as to whether they are suitable to remain on the air, and if so how they could be improved.
MEMBERSHIP
1) Members are elected or selected for one-year terms as follows:
2) Two members are to come from the KPFT Local Advisory Board. These are nominated and selected by majority vote of the Local Advisory Board.
3) Two KPFT volunteer programmers are chosen by majority vote of KPFT volunteer programmers.
4) Eight listeners, preferably community activists, will be chosen from a list of interested community members. Four of these will be nominated and then chosen by majority vote of the Local Advisory Board and the General Manager will choose four.
5) If a member resigns, replacements will complete the one-year term.
6) There are term limits of two consecutive one-year terms. After a one-year hiatus, additional one- year terms are permitted.
7) Any member of this working group can be removed for poor performance or lack of productive work by a two-thirds vote of the LAB.
RECRUITMENT
1. The Local Advisory Board will use public communications including web postings, KPFT, and other communications media to recruit members for the committee.
2. It will also outreach to organizations where community activists are commonly found in the various communities of Houston.
OPERATING PROCEDURES
1. The chair will be a member of the Local Advisory Board. The chair is nominated and selected by majority vote of the Local Advisory Board.
2. The Program Screening Committee attempts to achieve consensus. If unable to reach this, it uses majority opinion while recording and forwarding dissenting opinions in its reports.
3. Its secretary must record decisions of this group.
4. The Chair or their designate will summarize and report activities of this committee at the next meeting of either the Program Committee or the Local Advisory Board depending on which comes first.
USE OF PROGRAM SCREENING COMMITTEE RECOMMENDATIONS BY GENERAL MANAGER
1. The General Manager is authorized to implement recommendations of this Committee even if the Local Advisory Board has not had time to consider recommendations.
2. If urgent, the General Manager has the right/duty to make programming decisions without the input of the Program Screening Committee.
3. The definition of the word "urgent" is the prerogative of the General Manager