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WBAI By-laws Revision Subcommittee meeting minutes

By-laws Revision Subcommittee meeting



Chairs: Ray Laforest, Janice K. Bryant Also in attendance: Leslie Cagan (chair, PNB), Andy Norris (LAB)

A. 2 Proposals by Donna Gould regarding selection of the PNB
B. 4 proposals by Larry Romsted to expand power of listener-members given in Wonderwheel proposed by-laws

After each proposal a straw poll was taken.

Steve Brown and Jim Dingeman also came prepared to make presentations. However, there was not enough time

* * * * * * * * * * * * *

Donna Gould's Proposal 1: There should be no appointed seats on Pacifica Board

Steve Brown: Why don't go over all three proposals so that the first one doesn't go over something that will be presented more fully later?

Larry Romsted: I can cut things from my presentation that were done earlier.

Steve Brown: Old PNB got control by appointing people, who then worked together to form their own executive committee, change by-laws, marginalize dissidents. This could happen again. There is no protection for the electorate in this situation.

Leslie Cagan: Does not agree with the proposal. She is not confident that the elections process will give the right mix of people to provide leadership. Both PNB and local boards need to be leadership bodies. There should be a mechanism so that the elected board could fill itself out with appointed members. These appointees could still be recalled by listeners to ensure accountability.

Listener: Could appointees be ex officio?

Leslie: No, they would be voting members.

Tom Gregg: As a reply to Leslie—Now we can trust the members of PNB to appoint good people, but in the long run this may not be so.

Listener: Would there be a limited number of appointed seats?

Leslie: Yes. The PNB used to work so that each local board sent two members. These ten could appoint up to five more. I favor this model.

Donna: The Wonderwheel proposal calls for this (10 elected plus 5 appointed).

Brad: Actually Wonderwheel calls for up to 5 appointed.

Steve (not Brown): How will vacancies be filled on PNB?

Donna: That is a different question. The five seats in the Wonderwheel proposal can be done even when there are no vacancies.

Listener: Vacancy issue is relevant.

Donna: Let's decide on this and worry about vacancies as a separate issue.

Paul Surovell: I feel the question is too absolute. There are many considerations. Wonderwheel brings up one—if the members sent by the local boards are less than 50% people of color, the PNB can appoint as many as necessary (up to 5) to make itself 50% of color. Also, to rebut Steve Brown, one difference between the new PNB and the old is that there will be the power of recall, which can be used if there is any problems with the PNB.

Larry Romsted: I take Steve Brown's position. We should not let go of the process of transformation from a self-appointing organization to a democratic one because of lack of trust of the electorate. It is possible for a board to get advice, etc., that they need. But being on the board is a political position—PNB people have to run for office, campaign, etc. We should preserve that. Appointed seats represent a small group of people selectin who they want. They are making a political choice with no advice from the electorate.

Ray Laforest: Steve Brown is correct in saying that the previous PNB stacked the board, but they did so in violation of existing regulation. Also, if the public elect both the local and national boards, then there is no difference. How do you divide power between them?

Janice: Let's take questions—only questions.

Bill: We could limit appointees to only two, and demand super-majorities, so that appointees' mischief would be limited.

Susan Lee: I'm concerned that the board may not have the expertise it needs. How, if all PNB is elected, how do you meet the needs of a board?

Manijeh: Is it possible to have at-large members who are elected nationally?

Donna: That's another idea, but this is about appointed seats.

Eve: Why can't we make more comments?

Janice: Because there is no time.

Mary: The recall power may not be a certainty, right?

Several voices: Right

Nydia: Question for Leslie. Did you feel that appointed seats would only be for the transition period, or for the long run?

Leslie: I don't want to rule out the possibility of appointed seats.

Straw poll: There should be no appointed seats on the PNB

Agree: 18
Disagree: 8
Abstain: 4


Donna Gould's Proposal 2: How shall PNB members from each area be elected—both by local board, both by listeners, or one each?

Donna: In the Wonderwheel by-laws, one PNB member shall be elected by listener- members and one by the local board. This question addresses that point. There are three choices.

Steve Brown: There is another choice. 2 members can be elected by local boards, and 1 more by the listener-members. I plan to present this proposal later.

Donna: People can bear in mind that Steve will make this proposal later.

Janice: Isn't this question problematic? We don't know for a fact that there will be exactly two PNB members from each signal area.

Leslie: Re-pose question: How shall PNB members be elected, only by the local boards, only be listeners, or by a combination?

Donna: Accepts suggestion.

Listener: Is there anything in by-laws stating that the PNB members must come from the local board?

Leslie: This question is how they will be elected—it doesn't deal with who they are or what group they come from.

Robert Johnson: Listener-members means members of a specific signal area, right?

Donna: Yes

Susan Lee: If this has not been discussed in meetings, how are we taking a straw poll? It's a very important issue. A few people speaking for a minute is not adequate discussion.

Larry: It has not been formally discussed at meetings, but has been elsewhere.

Ray: We are moving faster than previously. Susan is right.

Donna: How many people feel we should not take a straw poll tonight, in view of what Susan has said?

(Vote number not reported on tape)

Donna and Janice: We will proceed with discussion and straw poll.

(Some time spent lining up speakers, pro and con for each point)

Leslie: I suggest that we ask for speakers on this issue in general, rather than point by point pro and con.

Eve: I advocate that listener-members be the only ones to elect local and national boards. It could be done in one election. Listeners pay for the stations, and are the ones to whom the foundation needs to be accountable. Appointed people do not represent listeners and are not accountable to them

Carolyn: Agree with Eve. But, if the local board is the elects PNB members, these elections should be open. Also, if there are at-large PNB members, they should be elected.

Manijeh: I favor both local board and listener-members electing PNB members. Local board is elected by listener-members, but doesn't want local board to be the only one to choice.

Bill: I agree with both listener and local board electing to PNB. This is not anti- democratic, since local board is elected. The separation of powers is good.

Berthold. I'm against listeners electing PNB members. The election process is cumbersome. Too many elections is problematic. The local board should choose a PNB member only after working together for 6-8 months, so that they know each other, who is qualified, etc.

Janice: How would the network operate without a national board for 6-8 months?

Berthold: Good question—maybe the interim board.

Leslie: The settlement allows three months before the local board has to choose PNB members.

Berthold: A check for listeners is that they could recall the local board.

Carolyn: Q for Berthold—Are you in favor grandfathering any members of the local board?

Berthold: No.

Steffie: How the PNB is elected depends on what its powers are. If the PNB is only a coordinating body, and most power resides locally, then the local boards should elect the PNB. I favor a stronger PNB, however, that is a leadership body that has plays a role in policy, finances, etc. In this case, we need a diverse PNB and should be elected by both listener-members and local boards. There is a need for more thought on what qualities are needed on the PNB.

Jim Dingeman: Susan and Steffie raise good points. These are complicated issues. As for unanticipated needs on the PNB, there should be at-large members that are elected by listener-members. We do not want to be tied down by the kinds of PNB members that that come from local boards.

Marcia: I favor listener-member elections, because it would force more public interaction with Pacifica leadership. This would lead to transparency, coverage on the radio.

Straw Poll on item 2: How should PNB members be chosen?

12 By listener-members and local boards in combination
5 By local board only
6 By listener-members only
7 Abstain

* * * * * * * * * * * * * *

Donna offers to stop, because of time.

Ray: We can make a choice. Spend more time on each presentation, and push some to next week, or hurry through them

Donna: Most of these items are not controversial. They include, should there be an executive committee on the PNB, which may be a hot item, should PNB meetings rotate between station areas, which is obviously yes, and should listener members be able to propose adoption, amendment and repeal of articles of incorporation.

Larry: I support Ray's idea to take more time, because people are uncomfortable with rushing through.

Janice: There is a lot of overlap between presentations.

Ray: voting is good because it makes people think about it.

Donna: I suggest that Larry choose his questions carefully, to allow more time for discussion. This is an indication that we need more time than we have.


Ray introduces Larry, who will present some modifications to the Wonderwheel by-laws.

Janice: We are modifying the by-laws based on the distortions of the coupsters. We had by-laws before. Now we are thinking that we have to change everything based on the coupsters. We need to start thinking of what they did as an aberration.

Larry: I have six items, which are listed on a handout. The handout contains 14 modifications to the Wonderwheel by-laws, which are condensed into 6 questions on the front. The handout also contains by-laws language. We are being asked to discuss and vote on the questions, not whether we endorse the by-laws language.

Question 1: Should there be a national listener-member national by-laws convention in 4 years (more or less)?

Larry: The by-laws revision process should be thought of as an experiment, which we will need to evaluate over the next few years. There should be a convention to decide whether to revise the new by-laws, leave them alone, or write new ones. It should be a listener-member convention. Also, all the proposals Larry is presenting are designed to empower listener-members as voters more than the Wonderwheel bylaws.

Larry: I'd be happy to adjust the date of this convention—it doesn't have to be four years. Also, the main thing we are voting on is the idea, not the specific language here as written.

Paul: Who would attend this convention and who would be entitled to vote?

Larry: there would be a special election in each signal area to select representatives to go.

Paul: Would that be duplicative of Local board elections?

Larry: No, this is a special convention.

Janice: Who would pay for it?

Larry: Don't know.

Andy: Whatever the convention comes up with should be approved by PNB and Local boards.

Larry: Correct. Also they would have to be approved by listener-members.

David Combs: Could we add a separate vote for a convention in two months, for this set of bylaws?

Janice: This proposal stands alone.

Leslie: By-laws should be hard to change, thought there should be some flexibility. This process makes me nervous. It seems that there will continuously be elections for something or other. Not sure that this should be built into the by-laws.

Larry: Now all the representatives on PNB and LABs are unelected. They will be writing and approving by-laws, without listeners having a say. In case the new by-laws are problematic, this proposal would offer a possibility for them to be changed. It will not be easy, because they will have to be approved by all listener-members.

Robert: How would this be different from elected listener representatives on local and national boards meeting to work on by-laws?

Larry: This convention will be an intentional, specific event to re-evaluate the by-laws.

Janice: I would like to see Pacifica do what it's supposed to do—radio--and not get involved in continuing to work on governance. It's like it's turning into a different kind of thing.

Larry: Now we are in by-laws mode, as a listener organization. Would not want to interfere with the purpose of the radio station. This relates to selection of the local and national boards.

Janice: Governance ought not be a reason to be.

Larry: We could make mistakes in these current by-laws, and there needs to be a chance to evaluate them. It will happen only once.

Ray: Would this be a one-shot thing?

Larry: Yes.

Carolyn: Now the current group that will have to approve the by-laws will be in effect voting themselves out of power. Since that's a difficult thing to do, we need this proposal as a check.

Susan: We are getting away from the question of how to make good radio, that relates to the mission. This ought not be merely a time to review the by-laws, but to revisit what kind of radio Pacifica should do.

Larry: The stations should not be directly influenced by us. This is all about preparing for an election this fall, and then how the station boards will function. This is not about how the station will function.

Susan: I feel that many people in this group want to run the stations and run programming.

Larry: Cannot answer this charge.

Marcia: The radio station would have been gone if not for listeners empowering themselves and the stations. Now listeners are like a constituency. Tranforming the world is part of WBAI mission. Subscribers are right to demand accountability and a voice. Now I feel an obligation to contribute and want reciprocity.

Janice: Was there reciprocity before?

Marcia: No—I felt she had no rights. We are transforming from audience to something else.

Fred Ngyuen: The real governance of Pacifica is the mission. Now listeners in Washington and Houston may well elect boards and PNB reps that do not represent the mission. Listeners won't know in the end won't know how to defend the mission. Most listeners did not come out to defend the stations—they were happy to give money.

Mary: The goal of course is good radio at Pacifica. However, we need to transform governance to protect stations. There is a delicate balance between the two.

Manijeh: We are talking about revisiting the by-laws that are now being written in a rush. Perhaps there will be room for improvement. This proposal will be a safeguard against the possibility of getting bad by-laws. We may realize problems over the next four years.

Ray: we will not have enough time for all tonight's presenters.

Jim: I'll give up my time tonight.

Janice: We'll collect money now to pay for this space.

Larry: I have six points in total.

Marcia: Can Larry, Jim and Steve make a summary of their points tonight? Then we can think about it for next time and vote then.

Ray: The numbers on the vote is not that important, the main thing is to think about it.

Jim: I support convention idea, as a check. In the past there was no way to scrutinize things like the healthy station project, so most people did not know about them. The convention proposal should be institutionalized.

Tom Gregg: The proposal is kind of radical, because it requires that the by-laws be changed, and gives listeners a lot of power. Listeners should have power over by-laws through their elected boards.

Larry: Proposal does not require by-laws be changed. If the text gives that impression, then it should be rewritten.

Listener: It says "review, revise and re-ratify."

Larry: The convention could decide to leave the by-laws alone, or it could make proposals to listeners. Let's vote simply on the idea of a convention—don't pay too much attention to the exact wording of the proposal.

Eve Moser: I support the convention in four years, but would prefer it be repeated every four years or so.

Listener: Pacifica stations will always be short on money and time. We don't need a convention. There are other means to change by-laws, for example in Larry's other proposals.

Carolyn: The objections to this proposal rest on the supposition that we will elect boards. But this may not happen—there are other proposed ways to select boards. So this convention would be valuable in this situation.

Bill: Isn't this redundant given other ways to change by-laws?

Larry: Actually, the other means to change by-laws with listener input may not be approved.

Mike Beasley: Why do we need a convention? There are other ways to change by-laws. Also it's logistically difficult.

Steve (not Brown): I suggest that in elections over next three years, we attach to the ballot a question whether it is felt that a national by-laws convention be held.

Jim: Convention should be every four years. Many decisions and practices over past thirty years were not reviewed. There need to be other checks and balances. More redundancy means greater likelihood of achieving accountability and transparency.

Janice: Why does everyone feel that the board members chosen in the fall will not actually be elected?

Larry: Right now all boards are not elected—and these boards will be writing the by- laws. We need to examine what they do with their power. A Mandatory review makes sense.

Steffie: Without air time, convention attendance will be limited. Air time is a critical check.

Straw Poll: Should there be a national listener bylaws convention in four years (or so):

Yes: 17
No: 11
Abstain: 4

* * * * * * * * *

Larry skips by item #2.

Next item: 3) Should listeners have the power to propose

a) formal motions that must be considered
b) foundation by-laws
c) Articles of incorporation
d) Referenda

Larry: These are powers that would be given to listeners. The details need to be worked out, e.g. how many names need to be on a petition.

Janice: Why are we talking about the Articles of Incorporation?

Larry: The Articles of Incorporation have been amended over the years.

David: Including the Mission Statement?

Larry: Yes. Also, the Wonderwheel bylaws give listeners the power to vote on changes in the Articles of Incorporation, but not to propose them. This proposal adds that listener members can make proposals.

Leslie: Confusion: Is it listener-members or their representatives?

Larry: Even though local boards are listener representatives, they may not always be responsive, and so there needs to be a way for listener-members to make proposals directly.

Larry: Take out the words "or their representatives."

Donna: Needs more details. Can any listener go to a board meeting and make proposals that must be considered?

Larry: There should be a petition structure.

Donna: Agrees.

Larry: There should be a threshold number on petitions.

Steve: The purpose seems to be to force the PNB to bring up items of concern to listeners that the boards might otherwise ignore.

Listener: General meetings as proposed by Roger Manning, may be a mechanism for this. Also, last week, we covered listener-member's ability to ratify adoption, amendment, and repeal of by-laws.

Larry: The difference is that here they can propose things.

Brad: Agrees that we don't want make PNB and local board meetings too contentious. Does not agree that the board should be required to take up motions brought by listeners. Does agree with the idea that listeners bring proposals for possible consideration. Does not like listeners' ability to change articles of incorporation.

Brad: Articles of Incorporation should be carefully protected.

Jim: Perhaps, if the Folio is reinstituted, there could a place in it where proposals for by- laws, motions, etc., could be distributed. Also, Article of Incorporation were changed in past, without listeners having any input at all.

Janice: Won't elected representatives to boards be accountable to listeners? Why do have to keep thinking about why we have to stop them?

Mike: The board could get bogged down in considering proposals and not get other work done. We need to trust our representatives. They are not paid. There should be a right to petition, but it does not guarantee it will be looked it. Every voter should have the right to petition.

Berthold: If there is a reasonable threshold, 1000-2000, that should be adequate to represent the will of listener-members. So their proposals should be considered at PNB meetings. The board will not be overwhelmed with petitions.

Marcia: Question is that there should be a feedback loop for discussion. There has been a lot of turmoil the years. All these proposals are about creating more active listeners, and sharing information. Powers that be cannot stamp out the grassroots listener movement that has arisen over the past several years. So how do we make the movement intelligent, make a good marriage between listeners and the rest of Pacifica?

Brad: Agrees with Marcia—we do want to become radio activists. But also agrees with Janice. This discussion lends itself to contentiousness. We need to trust our representatives and elect people we can trust. We need to have faith in what we're doing.

Berthold: Can't trust anyone totally. For example, some of my friends gave a lot of effort to unseat Duvalier, then turned around and stole money in Haiti. I trust process over people. (applause)

Jim: Jeffrey Blankfort said, "Power corrupts instantly at Pacifica." (laughter) The need for structure is not a personal thing. We need structures to counter the possibility of problems.

Manijeh: Since there will be a threshold for petitions, the board will not be swamped and has the responsibility to consider those that achieve the threshold. There must be structures that protect against possible problems.

Larry: Let's vote

Fred: What is the difference between referenda and formal motions?

Larry: Very little.

Listener: Are they binding referenda?

Larry: Yes. Let's focus on the concepts: One problem with our legislatures is that we have no direct way to get them to do anything. Why can't Pacifica be different?

Vote on Larry question #2: Should Listener-members have the power to propose

a) Formal Motions
Yes: 25
No: 1
Abstain: 4

b) National by-laws
Yes: 22
No: 3
Abstain: 5

c) Articles of Incorporation
Yes: 10
No: 10
Abstain: 8

d) Referenda
Yes: 17
No: 4
Abstain: 5

* * * * * * * *

Janice: Now there are 40 people at these meetings. I don't think we'll ever get 1000 people to a by-laws meeting. So what we are saying is that we want a small core of people making decisions?

Manijeh: We need to broaden who makes decisions. The PNB is now only 12-15. Now we can increase that number to 1000 or whatever.

Marcia: I keep going back to the idea that there were many people who boycotted. Even though it was not an intrinsic issue to their families, they got the message to hold their money back. We are building listener literacy. This is an opportunity.

Janice: There is a difference between boycotting and devoting 2-3 hours a month to radio activism.

Larry: Janice is changing the direction of the meeting. I'd love to get this done and get back to having good radio be the prime focus of what we do.

Robert: The issue that underlies the discussion is how do we get from forty "listener- activists" to a group of say 500 that will really be representative.

Larry: This is a discussion about creating governance out of nothing, to create democracy where it has never existed. Everyone says we need air time. There is a need for discussion about democracy in the U.S.

Leslie: So far we have focused mostly on how to give a voice to listeners in Pacifica governance. That is good, but only one part. What about programmers? They also need a voice in governance.

Larry: I agree, but every part needs discussion.

Manijeh: What we need to do is have political education about governance in this country. What governance structures are possible so that people can respond politically? Educating people is part of the mission of Pacifica. It should be a vehicle for education about political process and alternatives.

Jim: These issues have to be discussed on the air 4-6 hours a week, in detail.

Mike: Getting on the air now, you'll see how people feel when the drive goes into the pot (The rest is inaudible.)

* * * * * * * * * * * * *

Discussion on Larry's point #4: Should the decisions of the PNB be transparent?

Larry: To me this means they make their decision in public.

Leslie: Pacifica is incorporated in California, which requires by law that we have open meetings. This was a complaint in one of the lawsuits.

Eve: So we don't have to discuss this.

Bob Lederer: Even though California law requires it, it makes it stronger if it is explicitly written in the by-laws

Vote on #4: Should decisions be transparent? (except for personnel and litigation issues)

Yes: all but 2 (say about 25-30)
No: 1
Abstain: 1

* * * * * * * *

Larry: I'm not going to do this one, but I ask you all to look at the handout point 6, which requires a judiciary committee to review constitutionality of by-laws changes, etc.

Discussion on Larry's point # 4: Should listener-members have the power to ratify a) articles of incorporation, b) changes to bylaws.

Larry: The point of this proposal is that the final authority to changes to by-laws and articles of incorporation must be the listener-members. In other words, if PNB or executive members want to make a change they must write a resolution which will be distributed to listener-members.

Leslie: I do not like the words "sole power." Power should be distributed. (Larry's original wording used the words "sole power").

Mike: Ratification of by-laws by the members is common practice in for-profit organizations.

Larry: "Ratification" is a better word. (Larry accepts the change and also removes "sole power" as per Leslie's suggestion.)

Marcia: What about staff? Are they also listener-members?

Larry: Yes. Wonderwheel says that only executive members (local board members) will have the power to ratify by-laws changes. I want to give that power to the listener- members.

Listener: But you want to give listener-members the power to propose and ratify by-laws.

Larry: Yes. But this is a separate proposal.

Listener: But you could have a situation in which listeners propose and ratify by-laws.

Larry: Yes, but the entire listener-member body has to ratify. Only a section of the listener-members is needed for proposal.

Listener: It looks as if a listener group could propose a change, and also have the sole power to ratify. How many are needed to ratify?

Larry: Proposals for changes to by-laws and articles of incorporation can be included on ballots that are used for local board elections.

David: What if the board doesn't like it and the listeners do?

Larry: Then it will pass.

Jim: Again this points to need for structures of education on these issues. There are probably 60,000 listener-members throughout Pacifica. There needs to be a way for these things to be discussed in front of the listeners.

Listener: Does it take a 50% majority, or 2/3 to ratify changes?

Larry: I did not specify. This is merely a straw vote on the concept. All this says that proposals for changes to by-laws, etc., that it must be voted on by listener-members.

Janice: From the beginning, we have said we are only trying to get a sense of the body. Things are not etched in stone.

Larry: I agree that the language will not be easy to write.

Pat: Ratification is too important for a simple majority. Perhaps it should be 2/3 or ¾. It's hard to vote without more specifics.

Steve Brown: Maybe the way to think about it is as a veto. In other words, the by-laws or articles of incorporation cannot be changed without listeners having the last word. The PNB can also have a veto. But then the listeners could get a new PNB.

Larry: I want listeners to have the power to pass by-laws, not merely veto. But it should not be easy.

Donna: What about the role of the PNB and local boards in ratification?

Larry: I have not yet set a structure for that.

Leslie: The proposal assumes that if the listeners are ratifying something, it had to be passed by someone, the PNB.

Vote on Larry's proposal #4: Should listener-members have to power to ratify changes in
a) Articles of incorporation
Yes: 18
No: 0
Abstain: 11

b) By-laws
Yes: 17
No: 0
Abstain: 9

* * * * * * * * * * *

Janice: Next week will Steve Brown and Jim Dingeman come ready to present?

Steve and Jim: Yes.

Mary: I propose that we meet on at least one Saturday, in order to give us more time.

Leslie: I like this idea, but I propose that we do this after we get the first draft, since it will require examination.

(Discussion that is inaudible—meeting starts to break up)

Leslie: My understanding is that Carol is chair. One person will be designated from each signal area to take all minutes, proposals, etc. (inaudible)

Manijeh: Will the draft be looked at by lawyers?

Janice: Yes.

Janice: Does anyone here know of an organization with the kind of by-laws that we are working on here? I'd like to see what it looks like.

Carolyn: How many here think that Janice and Ray should go back to the station with a firm request for air time for these issues? (about 15 hands go up)


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