Date: Wed Jul 24, 2002 10:34 pm
Subject: BRC meeting notes, 7/23/02

Here are the notes from last night's meeting, in the new short format. Please let me know if anything is incorrect and I'll fix it-- jross @ LDEO.columbia.edu

Jamie

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WBAI By-laws Revisions Committee Meeting, 7/23/02

Chairs: Janice K. Bryant, Ray Laforest
LAB members: Andy Norris, Marion
Borenstein, Anthony Mackall, Lee Kronik

Agenda:

A. Update on national by-laws, by Janice
B. Role of and by-laws dealing with the national board, led by Andy Norris
C. Straw polls on national control of local programming, led by Janice
D. Update on national by-laws, by Ray
E. WBAI programming on governance-open discussion

A. Update on national by-laws, etc., by Janice

The bylaws framework, expected to be issued by Carol Spooner 10 days ago, has not yet come out, since people have been sidetracked by the Democracy Now! contract. Some area by-laws committees were unhappy with the framework, since it was felt that their work would not be incorporated.

Janice will be gone in August and early September. Ray may also be unavailable at some times during this period, and so Ray and Janice will look for someone else to lead the BRC meetings, perhaps Leslie Cagan or a LAB member.

Janice and Ray did not complete the report of the WBAI BRC's work that was supposed to be submitted on 6/22/02 at the Berkeley PNB meeting.

B. Role of and by-laws dealing with the national board, led by Andy Norris

Andy pointed out that the relation between local and national is a big question for Pacifica, given that the takeover of the last ten years was done from the national level and permitted by by-laws that failed to adequately check the power of the national. He reviewed the basic elements of by-laws, which are to lay out how the board is selected, the rights of all parties, and overall working procedures of the foundation.

He listed specific areas to be covered in by-laws regarding the board of directors. By-laws should specify:
--the number of directors
--their qualifications
--their term of office
--selection process
--frequency and openness of meetings
--quorum
--whether there is an executive committee
--what other standing committees there will be
--how to remove directors
--what officers there will be
--qualifications, duties, term limits, and removal of officers
--duties of the treasurer and other fiscal matters.

From the floor came the suggestion to add "decision-making protocol" to this list, which was popular.

Andy then covered the duties of the board. These include:
--insure that the foundation is following its purposes
--Select the executive director
--critique, support, and advise the executive director
--maintain communication within the foundation
--organizational planning
--ensure that adequate resources are available
--budget
--monitor and strengthen programming
--enhance Pacifica's community standing
--ensure legal and ethical integrity and maintain accountability
--recruit and orient new board members and assess board performance

Andy presented three possible foundation structures, as laid out in Carol Spooner's bullet points:

1. Strong national, weak local: PNB hires/fires executive director, who hires/fires station managers. Station managers report to the executive director, and get advice from local boards, which are advisory. The LABs ascertain community needs, and review policy and programming.

2. Weak national, strong local: PNB hires/fires executive director, who coordinates dtation managers. PNB sets broad policies. The local boards are governing boards and hire, fire and oversee the station manager. The station manager reports to the local board. Two local board members must also sit on the national board for foundation, fiduciary reasons.

3. Hybrid model.

Also, regardless of 1, 2, or 3, there could be a national finance committee and a national programming committee consisting of national and local baord members. The finance committee would coordinate local and national budgets.

The meeting attendees identified the following "hot issues" regarding bylaws for the national board, on which we could have straw polls:

--National control of local programming
--Process of PNB to negotiate contracts and make decisions in general
--executive committee
--how board members are selected/elected

C. Straw polls on national control of local programming, led by Janice

1. The PNB is responsible for insuring that programming at each station is in accord with the mission.
Yes: 32; No: 0; Abstain: 2.

2. PNB can mandate, after consultation with local areas, that stations devote a specified amount of time to programming about governance.
Yes, 16; No, 5; Abstain, 4.

2A. PNB can mandate that stations devote a specified amount of time to programming about governance (no need for consultation with local areas).
Yes, 13; No, 6; Abstain, 1.

3. PNB can mandate, after consultation with local areas, that stations devote a specified amount of time to programming that remedies lapses in Pacifica's mission.
Yes, 18; No, 3; Abstain, 4.

D. Update on national by-laws, by Ray

Carol Spooner [Carol Spooner note below] has promised a draft of by-laws by Thursday. Also, Rob Robinson will submit a separate draft. Carol feels that the by-laws should be written by lawyers, who are experts in California non-profit corporation law. This may cost $15,000-20,000. Rob feels that we can write our own by-laws that will be checked by lawyers.

E. WBAI programming on governance-open discussion

Ray announced that there will be a show on governance this Saturday (7/27) from 1-3. One problem is that Bernard White does not give him much advance notice of when time will be available. Ray is continuing to meet with Bernard. Several in the attendees spoke to the need for more historical background in these shows, since the audience is probably not well informed about the basics. It was noted that at KPFK clips from the background segment have been repeated on later shows. Also, several attendees suggest that callers should be allowed more time. Other suggestions are that carts and more advanced notice are needed. There is a suggestion to form a subcommittee to collect ideas for these shows.

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From: aintmyrtle [Carol Spooner]
Date: Thu Jul 25, 2002 12:46 am
Subject: Re: BRC meeting notes, 7/23/02

Correction -- RAy misunderstood me --

Carol Spooner does NOT feel that the bylaws should be written by lawyers ... who could charge $15,000-$30,000. Carol Spooner reported

that if we went that route it could cost from $15,000-$30,000, and she recommended against it.

I do, however, believe we must have a thorough legal review of any bylaws to insure that they meet the legal requirements of the nonprofit law of California (which governs Pacifica) ... and that the language is as clear and unambiguous as possible.

--Carol