IMPORTANT NOTICE TO PACIFICA AFFILIATE STATIONS

The interim Pacifica National Board invites you to nominate a person or persons to sit on the Pacifica National Board. Please help contribute to the future leadership of the Pacifica Foundation and help the foundation build forward-looking vision that includes the important perspective of our rapidly growing network of affiliated community radio stations.

Nominations must be submitted in writing and received by: February 15, 2004 Send Nominations to: Foundation Secretary, Carol Spooner. carolspooner@pacifica.org The 20 newly elected Pacifica National Board of Directors (PNB) will hold its first meeting in March 2004. As their first order of business, the new directors (representing the five Pacifica listening areas) will elect two additional “affiliate directors.” Newly elected affiliate directors terms will begin immediately upon their election. The term is one year. “Affiliate“ board members hold the same responsibilities as other board members, as stated in the Pacifica Foundation’s bylaws.

According to the new Pacifica bylaws, any Pacifica Affiliated Radio Station will be qualified to nominate directors filling these “affiliate seats”. Qualifying affiliated stations must have a written affiliation agreement. Electronic form (email) is preferred. Stations may submit any number of nominees.

Any associations of affiliated stations formed by Pacifica affiliated stations can also make nominations for “affiliate seats”. For information on forming an association, see bylaws below. Associations may submit any number of nominees.

Pacifica is currently aware of one affiliate association being formed for the purpose of nominating PNB board members. If you wish to contact them for information, please contact Vicki Santa, WMNF, at vicki@wmnf.org or 813-238-8001 x17.

If you choose to form an association please notify the Foundation Secretary (Carol Spooner) at carolspooner@pacifica.org and the chair of the Affiliates Committee (Teresa Allen) at teresaallen@pacifica.org. Please read copy of bylaws provided below for specific procedures for forming affiliate associations.

When submitting written nominations, include: a written explanation of nomination procedure for selecting the nominee(s) and certification from the station general manager, or the governing board secretary of nominating affiliate stations, or by the secretary of the association of affiliate stations. In addition, each nominee must submit his/her resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary will forward to all Foundation Directors all materials submitted supporting each nominee not later than March 1st. PLEASE READ THE PACIFICA BYLAW EXCERPTS PROVIDED BELOW FOR COMPLETE UNDERSTANDING OF ALL PROVISIONS AND REQUIREMENTS

For information regarding the nominations procedures contact:
Pacifica Foundation Secretary,
Carol Spooner,
carolspooner @ pacifica.org
Telephone: 707-526-2867

ARTICLE FIVE
BOARD OF DIRECTORS OF THE FOUNDATION

SECTION 1. BOARD OF DIRECTORS - ELIGIBILITY, NUMBER, POWERS AND DUTIES

A. DIRECTORS DEFINED
Directors are those natural persons who have been elected to and are serving on the Foundation's Board of Directors ("Board").

B. ELIGIBILITY
Any Delegate who is currently serving as a Delegate and has served at least one (1) year as a Delegate is eligible for election to the office of Director by the Delegates for his/her radio station area subject to Section 3 of this Article of the Bylaws. Any natural person who is not currently serving as a Delegate for any radio station area is eligible for nomination and election as an "affiliate" director or an "at large" director, subject to Section 4 or 5 of this Article of the Bylaws. Notwithstanding the foregoing, no person who holds any elected or appointed public office at any level of government -- federal, state, or local -- or is a candidate for such office, shall be eligible for election to the position of Director. A Director shall be deemed to have resigned the position of Director if s/he becomes a candidate for public office or accepts a political appointment during his or her term as a Director. This restriction shall not apply to civil service employment by governmental agencies.

C. NUMBER
There shall be a minimum of twenty-two (22) and a maximum for twenty-three (23) Directors of the Foundation. The Board of Directors shall fix by resolution, from time to time, the exact number of Directors within the minimum and maximum numbers permitted herein. The Board shall have equal representation from each of the Foundation's five radio stations. The Delegates from the five Foundation radio stations shall each elect four (4) Directors: three (3) of whom shall be Listener-Sponsor Delegates and one (1) of whom shall be a Staff Delegate -- for a total of twenty (20) "Station Representative" Directors, as set forth in Section 3 of this Article of the Bylaws. In addition, the Board shall elect two (2) "Affiliate Representative" Directors from nominees submitted as set forth in Section 4 of this Article of the Bylaws. If the Board, by resolution, fixes the number of Directors at 23, then one additional Director shall be nominated and elected as an "At-large" Director as set forth in Section 5 of this Article of the Bylaws.

[...]

SECTION 2. TERM
The term of a Director shall be one (1) year. A Director may serve no more than five consecutive one-year terms. A Director shall not be eligible for further service as a Director until one year has elapsed after the termination of a Director's fifth consecutive one-year term.

SECTION 4. NOMINATION AND ELECTION OF AFFILIATE REPRESENTATIVE DIRECTORS

A. NOMINATION
Any Foundation "affiliate station" (as defined below) or any association of affiliate stations may nominate one or more candidates for the two Affiliate Director positions on the Board. Nominations shall close on February 15th each year and shall be submitted in writing to the Foundation Secretary. Every affiliate station or association of affiliate stations submitting nominee(s) shall include with said nomination(s) a written explanation of its procedure for selecting the nominee(s). Said statement shall be certified by the station general manager or the governing board secretary of each affiliate station nominating said candidate(s) or by the secretary of the association of affiliate stations, as appropriate. In addition, each nominee shall submit his/her resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary shall forward to all Foundation Directors all materials submitted supporting each nominee not later than March 1st.

For purposes of this Section, an "affiliate station" shall be defined as any non-profit non-commercial broadcaster that broadcasts programming provided or distributed by the Foundation pursuant to a written agreement with the Foundation, including, for example, community radio stations, internet broadcasters or digital broadcasters, as such technology may be developed. An affiliate station shall not be a radio station whose broadcast license is held by the Foundation. For purposes of this Section, an "association of affiliate stations" shall be defined as any group of affiliate stations that have joined together to form an association, provided that said association has adopted bylaws and its membership is limited solely of affiliate stations.

B. ELECTION
As the first order of business at the Board meeting in March each year, the Directors present and voting (excluding any then current Affiliate or At-Large Directors from the vote) shall elect two (2) Affiliate Representative Directors from the nominees submitted by affiliate stations and/or affiliate station associations, using the Single Transferable Voting method. Affiliate Directors shall serve for a one-year term, which shall commence immediately upon their election.

To read a complete version of the new Pacifica Foundation Bylaws:
www.pacifica.org/governance/PacificaBylaws-new.html
[or wbai.net/bylaws/bylaws_03.html]