Bylaws proposal for combining methods of distributing decision making authority at Pacifica
What follows could be considered a "hybrid" or "compromise" proposal between Drafts A (WPFW/Robinson) and B (KPFA/Spooner), in terms of the relative powers of the Local and National Boards and the Executive Director. This came out of a discussion at the August 20 meeting of the WBAI By-laws Revision Subcommittee, where widespread support was expressed for developing such a model. A very similar version of the following proposal was presented and distributed at the following meeting on August 27. There was preliminary discussion, which will continue at the next meeting. Feedback is welcome. Also, I would welcome anyone who wants to work jointly on a next draft of this that fills gaps, tightens language, and incorporates whatever feedback is forthcoming. (Note: I am leaving town Friday, Aug. 30 and will be unreachable until Wed., Sept. 4.)
(Note for those who read the hard copy given out at the 8/27 meeting: Since then, I have made considerable revisions/additions to the preface and the "reference note and thoughts" at the end. In addition, I fixed several problems in Sections 4 and 5 identified at the meeting and subsequently.)
The following are very tentative suggestions by WBAI listener activist Donna Gould and WBAI producer Bob Lederer, offered mainly to stimulate more focused discussion on the options for SHARING power between the local and national boards. We are in no way wedded to this, and welcome all constructive criticisms and suggestions. (Note from Bob L.: Since the time Donna and I agreed on a first draft of this on 8/27, I have made several revisions but have, despite repeated attempts, been unable to reach Donna to obtain her input; she is out of town. Thus, I cannot guarantee that this version fully represents her views, but in the interests of time, think it’s important to put this out now.)
This is based on a model that separates Local Station Boards from a National Board of Directors. Unlike Draft B, it does NOT authorize each Station Board to exercise "all and any corporate powers of the Pacifica Foundation with regard to that station." It is based, instead, on the notion of shared power in decision-making. Whether or not the Station Boards would be defined as standing committees of the National Board of Directors is unclear -- legal advice would be helpful here.
In general, this proposal provides that local decisions and problems that are beyond the scope of the General Manager's day-to-day administrative discretion would no longer be addressed by an executive-based, often top-down "chain of command" -- i.e., Executive Director to General Manager (or occasionally vice versa). Rather there would be a collective, bottom-up "legislative" process, first locally, and for key decisions, nationally -- i.e., Station Board (usually in conjunction with General Manager) to National Board committee to -- in very limited circumstances -- full National Board.
Under this scheme, the Executive Director would be an ex-officio adviser to the relevant National Board Committees on these issues, and -- once decisions are made -- the administrative implementer of any aspects where her/his involvement is needed. This would move Pacifica away from a model where a sole executive--even if installed and technically firable by an elected National Board--has sole decision- making power over vital matters affecting local stations, with little recourse in case of decisions they disagree with.
The main point of our draft is to specify with whom the Station Boards
will consult about particular decisions. Our model provides that in
most cases, such decisions could only be overruled by the National
Board in exceptional cases in which that National Board finds that the
local decision is either:
This "fail-safe" provision is necessary for two reasons: 1) to ensure that the National Board can meet its fiduciary responsibility for all five stations, while avoiding the need for Pacifica to purchase expensive liability insurance for the huge number of Station Board members nationwide; and 2) more importantly, to fulfill the National Board's broader responsibility to see that no station departs from the fundamental social goals of the Foundation due to problems with a particular elected Station Board.
We can't forget that some of Pacifica's stations have gone through years of "ideological cleansing" of leftist programmers, especially those serving communities of color, which in turn has led to a huge loss of progressive listeners. That programmatic skewing is only gradually being reversed in some stations. While Station Board elections are both required and essential, it is uncertain whether the short-term results will be mission-supportive Boards at all five stations.
Also, there have been past instances where even well-intentioned, progressive local boards (not just at Pacifica) got caught up in a mutually reinforcing relationship with a dysfunctional or even actively harmful General Manager. Elections, even with recall, don't necessarily prevent this human dynamic. This risk could be heightened if that Board itself hires and later reviews the Manager with no outside scrutiny--Board members can develop an emotional investment in validating that person's performance, lest they be shown to have erred in their initial choice. Thus the need for external checks and balances by a majority of National Board members from other signal areas, with the input of the Executive Director.
Note that not all issues of Station Board authority are covered here, so more work remains to be done.
Nor does this version address or endorse a specific method for choosing National Board members, although it is based on the general idea that they should be democratically chosen and recallable -- either elected by the Station Boards (which are themselves elected) and/or elected directly by Station listeners and staff.
Duties: The ongoing duties of the Station Boards with regard to their stations are:
1. Conduct community needs assessments in order to evaluate the station on the fulfillment of the Foundation's Mission. Mandate change (if needed) in the direction, though not the specific details, of programming.
2. Monitor the station's compliance with corporate responsibilities and state and federal law.
3. Ensure regular communication with the station's members and the broader listenership. This includes announcing and arranging for the occurrence, conduct and broadcast of open Public Advisory Meetings.
4. Play the central role in the selection and review of the General Manager, as follows:
5. Play a major role in the process of station budget development and approval, as follows:
In consultation with the Station Board and staff, the General Manager
would develop a proposed annual budget for the station and submit it
to the Executive Director and the Station Board simultaneously. The
Station Board would then review the proposal in consultation with the
Executive Director, make any needed changes, and submit it to the
National Budget Committee of the National Board (on which the
Executive Director would sit as an ex officio member). After the
Committee makes any needed changes, the full National Board would
review and vote on the budget. In the two rounds of national review
(National Budget Committee and full National Board), only those
changes urgently needed to conform to the Pacifica Mission or insure
financial stability could be made. [An alternative, perhaps better,
approach would be blend the local part of the process described above
with Article 6, Section 4 ("National Budget Committee") of the Draft B
(Spooner/KPFA). That language allows considerable leeway for that
Committee and the full National Board to alter the Station Boards'
budget proposals, not simply for the narrow reasons suggested here.]
*We are proposing that the by-laws include a National Personnel Committee of the National Board, composed of one National Board member selected by each Station Board from each of the five stations, with the Executive Director as a nonvoting ex-officio member. The reason for proposing that the local Search Committee include that station's rep to the National Personnel Committee is so that the latter body will have the benefit, in its deliberations, of someone who fully participated in the local search/selection process and thus can advocate and answer questions about the process used and the rationale for the Search Committee's decisions.
Reference note and additional thoughts by Bob Lederer:
When fashioning any set of checks & balances between local and national boards, we should keep in mind recent publicly posted comments by Carol Spooner, in response to questions from WBAI listener activist Jamie Ross:
"...the full board has a "duty of care" as to the supervision of ALL foundation activities, at all stations. The board may delegate its authority to supervise station activities to an Executive Director, a General Manager, or to a committee of the board ... so long as the board believes the the individual or committee is COMPETENT. However, if the board delegates its station supervisory authority to a committee that is made up ENTIRELY of directors, then the presumption is that the committee IS competent ... and the rest of the directors would NOT be liable for their acts unless something REALLY BAD went on for a long time and the full board knew about it and did nothing about it."
"On the other hand,if the [national] board delegates its supervisory authority to a committee [such as a Station Board] that is NOT made up ENTIRELY of directors and includes some non-directors, then the…board of directors must 'supervise' the committee (just like it would an Executive Director or General Manager). If the full board negligently supervises the committee, then the directors could be held liable for its harmful acts by reason of failure to properly carry out their 'duty of care.'"
"If the local boards are NOT made up entirely of directors, then the national board would have to maintain the override or veto power in all cases & could not be overridden by, say, 3 out of 5 of the local boards."
This last point seems the key to a "hybrid" or "compromise" model -- delegating much power to a Station Board, with the presumption that what they say will generally go (as opposed to the current by-laws which leave most power over local station affairs in the hands of the General Manager and/or the Executive Director), but leaving the escape hatch of a National Board override or vote in cases of a serious deviation from Pacifica's mission or a threat to its financial stability.
In other words, many (but not all) of the Station Board's powers as delineated in Draft B, Article 6, Section 1, Para. B) could be exercised unimpeded without an automatic vote by the National Board -- except in certain specified areas: General Manager selection, budget, anything else? One possible procedure for the remaining powers might be as follows:
1. All other policy-making (as opposed to purely advisory) decisions by a Station Board about management, staff, programming, fundraising, or any other area that fall under the National Board's fiduciary responsibilities would be automatically forwarded to the Executive Director and members of the relevant National Board committee (or if legally required, to the entire National Board--we need advice on this) for their INDIVIDUAL review (i.e., not necessarily on the agenda of that committee.)
2. Only if a National Board member made a motion or the Exec. Dir. (as an ex officio member) requested a motion to override would the matter even be discussed by the relevant National Board committee or the full National Board. Then the matter would be considered and voted on at the soonest possible meeting/conference call, without seeking to create constant "emergency" meetings or calls.
3. To prevent gridlock, the by-laws would specify a time limit, say 30 days, after which if no motion to override is made by the Exec. Dir. or any National Board member, the Station Board's policy would automatically go into effect.
4. All of the Pacifica-wide policies in effect at the time of seating the
new Station and National Boards -- whether set by the National Board
or the Executive Director (e.g., no corporate underwriting; no hate
speech; nondiscrimination in hiring; various personnel policies; and
many more) -- would remain binding on all 5 local stations unless
changed by the new National Board or the Exec. Dir., although Station
Boards could ENHANCE them for their station. Going forward, the
new Natl. Bd. and the Exec. Dir. would operate with a spirit (not a by-
laws provision) of adopting, wherever possible, NATIONAL
POLICIES about issues that concern universal principles of fairness,
good management, following the Mission, etc. This would have two
In this vein, I would support having the by-laws explicitly grant the
National Board power to make policy on limited aspects of local
programming and staffing -- i.e., to insure adherence to the Mission (as
suggested in a straw poll among attendees at a WBAI by-laws meeting
a few weeks ago). Here, we should consider some of the language in the
"annotated" (KPFA Elections Committee/Blanchet) version of Draft B:
(Article 6, Section 2, Para. B – Duties of the National Committee, which
under our proposal would be the National Board) –
I would also propose adopting the very similar language in that same "annotated" Draft B under the duties of the Station Boards, in terms of local staffing and programming. This language, I might add, is very similar to that contained in the report of the Pacifica Now! Anti-Racist Working Group, which the I-PNB endorsed in June as a framework for action on these issues.
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