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Proposed Pacifica bylaws draft - Zakiya, WPFW area
12-3-02


FAQ below draft

Here is the initial draft of my version the Bylaws. Please refer to it as the Mission Based Bylaws Draft. It places the emphasis of Membership on the work a person does to fulfill the Pacifica Mission. Groups of such people are the "Foundation Members" who have the right to vote for and become "Foundation Diretors".

Please distribute to other lists and persons as desired.

Jabari Zakiya
=================================

MISSION BASED BYLAWS - DRAFT 12/2/02
PACIFICA FOUNDATION

ARTICLE ONE
IDENTITY, PURPOSES, AND PRINICIPLES

SECTION 1. NAME
The name of this corporation is the PACIFICA FOUNDATION, and it shall be referred to in these By-Laws as "The Foundation".

SECTION 2. PURPOSES
The purposes of The Foundation are stated in Article II of the Articles of Incorporation, and as condensed herein, The Foundation shall:
A. Operate exclusively for educational purposes.
B. Operate in such manner to be as nearly self-sustaining as possible.
C. Operate a radio broadcasting network which shall:
   (1) Encourage and provide outlets for the creative skills and energies of the community;
   (2) Conduct classes and workshops in the writing and producing of drama;
   (3) Establish awards and scholarships for creative writing;
   (4) Offer facilities to amateur instrumentalists, choral groups, orchestral groups and music students; and promote and aid other creative activities;
   (5) Engage in activities to contribute to a lasting understanding between nations and individuals of all nations, races, creeds and colors;
   (6) Gather and disseminate information on the causes of group conflict;
   (7) Study the political and economic problems of the causes of religious, philosophical and racial antagonisms;
   (8) Promote full distribution of public information;
   (9) Obtain access to sources of news not commonly brought together in the same medium;
   (10) Employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community.

SECTION 3. PRINCIPLES
The Foundation is committed to peace and social justice, and seeks to involve in its governance and operations individuals committed to these principles.

ARTICLE TWO
OFFICES OF THE FOUNDATION

SECTION 1. PRINCIPAL OFFICE The principal office and place of business of The Foundation shall be located in the County of Alameda, State of California, or at such other places as the Board of Directors may designate.

SECTION 2. OTHER OFFICES The Foundation shall also have other offices at other places within or without the State of California as the Board of Directors may from time to time designate.

ARTICLE THREE
MEMBERS OF THE FOUNDATION

SECTION 1. DEFINED
A Member of The Foundation is a natural person who has the right to vote for Directors of the Foundation Board and is eligible to become a Member of The Foundation Board.

SECTION 2. ELIGIBILITY
A natural person can become a Member of The Foundation by applying for membership at a designated Foundation facility, and participating in specific Foundation mission related activities for a specified time period, to fulfill the membership criteria.

SECTION 3. RIGHTS
Foundation Members shall have the right to vote for, and become, Foundation Directors, access all Foundation records, and sit on Foundation Board committees.

SECTION 4. DUTIES
The ongoing duties of Members are:
(1) To act to fulfill The Foundation Mission as set forth in the Articles of Foundation;
(2) To participate and work on at least one Member Body committee full time;

SECTION 5. SUSPENSION
Any Member who has not met the minimum membership criteria for a __ month period shall have their membership suspended. The suspension of membership results in the loss in all rights of membership. Membership can be reactivated by fulfilling the necessary Work requirements in the month immediately following suspension.

SECTION 6. REVOCATION
By a vote of 75% of a Member Body, at a special meeting called for such purpose, a Member may have her/his membership revoked for acts in severe conflict with, or detrimental to, The Foundation or The Mission. An appeal of revocation of membership may be made to the Board of Directors within 30 days after a vote of revocation has been made. A 2/3rd vote of the Board shall be necessary to rescind the revocation. Revocation of membership results in the full loss of membership rights for three years. At the end of three years the ex-Member may reapply for membership

ARTICLE FOUR
DIRECTORS OF THE FOUNDATION

SECTION 1. DIRECTORS
A. DEFINED A Director of the Foundation shall be natural person who has been elected to the office of Director as set forth in these bylaws, and is serving as such, and is ultimately accountable and responsible for the acquisition, use, and disbursement of Foundation assets, and the delegation of power and authority, to fulfill the Foundation Mission.

B. ELIGIBILITY
Any Foundation Member Board member who is currently serving, and has served at least one full year without suspension, as a member, is eligible to be a Director. Any eligible Member who is an "on-air" staff person at a Foundation station must resign their program in exchange for serving on the Board.

C. NUMBER The Foundation Board shall consist of four (4) Members from each Foundation Member Board, and three (3) additional at-large Directors.

D. EX OFFICIO The Executive Director shall be an Ex Officio non-voting Foundation Director.

E. DUTIES The ongoing duties of the Directors are:
   (1)To ensure fulfillment of the purposes and mission of the Foundation as set forth in the Articles of Incorporation;
   (2)To ensure compliance with applicable state and federal laws;
   (3)To adopt, and monitor adherence of, an annual budget, and to oversee an independent annual audit of the Foundations books and accounts;
   (4)To ensure regular communication with the Members, staff, and volunteers at all levels and areas of the Foundation;
   (5)To appoint or employ, supervise, and remove or discharge if necessary, the Executive Director of the Foundation;
   (6)To meet at such regular times and places as required by these Bylaws and to meet at such other times as may be necessary in order to carry out the duties of Directors;
   (7)To register an address, telephone number, and email addresses with the Foundation Secretary, to receive meeting notices, and other communications.

F. POWER AND AUTHORITY
Subject to the provisions 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 of the Foundation, the activities and affairs of the Foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 2. TERMS
The term of a Director shall be three (3) years. A Director may serve two consecutive terms. A Director shall not be eligible for further services as a Director until one year has elapsed after the expiration of a Director's second consecutive term.

SECTION 3. NOMINATION OF DIRECTORS
A. REGULAR DIRECTORS

Any Member serving on a Foundation Member Board may nominate any other eligible Member serving on the same Board for the office of Director.

B. AT-LARGE DIRECTORS

Any three Foundation Member Boards, by a majority vote of the Members of each, may nominate any eligible natural person who is not currently on an Member Board, who meets the eligibility requirements for position of At-Large Director.

SECTION 4. ELECTION OF DIRECTORS

A. REGULAR DIRECTORS
Each Foundation Member Board shall elect from among its current Members, by majority vote of the Members present and voting, four Directors to represent that body on the Foundation Board of Directors. These elections shall take place in (month) of each year and be staggered, so that no more than two Directors are elected by each body each year.

B. AT-LARGE DIRECTORS
The Board of Directors (excluding at-large members) may in its discretion, elect up to three (3) Directors nominated either by a Pacifica Affiliate or by three Foundation Member Boards, by 2/3rds majority vote of the Directors present and voting, provided that notice of the nomination and vote is served on all Directors with the Notice of Meeting at least thirty (30) days in advance of the meeting date.

SECTION 5. SEATING OF DIRECTORS
All newly elected Directors shall be seated at the designated Annual Meeting of the Board of Directors.

SECTION 6. REMOVAL OF DIRECTORS
A. LACK OF ATTENDANCE
Any Director who is absent for three (3) consecutive meetings of the Board of Directors shall be deemed to have resigned and shall be automatically removed from the Board unless at least one of the absences has been excused by majority vote of the Directors present voting at the meeting.

B. BY MEMBER BODIES
   (1) Any Director may be removed by the Foundation Member Board that elected him/her at a regular or special meeting by two-thirds (2/3) majority vote of all the Members for that Board, provided that the grounds for such removal are submitted with the notice of the meeting and that the said Director shall have a reasonable opportunity at said meeting to protest his/her removal.
   (2) Any At-Large Director may be removed by two-thirds (2/3) majority vote of all the Foundation Member Boards.

SECTION 8. VACANCY
If a Director's seat becomes vacant for any reason, that seat shall be filled for the remainder of the term by the Foundation Member Board from which the Director came.

SECTION 9. COMPENSATION
Directors shall serve without compensation, but shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.

SECTION 10. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either:
(1)Any person currently being compensated by the Foundation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise; or
(2)Any brother, sister, ancestor, descendant, spouse, domestic partner, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. TIME AND PLACE OF MEETINGS
The Annual Meeting of the Board of Directors shall take place in January, February, or March, and at least six (6) months before the Board meeting at which a new fiscal budget is approved. The Board shall also regularly meet in May and September of each year. The regular Board meetings shall rotate through the radio station areas so that they do not take place twice in one station area until a meeting has been held in all other station areas.

SECTION 2. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Board Chair, any two Officers of the Board, by a majority of the Executive Committee, or by any five members of the Board.

SECTION 3. NOTICE
Notice of meetings of the Board of Directors shall consist of a statement of the time and place of said meeting, and the purposes thereof. Written notice shall be sent to each Director by first class mail, fax, or email, according to each Director's preference as specified to the Foundation Secretary, at least thirty (30) days before a meeting. Notice for Special meetings shall require only seven (7) days, but include leaving a message at each Director's designated number for receiving such notice, on file with the Foundation Secretary. No additional business not stated in the notice shall be conducted at a special meeting. Meetings shall be announced for at least five days immediately preceding the meeting, a least three times daily, on all Pacifica broadcast stations.

SECTION 4. QUORUM
A quorum of any meeting of the Board of Directors shall consist of 51% of the serving Directors.

SECTION 5. PROXIES
All action taken by Directors shall be taken by the Director personally. The powers of members of the Board may not be exercised by alternates, by proxy, or the like.

SECTION 6. MEETINGS RULES
All meetings of the Board of Directors, and its committees, shall be open to the public. Meetings may be closed for discussion of personnel, legal, or proprietary matters which are permitted to be discussed in executive/closed session. However, the body holding the executive/closed session must then: a) give public notice before the meeting to the reason for doing so, and b) publicly release, within a reasonable period after the meeting, a written summary of the permissible disclosable business of the meeting. All public meetings shall allow for reasonable public comment periods. No person shall be required to provide his/her name, or other personal information, as a condition of attendance or participation at a public meeting,

SECTION 7. PARLIAMENTARY PROCEDURE
As to any matter not herein specified, Robert's Rules of Order (revised edition) shall apply.

ARTICLE SIX
COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1. COMPOSITION
All Committees of the Board of Directors shall consist of at least one Director from each Foundation Member Board.

SECTION 2. COORDINATING
Act as an administrative body to accept and receive communications directed to the Board as may arise, and promptly direct the issues to the appropriate standing, advisory, or other committees, to appropriately process, address or resolve the issues or concerns.

SECTION 3. STANDING
A. PROGRAMMING
Review and evaluate existing programming at all Foundation stations with respect to Mission compliance, issues of diversity, programming policies, and FCC related issues. Assess and develop goals, policies, and strategies for the development of new national and local programming, including news, public affairs, and cultural, and devise plans for funding and implementation.

B. FINANCE
Monitor, review and conduct over site of the budgets of the National and the local operating entities. Review and approve all substantial contracts and financial documents. Perform analysis and review all financial operations. Perform strategic planning of the long term viability and growth of the Foundation, particularly with regards to creating self- sustaining entities, and seeking alternative sources of funding and revenue.

C. TECHNOLOGY
Monitor and evaluate the technical infrastructure of The Foundation. Develop policies and plans for the maintenance and upgrading of the existing technology base. Identify and assess new and emerging technologies in all areas of Foundation operations. Develop strategic plans and budgets for new and emerging technologies, and technical personnel.

D. PERSONNEL
Evaluate and develop personnel policies and guidelines for use throughout the Foundation. Develop policies and plans for individual and group training in conflict resolution, and other personnel areas. Develop clear guidelines and policies for employee hiring/termination, diversity goals, applicable employment laws, and other such matters. Hear, evaluate, and recommend action, on individual personnel matters when necessary.

E. GOVERNANCE
Perform the tasks necessary to facilitate nominations and elections of Board officers. Monitor and oversee compliance with the Mission and Bylaws, and other governance policies and guidelines. Receive and evaluate appeals for revocation of membership.

SECTION 3. OTHER ADVISORY
The Board may establish other advisory committees as may be needed to assist the Board. All committees shall include one Director, and two Members from each Foundation Member Board.

ARTICLE SEVEN
FOUNDATION MEMBER BOARDS

SECTION 1. DEFINITION
A Foundation Member Board (FMB) is a duly recognized Foundation body formerly associated with a Foundation radio station, other broadcast station, or other such duly recognized operating Foundation entity, which consists of Foundation Members, which shall operate on a full time basis, from which Directors of the Board shall be elected.

SECTION 2. LOCAL STATION BOARDS
A Local Station Board is a Foundation Member Board formerly associated with a Foundation owned radio station, or other such broadcast station.

SECTION 3. OTHER MEMBER BOARDS
The Foundation may duly designate and recognize other Foundation Member Boards as may be necessary, to be associated with other operating Foundation entities which may come to exist.

SECTION 4. COMPOSITION
Each Foundation Member Board shall consist of at least ten (10) Foundation Members designated to serve on such body.

SECTION 5. DUTIES
The ongoing duties of Foundation Member Boards are:
   (1)To review and approve that station's budget and make periodic reports as desired to the Board regarding the stations budget versus actual income and expenditures;
   (2)To prepare a list of candidates for station General Manager from which one must be hired by the Foundation Executive Director;
   (3)To prepare an annual written evaluation of the station's General Manage;
   (4)To review proposals by the Executive Director to fire or retain the station General Manager;
   (5)To develop a pool of candidates for station Program Director, one of which must be hired by the General Manager;
   (6)To prepare an annual written evaluation of the station's Program Director;
   (7)To work with station management to ensure that station policies and procedures for making programming decisions, and for program evaluation, are working in a fair, collaborative and respectful manner to provide quality programming that fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station;
   (8)To assist in station fund raising activities;
   (9)To form committees open to the public to carry on the work of the Local Station Boards to allow participation of listener-sponsors and staff members;
   (10)To perform outreach into diverse communities;
   (11)To perform community needs assessments as may be necessary.

SECTION 6. OFFICERS
Each Foundation Member Board shall elect a Chair, a Vice-Chair, a Recording Secretary, and a Treasurer, who shall be elected in January each year for a term of one year. These officers may not serve concurrently as Foundation Directors.

SECTION 7. MEETINGS
A. QUORUM
A quorum shall be one-half (1/2) of the Members of a Member Board.

B. FREQUENCY.
A Member Board shall meet as often as required to fulfill it duties, and not less than every other month. Committees shall meet as often as needed to conduct its work.

C. TIME AND PLACE
A Member Board shall establish, by a majority vote, the time and place of each meeting. Meetings shall be held in facilities of sufficient size to accommodate members and the public, preferably in a Foundation station or facility.

D. PUBLIC NOTICE
The public shall be notified of each Member Board meeting. Four on-air announcements, made during prime time on the radio station associated with a Member Board on four different days, prior to the each meeting, are considered to be adequate notice.

E. MEETING RULES
All meeting shall be open, excluding those dedicated to station personnel matters. All public meetings shall allow for reasonable public comment periods. No persons shall be required to provide his/her name, or other personal information, as a condition of attendance or participation at a public meeting. Roberts Rules of Order shall be the general rules for conducting meetings.

ARTICLE EIGHT
OFFICERS OF THE FOUNDATION

SECTION 1. DESIGNATION
A. DIRECTOR OFFICERS The Foundation Board Officer shall be Chair, a Vice-Chair, a Recording Secretary, and Treasurer.

B. NON-DIRECTOR OFFICERS
These officers shall be: an Executive Director, Controller, and other officers as needed.

SECTION 2. DUTIES
The duties of the Officers of the Foundation shall be set out in board guidelines and procedures.

SECTION 3. NOMINATIONS
Any Director of the Board may nominate another Director as an Officer of the Board.

SECTION 4. ELECTIONS
Each Officer of the Board shall be elected by a majority vote of the Directors for that office.

SECTION 5. TERMS
A term of office shall be two years, with no term limits on Directors holding office.

SECTION 6. VACANIES
Vacancies of Officers shall be filled for the remainder of the term of office. Directors shall be nominated to fill a vacancy, and a special election held to fill the office.

ARTICLE NINE
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SECTION 1. AMENDMENT OF BYLAWS
A. POWER TO AMEND. These By-Laws may be amended, altered or repealed in whole or in part by the Members. Amendments may be proposed by a two-thirds (2/3) majority vote of the national Board of Directors or of Foundation Member Board, or by a petition signed by 100 Members. The proposed changes shall be submitted to the Members at least 60 days in advance of the annual election and shall appear on the annual ballot. Announcements of the proposed Bylaws changes shall be broadcast by all stations frequently during the notice period prior to the annual election.

B. VOTING AND RATIFICATION.
To be adopted, any proposed bylaws amendment must receive the vote of three-fifths (3/5) of the Members voting, provided that a quorum of Members actually votes.

SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION
A. PROPOSING AMENDMENTS.
Amendments to the Articles of Incorporation may be proposed by two-thirds (2/3) majority vote of the Board of Directors or by a petition signed by 100 Members.

B. APPROVING AMENDMENTS.
Any amendment(s) to the Articles of Incorporation proposed by the Board of Directors shall be presented to the Members of the Foundation by mail ballot and shall require approval by three- fifths (3/5) majority of a quorum of the Members.

SECTION 3. BYLAWS CONVENTION
The Board of Directors of the Pacifica Foundation may convene a Bylaws Convention to review and revise the Foundation Bylaws.

ARTICLE TEN
GENERAL PROVISIONS

SECTION 1. RESIGNATION
Any Director or Officer may resign his or her position by written resignation filed with the Secretary of the Foundation.

SECTION 2. MEMBERSHIP NOT TRANSFERABLE
Foundation Membership, membership on the Board of Directors, or any position as an Officer of the Foundation, is not transferable by assignment, inheritance, or by execution, bankruptcy, or other process of law.

SECTION 3. EFFECT OF TERMINATION OF MEMBERSHIP ON BOARD OF DIRECTORS, OR POSITION AS OFFICER OF THE FOUNDATION
Membership on the Board of Directors, or the holding of any office in the Foundation, shall cease and terminate upon the death of the member, upon his/her withdrawal or removal as provided in these Bylaws, or upon the termination of his/her Foundation Membership, or office-holding position, resulting in the loss of all rights, powers, authority, and privileges as bestowed by the Foundation.

SECTION 4. NONLIABILITY OF DIRECTORS, MEMBERS, AND OFFICERS
The Directors, Members, and officers of this corporation shall not be personally liable for the debts, liabilities, or other obligations of The Foundation, and private property of such individuals shall be exempt from corporation debts or liabilities, subject to the provisions of the California Corporations Code

SECTION 5. INDEMNIFICATION BY FOUNDATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
To the extent that a person who is, or was, a Director, officer, employee or other agent of the Foundation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was an agent of the corporation, or has been successful in defense of any claim, issue or matter therein, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with the action shall be provided by the Foundation to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Non-Profit Public Benefit Corporations Law.

SECTION 6. EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no member, trustee, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under section 170(c)(2) of such Code and regulations as they now exist or as they may hereafter be amended.

ARTICLE ELEVEN
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 2. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Foundation's fiscal year, to all Directors of the Foundation and, upon payment of reasonable copying costs, to any Member who requests it in writing. The report shall contain the following information in appropriate detail:
   (1)The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
   (2)The principal changes in assets and liabilities, including trust funds, during the fiscal year;
   (3)The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
   (4)The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year. The annual report shall be accompanied by a report of independent accountants, or, if there is no such report, the certificate of an authorized officer of the foundation that such statements were prepared without audit from the books and records of the Foundation.

SECTION 3. MAINTENANCE OF CORPORATE RECORDS

The Foundation shall keep at its principal office:
A. MINUTES
Minutes of all meetings of the Board of Directors, and committees of the Board having any authority of the Board, shall be recorded indicating the time and place of such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof, and provided to the Secretary.

B. BOOKS AND RECORDS
Adequate and correct books and records of accounts, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts,

C. MEMBERSHIP RECORDS
A record of its members indicating their names and addresses and the class of membership held by each member and the termination date of any membership;

D. ARTICLES AND BYLAWS
A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

SECTION 4. INSPECTION RIGHTS
A. DIRECTORS
Every Director, or her/his designated agent, may exercise the right, at any reasonable time, to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Foundation.

B. MEMBERS
Members of the Foundation shall have the following inspection rights, for a purpose reasonably related to such person's interest as a Member:
   (1)To inspect and copy the record of all Members' names, addresses and voting rights, at reasonable times, upon five
   (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested; and
   (2)To inspect at any reasonable time the books, records, or minutes of proceedings of the Members or of the Board or committees of the Board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a Member.

ARTICLE TWELVE
CONFLICTS OF INTEREST

SECTION 1. DEFINITIONS

A "CONFLICT OF INTEREST" is any circumstance described in Section 2 of this Article, or such similar circumstances.

An "INTERESTED PERSON" is any person serving as a director, officer, delegate, employee, or member of a committee of the Board of Directors of The Foundation.

A "FAMILY MEMBER" is a brother, sister, ancestor, descendant, spouse, domestic partner, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of an Interested Person.

A "FINANCIAL INTEREST" in an entity is a financial interest of any kind, which, in view of all the circumstances, would, or reasonably could, affect an Interested Person's or Family Member's judgment with respect to transactions to which the entity is a party.

SECTION 2. CONFLICT OF INTEREST DEFINED A Conflict of Interest exists where the personal interests of an Interested Person are or may be inconsistent with the best interests of The Foundation. The following circumstances shall be deemed to create a Conflict of Interest:

A contract or transaction between The Foundation and an Interested Person or Family Member.

A contract or transaction between The Foundation and an entity in which an Interested Person or Family Member has a Financial Interest or with which such Person has a relationship, for example as a director, officer, trustee, partner, or guardian.

A compensation arrangement between any entity or individual with which The Foundation has a contract or transaction and an Interested Person or Family Member.

A compensation arrangement between any entity or individual with which The Foundation has a contract or transaction and an entity in which an Interested Party or Family Member has a Financial Interest or with which person has a relationship, for a example as a director, officer, trustee, or guardian.

An Interested Person competing with The Foundation in the rendering of services or in any other contract or transaction with a third party.

An Interested Person accepting gifts, entertainment or other favors from any individual or entity that (i) does or is seeking to do business with, or is a competitor of , The Foundation or (ii) has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from The Foundation, in both cases under circumstances where it might be inferred that such action was intended to influence or might influence the Interested Person in the performance of his or her duties.

SECTION 3. DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES An Interested Person must disclose orally or in writing all material facts related to an actual or potential Conflict of Interest to Directors and/or members of committees considering a proposed contract or transaction to which the Conflict of Interest relates. If a contract or transaction is not being considered by the Board or a committee, the required disclosure must be made to the Chairperson or the Chairperson's designee. Until a Conflict of Interest has been voted upon by the Board of Directors in accordance with this Policy, an Interested Person shall refrain from any action that might affect The Foundation's participation in any contract or transaction affected by a Conflict of Interest.

After disclosure of the Conflict of Interest and all material facts, and after the Interested Person responds to any questions that the Board may have regarding the Conflict of Interest, the Interested Person shall leave the Board meeting while the Conflict of Interest is discussed and voted upon. An Interested Person may not vote on the contract or transaction to which the Conflict of Interest relates, but may be counted in determining the presence of a quorum for purposes of the vote.

The Board shall determine by a majority vote of the disinterested directors whether a Conflict of Interest exists and, if so, whether The Foundation shall nonetheless enter into the contract or transaction because it is in The Foundation's best interest. If appropriate, the Chairperson may appoint a disinterested person or committee to investigate alternatives to a proposed contract or transaction. In order to approve the contract or transaction, the Board must in good faith after reasonable investigation make the following determinations:
   (1)that the contract or transaction is for the benefit of the Foundation; and
   (2)that the contract or transaction is fair and reasonable; and
   (3)that the Foundation could not obtain a more advantageous arrangement with reasonable effort under the circumstances. The minutes of the Board or committee meeting shall reflect (1) that the Conflict of Interest was disclosed, (2) the Board or committee's decision regarding the Conflict of Interest, including a statement that the Interested Person was not present during the final discussion and vote, and (3) that the Interested Person abstained from voting.

SECTION 4. VIOLATIONS OF THE CONFLICTS OF INTEREST PROCEDURES If the Board or committee believes that an Interested Person has a conflict of interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to contest the finding. If, after hearing the response of the Interested Person, and making any further investigation as may be warranted in the circumstances, the Board or committee determines that a conflict of interest does exist, it shall take appropriate disciplinary and corrective action, which may include removal of a Director from a committee or termination of an employee..

ARTICLE THIRTEEN
DISSOLUTION AND PROHIBITION AGAINST SHARING FOUNDATION PROFITS AND ASSETS

SECTION 1. METHOD
The corporation may be dissolved in the following manner: A petition for dissolution signed by ten percent of the Members of each Foundation Member Board shall be submitted to the Board of Directors, and a postal ballot to dissolve shall be sent to all Members and shall require a three-fifths vote of a quorum of Members of those valid returned ballots to uphold the petition to dissolve.

SECTION 2. DISPOSITION OF ASSETS
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for payment of all liabilities of the corporation, dispose of the assets in a manner appropriate to Pacifica's mission or to such organization or organizations as shall at the time qualify as devoted to the Pacifica Mission.

SECTION 3. NO BENEFIT SHALL INURE TO ANY MEMBER, DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION
No member, director, officer, employee, or other person connected with the Foundation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Foundation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation and bylaws of this corporation and not otherwise.

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FAQ for Zakiya Bylaws
by Jabari Zakiya

1. What is the purpose of your Bylaws?
I wanted to provide a complete set of bylaws as an alternative to whatever the official iPNB Bylaws process will (if ever) produce. It is my estimation that the increasingly deteriorating Bylaws process will either not produce a legally valid document, or will (eventually) produce a complex and convoluted document that will be detrimental to the future governance and development of Pacifica.

2. Why did you wait this long to produce your Bylaws?
At our regular WPFW Bylaws meeting a couple of days before the special DC Oct. 26-27, 2002 iPNB Bylaws meeting, a member (Jane Gatewood) proposed the concept of using a person's participation in Pacifica mission related activities as the basis for being a LSB member. After discussion, I grew to conceptually like it. I took that concept and created an initial alternative draft proposal, which I presented at that October meeting. It was essentially ignored.

After sitting now through two special iPNB Bylaws meetings (DC and Houston), it is clear to me the process for creating the bylaws has deteriorated into chaos. It is also clear to me that as long as the Bylaws institutionalizes conflicts between groups of people by creating a finite number of seats on the LSBs, people will act to fight for them, and there will never be true consensus that will come out of this process, even if it is possible to get enough people to accept one bylaws version.

Thus, after suffering through the even more chaotic, and unproductive, special iPNB Bylaws meeting in Houston, Nov. 22-24, 2002, I realized that only by producing an alternative draft Bylaws will people be able to not only grasp the concepts of my initial proposal, but also recognize the deep hole this current process has dug us into, for which there is no viable way out.

An old African proverb goes something like:

The only thing necessary to show someone that the glass they drink out of is dirty, is to place a clean one beside it.
I present my version as a clean glass to the current one we are drinking out of.


3. What do see as the major problems of the current drafts? The major philosophical mistake has been to view Pacifica as a governmental structure, and then use the language and concepts of "democratic government" as the basis for generating bylaws.

PACIFICA IS NOT A GOVENMENTAL ORGANIZATION, NOR DOES IT HAVE GOVERNMENTAL GOALS AND PURPOSES.

This philosophical mistake is manifested in a noninclusive concept of what a "Member" of the Foundation/LSBs is. This is the basis for assuming there need to be elections, which limits the members on LSBs. And as long as there is this institutionalized limitation of LSB members, who get to elect the Directors of the Foundation, there will only be institutionalized infighting, i.e. assuming one group will be able to eventually ram their version of the elections process down the other listening areas throats.

4. Why do you feel your Bylaws proposal is better?
My bylaws eliminates the structural conflict zone of a limited number of LSB seats, and the election process to fill them. People become part of the LSBs (and other future such bodies) by performing tangible, documented, mission related work. Anybody who really wants to WORK to fulfill the mission of Pacifica can become a member of an LSB solely based on their desire to apply for membership and fulfill mission based work criteria.

5. What are the salient features of your Bylaws?
Foundation membership is not restricted to a finite size. Anyone who applies for membership and meets the mission based work criteria can join. When people stop doing work they relinquish member status Thus, LSB elections are eliminated. I also pruned things I considered bylaws bloat, and used more concise and efficient language, and put things in a more logical order.

6. What/why is your definition of "Foundation Member"?
By definition, a "Foundation Member" is a natural person who has the right to vote for, and become, a Director of the Pacifica Foundation. In radio operations (Pacifica's only current operations) Members in each listening area comprise the voting (but not exclusive) members of the LSBs.

This model eliminates the need for costly yearly elections at each station to determine who acquires these limited number of seats. It puts the emphasis on Members being people who want to work to fulfill the Pacifica Mission. No limitation is placed on the number of Members. This is good.

The more people who can be encouraged to engage in tangible and consistent Mission based activities means Pacifica is really working to fulfill its Mission. The people doing the work are, also, all equitably recognized as having votes and right in the governance of Pacifica.

7. So how are people monitored to establish meeting membership criteria?
This is the one area where I haven't figured out all the details. However, there are models that already exist that we can work from. But at some level there will have to be written records kept of people's activities and time. The key is creating criteria that are rigorous enough to ensure that people are performing real and substantial mission related work, but not too restrictive so as to severely limit the number of people who will become members.

8. Wonít your Bylaws allow for unmanageable LSB sizes?
NO. The LSBs primarily exist to identify, and perform, specific Mission related tasks and activities around the stations. The focus is not on having LSB meetings, but engaging in work activities and tasks at the committee (station) level. The LSBs structurally exist to connect and monitor people's activities in fulfilling The Mission. Periodic meetings of the full LSB would normally be administrative. If the size of the LSB would ever cause a need for a larger meeting space, that wouldn't be a problem, that's success!

I'm actually more concerned that each LSB have at least 20 people who will continually do the work to remain members.

9. Why are your Bylaws simpler?
No costly yearly LSB elections. No campaign periods. No election corruption. Short, concise, and clear. Easily understood, implementable, and amendable. No bylaws bloat. Eliminates self-imposed land mines for liability and lawsuits.

10. Why are your Bylaws less costly to implement?
Costly yearly LSB elections are eliminated, including the cost, time, and distraction, of conducting yearly on-air campaigns for candidates. It also eliminates provisions exposing the Foundation to nuisance lawsuits.

11. Why do your Bylaws eliminate Local Station Board elections?
These elections are a breeding grounds for contention among groups of people, based on demographics historically used to create inequality and oppression. They would be a yearly inefficient use of time, money, peopleís energy, station operations, and still not achieve LSBs that would have people on them who would do actual work to fulfill The Mission.

12. What are the flaws in the various constituency models?
These models accept institutionalized exclusiveness as the basis of participation. They use external demographic characteristics as a presumed basis of importance for membership on LSBs. This is because these models inherently see Pacifica as a governmental structure which exists to represent constituent interests, instead of a mission based non-profit corporation which is created to engage in specific activities, which individuals can choose to support, and work for achieving.

The issues of diversity, representation, et al, do not belong in the Bylaws. They are best dealt with in personnel and programming policies and practices.

If you start with the wrong philosophical premise you can never create an organizational structure that will achieve the claimed desired results.

13. Do your Bylaws allow for more participation of diverse people?
YES. No one has to fight for a limited number of set aside seats. Membership is totally dependent on each individual working in any manner they can to fulfill The Mission.

14. Why are your Bylaws more in harmony with the Pacifica Mission?
I feel my version harmoniously and organically creates a structure which best implements the Pacifica Mission. Using and institutionalizing structures which implement the mechanics of inequality and limitation is philosophically in conflict with the principles and goals of the Pacifica Mission. My version seeks to reduce institutionalized sources of conflict within the bylaws.

15. Donít your Bylaws limit the number of people who can be Members?
YES. Under the current drafts, anybody who merely makes a sufficient monetary donation, or volunteers a minimum number of work hours, gets to become members of the Foundation. This universe of people is always going to be substantially larger than the people who would actually do consistent work to fulfill The Mission. But it is the latter group of people I feel should be granted the right to determine the direction of the Foundation.

16. Arenít your Bylaws unfair to people who canít meet the membership criteria?
NO. The membership criteria are designed to create a minimum standard basis for bringing people into Pacifica that are serious about doing things to promote Pacifica's mission, instead of just paying lip service to it. Almost everybody can figure out how they can manage their time and resources to do some real work, on a consistent basis, if they want to. And if they don't want to, or just can't, then they can't become a "Foundation Member." They still can be a supporter, and participate on committees and volunteer, they just won't be a "Foundation Member".

This is essential for Pacifica. The people who become Directors should have a demonstrated history of working to accomplish The Mission, who are known by others to tangibly work for The Mission, and understand the issues of Pacifica, and have a track record of a committed work ethic.

17. Donít people who donate have a right to determine the running of Pacifica?
NO. Again, Pacifica is a non-profit corporation, not a governmental organization. People who merely give money to Pacifica to fulfill its mission have no more right to determine the running of Pacfica than people who donate to the Red Cross, or any other non-profit organization, have a Right to run them.

The mere act of providing monetary support confers no inherent Right to control.

18. Wonít your Bylaws deter people from donating to the stations?
NO. People have up to now given to primarily the station in their listening area while not even knowing, or fully understanding, what Pacifica is, how it operated, or wanting to run it. People donate mostly because they want to continue to receive the programming they listen to. They will continue to do so.

19. How long did it take you to write your Bylaws?
I started Tuesday, November 26, 2002, using the existing consolidated bylaws generated from the Nov. 22-24, 2002 Houston iPNB meeting, and plan on finishing by Monday, December 2, 2002. Iíll probably put in about 12 hours to complete it.

It took parts of two day (Thanksgiving and the Friday), in a total of about 8 hours, to create a final draft of the FAQ.

Compare this to over six months, and the many hours and dollars spent on this effort so far, which have only moved the process to this current unfinished state.

20. Do you really think your Bylaws have a chance of being adopted?
YES. I believe that when enough people understand the totality of the benefits my version provides, and finally become thoroughly disillusioned, disenchanted, and/or disgusted with the present bylaws process, then my proposal can be accepted.



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