Two Pacifica Foundation bylaw suggestions
Date: Sat Feb 9, 2002 4:14 pm
Subject: My 2 proposed bylaws changes for Pacifica
The interim PNB has been ordered to rewrite the bylaws in the next 13 months or so. 2 parts of the Pacifica bylaws ought to be changed-- the parts regarding local station boards and the number of members of the board of directors.
1. Proposed change: Local Station Boards
What role should the local board in each listening area play? My opinion is this. First of all, we should have listener-elected Station Boards, elected in free and fair elections, and anybody should be allowed to be a candidate. Second, these Station Boards should have real power-- for example, the Station Boards could elect the Pacifica National Board members. (I will give up on the idea of direct elections of PNB members, if everyone else is opposed.)
Other people have proposed giving
even more power to the Station
Boards, but someone objected that if
the Station Boards get too much
power, the FCC will claim that the
Pacifica Foundation, which holds the
broadcast licenses for the 5 stations,
is not in "control" of the station,
and will therefore revoke the
licenses. I have looked briefly at a
few rules for AM and FM broadcasting
Another objection to the idea of
giving power to the Station Boards
might be that if we want Corporation
for Public Broadcasting funding, we
must have community advisory boards
(CABs), and CABs are required by
law to be completely powerless and
subservient to the governing board
(i.e., Pacifica National Board). See
2. Second proposed bylaws change: Number of board members on PNB. One current bylaw reads: "There shall be such number of directors as the Governing Board shall from time to time decide" (Section 1C, http://www.pacifica.org/board/docs/bylaws99.html). This should be changed.
Reasons for bylaw change:
B) If that doesn't convince you, here is another reason. The bylaw, which apparently dates from 1961 (based on the history of bylaws revisions located at http://www.wbai.net/bylaws.html ), allows the number of board members to be changed at any time, by a simple majority vote of the board. So, for example, let's say there were 15 board members, but 8 of these were "bad" ones, who wanted to sell WBAI. Then those 8 could vote to increase the size of the board to 60. Then, if the "good" board members failed to come up with enough candidates in the designated time period, the bad people would get a 40-20 majority, a 2/3 majority. Then, since the bylaws can be changed by a 2/3 majority vote, these 40 people could vote to amend the bylaws to sell WBAI.
Proposed change: We should limit the number of board members to a specific number, for example, 9, and make this very difficult to change (for example, we could require a unanimous vote of the PNB, and a 2/3 majority of LABs, and a 2/3 majority of listeners to vote for it.) Why do we need more than 9 people on the PNB anyway? It costs money for plane fares to get them all together in the same place for a meeting, unless you do teleconferencing, which isn't as good as in-person.
And this undemocratic phenomenon of "at-large" board members elected by the PNB must be eliminated.
Tom Gregg WBAI listener
[Corporation for Public Broadcasting]
The Law | Interpretations | Minimum | Suggestions | Procedures
I. THE LAW
A. Section 396(k)(8) of the Communications Act provides that:
"(A) Funds may not be distributed pursuant to this subpart to any public broadcast station (other than any station which is owned and operated by a State, a political or special purpose subdivision of a State, or a public agency) unless such station establishes a community advisory board. Any such station shall undertake good faith efforts to assure that: (i) its advisory board meets at regular intervals; (ii) the members of its advisory board regularly attend the meetings of the advisory board; and (iii) the composition of its advisory board are reasonably representative of the diverse needs and interests of the communities served by such station.
"(B) The board shall be permitted to review the programming goals established by the station, the service provided by the station, and the significant policy decisions rendered by the station. The board may also be delegated any other responsibilities, as determined by the governing body of the station. The board shall advise the governing body of the station with respect to whether the programming and other policies of such station are meeting the specialized educational and cultural needs of the communities served by the station, and may make such recommendations as it considers appropriate to meet such needs.
"(C) The role of the board shall be solely advisory in nature, except to the extent other responsibilities are delegated to the board by the governing body of the station. In no case shall the board have any authority to exercise any control over the daily management or operation of the station.
"(D) In the case of any public broadcast station (other than any station which is owned and operated by a State, a political or special purpose subdivision of a State, or a public agency) in existence on the effective date of this paragraph, such station shall comply with the requirements of this paragraph with respect to the establishment of a community advisory board not later than 180 days after such effective date.
"(E) The provision of subparagraph (A) prohibiting the distribution of funds to any public broadcast station (other than any station which is owned and operated by a State, a political or special purpose subdivision of a State, or a public agency) unless such station establishes a community advisory board shall be the exclusive remedy for the enforcement of the provisions of this paragraph."
A. Community-licensed Stations
Amendments enacted in 1981 excuse all but community-licensed stations from the provisions of this section. However, all community licensed stations, without exception, must comply with these provisions.
B. Effective Date
The effective date for compliance with this requirement was May 1, 1979.
C. Nature of the Community Advisory Board
1. The law provides that "[t]he role of the board shall be solely advisory in nature....," and the board shall advise the governing body of the station and therefore must be distinct from and independent of the governing body. The purpose of the advisory board is to assist public broadcasting in being more responsive to community needs by providing for effective public participation in planning and decision making. Congress believed that the establishment of community advisory boards should assist the stations in developing programs and policies that address the specialized needs of the communities that they endeavor to serve.
2. The law is not intended to preclude stations from establishing and maintaining other types of advisory bodies, nor does the law imply that stations with existing advisory boards that comply with this provision must establish new or additional advisory boards.
D. Relationship of the Community Advisory Board to the Governing Board of the Station
1. The law segregates the management and operational functions of the governing board from the advisory board's functions to assure a clear demarcation between the governing board and the advisory board.
2. The advisory board is to be an effective way for the public to participate in the planning and decision making of the station. All stations are encouraged to establish whatever mechanisms will be most effective, under local circumstances, to accomplish this congressionally established goal.
3. For governing boards of community stations, whose sole activity is the operation of the station, it would probably be most effective for the advisory board to report directly to the governing board. The recommendations of the advisory board could then be taken into account in the formation of policy by the governing board for the operation of the station.
E. Composition of Community Advisory Boards
The station can exercise a responsible measure of discretion in the selection of advisory board members. The composition of the board should be reasonably representative of the diverse needs and interests of the communities served by the station. No individual representative of any particular group has a legal right to membership on an advisory board. In addition, the law does not empower any person, court, or government agency to require a station to take or refrain from taking any action with respect to a station's programming or policies.
F. Result of Noncompliance
CPB may not distribute any of its funds to any community-licensed public broadcasting station that does not have an advisory board which meets the requirements of the law. This prohibition against the distribution of funds is the exclusive remedy for enforcement of this requirement.
III. MINIMUM COMPLIANCE REQUIREMENTS
A. Each community licensee must do the following --
1. establish a community advisory board that is independent of the community licensee's governing body;
2. undertake good-faith efforts to assure that --
a. its advisory board meets at regular intervals;
B. In addition, each community licensee must permit the community advisory board to independently perform the following activities:
1. establish and follow its own schedule and agenda;
2. review the programming goals established by station;
3. review the service provided by the stations;
4. review the significant policy decisions rendered by the station; and
5. advise the governing board of the station whether the programming and other policies of the station are meeting the specialized educational and cultural needs of the communities served by the station, as determined by the advisory board. The advisory board may make recommendations to the governing board to meet those specialized needs.
C. The governing board of each community licensee, if it desires, may delegate other responsibilities to the advisory board to assist the governing board or station personnel. The responsibilities that can be delegated to a community advisory board, however, are limited. The law states: "In no case shall the [community advisory board] have any authority to exercise any control over the daily management or operation of the station."
IV. SUGGESTIONS FOR COMPLIANCE
Due to the specialized needs of each service community and the variety of station organization types, it may be more confusing than helpful to suggest ways to use community advisory groups. Maximum flexibility will better serve stations, allowing the composition, organization, and role of advisory groups to be tailored to the individual needs of the respective communities.
V. CPB PROCEDURES FOR COMPLIANCE AND CERTIFICATION
1. Each community-licensed station, after reviewing the above information, is to develop documentation indicating the manner of compliance with this requirement.This documentation should indicate, for example, the existence of a community advisory board, the mechanism used to determine its composition, organization, schedule of meetings and attendance records, the role that it plays with respect to the station, and its position relative to the organization of the station. Continued documentation of the activities of the advisory board is also encouraged.
2. The documentation should be kept at each station and be made available to CPB, upon request, to determine the fact and extent of compliance. The documentation should also be available to CPB auditors upon request in the course of a periodic audit.
1. CPB currently requires that each recipient of a CPB station grant certify its continued compliance with the community advisory board requirements. This annual certification is part of the Certification of Eligibility form(s) which are included in the booklets sent annually to each grant recipient for the applicable CPB station grant(s).
2. All such Certification of Eligibility forms must be completed in their entirety and signed by two different individuals: (1) an authorized official of the licensee responsible for signing grants and/or contracts for the licensee who has knowledge and authority to certify that the licensee and its station meet or exceed each of the eligibility criteria listed in the Certification of Eligibility (e.g., chairman, treasurer or secretary of the board of directors, university vice president for finance, president of the school board); and (2) the chief executive officer in charge of the operation of the station (e.g., president, general manager, or station manager).
Copyright 2000 Corporation for Public Broadcasting
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