All:

Last evening, Tuesday, I presented the Wonderwheel bylaws at a WBAI subcommittee meeting in Maplewood New Jersey. The attendance was about 40 people and I felt we had a good general discussion about national bylaws. At the end we discussed potential improvements and I circulated some provisions I would like to see in national bylaws. Some of the provisions are structured around the Wonderwheel bylaws in terms of where the modifications might appear and others are new, but where they might appear in bylaws should be fairly obvious.

I have reproduced my recommendations below in text format and they are also provided as a word document in the attachment.

The recommendations are of several types. They broaden the definition of a listener member, call for no appointed seats, give additional powers to the listener members at both the station board and national levels, establish transparency in reporting to listener members, create a "judiciary" for resolving bylaws disagreements (check on the balance of power) and establish a bylaws convention to be held in several years to review and revise the bylaws that are written this year based on several years of experience with their use.

Hope you all find them interesting.

Larry Romsted

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Draft - Modifications with Justifications to "Wonderwheel" Bylaws - Draft

Summary

1. The work requirement is more broadly defined and a low income waiver is included.
2. An independent body is needed to evaluate the "constitutionality of proposed bylaws repeals initiated by Executive Members. - Revision of III. Section 2 C. Second sentence
3. NO APPOINTED SEATS! Perhaps some nationally famous personalities will stand for election.
4. Listener Members the power to propose changes in the articles of incorporation.
5. Clarifies that Executive members purpose, listener members have power to approve changes in the bylaws. Clarifies that it is a majority vote of all station board members in all five-station areas.
6. Clarifies that Executive Members have the power to propose and listener members have the power to approve changes in the Articles of Incorporation that are ratified by the listeners.
7. No appointed seats, affirmative action.
8. Regular rotation of meeting location.
9. (NEW) Permits listener-members to make formal motions to the PNB.
10. (NEW) Permits listener-members to vote on listener created referenda.
11. (NEW) Judiciary Committee resolves issues concerning "constitutionality" of bylaws and purposes of the foundation.
12. (NEW) The work and decisions of the PNB and the Station Boards shall be available to the listener-members.
13. (NEW) The work of the station boards shall be transparent.
14. (NEW) Creation of a special bylaws convention in several years to review and revise the bylaws for the PNB and the station boards

1. Article III, Section 2.A.

SECTION 2: LISTENER-MEMBERS:

The work requirement is more broadly defined and a low income waiver is included.

A. Any listener (including any staff person) who sponsors a Pacifica station shall be a Listener-member. To sponsor a Pacifica station a listener shall have contributed either 1) the minimum annual membership dues (subscriptions) as defined and determined by the Board of Directors or 2) not less than the number of volunteer hours to the station, Station Board, or other Pacifica Support group recognized by the local Station Board, within the previous twelve months, equal to the amount (rounded to the nearest whole number) of the minimum annual membership dues divided by the minimum wage of the state or district where the station is located. Prisoners, high school students and low income people may petition for a waiver from the dues or labor requirements. For a paid staff person to qualify as a volunteer contributor the hours counting toward contribution must be for hours toward activities not in the paid position.

2. Article III, Section 2.C.

An independent body is needed to evaluation the "constitutionality of proposed bylaws repeals initiated by Executive Members. - Revision of III. Section 2 C. Second sentence.

C. The Listener-members of each station shall have the power to adopt, amend, and repeal the bylaws of their respective station boards. subject only the limited power of The Executive Members to repeal any appeal any provision not in keeping with the purposes of the Foundation or the Foundation's By-laws to the Judiciary Committee. The procedure for proposing changes to the station bylaws to be voted upon by the Listener-members shall be as provided in each station's bylaws (see Articles VIIIA and Article IX, Section 1.

3. Article III, Section 2.E.

NO APPOINTED SEATS! Perhaps some nationally famous personalities will stand for election.

The Listener-members of each station shall have the power to elect one (1) member two (2) members to the Board of Directors as provided for in Article IV, one representative from their respective station area and one national representative.

4. Article III, Section 2.G.

Listener Members the power to propose changes in the articles of incorporation.

G. The Listener-members shall have the sole power to adopt, amend, and repeal any of the Foundation's Articles of Incorporation as proposed by referendum by the listener members or by majority vote of the Executive Members of all station areas or two-thirds (2/3) majority vote of the Board of Directors. Proposed changes in the Articles of Incorporation shall be voted at the next regular election.

5. Article III, Section 3.B.

Clarifies that Executive members propose, listener members have power to approve changes in the bylaws.. Clarifies that it is a majority vote of all station board members in all five-station areas.

C. The Executive Members shall have the power to review and propose repeal by two-thirds (2/3) majority vote any provision in a station's bylaws that violates the purposes of the Foundation, the Articles of Incorporation, the Foundation's By-laws, or any other provision of law. This power is limited to the power to repeal and shall not include or extend to a power to adopt or otherwise amend by addition any provision in a station's bylaws.

6. Article III, Section 3.C.

Clarifies that Executive Members have the power to propose and listener members have the power to approve changes in the Articles of Incorporation that are ratified by the listeners.

The Executive Members of all five station areas shall have the power to propose by majority vote adoption, amendment, or repeal of any article of the Foundation's Articles of Incorporation to be voted on by the listener-members

7. Article IV, Section 1.C.

No appointed seats, affirmative action

C. Number: There shall be two (2) Directors from each station area and such number of at-large Directors as the Board of Directors shall from time to time decide but no more than five (5) at-large Directors. (9/30/61), one elected by the listener-members and one elected by the local station board. Five (5) national Directors will be elected by the listener members. A Candidate Search Committee will be responsible for finding a diversity of candidates.

8. Article V, Section 1.

Regular rotation of meeting location.

SECTION 1 TIME AND PLACE OF MEETINGS: Meetings of the Board of Directors shall take place three (3) or more times per year, at such times, dates and places as designated by a majority vote of the Board of Directors at the previous meeting. The meeting nearest to September shall be referred to as the annual meeting and shall be concurrent with the annual meeting of the Executive Members for the report on the state of the Foundation. (1/31/84) All meetings shall occur in a location not farther than 25 miles from a Pacifica station's offices and the meetings will be rotated between the five station areas on a regular basis.

9. New Article. Motions by Listener-Members

Permits listener-members to make formal motions to the PNB.

MOTIONS BY LISTENER-MEMBERS. Motions submitted by 200 or more listener-members concerning changes in the foundation’s bylaws, articles of incorporation, and others matters of business, such as national programming, as provided for in these bylaws will be placed on the agenda and voted on at that or the subsequent meeting of the board of directors.

10. New Article. Referenda

Permits listener-members to vote on listener created referenda.

REFERENDA. Referenda proposed by 200 or more listener-members, at two-thirds (2/3) majority of the directors, or a majority of the executive members concerning changes in the foundation’s bylaws, articles of incorporation, and other matters of business, such as national programming, as provided for in these bylaws will be placed on the next ballot for election of boards of directors.

11. New Article. Judiciary

Judiciary Committee resolves issues concerning "constitutionality" of bylaws and purposes of the foundation.

ELECTION AND MEMBERSHIP: Beginning with the 2003 election of directors and every six years thereafter on the same ballot as the election of directors, listeners will elect from each station area one person who will serve on the judiciary committee composed of five members. Members of the Judiciary Committee may be recalled by the same process used for Directors.

FUNCTIONS: The judiciary committee will hear appeals from the listener-members, executive members and directors concerning repeal of any provision of the bylaws that is not in keeping with the purposes of the foundation or the foundation’s bylaws (Article III. Section 2.C.). The decision of the judiciary committee is final.

12. New Article. Transparency PNB

The work and decisions of the PNB and the Station Boards shall be available to the listener-members.

A. REPORTS. The directors of the corporation must report on the state of the network to the listener-members annually at one of its national meetings. This report will include but not be limited to: A summary financial report for the past fiscal year, changes in listener-membership, efforts at increasing the listener base, changes in programming and their justification, and related information on the health of the network.

B. VOTING RESULTS. Complete balloting results will be reported for all national and station board elections.

C. AVAILABILITY OF INFORMATION. Meeting of the board of directors will be open to the public., will be broadcast on the five stations whenever possible, streamed on the web and stored on the national web site for ready access. Paper copies of national reports will be available to listener-members and the public by mail or visit from the national and station offices.

13. New Article. Transparency Station Boards

The work of the station boards shall be transparent.

TRANSPARENCY. Station governing boards have the same responsibility as the board of directors to the listener-members in their station area to provide annual reports, voting results and ensure the availability of information as the directors do nationally (See article IX: General provisions, Section 6A-C)

14. New Article. Bylaws Convention

Creation of a special bylaws convention in several years to review and revise the bylaws for the PNB and the station boards.

In the year 2006, a special convention will be held to review the performance of the bylaws and election procedures adopted in 2002-2003 and to propose amendments. The convention will be composed of 25 representatives, five from each of the five station areas elected by the listener-members in their respective station areas. Recommended changes will be made by simple majority. These revised bylaws will be circulated, discussed, finalized and then voted on during the national ballot in 2007. If the recommended changes pass, they will become the new bylaws and election procedures. If they fail, the process will be repeated beginning in 2008. This provision will be dropped from the bylaws when they pass.

Larry Romsted
romsted@rutchem.rutgers.edu
http://rutchem.rutgers.edu/faculty/romsted.html