From: Carol Spooner - wildrose@pon.net
Subject: Pacifica Bylaws Committee Meetings
Date: Fri, 22 Mar 2002 01:47:24 -0800

March 21, 2002

PACIFICA FOUNDATION BYLAWS REVISIONS COMMITTEE -- OPEN MEETINGS

KPFT - Houston
Friday, 3/22, 7 pm
2990 Richmond Ave, 6th Floor, Houston
Chair - George Barnstone gbarnstone@pdq.net

KPFA - Berkeley
Tuesday, 3/26, 7 pm
Unitarian Universalists Fellowship Hall, Corner of Cedar & Bonita,
Berkeley
Chair - Carol Spooner wildrose@pon.net

WBAI -- TBA Co-Chairs - Ray Laforest raylaforest@mindspring.com and Janice K. Bryant JBryant@essence.com
(Ray Laforest, Carol Spooner & listener-activist Andrea Fishman will be discussing the bylaws revisions and other things on WBAI on Friday, 3/22, from 10-12 pm with Habte Salasse.)

WPFW -- TBA Co-Chairs - Rob Robinson rrobinson@horne.com and Jabari Zakiya jzakiya@hushmail.com

KPFK -- TBA
Chair - Dave Fertig DFertig@workerlaw.net

Under the legal settlement agreement binding on the Pacifica Foundation, the interim board of directors must review and revise Pacifica's bylaws over the next few months. The revised bylaws must be approved by a 2/3rds majority vote of the interim Pacifica Board of Directors. The new bylaws will make provisions for election of local station boards (also known as Local Advisory Boards or LABs) as well as the national Pacifica board of directors, which must be approved by majority vote of at least 3 of the 5 current station boards as well as by a 2/3rds majority vote of the interim board of directors.

The interim board adopted a resolution at the Los Angeles board meeting on March 10th to form a committee to review and revise the bylaws. The committee will consist of 5 subcommittees in each of the five station areas chaired by an interim board member. All members of the public and station staff members are welcome to attend and participate in the subcommittee meetings. Your ideas are needed. (A copy of the board resolution is pasted at the bottom of this notice.)

Some resource documents are posted on the Pacifica Foundation webpage at www.pacifica.org under "Governance -- Documents for Bylaws Revision Committee",[ and on wbai.net's bylaws, history, and governance proposal pages as well ] including the Pacifica Articles of Incorporation, several historic versions of the Pacifica Bylaws over the past 50 years, a "boilerplate" version of California nonprofit public benefit corporation bylaws from Nolo Press, and the current KPFA local board elections rules.

We are beginning the task of reviewing and revising Pacifica's bylaws with some ultimate objectives and some open-ended questions. The Pacifica Foundation is incorporated as a "California nonprofit public benefit corporation", and our bylaws must conform to the requirements of California nonprofit corporations law (even though we have stations in 3 states and the District of Columbia).

Ultimate Objectives:

• To insure that Pacifica's governance structure serves and protects the purposes of the Foundation as set out in the Articles of Incorporation.
• Any bylaws revisions must ultimately be approved by a 2/3rds majority vote of the interim Pacifica Board of Directors
• Any bylaws concerning the number or manner of election of local board members and/or national board members must not only be approved by 2/3rds of interim Board, but also by majority vote of at least 3 of the 5 local station boards (or LABs).
• Under the legal settlement agreement binding on the Pacifica Foundation, our new bylaws must provide for elected local station boards/LABs. "The KPFA model will be the starting point for the new bylaws concerning election of LAB members, and will be modified as needed. Guidelines will be issued to ensure access to air and to avoid any abuses that would prevent fair elections."

Open-Ended Questions: (this list can and probably will be expanded as discussion progresses):

• How can Pacifica governance best be structured to insure that the foundation continues committed to its founding purposes ... both nationally & at the local level?
• What checks and balances are needed against dictatorial abuses from above (e.g., the board of directors and/or the national executive office agreeing to the programming dictates from the CPB) and against takeover from below (e.g., station listeners/producers preferring right-wing programming)?
• Who should be eligible to be a "member" of the Pacifica Foundation? (California law defines "member" as "any person who has the right to vote for the election of a director, or the disposition of all or substantially all of the corporate assets or on a merger or dissolution, or any person designated in the articles of incorporation or bylaws as a member and, pursuant to a specific provision of the articles or bylaws, has the right to vote on changes to the articles or bylaws.")
• Should there be more than one class of "members" with different rights? (e.g., members with the right to elect local station board & have the right to vote on changes in the bylaws or some other rights, and other members with the right elect the directors and have the right to vote on changes in the bylaws or some other rights.)
• Who should be eligible for election to the board of directors? What qualifications?
• How many directors should there be? (California law requires that we specify a definite number, or a maximum and minimum number, of directors.)
• Who should elect directors?
• Should there be any appointed directors?
• How long should a directors' term be (California law sets a 3-year maximum for membership corporations)
• What provisions should be made for removal of directors. (California law requires that those who elected a director must have the right to remove him/her "without cause" ... but there can be other additional provisions in the bylaws for removal of directors, if desired.)
• Who should elect local board members?
• Should there be any appointed local board members?
• Should all local boards have the same election rules?
• Should local boards have "governance" powers, or should they remain solely "advisory"? (If local boards have "governance" powers, then separate additional local advisory boards would be required for stations that apply for CPB grants.)

• If local boards have "governance" powers, what powers should the national board have to insure stations' performance of Pacifica's purposes?

Carol Spooner
Chair, Pacifica Bylaws Revisions Committee

-------------

The following proposal establishing the bylaws committee was adopted by the interim board of directors on March 10th. Carol Spooner was named Chair of the national committee, with the task of coordinating communications among the five subcommittees and the objective of coming up with a unified set of recommended bylaws for approval by the interim board and the LABs.

PROPOSAL FOR ESTABLISHMENT OF A BOARD COMMITTEE TO REVIEW AND DRAFT PROPOSED REVISIONS TO THE PACIFICA FOUNDATION BYLAWS

Under our legal Settlement Agreement this interim board is charged with the following obligations:

3.b. Amendment of Bylaws. The Interim Board will fully review and revise the Pacifica Foundation bylaws to conform with legal requirements. This review will be done in consultation with the LABs and the listening community in all five station areas. Any bylaws concerning the number or manner of election of directors and/or LAB members must be approved by majority vote of three (3) of the five (5) LABs. In the event that the Interim Board and three (3) of the five (5) LABs cannot agree on the number or manner of election of directors or LAB members within the 1-year time limit, or any extensions of that limit, then the dismissals of the Adelson and/or People ex rel. Spooner actions may be vacated against the Foundation for the purposes of obtaining a judicial determination of the issues raised in those actions concerning the membership of the Foundation and the validity of the bylaws and Articles relating to the number and election of directors and/or LAB members, as described in Paragraph 5.

3.c. Develop a comprehensive plan for, and oversee, elections of members of the LABs, pursuant to new bylaws, which elections will be held at the end of one year following the first meeting at which the Interim Board is seated and conducts business. The KPFA model will be the starting point for the new bylaws concerning election of LAB members, and will be modified as needed. Guidelines will be issued to ensure access to air and to avoid any abuses that would prevent fair elections.

To carry out these obligations the board shall immediately establiblish a committee, composed of five subcommittees - one in each signal area -- as follows:

- At least one member of the iPNB from each of the 5 signal areas;
- At least three members from each of the 5 local station boards; and
- All members of the listening public and station personnel (paid or unpaid) who wish to participate.

The task of this committee is to draft proposed bylaws that a 2/3rds majority of the iPNB will approve and, as to bylaws concerning the number and manner of election of LAB members and the board of directors, that at least 3 of the 5 LABs will approve by majority vote. This will require a wide-ranging discussion of many issues and excellent communication and feedback to and from the LABs and the iPNB and the committee as the discussions progress.

The iPNB shall select a Chair for the Committee who shall be responsible for coordinating communications among the five subcommittees, and an iPNB member from each signal area shall be the Chair of the subcommittee for that signal area. The subcommittee chairs may delegate meeting facilitation to another person, if they wish.

Each of the five subcommittees shall endeavor to meet weekly in the evenings or on weekends when the most people can attend. The time and place of all subcommittee meetings shall be announced on air several times a day for at least 3 days before each subcommittee meeting, and the Chair of the subcommittee shall make certain that meeting dates and times are also posted to public internet Pacifica-related discussion lists.

Within 10 days the committee chair will draft an initial list of issues to be discussed by the subcommittees. The list will be submitted for comments to the board and then forwarded to the subcommittees for discussion.

By April 15th, each of the five subcommittees shall distribute brief written statements of various points of view concerning these issues to the other four subcommittee Chairs for distribution to all subcommittees.

By May 31st, the committee shall produce and circulate one or more "rough drafts" of proposed bylaws. The subcommittees should make every effort to communicate among themselves, find areas of agreement, and to consolidate their "rough drafts" to the greatest extent possible. The "rough draft(s)" will be circulated to all iPNB members and LAB members, as well as to Pacifica's legal counsel, for review and comment. The rough draft(s) shall also be posted to the Pacifica Foundation web page.

By July 15th, the committee shall produce a "revised draft" of proposed bylaws, taking into consideration that any bylaws concerning the number and manner of election of LAB members and the national board must be approved by majority vote of at least 3 of the 5 LABs in addition to approval by 2/3rds majority vote of the interim board of directors. This "revised draft" will again be circulated for review and comment to all iPNB members, LAB members, and Pacifica's legal counsel, and will be posted to the Pacifica Foundation web page.

By August 15th, a final draft of proposed bylaws shall be submitted to the iPNB and to the 5 LABs. At least 3 of the 5 LABs must approve, by majority vote, any bylaws concerning the number and manner of election of LAB members and Foundation directors for those bylaws to become effective. All bylaws must be approved by 2/3rds vote of the iPNB to become effective.

The target date for obtaining all required votes of approval is August 31st.

Under the legal Settlement Agreement, the LAB elections must be completed by December 29, 2002 (one year from the date of the first meeting of the iPNB). Based on the KPFA experience, LAB elections will take 3 months to conduct, including fielding candidates, conducting "campaigns", mailing ballots with a 30-day return period, and counting the votes. A new board of directors shall be elected, pursuant to the new bylaws, for terms to commence March 29th 2003.