[ From Jabari Zakiya and the WPFW bylaws revision subcommittee ]

New Proposal To Determine Membership and LAB composition

Proposal:
1) It is proposed that a "member of the Foundation" be defined as a natural person who has the right to vote for Directors of the Foundation.

2) The LABs of each signal area are comprised of the "members" of the Foundation.

3) To become a "member" a person must fill out an applilation form, and meet a set of stipulated objective criteria.

4) The LABs are comprised of the "members" of the Foundation for a given listening area.

5) The size of the labs is unrestricted, and will be as large as the number of "members" for a given station listening area.

6) Terms of "members" are 2(?) years.

7) "Members" must reapply to continue their membership at least 30(?) days prior to the expiration of their membership, and then be certified to have continued to meet the membership criteria to maintain a new term of "membership".

8) Rights of Members
a) "Members" shall have the right to vote for Directors of the Pacific National Board.
b) "Members" shall have the right to convene a yearly meeting.
c)

9) Duties of Members
a) Members must maintain a sufficient level of LAB participation
b) Members must be on at least one LAB subcommittee.
c)

10) Revocation and Expiration of Membership

Genesis:
This proposal emanates from the Th 10/10/02 WPF Bylaws Committee discussion regarding "membership" of the Foundation, and LAB composition.

Rationale for Proposal:
This proposal seeks to resolve some of the confusion associated with the concept of membership, expressed in the Houston iPNB meeting in September 2002, and to address the concerns about inclusion promoted by the various constituency models.

The definition of "member" of the Foundation used in the proposal was deemed necessary, and sufficient, to meet the definition of "member" as defined in the California Corporation Code section 5056:

- --------------
5056.(a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election of a director or directors.... "Member" also means any person who is designated in the articles or bylaws as a member and, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote on changes to the articles or bylaws.
- --------------

Thus, in order to legally be a "member" of the Pacific Foundation under California law, all "members" would have to be able to at least be able to vote for Directors of the Foundation. The definitions, and effective rights of "members" as listed in most of the draft proposals, conflicted with a California corporation's legal requirement. The legal conflict was created by restricting voting for the Foundation's Directors to just "members" who were on the LABS, and not to "members" at large.

So, this proposal reconciles the conflict.

The proposal also helps resolve some of the philosophical and political issues which have preoccupied some Pacific activists. It does this by eliminating the need to define 'constituencies' for the purpose of LAB composition, and voting.

Under this proposal, anybody who wants to, can become a "member" of the Foundation(LAB), by applying, and meeting the membership criteria. THERE ARE NO RESTRICTIONS ON THE NUMBER OF PEOPLE WHO CAN BECOME MEMBERS, OR THE SIZE OF THE LABS.

The philosophy motivating this is that anyone who wishes to work to fulfil the mission of Pacific can, at their own discretion, decide to become (and remain) a member of the Foundation, based on their participation with the LAB (or the station). It is not predicated on financial contributions.

The WPFW subcommittee felt that people who want the right to select the Directors of the Foundation, and have direct stake in governance and decision making, should, thus, have more responsibility, and accountability, to the Foundation, based on their work.

People who merely (or mostly) want to support the stations through financial donations, shall be considered listener "sponsors" or "patrons" (who may also earn the rights of members), but could/would have certain "privileges" as sponsors or patrons.

These privileges could be things like subscriptions to the Folio, or station program guides, discount tickets to special events, discount rates to vendors, etc. This, in fact, is exactly the relationship most contributors to the stations have already (without even receiving a program guide, let alone something along the lines of a Folio).

Benefits of this Proposal:
1) Makes the definition of "members" conform to CA corporation law.
2) Creates only one class of membership, open to all.
3) Removes financial impediments to becoming a member.
4) Mandates members must work to fulfil the Foundation's mission.
5) Is inherently inclusive for anybody who believes in the mission.
6) Promotes a culture of accountability and responsibility.
7) Is simple to understand and monitor.
8) Eliminates the need to have LAB elections.
9) Is fundamentally cheaper to maintain (no campaigns, elections).
10) Prevents unknown people from voting for Directors.
11) Increases the pool of people who could become Directors.
12) Simplifies the bylaws.

There are other details that still need to be worked out. But this proposal codifies an inherently more holistic concept of "membership" and LAB composition. It also is more philosophically harmonious with the mission of Pacific, and codifies a structural base for the bylaws which can better (simpler, and with less friction) facilitate thinking about other provisions and issues in the bylaws.