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Houston DAILY REPORTS and Documents | iPNB Houston meeting info
Daily notes from the iPNB meeting
on bylaws, Houston

11-23-02: Saturday

Apologies for name misspellings.
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Directors present:
David Fertig, Carol Spooner, George Barnstone, Leslie Cagan, 
Robbie Robinson, Janice K Bryant, Ray LaForest, 
Jabari Zakiya,Charles Smith, James Ferguson

Not present: Teresa Allen, Pete Bramson, Bert Lee, 
Marion Barry, Dick Gregory

Meeting convenes 9:25 am 

Chair Cagan - Recaps last evening's meeting. Public
and iPNB board comment sessions were good and useful.
Reminds everyone that we need to get through the work,
to stay focused.
Robinson will present the Pacifica bylaws drafts consolidation - revised.
Then key controversial items will be discussed first.

Robinson gives props to tech crew with some confusion. 

Presentation of Pacifica bylaws drafts consolidation - revised

Robinson - This is not a new draft, but a 
compilation. Explains key of
different text formatting for different 
categories of bylaws items
and what some of the main items are.
Alot of items could be argued to be procedural - better suited
for policy manuals etc, but such things
have always been in the Pacifica bylaws.

Cagan - Will begin ARTICLE THREE, section 2, A:



(1)The Listener-Sponsor Members of a radio 
station area shall have the right to elect
Delegates to sit on the LSB and, as such, 
to elect Directors from their radio station area
to sit on the Foundation Board. They shall 
have the right to remove any Delegate elected
by them and any Director elected by the Delegates 
from their radio station area in the
manner provided in Article 5 of these Bylaws 
and consistent with the provisions of Section
5222 of the California Corporations Code. 
The removal by the Members of any Delegate
who is also serving as a Foundation Officer 
or Director shall serve to remove that
Director from the Board of Directors and 
from all offices of the Foundation. 
(2) The Staff Members for each station area 
shall have the right to elect Delegates to sit
on the LSB and, as such, to elect Directors 
from the radio station area to sit on the
Foundation Board. They shall have the right 
to remove any Delegate elected by them and
any Director elected by the Delegates from 
their radio station area in the manner provided in
Article 5 of these Bylaws and consistent with 
the provisions of Section 5222 of the California
Corporations Code.  

Bryant - Is it clear what "delegates" are?

Spooner - Clarifies. A delegate is a local station board member.

Some discussion as to clearly defining terms before
using them. It is agreed with Ferguson's suggestion that
definitions should go in the beginning of the document.

Spooner - Points out flaws in the language. It should read
that the members elect the delegates and the delegates
elect directors to the national board.
Offers clearer language regarding this.

Zabari - Question of process; will decisions at this meeting 
be straw polls or final bylaws language?

Cagan - Basically straw polls, a 
lawyer will have to review

Zabari - Concerned about the definition 
of members and delegates
duties and activities are not yet in bylaws.
He has some ideas for roles. Would like 
to have philosophical
discussion on that now because it affects 
all the other sections.

Spooner - This section discusses rights of members.

Zabari - Wants to discuss and clarify 
regarding members.

Cagan - Agrees that they will have brief 
discussion as this does affect everything else.

Zabari - Talks about the 
proposal that he made at Oct. D.C. meeting 
that requires that there be a solid 
requirement of participation and 
commitment for in order for 
people to become voting members and 
people on boards of Pacifica...
Supports bylaws that promotes this.

Cagan - Breaks this down into 2 central 
issues for discussion: 
- whether there will be elections
- defining a member.

Spooner - The decision for elections was 
determined in the lawsuits settlement a year ago. 
Let's get on with it.
[some applause]

Chair Cagan allows KhaRabia Rayford (DC) to speak because she wasn't 
here yesterday.

KhaRabia Rayford, WPFW LAB - Suggestion 
with regard to determining that people qualify for membership 
and to be on a board: proof of understanding the mission 
and stating of a one year goal they would have for the 
that board.

Chair Cagan - The iPNB needs to settle 
this issue of elections or not
so let's have a motion and a vote on 
whether or not to have elections
even if it was pretty much decided last year.

Zabari - Yes, but elections can often 
produce people who are just 
there to sit on a board, not necessarily 
there to do the work.
Elections will be a source of strife and 
conflict, create a lot of work.

Cagan wants to have the vote, Zakiya request 


LaForest - Zabari is right on many points, 
but elections will be a positive thing.

Robinson - There has yet to of been a good 
governance setup at Pacifica, things are 

Ferguson - Disagrees that Pacifica is 
bound by the settlement to have
elections. Have some confusion over 
Zakiya's ideas...

Barnstone - Likes Zabari's ideas very much. 
Wishes that had come sooner.
Elections will happen.

That Pacifica re-commits there be
That members of Pacifica will elect
local station boards
8 for
1 opposed (Zakiya)

Back to discussion of recall...

Robinson - Goes over language
[see above]

Ferguson - Point of order that is was agreed to go to 
defining members.

Robinson - Goes over language regarding members



There shall be two classes of members: 
(A) "Listener- Sponsor Members", and (B) "Staff Members". 

"Listener-Sponsor Members" shall be any natural
 persons (not including paid or unpaid
management or non-management members of station
 staff or Pacifica Foundation national
staff) who within the preceding 12-month period:
 (1) have contributed a minimum $25
donation to any Pacifica radio station, or such
 minimum amount as the Board of
Directors may from time to time decide, or (2)
 have volunteered a minimum of 3 hours'
work to any Pacifica radio station. 

"Staff Members" shall be: (1) any non-management
 permanent paid employee of a
Pacifica radio station, or (2) any unpaid worker
 or volunteer who has worked for any
Pacifica radio station at least 15 hours in the
 preceding 3 months or at least 30 hours
in the preceding year. 

Membership shall be determined
 by radio station area, and each Pacifica Foundation
radio station shall maintain a register
 of its Listener-Sponsor Members and Staff
Members. In the event that a person qualifies
 for membership in more than one radio
station area, he or she shall be entitled to
 only one membership and shall notify the
Foundation of which radio station area s/he
 wishes to be a member. In the event that a
person qualifies both as a Listener-Sponsor
 Member and as a Staff Member, such
person shall be deemed to be a Staff Member. 

A Local Station Board may choose to waive the
 gift requirement for Listener-Sponsor
Membership for reasons of financial hardship
 for anyone who, due to incarceration or
disability, cannot volunteer his/her time.
 RECOMMENDATION: LSBs may choose to
waive the gift or volunteer requirement
 for membership by making a determination
of hardship, where the proposed member has
 demonstrated an interest in becoming
a member. 

Fertig - On how to determine member 
qualification regarding knowledge
and involvement with Pacifica is tricky. 
Not entirely comfortable
with some of the past ideas.

Zakiya - The article doesn't actually 
define what a member is.

Bryant - There needs a higher bar for 
requirement for staff members.

Spooner - The requirement in the draft 
took into account actual experiences at 

Cerene Roberts, WBAI - At WBAI the requirement is 
10 hours a month and 20 hours every 2 months

Dan Coughlin, executive director - with 
the national broadcasts there
have been many people who are not in 
any of the five station areas.
It would be good to leave room in 
membership for them.

Spooner - Those contributors can 
associate with the station who's
website they listen through.

Cagan - The $25 contribution requirement 
may be a high for too many
people. Requesting a hardship 
waiver is a very stressful thing
for many people. Supports finding a way 
to find the broadest definition of 
expressing one's connection to the stations, 
people should not have to jump through hoops. 
Apologizes for not having
specific language. There is also the 
issue of management being able to vote.

Spooner - Agrees with Zabari that there
needs to be a clear way of
defining people who have a commitment
to Pacifica. The takeover
by the religious right, for example is
a real threat. $25 or three hours
volunteering a year or requesting a
waiver isn't jumping through

-- brief break to change cd in live recording setup --

Fertig - None of the proposed member requirements
guarantee that the person is committed to Pacifica.
There has to be some leap of faith.
Is flexible about reducing the $25 requirement.
Supports management being able to vote as they
qualify as staff.

LaForest - Agrees that management should be able
to vote. Not so worried about take over from 
bottom up (Religious right etc.)
Supports a provision that people could become
a member with a future commitment to contribute
or volunteer.

Bryant - Proposes some language.

Cagan - Suggests the word "adjust" to replace the 
word "lower" the money requirement in language
suggested (by Donna Gould)

Spooner - Ambiguity invites lawsuits.
Don't get mushy on us...

[cellphone rings loudly]

Ferguson - can cell phones put on vibrator

[laughter and suggestion of handing out vibrators]

Zakiya - something about definition of members...

Fertig - Suggests that contributors receive
a card with the normal mailing that accompanies
a pledge drive which they fill out and return saying that
they are opting to be voting member and
provide contact info so as to not simply mail out
thousands of ballots to people not interested in 
participating in LSB elections.

Cagan - 

Spooner - The request that Pacifica maintain
a list of all the members with future commitment 
(LaForest suggestion above)
is too difficult... why are we wasting 
so much time trying to add to all this membership language
with so much work on bylaws to be done?

Ferguson - lower the contribution amount required to $1

Cagan - 

Zakiya - members need have a real commitment

Bryant - we already call contributors members.
Let's move on...

Spooner - Moves lowering contribution requirement to $10...?

Robinson - not necessary if LSB can adjust ...

Straw poll:

listener-member requirement: $25 contribution, 3 hours volunteer year, can be adjusted by LSB on case by case basis 8 for 1 abstain
Cagan et al - goes over suggestions for staff member definitions... Cagan - questions whether management would be staff, therefore having staff voting rights. Spooner - feels that management should vote as listener-members Fertig - disagrees, management should vote at staff. Cagan - Spooner- there is a legal issue with management voting, and that management shouldn't be voting on who is their boss. [ local station boards ] Fertig - Bob Lederer, WBAI - there are fundamental differences in the interests of staff and management and agrees with Spooner proposal Straw poll: That management may votes as listener-sponsors
7 for 1 against 1 abstain
Miguel Maldanado, WBAI LAB - asks about reference in draft to Section 5222 of the California Corporations Code [see above] Fertig - clarifies that it means that if you have the right to elect a director , you have the right to remove them Cagan - do we need this specific code reference instead of a general statement that the bylaws conform to CA code. Spooner - yes, it's specific to member rights. ...discussion regarding including this specific reference Straw poll:
To reference in draft to Section 5222 7 for 1 abstain [??]
Spooner - about retaining next portion regarding recall [see above]. Agreed. Robinson - discusses item B. AMENDMENT OF BYLAWS regarding notifying membership involvement in bylaws amendment process [see above] Spooner - moves that items B and C be removed as this is addressed in ARTICLE 17. Agreed Cagan - Reads section APPROVAL, ACQUISITION, OR DISPOSAL OF MAJOR ASSETS [see above] Bryant - the word "may" should be removed [applause] Zakiya - Spooner - Supports KPFA language with regard to major assets defined by anything worth more than $500,000 but supports defining more by items. ...discussion as what to specify ...licenses, land and building, archives, ...discussion regarding whether to include intellectual property (copyrights etc) and concern with not to overly tying Pacifica's hands. Cagan - suggest consulting with archives department with regard to intellectual property... Spooner - the issue is whether the members have the right to vote regarding acquisition or disposal of major assets in general. Mostly concerned about the licenses and probably intellectual property. Leslie Radford has suggested Miguel Maldanado, WBAI LAB - the issue is whether the members have the right to vote regarding acquisition or disposal of major assets. Cagan - breaks down item Straw poll:
that members has vote in disposal of major assets 8 for 1 abstain
Straw poll:
that members has vote in acquisition of major assets 3 for 2 against 3 abstain [??]
Cagan - members having vote on major acquisition needs more discussion Zabari - members having vote on major acquisition not critical. Fertig - members should have vote on major acquisition Spooner - with regard to acquisitions, the laws provides members with the right to approve mergers. Concerned with membership being qualified to judge the complexities Cagan - concerned with Pacifica getting hung up by process. Ferguson - isn't acquisition the same with disposal of assets? Cagan - yes, but not exactly Dan Coughlin, executive director - with Pacifica's dire financial situation earlier this year, having to have member approval could of seriously impacted the situation. ...some discussion of this Zakiya - this is all based on assumption of lack of trust of Pacifica board and that any of this in unlikely to happen with out people knowing about it. Cagan - there is a strong desire thoughout Pacifica to have member votes regarding major assets. ...more discussion as to details of what would be included as subject to member votes Cagan - the sense is that the licenses are the issue Lydia Brazon, KPFK - disagrees that the local station boards have been left out of this. Miguel Maldanado - the LABs should be consulted. Cagan - clarifies that what's currently being discussed is the section on member rights Otis Maclay, KPFT PD - there are different classes of licenses such as repeaters LaForest - the LABs should be involved. Jane Jackson, KPFA area - have to be careful about acquisitions of licenses as well Bryant - asks that there be more discussion and to table member voting rights on acquisitions. Chair Cagan - it's agreed to table member voting rights on acquisitions. Agreed that there needs an additional meeting this evening at nearby location. lunch break 1:15 pm reconvene Ted Wiesgal, KPFT - concerned with there being a more precise definition of what is a staff member Spooner - it's been determined that staff elects staff... Byant - what is policy regarding on-air campaigning Spooner - clarifies kpfa policy kpfa policy Next topic: ARTICLE FOUR: ELECTION OF DELEGATES Cagan - board really needs to focus and not be introducing new items at this time Robinson - recommends adopting KPFA model proposal for nomination procedures Spooner - reads policy from ARTICLE FOUR: section 2 of the KPFA bylaws draft on the grid SECTION 2. NOMINATION OF DELEGATES A. Nominations for the office of local station Delegate shall open on September 1st of each year and close on November 1st 2. Nomination papers shall be delivered to an independent and neutral elections coordinator, who shall not hold any elective Foundation office and who shall not be an employee of the Foundation, who shall be chosen by each Local Station Board, by majority vote, to oversee and certify the fairness of the elections and conformity with these bylaws. Nomination papers shall consist of the required number of signatures on a form to be provided by the election coordinator, a statement of whether the candidate is running for election as a Listener-Sponsor Member or a Staff Member, and a statement up to 500 words in length by the candidate which shall be mailed to the voting members. The names of up to ten (10) nominators may be listed at the end of a candidate’s statement. The candidate shall also indicate his/her gender, and racial or ethnic heritage, i.e., European, African, Latin American, Native American, Asian, Pacific Islander, Arab, or declines to state. B. Any Listener-Sponsor Member in good standing may be nominated for the position of Delegate by the signatures of ten (10) Listener-Sponsor Members in good standing, provided that no person who holds any elective or appointive public office at any level of government - federal, state or local - or is a candidate for such office, or who has held such elective or appointive office within the preceding 3 years, shall be eligible for election to the position of Delegate. A Delegate shall be deemed to have resigned the position of Delegate if s/he becomes a candidate for public office or receives a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies. C. Any Staff Member in good standing may be nominated for the office of Delegate by the signatures of five (5) Staff Members in good standing, provided that no person who holds any elective or appointive public office at any level of government - federal, state or local - or is a candidate for such office, or who has held such elective or appointive office within the preceding 3 years, shall be eligible for election to the position of Delegate. A Delegate shall be deemed to have resigned the position of Delegate if s/he becomes a candidate for public office or receives a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies. Cagan - is everyone clear on this? Fertig - Spooner - this is pretty much the process used in the 2 KPFA elections Bryant - how is elections coordinator chosen? Spooner- by the local station board Donna Gould, WBAI area - wants to go over her hybrid elections proposal ...determined that there isn't a real different Barnstone - how long is nominating period? Spooner - 2 months. Supports decreasing that to 40 days for this first election David Greene, KPFA elections committee - Cagan - asks for discussion as to whether to have 10 or 50 signatures required? ...various board members favor 10 Curtis Gray, KPFA LAB - meetings for this process are important favors less signatures, would facilitate less popular, yet valuable candidates. Cagan - can people sign multiple candidate petitions? A: yes Straw poll: for either 5,10,20, 50signatures required to be a candidate in for local station board
3 for 5 5 for 10 5 for 20 3 for 50
Straw poll: for either 10, 20 signatures required to be a candidate in for local station board
4 for 10 4 for 20
Straw poll: for 15 signatures required to be a candidate in for local station board
Cagan - moves on to candidate eligibility, part C. [see above] Already covered elsewhere. Jane Jackson, KPFA - question on eligibility Bob Lederer, WBAI area - clarifying that latest version of KPFA language is that station/Pacifica management is not eligible Manijeh Saba, WBAI - requests changing language regarding middle-eastern people to read "middle-eastern". Agreed. Cagan - next section(2) on staff seat eligibility. Language agreed. [see above] Cagan - SECTION 3. - size of local station boards SECTION 3. SIZE AND COMPOSITION OF LOCAL STATION BOARDS Local Station boards shall include between 18 and 24 members, "Staff Members" shall comprise one-quarter of the membership. (SUGGEST: grant LSBs authority to amend maximum size of membership by affirmative vote, upon notification of Foundation Board.) ...discussion Debbie Campbell, KPFT area - suggest minimum of 20 because it is divided by 4 [four is important because it is proposed that 1/4 of the LSB will be staff seats] Lydia Brazon, KPFK - suggest using a range for staff percentage of LSB ...not supported by iPNB Donna Gould, WBAI area - supports a larger number at top of range Fertig - some concern about using a range Spooner - range allows for flexibility at local level Next: SECTION 4. DELEGATES' TERMS OF OFFICE, ELECTION CYCLE A.Delegates’ terms of office on the LSBs shall be three years. B.The delegates’ terms of office shall be staggered. LSBs elections need not be conducted annually C.The term of a Delegate shall be three (3) years. A director may serve two (2) consecutive three-year terms. A Delegate shall not be eligible for further services as a Director until one year has elapsed after the termination of the Delegate’s second consecutive three-year term. David Greene, KPFA election coordinator - Recommends 2 year terms with 2 elections held every 3 years: 1/3 the board, 1/3 the board then a larger election (more greatly facilitates diversity) on the 3rd election Cagan - Bryant concerned about frequency of elections with regard to the workload. Greene - after the first election, it becomes a lot less work. Barnstone/Bryant - what is the advantage of staggering the elections so that 1/3 of the board are elected? Spooner - goes over the advantage of choice voting Cagan - is there any basic disagreement on staggered elections? Bryant - concerned with complexity of choice voting Greene - assures that it works, has been around 100 years Cagan - any disagreements with B and C? [see above] A: NO. Bob Lederer, WBAI - Brings up the issue of grandparenting of current LAB members. Grandparenting discussed... Spooner - supports some grandparenting of listener seats on station boards, particularly at WPFW LaForest - WBAI LAB supports grandparenting Barnstone - grandparenting flys in the face of the lawsuits settlement Robinson - disagrees with Spooner Fertig - supports in the interest of continuity Cagan - doesn't support grandparenting. Current LAB people should be able to run, and will likely get elected. Lydia Brazon, KPFK LAB - in KPFK proposal even with grandparenting there is some election process. Paul Surovell, WBAI area - actually grandparenting is in the lawsuits settlement as it in the KPFA model. Supports grandfathering Miguel Maldanado, WBAI LAB - Feels that people should KhaRabia Rayford, WPFW LAB - supports grandparenting. Badly needed in WPFW area as situation on the inside of the station has a very long way to go; people on the air are slamming the LAB etc. Cagan - that behavior on WPFW air attacking the LAB has to stop Spooner - point out that LABs are determining whether or not they want grandparenting Straw poll: That up 8 LAB candidates be allowed to be grandparented for one year in the first election only
3 for 3 for 2 abstain
Cagan - needs to be further discussion - later Fertig - should discuss now... -- brief break to reload cd recorder -- ...agreed to come to grandparenting later NEXT: SECTION 5. LOCAL STATION BOARD DIVERSITY GOALS AND REQUIREMENTS RECOMMENDATION: In order to fulfill the Foundation's purposes and principles as set forth in Article 1, Sections 2 and 3, the delegates elected to each Local Station Board shall include at least 50% people of color and at least 50% women. Each Local Station Board, in designing an electoral mechanism, shall also strive to achieve diversity in terms of disenfranchisement based on race, nationality, immigrant status, class, disability, sexual orientation and age. In order to achieve these goals, it is recommended that Local Station Boards implement proportional representation voting methods in the conduct of the LSB elections. Cagan - reads above Has problem with language "Each Local Station Board, in designing an electoral mechanism..." . Supports a uniform elections policy [applause] Spooner - Reads from California law. It is a legal requirement that the national board set (uniform) elections policy. She supports individual station designs for outreach and achieving diverse candidate pool. LaForest - the local station boards cannot legally determine elections policy? A: yes Spooner - the CA code states that if want to use cumulative voting, this must be specified in the bylaws. We need to check if Proportional representation is permissible, and must that be handled the same way. Bryant - what is the difference between cumulative voting and proportional representation? David Greene, KPFA elections coordinator - explains voting methods. Spooner - there needs to be language to allow for cumulative voting if PR isn't allowed. Cagan- move on this? ...will deal Presentation of proposed "hybrid" elections model Donna Gould, WBAI area - reads from her hybrid elections proposal that aims at promoting diversity by combing KPFA draft and constituency model ...involved discussion trying to sort out Gould's proposal [sorry, couldn't follow/keep up -ed. ] Barnestone - who determines who the constituencies? Gould defers to Bob Lederer, WBAI "unity caucus" - The "unity caucus" is now willing to stand behind the Gould hybrid elections proposal The uc still stands behind constituency self determination. Ferguson - still wants to know who/how the groupings were determined and how they were weighed. Lederer - The groups were determined by looking a lot of history of social struggles in the U.S. Ferguson - but who chose the categories Lederer - the WBAI "unity caucus" Ferguson - how do you define African decent? Lederer defers to Muntu Matsimela, WBAI uc - anyone with any African ancestry Ferguson/Muntu - have back and forth and debating the issue... Ferguson - who exactly determined list ? Mutu - describes uc - diverse list of listeners, staff Ferguson - has no problem if groups/constituencies chosen were actually represented on uc. Barnstone - how was number of seats for each constituency determined? Lederer - that can be determined by the LABs with subject to the approval iPNB Lydia Brazon, KPFK - Suggests applying the diversity requirement to the candidate process... David Greene - opposes the constituency model as it a logistical nightmare. The hybrid elections proposal would allow 51% of the people voting to determine various outcomes - same result as winner take all elections. Why should election be majority rule? Minorities are represented with choice voting. [applause] Steve Brown, WBAI area - the constituency model's requirement for registering in a category shut some people out... Susan Desilva, KPFA - in the direction of the compromise proposal the solution could be to make the 50-50 diversity requirements more detailed, referring to specific constituencies... Paul Surovell, WBAI area - clarifications on hybrid elections proposal The concept of membership doesn't coincide with what iPNB has determined and points out problems with some other items. Chair Cagan - does the board want to continue listening to comments regarding this hybrid proposal? A: yes... Ted Wiesgal, KPFT area - legally there is room for some variation in elections policies area to area Miguel Maldanado, WBAI LAB - We need to be more realistic and less idealistic and keep the elections process simple as possible so as to be workable. Michael Pimental - the hybrid elections process will not pass 3 of the 5 LABs. [ the requirement for approval ] Muntu Matsimela, WBAI "Unity caucus" - outreach has been working at the uc and will work. The uc is not calling for representatives of communities that are not in that specific station area. Margarit Dominique, WBAI "Unity caucus" - it's not true that we [the uc] wants to support to represent the Pacifica mission. She wants her community to be the ones to self determine who represents them. The excuses that are be put forth are dishonest. Cagan - we have 2 basic proposals here... Bryant - can we modified the %50-50 minimum diversity requirement to a different number? LaForest - we should not cop-out and aim higher regarding diversity. If we cannot do this at Pacifica, how can we challenge the injustices in the world? Spooner - if we go with the compromise proposal, then the five LABs will have to come up with procedures to be approved by the iPNB. proportional representation really is the best proposal for a constituency to self determine their representation... [applause] Bryant - the main reason for the hybrid elections proposal is to bridge the gap between proposals. Fertig - the main point is to come up with a system that will work. Supports diversity requirement on the pool of candidates. Against altering the outcome of the election with respect to requirements. Supports KPFA proposal. [applause] Robinson - Supports being flexible and letting WBAI area take a vote and try a separate system. Spooner - Experimenting is less attractive to her because of the approval required every time elections procedures are changed. Proportional representation really is the best system for true intent expressed. Fertig - The hybrid proposal does [will] only have only class of members and doesn't have the other legal issues mentioned. Cagan - has serious disagreements with constituency model, though fully agrees with intent. There is no disagreement on the iPNB regarding diversity issues, but with the method. She still disagrees with the hybrid elections proposal. Feels that combining diversity with Proportional representation is the best way. Strongly supports uniformity across the network in elections procedures. There needs some things in common across network... [applause] Bryant - can we atleast raise the bar on requirements (suggested raise from 50 - %60) LaForest - this doesn't address the issue Spooner - This is right. At KPFA election the requirement for female of color was not met, mainly because shortage on candidates, a serious outreach problem. Straw poll:
In favor of uniformity of elections procedure across network 4 for 4 against
Cagan - calls for suggestions? Susan Desilva, KPFA LAB - suggests hearing from LABs Cagan - Hearing from the LAB chairs present wouldn't necessarily represent the LABs... LaForest - suggest another straw poll making it clear that there could be independent elections policy but within uniform parameters. Spooner - All 5 elections procedures would have to be in the bylaws and would create 5 separate classes of members. Straw poll: For independent elections policies but within uniform parameters/guidelines put forth by the national board. The labs will develop elections proposal for their areas and submit them to the iPNB for approval 3 for 5 against Ferguson - wants to revisit first straw poll on whether or not to have a uniform elections policy Straw poll:
revisited: In favor of uniformity of elections procedure across network 5 for 4 against
[ A side comment from Staci Davis of the KPFT LAB critical of James Ferguson draws a "fuck you" from Ferguson followed by some commotion and an apology to the broadcast/webcast audience as demanded by Eva Georgia, KPFK station manager ...] Barnstone - Bryant - this issue is important, doesn't Some back and forth on importance of having more agreement on elections issues.... Fertig - recommends moving to fair campaign provisions Spooner reads: SECTION 5. FAIR CAMPAIGN PROVISIONS (KPFA draft) No Foundation or radio station management or staff may use air time to endorse or campaign or recommend for or against any candidate for election to Station Board Delegate, or give air time to some candidates but not others. All candidates for election shall be given equal opportunity for air time, and such air time shall be specially set aside for candidates statements and questions and answers from the listeners. No Foundation or radio station management or staff may give written endorsements to any listener-sponsor delegate candidates. Neither the Board of Directors nor any Local Station Board may, as a body, endorse any candidate(s) for election to the Local Station Board(s), however individual directors and Local Station Board Delegates who are members in good standing may endorse or nominate candidates. Cagan - feels that additionally there needs to be language requiring general elections fairness. Spooner - addresses previously voiced concern with decision to require elections coordinator Straw poll: To adopt above language with amendment that when a national board person endorses a candidate that they make it clear that it's not and endorsement of national board 8 for 1 abstain Straw poll: To adopt above language regarding filling a vacated seat 8 for 1 abstain ARTICLE FIVE DIRECTORS OF THE FOUNDATION Straw poll: To have the executive director be an ex-officio non-voting board member 6 for 3 against E.POWER AND AUTHORITY RECOMMENDATION: 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 or Delegates 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. Straw poll: To adopt above 9 for 3 against SECTION 2. TERMS RECOMMENDATION (KPFA): The term of a Director shall be three (3) years. A director may serve two consecutive three-year terms. A Director shall not be eligible for further services as a Director until one year has elapsed after the termination of a Director’s second consecutive three-year term. Some discussion... [sorry folks, having a really tough time keeping up today - ed.] Discussion as to practicality of people sitting on both local and national board and logistics involved including coordinating national board member and local board member term lengths and national board member voting rights on local board if their local board term ran out while they were still on the national board. Spooner and others suggest that a lot of logistics taken care of by local boards electing their national board reps yearly. Barnstone - feels that one year terms too short, works against continuity ... more discussion on logistics of coordinating local and national board terms Spooner - MOTION: directors serve for year one year term up to five consecutive 3 for 4 against 2 abstain[?] MOTION: directors serve for 3 years and if term on their local station board expires during their national board term, they may serve as ex-officio voting member on local board Some problems because this could increase the number of local board beyond limit. Spooner - offers that up to 3 ex-officio local board members beyond the limit of 24 be allowed 6 for ? against 5:00pm dinner break 5:00pm 7:28 meeting reconvenes at Leisure Learning Center near hotel Chair Cagan - suggest skipping ahead to some less controversial items starting with: ARTICLE SIX MEETINGS OF THE BOARD OF DIRECTORS SECTION 1. TIME AND PLACE OF MEETINGS: Robinson reads from draft RECOMMENDATIONS: Below proposals on "Accessibility" are from the draft bylaws submitted by David Fertig; those on open meetings were suggested by listener activists. Other language in common derives from the KPFA bylaws proposal. Key differences require the board to adopt language for "Time and Place" and "Quorum" sections. Spooner - from clarifies from KPFA draft which suggests 3 national board meetings a year: March, June and Sept Fertig - supports 4 meetings a year Cagan - supports 3 meetings a year. Jan May Sept.? If Pacifica is working well, more won't be needed. Will save on cost and resources. Fertig - it's important for the board members to be face to face. Bylaws don't usually specify number of meetings, how about specifying one meeting a year? Barnstone - agrees with 4 meetings a year. Dan Coughlin, executive director - National board meetings take up a lot of energy and is taxing on the national staff. Spooner - has to be at least 2 meetings a year, favors 3 Straw poll: Three national board meetings a year? Agreed next: 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. ...amend this to any THREE members.. Agreed SECTION 3. NOTICE: NOT DISCUSSED Written notice of every regular meeting of the Board of Directors, stating the time and place of said meeting, and the purposes thereof, shall be sent to each member of the Board of Directors by first class mail, telecopier or email, according to the preference each director specifies in writing to the Foundation Secretary, at least thirty (30) days before any such meeting. Special meetings shall require only 7 days' advance notice, but shall also require telephonic notice by leaving a message at the telephone number given to the Secretary for such notice by each director, and shall specify the purpose of the meeting. No additional business not stated in the notice shall be conducted at a special meeting. All meetings shall be announced a minimum of three times daily on air for five days on all Pacifica radio stations. Fertig - Refers to his draft version of meetings notice that also includes provisions to notice to the public of national board meetings that helps keeps the PNB public with special meetings. Robinson - special meetings won't be that common Spooner - agrees Straw poll: 7 days notice required for special meetings of the Pacifica national board 7 for ? against SECTION 4. QUORUM: ...some discussion Straw poll: quorum - %51 plus one of serving directors agreed SECTION 5. 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 Agreed with amendment: "regularly scheduled meetings" SECTION 6. ACTION BY UNANIMOUS WRITTEN CONSENT: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as a unanimous vote of such Directors. Barnstone - suggest removing Agreed to REMOVE SECTION 7. PROXIES: All action taken by Directors shall be taken by the elected Director, personally, the powers of members of the Board may not be exercised by alternates, by proxy or the like. Agreed SECTION 7. PROXIES: NOT DISCUSSED All action taken by Directors shall be taken by the elected Director, personally, the powers of members of the Board may not be exercised by alternates, by proxy or the like. Agreed SECTION 8. OPEN MEETINGS: All meetings of the Board of Directors as well as meetings of the Local Station Boards and their committees shall be open to the public, except for discussion of personnel, legal or proprietary matters which are legally permitted to be discussed in executive session, provided that the body holding the executive session: a) makes a public statement before the session begins as to the reason for doing so, and b) publicly releases, within a reasonable period after the executive session, a written summary of the legally disclosable business conducted during the session. No person shall be required, as a condition for attendance at any public meeting covered by this paragraph, to register their name or to provide any other information. All public meetings of the Board of Directors and the Local Station Board shall include public comment periods. These periods for national meetings shall be not less than one hour, and for meetings of the Local Station Board, not less than one-half hour. Fertig - this is drawn from California law Zakiya - bylaws bloat. Goes into unnecessary details Fetig - Put in the part closed sessions because people have the right to know what went down Miguel Maldanado, WBAI LAB - supports more specitivity regarding public comment periods. Bob Lederer, WBAI - These details address real problems that have happened in the past and need to be prevented. Needs to be something regarding the phone meetings. Cagan - asks for sense of the body Straw poll: In favor of spelling out details of open meetings in bylaws 7 for 1 against Zakiya - specifying period for reporting is too much. Spooner - agrees Straw poll: In favor of leaving " within a reasonable period " for reporting on the business of the executive session 7 for 1 against Zababari - against requiring webcast of phone meetings Spooner - in favor Straw poll: In favor of making all reasonable effort to webcast phone meetings 5 for 2 against 1 abstain SECTION 9. ACCESSIBILITY: All public Pacifica Foundation meetings shall be held in spaces fully accessible as defined in the Americans with Disability Act. Properly closed sessions may be held otherwise unless this would impair access for any individual entitled to attend. Zababari - against requiring this in bylaws. Shouldn't set up Pacifica for more lawsuits. Fertig - this is too important Zababari - adamant Spooner - supports putting language in Jane Jackson, KPFA area - Only one need one sentence saying that Pacifica will comply will all applicable laws Bob Lederer, WBAI - Urges stronger language reads disabilities language from statement of principles. Cagan - suggest putting into bylaws with language "make reasonable effort" agreed ARTICLE SEVEN COMMITTEES OF THE BOARD OF DIRECTORS SECTION 1. EXECUTIVE COMMITTEE: Cagan - feels that an executive committee is important. Otherwise informal cliques will spring up with in the board to order to get things done. The opposition to having committee is due to abuses of the past, the concept of an executive committee is not a bad thing Coughlin - An ec facilitates communications between managers, national office and the national board. The national staff needs a way to talk to the board. Bryant - refers to KPFA language where executive committee cannot act without resolution of the entire national board Spooner - elaborates on KPFA draft intent [ From KPFA draft ARTICLE SEVEN COMMITTEES OF THE BOARD OF DIRECTORS SECTION 1. EXECUTIVE COMMITTEE There shall be an Executive Committee of the Board of Directors consisting of the Board Chair, Vice Chair, Secretary and Treasurer and such other Directors as may be necessary so that there is at least one Executive Committee Member from each radio station area at all times. Executive Committee Members who are not Foundation officers shall be elected by majority vote of the directors present and voting. The Executive Committee shall NOT have the full authority to act on behalf of the full board, unless such authority has been specifically delegated to it by resolution of the board for a specific purpose. The Executive Committee may meet on twenty four hours telephone notice to all Executive Committee members to respond to such matters as may arise between board meetings as may require their attention. The Executive Committee may refer the matter to an appropriate board committee, or may convene a special meeting of the full board, or may refer the matter to the Executive Director for recommendations or action, as they deem appropriate. Within five days after any Executive Committee Meeting the Secretary shall circulate to the full Board of Directors Minutes of the meeting stating the reason for the meeting, and the action taken by the Executive Committee. ] Coughlin, executive director - feels that the ec will need to have some definite authority Zabari - asks Coughlin about examples of Barnstone - reads from draft... Bryant - ec is pointless if they don't power Spooner - very leery of granting powers to small group, at least without very definite parameters. Coughlin - without the structure of a ec there will likely be less accountability and a reluctance by the national staff to bother bringing things to the national board Robinson - there has a harmful lack of communication in the past. But do we need a formal ec to as opposed bringing a few people together when consultation is needed? Cagan - this has worked fine for this iPNB, but without a formal ec, it would be too easy for a single person to usurp power. Coughlin - who is the executive director accountable to? [laughter and mumbles] Spooner - technically to the whole national board, but no reason that he/she couldn't dealing with a part of the board. The ec could coordinate many functions, but they shouldn't have any more decision making authority than the executive director... Zabari - the executive committee would deal with coordinating getting information and organizing tasks and committees and working with the executive director, but don't need an ec so much as structure Mary Berg, KPFA area- a small group of people having authority invites abuse as opposed to Spooner is proposing which is more a traffic directing function. Coughlin exe Donna McWaters, KPFT area - Recall will prevent abuse Cagan - suggest calling the executive committee a "coordinating committee" instead Fertig - it wasn't the ec that was abusive, it was individuals Lydia Brazon, KPFK LAB- she has experienced successful ec's in other organizations. She feels that it was the specific people that was the problem Coughlin - lack structure with the old ec was what allowed abuse Cagan - does the body feel alright with changing ec to "coordinating committee" ? agreed SECTION 2. STANDING COMMITTEES: Barnstone - runs down list from KPFT draft Spooner - need atleast finance, governance and some sort of mission performance assessment committee. Important to remember that the committees branch out. Cagan - The KPFK has a definite approach. Should choose between this or other approach Leslie Radford, KPFK -KPFK proposal has a committee stucture that has paralells between national and local levels Straw poll: in favor of KPFK approach none Straw poll: should there be a finance committee? Agreed Straw poll: should be a governance committee? Zakiya - asks for clarification Spooner - reads from KPFA draft 7 for 1 abstain Straw poll: should be a programming committee?. Spooner - reads from KPFA draft Leslie Radford- reads from KPFK draft Bryant - questions role of executive director in programming committee in KPFK draft Robinson - it's long been a problem that there is little national programming. we need a national programming council Zabari - there needs to be a committee to evaluate Pacifica's main thing which is programming. Also supports technology committee. Spooner - there is 2 primary responsibility of the board fiscal responsibility, and protecting the assets Supports pc. Cagan - is it agreed to have a programming committee of the Pacifica national board? Agreed Cagan - is other recommendations for committees? Zabari - technology committee with regard to keeping Pacifica up with advancing communication technologies - web based and other Cagan - is it agreed to have a technology committee? Agreed ...discussion regarding a Personnel committee - but doesn't do hirings Cagan - is it agreed to have a personnel committee? Agreed Curtis Gray, KPFA - vertical structure of committees that integrates all levels of Pacifica is important Spooner - KPFA language: All committees of the board except the Executive Committee and the Local Station Boards shall be comprised of at least one director and one Local Station Board member from each station area, in order to coordinate local and national planning and to foster collaborative relations throughout the Pacifica network. Cagan - is having having 2 local station board people practical? Spooner - maybe qualifying a bit in the language KPFA language on committees [above] Agreed Cagan - Concerns about getting enough done this weekend. gotta start on time tomorrow 9:20pm adjourn Editor's note: People are in a better mood this evening having made some quick progress on the non-controversial items. This afternoons session was discouraging with all the wrestling over the big issue item of elections. The resulting votes seemed to disregard much of the excellent logic of KPFA elections coordinator David Greene and others who explained how the KPFA elections procedure really does serve the concerns of all the various interests participating in this debate and is much more practical than alternatives being insisted upon. Stay tuned... Roger Manning, NYC

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