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Notes from the iPNB teleconfernce on bylaws 6-26-03 |
• iPNB secretary draft minutes: http://pacifica.org/governance/bylaws_iPNBvote_062703.html ---------------
Rough notes - some corrections made, some needed
Directors present: Leslie Cagan, David Fertig, Carol Spooner, George Barnstone, Teresa Allen, Charles Smith, Pete Bramson Robbie Robinson, Janice K Bryant Jabari Zakiya, James Ferguson, Ray LaForest, Bert Lee(late), Marion Barry(comes in at end) Also: Ted Wiesgal - Parlimentarian Not present : Dick Gregory, Agenda: Bylaws drafts and amendments Meeting convenes 6:17pm Eastern time Chair Cagan - Suggests agenda. Allen ammendments first. Allen amendments: Allen - presents Allen amendments Fertig reads: ARTICLE 5 Section 5.D. DIVERSITY; ADDITIONAL STATION REPRESENTATIVE DIRECTORS -- shall be amended to read as follows After the election of Station Representative Directors in any given election year, the National COI shall evaluate the composition of the Board of Directors (Board) to determine whether the Board, as constituted, meets that Committee's national diversity goals based on the demographics of the combined signal areas of Pacifica-owned radio stations, using the same methods set forth in Article 4, Section 5. Within one week of the close of the election, the National COI shall issue a written report reflecting its findings. This report shall be issued publicly, it shall be provided to the Chair of each LSB and the Foundation, as well as being posted at the applicable station and on their websites. In the event the National COI finds the Board as constituted has not met the diversity goals as described above, then it shall invoke in its report the requirement that the Board Secretary must notify the Chairs of the five Local Station boards to immediately convene their respective radio station delegates "prior to the January Board meeting" to nominate and elect by the instant runoff voting method a fourth director from among each radio station's delegates, in order to implement the National COI's diversity goals. Any such additional Station Representative directors may be either Listener-Sponsor Delegates or Staff Delegates. The second order of business at the Board of Directors meeting in January shall be to adopt a resolution adding five (5) Directors to the Board for a period of one year and then to seat those additional five Station Representative Directors for terms that shall expire the following January. Spooner - gives overview of Allen amendment. Decreases number of directors on national board and has various mechinisms to do so. Allen - some confusion as to the version of the Allen amendments that is in the iPNB's hands... ... some discussion ... Fertig - made error in putting together packet to send to board. Spooner - suggest continuing the bylaws vote and coming back to the Allen ammendment... Allen - Says that she thinks that it wouldn't be a problem. Gives overview of her amendment: eliminates the requirement of staff to listener delegate ratio in the election to national board and decreases the size of the national board Cagan - any objection to table? ... some clarification as to how Allen amendment applies to the different drafts. Affects Draft A Bryant - concerned that staff delegates be on the national board... Cagan - moves agenda to Drafts A, B, and C. Bert Lee joins call. Suggests that each Draft be put forth as motion discussed and then voted on in a row... Spooner - suggests everyone voting for all drafts LaForest - seeks clarification Ferguson - suggests changing the order of directors voting LaForest - Has word that Dick Gregory has faxed his vote... Fertig, Cagan - procedure for ballots LaForest - supports voting the differing parts of the drafts section by section. Fertig - objects to LaForest suggestion. It isn't in line with the procedure layed out on the ballots and is cumbersome. Supports that everyone gets to vote on all 3 drafts. Cagan - ... after a few rounds eliminating the lesser vote getter Robinson - suggest a preference or weighted votes. Spooner - supports not eliminating any drafts but repeated votes LaForest and Cagan - agree Fertig - disagrees Lee - is plan D on the Table? came from Leslie Cagan - she doesn't know of a draft D Fertig - that had come Leslie Radford(KPFK area) Cagan - runs down voting options Fertig - MOTION either: Spooner suggestion - each director votes yes or no on each of the drafts Fertig suggestion - directors vote for one Janice K Bryant c George Barnstone c Carol Spooner c Leslie Cagan c David Fertig d Teresa Allen d Charles Smith c Pete Bramson c Robbie Robinson c Jabari Zakiya d James Ferguson c Ray LaForest c Bert Lee d Spooner method is adopted. Comments on the drafts: Cagan - feels that there are weaknesses in all of the drafts. She would of written a different set of drafts. The main thing is that not having bylaws is making the foundation weaker and more vulnerable. We need to move to elections so that the new boards can continue to build refine. Fertig - agrees with Cagan LaForest - Supports draft A because it aims at providing the network with a broader set of tools to reach out to people are at the core of the mission... Understands the concerns of draft B supporters that we guard against painful Bryant - has heard discussion that Draft A is complex and difficult to implement, but it is the draft that is trying to reach out and include people. Maybe it's time to try something different. Spooner - would speak in favor of Draft A because it does the most to reach out to people that may not normally get onto the board. It does it better than the KPFA model because it doesnt' replace people but adds seats. But she can't vote for A because it treats people seperately as distinct group as is illegal with regard to the recent Michigan Supreme court ruling. Unwilling to subject Pacifica to the legal challenges Supports Draft B. It's committee of Inclusion provision is a very strong. Doesn't Support Draft C because it's forms diversity goals with regard to are demographics. The iPNB hasnt' really studied the area demographics and may not want to define diversity requirements on the demographics if they knew the facts... Fertig - Supports C, but also Draft B. Supports the strongest diversity language possible. Explains Draft C... Draft A goes over the top... LaForest - feels that draft A is closer to the Supreme Court Michigan decision that favored the law school affirmative action policy . Allen - Supports B and C, prefers B. Vote for Draft A, B, or C Leslie Cagan B David Fertig B Carol Spooner B George Barnstone C Teresa Allen B Charles Smith B Pete Bramson B Robbie Robinson B Janice K Bryant A Jabari Zakiya abstain James Ferguson abstain Ray LaForest A Bert Lee abstain A 2, B 7, C 1, abstain 3 Cagan - ask parlimentarian what abstentions mean Wiesgal - refers to Roberts rules of Order book. Believes that abstain votes are counted as "present and voting" Fertig - suggest asking the abstainers what their intention is Zakiya - when voting on the drafts individualy we will see Lee - the parlimentarian is wrong Cagan - not 2/3 for any draft ...discussion on how to procede Ferguson - supports changing vote method... Fertig - moves to vote the drafts up/down one at a time Zakiya - agrees with Fertig and that the draft with the least votes should be eliminated ... it is not agreed to eliminate any of the drafts... Draft C Leslie Cagan n David Fertig y Carol Spooner n George Barnstone y Teresa Allen n Charles Smith n Pete Bramson n Robbie Robinson n Janice K Bryant n Jabari Zakiya n James Ferguson n Ray LaForest n Bert Lee n y 2, n 11 Draft A Leslie Cagan n David Fertig n Carol Spooner n George Barnstone y Teresa Allen n Charles Smith n Pete Bramson n Robbie Robinson n Janice K Bryant y Jabari Zakiya n James Ferguson n Ray LaForest y Bert Lee n y 3, n 10 Draft B Leslie Cagan y David Fertig y Carol Spooner y George Barnstone n Teresa Allen y Charles Smith y Pete Bramson y Robbie Robinson y Janice K Bryant n Jabari Zakiya n James Ferguson n Ray LaForest n Bert Lee n y 7, n 6[ 9 needed] Ferig - very concerned that if Pacifica is to move forward, the board members need to acopt a draft today. It would imprudent as a board to not adopt bylaws today. Urges vote for Draft C ... gives details and possibilities of C Lee - will not be threatened by the suggestion of consesqences. Supports a face to face meeting to resolve this. Zakiya - wonders what was the procedure is if we are not eliminating drafts. Supports an up or down vote on Draft B. Cagan - agrees with Zakiya. The other drafts had very few Ferguson - A and C reached 2/3 vote against so they should eliminated. Fertig - disagrees. Cagan - 2 options Zakiya - moves to eliminate A and C and consider B Wiesgal [parlimentarian] - should first eliminate the proposal with the least amount of favor and deal the the remaninng 2 Cagan - A and C both 2 votes so both would be eliminated. Bryanat - we have been promoting Proportional representation and now the majority Spooner - a minority of 4 can kill any draft... If we vote on B alone and it fails, then we come away with nothing? Cagan - reads from Roberts rules - abstentions count as a no vote in this circumstances. Zakiya - There must be 9 affirmative votes. Explains that PR voting only applies to when their is more than one position to be filled. Spooner - we're required to get 2/3 voting people abstaining aren't voting Cagan - restates Roberts rules that abstentions are no votes. Fertig - reads from Roberts rules; interpepts that Carol is correct. Cagan - suggest that people may declare that they are specifically "not voting" MOTION to vote on Draft B and that A and C are eliminated Leslie Cagan n David Fertig n Carol Spooner n George Barnstone n Teresa Allen n Charles Smith y Pete Bramson y Robbie Robinson y Janice K Bryant n Jabari Zakiya y James Ferguson y Ray LaForest n Bert Lee n 5 yes, 8 no Cagan - suggest voting on B and then consider what to do based on the outcome. Ferguson - supports voting to first eliminating A or C. Then matching up the winner against B. Fertig - supports keeping all the drafts as options Smith - doesn't see the purpose Draft A or C Leslie Cagan c David Fertig c Carol Spooner nv George Barnstone c Teresa Allen c Charles Smith c Pete Bramson a Robbie Robinson c Janice K Bryant a Jabari Zakiya abstain James Ferguson a Ray LaForest a Bert Lee abstain a 4, 6 c, 3 abstain Spooner - looking at Roberts rules again and says that abstentions don't count Wiesgal - reads... [...............lose stream.................] ... discussion on meaning of abstentions etc. Fertig - abstention is not present and voting Cagan - wants to move to a vote of Draft B Zakiya - there needs to be 9 people to pass the bylaws regardless Cagan - we need to Draft B Leslie Cagan y David Fertig y Carol Spooner y George Barnstone y Teresa Allen y Charles Smith y Pete Bramson y Robbie Robinson y Janice K Bryant n Jabari Zakiya n James Ferguson n Ray LaForest n Bert Lee n 8 yes, 5 no Spooner - the iPNB can vote on any part of any draft that is in frount of the iPNB. Supports grafting draft C's elections delay feature into Draft B Zakiya - point of order that is out of order that this is not the proper procedure. Fertig - yes, that would be illegal. It wouldn't facilitate the people Bryant - is there anyway to comprimise Robinson - we need to pick something tonight Lee - speaks to the merits of voting in person in a situation like this. Supports face to face meeting. Wiesgal - reads from Roberts rule on previous notice of motions...as long as the language was out there in one way or another then Spooner's suggestion of morphing C into B in order. Bryant - could they take straw polls on parts of A and C that B supporters support. Spooner - would consider Bryant's suggestion if they were binding votes Fertig - moves that there be a vote between C and B Zakiya - doesn't see the point because C doesn't have support. Wasn't to vote B up or down ... some back and forth... Cagan - refocuses.... Draft B or C Leslie Cagan b David Fertig c Carol Spooner b George Barnstone c Teresa Allen b Charles Smith b Pete Bramson b Robbie Robinson b Janice K Bryant n Jabari Zakiya n James Ferguson n Ray LaForest n Bert Lee n b 6, 2 c, 5 neither Spooner - reasserts her motion to graft the elections delays feature of C into Draft B Bryant - wants to do the same with elements of A Cagan - clarifies motions Zakiya - ademately points out that this is ilegal procedure. Cagan - disagrees MOTION ----------------------------
• iPNB secretary draft minutes:
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