WBAI-FM Station Board
By-Laws
(last amended: 9/91)

Article I - Identity

SECTION I: NAME The name of this organization shall be the WBAI-FM Station Board (SB).

Article II - Purpose and Function

SECTION I: PURPOSE

The Station Board shall carry out such functions as are assigned to it by the Pacifica Foundation Board of Directors Telecommunications Financing Act of 1978, as amended. The SB shall be a mechanism for effective public input into planning and decision making that can assist the Station in developing programs that address the diverse needs and interests of the communities it endeavors to serve. The SB must draw from the entirely of its primary signal area. The SB serves at the will of the National Board and is monitored by the Executive Committee of the Board, which has the authority to recommend dissolution, reorganization, reconstitution or recognition of the SB to the full Board of Directors.

SECTION II: FUNCTIONS

The SB shall have such duties, responsibilities and limitations as described in that document known as "Pacifica Foundation Station Board Position Description", as approved at the National Board meeting of June 7-8, 1986, as amended.

Article III - Offices

SECTION I: LOCATION

The office of the SB shall be in the same location as the office of WBAI-FM.

Article IV - Organization

SECTION I: COMPOSITION OF SB

The SB shall consist of not fewer than fifteen (15) nor more than thirty (30) members. There will be two representatives, elected by the entire staff; they must include at least one union member and one paid staff member; they will serve as Board members for a term of one year. A person may be re-elected twice for a maximum of three consecutive terms.

SECTION II: MEMBERSHIP ON SB

Each new member shall be elected by a majority vote of the attending members of the SB for a term of three years. Board Members already in place may count their service as beginning with the adoption of these by-laws (11/87). No member shall serve for more than two successive terms.

SECTION III: VACANCIES

Vacancies on the SB shall be filled at least twice a year.

SECTION IV: LOSS OF MEMBERSHIP ON SB

A member who is absent from three consecutive meetings shall forfeit membership, unless such absences are excused by the SB upon recommendation of the Executive Committee.

SECTION V: REMOVAL FROM SB

Removal of a Board member shall be by a two-thirds majority of those present and voting at a duly noticed regular or special meeting of the SB. The written notice shall be given to all SB members thirty (30) days prior to the meeting, specifying the proposed removal and starting, in general, the grounds therefor.

SECTION VI: SB OFFICERS [4/89]

The SB shall annually elect officers whose terms will coincide with the Foundation's fiscal year. There shall be a chairperson, vice-chair(s), treasurer, and a secretary.

SECTION VII: SB EXECUTIVE COMMITTEE

The Executive Committee of the SB shall consist of the Board Officers and the SB standing committee chairs. [4/89] National Board representatives may be members of the Executive Committee.

SECTION VIII: SB STANDING COMMITTEES

The standing committees of the SB shall include the following: Board Membership Committee, Finance Committee, Fundraising Committee, Personnel and Grievance Committee. The Committee Chairperson and the members of each committee shall be appointed by the SB Chairperson with the approval of the SB.

SECTION IX: AD HOC COMMITTEES

The Chair and the Executive Committee may from time to time appoint such Ad Hoc Committees as might be necessary for the management of SB Business: Building search, Special Liaison, etc. Their charge and responsibility shall be defined at the time of their appointment.

SECTION X: STATION PERSONNEL ON THE BOARD (5/91)

The Station Board may include, for reasons of affirmative action or specific skills, Station Personnel in addition to the two positions to be elected by the staff, provided that the total number of Station Personnel on the Station Board does not exceed one-third of the total membership of the Board. Station Personnel include all those who are paid a regular salary, or those volunteers who have regularly scheduled programs or who work more than five hours per month at the Station.

SECTION XI: ADDITIONAL STANDING COMMITTEES (9/91)

In addition to those committees named in Article IV, SECTION VIII of these by-laws, the Public Relations/Outreach Committee, and Space/Technical committee shall be appointed by the SB Chairperson with the approval of the SB.

Article V - Meetings

SECTION I: SB MEETINGS

The SB shall meet no less than quarterly, as called by the Chair or by the Executive Committee. The meeting shall consist of a quorum.

SECTION II: EXECUTIVE COMMITTEE MEETINGS

The Executive Committee shall meet at such times as shall be designated by the Chair. The meeting shall consist of a quorum.

SECTION III: QUORUM

A quorum of the SB shall consist of 33% of its members, but not less than seven (7) members. A quorum of the Executive Committee shall consist of 50% of its members.

SECTION IV: OPEN MEETINGS

The SB shall hold open meetings. Reasonable notice to the public shall be given through, but not limited to the Station's Program guide (FOLIO). All persons shall be permitted to attend any meeting of the SB. The SB may, by majority vote, call an executive session to consider matters relating to personnel, litigation, or matters involving confidential relationships. In the event that an executive session is held, the reason therefor shall be announced and noted in the published minutes of the SB.

Articles VI - Board Membership

SECTION I: BOARD MEMBERSHIP COMMITTEE

The Board Membership Committee shall recommend candidates for membership on the SB as needed, as well as for officers of the SB. [4/89] Candidates shall be from the Station signal area.

SECTION II: ELECTIONS

The SB shall annually elect officers whose terms will coincide with the Pacifica Foundation's fiscal year.

SECTION III: NOMINATION TO THE NATIONAL BOARD

The SB shall nominate members to the National Board, whose term is three (3) years. At any time that there is a vacancy in the station d3elegation to the Pacifica National Board, the SB shall nominate a replacement. Members of the SB will receive written notice3 in advance that such a nomination is to be considered. [4/89] National Board members must be active members of the SB.

SECTION IV: EX-OFFICIO MEMBERS OF THE SB

Current members of the Pacifica National Board residing in the Station's signal area are ex- officio non-voting members of the SB. The Station Manager is an ex-officio non-voting member of the SB.

Article VII - Amendments

SECTION I: METHOD OF AMENDMENT [4/89]

Recommendations for amendments to these by-laws may be made by a two-thirds majority of those present and voting at a duly noticed regular or special meeting of the SB. The written notice of that meeting shall include any proposed amendments and shall be given to all SB members by the Executive Committee at least fifteen (15) days prior to voting on the amendment.

SECTION II: APPROVAL

Amendments shall become effective upon the approval of the National Board [4/89] after consultation with the other SB's.

Article VIII - Operations and procedures [4/89]

SECTION I: OPERATIONS AND PROCEDURES

Nothing contained in these by-laws shall prevent the SB from adopting organization and procedure resolutions as necessary, so long as such organization and procedure resolutions are consistent with these by-laws.

SECTION II: RESPONSIBILITIES OF BOARD MEMBERSHIP COMMITTEE

The Board Membership Committee shall solicit and evaluate nominations to the SB, and present qualified candidates to the entire Board for consideration. The Committee will undertake good faith efforts to recruit candidates who reflect the diverse needs and interests of the communities served by WBAI-FM. The Committee shall also be responsible for the organization of Board member orientation and training.

SECTION III: RESPONSIBILITIES OF THE FINANCE COMMITTEE

The Finance Committee shall assist the Station management in preparing the annual budget, in monitoring income and cash flow, and in all other matters relating to finance.

SECTION IV: RESPONSIBILITIES OF THE FUNDRAISING COMMITTEE

The Fundraising Committee shall work with Station staff to seek and to approach new funding sources in support of new or ongoing activities. The Committee shall also undertake special projects at the invitation of the SB, including but not limited to the organization of a Capital Campaign.

SECTION V: RESPONSIBILITIES OF THE GRIEVANCE COMMITTEE

The Grievance Committee shall consider complaints regarding the Station and its operation which are addressed to the SB. The Committee shall endeavor to resolve such complaints amicably and by arbitration, failing which it shall submit the matter to the entire Board.

SECTION VI: STATION MANAGER SEARCH COMMITTEE - [7/89]

The Station Manager Search Committee shall be an ad hoc committee of the SB. The Committee shall be composed of: three members elected from members of the SB, three members who are Paid Staff, and three members who are Unpaid Staff. The Executive Director of the Pacifica Foundation shall also serve as a voting member of the Committee, An affirmative action consultant may also serve as a non-voting member of the Committee at the discretion of the Chair of the SB. The Chair of the Committee will be chosen by the Chair of the SB. The Committee shall present a short list of the candidates to the SB and the SB shall select one of that list to recommend to the Executive Committee of the Pacifica Foundation. If the SB declines all of the candidates presented, it shall ask the Committee to continue its search.

SECTION VII: (9/91) RESPONSIBILITY OF THE PUBLIC RELATIONS/OUTREACH COMMITTEE

The Public Relations/Outreach Committee shall assist the management of the Station in the planning and conduct of public outreach activities of all kinds, including but not limited to advertising, representation at community events, press relations, and the development of print and graphic materials for use in such activities.

SECTION VII: (9/91) RESPONSIBILITY OF THE SPACE/TECHNICAL COMMITTEE

The Space/Technical Committee shall work with Station staff to help meet the ongoing operational needs of the Station, and to explore plans for improvements both in its plant and in its technical capability. It may be called upon by the Board to assist management in negotiating for space and equipment, to search for new space and equipment, and to advise the Board and Station management on emerging technologies which may affect the Station's operations in the future.