For KPFK/Pacifica Fans: Feedback Wanted

As an LSB member, I would like to hear your thoughts on these important revisions before I vote on them. You can comment here or email me privately, or you can voice your opinion at the LSB meeting, at 7:00 at Palms Westminster Presbyterian Church, 2908 Robertson Place, Los Angeles. The Church is located 3 blocks north of National Blvd. and the I-10, to the east of S. Robertson Blvd. LA buses 220 and 534 and Big Blue Bus 12 are within walking distance.

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PBA1. Proposed amendment to Article Seventeen, Section 1(B) of the Pacifica Bylaws:

[This amendment would permit Directors to propose Bylaws amendments at any time in a given year, without thereby imposing a restriction (in the form of a 2/3 vote requirement) on newly elected or returning Directors who may be seated in January of the subsequent year.]

ARTICLE SEVENTEEN
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SECTION 1. AMENDMENT OF BYLAWS

B. VOTING AND APPROVAL

(1) Unless the Board by a 2/3 vote decides otherwise, there shall be a maximum of one ballot per 12-month period calendar year related to the amendment of the Foundation's Bylaws, which annual voting period shall be determined by the Board. All properly proposed Bylaw amendments shall be held until that date which is 60 days before the earliest of the voting dates of the Board and of the Delegates, as determined by the Board (the "Notice Date"). On the Notice Date, the proposed amendment(s) to the Bylaws shall be posted on the Foundation's website and the Foundation's radio stations shall broadcast an announcement twice a day for a period of 60 days (the "Notice Period") regarding the existence of the proposed amendment(s) on the Foundation's website for review and the upcoming vote by the Board and Delegates regarding said amendment(s). The results of said voting by the Board and the Delegates on the proposed amendment(s) shall be reported within 15 days of the Board and Delegates meetings to vote on these amendments.

 

ARGUMENT IN FAVOR OF PBA1:

The above amendment deals with the "12-month rule" for amending the Bylaws.  Essentially, the amendment would shift the burden of requiring a super-majority vote of the PNB in order to conduct a balloting for proposed Bylaws amendments from the subsequent board to the currently-sitting board.  Currently, if there is a second balloting for Bylaws amendment(s) within a 12-month period, the PNB must achieve a 2/3 majority in order to authorize a second balloting.  I.e., the incoming PNB would be hamstrung by having to achieve a 2/3 majority if another set of Bylaws amendments is considered before 12 months had elapsed.  This amendment would allow the incoming PNB to authorize an initial balloting for Bylaws amendments by a simple majority vote.

 

ARGUMENT AGAINST PBA1:

PBA1 undoes a provision that restricts a newly-elected Pacifica National Board's ability to amend the bylaws.  The PNB is elected annually, and the original rule prevents an incoming PNB from immediately proposing to reverse Bylaws changes made by the previous PNB.  The actual 12-month rule is, almost inevitable, a bit longer than 12 months, since it's unlikely the PNB will approve voting on amendments precisely one year after the prior year's approval.  The effect of the original rule is that, over time, the end of the 12-month interval gets pushed back into the calendar year, as amendments are approved for a vote in increments somewhat longer than twelve months, so that in some years (as may happen in 2009) the PNB will, as a practical matter, be able to schedule a vote during their calendar-year term.  The amendment is merely an insurance policy for the incoming PNB, guaranteeing them a crack at the Bylaws.  The cost is that inexperienced PNBs and untested PNBs that are elected in reaction to the prior PNB can immediately alter the fundamental document of the Foundation.

PBA2. Proposed amendment to Article Six, Sections 3 & 4 of the Pacifica Bylaws:

[In addition to in-person meetings and special meetings, this amendment will create a third category called "monthly" meetings.  It enables the elimination of the restriction which prohibits the holding of board meetings by telephone, video conferencing, or other communications equipment unless it is a special meeting.  The prohibition against holding the first three in-person meetings by telephone or video equipment is maintained.]

ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS

SECTION 3. TELEPHONIC MEETINGS

The Board may hold monthly or special meetings, but not regular meetings, by telephone conference, video screen communication or other communications equipment, provided, however, that telephoneic or videographic appearance at meetings scheduled as "in-person" meetings is not permitted except when the 4th in-person is held pursuant to Article Six, section 1 as amended in November, 2008. Participation in a telephonic meeting under this Section shall constitute presence at the meeting if all of the following apply:

A. Each Director participating in the meeting can communicate concurrently with all other Directors.
B. Each Director is provided the means of participating in all matters for the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Foundation.
C. The Board has a means of verifying that the person participating at the meeting is a Director and that all votes cast during said meeting are cast only by Directors.

 

ARGUMENT IN FAVOR OF PBA2, section 3:

This amendment would create a new, third class of PNB meetings called "monthly" meetings.  It would permit the monthly meetings to be held telephonically or by video conference.  Under the existing Bylaws, all PNB meetings other than in-person meetings are special meetings.  Unfortunately, special meetings have very rigorous notice requirements and permits a single Director to prevent the inclusion of new items of business unless those items were placed on the agenda at least seven (7) days prior to the special meeting.   The creation of the new category of "monthly" meetings would permit last-minute additions to the agenda if such becomes necessary.

 

ARGUMENT AGAINST PBA2, section 3:

During the development of the Bylaws, the question of allowing telephonic meetings at all was hotly debated, because such meetings leave members out of the decision-making.  The compromise was that telephonic meetings had to be special meetings, so that members had notice of the meeting content and could contact their representatives and so PNB members could not spring unannounced motions on the membership.  Further, the PNB may be tempted to conduct its controversial business at these monthly meetings and relegate the regular meetings, which occur in public halls in the signal areas with time allotted for members to address the PNB, to "feel good," uncontroversial business.

SECTION 4. NOTICE

Notice of every regular monthly or in-person meeting of the Board of Directors, stating the time and place of said meeting, and the purposes thereof, shall be sent to each Director by first class mail, facsimile or email, according to the preference each Director specifies in writing to the Foundation's Secretary, at least thirty (30) twenty-one (21) days before any such meeting. Special meetings shall require only seven (7) days advance notice, but shall also require telephonic notice by leaving a message at the telephone number given to the Foundation's 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. Notice of all meetings shall be placed on the Foundation's website and announced a minimum of 3 times daily on air for five consecutive days on all Foundation radio stations, beginning, whenever reasonably possible, no later than ten days before the date of said meeting.

Notice of a meeting hereunder will be deemed waived by a Director who affirmatively agrees to attend a meeting or to waive this advance notice requirement, signs a waiver of notice or a written consent to hold the meeting, or who attends the meeting without protesting prior to the meeting or upon commencement of the meeting to the lack of notice to that Director.

 

ARGUMENT IN FAVOR OF PBA2, section 4:

This amendment would shorten the notice required for in-person and the newly-created "monthly" meetings from 30 days to 21 days.  The shorter notice requirement would give the PNB greater flexibility to schedule the next monthly meeting in less than 30 days.

 

ARGUMENT AGAINST PB2, section 4:

During the formation of the Bylaws, thirty days was decided on so that members who wanted to attend a PNB meeting outside their signal area could purchase tickets 21 days in advance.  If monthly meetings are approved, 30 days ensures that Local Stations Boards, required to meet at least monthly, will have the agenda of the PNB monthly meetings and be able to be heard on pending matters, and that members have can address their Local Station Board on issues before the PNB.

 

Changes to Article Six, sections 3 and 4 are presented as a single motion and cannot be divided.

PBA3. Proposed amendment to Article Six, Section 1 of the Pacifica Bylaws:

[The proposed amendment would permit the Pacifica National Board to eliminate one of the four in-person meetings presently required under the Bylaws, but only if 2/3rds of the Directors agree that elimination of the 4th in-person meeting is necessitated by "financial or other emergency conditions."]

 

ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1 - TIME AND PLACE OF MEETINGS

The "Annual Meeting" of the Board of Directors shall take place in late January each year, or at such other time and place as agreed to by a majority vote of the Board of Directors. The Board shall also regularly meet in March, June and September of each year. The Board shall also meet in person no fewer than three other times each year, unless by a two-thirds vote, the Board determines that financial or other emergency conditions require canceling one of the other three meetings. In the event that such an in-person meeting is cancelled, the Board shall arrange for a telephonic and/or electronic meeting that includes provisions for public comment during the meeting by broadly accessible means. The four regular Board meetings shall rotate through the five Foundation radio station areas so that meetings do not take place twice in the radio same station area until a meeting has been held in all other station areas. In-person board meetings shall rotate among the five Foundation radio station signal areas except when the board determines by a two-thirds vote that financial or other emergency conditions require a modification in the rotation order. Each signal area shall host an in-person board meeting at least once during any 24-month period but no more than once in any 12-month period.

 

ARGUMENT IN FAVOR OF PBA3:

Presently, the Bylaws requires the PNB to hold four (4) in-person board meetings each calendar year.  This amendment would allow the PNB to cancel one of the three remaining in-person meetings by 2/3 vote if financial or other emergency conditions require cancellation.  It would also permit a minor juggling of the sequence of venues for financial or other emergency conditions.

 

ARGUMENT AGAINST PBA3:

During the Bylaws discussions, in the shadow of the near-takeover of Pacifica by a secretive and unresponsive Board, the original proposal was that regular meetings be conducted six times a year.  Because of the cost and the demands this would make on PNB members, this was reduced to four meetings.  In times of emergency, financial or otherwise, the PNB should be seeking out the advice of its membership and holding itself out for public accountability.  This provision allows the PNB to hide behind a moderated and impersonal mass telephone conference call during emergencies.  The PNB has been profligate at its meetings, with expensive last-minute tickets and and lavish accommodations.  In times of financial emergency, the PNB should consider staying with generous members and eating contributed food, not trying to shield itself from face-to-face conversations.  The "minor" juggling of venues means that, after declaring an emergency, one meeting a year can be held in Berkeley to limit the expense of accommodating and transporting the Executive Director and the Chief Financial Officer to a meeting, but it has the effect of putting the Berkeley station at the center of the network and giving KPFA members unequal access to the PNB.  It is more democratic to have the ED and/or the CFO report to the PNB by conference call so that all the members have the same access to their national board.

PBA4. Proposed amendment to Article Five, Sections 4(A) and 4(B) of the Pacifica Bylaws:

[This amendment would change the Affiliate Directors election timeline to facilitate election of Affiliate Directors (by the Pacifica National Board) prior to the close of Director terms in January. The advantage provided is that new Affiliate Directors would be seated concurrently with other new and returning Directors in January of each year, and have the same opportunities to vote in PNB Officer elections, and elections to standing committees. Also, the election would most likely take place by email or postal mail balloting.]

 

Article Five
Board of Directors of the Foundation

Section 4: Nomination and Election of Affiliate Representative Directors

A. NOMINATION

Any Foundation "affiliate station" (as defined below) or any association of affiliate stations may nominate one or more candidates for the two Affiliate Director positions on the Board. Nominations shall close on February November 15th each year and shall be submitted in writing to the Foundation Secretary for forwarding to the board. Every affiliate station or association of affiliate stations submitting nominee(s) shall include with said nomination(s) a written explanation of its procedure for selecting the nominee(s). Said statement shall be certified by the station general manager or the governing board secretary of each affiliate station nominating said candidate(s) or by the secretary of the association of affiliate stations, as appropriate. In addition, each nominee shall submit his/her resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary shall forward to all Foundation Directors all materials submitted supporting each nominee not later than March December 1st.

For purposes of this Section, an "affiliate station" shall be defined as any non-profit non-commercial broadcaster that broadcasts programming provided or distributed by the Foundation pursuant to a written agreement with the Foundation, including, for example, community radio stations, internet broadcasters or digital broadcasters, as such technology may be developed. An affiliate station shall not be a radio station whose broadcast license is held by the Foundation. For purposes of this Section, an "association of affiliate stations" shall be defined as any group of affiliate stations that have joined together to form an association, provided that said association has adopted bylaws and its membership is limited solely of affiliate stations.

B. ELECTION

As the first order of business, and given 30 days advance notice, at the a Board meeting in March December each year, the Directors present and voting (excluding any then current Affiliate or At-Large Directors from the vote) shall establish a protocol for balloting and shall elect two (2) Affiliate Representative Directors from the nominees submitted by affiliate stations and/or affiliate station associations, using the Single Transferable Voting method. Affiliate Directors shall serve for a one-year term which shall commence immediately upon their election with their seating at the regular January Board meeting.

 

ARGUMENT IN FAVOR OF PBA4:

see above

 

ARGUMENT AGAINST PBA4:

none offered

PBA5. Proposed amendment to the Pacifica Bylaws:

 

ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS

SECTION THREE - TELEPHONIC MEETINGS

[This amendment will eliminate the restriction which prohibits the holding of regular board meetings by telephone, video conferencing, or other communications equipment.]

The Board may hold special meetings, but not regular meetings by telephone conference, video screen communication or other communications equipment, provided, however, that telephone appearance at meetings scheduled as "in-person" meetings is not permitted. Participation in a telephonic meeting under this Section shall constitute presence at the meeting if all of the following apply:

A. Each Director participating in the meeting can communicate concurrently with all other Directors.
B. Each Director is provided the means of participating in all matters for the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Foundation.
C. The Board has a means of verifying that the person participating at the meeting is a Director and that all votes cast during said meeting are cast only by Directors.

 

ARGUMENT IN FAVOR OF PBA5:

Just as PBA #2, PBA #5 deals with Article 6 section 3.  It attempts to eliminate the restrictions against holding "regular" PNB meetings by telephone or video conference equipment.  Unfortunately, the Bylaws as presently written merges "regular" meetings with "in-person" meetings.  Therefore, adoption of this amendment would result in the implied creation of an unnamed class of PNB meetings distinct from in-person meetings and special meetings.  This ambiguity is resolved by the specification of "monthly" meetings in PBA #2.

 

ARGUMENT AGAINST PBA5:

It seems odd that the changes in PBA2 are not followed here.  In PBA2, the confusion between "regular" and "in-person" meetings is resolved with "monthly or special meetings, but not regular meetings."  It may be that this provision is so worded to make way for other types of meetings, or this may be just reducing unnecessary language for the three types of meetings under consideration.

At its meeting on Tuesday, November 11, the Local Station Board Delegates will be voting on changes to the Pacifica Bylaws.  The Bylaws took more than a year of contention and lawsuits to assemble, and changes should be carefully considered.  Overall, the changes, included below with comments for and against, increase the amount of business the Pacifica National Board can do and increase its efficiency in doing that business.  The downside is reduced member and listener participation in the process.

As an LSB member, I would like to hear your thoughts on these important revisions before voting.  You can comment here or email me privately, or you can voice your opinion at the LSB meeting, at 7:00 at Palms Westminster Presbyterian Church, 2908 Robertson Place, Los Angeles.  The Church is located 3 blocks north of National Blvd. and the I-10, to the east of S. Robertson Blvd.  LA buses 220 and 534 and Big Blue Bus 12 are within walking distance.