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.

---

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.

PBA4 allows the outgoing board, rather than the incoming board, to decide on the two unelected seats on the PNB. This could have a significant effect on the elected balances of power on the PNB.

Reading these proposals leaves me somewhat numb for lack of background. With all of the problems that Pacifica has, it surprises so much energy has gone into changing rules about meetings. Isn't this much ado about very little?

Maybe not. I don't know. This matter shows again why KPFK should turn the listener web forums back on.

These proposals have been going on for several months and listeners should have been discussing them. But, without the station web forums, ordinary listeners have no way to find out what is going on in the station and in Pacifica. The station never reports anything on the air.

Places like the Independent Media Centers are not properly discussion boards for Pacifica/KPFK and have other missions.

When Jim Lafferty was general manager, he turned the boards off and they have remained off. This was Lafferty's lasting contribution to the station. It appears that the Local Station board has no more respect for listeners than did Lafferty, and they have not come back on.


Given the real attitudes I see of KPFK for its audience and its lack of interest in developing any community other than as contributors, I am about ready to declare the whole enterprise a lost cause.

Given the reaction to this post, I have a feeling that I am not alone.

Thought this exchange might clarify why these are important, Susan. My eyes glaze over at this stuff, too, so I entered into this exchange with Yosh. Hope it helps.

P.S. I would get the station boards up and running again if I could, but if I interfered, that would be micromanaging, and LSB members can't do that.. In response to my inquiry, I was told that the lists are a security hole, and the KPFK servers have been vandalized repeatedly.

If the formatting here is messed up, I'll repost this in plain text, but if the formatting is intact, this is easier to follow.

--Leslie

Yosh Yamanaka wrote:

Thank you for preparing rebuttals to the rationales for the Bylaws amendments, Leslie.  I've briefly sketched out some counter-arguments.  Yosh

On Mon, Nov 10, 2008 at 12:23 AM, Leslie <leslie@radiojustice.net> wrote:

Dear LSB chairs and secretaries,

First let me thank Yosh for putting together these cogent explanations of the PNB's support for the amendments.  For KPFK's LSB and membership, I put together rebuttals to these, which I'm including here and hope you will distribute with Yosh's comments.  They are not necessarily indicative of how I will vote on these amendments (I'm still gathering listener input), but I hoped they will crystallize the arguments for our LSB, and I offer them to you in the spirit of doing the same for other LSBs.

--Leslie Radford
   Delegate, KPFK Local Station Board

Yosh Yamanaka wrote:

Dear LSB chairs and secretaries,

I've been asked to provide some background on the situations which may have prompted the proposed amendments. 

PBA #1 would modify the provision that no balloting on Bylaws amendments can take place within 12 months of an earlier balloting except by 2/3 vote of the PNB.  The amendment would shift the burden of achieving a 2/3 vote from the in-coming Board to the currently-sitting board.  This amendment was drafted to address the concern raised this year that, if the PNB authorized a balloting so late in 2008, it would hamstring the 2009 PNB by requiring the incoming Board to achieve a 2/3 majority if they wanted to consider Bylaws amendments prior to November, 2009.  [PBA #1 was APPROVED by the PNB by an 18:0:1 vote on 9 NOV 2008.]

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 inevitably, 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 unable to schedule a majority 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.

COUNTER-ARGUMENT:  While the concern about newcomers immediately overturning the prior PNB's amendments might have been an understandable concern immediately after the attempted takeover, it has little relevance in these times when it is so difficult to achieve consensus on the PNB.  Furthermore, there has always been a large holdover membership in each successive PNB, making it unlikely that returning Board members would support an immediate reversal.  Moreover, the (incoming) PNB does not have unilateral power and the majorities of three (3) Delegate Assemblies would also have to agree with immediate reversal - a highly unlikely prospect.

COUNTER-REBUTTAL:   The Bylaws are not about "in these times," but about as many potentialities as we can consider: what was an understandable concern historically should be a consideration for the future.  Should we expect another slate of amendments early in 2009?  If they are that pressing, then surely the 2009 PNB can muster the 2/3rds required for approval.

PBA #2 would create a 3rd class of PNB meetings besides "in-person meetings" and "special meetings."  Earlier this summer, the PNB attempted to conduct urgent business which, in part, would have addressed the question of when and where to hold the next in-person meeting.  However, because "special meetings" require 7 days notice of the meeting time and agenda plus a telephone call to each member at least 7 days in advance, an objection was made to agenda items which were added during the last 6 days.  This objection and subsequent motion resulted in the entire "special meeting" being adjourned without a single agenda item being addressed, despite urgent business being before the board.  EVERY SINGLE MEETING of the PNB this year, other than the 3 in-persons, was not properly noticed.  Therefore, if a Director objected to any addition to the Agenda made within the last 7 days, s/he could have prevented the special meeting from going forward.  Adoption of this amendment would allow the holding of monthly meetings without the draconian Notice provisions of "special meetings."  [PBA #2 was APPROVED by the PNB by a 12:7:0 vote on 9 NOV 2008.]

ARGUMENT AGAINST PBA2:  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 in-person meetings, which occur in public halls in the signal areas with time allotted for members to address the PNB, to "feel good," uncontroversial business.

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 can address their Local Station Board on issues before the PNB.

 COUNTER-ARGUMENT:  The reality is that all PNB meetings (other than the 3 or 4 in-persons each year) are "special meetings" which require only seven (7) days notice and occur telephonically, typically with no input from anyone outside the PNB.

PBA2 Would not restrict notice of monthly meetings to 21 days.  Much longer notice is always available and preferable.  But regardless of whether the PNB's "monthly meetings" provide 21 days or 30 days notice, those "monthly meetings" would take place telephonically, so it is a moot point whether discount airfare might be precluded.

Given the haphazard scheduling of LSB meetings vis-a-vis the PNB meetings, shortening the notice period from 30 days to 21 days is of questionable impact.  Moreover, it is a rare occurrence for an LSB to present a motion to the PNB in anticipation of the announced agenda.

COUNTER-REBUTTAL:  The amendment as written specifically changes the notice period for "every monthly or in-person meeting of the Board of Directors" to 21 days, limiting members' ability to attend out-of-town meetings and limiting the LSBs' ability to influence monthly and in-person meetings.  The "rare occurrence" of bottom-up policy-making should be encouraged, not discouraged.

PBA #3 would permit the cancellation of a 4th in-person during the year if 2/3 of the PNB agreed that financial or other emergency conditions required the cancellation.  This amendment was precipitated by this year's financial crisis and the need to cut costs, including one of the in-person meetings which had been averaging $40,000.  The amendment would also allow a minor juggling of the rotation of the meeting sites if 2/3 if the PNB agreed that a change of venue was required by emergency conditions.  [PNB #3 was APPROVED by the PNB by a 13:5:1 vote on 9 NOV 2008.]

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 members have the same access to their national board.

COUNTER-ARGUMENT:   Although many Pacificans hold idealistic notions about public input at in-person meetings, such meetings typically only draw two or three dozen members.  Furthermore, to my best recollection, the in-person meetings have resulted in only one instance of the PNB actually taking responsive action immediately following the public comment period.

While Pacifica could save airfare for the ED and the CFO by holding in-persons in the Bay Area annually at the expense of minimizing visits to the other four signal areas, such a skewing toward Berkeley would require concurrence of 2/3 of the PNB that emergency circumstances require yet another in-person to be held ithere.  It is highly unlikely that non-KPFA Directors would accede to yet another meeting in the Bay Area to the detriment of listeners in other signal areas.

COUNTER-REBUTTAL:    Pacifica Board meetings have been attended by hundreds of listeners, and the Bylaws should allow for that potential.  Perhaps the fact that in your tenure only one public comment has resulted in an immediate response from the PNB contributes to reduced member participation.  Let the ED and the CFO phone it in, and let the signal areas participate at critical junctures in their turn.  If this contingency is as unlikely as you say, then why change the Bylaws except to earmark a privilege for Berkeley?  The original announcement of this amendment noted that only a majority of the west coast directors recommended it.  Would they have done so if the Foundation headquarters was still located in D.C.?

PBA #4 addressed the problem of the 2 Affiliate Directors being voted on until sometime after February 15 which means that they will not have missed the January in-person.  Adoption of this amendment would allow the seating of the 2 Affiliate Directors in January together with all other newly-elected Directors.  [PBA #4 was APPROVED by the PNB by unanimous vote (with the 2 Affiliate Directors recusing themselves).]

ARGUMENT AGAINST PBA4: PBA4 allows the outgoing board, rather than the incoming board, to decide on the two unelected seats on the PNB. 

This could have a significant effect on the elected balances of power on the PNB. A listener has noted that this allows the board that was voted out to make the determination about these seats. Since the term of office is one year, the affiliates are represented through the January meeting.

COUNTER-ARGUMENT:  It is preferable to have experienced PNB members make decisions on the incoming Affiliate Directors as they are more likely to act based on knowledge of the candidates and the candidates' proponents or opponents.  It is an impossible task for a freshman Director newly-seated in January to make an informed decision in a vacuum of personal knowledge about the Affiliate candidates.

COUNTER-REBUTTAL:   A new Director is immediately voting on officers and committee assignments, presumably with little personal knowledge of the candidates for those positions.  Knowledge of  a nominee's "proponents or opponents" seems like an invitation to partisanship, and voting by personal knowledge favors the incumbent affiliate members who have spent a year working with the Board.  Allowing the newcomers to vote opens the door a bit wider to less partisanship and new voices from the affiliates.

PBA #5 was an earlier draft of PBA #2 and was DISAPPROVED by unanimous vote, so need not be considered by any of the Assemblies.

On Fri, Nov 7, 2008 at 12:37 PM, Jack VanAken <jackv@123mail.org> wrote:

To: All Pacifica LSB Chairs and Secretaries

From: Jack VanAken, PNB Coordinating Committee Chair

Dear LSB Chairs and Secretaries,

Please take note that the attached five proposed Amendments to the Pacifica Bylaws must be voted on in the month of November.

Each LSB should convene as an Assembly of Delegates this month and vote each of the five amendments up or down by a majority of all Delegates per signal area, which means a minimum of thirteen (13) "yes" votes for approval, regardless of how many members are present and voting. For example, if there are only 18 Delegates present it will still require at least 13 "yes" votes for an amendment to be approved.

Any efforts to "amend the amendments" should be discouraged in the strongest terms! The PNB and each of the five stations' Delegates need to vote on the identical text, as that is the only way to ensure that each amendment has a chance of approval. To be approved, a Bylaws amendment requires approval by both the PNB and three of the five signal areas' Delegates.

Attached find the text of each of the five proposed Bylaws Amendments, including a brief synopsis [in brackets] of the intended effect of each amendment.

If you have any questions about how to proceed, do not hesitate to contact me at xxx-xxx-xxxx.

Thank you for your participation,
Jack VanAken, PNB Coordinating Committee Chair

 

 

At last night's KPFK Local Station Board, we were notified that the Pacifica national office is within a few days completing a loan application that puts up the KPFK building as collateral on a $1M note. The LSB agreed to continue the meeting tonight at the station at 7:30 p.m. to discuss possible responses. I have offered up one response, which outlines the arguments that came up last night. I'm sure there will be others.

Tonight's meeting is, of course, open to all listeners who are concerned about the security of KPFK.

--Leslie Radford

______________________

Subj: DRAFT PROPOSAL for a response to hijacking KPFK


To: Lonnie Hicks, Pacifica CFO
To: Sherry Gendleman, Chair, and the Pacifica National Board
To: The Local Station Boards of KPFA, KPFT, WBAI, and WPFW

The KPFK would like to convey its displeasure and the reluctance of our listener-sponsors and staff to the Foundation plan to mortgage the KPFK building and to the lack of proper notice and consultation in the process of determining to risk the KPFK building to provide the network with short-term cash flow.

The KPFK building's market value is far greater than the value of the loan. Such an arrangement, especially in this economic climate, is an open invitation to the lender to foreclose at any opportunity. Pacifica has other holdings valued nearer to the $1M to be borrowed, and collateralizing any of these would offer less temptation to a lender to take the property in a default situation.

Our listener-sponsors and staff continue to reach our budget goals, even as our station absorbs the greatest loss of staff in the network. Now Pacifica is demanding that our listener-sponsors risk their capital investment as well. Without the safeguard of a repayment plan in place, the greatest burden for repaying the note will fall on those with the most to lose--KPFK staff and listener-sponsors.

If the Foundation insists on going forward, in spite of the strongest objections of the KPFK Local Station Board, to dismantle the security and operations of its strongest unit, then the KPFK insists on a contractual repayment plan. To that end, the KPFK Local Station Board herein amends its budget such that, beginning in February 2009, KPFK will pay no Central Service fees until 80% of the loan and interest is repaid from sources other than KPFK sponsors and donors, at which time KPFK agrees to pay the remaining 20% of the loan plus 20% of the
interest. The loan has been presented to us as a stop-gap to a cash-on-hand shortfall, so that beginning the repayment plan in February should be more than sufficient.

Further, we demand that Pacifica take up the long-standing recommendation of the Foundation CFO to develop a marketing and programming plan directed toward a younger and more diverse audience, and that this plan be implemented across the network within the time frame of the repayment.

We also demand that, from now on, Foundation staff and the PNB work transparently, honestly, and in good faith with local stations and station boards when negotiating the fate of the stations and bargaining on the goodwill
of local listener-subscribers.

What is happening to KPFK could happen to any of the stations, and we ask that other stations join with us in forestalling the Foundation staff and governance from raiding select station's resources to cover inadequate Foundation planning. This appropriation of station assets without notice and consultation sets a precedent that endangers every station in Pacifica.

Sincerely,

The need for listener web forums becomes more apparent every day.

The proposal to mortgage the KPFK building did not arise overnight.

Something has been obviously going on that causes Pacifica to need the money. But what?

How does this reconcile with Lila Garrett's and Ian McMaster's claims about how well off the system is now?

I knew that when Lila talked about how well off things were, problems were coming.

And how does Pacifica propose to pay off the mortgage.

If we had listener forums, maybe someone would have said something long ago that would have prompted discussions and people to ask questions that would have brought out the facts which remain a mystery.

Lafferty's responsibility in cutting them off has long been clear, and Grace Aaron's, apparent. Cutting off the community was the slate mailer group's goal from the beginning. Transparency never was.

The time has come for the Local Station Board to instruct management to turn the forums back on.

No BAIL OUTS TO PACIFICA, or banks, or other financially deficiently run corps or instutitions !!!!