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.<\/p>\r\n

PBA1. Proposed amendment to Article\r\nSeventeen, Section 1(B) of the Pacifica Bylaws:<\/span><\/b><\/p>\r\n\r\n

[This amendment would\r\npermit Directors to propose Bylaws amendments at any time in a given year,\r\nwithout thereby imposing a restriction (in the form of a 2\/3 vote requirement)\r\non newly elected or returning Directors who may be seated in January of the\r\nsubsequent year.]<\/span><\/p>\r\n\r\n\r\n

ARTICLE SEVENTEEN
\r\nAMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS<\/span><\/b><\/p>\r\n\r\n

SECTION 1.<\/span><\/b><\/span> AMENDMENT OF BYLAWS<\/span><\/b><\/p>\r\n\r\n

(1) Unless the Board\r\nby a 2\/3 vote decides otherwise, there shall be a maximum of one ballot\r\nper 12-month period calendar year <\/b>related to the\r\namendment of the Foundation's Bylaws, which annual voting period shall be\r\ndetermined by the Board. All properly proposed Bylaw amendments shall be held\r\nuntil that date which is 60 days before the earliest of the voting dates of the\r\nBoard and of the Delegates, as determined by the Board (the \"Notice\r\nDate\"). On the Notice Date, the proposed amendment(s) to the Bylaws shall\r\nbe posted on the Foundation's website and the Foundation's radio stations shall\r\nbroadcast an announcement twice a day for a period of 60 days (the \"Notice\r\nPeriod\") regarding the existence of the proposed amendment(s) on the\r\nFoundation's website for review and the upcoming vote by the Board and\r\nDelegates regarding said amendment(s). The results of said voting by the Board\r\nand the Delegates on the proposed amendment(s) shall be reported within 15 days\r\nof the Board and Delegates meetings to vote on these amendments.<\/span><\/p>\r\n\r\n

The above amendment\r\ndeals with the \"12-month rule\" for amending the Bylaws.\r\n Essentially, the amendment would shift the burden<\/u> of\r\nrequiring a super-majority vote of the PNB in order to conduct a balloting for\r\nproposed Bylaws amendments from the subsequent board to the\r\ncurrently-sitting board<\/u>. Currently, if there is a second balloting\r\nfor Bylaws amendment(s) within a 12-month period, the PNB must achieve a 2\/3\r\nmajority in order to authorize a second balloting. I.e., the\r\nincoming PNB would be hamstrung by having to achieve a 2\/3 majority if another\r\nset of Bylaws amendments is considered before 12 months had elapsed. This\r\namendment would allow the incoming PNB to authorize an initial balloting for\r\nBylaws amendments by a simple majority vote.<\/span><\/b><\/p>\r\n\r\n

PBA1 undoes a provision that restricts a newly-elected\r\nPacifica National Board's ability to amend the bylaws. <\/span>The PNB is elected annually, and the original\r\nrule prevents an incoming PNB from immediately proposing to reverse Bylaws\r\nchanges made by the previous PNB. <\/span>The\r\nactual 12-month rule is, almost inevitable, a bit longer than 12 months, since\r\nit's unlikely the PNB will approve voting on amendments precisely one year\r\nafter the prior year's approval. <\/span>The effect\r\nof the original rule is that, over time, the end of the 12-month interval gets\r\npushed back into the calendar year, as amendments are approved for a vote in\r\nincrements somewhat longer than twelve months, so that in some years (as may\r\nhappen in 2009) the PNB will, as a practical matter, be able to schedule a vote\r\nduring their calendar-year term. <\/span>The\r\namendment is merely an insurance policy for the incoming PNB, guaranteeing them\r\na crack at the Bylaws. <\/span>The cost is that\r\ninexperienced PNBs<\/span> and untested PNBs<\/span>\r\nthat are elected in reaction to the prior PNB can immediately alter the\r\nfundamental document of the Foundation. <\/span><\/b><\/p>\r\n\r\n

\r\n\r\n
\r\n\r\n<\/span><\/div>\r\n\r\n
PBA2. Proposed amendment to Article Six, Sections\r\n3 & 4 of the Pacifica Bylaws:<\/span><\/b><\/p>\r\n\r\n
[In addition to\r\nin-person meetings and special meetings, this amendment will create a third\r\ncategory called \"monthly\" meetings. It enables the elimination\r\nof the restriction which prohibits the holding of board meetings by telephone,\r\nvideo conferencing, or other communications equipment unless it is a special\r\nmeeting. The prohibition against holding the first three in-person\r\nmeetings by telephone or video equipment is maintained.]<\/span><\/p>\r\n\r\n
ARTICLE SIX
\r\nMEETINGS OF THE BOARD OF DIRECTORS<\/span><\/b><\/p>\r\n\r\n
SECTION 3.<\/span><\/b><\/span> TELEPHONIC MEETINGS<\/span><\/b><\/p>\r\n\r\n
The Board may\r\nhold monthly or<\/b> special meetings, but not regular\r\nmeetings, by telephone conference, video screen communication or other\r\ncommunications equipment, provided, however, that telephoneic<\/b><\/span>\r\nor videographic<\/span><\/b> appearance at meetings\r\nscheduled as \"in-person\" meetings is not permitted except\r\nwhen the 4th in-person is held pursuant to Article Six, section 1 as amended in\r\nNovember, 2008<\/b>. Participation in a telephonic meeting under this Section\r\nshall constitute presence at the meeting if all of the following apply:<\/span><\/p>\r\n\r\n
A. Each Director\r\nparticipating in the meeting can communicate concurrently with all other\r\nDirectors.
\r\nB. Each Director is provided the means of participating in all matters for the\r\nBoard, including the capacity to propose,<\/span> or to\r\ninterpose an objection to, a specific action to be taken by the Foundation.
\r\nC. The<\/span> Board has a means of verifying that the person\r\nparticipating at the meeting is a Director and that all votes cast during said\r\nmeeting are cast only by Directors.<\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARGUMENT IN FAVOR OF PBA2, section 3:<\/span><\/i><\/b><\/p>\r\n\r\n
This amendment would\r\ncreate a new, third class of PNB meetings called \"monthly\" meetings.\r\n It would permit the monthly meetings to be held telephonically or by\r\nvideo conference. Under the existing Bylaws, all PNB meetings other\r\nthan in-person meetings are special meetings<\/u>. Unfortunately, special meetings have very rigorous notice requirements and permits<\/span>\r\na single Director to prevent the inclusion of new items of business unless\r\nthose items were placed on the agenda at least seven (7) days prior to the\r\nspecial meeting. The creation of the new category of \"monthly\"\r\nmeetings would permit last-minute additions to the agenda if such becomes\r\nnecessary.<\/span><\/b><\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARGUMENT AGAINST PBA2, section 3<\/span>:<\/span><\/i><\/b><\/p>\r\n\r\n
During the development of the Bylaws, the question of\r\nallowing telephonic meetings at all<\/i>\r\nwas hotly debated, because such meetings leave members out of the\r\ndecision-making. <\/span>The compromise was that\r\ntelephonic meetings had to be special meetings, so that members had notice of\r\nthe meeting content and could contact their representatives and so PNB members could\r\nnot spring unannounced motions on the membership. <\/span>Further, the PNB may be tempted to conduct\r\nits controversial business at these monthly meetings and relegate the regular\r\nmeetings, which occur in public halls in the signal areas with time allotted for\r\nmembers to address the PNB, to \"feel good,\" uncontroversial business.<\/span><\/b><\/p>\r\n\r\n
SECTION 4.<\/span><\/b><\/span> NOTICE<\/span><\/b><\/p>\r\n\r\n
Notice of every regular monthly\r\nor in-person<\/b> meeting of the Board of Directors, stating the time and\r\nplace of said meeting, and the purposes thereof, shall be sent to each Director\r\nby first class mail, facsimile or email, according to the preference each\r\nDirector specifies in writing to the Foundation's Secretary, at least thirty\r\n(30) twenty-one (21)<\/b> days before any such meeting. Special\r\nmeetings shall require only seven (7) days advance notice, but shall also\r\nrequire telephonic notice by leaving a message at the telephone number given to\r\nthe Foundation's Secretary for such notice by each Director, and shall specify\r\nthe purpose of the meeting. No additional business not stated in the notice\r\nshall be conducted at a special meeting. Notice of all meetings shall be placed\r\non the Foundation's website and announced a minimum of 3 times daily on air for\r\nfive consecutive days on all Foundation radio stations, beginning, whenever\r\nreasonably possible, no later than ten days before the date of said meeting.<\/span><\/p>\r\n\r\n
Notice of a meeting\r\nhereunder will be deemed waived by a Director who affirmatively agrees to\r\nattend a meeting or to waive this advance notice requirement, signs a waiver of\r\nnotice or a written consent to hold the meeting, or who attends the meeting\r\nwithout protesting prior to the meeting or upon commencement of the meeting to\r\nthe lack of notice to that Director.<\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARGUMENT IN FAVOR OF PBA2, section 4:<\/span><\/i><\/b><\/p>\r\n\r\n
This amendment would\r\nshorten the notice required for in-person and the newly-created\r\n\"monthly\" meetings from 30 days to 21 days. The shorter notice\r\nrequirement would give the PNB greater flexibility to schedule the next monthly\r\nmeeting in less than 30 days.<\/span><\/b><\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARGUMENT AGAINST PB2, section 4<\/span>:<\/span><\/i><\/b><\/p>\r\n\r\n
During the formation of the Bylaws, thirty days was\r\ndecided on so that members who wanted to attend a PNB meeting outside their\r\nsignal area could purchase tickets 21 days in advance. <\/span>If monthly meetings are approved, 30 days ensures\r\nthat Local Stations Boards, required to meet at least monthly, will have the\r\nagenda of the PNB monthly meetings and be able to be heard on pending matters,\r\nand that members have can address their Local Station Board on issues before\r\nthe PNB.<\/span><\/b><\/p>\r\n\r\n
<\/span><\/b><\/p>\r\n\r\n
Changes to Article Six, sections 3 and 4 are presented as\r\na single motion and cannot be divided.<\/span><\/b><\/span><\/p>\r\n\r\n
\r\n\r\n
\r\n\r\n<\/span><\/div>\r\n\r\n
PBA3. Proposed amendment to Article Six,\r\nSection 1 of the Pacifica Bylaws:<\/span><\/b><\/p>\r\n\r\n
[The proposed\r\namendment would permit the Pacifica National Board to eliminate one of the four\r\nin-person meetings presently required under the Bylaws, but only if 2\/3rds of\r\nthe Directors agree that elimination of the 4th in-person meeting is\r\nnecessitated by \"financial or other emergency conditions.\"]<\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARTICLE SIX
\r\nMEETINGS OF THE BOARD OF DIRECTORS<\/span><\/b><\/p>\r\n\r\n
SECTION 1 - TIME AND PLACE OF MEETINGS<\/span><\/b><\/p>\r\n\r\n
The \"Annual\r\nMeeting\" of the Board of Directors shall take place in late January each\r\nyear, or at such other time and place as agreed to by a majority vote of the\r\nBoard of Directors. The Board shall also regularly meet in March, June\r\nand September of each year. The Board shall also meet in person no\r\nfewer than three other times each year, unless by a two-thirds vote, the Board\r\ndetermines that financial or other emergency conditions require canceling one\r\nof the other three meetings. In the event that such an in-person meeting is\r\ncancelled, the Board shall arrange for a telephonic and\/or electronic meeting\r\nthat includes provisions for public comment during the meeting by broadly\r\naccessible means. <\/b>The four regular Board meetings shall rotate\r\nthrough the five Foundation radio station areas so that meetings do not take\r\nplace twice in the radio same station area until a meeting has been held in all\r\nother station areas. In-person board meetings shall rotate among\r\nthe five Foundation radio station signal areas except when the board determines\r\nby a two-thirds vote that financial or other emergency conditions require a\r\nmodification in the rotation order. Each signal area shall host an in-person\r\nboard meeting at least once during any 24-month period but no more than once in\r\nany 12-month period.<\/b><\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARGUMENT IN FAVOR OF PBA3:<\/span><\/i><\/b><\/p>\r\n\r\n
Presently, the Bylaws\r\nrequires<\/span> the PNB to hold four (4) in-person board\r\nmeetings each calendar year. This amendment would allow the PNB to\r\ncancel one of the three remaining in-person meetings by 2\/3 vote if financial\r\nor other emergency conditions require cancellation<\/u>. It would also\r\npermit a minor juggling of the sequence of venues for financial or other\r\nemergency conditions<\/span><\/b>.<\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARGUMENT AGAINST PBA3:<\/span><\/i><\/b><\/p>\r\n\r\n
During the Bylaws discussions, in the shadow of the near-takeover\r\nof Pacifica by a secretive and unresponsive Board, the original proposal was\r\nthat regular meetings be conducted six times a year. <\/span>Because of the cost and the demands this\r\nwould make on PNB members, this was reduced to four meetings. <\/span>In times of emergency, financial or\r\notherwise, the PNB should be seeking out the advice of its membership and\r\nholding itself out for public accountability. \r\n<\/span>This provision allows the PNB to hide behind a moderated and impersonal\r\nmass telephone conference call during emergencies. <\/span>The PNB has been profligate at its meetings,\r\nwith expensive last-minute tickets and and<\/span> lavish accommodations. <\/span>In times of financial emergency, the PNB\r\nshould consider staying with generous members and eating contributed food, not\r\ntrying to shield itself from face-to-face conversations. <\/span>The \"minor\" juggling of venues\r\nmeans that, after declaring an emergency, one meeting a year can be held in\r\nBerkeley to limit the expense of accommodating and transporting the Executive\r\nDirector and the Chief Financial Officer to a meeting, but it has the effect of\r\nputting the Berkeley station at the center of the network and giving KPFA\r\nmembers unequal access to the PNB. <\/span>It is\r\nmore democratic to have the ED and\/or the CFO report to the PNB by conference\r\ncall so that all the members have the same access to their national board.<\/span><\/b><\/p>\r\n\r\n
\r\n\r\n
\r\n\r\n<\/span><\/div>\r\n\r\n
PBA4. Proposed amendment to Article Five,\r\nSections 4(A) and 4(B) of the Pacifica Bylaws:<\/span><\/b><\/p>\r\n\r\n
[This amendment would\r\nchange the Affiliate Directors election timeline to facilitate election of\r\nAffiliate Directors (by the Pacifica National Board) prior to the close of\r\nDirector terms<\/span> in January. The advantage provided is\r\nthat new Affiliate Directors would be seated concurrently with other new and\r\nreturning Directors in January of each year, and have the same opportunities to\r\nvote in PNB Officer elections<\/span>, and elections to\r\nstanding committees. Also, the election would most likely take place by email\r\nor postal mail balloting.]<\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
Article Five
\r\nBoard of Directors of the Foundation<\/span><\/b><\/p>\r\n\r\n
Section 4: Nomination and Election of\r\nAffiliate Representative Directors<\/span><\/b><\/p>\r\n\r\n
A. NOMINATION<\/span><\/p>\r\n\r\n
Any Foundation\r\n\"affiliate station\" (as defined below) or any association of\r\naffiliate stations may nominate one or more candidates for the two Affiliate\r\nDirector positions on the Board. Nominations shall close on February November<\/b> 15th\r\neach year and shall be submitted in writing to the Foundation Secretary for\r\nforwarding to the board<\/b>. Every affiliate station or association of\r\naffiliate stations submitting nominee(s) shall include with said nomination(s)\r\na written explanation of its procedure for selecting the nominee(s). Said\r\nstatement shall be certified by the station general manager or the governing\r\nboard secretary of each affiliate station nominating said candidate(s) or by\r\nthe secretary of the association of affiliate stations, as appropriate. In\r\naddition, each nominee shall submit his\/her resume and a statement of his\/her\r\ninterest in serving as a Director of the Foundation. The Foundation Secretary\r\nshall forward to all Foundation Directors all materials submitted supporting\r\neach nominee not later than March December<\/b> 1st.<\/span><\/p>\r\n\r\n
For purposes of this\r\nSection, an \"affiliate station\" shall be defined as any non-profit\r\nnon-commercial broadcaster that broadcasts programming provided or distributed\r\nby the Foundation pursuant to a written agreement with the Foundation,\r\nincluding, for example, community radio stations, internet broadcasters or\r\ndigital broadcasters, as such technology may be developed. An affiliate station\r\nshall not be a radio station whose broadcast license is held by the Foundation.\r\nFor purposes of this Section, an \"association of affiliate stations\"\r\nshall be defined as any group of affiliate stations that have joined together\r\nto form an association, provided that said association has adopted bylaws and\r\nits membership is limited solely of affiliate stations.<\/span><\/p>\r\n\r\n
B. ELECTION<\/span><\/p>\r\n\r\n
As the first order of\r\nbusiness, and given 30 days advance notice<\/b>, at the a<\/b> Board\r\nmeeting in March December<\/b> each year, the Directors\r\npresent and voting (excluding any then current Affiliate or At-Large Directors\r\nfrom the vote) shall establish a protocol for balloting and<\/b> shall\r\nelect two (2) Affiliate Representative Directors from the nominees submitted by\r\naffiliate stations and\/or affiliate station associations, using the Single\r\nTransferable Voting method. Affiliate Directors shall serve for a one-year term\r\nwhich shall commence immediately upon their election with\r\ntheir seating at the regular January Board meeting.<\/b><\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARGUMENT IN FAVOR OF PBA4:<\/span><\/i><\/b><\/p>\r\n\r\n
see<\/span><\/b><\/span> above<\/span><\/b><\/p>\r\n\r\n
<\/span><\/b><\/p>\r\n\r\n
ARGUMENT AGAINST PBA4:<\/span><\/i><\/b><\/p>\r\n\r\n
none<\/span><\/b><\/span>\r\noffered<\/span><\/b><\/p>\r\n\r\n
\r\n\r\n
\r\n\r\n<\/span><\/div>\r\n\r\n
PBA5. Proposed amendment to the Pacifica\r\nBylaws:<\/span><\/b><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARTICLE SIX
\r\nMEETINGS OF THE BOARD OF DIRECTORS<\/span><\/b><\/p>\r\n\r\n
SECTION THREE - TELEPHONIC MEETINGS<\/span><\/b><\/p>\r\n\r\n
[This amendment will\r\neliminate the restriction which prohibits the holding of regular<\/u> board\r\nmeetings by telephone, video conferencing, or other communications equipment.]<\/span><\/p>\r\n\r\n
The Board may\r\nhold special meetings, but not regular meetings by telephone\r\nconference, video screen communication or other communications equipment,\r\nprovided, however, that telephone appearance at meetings scheduled as\r\n\"in-person\" meetings is not permitted. Participation in a telephonic\r\nmeeting under this Section shall constitute presence at the meeting if all of\r\nthe following apply:<\/span><\/p>\r\n\r\n
A. Each Director\r\nparticipating in the meeting can communicate concurrently with all other\r\nDirectors.
\r\nB. Each Director is provided the means of participating in all matters for the\r\nBoard, including the capacity to propose,<\/span> or to\r\ninterpose an objection to, a specific action to be taken by the Foundation.
\r\nC. The<\/span> Board has a means of verifying that the person\r\nparticipating at the meeting is a Director and that all votes cast during said\r\nmeeting are cast only by Directors.<\/span><\/p>\r\n\r\n
<\/span><\/p>\r\n\r\n
ARGUMENT IN FAVOR OF PBA5:<\/span><\/i><\/b><\/p>\r\n\r\n
Just as PBA #2, PBA\r\n#5 deals with Article 6 section 3. It attempts to eliminate the\r\nrestrictions against holding \"regular\" PNB meetings by telephone or\r\nvideo conference equipment. Unfortunately, the Bylaws\r\nas presently written merges \"regular\" meetings with\r\n\"in-person\" meetings.<\/span> Therefore, adoption of\r\nthis amendment would result in the implied creation of an unnamed class of PNB\r\nmeetings distinct from in-person meetings and special meetings<\/u>. This\r\nambiguity is resolved by the specification of \"monthly\" meetings in\r\nPBA #2<\/span><\/b>.<\/span><\/p>\r\n\r\n
<\/p>\r\n\r\n
ARGUMENT AGAINST PBA5:<\/span><\/i><\/b><\/p>\r\n\r\n
It seems odd that the changes in PBA2 are not\r\nfollowed here. <\/span>In PBA2, the confusion\r\nbetween \"regular\" and \"in-person\" meetings is resolved with\r\n\"monthly or special meetings, but not regular meetings.\" <\/span>It may be that this provision is so worded to\r\nmake way for other types of meetings, or this may be just reducing unnecessary\r\nlanguage for the three types of meetings under consideration.<\/span><\/b><\/p>\r\n\r\n
\r\n<\/span><\/b>\r\n\r\n
At its meeting on Tuesday, November 11, the\r\nLocal Station Board Delegates will be voting on changes to the Pacifica\r\nBylaws. <\/span>The Bylaws took more than a year\r\nof contention and lawsuits to assemble, and changes should be carefully considered. <\/span>Overall, the changes, included below with comments\r\nfor and against, increase the amount of business the Pacifica National Board\r\ncan do and increase its efficiency in doing that business. <\/span>The downside is reduced member and listener\r\nparticipation in the process.<\/span><\/b><\/p>\r\n\r\n
As an LSB member, I would like to hear your\r\nthoughts on these important revisions before voting. <\/span>You can comment here or email me privately,\r\nor you can voice your opinion at the LSB meeting, at 7:00 at Palms Westminster Presbyterian\r\nChurch, 2908 Robertson Place, Los Angeles. \r\n<\/span>The Church is located 3 blocks north of National Blvd. and the I-10, to\r\nthe east of S. Robertson Blvd. <\/span>LA buses\r\n220 and 534 and Big Blue Bus 12 are within walking distance.<\/span><\/b><\/p>\n<\/body><\/html>\n","contact":"leslie@radiojustice.net","link":"","address":"","phone":"","parent_id":0,"mime_type":"image\/jpeg","summary":"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.\r\nAs 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.\r\n","numcomment":6,"fileurl":"\/uploads\/2008\/11\/pacifica_logo.jpg","filesize":"6.2 kibibytes","article_url":"\/news\/2008\/11\/221843.php","image":{"original":"\/uploads\/2008\/11\/pacifica_logo.jpg","small":"\/uploads\/2008\/11\/pacifica_logo.jpgthumb.jpg","medium":"\/uploads\/2008\/11\/pacifica_logo.jpgmid.jpg"}},"attachments":[],"comments":[{"id":221869,"heading":"One more thing","article":"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.","author":"Leslie","parent_id":221843,"mime_type":"text\/plain","created":"2008-11-10 01:56:48","modified":"2008-11-10 01:56:48","fileurl":""},{"id":222023,"heading":"KPFK Should Turn Listener Web Forums Back On","article":"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?\r\n\r\nMaybe not. I don't know. This matter shows again why KPFK should turn the listener web forums back on.\r\n\r\nThese 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.\r\n\r\nPlaces like the Independent Media Centers are not properly discussion boards for Pacifica\/KPFK and have other missions. \r\n\r\nWhen 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.\r\n\r\n\r\nGiven 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.\r\n\r\nGiven the reaction to this post, I have a feeling that I am not alone.\r\n\r\n","author":"susan2","parent_id":221843,"mime_type":"text\/plain","created":"2008-11-11 11:33:42","modified":"2008-11-11 11:33:42","fileurl":""},{"id":222040,"heading":"a dialogue on the bylaws changes","article":"
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>\r\n\r\n
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<\/i> been vandalized repeatedly.<\/p>\r\n\r\n
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.<\/p>\r\n\r\n
\r\n--Leslie
\r\n
\r\nYosh<\/span> Yamanaka wrote: <\/o:p><\/span><\/p>\r\n\r\n
Thank\r\nyou for preparing rebuttals to the rationales for the Bylaws amendments,\r\nLeslie. I've briefly sketched out some counter-arguments. Yosh<\/span> <\/o:p><\/span><\/p>\r\n\r\n
On Mon, Nov 10, 2008 at 12:23\r\nAM, Leslie <leslie@radiojustice.net<\/a>>\r\nwrote:<\/o:p><\/span><\/p>\r\n\r\n
Dear\r\nLSB chairs and secretaries,<\/o:p><\/span><\/p>\r\n\r\n
First let me thank Yosh<\/span> for putting together these cogent explanations of the PNB's<\/span> support for the amendments. For KPFK's LSB and\r\nmembership, I put together rebuttals to these, which I'm including here and\r\nhope you will distribute with Yosh's<\/span> comments. \r\nThey are not necessarily indicative of how I will vote on these amendments (I'm\r\nstill gathering listener input), but I hoped they will crystallize the\r\narguments for our LSB, and I offer them to you in the spirit of doing the same\r\nfor other LSBs<\/span>.
\r\n
\r\n--Leslie Radford
\r\n   Delegate, KPFK Local Station Board <\/o:p><\/span><\/p>\r\n\r\n

\r\n
\r\nYosh<\/span> Yamanaka wrote: <\/o:p><\/span><\/p>\r\n\r\n
Dear LSB chairs and\r\nsecretaries,<\/span>
\r\n
\r\nI've been asked to provide some background on the situations which may have\r\nprompted the proposed amendments.
\r\n
\r\nPBA #1 would modify the provision that no balloting on Bylaws amendments can\r\ntake place within 12 months of an earlier balloting except by 2\/3 vote of the\r\nPNB. The amendment would shift the burden of achieving a 2\/3 vote from\r\nthe in-coming Board to the currently-sitting board. This amendment was\r\ndrafted to address the concern raised this year that, if the PNB authorized a\r\nballoting so late in 2008, it would hamstring the 2009 PNB by requiring the\r\nincoming Board to achieve a 2\/3 majority if they wanted to consider Bylaws\r\namendments prior to November, 2009. [PBA #1 was APPROVED by the PNB by an\r\n18:0:1 vote on 9 NOV 2008.]<\/o:p><\/span><\/p>\r\n\r\n
ARGUMENT\r\nAGAINST PBA1:<\/span><\/i>  \r\n<\/span>PBA1\r\nundoes a provision that restricts a newly-elected Pacifica National Board's\r\nability to amend the bylaws. The PNB is elected annually, and the\r\noriginal rule prevents an incoming PNB from immediately proposing to reverse\r\nBylaws changes made by the previous PNB. The actual 12-month rule is,\r\nalmost inevitably, a bit longer than 12 months, since it's<\/span>\r\nunlikely the PNB will approve voting on amendments precisely one year after the\r\nprior year's approval. The effect of the original rule is that, over\r\ntime, the end of the 12-month interval gets pushed back into the calendar year,\r\nas amendments are approved for a vote in increments somewhat longer than twelve\r\nmonths, so that in some years (as may happen in 2009) the PNB will, as a\r\npractical matter, be unable to schedule a majority vote during their\r\ncalendar-year term. The amendment is merely an insurance policy for the\r\nincoming PNB, guaranteeing them a crack at the Bylaws. The cost is that\r\ninexperienced PNBs<\/span> and untested PNBs<\/span>\r\nthat are elected in reaction to the prior PNB can immediately alter the\r\nfundamental document of the Foundation.<\/span><\/o:p><\/span><\/p>\r\n\r\n
COUNTER-ARGUMENT: While\r\nthe concern about newcomers immediately overturning the prior PNB's<\/span> amendments might have been an understandable concern\r\nimmediately after the attempted takeover, it has little relevance in these\r\ntimes when it is so difficult to achieve consensus on the PNB. \r\nFurthermore, there has always been a large holdover membership in each\r\nsuccessive PNB, making it unlikely that returning Board members would support\r\nan immediate reversal. Moreover, the (incoming) PNB does not have\r\nunilateral power and the majorities of three (3) Delegate Assemblies would also\r\nhave to agree with immediate reversal - a highly unlikely prospect. <\/o:p><\/span><\/p>\r\n\r\n
COUNTER-REBUTTAL: <\/span><\/i> The Bylaws are not about "in\r\nthese times," but about as many potentialities as we can consider: what\r\nwas an understandable concern historically should be a consideration for the\r\nfuture. Should we expect another slate of amendments early in 2009? \r\nIf they are that pressing, then surely the 2009 PNB can muster the 2\/3rds\r\nrequired for approval.
\r\n
\r\n<\/o:p><\/span><\/p>\r\n\r\n

\r\nPBA #2 would create a 3rd class of PNB meetings besides "in-person meetings"\r\nand "special meetings." Earlier this summer, the PNB attempted\r\nto conduct urgent business which, in part, would have addressed the question of\r\nwhen and where to hold the next in-person meeting. However, because\r\n"special meetings" require 7 days notice of the meeting time and\r\nagenda plus a telephone call to each member at least 7 days in advance, an\r\nobjection was made to agenda items which were added during the last 6\r\ndays. This objection and subsequent motion resulted in the entire\r\n"special meeting" being adjourned without a single agenda item being\r\naddressed, despite urgent business being before the board. EVERY SINGLE\r\nMEETING of the PNB this year, other than the 3 in-persons, was not properly\r\nnoticed. Therefore, if a Director objected to any addition to the Agenda\r\nmade within the last 7 days, s\/he could have prevented the special meeting from\r\ngoing forward. Adoption of this amendment would allow the holding of\r\nmonthly meetings without the draconian Notice provisions of "special\r\nmeetings." [PBA #2 was APPROVED by the PNB by a 12:7:0 vote on 9 NOV\r\n2008.]<\/o:p><\/span><\/p>\r\n\r\n
ARGUMENT\r\nAGAINST PBA2:<\/span><\/i> <\/span>During the development\r\nof the Bylaws, the question of allowing telephonic meetings at all<\/i> was\r\nhotly debated, because such meetings leave members out of the\r\ndecision-making. The compromise was that telephonic meetings had to be\r\nspecial meetings, so that members had notice of the meeting content and could\r\ncontact their representatives and so PNB members could not spring unannounced\r\nmotions on the membership. Further, the PNB may be tempted to conduct its\r\ncontroversial business at these monthly meetings and relegate the in-person\r\nmeetings, which occur in public halls in the signal areas with time allotted\r\nfor members to address the PNB, to "feel good," uncontroversial\r\nbusiness.
\r\n
\r\nDuring the formation of the Bylaws, thirty days was decided on so that members\r\nwho wanted to attend a PNB meeting outside their signal area could purchase\r\ntickets 21 days in advance. If monthly meetings are approved, 30 days\r\nensures that Local Stations Boards, required to meet at least monthly, will\r\nhave the agenda of the PNB monthly meetings and be able to be heard on pending\r\nmatters, and that members can address their Local Station Board on issues\r\nbefore the PNB.<\/span><\/o:p><\/span><\/p>\r\n\r\n
COUNTER-ARGUMENT: \r\nThe reality is that all PNB meetings (other than the 3 or 4 in-persons each\r\nyear) are "special meetings" which require only seven (7) days notice\r\nand occur telephonically, typically with no input from anyone outside the PNB.
\r\n
\r\nPBA2 Would<\/span> not restrict notice of monthly meetings to\r\n21 days. Much longer notice is always available and preferable. But\r\nregardless of whether the PNB's<\/span> "monthly\r\nmeetings" provide 21 days or 30 days notice, those "monthly\r\nmeetings" would take place telephonically, so it is a moot point whether\r\ndiscount airfare might be precluded.
\r\n
\r\nGiven the haphazard scheduling of LSB meetings vis-a-vis<\/span>\r\nthe PNB meetings, shortening the notice period from 30 days to 21 days is of\r\nquestionable impact. Moreover, it is a rare occurrence for an LSB to\r\npresent a motion to the PNB in anticipation of the announced agenda.<\/o:p><\/span><\/p>\r\n\r\n
COUNTER-REBUTTAL:<\/span><\/i> The amendment as written\r\nspecifically changes the notice period for "every monthly or in-person\r\nmeeting of the Board of Directors" to 21 days, limiting members' ability\r\nto attend out-of-town meetings and limiting the LSBs<\/span>'\r\nability to influence monthly and in-person meetings. The "rare\r\noccurrence" of bottom-up policy-making should be encouraged, not\r\ndiscouraged.
\r\n
\r\n<\/o:p><\/span><\/p>\r\n\r\n

\r\nPBA #3 would permit the cancellation of a 4th in-person during the year if 2\/3\r\nof the PNB agreed that financial or other emergency conditions required the\r\ncancellation. This amendment was precipitated by this year's financial\r\ncrisis and the need to cut costs, including one of the in-person meetings which\r\nhad been averaging $40,000. The amendment would also allow a minor\r\njuggling of the rotation of the meeting sites if 2\/3 if the PNB agreed that a\r\nchange of venue was required by emergency conditions. [PNB #3 was\r\nAPPROVED by the PNB by a 13:5:1 vote on 9 NOV 2008.]<\/o:p><\/span><\/p>\r\n\r\n
ARGUMENT AGAINST PBA3:<\/span><\/i><\/o:p><\/span><\/p>\r\n\r\n
During the Bylaws discussions, in the shadow of the\r\nnear-takeover of Pacifica by a secretive and unresponsive Board, the original\r\nproposal was that regular meetings be conducted six times a year. Because\r\nof the cost and the demands this would make on PNB members, this was reduced to\r\nfour meetings. In times of emergency, financial or otherwise, the PNB\r\nshould be seeking out the advice of its membership and holding itself out for\r\npublic accountability. This provision allows the PNB to hide behind a\r\nmoderated and impersonal mass telephone conference call during\r\nemergencies. The PNB has been profligate at its meetings, with expensive\r\nlast-minute tickets and and<\/span> lavish\r\naccommodations. In times of financial emergency, the PNB should consider\r\nstaying with generous members and eating contributed food, not trying to shield\r\nitself from face-to-face conversations. The "minor" juggling of\r\nvenues means that, after declaring an emergency, one meeting a year can be held\r\nin Berkeley to limit the expense of accommodating and transporting the\r\nExecutive Director and the Chief Financial Officer to a meeting, but it has the\r\neffect of putting the Berkeley station at the center of the network and giving\r\nKPFA members unequal access to the PNB. It is more democratic to have the\r\nED and\/or the CFO report to the PNB by conference call so that all members have\r\nthe same access to their national board.<\/span><\/o:p><\/span><\/p>\r\n\r\n

\r\nCOUNTER-ARGUMENT: Although many Pacificans<\/span>\r\nhold idealistic notions about public input at in-person meetings, such meetings\r\ntypically only draw two or three dozen members. Furthermore, to my best\r\nrecollection, the in-person meetings have resulted in only one instance of the\r\nPNB actually taking responsive action immediately following the public comment\r\nperiod.
\r\n
\r\nWhile Pacifica could save airfare for the ED and the CFO by holding in-persons\r\nin the Bay Area annually at the expense of minimizing visits to the other four\r\nsignal areas, such a skewing toward Berkeley would require concurrence of 2\/3\r\nof the PNB that emergency circumstances require yet another in-person to be\r\nheld ithere<\/span>. It is highly unlikely that\r\nnon-KPFA Directors would accede to yet another meeting in the Bay Area to the\r\ndetriment of listeners in other signal areas.<\/o:p><\/span><\/p>\r\n\r\n
COUNTER-REBUTTAL: <\/span><\/i>   Pacifica Board meetings have\r\nbeen attended by hundreds of listeners, and the Bylaws should allow for that\r\npotential. Perhaps the fact that in your tenure only one public comment\r\nhas resulted in an immediate response from the PNB contributes to reduced<\/span> member participation. Let the ED and the CFO\r\nphone it in, and let the signal areas participate at critical junctures in\r\ntheir turn. If this contingency is as unlikely as you say, then why\r\nchange the Bylaws except to earmark a privilege for Berkeley?<\/span> \r\nThe original announcement of this amendment noted that only a majority of the\r\nwest coast directors recommended it. Would they have done so if the\r\nFoundation headquarters was still located in D.C.?
\r\n
\r\n<\/o:p><\/span><\/p>\r\n\r\n

\r\nPBA #4 addressed the problem of the 2 Affiliate Directors being voted on until\r\nsometime after February 15 which means that they will not have missed the\r\nJanuary in-person. Adoption of this amendment would allow the seating of\r\nthe 2 Affiliate Directors in January together with all other newly-elected\r\nDirectors. [PBA #4 was APPROVED by the PNB by unanimous vote (with the 2\r\nAffiliate Directors recusing<\/span> themselves).]<\/o:p><\/span><\/p>\r\n\r\n
ARGUMENT AGAINST PBA4:\r\n<\/span><\/i>PBA4 allows the\r\noutgoing board, rather than the incoming board, to decide on the two unelected\r\nseats on the PNB. <\/span><\/o:p><\/span><\/p>\r\n\r\n
This could have a\r\nsignificant effect on the elected balances of power on the PNB. A listener has\r\nnoted that this allows the board that was voted out to make the determination\r\nabout these seats. Since the term of office is one year, the affiliates are\r\nrepresented through the January meeting.
\r\n
\r\nCOUNTER-ARGUMENT: It is preferable to have experienced PNB members make\r\ndecisions on the incoming Affiliate Directors as they are more likely to act\r\nbased on knowledge of the candidates and the candidates' proponents or\r\nopponents. It is an impossible task for a freshman Director newly-seated\r\nin January to make an informed decision in a vacuum of personal knowledge about\r\nthe Affiliate candidates.<\/span><\/o:p><\/span><\/p>\r\n\r\n
COUNTER-REBUTTAL:<\/span><\/i>   A new Director is\r\nimmediately voting on officers and committee assignments, presumably with little\r\npersonal knowledge of the candidates for those positions. Knowledge of a<\/span> nominee's "proponents or opponents" seems\r\nlike an invitation to partisanship, and voting by personal knowledge favors the\r\nincumbent affiliate members who have spent a year working with the Board. \r\nAllowing the newcomers to vote opens the door a bit wider to less partisanship\r\nand new voices from the affiliates.
\r\n
\r\n<\/o:p><\/span><\/p>\r\n\r\n

\r\nPBA #5 was an earlier draft of PBA #2 and was DISAPPROVED by unanimous vote, so\r\nneed not be considered by any of the Assemblies.<\/o:p><\/span><\/p>\r\n\r\n
On Fri, Nov 7, 2008 at 12:37\r\nPM, Jack VanAken<\/span> <jackv@123mail.org<\/a>>\r\nwrote:<\/o:p><\/span><\/p>\r\n\r\n
To: All Pacifica LSB Chairs and\r\nSecretaries
\r\n
\r\nFrom: Jack VanAken<\/span>, PNB Coordinating Committee Chair
\r\n
\r\nDear LSB Chairs and Secretaries,
\r\n
\r\nPlease take note that the attached five proposed Amendments to the Pacifica\r\nBylaws must be voted on in the month of November<\/u><\/b>.
\r\n
\r\nEach LSB should convene as an Assembly of Delegates this month and vote each of\r\nthe five amendments up or down by a majority of all Delegates per signal area,\r\nwhich means a minimum of thirteen (13) "yes" votes for approval,\r\nregardless of how many members are present and voting. For example, if there\r\nare only 18 Delegates present it will still require at least 13 "yes"\r\nvotes for an amendment to be approved.
\r\n
\r\nAny efforts to "amend the amendments" should be discouraged in the\r\nstrongest terms! The PNB and each of the five stations' Delegates need to vote\r\non the identical text, as that is the only way to ensure that each amendment\r\nhas a chance of approval. To be approved, a Bylaws amendment requires approval\r\nby both the PNB and three of the five signal areas' Delegates.
\r\n
\r\nAttached find the text of each of the five proposed Bylaws Amendments,\r\nincluding a brief synopsis [in brackets] of the intended effect of each\r\namendment.
\r\n
\r\nIf you have any questions about how to proceed, do not hesitate to contact me\r\nat xxx-xxx-xxxx<\/span>.
\r\n
\r\nThank you for your participation,<\/span>
\r\nJack VanAken<\/span>, PNB\r\nCoordinating Committee Chair<\/span><\/o:p><\/span><\/p>\r\n\r\n
<\/o:p><\/span><\/p>\r\n\r\n
<\/o:p><\/p>\r\n\r\n<\/div>\r\n","author":"Leslie","parent_id":221843,"mime_type":"text\/html","created":"2008-11-12 05:41:07","modified":"2008-11-12 05:41:07","fileurl":""},{"id":222070,"heading":"KPFK forced to collateralize the Foundation","article":"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.\r\n\r\nTonight's meeting is, of course, open to all listeners who are concerned about the security of KPFK.\r\n\r\n--Leslie Radford\r\n\r\n______________________\r\n\r\nSubj: DRAFT PROPOSAL for a response to hijacking KPFK\r\n\r\n\r\nTo: Lonnie Hicks, Pacifica CFO\r\nTo: Sherry Gendleman, Chair, and the Pacifica National Board\r\nTo: The Local Station Boards of KPFA, KPFT, WBAI, and WPFW\r\n\r\nThe 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.\r\n\r\nThe 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.\r\n\r\nOur 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.\r\n\r\nIf 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\r\ninterest. 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.\r\n\r\nFurther, 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.\r\n\r\nWe 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\r\nof local listener-subscribers.\r\n\r\nWhat 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.\r\n\r\nSincerely,\r\n\r\n","author":"Leslie","parent_id":221843,"mime_type":"text\/plain","created":"2008-11-13 19:04:06","modified":"2008-11-13 19:04:06","fileurl":""},{"id":222090,"heading":"Why haven't KPFK listeners been able to learn about this before?","article":"The need for listener web forums becomes more apparent every day.\r\n\r\nThe proposal to mortgage the KPFK building did not arise overnight.\r\n\r\nSomething has been obviously going on that causes Pacifica to need the money. But what? \r\n\r\nHow does this reconcile with Lila Garrett's and Ian McMaster's claims about how well off the system is now?\r\n\r\nI knew that when Lila talked about how well off things were, problems were coming. \r\n\r\nAnd how does Pacifica propose to pay off the mortgage.\r\n\r\nIf 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.\r\n\r\nLafferty'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.\r\n\r\nThe time has come for the Local Station Board to instruct management to turn the forums back on.\r\n\r\n","author":"susan2","parent_id":221843,"mime_type":"text\/plain","created":"2008-11-14 10:22:32","modified":"2008-11-14 10:22:32","fileurl":""},{"id":222109,"heading":"KPFK slipping slippling into the past, not the "future" song","article":"No BAIL OUTS TO PACIFICA, or banks, or other financially deficiently run corps or instutitions !!!!\r\n","author":"sidestepper","parent_id":221843,"mime_type":"text\/plain","created":"2008-11-15 00:09:04","modified":"2008-11-15 00:09:04","fileurl":""}]}