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New arrangement for upcoming bylaws mediation
8-6-03


Letter to iPNB chair from 3 iPNB members below

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Date: Wed, 06 Aug 2003
From: Leslie Cagan

MEMO TO: Members of the Interim Pacifica National Board and LAB Chairs
cc: Dan Coughlin and Valerie Van Isler

FROM: Leslie Cagan, chair of IPNB

DATE: Tuesday, August 5, 2003

PLANS FOR SPECIAL SESSION ON BYLAWS, AUGUST 16 -17, 2003

As we all know, there have been a range of reactions to my decision to convene a special session of the IPNB and LAB chairs to focus on where we are stuck in the process of adopting new bylaws for the Pacifica Foundation. I have read your emails and talked to some of you and believe it is critically important that we continue to move our discussion forward. The special session I am convening in Chicago on August 16 and 17 will take place.

I agree that we need to broaden participation in this discussion to include greater representation from the five LABs. It is clear that no one person can thoroughly represent the range of views of the LABs, and the LABs are an essential part of the process of adopting new bylaws. Therefore, in addition to the five LAB chairs I also am inviting each of the LABs to select up to 2 more people to be a part of this discussion.

Let me be clear: the point of adding these people is to make sure that the range of views on each LAB is included. The selection of these additional people should not be a popularity contest and it should not be based on who can get the most votes. Rather, the people selected should be able to articulate the range of opinions on their LABs and should be able to return to their LABs after the Chicago gathering to fully share what happens there. I am not going to tell the LABs how to select these two people...that's something each LAB will have to decide. But the decision about who to send needs to be made quickly.

Adding ten more people to the Chicago discussions will add significant expense to this meeting, and this will be a burden on already over stretched Foundation resources. If the LABs can each raise money to help cover travel expenses, that would be terrific, but it is not a requirement.

I also want to be very clear about what will happen in this session. First and foremost, this session will NOT make final decisions about the bylaws. The goal of this discussion is to work on finding a proposed resolution to the controversy that has made it impossible to adopt bylaws: more specifically, how we address diversity issues in the new bylaws. Even if there is complete agreement amongst the people at this session there will have to be discussion and a vote by the IPNB members at a duly constituted open meeting of the IPNB, and the LABs will all have to vote on those sections of the bylaws relevant to the number and manner of election of directors (as mandated by the Settlement Agreement). Again, the Chicago gathering will NOT make a final decision about the bylaws.

Second, this session will NOT be an opportunity to address other bylaws issues, nor to have a more theoretical conversation about the role and nature of bylaws. For 16 months there has been discussion in all five listening areas and within the IPNB and while there are certainly a range of opinions on several issues, it is clear that the single largest obstacle to adoption of new bylaws is the lack of agreement on how to address our commitment to diversity. This is what our discussions in Chicago will focus on.

Third, this is not a regular meeting of the IPNB. Instead, we will be working with professional facilitators who will help us discuss the complex issues and the range of ideas we have. They will help us listen to one another and help us explore ways we can compromise. Their ability to work successfully with us in part will be determined by our willingness to move away from the positions we presently hold. In other words, compromise will only be found if everyone is able to give a little.

I am still in discussions with several professional facilitators and people with mediation skills. In the next day or two I will be able to let you all know the names of the people who will be working with us in Chicago.

Valerie Van Isler on our national staff is helping with the logistics of this gathering. If you have not done so yet, please make sure she knows if you will be joining us in Chicago, and the details of your travel plans. Valerie can be reached by phone at 646-279-5598 or by email at vanisler@a... She is in touch with the hotel we will be staying at and needs to make sure the rooms and meals are all set. If you have not made your travel plans yet, please either contact Pacifica's travel agent (Becky Leong at 248-852-2000) or make your own arrangements. In either event, be sure to fly into O'Hare Airport, not Mid-Way. (By the way, if the additional LAB representatives are going to use our travel agent you need to give their names to Valerie so she can pass them along to Becky.)

Having said all of this I want to take this opportunity to apologize for not being able to respond to the email from Jabari, Ray and Janice sooner. I know you sent that email last Friday, but I was traveling that day and then tied up in meetings all weekend, not returning to NYC until Monday afternoon and then inundated with work. I hope the comments above address some of the concerns you raised in that memo, and I also want to address a few of the other things you said.

1) As the elected chair of the IPNB I believe I do have the authority to convene a session such as this one in Chicago.

2) I have checked with our lawyer and since this session will not be a decision making meeting it will not be in violation of any of the open meeting regulations which we must be responsive to.

3) I do not believe that a facilitated session of the IPNB and representatives of the LABs violates the commitment to transparency and accountability in Pacifica. Rather, if we all go into the session open to compromise this gathering will help move the Foundation closer to adoption of bylaws, and that will be the most important step in establishing a governance structure that is transparent and accountable.

4) Yes, usually in a mediation process a mediator is chosen who is mutually acceptable to the parties in dispute. But this will not be that sort of session...and I'm sorry if my previous memos where not clear on this point. This will be a facilitated discussion led by professionals who will hopefully help us find common ground.

Earlier today Jabari sent a memo "requesting we as a Board have a conference call meeting between now and Monday, Aug. 11, to discuss a framework for dealing with the bylaws in a realistically productive way." In his memo Jabari says the purpose and plan for the Chicago session had not yet been explained. I'm sorry if my original memo on July 26th was not clear enough and I certainly hope that this memo explains the purpose of coming together in Chicago. I am willing to convene a conference call sometime before this coming Monday but it would be helpful to hear from other members of the IPNB if you would like this to happen.

Finally, I very much hope that everyone who attends the session in Chicago will come open to the work we all will need to do that weekend: the work of listening, the work of compromising, the work of putting the needs of the Foundation at the center of our deliberations. If we all do that I am confident we will make significant progress.

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Letter to iPNB chair from 3 iPNB members regarding bylaws mediation

Dear Leslie,
We agree with you that mediation towards compromise is essential to reach closure on a new set of bylaws as soon as possible. However, we reject the methods you have chosen to accomplish this, and the unilateral way you have determined this, without consulting the iPNB.

Specifically:

First, as outlined in the attached letter by Margalo Ashley-Farrand, an attorney who is a member of the KPFK Bylaws Revision Subcommittee, the settlement agreemtn provides that all iPNB decisions must be made by either a balanced majority or two-thirds. The chair is not authorized to single-handedly cancel an earlier decision by the ipNB about the date and location of an iPNB meeting.

Second, we believe that your decision to exclude the public from the mediation session violates the spirit, if not the letter, of CPB regulations requiring open meetings by governing boards and committees of grantees. More importantly, it runs contrary to everything we have all jointly fought for in the past few years to insure transparency and accountability in Pacifica's governance. The issues to be negotiated go to the very core of this organization's principles and policies.

Third, we strongly believe that any successful mediation must, in order to bring about an agreement satisfying the parties, be open to the issues that the contending parties believe are critical. Issues of democracy, as well as affirmative action, have been an important part of the bylaws debate. The agenda cannot be predetermined as limited to only one issue, without the consent of the participants. Otherwise, we run the risk of negotiating and submitting a draft which will once again be rejected by the LABs.

Fourth, given the range of opinions on various LABs, it is important to have three representatives elected by each LAB, and that each representative agree to represent the majority votes of their LAB, and to consult with their LABs at key decision-making junctures in the mediation process.

Fifth, mediation is traditionally based on choosing a mediator mutually acceptable to the parties. It is not appropriate for an adherent of one position to choose the mediator without consulting the other parties. There are several professional, progressive mediators known to members of various LABs who may be available.

Therefore, we call on you to reverse your cancellation of the iPNB meeting and arrange the mediation along the following lines:

1. The iPNB meeting previously agreed upon by the Board for Aug.15-17 in New York City goes forward as planned, but with its agenda shifted to include significant time for mediation about the bylaws,and all decisions about the times, format and participants of the mediation subject to an iPNB vote at the beginning of the weekend.
2. Each LAB is invited to elect, by majority vote, three representatives to participate in the mediation, all of whom must agree to represent any positions taken by a majority of their LAB, and during the mediation, to consult with and abide by any further instructions from a majority or elected negotiating group of their LAB.
3. No later than 3 days before the mediation, all parties (i.e. each LAB by majority vote and each iPNB member) will be invited to submit a list of no more than 3 fundamental bylaws issues concerning affirmative action and democratic participation to be included in the mediation. This list then becomes the agenda of the mediation.
4. The mediation session should be punctuated by breaks at key decision-making moments to allow time for the LAB representatives to consult via phone and email with their LABs and with listeners and staff present at the meeting.
5. The public will be admitted to the entire mediation session but not allowed to speak during the proceedings, except during two separate public comment sessions, one on Friday night, the other on Saturday afternoon. Also, the entire proceedings should be webcast and offered to the five stations for possible broadcast.
6. All parties (again, each LAB by majority vote and each iPNB member) should be invited to nominate mediators (who have expressed willingness to participate) by circulating brief bios to all parties, with the mediator chosen by majority in an email poll of all parties.

Please let us know as soon as possible how you intend to move forward on this.

Sincerely, Ray Laforest [WBAI area]
Janice K. Bryant [WBAI area]
Jabari Zakiya [WPFW area]



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