Court transcript of hearing on motions regarding Pacifica bylaws revision and the settlement agreement
7-8-03 Hearing document index
6-19-03 bylaws drafts
Date: Fri, 11 Jul 2003 15:55:16 -0700
Transcript prepared by the Court Reporter of the Court's Orders
I hope this is of assistance.
Thank you, Teri F. Rosette, CSR
THE COURT: The matters having been submitted, the
Court will make the following -- well, as a preliminary
matter, I'll make the following observations. I do think that
the interim board should be applauded for making considerable
progress in the execution of the Settlement Agreement and
addressing a number of very serious and complex issues which
faced the Pacifica Foundation at the time of the settlement of
I also think that it is a remarkable endeavor that's
worthy of praise, I think, to try and address the issues of
diversity, inclusion and nondiscrimination as has been
undertaken by the Pacifica interim board. They are the most
challenging and daunting issues facing our society and facing
the world and so it's not surprising that in that undertaking
consensus has not been obtained in its entirety. But that
should not diminish the otherwise laudatory efforts and work
in that regard.
But the larger question before the Court here today
sitting in equity is the best interest of the Pacifica
Foundation. And while we initially contemplated, I think, 15
months for the interim board to do its work, that has not been
sufficient time. It appears to the Court that there is
additional time necessary to complete the work of the interim
board. That the sooner that that work is completed, the
sooner Pacifica will be returned to independent --
independence, I should say, and return to the vigor prior to
So with those things in mind, the Court will also
make the following legal conclusions: That the vote that was
taken on June 26th in which the matter of consideration of
alternative or proposal -- I should say Draft A, Draft B and
Draft C, that vote does comply with the Settlement Agreement
and that the vote of seven for Draft B does constitute a
two-thirds majority of the 10 votes that were cast on the
issue of which alternative should be adopted as the new
bylaws, proposed new bylaws to be submitted to the LABs.
The Court has considered the points and authorities
filed by Ms. Spooner and the fact that the language on page 4
with regard to the interim board members present and voting is
the context in which that two-thirds analysis must be
considered. And the abstention of four [sic] of the voting members
present or the nonvoting or the utterance of "none" is
essentially an abstention in terms of that resolution. And
Roberts Rules of Order suggest that the seven of 10 voting
members constitutes the two-thirds majority required by the
Even if it were not so, the Court would be inclined
as a matter of equity and in light of the need to bring
resolution to these issues to find that there has been
substantial compliance with the Settlement Agreement. And so
as a second alternative, the Court would nonetheless approve
the resolution adopting Draft B as the proposal that will be
submitted to the LABs.
In light of that and in light of those legal
determinations, the Court would make the following orders:
That the secretary of the foundation, the Pacifica Foundation,
record in the minutes of the June 26th, 2003 special board
meeting that the interim Board of Directors approved Draft B,
the proposed bylaws, by two-thirds majority vote, seven out of
10 interim director members present and voting with Ferguson,
Lee and Zakiya abstaining.
Further, that the foundation secretary shall
forthwith transmit to or by e-mail Draft B of the proposed
bylaws to the chairs of the five local advisory or local area
boards. Are they local advisory boards?
MS. SPOONER: Advisory currently, Your Honor.
THE COURT: Local advisory boards who shall convene
special meetings of their respective local advisory boards not
later than July 23rd to vote on Draft B as to those portions
concerning the number and manner of the election of local and
national boards and shall transmit to the foundation secretary
the results of those votes not later than July 24th, 2003.
And further, that Draft B shall be the Pacifica
Foundation bylaws upon receipt of the required approval by
majority vote of at least three of the five local advisory
boards pursuant to paragraph 3.b of the Settlement Agreement.
Additionally, the Court will extend the authority of
the interim Pacifica National board to complete its work to
not later than January 30th, 2004 or until the seating of the
newly-elected Pacifica Foundation Board of Directors. And
that presumably will take place before January 30th of 2004.
That will be the order of the Court. And I'll
either ask Mr. Fertig -- maybe I'll ask you, Mr. Fertig, to
prepare an order consistent with what the Court has announced
MR. FERTIG: I will do so, Your Honor, in
consultation with Ms. Spooner.
THE COURT: All right. And that will conclude these
matters this morning.
Mr. Slater, I will look forward to seeing your
application for appearance or application for appearing pro
hac vice in these matters not later than this Friday, July
MR. SLATER: Yes, Your Honor. Thank you.
(Whereupon, the proceedings were adjourned.)
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