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Diversity language committee proposed bylaws language [to be inserted into draft A] Overview: • Utilizes Single Transferable Voting method, a form of proportional representation elections designed to achieve diverse governing boards. • Empowered local Committees of Inclusion (COI) have authority to delay Local Station Board (LSB) elections for up to 2 two week periods pending the committee's approval of the candidate pool in accordance to their interpretation of unspecified local population demographics. • Local COI also authorized to add up to 5 unelected seats to the Local Station Board if the committee determines that the election has not produced an adequately diverse LSB in accordance to their interpretation of unspecified local population demographics. • National COI has the power to order 5 seats to be added to the National Board if the committee determines that the National board election has not produced an adequately diverse board in accordance to their interpretation of unspecified demographics of the combined signal areas of Pacifica-owned radio stations • Treats people differently based on race, gender, ethnicity, or other characteristics opening Pacifica up to lawsuits and loss of funding.	Draft B: Relevant language Overview: • Utilizes Single Transferable Voting method, a form of proportional representation elections designed to achieve diverse governing boards. • Establishes local and national Committees of Inclusion to "...monitor both station programming and staffing in consultation with the LSBs. They will also monitor the diversity of election candidates and work with the LSBs' appropriate committees to improve the diversity of election candidates at the local and national level..." • Legal, practical, and democratic
Diversity language committee proposed bylaws language	Draft B
[this section same as draft B]	ARTICLE ONE IDENTITY AND PURPOSE ... SECTION 4. COMMITMENT TO DIVERSITY The Foundation is committed to diversity and inclusion of people of all nations, races, ethnicities, creeds, colors, classes, genders, sexual orientations, ages and people with disabilities in its programming, staff, management, committees and governance.
ARTICLE THREE MEMBERS OF THE FOUNDATION ... SECTION 10. RECORD DATE The record date for purposes of determining the Members entitled to receive notice of any meeting, entitled to vote by written ballot or entitled to exercise any other lawful membership action, shall be forty-five (45) days before the date of the special meeting, 45 days before the day on which the first written ballot is distributed, or made available, to the Members, or 45 days before the taking of any other action, as applicable. However, for the 2003 elections for Local Station Boards, the record date for the same purpose shall be thirty (30) days before the date on which the first written ballot is distributed, or made available, to the members.	ARTICLE THREE MEMBERS OF THE FOUNDATION ... SECTION 10. RECORD DATE The record date for purposes of determining the Members entitled to receive notice of any meeting, entitled to vote by written ballot or entitled to exercise any other lawful membership action, shall be forty-five (45) days before the date of the special meeting, 45 days before the day on which the first written ballot is distributed, or made available, to the Members, or 45 days before the taking of any other action, as applicable.
ARTICLE FOUR [DELEGATES (Local Station Board members) ] ... SECTION 5. DIVERSITY OF DELEGATE NOMINEE POOLS Prior to the opening of nominations for Delegates in any election year (prior to July 25th), the local Committee of Inclusion ("COI") (described in Section 4 of Article 8 of these Bylaws) shall establish diversity goals for the Delegate candidate pools for that station for both Listener Sponsor Delegates and Staff Delegates so that the delegate candidate pool composition shall be demographically consistent with that of the local station signal area, such that it remedies the exclusion of historically underrepresented groups and other groups currently discriminated against. The number of candidates from underrepresented groups and other groups currently discriminated against shall not fall below a set minimal percentage of the goals established for the inclusion of those groups in the candidate pool, as set forth in this paragraph. At the close of the nomination period on September 25th, the local COI shall within three days evaluate the pool of candidates to determine whether the diversity goals have been met. If the local COI determines that the diversity goals for the candidate pool(s) have not been met, the nomination period shall be extended for two weeks until October 9th; and if the diversity goals have still not been met the nomination period shall be extended for a second two weeks until October 23rd ; provided, however, that the local COI must notify the local Elections Supervisor of any extension not later than three days after the close of nominations or any extension thereof and if the local Elections Supervisor is not timely notified there shall be no extension (i.e., not later than September 28 th for a first extension, and not later than October 12th for a second extension, if any). The latest date for close of nominations -- after two extensions -- shall be October 23rd. During any extension of the nominations period, the local COI and other appropriate local committees will be expected to conduct additional outreach efforts to underrepresented groups to enhance the diversity of the pool of candidates. If after two consecutive extensions, the diversity goals have not been met, the election of Delegates shall go forward regardless of the composition of the candidate pools. Demographics shall be ascertained from governmental, academic and community sources, such as the U.S. Census Bureau, local government, local universities and organizations.
[SECTION 6. ELECTION OF DELEGATES] [same as draft B, section 5]	SECTION 5. ELECTION OF DELEGATES All elections for Delegates shall be by written ballot, provided, however, that the elections supervisor shall also have the option of providing a secure electronic means of voting via the internet. Members shall only have the right to vote for Delegates for the Foundation radio station with which the Member is affiliated. Members shall vote in classes: Listener-Sponsor Members shall elect 18 Delegates for each radio station and Staff Members shall elect 6 Delegates for each radio station, for a total of twenty-four (24) Delegates for each Foundation radio station. Elections of Delegates shall be staggered over a 3-year period with elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the first year, elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the second year and no elections in the third year. The ballots shall be counted by the Single Transferable Voting method. All ballots related to the election, and the removal, of any and all Delegates shall be filed with the Foundation Secretary and maintained with the corporate records for a period of three (3) years.
SECTION 7. SELECTION OF ADDITIONAL DELEGATES FOR DIVERSITY After the election of Delegates in any given election year, the local COI shall evaluate the composition of the Local Station Board (including all the recently elected Delegates elected by the Listener-Sponsor Members and Staff Members) to determine whether the LSB, as constituted, meets that COI's previously-set diversity goals for Delegate candidate pools. Within one week of the close of the election, the Local COI shall issue a written report reflecting its finding. This report shall be issued publicly, it shall be provided to the Chair of the LSB and the Foundation, as well as being posted at the applicable station and on its website. In the event the Local COI finds the Local Station Board as constituted does not meet the COI's diversity goals for the local station signal area, then it may seat up to five additional candidates onto the LSB. Said additionally seated candidates shall be those unelected candidates who gained the highest number of votes in each category defined by the relevant COI as requiring additional representation after the election in order to meet the diversity goals. Such additionally seated candidates shall be automatically designated, without discretion by the COI, in the following sequence: First, those in categories with no current or just-elected Delegates, and second, those in categories with one or more Delegates but not enough to fulfill the relevant goal, starting with those categories which fall furthest short. In the event that there are more categories with no Delegates than there are available seats, the added seats shall be designated to the highest vote-getters until the seats run out. In the event that there are more categories with inadequate numbers of Delegates than there are available seats, the added seats shall be designated to the highest vote-getters until the seats run out. There shall be no more than five such added seats on the LSB at any one time, consistent with Section 2 of Article 7. In order to roughly maintain the 1/4 ratio of Staff Delegates to Listener-Sponsor Delegates, the first two Delegates selected, if any, shall be drawn from the Listener-Sponsor candidates, the third Delegate selected, if any, shall be drawn from the Staff candidates, and the fourth and fifth Delegates selected, if any, shall drawn be from the Listener-Sponsor candidates. No person shall be named to an added delegate seat who does not receive at least 10% of the number of minimum votes required to be directly elected in the same election. In the event that there are no eligible candidates remaining in the appropriate pool who are needed to meet the COI's diversity goals, then no further appointments shall be made.
SECTION 10. TRANSITION ELECTION OF DELEGATES Following the adoption of these Bylaws, and consistent with that Settlement Agreement dated December 12, 2001, there shall be an election for all Delegates for each radio station area. The interim Board of Directors, by resolution, shall establish a nomination and election time frame for said elections, which time frame may be shorter and on dates other than those set forth in Section 4 of this Article of these Bylaws. For purposes of this transition election, only, local Committees of Inclusion shall be established consisting of one Director, three of the current Local Advisory Board Members from each radio station who shall, by Single Transferable Voting method, choose a minimum of three and a maximum of eleven additional Local COI members. These local Committees of Inclusion shall have four weeks after the opening of nominations to set diversity goals for the candidate pools for Delegate elections for their respective station areas. To avoid actual or potential conflicts of interest, no member of a local Committee of Inclusion may run for election as a Delegate (except that if all the current interim Directors from a station area intend to run for election, then one of them who shall be chosen by lot shall serve on the local Committee of Inclusion for his/her station area, and if there are not three LAB members who do not intend to run for election, then three LAB members shall be chosen by lot to serve on the local Committee of Inclusion). For purposes of this transition election, only, on each LSB, the 3 staff delegates and 9 listener-sponsor delegates receiving the highest number of winning votes shall serve until said LSB's December 2004 meeting to seat new delegates, unless re-elected or sooner removed pursuant to these bylaws. Beginning with the 2004 election for delegates, said delegate elections shall thereafter proceed in accordance with the remainder of the non-transitional election provisions herein.	SECTION 8. TRANSITION ELECTION Following the adoption of these Bylaws, and consistent with that Settlement Agreement dated December 12, 2001, there shall be an election for all Delegates for each radio station area. The interim Board of Directors, by resolution, shall establish a nomination and election time frame for said elections, which time frame may be shorter and on dates other than those set forth in Section 4 of this Article of these Bylaws. For this transition election only, the 3 Staff Delegates and 9 Listener-Sponsor Delegates for each radio station highest ranked in this first election shall serve for a term expiring December 2005, and the next highest ranked 3 Staff Delegates and 9 Listener-Sponsor Delegates shall serve for a term expiring in December 2004. Beginning with the 2004 election of Delegates, Delegate elections shall thereafter proceed in accordance with the remainder of the provisions of this Article of these Bylaws.
SECTION 11. DELEGATES' TERMS OF OFFICE; TERM LIMITS A Delegate's term of office, shall be three (3) years, beginning in December. A Delegate may serve a maximum of two consecutive 3-year terms. A Delegate shall not be eligible for further service as a Delegate until one year has elapsed after the termination of the Delegate's second consecutive three-year term.	SECTION 9. DELEGATES' TERMS OF OFFICE; TERM LIMITS A Delegate's term of office, shall be three (3) years, beginning in December. A Delegate may serve a maximum of two consecutive 3-year terms, and in no event more than six (6) consecutive years. A Delegate shall not be eligible for further service as a Delegate until one year has elapsed after the termination of the Delegate's second consecutive three-year term.
ARTICLE FIVE BOARD OF DIRECTORS OF THE FOUNDATION SECTION 1 F. The PNB shall work with the Committees of Inclusion to develop and implement anti-racism and anti-sexism training for Pacifica management, staff, programmers, boards and committees.
[this section same as draft B]	SECTION 3. NOMINATION AND ELECTION OF STATION REPRESENTATIVE DIRECTORS . . . B. ELECTION The Delegates for each radio station shall meet annually in late December or early January to elect four Directors to represent that radio station on the Board. The Delegates of both classes of Members, voting together, shall elect three Listener-Sponsor Directors using the Single Transferable Voting method, and shall elect one Staff Director using the Instant Runoff Voting method, to represent that radio station on the Board. The Staff Director must be a Staff Delegate. The Listener-Sponsor Directors must be Listener-Sponsor Delegates.
D. DIVERSITY; ADDITIONAL STATION REPRESENTATIVE DIRECTORS After the election of Station Representative Directors in any given election year, the National COI shall evaluate the composition of the Board of Directors (Board) to determine whether the Board, as constituted, meets that Committee's national diversity goals based on the demographics of the combined signal areas of Pacifica-owned radio stations, using the same methods set forth in Article 4, Section 5. Within one week of the close of the election, the National COI shall issue a written report reflecting its findings. This report shall be issued publicly, it shall be provided to the Chair of each LSB and the Foundation, as well as being posted at the applicable station and on their websites. In the event the National COI finds the Board as constituted has not met the diversity goals as described above, then it shall invoke in its report the requirement that the Board Secretary must notify the Chairs of the five Local Station boards to immediately convene their respective radio station delegates "prior to the January Board meeting" to nominate and elect by the instant runoff voting method a fifth director from among each radio station's delegates, in order to implement the National COI's diversity goals. Any such additional Station Representative directors may be either Listener-Sponsor Delegates or Staff Delegates. The second order of business at the Board of Directors meeting in January shall be to adopt a resolution adding five (5) Directors to the Board for a period of one year and then to seat those additional five Station Representative Directors for terms that shall expire the following January.
SECTION 6. TRANSITION ELECTION Following the adoption of these Bylaws, and within the time frame established by the interim Board, and following the transition election of Delegates pursuant to Section 10 of Article 4 of these Bylaws, the Delegates from each station area shall meet and elect four (4) Directors -three (3) of whom shall be Listener-Sponsor Directors elected by Single Transferable voting, and one (1) of whom shall be a Staff Director elected by Instant Runoff Voting. For the purposes of this election and contrary to the provisions of Section 3(A) of this Article, one year's previous service as a Delegate LSB shall not be an eligibility requirement. The term of these Station Representative Directors shall expire upon the election and seating of their successors in January 2005. In the event that those twenty (20) Directors, taken as a whole, are deemed by the National COI not to meet its national diversity goals based on the demographics of the combined signal areas of Pacifica-owned radio stations, using the same methods set forth in Article 4, Section 5, then the provisions of Section 3.D, above, shall apply, except that the additional five Directors shall be immediately elected by the radio station Delegates and seated at the first meeting of the newly elected Board and a resolution of the new Board expanding the number of Station Representative Directors to twenty-five (25) until January 2005 shall be adopted by the new Board at its first meeting. In addition, nominations for the two (2) Affiliate Directors shall be opened.	SECTION 6. TRANSITION ELECTION Following the adoption of these Bylaws, and within the time frame established by the interim Board, and following the transition election of Delegates pursuant to Section 8 of Article 4 of these Bylaws, the Delegates from each station area shall meet and elect four (4) Directors - three (3) of whom shall be Listener-Sponsor Directors elected by Single Transferable voting, and one (1) of whom shall be a Staff Director elected by Instant Runoff Voting. For the purposes of this election only, and contrary to the provisions of Section 3(A) of this Article, one year's previous service as a Delegate shall not be an eligibility requirement. The term of these Station Representative Directors shall expire upon the election and seating of their successors in January 2005. In addition, nominations for the two (2) Affiliate Directors shall be opened.
[this section same as draft B]	ARTICLE SEVEN LOCAL STATION BOARDS SECTION 1. LOCAL STATION BOARDS There shall be a standing committee of the Board of Directors for each Foundation radio station which shall be known as the Local Station Board ("LSB"). The powers, duties and responsibilities of the LSBs shall be those set forth in these Bylaws and such other powers, duties and responsibilities as the Board of Directors may from time to time delegate to them. SECTION 2. COMPOSITION OF THE LOCAL STATION BOARDS Each LSB shall consist of the 24 Delegates elected by the Members for that radio station - 18 Listener-Sponsor Delegates and 6 Staff Delegates. (Four of the Delegates for each radio station shall also concurrently serve as Directors of the Foundation, as set provided in Section 3 of Article 5 of the Bylaws.) ...
ARTICLE EIGHT OTHER COMMITTEES OF THE BOARD OF DIRECTORS SECTION 4. COMMITTEES OF INCLUSION The Foundation shall require diversity throughout its institutional structures. For the purpose of developing and monitoring diversity, there shall be established a standing committee of the Board called the "National Committee of Inclusion" ("COI"). The National COI shall have five local subcommittees known as "Local Committees of Inclusion". The local COIs shall each consist one Director and three LSB members who shall be elected in January each year by their respective LSBs using the single transferable voting method. Those four shall choose at least three and not more than eleven additional local COI members each year who have affirmed their support for the foundation's mission. The National COI shall be made up of the Directors from each Local COI and two additional Local COI members elected by the Local COI using the Single Transferable Voting method. In electing local and National COI members, the LSBs and Local COIs, respectively, shall apply demographic data as set forth in Article 4, Section 5, with the goal of the fullest inclusion of members of societally under represented and disenfranchised groups. To avoid actual or potential conflicts of interest, no member of a COI may run for election as a local station Delegate while serving on the local COI, and s/he must resign from the COI immediately should s/he commence gathering nomination signatures for his/her candidacy as a Delegate. Any and all actions of the National Committee of Inclusion or any of its local subcommittees may be overridden by the Board of Directors if it deems it appropriate or necessary. The National COI shall: (a) monitor the diversity of the national staff and the Board of Directors and its committees and make recommendations for improvements, (b) set and implement diversity goals for the Board of Directors as set forth in Article 5, Sections 3 and 6, (c) monitor the diversity goals throughout all Pacifica network stations, and (d) communicate closely with the Local COIs regarding their progress toward their diversity goals. Local COIs shall monitor inclusion of under-represented communities in their station programming, volunteer staff, and paid staff. They will also monitor Delegate election candidates and will work with the appropriate local LSB committees to improve the diversity of Delegate election candidates. Local COIs shall help establish, [and]monitor and implement diversity goals in consultation with station management and volunteer committees. These diversity goals will be published and maintained in each respective signal area. Communities deemed to be under-represented by the local COIs will be identified and the extent of their under-representation shall be communicated to the Board, the respective LSBs and LSB committees, and station management. Station management and the LSB committees shall take all steps reasonably necessary to achieve inclusion of these communities in their future decisions about staffing, programming, committee membership, and Delegate candidate outreach and recruitment. Local station management and LSB committees shall report quarterly to the local COIs, the National COI, and the LSBs on the status of diversity goals within their respective signal areas. The National COI shall query and monitor signal areas with identified under-represented communities about their plans for addressing these communities. Where necessary and with due notice, the Board may suggest or direct managers and committees to implement specific measures to attain the applicable diversity. The Board and National COI will assist and encourage station managers and committees in finding new ways to improve recruitment efforts in their respective signal areas in an effort to achieve diversity goals. All Committees of Inclusion shall operate in adherence to the Foundation Bylaws and policies. The National Committee of Inclusion shall develop a written document for approval by the Board of Directors which shall be called "Committees of Inclusion Operational Guidelines" that describes the committees' charge and policies regarding implementation of that charge.	ARTICLE EIGHT OTHER COMMITTEES OF THE BOARD OF DIRECTORS SECTION 4. COMMITTEES OF INCLUSION In addition, there shall be established, in each of the Foundation's radio station areas, standing committees of the Board to monitor the under-representation of communities in their respective radio station areas. These "Committees of Inclusion" shall include one Director and three LSB members from each radio station area who shall be elected by their respective LSBs, and such additional committees as those four shall choose by majority vote. The Committees of Inclusion will monitor both station programming and staffing in consultation with the LSBs. They will also monitor the diversity of election candidates and work with the LSBs' appropriate committees to improve the diversity of election candidates at the local and national level. These Committees of Inclusion shall monitor diversity participation in consultation with the general manager, local committees and the Board, the status of which will be published and maintained in each respective radio station area. Communities deemed to be under-represented by the Committees of Inclusion will be identified and the extent of their under-representation shall be communicated to the Board, the respective LSBs and any local outreach committees. Station managers and appropriate LSB committees will be expected to consider these communities in their future decisions about staffing, programming, and candidate outreach, subject to any applicable state and federal laws and regulations. All station managers and Committees of Inclusion will report to the Board and their respective LSBs quarterly on the status of diversity within their radio station areas. The Board shall query and monitor radio station areas with identified under-represented communities and any plans for addressing these under-represented communities' increased participation. Where necessary with due notice, the Board will suggest and/or direct managers and committees to implement specific measures to improve the status of under-represented communities in their respective radio station areas. The Board will assist and encourage station managers and Committees of Inclusion in finding new ways to improve recruitment efforts in their respective radio station areas.

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• Diversity bylaw committee documents