Responses to the lawyer's current bylaws draft
Below are responses and resolutions from the KPFA LAB
Last night the KPFA LAB met to discuss the bylaws draft from attorney Kevin Finck. The LAB was very upset by the changes to many portions of the bylaws that the iPNB and at least 3 LABs had previously agreed to in our straw polls (such as the size and composition of the local and national boards), and the addition of non-essential changes to the bylaws such as members' proxy voting, adding a president, etc., etc. I explained that the lawyer would be instructed to restore the bylaws to what had previously been agreed-upon, for the most part, except as to matters that are legal requirements (if any).
However, a major issue for the KPFA LAB is our commitment to diversity -- and the requirement that 50% of the boards be women & 50% be people of color. I explained the legal opinion to the LAB, however, the LAB is not satisfied with the opinion of one attorney on this crucial matter.
The KPFA LAB passed the following resolution:
The KPFA LAB requests the iPNB to obtain the opinion of a prominent civil rights lawyer, familiar with both California and federal law, concerning the legality of putting diversity minimum requirements in our bylaws. We ask for a written opinion discussing the issues raised by Kevin Finck opinion, the potential consequences to Pacifica if we put such requirements into the bylaws ... and also an opinion as to the strongest possible diversity language we can put into the bylaws if the 50% requirements are not permissible.
The KPFA LAB also passed a resolution asking me to convey to the iPNB that the LAB will not ratify the final bylaws if the local boards do not have the power delegated to them to hire, supervise, and fire the station GM. Such power can be in consultation with the Executive Director, but if the ED disagrees with the Local Board, then the matter must be decided by the national board.
Ted Friedman - kpfA LAB - repost
Tuesday, January 21, 2003 - 05:02 EST
The KPFA Local Station Board met this past evening to review Attorney Kevin Finck's version of the bylaws, given in http://www.wbai.net/bylaws_revise/br_draft_and_letter1-17-03.html
LSB members and listeners in attendance alike were badly distressed that the attorney had removed all diversity requirements. In his letter to the iPNB, he wrote, "it is our opinion that affirmative action quotas and set-asides that favor people of color and women, even in the non-profit context, will likely be considered illegal."
Much of the meeting was devoted to this matter and several motions were voted. Here are my unofficial transcriptions - the official version will appear in the minutes of the meeting.
* The KPFA LAB requests the iPNB to seek the opinion of a prominent civil rights attorney to get the strongest diversity requirements into the bylaws. (Passed)
* That a national panel of prominent civil rights attorneys be convened to discuss the diversity issues in the bylaws and that the discussion should be broadcast live on all five stations. (Passed)
* The duties of the local station board shall be to hire, oversee and fire the station manager with the approval of the PNB. (Passed unanimously)
* That the ED be a non-voting ex officio member of the PNB and that each station's GM be a non-voting ex officio member of the LSB. (Passed)
We reviewed other changes that the attorney made to the drafts that the LSBs had voted for in their straw polls. Carol Spooner said she does not believe there was a sound legal reason for most of those changes and that the original versions would be restored in the bylaws. We did not vote on those points.
~ Ted Friedman
Here are a couple more unofficial notes from the KPFA LSB meeting on January 20.
We reviewed Finck's draft bylaws and informally agreed that Section 9 in the second Article Six needs to be changed as follows. (Note, there are two Article 6's in Finck's draft.)
SECTION 9. ACCESSIBILITY Reasonable efforts will be made to hold all public Board meetings in spaces fully accessible as defined in the Americans with Disability Act and any other applicable state and federal laws. Properly closed sessions may be held otherwise unless this would preclude access for any individual entitled to attend.
SECTION 9. ACCESSIBILITY All public Board meetings must be held in spaces fully accessible as defined in the Americans with Disability Act and any other applicable state and federal laws. Properly closed sessions may be held otherwise unless this would preclude access for any individual entitled to attend.
This change however was not voted on.
Also, I believe we passed a motion objecting to the process that allowed us only a few days to review and comment on the draft. I don't have the language of that motion.
~ Ted Friedman
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