From: Carol Spooner
Date: Fri Aug 30, 2002 12:10 pm
Subject: Re: Bylaws Proposal for local/natl. power sharing
Hi All -- Based on feedback & suggestions I've been getting from various
groups & people around the country, I'm working on a "Draft B - Revised"
Bylaws. (Although I think the original Draft B was a thing of beauty and
simplicity. <grin>)
The Revised Draft B [ posted below ] will be out today or tomorrow ... It accomplishes the
goal of the original Draft B ... by requiring a collaborative process
between national and local boards & integration of national & local
decision-making. But it does so by each Local Station Board of "delegates"
(a legal term, that means they vote on behalf of the members on some issues)
electing 3 of their members to sit as Directors on national Board of
Directors -- one of whom is to be a staff member, and two of whom are
listener members ... so there would be a 15-person board of directors (with
provisions for the Board to elect up to 3 nominees from Affiliates).
Anyway, here's the wording I've come up with ...
"COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1 "LOCAL STATION BOARDS": The Directors elected by the Delegates to
represent each station area, together with the elected Delegates for that
station area, shall serve as a standing committee of the Board of Directors
for that radio station, which shall be known as the Local Station Board.
(A) Power and Authority: By resolution of the Board of Directors, the
Board of Directors may delegate to a Local Station Board any corporate
powers of the Pacifica Foundation with regard to that radio station, subject
to revocation of that delegated power at any time by the Board of Directors.
Any resolution of or policy adopted by a Local Station Board may be
overridden by majority vote of the Board of Directors. The powers delegated
to one Local Station Board need not be the same for all Local Station
Boards, and delegation of such power and authority shall be on a case by
case basis.
(B) Duties: The ongoing duties of the Local Station Boards are:
(1) to review and approve the station's annual budget prior to submission
to the Board of Directors for approval, and to make quarterly reports to the
Board of Directors of the station's budget vs. actual income and expenses;
(2) to recommend to the Executive Director the hiring of the station
General Manager. No station General Manager shall be hired or fired against
the recommendation of the Local Station Board unless the Board of Directors
approves the action by majority vote. The Local Station Board shall
annually evaluate the station General Manager's performance and provide a
written report to the Board of Directors.
(3) to recommend to the General Manager the hiring of the station Program
Director. No Program Director shall be hired or fired against the
recommendation of the Local Station Board unless the Board of Directors
approves the action by majority vote. The Local Station Board shall
annually evaluate the Program Director's performance and provide a written
report to the Board of Directors.
(4) to work with station management and staff to ensure that station
policies and procedures for making programming decisions, and for evaluating
programming, are working in a fair, collaborative and respectful manner to
provide quality programming that fulfills Pacifica's purposes and is
responsive to the diverse needs of the listeners and communities served by
the station.
(5) to report station board activities regularly, and no less frequently
than quarterly, on the air to the station listeners.
(6) to conduct at least quarterly "Town Hall" style meetings devoted to
hearing the station listeners' views, needs and concerns.
(7) to assist in the fundraising activities of the station.
(8) to form open committees to carry on the work of the Local Station
Board so that station listener-sponsor and staff members may join the
committees and assist the board to the extent appropriate, taking care to
keep confidential personnel, legal and proprietary matters.
(9) to actively reach out to under-represented communities to help the
station serve a diversity of people of all races, creeds, colors and
nations, classes, abilities, and to reach out to community organizations to
help build collaborative relations with other organizations working for
similar purposes.
(10) to perform community needs assessments, or to see to it that such
assessments are performed by a separate "Community Advisory Board", as may
be required as a condition of grants from the Corporation for Public
Broadcasting.
(C) Election of Officers. Each Local Station Board shall elect a Chair, a
Vice-Chair, a Recording Secretary, and a Treasurer, who shall be elected in
January each year for a term of one year. Each Local Station Board shall
also elect representatives to other committees of the Board of Directors, as
may be required from time to time. None of the Local Station Board officers
may concurrently serve as a Foundation Director, and if elected to the
office of Director, they shall resign their local Station Board office."
------------------------------
PACIFICA FOUNDATION
BY-LAWS
ARTICLE ONE
IDENTITY AND PURPOSE
SECTION 1. NAME: The name of this corporation is PACIFICA
FOUNDATION, and it shall be referred to in these By-Laws as "The Foundation".
SECTION 2. PURPOSES: The purposes of The Foundation are stated in Article II
of the Articles of Incorporation, as follows:
a) To establish a Foundation organized and operated exclusively for
educational purposes no part of the net earnings of which inures to the
benefit of any member of the Foundation.
(b) To establish and operate for educational purposes, in such manner
that the facilities involved shall be as nearly self-sustaining as
possible, one or more radio broadcasting stations licensed by the
Federal Communications Commission and subject in their operation
to the regulatory actions of the Commission under the
Communications Act of 1934, As Amended.
(c) In radio broadcasting operations to encourage and provide outlets
for the creative skills and energies of the community; to conduct
classes and workshops in the writing and producing of drama; to
establish awards and scholarships for creative writing; to offer
performance facilities to amateur instrumentalists, choral groups,
orchestral groups and music students; and to promote and aid other
creative activities which will serve the cultural welfare of the
community.
(d) In radio broadcasting operations to engage in any activity that
shall contribute to a lasting understanding between nations and
between the individuals of all nations, races, creeds and colors; to
gather and disseminate information on the causes of conflict between
any and all of such groups; and through any and all means compatible
with the purposes of this corporation to promote the study of political
and economic problems and of the causes of religious, philosophical
and racial antagonisms.
(e) In radio broadcasting operations to promote the full distribution of
public information; to obtain access to sources of news not commonly
brought together in the same medium; and to employ such varied
sources in the public presentation of accurate, objective,
comprehensive news on all matters vitally affecting the community.
ARTICLE TWO
OFFICES OF THE FOUNDATION
SECTION 1. PRINCIPAL OFFICE: The principal office and place of business of
The Foundation shall be located in the County of Alameda, State of California.
SECTION 2. OTHER OFFICES: The Foundation shall also have offices at such
other places within or without the State of California as the Board of Directors may
from time to time designate.
ARTICLE THREE
MEMBERS OF THE FOUNDATION
SECTION 1. DEFINED: There shall be two classes of members: (A) "Listener-
Sponsor Members", and (B) "Staff Members".
(A) "Listener-Sponsor Members" shall be any natural persons who within
each of the three preceding 12-month periods1: (1) has contributed a minimum $25
donation to any Pacifica radio station, or such minimum amount as the Board of
Directors may from time to time decide, or has volunteered a minimum of 3 hours’
work to any Pacifica radio station.
(B) "Staff Members" shall be: (1) any non-management permanent paid
employee of a Pacifica radio station, or any unpaid worker or volunteer who has
worked for any Pacifica radio station at least 15 hours in the preceding 3 months
or at least 30 hours in the preceding year.
(C) "Single Membership" Membership shall be determined by radio
station area, and each Pacifica Foundation radio station shall maintain a register of
its Listener-Sponsor Members and Staff Members. In the event that a person
qualifies for membership in more than one radio station area, he or she shall be
entitled to only one membership and shall notify the Foundation of which radio
station area s/he wishes to be a member. In the event that a person qualifies both
as a Listener-Sponsor Member and as a Staff Member, such person shall be
deemed to be a Staff Member.
(D) Waiver of Requirements. A Local Station Board may choose to waive
the gift requirement for Listener-Sponsor Membership for reasons of financial
hardship for anyone who, due to incarceration or disability, cannot volunteer
his/her time.
SECTION 2. RIGHTS:
(A) Amendment of Bylaws. Any amendment of these bylaws that
materially adversely affects the rights of the members, or any class of members,
shall require the vote of approval of the members, or affected class of members, in
order to be effective. Any amendment of the Foundation bylaws that changes the
number of Local Station Board Delegates or Foundation Directors, or the manner
of election of Delegates or Directors, shall require the vote of approval of the
members, or affected class of members, in order to be effective.
(B) Amendment of Articles of Incorporation. Any amendment to the
Foundation Articles of Incorporation altering the purposes of the Foundation shall
require the vote of approval of the Members.
(C) The Members of a radio station area shall have the right to remove
any Delegate elected by them and any Director elected by the Delegates from their
radio station area in the manner provided in Section 5222 of the California
Corporations Code.
(D) The Members of the Foundation shall have the right to approve or
reject the acquisition or disposition of major Foundation assets, for example real
property or radio licenses.
(E) Nomination of Delegates.
(1) Nominations for the office of local station Delegate shall open on
September 1st of each year and close on November 1st
2. Nomination papers shall
be delivered to an independent and neutral elections coordinator, who shall not
hold any elective Foundation office and who shall not be an employee of the
Foundation, who shall be chosen by each Local Station Board, by majority vote, to
oversee and certify the fairness of the elections and conformity with these bylaws.
Nomination papers shall consist of the required number of signatures on a form to
be provided by the election coordinator, a statement of whether the candidate is
running for election as a Listener-Sponsor Member or a Staff Member, and a
statement up to 500 words in length by the candidate which shall be mailed to the
voting members. The names of up to ten (10) nominators may be listed at the end
of a candidate’s statement. The candidate shall also indicate his/her gender, and
racial or ethnic heritage, i.e., European, African, Latin American, Native
American, Asian, Pacific Islander, Arab, or declines to state.
(2) Any eligible Listener-Sponsor Member may be nominated for the
office of Delegate by the signatures of ten (10) Listener-Sponsor Members in good
standing.
(3) Any eligible Staff Member may be nominated for the office of
Delegate by the signatures of five (5) Staff Members in good standing.
(D) Election of Delegates.
(1) The Listener-Sponsor Members
for each station area shall elect
twelve Delegates who shall sit on the Local Station Board. One third of the
Listener-Sponsor Delegates shall be elected annually by mail ballot by the
Listener-Sponsor Members of each radio station
3 , subject to the diversity criteria
specified below. Cumulative Voting is permitted. The Proportional
Representation "Single Transferrable Voting Method" is permitted and may be
utilized if approved by majority vote of the Local Station Board. There shall be a
30-day period for return of ballots after mailing, and the ballots shall be counted
and the election results certified by the Elections Coordinator not later than
December 29th of each year
4.
(2) The Staff Members for each station area shall elect six
Delegates who shall sit on the Local Station Board. One third of the Staff
Delegates shall be elected annually by the Staff Members of each radio station area
by mail ballot
5 , subject to the diversity criteria specified below. Cumulative voting
is permitted. The Proportional Representation "Single Transferrable Voting
Method" is authorized and may be utilized, if approved by majority vote of the
Local Station Board. There shall be a 30-day period for return of ballots after
mailing, and the ballots shall be counted and the election results certified by the
Elections Coordinator not later than December 29th of each year.
[ (3)Diversity Goals - two alternatives: ]
(3) Diversity Goals: It is
the goal of the Foundation that a
minimum of 50% of the Delegates
shall be racial/ethnic minorities and a
minimum of 50% of the Delegates
shall be women. To that end, the
candidate pool shall be limited so that
the number of men and women
candidates and the number of
racial/ethnic minorities and caucasian
candidates shall be equal within plus
or minus one. I.e., if there are 5
women candidates there can be no
less than 4 nor more than 6 men
candidates. The Elections
Coordinator shall number nomination
papers in the order received and fill
the candidate pool of men and women
and racial/ethnic minorities and
caucasians on a first come first served
basis. Thus, if the first three
nomination papers received are from
2 men and 1 woman, no other men
shall be admitted to the candidate
pool until nomination papers are
received an additional woman. This
provision shall not apply if the
number of candidates is less than
150% of the number of seats to be
filled, in which case all nominees up
to 150% of the number of seats to be
filled shall be qualified as candidates.
|
(3) Diversity Goals: It is
the goal of the Foundation that a
minimum of 50% of the Delegates
shall be racial/ethnic minorities and a
minimum of 50% of the Delegates
shall be women. To that end, in any
election of Delegates half the number
of seats to be filled shall be filled by
the top vote-getters who are
racial/ethnic minorities and half the
number of seats to be filled shall be
filled by the top vote-getters who are
women, regardless of whether or not
they are among the top vote-getters
overall. However, for purposes of
applying this rule, no person shall be
elected a Delegate who does not
receive at least one-half (½) the
number of votes as the last person
who would have been elected were it
not for the diversity goals. After all
the ballots are counted, the election
coordinator shall examine the results
to determine whether the diversity
goals for the Local Board have been
met in the aggregate and not just
incrementally, and if they have not
been met, then s/he shall look to see if
there are candidates who are
minorities and/or women who
received at least half the number of
votes of the lowest vote-getter who
would otherwise be elected, and s/he
shall declare them elected in order of
highest number of votes received,
replacing the candidates who would
have been elected in order of lowest
number of votes received. For
example: if there are 4 seats to be
filled and the top 4 vote-getters are 3
non-minority men and one minority
woman, the non-minority man with
the least votes who would have been
elected will be replaced with the next
highest votegetter who is either a minority or a
woman provided s/he has obtained at
least half of the votes of that non-
minority man being replaced. The
elections coordinator will then
examine the results again to see if the
diversity goals for both minorities and
women has been met in the aggregate,
and if not, s/he will replace the next
lowest non-minority man who would
have been elected with the next
highest minority or woman with the
minimum required number of votes
who will fulfill the diversity goals.
|
(F) Fair Campaign Provisions. No Foundation or radio station
management or staff may use air time to endorse or campaign or recommend for or
against any candidate for election to Station Board Delegate, or give air time to
some candidates but not others. All candidates for election shall be given equal
opportunity for air time, and such air time shall be specially set aside for
candidates statements and questions and answers from the listeners. No
Foundation or radio station management or staff may give written endorsements to
any listener-sponsor delegate candidates. Neither the Board of Directors nor any
Local Station Board may, as a body, endorse any candidate(s) for election to the
Local Station Board(s), however individual directors and Local Station Board
Delegates may endorse or nominate candidates.
SECTION 3. QUORUM: For purposes of any election or written ballot, a quorum
of the Listener-Sponsor Members shall be 10% of those entitled to vote, and a
quorum of the Staff members shall be one-third (1/3) of those entitled to vote, as of
the applicable record date.
SECTION 4. RECORD DATE: The record date for purposes of determining the
members entitled to notice, voting rights, written ballot rights, or any other right
with respect to any other lawful membership action, shall be 45 days before the
first written ballot or notice is mailed.
SECTION 5. PROXIES: All action taken by Members shall be taken by the
Members personally. The powers of Members may not be exercised by alternates,
by proxy or the like.
ARTICLE FOUR
DIRECTORS OF THE FOUNDATION
SECTION 1. FOUNDATION BOARD OF DIRECTORS – MEMBERSHIP
ELIGIBILITY, NUMBER, POWERS AND DUTIES:
(A) Defined: The Directors of the Foundation shall be natural persons who
have been elected to the office of Director as set forth in these bylaws, and are
serving as such.
(B) Eligibility: Any Local Station
Board Delegate who is currently
serving and has served at least one year as a Delegate
6 is eligible to be elected to
the office Foundation Director, and any natural person nominated by a "Pacifica
Affiliate" is eligible to be elected an "at large" director, provided, however, that
the Chair, Vice-Chair, Secretary and Treasurer of any Local Station Board may not
concurrent hold the office of Foundation Director and must resign his/her Local
Station Board office upon election to the office of Foundation Director, and
provided further that no person who holds any elective or appointive public office
at any level of government – federal, state or local – or is a candidate for such
office, or who has held such elective or appointive office within the preceding 3
years, shall be eligible for election to the office of Director of the Pacifica
Foundation. A Director shall be deemed to have resigned the office of Director if
s/he becomes a candidate for public office or receives a political appointment
during his or her term as a Director. This restriction shall not apply to civil service
employment by governmental agencies.
[ (C)Number - two alternatives: ]
(C) Number: There shall be a
minimum of fifteen (15) and a
maximum of eighteen (18) directors
of the Foundation. |
(C) Number: There shall be a
minimum of fifteen (15) and a
maximum of twenty eight (28)
directors of the Foundation. |
(D) Ex Officio Members: The Foundation Executive Director, the
Director of the Pacifica Foundation Archives, and a Recording Secretary or Chief
Financial Officer (if either or both are appointed) shall be ex officio non-voting
members of the Board of Directors. Ex Officio members shall not be counted in
determining the maximum or minimum number of Foundation Directors.
(E) Power and Authority: Subject to the provisions of the California
Nonprofit Public Benefit Corporation law and any limitations in the Articles of
Incorporation and Bylaws relating to action required or permitted to be taken or
approved by the Members or Delegates of the Foundation, the activities and affairs
of the Foundation shall be conducted and all corporate powers shall be exercised
by or under the direction of the Board of Directors.
(F) Duties: The ongoing duties of the Directors are: to ensure fulfillment
of the purposes of the Foundation as set forth in the Articles of Incorporation; to
ensure compliance with applicable state and federal laws; to ensure the financial
health of the Foundation by adoption and monitoring of an annual budget and to
oversee an independent annual audit of the Foundations books and accounts; to
ensure regular communication with the Members at all levels of the Foundation; to
appoint, supervise and remove, employ and discharge, the Executive Director of
the Foundation; to meet at such regular times and places as required by these
Bylaws and to meet at such other times as may be necessary in order to carry out
the duties of Directors; to register their addresses, telephone numbers, and email
addresses with the Secretary of the Foundation. Notices of meetings mailed,
transmitted by telecopier facsimile, or emailed to them at such addresses shall be
valid notices thereof.
SECTION 2. TERMS:
(A) The term of a Director shall be three (3) years. A director may serve
two (2) consecutive three-year terms.
(B) A Director shall not be eligible for further service as a Director until
one year has elapsed after the termination of a Director’s second consecutive three-
year term.
SECTION 3. NOMINATION OF DIRECTORS:
(A) Station Representative Directors: Any Delegate serving on a Local
Station Board may nominate any other eligible Delegate serving on that Local
Station Board for the office of Director.
(B) At Large Directors: The board of directors, or equivalent governing
body, of any "Pacifica Affiliate" may nominate any eligible natural person for the
office of Director. For these purposes, "Pacifica Affiliate" is defined as any non-
commercial broadcaster -- radio, digital, internet, or the like – that broadcasts
Pacifica programming, either by permission or by contract with the Pacifica
Foundation. Any Local Station Board may nominate, by majority vote of the
Delegates present and voting, any eligible listener-sponsor member of the
Foundation who is not then serving as a station board Delegate to the office of
Director.
[SECTION 4. ELECTION OF DIRECTORS - two alternatives: ]
SECTION 4. ELECTION OF
DIRECTORS:
(A) Station Representative
Directors: Each Local Station Board
shall elect from among the then
current Local Station Board
Delegates, by majority vote of the
Delegates present and voting, three
Directors to represent that station on
the Foundation Board of Directors,
two of whom shall be listener-sponsor
members and one of whom shall be a
staff member. These elections shall
take place in January of each year and
be staggered so that one Director is
elected by each Local Station Board
each year.7
|
SECTION 4. ELECTION OF
DIRECTORS:
  (A) Station Representative
Directors: Each Local Station Board
shall elect from among the then
current Local Station Board
Delegates, by majority vote of the
Delegates present and voting, three
Directors to represent that station on
the Foundation Board of Directors,
two of whom shall be listener-sponsor
members and one of whom shall be a
staff member. In addition, if a station
has more than 10,000 subscribers who
have contributed the minimum
amount required for membership, or
more, during the prior twelve months,
the Local Station Board shall elect a
fourth Director who shall be a
listener-sponsor member; and if a
station has more than 20,000
subscribers who have contributed the
minimum amount required for
membership, or more, during the prior
twelve months, the Local Station
Board shall elect a fifth Director who
shall be a staff member. These
elections shall take place in January
of each year and be staggered so that,
at most, two Directors are elected by
each Local Station Board each year.8 |
(B) At Large Directors: The Board of Directors may, in its discretion,
elect up to three (3) Directors nominated either by Pacifica Affiliates or by
majority vote of three of the five Local Station Boards, by 3/5ths majority vote of
the Directors present and voting, provided that notice of the nomination and vote is
served on all Directors with the Notice of Meeting at least ten days in advance of
the meeting date.
SECTION 5. REMOVAL OF A DIRECTOR:
(A) Any Director may be removed by the Board of Directors at a regular
or special meeting by a three-fifths (3/5) majority vote of all of the members of the
Board of Directors, provided that the grounds for such removal are submitted with
the notice of the meeting and, provided further, that the said Director shall have a
reasonable opportunity at said meeting to protest his/her removal.
(B) Any Director may be removed by the Delegates of the Local Station
Board that elected him or her at a regular or special meeting by three-fifths (3/5ths)
majority vote of all the Delegates for that Local Station Board, provided that the
grounds for such removal are submitted with the notice of the meeting and,
provided further, that the said Director shall have a reasonable opportunity at said
meeting to protest his/her removal.
(C) Upon the petition of fifty (50) of the Members of the Radio Station
area that a Director represents, a Director may be removed by a majority vote of
the Members voting in a recall election. If recall procedures have not been
established by the Board of Directors, then the Local Station Board Committee for
that station area shall determine the recall procedures within thirty (30) days of the
submission of a recall petition.
(D) Any Director may be removed automatically for unexcused absences
as set forth in Article Five.
SECTION 6. VACANCY: If a Director’s seat becomes vacant for any reason, that
seat shall be filled for the remainder of the term by of the Local Station Board for
that station area.
SECTION 7. COMPENSATION: Directors shall serve without compensation
except that they shall be allowed reasonable advancement or reimbursement of
expenses incurred in the performance of their regular duties.
SECTION 8. RESTRICTION REGARDING INTERESTED DIRECTORS:
(A) Notwithstanding any other provision of these Bylaws, not more than
forty-nine percent (49%) of the persons serving on the board may be interested
persons.
(B) For purposes of this Section, "interested persons" means either:
(1) Any person currently being compensated by the Foundation for
services rendered it within the previous twelve (12) months, whether as a full- or
part-time officer or other employee, independent contractor, or otherwise; or
(2) Any brother, sister, ancestor, descendant, spouse, brother-in-
law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of
any such person.
ARTICLE FIVE
CONFLICT OF INTEREST POLICY
SECTION 1. EXPLANATION: This conflict of interest policy ("Policy") is
designed to help directors, officers, advisors and employees of Pacifica Foundation
("The Foundation") identify situations that present potential Conflicts of Interest
and to provide The Foundation with a procedure which, if observed, will allow The
Foundation to enter into a transaction even though a director, officer or employee
has or may have a Conflict of Interest with respect to the transaction.
SECTION 2. DEFINITIONS:
A "CONFLICT OF INTEREST" is any circumstance described in
Section 3 of this Policy, or such similar circumstances.
An "INTERESTED PERSON" is any person serving as a director,
officer, delegate, employee, or member of a committee of the Board of Directors of
The Foundation.
A "FAMILY MEMBER" is a brother, sister, ancestor, descendant,
spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law,
or father-in-law of an Interested Person.
A "FINANCIAL INTEREST" in an entity is a financial interest of
any kind, which, in view of all the circumstances, would, or reasonably could,
affect an Interested Person’s or Family Member’s judgment with respect to
transactions to which the entity is a party.
SECTION 3. CONFLICT OF INTEREST DEFINED: A Conflict of Interest
exists where the personal interests of an Interested Person are or may be
inconsistent with the best interests of The Foundation. For purposes of this
Policy, the following circumstances shall be deemed to create a Conflict of
Interest:
A contract or transaction between The Foundation and an Interested Person
or Family Member (e.g., The Foundation contracts for services to be provided by a
director’s child).
A contract or transaction between The Foundation and an entity in which an
Interested Person or Family Member has a Financial Interest or with which such
Person has a relationship, for example as a director, officer, trustee, partner, or
guardian (e.g., The Foundation makes a grant to a university where a member of
The Foundation’s board of directors serves on the board of directors).
A compensation arrangement between any entity or individual with which
The Foundation has a contract or transaction and an Interested Person or Family
Member (e.g., The Foundation makes a grant to a university where a director’s
sister is employed).
A compensation arrangement between any entity or individual with which
The Foundation has a contract or transaction and an entity in which an Interested
Party or Family Member has a Financial Interest or with which person has a
relationship, for a example as a director, officer, trustee, or guardian (e.g., The
Foundation makes a grant to a university which is performing research, for a fee,
for a company owned by one of The Foundation’s directors).
An Interested Person competing with The Foundation in the rendering of
services or in any other contract or transaction with a third party (e.g., one of The
Foundation’s employees seeks a research grant to write a paper on international
energy issues from a foundation to which The Foundation has applied for funding).
An Interested Person having a Financial Interest in, or maintaining a
relationship with (for example, as director, officer, trustee or guardian), an entity or
individual that competes with The Foundation in the Provision of services or in any
other contract or transaction (e.g., one of The Foundation’s employees serves as
director of a new charity with a mission similar to The Foundation’s).
An Interested Person accepting gifts, entertainment or other favors from any
individual or entity that (i) does or is seeking to do business with, or is a
competitor of , The Foundation or (ii) has received, is receiving or is seeking to
receive a loan or grant, or to secure other financial commitments from The
Foundation, in both cases under circumstances where it might be inferred that such
action was intended to influence or might influence the Interested Person in the
performance of his or her duties (e.g., a potential grantee offers one of The
Foundation’s employees free tickets to the World Series).
SECTION 4. PROCEDURES:
(A) An Interested Person must disclose orally or in writing all material facts
related to an actual or potential Conflict of Interest to directors and/or members of
committees considering a proposed contract or transaction to which the Conflict of
Interest relates. If a contract or transaction is not being considered by the Board or
a committee, the required disclosure must be made to the Chairperson or the
Chairperson’s designee. Until a Conflict of Interest has been voted upon by the
Board of Directors in accordance with this Policy, an Interested Person shall
refrain from any action that might affect The Foundation’s participation in any
contract or transaction affected by a Conflict of Interest.
(B) After disclosure of the Conflict of Interest and all material facts, and
after the Interested Person responds to any questions that the Board may have
regarding the Conflict of Interest, the Interested Person shall leave the Board
meeting while the Conflict of Interest is discussed and voted upon. An Interested
Person may not vote on the contract or transaction to which the Conflict of Interest
relates, but may be counted in determining the presence of a quorum for purposes
of the vote.
(C) The Board shall determine by a majority vote of the disinterested
directors whether a Conflict of Interest exists and, if so, whether The Foundation
shall nonetheless enter into the contract or transaction because it is in The
Foundation’s best interest. If appropriate, the Chairperson may appoint a
disinterested person or committee to investigate alternatives to a proposed contract
or transaction. In order to approve the contract or transaction, the Board must in
good faith after reasonable investigation make the following determinations:
(1) that the contract or transaction is for the benefit of the Foundation;
and
(2) that the contract or transaction is fair and reasonable; and
(2) that the Foundation could not obtain a more advantageous
arrangement with reasonable effort under the circumstances.
(D) The minutes of the Board or committee meeting shall reflect (1) that the
Conflict of Interest was disclosed, (2) the Board or committee’s decision regarding
the Conflict of Interest, including a statement that the Interested Person was not
present during the final discussion and vote, and (3) that the Interested Person
abstained from voting.
SECTION 5. VIOLATIONS OF THE CONFLICT OF INTEREST POLICY:
(A) If the Board or committee believes that an Interested Person has failed to
disclose an actual or potential Conflict of Interest, it shall inform the Interested
Person of the basis for such belief and afford the Interested Person an opportunity
to explain the alleged failure to disclose.
(B) If, after hearing the response of the Interested Person and making any
further investigation as may be warranted in the circumstances, the Board or
committee determines that the member has in fact failed to disclose an actual or
potential Conflict of Interest, it shall take appropriate disciplinary and corrective
action, which might include removal of a director from a committee or termination
of an employee’s employment.
ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. TIME AND PLACE OF MEETINGS: The Annual Meeting of the
Board of Directors shall take place in March, at such times, and places as
designated by a majority vote of the Board of Directors at the previous meeting.
The Board shall also regularly meet in June and September of each year. All
meetings shall occur at a location not farther than 25 miles from the offices of a
Foundation radio station, and the Board meetings shall rotate through the five
radio station areas so that meetings do not take place twice in the same station area
until a meeting has been held in all other station areas. Directors may attend in
person, or by telephone or video conference, or other electronic means, provided
that all Directors may hear one another, at all times.
SECTION 2. SPECIAL MEETINGS: Special meetings of the Board of Directors
may be called by the Board Chair, any two Officers of the Board, or by any five
members of the Board.
SECTION 3. NOTICE: Written notice of every regular meeting of the Board of
Directors, stating the time and place of said meeting, and the purposes thereof,
shall be mailed, or sent to each member of the Board of Directors by first class
mail, telecopier or email at least thirty (30) days before any such meeting. Special
meetings shall require only 7 days advance notice. All meetings shall be
announced in advance on the air.
SECTION 4. QUORUM: A quorum at any meeting of the Board of Directors shall
consist of one-third (1/3) of the duly elected Directors.
SECTION 5. ATTENDANCE: Any Director who is absent for three (3)
consecutive meetings of the Board of Directors shall be deemed to have resigned
and shall be automatically removed from the Board whether or not the absences
have been excused.
SECTION 6. ACTION BY UNANIMOUS WRITTEN CONSENT: Any action
required or permitted to be taken by the Board of Directors may be taken without a
meeting, if all members of the Board shall individually or collectively consent in
writing to such action. Such written consent shall have the same force and effect
as a unanimous vote of such Directors.
SECTION 7. PROXIES: All action taken by Directors shall be taken by the
elected Director personally. The powers of members of the Board may not be
exercised by alternates, by proxy or the like.
ARTICLE SEVEN
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. LOCAL STATION BOARDS: The Directors elected by the
Delegates to represent each station area, together with the elected Delegates for
that station area, shall serve as a standing committee of the Board of Directors for
that radio station, which shall be known as the Local Station Board.
(A) Power and Authority: By resolution of the Board of Directors, the
Board of Directors may delegate to a Local Station Board any corporate powers of
the Pacifica Foundation with regard to that radio station, subject to revocation of
that delegated power at any time by the Board of Directors. Any resolution of or
policy adopted by a Local Station Board may be overridden by majority vote of the
Board of Directors. The powers delegated to one Local Station Board need not be
the same for all Local Station Boards, and delegation of such power and authority
shall be on a case by case basis.
(B) Duties: The ongoing duties of the Local Station Boards are:
(1) to review and approve the station’s annual budget prior to
submission to the Board of Directors for approval, and to make quarterly reports to
the Board of Directors of the station’s budget vs. actual income and expenses;
(2) to recommend to the Executive Director the hiring of the station
General Manager. No station General Manager shall be hired or fired against the
recommendation of the Local Station Board unless the Board of Directors approves
the action by majority vote. The Local Station Board shall annually evaluate the
station General Manager’s performance and provide a written report to the Board
of Directors.
(3) to recommend to the General Manager the hiring of the station
Program Director. No Program Director shall be hired or fired against the
recommendation of the Local Station Board unless the Board of Directors approves
the action by majority vote. The Local Station Board shall annually evaluate the
Program Director’s performance and provide a written report to the Board of
Directors.
(4) to work with station management and staff to ensure that station
policies and procedures for making programming decisions, and for evaluating
programming, are working in a fair, collaborative and respectful manner to provide
quality programming that fulfills Pacifica’s purposes and is responsive to the
diverse needs of the listeners and communities served by the station.
(5) to report station board activities regularly, and no less frequently
than quarterly, on the air to the station listeners.
(6) to conduct at least quarterly "Town Hall" style meetings devoted
to hearing the station listeners’ views, needs and concerns.
(7) to assist in the fundraising activities of the station.
(8) to form open committees to carry on the work of the Local Station
Board so that station listener-sponsor and staff members may join the committees
and assist the board to the extent appropriate, taking care to keep confidential
personnel, legal and proprietary matters.
(9) to actively reach out to under-represented communities to help the
station serve a diversity of people of all races, creeds, colors and nations, classes,
abilities, and to reach out to community organizations to help build collaborative
relations with other organizations working for similar purposes.
(10) to perform community needs assessments, or to see to it that such
assessments are performed by a separate "Community Advisory Board", as may be
required as a condition of grants from the Corporation for Public Broadcasting.
(C) Election of Officers. Each Local Station Board shall elect a Chair, a
Vice-Chair, a Recording Secretary, and a Treasurer, who shall be elected in
January each year for a term of one year. Each Local Station Board shall also elect
representatives to other committees of the Board of Directors, as may be required
from time to time. None of the Local Station Board officers may concurrently
serve as a Foundation Director, and if elected to the office of Director, they shall
resign their local Station Board office.
SECTION 2. EXECUTIVE COMMITTEE: There shall be an Executive
Committee of the Board of Directors consisting of the Board Chair, Vice Chair,
Secretary and Treasurer and such other Directors as may be needed so that there is
at least one Executive Committee Member from each radio station area at all times.
Executive Committee Members who are not Foundation officers shall be elected
by majority vote of the directors present and voting. The Executive Committee
shall have such authority as the Board of Directors may delegate to it from time to
time by resolution of the board, and shall meet on twenty four hours telephone
notice to all members from any Executive Committee member to respond to such
matters as may arise between board meetings as may require their attention. The
Executive Committee may refer the matter to an appropriate board committee, or
may convene a special meeting of the full board, or may delegate the matter to the
Executive Director for action, as they deem appropriate. Within five days after any
Executive Committee Meeting the Secretary shall circulate to the full Board of
Directors Minutes of the meeting stating the reason for the meeting, and the action
taken by the Executive Committee.
SECTION 3. NATIONAL PROGRAMMING COMMITTEE: There shall be a
National Program Committee which shall review and evaluate the programming of
all Pacifica radio stations to insure that each station is fulfilling the purposes of the
Foundation. The Program Committee members shall consist of one director from
each station area, and two Local Station Board members from each station area
who shall be elected by their respective Local Station Boards, In the event that the
Program Committee determines that a local station is not adequately fulfilling
Pacifica’s purposes, the committee shall meet and confer with Executive Director,
the Station Manager, and the Local Station Board for that station to develop
corrective measures and policies, and may make recommendations for corrective
action to the full Board of Directors
SECTION 4. NATIONAL BUDGET COMMITTEE: The Foundation Treasurer
and the Treasurers of the five Local Station Boards shall constitute the National
Budget Committee, which shall have the duty to prepare, in consultation with
appropriate national and station staff and other local and national committees, a
recommended annual budget for all Foundation operations for approval by the
Board of Directors in September prior to the commencement of the next fiscal
year. The National Budget Committee shall issue quarterly "budget vs actual"
reports to the Board of income and expenses for all Foundation operations.
SECTION 5. OTHER ADVISORY COMMITTEES: The Board may establish
such other advisory committees as may be needed to assist the Board in developing
plans and initiatives to further Pacifica’s mission and purposes in areas such as:
membership and organizational development; affiliate relations; programming for
community development, peace and social justice; financial planning; fundraising
and development; technological and infrastructure development; new station
planning; review of governance structures and procedures. All advisory
committees, whether standing or ad hoc, shall have at least one Director and two
Local Station Board members from each station area. All committee members
shall be elected by majority vote of the Board of Directors or their respective Local
Station Boards, as appropriate.
ARTICLE EIGHT
OFFICERS OF THE FOUNDATION
SECTION 1. DESIGNATION OF OFFICERS:
(A) The Officers of Pacifica Foundation shall be a Chairperson of the
Board of Directors, a Vice-Chair, a Secretary, a Treasurer, and such Assistant
Secretaries and Assistant Treasurers as may be authorized from time to time by the
Board of Directors. The Chairperson of the Board shall not concurrently hold any
other Foundation office.
(B) A Recording Secretary or Chief Financial Officer, who are not
Directors, may be employed by the Board in addition to the Foundation Secretary
or Treasurer. Any such non-Director officers shall serve at the pleasure of the
Board.
SECTION 2. DUTIES OF OFFICERS: The duties of the officers of the
Foundation shall be set out in board guidelines and procedures.
SECTION 3. ELECTION, TERMS, AND REMOVAL OF OFFICERS:
(A) Election of Officers: The Officers of The Foundation shall be elected
bi-annually in even numbered years by the Board of Directors at the Annual
Meeting in March.
(B) Terms of Officers: Officers shall serve for a term of two years or until
the election of their successors, which ever is later, unless he or she resigns or is
removed or is otherwise disqualified to serve before such time. No officer may
continue to serve as an officer past the expiration of his/her term as Director.
(C) Removal of Officers: Any officer may be removed by the Board of
Directors at any regular or special meeting by a majority vote of all of the members
of the Board of Directors, provided that the grounds for such removal are
submitted with notice of said meeting, and provided further that said officer shall
have a reasonable opportunity at said meeting to protest his or her removal.
ARTICLE NINE
OTHER CORPORATE OFFICERS
SECTION 1. EXECUTIVE DIRECTOR:
(A) The Board shall employ a person designated as the Executive
Director, The Executive Director shall be hired, supervised and fired by the Board
of Directors. In addition, his or her performance shall be annually evaluated by
each Local Station Board, which may make recommendations to the Board of
Directors.
(B) The Executive Directors shall be the chief executive officer of the
Foundation and shall, subject to the control of the Board of Directors, supervise
and control the affairs of the Foundation. He or she shall perform all duties
incident to his or her office and such other duties as may be required by law, by the
Articles of Incorporation of this Foundation, or by these Bylaws, or which may be
prescribed from time to time by the Board of Directors. Except as otherwise
expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he
or she shall, in the name of the Foundation, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments which may from time to time be authorized
by the Board of Directors.
ARTICLE TEN
GENERAL PROVISIONS
SECTION 1. RESIGNATION: Any Director or Officer may resign his or her
position by written resignation filed with the Secretary of the Foundation.
SECTION 2. MEMBERSHIP NOT TRANSFERABLE: Foundation Membership,
or membership on the Board of Directors, or any position as an Officer of the
Foundation, is not transferable by assignment, inheritance, or by execution,
bankruptcy, or other process of law.
SECTION 3. EFFECT OF TERMINATION OF MEMBERSHIP ON BOARD OF
DIRECTORS, OR POSITION AS OFFICER OF THE FOUNDATION:
Membership on the Board of Directors, or the holding of any office in the
Foundation, shall cease and terminate upon the death of the member, upon his/her
withdrawal or removal as provided in these Bylaws, upon the termination of
his/her Foundation Membership, or office-holding position, and, thereafter, neither
the heirs not personal representative of the deceased members, withdrawing or
terminated members, or office-holders, shall have any claim whatsoever upon the
assets of the Foundation, or any claim whatsoever arising out of said membership
or the holding of said membership or the holding of any office in the Foundation.
No member of the Board of Directors, or officer of the Foundation, either while
such a member or officer, or upon termination of membership or office, for any
reason whatsoever, shall be entitled to the return of any monies theretofore paid by
her/him or advanced to the Foundation as a contribution to the Foundation, or any
station owned and operated by the Foundation.
SECTION 4. NON-LIABILITY OF DIRECTORS: Directors shall not be
personally liable for the debts, liabilities, or other obligations of the corporation,
subject to the provisions of the California Corporations Code.
SECTION 5. INDEMNIFICATION BY CORPORATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER AGENTS: To the extent that a person
who is, or was, a Director, officer, employee or other agent of this corporation has
been successful on the merits in defense of any civil, criminal, administrative or
investigative proceeding brought to procure a judgment against such person by
reason of the fact that he or she is, or was an agent of the corporation, or has been
successful in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses actually and reasonably incurred by the person in
connection with such proceeding. If such person either settles any such claim or
sustains a judgment against him or her, then indemnification against expenses,
judgments, fines, settlements and other amounts reasonably incurred in connection
with such proceedings shall be provided by this corporation to the extent allowed
by, and in accordance with the requirements of, Section 5238 of the California
Non-Profit Public Benefit Corporation Law.
ARTICLE ELEVEN
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS: The Foundation
shall keep at its principal office in the State of California:
(A) Minutes of all meetings of the Board of Directors, of committees of
the Board having any authority of the Board, and, if held, of members, indicating
the time and place of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present and the proceedings
thereof;
(B) Adequate and correct books and records of account, including
accounts of its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;
(C) A record of its members indicating their names and addresses and the
class of membership held by each member and the termination date of any
membership;
(D) A copy of the corporation's Articles of Incorporation and Bylaws as
amended to date, which shall be open to inspection by the members of the
corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL: The Board of Directors may adopt, use, and
at will alter, a corporate seal. Such seal shall be kept at the principal office of the
corporation. Failure to affix the seal to corporate instruments, however, shall not
affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS: Every director shall have
the absolute right at any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of the corporation.
SECTION 4. MEMBERS' INSPECTION RIGHTS: Members of the Foundation
shall have the following inspection rights, for a purpose reasonably related to such
person's interest as a member:
(A) To inspect and copy the record of all members' names, addresses and
voting rights, at reasonable times, upon five (5) business days' prior written
demand on the corporation, which demand shall state the purpose for which the
inspection rights are requested.
(B) To inspect at any reasonable time the books, records, or minutes of
proceedings of the Members or of the Board or committees of the Board, upon
written demand on the corporation by the member, for a purpose reasonably related
to such person's interests as a member.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS: Any inspection
under the provisions of this Article may be made in person or by agent or attorney
and the right to inspection includes the right to copy and make extracts.
SECTION 6. ANNUAL REPORT:
(A) The board shall cause an annual report to be furnished not later than
one hundred and twenty (120) days after the close of the Foundation’s fiscal year
to all directors of the corporation and, upon payment of reasonable copying costs,
to any Member who requests it in writing, which report shall contain the following
information in appropriate detail:
(1) The assets and liabilities, including the trust funds, of the
corporation as of the end of the fiscal year;
(2) The principal changes in assets and liabilities, including trust
funds, during the fiscal year;
(3) The revenue or receipts of the corporation, both unrestricted
and restricted to particular purposes, for the fiscal year;
(4) The expenses or disbursements of the corporation, for both
general and restricted purposes, during the fiscal year;
(5) Any information required by Section 7 of this Article.
(B) The annual report shall be accompanied by any report thereon of
independent accountants, or, if there is no such report, the certificate of an
authorized officer of the corporation that such statements were prepared without
audit from the books and records of the corporation.
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS:
(A) The Foundation shall attach as an addendum to the Annual report a
statement within one hundred and twenty (120) days after the close of its fiscal
year which briefly describes the amount and circumstances of any indemnification
or transaction in which the Foundation or one of its Radio Stations was a party, and
in which any Director or officer of the Foundation had a direct or indirect material
financial interest.
(B) The above statement need only be provided with respect to a
transaction during the previous fiscal year involving more than ONE THOUSAND
DOLLARS ($1,000) or which was one of a number of transactions with the same
persons involving, in the aggregate, more than ONE THOUSAND DOLLARS
($1,000).
(C) Similarly, the statement need only be provided with respect to
indemnifications or advances aggregating more than ONE THOUSAND
DOLLARS ($1,000) paid during the previous fiscal year to any director or officer,
except that no such statement need be made if such indemnification was approved
by the Members pursuant to Section 5238(e)(2) of the California Nonprofit Public
Benefit Corporation Law.
(D) Any statement required by this Section shall briefly describe the
names of the interested persons involved in such transactions, stating each person's
relationship to the corporation, the nature of such person's interest in the
transaction and, where practical, the amount of such interest, provided that in the
case of a transaction with a partnership of which such person is a partner, only the
interest of the partnership need be stated.
ARTICLE TWELVE
AMENDMENT OF BY-LAWS
SECTION 1. POWER TO AMEND: Subject to any provision of law applicable to
the amendment of Bylaws of California public benefit nonprofit corporations, these
Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws
adopted as follows:
(A) Subject to the power of members to change or repeal these Bylaws under
Section 5150 of the Corporations Code, by approval of two-thirds (2/3) the Board
of Directors unless the Bylaw amendment would materially and adversely affect
the rights of members as to voting or transfer, provided, however, a Bylaw
specifying or changing the maximum or minimum number of directors, or
changing from a fixed to variable board or vice versa, may not be adopted,
amended, or repealed except as provided in subparagraph (b) of this Section;
provided that the proposed changes have been submitted to each member of the
Board of Directors at least 30 days in advance with notice of the meeting and
provided further that the right of waiver of notice of meeting shall not apply, or
(B) By approval of the members of the Foundation voting by mail ballot.
SECTION 2. VOTING AND RATIFICATION: In order to be adopted, any
proposed bylaws amendment must receive the vote of two-thirds (2/3) of the
Directors present and voting or voting by signed ballot received before the meeting
at which the proposal is voted upon convenes, the Directors voting by mail ballot
must attach an exact copy of the proposal being voted upon to their ballots. In
addition, any bylaw proposed by the members, or any bylaw requiring the approval
of the members, or any class of members, must be approved by the affirmative
vote of a majority of the votes representing a quorum of the members, or class of
members, as applicable, voting by written mail ballot.
ARTICLE THIRTEEN
AMENDMENT OF ARTICLES
SECTION 1. PROPOSING AMENDMENTS: Amendments to the Articles of
Incorporation may be proposed by two-thirds (2/3) majority vote of the Board of
Directors.
SECTION 2. APPROVING AMENDMENTS: Any amendment(s) to the Articles
of Incorporation proposed by the Board of Directors shall be presented to the
Members of the Foundation and must be approved by the affirmative vote of a
majority of the votes representing a quorum of the members, or class of members,
as applicable, voting by written mail ballot.
ARTICLE FOURTEEN
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, or other person connected with this
corporation, or any private individual, shall receive at any time any of the net
earnings or pecuniary profit from the operations of the corporation, provided,
however, that this provision shall not prevent payment to any such person of
reasonable compensation for services performed for the corporation in effecting
any of its public or charitable purposes, provided that such compensation is
otherwise permitted by these Bylaws and is fixed by resolution of the Board of
Directors; and no such person or persons shall be entitled to share in the
distribution of, and shall not receive, any of the corporate assets on dissolution of
the corporation. All members of the corporation shall be deemed to have expressly
consented and agreed that on such dissolution or winding up of the affairs of the
corporation, whether voluntarily or involuntarily, the assets of the corporation,
after all debts have been satisfied, shall be distributed as required by the Articles of
Incorporation of this corporation and not otherwise.
ARTICLE FIFTEEN
PARLIAMENTARY PROCEDURE
As to any matter not herein specified, Robert’s Rules of Order (revised
edition) shall apply.
###
End Notes:
1. The three-year requirement for listener-sponsor membership shall be
suspended until January 1, 2006. Through January 1, 2004 Listener-sponsor
members shall be eligible to vote on any matter properly brought to the members if
they have met the minimum contribution or minimum number of volunteer hours
within the preceding 12-month period; through January 1, 2005 Listener-sponsor
members shall be eligible to vote if they have met the minimum contribution or
minimum number of volunteer hours within the preceding two 12-month periods.
2. For the first implementation of these bylaws, nominations shall open
immediately upon ratification of the bylaws and shall be open for 45 days
thereafter.
3. For the first implementation of these bylaws, the top twelve vote-getters shall be elected,
subject to the diversity criteria (unless Local Advisory Board members have been
"grandfathered".
4. For the first implementation of these bylaws, the current Local Advisory Boards may, by
majority vote, select up to four of their current listener-sponsor members to be "grandfathered"
for a one-year term, and up to four of their listener members to be "grandfathered" for a two-year
term (provided that 4 are "grandfathered" for a one-year term). This provision shall not apply to
any Local Advisory Board member added after June 1, 2001, nor to any Local Advisory Board
that has passed a resolution not to "grandfather" any of its members. Staff members, as defined
in these bylaws, currently serving on Local Advisory Boards may not be "grandfathered".
5. For the first implementation of these bylaws, the top six vote-getters shall be
elected, subject to the diversity criteria.
6. For the first implementation, the one-year eligibility requirement is waived.
7. In the first implementation of these bylaws, three Directors shall be elected by the
Delegates from each Local Station Board. The nominee receiving the highest number of votes
shall serve a 3-year term, the second highest shall serve a 2-year term, and the third highest shall
serve a 1-year term.
8. In the first implementation of these bylaws, if a Local Station Board is electing three
directors, then the nominee receiving the highest number of votes shall serve a 3-year term, the
second highest shall serve a 2-year term, and the third highest shall serve a 1-year term; and if a
Local Station Board is electing 4 Directors, then the two nominees receiving the highest and next
highest number of votes shall serve 3-year terms, the next highest shall serve a 2-year term, and
the next highest shall serve a 1-year term; and if a Local Station Board is electing 5 directors,
then the two nominees receiving the highest and next highest number of votes shall serve 3-year
terms, the next two highest shall serve 2-year terms, and the next highest shall serve a 1-year
term.
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