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KPFA Revised Draft B of proposed Pacifica bylaws 9-8-02 |
From: aintmyrtle Date: Sun Sep 8, 2002 5:04 pm Subject: Summary - KPFA Revised Draft B
SUMMARY
Introduction
Board of Directors
This revised draft presents two alternatives for the number and
manner of election of the Pacifica Board of Directors:
Local Station Boards
The Local Station Boards' duties include reviewing, approving and developing local policies, consistent with Pacifica national policies, as needed and appropriate for each local station; reviewing and approving the station budget prior to submission to the national board for approval; reviewing the station manager's and program director's performance (no hiring or firing decision concerning these two positions can be made against the recommendation of the local board unless specifically approved by the board of directors). The Local Boards operate on an "open committee" system so that listener and staff members may freely join in the work of the board. The national board by majority vote may override any resolution of a local board. The national board may delegate such additional powers and authority to a local board as it deems appropriate.
Conclusion
The subcommittee feels strongly about diversity requirements in the election of the local boards. We believe it is not possible to fulfill our mission "to contribute to a lasting understanding between people of all nations, races, creeds, and colors" unless such diverse people are strongly represented in Pacifica's governing bodies. The subcommittee also feels strongly about staff representation at all levels of governance. Most policies and decisions can only be improved with the addition of staff insights and perceptions about their workplace, and the value, complexities and objectives of their work. Finally, the KPFA subcommittee originally proposed a system where the board of directors was made up of all the local board members - with local and national committees with specific areas of responsibility. We believe that would be a better system for the distribution and delegation of powers and authority throughout the network. While the original proposal received many favorable comments from around the country as a "bold and elegant" solution -- and we do still strongly recommend it for your consideration -- a vocal minority feared the proposal was unwieldy, so this revised proposal is also presented for your review.
Carol Spooner
A copy of that original proposal is attached for your review as well, but is not included on the bylaws comparison grid. The revised proposal is included on the grid.
PACIFICA FOUNDATION BYLAWS [KPFA SUBCOMMITTEE PROPOSAL - DRAFT B-Revised] ARTICLE ONE IDENTITY AND PURPOSE SECTION 1. NAME The name of this corporation shall be 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:
SECTION 3. PRINCIPLES, POLICIES AND PRACTICES Because the activities of the Foundation are supported by diverse communities of listeners, volunteers, community organizations, employees, members and contributors, because the basis of the Foundation's governance is democratic, because the Foundation endeavors to recruit a staff that is diverse with respect to race, ethnicity, nationality, gender, age, sexual preference and disability at all levels and to maintain a working environment that is free of discrimination, because of the primacy of the tradition of volunteerism in the Foundation, and because the Foundation exists to promote understanding of the causes of conflict between people of all nations, races, creeds and colors, all of the roles and relationships within the Pacifica communities should promote collaborative processes and respectful dialogue, where, to the greatest extent practicable, all affected persons are consulted and given an opportunity to be heard, both within the governing structure, and in the management of the Foundation, as well as in its relations with the diverse communities it serves. These By-Laws shall be augmented wherever possible, by resolutions of the Board of Directors and Local Station Boards establishing policies, and implemented through written Operating Guidelines and Procedures stipulating practices by which the Board of Directors exercises its fiduciary responsibilities and holds management accountable to theses principles. ARTICLE TWO OFFICES OF THE FOUNDATION SECTION 1. PRINCIPLE 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
B. STAFF MEMBERS
C. SINGLE MEMBERSHIP
D. WAIVER OF REQUIREMENTS
SECTION 3. RIGHTS
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 ELECTION OF DELEGATES SECTION 1. DELEGATES DEFINED
Delegates shall be any eligible natural persons elected by the Members, or
class of Members, and is serving as such. Delegates shall serve as the Members'
representatives in electing Foundation Directors and in serving on the Local
Station Boards. Delegates may only act personally at a meeting or by written
ballot and may not act by proxy.
SECTION 2. NOMINATION OF DELEGATES
A. NOMINATION PROCEDURES
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. B. ELIGIBILITY
1. Listener-Sponsor Member Delegates: Any Listener-Sponsor Member in
good standing may be nominated for the position of Delegate by the signatures
of ten (10) Listener-Sponsor Members in good standing, provided 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 position of Delegate. A Delegate
shall be deemed to have resigned the position of Delegate if s/he becomes
a candidate for public office or receives a political appointment during
his or her term as a Delegate. This restriction shall not apply to civil
service employment by governmental agencies. 2. Staff Member Delegates: Any Staff Member in good standing may be
nominated for the office of Delegate by the signatures of five (5) Staff
Members in good standing, provided 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 position of Delegate. A Delegate shall be deemed to have
resigned the position of Delegate if s/he becomes a candidate for public
office or receives a political appointment during his or her term as a Delegate.
This restriction shall not apply to civil service employment by governmental
agencies.
SECTION 3. ELECTION OF DELEGATES
A. LISTENER-SPONSOR DELEGATES
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 Transferable 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.
B. STAFF DELEGATES
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 Transferable 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.
SECTION 4. DIVERSITY GOALS
[Two alternatives: the first alternative is STRONGLY recommended by the KPFA
Committee, the second alternative is not recommended by the KPFA Committee,
but is offered as a possible "compromise" position]
EITHER
[STRONGLY recommended by KPFA Committee]
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.
OR
[NOT recommended by KPFA Committee]
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 200% of the number
of seats to be filled, in which case all nominees shall be qualified as candidates.
SECTION 5. 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 who are members in good standing may endorse or
nominate candidates.
SECTION 6. DELEGATES' TERMS, LIMITATION OF TERMS
The term of a Delegate shall be three (3) years. A Delegate may serve two (2)
consecutive three-year terms. A Delegate shall not be eligible for further service
as a Director until one year has elapsed after the termination of a Delegate's
second consecutive three- year term.
ARTICLE FIVE 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 of Director, and any natural person
nominated by a "Pacifica Affiliate" or by two Local Station Boards 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]
EITHER
1. There shall be a minimum of fifteen (15) and a maximum of eighteen
(18) directors of the Foundation.
OR
1. There shall be a minimum of fifteen (15) and a maximum of twenty
eight (28) directors of the Foundation.
2. A change in the minimum or maximum number of directors, or a change
from a variable to a fixed number of directors, requires the vote of approval
of the members.
D. EX OFFICIO DIRECTORS
The Foundation Executive Director, the Director of the Pacifica Foundation
Archives, and a Recording Secretary and 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
and areas 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
The term of a Director shall be three (3) years. A director may serve two
(2) consecutive three-year terms. 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 the same 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.
By majority vote of the Delegates present and voting on two Local Station
Boards, any two Local Station Boards may nominate any eligible listener-sponsor
member of the Foundation, who is not then serving as a station board Delegate
on any Local Station Board, to the office of Director.
SECTION 4. ELECTION OF DIRECTORS
A. STATION REPRESENTATIVE DIRECTORS
[Two Alternatives]
EITHER
Each Local Station Board shall elect from among its 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
OR
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.
B. AT-LARGE DIRECTORS
The Board of Directors may, in its discretion, elect up to three (3) Directors
nominated either by a Pacifica Affiliate or by two Local Station Boards,
by 2/3rds 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 thirty (30) days in advance of the meeting date.
SECTION 7. REMOVAL OF DIRECTORS
A. BY BOARD OF DIRECTORS
Any Director shall be removed automatically for unexcused absences as set
forth in Article Five.
B. BY LOCAL STATION BOARD DELEGATES
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. BY THE MEMBERS
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 of that station area 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.
In the case that the Sponsor Members recall any Local Station Board delegate
who has been elected to the Board of Directors of the Foundation, this shall
have the effect of removing the director from the Board of Directors.
SECTION 8. VACANCY
If a Station Representative Director's seat becomes vacant for any reason,
that seat shall be filled for the remainder of the term by the Local Station
Board for that station area.
SECTION 9. 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 10. RESTRICTION REGARDING INTERESTED DIRECTORS
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.
For purposes of this Section, "interested persons" means either: (2) Any brother, sister, ancestor, descendant, spouse, domestic partner,
brother-in- law, sister-in-law, son-in-law, daughter-in-law, mother-in-law,
or father-in-law of any such person.
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, by a majority of the Executive Committee, 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 on all Pacifica radio stations.
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 unless at least one of the absences has been excused by majority
vote of the Directors present and voting at the meeting.
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. 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 necessary 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 NOT have the full authority to act
on behalf of the full board, unless such authority has been specifically delegated
to it by resolution of the board for a specific purpose. The Executive Committee
may meet on twenty four hours telephone notice to all Executive Committee members
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
refer the matter to the Executive Director for recommendations or 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 2. STANDING COMMITTEES
There shall be three standing national committees of the board: Programming,
Budget, and Governance. In addition, the five Local Station Boards, described
in Article 8, below, shall be standing committees of the board.
All committees of the board except the Executive Committee and the Local Station
Boards shall be comprised of at least one director and one Local Station Board
member from each station area, in order to coordinate local and national planning
and to foster collaborative relations throughout the Pacifica network.
A. PROGRAMMING COMMITTEE
There shall be a Program Committee which shall review and evaluate the
programming of all Pacifica radio stations and national programming 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 addition, up to three
at-large directors may serve on this committee. 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 plans and policies, and may make recommendations for corrective
action to the full Board of Directors
B. BUDGET COMMITTEE
The Foundation Treasurer and one director from each station area (which
may include the 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.
C. GOVERNANCE COMMITTEE
There shall be a Governance Committee which shall bi-annually review the
Foundation Bylaws and make recommendations as needed, and which shall develop
recommended Operating Guidelines and Procedures for the Board. The Governance
Committee members shall consist of at least one director from each station
area, and two Local Station Board Members from each station area. In addition,
at-large directors may serve on this committee.
SECTION 6. 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 LOCAL STATION BOARDS SECTION 1. LOCAL STATION BOARDS
There shall be one Local Station Board for each Foundation radio station.
SECTION 2. COMPOSITION
The Delegates elected as described in Article Three, Section 3 (F) (including
the Directors elected as described in Article Four, Section 4, to represent
that station on the Board of Directors) in each station area shall comprise
the Local Station Board for that radio station. Each Local Station Board shall
serve as a standing committee of the Board of Directors for its respective radio
station.
SECTION 3. 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, and provided however that 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 may be on a case by case basis.
SECTION 4. DUTIES
The ongoing duties of the Local Station Boards are: SECTION 5. 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 6. MEETINGS
The Local Station Board shall meet as often as required to accomplish it duties,
and no less than every other month. All meetings shall be open to the public,
and there shall be no less than one half hour allotted to public comment at
each meeting. The Local Station Board may meet in executive session to address
personnel, legal or proprietary matters.
SECTION 7. QUORUM
A quorum shall be one half of the duly elected Local Station Board Delegates.
ARTICLE NINE OFFICERS OF THE FOUNDATION SECTION 1. DESIGNATION OF OFFICERS
A. DIRECTOR OFFICERS
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. NON-DIRECTOR OFFICERS
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 odd 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 from his/her office 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 TEN EXECUTIVE DIRECTOR SECTION 1. EXECUTIVE DIRECTOR
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.
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 ELEVEN 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, membership on the Board of Directors, or any position
as a Delegate of 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 Foundation, subject to the provisions of the California Corporations
Code.
SECTION 5. INDEMNIFICATION BY FOUNDATION 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 the Foundation 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 the Foundation to the extent allowed by, and in accordance with
the requirements of, Section 5238 of the California Non-Profit Public Benefit
Corporations Law
ARTICLE TWELVE 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
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. BOOKS AND RECORDS
Adequate and correct books and records of account, including accounts of
its properties and business transactions and accounts of its assets, liabilities,
receipts,
C. MEMBERSHIP RECORDS
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. ARTICLES AND BYLAWS
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, or his or her designated agent, 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 Foundation.
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: 2. 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
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 Foundation 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: 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; and
5. Any information required by Section 7 of this Article.
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 foundation that such statements were prepared without audit from
the books and records of the Foundation.
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
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.
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).
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.
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.
SECTION 8. EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no member, trustee, officer,
employee, or representative of this corporation shall take any action or carry
on any activity by or on behalf of the corporation not permitted to be taken
or carried on by an organization exempt under section 501(c)(3) of the Internal
Revenue Code and its regulations as they now exist or as they may hereafter
be amended, or by an organization, contributions to which are deductible under
section 170(c)(2) of such Code and regulations as they now exist or as they
may hereafter be amended.
SECTION 9. NONLIABILITY OF MEMBERS, OFFICERS AND DIRECTORS
The members, officers and directors of this corporation shall not be individually
liable for the corporation debts or other liabilities, and private property
of such individuals shall be exempt from corporation debts or liabilities.
ARTICLE THIRTEEN CONFLICTS OF INTEREST SECTION 1. DEFINITIONS
A "CONFLICT OF INTEREST" is any circumstance described in Section 2 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, domestic
partner, 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 2. 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.
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. 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. A compensation arrangement between any entity or individual with which
The Foundation has a contract or transaction and an Interested Person or
Family Member. 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.
An Interested Person competing with The Foundation in the rendering of
services or in any other contract or transaction with a third party. An Interested Person having a Financial Interest in, or maintaining a relationship
with an entity or individual that competes with The Foundation in the Provision
of services or in any other contract or transaction. 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.
SECTION 3. DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES
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. 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. 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
3. that the Foundation could not obtain a more advantageous arrangement
with reasonable effort under the circumstances.
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 4. VIOLATIONS OF THE CONFLICTS OF INTEREST PROCEDURES
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.
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 FIFTEEN - DISSOLUTION AND PROHIBITION AGAINST SECTION 1. METHOD
The corporation may be dissolved in the following manner: A petition for dissolution
signed by ten percent of the members of each station area shall be submitted
to the Board of Directors and a postal ballot to dissolve shall be sent to all
members and shall require a three-fifths vote of a quorum of members of those
valid returned ballots to uphold the petition to dissolve.
SECTION 2. DISPOSITION OF ASSETS
Upon the dissolution of the corporation, the Board of Directors shall, after
paying or making provisions for payment of all liabilities of the corporation,
dispose of the assets in a manner appropriate to Pacifica's mission or to such
organization or organizations as shall at the time qualify as devoted to the
Pacifica Mission.
SECTION 3. NO BENEFIT SHALL INURE TO ANY MEMBER, DIRECTOR, OFFICER OR EMPLOYEE
OF THE CORPORATION
No member, director, officer, employee, or other person connected with the
Foundation, 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 Foundation 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 and bylaws of this corporation and not otherwise.
ARTICLE SIXTEEN PARLIAMENTARY PROCEDURE As to any matter not herein specified, Robert's Rules of Order (revised edition)
shall apply.
ARTICLE SEVENTEEN AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS SECTION 1. AMENDMENT OF BYLAWS
A. POWER TO AMEND
Subject to any provision of law applicable to the amendment of Bylaws of public
benefit nonprofit corporations, these Bylaws, or any of them, may be altered,
amended, or repealed and new Bylaws adopted as follows:
(1) Subject to the power of members, if any, to change or repeal these
Bylaws under Section 5150 of the Corporations Code, by approval of the Board
of Directors unless the Bylaw amendment would materially and adversely affect
the rights of members, if any, as to voting or transfer, provided, however,
if this corporation has admitted any members, then a Bylaw specifying or
changing the fixed number of directors of the corporation, 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; or
(2) By approval of the members, if any, of this corporation.
B. VOTING AND RATIFICATION
In order to be adopted, any proposed bylaws amendment must:
(1) 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, Directors voting by mail ballot must attach
an exact copy of the proposal being voted upon to their ballots; and
(2) any bylaw proposed by the members, or 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.
SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION
Amendment of the Articles of Incorporation may be adopted by the approval of
the Board of Directors and by the approval of the members of this corporation.
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 2/3rds majority of the votes representing a quorum
of the members, or class of members, as applicable, voting by written mail ballot.
###
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.
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