[The following proposal will be considered at the Pacifica board meeting in LA this weekend.]

Fellow Board Members --

Attached in Word Perfect and Rich Text Format is a proposal for establishment of a bylaws review and revision committee for consideration at the board meeting this weekend.

You will note that considerable opportunity is provided for listener and staff participation on this committee, through subcommittees in each of the 5 signal areas. I believe some of our best minds are in the listening communities ... that Pacifica pioneered "listener-sponsored" radio and should be mindful of the views of our listeners as well as our producers and staff members who do the work. I am aware of several community groups around the country that have already given considerable thought to these issues. There are also several legitimate competing interests and points of view that will require open hearing and careful consideration ... and compromises will be needed if we are to move into the future with a new spirit of collaboration, respect and excitement.

The timeline is tight. With hindsight, I believe it would have been better if we had gotten started on this project at our January meeting. In order to avoid the potential of further litigation concerning Pacifica's bylaws, it will be necessary to approve bylaws and elect new LABs by December 29th (12 months from the date of the first iPNB meeting). So we must certainly get started now and move as quickly as possible.

Even so, I hope that we will have a full and thoughtful national dialogue on the best way to restructure Pacifica -- the proper balance and distribution of authority and control between and among 5 "community" radio stations, and a national Foundation with specific purposes, programs, and responsibilities -- in order to preserve and protect this Foundation and to foster a creative and vibrant media alternative for many years into the future.

This work is long overdue. I don't believe a comprehensive review of Pacifica's bylaws has occured for more than 20 years.

I would be pleased and honored to chair this committee.

Carol Spooner

In case you can't open either of the attachments, the text is pasted below.

PROPOSAL FOR ESTABLISHMENT OF A BOARD COMMITTEE TO REVIEW AND DRAFT PROPOSED REVISIONS TO THE PACIFICA FOUNDATION BYLAWS

Under our legal Settlement Agreement this interim board is charged with the following obligations:

3.b. Amendment of Bylaws. The Interim Board will fully review and revise the Pacifica Foundation bylaws to conform with legal requirements. This review will be done in consultation with the LABs and the listening community in all five station areas. Any bylaws concerning the number or manner of election of directors and/or LAB members must be approved by majority vote of three (3) of the five (5) LABs. In the event that the Interim Board and three (3) of the five (5) LABs cannot agree on the number or manner of election of directors or LAB members within the 1-year time limit, or any extensions of that limit, then the dismissals of the Adelson and/or People ex rel. Spooner actions may be vacated against the Foundation for the purposes of obtaining a judicial determination of the issues raised in those actions concerning the membership of the Foundation and the validity of the bylaws and Articles relating to the number and election of directors and/or LAB members, as described in Paragraph 5.

3.c. Develop a comprehensive plan for, and oversee, elections of members of the LABs, pursuant to new bylaws, which elections will be held at the end of one year following the first meeting at which the Interim Board is seated and conducts business. The KPFA model will be the starting point for the new bylaws concerning election of LAB members, and will be modified as needed. Guidelines will be issued to ensure access to air and to avoid any abuses that would prevent fair elections.

To carry out these obligations the board shall immediate establish a committee, composed of five subcommittees - one in each signal area -- as follows:

- At least one member of the iPNB from each of the 5 signal areas;
- At least three members from each of the 5 local station boards; and
- All members of the listening public and station personnel (paid or unpaid) who wish to participate and who attend at least three consecutive subcommittee meetings in their station area.

The iPNB shall select a Chair for the Committee who shall be responsible for coordinating communications among the five subcommittees, and an iPNB member from each signal area shall be the Chair of the subcommittee for that signal area.

Each of the five subcommittees shall endeavor to meet weekly in the evenings or on weekends when the most people can attend. The time and place of all subcommittee meetings shall be announced on air several times a day for at least 3 days before each subcommittee meeting, and the Chair of the subcommittee shall make certain that meeting dates and times are also posted to public internet Pacifica-related discussion lists.

By April 15th, each of the five subcommittees shall have identified a list of issues that need to be addressed, and each of the subcommittee Chairs shall distribute their "issues list", with brief written statements of various points of view concerning these issues, to the other four subcommittee Chairs for distribution to all subcommittees.

By May 31st, the committee shall produce and circulate one or more "rough drafts" of proposed bylaws. The subcommittees should make every effort to communicate among themselves, find areas of agreement, and to consolidate their "rough drafts" to the greatest extent possible. The "rough draft(s)" will be circulated to all iPNB members and LAB members, as well as to Pacifica's legal counsel, for review and comment. The rough draft(s) shall also be posted to the Pacifica Foundation web page.

By July 15th, the committee shall produce a "revised draft" of proposed bylaws, taking into consideration that any bylaws concerning the number and manner of election of LAB members and the national board must be approved by majority vote of at least 3 of the 5 LABs in addition to approval by 2/3rds majority vote of the interim board of directors. This "revised draft" will again be circulated for review and comment to all iPNB members, LAB members, and Pacifica's legal counsel, and will be posted to the Pacifica Foundation web page.

By August 15th, a final draft of proposed bylaws shall be submitted to the iPNB and to the 5 LABs. At least 3 of the 5 LABs must approve, by majority vote, any bylaws concerning the number and manner of election of LAB members and Foundation directors for those bylaws to become effective. All bylaws must be approved by 2/3rds vote of the iPNB to become effective.

The target date for obtaining all required votes of approval is August 31st.

Under the legal Settlement Agreement, the LAB elections must be completed by December 29, 2002 (one year from the date of the first meeting of the iPNB). Based on the KPFA experience, LAB elections will take 3 months to conduct, including fielding candidates, conducting "campaigns", mailing ballots with a 30-day return period, and counting the votes. A new board of directors shall be elected, pursuant to the new bylaws, for terms to commence March 29th 2003.