From: Carol Spooner
Date: Tue Sep 24, 2002 6:13 pm
Subject: iPNB "sense of board" votes on bylaws

PLEASE FORWARD TO ALL INTERESTED

The iPNB slogged our way through about 6 (out of 52) pages on the bylaws "grid" over the weekend.

It was our aim to find a "sense of the board" on as many bylaws provisions as possible ... and to put those bylaws provisions together into a unified document to send for legal review and to send to the 5 LABs for their responses.

The iPNB will meet again for two days over Columbus Day weekend on Sunday & Monday, October 13 & 14 to continue this process. The place of the meeting will be determined based on what's cheapest (probably Washington DC to save air fares since more board members are in DC).

Let me emphasize that we did not "adopt" any bylaws ... but we are making significant progress towards being in a position to do so ... I hope we will be able to do it at the December iPNB meeting.

Here is a list of the provisions that a majority of those present agreed on (I did not record the votes, because they were not "official" ... but merely a "sense of the board")

Article One -- Identity & Purpose
Section 1 -- the Name of the corporation is Pacifica Foundation and shall be referred to in the bylaws as "The Foundation." (good job!, first things first!)

Section 2 -- fully restates the purposes of the Foundation from the Articles of Incorporation

Section 3 -- Collaborative Relations, or Principles, Policies & Practices -- come back to this.

Article Two -- Offices of the Foundation
Section 1 -- Principle Office ... shall be in Alameda County Calif, or at such other place as the Board of Directors may designate. Section 2 -- Other offices may be in other places.

Article Three -- Members of the Foundation
Section 1 -- Defined -- there shall be 2 classes of members: "listener-sponsor members" and "staff members" We agreed that listener-sponsor members must donate or volunteer to their station, staff members will include both paid and unpaid (non-management) staff.

Single Membership -- members may only vote in one station area, and people who qualify as both listener-sponsors and staff members will be deemed to be staff members.

Waiver of requirements -- donation/volunteer requirements may be waived by the local board for hardship.

Section 3 -- Members' Rights

Members of each radio station area have the right to elect and recall local station board members & to recall any director elected by their station board.

Will revisit other rights -- such as amendment of articles & bylaws when they appear in later sections of the bylaws.

Board majority did not think members should vote to approve acquisition or sale of major assets ... but this will probably be revisited as most felt there needed to be some restrictions on the board.

Members have right to attend all board and committee meetings (except those closed for hearing personnel, legal or proprietary matters).

Members may have the right to and vote on local station board committees.

Quorum: listener-sponsor members -- 10% of eligible voters; staff members 1/3rd.

Record Date for determination of membership: 45 days before mailing ballot.

Proxies: Members may not vote by proxy.

Article Four -- Election of Delegates (Local Station Board Members)
Station board members must be members. Listener-sponsor members may be nominated on the signatures of 10 LS members in good standing. Staff members may be nominated on the signatures of 5 staff members in good standing.

No person who holds any elective or appointive public office at any level -- federal, state or local -- or is a candidate for such office is eligible for election and shall be deemed to have resigned if s/he becomes a candidate or receives a political appointment. (This restriction does not apply to civil service jobs).

The board didn't want to elect 1/3rd of the local boards every year, but does want staggered elections ... so is leaning towards electing 1/2 of the boards (for 3 year terms) 2 years in a row, with one year off.

The board does want minimum diversity requirements for local boards ... but will come back to exactly how that is to be accomplished.

Staff representation on local boards -- 1/4 of the board.

We did discuss the size of the local boards, and decided it could be variable ... but my notes don't record the range (I think it was from 16 to 24 members) so I'll have to go back & listen to the tape recording.

That's it folks. Doesn't seem like much. But, I hope it will go more quickly next time, particularly if we don't spend time discussing whether a particular provision belongs in this article or that of the bylaws, but just discuss the concepts.

--Carol Spooner