Apologies for name misspellings.
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David Fertig, Carol Spooner, George Barnstone, Leslie Cagan,
Robbie Robinson, Janice K Bryant, Ray LaForest,
Jabari Zakiya,Charles Smith, James Ferguson
Not present: Teresa Allen, Pete Bramson, Bert Lee,
Marion Barry, Dick Gregory
Meeting convenes 9:25 am
Chair Cagan - Recaps last evening's meeting. Public
and iPNB board comment sessions were good and useful.
Reminds everyone that we need to get through the work,
to stay focused.
Robinson will present the Pacifica bylaws drafts consolidation - revised.
Then key controversial items will be discussed first.
Robinson gives props to tech crew with some confusion.
Presentation of Pacifica bylaws drafts consolidation - revised
Robinson - This is not a new draft, but a
compilation. Explains key of
different text formatting for different
categories of bylaws items
and what some of the main items are.
Alot of items could be argued to be procedural - better suited
for policy manuals etc, but such things
have always been in the Pacifica bylaws.
Cagan - Will begin ARTICLE THREE, section 2, A:
SECTION 2. RIGHTS
A. ELECTION AND RECALL OF DELEGATES AND
DIRECTORS NO DISCUSSION ON RECALL
(1)The Listener-Sponsor Members of a radio
station area shall have the right to elect
Delegates to sit on the LSB and, as such,
to elect Directors from their radio station area
to sit on the Foundation Board. They 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 Article 5 of these Bylaws
and consistent with the provisions of Section
5222 of the California Corporations Code.
The removal by the Members of any Delegate
who is also serving as a Foundation Officer
or Director shall serve to remove that
Director from the Board of Directors and
from all offices of the Foundation.
(2) The Staff Members for each station area
shall have the right to elect Delegates to sit
on the LSB and, as such, to elect Directors
from the radio station area to sit on the
Foundation Board. They 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
Article 5 of these Bylaws and consistent with
the provisions of Section 5222 of the California
Bryant - Is it clear what "delegates" are?
Spooner - Clarifies. A delegate is a local station board member.
Some discussion as to clearly defining terms before
using them. It is agreed with Ferguson's suggestion that
definitions should go in the beginning of the document.
Spooner - Points out flaws in the language. It should read
that the members elect the delegates and the delegates
elect directors to the national board.
Offers clearer language regarding this.
Zabari - Question of process; will decisions at this meeting
be straw polls or final bylaws language?
Cagan - Basically straw polls, a
lawyer will have to review
Zabari - Concerned about the definition
of members and delegates
duties and activities are not yet in bylaws.
He has some ideas for roles. Would like
to have philosophical
discussion on that now because it affects
all the other sections.
Spooner - This section discusses rights of members.
Zabari - Wants to discuss and clarify
Cagan - Agrees that they will have brief
discussion as this does affect everything else.
Zabari - Talks about the
proposal that he made at Oct. D.C. meeting
that requires that there be a solid
requirement of participation and
commitment for in order for
people to become voting members and
people on boards of Pacifica...
Supports bylaws that promotes this.
Cagan - Breaks this down into 2 central
issues for discussion:
- whether there will be elections
- defining a member.
Spooner - The decision for elections was
determined in the lawsuits settlement a year ago.
Let's get on with it.
Chair Cagan allows KhaRabia Rayford (DC) to speak because she wasn't
KhaRabia Rayford, WPFW LAB - Suggestion
with regard to determining that people qualify for membership
and to be on a board: proof of understanding the mission
and stating of a one year goal they would have for the
Chair Cagan - The iPNB needs to settle
this issue of elections or not
so let's have a motion and a vote on
whether or not to have elections
even if it was pretty much decided last year.
Zabari - Yes, but elections can often
produce people who are just
there to sit on a board, not necessarily
there to do the work.
Elections will be a source of strife and
conflict, create a lot of work.
Cagan wants to have the vote, Zakiya request
LaForest - Zabari is right on many points,
but elections will be a positive thing.
Robinson - There has yet to of been a good
governance setup at Pacifica, things are
Ferguson - Disagrees that Pacifica is
bound by the settlement to have
elections. Have some confusion over
Barnstone - Likes Zabari's ideas very much.
Wishes that had come sooner.
Elections will happen.
That Pacifica re-commits there be
That members of Pacifica will elect
local station boards
1 opposed (Zakiya)
Back to discussion of recall...
Robinson - Goes over language
Ferguson - Point of order that is was agreed to go to
Robinson - Goes over language regarding members
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
"Listener-Sponsor Members" shall be any natural
persons (not including paid or unpaid
management or non-management members of station
staff or Pacifica Foundation national
staff) who within the preceding 12-month period:
(1) have 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 (2)
have volunteered a minimum of 3 hours'
work to any Pacifica radio station.
B. STAFF MEMBERS
"Staff Members" shall be: (1) any non-management
permanent paid employee of a
Pacifica radio station, or (2) 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.
RECOMMENDATION: LSBs may choose to
waive the gift or volunteer requirement
for membership by making a determination
of hardship, where the proposed member has
demonstrated an interest in becoming
Fertig - On how to determine member
qualification regarding knowledge
and involvement with Pacifica is tricky.
Not entirely comfortable
with some of the past ideas.
Zakiya - The article doesn't actually
define what a member is.
Bryant - There needs a higher bar for
requirement for staff members.
Spooner - The requirement in the draft
took into account actual experiences at
Cerene Roberts, WBAI - At WBAI the requirement is
10 hours a month and 20 hours every 2 months
Dan Coughlin, executive director - with
the national broadcasts there
have been many people who are not in
any of the five station areas.
It would be good to leave room in
membership for them.
Spooner - Those contributors can
associate with the station who's
website they listen through.
Cagan - The $25 contribution requirement
may be a high for too many
people. Requesting a hardship
waiver is a very stressful thing
for many people. Supports finding a way
to find the broadest definition of
expressing one's connection to the stations,
people should not have to jump through hoops.
Apologizes for not having
specific language. There is also the
issue of management being able to vote.
Spooner - Agrees with Zabari that there
needs to be a clear way of
defining people who have a commitment
to Pacifica. The takeover
by the religious right, for example is
a real threat. $25 or three hours
volunteering a year or requesting a
waiver isn't jumping through
-- brief break to change cd in live recording setup --
Fertig - None of the proposed member requirements
guarantee that the person is committed to Pacifica.
There has to be some leap of faith.
Is flexible about reducing the $25 requirement.
Supports management being able to vote as they
qualify as staff.
LaForest - Agrees that management should be able
to vote. Not so worried about take over from
bottom up (Religious right etc.)
Supports a provision that people could become
a member with a future commitment to contribute
Bryant - Proposes some language.
Cagan - Suggests the word "adjust" to replace the
word "lower" the money requirement in language
suggested (by Donna Gould)
Spooner - Ambiguity invites lawsuits.
Don't get mushy on us...
[cellphone rings loudly]
Ferguson - can cell phones put on vibrator
[laughter and suggestion of handing out vibrators]
Zakiya - something about definition of members...
Fertig - Suggests that contributors receive
a card with the normal mailing that accompanies
a pledge drive which they fill out and return saying that
they are opting to be voting member and
provide contact info so as to not simply mail out
thousands of ballots to people not interested in
participating in LSB elections.
Spooner - The request that Pacifica maintain
a list of all the members with future commitment
(LaForest suggestion above)
is too difficult... why are we wasting
so much time trying to add to all this membership language
with so much work on bylaws to be done?
Ferguson - lower the contribution amount required to $1
Zakiya - members need have a real commitment
Bryant - we already call contributors members.
Let's move on...
Spooner - Moves lowering contribution requirement to $10...?
Robinson - not necessary if LSB can adjust ...
$25 contribution, 3 hours volunteer year, can be
adjusted by LSB on case by case basis
Cagan et al - goes over suggestions for
staff member definitions...
Cagan - questions whether management would be staff, therefore
having staff voting rights.
Spooner - feels that management should
vote as listener-members
Fertig - disagrees, management should vote at staff.
Spooner- there is a legal issue with management voting, and that
management shouldn't be voting on who is their boss.
[ local station boards ]
Bob Lederer, WBAI - there are fundamental
differences in the interests
of staff and management and agrees with Spooner proposal
That management may votes as listener-sponsors
Miguel Maldanado, WBAI LAB - asks about reference in draft to
Section 5222 of the California Corporations Code
Fertig - clarifies that it means that if
you have the right to elect a director , you have the right
to remove them
Cagan - do we need this specific code reference instead
of a general statement that the bylaws conform to CA code.
Spooner - yes, it's specific to member rights.
...discussion regarding including this specific reference
To reference in draft to
Spooner - about retaining next portion regarding
recall [see above].
Robinson - discusses item B. AMENDMENT OF BYLAWS
membership involvement in bylaws amendment process
Spooner - moves that items B and C be removed as this
is addressed in ARTICLE 17. Agreed
Cagan - Reads section APPROVAL, ACQUISITION, OR
DISPOSAL OF MAJOR ASSETS
Bryant - the word "may" should be removed
Spooner - Supports KPFA language with regard
to major assets defined by anything worth more
than $500,000 but supports defining more by items.
...discussion as what to specify
...licenses, land and building, archives,
...discussion regarding whether to include intellectual property
(copyrights etc) and concern with not to overly tying Pacifica's hands.
Cagan - suggest consulting with archives department with regard to
Spooner - the issue is whether the members have the right
to vote regarding acquisition or disposal of major assets
Mostly concerned about the licenses and probably
Leslie Radford has suggested
Miguel Maldanado, WBAI LAB - the issue
is whether the members have the right
to vote regarding acquisition or disposal of major assets.
Cagan - breaks down item
that members has vote in disposal of
that members has vote in acquisition of
Cagan - members having vote on major acquisition
needs more discussion
Zabari - members having vote on major acquisition
Fertig - members should have vote on major
Spooner - with regard to acquisitions,
the laws provides
members with the right to approve mergers.
Concerned with membership being qualified to judge
Cagan - concerned with Pacifica getting hung up
Ferguson - isn't acquisition the same with disposal of assets?
Cagan - yes, but not exactly
Dan Coughlin, executive director - with
Pacifica's dire financial situation earlier this year,
having to have member approval could of
seriously impacted the situation.
...some discussion of this
Zakiya - this is all based on assumption
of lack of trust of Pacifica board and that any of this
in unlikely to happen with out people knowing about it.
Cagan - there is a strong desire thoughout
Pacifica to have member votes regarding major assets.
...more discussion as to details of what
would be included as subject to member votes
Cagan - the sense is that the licenses are the issue
Lydia Brazon, KPFK - disagrees that the local
station boards have been left out of this.
Miguel Maldanado - the LABs should be consulted.
Cagan - clarifies that what's
currently being discussed is the section on member rights
Otis Maclay, KPFT PD - there are different
classes of licenses such as repeaters
LaForest - the LABs should be involved.
Jane Jackson, KPFA area - have to be careful
about acquisitions of licenses as well
Bryant - asks that there be more discussion
and to table member voting rights on acquisitions.
Chair Cagan - it's agreed to table member
voting rights on acquisitions.
Agreed that there needs an additional meeting this
evening at nearby location.
1:15 pm reconvene
Ted Wiesgal, KPFT - concerned with there being
a more precise definition of what is a staff member
Spooner - it's been determined that staff elects staff...
Byant - what is policy regarding on-air campaigning
Spooner - clarifies kpfa policy kpfa policy
Next topic: ARTICLE FOUR: ELECTION OF DELEGATES
Cagan - board really needs to focus and not
be introducing new items at this time
Robinson - recommends adopting KPFA model proposal for
Spooner - reads policy from ARTICLE FOUR: section 2 of the
KPFA bylaws draft on the grid
SECTION 2. NOMINATION OF DELEGATES
A. 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. 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.
C. 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
Cagan - is everyone clear on this?
Spooner - this is pretty much the
process used in the 2 KPFA elections
Bryant - how is elections coordinator chosen?
Spooner- by the local station board
Donna Gould, WBAI area - wants to go
over her hybrid elections proposal
...determined that there isn't a real different
Barnstone - how long is nominating period?
Spooner - 2 months. Supports decreasing that to 40 days
for this first election
David Greene, KPFA elections committee -
Cagan - asks for discussion as to whether to have 10 or 50
...various board members favor 10
Curtis Gray, KPFA LAB - meetings for this process are important
favors less signatures, would facilitate less popular,
yet valuable candidates.
Cagan - can people sign multiple candidate petitions?
for either 5,10,20, 50signatures required to
be a candidate in for local station board
3 for 5
5 for 10
5 for 20
3 for 50
for either 10, 20 signatures required to
be a candidate in for local station board
4 for 10
4 for 20
for 15 signatures required to
be a candidate in for local station board
Cagan - moves on to candidate eligibility, part C.
Already covered elsewhere.
Jane Jackson, KPFA - question on eligibility
Bob Lederer, WBAI area - clarifying
that latest version of KPFA language is that
station/Pacifica management is not eligible
Manijeh Saba, WBAI - requests changing language regarding
middle-eastern people to read "middle-eastern".
Cagan - next section(2) on staff seat eligibility. Language
agreed. [see above]
Cagan - SECTION 3. - size of local station boards
SECTION 3. SIZE AND COMPOSITION
OF LOCAL STATION BOARDS
Local Station boards shall include
between 18 and 24 members, "Staff Members" shall
comprise one-quarter of the membership.
(SUGGEST: grant LSBs authority to amend
maximum size of membership by affirmative
vote, upon notification of Foundation
Debbie Campbell, KPFT area - suggest minimum of
20 because it is divided by 4
[four is important because it is
proposed that 1/4 of the LSB will
be staff seats]
Lydia Brazon, KPFK - suggest using a range
for staff percentage of LSB
...not supported by iPNB
Donna Gould, WBAI area - supports a larger
number at top of range
Fertig - some concern about using a range
Spooner - range allows for flexibility at local level
Next: SECTION 4. DELEGATES' TERMS
OF OFFICE, ELECTION CYCLE
A.Delegates’ terms of office on the
LSBs shall be three years.
B.The delegates’ terms of office shall
be staggered. LSBs elections need not be
C.The term of a Delegate shall be three
(3) years. A director may serve two (2)
consecutive three-year terms. A Delegate
shall not be eligible for further
services as a Director until one year has
elapsed after the termination of the
Delegate’s second consecutive three-year term.
David Greene, KPFA election coordinator - Recommends 2 year terms
with 2 elections held every 3 years: 1/3 the board, 1/3 the board
then a larger election (more greatly facilitates diversity)
on the 3rd election
Cagan - Bryant concerned about frequency of elections
with regard to the workload.
Greene - after the first election, it becomes a lot less work.
Barnstone/Bryant - what is the advantage of staggering the elections
so that 1/3 of the board are elected?
Spooner - goes over the advantage of choice voting
Cagan - is there any basic disagreement on staggered elections?
Bryant - concerned with complexity of choice voting
Greene - assures that it works, has been around 100 years
Cagan - any disagreements with B and C? [see above] A: NO.
Bob Lederer, WBAI - Brings up the issue of grandparenting
of current LAB members.
Spooner - supports some grandparenting of listener seats on
station boards, particularly at WPFW
LaForest - WBAI LAB supports grandparenting
Barnstone - grandparenting flys in the face of the lawsuits settlement
Robinson - disagrees with Spooner
Fertig - supports in the interest of continuity
Cagan - doesn't support grandparenting. Current LAB
people should be able to run, and will likely get
Lydia Brazon, KPFK LAB - in KPFK proposal even with grandparenting
there is some election process.
Paul Surovell, WBAI area - actually grandparenting is
lawsuits settlement as it in the KPFA model.
Miguel Maldanado, WBAI LAB - Feels that people should
KhaRabia Rayford, WPFW LAB - supports grandparenting. Badly needed
in WPFW area as situation on the inside of the station
has a very long way to go; people on the air are slamming
the LAB etc.
Cagan - that behavior on WPFW air attacking the LAB has to stop
Spooner - point out that LABs are determining whether or not
they want grandparenting
That up 8 LAB candidates be allowed
to be grandparented
for one year in the first election only
Cagan - needs to be further discussion - later
Fertig - should discuss now...
-- brief break to reload cd recorder --
...agreed to come to grandparenting later
SECTION 5. LOCAL STATION BOARD DIVERSITY
GOALS AND REQUIREMENTS
RECOMMENDATION: In order to fulfill the
Foundation's purposes and principles as
set forth in Article 1, Sections 2 and 3,
the delegates elected to each Local Station
Board shall include at least 50% people of
color and at least 50% women. Each
Local Station Board, in designing an electoral
mechanism, shall also strive to
achieve diversity in terms of disenfranchisement
based on race, nationality,
immigrant status, class, disability, sexual
orientation and age. In order to achieve
these goals, it is recommended that Local
Station Boards implement proportional
representation voting methods in the conduct
of the LSB elections.
Cagan - reads above
Has problem with language "Each
Local Station Board, in designing an electoral
mechanism..." . Supports a uniform elections policy
Spooner - Reads from California law.
It is a legal requirement that the national
board set (uniform) elections policy. She supports
individual station designs for outreach and achieving
diverse candidate pool.
LaForest - the local station boards cannot legally determine elections
policy? A: yes
Spooner - the CA code states that if want to use
cumulative voting, this must be specified in the
bylaws. We need to check if Proportional representation
is permissible, and must that be handled the same way.
Bryant - what is the difference between cumulative voting
and proportional representation?
David Greene, KPFA elections coordinator - explains voting
Spooner - there needs to be language to allow for cumulative
voting if PR isn't allowed.
Cagan- move on this? ...will deal
Presentation of proposed "hybrid" elections model
Donna Gould, WBAI area - reads from her
hybrid elections proposal
that aims at promoting diversity by combing KPFA draft
and constituency model
...involved discussion trying to sort out Gould's proposal
[sorry, couldn't follow/keep up -ed. ]
Barnestone - who determines who the constituencies?
Gould defers to Bob Lederer, WBAI "unity caucus" - The "unity caucus"
is now willing to stand behind the
Gould hybrid elections proposal
The uc still stands behind constituency self determination.
Ferguson - still wants to know who/how the groupings were determined
and how they were weighed.
Lederer - The groups were determined by looking a lot of history
of social struggles in the U.S.
Ferguson - but who chose the categories
Lederer - the WBAI "unity caucus"
Ferguson - how do you define African decent?
Lederer defers to Muntu Matsimela, WBAI uc - anyone with any African
Ferguson/Muntu - have back and forth and debating the issue...
Ferguson - who exactly determined list ?
Mutu - describes uc - diverse list of listeners, staff
Ferguson - has no problem if groups/constituencies chosen
were actually represented on uc.
Barnstone - how was number of seats for each constituency determined?
Lederer - that can be determined by the LABs with
subject to the approval iPNB
Lydia Brazon, KPFK - Suggests applying the diversity requirement
to the candidate process...
David Greene - opposes the constituency model as it a logistical
nightmare. The hybrid elections proposal would allow 51% of the people
voting to determine various outcomes - same result as winner take all
elections. Why should election be majority rule? Minorities
are represented with choice voting.
Steve Brown, WBAI area - the constituency model's requirement
for registering in a category shut some people out...
Susan Desilva, KPFA - in the direction of the compromise proposal
the solution could be to make the 50-50 diversity requirements
more detailed, referring to specific constituencies...
Paul Surovell, WBAI area - clarifications on hybrid elections proposal
The concept of membership doesn't coincide with what iPNB has
determined and points out problems with some other items.
Chair Cagan - does the board want to continue listening to
comments regarding this hybrid proposal? A: yes...
Ted Wiesgal, KPFT area - legally there is room
for some variation in elections policies area to area
Miguel Maldanado, WBAI LAB - We need to be more
realistic and less idealistic
and keep the elections process simple as possible
so as to be workable.
Michael Pimental - the hybrid elections
process will not pass 3 of the 5 LABs.
[ the requirement for approval ]
Muntu Matsimela, WBAI "Unity caucus" - outreach has been
working at the uc and will work.
The uc is not calling for representatives of
communities that are not in that specific station area.
Margarit Dominique, WBAI "Unity caucus" - it's not true
that we [the uc] wants to support to represent
the Pacifica mission. She wants her community
to be the ones to self determine
who represents them. The excuses that are be
put forth are dishonest.
Cagan - we have 2 basic proposals here...
Bryant - can we modified the %50-50 minimum diversity requirement
to a different number?
LaForest - we should not cop-out and aim higher regarding
diversity. If we cannot do this at Pacifica, how can
we challenge the injustices in the world?
Spooner - if we go with the compromise proposal, then the five LABs will
have to come up with procedures to be approved by the iPNB.
proportional representation really is the best proposal for a
constituency to self determine their representation...
Bryant - the main reason for the
hybrid elections proposal
is to bridge the gap between proposals.
Fertig - the main point is to come up with a system that will
work. Supports diversity requirement on the pool of candidates.
Against altering the outcome of the election with respect
to requirements. Supports KPFA proposal.
Robinson - Supports being flexible and letting WBAI area take a vote
and try a separate system.
Spooner - Experimenting is less attractive to her because of the approval
required every time elections procedures are changed. Proportional
representation really is the best system for true intent
Fertig - The hybrid proposal does [will] only have only class of members
and doesn't have the other legal issues mentioned.
Cagan - has serious disagreements with constituency model,
though fully agrees with intent. There is no disagreement
on the iPNB regarding diversity issues, but with the method.
She still disagrees with the hybrid elections proposal.
Feels that combining diversity with Proportional representation
is the best way. Strongly supports uniformity across the
network in elections procedures. There needs some things in common
Bryant - can we atleast raise the bar on requirements (suggested
raise from 50 - %60)
LaForest - this doesn't address the issue
Spooner - This is right. At KPFA election the requirement
for female of color was not met, mainly because shortage
on candidates, a serious outreach problem.
In favor of uniformity of elections procedure
Cagan - calls for suggestions?
Susan Desilva, KPFA LAB - suggests hearing from LABs
Cagan - Hearing from the LAB chairs present wouldn't necessarily
represent the LABs...
LaForest - suggest another straw poll making it clear that
there could be independent elections policy but within
Spooner - All 5 elections procedures would have to be
in the bylaws and would create 5 separate classes of members.
For independent elections policies but within
uniform parameters/guidelines put forth by
the national board. The labs will develop
elections proposal for their areas and submit
them to the iPNB for approval
Ferguson - wants to revisit first straw poll on
whether or not to have a uniform elections policy
revisited: In favor of uniformity of elections procedure
[ A side comment from Staci Davis of the KPFT LAB critical
of James Ferguson draws a "fuck you" from Ferguson followed
by some commotion and an apology to the
broadcast/webcast audience as demanded by Eva Georgia, KPFK
station manager ...]
Bryant - this issue is important, doesn't
Some back and forth on importance of having more agreement
on elections issues....
Fertig - recommends moving to fair campaign provisions
SECTION 5. FAIR CAMPAIGN PROVISIONS (KPFA draft)
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
Cagan - feels that additionally there needs to be
language requiring general elections fairness.
Spooner - addresses previously voiced concern with decision to
require elections coordinator
To adopt above language with amendment that
when a national board person endorses a candidate
that they make it clear that it's not and endorsement
of national board
To adopt above language regarding filling
a vacated seat
DIRECTORS OF THE FOUNDATION
To have the executive director be an
ex-officio non-voting board member
E.POWER AND AUTHORITY
RECOMMENDATION: 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.
To adopt above
SECTION 2. TERMS
RECOMMENDATION (KPFA): The term of a Director
shall be three (3) years. A
director may serve two consecutive three-year
terms. A Director shall not be eligible
for further services as a Director until one
year has elapsed after the termination of
a Director’s second consecutive three-year term.
Some discussion... [sorry folks, having a
really tough time keeping up today - ed.]
Discussion as to practicality of people sitting
on both local and national board
and logistics involved including coordinating national
board member and local board member term lengths and national
board member voting rights on local board if their local
board term ran out while they were still on the national
Spooner and others suggest that a lot of
logistics taken care of by local
boards electing their national board reps yearly.
Barnstone - feels that one year terms too short,
works against continuity
... more discussion on logistics of coordinating local and national
MOTION: directors serve for year one year term up
to five consecutive
MOTION: directors serve for 3 years
and if term on their local station board
expires during their national board term, they may serve
as ex-officio voting member on local board
Some problems because this could increase the number of
local board beyond limit.
Spooner - offers that up to 3 ex-officio local board members
beyond the limit of 24 be allowed
5:00pm dinner break 5:00pm
7:28 meeting reconvenes at Leisure Learning
Center near hotel
Chair Cagan - suggest skipping ahead to some less
controversial items starting with:
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. TIME AND PLACE OF MEETINGS:
Robinson reads from draft
RECOMMENDATIONS: Below proposals on
"Accessibility" are from the draft bylaws
submitted by David Fertig; those on open
meetings were suggested by listener
activists. Other language in common derives
from the KPFA bylaws proposal. Key
differences require the board to adopt
language for "Time and Place" and
Spooner - from clarifies from KPFA draft which suggests
3 national board meetings a year: March, June
Fertig - supports 4 meetings a year
Cagan - supports 3 meetings a year. Jan May Sept.?
If Pacifica is working well, more won't be needed.
Will save on cost and resources.
Fertig - it's important for the board members to be
face to face. Bylaws don't usually specify number of meetings,
how about specifying one meeting a year?
Barnstone - agrees with 4 meetings a year.
Dan Coughlin, executive director - National board meetings
take up a lot of energy and is taxing on the national staff.
Spooner - has to be at least 2 meetings a year, favors 3
Three national board meetings a year?
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
...amend this to any THREE members..
SECTION 3. NOTICE: NOT DISCUSSED
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 sent to each member of the Board of
Directors by first class mail, telecopier
or email, according to the preference each director
specifies in writing to the Foundation
Secretary, at least thirty (30) days
before any such
meeting. Special meetings shall require
only 7 days' advance notice, but shall
telephonic notice by leaving a message
at the telephone number given to the Secretary for
such notice by each director, and shall
specify the purpose of the meeting. No additional
business not stated in the notice shall be
conducted at a special meeting. All meetings shall
be announced a minimum of three times daily
on air for five days on all Pacifica radio
Fertig - Refers to his draft version of meetings
notice that also includes provisions to notice
to the public of national board meetings that
helps keeps the PNB public with special meetings.
Robinson - special meetings won't be that common
Spooner - agrees
7 days notice required for special
meetings of the Pacifica national board
SECTION 4. QUORUM:
quorum - %51 plus one of serving 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 voting at the meeting
with amendment: "regularly scheduled meetings"
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
Barnstone - suggest removing
Agreed to REMOVE
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.
SECTION 7. PROXIES: NOT DISCUSSED
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.
SECTION 8. OPEN MEETINGS:
All meetings of the Board of Directors as well
as meetings of the Local Station
Boards and their committees shall be open to
the public, except for discussion of
personnel, legal or proprietary matters which
are legally permitted to be discussed
in executive session, provided that the body
holding the executive session: a)
makes a public statement before the session
begins as to the reason for doing so,
and b) publicly releases, within a reasonable
period after the executive session, a
written summary of the legally disclosable
business conducted during the session.
No person shall be required, as a condition
for attendance at any public meeting
covered by this paragraph, to register their
name or to provide any other
information. All public meetings of the Board
of Directors and the Local Station
Board shall include public comment periods.
These periods for national meetings
shall be not less than one hour, and for
meetings of the Local Station Board, not
less than one-half hour.
Fertig - this is drawn from California law
Zakiya - bylaws bloat. Goes into unnecessary details
Fetig - Put in the part closed sessions because people
have the right to know what went down
Miguel Maldanado, WBAI LAB - supports more specitivity
regarding public comment periods.
Bob Lederer, WBAI - These details address real problems that
have happened in the past and need to be prevented. Needs to
be something regarding the phone meetings.
Cagan - asks for sense of the body
In favor of spelling out details
of open meetings in bylaws
Zakiya - specifying period for reporting
is too much.
Spooner - agrees
In favor of leaving " within a reasonable period "
for reporting on the
business of the executive session
Zababari - against requiring webcast of
Spooner - in favor
In favor of making all reasonable effort
to webcast phone meetings
SECTION 9. ACCESSIBILITY:
All public Pacifica Foundation meetings shall
be held in spaces fully accessible as
defined in the Americans with Disability Act.
Properly closed sessions may be held
otherwise unless this would impair access for
any individual entitled to attend.
Zababari - against requiring this in bylaws.
Shouldn't set up Pacifica for more lawsuits.
Fertig - this is too important
Zababari - adamant
Spooner - supports putting language in
Jane Jackson, KPFA area - Only one need one sentence saying that Pacifica will
comply will all applicable laws
Bob Lederer, WBAI - Urges stronger language
reads disabilities language from statement of principles.
Cagan - suggest putting into bylaws with language
"make reasonable effort"
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. EXECUTIVE COMMITTEE:
Cagan - feels that an executive committee is important.
Otherwise informal cliques will spring up with in the
board to order to get things done. The opposition to having committee
is due to abuses of the past, the concept of an executive
committee is not a bad thing
Coughlin - An ec facilitates communications between managers,
national office and the national board.
The national staff needs a way to talk to the board.
Bryant - refers to KPFA language where executive
committee cannot act without resolution of the
entire national board
Spooner - elaborates on KPFA draft intent
[ From KPFA draft
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. ]
Coughlin, executive director - feels that the ec will need to
have some definite authority
Zabari - asks Coughlin about examples
Barnstone - reads from draft...
Bryant - ec is pointless if they don't power
Spooner - very leery of granting powers to small
group, at least without very definite parameters.
Coughlin - without the structure of a ec there will
likely be less accountability and a reluctance by
the national staff to
bother bringing things to the national board
Robinson - there has a harmful lack of communication
in the past. But do we need a formal ec to as opposed
bringing a few people together when consultation is
Cagan - this has worked fine for this iPNB, but
without a formal ec, it would be too easy for
a single person to usurp power.
Coughlin - who is the executive director accountable
[laughter and mumbles]
Spooner - technically to the whole national board, but
no reason that he/she couldn't dealing with a part of the
board. The ec could coordinate many functions, but they
shouldn't have any more decision making authority
than the executive director...
Zabari - the executive committee would deal with
coordinating getting information and organizing
tasks and committees and working with the
executive director, but don't need an ec so much
Mary Berg, KPFA area- a small group of people having authority
invites abuse as opposed to Spooner is proposing which
is more a traffic directing function. Coughlin exe
Donna McWaters, KPFT area - Recall will prevent abuse
Cagan - suggest calling the executive committee a "coordinating
Fertig - it wasn't the ec that was abusive, it was
Lydia Brazon, KPFK LAB- she has experienced successful
ec's in other organizations. She feels that it was
the specific people that was the problem
Coughlin - lack structure with the old ec
was what allowed abuse
Cagan - does the body feel alright with
changing ec to "coordinating committee" ?
SECTION 2. STANDING COMMITTEES:
Barnstone - runs down list from KPFT draft
Spooner - need atleast finance, governance and
some sort of mission performance assessment committee.
Important to remember that the committees branch out.
Cagan - The KPFK has a definite approach. Should choose
between this or other approach
Leslie Radford, KPFK -KPFK proposal has a committee stucture
that has paralells between national and local levels
in favor of KPFK approach
should there be a finance committee?
should be a governance committee?
Zakiya - asks for clarification
Spooner - reads from KPFA draft
should be a programming committee?.
Spooner - reads from KPFA draft
Leslie Radford- reads from KPFK draft
Bryant - questions role of executive director in programming
committee in KPFK draft
Robinson - it's long been a problem that there is
little national programming. we need a national
Zabari - there needs to be a committee to evaluate
Pacifica's main thing which is programming.
Also supports technology committee.
Spooner - there is 2 primary responsibility of the board
fiscal responsibility, and protecting the assets
Cagan - is it agreed to have a programming committee
of the Pacifica national board?
Cagan - is other recommendations for committees?
Zabari - technology committee with regard to
keeping Pacifica up with advancing communication
technologies - web based and other
Cagan - is it agreed to have a technology committee?
...discussion regarding a Personnel committee - but doesn't do hirings
Cagan - is it agreed to have a personnel committee?
Curtis Gray, KPFA - vertical structure of committees
that integrates all levels of Pacifica is important
Spooner - KPFA language:
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
Cagan - is having having 2 local station board people
Spooner - maybe qualifying a bit in the language
KPFA language on committees [above]
Cagan - Concerns about getting enough done this weekend.
gotta start on time tomorrow
People are in a better mood this evening having made some
quick progress on the non-controversial items.
This afternoons session was discouraging with
all the wrestling over the big issue item of elections.
The resulting votes seemed to disregard much of the
excellent logic of KPFA elections coordinator David
Greene and others who explained how the KPFA elections procedure
really does serve the concerns of all the various interests
participating in this debate and is much more practical than
alternatives being insisted upon. Stay tuned...
Roger Manning, NYC