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Houston DAILY REPORTS and Documents | iPNB Houston meeting info
Daily notes from the iPNB meeting
on bylaws, Houston
11-24-02


11-24-02: Sunday

Apologies for name misspellings.
Send corrections to

Directors present:
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 9:30 am 

Chair Cagan - goes over what's left to 
be covered in Pacifica bylaws drafts consolidation
A1s, A4s5, A5, grandfathering issue

Jane Jackson, KPFA area - asks for clarification on question of
eligibility and diversity requirement

Bob Lederer, WBAI - CA law - SA5S1c needs to examined also

SECTION 3. PRINCIPLES, POLICIES AND PRACTICES 

Cagan - aks Lederer to present

Bob Lederer, WBAI - Presents Statement of principles
Proposal in 2 parts. The first, a preamble which  doesn't re-write
Articles of incorporation but reinforces them.
The 2nd part, a set of binding items, is like a bill of rights.

Cagan - reads from the pre-amble:

The Pacifica Foundation will maintain a strong 
noncommercial radio network that: 
a. is committed to peace with social justice 
b. offers progressive political information and analysis 
as a tool for positive social, political,
economic and cultural change; 
c. promotes the most progressive currents of culture, 
arts and ideas and provides a venue for
non-mainstream artistic presentations that are rarely 
heard on other electronic media; 
d. exposes injustice and inequality of all types, both 
nationally and internationally; 
e. educates about the fundamental role of capitalism, 
corporate globalization and global
apartheid in the ecological, social, political and 
economic devastation of this planet; 
f. recognizes the critical importance and provide an 
outlet for the global grassroots movement
for human rights, social and economic justice and 
sustainable development to the survival of
this planet; 
g. advances the self-empowerment and self-determination 
of exploited, oppressed and/or
disenfranchised communities, populations and nations; 
h. respects the rights of all workers to be treated 
equitably and respectfully; 
i. encourages the free expression of controversial,
 marginalized opinions; and 
j. seeks to involve in its governance and 
operations individuals committed to these broad principles.

Barnstone - Has a problem with item e. Disagrees with a negative
blanket reference to capitalism

Fertig - Likes A and J, but the rest has got 
to go. This is a statement of a specific political prospective. 
Pacifica is above being simply a leftist organization.
Agrees with the principles, but not for having them in
the bylaws.
[applase]

Ferguson - Appreciates D - exposes inequality. A and J
are good, the rest are rather out there.

Spooner - - Doesn't want to go from the artfully, beautifully written 
broad statement of purposes in the Articles of incorportaton
to specific bylaws language that's signifigant to us today
when things may change years for now. The current Articles 
incorporates all of this. These principles will actually end 
up limited us, not opening up horizons.
Prefers not to do this
[ applause ]

Smith - Agrees with not making political statements in 
the Articles of incorporation.  Agrees with Spooner in
keeping it broad.

Cagan - Agrees with principles presented but has
a problem with statement in general and in
specific areas. Agrees with Spooner that the 
mission is flexible with very well written.
Doesn't want to adopt this pre-amble.
To adopt any of the language would be a very
involved process. Unnecessary, at least at this point.

Berrisford Jones, WBAI area - Has distributed statement
proposing a slight addition to the end of the 
mission statement
... it's critical that Pacifica has
a guide to alert to them to their responsibility in
informing the public to the truth regarding
the destructive policies of the powers that be.

Cagan - we have 2 things presented...

Fertig - supports adding items A and J
be added to section ARTICLE ONE section 3
of the bylaws
a.is committed to peace with social justice; 
j.seeks to involve in its governance and operations 
individuals committed to
these broad principles. 


Straw poll: for adding A and J from the 
proposed statement of principles preamble
[ see above ]

6 for
1 against
3 abstain


LaForest - interested in adding some other items

Spooner - the more specifics, the more problems
We have a wonder statement of purposes and to add
to it is a mistake
[ applause ]

Cagan - Agrees. Asks for a straw poll as to whether the
iPNB wants to continue discussing proposed preamble items
further. [ LaForest is trying to inject, - 
he came in lateand has missed some of the discussion ]


MOTION: to continue discussion of preamble?
2 for 
the rest aganinst


Cagan - in current bylaws draft goes to:
	SECTION 3. PRINCIPLES, POLICIES AND PRACTICES 
RECOMMENDATION Hybrid Statement Consisting of: 
KPFK UNITY CAUCUS COLLABORATIVE PRINCIPLES 
The activities of the Foundation are supported by 
communities of listeners,
volunteers, paid and unpaid staff and contributors. 
Because the basis of the
Foundationís governance is democratic, 
and because of the primacy of the tradition
of volunteerism in the Foundation, all 
of the roles and relationships within the
Pacifica communities should promote 
collaborative processes, where to the greatest
extent practicable, all affected persons 
are consulted and given an opportunity to
be heard, both within the structure of 
governance, and in the management of the
Foundation. 


Zabari, Spooner - Are against considering this language
for the bylaws.

Straw poll: to not use statement of 
policies and practices
6 for
1 against
3 abstain


Cagan - reads proposed binding policy (8)items from
Statement of principles

Bryant - What does binding policies mean?

Bob Lederer - The aim to establish a sort-of bill
of rights that are in the bylaws and hard to remove

Zabari - has a problem with item 8

Barnstone - agrees with Zakiya. Item 4 diversity requirement
would exclude white males. 

Zabari - moves that these binding policies not
be part of the bylaws

LaForest - but what about the provision against
the gag rules?

Fertig, Spooner - these are good, but for policy manual,
not bylaws

Lederer - Item 3 [accessibility] has already been supported
by the iPNB

MOTION: to NOT have these binding policies 
be part of the bylaws

for 8
against 1
abstain 1

Spooner, Cagan Article 1, section 3 should be called
"Principles"

Cagan - Moves on to local station board diversity goals
- article 4 , section 5

Barnstone - asks about some item that turns out of
been scratched.

Debbie Campbell, KPFT area - is there anywhere in the
bylaws that states that the bylaws will be augmented
by various policies of the board? 

Cagan - That doesn't need to be stated in the bylaws.

Cagan - ...Asks people to sit until called on...
This [elections processs] is a tough, controversial 
subject. There was much dicussion yesterday, asks people
not to revisit everything that's already been said
Two main issues: uniformity of elections procedures 
thoughout the network and what the election process
would be.
There's is a new compromise proposal to be presented.
Calls Paul Surovell to present, though allows 
Berrisford Jones to speak first.

Berrisford Jones, WBAI - [ forcefully, brilliantly and somewhat
disruptively ] clarifies that the WBAI
bylaws subcommittee as well as 500 WBAI listeners and staff
are overwhelmingly OPPOSED to
the constituency model
[ Cagan starts to interupt, but 
Berriford continues ] It is wrong to treat the constituency model
as if it is the choice of the WBAI bylaws committee.
[ applause ]
Why is the iPNB considering giving WBAI the right to 
chose their own elections policy when that is not the wish
of the WBAI bylaws committee?
Also, although Gould's hybrid elections proposal
is well intended, if the constituency model is illegitimate it
is as well. Comments on iPNBs' inconsistancy in their votes
regarding a requiring universal elecions policy
thoughout Pacifica.
Feels that the WBAI bylaws committee would reject Gould
hybrid model...

Cagan - The compromise elections proposal about to be 
presented was put together last night and is not the
Gould hybrid model. Let's hear what the proposal says
and take some other comments as well.

Paul Surovell, WBAI area - presents new compromise
compromise elections proposal where Local Station 
Boards would adopt the KPFA model 
and have the OPTION to  follow the general
50-50 diversity requirements but additionally 
set aside categories 
for specified constituencies. David Greene's (KPFA elections
coordinator) analysis is this is workable.

Miguel Maldanado, WBAI LAB - the intent of this
is that it brings people together

LaForest - who was involved in developing
the proposal?

Surovell - the "WBAI committee for
a Unified Membership" [ a new organization of
which is a key part of ]

Smith - how many people in the in the WBAI area?
How do we address the changing population dynamics
in the future?
How does one determine the specific categories?

Spooner - This is a compromise proposal that doesn't necessarily 
have agreement from the many people in NY that are 
against the constituency model. 
Goes over Surovell proposal for clarification.
It's basically the same as the KPFA model except
that the Local station boards would have the option to
implement some additional diverisity measures in the 
form of setting aside up to 5-7 catogories.
It is a workable system according to KPFA
elections coordinator David Greene.

Smith - The policy should be adaptable to future circumstances 
such as the dynamics of a new listening areas if Pacifica 
has growth.

Spooner - Bylaws need to be specific enough in order to be
enforceable. Any diversity requirements would have to 
enforced network wide. This proposal also offers optional
diversity policies to the stations.

Zakiya - In any election there is finite seats and there
will be struggle. Diveristy is desirable but this proposal
doesn't address the main issue with elections is 
to come up with candidates that meet the main requirement 
which is supporting the Pacifica mission.. This specifying
categories is unworkable. They really don't  need 
to be in the bylaws, but in policy documents.

Paul Surovell - the board has approved most all the elements
in this proposal such as the 50% - 50% diversity goals etc., 
the road block in the process is 
been the effort to address the wishes of some of 
the people("unity caucus") in NYC. This is a proposed
way of getting past that obstacle.
To Smith; the categories would determined by 
an area's demographics and so would shift with changing
times.

Smith - It's critical to also pay attention to the 
implications of the changing demographics.

Cagan - aknowedges that more people want to speak.
Will hear from Byant and LaForest and then get a sense
of the body first.

Bryant - still torn. The issue is finding 
an agreement between 3 factions in NYC.
Admits that she has failed to read  various 
proposals, that she doesn't like to deal with 
these kinds of things, cannot concentrate and absorb
them.
She was against the constituency model, though
LaForest strongly influenced her the other night.
She had felt that the constituency model was too
complex but now feels supportive, though admittedly
in part as a reactionary response to various people's fears 
and attacks regarding the cm.
Supports the concept of self determination, and
believes the constituency model but it's too much at 
this point in time and will have to come later.
Strong desire for language relative to self 
determination of communities in the elections
process in bylaws.

-- brief break for cd change --

LaForest - disagrees with Zabari that this is 
not an important issue. It's not true that 
the NY community is truly against the constituency model.
The recent LAB straw poll showed overwhelming support
for the constituency model.

Fertig - agrees with Bryant that a proposal 
must stand on it own. Against cm in any of
it's forms. We need real diversity, not apparent
diversity which comes not from rules but actual
efforts. Supports KPFA model and choice voting.
We need people who diverse but not only by outward 
appearance.

Zabari - what happens if these proposed diversity requirements 
are not met?

Spooner - explains the procedure in the KPFA model

Zakiya - the specific diversity goals doesn't really need 
to be in the bylaws, but in policy document so that
not meeting the requirement wouldn't put the boards 
in violation of the bylaws

Cagan - She has been against the constituency model
from early on, but has never considered it "evil."
The key to achieving the goal of the cm
is OUTREACH.
[big applause]
Doesn't consider the cm workable.
Is interested in unity in the network.
Interested in examining the Surovell compromise proposal because it
works toward that.
Feels that there has not been an adequate understanding
of proportional representation because it really can meet
people's goals[big applause]
Strongly interested in Surovell compromise proposal.

Cagan - Many people want to speak.  Calls for a sense of
the board regarding interest in the Surovell proposal.

3 in favor of pursuing the proposal

...agenda tries to move on

Barnstone - gets some clarification on the Surovell proposal 
election diversity mechanism...possibility of no white men on a board?




[Joke made - "wouldn't be the worst that could happen"
big laughter...]

Zakayia - are we still on article 5, section 4 diversity
goals? Are we still deciding whether to have diversity 
goals? A: it was agreed in previous meeting to have diversity
goals.
The diversity goals must be simple.

Spooner - suggests that they get a sense of the body on proposal

Cagan - focuses meeting and gets a straw poll

Straw poll: for a uniform
elections policy
9 for
1 against


Patty Heffley - the currently proposed
 50- 50 diversity requirement in the KPFA draft is already a 
compromise as there are many people who are against
there being any artificial constraints on the outcome
of elections. Calls for simplicity

Cagan - wants to move the agenda ...

Spooner - the kpfa model has been in
front

MOTION by Spooner
to vote on adopting the KPFA model

NO SECOND(!)

Spooner - this needs to be done

Zabari - no second of the motion. move the
agenda

Cagan - moves agenda

ARTICLE FIVE 
DIRECTORS OF THE FOUNDATION
C. NUMBER 
The Pacifica Foundation Board of Directors
shall have equal representation for each
station.(Alternatives are: fixed number; 
minimum/maximum; revisit formulas in accordance
with network wide national Bylaws conventions.) 

Spooner - clarifies laws etc. reads KPFA draft language

...some discussion as to possible numbers

Spooner - suggests 20 - 23 as number, partly to
accommodate director from affiliates

Bryant - seeks some clarification

Zakaiya - supports smallest possible board
to do work. Need to keep cost down 
supports 15. concerned that 
work and duties are never formally laid out.

Cagan - 5 standing committees established. 
[at last night's meeting]
20-23 not too many considering all the 
work to be done.

Smith - supports a larger board because
of the workload. There are ways to reduce cost
even with larger board. 

Robinson - agrees with Smith

Spooner - restates proposal

20 at minimum, 4 from each station,
3 at large

9 for

[applause]

Cagan - next:
SECTION 3. NOMINATION OF DIRECTORS: 
-covered elsewhere in bylaws

next 
F. DUTIES: 
Review proposals from grid

Robinson - some language in WPFW draft:
The ongoing duties of the Board involve:
compliance with the purposes found in the Foundation's
Articles of Incorporation; compliance with corporate
responsibilities and state and federal law; ensuring that
routine communication with listeners occurs at all
levels of governance; supervision and operation of
Foundation personnel authority for officers, agents
and employees of the corporation; maintenance of
a regular schedule of meetings and execution of
Foundation business decisions as required by the
exercise of Board powers and authority, as above. 

Spooner - reads similar language from KPFA draft:
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.

Spooner - also needs to be item regarding
directors  supplying their contact info as
in CA bylaws boilerplate

Agreed

Zabari - important that it's clear that
the board of directors are the ultimate
power in the foundation for legal FCC and
other reasons. The board members names
are actually on the licenses.

Bryant - prefers that the board is the 
"protectors" of the license not the "owners"

Cagan - Zabari's concerns are covered section E - power
and authority

Bryant - is addressing [Zabari's] potential attitude of
megalomania..

Cagan- 

Straw poll: to approve duties
laid out above
9 for


Some clarification as to yesterday's 
decisions on SECTION 2. TERMS:

Result:
	SECTION 2. TERMS: 
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. 
(FOOTNOTE: Develop language extending LSB 
term in an Ex Officio manner, for any Director whose term 
on the Board of Directors exceeds the term on the LSB with 
up to three such Ex Officio positions permitted.)


next:
B.AFFILIATE DIRECTORS 
RECOMMENDATION Pacifica Affiliate 
stations may nominate candidates for a
Director's seat on the Foundation Board. 
The Board will duly elect one of these
nominees. The affiliate stations will 
apprise the Board of their procedure for
conducting these nominations that shall 
include dispersing information on the
nomination process on a regular basis to 
all affiliate stations and/or conducting a
caucus of affiliate stations at an annual 
community radio conference. In making
these nominees the affiliates will submit a 
list of all affiliate stations and the affiliate
representatives that voted in the nominations 
process to ensure that each affiliate
station is granted a vote for a nominee/s. 

Zabari - Favors eliminating section and
covering this in at large members item

Robinson - Feels that it is essential, acknowledgement
of the affiliates is important and overdue.

Cagan - Agrees. The affiliates are a good way to address the
expressed desire of expansion of Pacifica considering the
current reality of limited resources.

Spooner - reads from KPFA language regarding 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. 

Spooner - likes Robinson language [ WPFW draft ]

Smith - contracts with affiliates may
be a source of conflict of interest with 
affiliate representative on the national board

Spooner - 

Cagan - the core of 

Smith - is participation dictated by board 
membership or in other ways. Having people
from other organizations 

Robinson - the affiliate rates are set, that sort
of thing shouldn't provide conflict of interest.
The point is to connect with more affiliates

LaForest - Have the affiliates approved this
language?

Spooner - Not all have discussed it. She 
feels that that Pacifica, not the affiliates
should elect the reps but the affiliates would 
do the nominating.

Robinson - Rereads above language

Barnstone - is the Grassroots Radio Conference
the only affiliates organization involved?
A: no

Cagan - gives overview the Grassroots Radio
Conference 

Spooner - There is also the NFCB(National Federation of Community Broadcasters) 
with much overlap in membership with the GRC.

Zakiya - Is uncomfortable with determining a specific
item for affiliates... against over 
binding the foundation with details in the 
governance structure. Supports covering the
affiliate directors through the at-large
directors provision.

Spooner - Suggests language defining affiliates
from KPFA language [above]

Ferguson - Makes friendly amendment that
affiliate directors be non- voting. Not acepted
by Robinson, so voted on.

MOTION:
friendly amendment that
affiliate directors be non- voting. 
3 for
6 against
1 abstain

MOTION: to adopt disused
affiliates language for the bylaws 
7
3

12:12 lunch break

[Overall mood pretty good. A lot of people
representing different things getting together
in small groups and discussing things..]

-----

1:15pm reconvene

ARTICLE FIVE 
SECTION 4. ELECTION OF DIRECTORS:

Spooner - suggests adopting KPFA language
regarding nominating adopting the up to
at-large seats which states: 
that 2 local
station boards can join together to
nominate a candidate
an for an at-large director seat 
This helps cover the situation of 
affiliate director seats.

Miguel Maldanado, WBAI LAB - gets clarification

LaForest - What is the recall procedure for
atlarge directors?

Spooner - The law is that people that elect have
the right to remove.

... some discussion on recall. It's suggested that
it could be in the bylaws that the LSBs that 
put the at large director on the board have
the recall.

Zakiya - It doesn't work to say that each station
boards count as one vote in recall or nomination...

...some discussion and attempts at clarification

Cagan - tries to refocus on the intent...

Zakiya - proposes that all the local station board
members vote as individuals, as opposed to the
LSBs each counting as one vote

Mary Berg, KPFA area - 	

Spooner - restates 2 proposals 
2 LSBs by majority vote, or majority vote of all
station board members.
Favors first.

...there's a suggestion of requiring the approval of 
3 LSBs	

Fertig - supports at least an at-large
director from affiliates

Cagan - supports at-large provision	

Spooner - having at-large directors who
are not from one of the 5 station areas
will be helpful in broadening the boards
outlook

Spooner - Restates proposal

MOTION:that 3 local
station boards can join together to
nominate a candidate for
an at-large director seat with a 
simple majority from each of the LSBs

9 for


SECTION 4. ELECTION OF DIRECTORS: NOT DISCUSSED
A.	AT-LARGE DIRECTORS

Spooner - reads KPFA draft language
regarding national board procedure 
for electing 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. 

Zakiya - makes friendly amendment that 
only non-atlarge directors elect 
at large directors

Spooner accepts


MOTION: To accept to the above 

8 for


SECTION 4. ELECTION OF DIRECTORS
B.	STATION BOARD DELEGATES

Spooner - reads KPFA language:

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.

MOTION: to accept this language
with working out dates later
7 for
2 abstain


SECTION 5. DIVERSITY GOALS:
RECOMMENDATION: In order to fulfill 
the Foundation's purposes and principles as
set forth in Article 1, Sections 2 and 3, 
the Directors of the Foundation shall include
at least 50% people of color and at least 50% women. 


Cagan - call the question?

Barnstone - feels that this is racist provision
	
Zakiya - should strike this, impossible to implement
ipso-facto issue

Bryant - calls for %60 minimum requirement instead of %50

Fertig - term "minority" is false. we need to 
aim higher	

Spooner - can solve the ipso-facto issue by requiring
the local boards to be %50 - 50
Wants to keep the requirement at %50 which doesn't limit
it from going higher.
	

Bryant - In an ideal world Spooner is right, but the reality
of the inequities supports her view on more stringent requirements
favoring people of color.

LaForest - agrees with Spooner that %50 is practical.

Spooner - 

MOTION:
In order to fulfill 
the Foundation's purposes and principles as
set forth in Article 1, Sections 2 and 3, 
the local station boards will be
at least 50% people of color and at least 50% women.
the Directors of the Foundation shall include
at least 50% people of color and at least 50% women.

6 for
3 against

SECTION 6. SEATING OF DIRECTORS:

The directors would be seated at the 
annual meeting which shall be in May
 
agreed

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.

agreed			  


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. 


agreed - with amendment that 2/3 vote required

7 for


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. 

Spooner - points out that this duplicates
other portion of the bylaws that adresses recall
of local station board "delegates." Since 
a national board director is also required to be
on the local station board, members 
may recall that director locally.

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. 

agreed			 

SECTION 9. COMPENSATION: NOT DISCUSSED 

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. 

agreed	

SECTION 10. RESTRICTION REGARDING 
INTERESTED DIRECTORS:

RECOMMENDATION (KPFA): 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: 
(1) Any person currently being compensated 
by the Foundation for services
rendered it within the previous twelve (12) 
months, whether as a full- or part-time
officer or other employee, independent 
contractor, or otherwise; or 
(2) Any brother, sister, ancestor, descendant, 
spouse, 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. 

Some joking about the language...

agreed	

...some clarifications

Robinson - MOVES that the iPNB 
board now vote on whether to accept the
KPFA elections model

Seconded. Spooner searches for the
document...
[ some hopeful excitement in the room ]

Cagan - announces details of upcoming
D.C iPNB meeting at which hotel is
a union facilities. Other coordinating
of stuff...

Spooner - reads from the KPFA proposal for elections
from the grid
with some minor updates of various items.
Proportional representation or culmlative voting shall be used.

Anelle Williams, KPFT area - against the %50 requirement in order
to bump an elected candidate to meet diversity requirement, that this
could be an issue in Houston.

Spooner - There needs to some sort on bottom
limit, though choice voting does extremely well to 
make sure people with small bases of support
get seated.

Fetig -  Shouldn't be a problem with choice voting

Cagan - It has been proposed to lower the requirement
to 1/3 from 1/2 for the minimum number of votes that a 
candidate being moved up must have relative to number of 
votes the person being bumped received.

Eve Moser, WBAI area - proposes changing the
50 50 requirement to 25, 25, 25, 25 with
equal for everybody including whites

Bryant - glad for Williams' point



Donna Gould, WBAI area - it should be clear that 
voting now for the KPFA model effectively eliminates all other 
options.

Cagan - There are currently no other proposals
on the table? Is unclear if hybrid elections proposal
was actually voted on yesterday.

LaForest - Wants to table voting on the KPFA 
elections model until there's a clear KPFA document.

[general groans in the room]

Spooner - Supports not delaying this painful
decision. The material has been out for a year.
This process badly needs completion.

Cagan - calls for a vote on whether or not
to table. Allows for some comment.

Lydia Brazon, KPFK - don't table. KPFA model
is a good start for the LABs

LaForest -  a bit more

Muntu Matsimela, WBAI area - 

Bob Lederer, WBAI "unity caucus" - there should be a vote on 
Donna Gould compromise draft as well

Spooner - offers to vote on both KPFA and Gould
compromise models. If both receive a majority
vote, they would both go to the LABs
for approval. 

agreed

MOTION: to table vote on KPFA elections model
2 for
6 against


MOTION: to support KPFA model
6 for
2 abstain

Donna Gould, WBAI - Gives brief review  of her hybrid elections proposal


MOTION: To also send Gould's hybrid model
to the LABs for consideration
4 for
4 against

Cagan - is hesitant as to what to do about the Gould
proposal with the close vote...

Fertig - even though he's against the hybrid proposal 
changes his vote to send the it to the LABs along 
with the KPFA model [general groan] 
because it's a better to have greater inclusion and
choice for the LABs on determining the 
elections policy.

MOTION: To also send Gould's hybrid model
to the LABs for consideration
5 for
4 against

Spooner - Clarifies that even if the iPNB decides
on the the KPFA model, the LABs can reject it.
The decision regarding the Local station board 
elections procedure in now with the LABs.

Cagan - the LABs need to meet before Dec. 6 iPNB meeting
in D.C.

Miguel Maldanado - ....[took a run to restroom here]

Otis Mclay, KPFT Program Director - Invites people still in
town to be on governance program this evening.

Next: Grandparenting (for first elections only)

Robinson - issue of grandparenting not officially 
addressed by WPRW LAB

Straw poll: to support grandparenting
3 for
4 against
1 abstain


Cagan - There is members rights section of KPFK draft
that hasn't been addressed.

Andrea Fishman, WBAI area - points out another missing
item from current bylaw consolidation from Article 17 in the
Fertig draft concerned with protection
of Articles of incorporation 

Cagan - This meeting is coming to an end.
Starts discussing what the plan should be
to complete the bylaws work.

Spooner  - clarifying  that the LABs need to return 
their decision on number of local station board members and
manner of elections.

Cagan - There's only 3 hours at next iPNB meeting scheduled for bylaws, 
do we need a January bylaws meeting? Who can work on putting together
this next draft resulting from the work at this weekends meeting?

Spooner - will work with Debbie Campbell who has pretty much typed
it up on the fly during the meeting.
[ Debbie has truly amazing typing in the amended items as they
happen on a laptop that's hooked into a projection machine 
projecting all the action on to a big screen ]

Ted Friedman, KPFT area - 

Susan DeSilva, KPFA LAB - what is required by the LABs?
A: to meet before Dec 6 and respond to the iPNB
regarding the elections proposals and proposals for the 
size of boards.

Fertig - Suggests that the LABs might get ahold of a pro-bono lawyer
for an opinion.

Cagan - that's it, thanks to all
[applause]

3:12 MEETING ADJOURNED

Editor's note:

...ah, the hell with it.
Maybe I'll write something later...

Roger Manning, NYC


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