31 Things About the New Bylaws Proposal

Facebooktwitterredditpinterestlinkedintumblrmail

We have prepared this list to assist both the two remaining LSB’s and the members, if a member election ensues, to analyze some of the things that would change. We encourage attention to items 26 and 29, which we have not heard cited much in the discussions to date. These are presented in the order in which the language appears in the new bylaws draft, not in order of significance.

  1. Location of the Pacifica Foundation national headquarters. They place the headquarters of the national foundation inside KPFA at 1929 Martin Luther King Jr Way when the national office has never been permanently lodged inside KPFA and is in the process of moving to Los Angeles right now.
  2. Price of a voting membership goes up from $25 per person to $50 per person per year. This is a bigger annual donation level to maintain basic voting rights and requires $100 a year from couples if both wish to vote.
  3. Volunteer for membership goes up from 3 hours to 15 hours a year. People who pick up memberships by volunteering in the fund drive room or tabling at events would have to book 5 times as many hours each year
  4. Rolling elections make it easier for out of staters to vote in local elections. Since there would only be one or two elections each year at different stations, people interested in shaping what the board looks like can send in temporary membership donations to stations other then their local one during election years without losing the right to vote at their own stations. This could result in local elections for a station rep being controlled by out of staters.
  5. Lowers quorum to 5% from 10% in any membership election. This includes station director elections (at small stations like KPFT, the quorum for a director election would be about 385 voters) and membership elections for further bylaws changes that affect membership rights like changes in the make-up of the board or the sell, swap or transfer of a station license.
  6. Member petition signature requirement remains at 1% of members. Retaining this absurdly low requirement (which is one of the things in the existing bylaws that should be changed) allows any group of 500 people to compel the Foundation to spend $50,000 to $100,000 on a special election at any time.
  7. Election record date may be set by executive director. This appropriates responsibilities given to an election contractor to the ED who has an interest in the make-up of the board of directors. Pacifica has had member elections thrown out of court in previous years due to improper setting of record dates for reasons of internal politics.
  8. Station Directors may be out of staters and may be political appointees. Local signal areas will only have one national representative. There is no requirement for that local representative to reside in the signal area or have a long-term member relationship to the signal area they represent. The long standing ban on direct political appointees on the Pacifica board is removed.
  9. No paid or unpaid staff on the board. Both paid employees and any member of the unpaid staff including hosts, producers and technical staff are prohibited from board service.
  10. Term limits decrease. National board members may serve for up to 7 years, an increase from the current prohibition of no more then 5 consecutive years.
  11. Election costs increase. With station director elections staggered, one or two Pacifica stations will have a director election every single year so the Pacifica Foundation will have to incur election costs every single year instead of the current 2/3.
  12. Four board vacancies every year. Due to staggering, both at-large and station directors will be elected every single year with 1-2 at large vacancies and 1-2 station director elections occurring annually and the board make-up potentially shuffling by 1/3 each year.
  13. Nomination period for station directors is December 15 to January 15. Sole local elected director nominations will be solicited during one of the busiest times of the year when many people have significant family responsibilities and out of town trips and members will be inundated with fundraising appeals and many ignore their email boxes.
  14. ED may dispense with hired outside election contractors and order board secretary, who can be at-large director or hired employee, to act as election supervisor. This allows at-large portion of the board to control the selection of the station-elected members and potentially puts election supervision under the political control of a segment of the board and may result in botched elections if the board secretary lacks training in the conduct of elections.
  15. If quorum fails, then pre-selected board members can simply select station directors. Should a local election for a station director not reach the 5% quorum, the rest of the board which is dominated by preselected at large directors can simply pick the station’s elected representative themselves from the nominees for the three year period until the next election.
  16. Finance and audit committees are only composed of directors. With an 11 member board, committees will shrink to 3 or so directors each so neither finance nor audit committees will have representation from all 5 station areas. These committees will shrink from 10-15 members to as few as 3.
  17. All vacancies filled by board. If an elected station director resigns, their successor will be picked by the board with a dominant preselected majority, so in the event of a resignation by a station-elected director, that signal area will have no member-elected representative for as many as three years until the next election
  18. Recall petition signature standard drops from 2% to 1%. Signal areas will have to entertain recall attempts of their sole elected director if 1% of the members so request, which means that at a small station like KPFT, 38 members could force a recall election. With one sole elected member trying to represent multiple constituencies within a signal area, that could lead to many, many recall elections, further driving up election costs and increasing board instability.
  19. National board is only required to meet quarterly. This could lead to a pro-forma rubber stamp kind of board. With an at-large majority dominating the board, elected directors would have difficulty pushing for more meetings if the at-large directors are not in support.
  20. Board secretary authorized as an outside hired employee. The board secretary becomes a hired employee of the Pacifica Foundation
  21. Board quorum is the same as the at-large preselected majority. With the board quorum set at 6, the at-large directors have absolute power to take any action they desire with no support needed from the station-elected directors. Quorum is 6 and there are 6 self-appointed directors.
  22. Vice-Chair, Secretary, CFO and Treasurer can all be the same person. There are no restrictions on any board member occupying any and all of these positions simultaneously.
  23. Station-elected directors are prohibited from the board chair or treasurer positions. Some directors are more equal than others. The directors elected by the members may not ever serve as chair of the board or as treasurer of the board, essentially preventing the members from having representational access to the central operations of the Foundation they pay to maintain.
  24. CFO is supervised by the ED. The supervision of Pacifica’s CFO is removed from the board of directors
  25. General managers and program directors, as well as other staff, are removed from indemnification from lawsuits filed against them in the context of performing their work. General managers are no longer automatically indemnified from lawsuits (meaning their legal defense will be paid for by Pacifica). The board may choose to indemnify them and it may choose not too, which can leave managerial employees legally exposed to improper discharge lawsuits.
  26. Automatic indemnification is added for “former directors or officers.” Bylaws add automatic indemnification against lawsuits for all former directors or officers, compelling Pacifica to pay for a legal defense for any former member of the board of directors or ED or CFO who is sued in a lawsuit related to Pacifica activities even after they have left the board or the ED position. The costs for this are potentially staggering.
  27. Bylaws can be further changed by a 2/3 majority of the board on 30 days notice. Further unknown changes may be made to the bylaws, and unless they very specifically impact member rights, no vetting is required other than 30 days notice prior to a vote. There is no freeze on bylaws changes during the period there will only be 6 at large directors, so 4 people have a months long window to significantly change these bylaws again.
  28. Director inspection response time lowered to 5 days. This empowers directors, including at large ones, to pursue court action more quickly if they are not granted access to records they seek.
  29. Removes description of conflict of interest criteria from the bylaws. The specific description of what a conflict of interest consists of is removed from the bylaws and replaced with this language. The new language would specifically authorize the actions taken against the WBAI directors to prevent them from voting on the board. This would make any directors voting rights contingent on the majority agreeing to let them vote. “Conflict of interest arises whenever the personal or professional interests of a Director, a management-level Foundation employee, or their respective partners, spouses, or immediate family members (each an “Interested Party”) is at odds with the best interests of The Foundation”.
  30. Voting period in member elections reduced to 30 days with no extensions. In any member election, whether to elect a station director or to change the bylaws to allow the sale of a station, the voting period is only 30 days and extensions are not permitted if short of a quorum.
  31. Initial elected directors will have staggered terms. Of the five member-elected directors, 2 will have to run again in a year and 2 will have to run again in two years, while at-large directors merely have to be reconfirmed by their colleagues. This will cause the member-elected directors to be distracted with election matters and less able to focus on the Foundation than their self-appointed colleagues.
Facebooktwitterredditpinterestlinkedintumblrmail

5 thoughts on “31 Things About the New Bylaws Proposal”

  1. Many of the changes that you note are very important, and I thank you for the analysis; however, I wish to raise what I believe to be two generic issues not directly addressed that trouble me greatly:
    1. The initial criteria for the selection of the “at -large directors” seem to me to be, at best, vague and unclear. How were these individuals vetted? Were there other “nominees” for any of these positions? If so, how were the six selected? If there were not other nominees, I object.
    2. The changes are many and utterly unexplained. I shall vote no unless and until each change is accompanied by the reasons for and against.

  2. Very comprehensive. “Term limits decrease” title however is confusing, since it really extends the length of time one can serve without interruption as a director (and actually, to 7.49 years, not just 7). Also the term of office itself is extended, from 1 year to 3.

  3. This is good point by point analysis. It does not, however, point out all the bylaws that have been ignored by I EDs over the course of the years that the current bylaws have supposed to govern Pacificia. The most egregious has been the termination of GMs by I EDs and the appointment of replacements both without LSB involvement.
    Another has been conducting LSB meetings without any effort to broadcast or stream said meetings.
    A third has been the failure to announce via our airwaves, the time and place of committee meetings. This last one has kept Pacifica insular. The result has been the aging of our leadership, a reduction of diversity and the moribund state we are in.
    There may be the need for some amendments but right now it would be great to see the current bylaws enforced.

Leave a Reply

Your email address will not be published. Required fields are marked *