- Changing the schedule of Delegate elections in each election year to start
and end earlier, make some adjustments to the intervals between particular
deadlines, and give the PNB flexibility to change the dates if there are extraordinary
circumstances. (However, Delegates would continue to start their terms in
December.) [Sections changed: Art. 3, Sec. 10; Art. 4, Secs. 4A & 5]
- Extending the term of Delegates (i.e., LSB members) from 3 to 4 years –
which would reduce the frequency of elections from 2 out of every 3 years
to once every 2 years, thus reducing the large cost ($200,000 per election)
and disruption of more frequent elections. [Sections changed: Art. 4, Sec.
7; Art. 4, Sec. 8A, Art. 4, Sec. 9, Art. 7, Sec. 2, Art. 7, Sec. 8]
- Offering three options on Delegate term limits:
a. Maximum one term
b. Maximum two terms (current rule)
c. No term limit.
[Section changed: Art. 4, Sec. 8B]
To be approved, change #1 above requires approval by a majority of ALL PNB
Directors (not just those present at a meeting) and a majority of the ALL members
of at least 3 of the 5 Delegate assemblies. Changes #2 and #3 must first be
approved by the PNB and at least 3 Delegate assemblies, and then must be submitted
to the entire Pacifica Membership (both listeners and staff) for a ballot vote
alongside the Delegate elections in October-November, and a majority of a quorum
(10%) must vote “yes” for those amendments to be adopted. On the
last issue – term limits – members will be given a choice of all
three options in an Instant Runoff Voting election.
These amendments have been endorsed by Pacifica’s National Election
Supervisor, Casey Peters, who writes:
“The purpose of moving the election schedule earlier in the year is
to avoid the current overlap with fall fund drives at most stations, which
is harmful for both the drives and the elections. Also, if the quorum is not
met and the deadline has to be extended, that period interferes with the Pacifica
Archives fund drive and Thanksgiving weekend. Finally, the current two-week
extension may be too short in some cases to actually meet quorum.”
“The purpose of switching to 4-year terms with elections in odd-numbered
years is to allow the boards time to settle in and function without their
internal dynamics being constantly interrupted by elections, to alleviate
voter burnout, to alleviate disruption of programming by too-frequent elections,
to reduce financial impact of elections, and to eliminate coincidence of foundation
elections with congressional and presidential elections.”
In addition, the thrust of the amendments (minus some small changes made afterwards)
was recommended by the PNB Elections Committee, which includes both PNB and
LSB members.
These amendments are co-sponsored by the following Directors:
Mary Berg, KPFA
Lydia Brazon, KPFK
Ray Laforest, WBAI
Bob Lederer, WBAI
Sandra Rawline, KPFT
Don White, KPFK
Michael Woodson, KPFT
Below is the text of the proposed amendments to the Pacifica bylaws, preceded
by notes in brackets summarizing the nature of each change. Language to be removed
is shown with a strike-through; new language is
in bold italics.
ARTICLE THREE
MEMBERS OF THE FOUNDATION
SECTION 10. RECORD DATE
[The proposed amendment would change the "record date" –
the date on which it is determined who is entitled to exercise the powers of
members – for balloting only, from 45 days before voting begins to "45
to 60 days" in advance “based on the reasonable discretion of the
National Election Supervisor,” in order to allow her/him the ability to
meet the logistical requirements of compiling voter lists in a timely manner.
This amendment will NOT require a vote of the membership.]
The record date for purposes of determining the Members entitled to receive
notice of any meeting, entitled to vote by written ballot or entitled to exercise
any other lawful membership action, shall be forty-five (45) days before the
date of the special meeting, 45 to 60 days before the day on which the first
written ballot is distributed or made available to the Members (based
on the reasonable discretion of the National Election Supervisor),
or 45 days before the taking of any other action, as applicable.
ARTICLE FOUR
DELEGATES
SECTION 4. ELECTIONS SUPERVISORS
A. NATIONAL ELECTIONS SUPERVISOR
[The proposed change to this section simply adjusts the date for appointment
of the National Elections Supervisor to match the new election timeline proposed
below: while the current by-laws call for the National Election Supervisor to
be appointed in May, the proposed amendment would change the date to March or
"no less than 90 days before nominations are set to open, whichever is
earlier." Art. 4, Section 4, Part B, Local Election Supervisors, would
remain as is. This amendment will NOT require a vote of the membership.]
In May March of each
year in which there will be an election of Delegates by the Members, or
by a date no less than 90 days before nominations are set to open, whichever
is earlier, the Executive Director shall appoint a national elections
supervisor whose role shall be to oversee and certify the fairness of the Delegates
elections in each station area and to confirm said elections' compliance with
these Bylaws. The national elections supervisor shall also oversee the nominations
process, the preparation of the ballots and the counting of the ballots and
shall prepare a written statement reporting the results of every election for
distribution to the Members or posting on the Foundation's and radio stations’
websites. To be eligible for appointment to the position of the national elections
supervisor, said person shall not be an employee of the Foundation or any Foundation
radio station or a Delegate, Officer, or Director of the Foundation or any LSB,
or a radio station staff member, paid or unpaid. The national elections supervisor
should be experienced with election procedures and supervision and preferably
recommended by an organization experienced in elections procedures and supervision.
The national elections supervisor does not have to be a Member of the Foundation.
Upon the completion of and certification of the results for all of the elections,
the national elections supervisor's term shall end.
[ART. 4] SECTION 5. ELECTION TIME FRAME
[The key elements of this amendment:
- Voting would normally take place between August 15 and September 30,
rather than the current October 15-November 15, in order to eliminate conflicts
between elections and station fund drives.
- In the event that a station does not receive the required quorum of
ballots by the scheduled end of the election, the national election supervisor
would be empowered to extend the voting at that station by up to four weeks,
rather than the two weeks allowed in the current by-laws.
- The Pacifica National Board would be given limited power to set a different
timeline in "exigent circumstances." Such a change would require
a 2/3 vote of all PNB members, which would have to take place no later than
November of the year before the scheduled election, and any alternative timeline
established by the PNB would have to meet several conditions intended to safeguard
Members' rights.
This amendment will NOT require a vote of the membership.]
In a Delegate election year, the nominations period
for vacating seats being vacated
shall open on July 25th June 1
and remain open for sixty-two (62) thirty
(30) days, closing on September 25th
July 1. The national and local election supervisors
shall thereafter prepare the written ballots for each radio station, listing
all of the candidates and setting forth all other information required by these
Bylaws. Ballots shall be mailed, or otherwise made available, to the Members
on October 15th August 15
(or the following day if October 15th August
15 is a mail holiday). To be counted, a ballot must be received
on or before November 15th September
30 (the "Election Close Date").
All ballots shall be held sealed until the Election Close Date. If the required
quorum of ballots for any station is not received by the Elections Close Date,
then the Elections Close Date for that station shall be extended by two
additional weeks up to four additional weeks until closed
by the National Election Supervisor. The national and local elections
supervisors shall have up to 15 days after the Election Close Date to count
the ballots and to certify the results to the LSBs, the Board, and the Members,
which results must be reported by December 1st October
15 or, if the Election Close Date was extended, December
15th by 15 days after the extended Election Close Date,
and shall be posted on the Foundation's and the radio stations' websites. If
no quorum of ballots is obtained by the extended date, then those Delegates
whose terms would have expired upon the election of new Delegates shall remain
in office until the next regularly scheduled Delegate election.
If in the year preceding Delegate elections, the Pacifica National
Board determines by a 2/3 vote of the total number of Directors conducted by
email or paper ballot, that the schedule above cannot be executed due to exigent
circumstances, they may by November 30 adopt a schedule subject to the constraints
herein:
- Avoids where possible conflicts between major fund drives and
the period between the close of nominations and the election close date
- Includes a period of not less than 30 days for nomination of
candidates;
- Allows no less than 35 days after the mailing of ballots, on
or before which completed ballots must be received to be counted ("Election
Close Date")
- Provides that all other intervals within the timeline remain
as stated in the preceding paragraph, and
- Allows for seating in December as provided for in Article 7,
Section 6 (B).
[ART. 4] SECTION 7. 2003 TRANSITION ELECTION
[This amendment would eliminate outdated language concerning the 2003 Transition
Election. It would instead specify that a change to four-year terms, if adopted
by the Members in this year’s election, would take effect immediately
– specifically, that Delegates and Associate Station Representatives seated
in 2008 would serve four-year terms.]
Following the adoption of these Bylaws, and consistent with that Settlement
Agreement dated December 12, 2001, there shall be an election for all Delegates
for each radio station area. The interim Board of Directors, by resolution,
shall establish a nomination and election timeframe for said elections, which
timeframe may be shorter and on dates other than those set forth in Section
5 of this Article of these Bylaws.
For this transition election only, the 3 Staff Delegates and 9 Listener-Sponsor
Delegates for each radio station highest ranked in this first election shall
serve for a term expiring December 2006, and the next highest ranked 3 Staff
Delegates and 9 Listener-Sponsor Delegates shall serve for a term expiring in
December 2004. Beginning with the 2004 election of Delegates, Delegate elections
shall thereafter proceed in accordance with the remainder of the provisions
of this Article of these Bylaws.
If bylaws amendments establishing four-year terms are approved
by the membership in 2007, they will take effect immediately. In that event,
any Delegates and Associate Station Representatives seated in 2008 and in future
elections shall be granted four-year terms, and any Delegates and Associate
Station Representatives serving three-year terms in 2007 shall serve their original
terms, subject to the term limits, if any, approved by the membership in 2007.
Consecutive term limitations applicable to Delegates shall also apply to Associate
Station Representatives.
[ART. 4] SECTION 8. DELEGATES: TERMS OF OFFICE; TERM LIMITS
[This Section has two key changes, each in a separate section:
- Elections would take place in every odd-numbered year – i.e.,
every other year, rather than the current pattern of elections in two consecutive
years followed by a year with no election. This change would a) make elections
less frequent, thus reducing the associated costs in dollars and energy, and
b) eliminate overlap between Pacifica elections and normal local, state, and
federal government elections.
- Regarding term limits, the Elections Committee proposes that the PNB
and LSBs give Members a choice among three alternative amendments, here labeled
Options 1, 2, and 3. Option 1 would not allow Delegates to serve consecutive
terms. Option 2 would allow Delegates to serve two but only two consecutive
terms. Option 3 provides no term limits.
These two amendments will each require a vote of the Membership.]
A. A Delegate’s term
of office shall be three (3) years, beginning in December. Terms
of office: Delegates shall be elected in odd-numbered years for a term of four
years.
B. Term limits:
A Delegate may serve a maximum of two consecutive 3-year terms, and in no event
more than six (6) consecutive years. A Delegate shall not be eligible for further
service as a Delegate until one year has elapsed after the termination of the
Delegate's second consecutive three-year term.
3 OPTIONS:
OPTION 1 - NO CONSECUTIVE TERMS
A Delegate shall not be eligible for further service as a Delegate until at
least two years have passed after his/her leaving office. In the case of a Delegate
seated to complete a term vacated by a departed Delegate, service of two years
or more shall be considered a term; service of less than two years shall not
be considered a term.
OPTION 2 - MAXIMUM TWO CONSECUTIVE TERMS
A Delegate may serve a maximum of two consecutive terms. A Delegate who serves
two consecutive terms or who leaves before completing a term shall not be eligible
for further service as a Delegate until at least two years have passed after
his/her leaving office. In the case of a Delegate seated to complete a term
vacated by a departed Delegate, service of two years or more shall be considered
a term; service of less than two years shall not be considered a term.
OPTION 3 - NO TERM LIMITS
There shall be no limit on the number of terms for which a Delegate shall be
eligible to serve.
[ART. 4] SECTION 9. REMOVAL OF DELEGATES
[This amendment is simply an adjustment for four-year terms – it
changes only the next-to-last word of the current Section 9. Under this proposal,
a Delegate removed from office by vote of Directors, Delegates, or Members would
not be eligible for re-election as a Delegate for a period of four years, rather
than the current three years. This amendment will only take effect if four-year
terms are approved by the vote of the membership.]
Any Delegate shall be removed from the position of Delegate, and cease to
be a Delegate, upon the occurrence of any of the following: (A) said Delegate's
death or resignation; (B) upon the occurrence of a disqualifying act, e.g. the
appointment to an elected political office; (C) failure of a Delegate to attend
three consecutive Local Station Board meetings, which absences have not been
excused by a majority vote of the LSB members present at the meetings in question;
(D) upon the fair and reasonable determination, by a vote of all the Directors
of the Foundation, or a 2/3 vote of all the Delegates for the same radio station
as the Delegate in question, at a meeting on said issue, after a review of the
facts, that, in its sole discretion, said Delegate has exhibited conduct that
is adverse to the best interests of the Foundation or the radio station; or
(E) upon the majority vote of the class of Members associated with the radio
station who originally elected the Delegate voting by written ballot in an election
to remove said Delegate, provided that a quorum is established by written ballot,
and further provided that before any such election may be held the Secretary
of the appropriate Local Station Board shall first have received a petition
signed by at least two percent (2%) of the appropriate class of Members affiliated
with that radio station seeking said Delegate's removal due to conduct by the
Delegate that is specifically alleged in the petition to be adverse to the best
interest of the Foundation or the local radio station. In the event of a removal
proceeding pursuant to this Section 9(D) or 9(E), the Delegate must be afforded
reasonable and appropriate due process according to the circumstances, including
notice and an opportunity to be heard at the meeting or in writing if a written
ballot is submitted to the Members. Any Delegate who is removed who was simultaneously
serving as a Foundation Director or an officer of the Foundation or an LSB shall
also be deemed removed from any and all of these positions and from any positions
on a committee that s/he held by reason of his/her role as a Delegate or Director.
Notice of a meeting to remove a Delegate must be given in writing at least thirty
(30) days in advance. A Delegate removed pursuant to this Section 9(D) or 9(E)
shall not be eligible for reelection as a Delegate for a period of three (3)
four (4) years.
ARTICLE SEVEN
LOCAL STATION BOARDS
[ART. 7] SECTION 2. COMPOSITION OF THE LOCAL STATION BOARDS
[This amendment would change only the final sentence of the second paragraph
of this section – it would simply adjust the term of "associate station
representatives" on LSBs to match the term of Delegates. The remainder
of this section would remain as is. This amendment will only take effect if
four-year terms are approved by the vote of the membership.]
Each LSB shall consist of the 24 Delegates elected by the Members for that
radio station - 18 Listener-Sponsor Delegates and 6 Staff Delegates. (Four of
the Delegates for each radio station shall also concurrently serve as Directors
of the Foundation, as provided in Section 3 of Article 5 of the Bylaws.)
In addition, an "associate station," if any, as that term is defined
in Section 8 of this Article, may appoint one representative to the LSB of the
radio station with which it is associated. Associate station representatives
shall be voting members of the LSB; provided, however, that no associate station
representative shall have the right to vote for the election or removal of any
Foundation Director or Delegate nor may s/he be eligible for election by the
Delegates to the office of Director. No LSB shall have more than a total of
three (3) associate station representatives (and no more than one (1) from any
one associate station) at any given time. The term of office of an associate
station representative shall be three years four years, with a term
limit consistent with Article 4, Section 8.
The station's General Manager shall serve as a non-voting member of the station's
LSB.
[ART. 7] SECTION 8. ASSOCIATE STATIONS
[This amendment would simply adjust the term of "associate station
representatives" on LSBs to match the term of Delegates. It would affect
only the final sentence of Part A of this section; Part B would remain as is.
This amendment will only take effect if four-year terms are approved by the
vote of the membership.]
A. A Foundation radio station may choose to associate with any geographically
contiguous community radio station for the purpose of re-broadcasting no less
than seventy-five percent (75%) of that Foundation radio station's programming.
The terms of said association shall be memorialized in a written agreement between
the Foundation radio station and the community radio station, which agreement
must first be approved by the Board of Directors to be effective. Such a community
radio station must produce some local programming, operate under a mission statement
compatible with that of the Foundation and have a democratically elected station
board. Such a community radio station will be referred to as an "associate
station", which station is different from an "affiliate station"
as referenced in Section 4(A) of Article 6 of these Bylaws. An associate station
may be permitted to appoint one (1) representative to the LSB of the Foundation
radio station with which it is affiliated for a term of three four
years commencing in December of the year of appointment, provided, however,
that no LSB shall have representatives from more than 3 associate stations on
its LSB.
B. Associate station representatives sitting on LSBs are subject to removal
by either their own station boards according to their own respective terms of
accountability and appropriateness or by the majority vote of all the LSB (excluding
the vote of the associate station representative in question). The LSB must
notify the associate station board at least 30 days prior to any vote to remove
its representative about any difficulties or concerns regarding its associate
station representative in order to provide said associate radio station the
opportunity to consult with its representative about the LSB's concerns and/or
to designate a replacement representative.
Pacifica National Board 
