2007-09-14 Approved Minutes for PNB Public TeleconferenceMeeting

Absent: Berthold Reimers (BR), Sarv Randhawa (Sarv), Rip Robbins (Rip), Thomas Ruffin (TR).

Proposed Agenda

1) Roll call and approval of agenda (10 min)
2) Bylaws amendments on Delegate Terms and Term limits (30 min, 15 min for resolution on term, 15 for resolution on term limits)
3) Consideration of recommendations from working group on issues related to balloting for membership on bylaws amendment (20 min)

12:27 am. AL moved to adopt agenda. MB 2^nd.
BL: Add implementation item from last week: CP's proposal
LD: Add Steve Brown issue (10”)

12:29 am: Agenda approved as amended.

12:32. Bylaws Amendments: BL summarizes proposed bylaws amendments, asks to dispense with reading of full text.

12:47 am. AL moved to postpone until the next PNB meeting. AB 2^nd.

1:11 am. Motion to postpone passes 8Y, 7N, 1A.

Y: AB, EB, AL, BL. SR, WS, MW, LW.
N: MB, LB, CH, RLF, MP, LT, DW.
A: LD.

1:12 am. Ballot Construction. BL and CP presented the proposed ballot layouts (see Appendix). CP; stressed the need for volunteers to write arguments for and against the various options for inclusion in the ballot pamphlet.

1:23am. BL motion: Resolved that the PNB delegates the authority to choose and coordinate the writers of arguments for and against various bylaw amendments in the 2007 balloting to the NES in consultation with the PNB Working Group on Bylaws Issues. MB 2^nd. Passed without objection.

1:29 am. Implementation. Motion (CP proposal of 9/7/07): The Pacifica National Board determines that the proposed bylaws amendments concerning Delegate term length and term limits, if adopted by the membership in 2007, will be applied as follows to Delegates elected in 2007:

1. The overall intent of the proposed bylaws amendments is that if adopted:

a) if an extension of terms to four years is adopted, it would apply immediately to Delegates elected in 2007 and thereafter, and

b) any changes to existing term limits adopted by the membership would take effect at the end of the terms served by all Delegates.

2. The Pacifica National Board affirms the August 22, 2007 Ruling of the National Elections Supervisor regarding term limits, which reads:

Delegates who were elected to a short term in February 2004, then subsequently re-elected to a full term later in 2004:

(a) May run for re-election, but are subject to the term limits currently in the Bylaws. If re-elected, these delegates would be required to vacate their LSB seats no later than 6 years after the date that they first took office

(b) If vacating office prior to the Elections Close Date in 2009, would be replaced by the alternate next in line from the 2007 election, and if vacating office on or after the Elections Close Date in 2009, would be replaced by the alternate next in line from the 2009 election.

That ruling will be applied only if the membership adopts no change to existing term lengths and limits. If another option is adopted (thus repealing the current six-year term limit), Delegates in this category will be entitled to serve out a full term. If the membership adopts a 4-year term, they will be entitled to serve until the 2011 elections. If the membership retains a 3-year term, they will be entitled to serve until the 2010 elections. At the end of that term, they will be subject to whatever term limits (or absence of term limits) are adopted by the membership in 2007.

3. Delegates who were first elected to a full term (two years and nine months) in February 2004 and then re-elected to a second term in 2006 will be eligible to serve out their full three-year term through the 2009 election, regardless of any bylaws amendments concerning length of terms and/or term limits that the membership may adopt in 2007. Beginning with the 2009 election, such Delegates will be bound by whatever term limits (or absence of term limits) are adopted by the membership in 2007.

4. Delegates who were first elected and seated in December 2004, or who have served two years or more of the 2004-2007 term as a Delegate, and are re-elected in December 2007:

(a) If a 3-year term is retained, will be eligible to serve until the 2010 election, at which time they will be bound by whatever term limits (or absence of term limits) are adopted by the membership in 2007.

(b) If a 4-year term is adopted, will be eligible to serve until the 2011 election, at which time they will be bound by whatever term limits (or absence of term limits) are adopted by the membership in 2007.

5. Candidates who are running for election, not re-election, as Delegates are immediately subject to whatever term lengths and term limits (or absence of term limits) are adopted by the membership in 2007.

1:40 am. DA

1:47 am. Steve Brown Issue.

1:54 WS motion: Resolved that the PNB Coordinating Committee come up with a policy for approval by the PNB to clarify the role of board members, staff and other members of the foundation in soliciting and delivering memberships and donations to the Pacifica Foundation. MB 2^nd.

2:01 am. BL moved to postpone the vote on this issue until the in-person meeting. LD 2^nd. Failed 6Y, 6N, 1A.

Y: AB, LD, RLF, BL, MP, LT.
N: MB, LB, CH, WS, DW, LW.
A: BL.

2:05 am. WS Motion. Passed 10Y, 1N, 2A.

Y: MB, LB, CH, RLF, MP, WS, LT, DW, MW, LW.
N: AB
A: LD, BL.

2:08 am. DA announced the purpose of tonight's executive session: to deal with confidential personnel matters related to the Executive Director search.

2:11 am. Meeting adjourned.

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Appendix:

To make things easier, here is a narrower choice of options -

Ballot sample D combines part of the former B and C.

Both contain the "no term limits" vote, but that can be removed by the board's vote.

For those of you without a PDF reader (eg, Acrobat), here is the text from A followed by the text from D.

PACIFICA BYLAWS AMENDMENTS

Pacifica Bylaws currently provide for the election of Delegates to Local Station Boards 2 out of every 3 years. A proposed Bylaw amendment would change that to 2 out of every 4 years, with elections in odd-numbered years to avoid presidential elections.

That amendment would also change Delegate terms from 3 years to 4 years.

The current term limit is two 3-year terms, in no case more than 6 years.

Please number your favorite combinations of Delegate term lengths and term limits:

4 year term, single term of office with a 2 year break between each term served

4 year term, allow two consecutive terms, with a 2 year break after two terms served

4 year term, no term limits

No change in Bylaws:

3 year term, 6 year limit, with 1 year break

BALLOT SAMPLE "D"

PACIFICA BYLAWS AMENDMENTS

Measure 1 Election Frequency and Term Length

Shall Local Station Board elections be held in odd-numbered years in order to avoid conflicts with national elections, and shall Delegate terms be lengthened from 3 years to 4 years in order to maintain a

staggered rotation of board membership?

-OR -

Shall the Bylaws remain unchanged with elections held 2 out of every 3 years, a 3-year term and a 6-year limit for Delegates who can run again after a one-year break?

Measure 2 Term Limits (if 4-year term is adopted)

Shall Delegates be allowed only one four-year term of office

before taking a 2-year break from serving on the board?

Shall Delegates be allowed to run for re-election to a second

four-year term before taking a 2-year break from the board?

Shall Delegates be allowed to run for re-election without term limits?