PBA1. Proposed amendment to Article Seventeen, Section 1(B) of the Pacifica Bylaws:
[This amendment would permit Directors to propose Bylaws amendments at any
time in a given year, without thereby imposing a restriction (in the form of
a 2/3 vote requirement) on newly elected or returning Directors who may be
seated in January of the subsequent year.]
ARTICLE SEVENTEEN
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
SECTION 1. AMENDMENT OF BYLAWS
B. VOTING AND APPROVAL
(1) Unless the Board by a 2/3 vote decides otherwise, there shall be a maximum
of one ballot per 12-month period calendar
year related to the amendment of
the Foundation's Bylaws, which annual voting period shall be determined by
the Board. All properly proposed Bylaw amendments shall be held until that
date which is 60 days before the earliest of the voting dates of the Board
and of the Delegates, as determined by the Board (the "Notice Date").
On the Notice Date, the proposed amendment(s) to the Bylaws shall be posted
on the Foundation's website and the Foundation's radio stations shall broadcast
an announcement twice a day for a period of 60 days (the "Notice Period")
regarding the existence of the proposed amendment(s) on the Foundation's website
for review and the upcoming vote by the Board and Delegates regarding said
amendment(s). The results of said voting by the Board and the Delegates on
the proposed amendment(s) shall be reported within 15 days of the Board and
Delegates meetings to vote on these amendments.
[The above amendment has been endorsed by Directors: (1) Carolyn Birden, (2)
Mike Martin, (3) Efia Nwangaza (4) Rob Robinson, (5) Jamie Ross, (6) Wendy
Schroell, (7) Bonnie Simmons, (8) Jack VanAken, (9) Joe Wanzala, (10) Yosh
Yamanaka]
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PBA2. Proposed amendment to Article Six, Sections 3 & 4 of the Pacifica
Bylaws:
[In addition to in-person meetings and special meetings, this amendment will
create a third category called "monthly" meetings. It enables
the elimination of the restriction which prohibits the holding of board meetings
by telephone, video conferencing, or other communications equipment unless
it is a special meeting. The prohibition against holding the first three
in-person meetings by telephone or video equipment is maintained.]
ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 3. TELEPHONIC MEETINGS
The Board may hold monthly or special meetings, but not regular meetings,
by telephone conference, video screen communication or other communications
equipment, provided, however, that telephoneic or videographic appearance at
meetings scheduled as "in-person" meetings is not permitted except
when the 4th in-person is held pursuant to Article Six, section 1 as amended
in November, 2008. Participation in a telephonic meeting under this Section
shall constitute presence at the meeting if all of the following apply:
A. Each Director participating in the meeting can communicate concurrently
with all other Directors.
B. Each Director is provided the means of participating in all matters for
the Board, including the capacity to propose, or to interpose an objection
to, a specific action to be taken by the Foundation.
C. The Board has a means of verifying that the person participating at the
meeting is a Director and that all votes cast during said meeting are cast
only by Directors.
SECTION 4. NOTICE
Notice of every regular monthly or in-person meeting of the Board of Directors,
stating the time and place of said meeting, and the purposes thereof, shall
be sent to each Director by first class mail, facsimile or email, according
to the preference each Director specifies in writing to the Foundation's Secretary,
at least thirty (30) twenty-one (21) days before any such meeting. Special
meetings shall require only seven (7) days advance notice, but shall also require
telephonic notice by leaving a message at the telephone number given to the
Foundation's 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. Notice of all meetings shall be placed
on the Foundation's website and announced a minimum of 3 times daily on air
for five consecutive days on all Foundation radio stations, beginning, whenever
reasonably possible, no later than ten days before the date of said meeting.
Notice of a meeting hereunder will be deemed waived by a Director who affirmatively
agrees to attend a meeting or to waive this advance notice requirement, signs
a waiver of notice or a written consent to hold the meeting, or who attends
the meeting without protesting prior to the meeting or upon commencement of
the meeting to the lack of notice to that Director.
[The above amendment to sections 3 and 4 have been endorsed by Directors:
(1) Grace Aaron, (2) Mike Martin, (3) Efia Nwangaza, (4) Rob Robinson, (5)
Jamie Ross, (6) Joe Wanzala, (7) Yosh Yamanaka.]
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PBA3. Proposed amendment to Article Six, Section 1 of the Pacifica Bylaws:
[The proposed amendment would permit the Pacifica National Board to eliminate
one of the four in-person meetings presently required under the Bylaws, but
only if 2/3rds of the Directors agree that elimination of the 4th in-person
meeting is necessitated by “financial or other emergency conditions.”]
ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1 - TIME AND PLACE OF MEETINGS
The "Annual Meeting" of the Board of Directors shall take place
in late January each year, or at such other time and place as agreed to by
a majority vote of the Board of Directors. The Board shall also regularly
meet in March, June and September of each year. The
Board shall also meet in person no fewer than three other times each year,
unless by a two-thirds vote, the Board determines that financial or other emergency
conditions require canceling one of the other three meetings. In the event
that such an in-person meeting is cancelled, the Board shall arrange for a
telephonic and/or electronic meeting that includes provisions for public comment
during the meeting by broadly accessible means. The four regular Board
meetings shall rotate through the five Foundation radio station areas so that meetings
do not take place twice in the radio same station area until a meeting has been held in all
other station areas. In-person board meetings shall rotate among the five Foundation
radio station signal areas except when the board determines by a two-thirds vote that financial
or other emergency conditions require a modification in the rotation order.
Each signal area shall host an in-person board meeting at least once during
any 24-month period but no more than once in any 12-month period.
[The above amendment has been recommended by a majority vote of all the Delegates
at KPFK and KPFA.]
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PBA4. Proposed amendment to Article Five, Sections 4(A) and 4(B) of the Pacifica
Bylaws:
[This amendment would change the Affiliate Directors election timeline to
facilitate election of Affiliate Directors (by the Pacifica National Board)
prior to the close of Director terms in January. The advantage provided is
that new Affiliate Directors would be seated concurrently with other new and
returning Directors in January of each year, and have the same opportunities
to vote in PNB Officer elections, and elections to standing committees. Also,
the election would most likely take place by email or postal mail balloting.]
Article Five
Board of Directors of the Foundation
Section 4: Nomination and Election of Affiliate Representative Directors
A. NOMINATION
Any Foundation "affiliate station" (as defined below) or any association
of affiliate stations may nominate one or more candidates for the two Affiliate
Director positions on the Board. Nominations shall close on February November 15th each year and shall be submitted in writing to the Foundation Secretary
for forwarding to the board. Every affiliate station or association of affiliate
stations submitting nominee(s) shall include with said nomination(s) a written
explanation of its procedure for selecting the nominee(s). Said statement shall
be certified by the station general manager or the governing board secretary
of each affiliate station nominating said candidate(s) or by the secretary
of the association of affiliate stations, as appropriate. In addition, each
nominee shall submit his/her resume and a statement of his/her interest in
serving as a Director of the Foundation. The Foundation Secretary shall forward
to all Foundation Directors all materials submitted supporting each nominee
not later than March December 1st.
For purposes of this Section, an "affiliate station" shall be defined
as any non-profit non-commercial broadcaster that broadcasts programming provided
or distributed by the Foundation pursuant to a written agreement with the Foundation,
including, for example, community radio stations, internet broadcasters or
digital broadcasters, as such technology may be developed. An affiliate station
shall not be a radio station whose broadcast license is held by the Foundation.
For purposes of this Section, an "association of affiliate stations" shall
be defined as any group of affiliate stations that have joined together to
form an association, provided that said association has adopted bylaws and
its membership is limited solely of affiliate stations.
B. ELECTION
As the first order of business, and given 30 days advance
notice, at the
a Board meeting in March December each year, the Directors present and voting
(excluding any then current Affiliate or At-Large Directors from the vote)
shall establish a protocol for balloting and shall elect two (2) Affiliate
Representative Directors from the nominees submitted by affiliate stations
and/or affiliate station associations, using the Single Transferable Voting
method. Affiliate Directors shall serve for a one-year term which shall commence
immediately upon their election with their seating at the regular January Board
meeting.
[The above amendment has been endorsed by Directors: (1) Nia Bediako, (2)
Efia Nwangaza, (3) Sarv Randhawa (4) Rob Robinson, (5) James Ross, (6) Jack
VanAken.]
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PBA5. Proposed amendment to the Pacifica Bylaws:
ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS
SECTION THREE - TELEPHONIC MEETINGS
[This amendment will eliminate the restriction which prohibits the holding
of regular board meetings by telephone, video conferencing, or other communications
equipment.]
The Board may hold special meetings, but not regular meetings by telephone
conference, video screen communication or other communications equipment, provided,
however, that telephone appearance at meetings scheduled as "in-person" meetings
is not permitted. Participation in a telephonic meeting under this Section
shall constitute presence at the meeting if all of the following apply:
A. Each Director participating in the meeting can communicate concurrently
with all other Directors.
B. Each Director is provided the means of participating in all matters for
the Board, including the capacity to propose, or to interpose an objection
to, a specific action to be taken by the Foundation.
C. The Board has a means of verifying that the person participating at the
meeting is a Director and that all votes cast during said meeting are cast
only by Directors.
[The above amendment has been recommended by a majority vote of all the Delegates
at KPFK and KPFA.]
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Pacifica National Board 
