‘Comparison of Current and New Bylaws’ – suppressing member participation is ignored

Pacifica Restructuring Project, document 5 of 7

[On Tu24Sep (apologies for the delay) will be posted an analysis of this latest attempt to break-up Pacifica, & it will examine, in context, these seven docs. The post will synthesise & develop the comments already made.]

The change envisioned by the breaker faction isn’t piecemeal, as implied by the form of this document, which takes part of an existing by-law & compares it with an amendment. No, that’s a gross misrepresentation of their by-laws proposal. The breaker faction’s petition is disingenuous in claiming it concerns “proposed Amended and Restated Bylaws”. No, it’s not as innocuous as that.

No: it’s a complete set of new by-laws. That’s why they don’t reproduce from the current manual, by-law after by-law after by-law, page after page after page, all that’s in the current by-laws having no correlate within their proposal. For if they did that, it would be plain to see how fundamentally different it is. Just compare their 19-page proposal with the 45-page, smaller font, Pacifica By-laws manual, 1Jan2016 version, which alone has a four-page Contents: https://mega.nz/#!qyBgCK6J!99O3H916evVwa5U0FSef2ONlL8pkQU4OZKLZIfXzq6Y.

So what does the new Pacifica constitution do?

  • guts the organisation of membership participation in governance;
  • makes outsiders a permanent majority of the PNB;
  • only one director from each station means giving monopoly representation to each station majority: it eliminates the diversity of views at each station, homogenises what is heterogeneous by effectively denying that the others exist, & leaves only one director voice to address the station’s Community Advisory Board;
  • abolishes what remains of local decision-making by members;
  • cuts in two the number of local discussion forums;
  • centralises decision-making, institutionalising PNB supremacy;
  • concentrates the focus of the organisation onto a PNB that now has a non-profit/academic outlook, one tilting to the outside, away from the Pacifica members;
  • . . . one could go on . . .
  • . . . just to say, given all this, why would anyone stay a Pacifica member?

All this means that the breaker faction are moving against the members. The breaker faction wresting from the members their rights. The naive would say this is surprising within Pacifica – but there are many reactionaries in PacificaWorld, of all sorts of stripes, not just secrecy/pseudo-confidentiality fetishists.

As illustration, a principal member’s right is participating in Pacifica’s governance – and participation is a primary democratic quality & value. So the breaker faction is an anti-democratic force. Eat yer 💗 out, Amy G.

In its scope & urgent timetable, the by-laws proposal of the breaker faction is an attempt at revolutionary change. By its content, it is reactionary & authoritarian, it is anti-democratic. By its scope, it creates a new Pacifica, refounding the Foundation.

Source: https://docs.google.com/document/d/167GWfIlL4gF1URtLGTa8rdXuAWWqxLSv1GyneoOfTxY/edit (4 pages)

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Comparison of Current and New Bylaws

This is a summary that compares the current Pacifica Bylaws, approved in 2003 with amendments since then, and the new proposed Amended and Restated Bylaws of 2019. For detailed comparison, please refer to those documents.

Membership Contribution.

Under the proposed new Bylaws [italics added throughout for readability]:

The Listener-Sponsor annual Membership contribution will be $50, or fifteen (15) hours of volunteer service. 

Staff-Membership requirements are unchanged.

Under the current Bylaws:

Listener-Sponsor annual Membership contribution is $25, or three (3) hours of volunteer service. 

Changes in Board of Directors: Composition and Manner of Election.

Under the proposed new Bylaws:  

The Board of Directors will consist of 11 Directors:  Six (6) At-Large Directors and five (5) Station-Representative Directors.  There will be no designated “Affiliate” Directors’ seats on the new board.

The six At-Large Directors will be elected by the Board of Directors as a whole (except for the Transition Board, see below.)

The five Station-Representative Directors will be elected directly by the membership at each station (KPFA, KPFK, KPFT, WBAI and WPFW), one from each station, with both listener-members and staff-members voting together.

There will be no Staff seats on the new Board of Directors.

Under the current Bylaws:

The Board of Directors consists of 22 members:  20 Directors elected by the Delegates (members of the Local Station Boards) – 4 from each of the five Pacifica stations — plus 2 “Affiliate” Directors are elected by the Board of Directors from nominees from stations which air some Pacifica programming but are not owned by the Pacifica Foundation. 

Currently, the Delegates at each station each year elect 3 listener members and 1 staff member from among themselves to serve on the national Board of Directors.

Directors’ Terms and Term Limits

Under the proposed new Bylaws

Directors’ terms will be three (3) years with a two-term limit, requiring a 1-year hiatus before being eligible to run again.  Terms will be staggered so no more than 1/3rd of the terms will expire in any given year.

Under the current Bylaws

Directors’ terms are one (1) year.  Directors may serve no more than 5 consecutive years.

Local Station Boards and Delegates

Under the proposed new Bylaws:

There will be no Delegates, no Delegate elections, and no Local Station Boards.  The members of the current Local Station Boards may join their station’s Community Advisory Board (CAB) but will have no role in governance.  A CAB is required at each station by the Corporation for Public Broadcasting and will operate under the CPB requirements.  https://www.cpb.org/stations/certification/cert3

Under the current Bylaws

The members at each station elect 24 Delegates – 18 elected by the Listener-Sponsor Members and 6 elected by the Staff Members.  Half of them are elected in each of two consecutive years, and the third year there is no election.

The Delegates elect from among themselves 4 Directors each year – 3 Listener-Sponsor Members and 1 staff Member.

In addition to electing Directors, the Delegates serve on Local Station Boards (LSBs) for their stations, with the station General Manager as a non-voting member.

Eligibility for Service on the Board of Directors

Under the proposed new Bylaws

Staff-Members and persons hosting or helping to produce a regular program airing on any Pacifica radio station will not be eligible for service on the Board of Directors, nor are any station or Pacifica Foundation employees.

No person who holds an elected office,  or is running for election for office, at any level of government (federal, state or local) will be eligible for service on the Board.

No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board at the same time.

Station-Representative Directors must be Listener-Sponsor Members in good standing of their station at the time of nomination. 

At-Large Directors will be recruited by the Board of Directors based upon needed skills on the board and/or background and accomplishments in fields related to the Foundation’s core “peace and justice” mission. 

Under the current Bylaws

Three of the 4 Station Representative Directors from each station each year are Listener-Delegates, and 1 is a Staff-Delegate.

No person who holds any elected or appointed public office at any level of government — federal, state, or local — or is a candidate for such office, is eligible to serve on the Board.

There is no consanguinity rule under the current Bylaws.

Reduction in Number of Elections

Under the proposed new Bylaws:

After the transition, there will be 1 election every 3 years at each station where Listener-Members and Staff-Members, voting all together, directly elect one Station-Representative Director for their station.  There will be no additional elections of Directors or Delegates by the Members.

Under the current Bylaws:

There are 2 elections in every 3 years.  The members elect half of their 24 Delegates (18 Listener Delegates and 6 Staff Delegates) in each of the two elections in consecutive years.  The third year there is no election.  

Members’ Rights

Under the proposed new Bylaws

Members’ rights will remain unchanged as to inspection of Minutes and records. 

Voting rights will remain unchanged on the sale, exchange, transfer or disposition of all or substantially all of the Foundation’s assets; on the sale, exchange, transfer or disposition of any of the Foundation’s broadcast licenses; on any merger, its principal terms and any amendment of its principal terms.; on any election to dissolve the Foundation. 

Members will have the right to recall their elected Station-Representative Directors. 

Staff Members will no longer be eligible to serve on the Board of Directors.

Under the current Bylaws:

Listener-Sponsor Members and Staff-Members vote separately in the Delegate elections.  The Delegates then elect from among themselves 3 Listener-Sponsor Member Directors and 1 Staff-Member Director from each station each year.

Amending the Bylaws

Under the proposed new Bylaws:

The Board will be able to amend the bylaws by a 2/3rd majority vote of all the Directors, provided written notice is posted on the Foundation and station websites and a means is provided for members to submit comments to the Board prior to the vote.

The Members will be able to propose Bylaws amendments, by a petition of 1% of the Membership and a majority vote of the Members. 

No Amendments changing the number or manner of nomination of Directors of either class may be adopted without a vote of approval of the Members.

No Amendments that would adversely affect the rights of the Members, or any class of Members, may be adopted without a vote of approval of the Members, or class of Members, as the case may be.

Under the current Bylaws:

Currently, amending the bylaws requires the majority vote of all the Directors plus a majority vote of all the Delegates of at least three (3) stations.  Members may also propose amendments by petition signed by 1% of the Membership and, if their proposed amendments are not approved by the Directors and Delegates, then the Members may adopt the Amendments by a majority vote of the Members.

No amendments that materially adversely affect the rights of the Members, or any class of Members may be adopted without the vote of approval of the Members, or class of Members, as the case may be.

Voting on any amendments must be completed by December 31st of the same calendar year as the amendments are proposed.  Amendments proposed by petition of the Members are considered “proposed” when they are submitted to the Secretary of the Foundation.

Transition Board Provisions

Under the Proposed New Bylaws[:]

Six Transition At-Large Directors will be seated at a Board meeting during the last two weeks of January 2020.  They are: Heidi Boghosian, Judy Graboyes, Bob King, Barbara Ransby, Walter Riley, and Norman Stockwell. Their biographies are posted here.

If any of those six becomes unable to serve before the first meeting of the new Transition Board in January, then those remaining will select alternates in the order they choose from the following alternates:  Terri Burke, Mustafaa Carrol, and Louis Vandenberg. Their biographies are posted here.

The 5 Transition Station Representative Directors will be elected by the members early next year and will be seated at a Board meeting during the first 2 weeks in May 2020.

The 2019 Board’s terms will expire upon the commencement of the January Transition Board meeting.

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