PacificaWatch

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)

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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 1/3^rd 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 2/3^rd 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 31^st 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.

Pacifica Restructuring Project, document 4 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.]

Six Q&A.

Source: https://docs.google.com/document/d/1Hx55oqvlMJd0j_h8IoKvVd8c-vijuFDwSBgwva-EvYg/edit (1 page)

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FAQs – Frequently Asked Questions about the Proposed new Pacifica Bylaws

A: They are merged with the Community Advisory Board for their station, and of course may volunteer at their station.

A: YES! That’s still important, too.

A: Absolutely not. Your station needs your financial support, as well as volunteer hours, to keep going. Go to your station’s web site to donate today, or do it in the next fund drive.

A: The At-Large Directors will bring additional skills and experience, professional contacts, non-profit experience, and national perspective that the station representative Directors may not have.

A: See the Introduction – it explains why it’s so important to replace the Bylaws with something that will create more functional governance and a stronger network.

A: The people who drafted these Bylaws are not in agreement about what programming is best, the appropriate authority and influence of paid versus unpaid staff, or many other issues. What brought us together are the current, unambiguous realities. Our current governance structure is not leading the organization toward greater strength and stability, rather it has failed to meet the changing nature of the media environment, and it has failed to deal effectively with financial realities. This is not about individuals, programs, or management choices.  The Pacifica Restructuring Project represent a diversity of views, many conflicting. This is about being honest with ourselves about Pacifica Radio’s long-term viability unless it is restructured.

Pacifica Restructuring Project, document 3 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.]

Their summary of the breaker faction’s proposed complete set of new by-laws.

Source: https://docs.google.com/document/d/11EGYeojCxDieismHFAoJAxH78uU7omdaW1UhmN9VGFM/edit (2 pages)

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A NEW STRUCTURE FOR PACIFICA

EXECUTIVE SUMMARY

The proposed new by-laws are divided into two parts:

1. The New Governance Structure of Pacifica (after a short Transition Period);
      
2. The Transition Board and Elections.
   
   

1.    New Permanent Governance Structure of Pacifica:

The Pacifica Board of Directors will be composed of 11 Directors – 6 At-Large Directors, and 5 Station-Representative Directors. This reduces the size of the Board from 22 Directors to 11. Directors’ terms will be three years with a two-term limit. Terms will be staggered so that no more than 1/3^rd of the board terms will expire in the same year. Listener-Sponsor Members, but not Staff Members, will be eligible to serve on the Board.  The Executive Director may attend all Board meetings unless the Board decides to exclude them from a confidential executive session meeting.

Six At-Large Directors will be selected and appointed by the Board, two each year for three-year terms. The Board will fill these seats considering needed skills on the Board and/or accomplishments in fields related to Pacifica’s core Peace and Justice mission.

Five Station Representative Directors will be elected – one from each of the five Pacifica radio stations (KPFA, KPFK, KPFT, WBAI, and WPFW) — by each station’s membership with Staff Members and Listener-Sponsor Members voting together. The vote will be by instant runoff voting and each Member will have one vote. After the initial election at all five stations, elections will be rotated among the stations so that each station will hold an election for its Station Representative Director once every three years. This will reduce the number of elections at each station by half – from 2 elections every three years to 1 election every three years.

The 24-Member Local Station Boards at each of the 5 stations under the current Bylaws will be dissolved and their current members folded into Community Advisory Boards, which will operate under the requirements of the Corporation for Public Broadcasting. https://www.cpb.org/stations/certification/cert3

The annual Listener-Sponsor membership contribution is changed from $25 to $50 or 15 hours’ volunteer service.

2.    The Transition Board and Elections:

Appointment of Transition At-Large Directors: The following six individuals have agreed to serve as Transition At-Large Directors and are appointed by the approval of these new Bylaws:

Heidi Boghosian, Judy Graboyes, Bob King, Barbara Ransby, Walter Riley,

and Norman Stockwell

Their biographies are posted here.

They will be seated, and the previous board will be retired, at the first meeting of the Transition Board which will be held on a date to be determined which shall be during the last two weeks of January 2020. If any of them withdraws or cannot serve for any reason prior to the first meeting, then the following individuals have agreed to serve as alternates, and they will fill any such vacancies in the order chosen by the remaining Transition At-Large Directors:

Terri Burke, Mustafaa Carroll, and Louis Vandenburg

Their biographies are posted here.

The Transition At-Large Directors will draw straws or use some other chance procedure to determine which two of them will have terms ending March 31, 2021, which two will have terms ending March 31, 2022, and which two will have terms ending March 31, 2023, to establish a staggering of terms going forward so that 1/3^rd of their terms expire each year.

Election of Transition Station Representative Directors: Five Transition Station Representative Directors will be elected in early 2020 by the members of each of the five Pacifica stations.

Nominations for Transition Station-Representative Directors will open at each station on January 15, 2020 and will close on February 15^th. The election will commence on or about March 9^th, or as soon thereafter as is practicable, and will close 30 days later. The results will be tallied within ten days after the election closes.

The newly elected Transition Station-Representative Directors’ terms will begin when they are seated at a Board meeting to be held on a date to be determined which shall be during the first ten days in May 2020. The Station Representative Directors will draw straws or use some other chance procedure to determine which two of them will have terms ending March 31, 2021, which two will have terms ending March 31, 2022, and which one will have a term ending March 31, 2023, provided, however, that no one who is currently serving on the 2019 board of directors may draw a term that would extend their total service as a Director beyond six consecutive years, including the time served as a Director under the previous bylaws.

Pacifica Restructuring Project, document 2 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.]

This Pacifica Restructuring Project document is titled Introduction – note that it’s an intro to their professed aim, not to the complete set of new by-laws they want adopted.

The public reason, & the real reason.

Some people can’t be trusted.

Source: https://docs.google.com/document/d/1GSEOr8-pZsk7DBSllxBw0orL89kCwUkkfsk2JLgr968/edit (1 page)

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INTRODUCTION

Pacifica Radio, once one of the most important resources for progressives, in these troubled times is in trouble. It has the potential to change the direction of our nation, but it is nowhere near living up to its potential. We, a group of concerned members and activists, are asking for your support for a critical step to correct this right now. 

One of the major difficulties Pacifica faces is an unwieldy and contentious governance system that has crippled its management in addressing serious issues such as the changing media landscape, the changing fundraising paradigm of younger generations, and the necessity for first rate programming to inform, educate and inspire listeners and supporters in this critical time.

Quite frankly, Pacifica stations have not produced local or national boards of directors capable of addressing these issues without such destructive polarization that management cannot make and carry out plans of action without the board countermanding those plans or stifling them or micromanaging them to the point of complete breakdown and inefficacy.

To fix this problem we are proposing changing the Bylaws to change the governance structure.  Under the new structure the Pacifica National Board of Directors would be reduced in number from twenty-two (22) to eleven (11) members.  Five (5) of the Directors would be elected directly by the members at each of the five Pacifica radio stations, and six (6) “At-Large” Directors would be elected by the board itself.  The “At-Large” directors would be chosen for their skills and leadership in areas including alternative media and movement work, financial planning and fundraising work, and their commitment to Pacifica’s peace and justice mission and purpose since its establishment in 1949.

Local Station Boards would be eliminated, but Community Advisory Boards at each station would be emphasized and supported to bring listener concerns and views into station programming decisions.

Today, facing mounting debt (on account of hard decisions not taken years ago, and because of declining listenership), Pacifica will sink below the waves if it does not make a major course correction in its structure and leadership.  We ask for your help in making this happen.

We ask your support for a vision of a Pacifica structure that can rise to the challenge of the times.

This can only be achieved by the membership of the foundation, and that is you! Your support will be transformative (link to website for people to sign up)!

Pacifica Restructuring Project, document 1 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.]

All Local Station Boards dissolved the moment the by-laws vote is certified, so late Dec2019 . . .

All current directors ousted during the last two weeks of Jan2020 . . .

Replaced by six non-Pacificans functioning as a junta, constituting the Pacifica National Board, for between 92 & 114 days, doing as they will . . .

Whilst each station’s membership elects a director, with the new Board first meeting 1-10May2020 . . .

So, the members will always elect a minority of the PNB.

Never again will the members elect the majority of the PNB.

These minor details, for some reason, don’t appear in the FAQs they have issued.

They give themselves one of those anodyne names, as if from a random term generator: Pacifica Restructuring Project. I agree, not as warm as it could be, but disposition is what it is.

The Acid Bath Strategy, to dissolve Pacifica, a network, is being materialised before our very eyes. The Spooner-Franck vision is being spearheaded by three directors: Bill Crosier (KPFT listener-delegate), Donald Goldmacher (KPFA listener-delegate), & Mansoor Sabbagh (KPFK staff-delegate).

The petition is for a membership vote on a complete set of new by-laws. For this it needs 1% of the membership, so c. 465, & they claim they’re almost there (459 as of 5.15pm EDT, today; key question: how long will it take Pacifica to verify that the signatories are members in good standing?). They’ve taken the petition route because even if the proposal isn’t approved by the PNB & by three of the five LSB’s, it still has to go to the membership. Then, depending on the turnout, they need at least 2 277 listeners & 119 staff to approve their by-laws, in winning both contests.

One contest is for listener-members, as what’s proposed adversely affects them more than staff-members, facing the loss of the right to elect three directors per station rather than the staff’s one. The other separate contest is for staff, as they’re adversely affected by the loss of the right itself to become a director (proposed by-laws, Article V, Section 1; page 5). Using 28Aug National Elections Supervisor data (the 5Sep report simply adds another 25 members), with listener quorum 10%, that’s 4 552 out of 45 520; & with staff quorum 25%, that’s 236 out of 943; & winning is half-plus-one for each kind of voter.

This first document of seven is their petition, titled Pacifica Restructuring Project: Petition Calling for New Bylaws to Reform Pacifica Governance.

They speak of improving governance, but the real intent is given away in the petition itself:

“[t]he Pacifica Restructuring Project is the work of three current Pacifica Board members, Bill Crosier, Donald Goldmacher, and Mansoor Sabbagh; four former Pacifica Board members, Sherry Gendelman, Carol Spooner, Akio Tanaka, and Carole Travis; former Chair and current Vice-Chair of the KPFA Local Station Board Susan da Silva; and former President of the Pacifica Foundation Peter Franck.”

http://form.jotform.com/42244096312953?utm_source=KPFA&utm_campaign=4dcbc58e71-EMAIL_CAMPAIGN_2019_09_16_08_59&utm_medium=email&utm_term=0_df43e017f7-4dcbc58e71-277121249 (bold added to two names)

Spooner. Franck. Wannabe breakers of Pacifica.

The seven posts: this one, of the petition form (1 page); Introduction (1 p.); Executive Summary (2 pp.); FAQs (1 p.); Comparison of Current and New Bylaws (4 pp.); the proposed by-laws (19 pp.); bios of the proposed six at-large directors (3 pp.) and three alternates (1 p.). The links in these documents are live.

Source: http://form.jotform.com/42244096312953?utm_source=KPFA&utm_campaign=4dcbc58e71-EMAIL_CAMPAIGN_2019_09_16_08_59&utm_medium=email&utm_term=0_df43e017f7-4dcbc58e71-277121249 (1 page)

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The petition:

Pacifica Restructuring Project

Petition Calling for New Bylaws to Reform Pacifica Governance

The Pacifica Restructuring Project proposes new Bylaws for the Pacifica Foundation. These are urgently needed to reform how our governance works – both for the survival of Pacifica, and to better fulfill the Pacifica mission.

The current Bylaws date from 2002-2003, with minor amendments since then, but have resulted in governance that struggles to function (five 24-person Local Station Boards and a 22-person Pacifica National Board). Meanwhile, listenership, membership, and donations have declined and debt is strangling the Foundation and our stations.

For more on why new Bylaws are needed and why this is so urgent and important, please read this Introduction

An Executive Summary of the completely new Bylaws being proposed is here: Executive Summary

Answers to Frequently Asked Questions are in the FAQs

For still more information, see this summary Comparison of the Current and New Bylaws.

By providing your name, station, and contact information below, you are signing the following:

We, the undersigned Pacifica members, petition the Pacifica National Board of Directors to hold a membership vote to approve new Bylaws for the Pacifica Foundation. The full text of the proposed Amended and Restated Bylaws is here. Within the proposed Bylaws is a transitional provision appointing as At-Large Directors the six individuals named here.

If more than one person in a household is a Pacifica member, each of you should submit this form separately.

Please donate to your station online today, or in its next fund drive, too. Name * Prefix First Name Last Name Suffix Address *

Street Address
Street Address Line 2
City	State / Province
Postal / Zip Code

Phone Number  – Area Code Phone Number I’m a member of * KPFA, Berkeley KPFK, Los Angeles KPFT, Houston WBAI, New York City WPFW, Washington DC Email * example@example.com I am a * Listener member Unpaid staff member Paid staff member You may use my name publicly as an endorser of this effort. Yes No Comments (optional)

Thanks for supporting your local Pacifica station and for supporting this call for restructuring our governance through improved Bylaws, to help us better fulfill the Pacifica mission.

Be sure to click the Submit button below for your information to be saved.

We need at least 1% of Pacifica members to sign this petition. A vote of the members will take place later to determine if the new Bylaws are to be implemented. So please tell your Pacifica friends today about this petition!

The Pacifica Restructuring Project is the work of three current Pacifica Board members, Bill Crosier, Donald Goldmacher, and Mansoor Sabbagh; four former Pacifica Board members, Sherry Gendelman, Carol Spooner, Akio Tanaka, and Carole Travis; former Chair and current Vice-Chair of the KPFA Local Station Board Susan da Silva; and former President of the Pacifica Foundation Peter Franck.

DISCLAIMER: This is not an official Pacifica Foundation website nor an official website of any of the five Pacifica Radio Stations (KPFA Radio, KPFK Radio, KPFT Radio, WBAI Radio, WPFW Radio). Opinions and facts alleged on this site belong to the author(s) of the website only and do NOT reflect the editorial stance or policy of the Pacifica Foundation, or any of the five Pacifica Radio Stations (KPFA Radio, KPFK Radio, KPFT Radio, WBAI Radio, WPFW Radio), or the opinions of its management, Pacifica National Board, station staff or other listener members. This communication has not been paid for by the Pacifica Foundation[.]

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