Urban Unrest

26 August 2007 | Pacifica | Ernesto Aguilar

Proposed Bylaws Amendments Concerning Delegate Terms and Election Schedule

Seven Directors of the Pacifica National Board have proposed the following amendments to the Pacifica Bylaws, which will be voted on by the Pacifica National Board and the 5 stations’ Delegate assemblies (the same bodies as the Local Station Boards, but convened solely to vote on bylaws amendments) in September 2007.

There are three separate sets of changes, each of which will be voted on separately — i.e., if any is rejected, the other(s) can still stand on their own. For each change, various amendments will be required to affected bylaws sections, so as to conform to the new rules:

 

1. 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]
2. 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]
3. 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

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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:

1. Avoids where possible conflicts between major fund drives and the period between the close of nominations and the election close date
   
2. Includes a period of not less than 30 days for nomination of candidates;
   
3. 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”)
   
4. Provides that all other intervals within the timeline remain as stated in the preceding paragraph, and
   
5. 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:

1. 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.
   
2. 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.

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