Urban Unrest

27 June 2006 | Pacifica | Ernesto Aguilar

PROPOSED PACIFICA BY-LAWS AMENDMENT ALLOWING FOR A SECOND AT-LARGE MEMBER OF THE PACIFICA NATIONAL BOARD

/Proposed by 6 Directors of the Pacifica National Board:/

* Teresa Allen, KPFT listener director
* Lydia Brazon, KPFK listener director
* Lisa Davis, WBAI listener director
* Bob Lederer, WBAI staff director
* Rob Robinson, WPFW listener director
* Don White, KPFK listener director

/Article 5, Section 1C shall be amended to read as follows:/

There shall be a minimum of twenty-two (22) and a maximum of twenty-four (24) Directors of the Foundation. The Board of Directors shall fix by resolution, from time to time, the exact number of Directors within the minimum and maximum numbers permitted herein. The Board shall have equal representation from each of the Foundation’s five radio stations. The Delegates from the five Foundation radio stations shall each elect four (4) Directors: three (3) of whom shall be Listener-Sponsor Delegates and one (1) of whom shall be a Staff Delegate - for a total of twenty (20) “Station Representative” Directors, as set forth in Section 3 of this Article of the Bylaws. In addition, the Board shall elect two (2) “Affiliate Representative” Directors from nominees submitted as set forth in Section 4 of this Article of the Bylaws. If the Board, by resolution, fixes the number of Directors at 23 or 24, then one or two additional Director(s) respectively shall be nominated and elected as “At-large” Director(s) as set forth in Section 5 of this article of the Bylaws.

/Article 5, Section 5 shall be amended to read as follows: /

SECTION 5. NOMINATION AND ELECTION OF AT-LARGE DIRECTORS

*A. NOMINATION*

In the event that the board resolves that there shall be twenty-three (23) or twenty-four (24) Foundation Directors, then there shall be one (1) or two (2) “At-Large” Directors, respectively, elected each year. Candidates for election as an “At-Large” Director shall be nominated by majority vote of the Delegates from a minimum of three (3) radio stations, with the Delegates from each station area voting separately by station area. Nominations shall be submitted in writing to the Foundation Secretary together with the nominee’s resume and a statement of his/her interest in serving as a Director of the Foundation by a date set by Board resolution. The Foundation Secretary shall forward to all Directors all materials submitted supporting each nominee not later than fourteen (14) days after the date set by the Board.

*B. ELECTION*

At the next Board meeting following the submission of nomination materials to the Board, but no sooner than seven (7) days after said submission, the Directors present and voting (excluding any then current Affiliate Representative or At-Large Directors from the vote) shall elect one (1) or two (2) At-Large Director(s), depending on the number previously authorized by the Board, from the nominees submitted by the Delegates. If the election is for one At-Large Director, it shall use the Instant Runoff voting method. If the election is for two At-Large Directors, it shall use the Single Transferable Voting method. The At-Large Director shall serve for a one-year term, which shall commence immediately upon his/her election.

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CURRENT TEXT OF BYLAWS:

/Article 5, Section 1C: /

There shall be a minimum of twenty-two (22) and a maximum for twenty-three (23) Directors of the Foundation. The Board of Directors shall fix by resolution, from time to time, the exact number of Directors within the minimum and maximum numbers permitted herein. The Board shall have equal representation from each of the Foundation’s five radio stations. The Delegates from the five Foundation radio stations shall each elect four (4) Directors : three (3) of whom shall be Listener-Sponsor Delegates and one (1) of whom shall be a Staff Delegate — for a total of twenty (20) “Station Representative” Directors, as set forth in Section 3 of this Article of the Bylaws. In addition, the Board shall elect two (2) “Affiliate Representative” Directors from nominees submitted as set forth in Section 4 of this Article of the Bylaws. If the Board, by resolution, fixes the number of Directors at 23, then one additional Director shall be nominated and elected as an “At-large” Director as set forth in Section 5 of this Article of the Bylaws.

/Article 5, Section 5: /

SECTION 5. NOMINATION AND ELECTION OF AT-LARGE DIRECTOR

*A. NOMINATION *

In the event that the Board resolves that there shall be twenty three (23) Foundation Directors (the maximum number of Directors permitted under these bylaws) then there shall be one “At-Large” Director elected each year. Candidates for election as an “At-Large” Director shall be nominated by majority vote of the Delegates from a minimum of three radio stations, with the Delegates from each station voting separately by station area. Nominations shall close on February 15th each year and shall be submitted in writing by that date to the Foundation Secretary together the nominee’s resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary shall forward to all Directors all materials submitted supporting each nominee not later than March 1st.

*B. ELECTION*

As the second order of business at the Board meeting in March each year in which an At-large director is to be elected, the Directors present and voting (excluding any then current Affiliate Representative or At-Large Directors from the vote) shall elect one (1) At-Large Director from the nominees submitted by the Delegates, using the Instant Runoff Voting method. The At-Large Director shall serve for a one year term which shall commence immediately upon his/her election.

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