Proposed Agenda for Thursday Feb.18th, 2010 Governance Committee Meeting <br />
<br />
8:30 PM ET<br />
<br />
Approve Agenda<br />
<br />
<br />
I Bylaws amendment-as amended at last Gov Com meeting Chris Condon<br />
<br />
Motion:<br />
That the Bylaws be re-written to give effect to the following provisions.<br />
1. That Local Station Board (LSB) size be reduced from 25 members to 13, <br />
plus GM. That this reduction be accomplished by attrition with no <br />
alternates seated until the board size drops below thirteen, over one <br />
three year elections cycle, and,<br />
2. That each LSB send two representatives, instead of four, to the PNB, <br />
as a reduction in the size of the PNB, elected annually, and,<br />
3. That LSB elections be held once every three years, instead of two <br />
times every three years, and,<br />
4. That STV voting and other forms of proportional representation be <br />
ended in favor of a simple and transparent winner take all system, and, <br />
functions and authority of an Assembly of Delegates, and,<br />
5. That the PNB management be asked to prepare a financial impact <br />
statement of these proposed changes within 30 days.<br />
<br />
II Motion re structure of Affiliates Task Force,drafted by Therese Allen <br />
and referred by Affiliates Task Force to Governance Committee:<br />
<br />
Proposal to clarify how people are 1.) brought in & integrated into the <br />
Affiliate Taskforce, 2.) its structure & 3.) its responsibilities:<br />
<br />
1.) The Affiliate Taskforce usually consists of:<br />
A. 2 Pacifica Affiliate Directors (nomination process is in the Pacifica <br />
Bylaws, with a timeline amended by the Pacifica National Board),<br />
B. PNB members with a commitment and interest in the Affiliate Program <br />
(acknowledged by the PNB),<br />
C. LSB members with a commitment and interest in the Affiliate Program <br />
(acknowledged by each one’s respective LSB),.<br />
D. Volunteers who have a historical role in building the Affiliate <br />
Program (acknowledged by the Taskforce), and<br />
E. Volunteers from the Pacifica family, Affiliate Network or otherwise <br />
show serious commitment to helping the Affiliate Program (acknowledged <br />
by the Taskforce).<br />
<br />
2.) The Affiliate Taskforce works with a collaborative model, using <br />
parliamentary procedure as suggested by Roberts Rules of Order for <br />
committees. The Taskforce's work is advisory; it makes recommendations <br />
to the PNB and the Affiliates Coordinator. Actions of any Taskforce <br />
member, if not upon the instructions and endorsement of the Taskforce, <br />
are to be clearly identified as the personal actions of that individual <br />
and do not represent the Taskforce in general.<br />
The role of the Chair is to post meeting announcements, post the agenda <br />
and chair meetings.<br />
The role of the Secretary is to keep track of Taskforce membership and <br />
attendance at Taskforce meetings, place meeting announcements on the <br />
Pacifica calendar, and take minutes and arrange for the posting of the <br />
minutes.<br />
<br />
Taskforce members are never to usurp the role of the Affiliate <br />
Coordinator who is the primary contact with the Affiliates and who <br />
organizes and chairs meetings with Affiliates when they take place (such <br />
as at NFCB or GRC Conferences).<br />
<br />
3.) The Affiliate Taskforce:<br />
A. Provides systematic reports to PNB, LSB, Pacifica staff, listeners <br />
and affiliates about the Affiliate Program,<br />
B. Advises and provides a support system for the Coordinator and the <br />
Program,<br />
C. Works on isolated projects (such as research, brainstorming, <br />
strategic planning, clerical assistance, constructing and tallying <br />
surveys, etc),<br />
D. Fundraises,<br />
E. Supports the Pacifica Mission, promotes the Affiliate Program in <br />
attempts to encourage stations to affiliate,<br />
F. Encourages Affiliate Directors nominations,<br />
G. Reviews the needs of the Affiliate Program and supports the budget <br />
process,<br />
H. Approves new types of contracts, when/if they are created by the <br />
Affiliate Coordinator,<br />
I. Provides a forum for representatives from affiliate stations to give <br />
input and discuss their needs.<br />
<br />
III Bylaws amendment to regularize procedures for special meetings (G. <br />
Reiter)<br />
<br />
Special meetings shall require seven (7) days advance notice. Any <br />
director may place an agenda item on the agenda if submitted to the PNB <br />
secretary 7 days in advance. Motions from committee will not be subject <br />
to this requirement. Any director may submit an agenda item after this <br />
time and prior to approval of the agenda, with the consent of a majority <br />
of the directors present and voting. Notice of all special meetings <br />
shall be forwarded by e-mail to all directors and placed on the <br />
Foundation’s website and on websites of all stations at the time they <br />
are scheduled.<br />
This will replace article 6 section 4<br />
Notice of every regular meeting of the Board of Directors, stating the <br />
time and place of said meeting, and the purposes thereof, shall be sent <br />
to each Director by first class mail, facsimile or email, according to <br />
the preference each Director specifies in writing to the Foundation’s <br />
Secretary, at least thirty (30) days before any such meeting. Special <br />
meetings shall require only seven (7) days advance notice, but shall <br />
also require telephonic notice by leaving a message at the telephone <br />
number given to the Foundation’s Secretary for such notice by each <br />
Director, and shall specify the purpose of the meeting. No additional <br />
business not stated in the notice shall be conducted at a special <br />
meeting. Notice of all meetings shall be placed on the Foundation’s <br />
website and announced a minimum of 3 times daily on air for five <br />
consecutive days on all Foundation radio stations, beginning, whenever <br />
reasonably possible, no later than ten days before the date of said <br />
meeting. Notice of a meeting hereunder will be deemed waived by a <br />
Director who affirmatively agrees to attend a meeting or to waive this <br />
advance notice requirement, signs a waiver of notice or a written <br />
consent to hold the meeting, or who attends the meeting without <br />
protesting prior to the meeting or upon commencement of the meeting to <br />
the lack of notice to that Director.<br />
<br />
IV By Law amendment - George Reiter <br />
<br />
Replace Article 2, Section 1 a, which reads:<br />
A Delegate shall be deemed to have resigned the position of Delegate if s/he becomes a candidate for public office or<br />
accepts a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service<br />
employment by governmental agencies.<br />
<br />
With:<br />
A Delegate shall be deemed to have resigned the position of Delegate if s/he attains public office or accepts a<br />
political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment<br />
by governmental agencies.<br />
<br />
V SET TIME FOR NEXT MEETING