PACIFICA FOUNDATION RADIO
PACIFICA NATIONAL BOARD SPECIAL MEETING
From Various Locations via Telephone Conference
DRAFT AGENDA - Open Session
Thursday, July 17, 2014 8:30PM


I. Call to Order
Roll Call / Establish Quorum. Excused absences. Identify Time Keeper.

KPFA: Brian Edwards-Tiekert, Jose Luis Fuentes-Roman, Janet Kobren,
Margy Wilkinson
KPFK: Rodrigo Argueta, Lydia Brazon, Kim Kaufman, Lawrence Reyes
KPFT: Adriana Casenave, Hank Lamb, George Reiter, Richard Uzzell
WBAI: Carolyn Birden, Janet Coleman, Cerene Roberts, Manijeh Saba
WPFW: Jim Brown, Benito Diaz, Luzette King, Tony Norman
Affiliates: Heather Gray, Janis Lane-Ewart


II. Bylaw Amendments Text below and at http://pacifica.org/
(12, each at 10 min.)
1. Foundation name change: Art. 1 Sec. 1

2. Update Notice requirements: Art. 3 Sec. 6(B), Art. 3 Sec. 9, Art.
6 Sec. 4, Art. 7
Sec. 6(D)

3. Reducing the size of LSBs and Delegate Assemblies: Art. 4 Sec. 3,
Art. 7 Sec 2

4. Reducing the size of the PNB - equilateral: Art. 5 Sec 1(C), Art. 5
Sec 3(B), Art. 5
Sec. 5(A) & (B)

5. Proportional reduction in size of the PNB: Art. 5 Sec. 1(C)

6. Election of station representative (Conditional upon Item 5): Art. 5
Sec. 3(B)

7. Reducing Affiliate Directors by one (after Proportional): Art. 5
Sec. 4

8. At-large Directors (after Proportional): Art. 5 Sec. 5

9. Concerning In-person Meetings of the PNB: Art. 6 Sec. 1

10. Concerning meeting notice: Art. 6 Sec. 4

11. Restriction of LSB Treasurer Position: Art. 7 Sec. 5

12. Doubling the frequency of Bylaw amendments: Art. 17 Sec. 1(B)


III. Adjournment.
TEXT OF PROPOSED BYLAW AMENDMENTS (in the order of the affected bylaw and with
makers' rationale)


1. Foundation name change: Art. 1 Sec. 1


Rationale / Description:
Last year the Foundation changed the name of the Foundation to
Pacifica Foundation Radio and the bylaws should reflect this change.
Without this change the corporation doing business as The Pacifica
Foundation Radio has no effective bylaws.


Current Language:
ARTICLE ONE, Section 1. NAME
The name of this corporation is Pacifica Foundation, and shall be
referred to in these Bylaws as the "Foundation."

Proposed Language:
ARTICLE ONE, Section 1. NAME
The name of this corporation is Pacifica Foundation Radio, and shall
be referred to in these Bylaws as the "Foundation."


Endorsers:
Carolyn Birden-WBAI, Janet Coleman-WBAI, Janis Lane-Ewart -AFFIL.,
Heather Grey-AFFIL, Kim Kaufman-KPFK, Richard Uzzell-KPFT



2. Update Notice requirements: Art. 3 Sec. 6(B), Art. 3 Sec. 9, Art.
6 Sec. 4, Art. 7
Sec. 6(D)

Rationale / Description:
This bylaws change brings meeting notice bylaws language into
compliance with Section 396(k)(4) of the Communications Act. It
amends 4 sections of your bylaws to bring them into compliance with
Section 396(k)(4) of the Communications Act.



Current Language:
Article 3 Section 6-B
The Board of the Directors, a Local Station Board, the Foundation's
Executive Director, the Chairperson of the Board, or one percent
(1%) or more of the Members may call a special meeting of the
Members for any lawful purpose at any time. Said request for a
special meeting shall be made in writing and shall specify the
general nature of the business proposed to be transacted at said
meeting. Said written requests must be submitted to the Chairperson
of the Board, the Executive Director or the Foundation's secretary.
The officer receiving the request must promptly give notice to all
members of record entitled to vote. Said notice must state the
location, time and date of the meeting, specify the general nature
of the business to be transacted and provide that no other business
than that set forth in said notice shall be transacted at said
meeting. Said notice shall be given at least 20 days and no more
than 90 days before the meeting date. The meeting date must be at
least 35 days but no more than 90 days after receipt of the written
request for the special meeting. If notice of the special meeting is
not provided to the members within 20 days after the written request
is received, the person(s) requesting the meeting may give notice to
the members in a manner consistent with this section. Voting on any
matter discussed at a special meeting shall be by written ballot
consistent with the provisions of Section 8 of this article of the
bylaws.


Proposed Language:
The Board of Directors, a Local Station Board, the Foundation's
Executive Director, or one percent (1%) or more of the Members may
call a special meeting of the Members for any lawful purpose at any
time. Said request for a special meeting shall be made in writing
and shall specify the general nature of the business proposed to be
transacted at said meeting. Said written requests must be submitted
to the Foundation's secretary at least 20 days before the proposed
meeting date. The Foundation's secretary will comply with Section
396(k)(4) of the Communications Act by posting a website notice and
notifying any individuals who have specifically requested to be
notified seven days in advance.




Current Language:
Article Three, Section 9 - Manner of Notice
Whenever notice to members is required under these bylaws, notices
shall be submitted, at the Foundation's sole discretion, either
personally by first class, registered or certified mail, by
electronic mail or other means of written communication, charges
prepaid, and shall be addressed to each member entitled to vote at
the postal address or email address of that member as it appears on
the Foundation books or at the address given by the member to the
Foundation for the purposes of notice.
If no address appears on the Foundation books and no address has
been given, then notice shall be deemed to have been given if notice
is broadcast at least twenty-one (21) times on the Foundation radio
station with which the member is affiliated. Such broadcast notice
shall be made at least 3 times per day on 7 consecutive days and
shall state the web page address where the full notice is posted/


Proposed Language:
Whenever notice to members is required under these bylaws, notice
shall be deemed to have been given if, at the Foundation's sole
discretion, it is either provided personally by postal or electronic
mail addressed to each member entitled to vote at the postal or
email address of that member as it appears on the Foundation books
or by the requirements stated in Section 396(k)(4) of the
Communications Act via a notice available through an announcement
that is accessible on the station's web page and a notice
communicated by letter, e-mail, fax, phone, or in person to any
individuals who have specifically requested to be notified.




Current Language:
Article Six, Section 4 - Notice
Notice of every regular meeting of the Board of Directors stating
the time and place of said meeting and the purposes thereof shall be
sent to each director by first class mail, facsimile or email
according to the preference each director states in writing to the
Foundation's secretary at least thirty (30) days before any such
meeting. Special meetings shall require only seven (7) days advance
notice, but shall also require telephonic notice by leaving a
message at the telephone number given to the Foundation's secretary
for such notice by each Director and shall specify the purpose of
the meeting. No additional business not stated in the notice shall
be conducted at a special meeting. Notice of all meetings shall be
placed on the Foundation's website and announced a minimum of three
times daily on-air for five consecutive days on all Foundation radio
stations beginning whenever reasonably possible no later than ten
days before the date of said meeting.


Notice of a meeting hereunder will be considered waived by a
Director who affirmatively agrees to attend a meeting or to waive
this advance notice requirement, signs a waiver of notice or a
written consent to hold the meeting or who attends the meeting
without protesting prior to the meeting or upon commencement of the
meeting of the lack of notice to that Director,


Proposed Language:
Regular meetings of the Board of Directors are to be noticed by
website announcement at least 30 days prior to the date of the
meeting. Special meetings of the Board of Directors are to be
noticed by website announcement at least 7 days prior to the date of
the meeting. Notice of every regular and special meeting of the
Board of Directors shall be sent to each director by email at least
seven (7) days before any such meeting. No additional business not
stated in the meeting notice shall be conducted at a special
meeting. Notice of all meetings shall be conducted in accordance
with Section 396(4)(k) of the Communications Act: Notice is
available through an announcement that is accessible on the
station's Web page; and Notice is communicated by letter, e-mail,
fax, phone, or in person to any individuals who have specifically
requested to be notified.


Current Language:
Article 7, Section 6, Item D -Notice
The public and all members shall be notified of each LSB meeting.
Four on-air announcements made during primetime on the radio station
during 4 different days beginning whenever feasible at least 7 days
prior to the date of each meeting shall be considered adequate
notice. In the event of LSB meetings convened on short notice for
urgent business, all reasonable efforts shall be made to broadcast
reasonable notice of the meeting at least 3 times during primetime
for 2 days prior to the meeting. Whenever feasible, notice shall
also be posted on the station's website at least 7 days prior to the
meeting date.


Proposed Language:


All LSB meetings shall be noticed in accordance with section
396(k)(4) of the Communications Act: Notice is available through an
announcement that is accessible on the station's Web page; and
Notice is communicated by letter, e-mail, fax, phone, or in person
to any individuals who have specifically requested to be notified.


Endorsers:
Carolyn Birden-WBAI, Janet Coleman-WBAI, Janis Lane-Ewart -AFFIL.,
Heather Grey-AFFIL, Kim Kaufman-KPFK, Richard Uzzell-KPFT


3. Reducing the size of LSBs and Delegate Assemblies: Art. 4 Sec. 3,
Art. 7 Sec 2

Rationale / Description:
This amendment would reduce the size of the LSBs by 1/3, while
keeping the proportions of staff vs listener representatives the
same, by electing 6 listener reps and 2 staff reps in each delegate
election (instead of 9 listeners and 3 staff in each election).
Current delegates/LSB members would continue in their terms.


Current Language:
Article Four, Section 3 (Election of Delegates)
"All elections for Delegates shall be by written ballot, provided,
however, that the elections supervisor shall also have the option of
providing a secure electronic means of voting via the internet.
Members shall only have the right to vote for Delegates for the
Foundation radio station with which the Member is affiliated.
Members shall vote in classes: Listener-Sponsor Members shall elect
18 Delegates for each radio station and Staff Members shall elect 6
Delegates for each radio station, for a total of twenty-four (24)
Delegates for each Foundation radio station. Elections of Delegates
shall be staggered over a 3-year period with elections for 3 Staff
Delegates and 9 Listener-Sponsor Delegates held in the first year,
elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates
held in the second year and no elections in the third year. The
ballots shall be counted by the Single Transferable Voting method.
All ballots related to the election, and the removal, of any and all
Delegates shall be filed with the Foundation Secretary and
maintained with the corporate records for a period of three (3)
years."


(deleted language in brackets [] and strikethrough text, added
language in italics):
"All elections for Delegates shall be by written ballot, provided,
however, that the elections supervisor shall also have the option of
providing a secure electronic means of voting via the Internet.
Members shall only have the right to vote for Delegates for the
Foundation radio station with which the Member is affiliated.
Members shall vote in classes: Listener-Sponsor Members shall elect
[18] 12 Delegates for each radio station and Staff Members shall
elect [6 ] 4 Delegates for each radio station[, for a total of
twenty-four (24) Delegates for each Foundation radio station].
Elections of Delegates shall be staggered over a 3-year period with
elections for [3 ] 2 Staff Delegates and [9 ] 6 Listener-Sponsor
Delegates held in the first year, elections for [3 ] 2 Staff
Delegates and [9 ] 6 Listener-Sponsor Delegates held in the second
year. The ballots shall be counted by the Single Transferable Voting
method. All ballots related to the election, and the removal, of any
and all Delegates shall be filed with the Foundation Secretary and
maintained with the corporate records for a period of three (3)
years.
Following the approval of the amendment reducing the size of the
delegate assemblies from 24 to 16, each delegate assembly will have
20 members (12 from the previous delegate election, and 8 from the
next delegate election), until the next delegate election, after
which each delegate assembly will have 16 members as described in
the previous paragraph."


Proposed Language:
"All elections for Delegates shall be by written ballot, provided,
however, that the elections supervisor shall also have the option of
providing a secure electronic means of voting via the Internet.
Members shall only have the right to vote for Delegates for the
Foundation radio station with which the Member is affiliated.
Members shall vote in classes: Listener-Sponsor Members shall elect
12 Delegates for each radio station and Staff Members shall elect 4
Delegates for each radio station. Elections of Delegates shall be
staggered over a 3-year period with elections for 2 Staff Delegates
and 6 Listener-Sponsor Delegates held in the first year, elections
for 2 Staff Delegates and 6 Listener-Sponsor Delegates held in the
second year. The ballots shall be counted by the Single
Transferable Voting method. All ballots related to the election,
and the removal, of any and all Delegates shall be filed with the
Foundation Secretary and maintained with the corporate records for a
period of three (3) years.
Following the approval of the amendment reducing the size of the
delegate assemblies from 24 to 16, each delegate assembly will have
20 members (12 from the previous delegate election, and 8 from the
next delegate election), until the next delegate election, after
which each delegate assembly will have 16 members as described in
the previous paragraph."




Current Language:
b. Article Seven, Section 2 (Composition of the Local Station
Boards), paragraph 2:
"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 set provided
in Section 3 of Article 5 of the Bylaws.)"


(deleted language in brackets [] and strikethrough text, added
language in italics):
"Each LSB shall consist of the [24 ] Delegates elected by the
Members for that radio station -including [18 ] Listener-Sponsor
Delegates and [6 ] Staff Delegates. ([Four] Some 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.)"


Proposed Language:
Article Seven, Section 2 (Composition of the Local Station Boards),
paragraph 2
"Each LSB shall consist of the Delegates elected by the Members for
that radio station - including Listener-Sponsor Delegates and Staff
Delegates. (Some 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.)"


Endorsers:
Carolyn Birden-WBAI, Janet Coleman-WBAI, Janis Lane-Ewart -AFFIL.,
Heather Grey-AFFIL, Kim Kaufman-KPFK, Richard Uzzell-KPFT


4. Reducing the size of the PNB - equilateral: Art. 5 Sec 1 (C), Art.
5 Sec 3(B), Art. 5
Sec. 5(A) & (B)

Rationale / Description:
Each station's delegate assembly would elect 3 (rather than 4)
Directors to the PNB. The PNB would continue to elect the two
affiliate Directors. This would give 5x3 + 2 =17 Directors.
At-large Directors (of which there are none) would be removed from
the Bylaws.
In addition, to keep from having the staff representation increase
more proportionally on the smaller PNB, and to allow each delegate
assembly more flexibility in choosing who they feel are the best
reps from their station for the PNB, this amendment would do away
with having a specific number of staff and listener reps on the PNB.




Current Language:
Article Five, Section 1, subsection C (Number on PNB)
"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."


(deleted language in brackets [] and strikethrough text, added
language in italics):
"Starting with the Director elections following approval of this
amendment, there shall be [a minimum of twenty-two (22) and a
maximum for twenty-three (23)] seventeen (17) 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)] three (3) Directors [three (3) of whom shall be
Listener-Sponsor Delegates and one (1) of whom shall be a Staff
Delegate], with no more than one from each station being a Staff
Delegate --for a total of [twenty (20)] fifteen (15) "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.]"


Proposed Language:
Article Five, Section 1, subsection C (Number on PNB):
"Starting with the Director elections following approval of this
amendment, there shall be seventeen (17) Directors of the
Foundation. 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 three (3) Directors, with
no more than one from each station being a Staff Delegate - for a
total of fifteen (15) "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."




Current Language:
Article Five, Section 3B (Election)
"The Delegates for each radio station shall meet annually in early
January to elect four Directors to represent that radio station on
the Board. The Delegates of both classes of Members, voting
together, shall elect three Listener-Sponsor Directors using the
Single Transferable Voting method, and shall elect one Staff
Director using the Instant Runoff Voting method, to represent that
radio station on the Board. The Staff Director must be a Staff
Delegate. The Listener-Sponsor Directors must be Listener-Sponsor
Delegates."


(deleted language in brackets [] and strikethrough text, added
language in italics):
"The Delegates for each radio station shall meet annually in early
January to elect [four] three Directors to represent that radio
station on the Board. The Delegates of both classes of Members,
voting together, shall elect [three Listener-Sponsor Directors using
the Single Transferable Voting method, and shall elect one Staff
Director using the Instant Runoff Voting method] the Directors using
the Single Transferable Voting method, with no more than one staff
member elected from each station, to represent that radio station on
the Board. [The Staff Director must be a Staff Delegate. The
Listener-Sponsor Directors must be Listener-Sponsor Delegates.


Proposed Language:
Article Five, Section 3B (Election):
"The Delegates for each radio station shall meet annually in early
January to elect three Directors to represent that radio station on
the Board. The Delegates of both classes of Members, voting
together, shall elect the Directors using the Single Transferable
Voting method, with no more than one staff member elected from each
station, to represent that radio station on the Board."




Current Language:
Article Five, 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) 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.


Proposed Language:
Non-existent. Section and at-large position would be eliminated.


Endorsers:
Carolyn Birden-WBAI, Janet Coleman-WBAI, Janis Lane-Ewart -AFFIL.,
Heather Grey-AFFIL, Kim Kaufman-KPFK, Richard Uzzell-KPFT

5. Proportional reduction in size of the PNB: Art. 5 Sec. 1 (C)

Rationale/Description:
This amendment both reduces the size of the PNB while making it more
proportional to the size of the combined total of listener, paid and
unpaid staff membership and therefore more reflective of its
membership.
The Foundation can ill afford either the cost of the lengthy,
frequent and costly PNB meetings necessitated by the size of the
Board.


Current Language:
Article Five, Board of Directors of the Foundation, Section 1:
Board of Directors -
Eligibility, Number, Powers and Duties
C. NUMBER
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.
Proposed Amended Text below: Deletions are in parenthesis or in
brackets when existing text is already in parenthesis. Added text is
CAPS
C. NUMBER
There shall be a minimum of ELEVEN (11) {(22)} and a maximum (for)
OF twenty-(three) ONE (21) {(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 PROPORTIONAL TO THE
COMBINED TOTAL OF LISTENER, PAID AND UNPAID STAFF MEMBERSHIP. The
Delegates from the five Foundation radio stations shall each elect A
MNIMUM OF TWO AND A MAXIMUM OF four (4) Directors. (:) THE DELEGATES
FROM THE FIVE FOUNDATION RADIO STATIONS SHALL ELECT ONE (1) DIRECTOR
FOR EVERY FIVE THOUSAND (5,000) listener, PAID AND UNPAID members OF
THAT STATION. THE DIRECTORS ELECTED MAY BE FROM EITHER (three (3)
of whom shall be) Listener-Sponsor Delegates (and one (1) of whom
shall be a) AND/OR Staff DelegateS. ( -- 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 ONE
(1) (two) {(2)} "Affiliate Representative" Director(s) 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.)
Proposed Language:
C. NUMBER
There shall be a minimum of eleven (11) and a maximum of twenty-one
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 representation from each of the Foundation's five radio
stations proportional to the combined listener, paid and unpaid
staff membership. The Delegates from the five Foundation radio
stations shall each elect a minimum of two (2) and a maximum of four
(4) Directors. The Delegates from the five Foundation radio stations
shall elect one (1) Director for every five thousand (5,000)
listener, paid and unpaid staff members of that station. The
Directors elected may be either Listener-Sponsor Delegates and/or
Staff Delegates as set forth in Section 3 of this Article of the
Bylaws. In addition, the Board shall elect one (1) "Affiliate
Representative" Director from nominees submitted as set forth in
Section 4 of this Article of the Bylaws.
Proposed by:
Rodrigo Argueta-LPFK, Lydia Brazon-KPFK, Jim Brown-WPFW, Benito Diaz-
WPFW, Tony Norman-WPFW, Lawrence Reyes-KPFK, Margy Wilkinson-KPFA

6. Election of station representative (Conditional upon Item 5): Art. 5
Sec. 3 (B)

Rationale/Description:
If the Amendment to reduce the size of the PNB and make it
proportional to its listener, paid and unpaid membership passes, it
would necessitate an amendment of Article Five, Section 3 as
follows:


Current Language:
Article Five, Board of Directors of the Foundation, Section 3:
Nomination
and Election of Station Representative Directors

A. NOMINATION
Any current Delegate of any class of Members may nominate any other
current Delegate of any class of Members serving the same radio
station for the office of Director, provided that the nominee has
served at least one year as a Delegate for that radio station. Said
nominations shall be given in writing to the Recording Secretary for
the radio station Local Station Board ("LSB") by December 31 prior
to the election of Directors in January..
B. ELECTION
The Delegates for each radio station shall meet annually in early
January to elect four Directors to represent that radio station on
the Board. The Delegates of both classes of Members, voting
together, shall elect three Listener-Sponsor Directors using the
Single Transferable Voting method, and shall elect one Staff
Director using the Instant Runoff Voting method, to represent that
radio station on the Board. The Staff Director must be a Staff
Delegate. The Listener-Sponsor Directors must be Listener-Sponsor
Delegates.
C. SEATING OF STATION REPRESENTATIVE DIRECTORS
All newly elected Station Representative Directors shall be seated
at the Meeting of the Board of Directors held in late January each
year, when their terms shall commence.
Proposed Amended Text below: Deletions are in parenthesis or in
brackets when existing text is already in parenthesis. Added text is
CAPS

Article Five, Board of Directors of the Foundation, Section 3:
Nomination
and Election of Station Representative Directors

A. NOMINATION
Any current Delegate of any class of Members may nominate any other
current Delegate of any class of Members serving the same radio
station for the office of Director, provided that the nominee has
served at least one year as a Delegate for that radio station. Said
nominations shall be given in writing to the Recording Secretary for
the radio station Local Station Board ("LSB") by December 31 prior
to the election of Directors in January..
B. ELECTION
The Delegates for each radio station shall meet annually in early
January to elect BETWEEN TWO AND four Directors to represent that
radio station on the Board. The Delegates of both classes of
Members, voting together, shall elect (three Listener-Sponsor) THEIR
Directors using the Single Transferable Voting method, (and shall
elect one Staff Director using the or Instant Runoff Voting method),
to represent that radio station on the Board. (The Staff Director
must be a Staff Delegate. The Listener-Sponsor Directors must be
Listener-Sponsor Delegates.)
C. SEATING OF STATION REPRESENTATIVE DIRECTORS
All newly elected Station Representative Directors shall be seated
at the Meeting of the Board of Directors held in late January each
year, when their terms shall commence.
Proposed Language:
Article Five, Board of Directors of the Foundation, Section 3:
Nomination
and Election of Station Representative Directors
A. NOMINATION
Any current Delegate of any class of Members may nominate any other
current Delegate of any class of Members serving the same radio
station for the office of Director, provided that the nominee has
served at least one year as a Delegate for that radio station. Said
nominations shall be given in writing to the Recording Secretary for
the radio station Local Station Board ("LSB") by December 31 prior
to the election of Directors in January..
B. ELECTION
The Delegates for each radio station shall meet annually in early
January to elect between two and four Directors to represent that
radio station on the Board. The Delegates of both classes of
Members, voting together, shall elect their Directors using the
Single Transferable Voting method to represent that radio station on
the Board.
C. SEATING OF STATION REPRESENTATIVE DIRECTORS
All newly elected Station Representative Directors shall be seated
at the Meeting of the Board of Directors held in late January each
year, when their terms shall commence.
Proposed by:
Rodrigo Argueta-KPFK, Lydia Brazon-KPFK, Jim Brown-WPFW, Benito Diaz-
WPFW
Tony Norman-WPFW, Lawrence Reyes-KPFK, Margy Wilkinson-KPFA


7. Reducing Affiliate Directors by one (after Proportional #5): Art. 5
Sec. 4

Rationale/Description:
If the Amendment to reduce the size of the PNB and make it
proportional to its listener, paid and unpaid staff membership
passes, it would necessitate an amendment of Article Five, Section 4
as follows. It may also stand on its own as an amendment and reduce
by one (1) the size of the PNB.


Current Language:
Article Five, Board of Directors of the Foundation, Section
4: Nomination and
Election of Affiliate Representative Directors

A. NOMINATION
Any Foundation "affiliate station" (as defined below) or any
association of affiliate stations may nominate one or more
candidates for the two Affiliate Director positions on the Board.
Nominations shall close on November 15th each year and shall be
submitted in writing to the Foundation Secretary for forwarding to
the board. Every affiliate station or association of affiliate
stations submitting nominee(s) shall include with said nomination(s)
a written explanation of its procedure for selecting the nominee(s).
Said statement shall be certified by the station general manager or
the governing board secretary of each affiliate station nominating
said candidate(s) or by the secretary of the association of
affiliate stations, as appropriate. In addition, each nominee shall
submit his/her resume and a statement of his/her interest in serving
as a Director of the Foundation. The Foundation Secretary shall
forward to all Foundation Directors all materials submitted
supporting each nominee not later than December 1st.
For purposes of this Section, an "affiliate station" shall be
defined as any non-profit non-commercial broadcaster that broadcasts
programming provided or distributed by the Foundation pursuant to a
written agreement with the Foundation, including, for example,
community radio stations, internet broadcasters or digital
broadcasters, as such technology may be developed. An affiliate
station shall not be a radio station whose broadcast license is held
by the Foundation. For purposes of this Section, an "association of
affiliate stations" shall be defined as any group of affiliate
stations that have joined together to form an association, provided
that said association has adopted bylaws and its membership is
limited solely of affiliate stations.
B. ELECTION
As the first order of business, and given 30 days advance notice, at
a Board meeting in December each year, the Directors present and
voting (excluding any then current Affiliate or At-Large Directors
from the vote) shall establish a protocol for balloting and shall
elect two (2) Affiliate Representative Directors from the nominees
submitted by affiliate stations and/or affiliate station
associations, using the Single Transferable Voting method. Affiliate
Directors shall serve for a one-year term which shall commence with
their seating at the regular January Board meeting.
Proposed Amended Text below: Deletions are in parenthesis or in
brackets when existing text is already in parenthesis. Added text is
in CAPS

Article Five, Board of Directors of the Foundation, Section 4:
Nomination and
Election of Affiliate Representative Directors

A. NOMINATION
Any Foundation "affiliate station" (as defined below) or any
association of affiliate stations may nominate one or more
candidates for ONE ( the two) Affiliate Director position(s) on the
Board. Nominations shall close on November 15th each year and shall
be submitted in writing to the Foundation Secretary for forwarding
to the board. Every affiliate station or association of affiliate
stations submitting nomines shall include with said nominations a
written explanation of its procedure for selecting the nominees.
Said statement shall be certified by the station general manager or
the governing board secretary of each affiliate station nominating
said candidates or by the secretary of the association of affiliate
stations, as appropriate. In addition, each nominee shall submit
his/her resume and a statement of his/her interest in serving as a
Director of the Foundation. The Foundation Secretary shall forward
to all Foundation Directors all materials submitted supporting each
nominee not later than December 1st.
For purposes of this Section, an "affiliate station" shall be
defined as any non-profit non-commercial broadcaster that broadcasts
programming provided or distributed by the Foundation pursuant to a
written agreement with the Foundation, including, for example,
community radio stations, internet broadcasters or digital
broadcasters, as such technology may be developed. An affiliate
station shall not be a radio station whose broadcast license is held
by the Foundation. For purposes of this Section, an "association of
affiliate stations" shall be defined as any group of affiliate
stations that have joined together to form an association, provided
that said association has adopted bylaws and its membership is
limited solely of affiliate stations.
B. ELECTION
As the first order of business, and given 30 days advance notice, at
a Board meeting in December each year, the Directors present and
voting (excluding any then current Affiliate {or At-Large} Directors
from the vote) shall establish a protocol for balloting and shall
elect ONE (two) {(2)} Affiliate Representative Director(s) from the
nominees submitted by affiliate stations and/or affiliate station
associations, using the (Single Transferable) INSTANT RUNOFF Voting
method. THE Affiliate Director(s) shall serve for a one-year term
which shall commence with their seating at the regular January Board
meeting.
Proposed Language:
Article Five, Board of Directors of the Foundation, Section 4:
Nomination and
Election of Affiliate Representative Directors
A. NOMINATION
Any Foundation "affiliate station" (as defined below) or any
association of affiliate stations may nominate one or more
candidates for one Affiliate Director position on the Board.
Nominations shall close on November 15th each year and shall be
submitted in writing to the Foundation Secretary for forwarding to
the board. Every affiliate station or association of affiliate
stations submitting nominees shall include with said nominations a
written explanation of its procedure for selecting the nominees.
Said statement shall be certified by the station general manager or
the governing board secretary of each affiliate station nominating
said candidates or by the secretary of the association of affiliate
stations, as appropriate. In addition, each nominee shall submit
his/her resume and a statement of his/her interest in serving as a
Director of the Foundation. The Foundation Secretary shall forward
to all Foundation Directors all materials submitted supporting each
nominee not later than December 1st.
For purposes of this Section, an "affiliate station" shall be
defined as any non-profit non-commercial broadcaster that broadcasts
programming provided or distributed by the Foundation pursuant to a
written agreement with the Foundation, including, for example,
community radio stations, internet broadcasters or digital
broadcasters, as such technology may be developed. An affiliate
station shall not be a radio station whose broadcast license is held
by the Foundation. For purposes of this Section, an "association of
affiliate stations" shall be defined as any group of affiliate
stations that have joined together to form an association, provided
that said association has adopted bylaws and its membership is
limited solely of affiliate stations.
B. ELECTION
As the first order of business, and given 30 days advance notice, at
a Board meeting in December each year, the Directors present and
voting (excluding any then current Affiliate Directors from the
vote) shall establish a protocol for balloting and shall elect one
Affiliate Representative Director from the nominees submitted by
affiliate stations and/or affiliate station associations, using the
Instant Runoff Voting method. The Affiliate Director shall serve for
a one-year term which shall commence with their seating at the
regular January Board meeting.
Proposed by:
Rodrigo Argueta-KPFK, Lydia Brazon-KPFK, Jim Brown-WPFW, Benito Diaz-
WPFW,
Tony Norman-WPFW, Lawrence Reyes-KPFK, Margy Wilkinson-KPFA

8. At-large Directors (after Proportional #5): Art. 5 Sec. 5

Rationale/Description:
Deletes Article, 5, Sec. 3 Election of At-Large Directors
If the Amendment to reduce the size of the PNB and make it
proportional to its listener, paid and unpaid staff membership
passes, it would necessitate an amendment of Article Five, by
deleting all of Section 5. This amendment may also stand on its own
and be passed and potentially eliminate the increase in size of the
PNB.
Current Language:
Article Five, Board of Directors of the Foundation, 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) 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.
Proposed by:
Rodrigo Argueta-KPFK, Lydia Brazon-KPFK, Jim Brown-WPFW, Benito Diaz-
WPFW,
Tony Norman-WPFW, Margy Wilkinson-KPFA

9. Concerning In-person Meetings of the PNB: Art. 6 Sec. 1


Rationale / Description:
The amendment intends to allow greater flexibility and latitude to
the Board in keeping with the needs and realities of the Pacifica
Foundation in any given year. Financial constraints and weather
events are among the considerations the board may factor into their
yearly scheduling of in-person meetings. The amendment allows for a
range of between one to four meetings per calendar year. It also
removes the specificity of naming the months in which in-person
meetings are held, beyond that of the "Annual Meeting" in late
January.

Current Language:
Article Six, Meetings of the Board of Directors, Section 1: Time and
Place of Meetings


The "Annual Meeting" of the Board of Directors shall take place
in late January each year, or at such other times and places as
agreed by a majority vote of the Board of Directors. The Board shall
also regularly meet in March, June and September of each year. The
four regular Board meetings shall rotate through the five Foundation
radio station areas so that meetings do not take place twice in the
same radio station area until a meeting has been held in all other
station areas.


DELETED LANGUAGE IN BRACKETS, ADDED LANGUAGE IN CAPS
Article Six, Meetings of the Board of Directors, Section 1: Time and
Place of Meetings


The "Annual Meeting" of the Board of Directors shall take place
in late January each year, or at such other times and places as
agreed by a majority vote of the Board of Directors. The Board shall
{also} {regularly} meet {in March, June and September of} ONE TO
FOUR TIMES each calendar year AS AGREED BY A MAJORITY VOTE OF THE
BOARD OF DIRECTORS. The ONE TO four IN- PERSON regular Board
meetings shall rotate through the five Foundation radio station
areas so that meetings do not take place twice in the same radio
station area until a meeting has been held in all other station
areas.


Proposed Language:
Article Six, Meetings of the Board of Directors, Section 1: Time and
Place of Meetings


The in-person "Annual Meeting" of the Board of Directors shall
take place in late January each year, or at such other times and
places as agreed by a majority vote of the Board of Directors. The
Board shall meet in person one to four times each calendar year as
agreed by a majority vote of the Board of Directors. The one to four
in-person regular Board meetings shall rotate through the five
Foundation radio station areas so that meetings do not take place
twice in the same radio station area until a meeting has been held
in all other station areas.


Endorsers:
Rodrigo Argueta-KPFK, Lydia Brazon-KPFK, Benito Diaz-WPFW, Hank Lamb-
KPFT, Brian Edwards-Tiekert-KPFA, Lawrence Reyes-KPFK, Margy
Wilkinson-KPFK.



10. Concerning meeting notice: Art. 6 Sec. 4

Rationale/Description:
Reconciles Notice Compliance of PNB Meetings with PNB's Meeting
Practice and Needs to Conduct Foundation Business

This amendment proposes to remedy two issues. The PNB has, almost
always, held regular meetings of the PNB on the telephone, side-
stepping the criteria of a special meeting. In the interest of
proper compliance, and having experienced the constraints of
attempting to hold to the special meeting criteria in recent months,
we need to bring the Notice requirements in line with our
established and necessary practice. Pacifica's meeting notice
requirements have gone beyond what is required by CPB and this
amendment seeks to provide for reasonable "notice directed toward
those individuals who could be most reasonably expected to have an
interest in attending the meetings" as articulated in the Open
Meeting Requirements of the Communications Act. The proposing
directors believe this amendment provides proper notice of meetings
while removing elements which put Pacifica at risk for non-
compliance.
Current Language:
Article Six, Meetings of the Board of Directors,
Section 4: Notice

Notice of every regular meeting of the Board of Directors, stating
the time and place of said meeting, and the purposes thereof, shall
be sent to each Director by first class mail, facsimile or email,
according to the preference each Director specifies in writing to
the Foundation's Secretary, at least thirty (30) days before any
such meeting. Special meetings shall require only seven (7) days
advance notice, but shall also require telephonic notice by leaving
a message at the telephone number given to the Foundation's
Secretary for such notice by each Director, and shall specify the
purpose of the meeting. No additional business not stated in the
notice shall be conducted at a special meeting. Notice of all
meetings shall be placed on the Foundation's website and announced a
minimum of 3 times daily on air for five consecutive days on all
Foundation radio stations, beginning, whenever reasonably possible,
no later than ten days before the date of said meeting.
Notice of a meeting hereunder will be deemed waived by a Director
who affirmatively agrees to attend a meeting or to waive this
advance notice requirement, signs a waiver of notice or a written
consent to hold the meeting, or who attends the meeting without
protesting prior to the meeting or upon commencement of the meeting
to the lack of notice to that Director.
Proposed amended text below: Deletions are enclosed in parenthesis (
) and added text is in CAPS:

Article Six, Meetings of the Board of Directors, Section 4: Notice

Notice of every regular OR SPECIAL IN-PERSON meeting of the Board of
Directors, stating the time and place of said meeting, and the
purposes thereof, shall be sent to each Director , AT LEAST THIRTY
(30) DAYS BEFORE ANY SUCH MEETING by (first class mail, facsimile
or) email, UNLESS AN ALTERNATIVE MEANS OF NOTICE BY A DIRECTOR IS
SPECIFIED (according to the preference each Director specifies) in
writing to the Foundation's Secretary. (at least thirty (30) days
before any such meeting) REGULAR OR Special meetings shall require
only seven (7) days advance notice, (but shall also require
telephonic notice by leaving a message at the telephone number given
to the Foundation's Secretary for such notice by each Director,) and
shall specify the purpose of the meeting. No additional business not
stated in the notice shall be conducted at a special meeting. Notice
of all meetings shall be placed on the Foundation's website. IN-
PERSON REGULAR OR SPECIAL MEETINGS (and) SHALL BE announced a
minimum of 3 times daily on air for five consecutive days on all
Foundation radio stations, beginning, whenever reasonably possible,
no later than ten days before the date of said meeting.
Notice of a meeting hereunder will be deemed waived by a Director
who affirmatively agrees to attend a meeting or to waive this
advance notice requirement, signs a waiver of notice or a written
consent to hold the meeting, or who attends the meeting without
protesting prior to the meeting or upon commencement of the meeting
to the lack of notice to that Director.
Proposed Language:
Article Six, Meetings of the Board of Directors, Section 4: Notice
Notice of every regular or special in-person meeting of the Board of
Directors, stating the time and place of said meeting, and the
purposes thereof, shall be sent to each Director at least thirty
(30) days before any such meeting by email, unless an alternative
means of notice by a Director is specified in writing to the
Foundation's Secretary. Regular or special meetings shall require
only seven (7) days advance notice, and shall specify the purpose of
the meeting. No additional business not stated in the notice shall
be conducted at a special meeting. Notice of all meetings shall be
placed on the Foundation's website. (and) In-person regular or
special meetings shall be announced a minimum of 3 times daily on
air for five consecutive days on all Foundation radio stations,
beginning, whenever reasonably possible, no later than ten days
before the date of said meeting.
Notice of a meeting hereunder will be deemed waived by a Director
who affirmatively agrees to attend a meeting or to waive this
advance notice requirement, signs a waiver of notice or a written
consent to hold the meeting, or who attends the meeting without
protesting prior to the meeting or upon commencement of the meeting
to the lack of notice to that Director.


Proposed by:
Rodrigo Argueta-KPFK, Lydia Brazon-KPFK, Jim Brown-WPFW, Benito Diaz-
WPFW,
Tony Norman-WPFW, Lawrence Reyes-KPFK, Margy Wilkinson-KPFA

11. Restriction of LSB Treasurer Position: Art. 7 Sec. 5


Rationale / Description:
The proposed amendment seeks to preclude any appearance of a
conflict of interest the position of LSB Treasurer shall not be a
member of the station's paid staff since the role of LSB Treasurer
involves the preparation of the budget of his/ her station and also,
as a member of the National Finance Committee makes recommendations
on the annual Pacifica budget (see Article Eight, Other Committees
of the Board of Directors, Section 3: Standing Committees).


Current Language:
Article Seven, Local Station Boards, Section 5: Election of Officers
Each Local Station Board shall elect a Chair, a Vice-Chair, a
Recording Secretary, and a Treasurer, who shall be elected annually
at the December meeting of the LSB for a term of one year using the
Instant Runoff Voting method. Each of these officers shall serve at
the pleasure of the LSB and shall have those powers and shall
perform those duties as may be prescribed by its LSB. With the
exception of the Chair and the Vice Chair, an officer of an LSB is
not required to be a Delegate. Local Station Board officers may not
serve concurrently as Foundation Directors, and must resign their
position as an LSB officer if elected to the Board of Directors.


Proposed Language:
NOTE: Words to be added are in bold and in CAPS.
Each Local Station Board shall elect a Chair, a Vice-Chair, a
Recording Secretary, and a Treasurer, who shall be elected annually
at the December meeting of the LSB for a term of one year using the
Instant Runoff Voting method. Each of these officers shall serve at
the pleasure of the LSB and shall have those powers and shall
perform those duties as may be prescribed by its LSB. With the
exception of the Chair and the Vice Chair, an officer of an LSB is
not required to be a Delegate, AND THE POSITION OF TREASURER SHALL
NOT BE A MEMBER OF THE STATION'S PAID STAFF. Local Station
Boardofficers may not serve concurrently as Foundation Directors,
and must resign their position as an LSB officer if elected to the
Board of Directors.


Endorsers:
Carolyn Birden-WBAI, Janet Coleman-WBAI, Kim Kaufman-KPFK, Janet
Kobren-KPFA, George Reiter-KPFT, Manijeh Saba-WBAI.

12. Doubling the frequency of Bylaw amendments: Art. 17 Sec. 1(B)


Rationale / Description:
The proposed amendment seeks to increase the number of annual Bylaws
Amendment periods from the current once per year to twice per year.


The purpose is to facilitate such changes by increasing the
objective opportunities for members, LSBs and the PNB to propose and
enact such changes.


LSBs and the PNB are often overwhelmed with other work, and as a
result, the annual bylaws amendment process creeps-up on us, filing
deadlines are missed, and we end-up having to wait until the
following year, when the cycle repeats itself. Shortening the
length of time in between amendment periods would help keep the
timeline on people's minds and schedules. The end result would be
bylaws that more accurately reflect current Pacifica reality and
needs.


Current Language:
Article Seventeen, Amendment of Articles of Incorporation and
Bylaws, Section 1: Proposing Amendments


B. VOTING AND APPROVAL
(1) "Unless the Board by a 2/3 vote decides otherwise, there shall
be a maximum of one ballot per calendar year related to the
amendment of the Foundation's Bylaws, which annual voting period
shall be determined by the Board. All properly proposed Bylaw
amendments shall be held until that date which is 45 days before the
earliest of the voting dates of the Board and of the Delegates, as
determined by the Board (the "Notice Date"). On the Notice Date, the
proposed amendment(s) to the Bylaws shall be posted on the
Foundation's we