A Letter to Pacifica Members re Criticism of the Proposed New Bylaws

Dear Pacifica Radio Members, 

New Bylaws are being proposed to change the governance structure of the Foundation.

Understandably, there have been some criticism of the new Bylaws.

Following is an argument in support of the new Bylaws.

What listeners, staff, and affiliates want is a financially viable network that is supported by members who subscribe to the station for its programming.

In order to have a financial healthy network, the network needs a board where the members spend the board meeting time, working to bring financial stability to the Foundation, instead of fighting factional battles.

Pacifica’s current democratic governance structure that we had over the last 17 years has failed to do that.

In 2019, the board had 39 open meetings and 23 closed meetings over 44 days.

1. At the end of 2019, the board had not completed previous year’s audit, risking the non-profit status of the foundation.

2. At the end of 2019, the board had not come up with the plan to pay off the $3.25 million loan due in full on April 1, 2021.


There are reasons the current democratic governance structure has not worked.

1. Democratically elected Board have resulted in creating factions where fighting factional battles became more important than looking after the business of the foundation,

2. Factional alliance became the criteria for getting on the board rather than skills and expertise needed on the board, further dividing the board.

The main arguments against the new Bylaws are that the new Bylaws are undemocratic and will create self-selecting Board.

1. It is true that the self-selecting Board that precipitated the 1999 crisis did not work, and we do not want to return to that.

2. However, we had democratically elected Board over last 17 years, and that has not worked.


The proposed new bylaws tries to avoids the negative aspects of the previous boards and retain the positive aspects of the previous boards.

1. Five Station Representative Directors are democratically elected by the stations members. Because the members will directly elect one Director from each station, that individual will more likely have the skill set needed on the board,  They will present themselves, their qualification, and vision to the voters rather than in the past when people were elected based on the slate they were running on.

2. Six Directors appointed by the Board will bring experience and expertise that station representatives might not have.

Another argument against the new Bylaws is that it will do away with our Local Station Board and turn it into an advisory board.

1. With the current Bylaws the LSB IS an advisory board with the exception of electing Directors. With the new bylaws Station Representative Directors will be democratically elected by the members.

2. Corporation for Public Radio (CPB) mandates that each station has a Community Advisory Board (CAB), so the advisory role of the LSB can be folded into the CAB.

Another argument against the new Bylaws is that the quorum for membership votes would be only 5%, instead of the current 10% of members, making it easier to sell assets like a station.

1. Many times over the past 17 years stations have had difficulty reaching quorum, sometimes delaying the elections of the Local Station Boards for several weeks.  The 5% quorum of membership will give the members who are interested the ability to elect Directors and to vote on measures that require their approval.

2. Only reason the network would be in a situation where they would even consider selling a station is if the board is so dysfunctional that they cannot manage the financial affairs.  That is what we are trying to prevent!

Another argument against the new Bylaws concerns staff and affiliate representation.

1. The new Bylaws remove staff directors, but the staff has large influence in the selection for the one station representative because of their position.

2. Currently affiliate directors are selected based on factional alliance.

3. The staff and affiliates will benefit from a financially healthy network rather than no network.

One should be mindful of where the most vocal opposition comes from

1. There are bad actors who are eyeing the $100 Million in assets, and want to keep the current dysfunctional governance structure.

2. There are those that have carved out a niche within the current factional governance structure and want to keep that power even though the factional governance structure is imperiling the Foundation.

3. What is ironic is that those who say they are for democracy are trying to block the members, who finance the network, from voting on the type of governance structure members want.

As you weigh whether to keep the current governance structure or try a new governance structure, remember that Pacifica needs a credible and responsible National Board that can bring financial stability to the Foundation, so that staff is free to produce programs that follow the Pacifica mission, and the listeners and the affiliates are motivated to financially support the network.


Akio Tanaka

2017 PNB Secretary