Comparison of Bylaws Amendment Procedures for Current and Proposed Bylaws
Proposed Amending Procedures for New Bylaws
ARTICLE XII. AMENDMENTS
The Board of Directors may amend these Bylaws by a 2/3rds majority vote of all the Directors at a regular or special meeting, provided however that written notice setting forth the amendment or summary of the changes to be effected thereby shall be given to each director and shall be posted on the Foundation website and each Pacifica radio station website at least thirty (30) days prior to the vote. Members shall be provided with a means to electronically submit written comments to the Board on the proposed amendments prior to the meeting.
Members may propose Amendments by a petition signed by 1% of the total membership. The proposed Amendments may be adopted by a 2/3rds majority vote of all the Directors, and if they fail to adopt them, then by a vote of approval of the members.
No amendment that changes the number of Directors of either class, or the manner of nomination or election of any class of Directors may be adopted without the vote of approval of the members. No amendment that adversely affects the rights of the members, or any class of members, as specified in these Bylaws or under the California Nonprofit Corporation Law may be adopted without the vote of approval of the members, or the affected class of members, as the case may be. The Bylaws may not be restated without a majority vote of the Members.
Amending Procedures with Current Bylaws
Article Seventeen, Amendment of Articles of Incorporation and Bylaws, Section 1: Amendment of Bylaws
A. PROPOSING AMENDMENTS
Amendments may be proposed by:
(1) six (6) Directors;
(2) a majority vote of the Delegates of each of two radio stations;; or
(3) a petition signed by at least one percent (1%) of all Members, which petition to be considered “proposed” must be delivered to the Foundation’s Secretary.
B. VOTING AND APPROVAL
(1) Unless the Board by a 2/3 vote decides otherwise, there shall be a maximum of two ballots 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 website and the Foundation’s radio stations shall broadcast an announcement three times a day – twice between 6:00 AM and 11:00 PM and once between 11:00 PM and 6:00 AM for a period of 45 days (the “Notice Period”) regarding the existence of the proposed amendment(s) on the Foundation’s website for review and the upcoming vote by the Board and Delegates regarding said amendment(s). The results (Over) of said voting by the Board and the Delegates on the proposed amendment(s) shall be reported within 15 days of the Board and Delegates meetings to vote on these amendments.
(2) In order for new Bylaws to be adopted, or these Bylaws amended or repealed and subject to Section 1(B)(3) below:
(i) except as provided in Section 1(B)(3) below, the proposed amendment(s) must be approved by the majority of all Directors on the Board and by the majority vote of all the Delegates of at least three of the Foundation radio stations.. The Delegates shall vote on the proposed amendment(s) within the 60 day period beginning with the voting date of the PNB.; or
(ii) in the case of amendment(s) proposed by Member petition pursuant to Section 1(A)(3) above, said proposed amendment(s) must first be presented to the Board and the Delegates for approval as set forth in Section 1(B)(2)(i) above. If any proposed amendment is approved by the Board and the Delegates, then, unless membership approval is required under Section 1(B)(3) below, the amendment shall be adopted. If any proposed amendment is not approved by the Board and Delegates, then it shall be submitted to the Members for approval and shall be adopted if approved by the Members as set forth in Section 1(B)(4) below. Voting shall be completed by December 31 of the year in which the amendments are proposed.
(3) The Members shall vote on any proposed amendment approved by the Board and the Delegates, even if said amendment was not proposed by Member petition, if said amendment would do any of the following:
(i) increase or extend the terms of Directors or Delegates;
(ii) increase the quorum for Members’ meetings or Members’ actions;
(iii) change proxy rights;
(iv) authorize cumulative voting or a change in the voting method or manner of counting ballots; or (v)materially and adversely affect a Member’s rights as to voting or transfer.
In the event that a proposed amendment would do any one of the above-mentioned things, it shall not be adopted unless also approved by the Members; provided however, that such adoption, amendment or repeal also requires approval by the members of a class if such action would materially and adversely affect the rights of that class as to voting or transfer in a manner different than such action affects another class.
(4) If a vote of the Members is required hereunder for the approval of any proposed amendment, then no later than 60 days after the vote of the Board and Delegates above, written ballots shall be distributed, or otherwise made available to the Members, pursuant to the provisions of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws, to vote on the proposed amendments. To be approved, a proposed amendment must receive the approval of the Members by a majority vote, provided that a quorum must be established by written ballot. If the proposed amendment would impact one class of Members differently from another class, the Members shall vote in classes and the majority vote of the Members of each class shall be required to approve the amendment, provided that a quorum of each class must be established by written ballot. The results of said amendment ballot shall be reported within 30 days of the date the ballots must be returned to be counted and shall be posted on the Foundation’s website.
(5) Notwithstanding any of the provisions of this Section 1(B), these bylaws may not be amended or repealed if said amendment or repeal would: (i) violate any state or federal statute or regulation; (ii) conflict with the Foundation’s Articles of Incorporation; or (iii) create conflicting provisions in these bylaws.