Comparison of Current and New Bylaws
The complete text of the new proposed Amended and Restated Bylaws for Pacifica are here.
This is a summary that compares the long and complicated current Pacifica Bylaws, approved in 2003 with amendments since then, and the new proposed Amended and Restated Bylaws. For detailed comparison, please refer to those documents.
Also be sure to read the very urgent and important reasons for these new Bylaws: Why New Bylaws Are Needed
Membership Contribution
Under the proposed new Bylaws:
The Listener-Sponsor annual Membership contribution will be $50, or fifteen (15) hours of volunteer service.
Staff-Membership requirements are unchanged.
Under the current Bylaws:
Listener-Sponsor annual Membership contribution is $25, or three (3) hours of volunteer service.
Changes in Board of Directors: Composition and Manner of Election
Under the proposed new Bylaws:
The Board of Directors will consist of 11 Directors: Six (6) At-Large Directors and five (5) Station-Representative Directors. There will be no designated “Affiliate” Directors’ seats on the new board.
The six At-Large Directors will be elected by the Board of Directors as a whole (except for the Transition Board, see below.)
The five Station-Representative Directors will be elected directly by the membership at each station (KPFA, KPFK, KPFT, WBAI and WPFW), one from each station, with both listener-members and staff-members voting together.
There will be no Staff seats on the new Board of Directors.
Under the current Bylaws:
The Board of Directors consists of 22 members: 20 Directors elected by the Delegates (members of the Local Station Boards) – 4 from each of the five Pacifica stations — plus 2 “Affiliate” Directors are elected by the Board of Directors from nominees from stations which air some Pacifica programming but are not owned by the Pacifica Foundation.
Currently, the Delegates at each station each year elect 3 listener members and 1 staff member from among themselves to serve on the national Board of Directors.
Directors’ Terms and Term Limits
Under the proposed new Bylaws:
Directors’ terms will be three (3) years with a two-term limit, requiring a 1-year hiatus before being eligible to run again. Terms will be staggered so no more than 1/3rd of the terms will expire in any given year.
Under the current Bylaws:
Directors’ terms are one (1) year. Directors may serve no more than 5 consecutive years.
Local Station Boards and Delegates
Under the proposed new Bylaws:
There will be no Delegates, no Delegate elections, and no Local Station Boards. The members of the current Local Station Boards may join their station’s Community Advisory Board (CAB) but will have no role in governance. A CAB is required at each station by the Corporation for Public Broadcasting and will operate under the CPB requirements. https://www.cpb.org/stations/certification/cert3
Under the current Bylaws:
The members at each station elect 24 Delegates – 18 elected by the Listener-Sponsor Members and 6 elected by the Staff Members. Half of them are elected in each of two consecutive years, and the third year there is no election.
The Delegates elect from among themselves 4 Directors each year – 3 Listener-Sponsor Members and 1 staff Member.
In addition to electing Directors, the Delegates serve on Local Station Boards (LSBs) for their stations, with the station General Manager as a non-voting member.
Eligibility for Service on the Board of Directors
Under the proposed new Bylaws:
Staff-Members and persons hosting or helping to produce a regular program airing on any Pacifica radio station will not be eligible for service on the Board of Directors, nor are any station or Pacifica Foundation employees.
No person who holds an elected office, or is running for election for office, at any level of government (federal, state or local) will be eligible for service on the Board.
No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board at the same time.
Station-Representative Directors must be Listener-Sponsor Members in good standing of their station at the time of nomination.
At-Large Directors will be recruited by the Board of Directors based upon needed skills on the board and/or background and accomplishments in fields related to the Foundation’s core “peace and justice” mission.
Under the current Bylaws:
Three of the 4 Station Representative Directors from each station each year are Listener-Delegates, and 1 is a Staff-Delegate.
No person who holds any elected or appointed public office at any level of government — federal, state, or local — or is a candidate for such office, is eligible to serve on the Board.
There is no consanguinity rule under the current Bylaws.
Reduction in Number of Elections
Under the proposed new Bylaws:
After the transition, there will be 1 election every 3 years at each station where Listener-Members and Staff-Members, voting all together, directly elect one Station-Representative Director for their station. There will be no additional elections of Directors or Delegates by the Members.
Under the current Bylaws:
There are 2 elections in every 3 years. The members elect half of their 24 Delegates (18 Listener Delegates and 6 Staff Delegates) in each of the two elections in consecutive years. The third year there is no election.
Members’ Rights
Under the proposed new Bylaws:
Listener-Sponsor Members and Staff-Members vote together in the election of their Station Representative Director once every three years.
Members’ rights will remain unchanged as to inspection of Minutes and records.
Voting rights will remain unchanged on the sale, exchange, transfer or disposition of all or substantially all of the Foundation’s assets; on the sale, exchange, transfer or disposition of any of the Foundation’s broadcast licenses; on any merger, its principal terms and any amendment of its principal terms.; on any election to dissolve the Foundation.
Members will have the right to recall their elected Station-Representative Directors.
Staff Members will no longer be eligible to serve on the Board of Directors.
Under the current Bylaws:
Listener-Sponsor Members and Staff-Members vote separately in the Delegate elections two out of every three years. The Delegates then elect from among themselves 3 Listener-Sponsor Member Directors and 1 Staff-Member Director from each station each year.
Amending the Bylaws
Under the proposed new Bylaws:
The Board will be able to amend the bylaws by a 2/3rd majority vote of all the Directors, provided written notice is posted on the Foundation and station websites and a means is provided for members to submit comments to the Board prior to the vote.
The Members will be able to propose Bylaws amendments, by a petition of 1% of the Membership and a majority vote of the Members.
No Amendments changing the number or manner of nomination of Directors of either class may be adopted without a vote of approval of the Members.
No Amendments that would adversely affect the rights of the Members, or any class of Members, may be adopted without a vote of approval of the Members, or class of Members, as the case may be.
Under the current Bylaws:
Currently, amending the bylaws requires the majority vote of all the Directors plus a majority vote of all the Delegates of at least three (3) stations. Members may also propose amendments by petition signed by 1% of the Membership and, if their proposed amendments are not approved by the Directors and Delegates, then the Members may adopt the amendments by a majority vote of the Members.
No amendments that materially adversely affect the rights of the Members, or any class of Members may be adopted without the vote of approval of the Members, or class of Members, as the case may be.
Voting on any amendments must be completed by December 31st of the same calendar year as the amendments are proposed. Amendments proposed by petition of the Members are considered “proposed” when they are submitted to the Secretary of the Foundation.
Also see the Details of Amendment Procedures for Current and New Bylaws with the complete text on this topic from both versions of the Bylaws.
Transition Board Provisions
Under the Proposed New Bylaws
Six Transition At-Large Directors will be seated at a Board meeting after the member vote to approve the proposed new Bylaws. Four of them are: Judy Graboyes, Bob King, Walter Riley, and Norman Stockwell. Their biographies are posted here. They will choose two more from the three “alternates:” Terri Burke, Mustafaa Carrol, and Louis Vandenberg. Their biographies are posted here.
The Five Transition Station Representative Directors will be elected by the members soon after the seating of the Transition At-Large Directors.
The 2019 Board’s terms will carry over until the Transition Board is seated upon the commencement of the first Transition Board meeting.
Quorum Change
Under the proposed new Bylaws:
A quorum for any action by membership vote shall be 5% of the members, or 5% of the members associated with that station.
Under the current Bylaws:
For purposes of any election or written ballot, a quorum of the Listener-Sponsor Members shall be ten percent (10%) of those Listener-Sponsor Members entitled to vote on the matter as of the applicable record date. A quorum of the Staff Members shall be one-fourth (1/4) of those Staff Members entitled to vote on the matter, as of the applicable record date. A quorum for any action requiring the approval of “the Members”, as opposed to a separate vote by each class of Members, shall be 10% of all Members entitled to vote on the matter as of the applicable record date.