Help Restore Pacifica. VOTE YES for the New Bylaws.

The proposed bylaws are an attempt by “the faction” that brought dysfunction to the Pacifica National Board to trick the listener-members into handing over Pacifica management to their hand-picked directors. Under the proposed bylaws, the six appointed directors would constitute a self-selecting, at-large majority in perpetuity. This unelected board majority will evolve over time as some directors leave and as the remaining directors appoint like-minded replacements resulting in monolithic thinking. There is an assumption that the new directors have no need for experience in radio, or vision for Pacifica, or connection to the communities Pacifica serves -- a recipe for a board out of touch with the listener-members who fund Pacifica. The advocates for change claim there is a need of a professional class to make all the decisions - an elitist top-down organization where staff have no voice. Under the proposed bylaws, there will be no democratically-elected Local Station Boards (LSBs) tasked to watch over station management and to ensure that the stations serve the local community. Don’t fall for the fear tactics being employed by this faction. Vote NO on the bylaws.

This article is online at:
https://pacificainexile.org/archives/2967

We have prepared this list to assist the members to analyze some of the things that would change. We encourage attention to items 26 and 29, which we have not heard cited much in the discussions to date. These are presented in the order in which the language appears in the new bylaws draft, not in order of significance.

1. Location of the Pacifica Foundation national headquarters. They place the headquarters of the national foundation inside KPFA at 1929 Martin Luther King Jr Way when the national office has never been permanently lodged inside KPFA and is in the process of moving to Los Angeles right now.

2. Price of a voting membership goes up from $25 per person to $50 per person per year. This is a bigger annual donation level to maintain basic voting rights and requires $100 a year from couples if both wish to vote.

3. Volunteer for membership goes up from 3 hours to 15 hours a year. People who pick up memberships by volunteering in the fund drive room or tabling at events would have to book 5 times as many hours each year

4. Rolling elections make it easier for out of staters to vote in local elections. Since there would only be one or two elections each year at different stations, people interested in shaping what the board looks like can send in temporary membership donations to stations other then their local one during election years without losing the right to vote at their own stations. This could result in local elections for a station rep being controlled by out of staters.

5. Lowers quorum to 5% from 10% in any membership election. This includes station director elections (at small stations like KPFT, the quorum for a director election would be about 385 voters) and membership elections for further bylaws changes that affect membership rights like changes in the make-up of the board or the sell, swap or transfer of a station license.

6. Member petition signature requirement remains at 1% of members. Retaining this absurdly low requirement (which is one of the things in the existing bylaws that should be changed) allows any group of 500 people to compel the Foundation to spend $50,000 to $100,000 on a special election at any time.

7. Election record date may be set by executive director. This appropriates responsibilities given to an election contractor to the ED who has an interest in the make-up of the board of directors. Pacifica has had member elections thrown out of court in previous years due to improper setting of record dates for reasons of internal politics.

8. Station Directors may be out of staters and may be political appointees. Local signal areas will only have one national representative. There is no requirement for that local representative to reside in the signal area or have a long-term member relationship to the signal area they represent. The long standing ban on direct political appointees on the Pacifica board is removed.

9. No paid or unpaid staff on the board. Both paid employees and any member of the unpaid staff including hosts, producers and technical staff are prohibited from board service.

10. Term limits decrease. National board members may serve for up to 7 years, an increase from the current prohibition of no more then 5 consecutive years.

11. Election costs increase. With station director elections staggered, one or two Pacifica stations will have a director election every single year so the Pacifica Foundation will have to incur election costs every single year instead of the current 2/3.

12. Four board vacancies every year. Due to staggering, both at-large and station directors will be elected every single year with 1-2 at large vacancies and 1-2 station director elections occurring annually and the board make-up potentially shuffling by 1/3 each year.

13. Nomination period for station directors is December 15 to January 15. Sole local elected director nominations will be solicited during one of the busiest times of the year when many people have significant family responsibilities and out of town trips and members will be inundated with fundraising appeals and many ignore their email boxes.

14. ED may dispense with hired outside election contractors and order board secretary, who can be at-large director or hired employee, to act as election supervisor. This allows at-large portion of the board to control the selection of the station-elected members and potentially puts election supervision under the political control of a segment of the board and may result in botched elections if the board secretary lacks training in the conduct of elections.

15. If quorum fails, then pre-selected board members can simply select station directors. Should a local election for a station director not reach the 5% quorum, the rest of the board which is dominated by preselected at large directors can simply pick the station’s elected representative themselves from the nominees for the three year period until the next election.

16. Finance and audit committees are only composed of directors. With an 11 member board, committees will shrink to 3 or so directors each so neither finance nor audit committees will have representation from all 5 station areas. These committees will shrink from 10-15 members to as few as 3.

17. All vacancies filled by board. If an elected station director resigns, their successor will be picked by the board with a dominant preselected majority, so in the event of a resignation by a station-elected director, that signal area will have no member-elected representative for as many as three years until the next election

18. Recall petition signature standard drops from 2% to 1%. Signal areas will have to entertain recall attempts of their sole elected director if 1% of the members so request, which means that at a small station like KPFT, 38 members could force a recall election. With one sole elected member trying to represent multiple constituencies within a signal area, that could lead to many, many recall elections, further driving up election costs and increasing board instability.

19. National board is only required to meet quarterly. This could lead to a pro-forma rubber stamp kind of board. With an at-large majority dominating the board, elected directors would have difficulty pushing for more meetings if the at-large directors are not in support.

20. Board secretary authorized as an outside hired employee. The board secretary becomes a hired employee of the Pacifica Foundation

21. Board quorum is the same as the at-large preselected majority. With the board quorum set at 6, the at-large directors have absolute power to take any action they desire with no support needed from the station-elected directors. Quorum is 6 and there are 6 self-appointed directors.

22. Vice-Chair, Secretary, CFO and Treasurer can all be the same person. There are no restrictions on any board member occupying any and all of these positions simultaneously.

23. Station-elected directors are prohibited from the board chair or treasurer positions. Some directors are more equal than others.The directors elected by the members may not ever serve as chair of the board or as treasurer of the board, essentially preventing the members from having representational access to the central operations of the Foundation they pay to maintain.

24. CFO is supervised by the ED. The supervision of Pacifica’s CFO is removed from the board of directors

25. General managers and program directors, as well as other staff, are removed from indemnification from lawsuits filed against them in the context of performing their work. General managers are no longer automatically indemnified from lawsuits (meaning their legal defense will be paid for by Pacifica). The board may choose to indemnify them and it may choose not too, which can leave managerial employees legally exposed to improper discharge lawsuits.

26. Automatic indemnification is added for “former directors or officers.” Bylaws add automatic indemnification against lawsuits for all former directors or officers, compelling Pacifica to pay for a legal defense for any former member of the board of directors or ED or CFO who is sued in a lawsuit related to Pacifica activities even after they have left the board or the ED position. The costs for this are potentially staggering.

27. Bylaws can be further changed by a 2/3 majority of the board on 30 days notice. Further unknown changes may be made to the bylaws, and unless they very specifically impact member rights, no vetting is required other than 30 days notice prior to a vote. There is no freeze on bylaws changes during the period there will only be 6 at large directors, so 4 people have a months long window to significantly change these bylaws again.

28. Director inspection response time lowered to 5 days. This empowers directors, including at large ones, to pursue court action more quickly if they are not granted access to records they seek.

29. Removes description of conflict of interest criteria from the bylaws. The specific description of what a conflict of interest consists of is removed from the bylaws and replaced with this language. The new language would specifically authorize the actions taken against the WBAI directors to prevent them from voting on the board. This would make any directors voting rights contingent on the majority agreeing to let them vote. “Conflict of interest arises whenever the personal or professional interests of a Director, a management-level Foundation employee, or their respective partners, spouses, or immediate family members (each an “Interested Party”) is at odds with the best interests of The Foundation”.

30. Voting period in member elections reduced to 30 days with no extensions. In any member election, whether to elect a station director or to change the bylaws to allow the sale of a station, the voting period is only 30 days and extensions are not permitted if short of a quorum.

31. Initial elected directors will have staggered terms. Of the five member-elected directors, 2 will have to run again in a year and 2 will have to run again in two years, while at-large directors merely have to be reconfirmed by their colleagues. This will cause the member-elected directors to be distracted with election matters and less able to focus on the Foundation than their self-appointed colleagues.

VOTE NO ON THE PROPOSED ANTI-DEMOCRATIC BYLAWS

What hypocrisy from Akio Tanaka and his SaveKPFA clique buddies. They concocted these new bylaws to prevent any chance of real democratic input into decision making on the running of the Pacifica network.

This clique has taken over the management of KPFA and is steering the station’s programming steadily to the right and into the lap of the corporatist Democratic Party. Russiagate-Russiagate-Russiagate and Trump Delusion Syndrome throughout the daytime airwaves, and practically nothing about the mass radical uprisings in Chile, Ecuador, Lebanon, and Haiti, nor the efforts to defend the valiant whistleblowers Julian Assange and Chelsea Manning.

Their news department is little more than a “rip and read” operation from the mainstream media, with virtually no on the scene coverage of important local events, like the struggle against privatization in the Oakland schools or the fight against housing injustice throughout the Bay Area.

SaveKPFA says they cooked up the new bylaws to overcome factionalism, but their clique has been an obstructionist faction that frustrates all efforts to improve the station and resist their bureaucratic control. They have been the main practitioners of factionalism. It was their faction that deliberately refused to pay property taxes for six years and that failed to submit the books to audits required to qualify for large Corporation for Public Broadcasting grants. Now they exaggerate the status of a financial crisis that they themselves had engineered

It is no surprise that the SaveKPFA faction now proposes these anti-democratic bylaws, because they feel that by removing democratic governance they will secure their bureaucratic control over the station and the network for once and for all.

Pacifica members: VOTE NO ON THESE HORRIBLE BYLAWS

Pete Farruggio, PhD
please visit: https://rescuepacifica.net/

The current Bylaws have no mechanism to recruit and elect qualified candidates, because the board members are elected based on their factional affiliation rather than their qualifications. Pacifica has suffered from this situation for 18 years.

The new Bylaws have Station Representative Directors, who are elected by the station staff and listeners, and At-Large Directors, who are vetted and elected by the full board for their experience and expertise. The initial At-Large Directors are elected by the members when they vote for the new Bylaws.

The replacement Bylaws proposal is not at all "democratic" because the controlling majority are the "At-large" directors, who get to hold 6 out of 11 seats. In addition, these are the directors for which there was NOT any public process at all for choosing them, and there will NOT be any democratic process at all for us -- the listener/donor members -- to replace any of them. (Further, since there wasn't any public process, any claims about "vetting" are simply Orwellian double-speak). Rather, a true democratic process is one whereby ANYONE can apply to run, and whereby all members then get to vote on all of the candidates who do apply (and which includes a "public vetting process"), which of course is NOT the situation with this Bylaws proposal.

Also, as far as "qualified candidates" go, ANYONE who is qualified can of course run as an "independent" -- there is absolutely no requirement whatsoever for candidates to be part of any "faction". In addition, "independents" can also contact any of the "factions" to see if something can get worked out so they can run there. So just as independent senator Bernie Sanders ran as a Democratic Party candidate, it can also happen for KPFA and Pacifica. Or there could be a "3rd party" like Eugene Debs's Socialist Party, which got over 1000 people elected to various offices. In other words, under the current Bylaws, there are definitely LOTS of different ways for "qualified candidates" to get elected. (Also, please note that they will then be "publicly vetted").

But under the replacement Bylaws proposal we're now voting on, no genuinely democratic possibilities will be allowed to take place any longer -- they will be gone forever. So if you support REAL democracy, vote NO -- and Vote NO soon!

Listener members of PacificaKPFA have seen this before:
Justice Fatigue in the Morning at KPFA https://www.indybay.org/newsitems/2010/12/07/18665909.php
Tuesday Dec 7th, 2010 5:39 AM

Imagine if KPFA members were urged in even half the intensive way they're being asked to vote on this -- to VOTE in the regular candidate elections - FOR qualified candidates. The opposite happens EVERY YEAR - and you, Aki, have watched it as well as I have. The same people who are pushing this now have done everything in their power, including actively intimidating election directors and preventing them from doing their jobs and much more to thwart honest elections. So Spooner and others think the solution to that is to get authority - but what about simply using the law to ensure fair elections? -- instead of suing to make sure confused and still uninformed members vote based on who has the most money to push their cause here?

When I asked Spooner, she didn't even listen much to KPFA -- especially to the "news" which is one main source of problems at KPFA. She is not involved day to day except in this project she's been working on for years - and I don't think she appreciates the level of obstruction to fairness some she's allied with now are willing to employ. You should - but you've been persuaded one evil is less than another. I'm certainly not persuaded to vote for this particular bylaws overhaul. I find the posting here and elsewhere of "31 Things" especially useful, though I would not support your version of new bylaws in any case.

I was in a group with several who later came up with this new scheme. We finally, together, "all" sides, agreed to present first to the LSB and we hoped later more widely, a suggestion for starting a very wide conversation ("constitutional convention" if you will) within all of Pacifica about the bylaws needs. When then LSB chair Carole Travis presented it to the board, she slipped in another choice not previously presented to any of our group (not allied with her anyway - probably she did do it in secret though one of our agreements was not to do that) and promoted that - a choice with similarities to the current scheme. She ambushed those of us who had spent many days and hours meeting with her and her allies in good faith. This is the kind of fairness and honestly she offers. It is neither fair nor honest. The group I was part of (as mentioned above) was supposedly working for more listener involvement, better boards, and to protect KPFA's and Pacifica's assets. (Getting more listener involvement was given up on in the face of smarmy propaganda by the usual suspects, and I left the group).

KPFA's building has been invoked to justifiy this new bylaws scheme, saying that this would "protect" the building. One strong belief (still touted) is that KPFA does best (of Pacifica's 5 stations) by far and should be allowed to lead the way. But it was recently uncovered that the business manager at KPFA has not paid property tax for at least 6 years (8 I think, but I have to look back) and the building will be sold at auction in less than a week from now if something isn't done. Yes, the bs. manager claims (as usual) "it's Pacifica's fault." but it's a RADIO STATION. She could have alerted any number of people - even in subtle ways without causing alarm -- that legal help, or even mass-persuasive help with her bogeyman "Pacifica" was needed. It's not as if her allies haven't mounted massive region-wide propaganda campaigns before. That she kept this a secret from those who could help for 6 or 8 years, only letting it out when it was discovered by someone not allied with her does not bode well for those defending this drastic change RIGHT NOW. In fact the non-payment could even be planned. It wouldn't be the first or 2nd time that group has tried to dump the whole shebang to put themselves in charge. And BTW, KPFA's business manager has, at least for the past 12 or so years, been responsible for paying the property tax.

I sympathies with everyone who wants Pacifica governance to be what it should be.