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Why Pacifica Needs New Bylaws
“The New Day Pacifica Bylaws will correct excesses of the present bylaws by reducing the size of the board, getting the Local Station Boards out of station management, and having direct elections of National Board Members, rather than our present, baroque two stage voting process.” - Carol Spooner
The current Bylaws were drafted by a group headed by Carol Spooner after the 1999 crisis. At the time it was felt that all-elected Boards were the preferred governance structure.
However, it became evident that the way the current Bylaws implemented the elections resulted in dysfunctional Boards. National Board Directors are elected by the Local Board, which is akin to our Electoral College, and the National Board Officers are elected by the majority on the National Board, so they are twice removed from the members.
Here are some of the problems resulting from the chronic dysfunction of Pacifica’s National Board.
1. Pacifica has failed every audit since 2015.
2. Pacifica was just kicked out of the Corporation for Public Broadcasting (CPB). Before that, Pacifica’s Board had forfeited nearly $7 million dollars in CPB grants since 2013.
3. Pacifica has no money to pay a $3.2 million loan payment due April 2021.
4. Pacifica has no financial reserves and is close to financial collapse.
-----
Disinterested but knowledgeable third parties have been saying for years that Pacifica needs to change its Bylaws.
Previous Pacifica’s auditors, Regalia and Associate, said in in 2018:
“It appears Pacifica is unable to map out an effective and safe strategy due to the disjointed nature of its various governance Boards which appear to be working at cross purposes… As auditors, we strongly recommend an end to the infighting and unproductive arguments which we have witnessed by listening to and reading Board minutes. The organization’s ability to continue as a going concern is directly related to its ability to follow a rational plan and financially sensible strategy.”
Current Pacifica’s auditors, Rogers & Company, said in 2019:
“As has been communicated by the predecessor independent auditors, we also agree it would be beneficial for the Foundation to review its Bylaws and consider any revisions to simplify them and encourage more productive meetings….”
“…it appears that the Foundation and its several stations would benefit from changes designed to achieve a more productive governance process. We believe that all divisions should restructure their Boards with fewer members, which would hopefully reduce the number of disparate voices and result in more effective governance. Bylaws should be re-written to be more effective, restrict voting participation, and restrict impediments to efficient Board actions and procedures. The current process lends itself to protracted and unproductive discourse between participants....”
Current Pacifica CPA said in 2019:
“Going back to the governance issue. I think part of that concern, and this goes back, this recommendation goes back to probably 2012, with CPB’s recommendations. They been uncomfortable with the structure, and would like to see something little more conventional, and where divisions can be made just in more business like fashion.”
—----
A group of people, in early 2020, put a referendum for a new Bylaws which was soundly defeated.
The drafters of the new Bylaws focused on getting people with experience and expertise on the Board, and many voters felt that it impinged too much on the listener democracy.
However, the need to change the Bylaws remain, so another group, with some members from the first effort, drafted a new set of Bylaws, learning from the short comings of the first effort, and incorporating many of the advice of the disinterested but knowledgeable third parties.
---
Following is a key summary of the New Day Pacifica Bylaws.
1. The National Board size is reduced from 24 to 15.
2. 8 Directors represent each of the stakeholders (the listeners of 5 stations, the paid staff, the volunteer staff, and the affiliates).
3. 4 Board Officers are directly elected by the full membership, instead being elected by the Board, for increased democracy and accountability.
4. 3 Directors are selected by the 12 elected Directors, to bring to the Board experience, expertise, and diversity that Board members might lack, but the Board needs.
5. To remove the over lapping governance structure that have led to grid lock, governance power is removed from the Local Station Board, which now does the work of the CPB mandated Community Advisory Board.
—---
Carol Spooner, co-author of the current Bylaws, supports the New Day Pacifica Bylaws:
“The New Day Pacifica Bylaws will correct excesses of the present bylaws by reducing the size of the board, getting the Local Station Boards out of station management, and having direct elections of National Board Members, rather than our present, baroque two stage voting process.”
-------
Pacifica members can learn more about the New Day Pacifica Bylaws at: https://www.newdaypacifica.org
If you agree that Pacifica needs new Bylaws, please sign the petition at the site.
———-
[Reposted from: https://www.berkeleydailyplanet.com/issue/2020-09-25/article/48734?headline=-Why-Pacifica-Needs-New-Bylaws--Akio-Tanaka- ]
However, it became evident that the way the current Bylaws implemented the elections resulted in dysfunctional Boards. National Board Directors are elected by the Local Board, which is akin to our Electoral College, and the National Board Officers are elected by the majority on the National Board, so they are twice removed from the members.
Here are some of the problems resulting from the chronic dysfunction of Pacifica’s National Board.
1. Pacifica has failed every audit since 2015.
2. Pacifica was just kicked out of the Corporation for Public Broadcasting (CPB). Before that, Pacifica’s Board had forfeited nearly $7 million dollars in CPB grants since 2013.
3. Pacifica has no money to pay a $3.2 million loan payment due April 2021.
4. Pacifica has no financial reserves and is close to financial collapse.
-----
Disinterested but knowledgeable third parties have been saying for years that Pacifica needs to change its Bylaws.
Previous Pacifica’s auditors, Regalia and Associate, said in in 2018:
“It appears Pacifica is unable to map out an effective and safe strategy due to the disjointed nature of its various governance Boards which appear to be working at cross purposes… As auditors, we strongly recommend an end to the infighting and unproductive arguments which we have witnessed by listening to and reading Board minutes. The organization’s ability to continue as a going concern is directly related to its ability to follow a rational plan and financially sensible strategy.”
Current Pacifica’s auditors, Rogers & Company, said in 2019:
“As has been communicated by the predecessor independent auditors, we also agree it would be beneficial for the Foundation to review its Bylaws and consider any revisions to simplify them and encourage more productive meetings….”
“…it appears that the Foundation and its several stations would benefit from changes designed to achieve a more productive governance process. We believe that all divisions should restructure their Boards with fewer members, which would hopefully reduce the number of disparate voices and result in more effective governance. Bylaws should be re-written to be more effective, restrict voting participation, and restrict impediments to efficient Board actions and procedures. The current process lends itself to protracted and unproductive discourse between participants....”
Current Pacifica CPA said in 2019:
“Going back to the governance issue. I think part of that concern, and this goes back, this recommendation goes back to probably 2012, with CPB’s recommendations. They been uncomfortable with the structure, and would like to see something little more conventional, and where divisions can be made just in more business like fashion.”
—----
A group of people, in early 2020, put a referendum for a new Bylaws which was soundly defeated.
The drafters of the new Bylaws focused on getting people with experience and expertise on the Board, and many voters felt that it impinged too much on the listener democracy.
However, the need to change the Bylaws remain, so another group, with some members from the first effort, drafted a new set of Bylaws, learning from the short comings of the first effort, and incorporating many of the advice of the disinterested but knowledgeable third parties.
---
Following is a key summary of the New Day Pacifica Bylaws.
1. The National Board size is reduced from 24 to 15.
2. 8 Directors represent each of the stakeholders (the listeners of 5 stations, the paid staff, the volunteer staff, and the affiliates).
3. 4 Board Officers are directly elected by the full membership, instead being elected by the Board, for increased democracy and accountability.
4. 3 Directors are selected by the 12 elected Directors, to bring to the Board experience, expertise, and diversity that Board members might lack, but the Board needs.
5. To remove the over lapping governance structure that have led to grid lock, governance power is removed from the Local Station Board, which now does the work of the CPB mandated Community Advisory Board.
—---
Carol Spooner, co-author of the current Bylaws, supports the New Day Pacifica Bylaws:
“The New Day Pacifica Bylaws will correct excesses of the present bylaws by reducing the size of the board, getting the Local Station Boards out of station management, and having direct elections of National Board Members, rather than our present, baroque two stage voting process.”
-------
Pacifica members can learn more about the New Day Pacifica Bylaws at: https://www.newdaypacifica.org
If you agree that Pacifica needs new Bylaws, please sign the petition at the site.
———-
[Reposted from: https://www.berkeleydailyplanet.com/issue/2020-09-25/article/48734?headline=-Why-Pacifica-Needs-New-Bylaws--Akio-Tanaka- ]
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Here are the significant changes:
Lowers the standard for future membership petitions to change the bylaws to the signatures of 1% of the members, currently 500-600 people. This allows a small group to force a six figure outlay of charitable donations to entertain their ideas. Pacifica recently changed this bylaws clause to require 5% of the membership to sign on, so that the Foundation does not waste money on referendums that have no chance of passage. By changing it back, the New Day proponents suggest that further amendments are likely in the offing if these new bylaws are adopted. Pacifica has already lost $150,000 to their new bylaws proposals this year, with another $100,000 to come if this new “New Day” bylaws referendum is forced.
A new 15 member Pacifica National Board is 1/5 self appointed, with 4 nationally-elected officers, 3 self-appointed members, 1 national paid staff rep (representing 100 people), 1 national unpaid staff rep (representing 1,000 people), 1 affiliate rep (representing a portion of the 220 affiliates), and 1 elected rep for each station (giving each station 1/15 of the board to represent local interests). This is a cut of 60% of current staff representation, 10x greater influence for each member of the paid staff over each member of the unpaid staff, a 50% cut in affiliate representation, and a 75% cut in each station’s local representation on the national board. It ups the membership requirements for elected members of the national board to 2 years of current uninterrupted membership, making it more difficult for new faces to participate in Pacifica governance.
Sole station-elected directors are supposed to serve on *every* PNB committee, although nonprofit law disallows directors from serving at the same time on finance and audit committees. Station directors can nominally select someone to serve in their stead, but the national board can stop them from doing so by a 2/3 vote. This suggests that some stations may see their station representatives barred from crucial national board committees. No locally-elected director can ever be an officer of the national board.
Affiliates must join a new “Association of Affiliates” 501c3 organization. LPFM and small stations that do not pay annual fees to rebroadcast Pacifica programs are not members of the Pacifica Affiliates for the purpose of participation in governance.
Right of membership recall of elected representatives is eliminated. Only the boards can remove their own members, and should they do so, they can replace the removed members with anyone they choose to serve out the duration of a 3 year term. .
Local Station boards are transformed into Community Advisory Boards. Removes delegates from governance, and any local oversight of station budgets and management personnel. LSB (now CAB) officers directly elected are a chair, vice chair, secretary, membership coordinator and fundraising coordinator and 1 paid and 1 unpaid staff representative. These 7 people can appoint up to 6 other people or 45% of the new local boards. The five elected CAB members are a chair, vice chair, secretary, membership/fundraising coordinator and community outreach coordinator. The last two positions (membership/fundraising coordinator and community outreach coordinator) would likely cause this body to be ineligible as a CAB. The Corporation for Public Broadcasting requires that a CAB not play any role in station operations. Membership coordination, fundraising and arguably, community outreach are all a part of a station’s operations.
Removes local board review of whether “station policies and procedures for making programming decisions and program evaluation are working in a fair, collaborative and respectful manner to provide quality programming”. This is replaced with administering a survey that is written by the executive director, which removes independence from the CAB’s survey activities and probably violates CPB rules.
Removes local board review of staff diversity and workplace discrimination issues; “To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace” and replaces it with a Committee of Inclusion which is granted the authority to “implement specific measures to improve the status of under-represented communities in their respective radio station areas”. Again, the CPB requires that CAB’s not participate in station operations so a CAB cannot “implement specific measures”.
A non-compliant CAB, as projected by these New Day bylaws, would likely prevent Pacifica from receiving Corporation for Public Broadcasting grant funding in the future.
Local and national boards removed from any input into the selection of station general managers. All general manager hiring, evaluation and termination is the sole unilateral perogative of the executive director of the Foundation.
Listener democracy suspended for 3 years. For the first three years, the officers of the new national board would be 4 specific people, two incumbent directors (Jan Goodman KPFK, Lynden Foley KPFT), one retired director (Akio Tanaka KPFA) and one publisher of an LA online blog (Sharon Kyle KPFK). Not s single officer representing the entire eastern half of the United States. These 4 would be the officers through 2023, with the power to select 3 additional at-large directors. No change in board officers could occur until 2024. The chosen 4 would be joined by station representative directors appointed by the current LSB’s, half of whose terms expire in 2021 and the rest which expire in 2022. Only the staff and dues paying affiliates would be permitted to choose their national representatives for the 2021-2023 period, representing only 3 members on a 15-person board of directors.
Pacifica would administer 41 different elections every 3 years. The New Day bylaws call for 7 distinct elections at all 5 stations for meaningless local positions, and 6 distinct national elections for national officer and staff positions. This would require 15 different ballot layouts (an increase of 50%), 18 distinct voter lists (an increase of 80%), and 41 distinct voting tallies (an increase of over 400%). This would greatly increase election costs, probably more than doubling them due to the increased administrative load.
Each election would be for a single position (including 35 local ones with no actual power to do anything) and would be strict majority rule requiring a majority of all votes cast. This makes it difficult for minority demographics or viewpoints to obtain any of the seats and given the current profile of Pacifica’s membership as overwhelmingly white, would likely lead to decreased diversity on the boards. Less arguments, to be sure, but at the cost of a full range of ideas, vigorous representation of minority interests, diversity and innovation.
For all of these reasons, Pacifica members should not sign the New Day petition and wait for a better bylaws amendment proposal on the 2021 ballot that will respect full democratic participation.
The take over folks have NO VISION for Pacifica stations to leverage existing Pacifica network power to expose and propose remedies for multiple crises in our world today.
This includes the fast developing Global Warming Crisis that can end life on earth as we know it.
Activate our existing network by rejecting the repeat top-down take-over by NOT SIGNING THE "NEW DAY PACIFICA" PETITION.
Our grand kids will thank you! And Tom thanks you today!
Following is a response to Pacifica in Exile - ‘’Bad Bylaws Take 2’’ critiques the proposed New Day Pacifica (NDP) Bylaws.
------------
PIE: Lowers the standard for future membership petitions to change the bylaws to the signatures of 1% of the members, currently 500-600 people. This allows a small group to force a six figure outlay of charitable donations to entertain their ideas. Pacifica recently changed this bylaws clause to require 5% of the membership to sign on, so that the Foundation does not waste money on referendums that have no chance of passage. By changing it back, the New Day proponents suggest that further amendments are likely in the offing if these new bylaws are adopted. Pacifica has already lost $150,000 to their new bylaws proposals this year, with another $100,000 to come if this new "New Day" bylaws referendum is forced.
- - -
Response: The drafters of the NDP Bylaws revised the Bylaws with the goal that essentially only the composition and election of the Pacifica National Board, and the composition, election, focus and power of the Local Station Boards would be changed, along with a few other items which would help the Network function better. To this end, it was the essential intent of the drafters that the other parts of the Bylaws would change as little as possible, removing or changing only those things that were necessary to accomplish the major goal, while leaving the spirit and the contents of the balance of the Bylaws intact, to the extent possible.
The cost of the referendum was $53K according to the report of the National Election Supervisor.
https://elections.pacifica.org/wordpress/pacifica-bylaws-final-report-2020/
Any additional cost was incurred as result of the PNB forcing the matter to go to court, and losing every time. It was listeners’ money that was spent because the PNB refused to follow the Bylaws and allow the referendum to take place. The expense beyond $53K was avoidable.
------------
PIE: A new 15 member Pacifica National Board is 1/5 self-appointed, with 4 nationally-elected officers, 3 self-appointed members, 1 national paid staff rep (representing 100 people), 1 national unpaid staff rep (representing 1,000 people), 1 affiliate rep (representing a portion of the 220 affiliates), and 1 elected rep for each station (giving each station 1/15 of the board to represent local interests). This is a cut of 60% of current staff representation, 10x greater influence for each member of the paid staff over each member of the unpaid staff, a 50% cut in affiliate representation, and a 75% cut in each station's local representation on the national board. It ups the membership requirements for elected members of the national board to 2 years of current uninterrupted membership, making it more difficult for new faces to participate in Pacifica governance.
Sole station-elected directors are supposed to serve on *every* PNB committee, although nonprofit law disallows directors from serving at the same time on finance and audit committees. Station directors can nominally select someone to serve in their stead, but the national board can stop them from doing so by a 2/3 vote. This suggests that some stations may see their station representatives barred from crucial national board committees. No locally-elected director can ever be an officer of the national board.
- - -
Response:
1. The size of the Board is reduced, following the recommendations of CPB, auditors, CPAs.
The Board size is reduced from 22 to 15. It has 8 representative Directors, 4 officer Directors, and 3 at-large Directors.
2. Each stakeholder (five stations’ listeners, affiliates, paid staff, volunteer staff) has a voice on the Board. Apportioning the number of Director seats to reflect number of members of each class and station would have resulted in an unwieldy large board.
3. The 4 Board officers are elected by the entire membership, instead of being elected by the Board majority, increasing democracy and accountability.
4. The 3 at-large Directors are not self-appointed, but are selected by the 12 elected Directors, to bring to the Board experience, expertise, and diversity the elected Board members might lack but the Board needs. The 12 elected Directors have a super-majority over the 3 at-large Directors.
5. It is not true that a Board member cannot serve at the same time on finance and audit committees. Board members have been able to serve at the same time on finance and audit committees, since the passage of ‘The Non-Profit Integrity Act’ of 2004 (SB 1262) with some limitations. It is true that is best practice is not to serve on audit and finance committee at the same time; however, since the Directors can choose or not choose to serve on any committee, most likely they will follow best practice.
------------
PIE: Affiliates must join a new "Association of Affiliates" 501c3 organization. LPFM and small stations that do not pay annual fees to rebroadcast Pacifica programs are not members of the Pacifica Affiliates for the purpose of participation in governance.
- - -
Response: The new Bylaws allows the Affiliates to select their own Director. Currently, potential Affiliate Directors self-nominate themselves and the National Board makes the selection, so the Affiliates have no say in who represents them. The affiliates are still working out the details of their association; however, it is better going forward, for the affiliates to select their own Director, rather than being selected by the PNB.
------------
PIE: Right of membership recall of elected representatives is eliminated. Only the boards can remove their own members, and should they do so, they can replace the removed members with anyone they choose to serve out the duration of a 3 year term.
- - -
Response: Recalls are problematic. The author of the PIE, who was the subject of a recall in 2012, said, “I think recall elections are destructive, expensive, divisive, and represent a desire to eliminate points of view.”
------------
PIE: Local Station boards are transformed into Community Advisory Boards. Removes delegates from governance, and any local oversight of station budgets and management personnel. LSB officers directly elected are a chair, vice chair, secretary, membership coordinator and fundraising coordinator and 1 paid and 1 unpaid staff representative. These 7 people can appoint up to 6 other people or 45% of the new local boards. The five elected CAB members are a chair, vice chair, secretary, membership/fundraising coordinator and community outreach coordinator. The last two positions (membership/fundraising coordinator and community outreach coordinator) would likely cause this body to be ineligible as a CAB. The Corporation for Public Broadcasting requires that a CAB not play any role in station operations. Membership coordination, fundraising and arguably, community outreach are all a part of a station's operations.
Removes local board review of whether "station policies and procedures for making programming decisions and program evaluation are working in a fair, collaborative and respectful manner to provide quality programming". This is replaced with administering a survey that is written by the executive director, which removes independence from the CAB's survey activities and probably violates CPB rules.
Removes local board review of staff diversity and workplace discrimination issues; "To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace" and replaces with a Committee of Inclusion which is granted the authority to "implement specific measures to improve the status of under-represented communities in their respective radio station areas”. Again, the CPB requires that CAB's not participate in station operations so a CAB cannot "implement specific measures".
A non-compliant CAB, as projected by these New Day bylaws, would likely prevent Pacifica from receiving Corporation for Public Broadcasting grant funding in the future.
- - -
Response:
Previous Pacifica auditors, Regalia and Associate, made the following observation: “It appears Pacifica is unable to map out an effective and safe strategy due to the disjointed nature of its various governance Boards which appear to be working at cross purposes.”
One of the major flaw in the current Bylaws is that it allows for local and national governing Boards which often are working at cross purposes.
The new Bylaws take the power to oversee the finances and other items away from the LSB, so that the National Board can function.
The re-focused LSBs qualify as Community Advisory Boards, which will represent the community, because they are elected by the station's members.
The new Bylaws provisions regarding the LSB do not contravene any of the CPB requirements.
Following are the relevant CPB rules: https://www.cpb.org/stations/certification/cert3
(B) The board shall be permitted to review the programming goals established by the station, the service provided by the station, and the significant policy decisions rendered by the station. The board may also be delegated any other responsibilities, as determined by the governing body of the station. The board shall advise the governing body of the station with respect to whether the programming and other policies of the station are meeting the specialized educational and cultural needs of the communities served by the station, and may make such recommendations as it considers appropriate to meet such needs.
(C) The role of the board shall be solely advisory in nature, except to the extent other responsibilities are delegated to the board by the governing body of the station. In no case shall the board have any authority to exercise any control over the daily management or operation of the station.
Regarding the Coordinators:
The Bylaws provision for ‘Specific Powers and Duties’ of the LSB says:
C. To assist in station fundraising activities, including off-air membership recruitment for station.
D. To actively reach out to underrepresented communities to help the station serve a diversity of all races, creeds, color and nations, classes, gender and sexual orientations, and to help build collaborative relations with organizations working for similar purposes.
CPB allows non-advisory role for the CAB as long as it does not have any authority to exercise any control over the daily operation of the station.
Regarding the Survey: The reason for having a survey developed by the ED is to have some uniformity in the reports for the five stations. This Bylaws provision is in accord with the CPB provision that says, "The board may also be delegated any other responsibilities, as determined by the governing body of the station." The Bylaws do not preclude the LSB from conducting an independent survey.
Regarding the Committee of Inclusion: The National Board is ‘implementing the specific measures’, not the LSB. Also, ‘participation’ is not the same as ‘exercising control’.
------------
PIE: Local and national boards removed from any input into the selection of station general managers. All general manager hiring, evaluation and termination is the sole unilateral prerogative of the executive director of the Foundation.
- - -
Response: General Manager’s selection has been politicized under the current Bylaws. The new Bylaws removes the politicization. With the new Bylaws, the democratically elected National Board sets policies and direction and hires the Executive Director (ED) to carry those out. Then the ED hires the General Managers and manages them. It removes the crisscrossing lines of authority which our current Bylaws require, inserting 120 people into decisions regarding Personnel.
------------
PIE: Listener democracy suspended for 3 years. For the first three years, the officers of the new national board would be 4 specific people, two incumbent directors (Jan Goodman KPFK, Lynden Foley KPFT), one retired director (Akio Tanaka KPFA) and one publisher of an LA online blog (Sharon Kyle KPFK). Not a single officer representing the entire eastern half of the United States. These 4 would be the officers through 2023, with the power to select 3 additional at-large directors. No change in board officers could occur until 2024. The chosen 4 would be joined by station representative directors appointed by the current LSB's, half of whose terms expire in 2021 and the rest which expire in 2022. Only the staff and dues paying affiliates would be permitted to choose their national representatives for the 2021-2023 period, representing only 3 members on a 15-person board of directors.
- - -
Response: Listener democracy is not suspended for 3 years. With the referendum, the members are voting on the 4 officers to serve 3 years, the staff are electing their Directors, the affiliates are electing their Director.
The 4 officers do not have the power to select 3 at-large Directors. The 3 at-large Directors are selected, after the 4 officers and the 8 representative Directors have been seated.
------------
PIE: Pacifica would administer 41 different elections every 3 years. The New Day bylaws call for 7 distinct elections at all 5 stations for meaningless local positions, and 6 distinct national elections for national officer and staff positions. This would require 15 different ballot layouts (an increase of 50%), 18 distinct voter lists (an increase of 80%), and 41 distinct voting tallies (an increase of over 400%). This would greatly increase election costs, probably more than doubling them due to the increased administrative load.
Each election would be for a single position (including 35 local ones with no actual power to do anything) and would be strict majority rule requiring a majority of all votes cast. This makes it difficult for minority demographics or viewpoints to obtain any of the seats and given the current profile of Pacifica's membership as overwhelmingly white, would likely lead to decreased diversity on the boards. Less arguments, to be sure, but at the cost of a full range of ideas, vigorous representation of minority interests, diversity and innovation.
- - -
Response:
With the current Bylaws, there are two election every three years, and each station has two ballots, one for the listeners and one for the staff.
With the new Bylaws, there is one election every three years, and each station has three ballots, one for the listeners, one for the paid staff, and one for the volunteer staff. There is an increase in distinct voter lists and tallies and cost will increase; however, the number of elections every three years will decrease from two to one.
With the current Bylaws, the members elect the Delegates, the Delegates elect the Directors, and the Directors elect the officers. The Directors are once removed from the members, and the Board officers are twice removed from the members. The whole process result in a Board that is not accountable to the members. Current auditors, Rogers & Company, said, “The current process lends itself to protracted and unproductive discourse between participants.”
With the new Bylaws, the Pacifica leadership is directly elected by the members, thus increasing democracy and accountability. The purpose of the Board election is to elect a Board that will help fulfill the Pacifica mission, which is to give the public an alternative to corporate media.
---------------
The new Bylaws will have a Board that will be smaller and more effective.
You can sign the petition for the new Bylaws at: https://newdaypacifica.org/petition/
Much of this is quite wrong, Aki, but I'll keep my response brief. I will add that I think this constant advocacy by you of a plan to install yourself as an officer of the Pacifica National Board for 3 years is somewhat unseemly. If you are trying to argue a case on the merits, it should be argued by someone who is a not a direct beneficiary of the intended bylaws changes.
1. The cost of the last bylaws referendum in February/March of 2020 was $150,000. Money down the drain at the worst possible time and for a forced referendum that was overwhelmingly defeated by Pacifica members by a 2-1 margin. The proponents (you and others) pointlessly went to court because you wanted the referendum to occur in 2019 and it occurred in 2020 regardless of your efforts. Going to court when you lacked sufficient support for your proposal was irresponsible and disrespectful of the purpose of membership donations.
2. Proportional representation is still the voting method prescribed in your new proposed bylaws. Do you understand that? IRV is a form of proportional representation.
3. The meaning of "self-appointed" is that board members are appointed only by other board members.
4. The Nonprofit Integrity Act states that only 50% of the members of the audit committee and finance committee may be the same people. That doesn't allow all the sole station representatives to serve on both. Pacifica decided long ago to comply with the Sarbanes-Oxley Act and not allow anyone to coexist on both. This is established best practice for large nonprofits.
http://miedemas.com/2015/11/23/finance-audit-committees-together-or-separate/
5. The new "association of affiliates" only includes affiliate members who pay dues. Many small Pacifica affiliates like low-power stations, don't pay dues because they don't have much money, so they are excluded under this model.Several affiliate directors in the past have come from the low power radio community.
6. Membership coordination and fundraising are daily operations of a station and are not advisory functions.That is not what CPB-approved community advisory boards do. There are many examples of CAB's. Look around. You will see that none of them operate as you are proposing this body would do. A CAB is unable to fulfill the main purpose of surveying the station's responsiveness to community needs if the survey is directly written by the executive director. That is a conflict of interest and defeats the point of an independent survey.
7. Democracy is suspended for 3 years. The board officers, including yourself, are locked in and the current local boards continue to pick the sole station representatives after their elected terms expire.
8. If you had ever administered an election, you would understand that all of the work is in the ballot prep, the list management and the vote tallies. Tallying 41 distinct elections with 15 distinct ballots and 18 distinct voter lists literally quadruples the election-related work and costs. More importantly, making all of these many positions majority rule elections defeats diversity in the boards.
These are bad bylaws. Don't sign the petition.
https://pacificainexile.org
3. The meaning of "self-appointed" is that board members are appointed only by other board members.
Dictionary definition of ‘self appointed’: having assumed a position or role without the endorsement of others.
Pacifica members know who she is.
These same people have become rubber stamps for KPFA management and only provided the budget information to the KPFA LSB members the night before the meeting. Most other stations have finance committees where there can be a proper evaluation of the budget but not at KPFA. In fact when $80,000 was improperly transferred by Quincy McCoy to New York lawyers to support the shutdown of WBAI there was no report to the KPFA LSB and Akio and company helped cover up the improper use of KPFA money. The KPFA LSB treasurer Sharon Adams also either did not know about it but also did not report it to the LSB. As usual cronyism and underhanded schemes is how this majority runs their control of the KPFA LSB board.
The same malfeasance took place when the KPFA Business manager failed to pay the property taxes although they were being paid by the KPFA station. Again the KPFA LSB board were never informed by the KPFA management and the treasurer Sharon Adams about the failure to pay the property taxes.
Where was Akio Tanaka when these officials refused to release this critical information that could have led to an emergency sale of the station? Akio and his allies were MIA when this was happening but they want to take over the running of the network. Their nominee for the Chair of the new board is from KPFK has had financial struggles maintaining her own liberal Democratic Party website. Does she have the skills to run the Pacifica network or will the people behind this scam being pulling her strings.
Akio Tanaka and his supporters in management have been in charge for years at KPFA and KPFK yet the membership and number of listeners has gone down. Their idea of mimicking NPR and strip programming has been shown to be a bust and their solution has been to sell off the other stations of Pacifica.
Don't sign the new bylaw proposals and if you signed withdraw your signature.
We should end the factional divide. We should be tackling serious problems.