Pacifica Accountability Committee (P A C)
P.O. Box 8827 Universal City, CA 91618-0827
(818) 754-2482, e-mail: ay589@lafn.org
PROPOSED BYLAWS
FOR KPFK AND PACIFICA RADIO STATIONS
(6-1-97 draft)
| "...the
European Governments ....have divided their nations into two classes, wolves
and sheep. I do not exaggerate…cherish, therefore, the spirit of our people,
and keep alive their attention. Do not be too severe upon their errors,
but reclaim them by enlightening them. If once they become inattentive
to the public affairs, you and I, and Congress and Assemblies, Judges and
Governors, shall all become wolves."
Thomas Jefferson |
TABLE OF CONTENTS
Preface
ARTICLE I: Objectives, Purpose and Principles
Section 1. Mission Statement
Section 2. KPFK Principles
Section 3.
KPFK Members Bill of Rights (to be completed)
ARTICLE II: Membership
Section 1. Classes of Members
Section 2. Composition
of Membership
Section 3. Overseeing
KPFK Membership List
ARTICLE III: Annual and Special Meetings/Elections of the KPFK Membership
Section 1. KPFK
shall hold an annual membership meeting to:
Section
2. Special Meetings of the KPFK Membership
Section 3. Agenda
of Annual & Special Meetings/Elections
Section 4. Voting
Section 5. Removal
of Station Board Member
Section 6. Removal
of General Manager
ARTICLE IV: Donations, Investment Policy & Financial Statements
Section 1. Donations,
Grants and Bequests
Section 2. Investment Policy
Section 3. Station
Financial Statements
ARTICLE V: KPFK Station Board
Section 1. Qualifications
for Station Board Membership
Section 2. Number
of Station Board Members
Section 3. Composition
of the KPFK Station Board
Section
4. Election of KPFK Station Board Members & Term of Office
Section 5. Representatives
to the Pacifica National Board
Section 6. Compensation
Section 7. Resignation
Section 8. Vacancies
Section 9. Required Attendance
Section 10. Removal
of a Station Board Member
Section 11. Officers
of the Station Board
Section 12.
Elections and Term of Office of Station Board Officers
Section 13. Chair
Section 14. Vice-Chair
Section 15. Secretary
Section 16. Assistant Secretary
Section 17. Treasurer
Section
18. Oversight of Capital Improvement and Investment
Section 19.
Committees of the Station Board
Section 20.
Notice of Station Board Meetings
Section 21. Quorum
Section
22. Regular Meetings of the Station Board
Section
23. Special Meetings of the Station Board
Section 24.
Executive Sessions of the Station Board
Section 25.
Conduct of Station Board Meetings
Section 26.
Agenda of Station Board Meetings
Section 27.
Broadcast Guidelines and Policies
ARTICLE VI: Additional Powers of the Station Board
Section 1: Hiring
and Tenure of KPFK's General Manager
Section 2. Removal
of General Manager
Section 3. Acting General
Manager
ARTICLE VII: Amendments, Petitions and Proxies
Section 1. Amendments to
the Bylaws
Section 2. Proxies
The purpose of the following Proposed Bylaws for KPFK and Pacifica Radio Stations is to illustrate how basic concepts such as democracy could be incorporated into the governing bylaws of a Pacifica radio station. Although it may come as a surprise to many listener-sponsors, the Pacifica Foundation and its five stations are structured and run hierarchically without democratic process or principle. With these proposed bylaws we hope to stimulate thought and discussion regarding democracy in community radio along with other issues that Pacifica station listener-sponsors, staff (volunteer and paid) and management personnel have been wrestling with since Pacifica 's inception.
During the formulation of these bylaws we borrowed concepts and language from the governing bylaws of the following community radio stations:KBOO (Portland, OR) whose governing board is elected by their listener-sponsors; WERU (Blue Hill Falls, ME); and KOOP (Austin, TX), a co-operatively run station, and the American Civil Liberties Union.
These proposed bylaws include the direct election of the Station Board by the station's subscribers, procedures for such elections along with procedures for conducting board business and meetings which promote the greatest involvement of listener-sponsors and volunteers. Also included are provisions outlining the rights and responsibilities of board members related to both oversight of financial management and programming policy. These are just a few of the issues that are relevant to the governing structure of a community radio station.
These proposed bylaws are meant to be a starting point for discussion and consideration by Pacifica station listener-sponsors, and all concerned regarding the state of community radio and its role in, and responsibilities to, the communities that sponsor its existence. Included in this document are annotations (in brackets and italics) to illustrate some of the considerations, issues and concerns that were raised during the writing of these proposed KPFK Bylaws. We would greatly appreciate any feedback or suggestions.
Sincerely,
The members of the Pacifica Accountability Committee, Los Angeles, California.
***********************************************************
ARTICLE I Objectives, Purpose and
Principles
The objectives and purpose of KPFK shall be in accordance with the Pacifica Foundation's "Mission Statement" found in the Pacifica Foundation's Articles of Incorporation (1948), the text of which follows:
A. To establish a Foundation organized and operated exclusively for educational purposes, no part of the net earnings of which inures to the benefit of any member of the Foundation.
B. To establish and operate for educational purposes, in such manner that the facilities involved shall be as nearly self-sustaining as possible, one or more radio broadcasting stations licensed by the Federal Communications Commission and subject to the regulatory actions of the Commission under the Communications Act of 1934, as amended.
C. In radio broadcasting operations to encourage and provide outlets for the creative skills and energies of the community; to conduct classes and workshops in the writing and producing of drama; to establish awards and scholarships for creative writing; to offer performance facilities to amateur instrumentalists, choral groups, orchestral groups and music students; and to promote and aid other creative activities which will serve the cultural welfare of the community.
D. In radio broadcasting operations to engage in any activity that shall contribute to a lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.
E. In radio broadcasting operations to promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community.
A. KPFK will be a "voice of many voices" offering a wide variety of people an opportunity to share their experiences, concerns, and perspectives with their neighbors over the KPFK airwaves.
B. KPFK will promote local production and broadcast of programs covering local issues and events as well as global topics.
C. KPFK will seek the bulk of its financial support from its members who live within the reach of KPFK's broadcast signal.
D. The measure of KPFK's programming success will be judged by its service to our listening community, and that service will be measured through listener feedback. KPFK will formulate a listener feedback mechanism and an evaluation process which is suited specifically to KPFK's needs, including:
(1) Active feedback: letters, e-mail and telephone calls.
(2) Stimulated feedback: surveys of members and listeners conducted by the station.
(3) Passive feedback: Arbitron ratings and analysis of those figures.
[Annotation: Although we included Arbitron ratings as a comparative component of gauging programming success, we feel strongly that Arbitron should not be relied upon by community radio stations because Arbitron's data collection process is designed to reflect the success of commercially driven radio programming. Community radio is not, and should not be, an expression of what "sells" in the communities it serves, but should be an expression of what the communities believe is important. We also believe that households that participate in Arbitron's data gathering process are not necessarily those that have a concern with community radio values such as those expressed in the Pacifica Mission Statement. In addition, we believe that ratings results can be manipulated through the targeting of specific demographic groups which can skew ratings toward a particular outcome.]
E. KPFK will seek to increase its diversity and its service by striving to reach new listeners, while maintaining service to existing listeners.
F. KPFK is committed to volunteerism as an essential element in its operations and programming.
G. KPFK actively solicits and utilizes input and participation by all members of its community in its decision making.
H. As trustees of community resources, KPFK will operate in a fiscally responsible manner.
I. KPFK shall encourage the union representation of staff and volunteers, and shall minimize the number of non-union staff positions, and shall bargain in good faith during negotiations and during grievance procedures.
Section 3. KPFK Members Bill of Rights (To be completed)
A. KPFK will broadcast a weekly live one hour uncensored (except for violations of FCC guidelines) call-in program hosted by the General Manager and/or Program Director to air and respond to listener-sponsor questions, comments, concerns and suggestions regarding the station, Pacifica national and local programming.
[Annotation: For many years KPFK's programming schedule included a weekly live half hour call-in program called "Report to the Listener" which provided the General Manager an opportunity to answer callers questions and respond to comments regarding the station and its programming decisions. Often there were callers who were cut off the air if they dealt with issues the general manager felt came under the Pacifica "dirty laundry rule". In 1996, the General Manager decided this program was "not good radio" and removed it from the schedule.]
B. Each KPFK member is entitled to receive a station program guide/newsletter at least four (4) times per year. In order to save paper and mailing costs, the member may opt to notify KPFK that she/he will either pickup her/his program guide/newsletter at the station or receive it via electronic means. If neither option is chosen, KPFK shall mail program guide/newsletter to said member.
C. The right to have KPFK solicit and use listener feedback (see Article I, Section 3 G).
D. 'Privacy of your name and address, if desired (see Article II, Section 3 B&C).
E. The right to add items to agendas and vote on them (see Article III, Section 3 C and Section 4).
F. The right to unseat Station Board members and/or the General Manager (see Article III, Sections 5 & 6).
G. The right of confidentiality for large donors (see Article IV, Section 1 D).
H. The right to have access to most KPFK financial reports (see Article IV, Section 3 and Article V, Section 17).
I. The right to advance notice of Station Board meetings and the right to be heard at the meetings (see Article V, Sections 20, 23 and 25).
J. The right to have a written broadcast policy and advance notice of program changes (see Article V, Section 27).
K. The right of members only to amend the by-laws (see Article VII).
ARTICLE II Membership
There shall be one class of members of KPFK. The members ofKPFK shall act in accordance with the mission statement in Article I. A person who lives within KPFK's signal area maybecome a member in one or more ways, defined in Section 2.
[Annotation: We created a single and equal class of membership to establish the membership as being the sole body from which all power of the station derives as envisioned by Lew Hill, the founder of Pacifica.]
Section 2. Composition of Membership
A. Paid-up members: those who have contributed annual membership dues (subscriptions) as defined and determined by the Station Board.
B. Volunteers: those persons who have contributed not less than sixty hours of service to KPFK within the previous twelve months.
C. Staff consists of those persons employed by KPFK.
Section 3. Overseeing KPFK Membership List
A. The Station Board must approve any use of the KPFK Membership List including, but not limited to, sale or trade of the membership list.
B. Membership subscription/contribution/pledge forms will contain a box which may be checked by new or continuing member to indicate a "yes" to share name and address with other organizations. Unless the box is marked as such, member's names and addresses will not be sold or traded.
C. A member's name and address may not be sold or traded if the membership has expired or if a member notifies KPFK that she/he does not want her/his name and address to be sold or traded.
ARTICLE III Annual and special Meetings/Electionsof the KPFK Membership
Section 1. KPFK shall hold an annual membership meeting to:
A. Hold elections and referendums.
1) KPFK will hold an annual election and referendum to elect Station Board members, amend bylaws and under special circumstances remove Station Board members or the station General Manager (See Article III, Sections 5 & 6).
[Annotation: We recommend that the annual elections/ meetings be scheduled at a time of year that is likely to allow for the greatest attendance and after the end of the fiscal year, allowing enough time to generate a financial report which can be presented to the members.]
B. Report to the listener-sponsors, listen to the community in attendance, facilitate a dialogue on relevant issues pertaining to the station and the community that sponsors it.
1) KPFK annual and special membership meetings/ elections shall be recorded and broadcast if feasible. This recording shall be added to the station archive, and available to the public at cost.
Section 2. Special Meetings of the KPFK Membership
A) special meetings of the KPFK membership may be called by a two-thirds (2/3) vote of the Station Board.
B) special meetings of the KPFK membership may be called by a KPFK membership petition signed by a minimum of two percent (2%) of the KPFK membership.
[Annotation: There was a concern and discussion regarding the percentage of members required for petition to hold special meetings. Too high of a percentage would give only large organized groups the ability to call a special meeting. A low percentage would make it too easy to call a special meeting by just a few station members for frivolous purposes.]
Section 3. Agenda of Annual & Special Meetings/Elections
A. Two or more Station Board members may vote to add an item to the agenda of KPFK membership meetings.
B. The union representative on the Station Board may put an item on the agenda of a KPFK membership meeting without the concurrence of another Station Board member.
C. An item may be added to the agenda if a membership petition, signed by a minimum of 20 KPFK members, is submitted to the Station Board 45 days prior to the membership meeting. Such an agenda item shall be included in the announcement mailing for the upcoming membership meeting.
A. Only KPFK members (refer to Article II; Section 2; A, B & C) may vote in elections and referendums. Voting shall be by means of a printed ballot. Each member may cast one bal lot only in each election or referendum. A simple majority wins except when the vote is regarding the following:
1) Amendments to the station bylaws.
2) Removing Station Board members.
3) Overriding the Station Board regarding the General Manager's contract.
B. The above three exceptions require a two thirds (2/3) majority of the votes cast by KPFK members to pass.
Section 5. Removal of Station Board Member
If the KPFK membership is dissatisfied with a Station Board member or members, the KPFK membership may remove the Station Board member or members with a 2/3 majority vote and thereby void the remainder of the board member's term. This process can be conducted at annual or special meetings of the KPFK membership that has the above item on the agenda (see Article III, Section 3 C) .
[Annotation: We recognize that this power reserved to the general membership is meant to be a safeguard which would be used only in extraordinary circumstances. We hope it will never be necessary for the membership to exercise this power.]
Section 6. Removal of General Manager
If the general membership of KPFK is dissatisfied with the Station Board's choice for General Manager, the membership may "override" the board with a two thirds (2/3) majority vote and void the General Manager's contract. This can be accomplished only at an annual or special meeting of the KPFK membership that has the above item on the agenda (See Article III, Section 3, C.)
[Annotation: Again, we recognize that this power reserved to the general membership is meant to be a safeguard which would be used only in extraordinary circumstances. We hope it will never be necessary for the membership to exercise this power.]
ARTICLE IV Donations, Investment Policy & Financial Statements
Section 1. Donations, Grants and Bequests
A. Donations, grants or bequests to the station shall not confer any rights, benefits, privileges or preferential status to the donor.
B. All such contributions shall be individually reported as a percentage of the total annual income to the membership in the annual report.
C. All grants, donations or bequests totaling $1,000 or more per annum from a single source shall be reported by the station board to the station membership.
D. Confidentiality shall not apply to either corporate or institutional gifts or grants, but only to private persons, upon request. This confidentiality shall extend only to the actual name and personal information of the donor. Each confidential donor shall be assigned a code name or number.
E. In the event that a confidential donor chooses to make an additional donation, this shall be reported with the code name or number as provided in the above Subsection D.
A. It shall not be the policy of the station to retain an investment portfolio including: real estate bequeathed or given to the station, stocks, bonds, certificates of deposit (CDs) or other financial instruments.
1) Real estate to be used or exchanged for station building site or expansion may be retained expressly for that purpose.
2) Stocks may be held only for a period of one year or less.
3) Negotiable assets given to the station shall be sold and either utilized within the general operations plan of the station, or placed as cash in the reserve cash fund.
4) Assets requiring time maturity may be held solely for maturation and then redeemed or sold.
[Annotation: Regarding the above Sections 1 and 2, it was strongly felt that KPFK must not risk compromise of its mission by maintaining an investment portfolio or by giving any extraordinary rights, benefits, or privileges to large donors. Privacy of large donations shall only extend to individuals as to their name and identifying personal information (when requested), but not the fact, amount or budgetary significance of such donations. All large donations are to be given without conditions.]
Section 3. Station Financial Statements
A. KPFK's annual financial report shall be published within one month after the end of the fiscal year. (Refer to Article V, Section 17)
B. KPFK's quarterly financial statements will be made available to KPFK members one month after each quarter. (Refer to Article V, Section 17)
C. The financial results of KPFK's fund drives will be made available to KPFK members following that fund drive's accounting or within six weeks, whichever is sooner.
D. The financial information referred to in the above sub-sections A, B and C will be made available to KPFK members by the following means:
1) Published, as a one-page summary, in the station's program guide/newsletter.
[Annotation: Although for many years KPFK published and mailed to listener-sponsors a fairly comprehensive program guide/newsletter called the "Folio", KPFK currently does not publish a program guide/newsletter. A one-sheet program schedule is included with Pacifica fundraising mailers and KPFK pledge bills.]
2) KPFK's website on the Internet shall provide all financial reports generated within the last seven years.
3) Promptly mailing copies of the last annual financial statement, the last two quarterly financial statements, and the last fund drive accounting to any person who has sent in a request for same, provided that the person has included a self addressed, stamped envelope (or nominal mailing and photocopying costs) .
ARTICLE V KPFK Station Board
Section 1. Qualifications for Station Board Membership
A. Only members of KPFK may sit on the Station Board.
B. No person under the age of eighteen may sit on the Station Board.
C. It shall be KPFK's policy to make every reasonable effort to encourage women and persons of color to run for all vacant Station Board seats.
[Annotation: We recognize that racism, sexism and other forms of bigotry are pervasive in society. The Pacifica Mission Statement mandates that these injustices be addressed in the programming and we recognize the need to address them in KPFK's internal functions, including the composition of the Station Board.
Affirmative action can be very controversial. There is much disagreement, even among those who strongly support affirmative action. Some view it as an injustice, used to combat a greater injustice. We looked at a wide variety of models of affirmative action, but could not come up with a strategy that addressed all of our concerns. In the situation of an elected board, it could even be argued that there is a potential conflict between affirmative action and democratic representation.
In keeping with the principle of openness, KPFK's policies regarding affirmative action should be informed by the widest possible discussion. We therefore recommend that the KPFK Station Board convene a special group for this purpose. The group should have people of diverse backgrounds, including activists who have worked on social justice issues.
Though we believe that convening this group is a good first step, we have no illusions that some "perfect system" will emerge from this process. We therefore recommend that the board or the Community Needs Assessment Panel write an annual report on the effectiveness of KPFK's affirmative action policies.]
D. Each person who wishes to run for a Station Board seat shall provide to the existing Station Board verifiable data regarding their age and residence. This information must be submitted at least forty five (45) days before the date of the annual meeting, along with a nominating petition signed by at least 20 KPFK members.
Section 2. Number of Station Board Members
KPFK's Station Board shall consist of twenty one (21) voting members, with an additional two (2) "ex-officio" (non-voting) seats.
Section 3. Composition of the KPFK Station Board
A. The General Manager and the Program Director of KPFK shall have "ex-officio" non-voting seats on the Station Board. No other management personnel may sit on the board.
B. One seat on the Station Board shall be designated for union staff, chosen through a vote by the union staff.
C. Two seats on the Station Board shall be designated for volunteers, chosen through a vote by volunteers.
D. Regularly scheduled on-air programmers shall be ineligible for seats on the Station Board, except as provided for in the above sub-sections B and C.
E. The remaining eighteen (18) seats available on the board shall be voted in by KPFK members during annual elections held for that purpose (See the following Section 4).
Section 4. Election of KPFK Station Board Members & Term of Office
A. An election will be held annually to elect KPFK members to the KPFK Station Board.
B. The first election held will fill the entire number of electable Station Board seats. One third (1/3) of the total board seats will be three year terms and will be filled by those candidates with the highest number of votes received. The second one third of the Station Board seats will start off with two year terms filled by those candidates with the next highest number of votes. The remaining one third of the Station Board seats will start off with one year terms.
C. The following annual elections will be held to fill only one third (1/3) of the elected Station Board seats.
By the third annual election, the Station Board shall be divided into three equal triennial classes so that the term of office of one third of the total number of Station Board members shall expire each year.
[Annotation: The idea of a democratically elected Station Board raises questions of how to deal with abuses of the system. What would happen if there were an organized attempt by those opposed to the station's mission to gain a majority of the board? Such an attempt was indeed made at KNMU, in New Mexico, when a right wing group fielded a slate of Station Board candidates. There are no absolute guarantees that such an attempt could not take place in an elected KPFK Station Board, just as there are no absolute guarantees that an appointed board can not be corrupted or co-opted.
These bylaws call for the election of no more than one third of the Station Board at a time. This system is also used by KBOO (Portland, OR). It is not a guarantee that no one will attempt to abuse the elected board. The system is a safeguard against the sudden "stacking" of the board in a single election.
Ultimately, the integrity of the Station Board is safeguarded by informed and involved listeners and volunteers. This requires openness and accountability, as addressed throughout these bylaws. We believe that this is the best safeguard possible for the integrity of the Station Board, and for the integrity of KPFK.]
D. A Station Board member may be reelected without limitation on the number of terms the board member may serve.
Section 5. Representatives to the Pacifica National Board
Two Station Board members will be elected by majority vote of the Station Board for terms of two (2) years in length to serve on the Pacifica National Board, provided they maintain their status as members of the Station Board.
[Annotation: As of June, 1997, the Pacifica National Board is attempting to amend the Pacifica Bylaws so that the National Board will select which two Local Advisory Board members from each station shall serve on the Pacifica National Board.]
A. Station Board members shall not receive any salaries for their services as board members.
B. Station Board members shall, with prior approval of the Station Board, be reimbursed for reasonable expenses relevant to their duties.
A Station Board member may resign at any time by delivering written notice to the chair of the board. A resignation shall be effective when given unless the notice specifies a later effective date.
A. If there are persons available from the last Station Board election who received at least 20% of the vote but were not elected, the vacant board seat to be filled until the next general election shall be offered (right of refusal) to that person with the highest vote total in the last election.
B. If no persons are available per subsection A, the Station Board shall appoint a qualified KPFK member to fulfill the remainder of the term of that seat.
Section 9. Required Attendance
A. A Station Board member will be considered absent if he/she is present at the board meeting for less than two-thirds of the scheduled time of the meeting, or if a board member fails to be present during the "open comment" portion of the meeting.
B. When a Station Board member has failed to attend two regular meetings of the board during a calendar year it shall be the duty of the Secretary to cause a written notice of that fact to be mailed to such board member, and such notice shall also state that such board member's absence from three regular meetings of the board could result in her/his termination as a member of the Station Board (see Section 10 B)
C. In a case where such board member has missed a third regular meeting of the Station Board, it shall be the duty of the Secretary to cause a second written notice of that fact to be mailed to such board member, and to also state that termination of such member's status as a member of the Station Board will be undertaken as set forth below unless the Secretary hears from such board member in writing within (10) ten days as to why such action should not occur.
[Annotation: It has been of concern to KPFK listener-sponsors in attendance at KPFK's Advisory Board meetings that board members regularly show up late to the board meetings held at the station. There have also been instances of board members leaving meetings before, or in the middle of, the "open comment" portion of meetings.]
D. At each regular meeting of the Station Board it shall be the duty of the Secretary to report the name of any board member to whom notices of meetings and notices of absences have been mailed, together with any written response received, as required by these bylaws. Thereupon at the recommendation of the Station Board, such board member may be removed, if the absences are deemed to be unexcused, from his/her position as a member of the Station Board and a vacancy of the board shall be declared.
E. A Station Board member may request a leave of absence for good cause by written notice to the Chair of the Station Board. The board will determine the sufficiency of the cause and the length of the leave.
Section 10. Removal of a Station Board Member
A. A Station Board member may be removed with cause, by a two-thirds (2/3) vote of the Station Board at any board meeting. All KPFK members will be given prior notice of the date, time and purpose of said meeting. (Refer to Article V, Sections 20 & 23)
[Annotation: "with cause" is a term of legal art, meaning that the removal is based on actual misdeeds.]
B. Any Station Board member who misses three or more board meetings per year may be removed by a majority vote of the board members then in office.
Section 11. Officers of the Station Board
A. Offices of the Station Board shall include a Chair, Vice-Chair, Treasurer, Secretary and Assistant Secretary.
B. No one shall be eligible to serve as an officer unless he or she is also a member of the Station Board.
Section 12. Elections and Term of Office of Station Board Officers
A. All officers of the Station Board shall be elected by the Station Board at the first regular board meeting following the annual election of Station Board members.
B. Such officers shall be elected for a term of one year, or until their respective successors are elected and qualified.
C. No officer may serve more than three consecutive years in the same office. After a hiatus of one year, eligibility starts anew.
A. The Chair is the principal officer of the Station Board and shall preside at all board meetings and at annual and special meetings of the KPFK membership.
B. The Chair shall be an ex-officio (non-voting) member of all committees of the Station Board.
C. The Chair shall perform all duties as prescribed by the Station Board and will insure that all orders and resolutions of the board are carried into effect.
D. The Chair shall be the person to whom the General Manager reports all pertinent station business in a timely and comprehensive manner.
A. In the absence of the Chair or in the event of the Chair's inability to act, the Vice-Chair of the Station Board shall perform the duties of the Chair and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair.
B. The Vice-Chair shall perform such other duties and have such other powers as the Station Board may prescribe.
The Secretary shall be responsible for preparing minutes of the meetings of the Station Board, annual and special membership meetings and for authenticating records of the corporation; see that all notices are duly given in accordance with these by-laws or as required by regulatory agencies and Pacifica; and be responsible for the corporate records.
Section 16. Assistant Secretary
The Assistant Secretary will help with the work load of the Secretary and fill in when the Secretary is unable to attend board meetings.
A. During each quarter of KPFK's fiscal year, the Treasurer shall review the previous quarter's expenditures. The Treasurer shall calculate a dollar amount equal to .5% (one half of one percent) of that quarter's expenditures. In preparing the ledger for KPFK's current quarter, each amount at or above the above .5% figure shall be included in the ledger, which shall be available for inspection during normal business hours, by KPFK members.
B. The Treasurer of the Station Board shall have the right to regularly inspect the financial records of Pacifica that pertain to KPFK, along with the financial records of the monies given to Pacifica by KPFK or generated within our signal area, which include but are not limited to: income from side band frequency leasing, membership drives, mail donations, grants and other various solicitations.
C. The Treasurer's duties shall include providing a report of the above stated financial records in addition to providing regular reports of the station's expenditures to the Station Board.
D. The Treasurer's duties shall include making reports, referred to in the above subsection A, available to the KPFK membership.
Section 18. Oversight of Capital Improvement and Investment
The Treasurer and Station Board will be notified by the General Manager of capital improvements or investments (other than normal operating expenditures) to be made at the station of $1,000.00 or more at least thirty (30) days before such expenditures are made.
Section 19. Committees of the Station Board
A. The Station Board may establish ad hoc and standing committees to fulfill duties, or to assist in current projects of the station and/or the Station Board. These committees shall be chaired by a board member and may include KPFK members who are not on the Station Board. The following committees may not be established:
1) The Station Board shall flat establish an executive committee.
[Annotation: It was felt that an executive committee could easily become a "power magnet" and wield too much influence, with the remaining board members easily becoming "rubber stamps" for the executive committee.]
2) The Station Board shall flat establish a nominating committee.
[Annotation: Regarding a nominating committee (to nominate KPFK members for elections for open station board seats), it was agreed that as long as the minimal criteria for eligibility is met, the nominee would have the right to have her/his picture, bio and resume published in the station program guide/newsletter, or other designated media, and that to designate nominations as an officially sanctioned responsibility of the board gives the board too much exclusive political influence on a process that should remain as democratic and inclusive as possible.]
3) The Station Board shall flat establish a development committee.
[Annotation: It was expressed during the discussion of this topic that the board should not establish a development committee as it was felt that each and every board member has a major responsibility to fund-raising and that it is much too easy to place this responsibility onto the few that are on the development committee.]
B. The Station Board shall establish a standing committee, named the Community Needs Assessment Panel. Two, three, or four Station Board members shall be delegated to serve on this panel. A call for volunteers to serve on this panel shall be included in each membership meeting, with the monthly Station Board meeting announcements (see Section 20 below) and at the first two Station Board meetings after each election. The Station Board may ask for more applications at any time.
1) The Station Board shall select panel members by giving greatest weight to the following criteria:
a) The applicant's experience in promoting harmonious and respectful intra-community relations.
b) KPFK's need for the widest diversity, representing the many communities and interests we serve.
2) The Community Needs Assessment Panel shall have three primary functions:
a) To assist and advise the Station Board in defining "hate speech", and differentiating between editorializing and commentary, or legitimate reporting and dramatic presentation, as required by Section 27, A, (5) of this Article.
b) To review and evaluate the effects of all equal opportunity/affirmative action guidelines and policies which have been adopted by the Station Board.
c) To comply with CPB (Corporation for Public Broadcasting) community needs assessment regulations, as appropriate to our CPB status.21
3) The Community Needs Assessment Panel is expected to attend each annual membership meeting, and be prepared to discuss its report with attendees. If a special membership meeting is called, either the member's petition or the Station Board vote may require this panel to attend. The information packet mailed to each member before the annual membership meeting shall include a summary of this panel's reports, if feasible. Therefore, this panel is urged and expected to report promptly. The Station Board is mandated to consider the reports seriously, and to act promptly.
Section 20. Notice of Station Board Meetings
Notice of upcoming board meetings (except emergency meetings) shall be given at least one week before said meeting, on the air, every day and reasonably distributed throughout the day. It shall also be published in the station program guide/newsletter and website prior to the meeting.
The required quorum at Station Board meetings shall consist of sixty percent (60%) of the number of filled board positions excluding "ex-officio" (non-voting) board members to convene meetings and conduct business.
Section 22. Regular Meetings of the Station Board
Regular meetings of the Station Board shall be held monthly, at a time and place to be determined by the board. Regular meetings of the Station Board shall be open to the public and be held in a location that can facilitate public attendance.
[Annotation: If there is a great interest in a recent policy change or incident, a forum large enough to accommodate the expected people should be procured.]
Section 23. Special Meetings of the Station Board
In the event of an emergency, crisis or unusual need, a special meeting of the Station Board may be called with at least 2 days notice. Such meetings can only be called by a quorum of the board. Those members shall personally notify all other board members. Members of the public shall be notified on the air for at least a 2 day period before said meeting, provided KPFK is broadcasting.
Section 24. Executive Sessions of the Station Board
The Station Board may, by majority vote, call an executive (closed) session to consider matters relating to personnel, litigation or matters involving confidential relationships. In the event that an executive session is held, the reason therefore shall be announced and noted in the published minutes of the board. In the interest of openness and accountability, the use of~executive sessions must be kept to a minimum and must not be abused.
Section 25. Conduct of Station Board Meetings
The Station Board shall allow KPFK members in attendance to ask questions about and/or make concise relevant comments on agenda items when they are discussed by the board and prior to a board vote on the item.
Section 26. Agenda of Station Board Meetings
A. The agenda of monthly board meetings will include but not be limited to:
1) Reviewing and approving of previous board meeting's minutes.
2) Unfinished agenda items from the previous board meeting.
3) Items added to the agenda by board members.
4) Items added to the agenda by at least six (6) attending KPFK members.
5) An open comment period, in which KPFK members and the public at large may address the board, will be part of the agenda of all public meetings of the Station Board and shall be no less than thirty (30) minutes in length.
6) A brief report from each attending Station Board member on fund-raising efforts since their last meeting.
7) Proposed programming changes, if any.
Section 27. Broadcast Guidelines & Policies
A. The Station Board is required to create a document of programmers' rights and responsibilities. A current version of this document shall be posted on KPFK's website, and provided in hard copy form to each programmer and to KPFK members upon request. This document shall include the following guidelines and policies:
1) KPFK shall maintain a complete ban on underwriting or sponsorship of programming, or of any other station activities, by for-profit corporations and/or companies.
2) KPFK shall maintain and keep current a list of non-profit corporations or foundations from whom underwriting is acceptable, and a procedure whereby additional non-profit corporations or foundations may be added to this list.
3) Every programmer shall be required to provide KPFK with a log of basic information regarding each program on or before the date of broadcast.
4) Programmers shall refrain from libel.
5) Programmers shall not air hate speech and/or incitement to violence in the language or content of programming except when such language is an intrinsic component of legitimate reporting, or dramatic presentation.
[Annotation: The concept of "hate speech" is very controversial and predates the invention of radio. Historically, "hate speech" has been used to foment great social injustice. For centuries, civil libertarians have debated issues of protected free speech and the point at which words constitute "hate speech" or an incitement to violence, and do not merit protection.
KPFK would benefit from the widest possible discussion of these issues. We recommend that the Community Needs Assessment Panel (see Article V, Section 19 b 2) define "hate speech," and to analyze the legal and political issues involved for community radio. This group should have people of diverse backgrounds, including civil libertarians and social justice activists. This group should generate an annual report which could help in forming program policies.]
6) In order to conform to federal regulations, KPFK shall prohibit language identified by the FCC as obscene.
7) Each programmer is entitled to sixteen (16) days notice of major changes in his/her status and/or program scheduling.
8) KPFK shall keep a high-quality continuous air-check for thirty (30) days. This recording is to protect KPFK's license and programmers.
9) KPFK shall schedule a brief calendar of local events at least twice per day.
10) The above (1-9) Guidelines and Policies may be amended only as provided in Article VII, Section 1, A and B.
B. The Station Board and KPFK's members are entitled to advance notification of proposed major changes in the program schedule and or the status of any programmer. This notification shall include, but not be limited to: posting on KPFK's website, publishing in KPFK's program guide/newsletter (if feasible), announcement on the affected program(s) and at the top of the weekly call-in program. This notification shall be given at least sixteen
(16) days before implementation and at least fifteen (15) days before the next scheduled Station Board meeting.
1) In the event of an emergency which demands sudden changes in programming, the above notification language shall not apply.
[Annotation: "Major changes" in this context means change of program length, shifting time slots, removal of host and the like, but not pre-emptions or changes lasting one (1) month or less.]
ARTICLE VI Additional Powers of the Station Board
Section 1. Hiring and Tenure of KPFK's General Manager
A. When the position of General Manager becomes vacant, the Station Board shall post notice of said vacancy on Pacifica stations' bulletin boards, e-mail lists, trade journals and other periodicals, as well as announce said vacancy on-air during peak broadcasting hours. The Station Board shall nominate, by simple majority vote, at least one applicant for consideration by Pacifica.
B. Pacifica may consider additional applicants. At Pacifica's option, they may submit one or more nominees for the General Manager's position back to the Station Board. When the Station Board receives this list from Pacifica, the Station Board may accept any one nominee by simple majority vote. In the event that no nominee is accepted, the nomination process shall be reopened as specified above.
C. The General Manager shall be hired for a period of one year. At the end of this term, the Station Board may re-hire the General Manager by simple majority vote. If the board does not so vote, the position is vacant and section 1 A and 1 B of Article VI shall apply.
Section 2. Removal of General Manager
The station General Manager may be removed or suspended for cause by a two thirds majority vote of the Station Board.
Section 3. Acting General Manager
In the event that the General Manager's position cannot be filled, an Acting General Manager shall be appointed by the Station Board for a period not to exceed four (4) months, or until a permanent General Manager is hired, whichever comes first. At the end of this term, if a permanent General Manager is not hired, the Station Board shall appoint any person for a period not to exceed eight (8) months, or until a permanent General Manager is hired, whichever comes first. If at the end of this term a permanent General Manager is still not hired, the Station Board shall appoint a KPFK member to be General Manager for a period not to exceed twelve (12) months. This person shall be de facto the new permanent General Manager.
ARTICLE VII Amendments, Petitions & Proxies
Section 1. Amendments to the Bylaws
A. Any proposed amendment to the Station Bylaws may be placed on the next annual election ballot by a simple majority vote of the Station Board or by a written petition requesting such placement signed by fifty (50) or more KPFK members. The text of the proposed amendment shall be published in the station program guide/newsletter, posted on the station website and announced in relevant and appropriate public forums (including on the air) at least forty-five (45) days prior to the next annual meeting/election.
B. Such amendments shall be enacted by approval of a two thirds (2/3) majority vote of those members who vote either by mail or at the membership meeting/annual election.
All action taken by the Station Board or KPFK members shall be taken by them personally. Powers may not be delegated by alternates, by proxy or the like.
PLEASE HELP US IN THIS EFFORT BY SENDING YOUR COMMENTS AND SUGGESTIONS TO:
PACIFICA ACCOUNTABILITY COMMITTEE
P.O. BOX 8827, UNIVERSAL CITY, CA 91618-0827
or E-MAIL: ay589@lafn.org
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