TO: Members of the Pacifica Governing Board of Directors
FROM: Roberta Brooks, Governing Board Secretary
DATE: March 6, 1997

RE: Governance Issues and the proposed changes to LABs

The proposals which follow make several changes that impact directly on Local Advisory Boards (LABs). Several local boards have pointed out in the past years that they are confused by policies and directives regarding their role. As advisory boards, they were being asked, at times, to take on tasks that were more related to operational issues. This was frequently at the cost of the important community liaison work that is the purview of the LABs and which no other body is capable of performing.

Through the strategic planning process and with the help of position papers from some LABs, the Governing Board (GB) has attempted to resolve these conflicting policies. The role of the LAB as a conduit for information from the community to the station has been strengthened. The role of chair of each LAB has been strengthened by the formation of a Council of Chairs which will meet at regular intervals with the GB chair. This should facilitate the flow of information between the two bodies and enable the LABs to have a more direct communication link with the GB.

The representatives from the station to the GB will also change. The LAB will send two names as usual to the GB Nominating Committee and one will be selected by the committee to serve as the LAB representative and one as an alternate. This will allow the necessary flexibility to insure that at least one half of the GB is composed of people of color. The second representative from the station area will be a signal area representative who is not from the LAB. That person will serve ex officio on the LAB.

The GB decided on this configuration for several reasons. The amount of work at the GB level is quite demanding. It was felt that by having a signal area representative not assigned the many tasks relegated to the LAB, it would free up that persons time for the GB. Further, the more precise community liaison role of the LAB requires skills and experience that is quite specific and not necessarily the same as required for some of the work at the GB. In order to make sure there is some accountability to the signal area, that representative will be selected by the GB Development Committee comprised of the station general manager, the station's representative to the GB, the chair of the LAB, the chair of the GB Board Development Committee, and the National Development Director.

It is our hope that this configuration will attract the most appropriate people for the respective tasks, as well as spreading the work around.

Draft 2/10/97-with amendments agreed to by the Pacifica Board of Directors in January, 1997, approved by Board Governing Committee 3/3/97, approved for distribution by Pat Scott 3/6/97

BACKGROUND
Pacifica's local advisory boards play an important role in the life of each station. The LABs are in place in order to carry out necessary support work at the station. Minimum compliance with federal law mandates that the Governing Board: 1.) establish a community board to provide management with a sense of community needs and issues, and 2.) to carry out requested support work, including raising money for the station. The LAB serves under the direction and guidance of the Pacifica Governing Board. The LAB serves at the will of the Governing Board and is monitored by the Chair and Executive Committee of the Governing Board which has the authority to recommend recognition, reorganization, reconstitution, or dissolution of the LAB to the full Governing Board.

The Governing Board shall annually review the LABs and certify that they are performing according to Policies Governing LABs. If at any time it is determined that a LAB is out of compliance and has not carried out its assigned functions, the Governing Board can recommend reorganization, reconstitution, dissolution, or other action.

LAB PURPOSE/FUNCTION
FEDERAL LAW - CPB The Local Advisory Board shall carry out such functions as are assigned to it by the Pacifica Foundation Governing Board and shall otherwise comply with the requirements of Section 396(k) of the Communications Act.

Minimum compliance with the Act mandates that the Governing board must:
A.

1. establish a community advisory board
2. undertake a good-faith effort to ensure that:
   a. its advisory board meets at regular intervals;
   b. the members of the board regularly attend the meetings of the advisory board;
   c. the composition of the community advisory board is reasonably representative of the diverse needs and interests of the communities served by the station.

1. review the programming goals established by the station
2. review the service provided by the station
3. review the significant policy decisions rendered by the station
4. advise the governing board of the station whether the programming and other policies of the station are meeting the specialized educational and cultural needs of the community served by the station, as determined by the advisory board. The advisory board may make recommendations to the governing board to meet those specialized needs.

1. To assist in raising money through direct financial contributions and in collaboration with the station.
2. To annually review the programming goals of the station and inform the Governing Board if they are being met.
3. To annually review the service provided by the station, and inform the Governing Board of the results.
4. To annually review the effectiveness of station policies regarding special educational and cultural needs of the communities served by the station and to inform the Governing Board of the results.
5. To recommend to the Governing Board procedures that will allow the station to meet its educational and cultural needs.
6. To annually advise the Governing Board of LAB performance and the roster of the LAB.
7. To be prepared to represent the station before the community.
8. To apply professional acumen and expertise on behalf of the station, performing such functions as requested by the Governing Board.
9. At the direction of the Executive Director, to participate in the annual evaluation of the General Manager.
10. At the direction of the Executive Director, to participate in the search for the General Manager.

1. in no case shall the LAB have any authority to exercise control over the day to day management or operations of the stations
2. Harmony with the Governing Board:
   a. The LAB shall have duties, responsibilities, and powers as from time to time may be set out by the by-laws, policies, or other statements of the Governing Board. No actions may be taken by the LAB that would pre-empt, in whole or in part, the authority or responsibilities of the Governing Board.

MEMBERSHIP
NUMBER OF MEMBERS The LAB will consist of not fewer than twelve (12) nor more that twenty four (24) members. These members are recuited by the LAB through the Nominating Committee process and should be representative of the communities the station serves. To be eligible to serve on the LAB, a candidate must be a current active subscriber to the station.

STATION PERSONNEL Station personnel may not serve on the LAB.+ CPB have indicated that service of station personnel on the LAB is a clear conflict of interest. Station personnel includes those persons who are paid a regular salary, or those volunteers who have regularly scheduled programs or who work more than five hours per month in the station.*

_________________
+ In recent discussions with Pacifica National Staff, the CPB Executive Office indicated that service of station personnel on the LAB is a clear conflict of interest, and that CPB guidelines may be forthcoming on this issue.
* Past practices formally established by union contract supersedes this policy.
_________________

GENERAL MANAGER With the LAB Chair, the GM coordinates and supports the work of the LAB.

ELECTION Each new member shall be elected by a majority vote of the attending members of the LAB for a term of three years. No member shall serve more than two successive terms.

LOSS OF MEMBERSHIP A member who is absent from three consecutive meetings will lose membership, unless such absences are excused by the LAB Chair. A member who fails to remain a current, active subscriber (donor) to the station will automatically lose membership.

REMOVAL of an LAB member shall be either by the Executive Committee of the LAB or by a 2/3 majority vote of the LAB members present and voting at a regular or special meeting of the LAB. Written notice shall be given at least 15 days before the meeting to all LAB members specifying the proposed removal and stating, in general terms, the grounds for dismissal.

OFFICERS AND COMMITTEES There shall be at least a Chair, a Vice Chair, Treasurer, and a Secretary. The standing committees of the LAB are the following: Community Needs Assessment, Development, Membership/Nominating. Chairs are appointed by the LAB Chair with approval of the LAB.

NOMINATING PROCESS The Membership/Nominating Committee recommends candidates for membership on the LAB as needed. It nominates officers as well. Candidates will be selected from the station signal area. The Membership/Nominating Committee will assure that the composition of the LAB nominees reasonably reflects the diverse needs and interests of the local communities served.

Guidelines for LAB Recruitment

1. Each LAB will have a Membership/Nominating Committee - the General Manager will be a member.
2. The LAB will regularly establish its criteria for membership. Financial, development, legal, and management experience as well as ethnic, economic, and geographic criteria will be considered during recruitment 50% of the membership must be people of color.

• evaluate names and list in priority preference
• decide how to approach individuals
• request a resume and statement of interest
• evaluate the experience and skills proposed members
• present new members to the LAB for a vote
• keep a waiting list of potential members
• stagger tenure
• use as many methods as reasonable for recruitment (public announcements, personal reference, on-air announcements, etc.)

OFFICERS The LAB shall annually elect officers whose terms will coincide with the Foundation's fiscal year.

NOMINATION TO THE GOVERNING BOARD The LAB may nominate one member to the Governing Board. A Governing Board term is three years with a limit of two consecutive terms. The National representative's term on the LAB can be extended to allow for two terms on the National Board. LAB chairs may not serve on the Governing Board.

EX OFFICIO MEMBERS Current members of the Pacifica Governing Board residing in the station's signal area are ex officio voting members of the LAB. The station manager is a non-voting ex officio member.

MEETINGS
MEETINGS The LAB shall meet on a regular basis no less than quarterly, as called by the Chair. The meeting shall consist of a quorum which consists of 50% of the members.

OPEN MEETINGS The LAB shall hold open meetings. Reasonable notice to the public shall be given either on air, on bulletin boards, or in station publications. All persons shall be permitted to attend any meeting of the LAB.

Guidelines for open meetings

• LAB meetings should last no longer than two hours. An agenda allocating a reasonable amount of time to complete each item should be prepared by the Chair.
• Public comment is a regular part of each meeting and should be scheduled last. A set, limited amount of time will be placed on the agenda for public comment. All persons wishing to speak must sign up in advance. Each person may have a maximum of 3 minutes to address the board and less if a great many people wish to speak.