This message is from Bob Bergstresser, rhb@bigfoot.com.

I recorded all of the open sessions, and will be transcribing material, also as fast as possible (but see below -- fascinating development). A brief introduction for those of you who don't know me: I was a KPFA staff member from 1964 to 1972 (Production Assistant and Director), then went into software development; and have been a member of the Take Back KPFA! Coordinating Committee since it's inception in August of 1995.

I had intended the following to be sent as separate items, but under the circumstances, it's all in one bunch.

GOVERNANCE CHANGE TRANSFORMED

The proposed bylaw amendment which would have changed the composition of the Pacifica National (Governing) Board didn't just die in committee, it was effectively dead on arrival.

The bylaw amendment would have eliminated one of the two Board Directors nominated by each Local Advisory Board (LAB), substituting a "Signal Area Representative" nominated by a committee consisting of a current Board member, a Pacifica staff person, the Local Advisory Board chairperson and the one LAB-nominated director.

In the Board Development Committee meeting, chaired by David Acosta from KPFT, at-large Director and Board Secretary Roberta Brooks put forward a "counter-proposal" that "Jack [O'Dell], Mary [Berry], and I discussed", to drop the by-law amendment and instead enlarge the board by adding four at-large members. This latter action would not require a bylaw amendment; the number of Board members, under the current bylaws, may be determined by simple majority of the Board.

Brooks' announcement followed a lengthy presentation by WBAI LAB chairperson Nan Rubin. Rubin presented two documents: a one-page summary of the Council of Chairs (i.e., the five LAB chairs) unanimous opinion that the bylaw amendment should be dropped, at least for the time being, and a two-page document originated by the KPFA LAB, the essence of which is that LAB-nominated Directors should be strongly guided by the views and decisions of their own LABs. The latter document, which will be posted to this list, was generally agreed upon by the Council of Chairs although there had been no formal vote.

A transcription of a portion of Brooks' remarks, containing a rationale for the new approach, will be sent in a later transmission.

The proposed increase in the number of at-large Directors would result in a Board comprised of 10 LAB nominees and 9 at-large Directors (which, following a later action, would be nominated by the Board Development Committee). This ratio was duly noted by both proponents and opponents of the original bylaw amendment, but its significance remains to be discovered.

The Board Development Committee unanimously recommended the Board enlargement plan, and in general session the next day, Sunday, the full Board unanimously accepted the recommendation. New Board Chairperson Dr. Mary Frances Berry assigned the task of finding candidates to the Board Development Committee, requesting that they act expeditiously; it seems likely that new members will be elected at the February 1998 meeting in Los Angeles.

There's more to the story. The announcement of the Board agenda --my copy was dated September 9, but apparently it was not the first draft -- contained the following language, here copied exactly:

"ARTICLE THREE (prepared by John Crigler, Haley, Bader & Potts. Amended by Roberta Brooks 8/22) Section II: _Nominations of Directors:_ Candidates for Directors may be nomination [sic] by: (1) receiving a majority vote of a local advisory board; of two nominees from the local advisory board, at least one must be a person of color; (2) being nominated by a Foundation's Board Development Committee; or (3) being nominated by a seated director. Section III: _Election of Directors:_ In order to be elected as a director, a nominee must receive the votes of two-thirds or more of the Governing Board of the Foundation.

"(Original language [i.e., bylaw language prior to any amendment]: Section II: _Election of Directors:_ In order to be elected, a member must receive the nomination and vote of a majority of the station board which s/he represents, unless such member is classified as an 'at large' member, in which event s/he must be elected by a 2/3 vote of the Board of Directors of the Foundation, voting by secret ballot, subject to the approval of FCC council [sic] or FCC. Each station board shall nominate at lease [sic] one person of color as a permanent representative to the National Board.)"

If you think you're confused by some or all of the above language, new and old, so was Dr. Berry -- at least, that's what she said.

In it's amended form as adopted by unanimous vote at the end of the Sunday general session, and as it was defended by various Directors including Dr. Berry, this bylaw amendment appears to be merely a rationalization of current bylaws. In an earlier session Dr. Berry had asked for clarification of language using the terms "nomination" and "election", asking at one point if nomination and election were the same thing or two separate acts. Dr. Berry was certainly correct in raising the question -- the old language in Section II is a mess. Dr. Berry's support of the adopted bylaw changed was at least in part based on the notion that the new language made the distinction between nomination and election clear, as well as regularizing procedure and making it more visible.

The details: as amended, item (3) in the proposed change was struck entirely; the previous difference in election requirements for at-large Directors (2/3 vote) and Directors nominated by the LABs (traditionally a simple majority) was reconciled by having all Board Directors elected by a majority of the Board members present (assuming a quorum); and the grammar was corrected.

During the general discussion of the make-up of the Board, at-large Director and Treasurer June Makela was the only Director to voice continued support for the original proposal for "Signal Area Representatives", and she did so with some vigor.

PAID-FOR OPENNESS

At the beginning of the first of two general sessions, and the first session which she chaired, Dr. Mary Frances Berry announced a new policy when she explained the presence of the person distributing microphones around the Board table: the general sessions were to be recorded and transcribed by a qualified court reporter, and the complete transcription would be placed on the Pacific Web site.

I think I heard the sounds of more than one jaw dropping, mine included.

Dr. Berry gave as some of her reasons that she wanted the record to be accurate, and did not wish herself or anyone else to be misquoted, with passing reference to (my paraphrase!) the rumor mill. Her extended remarks will be transcribed as soon as possible and posted to this list, unless Pacifica beats me to it; it was my impression that Dr. Berry's individual statements are best viewed within the larger context of her own words. I mean to be neutral here, not lukewarm. In a later post I will expand on my impressions, mostly quite favorable, and give more context to Dr. Berry's words.

Meanwhile, in the second general session Dr. Berry said that she would be travelling to all of the station locations for meetings with staff, LABs, and (if I recall correctly -- I'll check the tape) the public!

More jaws dropping.

The next two reports are (1) a transcription of remarks by At-Large Director and Board Secretary Roberta Brooks to the Board Development Committee, put forward as a rationale for the change in approach to amendment of Board member composition, and (2) the second of two documents presented by WBAI Local Advisory Board chairperson Nan Rubin, representing the Council of (LAB) Chairs, to the Board Development Committee; this document was prepared and adopted unanimously (9-10-97) by the KPFA LAB.

Following is a transcription from the Pacifica Board Development Committee meeting of the introduction of the alternative to the so-called "governance change" bylaw amendment.

A word about transcription methodology. Items in square brackets are either paraphrases or additional explanatory phrases. Ellipses represent material that was missed due to recording difficulties, elimination of redundancies and obvious slips of the tongue, and skips over material which is not sufficiently relevant. In all cases, editing favors the speaker, that is, editing makes the speaker sound better than was the case in real time.

The speakers in this excerpt are David Acosta, KPFT LAB representative and chair of the Development Committee, and Roberta Brooks, At-Large Director and Board Secretary.

Ms. Brooks spoke at the beginning of the second hour of the meeting, following a lengthy presentation by WBAI LAB chair Nan Rubin which included the Council of Chairs' recommendation that the bylaw amendment be dropped.

Brooks gives a variety of reasons for the change in approach. In later discussion in committee and general Board sessions, the emphasis was almost exclusively on the need for additional Board members who could bring attributes related to fund-raising to the table. Those attributes -- the "major criteria" mentioned by Brooks -- will be listed in a report on the 50th Anniversary Committee meeting.

The discussion which followed was illuminating but difficult to transcribe. I'll try to do a condensed report with some quotes.

ACOSTA: Lets move on to the next item, which is the proposed bylaw change. Roberta [Brooks] will tell us about that now.

BROOKS: Well actually, it's speaking to that -- I suppose you could call it a counter-proposal that Jack [O'Dell], Mary [Berry] and I discussed, that would speak to Nan's concerns and hope to do a paradigm shift on this whole discussion; and I'll throw it out for discussion by this [committee] and we can explore ... [TAPE CHANGE -- ca. 10 seconds] ... to drop the proposal to ... adopt this by-law change, which is one Signal Area rep and one Local Advisory Board rep, keep the two Local Advisory Board reps, and add four new at-large members to the Board. The purpose of this is to move forward expeditiously to do some of the things that we were talking about the 50th Anniversay campaign last night. We have *got* to move forward as an organization; there are *enormous* needs at every station. What each station is doing [for] the 50th anniversary is developing their strategic plan which will tell us what their infrastucture and station and program needs are moving into the 21st century; and we need to raise a lot of money to do that, and we are not going to raise a lot of money chewing each other up, and that we would go forward with dropping the [change affecting the] Local Advisory Boards, we would *expect* more from our Local Advisory Board reps, we would hope that they [the Boards] would stop spending all their time fighting the National Board, we would [garbled -- "hope they would support"?] their local station managers, we would implore them to bring people on their Board that contribute something to the Governing Board when they send them up, we would expect them to develop a person in their Signal Area who is *not* on their Board necessarily who would be a member of the 50th Anniversary Committee who would bring some of these major criteria to us in addition to their sending the two Local Advisory Board reps and that they would support this proposal to go forward. We specifically have limited this to four new at-large members because that would still keep the balance, hopefully, in favor of the Local Advisory Boards, which I would hope that they would appreciate, and that we could go forward in a healthy environment to resolve these problems and address what really has to happen, and that is, build this network.

Following is the second of two documents presented by WBAI Local Advisory Board chairperson Nan Rubin, representing the Council of (LAB) Chairs, to the Pacifica Board Development Committee.

The version below is the draft prepared by a KPFA LAB committee. The draft was adopted as is, unanimously, by the LAB at their Sept. 10 meeting. While I was not privy to the handout at the National Board meeting, I have no reason to think it was different in any substantive way.

Rubin said that the Council of Chairs had discussed the document briefly in a conference call, and that while there was no formal vote of adoption, there was agreement by all Chairs to forward it to the National Board.

There was some discussion both in the Development Committee and in full session of the National Board. The document was not received with wholehearted approval. The central issue remains contentious: are LAB-nominated Directors to be merely a "conduit" (the word used in this discussion) for LAB positions, or are they somehow to act independently in furtherance of the "larger issues" of the Foundation.

I heard no mention of the notion that this may be a false dichotomy; the document itself is stated so mildly that it is surprising there should be any disagreement. It should be no surprise that the predominant "larger issue" seemed to be fund-raising.

TO: KPFA Local Advisory Board, KPFA Representatives to the Pacifica Governing Board, Roberta Brooks, At Large Member Pacifica Governing Board FROM: Mary Berg, Pete Bramson, Cheryl Fabio-Bradford, Hank Levy, Steve Lustig DATE: September 10, 1997 RE: DRAFT OF RECOMMENDATIONS LAB / Governing Board relationships CC: Council of Chairs, KPFA Station General Manager

_Policies & Procedures Regarding the Relationship Between the KPFA Local Advisory Board and its Elected Representative(s) to the Pacifica Governing Board_

The purpose of this policy statement is to clarify the expected role and responsibilities of the Local Advisory Board (LAB) and its elected representative(s) to the Pacifica Governing Board (GB).

The GB representive(s) are part of the governing body which determines the overall philosophy, the policies and, in many cases, the procedures by which the Pacifica network is operated. To this end, their role carries an enormous responsibility. The qualities for such individuals to sit on such a governing board include: (1) certain critical personal characteristics (intelligence, communication skills, ability to work with others, integrity, flexibility); (2) a philosophical/political commitment to the ideals/missions of the network; and (3) an ability to understand how to promote those ideals in a practical fashion.

In addition to those three qualities, the elected representative of the LAB must also have a fourth quality, which is an understanding that he/she must operate in a way which considers their base of support, someone who understands that he/she is a direct link to the listeners through the LAB and to the governing body of the network.

The LAB must consider the above four criteria in its selection of a prospective GB representative.

Once selected on the basis of the above four criteria, the GB representative(s) will be expected to use his/her best prudent judgment at all times (during meetings and in working committees) to promote the interests of the Pacifica network, which [if all parties are acting in good faith] must necessarily include the interests of KPFA and the other stations which define [comprise] it. He/she/they are expected to follow the guidelines as set forth by the Governing Board in terms of hours, committees and meetings they are to attend.

The LAB expects the following from its representative(s):

(1) Attend all LAB meetings. Communicate completely and accurately to the LAB at its meetings: (a) before GB meetings as to upcoming agenda items in order to provide for adequate lead time for language to be circulated for local discussion and comments; and (b) after GB meetings as to all decisions made and summary of upcoming issues. This would include providing copies of all relevant documents.

(2) Attend LAB Executive Committee meetings except when participation in GB meetings prevents doing so.

(3) Remain extremely sensitive to issues and/or agenda items which affect KPFA and/or the KPFA LAB; if such issues and/or agenda items arise, take responsibility for: (a) timely communication of these items to the LAB, the LAB Executive Committee and the LAB Chairperson or Vice-Chairperson; and (b) after consideration of the opinion of the LAB, the LAB Executive Committee and the LAB Chair or Vice-Chair, to communicate these opinions back to the GB or any of the proper committees of the GB.

(4) If, in the opinion of the GB representative(s), it is felt that the GB is about to make a decision which affects the station or the LAB in sufficient material ways and for which the GB representative suspects that an insufficient amount of communication has taken place, then the LAB would expect that the GB representative would attempt to hold over voting on such matters for consideration of the LAB in order to incorporate an effective process of communcation to and from the LAB.

(5) In general, to "carry the message" of the LAB to GB meetings. This means either voting in accord with the intentions of the majority of the LAB or, if voting against the wishes of the majority of the LAB, committing to full, accurate and timely explanation of the reasons. This explanation would be expected to be articulated at both the GB meetings and at the LAB meetings, and to be incorporated into the minutes of both bodies.

The LAB has the responsibility to do the following:

LAB takes responsibility for regular, timely and effective communication with GB reps, with the station manager and with the Council of Chairs (COC), via the LAB Chair, not only at LAB meetings but whenever necessary. E-mail, phone calls, meetings, letters, etc. are examples of communication leading to more effective LAB/GB relationships.

The LAB and the GB representative(s) must work together to best advance the mission, goals and interests of both the entire Pacifica network and KPFA. Complete, accurate and frequent communication between the LAB and its representative(s), along with an understanding of this policy statement, will help to ensure that all parties will advance together.