Wednesday, August 6, 2008

Pacifica Tackles Bylaws & Management

Facing serious financial problems, the National Board of the Pacifica Foundation has turned its attention to the authority of the Executive Director to make decisions “adversely affecting” the network’s affiliate station program, possible bylaws amendments, and the timing and location of an in-person meeting to address these and other issues. However, during an August 4 telephone meeting an attempt to begin the process of amending bylaws rules regarding the number and form of its meetings went down to defeat.

National Finance Committee Chair Mike Martin warned against spending too much time on governance and the bylaws, saying “we’re running out of time on financial issues.”

At the start of the meeting, a motion saying that decisions about the affiliates program shouldn’t be made by the Executive Director without the approval of the National Board was proposed by KPFT director George Reiter. As he put it, the program “isn’t just a financial source but the relationship we have with the entire community. That political relationship must be the board’s priority. It really can’t be decided by preferences by a single person or a pair of people.” After a brief discussion Reiter’s motion passed 9-5, with eight of the yes votes cast by new members of the board.

This marks the first time since the appointment of Nicole Sawaya as Executive Director that the Board has voted to limit her authority. Sawaya was recently given authority over Pacifica's national office accounts, has won the right to supervise financial staff, and decided in May to cut the budget for Free Speech Radio News, a daily newscast, by 25 percent. She has said that aspects of Pacifica, particularly governance, are "unsustainable," and has informed staff that cuts may be necessary.

Most of the public meeting, which was followed by an executive session, was devoted to possible bylaw changes and the next in-person board meeting. In June the Board voted to meet face-to-face in July, but that didn’t happen due to lack of follow up and the financial crunch. There was also disagreement over whether the meeting should take place in Washington, DC, which would follow a bylaws “rotation” requirement, or in Berkeley, home of the national office and flagship station KPFA.

Asked why Berkeley might be preferable, Sawaya, who first came to Pacifica as KPFA Station Manager a decade ago, said that it might ease potential banking transactions, provide more access to national staff, and show that Pacifica was “bringing it all back home.” Nevertheless, the Board ultimately voted to meet in Washington on September 19-21. According to WPFW Board member Acie Byrd, an area women’s college is willing to provide free lodging.

The bylaws amendment discussion focused on whether to begin the process of notifying listeners that amendments would be consider this fall on whether to reduce the number of in-person board meetings from four to three, and allow other regular meetings to take place by phone or video conference. Once the Board makes such a decision, listeners must be informed about any possible amendments through daily announcements on the five sister stations and posting on Pacifica websites for a period of 60 days before final votes are taken.

The amendments had been proposed by Local Station Boards at KPFA and KPFK. Several Board members wanted to delay the notification for two months so that Local Boards or listeners could propose additional amendments. According to the bylaws, amendments can be considered only once every 12 months. Although the Board approved the idea of delaying and letting people know there was an opportunity to propose more amendments, the overall proposal was defeated.

There are three ways that amendments can be proposed – by six members of the National Board, at least two Local Station Boards, or one percent of the membership. With current membership at around 80,000, it would take about 800 petition signers to bring forward a group of amendments.

In addition to reducing the number of in-person meetings, which has been attempted twice in recent years, there has been discussion about other bylaws provisions. Some aspects of the current document are considered unclear or cumbersome, and Pacifica’s corporate counsel is frequently asked to interpret provisions. In 2006, the foundation’s National Election Supervisor proposes a series of changes related to Pacifica’s elaborate election process. Other areas for potential review include candidate qualifications, staff eligibility and recognition for voting, hiring and termination policies, committee responsibilities and structure, Board diversity and composition, and the division of power between local stations and the national organization.

For example, Pacifica currently accepts varying definitions of who is an unpaid staff member for purposes of eligibility to vote, based upon the varying rules of unpaid staff member organizations. Lack of uniform voter eligibility qualifications can affect the selection of PNB members, and has raised questions of fairness. A related issue is whether and under what circumstances recognition of an unpaid staff organization can be withdrawn, which erupted into a dispute at KPFA last year.

Notification before Board meetings is also an issue. According to the bylaws, notice of all meetings is supposed to appear on the Foundation's website and be announced at least three times daily on air for five consecutive days on all Foundation radio stations. In practice, this rarely occurs.

The current bylaws were adopted after years of dispute concerning the direction of the network, as well as several lawsuits. They represented a compromise between various factions and geographic areas. But some of the new provisions were vague, and others have turned out to be difficult to follow, particularly now that Pacifica is having trouble sustaining listenership and keeping up with rising costs. Unfortunately, they are also very difficult to change, as the recent Board attempt to reduce the number of in-person meetings and use new technology to facilitate its work suggests.

Given the amount of discussion about the need for changes, on boards and throughout the community, as well as Pacifica’s intention to encourage “media democracy,” accumulating 800 names on a petition calling for amendments ought not to be that difficult. But there is little evidence that it’s likely to happen soon.

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