Clarification of Rules by Parlimentarian

This is a copy for INFORMATIONAL PURPOSES ONLY revealed here for anyone to read, learn or dispute to the KPFK Local Station Board members, if so needed. It is not always known and not spoken often or easily. Here goes:



"Directors are not elected by the Local Station Boards. They are instead elected by the local Delegates, who constitute a distinct deliberative body with slightly different membership and hugely different powers and authorities. When the Delegates meet they are a committee of the local membership rather than a committee of the Pacifica National Board and they have only the authorities assigned to Delegates in the organization bylaws. Although under Article 4, Section 4, "Any and all actions, resolutions and policies taken or adopted by an LSB may be overridden by a majority vote of the Directors," the Pacifica Bylaws include no authority for the Pacifica National Board to override or rescind a decision of the Delegates in an area of their assigned authority.



Although Article Five, Section 1(D) states that "all corporate powers shall be exercised by or under the direction of the Board," that authority is unambiguously made subject to "any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the Members or Delegates of the Foundation," so the authorties assigned to the Delegates in the bylaws are by means of this very section specifically exempted from PNB direction and control. This is why recent PNB resolutions attempting to discipline the WPFW Delegates in connection with not following Board direction regarding that station area's Director elections risk bylaws violation.



The elected Delegates of the membership serve on their Local Station Board as one of the duties or privileges of their delegate office (Art. Seven, Sec. 2), which is why an LSB Member cannot legally be removed except through the delegate removal procedures specified in Article 4, Sec. 9, which require a greater approval than for Director recall. Coduct that is "adverse to the best interests of the station," while grounds for Delegate removal, is no grounds for Director recall. A Director's fiduciary duty to the Foundation may occasionally require voting or other conduct adverse to the interests of the specific station from which area they were elected. Conduct that is "adverse to the best interests of the Foundation" is grounds for removal from office in either case.


[snip]


Directors are not elected by their LSBs. The proposed recall of a Director would require a special meeting of the Delegates called with at least 30 days notice, as specified with other details in Article Five, Section 7 of the Pacifica Byaws.



A successful Director recall by the Delegates under this section would require "the 2/3 vote of the Delegates present and voting (but not less than a majority of all the Delegates) of the radio station that elected said Director (excluding the vote of the Director in question) that said Director has exhibited conduct that is adverse to the best interests of the Foundation."



The challenged Director "shall be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard."



The Pacifica Bylaws do not specify what authority is required to call a special meeting of the Delegates. A reasonable interpretation is that Article Six, Sec. 2 regarding special meetings of the PNB would apply as adapted to the situation, which would mean that a special meeting of the Delegates may be called by the Chair, by any two local Officers, or by any three Delegates.



It is reasonable to assume that the "at least 7 days" public notice requirement for Local Station Board meetings specified in Article 7, Sec. 6(D) is generally adequate for Delegate meetings on matters for which greater notice is not specifically required, but the cases of a proposed Director recall, a proposed Delegate removal, or approval of a proposed bylaws amendment all have greater notice requirements."



written by Terry Goodman on Oct 5, 2009.