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.

KPFK and Pacifica has rules for recalls of Delegates to LSB ...let's use this info well !

this is a resposting from KPFK's Local Station Board and provided here to expand information, make more transparent what occurs at OUR STATIONs, and to keep communications Open and inter-participative, not left to those who make the "rules" alone...we hope.

Procedures for Delegate Recall: By Class from which the Delegate came

Section 1. The recall petition is to be sent to the secretary of the LSB, c/o the radio station. The petition may be delivered in person, or via US mail or commercial delivery service. Notice of the delivery of the petition shall be sent to the secretary via e-mail. The secretary will forward it within 2 days to legal counsel, previously designated by the PNB, for a determination of whether or not the petition is alleging behavior that is “adverse to the best interest of the Foundation or the local radio station”. The Secretary will notify the Chair of the PNB and the Pacifica Executive Director of the arrival of the petition at the same time. Counsel is to return it to the Chair of the PNB within 5 working days. The PNB at a special meeting if necessary, will decide, upon the advice of counsel, whether the charges in the petition meets the standard in the bylaws for actions “detrimental to the best interests of the foundation”. If the decision is affirmative, the Chair of the PNB will notify the GM of the station within 2 days of the need to certify the petition. If it is negative, the PNB chair will notify the petitioners that their charges have not met the legal standard necessary, and the recall will not occur.

Section 2. The General Manager will have 10 working days from receipt of the petition to certify that the names on the petition are authentic and of sufficient number to satisfy the bylaw requirement of 2% of the membership of the class of the delegate. The GM will notify the secretary of the LSB immediately when that determination is made. The number of required signatures shall be clearly stated in this letter of determination.

Section 3. The record date for the recall election will be the date that the GM certifies the petition, and only members in good standing at that time are entitled to vote. The secretary, upon receipt of the certification will immediately notify the Chair of the PNB that a recall election must be held, with the record date of the petition. The Chair will immediately notify the delegates subject to recall of the record date. To be a valid signature on an LSB Recall Petition, the person signing must be a member on the date of signing the petition.

Section 4. The PNB or their appointed representative shall appoint an agent to supervise the conducting of the election or otherwise see that the election is conducted fairly. The ballots are to be distributed between 45 and 60 days from the record date. They are to be returned within 35 days of their mailing date. Ballots are to be counted and a result declared by the election supervisor within 15 days of the return date of the ballots.

Section 5. The ballot will consist of the text of the recall petition of 1000 words or less, exactly as submitted, a statement from the delegate subject to recall of no more than 1000 words, and the ballot question which will be comprised of only yes or no as a response to whether the delegate shall be recalled The delegate’s statement is required to be filed 21 days before the mailing date determined by the election supervisor.

Section 6. Delegates subject to recall and petitioners shall have equal access to the mailing list for the eligible members. Any challenges to the names on the lists will be resolved by the appointed supervisor in consultation with the General Manager.

Section 7. All recall elections must be completed prior to 90 days before the date for sending out of ballots for a general election, if any delegate subject to recall is eligible for election in that general election.

Section 8. The election shall be subject to the quorum rules for the class, and the recall will be deemed to have failed if a quorum is not reached.

[snipped] .....[there was].an extended discussion about requiring all delegates and new non-union paid staff to agree to arbitration rather than taking legal action against the Foundation. It became evident[at a meeting] that such a requirement for delegates would most likely require a Bylaws amendment. Foundation counsel indicated that current non-union staff (primarily the 10 management-level employees) might sign on in exchange for changing their "termination at will" status to "termination for cause." The discussion will continue....[snipped]