2015 PNB Uses Illegal Procedures to Pack the 2016 PNB

The Pacifica Bylaws require that nominations from qualified affiliates to place an affiliate Director on the PNB be filed no later than November 15. The bylaws then require an election that has 30 days notice, and the two affiliate Directors are to be elected at the same time by the Single Transferable Voting method(1).

In 2015, there were no nominations submitted by November 15, in fact the PNB never solicited any. The PNB had not done anything about electing affiliate Directors for 2016. So the majority on the 2015, PNB set about packing the 2016, PNB with affiliate Directors who would keep the 2015, majority in power for another year. The 2015, PNB majority plugged in people who had not been nominated, from entities that were not affiliates at all and they elected them one at a time by voice vote at separate meetings. Below is an E-mail from Bill Crosier, Treasurer of the KPFT LSB sent on the eve of the second illegal election that lays out the violations involved in what the 2015, PNB majority did in this case. The PNB did go through the motions of electing a second affiliate Director on December 29, 2015, and that one isn't even from a radio station at all!

Why is this all happening and why does it matter? There are people in the 2015, PNB majority who appear to be trying to drive Pacifica into bankruptcy. In some scenarios the PNB that is sitting at the time when the bankruptcy occurs will have a lot to say about the distribution of the resources of a bankrupt Pacifica. Among those resource would be radio station licenses and real estate. Would people who behave as the 2015, PNB majority has done operate in the best interests of Pacifica, its listeners and Staff or would they seek to act in their own, selfish interests?

-------- Forwarded Message --------

Subject: [PacificaRadiowaves] Please do the Affiliate Director election right
Date: Tue, 29 Dec 2015 18:42:01 -0600
From: Bill Crosier kpft@crosierbiomed.com
To: PNB
CC: ....

Please do the Affiliate Director election right

To the Pacifica National Board,

I'm very concerned about how messed up the Affiliate Director election has become, and ask that you put a stop to rushing into picking from a tiny select group of insiders, one at a time in violation of the Bylaws-mandated STV requirement, and do it the right way.

I realize that Pacifica's affiliate stations were not notified as they should have been several weeks ago about when and how to nominate someone for one of the two affiliate Director positions on the PNB, and that you already elected one (ineligible) candidate anyway (who had apparently been recruited by an insider, since other affiliates did not know about the election), and that you apparently intend to elect another candidate tonight, again before other affiliates can be properly notified so they have an opportunity to submit nominations.

But this is all wrong, so very wrong. The fact that you are behind the timetable in the Bylaws does not mean that you can ignore the fact that there must be proper notice to all affiliate stations, along with adequate time for nominations to be submitted (after the holidays!). If our regular delegate elections had proceeded with only insiders knowing when and how to submit applications, you'd all be raising hell about it. When it was clear that adequate notice was not going to be made to all members for the delegate election nominations, the nomination period was delayed until proper notice and time was possible. You should do the same thing for the affiliates.

Electing the affiliate directors one at a time is also clearly in violation of the Bylaws requirements to elect them at the same time using STV, so that the majority on the board can't elect both directors. This is perhaps an even worse violation of the Bylaws than holding the election without telling the eligible people (from our affiliate stations) that there's going to be an election and how to apply.

Please cancel this ridiculous election, in which only insiders know they can submit their nominations,give proper notice to all Pacifica affiliates, and hold the affiliate election a few weeks after that, after they've had time to apply. The current affiliate directors can continue on the Board until then, just as all of you will be (presumably) continuing on the PNB until the delayed delegate elections are finalized and new Directors can be elected (late, but hopefully still in January).

Bill Crosier

The Pacifica bylaws language regarding how affiliate Director elections should be handled are below.

Article Five, Board of Directors of the Foundation, Section 4: Nomination and Election of Affiliate Representative Directors

A. NOMINATION

Any Foundation "affiliate station" (as defined below) or any association of affiliate stations may nominate one or more candidates for the two Affiliate Director positions on the Board. Nominations shall close on November 15th each year and shall be submitted in writing to the Foundation Secretary for forwarding to the board. Every affiliate station or association of affiliate stations submitting nominee(s) shall include with said nomination(s) a written explanation of its procedure for selecting the nominee(s). Said statement shall be certified by the station general manager or the governing board secretary of each affiliate station nominating said candidate(s) or by the secretary of the association of affiliate stations, as appropriate. In addition, each nominee shall submit his/her resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary shall forward to all Foundation Directors all materials submitted supporting each nominee not later than December 1st.

For purposes of this Section, an "affiliate station" shall be defined as any non-profit non-commercial broadcaster that broadcasts programming provided or distributed by the Foundation pursuant to a written agreement with the Foundation, including, for example, community radio stations, internet broadcasters or digital broadcasters, as such technology may be developed. An affiliate station shall not be a radio station whose broadcast license is held by the Foundation. For purposes of this Section, an "association of affiliate stations" shall be defined as any group of affiliate stations that have joined together to form an association, provided that said association has adopted bylaws and its membership is limited solely of affiliate stations.

B. ELECTION

As the first order of business, and given 30 days advance notice, at a Board meeting in December each year, the Directors present and voting (excluding any then current Affiliate or At-Large Directors from the vote) shall establish a protocol for balloting and shall elect two (2) Affiliate Representative Directors from the nominees submitted by affiliate stations and/or affiliate station associations, using the Single Transferable Voting method. Affiliate Directors shall serve for a one-year term which shall commence with their seating at the regular January Board meeting.


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