January 2008, PNB Motion RE: Elections of Directors

MOTION ON ANNUAL LSB ELECTIONS OF DIRECTORS

Whereas Article 7, Section 6B of the Pacifica Bylaws states, “There shall be a meeting of the LSB in December each year to seat newly elected Delegates and to elect LSB officers, and in early January to elect Director(s).”

Resolved, that:

1. The Pacifica National Board determines that the annual election of Directors by the Delegates from each of the five local stations shall occur during any LSB or Delegates meeting held between January 1 and January 15, unless the Pacifica National Board grants a waiver due to exigent circumstances beyond the control of a particular LSB.

2. If the National Elections Supervisor has determined that the results of a particular signal area's Delegate election will not be certified by January 15, but that he or she intends to certify those results before the January in-person meeting of the Pacifica National Board, the Pacifica National Board may approve a waiver of the above-listed bylaws section to permit that LSB or Delegates meeting to hold its Directors election after that certification and before the convening of the PNB meeting.

3. If the results of the Delegates election in any signal area have not been certified at the time of that station area's election of Directors, those Directors shall only serve on an interim basis until the certification has occurred and a new Directors election has been completed. As soon as feasible after the certification, the LSB or Delegates shall convene a meeting to hold elections for Directors for the remainder of the term, whose term shall begin immediately upon their election and shall extend until the election of Directors in the following year. For the purpose of determining consecutive terms as defined in the bylaws, the failure of any Director to be elected for an interim term shall not count as an interruption of consecutive service if that Director who is subsequently elected by the newly constituted Delegate Assembly or LSB.

Where LSBs have taken action at regularly scheduled meetings this month, to deal with the delays occasioned in electing officers and PNB members, due to the delays in tabulating the votes and certifying the election, they shall not be required to meet again to elect temporary officers or PNB members, in compliance with the terms of this motion. They shall, of course, elect officers and permanent PNB members upon the certification of these elections.

The LSB is a committee of the PNB, but the Delegates, when they meet as Delegates to elect Directors are NOT acting as a committee of the PNB. They are acting as representatives of the Members. The “current” Delegates have not yet been elected at WBAI (and KPFK & WPFW). Until they are elected and new Directors are elected to represent those stations, either the current directors from those stations must stay in place, or the Delegates whose terms have not expired could elect directors, or “provisional” directors could be elected to serve only until the full current Delegate assembly is elected. They would then meet to elect directors to complete the term ending January 2009.

Bylaws

ARTICLE FOUR - DELEGATES

SECTION 1. DELEGATES DEFINED

The Members of each class for each Foundation radio station shall separately elect Delegates who shall serve as representatives of the Members in the election of Foundation Directors from each radio station area and who shall have such other duties and powers as are specified in these Bylaws.

ARTICLE FIVE - BOARD OF DIRECTORS OF THE FOUNDATION

SECTION 3. NOMINATION AND ELECTION OF STATION REPRESENTATIVE DIRECTORS SECTION

A. NOMINATION

Any current Delegate of any class of Members may nominate any other current Delegate of any class of Members serving the same radio station for the office of Director, provided that the nominee has served at least one year as a Delegate for that radio station. Said nominations shall be given in writing to the Recording Secretary for the radio station Local Station Board (“LSB”) by December 31 prior to the election of Directors in January.

B. ELECTION

The Delegates for each radio station shall meet annually in early January to elect four Directors to represent that radio station on the Board. The Delegates of both classes of Members, voting together, shall elect three Listener-Sponsor Directors using the Single Transferable Voting method, and shall elect one Staff Director using the Instant Runoff Voting method, to represent that radio station on the Board. The Staff Director must be a Staff Delegate. The Listener-Sponsor Directors must be Listener-Sponsor Delegates.