Pacifica National Board

Elections Committee Regular Meeting - June 17, 2007

MINUTES (times are recorded as PDT)

A regular meeting of the PNB Elections Committee was convened at 5:20 pm PDT by
Terry Goodman. Henry Norr served as note-taker and Bob Lederer as time-keeper.
No minutes were approved.


Present: Teresa Allen, Lydia Brazon, Jane Gatewood, Terry Goodman, Bob Lederer,
Henry Norr, Sandra Rawline (arrived 5:42), Cerene Roberts, Deb Shafto, Jack Van
Aken, and LaVarn Williams.

Absent: Ambrose Lane, Rosalinda Palacios, LaVarn WIlliams, and Carol Wolfe.

Revised Agenda

Roll Call & Call to Order
1. Amend & Approve Agenda (5 min)
2. Review and Approval of Minutes (5/20/07) (5 min)
3. Special Reports (10 min)
A. Status and Details of Elections Supervisor Hire
(Continued from prior meeting) (2 min)
B. Update from Director members on any PNB motions relevant to the committee's
work (3 min)
C. Committee Report to PNB (5 min)
4. Workgroup Reports (40 min)
A. Technology Follow-up (Williams) (5 min)
B. Elections Timeline (Roberts) (30 min)
C. Staff Lists (Lederer), including Birden motion on composition of work group
(15 min)
D. Technical Advisory (Anakin) (5 min)
E. Membership Lists (Roberts) (10 min)
F. Birden motion on teleconference systems (5 min)
5. Unfinished Business (20 min)
A. Station Policies on Membership Waivers (5 min)
B. Participation Workgroup Recommendations (5 min)
C. NES/LES/Committee Recommendations (5 min)
1) Campaign Use of Membership Lists (Lederer)
D. Manner of Election of Affiliate Directors (Allen) (5 min)
6. New Business (25 min)
A. Motion that Directors report PNB actions regarding election matters to the
Elections Committee (Birden) (5 min)
B. Noticed motion to rescind the Sunday evening meeting schedule
(Roberts) (15 min)
C. Other New Business (5 min)

1. The committee revised its agenda and approved it without objection at 5:39
(see above).

2. No minutes were approved, as none were available.


3.A. Election Supervisor hiring (5:42)
Brazon reported that the PNB on June 8 approved the committee's resolution on
appointment of local election supervisors. Rawline will forward a report from
ED Guma on election supervisor hiring. Allen suggested that the chair e-mail
the NES inviting him to submit proposals and questions to the committee.

3.B. Update from Directors (5:47)
Lederer reported that the PNB had voted to meet no later than July 3 to
consider the by-law changes proposed by the committee - polling under way to
determine date and time.

3.C. Committee report to PNB (5:48)
Goodman said no committee report to the PNB was needed as the committee had not
approved any motions requiring PNB action. Birden suggested that the chair
should also present to the PNB an overview of the committee's work, clearly
labeled as the chair's opinion. Goodman agreed. Lederer said the report should
not be a statement of the chair's personal opinions, but rather an outline of
what the committee is working on, and ideally it should be submitted to the
whole EC for comments and clarification several days prior to presentation to
the PNB. No action was taken on this discussion.

3.X. Scheduling of committee meetings (5:52)
Roberts moved to rescind the previous committee decision to hold meetings on
Sunday evenings. The committee agreed to consider the motion at this time.
After much discussion, the committee voted 5-4-1 to move the meetings to
Monday, then voted 5-3-2 to make the regular date the fourth Monday of each
month. Next meeting will be Monday, July 23, 2007.


4.A. Tech workgroup - report postponed

4.B. Elections timeline workgroup
Roberts summarized the workgroup's final proposal, including elections in odd-
numbered years, four-year terms for delegates, a new timeline that puts voting
in August and September, a limited override option allowing the PNB to change
the schedule, and corresponding changes in related by-laws provisions.

Birden announced her intention to abstain from voting on any of the proposed
changes because she did not feel adequately prepared.

The committee voted 9-0-1 to amend Article 3, Section 10 of the by-laws to read
as follows (changes in red):

"The record date for purposes of determining the Members entitled to
receive notice of any meeting, entitled to vote by written ballot or
entitled to exercise any other lawful membership action, shall be at least
thirty (30) days before the date of the special meeting, at least thirty
(30) days before the day on which the first written ballot is distributed,
or made available, to the Members, or at least thirty (30) days before the
taking of any other action, as applicable."

The committee decided, with no objection, to amend Article 4, Section 4, Part A
to read as follows:

"In March of each year in which there will be an election of Delegates by
the Members, or by a date no less than 90 days before nominations are set
to open, whichever is earlier, the Executive Director shall appoint a
national elections supervisor whose role shall be to oversee and certify
the fairness of the Delegates elections in each station area and to
confirm said elections' compliance with these Bylaws. The national
elections supervisor shall also oversee the nominations process, the
preparation of the ballots and the counting of the ballots and shall
prepare a written statement reporting the results of every election for
distribution to the Members or posting on the Foundation's and radio
station's websites. To be eligible for appointment to the position of the
national elections supervisor, said person shall not be an employee of the
Foundation or any Foundation radio station or a Delegate, Officer, or
Director of the Foundation or any LSB, or a radio station staff member,
paid or unpaid. The national elections supervisor should be experienced
with election procedures and supervision and preferably recommended by an
organization experienced in elections procedures and supervision. The
national elections supervisor does not have to be a Member of the
Foundation. Upon the completion of, and certification of the results for,
all of the elections, the national elections supervisor's term shall end."

By a vote of 3 for, 4 against, and 2 abstentions, the committee rejected a
proposal to amend Article 4, Section 4, Part A, to allow the national election
supervisor to extend voting by up to 6 weeks at any station at which the
required quorum of ballots is not received by the original Election Close Date.

By a vote of 6-2-1 the committee voted to amend Article 4, Section 5 to read as
follows (7:26):

"In every odd-numbered year, the schedule for elections shall be as set
forth below, except that where the Pacifica National Board determines, by
a 2/3 vote, that the schedule cannot be followed due to exigent
circumstances, they may implement a different timeline subject to the
constraints detailed herein.

In a Delegate election year, the nominations for vacating seats shall open
on June 1st and remain open for thirty (30) days, closing on July 1st. The
national and local election supervisors shall thereafter prepare the
written ballots for each radio station, listing all of the candidates and
setting forth all other information required by these Bylaws. Ballots
shall be mailed, or otherwise made available, to the Members on August
15th (or the following day if August 15th is a mail holiday). To be
counted a ballot must be received on or before September 30th (the
"Election Close Date").

All ballots shall be held sealed until the Election Close Date. If the
required quorum of ballots for any station is not received by the
Elections Close Date, then the Elections Close Date for that station shall
be extended by up to four additional weeks until closed by the national
election supervisor. The national and local elections supervisors shall
have up to 15 days after the Election Close Date to count the ballots and
to certify the results to the LSBs, the Board, and the Members, which
results must be reported by October 15th or, if the Election Close Date
was extended, by November 5th, and shall be posted on the Foundation's and
the radio stations' websites. If no quorum of ballots is obtained by the
extended date, then those Delegates whose terms would have expired upon
the election of new Delegates shall remain in office until the next
regularly scheduled Delegate election.

If in an even-numbered year, the Pacifica National Board determines by a
2/3 vote, that the schedule above cannot be executed due to exigent
circumstances, they may by November 30th adopt a schedule subject to the
constraints herein:
1) Avoids where possible conflicts between major fund drives and the
period between the close of nominations and the election close date
2) Includes a period of not less than 30 days for nomination of
3) Allows no less than 35 days after the mailing of ballots, on or before
which completed ballots must be received to be counted ("Election Close
4) Provides that all other intervals within the timeline remain as stated
in the preceding paragraph, and
5) Allows for seating in December as provided for in Article 7, Section 6

Without objection, the committee voted (7:28) to amend the last sentence of
Article 4, Section 9 of the by-laws (REMOVAL OF DELEGATES) to read as follows:
A Delegate removed pursuant to this Section 9(D) or 9(E) shall not be
eligible for reelection as a Delegate for a period of four (4) years.

Without objection, the committee voted (7:48) to amend the last sentence of
Article 7, Section 2 of the by-laws (COMPOSITION OF THE LOCAL STATION BOARDS)
to read as follows:
The term of office of an associate station representative shall be four
years, with a term limit consistent with Article 4, Section 8.

The committee then took up options to be proposed as alternative amendments to
Article 4, Section 8 (DELEGATES: TERMS OF OFFICE; TERM LIMITS). Lederer agreed
to ask the corporate counsel whether it is necessary to change the phrase "two
year" to "two years and a day" in Options A and B below. Van Aken added Option
C. The committee then voted without objection (8:02) to submit the following
the three options as alternatives for this section:

Delegates shall be elected for a term of four years. A Delegate may serve
a maximum of two consecutive terms. A delegate who serves two consecutive
terms or who leaves before completing a term shall not be eligible for
further service as a Delegate until at least 2 years have passed after
their leaving office. In the case of a delegate seated to complete a term
vacated by a departed delegate, service of two years or more shall be
considered a term; service of less than two years shall not be considered
a term.

Delegates shall be elected for a term of four years. A Delegate shall not
be eligible for further service as a Delegate until at least 2 years have
passed after their leaving office. In the case of a delegate seated to
complete a term vacated by a departed delegate, service of two years or
more shall be considered a term; service of less than two years shall not
be considered a term.

Delegates shall be elected for a term of four years.

Lederer proposed to delete the current Article 4, Section 7 (now "2003
TRANSITION ELECTION") and replace it with a section to be entitled simply
"TRANSITION ELECTION." After several clarifications by Goodman, the committee
voted without objection (8:19) to propose the following as the new text for
this section:

If bylaws amendments establishing four-year terms are approved by the
membership in 2007, they will take effect immediately. In that event, any
Delegates and Associate Station Representatives seated in 2008 shall be
granted four-year terms, and any Delegates and Associate Station
Representatives serving three-year terms in 2007 shall serve their
original terms, subject to the term limits, if any, approved by the
membership in 2007. This section shall not be interpreted to prohibit any
Associate Stations from selecting shorter terms or imposing more
restrictive term limits on their Associate Station Representatives, but it
shall be interpreted to prohibit any Associate Station from selecting
terms longer than four years for their representative to a Pacifica Local
Station Board. Consecutive term limitations applicable to Delegates shall
also apply to Associate Station Representatives, except to the extent, if
any, that more restrictive limitations have been adopted by the appointing

Lederer proposed and the committee adopted without objection (8:25) the
following resolution to be submitted to the PNB:

The PNB Elections Committee recommends that the PNB set a notice date
allowing a potential membership vote on the following language for bylaws
amendments concerning delegate terms and election timelines, subject to
any changes recommended by the Foundation Counsel that are consistent with
the intent of the Committee.

Lederer agreed that he, Brazon, and Rawline would submit the proposed
amendments to Pacifica's foundation counsel for review.

At approximately 8:30 the committee voted to adjourn.

Henry Norr, Secretary Pro-Tem
(These minutes were approved on 9/24/07)