By Carol Spooner

Pacifica's original 1946 Articles of Incorporation and bylaws provided for

"Executive Members" who elected a "Committee of (5) Directors." This was back in the days when there was only one station, KPFA in Berkeley. The

Executive Membership was a self-selecting body of people "with an interest in the station and its purposes." The Executive Members ranged in number from around 16 to 39 at various times before they were eliminated by a bylaws change in 1961.

In 1961 the Local Station Boards were established. Pacifica had expanded from one station to 3 - adding KPFK in Los Angeles (1959) and WBAI in New York

(1960). It became the practice at that time for an unspecified number from the local boards to sit on a national Board of Directors. However, this practice was not codified in the bylaws, which had been amended in 1961 to provide for a self-selecting Board of Directors.

Then, in 1984, the bylaws were again amended to provide for election of directors by the local station boards, in accordance with the (actual) practice since 1961. That change effectively created "members" again under California law, which specifies that anyone with the right to elect directors is a "member."

By that time there were 5 stations -- KPFT added in 1970 (Houston) and WPFW in 1977 (Washington). The bylaws also were amended at that time to permit for election of "at large" directors by the board of directors. The bylaws did not specify the number of directors to be elected by each station board or the number of "at large" directors -- and the Articles of Incorporation limiting the number of directors to 5 have never been amended.

The 1984 bylaws did not specify how the station boards were to be selected. This omission caused many problems in ensuing years, as the national board or the station managers "dissolved" or "froze" the station boards when they didn't like their actions. The managers would then claim the right to approve the station board members, although there was no such authority granted to them in the bylaws.

Finally, in 1997, the national board amended the bylaws purporting to eliminate the right of the local boards (now called "local advisory boards") to elect directors, and in 1999, amended the bylaws again purporting to eliminate the right of the local boards even to nominate directors. Neither of these bylaws amendments were approved by the local boards and were, therefore, illegal under California law which requires a vote of approval of the "members" prior to any bylaws amendments materially and adversely affecting their voting rights.

The listener's lawsuit requests the court to do several things, among them :

(1) Remove the board majority directors for breach of trust and gross abuse of their authority.

(3) Declare void the 1997 and 1999 bylaws amendments as not having been approved by the members,

(4) Require bylaws amendments specifying the qualifications and rights of the local station board members, including how they are to be elected, their terms, how many directors each station board is entitled to elect, etc,

(5) Require bylaws amendments granting listener-sponsors voting rights and legal "membership" status.

We are asking the court not to re-write the bylaws, but to set a post-judgment timeline for the foundation to get this done. The basis for this is that the old bylaws don't specify who elects the local boards, and are deficient due to vagueness, and that the listener-sponsors are the logical body to elect them, as we are the "intended beneficiaries" of the Pacifica trust.

I don't know a perfect system for defining who votes for the local boards. But I think the KPFA "unofficial" definition of eligible listener-sponsors is pretty good- namely, a minimum contribution of $25 per year or 3 hours of volunteer time per year. If we do not have a defined the group with voting rights, then who will choose the local board members and whose interests will be represented? That has always been a problem for Pacifica, and it needs to be solved in this settlement. If the defined voting group is not listener-sponsors, then the process becomes circular and open to manipulation by management.

The current KPFA rules also require racial and gender balance among the members of the local board. There are 14 listener-elected local board members, and 8 staff-elected local board members. I believe that this sizeable representation by the station staff is important to improve communications between listeners and staff, and to make sure that staff/management problems are carefully addressed. I've never known a board that willingly took its workers' view into consideration. Boards tend to be dominated by the management, which they choose. I don't think that is the right way for Pacifica to organize its board or to treat its workers. The management-heavy board model has also permitted many of the problems we've seen over the years. Problems such as the shift from vibrant, risky, stimulating "free speech radio" to strip programming, over-produced, watered-down "niche music" and lite chat for the most part.

Finally, I believe that the local boards should be designated as "subcommittees" of the national board of directors, and should elect some of their members to serve concurrently on the national board. The local boards, then, should have the board of directors' power of oversight over the local stations delegated to them under the bylaws, and should hire/fire the station managers and govern local station policies, with the national board coordinating among stations, and overseeing national programming and the Pacifica Archives. With this kind of system a proper balance could be struck for local control over our five local community radio stations while maintaining a national network with national programming and a program service for the 50-or-so Pacifica Affiliate stations around the country.