Minutes-PNB Governance Committee-Aug 6

Present: Agamir, Brazon, Dixon-Briggs, Lederer, Logan, Norman, Reiter, Reyes,
Rosenberg, Wenger
Quorum Attained at 8:45 ET
Agenda:
Roll Call
Approval of Minutes:
Minutes of July 17 and June 26 approved without objection.
Changes to Agenda:
The agenda was amended to include
Motion on Bylaws Time Line-Brazon

The Pacifica National Board Governance Committee recommends that the following
timeline be voted on at its August 8, 2013 meeting and no later than at it's
August 22, 2013 meeting.

Proposed Timeline:

All properly proposed Bylaw amendments shall be held until OCTOBER 2, 2013
which is 45 days before the earliest of the voting dates, NOVEMBER 16,2013 of
the Board and of the Delegates.

On the Notice date, OCTOBER 2, 2013, the proposed amendment(s) to the Bylaws
shall be posted on the Foundation's website and the Foundation's radio stations
shall broadcast an announcement three times a day - twice between 6:00 AM and
11:00 PM and once between 11:00 PM and 6:00 AM for a period of 45 days (the
"Notice Period") regarding the existence of the proposed amendment(s) on the
Foundation's website for review and the upcoming vote by the Board and
Delegates regarding said amendment(s). The results of said voting by the Board
and the Delegates on the proposed amendment(s) shall be reported within 15 days
of the Board and Delegates meetings to vote on these amendments.

(2) In order for new Bylaws to be adopted, or these Bylaws amended or repealed
and subject to Section 1(B)(3) below:

(i)except as provided in Section 1(B)(3) below, the proposed amendment(s) must
be approved by the majority of all Directors on the Board and by the majority
vote of all the Delegates of at least three of the Foundation radio stations..
The Delegates shall vote on the proposed amendment(s) within the 60 day period
beginning with the voting date of the PNB.; or

(ii)in the case of amendment(s) proposed by Member petition pursuant to Section
1(A)(3) above, said proposed amendment(s) must first be presented to the Board
and the Delegates for approval as set forth in Section 1(B)(2)(i) above. If any
proposed amendment is approved by the Board and the Delegates, then, unless
membership approval is required under Section 1(B)(3) below, the amendment
shall be adopted. If any proposed amendment is not approved by the Board and
Delegates, then it shall be submitted to the Members for approval and shall be
adopted if approved by the Members as set forth in Section 1(B)(4) below.
Voting shall be completed by December 31 of the year in which the amendments
are proposed.


Motion on Elections Timeline-Brazon
Request that the PNB meet to approve and announce the 2 month postponement in
open session immediately.

[From: http://kewg.org/bylaws/art4sec5.html, with new dates]

Article Four, Delegates, Section 5: Election Time Frame

In a Delegate election year, the nominations period for seats being vacated
shall open on June 1 September 1] and remain open for thirty (30) days, closing
on June 30 September 30]. 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 15 [November 15] (or the following day if August 15 [November 15] is a
mail holiday). To be counted a ballot must be received on or before September
30 [December 30] (the "Election Close Date").
All ballots shall be held sealed until the Election Close Date. If the required
quorum of ballots is not received by the Elections Close Date, then the
Elections Close Date 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 15 January 15, 2014] or, if the
Election Close Date was extended, by 15 days after the extended Election Close
Date, 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.


[From: http://kewg.org/bylaws/art4sec5.html, with new dates]

Article Four, Delegates, Section 5: Election Time Frame

In a Delegate election year, the nominations period for seats being vacated
shall open on June 1 {September 1] and remain open for thirty (30) days,
closing on June 30 {September 30]. 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 15 [November 15] (or the following day if August 15 [November 15] is a
mail holiday). To be counted a ballot must be received on or before September
30 [December 30] (the "Election Close Date").
All ballots shall be held sealed until the Election Close Date. If the required
quorum of ballots is not received by the Elections Close Date, then the
Elections Close Date 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 15 {January 15, 2014] or, if the
Election Close Date was extended, by 15 days after the extended Election Close
Date, 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.

Consideration of concerns about iED.- Dixon-Briggs

Motion to make staff salaries available to LSBs-Wenger

Consideration of article iV-Section 2 of bylaws-Reyes

Wenger moved to place his motion ahead of the election timelines motion Passed
4-3 2 abstentions

Actions taken:

Bylaws timeline-Brazon Passed without objection

Wenger motion-The salaries of all Pacifica employees and all payments to
consultants shall be disclosed to each LSB prior to the beginning of the budget
process. The GM and/or the Treasurer of each LSB shall forward this information
prior to May 1st.

Approved 6-2 1 abstention

Elections Timeline-Brazon Passed without objection

Dixon -Briggs The Governance Committee wishes to inform the PNB that the motion
it passed directing the IED to set up Program Councils at each station has not
been acted on. Approved 9-1

Motion to extend time for 10 minutes at 10:35pm-Dixon-Briggs Passed without
objection

Consideration of article iV-Section 2 of bylaws-Reyes postponed till next
meeting.

Meeting Adjourned:10:45 PM

Submitted by George Reiter