WPFW’s Winter membership campaign starts Monday, February 2nd, 2015.

Below are the Pacifica Bylaws that define the contribution required for membership and the rights of the members to elect the Delegates (i.e., Local Station Board members).

Article Three, Members of the Foundation, Section 1: Members Defined

There shall be two classes of members: (A) “Listener-Sponsor Members” and (B) “Staff Members”, who shall collectively be referred to as “Members.”

A. LISTENER-SPONSOR MEMBERS

“Listener-Sponsor Members” shall be any natural persons who within the preceding 12-month period: (1) have contributed a minimum of $25 to any Foundation radio station, or such minimum amount as the Board of Directors may from time to time decide; or (2) have volunteered a minimum of three (3) hours of service to any Foundation radio station. Said contribution shall be considered non-refundable. Said volunteer work shall be performed under the supervision of the Foundation radio station management, and shall include volunteer work on committees of the Local Station Board. Where a contribution is made jointly by two individuals and the contribution is in an amount equal to or more than the annual membership contribution required for two memberships (as set by the Board from time to time), then each of the joint donors shall be considered an individual and separate Listener-Sponsor Member. (For example, if John and Mary Smith jointly contribute $50.00 or more, then John Smith and Mary Smith will each be Members and will each have individual and separate Membership rights. However, if John and Mary Smith jointly contribute $40.00, then they shall jointly share one membership.)

B. STAFF MEMBERS

“Staff Members” shall be: (1) any non-management full-time or part-time paid employee of a Foundation radio station; or (2) any member of a Foundation radio station “Unpaid Staff Organization” or “Unpaid Staff Collective Bargaining Unit” which has been recognized by station management, or, if the station has neither such organization or bargaining unit, then any volunteer or unpaid staff member of a Foundation radio station who has worked for said radio station at least 30 hours in the preceding 3 months, exclusive of fundraising marathon telephone room volunteer time. Said volunteer work shall be performed under the supervision of the Foundation radio station management and shall not include volunteer work on committees of a Local Station Board. Radio station management employees and Foundation staff employees who are not employed at a Foundation radio station shall not qualify as Staff Members, however, such employees may qualify as Listener-Sponsor Members by contributing the requisite minimum dollar amount as set forth in Section 1(A) of this Article of these Bylaws.

Article Three, Members of the Foundation, Section 5: Rights

All Members shall have all rights granted to them by law or by these Bylaws, including without limit the right to vote, on the terms and in the manner set forth in these Bylaws, on the election and removal of Delegates; on the sale, exchange, transfer or disposition of all or substantially all of the Foundation’s assets; on the sale, exchange, transfer or disposition of any of the Foundation’s broadcast licenses; on any merger, its principal terms and any amendment of its principal terms; on any election to dissolve the Foundation; on any amendment to these Bylaws for which Member approval is required or permitted as set forth in Section 1(B) of Article 17 of these Bylaws; and on any amendment to the Articles of Incorporation.

Article Four, Delegates, Section 3: Election of Delegates

All elections for Delegates shall be by written ballot, provided, however, that the elections supervisor shall also have the option of providing a secure electronic means of voting via the internet. Members shall only have the right to vote for Delegates for the Foundation radio station with which the Member is affiliated. Members shall vote in classes: Listener-Sponsor Members shall elect 18 Delegates for each radio station and Staff Members shall elect 6 Delegates for each radio station, for a total of twenty-four (24) Delegates for each Foundation radio station. Elections of Delegates shall be staggered over a 3-year period with elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the first year, elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the second year and no elections in the third year. The ballots shall be counted by the Single Transferable Voting method. All ballots related to the election, and the removal, of any and all Delegates shall be filed with the Foundation Secretary and maintained with the corporate records for a period of three (3) years.

WPFW Local Station Board has the responsibility for oversite of the station.

It is the LEGAL responsibility of the LSB to oversee the following, as per the Pacifica Bylaws:

ARTICLE SEVEN – LOCAL STATION BOARDS
SECTION 3. SPECIFIC POWERS & DUTIES
Each LSB, acting as a standing committee of the Foundation’s Board of Directors, shall have the following powers, duties and responsibilities related to its specific radio station, under the direction and supervision of the Foundation’s Board of Directors:

A. To review and approve that station’s budget and make quarterly reports to the Foundation’s Board of Directors regarding the station’s budget, actual income and expenditures.

B. To screen and select a pool of candidates for the position of General Manager of its respective radio station, from which pool of approved candidates the Executive Director shall hire the station’s General Manager. The LSB may appoint a special sub-committee for this purpose.

C. To prepare an annual written evaluation of the station’s General Manager.

D. Both the Executive Director and/or an LSB may initiate the process to fire a station General Manager. However, to effectuate it, both the Executive Director and the LSB must agree to fire said General Manager. If the Executive Director and the LSB cannot agree, the decision to terminate or retain said General Manager shall be made by the Board of Directors.

E. To screen and select a pool of candidates for the position of station Program Director, from which pool of approved candidates the station’s General Manager shall hire the station’s Program Director. The LSB may appoint a special sub-committee for this purpose.

F. To prepare an annual written evaluation of the station’s Program Director.

G. To work with station management to ensure that station programming fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station, and that station policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming.

H. To conduct “Town Hall” style meetings at least twice a year, devoted to hearing listeners views, needs and concerns.

I. To assist in station fundraising activities.

J. To actively reach out to underrepresented communities to help the station serve a diversity of all races, creeds, colors and nations, classes, genders and sexual orientations, and ages and to help build collaborative relations with organizations working for similar purposes.

K. To perform community needs assessments, or see to it that separate “Community Advisory Committees” are formed to do so.

L. To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace.

M. To exercise all of its powers and duties with care, loyalty, diligence and sound business judgment consistent with the manner in which those terms are generally defined under applicable California law.

SECTION 4. OTHER LOCAL STATION BOARD POWERS AND AUTHORITY

By resolution, the Foundation’s Board of Directors may delegate any other corporate powers it deems appropriate to an LSB with regard to that specific radio station. Any such power delegated to an LSB is subject to revocation at any time by the Board of Directors.

Any and all actions, resolutions and policies taken or adopted by an LSB may be overridden by a majority vote of the Directors if said action, resolution or policy is found by the Board of Directors to be adverse to the mission and/or charitable or business purposes of the Foundation, to exceed the power or authority granted to said LSB or to be inconsistent with these Bylaws, the Articles or applicable laws and regulations.

Pacifica: putting the pieces back together
Posted on September 13, 2014 by Save KPFA

Last month, we reported on the dire state of the books at Pacifica, the nonprofit that owns KPFA. Pacifica’s new CFO Raul Salvador and board chair Margy Wilkinson (a member of SaveKPFA) found an operation in disarray, after being locked out of the network’s National Office next door to KPFA for two months by ousted executive Summer Reese. Bookkeeping entries had not been made for nine months, and there were unpaid bills lying in large, unorganized stacks, some of which were slated to be shredded until Wilkinson intervened.

After weeks spent reconstructing financial data, Pacifica’s new staff have now issued the most complete network financial statements since Pacifica’s 2012 audit.

Stiffing pension to pay consultants

There was massive overspending at the National Office, which, according to a report from Pacifica National Finance Committee chair Brian Edwards-Tiekert “produced the largest loss the Pacifica National Office has posted since the height of Pacifica’s civil war in 2001.”

Adding injury to injury: while last year’s leadership was running up large bills with temp agencies, consultants, and law firms, they were skipping payments to the pension fund for Pacifica workers, and holding on to payroll taxes that were supposed to go to the IRS.

The good news: the overspending and deficits appear to have leveled out. So far this year, the network is basically breaking even, and there are more savings on the horizon. If Pacifica is able to restore its eligibility for Corporation for Public Broadcasting funding, it should run a healthy surplus. (CPB funding was suspended in 2013 over compliance issues, cutting the network’s revenues by over $1 million per year). | READ financial report, Excel financial spreadsheets (balance sheets, income statements, consolidated monthly sheet)

Crisis management

The biggest challenge facing Pacifica’s new leadership are the angry creditors they have inherited from the Reese era — several of which have initiated lawsuits.

But there is progress on this front as well: new interim executive director Margy Wilkinson negotiated a 21-month interest-free payment plan with an attorney who had been suing Pacifica over unpaid bills. And in early September, the Pacifica National Board voted to approve a 0% interest loan of $156,000 to cover an unpaid tax bill it inherited and head off further penalties. The loan comes from Aris Anagnos, co-founder of the Los Angeles Peace Center and the Humanitarian Law Project, as well as a long-time supporter of Pacifica’s KPFK in Los Angeles. (You can learn more about Anagnos by listening to this interview with him on KPFK). Anagnos had asked that the discussion of the loan and his name both be made public — to inspire other major supporters to join him in helping Pacifica through its current difficulties.

Now that Pacifica’s financial records are getting cleaned up, Wilkinson reports that it’s getting easier to push back on some claims by creditors. Recently, she talked down a vendor threatening to sue over money Pacifica had already paid.

Still unresolved is the money owed to Pacifica’s pension fund, and lawsuits over unpaid bills, including one from a temp agency Pacifica used heavily last year, and another from Free Speech Radio News, which was forced off the air in mid-2013 after Pacifica stopped making payments for its daily newscast.

A special meeting of the WPFW Local Station Board (LSB) Relocation Committee (an ad hoc special committee) has been scheduled for Tuesday August 12, 2014 at 7 pm. This meeting is happening one day before the regularly scheduled LSB meeting and it is also open to the public. It will be held at the Howard University School of Architecture, 2366 Sixth Street, NW, Washington, DC 20059.
(See WHAT’S HAPPENING section.)

The purpose of this meeting is to respond to concerns and questions that have been raised about the proposed station move to 1990 K Street, NW Washington; and to allow for constructive dialogue about related short-term and long-term location action plan(s).

Station volunteers, programmers, staff and listener-members are all encouraged to attend.