Pacifica Articles Of Incorporation Amendment Proposal

Pacifica Articles Of Incorporation Amendment Proposal

Timeline

Notice Date: 5/3/21 (notice of proposed amendment on Pacifica website, beginning of Notice Period, beginning of Fair Elections)

On-air announcements: 5/3/21 – 7/1/21 (notification about the existence of the proposed amendment and website posting)

Notice Period ends: 7/1/21

PNB & LSBs vote: 7/1/21 – 7/31/21

Ballots mailed to Membership* – 8/15/21 (*if proposed amendment is approved by both the PNB and 3 of the 5 LSB’s)

Last day members vote – 10/15/21 11:59 PM EST

Notice to Pacifica National Board and PNB Secretaries, Polina Visalia and Marianne Edain, PNB Chairperson, Alex Steinberg, NES Rene A. Penaloza and IED Lydia Brazon. Official Notice of Articles Of Incorporation Amendment

Lawrence Reyes, KPFK Listener’s Director

Proposed Amendment to Articles of Incorporation Providing That the Pacifica Foundation be “democratically self-governed by its members”

Director’s Signing on to the Propose Amendment To Pacifica’s Articles of Incorporation.

Alex Steinberg, PNB Director WBAI PNB Chair

Lawrence Reyes, Director KPFK

James Sagurton, Director WBAI

Ralph Poynter, Director WBAI

Beth Von Gunten, Director KPFK

Dwayne Lark, Director KPFT

Heather Gray, Pacifica Director Affiliate’s

Thomas O’Rourke, Director WPFW

Ronald Pinchback, Director WPFW

Vanessa-Dixon-Briggs, Director WPFW

Julie Hewlett, Director WPFW

Tom Voorhees, Director KPFA

PROPOSED AMENDMENT TO PACIFICA’S ARTICLES OF INCORPORATION

PROVIDING THAT THE PACIFICA FOUNDATION BE

“DEMOCRATICALLY SELF-GOVERNED BY ITS MEMBERS”

Article 17, B (5) of the Pacifica Foundation’s Bylaws states:

“(5) Notwithstanding any of the provisions of this Section 1(B), these bylaws may not be amended or repealed if said amendment or repeal would: (i) violate any state or federal statute or regulation; (ii) conflict with the Foundation’s Articles of Incorporation; or (iii) create conflicting provisions in these bylaws.” (Emphasis added.)

What is urgently needed (indeed long overdue) then, is adding language to Pacifica’s Articles of Incorporation making crystal clear that Pacifica is to be “democratically self-governed by its members” (content removed).

I propose that the Pacifica Foundation’s Articles of Incorporation be amended as follows. The sections with proposed amended language are reprinted in their entirety with proposed amended language underscored and bolded). Sections of the Articles with no changes, and footnotes to the current Articles, are omitted:

II.

That the purposes of this corporation shall be:

(a) To establish a Foundation organized and operated exclusively for educational purposes that is democratically self-governed by its members no part of the net earnings of which inures to the benefit of any member of the Foundation.

(b) To establish and operate for educational purposes, in such manner that the facilities involved shall be as nearly self-sustaining as possible, one or more radio broadcasting stations licensed by the Federal Communications Commission and subject in their operation to the regulatory actions of the Commission under the Communications Act of 1934, As Amended.

(c) In radio broadcasting operations to encourage and provide outlets for the creative skills and energies of the community; to conduct classes and workshops in the writing and producing of drama; to establish awards and scholarships for creative writing; to offer performance facilities to amateur instrumentalists, choral groups, orchestral groups and music students; and to promote and aid other creative activities which will serve the cultural welfare of the community.

(d) In radio broadcasting operations to engage in any activity that shall contribute to a

lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and through any and all means compatible with the purposes of this corporation to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.

(e) In radio broadcasting operations to promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community.

VI

That the number of directors of this corporation, to be known as the Committee of Directors, shall be five (5), and that the names and addresses of the persons who are to act in the capacity of such directors until the selection of their successors, are as follows

Lewis Hill, 748 Shrader Street, San Francisco 17, California.

H. Don Kirschner, 2?23 Haste Street, Berkeley, California.

Homer Sisson, 2617 Pine Street, San Francisco California.

William Triest, 1850 Vallejo Street, san Francisco, California.

John Waldron, Pedro Valley, Shelter Cove, Box 2, San Mateo County, California.

That special authority is hereby delegated to the members of this corporation to change

the number of directors thereof at any time by the adoption of a By-law to that effect

consistent with the democratic self-governance of the Foundation by its members prescribed by Article II(a) (as amended). One scenario: A proposed By-law amendment is inconsistent with “the democratic self-governance of the Foundation by its members” and therefore prohibited if it would change the number or identity of directors by shortening or abolishing the tenures of any or all of the current directors in favor of other directors who do not have to compete in elections against rival director candidates prior to becoming directors.

VII.

That the authorized number and qualifications of its members, the different classes of membership, if any, and the property, voting and other rights and privileges of each class of membership shall be set forth in the By-laws of the corporation, and no member of this corporation shall ever be liable to said corporation for any dues or assessment beyond the membership fee provided for at the time of his admission to membership in said corporation.

That the By-laws of the corporation shall be consistent with the democratic self-governance of the Foundation by its members prescribed by Article II(a) (as amended).

END OF PROPOSED AMENDMENT

TO PACIFICA’S ARTICLES OF INCORPORATION