Public Comment

The current Bylaws were drafted by a group headed by Carol Spooner after the 1999 crisis. At the time it was felt that all-elected Boards were the preferred governance structure.

However, it became evident that the way the current Bylaws implemented the elections resulted in dysfunctional Boards. National Board Directors are elected by the Local Board, which is akin to our Electoral College, and the National Board Officers are elected by the majority on the National Board, so they are twice removed from the members.

Here are some of the problems resulting from the chronic dysfunction of Pacifica’s National Board.

1. Pacifica has failed every audit since 2015.

2. Pacifica was just kicked out of the Corporation for Public Broadcasting (CPB). Before that, Pacifica’s Board had forfeited nearly $7 million dollars in CPB grants since 2013.

3. Pacifica has no money to pay a $3.2 million loan payment due April 2021.

4. Pacifica has no financial reserves and is close to financial collapse.

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Disinterested but knowledgeable third parties have been saying for years that Pacifica needs to change its Bylaws. 

Previous Pacifica’s auditors, Regalia and Associate, said in in 2018: 

“It appears Pacifica is unable to map out an effective and safe strategy due to the disjointed nature of its various governance Boards which appear to be working at cross purposes… As auditors, we strongly recommend an end to the infighting and unproductive arguments which we have witnessed by listening to and reading Board minutes. The organization’s ability to continue as a going concern is directly related to its ability to follow a rational plan and financially sensible strategy.” 

Current Pacifica’s auditors, Rogers & Company, said in 2019: 

“As has been communicated by the predecessor independent auditors, we also agree it would be beneficial for the Foundation to review its Bylaws and consider any revisions to simplify them and encourage more productive meetings….” 

“…it appears that the Foundation and its several stations would benefit from changes designed to achieve a more productive governance process. We believe that all divisions should restructure their Boards with fewer members, which would hopefully reduce the number of disparate voices and result in more effective governance. Bylaws should be re-written to be more effective, restrict voting participation, and restrict impediments to efficient Board actions and procedures. The current process lends itself to protracted and unproductive discourse between participants....” 

Current Pacifica CPA said in 2019: 

“Going back to the governance issue. I think part of that concern, and this goes back, this recommendation goes back to probably 2012, with CPB’s recommendations. They been uncomfortable with the structure, and would like to see something little more conventional, and where divisions can be made just in more business like fashion.” 

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A group of people, in early 2020, put a referendum for a new Bylaws which was soundly defeated. 

The drafters of the new Bylaws focused on getting people with experience and expertise on the Board, and many voters felt that it impinged too much on the listener democracy. 

However, the need to change the Bylaws remain, so another group, with some members from the first effort, drafted a new set of Bylaws, learning from the short comings of the first effort, and incorporating many of the advice of the disinterested but knowledgeable third parties. 

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Following is a key summary of the New Day Pacifica Bylaws. 

1. The National Board size is reduced from 24 to 15. 

2. 8 Directors represent each of the stakeholders (the listeners of 5 stations, the paid staff, the volunteer staff, and the affiliates). 

3. 4 Board Officers are directly elected by the full membership, instead being elected by the Board, for increased democracy and accountability. 

4. 3 Directors are selected by the 12 elected Directors, to bring to the Board experience, expertise, and diversity that Board members might lack, but the Board needs. 

5. To remove the over lapping governance structure that have led to grid lock, governance power is removed from the Local Station Board, which now does the work of the CPB mandated Community Advisory Board. 

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Carol Spooner, co-author of the current Bylaws, supports the New Day Pacifica Bylaws: 

“The New Day Pacifica Bylaws will correct excesses of the present bylaws by reducing the size of the board, getting the Local Station Boards out of station management, and having direct elections of National Board Members, rather than our present, baroque two stage voting process.” 

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Pacifica members can learn more about the New Day Pacifica Bylaws at: https://www.newdaypacifica.org 

If you agree that Pacifica needs new Bylaws, please sign the petition at the site.