Pacifica Foundation By-laws, 1955

Pacifica began operation of its first and flagship station, KPFA in Berkeley, Calif., on April 15, 1949. These are early bylaws of the nonprofit organization. See also Pacifica’s bylaws as of 1999.

Article I
Identity

Section 1. The name of this corporation shall be PACIFICA FOUNDATION.

Section 2. The principal place of business of this corporation shall be located in the County of Alameda, State of California.

Article II
Membership

Section 1. There shall be one class of membership in this corporation: Executive Membership.

Section 2. EXECUTIVE MEMBERSHIPS

(a) Any person who displays either of the following qualifications is eligible for Executive Membership in this corporation:

i. Continuous active participation in the Foundation or in any one or more of its activities;

ii. Keen interest over a substantial period of time in the purposes and activities of the Foundation and an ability to aid in its development.

(b) Nominations for Executive Membership may be made in writing by any Executive Member, addressed to the Nominating Committee hereinafter referred to. The Nominating Committee shall investigate the proposed member and submit a written report concerning the qualifications and capabilities of the nominee, including in said report its recommendation as to the admittance of said nominee as an Executive Member of this society, and mailing said report to the Executive Membership with notice of the next subsequent Membership meeting. Upon the approval of such nominations by two-thirds vote of any Executive Membership meeting duly called and held, provided that all voting shall be by secret ballot and the right of mail ballot hereinafter described shall apply and that a period of three weeks after the presentation of the nomination shall be permitted for the counting of mail ballots if the count of such ballots is necessary to a decision, and provided further that the right of waiver of notice of meeting hereinafter described shall not apply, the said nominee shall become an Executive Member of this society.

(c) Terms of Executive Members shall be for three years. New members shall take office immediately upon election for a term which ends at the annual meeting three years next beyond the regular meeting nearest the date of election. However, at the regular meeting next after the adoption of this by-law, the membership shall be divided by let into three groups. The first group shall serve for one year, the second group for two years, and the third group for three years. Executive Members shall be eligible for re-election.

Section 3. GENERAL PROVISIONS CONCERNING MEMBERSHIPS

(a) Any member may terminate his membership in this society by written resignation filed with the Secretary of the Foundation.

(b) The regular procedure for dismissal of Executive Members of this corporation shall be as follows. The membership of any Executive Member who fails to attend three successive meetings, duly noticed, shall be automatically terminated, unless in one or more of the said meetings his absence was excused by majority vote of the members present. The Executive Members of this society shall have the right, at all times, to dismiss any Executive Member of this Foundation by a two-thirds vote of an Executive Membership meeting, provided that the said meeting shall be a Special Meeting called for the purpose of considering a motion for dismissal, and provided further that said Member shall have the opportunity to appear in his own defense at such meeting prior to the taking of said vote, and provided further that the right of mail ballot hereinafter described shall not apply, and provided further that notice of the motion for dismissal has been included in the formal notice of the time and place of said meeting of the Executive Members. Action for dismissal shall require a Special Meeting. Right of waiver of notice as hereinafter provided shall not apply for a meeting called to consider the dismissal of an Executive Member.

(c) No membership in this society is transferable by assignment, inheritance, or by execution, bankruptcy, or other process of law.

(d) Membership in this society shall cease and terminate upon the death of the member, or upon his withdrawal or dismissal as in these By-laws provided, and upon the termination of such membership, neither the heirs or personal representatives of the deceased member, nor the withdrawing or dismissed member, shall have any claim whatsoever upon any of the property or assets of the corporation, or any claim or right whatsoever against the said society arising out of said membership. No Executive Member shall, either while a member or upon the termination of his membership, for any reason whatsoever, be entitled to the return of any moneys theretofore paid or advanced by him to this corporation as a contribution to any of its funds.

(e) The number of Executive Members shall be governed wholly by the will of the Executive Membership. It shall be the policy of the corporation to have employees represented in the Executive Membership at all times.

The Executive Membership shall elect such employee or employees in order to carry out this policy. However, of the total number of Executive Members at any time, no more than one-third shall be employees of or contractors with Pacifica Foundation in any one or more of its activities or in any corporation in which Pacifica Foundation owns more than 10% of the outstanding common stock. The following definitions shall prevail for the purposes of these by-laws:

i. Employee shall be defined as a person who receives a regular periodic salary, wage or stipend from the employers specified above.

ii. Contractor shall be defined as a. person who for a monetary consideration is performing personal services for the Foundation in any of its activities under a written agreement which extends for a period of one year or more.

(f) No fee or other financial obligation shall be attached to admission to membership in this corporation.

Article III
Membership Control

Section 1. The ultimate control of this corporation shall be vested in the Executive Members, who shall exercise such control in regular and special Executive Membership meetings.

Section 2. Regular meetings of the Executive Membership shall be held semi annually in the months of April and October, at a time and place to be designated by the said Executive Membership or by the Committee of Directors, and the Executive Membership meeting held in the month of October of each year shall be designated the annual meeting.

Section 3. Special meetings of the Executive Membership may be called at any time by resolution of the Committee of Directors, or by a call of the chairman or ten percent of the Executive Members of the society.

Section 4. Written notice of every regular and special meeting of the Executive Membership, stating the time and place of said meeting, and in the case of special meetings, the objects thereof, shall be mailed or delivered to each Executive Member at least two weeks in advance of said meeting, unless a special waiver of such notice, in writing, is on file with the Secretary.

Section 5. Each Executive Member shall, have one and only one vote and may not be represented by proxy, except, however, that at any meeting of the Executive Members the written vote of an absent Executive Member signed by him shall be received and counted, providing that he shall have been previously notified, in writing, of the exact motion, resolution or nomination upon which such vote is to be taken and a copy of the motion, resolution or nomination shall have been forwarded with, and shall have been attached by him to the written vote.

Section 6. A quorum at any meeting of the Executive Membership shall consist of a majority of the total number of Executive Members of this Foundation.

Section 7. Robert’s Rules of Order (Revised) shall govern the conduct of all meetings of the Executive Membership of this corporation.

Article IV
Committee of Directors

Section 1. Except as hereinafter provided, the powers of this corporation shall be exercised, its property controlled, and its affairs conducted by a Committee of Directors which shall consist of eleven Executive Members of this corporation. No more than two employees of or contractors with Pacifica Foundation, in addition to the President, shall serve on the Committee of Directors. In case the Chairman of Pacifica Foundation is an employee of KPFA, the station manager shall attend meetings of the Committee of Directors without vote.

Section 2. Directors shall be elected by the Executive Members at the annual meeting of the Executive Membership, for a term of two years, providing, however, that at the first annual meeting of the Executive Membership following adoption of this By-law, three directors shall be elected for a one-year term, and four directors shall be elected for the two-year term.

Section 3. The term of office of a Director shall begin immediately upon his election and continue until his successor is elected and qualified, subject, however, to the requirement for regular attendance on regular meetings of the Committee of Directors, as hereinafter provided.

Section 4. Meetings of the Committee of Directors shall be held not less frequently than once each month, at such times and places as it may from time to time determine. Special meetings may be called by the Chairman, or any three of the Directors, and may be held at any time without notice by the unanimous consent of the Directors.

Section 5. Notices of both regular and special meetings, save when held by unanimous consent or participation, shall be mailed or delivered to each member of the Committee of Directors not less than seven days before any such meeting, and notices at special meetings shall state the purpose thereof.

Section 6. A quorum of the Committee Directors shall be any five Directors, end every decision of a majority of the Directors present and voting at any meeting of said Committee, duly called and held, a quorum being present, shall be valid as a corporate act, except where otherwise provided in these By-laws.

Section 7. Any Director who shall have been absent from three consecutive meeting. of the Committee, of Directors, shall be automatically dropped from the Committee unless excused by a vote of the Committee of Directors, or reinstated by a vote of the Executive Membership.

Section 8. A vacancy or vacancies in the Committee of Directors, except when a Director is removed for cause by the Executive Membership, may be filled by a majority of the remaining directors, though less than a quorum, and each director so elected shall hold office until his successor is elected at a regular or special meeting of the Executive Membership.

Section 9. Two-thirds of the Executive Members present or represented by ballot at any regular or special meeting of the Executive Membership duly called and held, may remove any director for cause and fill the vacancy, providing, however, that the proposed resolution for the removal of such Director, stating the grounds of such removal, shall have been submitted to each Executive Member as a part of the written notice of such Executive Membership meeting.

Section 10. No compensation shall attach to any directorship, as such.

Section 11. Directors shall be chosen by the Executive Members from their own membership, on the basis of interest, activity, and ability to conduct the affairs of the Foundation.

Section 12. It shall be the duty and responsibility of the Committee of Directors to make all immediate decisions regarding the business and activities of the Foundation, to call such special meetings of the Executive Members as may be necessary, and to see that annual financial statements and summary reports are prepared and distributed to the members of this corporation.

Section 13. All actions of the Committee of Directors shall be reported to the next regular meeting of the Executive Membership and the minutes of all the meetings held by the Committee of Directors shall at all tines be open for inspection by any of the members of this corporation. The report of the chairman to the meetings of the Executive Membership shall include a summary of the minutes of the preceding meetings of the Committee of Directors.

Section 14. The Committee of Directors shall elect from its members a Chairman of Pacifica Foundation, who shall preside at the meetings of the Committee and at the regular and special meetings of the Executive Membership of the corporation. In the absence of the Chairman, the President of Pacifica Foundation shall preside, and in the absence of the President, the first Vice-President.

Article V
Officers

Section 1. The officers of this corporation, in addition to the Chairman above-mentioned, shall be a President, a First Vice-President and such other Vice-Presidents as may be designated by the Committee of Directors, a Secretary, and a Treasurer. The President, First Vice-President, Secretary and Treasurer must be Executive Members of this corporation. The President must be a duly elected Director. It is the policy of this corporation that the Chairman shall not be an employee of KPFA.

Section 2. All such officers shall be elected by the Committee of Directors at a regular or special meeting of the Committee immediately following the annual meeting of the Executive Membership each year, and, with the exception of the President, shall serve for a term of one year and until the election and acceptance of their duly qualified successors. The President shall serve for a term of two years and until the election and acceptance of his duly qualified successor.

Section 3. Any officer may be removed by a two-thirds vote of the Committee of Directors at any regular or special meeting called fir that purpose. The Vote of the officer whose removal is being considered shall not be counted in the determination of the two-thirds vote.

Section 4. The President of Pacifica Foundation shall be responsible for administering the affairs of the corporation, interpreting and applying the policies of the Committee of Directors, controlling the operations of the corporation and its branches and conducting public relations. He shall be accountable to the Committee of Directors for the fulfillment of his functions, responsibilities and authority, and his actions or decisions may be overruled by the Committee of Directors.

Section 5. Each of the officers shall assume the responsibilities and perform the duties usually assigned to his office, and such other duties as may, from time to time, be prescribed by the Committee of Directors.

Article VI
General Provisions

Section 1. The fiscal period of this corporation shall begin on the first day of January and end on the last day of December of each year.

Section 2. All money collected by this Foundation from donations or any activity of said society, shall be deposited forthwith in a bank approved by the Committee of Directors, in the name of this corporation, and shall be withdrawable only upon the check of this corporation signed by such persons as may from time to time be designated by the Committee of Directors.

Section 3. The books and financial records of this society shall be audited at the close of each fiscal year, or more frequently if ordered by the Executive Membership, and the report of such audit shall be submitted to the members of this society at the annual meeting of the Executive Membership.

Section 4. The annual Executive Membership meeting shall appoint a Nominating Committee not to exceed five in number for the purpose of investigating all nominees for Executive Membership in this society and shall likewise appoint any other standing committees reasonably required for the effective conduct of the work of the Foundation. All such committees shall serve at the will of the Executive Membership expressed in its Executive Membership meetings.

Section 5. No officer, employee or contractor of Pacifica Foundation or any of its branches or activities shall receive salary, bonuses or other compensation or emoluments from the Foundation exceeding in the aggregate $10,000 per annum.

Article VII
Amendments

These By-laws may be amended, altered or repealed in whole or in part, by a two-thirds vote of the Executive Members present and voting, or voting by the mail ballot hereinbefore provided for, at any meeting of the Executive Membership of this society, providing that the subject matter of the proposed amendment or resolution shall have been submitted to each Executive Member of this corporation as part of the written notice of such Executive Membership meeting at least two weeks before the date set therefor, and providing further that the right of waiver of notice of meeting shall not apply.

Source: Scanned from the collection of the National Public Broadcasting Archives.

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