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Third Draft Recommendations of Core Working Group, October 1997

Our Goal

Our goal is to change the way station CEOs communicate, think and interact with one another on issues and opportunities that affect all licensees. Thus, our intent is to create a framework and process that enables public television senior executives to discuss and address critical opportunities and issues — and make collective decisions when necessary.

Major Revisions

Based on feedback from the Circle of Advisors, here are the major changes from the Sept. 9 draft:

Vision/Case for Change: Based on feedback from the Circle of Advisors, we have reshaped and rewritten major portions of the Vision and the Case for Change emphasizing the philosophic underpinning of this project–which is to acknowledge and reinforce stations’ inter-dependence.

Structure: Based on your feedback, we recommend the new Council and Forum be an independent entity, linked to and supported by APTS and NETA. We discarded the blueprint for a new national structure, leaving that to the first Council and Forum to research and decide.

Principles: This section has been changed to make it clear it applies only to members of the Forum and Council.

Bill of Rights: Most of the Circle of Advisors thought the Bill of Rights provided too much wiggle room for CEOs and could not be enforced consistently. Others noted that stations’ rights and independence are well established, and our focus should be on inter-dependence. Therefore, the Bill of Rights has been eliminated from this draft.

Voting: Language regarding Advisory Votes and Resolutions has been modified. Votes will be taken in two ways:

• one member/one vote
• weighted by PBS pricing factor

Council/Forum Priorities: The Core Working Group has articulated its priorities for the Forum. Research into the creation of a new coordinated national structure is recommended as one of the first priorities. CEOs will be asked to evaluate these priorities to guide the work of the first Council and Forum.

Draft Charter for the National Association of Public Television Senior Executives

I. The Vision

Technology is bringing a sea change to the broadcasting industry, but nowhere more profoundly than in public television. Stations will be free to specialize where they now dabble, to excel where they now experiment. In the one-channel, analog world, stations of necessity can excel mainly in one mission. In a multi-channel, digital world, they can–perhaps must–learn to serve other audiences from other mission bases.

The winners in this new world will make decisions based on the best possible information, they will be agile enough to capitalize on developing opportunities, and they will form alliances with each other and with entities outside public television. Good information, agility, and meaningful collaborations are not the first attributes which come to mind about public television.

For public television to be truly successful, communication among the decision makers is essential. Public television executives often meet, yet we tend to be less informed, more bewildered, more divisive and less trusting over a growing list of issues that will affect our individual and collective ability to provide services to our communities.

To nurture a winning collaborative environment, public television needs a new decision-making process and framework. With these in place, we can learn from each other, we can make informed decisions about when to act as one and when to act separately, and we can profit from our separate and collective strengths.

The statements below define what should be commonplace realities for public television. Our vision is that they be understood and adopted as such by our own leadership, and by key individuals in the public and private sector, as well as the American people at large.

• Public broadcasting is planning for its future in a manner that reflects the merging technological, economic, social and political environments, and assures that the value and importance of its services to society in the future will not diminish, but will increase from their already high level.
• Public broadcasting is providing services that are essential to the well-being of America’s people. These services educate, inform, and enrich the American public.
• The services of public broadcasting include not only high-quality, general audience, national program services broadcast in prime-time, but a multiplicity of local, statewide, regional and national telecommunications services that address a broad range of important social, civic, educational, economic and health objectives.
• Public broadcasting’s services are delivered efficiently, effectively, equitably and with editorial and fiscal integrity.

II. The Case for Change

A variety of financial and organizational frustrations has led many public television leaders to press for major changes in the way “we do business,” both in our organizational structures and in our decision-making processes.

One effort to address these concerns was shaped by a Task Force on Governance and implemented by the PBS Board of Directors. This change increased the number of licensee chief executives on the PBS Board and reduced the number of lay directors. A newly structured membership meeting and other improvements were also adopted.

A second effort is under the guidance of BMR Associates, which APTS hired in 1996 to help public television improve its decision-making processes. A report issued by BMR in the fall of 1996 laid out the case for change. These are the key points:

1. The community of public television stations needs a new decision-making process to address key business opportunities and issues.

PTV is faced today with the need to address important issues brought about by advancing technology and increased competition. To be dealt with effectively, these issues need coordinated responses from PTV licensees. Current processes have proven to be less than satisfactory.

2. PTV needs a decision-making process that allows it to act decisively in response to competitive pressures and threats. The number and strength of competitors for PTV’s markets are increasing, and this trend will continue. PTV’s competitors are able to make decisions more quickly and competitively. As a result, PTV loses key opportunities.

3. PTV needs a decision-making process that enables it to more effectively plan for its future.

• PTV needs a process that gives it an effective means to identify and discuss critical strategic issues and opportunities, and reach decisions about its future.
• PTV needs a process that helps it to find answers to tough questions so it can make decisions based on facts, not on assumptions, and support those decisions so they stick.

4. PTV needs to change its patterns of interaction to work together more effectively.

• PTV doesn’t have a process to help station executives understand — and appreciate–the competing views among various interest groups. This results in a tendency to demonize opposing views, which, in turn, spawns a cycle where interest groups get more aggressive and turf-oriented — and public television becomes more splintered. This creates a never-ending cycle that erodes PTV’s ability to act productively together.
• PTV executives need a process that emphasizes productive dialogue among them and helps them understand their inter-dependencies.

III. The Preamble

This Vision and Case for Change lead the Core Working Group to propose the following: the creation of a Forum and Council that enables public television licensee senior executives to communicate, discuss, appreciate, and understand their respective positions on major opportunities and issues — and to reach decisions about their business affairs effectively and efficiently.

We believe that the balance between collective action and independent initiative is delicate, and that public television senior executives should imbue themselves with sufficient flexibility to determine that fulcrum point only after a deliberate and collective weighing of differing perspectives.

The power of this Forum and Council rest in their ability to engage in productive conversations about issues and opportunities — in particular, to deepen their understanding of each other’s perspectives, to take votes, to gather research, to build consensus and make decisions.

The Forum is a voluntary covenant based on a good faith commitment of the station CEOs to honor the decisions of the Forum. No decision of the Forum shall supersede the authority of the local licensee.

We believe that the strongest organizations are those that have a built-in process for self-scrutiny and evaluation. Our goal is to create a process and framework that adapts as it learns — and learns as it adapts. Thus, it is our vision that this Council and Forum will continually evolve.

IV. The Forum

1. This charter establishes an independent Forum of public television licensees. The purpose of the Forum is to encourage licensee CEOs to communicate, discuss, deliberate and make decisions about major opportunities and issues for the public television industry in a timely manner.

2. All public television licensees are eligible to become members of the Forum. All members pledge to uphold the principles and terms of this charter. Only members are allowed to cast votes in the Forum. Members will pay dues to support the work of the Forum and Council.

3. The CEO or senior operating executive of each licensee is the designated representative of that licensee to the Forum. A member licensee’s number two executive may attend the Forum as long as the station’s chief executive officer is also present. If a licensee is not a member, its CEO may attend the Forum, but he or she will not have voting privileges.

The CEOs of the national and regional organizations may also attend the Forum. However, a portion of each Forum will be given over to licensee CEOs only.

4. The Forum will meet at least twice a year.

5. The agenda of the Forum will be determined by the Council, in consultation with members of the Forum. A portion of each Forum will be given to members to raise agenda items for consideration at future Forums. All CEOs have the right to voice their opinions to the Forum and to the Council in person and through other means.

6. All CEOs will be on the record with their votes at the Forum.

7. To advise and assist the work of the Forum, lay people and public broadcasting professionals other than CEOs may be involved through ad hoc committees where appropriate.

V. Member Principles

1. Public television stations operate under a variety of economic and ownership models, and members acknowledge that it benefits all stations to broaden and deepen the understanding of these different models.

2. Members are free to determine how best to fulfill their mission in the community they serve. At the same time, members acknowledge that public television stations are inter-dependent. Members acknowledge that it is in their interest to continually weigh the interplay of these two forces — and to make decisions accordingly.

3. Members pledge to invest the resources given them by the American public to fulfill their missions as effectively as possible.

4. Members will strive to do no harm to any station.

VI. The Council

1. The work of the Forum will be guided by the Council, which will meet in person no less than four times a year. The Council’s overall responsibilities are to:

• Advance the principles and goals laid out in this charter
• Solicit a broad range of viewpoints on critical opportunities and issues
• Gather objective research to inform the deliberations of the Forum and Council
• Frame the agenda and guide the process of the Forum
• Communicate the results of the Council and Forum
• Involve all public television stations in the work of the Council and Forum

2. The Council will consist of 13 chosen members of the Forum, representing the broad diversity of public television.

3. The Council will have a rotating chair.

4. The Council will contract for outside services and/or staff as it deems necessary to advance the goals laid out in this charter.

5. The Council will use the following criteria in selecting items for the Forum’s agenda:

• Strategic importance
• Number of stations affected
• Financial impact
• Perceived need
• Timeliness

6. Prior to the Forum, the Council will send the agenda and background materials to all members. Member input will be sought on agenda items.

7. In the case of “fast-track” items, the Council may convene a virtual Forum via electronic means to take Advisory votes.

8. The Council has the responsibility to ensure that:

• all members have an opportunity to vote;
• all votes are on the record;
• the results of the Forum and its own deliberations are communicated to: all members, non-member stations, national organizations, relevant outside entities

9. The Council will not sign confidentiality agreements that limit its ability to communicate to the Forum or the Stations.

10. The Council, as the representatives of the Forum, will meet with each national and regional organization’s board at least once a year.

VII. Forum Votes

1. To cast votes in the Forum, a CEO’s licensee must be a member.

2. Because the issuance of proxies goes against the purpose of the Forum, which is to encourage CEOs to engage in productive discussion, proxies are not allowed except when approved by a majority of the Council.

3. Two kinds of votes can be taken by the Forum: Advisory Votes and Resolutions.

• Advisory Votes are intended to gather input on members’ positions on key issues and opportunities.
• Resolutions are intended to reflect the will of the membership and guide the actions of all members.

4. Advisory votes may be introduced at any time; resolutions will be introduced only after a majority of the Council votes to do so.

5. A member will cast only one vote per Advisory Vote or Resolution, but the member’s vote will be tallied in two ways: one member/one vote, and weighted according to the member’s PBS Pricing Factor (PPF) excluding the normal PBS adjustment for the amount of the National Program Service purchased. (Members who are not PBS members will have a pro forma PPF calculated for them. The weight will be calculated by the PBS method of indexing all members’ PPF to the smallest PPF, and assigning the smallest PPF a vote of one.)

6. To pass, an Advisory Vote requires a majority vote of more than 50 percent by both tallies.

7. The quorum for an Advisory Vote is met if more than 50 percent of members are present and voting.

8. Advisory Votes can take the following general forms: no stand, recommend/endorse, not recommend/not endorse, reshape.

9. To pass, a Resolution requires a 75 percent majority by both tallies.

10. The quorum for Resolutions is 75 percent of all members, with more than 67 percent of members being present and voting.

11. Resolutions can take the following general forms: favor a course of action, oppose a course of action.

12. All votes are recorded, with each member’s vote made known to all other CEOs. Any proxy votes will be noted as such.

VIII. Council Elections

1. Only members are eligible to vote for–or to serve on–the Council.

2. Nine of the 13 Council members will be elected. The nine elected members will fall into three categories:

• Three members will be elected from licensees with nonfederal financial support (NFFS) of $10 million or more.
• Three members will be elected from licensees with NFFS of at least $3 million but less than $10 million.
• Three members will be elected from licensees with NFFS less than $3 million.
• NFFS will be the most recent amount certified by CPB prior to the election.

3. The election will be conducted in a two-stage process. Prior to the first stage of the election, a list of all members will be distributed showing in which category they qualify. Those members wishing not to stand for election will return the list showing their name crossed off.

4. In the first phase, a ballot will be distributed, showing the candidates in each category. Within a specified period of time, each member will cast three votes in each category, a maximum of one vote per candidate. A member does not need to cast all its votes.

5. In the second phase, a second ballot will be distributed showing the top six vote-getters in each category. Each member will cast one vote per category.

6. In the case of ties after the first phase, more than six candidates may run for election per category. In the case of ties after the second phase, the outcome shall be determined by a run-off.

7. Four of the 13 Council members will be selected by the Council. Selection of those four will be made to ensure representation among the following types of licensees:

• licensees that purchase less than the full PBS schedule
• major producing licensees
• community licensees
• state networks
• university/school licensees

8. Council members will serve two-year terms. Council members may stand for election for three consecutive terms. After serving three terms, they must go off the Council for at least one year before running for election again.

IX. Amendments

1. This charter can be amended. Any change requires a Resolution of the members, as defined in Section VII.

X. Approval of the Charter

1. All public television CEOs are eligible to vote on this charter, either in person or by proxy. This charter will go into effect immediately if approved by more than 50 percent of those voting.

2. The Council and Forum will cease to exist one year after the vote to approve this charter, unless re-approved by a majority of its then-current members.