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Station managers would hold a clear majority of seats—16 out of 27—on the PBS Board of Directors for the first time since the 1970s if a proposal discussed this month by the board and station managers is approved.
Board seats have been split almost equally between managers and laypeople for the past nine years and early in PBS’s 36-year life (chart, above). PBS leaders gave the majority to lay directors (many with civic and political connections), as a protective measure in the 1970s and ’80s after President Nixon clashed with public TV.
The governance change would “renew the bonds of trust and increase accountability to the system,” said past PBS Chairman Rex Adams, a layperson and retired Mobil Oil executive who co-chairs the board’s Task Force for More Effective Governance. Adams recently ended a seven-year board stint, serving as chairman from 2001 to 2003.
The task force reacted to suspicions among station leaders that “the board was acting in management’s interests and not the stations’,” Adams said in a task force presentation at the PBS Annual Members meeting Feb. 13 in Washington, D.C. “We decided to clarify that by giving station managers an absolute say.”
Under past PBS presidents Ervin Duggan and Pat Mitchell, who came from outside the field, some managers said PBS initiatives conflicted with their interests. With Mitchell leaving this year, the board hired Paula Kerger, well known in the field as a top exec at New York’s WNET.
The task force aims to complete its report for the board’s March 28 meeting. Bylaws can be amended by votes of two-thirds of the board and a majority of stations.
A draft report, circulated to station managers last month, recommends other changes that would make the board’s decisions more transparent and streamline its committee structure. It also reaffirms some principles that already guide the board’s deliberations, “so that expectations are clear,” said Tom Axtell, president of KLVX in Las Vegas and task force co-chairman.
Such as: “The PBS Board has a responsibility to serve the mission of PBS to benefit PBS member stations and, through them, the American people.” Board members are elected for their wisdom and expertise, and “they vote in the best interests of all member stations—not as representatives of a particular licensee type or affinity group.”
Member stations would elect station execs to 16 professional director seats on the board, an increase of three, and nonmanager leaders—influential citizens drawn from other fields to represent local stations or the general public on the board—would be elected to 10 seats, a decrease of three.
Under proposed bylaw changes, the nonmanager leaders, known as general
directors, would all be selected by the board’s nominating committee and elected
by the board itself. That is now the procedure for just four of the 13 nonmanager
seats; the rest are lay directors elected by the stations. The lay category
would be eliminated.
The task force also recommends that the nominating committee “strongly
consider” naming lay leaders of local stations as general directors.
Concerns about PBS Board composition and governance came to a head in June 2004, when station managers protested proposed dues increases by petitioning the PBS Board. A year ago, managers endorsed another petition advising the board that eligibility for lay-director seats should be limited to individuals with close ties to local stations.
Issues of trust arose as “part of the natural tension and evolution of a membership organization,” said Wick Rowland, president of Denver’s KBDI and a task force member, but the ill feelings were exacerbated by financial pressures bearing down on public TV. “If the fiscal situation had been less difficult in the last few years, we wouldn’t have had to make so many difficult choices and dues increases could have been absorbed more readily.”
Board veterans want to keep a number of lay people on the board out of respect for the business expertise and political influence they bring to PBS. During his seven years on the board, Adams said, he had never seen a vote split along the lines of lay and professional directors. Lay leaders recognize the need to defer to public TV professionals on tough decisions, he said.
Voting patterns and allegiances of directors are not clear to outsiders, however, because the PBS Board, like the CPB Board in recent years, conducts much of its business in executive session. The task force proposed several sunshine recommendations, such as requiring that PBS give board members, stations and the public advance notice of board and committee meetings and agendas, and that the board and committees conduct meetings in open session as often as possible. When the board or a committee does meet privately, the task force said, its chairman should explain why.
The task force proposes to delay action on another governance issue: a proposal to apportion voting power to stations by their share of dues paid. It would retain the one station/one vote system for board elections for three years, pending a comparison of actual voting patterns under both voting systems.
The task force also recommends changes to the board’s committee structure; limits of single, two-year terms for the board and committee chairmen; and creation of a mandatory orientation program for new directors, both professional and general.
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posted Feb. 21, 2006, revised March 9, 2006
Copyright 2006 by Current Publishing Committee