Board members say PBS governance changes will heal rifts

In February 1997, the PBS Board adopted a notable change in its makeup based on proposals from 1996. This report is adapted from Current, Oct. 28, 1996.

By Steve Behrens

The PBS Board gave hearty applause Oct. 18 [1996] to proposals of an appointed Governance Group for changes in the network's decision-making structure that will come back to the board for final decision Feb. 1-2 [1997].

Advocates of the changes hope the restructured board will win the trust of member stations, including those that rebelled in 1995 against board decisions to tighten underwriting guidelines and require increased same-night common carriage of national programs.

The proposed governance changes seek to bolster station confidence in PBS by enlarging the role of professional station managers on its board, at the expense of "lay" members--prominent citizens elected by the board, who often come from the boards of member stations.

The group recommended increasing the proportion of managers from two-fifths to half of the board, and creating a new Membership Committee composed entirely of managers, who will consider certain kinds of system issues and oversee enforcement of rules governing stations.

Under the plan, stations will hold an annual membership meeting at which station reps can take votes that advise the board. And the advisory votes will be tallied not only in the usual one-station/one-vote method, but also weighted by stations' dues.

Chairman Gerald Baliles, a Richmond lawyer and former Virginia governor who has pushed for governance reforms for more than a year, said the group's recommendations [earlier article] were "uniformly praised throughout the system." Maine pubcaster Rob Gardiner, chairman of the group, and his 12 group members drafted such a good book, indeed, that Baliles called them "Rob and the Apostles."

Several board members said two of the major proposed changes are necessary to heal divisions within public TV even though they are based on the erroneous perceptions of some station managers.

Regarding the rebalancing of manager and "lay" seats on the board, Gardiner reported that many managers would prefer a further change to give managers a one-vote majority on the board.

A prominent lay leader, John Swope, retired president of Chubb Life Insurance (who is also acting head at New Hampshire PTV), said he had never seen a PBS Board issue split strictly along the lines of lay-versus-manager members of the board, and other board members agreed.

The reduction of lay members is "somewhat insulting" to them, Swope said, but he would accept it. He would not, however, endorse the one-vote majority for station managers.

Board Vice Chairman Colin G. Campbell, president of the Rockefeller Brothers Fund, also opposed giving managers more than half the board seats. The question was "primarily an issue of symbols and perceptions," he said.

"You have to address some imaginary problems, sometimes," Swope replied.

WGBH President Henry Becton favored going ahead with the reduced lay membership: "At this point in time, I believe it is the right thing to do to buy peace and move on."

Ervin Duggan, PBS president, defended lay volunteers from unstated implications: "This whole discussion has put on trial a group of people who should instead have statues built for them in front of every public television station," said Duggan. "We're dealing with a perception at variance with reality."

Board members also debated the reality and perception behind the new proposed mission statement for PBS:

"The Public Broadcasting Service--created and owned by its members, the nation's public television stations--exists to serve its members with the highest quality programming and the imaginative use of technology to advance education, culture and citizenship."

Marshall Turner, a San Francisco investment executive and former CPB Board chairman, suggested that the mission statement should say explicitly that PBS serves the American people directly as well as through the stations.

Gardiner didn't want to say that so clearly. But he said the wording was meant to indicate that PBS would be free to provide services to the public in addition to those delivered directly to stations.

Duggan said it was a "distinction without a difference." PBS serves the stations and the public, through the stations, he said, but he backed the mission statement's wording. "What was needed at this point in time was an affirmation of loyalty to the stations," he said. "People often need reassurance beyond what may seem rational."

The stations feel PBS should consider their interests first, explained board member Wayne Godwin of WCET, Cincinnati. The mission statement can be part of a "defining and healing process," he said.

Though the board did not act on most recommendations it did adopt some of them in an interim resolution. The board will meet four times this fiscal year, not twice as in past years. "There should be fiduciary concerns about a board that meets that infrequently," Baliles commented. Most corporate boards meet four times a year, he said.

With more frequent meetings of the full board, the Executive Committee will have less business and can be reduced in size, Baliles said. The Ex Comm has included half of the 35 board members, but by board resolution it will now include only the chairman, two vice chairmen, the committee chairs, and one at-large member.


Earlier article

Rebalancing would give managers more votes on PBS Board

Originally published in Current, Sept. 30, 1996

A panel composed largely of station managers, appointed by PBS Board Chairman Gerald Baliles, has recommended a greater role for managers in running the network:

Baliles, who has been urging reform of PBS governance since becoming chairman in 1993, said board decisions too often are never finally laid to rest. The failure to reach closure has had a "dissipating" effect on public TV, preventing the system from making timely decisions.

The recommendations put forth by the PBS Governance Group "should be seen more as refinement than as than revolution," Baliles says. The proposal, sent to stations two weeks ago, was scheduled to be discussed by station reps during the past weekend's Fall Planning Meeting in New Orleans.

To provide a foundation for PBS's governance, a subcommittee last week distributed a proposed mission statement for the network: "The Public Broadcasting Service--created and owned by its members, the nation's public television stations--exists to serve its members with the highest quality programming and the imaginative use of technology to advance education, culture and citizenship."

The primary mandate, to serve stations, responds to persistent complaints from some managers that PBS, with a majority of nonmanagers on its present board, often pursues its own purposes rather than those that directly serve member stations.

The recommendations came out of a 13-member Governance Group appointed by Baliles last October. The group surveyed stations in January on their concerns about PBS governance, refined those concerns into 11 problem areas, floated proposals at the PBS annual meeting in June, and developed a "solid consensus" on the recommendations, according to Rob Gardiner, chairman of the group and president of Maine Public Broadcasting.

"Some would have preferred slightly different proposals, but we have reached agreement that this package will be good for PBS, its member stations and our common mission," Gardiner wrote in an introduction to the Sept. 12 proposal.

The group rejected a number of proposals for more radical changes in PBS's structure, including breaking up its diverse functions, Gardiner told Current. He notes that changes in system structure also are being considered in a parallel but broader governance study by America's Public Television Stations. The APTS Board will hear a consultant's status report on the study Oct. 12 at its retreat in Pittsburgh.

Before last weekend's Fall Planning Meeting, Gardiner had quizzed a number of counterparts at stations and said they were telling him: "Yes, this is a step in the right direction, and most of what you're calling for makes sense."

Seventeen of each

The rebalanced PBS Board, still numbering 35 directors, would have 17 manager members, 17 other members and the PBS president.

To reach those numbers:

four managers would be added to the 13 on the board now, making 17;

four of the 15 lay directors--usually board chairmen of stations--would be phased out, making 11; and

six other non-manager members would remain on the board--the "general" directors, who are often prominent people not associated with stations.

"The question of parity was one that made a lot of sense to professional and lay members [of the Governance Group]," Baliles says. "Since it was raised as a question, it was simply discussed, addressed and resolved. There was not a great deal of discussion about it."

Board candidates for all seats would continue to be nominated by the board's Nominating Committee and elected by vote of the member stations.

Under the proposal, the board would meet four times a year instead of twice, and make decisions that have been handled in the past by the Executive Committee. "When they only meet twice a year ... they simply cannot be as actively involved in many aspects of the organization as most boards are," says Gardiner. And with the full board convening more frequently, it would be able to deal with questions that are now left to the Ex Comm. Another proposed change: the budget subcommittee would report directly to the full board rather than to the Executive Committee.

"It doesn't mean that all matters will be thrashed out at the full board level," Gardiner adds. Many can be referred for consideration by committees. Final decisions will remain with the board, though it could chose to delegate them to committees, including the new Membership Committee.

To formalize and improve communications with stations, each manager member of the board would be assigned to communicate regularly with a specific selection of member stations. And PBS would hire a station relations staffer to facilitate service and communications with stations. It would publish a membership handbook of all policies applicable to member stations.

Peer review for some decisions

Perhaps the biggest governance change would be creation of a nine-member Membership Committee--a peer-review body of manager directors on the PBS Board "charged with ensuring balance between members' local and national interests"--interests that are in "natural tension" and sometimes converge "painfully" at PBS, the report said.

The committee would review membership policies and applications, and matters of equity among members. It would oversee the "rights and responsibilities" of member stations and "relieve PBS management of policing" stations' compliance with rules.

Putting these system decisions in the hands of a committee of managers will mean that lay board members won't have to handle obscure broadcast issues. "Many of the lay members have fully acknowledged they do not understand enough of the details ... to be able to make the decisions," says Gardiner.

The committee would be made up of nine manager directors selected by the board chairman to "reflect the diversity of the PBS membership," and approved by the full board. It would recommend actions to the PBS Board--or make final decisions in cases that are delegated by the board.

On a larger scale, stations could take issues to an expanded annual membership meeting by petitioning with signatures from at least 20 percent of stations. "The board may want to use [the membership meetings] to bring an issue to closure," Gardiner adds. "Common carriage is one recent example when that might have occurred."

Baliles, too, says that he favors membership meetings "as a means of moving issues along," which "creates a healthier climate of public ownership and participation in the affairs of the organization."

The meeting could be held during the June annual meeting, the Fall Planning Meeting or before another PBS Board meeting.

By weighting membership votes by stations' dues levels as well as counting one vote per station, PBS would address a longtime objective of some big-city stations. Gardiner suspects the results will often be the same, either way the vote is counted. "Our sense is: let's get the facts," he says. "It may lead to further change, or it might dispel the myth that [the vote-counting method] matters."

"Final authority rests with the board," Baliles comments. "And membership expressions of concerns on any particular issue would be reported in different categories to further inform and educate the board."

The report also suggests replacing the National Program Policy Committee, public TV's low-profile, slow-paced programming oversight body since 1990. The report said the board should consider splitting NPPC's duties between:

The governance group said it would consult about the changes with minority and independent producers, CPB and other interest groups.

Ten of the 13 members of the PBS Governance Group are station executives: Gardiner, Ward Chamberlin of WNET, New York; J. Michael Collins of WNED, Buffalo; Fred Esplin of KUED, Salt Lake City; Patrick Fitzgerald of WBGU, Bowling Green, Ohio; Hope Green of Vermont ETV; Tom Howe of the North Carolina state network; Al Jerome of KCET, Los Angeles; Sharon Rockefeller of WETA, Washington; and Jerrold Wareham of WVIZ, Cleveland.

The three other members are Baliles, Southwestern Bell Telephone executive Sonia Perez, and Monsanto Co. executive Milton Wilkins.



To Current's home page

Earlier news: To help PBS move more quickly and surely, board Chairman Baliles called for a revamp of the network's governance in 1996. At the same time, public TV's lobbying group APTS began a parallel project seeking a broader decision-making forum for the field.


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