Second Draft Recommendations of Core Working Group, September 1997
To the Circle of Advisors:
We thank you for your thoughtful and timely feedback to our August 4th draft proposal and survey. Based on that feedback, the Core Working Group has modified its recommendations for Countdown ’97. The overall goals are:
- to create a new process to enable public television to discuss and address critical opportunities and issues — and make collective decisions when necessary;
- to create a new organizational structure for public television to serve its needs more effectively and efficiently.
Here is an overview of the main elements in our new draft proposal:
1. Based on feedback from the Circle of Advisors, we see overwhelming support for the CEOs’ Forum. Thus we want to ensure that, if nothing else, this project results in the creation of that Forum and an elected Council to guide its work.
2. Based on your feedback, we see strong support for a resolution calling on the national organizations to restructure. Thus, this proposal contains our vision for a new organizational framework that can effectively serve public television in the decades ahead. One of the first charges to the new Council and Forum will be to carry forth this vision — and its implementation.
3. Based on your feedback, we have revised the language related to the Forum’s decision-making powers. You supported the idea of the Forum issuing resolutions when supported by a super-majority of stations. At the same time, you indicated concern with “binding” decisions that could go against a station’s self-interest. In an effort to balance these two principles, we have drafted a stations’ “Bill of Rights.”
On the following pages, we have laid out the details of this new draft proposal. Again, we are seeking your input to help us determine whether we are heading in the right direction.
Please fill out this survey and fax it to BMR Associates at 916-756-4433. Keep a copy for reference during your interview.
Introduction: There are nine deliverables contained in this document. Using the following scale, please evaluate each element of the deliverables. Please feel free to indicate in the margin any notes or comments — or attach a separate memo.
Agree strongly 4 … Agree 3 … Disagree 2 … Disagree strongly 1
I. The Case for Change
1. The community of PTV stations needs a new process and a framework to address key business opportunities and issues.
- a) We are 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.
- b) All the time and energy we spend dealing with the consequences of our failure to make decisions steals time and energy from the things we really need to be doing.
2. We need a new process and a framework so we can act decisively in response to competitive pressures and threats.
- a) The number and strength of competitors for our markets are increasing, and this trend will continue. Our competitors are able to make decisions more quickly and competitively than we can. As a result, we lose key opportunities that could distinguish us in the market. We need a process that allows us to act competitively and decisively when necessary.
- b) Media companies are consolidating in the hands of a few huge, international players. The telecommunications and television industries are converging around the computer. Ultimately, future decisions to be made by the FCC and Congress will go against us unless we can take unified positions on issues and act as one when necessary.
3. We need a new process and a framework that enables us to more effectively manage our national organizations.
- a) We need a process and framework that gives us an effective means to identify, discuss, and reach decisions, to plan for our future, and to raise the standards of professionalism within our industry.
- b) We need a process and framework that enables us to give clear direction to our national and regional organizations. The lack of it leads to mistrust and division, which further erodes the ability of our organizations to be effective.
- c) We need a process and framework that provides us with answers to tough questions so we can make decisions based on facts, not on assumptions, and communicate those decisions so they stick.
4. We need to change our patterns of interaction and to work together more effectively.
- a) We don’t have a process to help us understand — and appreciate — the competing views among various interest groups. This results in a tendency to demonize opposing views. This, 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 our ability to act productively together.
- b) We have too often retreated into dialogues within affinity groups. We need to create a process and framework that puts less emphasis on affinity groups, and more emphasis on productive dialogue among our natural interest groups.
- c) The fractured nature of our industry causes general managers to become less active in the national arena out of pessimism and frustration. We need a process that encourages managers to think positively about public television’s future and that attracts the best new managers to our industry.
- d) Public television stations are a lifeline for our communities. We need to do everything possible to protect them. Ultimately, the weakening of public television poses the risk of weakening American society.
II. The Vision
Our vision is of public broadcasting stations learning from each other, planning together, and making best use of our collective strength and assets — while at the same time maintaining our ability to act independently. Everything in this draft proposal flows from this vision.
We are not looking to centralize. We are not seeking to aggregate power to a narrow group. Instead, we are looking to create an adaptive process that enables us all to learn together.
This vision leads us to propose the following:
1) The creation of a flexible process that enables public television stations to discuss, appreciate, and understand our respective positions on major opportunities and issues. We envision a Forum of station leaders meeting regularly, where major opportunities and strategic issues can be deliberated and closure reached.
We believe that the balance between collective action and independent initiative is always delicate, and that the best organizations are those that respect that delicacy and imbue themselves with sufficient flexibility to determine that fulcrum point only after a deliberate and collective weighing of differing perspectives.
2) The creation of a flexible and coordinated organizational structure that enables public television stations to manage their business affairs effectively and efficiently.
This new framework is intended to provide financial strength to every station. It is also intended to eliminate duplication among the existing national organizations. Thus, its goal is to maximize the use of stations’ membership dues in creating greater financial stability for all public television.
Our goal is to create a framework that adapts as it learns — and learns as it adapts. We believe that the strongest organizations are those that have a built-in process for self-scrutiny and evaluation. Thus, this framework will continually evolve.
It is our intent to issue a call to collaboration among national and regional organizations and to hold them accountable for developing and implementing a plan which will achieve this vision.
III. The Principles
Based on your feedback, we have modified the wording of certain principles, and we have added a stations’ Bill of Rights.
1. Public television stations are non-profit independent entities that provide services which educate, inform, and enrich the American public. Public television stations use television and other technologies to ensure these services are accessible to all Americans.
2. The authority of public television stations derives from an exchange of trust. For their part, the American people allocate significant resources — a license to broadcast, money and support — to public television stations and trust them to use those resources wisely and efficiently in support of public television’s mission. For their part, public television stations pledge to invest those resources into fulfilling the mission as effectively as possible.
3. Public television derives strength from the fact that each licensee is free to determine how best to fulfill its mission in the community it serves. At the same time, public television derives strength from the fact that stations are inter-dependent. It is in all CEOs’ interests to continually weigh the interplay of these two forces, and to make decisions accordingly.
4. Public television stations operate under a variety of economic and ownership models.
5. Public television CEOs need to encourage innovation in the way their stations serve the American public.
6. This charter applies to all public television stations, and all public television stations are eligible for the benefits that flow from it.
7. The stations have a Bill of Rights, which no entity may supersede. All public television stations share these rights in common:
- a. No station CEO can be compelled to take any action that will harm their station financially or legally.
- b. The editorial integrity of each licensee is protected against any action by any process or entity envisioned herein.
- c. All CEOs have the right to voice their opinions to the Forum and to the Council in person and through other means.
- d. Any binding decision of the Forum can be reviewed if any evidence suggests it is injurious to a station.
- e. The burden of proof rests with CEOs to show evidence of such harm as is described by this Bill of Rights.
- f. It is the responsibility of all CEOs to uphold this Bill of Rights.
8. CEOs will be on the record with their votes.
9. The CEOs are responsible for bringing issues of importance to the Forum’s attention.
10. This document can be amended. Any change requires a resolution of the CEOs, as defined below in Section VI.
IV. The Forum
Feedback from the Circle of Advisors was highly supportive of the Forum. We have added several layers of detail.
1. This charter establishes a Forum of public television CEOs. Only CEOs are eligible for membership.
2. All CEOs can attend the Forum. However, only dues-paying members are eligible to vote or to serve on the Council.
3. The Forum will meet regularly for approximately one day. The Forum will meet (please evaluate each option):
- 2 times a year
- 3 times a year
- 4 times a year
4. Forum meetings will be scheduled in conjunction with other regularly scheduled meetings to minimize travel costs.
5. Only CEOs can attend the Forum, except as noted below.
6. CEOs of the national and regional organizations (please evaluate each option):
- are invited to attend the Forum.
- are invited to attend the Forum. However, a portion of each Forum will be given over to station CEOs only.
- are not invited to attend the Forum, except when their attendance is requested.
7. To advise the work of the Forum, lay people will be involved through ad hoc committees where appropriate.
8. The power of the Forum lies in its leverage with the national and regional organizations and outside entities. Thus the Council, as the representatives of the Forum, will meet with each national and regional organization’s board at least once a year.
V. The Council
The following points are mostly new layers of detail added as a result of the Denver meeting of the Core Working Group.
1. The work of the Forum will be guided by an elected Council.
2. The Council’s overall responsibilities are to establish and maintain:
- a. The integrity of the Council and Forum in keeping with the principles and concepts laid out in this charter.
- b. The envisioned framework for conducting the Forums.
- c. A process for communicating to the Stations the results of the Council and Forum.
- d. A process for soliciting widely different viewpoints on critical opportunities and issues.
- e. A process for involving all public broadcasting stations in the work of the Council and Forum.
3. The Council will consist of 13 station CEOs and General Managers representing the broad diversity of public television.
4. The Council will not have a chair. All members are equal.
5. The Council will contract for an outside facilitator, both for Council meetings and meetings of the Forum.
6. The Council will designate a communications spokesperson.
7. The Council will use the following criteria in selecting items for the Forum’s agenda:
- a. Strategic importance
- b. Number of stations affected
- c. Financial impact
- d. Perceived need
- e. Timeliness
8. Items on the Council and Forum agenda will consist of outside opportunities, threats, and internal issues.
9. The Council will solicit agenda items from station managers, national organizations, and outside entities.
10. The Council will discuss and frame those opportunities and issues and decide which belong on the Forum agenda.
11. The agenda and background materials will be sent to the stations well in advance of the Forum. Station input will be sought on agenda items.
12. In the case of “fast-track” items, the Council may convene a virtual Forum via electronic means to get a sounding of the CEOs.
13. Notwithstanding the preparation work done by the Council, there will be an open period at the Forum where any CEO can raise any item for discussion.
14. The Council has the responsibility of communicating the results of the Forum and its own deliberations to: — stations — national organizations — relevant outside entities
15. The Council will not sign confidentiality agreements that limit its ability to communicate to the Forum or the Stations.
VI. Forum Votes
1. To be eligible to cast votes in the Forum, a CEO (please evaluate both options below):
- must be in attendance, either in person or via proxy.
- must be in attendance, either in person or via proxy, and be a dues-paying member.
2. Two kinds of votes can be taken by the Forum: Advisory votes and Resolutions. Stations will not be obligated under an advisory vote; stations will be obligated under a resolution unless it impinges on their Bill of Rights.
3. The quorum for advisory votes is 51% of the stations.
4. To pass, an advisory vote requires a 51% majority of votes cast.
5. An advisory vote must also be approved by a majority of the Council.
6. Advisory votes can take the following general forms:
- no stand
- recommend/endorse
- not recommend/not endorse
- reshape
7. The quorum for resolutions is:
- 51% of the stations must be present in person
- 75% of the stations must be present in person or by proxy.
8. To pass, a resolution requires a 75% majority of votes cast.
9. A resolution must also be approved by 75% of the Council.
10. Resolutions can take the following general forms:
- favor a course of action
- oppose a course of action
11. All votes are recorded, with each CEO’s vote made known to all other CEOs.
12. The Council has the responsibility of communicating the results of the Forums and its own deliberations to:
- stations
- national organizations
- relevant outside entities
13. The Council will not sign confidentiality agreements that limit its ability to communicate to the Forum or the Stations.
VII. Council Elections
The Circle of Advisors endorsed the idea of not basing elections on affinity groups. However, many of you expressed a preference for budget size rather than market size as the best criterion for gaining fair representation. The Core Working Group is still playing with various options, some of which are shown below. Current plans call for a combination of elected and selected members.
1. Nine of the thirteen Council members will be elected.
2. To ensure that members the Council view themselves as representing the entire system, all nine elected representatives will be elected by all the stations (i.e. each station will have nine votes).
3. The nine elected members will be in categories, as follows:
- a. Three members from stations in the top third by size.
- b. Three members from stations in the middle third.
- c. Three members from stations in the lower third.
4. For the purposes of Council elections, a station’s category will be based on (please evaluate each option):
- combination of NFFS support and population reach
- NFFS alone
- Direct support quotient of NFFS
- NFFS + CSG + Interconnection (+ Trust Fund income, if it comes to pass).
5. Prior to the election, a list of all CEOs and general managers will be distributed, showing in which category they qualify.
6. The Council will not have a nominating committee; however, Council members may encourage individuals to run as they deem fit.
7. Four of the thirteen Council members will be selected by those elected.
8. Selection of those four will be made to ensure representation among the following five classes of stations:
- a. second market stations
- b. major producing stations
- c. community licensees
- d. state networks
- e. university/school licensees
9. To ensure that Council responsibilities do not become onerous, Council members will serve one-year terms.
10. Council members may stand for election for another term without going off the Council.
11. Council members may serve (please evaluate each option):
- an unlimited number of terms.
- a limit of three consecutive terms before they must go off the Council for at least one year.
12. In the first year, to ensure continuity of the process, the nine elected members will ensure that at least four members from the existing Core Working Group are members of the Council.
VIII. The Organizational Framework
In general, you responded favorably to streamlining the national and regional organizations. As a result, we have added more detail to this part of our recommendations.
1. The Core Working Group envisions folding the current functions of the national and regional organizations into a coordinated framework.
2. To encourage a reasonable but rapid transition to this coordinated framework, the Core Working Group proposes that the first order of business for the Forum be the adoption of a resolution calling on the Boards of the national and regional organizations to come together with members of the Council to outline a new organizational structure and transition plan within the first six months of 1998.
3. The key functions of this new structure will be:
- a. upholding the principles and concepts set forth in this charter;
- b. monitoring and responding to stations’ interests in the strategic arena — both opportunities and threats;
- c. providing resources and mechanisms needed for the Forum;
- d. providing the research needed for stations to reach closure on key opportunities, threats and other issues;
- e. collecting and providing stations with the data needed for constant improvement in their business practices;
- f. responding to stations’ requests for information;
- g. monitoring, representing, and responding to stations interests in legislative and regulatory arenas and with other public interest groups;
- h. litigating on behalf of stations’ interests as needed;
- i. providing for professional development;
- j. providing all other logistical support needed for the effective management of the organization.
IX. Ratification/Next Steps
1. This charter and accompanying resolution will go into effect immediately if ratified by 75 percent of all public television stations, votes being cast by the station CEOs.
2. If the resolution for a new organizational framework is approved, the boards of each national and regional organization will appoint 2 members to the Planning Committee. Two more members will come from the Core Working Group or Council. The plan will be due within the first six months of 1998.
3. If such a plan is not presented within this time frame, stations will withhold their dues from national and regional organizations, but maintain fees for programming and services.
4. If one or more national or regional organizations does not participate, stations will withhold their dues from that or those organizations, but maintain fees for programming and services.
5. Work of the Council during the first year will be funded as follows (please evaluate both options below):
- By a one-time dues payment from each station averaging $1200. This shall be based on station budget.
- By either cash or in kind contributions from the national and regional organizations plus meeting registration fees and special assessments as determined by the Council.
6. In the end, the goal is to establish an organizational framework that asks a station to pay less in dues than it currently would pay to support the existing national organizations.
7. The Council may seek to raise operating budget not only from dues, but also from outside foundations.
8. The Council and Forum will cease to exist one year after ratification, unless re-ratified by 75% of the CEOs.
Conclusion
There are six key deliverables contained in this document. We’d like you to show your overall level of support for each of them using the same scale.
1) The Case for Change
2) The Vision
3) The Principles
4) The Forum
5) The Council
6) Forum Votes
7) The Council Elections
8) The Organizational Framework
9) Ratification/Next Steps
Finally, are you willing to support and endorse these recommendations with your peers and colleagues? If not, please explain why in the space below.