Berkeley – The KPFA Foundation, a new California not for profit organization, was incorporated in the State of California on September 24, 2013 under Entity # C3606802. The Articles of Incorporation, which can be seen here, steal the entire 1946 Pacifica Foundation mission statement and quote it as the mission of the new not for profit organization. The name of the person incorporating the new nonprofit is Margy Wilkinson, who signs the Articles of Incorporation. The corporate headquarters of the KPFA Foundation is the Siegel and Yee law firm at 499 14th Street in Oakland, California. The agent for service of process is attorney Dan Siegel. The Articles of Incorporation for the KPFA Foundation do not vest any other parties besides Wilkinson and Siegel.
The articles for the KPFA Foundation were secured from the California Secretary of State’s office by Pacifica National Board secretary Janet Kobren, affiliated with the United for Community Radio group, which has generally opposed the actions of the current board majority, which many suspected were working towards the dissolution of the foundation and the acquisition of its radio licenses. Siegel, in a conversation with the then-executive director in November of 2013, shortly after the KPFA Foundation was incorporated, referred to the term “organizational darwinism” to express his belief that all five stations and the historic audio archive should not remain owned by the Pacifica Foundation.
In the 18 months since the Save KPFA/Justice and Unity Caucus/Grassroots KPFK coalition took over control of the national board, financial chaos has ensued with missing audits, severe financial record-keeping issues, Corporation for Public Broadcasting ineligibility, and an investigation by the California Registry of Charitable Trusts. Recently KPFK-FM, saddled with a former community college instructor as a general manager by Wilkinson, has descended into virtual insolvency, with the nation’s biggest radio transmitter west of the Mississippi River barely able to raise $100,000 in a solid week of 24/7 on-air fundraising, joining New York’s WBAI on the list of failing units despite being the network’s biggest earner for most of the previous 5 years.
KPFA’s secession, as planned by Wilkinson and Siegel, would likely leave the foundation insolvent and probably forced to sell the remaining radio licenses and buildings to pay off outstanding debts, many acquired by the actions of Siegel as corporate counsel and two-time executive director, including the 2007 Democracy Now contract, which is responsible for $2 million+ of Pacifica’s debt load.
Members of the current board majority appear to be unaware of the incorporation of the KPFA Foundation by Wilkinson and Siegel to privately secure KPFA’s radio license and real estate assets upon the dissolution of the Pacifica Foundation. Several of them have loudly protested their opposition to network breakup and scoffed at rumors that such an effort was underway, among them WPFW’s Tony Norman, Benito Diaz and Pete Tucker, WBAI’s Cerene Roberts, Houston’s Adriana Casenave, Los Angeles’ Lydia Brazon, Brenda Medina and Rodrigo Argueta and KPFA’s Jose Luis Fuentes. Several of these (Norman, Diaz, Roberts, Casenave, Brazon, Fuentes and Argueta) enthusiastically retained attorney Siegel to represent the Pacifica Foundation in the PDGG vs Pacifica lawsuit (which asserted that network breakup was in the offing at the hands of the board majority) and again in the Registry of Charitable Trusts investigation. Siegel is also said to be acting on behalf of Pacifica in discussions of proposed staffing reductions at KPFK-FM with the SAG-AFTRA bargaining unit.
Wilkinson, whose three year elected term ended in December of 2013, wrested the chairmanship of the Pacifica board of directors after a tie vote and then dispatched the executive director a month later and inserted herself instead, a position she held with brief interruption until May of 2015. Attorney Dan Siegel left the Pacifica Foundation board in January 2014 to pursue a campaign for mayor of the City of Oakland, replacing himself with an associate attorney at his law firm (his employee) Jose Luis Fuentes, and taking on the role of de facto corporate counsel for the Pacifica Foundation, representing the foundation whose assets he intends to relocate in front of the California Attorney General. Siegel and Yee, according to financial documents released at the Pacifica National Board meeting in June of 2015, is collecting thousands of dollars every month from charitable contributions to the Pacifica Foundation.
On September 24, 2013, Dan Siegel and Margy Wilkinson were members of the Pacifica Foundation Board of Directors, with legal duties of care, loyalty, and disclosure to the 501(c)3 organization, the Pacifica Foundation, on whose board they served as elected representatives of Pacifica’s listener-sponsors.
Duty of Loyalty is a term used in corporation law to describe a fiduciaries’ conflicts of interest and requires fiduciaries to put the corporation’s interests ahead of their own. Corporate fiduciaries breach their duty of loyalty when they divert corporate assets, opportunities, or information.
Duty of Care is a term used in corporate law to describe the requirement that members of the board of directors must act in good faith for the company’s best interest. They must believe that their actions promote the best interests of the company based on a reasonable investigation of the options available.
Many corporate law experts also recognize a Duty of Disclosure, described by Professor Bernard Black at Stanford Law School as: the third core fiduciary duty of directors, which has emerged in American law over about the last 15 years, and has been required for public companies for a long time, is to provide reasonably complete disclosure in two cases: when shareholders are asked to vote, and when the company completes a conflict-of-interest transaction.
Pacifica in Exile readers may write to the board at pnb@pacifica.org.
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Started in 1946 by conscientious objector Lew Hill, Pacifica’s storied history includes impounded program tapes for a 1954 on-air discussion of marijuana, broadcasting the Seymour Hersh revelations of the My Lai massacre, bombings by the Ku Klux Klan, going to jail rather than turning over the Patty Hearst tapes to the FBI, and Supreme Court cases including the 1984 decision that noncommercial broadcasters have the constitutional right to editorialize, and the Seven Dirty Words ruling following George Carlin’s incendiary performances on WBAI. Pacifica Foundation Radio operates noncommercial radio stations in New York, Washington, Houston, Los Angeles, and the San Francisco Bay Area, and syndicates content to over 180 affiliates. It invented listener-supported radio.
In regard to my own problems trying to figure out how to actually vote online in the KPFA LSB election after having signed up (3 weeks ago!) to do so, I’d appreciate information on the good intentions, or lack thereof, of the three people with whom I have been in direct or indirect contact in the matter, and who all appear either unable or unwilling to answer my questions, or to say why they cannot, at least at this time, answer them:
Nelsy Batista, KPFA Local Election Supervisor
Maria Negret, KPFA Business Manager
L. Joy Williams, National Election Supervisor (indirect communication only)
To give these folks the benefit of the doubt, I have no evidence that any of them has any more of a clue as to what is going on with the election(s) than I have.
Congratulations on this well documented and researched article. I believe it would be wrong to believe that this situation can be positively and effectively resolved through the ongoing investigation by the Non-Profit arm of the California Attorney General’s Office. We are beyond such a resolution. The facts on their face call for–indeed they cry out for–indictments by the Attorney General or the County Attorney in Alameda where KPFA and Pacifica headquartered, for criminal activity. Pacifica Foundation has always had significant dysfunction, but it somehow managed to survive through ups and downs and internal conflicts all these years nonetheless. Now, however, the intentionality (and soon to be realized success) in bringing it to collapse by those currently in power is so blatant that no Judge or Jury would fail to understand the overwhelming factual evidence to sustain charges of a conspiracy to destroy Pacifica nor the purpose: to privatize KPFA by and for a minority interest, while making it appear to remain a public entity responsive to its listeners-sponsor base. This was a well developed, well worked, and effective plan to capture assets and create a rogue station while leaving most of the paid program staff in place to make governance changes appear benign. The outcome will be, without doubt, malignant.