Dan Siegel’s response to the many inquiries regarding the establishment of the headquarters of the KPFA Foundation at his personal law firm office is below.
Pacifica National Board member Stephen Brown’s comments about Mr. Siegel’s statements having limited veracity are well-advised, but if taken at face value, here are some questions that arise:
1) “There is nothing “clandestine” about the creation of the KPFA Foundation”.
Dictionary.com: [klan-des-tin]. Characterized by, done in, or executed with secrecy or concealment, especially for purposes of subversion or deception; private or surreptitious: “Their clandestine meetings went undiscovered for two years”.
The establishment of the KPFA Foundation at the time of its incorporation in 2013 was not disclosed to 1) the corporate counsel of the Pacifica Foundation, Terry Gross 2) the executive director of the Pacifica Foundation 3) the officers of the Pacifica Foundation board of directors 4) the general manager of KPFA-FM. In May of 2015, Ms. Wilkinson handed over the position of Pacifica executive director to John Gladney Proffitt, but she did not inform him of the current and maintained incorporation of the KPFA Foundation, a matter of public record. Why? Does this not fall into the category of information Mr. Proffitt should have received to spare him the public and professional embarrassment he has experienced this week?
The use of the federal trademark “KPFA”, belonging to the Pacifica Foundation (Serial number76256786) was not disclosed nor was permission sought for its use by the owner of the federal trademark, on whose board of directors the incorporator, Margy Wilkinson and the owner of the new corporate headquarters and legal agent Dan Siegel, sat at the time.
The use of the Pacifica Foundation mission statement as the legal purpose of the KPFA Foundation, in use at that time by the Pacifica Foundation for the last 67 years was not disclosed nor was permission sought for its use.
In January of 2015, Attorney Dan Siegel agreed to perform legal representation of the Pacifica Foundation in front of the California Attorney General’s Registry of Charitable Trusts in a correspondence audit specifically addressing the compliance of the Pacifica Foundation with California not for profit law. The possible outcomes of such an investigation, should it go poorly, can and might extend to the loss of the nonprofit status of the Pacifica Foundation.
From the Rules of Professional Conduct of the California State Bar Association:
(B) A member shall not accept or continue representation of a client without providing written disclosure to the client where:
(3) The member has or had a legal, business, financial, professional, or personal relationship with another person or entity the member knows or reasonably should know would be affected substantially by resolution of the matter;
Can you please provide your written disclosure to your client, The Pacifica Foundation, of your relationship with the entity “KPFA Foundation”, which, should your representation in front of the California Attorney General happen to be unsuccessful, was created to deliver the ownership of a multi-million dollar public asset, KPFA’s broadcasting license, to the custody of your client Margy Wilkinson, and into the physical location of your law firm?
2) Dan Siegel also stated: ” I personally wanted to be sure that there were organizations in each signal area”.
Is the meaning of this statement that Mr. Siegel is personally sure that there are other organizations in each signal area, whose name and incorporation he is failing to disclose? Or is the statement false?
As Mr. Siegel is probably aware, some members of the KPFT Local Station Board (as brought to the attention of the Pacifica National Board by member Adriana Casenave under the agenda item “KPFT’s secessional tendencies”) discussed a similar incorporation, only to conclude that it was not legally possible for members of Pacifica Foundation governance to establish rival not for profit organizations for the purpose of working directly towards the dissolution of the Pacifica Foundation and the acquiring of its assets.
Why is it that Ms. Wilkinson and yourself consider legally impossible actions to be possible for yourselves?
3) Mr. Siegel states the reason for his actions as the following: “The Pacifica Foundation became effectively insolvent, risked the loss of its licenses, and jeopardized CPB funding:
In the past year and a half, the Pacifica Foundation has issued union layoff notices three times, once at KPFA-FM and twice at KPFK-FM. Mr Proffitt, on his visit to New York City described WBAI’s debt load as “staggering”. The Pacifica Foundation has twice failed to file audited financial statements with the State of California by 9 months after the end of the last two fiscal years, and was placed on ineligible status for Corporation for Public Broadcasting funding status in June of 2014. And In December of 2014, an investigation was launched by the Registry of Charitable Trusts.
And yet there is no on-going cause for concern or further action taken “because” his client inserted herself into the position of the executive director of the Pacifica Foundation and “because” Mr. Siegel inserted himself into the position of the legal representation of the Pacifica Foundation and as its legal face in front of the Registry of Charitable Trusts?
4) Do Mr. Siegel and Ms. Wilkinson intend to refile at the Secretary of State to re-establish the corporate headquarters of the KPFA Foundation at Siegel and Yee at 499 14th Street? Do they intend to allow communications about this entity from the State of California to be directed to KPFA’s license-holder, or do they still intend to prevent that? For what reason would they feel it advisable to continue keeping Mr. Proffitt in the dark as to any future activities of the entity KPFA Foundation?
Prompt clarification on these points would be appreciated.
Thank you,
Tracy Rosenberg- Pacifica Foundation Director 2010-2013
**
From: Dan Siegel <[email protected]>
Subject: Re: KPFA Foundation
Date: Sunday, August 2, 2015, 3:10 PM
Dear Mr. Cohen,
We set up the KPFA Foundation as a resource to be used in the event that the Foundation continued in the downward spiral that seemed unstoppable a few years ago. As you know, under the previous administration the Pacifica Foundation became effectively insolvent, risked the loss of its licenses, and jeopardized CPB funding, among other major problems. I personally wanted to be sure that there were organizations in each signal area that could insure that the station licenses remained in the hands of the Pacifica network in the event that the Foundation itself was taken over by the government or its creditors.
Fortunately, with the development of a new majority on the PNB, Margy Wilkinson’s leadership as interim ED, and the appointment of John Proffitt, things are definitely looking up, so contingency plans are unnecessary. Other than filing the articles of incorporation we took no further action to perfect the KPFA foundation – we never obtained state or federal tax exempt status, opened a bank account, etc.
There is nothing clandestine about the creation of the Foundation and, hopefully, it will never need to be perfected.
Dan Siegel
If Dan Seigel is a lawyer, who would believe any words uttered or written anyhow ….it is a true realization that most attorneys say anything anytime and easily to WIN whatever they are paid for or want to take. No one compares mere ‘sharks’ to human lawyers, as it is clear who is more dangerous and acts worse. So the email mentioned here is just a simple common example of what in simple plain English is known as ‘denial’ with no merits or prejudices. Why believe that cover-up too ?
KPFA seems to be a precursor for what will or is happening to other still viable radio stations within Pacifica – again, as a decade ago -a few secretly operating to take-over-take-away for whatever beliefs they may have to feel ‘righteous’ about their hide-fro,-others’-eyes actions, they are Stealing under pseudo-legal shenanegalings . [ = stealing under cover of hiding their actions and collusions ]
But this could not be done as easily had the stations being taken off of public-ownership been handling their affairs with enough transparency and feedback from their stakeholders before getting into such dire conditions.
Blame is not just in 1 or 2 places but equally shared throughout =tho in different %’s. Those who denied and gagged all info about each station’s management and dealings and problems were hiding and thus put themselves into this precarious position.
Those who had no knowledge but kept putting their $$ into failing entities without asking them to be responsible and open about their status lacked courage to ask or were easily pushed aside as irrelevant-questioners.
Those who did the accounting, such as it was, or not done, as audits were apparently not presented openly nor on time as required for legal & financial payments were or not supervised or allowed to shlub their paid job duties.
Those who were doing their tax businesses on KPFK’s time and computers should have been dis-covered and fired long ago and not allowed to mis-use the station’s meager funds for their personal gains.
Those programmers who promote + PR + laud their guests to get payola gains and benefits, while pretending they are only acting ‘for social good’ and not for themselves are responsible for not paying back to station their fair share of what they use for access-to-power by being on-air there.
Those who stay holding on to old programs for years and decades and never allow any ‘other’ or newer views, voices and informations to be heard on either KPFK or KPFA are pretending to be ‘working for the station’ but actually benefiting themselves and theirs only, greedily usurping and clinging to positions of media power.
and Those who never care to search, read, write about the doings that occur at their radio stations are neglectful and responsible for their own dis-interest and apathy.
Plus the responsibility of all the paid-salaried-programmers or producers, et al that USE the stations for their own rising status [and then move on to NPR at times, if they are ‘good enough” to transfer there ] are also responsible for not caring about anyone outside their small limited spheres.
No one is allowed to claim innocence nor victimhood, tho that is the usual play, especially it is Pacifica’s mentality and a false one at that.
But who will admit, in any public place, that they TOO have not done what was and is needed to keep these radio stations’ fulfilling anything close to what the “mission” [not a holy text either ] or their ideals as repeated on-air. ???
we do wonder, is anyone “home” ? Real ? Responsible for their part in this demise and theft-attempts ?