Berkeley-Unofficial corporate counsel Dan Siegel and his law firm responded to the Yeakey Vs Pacifica lawsuit, which requests the removal of two affiliate directors whose stations do not have current affiliate contracts with Pacifica and the removal of the 7 current members of the board of directors whose elected terms ended in December of 2015, by postponing a hearing on the merits of the case and demanding a bond of $50,000 from the two listeners who filed the suit. A bond request requires documentation of how the defendants would face a loss of that amount or more were they not to prevail in the case, which Siegel and Yee did not provide. The complaint can be seen here.
The WBAI “email election”, the Siegel/Brazon majority’s latest attempt to resolve the mess they created after trying to ram on to the local board the last-place staff representative instead of the first runner-up selected by voters in the 2015 election, failed for lack of quorum after only 11 of the 24 members voted for national board reps. The national board was told of the lack of quorum (and the bad process used) not once but twice, by election teller Terry Goodman. Goodman’s two memos, the first indicating lack of quorum, and the second why the process used was inadequate, can be read at the links. Undaunted by facts, board chair Tony Norman appears to have unilaterally fired Goodman and sent the ballots to another former board member named Jack Van Aken, who released results.
The failure to seat PNB representatives from WBAI elected on January 26th is the subject of a legal action in New York, Bob Young vs Pacifica, that will be heard later this month after unofficial corporate counsel Dan Siegel requested a postponement one day before the previous hearing. Pacifica stands to greatly worsen its legal position if it tries to argue 11 board members is a quorum of 24 when 12 or 13 are not. (12 recognized local board members voted on 1-26, along with the first runner-up the Siegel/Brazonites won’t seat). The purpose for the majority’s impromptu ramming of the last-place finisher on to the local board is to prevent the independent faction in New York from having the one-vote majority they won in the 2015 election. The plaintiff’s attorney in Bob Young vs Pacifica has warned national board members they should not be meeting until Pacifica appears in court to answer the pending Order to Show Cause. Pacifica’s board has had no direct communication with unofficial corporate counsel Dan Siegel about the case, and does not know who will be filing a response on their behalf tomorrow. Interim ED Lydia Brazon claimed to have received a text message from Siegel that the OTSC should be ignored, but some board members appear wary of relying on alleged second hand text messages for legal advice.
As of press time, the Pacifica National Board was meeting without a quorum with only nine members present and pretending they have a quorum when they don’t.
Board members Grace Aaron, Jan Goodman, Bill Crosier and Jonathan Alexander have been persistent in their requests to the board majority to resolve the lawsuits by ending bylaws violations and not squander foundation resources fighting the lawsuits which request no damages or restitution from Pacifica besides correcting the board of directors roster so it has WBAI representation and all directors are elected.
A timeline of the now two year old coup by the Siegel/Brazon faction can be seen here.
Pacifica’s board embarked on a rush-rush bylaws amendment process, posting an announcement a week before completed bylaws amendment proposals were due. This made it virtually impossible for local station boards or unaffiliated listeners to submit amendments. The only proposed amendments came from the Siegel/Brazon majority after 4 proposals submitted by the independent faction were rejected because co-signers included elected WBAI directors the majority refuses to seat. The proposed amendments posted on pacifica.org include one wiping the requirement for delegate candidates to submit 15 member signatures in support of their candidacy, one keeping affiliate director seats vacant for the rest of the year if the original appointees resign and one that violates CA Corporations Code Sections 6311 and 6313 by restricting a directors ability to carry out directors inspections by the proxy of their choice. Despite being notified the last proposed amendment violates state law, the Siegel/Brazon majority has not removed it. None of the proposed amendments substantively address the flaws in the current bylaws.
Pacifica released an income statement for the 5 months ending February 29, 2016 in late April. The statement can be seen here. It appears to have numerous omissions, the most striking being the failure to accrue FY 2014 audit expenses in excess of $18K despite constant refrains by the CFO that the unfinished audit will cost six figures and Pacifica cannot pay the bill. If interested in a more comprehensive summary of the financial statement, click here. The financial statement was not sent to the board of directors until weeks after issue, causing some directors to publicly request if they could see it.
Pacifica’s FY 2014 audit, one of two which must be completed by June 30 to get back into legal and Corporation for Public Broadcasting compliance, is said to be delayed, not including payment problem, by the production of a cash flow plan for the next year and difficulty figuring out how much is owed to the Empire State Building on the 15 year tower lease for WBAI’s transmitter which runs through 2020. Pacifica claims to have been in highly closeted negotiations with the NY skyscraper for the past two years. The 2006-2020 lease agreement can be seen here.
At the April 19th finance committee meeting, Pacifica’s CFO suggested that $15,00 should be scooped from the stations to pay a development person for three months to try to raise foundation or individual donor money to pay for the FY 2014 audit. The request indicates Pacifica and the stations spent funds that were allocated for the annual audit. The lack of budgets for the current fiscal year (there are none at seven months into the year), has prevented plans to use any of the revenues of $4.5 million dollars (to date) to pay the audit fee of $75-$100K.
At KPFK in Los Angeles, a competing proposal was put forth by GM Leslie Radford, who wants permission from the national board to take out an unsecured loan of $80,000 from no one in particular to fill outstanding premium orders. Radford asked her local board to request blanket approval for a loan whose source she said she didn’t know and on no specific payment terms. Radford described the amount of premiums KPFK needs to buy to get current with unfilled orders as $70,000 in December, $45,000 in February and $80,000 as of mid-April. At an average cost of $10 apiece, the number indicates about 8,000 unfilled orders for the LA station.The lengthy KPFK local board meeting on 4/17 introduced station plans for 70 days of dawn to dusk fundraising between May Day and Labor Day due to disappointing results from “silent fund drives” Radford hoped would bring in $5K a day. Weeks into the experiment, the silent drive has not brought in $5K a week, much less $5K a day. (The total after two weeks was less than $3K). Radford also shocked some members of the board by stating it was “station policy” and “CPB rules” that member information could only be accessed by the station’s paid staff, in response to a question by board member Dorothy Reik about whether she could help publicize station fundraising events via Constant Contact. Radford appeared to experience total amnesia about her demand for full access to the KPFK membership database for unpaid volunteer coordinator and roommate Adam Rice, shortly after her arrival at the station in June of 2015. Radford’s report can be seen here.
The ongoing problems caused by the lack of professional human resources capacity appeared again when an ad for a business manager (a bookkeeper) for LA station KPFK asserted the candidate would have to pass a “fingerprint clearance”. The fingerprinting of job candidates is restricted by CA law to authorized agencies hiring people working with children, the elderly, or the disabled. The position, which is advertised as part-time on the station website at kpfk.org and full-time on pacifica.org, has been filled by temp agency employees for years, and at least one was accused of writing monthly checks to friends for hundreds of dollars
At KPFT in Houston, the local station board is in some disarray, canceling two consecutive meetings on April 13 and April 20, after listener delegate Maria Elena Castellanos resigned from the board and then attempted to take back her resignation three weeks later. Castellanos, who has had a poor attendance record, stated she was withdrawing due to eldercare responsibilities and she had completed her three year term. She was one of the 40+ delegates throughout the network who are overstaying three year terms that expired in December of 2015. Castellano’s replacement is former LSB member Kevin White, an independent candidate perceived by the majority Siegel/Brazon faction to be not in their camp. White objected to being told he was seated on the board followed by attempts to summarily unseat him shortly afterwards. Both Pacifica’s bylaws and Roberts Rules of Order indicate that resignation creates immediate vacancy and vacancy is filled via the next available runner-up from the current election or election in process. Castellano’s resignation statement on March 18 can be seen here.
At KPFA in Berkeley, a sudden program change was announced ending the station’s Monday to Friday Music of the World series (which ended up with one Saturday 2 hour segment weekly) and replacement with public affairs programming including Ralph Nader’s syndicated program, Bill Fletcher’s hourlong talk show from WPFW, Dave Zirin’s sports and politics show and more talk show hours for long-time host Kris Welch. The announcement, which was sent to staff on Sunday night at 5:00pm when the new programs began the next day at 11:00am, can be seen here. The move puts the station into an all-talk format M-F 6AM to 7PM and a no-talk format on Saturdays except for a 30-minute newscast put together by volunteers.
At WPFW in Washington DC, local station board member Eric Ramey informed the national election committee that to the best of his knowledge a lawsuit had been filed against the DC station, and presumably the Pacifica Foundation, by the station’s former local election supervisor, who found himself suddenly out of a job when the national board canceled WPFW’s 2015 election. Ramey’s disclosure, which has not yet been substantiated by any documentation, can be heard here. At least 4 national board members on the call confirmed they knew nothing of the matter. All pending litigation and threats of impending litigation are supposed to be promptly disclosed to the board of directors.
The lawsuit by WBAI programmer Gary Null against Pacifica for piracy and premiums fraud has been temporarily withdrawn due to lengthy and fruitless settlement negotiations, but conerns about the consequences for fund drive pitchers when premiums are not delivered, remains a concern. Null’s lawyer sent this April 8th letter to the long-time host expressing caution. Attorney Neil Greenfield stated:
“It is a matter of public knowledge that Pacifica has neglected to fulfill premiums in a timely manner and sometimes not at all. It is also a matter of public knowledge that actions in direct violation of the FTC rules have been permitted and at times even mandated by management. As a result, it will be difficult for someone participating in such fundraising drives to claim he/she was not aware of such facts”.
However “organizational darwinism” works out, it is looking like one ugly process. To remind you to keep laughing and keep fighting for a Pacifica Radio that can not only heal itself but also help to heal the world, take 30 minutes to enjoy this Twit Wit radio satire from way back in March of 2014 when Pacifica’s national office was occupied in an effort to keep the network from being dismantled.
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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.