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"Crisis in Pacifica - our choices for survival" agenda item at the November 19, 2016 KPFA

by Janet Kobren
A report on meeting "Crisis in Pacifica-our choices for survival" on 11/19/16
"Crisis in Pacifica - our choices for survival" agenda item at the November 19, 2016 KPFA LSB meeting
Statement of KPFA LSB/PNB Member Janet Kobren

Personal statement from Janet Kobren regarding the Pacifica "crisis" proposals presented at the November 19, 2016 KPFA LSB meeting

November 29, 2016

I am sad to have to write about what I see is a dangerous current running through governance and management within my own station, KPFA.

During the November 19, 2016 KPFA LSB meeting I stated my position on the Pacifica “crisis” proposals as a Pacifica Foundation Officer, the Pacifica National Board (PNB) Secretary and PNB Director (see below). It was my position that the KPFA LSB has no authority or standing to even consider such proposals and I registered that by stating “present not voting” during the roll call votes (see tallies on the proposals below; the proposals are also attached).

My comments that follow are based on my personal viewpoint.

The numerous proposals presented and voted on at the November 19th KPFA LSB meeting are a culmination of the SaveKPFA (SK) faction’s years-long effort for “local control” of KPFA. An earlier indicator was the establishment of the “KPFA Foundation” in September 2013. Another is that the SK LSB-majority and KPFA management have refused to recognize to this day the PNB’s determination in October 2015 that a $400,000 bequest check, made out to “Pacifica Foundation Radio” in March 2015 which was deposited into KPFA’s bank account, belongs to Pacifica. And at the KPFA LSB’s 2015 November meeting, several SK LSB members and the KPFA business manager even talked about the need for KPFA to “protect” itself from Pacifica.

And now we see the influence on the KPFA LSB by “The Crisis Group” (TCG) that was established in early 2015. TCG is an unofficial, self-described ‘cross-factional’ group of self-selected or invited individuals that includes some elected listener and staff KPFA LSB members and some non-elected listener and staff members. The ‘cross factions’ refer to the two major factions at KPFA, SaveKPFA (SK) and United for Community Radio (UCR). Note that I had been allied with UCR but I currently serve on the LSB as an independent, the only KPFA LSB member not affiliated with a faction.

It is TCG that came up with the set of KPFA-centric proposals the KPFA LSB Chair and TCG co-founder Carole Travis brought to the KPFA LSB to consider at its November 19th meeting to deal with the “Crisis at Pacifica”. You can see more details on TCG below.

I considered all of the proposals to be out-of-order for an LSB and they should have been ruled as such. And to me, by focusing on these proposals the KPFA LSB is being derelict in carrying out its bylaws-defined responsibilities. I might add that even if the proposals had not been out of order, I could not and cannot support any of them because they are all based on incomplete and mis-information that has been spun (knowingly or not) in many different directions by some in the two local factions, TCG and also by other individuals in ways that feed a scorched earth perspective and tactics. In addition, they go against what former Pacifica Corporate Counsel Andy Gold presented to the PNB at its January 28, 2012 Regular Quarterly Meeting regarding the “rules of the road” when it comes to nonprofit board responsibilities and fiduciary duties. He said, “Under the duty of loyalty, directors owe an undivided allegiance to the organization’s interest which means they must not use their positions to further their own interests or those of another person or entity unconnected with the organization. The duty of loyalty also requires that directors act to further the best interests of the organization as a whole and not merely for the benefit of a particular constituency.”

The proposals that to me either unnecessarily sacrifice one or more of the other Pacifica sister stations to "save" Pacifica or they have the KPFA LSB “save” KPFA using an already formed or to-be formed 501(C)3 or entirely break up the network as we know it. They advocate imposing their KPFA-LSB “solutions” on other Pacifica sister stations without having consulted any of them or other KPFA stakeholders. The KPFA LSB has been violating the bylaws and Roberts Rules for a long time, thumbing its nose at the PNB.

I urge those who read this to not get caught up in the various post-truth arguments from the various forces attempting to influence the KPFA LSB and PNB that reflect a KPFA-centered arrogance, but instead think for yourself and do your own independent research and fact-checking.

In so doing you’ll be surprised and relieved to learn that through honest efforts Pacifica has a future in an otherwise bleak U.S. political landscape.

~ Janet Kobren

———————————

“Crisis in Pacifica” proposals the KPFA LSB considered at its meeting on November 19, 2016:

Note that late on November 17th, two days prior to the meeting KPFA LSB Chair Carole Travis emailed six files to the KPFA LSB listserv, five of which were proposals and the sixth was titled Crisis in Pacifica Overview that contained “Proposals and Documents” drafted by a ‘cross factional’ group, a moniker that has been used instead of “The Crisis Group” (TCG) which is what it is commonly known as in the KPFA community, hidden in the overview document.

Two of the five hard-copy proposals distributed by Travis at the November 19th meeting were different from the documents she had sent out on the 17th. One notable difference was the Proposal #4: Proposal for LSB to Establish a 501(c)3 (see description below) for which the title had changed from “Proposal for bringing to Life The KPFA Foundation" to “Proposal for Bringing to Life a 501(c)3 Foundation As An Available Safety Net To Catch The License And/or As A Way To Ensure KPFA’s Financial Stability”. Another change was in Proposal #3: Saving Pacifica - KPFA Assumes Debt (description below) found in the last two paragraphs of the November 17th version. And not only was no hard-copy distributed at the meeting, that of Proposal #5: Lawsuit Proposal (description below based on the November 17th version), but no time was given for LSB members to carefully read through the others.

The Crisis in Pacifica Overview document contained the following listings:

Proposals KPFA LSB Could Send to Pacifica National Board (not mutually exclusive choices):

• Pacifica Recovery & Restructure Plan - Signal Swap, Pay Debts, Build Common Ground - salmon paper

• Saving Pacifica: Signal Swap and Major National Board Restructuring - green paper

• Saving Pacifica: KPFA Assumes Pacifica Debt - yellow

• The KPFA LSB could design its own proposal

In addition, options have emerged whereby the KPFA LSB can take action independent from the PNB. These are:

Independent Actions the KPFA LSB may consider taking: (not mutually exclusive choices):

• Take a position on one or more of the proposals described above, and forward them to the PNB

• Take a position that all of the proposals should be forwarded to the PNB for it’s consideration and action

• Go to the California Attorney General Office for an intervention to save Pacifica or KPFA with a Special Master

• Set up a safety net 501(c)3 Foundation – lavender paper. A safety net organization to receive the license to broad cast in the event of collapse, dissolution, or acceptance of the plan #3 (above) that makes KPFA an independent affiliate of Pacifica holding our own license and operating in exchange for assuming Pacific’s debt.

• Legal Avenues: Proposal to Force Reorganization of Pacifica by filing a Superior Court Action to Dissolve Pacifica – pink paper. Go to Court to initiate a process to get things accomplished, not through the courts, but to force the PNB to the bargaining table.

———————————

Janet Kobren’s statement on the Pacifica "crisis" proposals at the November 19, 2016 KPFA LSB meeting:

@45:36 into Part 2 of the audio archives of the November 19, 2016 KPFA LSB meeting (https://kpftx.org/archives/pnb/kpfa/161119/kpfa161119b.mp3), KPFA LSB member Janet Kobren who is not affiliated with either the United for Community Radio (UCR) or SaveKPFA (SK) slates says:

Being a Pacifica Foundation Officer, the PNB Secretary and PNB Director, I am bound by the bylaws and the law to preserve the Pacifica Foundation. I also have an obligation to let the LSBs know that LSBs are not autonomous entities and remind them of their duties.

Article 7, Section 3 of the bylaws states that, “Each LSB, acting as a standing committee of the Foundation's Board of Directors, shall have the following powers, duties and responsibilities related to its specific radio station, under the direction and supervision of the Foundation's Board of Directors” and spells out “Specific Powers and Duties” of LSBs.

You might note that Article 7, Section 4 of the bylaws states the following: “By resolution, the Foundation's Board of Directors may delegate any other corporate powers it deems appropriate to an LSB with regard to that specific radio station.”

That section further states the following, “Any and all actions, resolutions and policies taken or adopted by an LSB may be overridden by a majority vote of the Directors if said action, resolution or policy is found by the Board of Directors to be adverse to the mission and/or charitable or business purposes of the Foundation, to exceed the power or authority granted to said LSB or to be inconsistent with these Bylaws, the Articles or applicable laws and regulations.”

Accordingly, “The Crisis Group” which is not a part of the Pacifica structure but instead it’s a set of self-selected individuals, can create a 501c3 nonprofit as individuals or as that group, however the LSB cannot create a 501c3 nonprofit in its station’s name since the PNB has not authorized an LSB to do so.

Also remember that when each of us ran and then were elected to the LSB or replaced someone who was, we had pledged to abide by existing Pacifica policies and its bylaws. So until any of that changes we are bound by our pledge.

———————————

Information about “The Crisis Group” (TCG) and my stand on it

All TCG founders are from the Bay Area. You can see TCG’s “Pacifica’s Crisis: A Call for Action and Unity” website at http://www.pacifica2015pledge.org. A “Pacifica Unity Pledge” is included, however the website doesn’t seem to have been updated since last year. TCG founders are:

• Aileen Alfandary (SK) [KPFA News co-Director],

• Virginia Browning (UCR) [former KPFA LSB listener member],

• Susan da Silva (UCR) [former KPFA LAB listener member],

• Peter Franck (UCR) [lawyer, former Pacifica National Board president (1980-84)],

• Adrienne Lauby (UCR) [KPFA unpaid staff member and member of the Unpaid Staff Organization (UPSO) Council],

• Nicole Milner (UCR) [KPFA listener sponsor],

• Lewis Sawyer (SK) [newly seated and also former KPFA LSB unpaid staff member],

• Sally Sommer (UCR) [KPFA listener sponsor],

• Carol Spooner (UCR-leaning) [lawyer, Lead Plaintiff, "Listeners Lawsuit" to remove the old Pacifica Board (1999-2001), former Pacifica Foundation Board Member and Secretary (January 2002- January 2005), former KPFA LSB listener member],

• Brian Edwards-Tiekert (SK) [no need for further description],

• Carole Travis (SK) [KPFA LSB Chair (Listener),

• Margy Wilkinson (SK) [no need for further description]

Janet Kobren was invited to join this group in early 2015 and turned the invitation down. It was her position that for her to have worked on the TCG project while being a sitting Director and PNB Secretary she would have had to resign from the PNB. To her, going to outside forces (the courts or the AG’s office) to solve Pacifica’s problems contradicts and would have compromised her duty of loyalty to the Pacifica Foundation. She chose to remain on the PNB to fix Pacifica internally and has functioned as an independent, not affiliated with any PNB faction.

———————————

Below are the proposals and a related motion that were considered and voted on during the meeting including the vote tallies. The proposals are attached and can be cross-referenced with the above listings and descriptions.

Proposals KPFA LSB Could Send to Pacifica National Board

Proposal #1: Pacifica Stabilization - swap and common ground

Kobren summary: This one would have the membership vote on a WBAI signal swap and also temporarily convert some of the stations into repeater stations. It would hire and give “broad powers” to a “short term” ED and also hire a CFO (with no explanation regarding who would do the hiring and where the money to pay them would come from). And it would also initiate a facilitated consensus-building process to build “common ground” which if unsuccessful, Pacifica would be dissolved.


Proposal #2: Saving Pacifica Signal Swap and Major Board_Restructuring

Kobren summary: This one also involves a WBAI signal swap. It also would restructure Pacifica’s Governance and Management structures with “strong” central management that would have “serious powers” and “no more micro managing” by what would be a smaller PNB. Programming would be improved to increase listening audience with no criteria for such improvements. An option of a temporary repeater station is included. And it contains some proposed bylaws amendments including one where "The term of a Director shall be for four (4) years. A Director may serve no more than three (3) consecutive terms”. But overall no really significant recommended bylaws revisions are included.


Proposal #3: Saving Pacifica - KPFA Assumes Debt

Kobren summary: This appears to be a move for KPFA to secede from Pacifica in order to save Pacifica. KPFA would somehow assume Pacifica’s debt, be given title to the KPFA and PNO property, and be issued title and responsibility for the Pacifica Radio Archives. The document distributed at the meeting was a revised version of what was sent to the KPFA LSB on November 17th.


Proposals brought to the floor

@1:14:42 into Part 2 of the November 19th KPFA LSB meeting audio archive (https://kpftx.org/archives/pnb/kpfa/161119/kpfa161119b.mp3), Sharon Adams moves the following:

Sharon Adams moves the following:

Motion to forward the three proposals [in the above category] to the PNB

[Kobren requests a roll call vote on any of the votes; Travis responds saying, “That’s so we can be sued”.]

==> Vote Tally:
YES (8): Sharon Adams, Craig Anderson, William Campisi, Sabrina Jacobs, Tim Lynch, Carole Travis, Barbara Whipperman, Burton White
NO (1): Anthony Fest
ABSTAIN (1): Sasha Futran
PRESENT NOT VOTING (1): Janet Kobren
NOT PRESENT (14): Jose Luis fuentes, Yuri Gottesman, Kate Gowen, Mark Hernandez, David Lynch, Joy Moore, Samsarah Morgan, Scott Olsen, Lewis Sawyer, T.M. Scruggs, Frank Sterling, Ramsès Teón-Nichols, Margy Wilkinson, Rych Withers (Associate representative
Vote Count: 8Y/1N/1A/1PNV

Motion APPROVED

[Note that the body is still in a Delegates Assembly. After all the proposals were discussed, Travis adjourns the Delegates Assembly, reconvenes the LSB and asks if the vote were retaken as an LSB would it be the same. One person says yes and she accepts that as a voice for the whole body.]


Independent Actions the KPFA LSB may consider taking

Proposal #4: Proposal for LSB to Establish a 501(c)3

Kobren summary: Per Travis, in the case that Pacifica is dissolved, this is a way to pass some of the assets to a nonprofit organization that has a similar mission, and this 501(c)3 would have an identical mission and “have something in place” (a “safety net”).


Proposal #5: Lawsuit Proposal 11-14-16

Kobren summary: This is a proposal for an involuntary reorganization of Pacifica by filing a Superior Court action to dissolve Pacifica. It explains who the plaintiff(s) would be, including the "KPFA LSB representing about a 1/3 of the membership would be the plaintiff, or rather the chairman of the KPFA LSB would probably be the actual named plaintiff suing on behalf of the KPFA LSB which, in authorizing the lawsuit, acted on behalf of 1/3 of the membership” and if necessary, claims the AG would likely agree to become a named plaintiff. It includes a court-ordered mediation process such as the one described in the above Crisis in Pacifica Overview, likely leading to the breakup of the network. According to KPFA LSB Listener member William Campisi, what this is about is If there is “no movement by the PNB” to agree to meet voluntarily with the KPFA LSB, then this is a way to force the issue by filing a dissolution action under CA Corp Code 6510. But the idea is not to dissolve Pacifica but to force the parties to meet and confer and try to resolve the issues surrounding Pacifica.


Proposal #6: Go to the California Attorney General Office for an intervention to save Pacifica or KPFA with a Special Master

Kobren summary: No document was distributed on this.


Once the presentations of the above possible independent actions were over, Chair Travis goes back to the above Proposal #4: Proposal for LSB to Establish a 501(c)3.

@1:48:33 Travis herself makes the following motion (a second version of her motion):

[Note that a Chair is not supposed to make motions unless (s)he steps aside and has someone else chair the meeting. This did not occur. Also note that Whipperman suggested the 501(c)3 be named the Thompson/Hill Foundation.]

The KPFA LSB sets aside a task force to explore the potentials and the legal ramifications and the possibilities of establishing a living 501(c)3

==> Vote Tally:
YES (8): Craig Anderson, William Campisi, Sasha Futran, Sabrina Jacobs, Tim Lynch, Carole Travis, Barbara Whipperman, Burton White
NO (1): Anthony Fest
ABSTAIN (1): Sharon Adams
PRESENT NOT VOTING (1): Janet Kobren
NOT PRESENT (14): Jose Luis fuentes, Yuri Gottesman, Kate Gowen, Mark Hernandez, David Lynch, Joy Moore, Samsarah Morgan, Scott Olsen, Lewis Sawyer, T.M. Scruggs, Frank Sterling, Ramsès Teón-Nichols, Margy Wilkinson, Rych Withers
Vote Count: 8Y/1N/1A/1PNV

Motion APPROVED


@1:52:02 Travis makes another motion, again without stepping aside, as follows:

That we have a task force from the KPFA LSB to work on setting up a Town Hall meeting on all of these questions of the crisis in Pacifica for the Bay Area

==> Vote Tally:
YES (9): Sharon Adams, Craig Anderson, William Campisi, Sasha Futran, Sabrina Jacobs, Tim Lynch, Carole Travis, Barbara Whipperman, Burton White
NO (0)
ABSTAIN (1): Anthony Fest
PRESENT NOT VOTING (1): Janet Kobren
NOT PRESENT (14): Jose Luis fuentes, Yuri Gottesman, Kate Gowen, Mark Hernandez, David Lynch, Joy Moore, Samsarah Morgan, Scott Olsen, Lewis Sawyer, T.M. Scruggs, Frank Sterling, Ramsès Teón-Nicholss, Margy Wilkinson, Rych Withers
Vote Count: 8Y/1N/1A/1PNV

Motion APPROVED
by Adrienne Lauby
Janet says: "you’ll be surprised and relieved to learn that through honest efforts Pacifica has a future in an otherwise bleak U.S. political landscape."

I'm sure many people would be very happy to hear about such honest efforts and whatever strategy Janet sees as giving Pacifica a future.

Until there is such a report and its solutions are credible, I will continue to see Pacifica as an institution that has fallen off the cliff of stability. Whether it falls in a disastrous crash or is able to land in a way that preserves the stations licenses, will be decided on whether Pacifica's national community can act quickly to consider and decide on one of these plans. I support the plan that includes a network-wide facilitated attempt to find common ground.
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