Pacifica IED and Counsel Dan Siegel Stop Inspections Of Pacifica-WBAI Records

Pacifica IED and Counsel Dan Siegel Stop Inspections Of WBAI Records :: kpfalaborcommunity.net :: Make KPFA a Democratic Peoples Radio!
http://www.kpfalaborcommunity.net/index.php?name=News&file=article&sid=126



Date: Feb 16, 2008 7:18 PM

Carolyn Birden
Listener-elected Member, WBAI Local Station Board
WBAI Delegate, Pacifica National Board Elections Committee
Director pro tem, Pacifica National Board


Since the public session of the PNB meeting last night (2/15) at which this would probably have been an agenda item never took place, I am writing this brief report of an incident that occurred at the station (WBAI) on 2/14.

As Directors of the Pacifica Foundation, Joe Wanzala (KPFA) and I had planned a director's inspection to look at some financial records, among others, and Joe appointed Eve Moser as his agent to accompany me on the inspection. I was looking for information on many issues, including why our expenses were so high, what the protocol for signing checks was, how much the use of a "fulfillment house" to send out premiums was costing us, and what had been done to implement the latest WBAI Recovery Plan proposed by the CFO. In short, trying to "follow the money."

As a courtesy, I had attempted to notify Robert Scott Adams, the IGM, and Indra Hardat, the Business Manager, that I would be into the WBAI Business Office sometime during the week. (No such notice is required by the Bylaws, by the way.) Neither Adams nor Hardat, or her assistant Yvonne Singh, had any objections to my visit on Thursday Februrary 14th. Eve Moser joined me at the station and we were working in the Business Office for several hours. However, the JUC evidently had objections to our presence: Nia Bediako, either ignorant of the Directors' rights to inspect Foundation books or just afraid of what we might find, called Ms Singh to protest our presence (but declined to speak with me when I requested it). Adams summoned us into his office, and we were treated to a tirade by Dan Siegel, via speakerphone, to the effect that we had to stop the inspection, return the copies of materials that we had made, and, should we not do that, be banned from the station by the IGM. Nor, he said, could we return without the permission of the Chair of the PNB. . (The Chair of the PNB when consulted said that she had no knowledge of any legal basis for her to deny any Director the right to inspect.) Every single one of these fiats is not legal, by the way, and seem to have been made up on the spot.

A transcript of the conversation is attached to this message and copied below.

We (the Directors involved) are deciding how to address these violations of the Bylaws, and will give you a fuller report at some time in the future, but in the meanwhile, just so there is no misunderstanding, the relevant laws are appended below.

Until we decide on how to complete our inspection at WBAI, and perhaps at the National Office, I will not be saying too much more about this incident: feel free to write off list or call if you have questions As you can see, Siegel's assumption of imperial authority goes to the heart of the transparency and accountability that we fought for, and that the Bylaws originally sought to enshrine, It is clear that we are going to have to fight that fight all over again.

Two relevant citations:

from California Corporation Code (for nonprofits):
6334. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director.


from the Pacifica Bylaws (http://kewg.org)
ARTICLE TWELVE
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 3. DIRECTORS: INSPECTION RIGHTS
Every Director, or his or her designated agent, shall have the absolute right at any reasonable time to inspect and copy all of the Foundation's books, records and documents of every kind and to inspect the physical properties of the Foundation.

This is a recording on speakerphone with Dan Siegel, Robert Scott Adams, Eve Moser, an agent for Joe Wanzala, and Carolyn Birden, of a call taken in Adams' office at WBAI around noon on Thursday, February 14, 2008.

[preliminary comments]

rsa: Say what you just said, because I have both ladies here with me.

Ds: Who's there?

Cmb: Carolyn Birden, Eve Moser, who has a proxy from LaVarn Williams, Dan - [EM: Joe ] Joe Wanzala

DS: 1:14 First of all there is no such thing as a proxy.

CMB: Oh, yes, there is. We've been using themŠ

DS: This is not a point I am interested in arguing about.

EM: Neither ore we, Dan.

DS: Huh?

EM:: Neither are we. It's in the bylaws.

DS: Robert is instructed to prevent you from looking at records and is also instructed to take from you any copies of records you have made without proper authorization, and you are instructed to give him those records. If you want to make a request to view records, to copy records, you have to do that through the chair of the national board. It is not acceptable for people simply to walk into an office and make demands to staff. And Robert, I am asking you to instruct your staff not to allow this sort of inspection to take place, and I'm asking you to retrieve from these two individuals anything that they have copied without authorization, and uh they have their rights, but they should direct any request that they have to Sherry Gendelman, who is chair of the National Board. This is not a self-help operation, Where people can just walk in to the radio station business office and start going through files and inspecting records. I mean that's, really, uh, you know, Carolyn you should know better.

CMB: Dan, I do know better. We've been through this for over a year. The question is, do the bylaws mean anything or do they not? They say we have an absolute right.


DS: You can cut out with absolute right. There is a right and there is also a process. AndŠ

CMB: 3:00 Robert did offer us 24 hours, and we will be here in 24 hours, tomorrow at noon, if he needs 24 hours, that's fine.

DS: No, no, That's notŠyou have to speak with Sherry Gendelman, and I would ask that if you don't accept this advice that Robert just bar you from the station, period.

CMB: 3:18 Sherry has absolutely nothing to do with this. This has to do with the right of the directors to inspect and copy the Foundation'sŠ.

DS: I understand your position, I respectfully disagree with it, and I think you should have checked with people before engaging in a self-help operation and secondly, there is no such thing as a proxy. A director's rights are not transferable. Where could you possibly get that idea? The next thing you know, people will be sending people to national board meetings on their behalf.

CMB: If you read the bylaws, it does say, "or their representatives." We have used proxies before, and it has held up in court, it is quite legal, Dan.

DS: I don't know where it has held up in court. Can you tell me where it has held up in court?

CMB: Well, I'll have to look that up. I know there was a question last year, we sent in an attorney, and it was in fact held up, so I will look that up.

DS: 4:02. There is no time that this has even been raised in court, so that is not correct information.

CMB: Well, I'm sorry, maybe it was not in court, but an attorney did uphold our position.

DS: Well, there a thousand attorneys in California, and probably as many in New York and I'm sure you can find one who upholds your position.

CMB: And some of them actually read the Bylaws, Dan. Come on, we have BylawsŠ

DS: Anyway, I think you need to speak with Sherry.

RSA: Okay, Dan.

#

--

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
Carolyn Birden
Listener-elected Member, WBAI Local Station Board
WBAI Delegate, Pacifica National Board Elections Committee
Director pro tem, Pacifica National Board

All about elections at Pacifica:
http://radioactivist.net

mailto:cmcb007 [at] earthlink.net
212 932 2422
917 520 1268