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Pacifica Dinner Party RIP
by Repost
Monday Mar 16th, 2020 12:19 PM
What will happen to Pacifica if these proposed corporate bylaws are passed?
Pacifica Dinner Party

Pacifica Bylaws-On the vote to end the experiment in listener voting democracy at Pacifica Radio Network

by Marc Sapir
1. A small group led by Carol Spooner has demanded (in a Court action) that you vote a replacement set of by-laws to govern the Pacifica Foundation and its radio stations (including KPFA). They have not called for specific modifications of the current by-laws in force (originally written by the same Carol Spooner herself in 2000) or on-air or public discussion of modifications but instead want the existing by-laws to simply be replaced by ones they now champion. Certainly the old by-laws need modification but Spooner et al's effort prevents any chance for an open Amendment process to occur. Each of the 5 local Station Boards voted to reject this blatant power move. The national board overwhelmingly opposed the new bylaws, and in an effort to get time for more careful deliberation made sure the local boards voted (as they each did, rejecting the new bylaws). That should have delayed the timeline for listener voting for a year. Spooner and her group went to Court and a judge overruled the National and Local Boards and required a vote by the listener/sponsors of every station now. We believe it's important that people who care to preserve the character of the network and their local station's autonomy should definitely vote in this Court-mandated election. WE RECOMMEND THAT YOU VOTE NO.
2. The new bylaws proposal installs immediately, 6 pre-picked people, who would compose a permanent un-elected majority on an 11-person board, free to operate the Foundation as they please, having an absolute majority. They can establish the board quorum of 6 entirely by themselves. These permanent directors require no consent by the member-elected portion of the board (5 seats - 1 from each station signal area) for any board action. These new by-laws prohibit local station representatives on the National Board from serving as the board chair or board treasurer. Only the pre-selected directors can chair the board or serve as the treasurer. In this model, listener rep votes on any decision of the Board would be merely symbolic whenever the permanent reps vote as a block. (it's reminiscent of the Mary Francis Berry putsch back in the late 1990s which Spooner and almost all listeners opposed).
3. Spooner and her collaborators sent their proposal to 47,000 Pacifica members and 1%-2% assented. Those respondents also appointed 6 individuals and 3 alternates as fixed and presumably permanent National Board members. Of those 9, three have dropped out since the proposal was floated in September. Of the 6 remaining, only 2 have broadcast media experience. Of the 6, none are located on the Eastern seaboard where Pacifica maintains WBAI-FM in New York and WPFW-FM in Washington DC., 2 are associated with the smallest station (Houston).
4. The new by-laws would eliminate any representation for the now over 200 local public radio stations around the country that have affiliated with Pacifica and carry some of its programming.
5. The quorum for future changes to the bylaws including station license sales (which some of the litigants threaten), has been dropped from 10% to 5%.
6. Conflict of interest rules for board members have been changed so that claims that station directors have a "personal interest" in a board decision can prevent them from voting. Conflict of interest exclusion may sound reasonable but it is the way that a temporary Executive was recently able to disqualify the WBAI Station Board representatives on the National Board from voting when he decided to fire everyone at WBAI out from under the listeners, the staff, the Board and the Station management and temporarily closed that station. His decision was overturned in the New York Courts and he was fired, but these new by-laws will legalize that type of putsch against the members, staff, and elected representatives of any station.
7. Recall petition signature standard drops from 2% to 1%. Signal areas will have to entertain recall attempts of their sole elected director if 1% of the members so request. It could herald an open war between factions to recall opponents.
8. Member petition signature requirement remains at 1% of members. Retaining this absurdly low requirement (which is one of the things in the existing bylaws that should be changed) allows any group of 500 people nationwide to compel the Foundation to spend $50,000 to $100,000 on a special election at any time.
9. Automatic indemnification is added for "former directors or officers." Bylaws add automatic indemnification against lawsuits for all former directors or officers, compelling Pacifica to pay for a legal defense for any former member of the board of directors or ED or CFO who is sued in a lawsuit related to Pacifica activities even after they have left the board or the ED position. The costs for this are potentially staggering.
10. Nomination period for station directors is December 15 to January 15. Local elected director nominations will be solicited only during one of the busiest times of the year when many people have significant family responsibilities and out of town trips and members will be inundated with fundraising appeals and many ignore their email boxes.
11. We urge that you vote NO on a referendum that will end the experiment in Listener/Sponsor democracy in governance of Pacifica. The proponents have short-circuited dialogue and proposed a snap ultimatum. These are not the values a community-based membership organization should espouse. The current by-laws that Spooner originally wrote are clearly not working well; just as the US Constitution has also failed us in several ways. But should we throw the baby out with the bath water? The referendum asks you to do just that--allow a small but well-organized group, whose proposal was drafted privately never vetted/critiqued or amended beyond this private group before being thrown at the listeners for a vote, to impose a permanently un-elected national board majority. VOTE NO, AND PLEASE DO VOTE.
12. Related bombshell danger: The County Tax Collector has given public notice of intent to auction off KPFA's building at 1929 Martin Luther King Jr. Way in March for failure to pay 7 years of real estate taxes. An allegation has been made that the continuing failure to pay the taxes (now owing over 600 thousand dollars) despite regular demands for payment is intended to force the Pacific Foundation into bankruptcy, allowing very wealthy former members of the local KPFA Station Board to simultaneously buy up the building and the 100 million dollar (estimated) license both at bargain prices. Were this to occur it would simultaneously destroy the Foundation, the Network, any listener based governing structure and the independence of KPFA from major financial donors. Interested listeners can call station manager Quincy McCoy at 510-848-6767 ext 203 and demand that KPFA recover owed money from the San Francisco Foundation, pay the taxes and avoid the auction immediately.

KPFA Debate On Pacifica Bylaw Proposals & Corporatization of Pacifica
Corporate type bylaws are being proposed at Pacifica that would eliminate the right of the staff workers from participating in any governance. This debate which was held on 3/10/20 at KPFA outlined some of the issues.
The new proposed bylaws also deleted the present principles of Pacifica.
"The Foundation is committed to peace and social justice, and seeks to involve in its governance and operations individuals committed to these principles
The Foundation is committed to diversity and inclusion of all nations, races, ethnicities, creeds, colors, classes, genders, sexual orientations, ages and people with disabilities in its programming, staff, management, committees and governance.
These were deleted by the proponents of the bylaws without letting the membership know.
WorkWeek is against these reactionary bylaw changes at Pacifica which will corporatize the network. Our show WorkWeek, the only labor show in Northern California was unilaterally removed by KPFA manager Quincy McCoy from KPFA on January 13, 2020.
A petition has been developed to call for the return of the show.
Additional info:

Vote NO in the Pacifica Bylaws Election
Dr. James McFadden, KPFA LSB
Sunday March 15, 2020 - 02:33:00 PM
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Let me begin by saying that I am new to the Pacifica Radio Network struggles. I decided to get involved because I could see NPR (National Propaganda Radio) shifting to the Right with its corporate sponsors and I did not want Pacifica or KPFA to follow suit. I was elected to the KPFA Local Station Board (LSB) in early 2019. Since then I have witness up-close the disasters that the advocates for these bylaws have inflicted on Pacifica using Shock Doctrine tactics. These advocates seem to have been struggling for control of the Pacifica Network for decades and their actions over the last year appear to be a last ditch attempt to either wrench control of Pacifica for themselves, or take Pacifica down. Don’t let the advocates of bylaw-change use fear to sway you. They use narratives to pit one station against another – or to pit management and privileged staff members against other staff. These are divide and conquer tactics that elites have always used to control us. Please remember that Pacifica has always been different – and experiment in community radio and democracy.

The central problem of the proposed bylaws is their anti-democratic nature.

“The fundamental principle of democracy is that those who are affected by a policy must be the ones who articulate the issues of that policy.” (ProDemocracy Project) In this case, those affected are station staff and listener-members.

Instilling democratic oversight of Pacifica was fundamental in drafting the current bylaws which took years to work out. The proposed bylaws, drafted in secret by a minority faction last spring, are specifically designed to give majority rule on the Pacifica National Board (PNB) to directors hand-picked by the faction that caused havoc over the last year. Under the proposed bylaws there will be no representation on the national board by staff, and Local Station Boards will be dissolved. The supporters claim there is a need for a professional class to make decisions that affect you – that your input is not needed.

The six appointed “at large” directors would constitute a self-selecting majority who will perpetuate elitist top-down control of Pacifica. The five elected station directors would always be a minority, unable to defend station’s rights or staff’s rights. Elected members would also be excluded from key PNB offices. In other words, the elected members would be a façade of democracy – a window dressing for a permanently self-selecting PNB majority.

Consider the following points.

The unelected board majority will evolve over time as some directors leave and as the remaining directors appoint like-minded replacements. Did you catch that – the way the substitute bylaws are written, when an at-large director resigns, the others get to choose a replacement with no election!! This will result in monolithic thinking and decision making that does not reflect problems at the station level, or the values of the listener members. The new board will be self-isolating – the at-large directors don’t even have to live in a city that has a Pacifica radio station!

There was no vision statement from the proposed at-large directors on how they will direct changes in Pacifica or solve its problems. These individuals have no record of operating within the Pacifica Network. We must assume their establishment credentials naturally make them suitable for running a radio network – that they are professional decision makers. There is an assumption that the new directors have no need for connection or experience in radio because they deal with budgets -- and that professional management will make all the technical and content related decisions. This is a recipe for a board out of touch with daily activities at stations and in the communities.

These hand-picked directors were selected by a particular Pacifica faction that has been battling within Pacifica for control for decades. Therefore, the only way to predict how these hand-picked directors will run Pacifica is by examining the record of that faction. I will limit that description to my experience over the last year. Members of that faction gained control of the National Board (PNB) personnel subcommittee and exited the Pacifica Executive Director (the CEO of Pacifica) then recommended the hiring of a new Executive Director who within weeks shut down the New York station WBAI during its fund drive without authorization of the National Board, laying off the union staff. Subsequent to that station takeover, members of this faction shut off microphones during a PNB meeting in order to silence their opponents and rig a vote to support the shutdown (a vote which was subsequently overturned by the full PNB). They followed these actions with a lawsuit that cost Pacifica resources and attempted to stalemate the PNB. The nature of these “win at all costs tactics”, was revealed in a fund raising letter from that group that stated: “Without legal action from us, if we lose NY lawsuit and fail to bring the national board to a standstill, everything will likely come crashing down fast ... Either we will win the bout and rapidly grow and step up or a Pacifica will undergo a rather quick demise. No more endless status quo.”

Lastly, this group proposed these bylaws that do away with Local Station Boards (LSBs) in the middle of a LSB delegate election, disrupting the election process. In addition, members of this faction attempted the removal of KPFA PNB director Tom Voorhees, who was not part of their faction, while Tom was running for the KPFA LSB. They attempted this action without stating reasons for his removal.

But let’s go back to problems with these proposed substitute bylaws …

There will be no LSBs tasked to watch over station management and to ensure that the stations serve the local community, and protect staff and programming content. LSBs are the community representatives – they give the community a voice. Instead, the General Managers will answer only to the Executive Director creating a truly top-down organization – a far cry from the grass-roots community station envisioned by Pacifica’s founders and enshrined in the current bylaws.

The threshold for changing bylaws will also be lowered. Only a 5% member vote would be needed for quorum to change the bylaws or sell off assets including stations! That is frightening.

The proposed bylaws doubled the cost of becoming a listener member or require 5 times the hours of volunteer work. In times where more and more people are marginalized by society, where oppression is growing, where voter disenfranchisement is rampant, why should Pacifica marginalize its listeners.

As indicative of a corporate thinking, the proposed bylaws removed the vision statements for Pacifica. They left out the “Identity and Purpose” in Pacifica’s bylaws because lawyers told them they were not needed. They left out our commitment to peace and social justice, our commitment to diversity and inclusion. That is very telling.

The bylaw advocates argue that the PNB is dysfunctional and I would agree – and those advocates are part of that dysfunction. I almost think some of the bylaw supporters have been in a battle over control of Pacifica for so long that at this point they only care about winning -- they are incapable of compromise and working together. Changing the bylaws, changing that structure, will install these dysfunctional people’s hand-picked directors which will give them control of Pacifica What they need to do is let go and make way for a new group of directors who are not stuck in past conflicts.

Both sides of this issue claim they want to save Pacifica using different methods. The difference lies in the vision of what Pacifica is. Is Pacifica merely another radio corporation, not so different from NPR? The advocates claim they don’t want corporate funding, but when push comes to shove how will these new unelected directors respond? Is the primary concern here a managed budget that allows select shows, or select stations, to continue under new corporate management? Or is Pacifica something different? Is Pacifica going to remain community radio and corporate free – a coalition between Pacifica staff who perform the essential work and listener members who fund that work? Will Pacifica management retain its intimate ties to the community and to staff? Or will Pacifica adopt the top-down corporate-management model where staff will lose their voice in how the station operates? If you are against the anti-democratic top-down management structure, then VOTE NO on the bylaws.

Dr. James McFadden is a research physicist at UC Berkeley and was elected to the KPFA LSB in early 2019. He ran for the LSB out of concern that Pacifica would go corporate like NPR. He is a member of the Alameda Green Party County Council and belongs to half a dozen local political groups.

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