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Indybay Feature
Help Pacifica- Support the New Bylaws- Do Sign the Petition!
by Akio Tanaka
Saturday Aug 29th, 2020 8:51 AM
“… it would be beneficial for the Foundation to review its Bylaws and consider any revisions to simplify them and encourage more productive meetings….”
Recently there have been many posts opposing the new Bylaws referendum.
They warn:
- “a top down corporate bylaw proposal is now being pushed at Pacifica who lost another.”
- “DO NOT SIGN THE "NEW DAY PACIFICA" SAME OLD ANTI-DEMOCRATIC AGENDA PETITION“

Also, the Pacifica Foundation sent out an email telling the members that things are under control and list the accomplishments of the current Board.

—----
Is the new Bylaws ‘corporate’ and ‘anti-democratic’?

People should hear out both sides before making judgement. People can find out about the New Day Pacifica (NDP) Bylaws at: https://newdaypacifica.org
You will find that the Board under NDP Bylaws are neither ‘corporate’ nor ‘anti-democratic’.

The main difference with the current Bylaws is how the Directors are elected.
- Currently the Directors are elected by the Delegates who are first elected by the members, which is akin to our Electoral College system.
- With the NDP Bylaws, 11 Directors are directly elected by the members they represent, and 1 affiliate Director is chosen by the Association of Affiliates, rather than being chosen by the Board.
- The 12 Directors, then select 3 at-large Directors to bring experience and expertise that elected Board members might not have but the Board needs.
- Since the 12 Directors, who are democratically elected by the members, have a super-majority, the Board is hardly ‘corporate’, ‘anti-democratic’ or ‘self-selecting’.

-------
Is the Pacifica governance working?

Although it is encouraging to hear ‘Some Good News from Pacifica’, to get an accurate picture of the state of the Foundation, the members also need to hear from some disinterested, knowledgeable outside source.

Pacifica’s current auditors, Rogers & Company, made the following recommendations:
“… it would be beneficial for the Foundation to review its Bylaws and consider any revisions to simplify them and encourage more productive meetings….”
“…it appears that the Foundation and its several stations would benefit from changes designed to achieve a more productive governance process. We believe that all divisions should restructure their Boards with fewer members, which would hopefully reduce the number of disparate voices and result in more effective governance. Bylaws should be re-written to be more effective, restrict voting participation, and restrict impediments to efficient Board actions and procedures. The current process lends itself to protracted and unproductive discourse between participants.”

Auditors, who are disinterested, knowledgeable outside parties, have been saying for years that Pacifica needs to change its governance.

—-----
The threat to the Foundation and WBAI is not the new Bylaws. The threat is the current Bylaws.
The dysfunction of the Board is not the fault of the Board members, who are all dedicated to the Pacifica Mission. The dysfunction is the result of the current governance structure, which has prevented iterations of our Board from understanding what was developing and taking needed action in timely manner.

As with anything new, people will object to the changes; however, we should heed the advice of our auditors. They deal with many organizations, and know what functioning organizations have, and what dysfunctional organizations lack.

I used to be aligned with people who are opposing the new Bylaws. I changed my position after serving as the Secretary of both the PNB and the Audit Committee in 2017, where I observed the dysfunction first hand.

Become familiar with the provisions of the NDP Bylaws. It is a workable compromise.
If you agree, help Pacifica and sign the petition at: https://newdaypacifica.org


by repost
Saturday Aug 29th, 2020 11:24 AM
THERE THEY GO AGAIN
AUGUST 21, 2020 PACIFICA IN EXILE

Aren’t You Dying To Vote on Another Set of Bad Replacement Bylaws?

Berkeley – With so much of importance going on in the world right now, about the last thing in the world we want to do is trouble you with Pacifica’s internal shenanigans. And we understand that you really don’t want to focus on this right now. And you shouldn’t have to. Pacifica and its board members should be lasar-focused on providing you the alternative information you want to help make sense of the world. Sadly, some of them aren’t. They are focused on themselves and their power dynamics.

But here’s the good news. You don’t have to focus on it. This is literally an email requesting you to do absolutely nothing. All you have to do is not sign a new bylaws petition asking you to force yet another bylaws election. Corrections made after the last disaster that was rejected overwhelmingly have raised the threshold for a bylaws petition from 1% to 5% of the members. You can literally save Pacifica $100,000 dollars and save yourself from poring over 58 pages of new bylaws. Yes, hard as it may be to believe, these new proposed bylaws are even longer than the existing ones.

We understand that some of you will want to do your homework. So as we did last time, we will send you a point by point analysis of the changes that are proposed when we’ve had a chance to fully review it. (The new bylaws proposal doesn’t tell you what was crossed out or added, so it is a ponderous process of comparing the text paragraph by paragraph for dozens of pages). But we didn’t want to wait to tell you about it. Honestly, it’s fine with us if you never bother to read it all. Because even if these were the best bylaws in the world – and they are not – you still should not sign this petition.

Before briefly discussing the merits, there is a question of process. Why on earth shouldn’t any bylaws proposal wait until the next election in the summer of 2021 when it can be sent out at no additional cost in a regularly scheduled election? Who has an extra $100,000 (for the 2nd time in a year) to pay election staff, election contractors, lawyers, not to mention all those requests for donations you will get from proponents and opponents? Who wants to get for and oppose emails daily – again – especially right in the middle of one of the most consequential political elections of our lifetimes? Who wants the energy of Pacifica’s staff going to touting bylaws proposals when earthshatteringly important things are happening every day, much of it misreported by the mainstream media?

You were told the last time we engaged in this merry-go-round that Pacifica would collapse if you didn’t immediately install a bunch of handpicked people. You didn’t fall for it. Yes, there are financial stresses. Always have been at Pacifica. Back in 1994 when the whole foundation had less than 8 million dollars in income and lost $339,000 and in 2018 when the whole foundation had 11.6 million dollars in income and lost $7,800. Bylaws don’t make money. And in this case, they cost money.

So what’s on the table this time? More handpicked directors. This time, they are:

* Sharon Kyle, the owner of the LA Progressive, an online news site in LA which has had its own financial struggles,

* Jan Goodman, a current director, also from LA, who has already served six consecutive years on the Pacifica National Board and would have to step down at the end of the year, but is proposing via these new bylaws to serve for another 3 years for a total of 9 consecutive years.

* Lyden Foley, a current director, from Texas.

* Akio Tanaka, a KPFA LSB rep.

All 4 would serve from January 2021 to December 2023 as the preselected officers of the Pacifica National Board.

They would be joined by one representative from each station (none of whom can be officers) and 2 staff reps (one paid and one unpaid) who would be elected in nationwide staff elections, with paid staff voting for paid and unpaid staff voting for unpaid. This cuts staff representation on the national board by 60%, and gives 10x more representation to 100 paid staffers than to the 1,000+ unpaid staffers who produce the majority of the on-air programs. To this group can be added three random at-large directors with no criteria required other than a majority vote by the ad-hoc board.

It gets worse. After this ad-hoc board does its thing for three years with no input from the listener-sponsors, you will get to vote. You will get to vote in NINE different elections, selecting a person to be the national board chair, a person to be the national board vice chair, a person to be the national board secretary, a person to be the national board treasurer, a person to be the local board chair, a person to be the local board vice-chair, a person to be the local board secretary, a person to be the local board Outreach Coordinator, and a person to be the local board Membership and Fundraising Coordinator. You don’t need to pay any attention to the rest of the local station board since it will be selected for you. Meanwhile in parallel elections, the paid staff will pick a person to be the national paid staff representative and a local paid staff representative, and the unpaid staff will pick a person to be the national unpaid staff representative and the local unpaid staff representative. In short: 13 elections, a total of 41 across the country, and all by strict majority rule since there is only one seat in play for each.

We’ll stop here, although there are still dozens of changes. Next email for that. But we will note that many things that are objectively problematic in the existing bylaws are left intact and what mostly changes is the allowance for diverse points of view. There isn’t any allowance for diverse points of view. If you can’t command majority support, there will be no space for you in Pacifica governance. It’s a travesty for a network that literally defines itself as a home for minority points of view.

So put this bylaws petition where it belongs …. in the trash folder.
To subscribe to this newsletter, please visit our website at http://www.pacificainexile.org

###

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 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-sponsored radio.
by Concerned Member
Saturday Aug 29th, 2020 12:13 PM
we just did this last Feb-Mar .. cost us $120K ( about )
of $$ we don't have .. 66% ~ rejected it
"Berkeley – Voting closed in Pacifica Radio’s bylaws referendum on March 19, 2020, after a month-long balloting period. When the results were released on the afternoon of Monday March 23, 22% of listener-members and 50% of staff had voted, which is approximately twice the number of voters in delegate elections. They voted overwhelmingly by a 2-1 margin to reject the bylaws proposal."
- now they want to do it again, and this time we REALLY don't
have the $120K to play footsie
- any reason they can't bring it up as a "discussion" / "task force" ??
- or wait until the next LSB election ??
none of these bylaw changes do ANYTHING to address the
root causes of the problems, which are
- listenership
- membership
the last Bylaws "election" was a huge distraction & timesuck
energy and people time we don't have to spare
this one will prob have the same effect
but heh, hurricane season has just started ..
brace yourselves

by Listener
Saturday Aug 29th, 2020 1:39 PM
For a more detailed analysis of these anti-democratic bylaws, see
https://pacificainexile.org/archives/9853#more-9853 (Pacifica In Exile site)

A closer analysis as well is expected to appear there soon.
Note that the recent referendum on that last "new" bylaws whose failed attempt (outvoted by 2/3ds of listeners and staff) cost the network $150,000. If you sign for this new referendum, it could enable a new referendum, squandering a similar amount of money and our energy, at a time when we can't afford it, and for what?
It seems to be a key tactic of our opposition to bankrupt the network, which can lead to placing KPFA on the "market" where they expect to scoop it up for pennies on the dollar (an offer which they already made a couple of years back), rip it out of the only independent progressive radio network in the nation (abandoning the 4 other stations and over 200 local affiliate stations to fail), and run it for a small portion of the "entrenched" staff (notably the News Department) and the accommodationist Wellstone Democratic Renewal Club to NPRize.

Other places to follow the true stories:
https://PacificaInExile.org/newsletters
https://https://pacificafightback.org/
https://danielborgstrom.blogspot.com
https://RescuePacifica.net
by James McFadden (jpmcfadden925 [at] yahoo.com)
Saturday Aug 29th, 2020 5:18 PM
More “substitute bylaws” -- déjà vu all over again.

This group just went down in flames in a substitute bylaws election only 6 months ago -- losing by a whopping 2-1 margin. Why are listener-members being subjected to this nonsense again? Because Aki's faction can't accept the overwhelming listener-member's choice – they want control of Pacifica and will do anything they can to gain it.

Make no mistake, these new proposed substitute bylaws are another attempt by Aki's faction to end local control of Pacifica station content in favor of top-down national control by their faction. Aki’s substitute bylaws pretty much guarantee this transfer of power to their minority faction – a coup plain and simple – with Aki a named member of the coup’s transfer of power. Aki will argue that this is about finance. I don’t buy it based on my experience on the LSB dealing with members of his group. This is about power and control. I was introduced to this aspect of their faction when I first joined the LSB 18 months ago and was shocked to discover the manipulation, the arrogance, and the bullying techniques applied by their senior members.

Although financial problems have been an ongoing issue for decades at Pacifica – using these problems as a rational for a bylaws change is a red herring. First, their faction is as much to blame as any for Pacifica’s past financial problems and the associated infighting. Aki has publicly stated that “if everyone acted in good faith, there would be no need for new Bylaws” – which is true. But it is their faction that has failed to act in good faith and is now asking to be appointed caretakers during a transition. This is the same faction that shut down WBAI without PNB permission at the start of WBAI’s fund drive (costing Pacifica hundreds of thousands of dollars). This is the faction that shut off microphones during a PNB meeting about WBAI’s shutdown so they could win a vote – a vote overturned by the PNB the next day with the microphones on. This is the faction that (unsuccessfully) attempted to remove KPFA’s Tom Voorhees from the PNB so their faction could gain a vote edge. This is the faction that has brought frivolous lawsuits – the most recent costing KPFA $80k last fall on a retainer in a lawsuit against Pacifica!!! This is the faction that kept hidden from the LSB the fact that KPFA failed to pay property taxes for 7 years. This is the faction that sponsored the last anti-democratic substitute bylaws effort. And this is the faction that again worked in secret to generate another bylaws rewrite, with no attempt to find consensus within the Pacifica community.

Why would anyone want to put this faction in charge of Pacifica for the next 3 years? Please give a thumbs down to this substitute bylaws proposal – and be prepared to continue to give a thumbs down to their future attempts to take over Pacifica because as best I can tell they are relentless.

by Akio Tanaka
Saturday Aug 29th, 2020 8:28 PM
What James says might be all true, but we still need a Board that would carry out what is proscribed in the ‘powers and duties’ provision of the Bylaws.

Previous Pacifica auditor, Regalia and Associate, gave similar recommendations as the current auditor.

“It appears Pacifica is unable to map out an effective and safe strategy due to the disjointed nature of its various governance Boards which appear to be working at cross purposes. As auditors, we strongly recommend an end to the infighting and unproductive arguments which we have witnessed by listening to and reading Board minutes. The organization’s ability to continue as a going concern is directly related to its ability to follow a rational plan and financially sensible strategy.”
by Stop Corporate Take-over Of KPFA & Pacifica
Saturday Sep 5th, 2020 1:33 PM
sm_kpfa_free_speech_banned.jpg
Aki Tanaka who want to push new top down corporate bylaws has supported the present local station board which has ignored the present bylaws again and again.

He and his cohorts on the KPFA Local Station Board are now pushing a rigged evaluation of the management that would do no survey of how the staff feels about the management.

At all other Pacifica stations, the staff gets a survey on what they think about the management. That is part of the evaluation. No more at KPFA under Aki and company.

Aki Tanaka who is also pushing himself to be the Secretary of his proposed new Pacifica corporate structure has remained silent about the bureaucratic methods of the same people who are rigging the evaluation process at KPFA.

In the past, there has been a vote to set up an evaluation committee at the Local Station Board to do this process.

Aki and company refused to even set up a LSB evaluation committee with a vote of the LSB and left it to LSB member Carol Wolfley and the supporters of corporate bylaws to prevent the voice of the staff from being heard.

What is Aki and his cohorts afraid of at KPFA?
Why are they refusing to allow a survey of the staff who do the work?

His proposed new top down corporate bylaws would also limit the voice and participation of the staff paid and unpaid from having a real voice in the structure of KPFA and Pacifica.
Is this his idea of making things better?

Do not support the petition to have another election costing $120,000. The last one was massively voted down and yet these same characters want another election.
Is their real intent to bankrupt Pacifica?
There will be another election next year and any bylaw proposals could be part of that election but obviously they have another agenda than"reforming" the bylaws.

His own actions to support the suppression of staff voices at KPFA again shows what he really stands for.

9/3/20 PNB Proposed Motions Including Evaluations Of Management That Include Staff

LSB Responsibility for Posting and Recording all LSB and LSB

https://kpftx.org/archives/pnb/pnb200903/pnb200903_6466_agenda.pdf


Motion on Management Evaluation – Tom Voorhees and Alex Steinberg

Whereas the Local Station Boards are charged with the task of a yearly evaluation of management, And whereas a management evaluation requires strict guidelines to insure fairness, objectivity, adherence to legal requirements and respect for the rights of all involved,
The Pacifica National Board directs the Local Station Boards to implement the following procedures:

1. The Bylaws mandated task of conducting a management evaluation shall be assigned to an ad hoc committee of the Local Station Board created specifically to fulfill that function on an annual basis.


2. Members of the committee shall be selected by a vote of the Local Station Board on an annual basis.

3. All members of the committee must sign a non-disclosure agreement.

4. The committee shall follow standard Human Relations practices in conducting their evaluation.

5. Evaluation practices shall include the use of surveys and interviews to collect the views of paid and unpaid staff and of LSB members. Analysis of metrics in meeting financial and other goals and consideration of historical circumstances should play an essential role in the evaluation. The job description of the manager being evaluated should serve as a template to determine if goals are being met. The committee should also take into account the de facto practice of the manager in considering the job responsibilities being evaluated. The evaluation process should follow accepted guidelines for objectivity, fairness and compliance with all legal and contractual obligations. The privacy of the individual being evaluated should always be a priority. The committee may ask for assistance from Pacifica’s Human Resources division if questions arise in the course of this process.

6. Once the committee has finalized its evaluation it must send its recommendation to the Local Station Board for its recommendation.

6. The Local Station Board, after completing its evaluation, must send it to the Executive Director of Pacifica for final disposition in accordance with the Bylaws.

7. Any management evaluation currently in progress that is not compliant with the above standards shall be restarted.

Submitted by Alex Steinberg and Tom Voorhees, Sept 2, 2020 Appendix: from the Pacifica Bylaws

Article Seven, Local Station Boards, Section 3: Specific Powers and Duties

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:...
C. To prepare an annual written evaluation of the station's General Manager.

D. Both the Executive Director and/or an LSB may initiate the process to fire a station General Manager. However, to effectuate it, both the Executive Director and the LSB must agree to fire said General Manager. If the Executive Director and the LSB cannot agree, the decision to terminate or retain said General Manager shall be made by the Board of Directors...

F. To prepare an annual written evaluation of the station's Program Director.
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