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The greatest threat to Pacifica is not the New Bylaws, but the old ones! Read why.
by Akio Tanaka
Tuesday Sep 1st, 2020 2:30 PM
Why is it important to sign the petition for the new Pacifica Bylaws?
1. Why is it important to sign the petition now?

The people who are urging you not to sign the petition are acting as gatekeepers. They are trying to prevent the members from exercising their right to evaluate and vote on a member initiated referendum.
Sign the petition, so all members have a chance to evaluate and vote on the new Bylaws.
You can sign the petition at:

2. Why are the new Bylaws being proposed?

Pacifica recently sent out an email with subject, “Some Good News from Pacifica”, however, to get an accurate picture of Pacifica, members should also be aware of the recommendations from disinterested, knowledgeable third parties. Corporation for Public Broadcasting and Pacifica’s auditors have all been saying for years that Pacifica needs to change its Bylaws, so the Board can function more effectively.

The Board spend much of its meetings on factional infighting and unproductive arguments, instead of working to ensure the financial health of the Foundation, so that Pacifica can continue to be an effective voice to counter corporate media.

Pacifica’s current auditors, Rogers & Company, said:
“... 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....”

3. What is in the New Day Pacifica Bylaws?

The new Bylaws need to balance the competing criteria:
1. How to reduce the size of the Board, so that it is more effective?
2. How to retain representative democracy?
3. How to bring in experience and expertise, without compromising democracy?

The New Day Pacifica Bylaws have the following provisions for the Board:

1. The Board size is reduced from 22 Directors to 15 Directors.

2. To retain democratic representation of the members:
Eight Representative Directors are directly elected by the constituent members: 5 Directors, representing the listeners of the five stations, 1 Director representing the Affiliates, 1 Director representing the paid staff, and 1 Director represent the volunteer staff.
- (Trying to achieve proportional representation, while making sure that all constituents were represented, would have resulted in a much larger board.)
Four Officer Directors are directly elected by the full membership.
- (Currently the Officers are twice removed from the members: members votes for Delegate, Delegates votes for Directors, and Directors votes for Officers.)

3. To bring experience and expertise that elected members might not have but board needs, three At-Large Directors are selected by the twelve elected Directors,
- (Since elected Directors always have a super majority, the new Board will not compromise member democracy.)

To learn more about the new Bylaws go to:
by repost
Tuesday Sep 1st, 2020 10:02 PM
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 reallydon’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 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.
Aki has publicly stated that “if everyone acted in good faith, there would be no need for new Bylaws.” But now he is changing his tune claiming "the bylaws are the threat" rather than the bad faith actors. I think the only threat the bylaws pose is to Aki's faction -- preventing their minority faction from gaining control of Pacifica. It is their faction that has acted in bad faith. It is their faction that is attempting to shackle Pacifica with another costly substitute bylaws election that will appoint them caretakers (including Aki).

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.
And I suspect we will be seeing more of Aki's desperate pleas for support over the next month here on indybay.
by Akio Tanaka
Thursday Sep 3rd, 2020 7:36 AM
CPB has been telling Pacifica to change its governance structure since 2012.
They could see, even before Pacifica lost the CPB funding, what was coming.

Our auditors, Regalia & Associates in 2017 and 2018, Royce & Company in 2019 and 2020, both said Pacifica needs to change the Bylaws.

Regarding WBAI, George Walter of NETA, who is the Pacifica accountant, said at the 7-15-19 Audit Committee meeting.
"Looking at the financials this year. Over the last two years, there is one division that cost over $2 million over two years. This is something that needs to be dealt with in terms of going concern. That puts a lots of pressure on other stations to support. One that's losing quite a bit."

Which might explain what took place at WBAI on 10-7-2019.

by Akio Tanaka
Thursday Sep 3rd, 2020 8:03 AM
Regarding all this talk about gaining control, the Board just needs to control itself and actually carry out the Powers and Duties in the Bylaws, which remains the same in old and new Bylaws.
It's all pretty mundane, do audit, things like that. They can all do all the things they do now if they want, but only after first ensuring the financial health of the Foundation.
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