Pacifica Radio Democracy Project Report On "New Day" Pacifica Corp Bylaws Proposals

Pacifica Radio Democracy Project Presentation On New Day Pacifica Corporate Bylaws Proposal

On Saturday March 6, 2021 a presentation was held about the dangers of another proposal to corporatize the bylaws of Pacifica.
The presenters included:
Pacifiica Chair Alex Rosenberg moderated
First Panel: Johanna Fernandez, Grace Aaron, Ralph Poynter, DeeDee Halleck
Second Panel: Steve Zeltzer, Ron Pinchback, Carolyn McIntyre, Mimi Rosenberg

PACIFICA BAD BYLAWS TAKE 2

https://pacificainexile.org/archives/9864

PACIFICA IN EXILE NEWSLETTERS
BAD BYLAWS TAKE 2
SEPTEMBER 4, 2020 PACIFICA IN EXILE LEAVE A COMMENT

What The 2nd Version of New Bad Bylaws Would Do

Berkeley – We promised you an analysis of what the latest set of bad replacement bylaws would change – and here it is. Rather than doing away with democratic representation altogether, this revised proposal from the same group of people merely suspends democracy for 3 years and then reinstates it with majority rule requirements that completely shut out minority groups and interests from any representation in Pacifica governance.

Here are the significant changes:

Lowers the standard for future membership petitions to change the bylaws to the signatures of 1% of the members, currently 500-600 people. This allows a small group to force a six figure outlay of charitable donations to entertain their ideas. Pacifica recently changed this bylaws clause to require 5% of the membership to sign on, so that the Foundation does not waste money on referendums that have no chance of passage. By changing it back, the New Day proponents suggest that further amendments are likely in the offing if these new bylaws are adopted. Pacifica has already lost $150,000 to their new bylaws proposals this year, with another $100,000 to come if this new “New Day” bylaws referendum is forced.

A new 15 member Pacifica National Board is 1/5 self appointed, with 4 nationally-elected officers, 3 self-appointed members, 1 national paid staff rep (representing 100 people), 1 national unpaid staff rep (representing 1,000 people), 1 affiliate rep (representing a portion of the 220 affiliates), and 1 elected rep for each station (giving each station 1/15 of the board to represent local interests). This is a cut of 60% of current staff representation, 10x greater influence for each member of the paid staff over each member of the unpaid staff, a 50% cut in affiliate representation, and a 75% cut in each station’s local representation on the national board. It ups the membership requirements for elected members of the national board to 2 years of current uninterrupted membership, making it more difficult for new faces to participate in Pacifica governance.

Sole station-elected directors are supposed to serve on *every* PNB committee, although nonprofit law disallows directors from serving at the same time on finance and audit committees. Station directors can nominally select someone to serve in their stead, but the national board can stop them from doing so by a 2/3 vote. This suggests that some stations may see their station representatives barred from crucial national board committees. No locally-elected director can ever be an officer of the national board.

Affiliates must join a new “Association of Affiliates” 501c3 organization. LPFM and small stations that do not pay annual fees to rebroadcast Pacifica programs are not members of the Pacifica Affiliates for the purpose of participation in governance.

Right of membership recall of elected representatives is eliminated. Only the boards can remove their own members, and should they do so, they can replace the removed members with anyone they choose to serve out the duration of a 3 year term. .

Local Station boards are transformed into Community Advisory Boards. Removes delegates from governance, and any local oversight of station budgets and management personnel. LSB (now CAB) officers directly elected are a chair, vice chair, secretary, membership coordinator and fundraising coordinator and 1 paid and 1 unpaid staff representative. These 7 people can appoint up to 6 other people or 45% of the new local boards. The five elected CAB members are a chair, vice chair, secretary, membership/fundraising coordinator and community outreach coordinator. The last two positions (membership/fundraising coordinator and community outreach coordinator) would likely cause this body to be ineligible as a CAB. The Corporation for Public Broadcasting requires that a CAB not play any role in station operations. Membership coordination, fundraising and arguably, community outreach are all a part of a station’s operations.

Removes local board review of whether “station policies and procedures for making programming decisions and program evaluation are working in a fair, collaborative and respectful manner to provide quality programming”. This is replaced with administering a survey that is written by the executive director, which removes independence from the CAB’s survey activities and probably violates CPB rules.

Removes local board review of staff diversity and workplace discrimination issues; “To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace” and replaces it with a Committee of Inclusion which is granted the authority to “implement specific measures to improve the status of under-represented communities in their respective radio station areas”. Again, the CPB requires that CAB’s not participate in station operations so a CAB cannot “implement specific measures”.

A non-compliant CAB, as projected by these New Day bylaws, would likely prevent Pacifica from receiving Corporation for Public Broadcasting grant funding in the future.

Local and national boards removed from any input into the selection of station general managers. All general manager hiring, evaluation and termination is the sole unilateral perogative of the executive director of the Foundation.

Listener democracy suspended for 3 years. For the first three years, the officers of the new national board would be 4 specific people, two incumbent directors (Jan Goodman KPFK, Lynden Foley KPFT), one retired director (Akio Tanaka KPFA) and one publisher of an LA online blog (Sharon Kyle KPFK). Not s single officer representing the entire eastern half of the United States. These 4 would be the officers through 2023, with the power to select 3 additional at-large directors. No change in board officers could occur until 2024. The chosen 4 would be joined by station representative directors appointed by the current LSB’s, half of whose terms expire in 2021 and the rest which expire in 2022. Only the staff and dues paying affiliates would be permitted to choose their national representatives for the 2021-2023 period, representing only 3 members on a 15-person board of directors.

Pacifica would administer 41 different elections every 3 years. The New Day bylaws call for 7 distinct elections at all 5 stations for meaningless local positions, and 6 distinct national elections for national officer and staff positions. This would require 15 different ballot layouts (an increase of 50%), 18 distinct voter lists (an increase of 80%), and 41 distinct voting tallies (an increase of over 400%). This would greatly increase election costs, probably more than doubling them due to the increased administrative load.

Each election would be for a single position (including 35 local ones with no actual power to do anything) and would be strict majority rule requiring a majority of all votes cast. This makes it difficult for minority demographics or viewpoints to obtain any of the seats and given the current profile of Pacifica’s membership as overwhelmingly white, would likely lead to decreased diversity on the boards. Less arguments, to be sure, but at the cost of a full range of ideas, vigorous representation of minority interests, diversity and innovation.

For all of these reasons, Pacifica members should not sign the New Day petition and wait for a better bylaws amendment proposal on the 2021 ballot that will respect full democratic participation.

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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.

“DISCLAIMER: This is not an official Pacifica Foundation website nor an official website of any of the five Pacifica Foundation radio stations (KPFA Radio, KPFK Radio, KPFT Radio, WBAI Radio, WPFW Radio). Opinions and facts alleged on this site belong to the author(s) of the website only and should NOT be assumed to be true or to reflect the editorial stance or policy of the Pacifica Foundation, or any of the five stations (KPFA Radio, KPFK Radio, KPFT Radio, WBAI Radio, WPFW Radio), or the opinions of its management, Pacifica National Board, station staff or other listener members.”

Information about Bill Crosier, Carol Spooner, Peter Franck and Carole Travis
Bill Crosier, Pacifica National Board Member
Bill strongly advocated bankruptcy in 2017. The Pacifica National Board opposed this and bankruptcy was avoided. Bill was the Chair of the Board and iED in 2017.
Bill advocated a signal swap for WBAI and/or WPFW. This was also opposed by the PNB. Bill suggested the possibility of selling a station without a swap.
Bill physically accompanied John Vernile in the illegal shutdown of WBAI on Oct. 7, 2019.
Bill was part of the lawsuit to push the bylaws amendments that was filed on Oct. 7, 2019. This filing was done without the notifying many of the Board members who were named in it. This deprived those Board members from securing an adequate defense in court.
Carol Spooner and Peter Franck have both advocated the break up of Pacifica as well as the sale or swap of one of our stations – WBAI in particular has been mentioned by them both.
See: https://www.laprogressive.com/hostile-takeover-of-pacifica-radio/
in April 2017 KPFA Local Station Board member and Chair, Carole Travis, contacted an unknown number of prominent individuals and Pacifica programmers by email and phone telling them that "Pacifica is collapsing," and inviting them to join the board of a new organization called Big Tent Radio Network, with the intention to make an offer   to “receive” Pacifica's assets and properties.
See this email explaining this from 2017:
=
From: Lydia Brazon 
Date: Tue, May 9, 2017 at 1:47 PM
Subject: Recommending draft motion re "Big Tent"
To: pnb [at] pacifica.org 


Dear PNB Directors:

I read Bill's press release on the Pacifica website and was moved to suggest that directors pass a motion with some or all of the elements below and attached. Of course, this may be moot since I'm not on the PNB list and may not be privy to events since that release. It may be that Carole Travis has already resigned as requested in the release and that she has sent you the names and contact information of the high profile individuals she wrote to or called so that you can set the record straight. However, if this issue has not been resolved to your satisfaction, and as a concerned listener member, I've taken the initiative to write a draft of a motion which may contain text you may choose to use in a PNB motion.

This is an issue that may garner some, but not all, support on both sides of the partisan divide. because of it being the flagship station, some have developed an exaggerated sense of entitlement that has given way to disinformation which is what I hope we should all strive to correct.

Lydia Brazon


WHEREAS, in April 2017 KPFA Local Station Board member and Chair, Carole Travis, contacted an unknown number of prominent individuals and Pacifica programmers by email and phone telling them that "Pacifica is collapsing," and inviting them to join the board of a new organization called Big Tent Radio Network, with the intention to make an offer   to “receive” Pacifica's assets and properties and,

WHEREAS, it has been reported that Carole Travis used her title as LSB Chair in her solicitation for the Big Tent Radio Network, and,

WHEREAS, Carole Travis sent the “Board Invitation Information Sheet” for the new secret organization: Big Tent Radio Network, that includes the following heading, ”Why We Don’t Need Your Money! *Pacifica has a strong donor base. The SF Bay Are Fall Fund Drive alone raised $780,000” and,

WHEREAS, in the absence of a dissolution, “Giveaway” , or “Fire Sale”  by the Pacifica Foundation, there is nothing for Big Tent to “receive” therefore  rendering the solicitation at best misleading, at worse, fraudulent and,

WHEREAS, the actions taken by a sitting LSB member and Chair that disparage KPFA's parent Foundation in efforts to form and promote another competing organization, is at odds with Article 7, Local Station Boards, Section 3: Specific Powers and Duties, M. of the bylaws, “To exercise all of its powers and duties with care, loyalty, diligence and sound business judgment consistent with the manner in which those terms are generally defined under applicable California law. …”, and

WHEREAS, this action was taken without the knowledge or consent of other LSB members or the PNB,

THEREFORE BE IT RESOLVED that the Pacifica National Board urges Carole Travis to resign her Delegate seat effective immediately per Article Four, Delegates, Section 9, (A), or, in the absence of a voluntary resignation, Ms. Travis shall consider this motion, once passed and forwarded to Ms. Travis, a 30 days written notice of a PNB meeting at which Ms. Travis will be afforded due process and the opportunity to address the PNB regarding this matter. The PNB Directors may, thereafter, exercise their duties and powers to remove Ms. Travis as a KPFA delegate per Article 4, Section 9 Removal of Delegates (D) of the Pacifica Bylaws, “; (D) upon the fair and reasonable determination, by a 2/3 vote of all the Directors of the Foundation, or a 2/3 vote of all the Delegates for the same radio station as the Delegate in question, at a meeting on said issue, after a review of the facts, that, in its sole discretion, said Delegate has exhibited conduct that is adverse to the best interests of the Foundation or the radio station;”. …” In the event of a removal proceeding pursuant to this Section 9(D) or 9(E), the Delegate must be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard at the meeting or in writing if a written ballot is submitted to the Members. Any Delegate who is removed who was simultaneously serving as a Foundation Director or an officer of the Foundation or an LSB shall also be deemed removed from any and all of these positions and from any positions on a committee that s/he held by reason of his/her role as a Delegate or Director. Notice of a meeting to remove a Delegate must be given in writing at least thirty (30) days in advance. A Delegate removed pursuant to this Section 9(D) or 9(E) shall not be eligible for reelection as a Delegate for a period of three (3) years.


Statement On the Financial Crisis At KPFK Los Angeles
Letter by Former Pacifica Board Member Grace Aarons

Thank you for your concern about KPFK and your thoughtful comments. Thanks also for your long time support.

I know that you probably heard Ian Masters state that the KPFK Local Board is trying to remove him as well as Sonali Kolhatkar. This is simply not true. At any rate, the Local Board doesn’t have the power to remove them. That is a management, not a Board decision. It is true that there are a small number of people on the Local Board who might want to remove Sonali and Ian. However, this is a very small minority of people on a Board of 24. The Local Board does have the authority to evaluate and recommend the removal of the General Manager. To my knowledge, no decision to remove him has taken place. Even if it had, that decision would have to be approved by the interim Executive Director or the National Board. Here is the pertinent section of the Pacifica Bylaws:

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

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.

https://www.pacifica.org/kewg.org/bylaws/art7sec3.html

As a KPFK Member you should know that serious revenue declines threaten the future of KPFK and Pacifica. Expense reductions need to be made. Most of those cuts will have to be reductions in payroll expenses. However, there are over 30 paid staff members at KPFK. Payroll expenses can be reduced without laying off any KPFK paid programmers.

Membership, listenership and income have been decreasing at KPFK over many years. Per day fund drive totals have been going down. These declines have been masked by lengthening fund drives and by greater and greater dependence on premiums not directly related to our programming. We are now at a crisis point. We are spending much more than we make.

On June 11, 2020 the Pacifica National Board agreed that expense cuts of at least 30% at KPFK were urgently needed and directed the KPFK GM and the Pacifica interim Executive Director to make those cuts as soon as possible. Although expense cuts of between $200,000 and $250,000 have been made, these cuts have not been adequate.

* Anita Sims, Pacifica Interim Chief Financial Officer, estimated a few weeks ago that KPFK would spend $115,000 more than it brings in in income in December 2020 and will most likely not be able to fully fund upcoming payrolls.

* KPFK has been spending between $70,000 and $90,000 more than it has been bringing in in income for the last several months. (The KPFK Business Manager stated that he thinks the monthly shortfall is about $75,000, whereas the KPFK Treasurer estimates that it is more like $100,000 per month. You can hear them discussing this at the most recent KPFK Local Finance Committee meeting held on Jan. 13, 2021. Most of the financial details are from 45 minutes to 1:10 minutes in the meeting. Here is the link to the audio of that meeting: https://drive.google.com/file/d/1c84smnr77GDFRJSXOCxJBqeuQ5gnCW23/view?usp=sharing

* KPFK has had to borrow funds from other stations and units to meet its payroll several times in the last few months. Last month, KPFK had to borrow $25,000 from KPFA and $17,000 from the Pacifica Affiliates Network to meet its payroll.

* In his most recent General Manager Report, Anyel Fields stated, “We closed our 2019-2020 fiscal year in September with a projected shortfall of $697, 577.”

* Mr. Fields also stated that KPFK income dropped by $1 million between the last fiscal year and the fiscal year that just ended on September 30, 2020. Income declined from 3.7 million to $2.7 million.

* KPFK owes over $300,000 to the National Office which imperils the entire Network. (According to the KPFK Business Manager in the KPFK Finance Committee meeting of Jan. 13, 2021 the exact amount is $294,632.) Pacifica owes NETA about $200,000. NETA is the accounting firm that takes care of our financial reporting. This could mean that NETA will not be able to continue their work for us because they will be unable to pay their own staff. This would mean that our Audits, tax returns and other financial reports will not be done which could jeopardize our nonprofit status and violates the terms of our $3.2 million loan.

The Pacifica National Office no longer has reserves to cover KPFK shortfalls. According to Anita Sims, Pacifica interim Chief Financial Officer, funds will have to be taken from KPFA to cover them.

KPFK has a narrow window of time to maintain its independence. All efforts to improve KPFK income have either failed completely or been inadequate to make up for revenue declines. If action is not taken to reduce expenses immediately drastic measures very damaging to KPFK may take place.

Sharon Adams, KPFA Treasurer, has stated several times that any station that can’t pay its bills should have all of its staff laid off and be converted to a ‘repeater’ station. You can hear her saying this in the National Finance Committee meeting of Oct. 27, 2020. Here is the audio clip: https://drive.google.com/file/d/1pJKygdRjKycavcWhbT7Iecs93Ogi3L0e/view?usp=sharing

Here is the June 11th motion that was approved by the National Finance Committee and then adopted unanimously by the Pacifica National Board:

Whereas: Currently the National Office has over $500,000 in
outstanding payables. We owe NETA $206,000 currently as of June.

KPFK was unable to make its payroll in mid-April. About $45,000 had to be taken from an Affiliate Program bank account to make that payroll.

KPFK is at least 5 months in arrears on its Central Service payments. It
currently owes $184,000 in Central Service payments. The KPFK Business Manager stated on May 14th that up to the end of April 2020, KPFK listener support had declined by 11%, its total income had gone down by 22%, although its payroll had increased by 5%.

The KPFK Business Manager stated that this decline had very little to do with the Coronavirus epidemic as these numbers are mostly from before the lockdown.

In the last 2 months KPFK's income has declined precipitously. KPFK is currently bringing in only half the income necessary to meet its expenses. This means that KPFK is not able to make Central Service payments currently, is backlogging bills and is having trouble meeting its own payroll. KPFK's monthly expenses are about $300,000. KPFK's income has only been $150,000 per month for the last 2 months.

It is unclear as to whether Pacifica will receive any emergency stimulus loans or if there will be any other significant influx of revenue sufficient to make up for the heavy loss of KPFK Central Service payments.

Compounding this is the fact that every station, with the exception of KPFA, is seriously in arrears in its Central Service payments, with the possible exception of KPFT.

We have no reserves. If our financial situation deteriorates any further we may be forced to sell one of our buildings.

Therefore, be it resolved that significant expense cuts be made at KPFK as soon as possible. These cuts should be at least 30%. Expenses must be less than income as there are no resources to cover any shortfalls.

Further, all units (excluding the National Office) should provide a plan within 1 week to the NFC, the PNB, the Management Team and the iED that balances expenses and revenues if the units in the preceding six months have had expenses that exceeded revenues. (ie, if a station's expenses are exceeding its income by 10% the plan should show an expense decrease of 10%.)
As KPFK is currently running a $150,000 per month deficit, it is
absolutely urgent that expense cuts be made immediately at that station.
Other fundraising plans should be encouraged, but they would not be able to cover shortfalls of that magnitude. Thus, substantial expense cuts are unavoidable.

The full minutes for June 11, 2020 can be found at:

https://kpftx.org/archives/pnb/pnb200611/pnb200611_6596_minutes.pdf

As members you have the right to voice your concerns. Please urge the KPFK General Manager and the Pacifica interim Executive Director to make the needed expense cuts as soon as possible. Their email addresses are: Anyel [at] kpfk.org, ed [at] pacifica.org. You may also wish to copy the KPFK Local Station Board and the Pacifica National Board: lsb [at] kpfk.org, pnb [at] pacifica.org

If these cuts are made rapidly KPFK will be able to balance its budget and, hopefully, reverse its declining vital statistics.

In peace,
Grace Aaron, outgoing Pacifica National Board Director
(It has been my pleasure to serve on the Pacifica National Board for the last 5 years with many wise and dedicated Directors from our 5 Stations and Affiliates. I resigned from the KPFK Local Board and the Pacifica National Board in December 2020 as our Bylaws prevent me from serving more than 5 consecutive years and resigning a little early gives me the option of running for the KPFK Local Board again next year.)