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With “Protectors” like these…. The Fight to Rescue Pacifica from the KPFA Pretenders
by Elizabeth Milos
Unmasking KPFA "Protectors" attempts to Shock Doctrine Pacifica Foundation's assets into receivership and gain full control over the last remaining independent terrestrial radio network in the US.
I saw Akio Tanaka’s article on Indybay, entitled, “Is something rotten in the State of Pacifica elections?”(1) and felt the need to respond to the vast amount of outright mistruths, and omissions that have been plaguing discussion of the Bylaws referendum, among others.

I am a runner up from the last election for the KPFA Listener Station Board (LSB) and due to the resignation of a member, I am to be on the local board shortly. I ran on the Rescue Pacifica (2) slate whose members are a minority voice on the LSB and have been active in attempting to bring KPFA back to its radical roots and fight for radio democracy, transparent governance, and keeping the Pacifica Network alive and intact. Many of the members of this slate and its supporters come from a broad range of political and community involvement: long time anti-war, labor, anti-racist, anti-police brutality, progressive faith-based and community activists who are also anti-imperialist and anti-neoliberal. Some Rescue Pacifica members and supporters are part of a five-station Pacifica network group called Pacifica Fight Back (3) which has similar political anti-imperialist and community-control/governance values and is comprised of LSB members from the five Pacifica stations.

Most RP members don’t subscribe to the two-party political system of the US and would like to see KPFA (especially, though not exclusively, the KPFA News Dept) return to providing in-depth analysis that is not heard in the mainstream corporate-controlled media and to go back to a more activist journalism model: in the field, at demonstrations and events, engaging listeners. Pacifica has more than just an educational mission. It is supposed to be independent. There is really very little of “speaking truth to power” or “journalist independence” going on in the present News department at KPFA. In fact, there has been much regurgitation of the mainstream news, or NPR.

While it is hard to know where to start, I will try to provide the readers and listeners of KPFA with information omitted by Tanaka as well as by other KPFA “Protectors”. The Protectors faction have been the voting majority on the LSB for quite some time, yet their practices in running the LSB has been anti-democratic, to say the least, and some of its officers have used the platform of the LSB to destabilize the finances and governance of the Pacifica Foundation by bogging it down with legal suits with unsubstantiated allegations. Members of the LSB have litigated to drive Pacifica into bankruptcy court and put all of its assets into receivership. My intention is not to cast a shadow on anyone’s character, but simply to state the facts.

I want to make it clear that my statements here are my own opinion and I alone assume responsibility for them, though I assume the many of my Rescue Pacifica slate members agree with most of what I am saying.

First, to address the points outlined in Tanaka’s article but with context and much more transparency than what he provided:

20 years ago, the Pacifica bylaws were revised so that members (listeners and staff) could democratically choose board members and authorize member-initiated reforms.

Recently, there were proposals to change these bylaws which, if they had passed, would have reduced member representation and listener veto power at the national level and would have permitted the perpetuation of a self-designating board. After the first referendum failed in 2020, the “New Day” slate (which many of the Protectors align with) decided to try again in June of 2021 and once again LOST. The staff (both paid and unpaid staff) voted 58% No and 44% Yes. Of the 24% of Listeners who voted, 56% voted to change the bylaws.

Tanaka’s claim that the New Day proposal won is a mistruth. The proponents of the proposed change agreed before the second referendum that they would abide by the same rules that existed in the first referendum: that there are two separate classes of voters: listeners and staff, and that as stated in the bylaws and California code, where there is a difference in how a change affects a class of voters, the votes will be tallied separately and the change must win both classes of members to take effect.

What did the New Day-Protectors do? Take Pacifica to court, making Pacifica spend more money on legal fees. What they wanted the court to decide is that the only votes that would count is the listener vote, not the staff vote, claiming that the changes would not affect the workers differently from the listener members. The changes would have subdivided the staff vote into paid staff and unpaid staff categories, virtually giving veto power to a few dozen paid staff and making future listener referendums require a 3/4th vote of approval, a threshold that their 56% listener vote did not achieve.

In other words, the votes of the majority of workers (who are unpaid staff) and are responsible for the content and programming across the Pacifica network, don’t count. Can a group that purports to believe in democracy (as Tanaka claims) really legitimately claim that only a “majority” vote of listeners should be considered valid and not the votes of the workers who do the work? As a union activist, I find it hard to believe that the KPFA staff union, CWA local 9415, would go along with that, but as of yet it has stayed silent on the matter. (It should be noted that the union only represents the paid staff at KPFA. The unpaid staff, those who carry out 70% of the programming are currently unrepresented and can face reprisal and loss of their programming slot with little-to-no grievance procedure or recourse. Already programs have been unilaterally canceled with no explanation or formal process such as KPFA’s only labor program, WorkWeek Radio, which aired ½ hour per week. Unpaid staff serve at the pleasure of the General Manager at KPFA, much like a top-down corporate media model.

The New Day and Protector attempts to disenfranchise unpaid staff voters is just an extension of the disregard shown for the workers at WBAI in New York City, when the same actors carried out a coup in October of 2019 and physically shut down the station, pulled out the computers, destroyed the broadcasting equipment, and fired all of the workers by replacing the WBAI airwaves with a repeater signal from California. This decision was carried out by an executive director John Vernille, without any authorization from, or notice to, the member-elected boards. When the NY Supreme Court finally ordered the reopening of WBAI, the law firm, Foster and Garvey, that was defending the illegal actions in court, ended up being paid $80,000 from KPFA listener donations.(4) This $80,000 expenditure was mischaracterized as a “loan” by the KPFA Business Manager.

It has been a common practice of the Protector-controlled KPFA local board to deny that a shut-down ever took place at WBAI, to not evaluate the KPFA general manager, and to permit the KPFA Business Manager to present financial reports at the last minute, sending them--if at all---the night before a board meeting; while chastising board members who ask for financial reports to be sent more in advance.)

The issue of so-called “election interference” is another red herring. In fact, there were 8 local board candidates from KPFK-Los Angeles who were under scrutiny for violating the election rules. They had used the Pacifica member list inappropriately,(5) seeking funds for their lawsuit to defend the already twice voted down by-laws changes. The National Election Supervisor (NES) applied a remedy-based approach. She asked the candidates who violated the rule to send out a retraction of their original mailing within 10 days. They did not do so. In the end, four were disqualified. The fact that the disqualified four were ultimately disqualified after the elections is because all efforts were made to give them time to remedy their violation, which they failed to do.

I would be remiss if I didn’t mention the fact that the Protectors were bombarding the listener members and staff with emails that warned of the impending doom of Pacifica Foundation, scaring many listeners and KPFA staff into adopting positions that falsely portrayed KPFA as the “responsible” station versus the other stations who were not “paying their fair share”. This scaremongering was presented without any context as to the enormous overhead costs that had been forced upon other stations such as WBAI: a monthly $27,000 rental bill and a monthly $50,000 antenna payment. The fact that WBAI was shut down in October of 2019 by these same actors, which reduced their listenership substantially, is also never mentioned. For all of their rhetoric about financial responsibility, the Protector-controlled KPFA LSB and its GM have failed to organize or convene a Community Advisory Board during these last 2 years, making it impossible for any of the Pacifica stations, including KPFA, to qualify for funds from the Corporation from Public Broadcasting. All the other stations’ LSBs have Finance committees and meet monthly. The Protector-controlled LSB has and does not.


It is telling that Tanaka singles out Media Alliance’s, Tracy Rosenberg in his article. Tracy has been a financial watchdog who has pointed out discrepancies in financial reporting via the Pacifica in Exile (6) website, and who a few years ago sounded the alarm when KPFA had failed to pay property taxes for the previous 8 years, which were due every February 15th. When Rosenberg pointed out that the KPFA building would end up going up for auction for unpaid taxes, members of the Protector LSB denied the problem. Then the Business Manager, Maria Negrete and past treasurer Sharon Adams finally admitted that they had been aware of the problem all along, but that it was not their fault, but was due to a Foundation name change which made it impossible for them to pay it. None of this had been previously reported to the LSB for years, nor was any attempt made to fix it. It took actions on a variety of fronts: Rescue Pacifica held a very public protest in front of KPFA demanding they pay the property taxes, news articles and interventions at the national board level to ensure that the overdue property tax bill for the KPFA building would be resolved to prevent its auction. Press Statements made to the Daily California (7) by LSB Secretary Carole Wolfley and Chair Christina Huggins, assigning blame to Pacifica’s alleged “disfunctional governance structure” and “lack of experience” while opportunistically plugging in the news of the by-laws referendum elections suggest an almost Machiavellian hope that an auction might actually have furthered the “Protector” cause.

Anyone who has read Naomi Klein’s book, “The Shock Doctrine” can see that this impending doom rhetoric coupled with actual financial destabilization (court cost after court cost), defunding attempts (soliciting redirection of donations) and financial negligence (property taxes) is designed for one thing: to gain control of the last remaining independent non-corporate terrestrial radio network in the country via a combination of death by a thousand cuts and a misinformation campaign to foment listener donor distrust in the Pacifica Foundation.

There is an elephant in the room: the KPFA LSB has had the presence of several Protector actors who have been deliberately attempting to place Pacifica’s assets into receivership via lawsuit. They even set up a shell entity called “Pacifica Safety Net” to be in the position of receiving assets in the event they are successful at pushing Pacifica into bankruptcy. This violates the board member duty of loyalty towards the Pacifica Foundation, the network to which KPFA belongs. To make matters worse, one such and very important actor and plaintiff in these four unsuccessful lawsuit attempts, Donald Goldmacher,(8) was selected as one of three KPFA national directors for 2022.

It is common knowledge that some of those behind the Protector (New Day) power grab are members of the Wellstone Democratic Club, a fact that Akio himself denounced back in 2009 (9) in a Daily Planet article. This is the same democratic party that passed the 1996 Telecommunications Act which allowed the concentration of ownership of media into conglomerates (10) and has decimated community radio.

In fact, they showed their hand in a diatribe by Sherry Gendelman and Zach Kaldeveer, which in typical Democratic party fashion, red-baited and green-baited those opposing the bylaws changes and used barely veiled accusations of Goebbels-like behavior against their opponents. One of RP-affiliated local board members, James McFadden, counteracted the diatribe with a Counterpunch article of his own,(11) for which the Protector-controlled KPFA local board chose to censure him.
Who would have thought that a Listener Station Board of KPFA of all places would reek of McCarthyism? In a May 2021 Bayview article,(12) Anthony Fest, a previous LSB member described attempts by both LSB Secretary Carole Wolfley and Donald Goldmacher to oust two LSB members (McFadden and Pepin) for belonging to the County Council of the Green Party, implying some sort of Green conspiracy and citing some non-existent and non-applicable “conflict of interest”.

It is very possible that I will also be censured for writing this article. I will consider it an honor to be part of the same club as James McFadden.

During this last KPFA local board election, there were many irregularities which Rescue Pacifica delineated in a letter: the debates started after the online voting had already started; the first debate was only put on a YouTube channel and only after a protest was the second debate even put on the KPFA airwaves. To call these actual debates is a stretch. The 1-minute candidate-produced carts were unilaterally cut down to 30 seconds without notice. The RP slate was at a great disadvantage, without access to internal email lists which apparently the Protectors had, i.e. staff email lists, as well as having their opponents send out campaign emails past the black-out period.

One might ask: with all of these problems, why did I choose to run as an LSB member? Because what goes on the airwaves matters.

Everyone talks about how the mainstream media played a role in the run up to the war in Iraq. Everyone butts their heads against a wall, decrying how mainstream media gave a platform to Trump and his neo-fascist policies. But who is around to watch what happens during Democratic administrations? Can we honestly say that KPFA’s year-long regurgitating of NPR’s Russia-gate broadcasts did not contribute to the overall acceptance by progressives of the current “The Russians are coming!” (to Ukraine) hype which has the potential for actual armed conflict?

Also, I would like to give a heads up about my upcoming position in the KPFA LSB. Though I will be civil, I won’t play nice. I won’t abide by gag rules that leave listeners in the dark (except for the legally mandated staff evaluation ones due to labor laws). This means that I will not participate in covering up malfeasance or bylaws violations under draconian, self-serving and autocratic rules. Even though Rescue Pacifica members are still a minority on the KPFA LSB, I’m sure we will continue to push for transparency, radio democracy and to honor the memories of those who stood for independent journalism and integrity throughout Pacifica’s history (13).


(1)https://www.indybay.org/newsitems/2022/01/27/18847611.php?fbclid=IwAR2WHXagPojiqPHpLinpw03jfMwegtg2kGk7fFEBb__TNnLIO2UO-usCSCI
(2) https://rescuepacifica.net
(3) https://pacificafightback.org
(4) https://pacificainexile.org/archives/6235?eType=EmailBlastContent&eId=26219078-3667-4cf5-81ae-037e91a1ce5d
(5) https://pacificafightback.org/nes-explains-kpfk-candidate-disqualification/
(6) https://pacificainexile.org
(7) https://www.dailycal.org/2020/02/19/berkeley-based-kpfa-radio-station-building-scheduled-for-auction-because-of-unpaid-taxes/
(8) https://pacificainexile.org/archives/10001
(9) https://www.berkeleydailyplanet.com/issue/2009-10-08/article/33883?headline=Avoiding-a-Faustian-Bargain-at-KPFA--By-Akio-Tanaka
(10) https://www.projectcensored.org/1-fcc-moves-to-privatize-airwaves/
(11) https://www.counterpunch.org/2021/06/11/a-rebuttal-to-the-kooky-protecting-pacifica-article-by-kaldveer-and-gendelman/?eType=EmailBlastContent&eId=26219078-3667-4cf5-81ae-037e91a1ce5d
(12) https://sfbayview.com/2021/05/march-madness-mccarthyism-at-kpfa/
(13) https://pacifica.org/about_history.php




New Day Pacifica did not take Pacifica to Court.
It was Pacifica Counsel, Arthur Schwartz, who first filed a Complaint on July 22, 2021, and a First Amended Complaint on August 27, 2021 to prevent the proposal from being implemented.

Arthur Schwartz had two arguments to invalidate the proposal.
Following article has the response to Arthur’s arguments.

https://www.indybay.org/newsitems/2022/01/14/18847345.php

by Anonymous
New Day sent out numerous emails to tens of thousands of people asking for donations to pay for the lawsuit they were about to launch against Pacifica. Arthur Schwartz simply responded to New Day Pacifica and what they said they were going to do.

Why does it matter what *your* responses are to legal arguments heard in court?

Three rulings. All favorable to Pacifica. All losses for New Day.

This is the same thing you did the last time, Aki, you sued to try to force your way onto the Pacifica board. (2019). You lost in court, convincingly, and continued to whine on IndyBay for months afterward insisting you were right.

by Akio Tanaka
Campisi vs Pacifica

In 2018, someone sent a motion to a PNB Director to reverse the result of Directors election at KPFA.
Pacifica spent a sizable amount of money defending the motion.


One narrative:
The PNB passed a motion to seat Tom Voorhees, because the majority on the KPFA LSB stole a Director seat from Tom.

Another narrative:
The PNB motion to seat Tom Voorhees deprived the majority on the KPFA LSB 1 of the 3 listener Director seats they won.

———————————————————
2018 KPFA Directors Election

1. At the 11-4-17 KPFA LSB meeting the LSB voted not to use the Delegates recount runner-up list.
2. At the 1-6-18 KPFA LSB meeting Susan da Silva was seated as a Delegate.
3. At the 1-6-18 KPFA Directors election, the majority-minority split was 15-4 with STV winning threshold of 5, so the majority was going to win all 3 Director seats.
4. Before the STV election, Susan da Silva learned that she was not properly nominated to run in the STV election.
When Susan’s nomination became an issue, Christina Huggins agreed to run in place of Susan.
5. However, Bill Campisi found a Bylaws provision, Article Five Section 8 that said, “If a Director’s seat previously held by a ‘Station Representative’ Director becomes vacant for any reason, that seat shall be immediately filled for the remainder of the term by a Director elected by the Delegate from that radio station”,
Bill offered to run in the STV election and resign if he was elected, so that Susan can run in the IRV election to replace him.
The STV-IRV election was held and the majority won the three seats.
6. Someone claimed that the STV-IRV election was a rigged election to steal a PNB seat from minority candidate Tom Voorhees, and sent a motion to seat Tom to Alex Steinberg, a PNB Director from WBAI.
7. At the time Alex Steinberg and the PNB majority was politically aligned with the KPFA LSB minority.
8. At the 1-11-18 PNB meeting, Alex Steinberg introduced a motion to seat Tom.
9. At the 1-18-18 PNB meeting, the motion to seat Tom passed.
10. At the 1-6-18 KPFA Directors election, the majority-minority split was 15-4, and the majority won all 3 Director seats.
11. The 1-18-18 PNB motion deprived the majority 1 of the 3 seats they won on 1-6-18.
12. On 1-23-18, Bill Campisi filed a lawsuit to rescind the PNB motion.

———————————————————
The PNB motion

The PNB Motion said that Tom should be seated because the STV-IRV election violated the Bylaws.

1. Susan da Silva filling a Delegate vacancy was not valid because KPFA LSB did not use the 2016 recount runner-up list. The Delegates vacancy should be filled from the recount runner-up list, including the write-in candidates.

2. Susan filling a Director vacancy was not valid because Bill Campisi was not actually resigning as a Director, but rather he was declining to serve in the position he had been elected, so Article 5, Section 8 of the of Bylaws does not apply. There is no provision in the Bylaws for replacing Director-elect vacancy, therefore, the Director-elect vacancy should be filled by a runner-up, Tom Voorhees.


The issue is whether the STV-IRV election violated the Bylaws.

The Bylaws do not directly address the two issues raised in the PNB motion.
1. The Bylaws do not address write-in runner ups.
2. The Bylaws do not address Director-elect vacancy.

The Bylaws defer to Robert’s Rules of Order (RONR) for any issue that is not addressed in the Bylaws

RONR says the board has “the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise”. [RONR, 11th Ed., p.467]

———————————————--------------- --------------
The Appellate Court Opinion 5-29-20
https://casetext.com/case/campisi-v-pacifica-found-inc

A. Regarding the filling of Delegate vacancy using the recount runner-up list.

The Appellate Court said, “The Bylaws provide for the "Filling of Vacancies" for Delegates (Bylaws, art. 4, § 10). If a delegate position becomes available mid-term, which apparently occurred here, the Bylaws require the vacating Delegate "be replaced for the remainder of his/her term" with "the highest ranked candidate from the last election of Delegates for that Class of Members for that station who was not elected and who is available and continues to meet the Delegate eligibility requirements." Only if no such eligible and available candidate from the last election can be found may the Delegates for that station appoint some other member to fill the seat.”

“To a large extent this is a factual dispute ... whether the recount list was the appropriate list of 2016 runner up and whether the individual on the 2016 list who could have been appointed. Our review of such factual matters is governed by ‘substantial evidence standard’.”
“Further, substantial evidence supports trial court’s implied finding that ... 2016 runner-up list was an accurate list of runner-ups for the 2016 election....”

---
The court acknowledges that runner-up must continue to meet the Delegate eligibility requirements.
The issue is whether the candidates on the recount runner-up list met the Delegate eligibility requirement to be a runner-up.

Some claim that, “The Corporation Code is clear. If write-in candidate are permitted on the ballot, those candidates have every right to be seated as runners-up when there are vacancies.”
Based on the claim, the write-ins have been used as an easy and sure way to get people on the runner-up list.
All the write-in runner-ups on the 2016 recount list had 1 vote, except for Michael Parenti with 4 ranked votes.

The issue is question of law rather than question of fact, so the Appellate Court needs to use the ‘de novo standard’ of review instead of the ‘substantial evidence standard’.
De novo judicial review is a non-deferential standard of review, so the Appellate Court needs to examine the issue from the beginning, without deferring to the lower court’s decision.

In ruling that the 2016 recall runner-up list was an appropriate and accurate list, the Appellate Court needs to show how the claim that, “If write-in candidate are permitted on the ballot, those candidates have every right to be seated as runners-up when there are vacancies” is supported in the law.

The claim is not supported by the Bylaws, RONR, or California Corporations Code.

California Corporations Code does not address ‘write-ins’ or ‘runner-ups’.
The CCC leaves it up to the organization to adopt a recognized system of parliamentary procedure.
https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?lawCode=CORP&division=2.&title=1.&part=2.&chapter=6.&article=&goUp=Y

RONR do recognize ‘write-ins’.
RONR say “members are always free to ‘write in’, on a ballot, the name of an eligible person who has not been nominated” [RONR, 11th Ed., p.431].
Any member can run and win as a ‘write-in’ without getting nomination signatures;

However, RONR do not recognize a ‘runner-up’ to fill a vacancy.
RONR say the board has “the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise”. [RONR, 11th Ed., p.467]
RONR do not recognize a 'runner-up' to fill a vacancy, unless the bylaws expressly provide for it.

The Pacifica Bylaws expressly provide for filling Delegate vacancies.

Article Four, Delegates, Section 10: Filling of Vacancies
If a Delegate position becomes vacant mid-term, that Delegate shall be replaced … by the highest ranked candidate … who is available and continues to meet the Delegate eligibility requirements as set forth in Section 2(A) or 2(B).

Article Four, Delegates, Section 2: Eligibility; Nomination of Delegates
A. ELIGIBILITY
Any Listener-Sponsor Member in good standing... may be nominated for the position of Listener-Sponsor Delegate… by the signatures of fifteen (15) Listener-Sponsor Members in good standing.

The Pacifica Bylaws expressly provide that a Delegate ‘runner-up’ needs to meet the Delegate eligibility requirement of 15 nomination signatures, to fill a Delegate vacancy.

The 2016 recount runner-up list was neither an appropriate nor an accurate list of runner-ups for the 2016 election, because none of the candidates on the recount runner-up list met the Delegate eligibility requirement of 15 nomination signatures to be on a runner-up list.

The PNB motion stipulating the use of recount runner-up list to fill a Delegate vacancy violates the RONR and the Bylaws. Susan da Silva filling a Delegate vacancy did not violate the Bylaws.


B. Regarding the filling of Director-elect vacancy by a runner-up.

The Appellate Court said, “Once plaintiff removed himself from the election by “resigning” the only remaining declared candidate was Tom Voorhees. Rather than conducting an entirely new election before the next annual election - a possibility also unaddressed in the Bylaws - it was an obvious move for the Board to declare last person standing elected. As such, it qualifies as a “practical and reasonable construction “ of the Bylaws. Moreover, because it was not explicitly forbidden by them, the Board’s action did not “plainly contravene []. .. the bylaws.” We conclude the trial court properly denied plaintiff’s petition.”

“Finally, unlike plaintiff, we cannot view any possible incorporation of RONR as a grant of substantive power. We have examined section 46 of RONR, and it is what one would expect - an exhaustive nuts-and-bolt examination of various procedures. There is nothing in the excerpt upon which plaintiff relies, and which was quoted earlier, that has potency to displace the procedure specified in the Bylaws as reasonably interpreted by the Board.”

---
Section 46 of RONR actually address the issue of filling a vacancy when a member is elected and declines.
TIME AT WHICH AN ELECTION TAKES EFFECT [RONR, 11th Ed., p.444]
“An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline.
If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice.”
RONR say when a member declines an election, the vacancy can be filled immediately with another election.

Section 33 of RONR also address the issue of filling a vacancy when a member is elected and declines.
REQUEST TO BE EXCUSED FROM DUTY [RONR, 11th Ed., p.291]
“A request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization of the assembly; and so also is the filling of a vacancy created by the acceptance of a resignation.
In such cases, the assembly can proceed immediately to fill the vacancy, unless notice is required or other provision for filling vacancies is made in the bylaws.
In case of a resignation from office, unless bylaws provide otherwise, the assembly cannot proceed to fill the vacancy immediately since notice is a requirement.
But if a member is elected and declines, no notice is required to complete the election immediately or at the next meeting.”
RONR say when a member declines an election, the vacancy can be filled immediately with another election.

Furthermore, Section 47 of RONR say board has “the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise.” [RONR, 11th Ed., p.467]

The PNB motion stipulating the filling of Director-elect vacancy by a runner-up explicitly violates the RONR, and plainly contravened the right of the board to fill a Director-elect vacancy. Susan da Silva filling a Director-elect vacancy did not violate the Bylaws.

--
Summary

1. The Appellate Court Opinion upholding the use of recount runner-up list to fill Delegate vacancy was in error because none of the candidates on recount runner-up list met the Bylaws Delegate eligibility requirements.
The issue was question of law rather than question of fact, so the Appellate Court needed to use the ‘de novo standard’ of review instead of the ‘substantial evidence standard’.

2. The Appellate Court Opinion upholding the filling of Director-elect vacancy by a runner-up was in error because section 46 of RONR say when a member declines an election, the vacancy can be filled immediately with another election.
Furthermore, Section 47 of RONR say board has “the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise.”

3. The STV-IRV election did not violate the Bylaws.
The court can be remiss in rendering an opinion.

———————————————--------------- --
by repost
sm_tanaka_aki.jpg
Maybe Tanaka can explain why and how he flip-flopped on his position on the "Protectors" or Pretenders that run the Local Station Board and wanted to take KPFA into a voluntary bankruptcy so lawyers and judges could take over Pacifica.
Akio should also explain where and how he disagrees with the points he made in his own article.
Last, although he is a member of the Green Party he was silent when his own supporters on his slate publicly attacked the Green Party and the Workers World Party accusing them of taking over Pacifica. Apparently Akio supports red baiting if it benefits his allies. He has clearly made his Faustian Bargain at KPFA and Pacifica.

Avoiding a Faustian Bargain at KPFA

KPFA--By-Akio-Tanaka
By Akio Tanaka
Thursday October 08, 2009 - 12:19:00 PM

The KPFA board elections are in full swing and the ballots are due October 15. I was struck by couple of developments.

First, in their endorsement of the Concerned Listener slate the Alameda Labor Council endorsement states: “[the Concerned Listeners are] ...also strong supporters of KPFA’s professional staff, who are members of CWA Local 9415—unfortunately, other elements of KPFA’s board have attacked the station’s unionized staff, and called for replacing them with volunteers.” Second, an email from long time Morning Show host Philip Maldari said: “The following request from the CWA 9415 paid union staff at KPFA is to all of the board candidates. The union staffs at KPFA are facing layoffs because of growing deficits... We would like you to pledge that, if elected, you will fulfill your fundraising duties, and refrain from actions that undermine that goal.”

I am not aware of any board member who has called for replacing unionized staff with volunteers. It is of course totally understandable that the paid staff will be concerned about fundraising as it is their livelihood.

The platform/statement of the Concerned Listeners says: “As for raising money: all of us are political organizers, many of us with 40 or more years of experience. We know how to organize and fundraise.” So one can understand why the paid staff will be supportive of the Concerned Listeners. But exactly who are the Concerned Listeners?

The first thing I noticed is that there is a heavy Wellstone Democrats Renewal Club stamp. Current member Matt Hallinan is co-founder of the WDRC, and three of their candidates hold leadership positions in the WDRC: Pamela Drake, Local Political Coordinator; Jack Kurzweil, Administrative Coordinator; and Donald Goldmacher, Voting Rights Task Force. Problem is that WDRC is a Democratic Party enterprise. I make this point since the 1999 takeover was carried out by active members of the Democratic Party. Mary Francis Berry, then Pacifica chair, was a political appointee of President Clinton; Roberta Brooks, then Pacifica secretary, became legislative aide to both Ron Dellums and Barbara Lee.

I do not mean to suggest that anyone on the Concerned Listeners are the same as those Democrats, but some of them still move in the same circles for political support and fundraising. One cannot help noting this in light of their platform claim to be able to “organize and fundraise.” Conn Hallinan, who is Matt Hallinan’s brother and current LSB chair, was part of the ‘host committee’ for a fundraiser for Congressional candidate Jerry McNerny in 2006 with aforementioned Roberta Brooks.

Many Pacifica listeners are registered Democrats, but they are aware of the venality of the Democratic Party leadership. Most know that when Tony Coelho began the practice of taking money from corporate lobbyists the Democratic Party became corporate vassals not unlike the Republicans, which is the reason many of them joined to fight their hijacking attempt of 1999.

I have been on the board for three years now and I am baffled by the secrecy and lack of transparency. Why are the management and the Concerned Listener Board members so intent on keeping the operation of the station hidden from our stake holders, the listener subscribers? Why are there no town hall meetings, why did they reduce the number of meetings by half, why do they never post the minutes of the meetings, why did the management disband the Program Council and derecognize the Unpaid Staff Organization? Most glaring of all, why did they schedule a fund raiser right in middle of the board election and preempt election coverage? Why are they marginalizing each segment of the KPFA community?

Brian Edwards–Tiekert, in support of Concerned Listen slate says: “There’s a group on KPFA’s board—they run under a different banner every year—that is hostile to the station’s professional staff, enamored of conspiracy theories, doctrinaire in their approach to public affairs, and sectarian in their approach to internal politics—they’d rather attack KPFA than improve it.”

Well, I am running against the CL majority and I am none of the things Brian says. I appreciate all the staff, both paid and unpaid and their commitment in the low paying field of community radio. And I also totally understand the paid staff concerns for their jobs; I also appreciate their understandable misgivings about the possibly intrusive/disruptive involvement of the “Listener Board” as expressed in their open letter to the LSB in 2004. No one denies that democracy is a messy endeavor and that disagreement can be tiring, but we know too well what lies in at the end of the impulse to silence others.

Progressives bemoan corporate control of our two mainstream political parties for reasons that we do not need to restate here. But we cannot permit our independent, corporate free KPFA to become a puppet manipulated by a corporate party—no matter how well intentioned the individual members of the immediate group may be. We need to keep KPFA truly independent and free of corporate money influence—no matter how remote. That is why I am running against the Concerned Listeners and with Independents for Community Radio.

We need to bring community back into Community Radio. An inclusive open station is going to be healthier and stronger in the long run. We need to reconnect and build trust among ourselves as listeners, with the listener subscribers. We should remember that emactment of peaceful conflict is a founding purpose of Pacifica; we must learn to bring forth and articulate what underlies our antagonisms in order to resolve them in a way that will benefit all of us.

The candidates that are endorsed by the Independents for Community Radio are (in alphabetical order): Banafsheh Akhlaghi, Shara Esbenshade, Sasha Futran, Ann Hallatt, Adam Hudson, Lara Kiswani, Rahman Jamaal McCreadie, Henry Norr, Andrea Prichett, Evelyn Sanchez, and Akio Tanaka.


Akio Tanaka is running as a part of Independents for Community Radio.
by Akio Tanaka
Last thing we need at Pacifica are factions.
by Anonymous
Which is all to say exactly what? You don't believe in court rulings, just in "narratives" ? That isn't how lawsuits work. You lost the Campisi lawsuit, you lost all 3 motions New Day put forward. Your "narrative" has been rejected. Over and over again.

I have no idea why you are posting long diatribes trying to exonerate yourself from being a flip-flopper. Generally people that feel the need to do that .... are flip-floppers.

Who cares? The point is your false assertion that New Day won the bylaws referendum and was somehow robbed and all the Trumpian "stop the steal" rhetoric you are indulging in about a bylaws referendum that you lost.

The reason that you lost was an ill-conceived and wrong attack on the NY station that destroyed trust. Your mistake.

It's time to understand that.

by Tom Voorhees
Excellent article Elizabeth, although a bit long for the busy reader.

The next RP/PFB response to NDP and the KPFA Pretenders needs to feature the below accomplishments of the PNB, Arthur Schwartz and our iED as in the below list. -Tom.

The New Day Pacifica (NDP) top down take over plan eliminates internal programing democracy, claiming management and national board dysfunctions. That was in previous years. The last two years national management and the national board have accomplished the below turnaround items to continue rebuilding a healthy network dedicated to promoting full democracy within Pacifica and throughout the world:

NETA accounting firm hired.

Loan extended for 18 months.

All audits back on track and completed.

$2.4 million PPP funds applied for and received.

All units/stations budgets submitted.

KPFA property tax all but resolved.

KPFT & KPFK permanent General Managers hired.

Employee retirement plan now fully funded.

FCC station license renewals now back on schedule.

Pacifica archives has digitized 15k recordings with 50k to go.

Strategic plan adopted prioritizes financial health and new audiences.

Pacifica radio stations and affiliates played a significant role in ending the Vietnam war in the late sixties with our own Pacifica reporter in North Vietnam. We still have the same now dormant network power to fully influence ending top down takeovers throughout the world and perpetuate badly needed climate change action
by Listener forever
Yes, too bad about the Factions at KPFA, when we could all be working together to make our station uniquely a leader in resisting the "New World Order" of endless imperialist War.
Unfortunately, there is a faction which is willing to kill Pacifica, the only independent progressive radio network in the US by taking over KPFA to be autocratically run by themselves, Democrats with a big D.

We, Rescue Pacifica, are here BECAUSE we oppose this. We are here because They are There!
If we all were all in agreement about furthering a democratically run KPFA/Pacifica, with independent and radical programming, as Board members are all supposed to support, instead of attempting a hostile takeover, we could all forgo factions and just vote on candidates' individual merits.
But as it is, we will never stop struggling against this attempted heist of our beloved station and network!
Vote with Rescue Pacifica!
♥♡
"We are the ones we've been waiting for."
--- June Jordan & Sweet Honey in the Rock
"The best [may] lack..conviction, while the worst are full of passionate intensity."
(And are well funded) ---- W. B. Yeats
Thank you for your very excellent article, Elizabeth!

I would like to relate some interesting information that may not be known by KPFA listeners. Ian Masters, the host of the very popular 5 pm M-F KPFK show "Background Briefing" disparaged Pacifica governance as well as accusing WBAI management of misfeasance and malfeasance over and over again on the air. This was done during and after the New Day Bylaws Referendum. It should be noted that another programmer, Roy Tuckman, allowed a New Day proponent, Mansoor Sabbagh, to disparage Pacifica governance night after night on Roy's midnight to 6 am program. This continual on-air disparagement of Pacifica governance could very well be a contributing factor to KPFK's significant recent drop in listener support and the high KPFK 'yes' vote in the New Day Referendum.

Ian Masters resigned as paid staff at KPFK to set up his own podcast enterprise. Roy Tuckman is still on the air.

I called Ian and he listened to me for a few minutes. I then wrote him the following emails. He never responded and did nothing to retract his baseless assertions.

In peace,
Grace Aaron, PNB Director from KPFK 2008-2009, 2015-2020, PNB Chair and Pacifica interim Executive Director in 2009

---------- Forwarded message ---------
From: Grace Aaron
Date: Wed, Jul 28, 2021 at 10:44 PM
Subject: The facts regarding Bylaws requirements that both the staff and member elections must both be won to make bylaws changes
To: Ian Masters

Dear Ian,

You are asserting on the air that the New Day campaign won and that the election is being ‘stolen’. I have copied the entire section of the Pacifica Bylaws pertaining to bylaws amendments and have placed in large type in red the pertinent section that states that if there is more than 1 class of members that each set of members must vote in the affirmative in separate elections for a bylaws revision to be approved. This wording is also in California Corporations Code #5034.

Here is what our National Finance Committee Chair, James Sagurton, has stated about this argument:

On Jul 24, 2021, at 10:31 AM, James Sagurton wrote:

There is a simple way to state this: TWO ELECTIONS ARE REQUIRED BECAUSE IT IS THE LAW. Pacifica is a California non profit corporation. The California Corporations Code controls. When there are two or more classes of members (listener members and staff members) and a proposed bylaws amendment affects the classes differently in a materially adverse way (voting power) a separate election is required for each class. Each class must approve separately for the amendment to be approved. (CA Corp Code Section 5034)

No whining. No fake outrage. No big lies. The current Bylaws here are good, not bad, because they follow the law. The language of the current Bylaws is taken from the law, as it should be. When Kyle, Masters et al make this arguement they are advocating an illegal result.
See below for the red sections:

Article Seventeen, Amendment of Articles of Incorporation and Bylaws, Section 1: Proposing Amendments

A. PROPOSING AMENDMENTS

Amendments may be proposed by:

(1) six (6) Directors;

(2) a majority vote of the Delegates of each of two radio stations;; or

(3) a petition signed by at least one percent (1%) of all Members, which petition to be considered "proposed" must be delivered to the Foundation's Secretary.

B. VOTING AND APPROVAL

(1) Unless the Board by a 2/3 vote decides otherwise, there shall be a maximum of one ballot per calendar year related to the amendment of the Foundation's Bylaws, which annual voting period shall be determined by the Board. All properly proposed Bylaw amendments shall be held until that date which is 60 days before the earliest of the voting dates of the Board and of the Delegates, as determined by the Board (the "Notice Date"). On the Notice Date, the proposed amendment(s) to the Bylaws shall be posted on the Foundation's website and the Foundation's radio stations shall broadcast an announcement twice a day for a period of 60 days (the "Notice Period") regarding the existence of the proposed amendment(s) on the Foundation's website for review and the upcoming vote by the Board and Delegates regarding said amendment(s). The results of said voting by the Board and the Delegates on the proposed amendment(s) shall be reported within 15 days of the Board and Delegates meetings to vote on these amendments.

(2) In order for new Bylaws to be adopted, or these Bylaws amended or repealed and subject to Section 1(B)(3) below:

(i)except as provided in Section 1(B)(3) below, the proposed amendment(s) must be approved by the majority of all Directors on the Board and by the majority vote of all the Delegates of at least three of the Foundation radio stations.. The Delegates shall vote on the proposed amendment(s) within the same calendar month as the Board; or

(ii)in the case of amendment(s) proposed by Member petition pursuant to Section 1(A)(3) above, said proposed amendment(s) must first be presented to the Board and the Delegates for approval as set forth in Section 1(B)(2)(i) above. If any proposed amendment is approved by the Board and the Delegates, then, unless membership approval is required under Section 1(B)(3) below, the amendment shall be adopted. If any proposed amendment is not approved by the Board and Delegates, then it shall be submitted to the Members for approval and shall be adopted if approved by the Members as set forth in Section 1(B)(4) below.

(3) The Members shall vote on any proposed amendment approved by the Board and the Delegates, even if said amendment was not proposed by Member petition, if said amendment would do any of the following:

(i)increase or extend the terms of Directors or Delegates;

(ii)increase the quorum for Members' meetings or Members' actions;

(iii)change proxy rights;

(iv)authorize cumulative voting or a change in the voting method or manner of counting ballots; or

(v)materially and adversely affect a Member's rights as to voting or transfer.

In the event that a proposed amendment would do any one of the above-mentioned things, it shall not be adopted unless also approved by the Members; provided however, that such adoption, amendment or repeal also requires approval by the members of a class if such action would materially and adversely affect the rights of that class as to voting or transfer in a manner different than such action affects another class.

(4) If a vote of the Members is required hereunder for the approval of any proposed amendment, then no later than 60 days after the vote of the Board and Delegates above, written ballots shall be distributed, or otherwise made available to the Members, pursuant to the provisions of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws, to vote on the proposed amendments. To be approved, a proposed amendment must receive the approval of the Members by a majority vote, provided that a quorum must be established by written ballot. If the proposed amendment would impact one class of Members differently from another class, the Members shall vote in classes and the majority vote of the Members of each class shall be required to approve the amendment, provided that a quorum of each class must be established by written ballot. The results of said amendment ballot shall be reported within 30 days of the date the ballots must be returned to be counted and shall be posted on the Foundation's website.

(5) Notwithstanding any of the provisions of this Section 1(B), these bylaws may not be amended or repealed if said amendment or repeal would: (i) violate any state or federal statute or regulation; (ii) conflict with the Foundation's Articles of Incorporation; or (iii) create conflicting provisions in these bylaws.

Jan Goodman and others may have concocted some quasi legal argument but it would be illegal for the National Election Supervisor, the Pacifica National Board and the ED to violate the above Bylaws requirements and California Corporations Codes.

In peace,
Grace Aaron
home: (310)
cell: (310)

---------- Forwarded message ---------
From: Grace Aaron
Date: Wed, Jul 28, 2021 at 11:04 PM
Subject: Falsehoods about WBAI Management
To: Ian Masters , Ian Masters


Dear Ian,

I have audio clips of you stating a number of times that the management of WBAI is guilty of misfeasance and malfeasance. This is absolutely false. I have queried 2 CFOs over the last few years and both have assured me that there is absolutely no evidence of malfeasance on the part of WBAI GM Berthold Reimers. I don't know where you get your information from, but as a journalist you should not be airing unverified, spurious information.

Furthermore, disparagement of a staff member is libelous and puts the Pacifica Foundation at legal risk. It also violates the Employee Handbook.

I am writing this to you in the hope that you will take the time to properly review these matters.

In peace,
Grace Aaron
home: (310)
cell: (310)
by Steve Zeltzer
As a former KPFA LSB member representing the staff, one of the most illuminating examples of the political and legal malfeasance at the station board was lawyer and KPFA LSB member Bill Campisi spending hour after hour at the LSB meetings explaining how his lawsuit against Pacifica would allow the break-up of the foundation.
He and his fellow lawyer Sharon Adams and the present Protectors or really pretenders, wanted to go into voluntary bankruptcy so a judge could change the rules to allow what they couldn't get with a democratic vote.
Their Trumpian propaganda now, that they won the last bylaw vote although the staff voted against it shows that they are ready to fabricate history to justify their agenda.
They lost the vote so the bylaws of the foundation really do not matter and they really won the vote say Akio and his supporters on the board.
Of course any serious and competent lawyer would know that a subsidiary of a corporation KPFA cannot sue the parent foundation Pacifica because they do not agree with the decision of the parent corporation but this was the logic of the Campisi lawsuit backed by his legal ally Sharon Adams.
The judge called it out for what it was but as with all corporate nuisance lawsuits these operatives continued to pursue appeals spending tens of thousands of dollars.
This Akio continues with the same method. Ignore the bylaws and make up the rules claiming that they really won the election on the bylaws.
Campisi and his fellow lawyer on the board Sharon Adams were gleeful about how these nuisance lawsuits would allow a take-over by a judge who could then change the bylaws to break up the foundation and allow their faction to take over the running and operation of KPFA without any oversight.
These duplicitous methods have unfortunately harmed the real work of building a station and network independent from corporate media that cover the issues and is a voice for working people. KPFA is still at the bottom of listeners in Northern California behind many other stations including KALW which has a smaller signal. Instead Pacifica has been forced to spend hundreds of thousands of dollars fighting off these suits which are still defended by the so called "Protectors" at KPFA.
by Akio Tanaka
The Appellate Court examined Section 46 of RONR, but apparently missed the provision that directly addresses the issue of filling a vacancy when member is elected and declines.
by Akio Tanaka
The motion was very craftily written.
It duped Alex Steinberg, the PNB, the Superior Court and the Appellate Court.
It also shows that the Courts are remiss.

https://www.indybay.org/newsitems/2022/02/01/18847674.php#18847680
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