wbai.net Pacifica/WBAI history   events   links   archive   bylaws etc   bylaws revision
PNB   LSB   elections   contact info   opinion   search

Results of special iPNB meeting: there's now a majority of the iPNB delaying Pacifica elections.
9-9-03


Meeting audio at: kpftx.org
Meeting minutes below

-----------------

Commentary:
This special teleconference meeting of the interim Pacifica national board was convened to consider a motion (below) by iPNB member Ray LaForest(NYC) that would nullify the recent ratification of the new Pacifica bylaws, delay Pacifica elections and continue, at much cost to Pacifica - including services of a lawyer at $2,280 per day, "mediations" begun in at a session in Chicago last month with regard to "affirmative action" bylaws language. (The Chicago meeting did not produce any concrete results and cost Pacifica around $30,000.)

This past June the iPNB itself legally approved (as ruled by the judge) the bylaws with a 2/3 majority as required by the settlement agreement which set up the current bylaws revision process. But more recently, through heavy lobbying by a small, but influential group of insiders at Pacifica, various directors who previously supported approving "draft B" have now joined with the directors associated with the old 'hijacker' national board to tie up the bylaws revision process and further delay elections at Pacifica. They are in violation of the spirit of the lawsuits settlement which created this "interim" board to revise the Pacifica bylaws and complete elections by December 2002. (2 extensions have been granted by the court so far)

What LaForest and others are claiming (speculating) is that "draft B" will be inadequate with regard to producing diverse elections results at the Pacifica stations. They are ignoring the voice of the majority of Pacificans weighing in on these issues who know that "draft B" bylaws with it's use of Proportional Representation elections (specifically designed to achieve diverse governing bodies) and it's Committees of Inclusion are more than adequate. "Draft B" is much less open to manipulation and dysfunction than the other proposals which received very little support. (iPNB members have been said to of received emails 90 to 1 in support the passed "draft B" and continuing bylaws development with elected boards - the current local and national boards are almost entirely self-selected.)

In fact, the "mediation" process has already been going on for over a year with poorly designed "diversity" bylaws language being repeatedly presented and rejected. The advocates of the LaForest motion have openly admitted that they do not trust Pacifica listeners to elect "diverse" boards and that they want to control the outcome of elections. Their proposals clearly reflect a design for control under the guise of striving for "diversity." (spend some time in wbai.net's governance proposal and bylaws revisions sections)

The notes below are compiled from a few accounts of today's meeting.
[Meeting minutes just recieved posted below notes]
There is another commentary at the bottom of the page.

Roger M, wbai.net editor

-----------------------------------------------
[ These are not official meeting minutes but compiled notes ]

------------

- Jabari Zakiya makes motion and votes against it for the purpose of clarifying the iPNB's position as to whether the recent approval of "draft B" was legitimate:
motion:
"Be resolved that the interim board hereby adopt draft b as the Pacifica bylaws.

- Carol Spooner points out that the court is actually who has authority over the settlement agreement to which this "interim" Pacifica national board is bound and legitimacy of the ratification. Zakiya doesn't seem to recognize any legal authority other than the board itself.

- Charles Smith asks the iPNB to approve this and move on let the elected board revisit this. Asks, isn't that possible? To which Marion Berry responds "that's not possible."

motion fails: 8 no - 3 yes - 2 abstain

Ray Laforest has someone else read his newly revised motion because he can't access it on his computer. Below is the original [revised version not yet obtained].

motion:
Resolved that:
"1. The interim Pacifica National Board does not accept the August 23 vote of the KPFK LAB to ratify the election provisions of Draft B because it is our understanding that this action did not comport with Judge Sabraw's July 8 decision that, "Local advisory boards who shall convene special meetings of their respective local advisory boards not later than July 23rd to vote on Draft B as to those portions concerning the number and manner of the election of local and national boards and shall transmit to the foundation secretary the results of those votes not later than July 24th, 2003.
2. As a result, it is the understanding of this Board that no new Pacifica bylaws have yet been adopted.
3. The three-person Chicago Discussion Subcommittee (Lydia Brazon, Ray Laforest, Joe Wanzala) chosen at the Chicago meeting will continue its work to summarize the results of that meeting, and will consult via email and/or phone with the 24 participants to insure that such summary is accurate.
4. The 24 participants in the Chicago meeting will be invited (and their transportation subsidized, if needed) to participate in a portion of the Sept. 19-21 iPNB meeting in New York City dealing with bylaws.
5. At the iPNB's Sept. 19-21 NYC meeting, the Chicago participants will have a facilitated discussion to complete the process of reaching specific agreements on compromise by-laws language.
6. At that meeting, the iPNB will appoint a committee, including LAB members, to write the final bylaws language, and the attorney(s) recommended at the Chicago meeting will be invited to assist in this process.
7. The iPNB will then determine at that meeting an expeditious schedule for elections to the Local Station Boards and Pacifica National Board."

- Carol Spooner made a motion to add a proviso that Ray's motion would be automatically rescinded if the judge ruled on at the hearing scheduled for September 12th that the bylaws have been adopted, but the iPNB voted that down. So if judge votes the bylaws are adopted, it is unclear how they will deal with bringing everyone to NYC for "mediations".

- Spooner made a substitute motion to present the alternative diversity plans to the CPB before continuing with diversity language discussions to see if any of the language would be a problem. Also to have real lawyer analysis and an estimate of cost of defending a lawsuit. Board voted down this motion.

- Spooner also made a substitute motion that if the judge upholds the bylaws that the diversity dialogue could continue but the board voted that down too.

- iPNB voted in favor of Ray's motion as amended to bring lawyer to NYC at cost of $2,280 per day.


9-9-03 iPNB Meeting minutes

From: Carol Spooner
Date: Thu Sep 11, 2003
Subject: [Corrected DRAFT] Minutes 9/9/03 Special
iPNB Meeting

[Corrected Draft] Minutes

Special Meeting of the Interim Pacifica Board of Directors

Called for the Purposes of: (a) discussion of how to proceed with the facilitated discussions begun in Chicago, and (b) for a vote of the board on whether or not it accepts the vote of the KPFK LAB as having constituted final adoption of the bylaws under the terms of the Settlement Agreement.

September 9, 2003 at 3 PM Eastern time by telephone conference

Thirteen Directors Present constituting a quorum: Chair Leslie Cagan, Teresa Allen, George Barnstone, Marion Barry, Pete Bramson, James Ferguson, Dave Fertig, Ray Laforest, Bert Lee, Rob Robinson, Charles Smith, Carol Spooner, Jabari Zakiya Absent: Dave Fertig, Dick Gregory

Also present: Attorney Kevin Finck

The Chair called the meeting to order at about 3:15 PM Eastern time. The meeting was broadcast live on KPFT in Houston, and webcast live via www.kpftx.org

The following motion was made by Jabari Zakiya, seconded by Rob Robinson: www.kpftx.org "Be it resolved that:
The iPNB hereby adopts Draft B as the official bylaws of the Pacifica Foundation."

Following explanation by Zakiya that "a Yes vote means you accept the August 23rd KPFK LAB vote in favor of Draft B, and a NO vote means you reject the KPFK LAB vote in favor of Draft B," and objection by Spooner that the iPNB does not have the right to accept or reject the KPFK LAB vote, the Court will decide on September 12th whether or not Pacifica has bylaws:

The motion failed. 3 YES - Allen, Bramson, and Smith
8 NO - Barnstone, Barry, Bryant, Ferguson, Laforest, Lee, Robinson, Zakiya
2 ABSTAIN - Cagan, Spooner

The following motion was made by Ray Laforest, seconded by Janice K. Bryant and Marion Barry:

"Resolved that: 1. The interim Pacifica National Board does not accept the August 23 vote of the KPFK LAB to ratify the election provisions of Draft B because it is our understanding that this action did not comport with Judge Sabraw's July 8 decision that, "Local advisory boards who shall convene special meetings of their respective local advisory boards not later than July 23rd to vote on Draft B as to those portions concerning the number and manner of the election of local and national boards and shall transmit to the foundation secretary the results of those votes not later than July 24th, 2003." This vote, taken without authorization of this Board, does not supersede the vote of the KPFK LAB of July 21, which was in compliance with the Judge's order.
2. As a result, it is the understanding of this Board that no new Pacifica bylaws have yet been adopted.
3. The three-person Chicago Discussion Subcommittee (Lydia Brazon, Ray Laforest, Joe Wanzala) chosen at the Chicago meeting will continue its work to summarize the results of that meeting, and will consult via email and/or phone with the Board and LAB participants selected for the Chicago facilitation to insure that such summary is accurate.
4. At the iPNB's Sept. 19-21 NYC meeting, the Chicago participants will have a mediation with a qualified mediator and a qualified attorney, chosen by a majority vote of the iPNB based on solicited resumes with each side (for and against ratification of the bylaws as they stand) having one veto, to complete the process of reaching specific agreements on compromise by-laws language. If time allows, the iPNB will then determine at that meeting an expeditious schedule for elections to the Local Station Boards and Pacifica National Board.
5. The Board and LAB participants invited to the Chicago facilitation will be invited (and their transportation subsidized, if needed) to participate in the mediation at the Sept. 19-21 iPNB meeting in New York City dealing with bylaws.
6. The attorney involved will be consulted subsequent to the mediation if necessary to conform the language to the rest of the bylaws.
7. The final vote on that language will occur at an iPNB teleconference not more than ten days after the final language is received from the attorney. If the election schedule has not yet been set, it will be set at this teleconference. No later than sixteen days after approval by the iPNB, the LABs will vote on the proposed bylaws revisions. No later than ten days after the last LAB vote, the iPNB will hold another teleconference to vote to acknowledge that the bylaws have been properly ratified and to finalize the election schedule."

Rob Robinson proposed the following Amendment to the Main Motion:

"That point 5 be amended to specify that Attorney Kevin Finck be the attorney, and that all the previous participants in the Chicago discussions be included."

The amendment passed:

11 YES - Allen, Barnstone, Barry, Bramson, Bryant, Ferguson, Lee, Robinson Spooner, Zakiya, Cagan
0 NO -
2 ABSTAIN - Laforest, Smith

Note: Point 4, was clarified, without objection, that "each side" means those who voted for or against "Draft B" at the June 26th iPNB meeting. Rob Robinson proposed the following Amendment to the Main Motion:

"That point 7 be amended to specify that the final bylaws language will be sent with adequate notice to the iPNB and the 5 LABs for a vote at the same time, with no requirement that the iPNB vote first before the language is sent to the LABs.

The amendment passed:


10 YES - Allen, Barnstone, Barry, Bryant, Ferguson, Laforest, Lee, Robinson, Spooner, Cagan
0 NO
3 - Pete Bramson, Charles Smith and Jabari Zakiya were not present for the vote.

Rob Robinson proposed the following Amendment to the Main Motion:

"That point 7 be amended to provide that legal counsel to the Foundation be asked to explore starting the election cycle before final adoption of the bylaws." The amendment failed:

4 YES - Barnstone, Bryant, Ferguson, Robinson
4 NO - Allen, Bramson, Spooner, Cagan
3 ABSTAIN - Barry, Laforest, Lee
2 - Smith and Zakiya were not present for the vote.

Carol Spooner proposed the following Amendment to the Main Motion:

"That a point 8 be added to the resolution, as follows:
8. Provided that If, subsequent to the passage of this resolution, Judge Sabraw rules that Draft B has been adopted and is, in fact, the current bylaws under which this Foundation is operating, then sections 1 through 6 of this resolution shall be considered immediately rescinded by the iPNB; and that if Judge Sabraw also sets an elections schedule, this resolution shall be considered immediately rescinded in full by the iPNB."

The amendment failed.

4 YES - Allen, Bramson, Spooner, Cagan
6 NO - Barry, Barnstone, Bryant, Ferguson, Laforest, Robinson
1 ABSTAIN - Lee
2 - Smith and Zakiya were not present for the vote.

Carol Spooner proposed the following substitute motion, seconded by Bramson:

"Resolved that:
I. In the event that the Court rules that Pacifica has NOT adopted bylaws, then the proposals concerning election of local delegates that were put forward at the Chicago discussions, described in short hand as : (a) the "Wanzala proposal", (b) the "50% diversity requirements proposal," and (c) the "demographics requirements proposal," shall be:

(1) sent by the Executive Director to the CPB, for a written response from them as to whether or not they would consider them "unconstitutional" discrimination under the recent US Supreme Court decisions in the Michigan cases that would disqualify Pacifica from eligibility for CPB grants;

(2) and shall be sent to an attorney acceptable to the iPNB for a written memorandum on the likelihood of lawsuits from members, or others, alleging "unconstitutional" discrimination under the recent US Supreme Court decisions in the Michigan cases, and an estimate of the costs of defending such lawsuits, as well as potential impact on other state and federal grants;

(3) and, once this information is gathered, the Executive Director, station managers, and Archives director shall be directed to prepare revised proposed budgets reflecting any potential lost grant monies, and legal defense costs -- and what salaries, positions, and other operating costs would need to be eliminated;

(4) and, after this information has been provided, the Chicago discussion participants shall then be reconvened for further discussions of what diversity provisions they recommend be included in the Pacifica bylaws."

and

II. that: In the event that the Court rules that Pacifica HAS adopted bylaws, then the discussions begun in Chicago shall continue with the establishment of an Ad Hoc "Diversity Commission" for Pacifica, made up of all the LAB members who attended the Chicago discussions and any iPNB members who would like to participate.

The purpose of this Diversity Commission would be to analyze the diversity issues at Pacifica, including staffing, power and influence sharing, programming, membership composition, and board composition -- and how those issues may differ from station to station -- and to write a report of their findings and recommendations to be presented to the new incoming board of directors the end of January 2004. The report could, of course, consist of several "sub-reports," as appropriate."

The question was divided.

Part I of Spooner's substitute motion passed.

6 YES - Allen, Barnstone, Bramson, Lee, Spooner, Cagan
4 NO - Barry, Ferguson, Laforest, Robinson
0 ABSTAIN
3 - Bryant, Smith and Zakiya were not present for the vote.

Barnstone moved to reconsider, and upon reconsideration, Part I of Spooner's substitute motion failed:

4 YES - Allen, Bramson, Spooner, Cagan
6 NO - Barnstone, Bryant, Ferguson, Laforest, Lee, Robinson
0 ABSTAIN
3 - Barry, Smith and Zakiya were not present for the vote.

Part II of Spooner's substitute motion failed:

4 YES - Allen, Bramson, Spooner, Cagan
6 NO - Barnstone, Bryant, Ferguson, Laforest, Lee, Robinson
0 ABSTAIN
3 - Barry, Smith and Zakiya were not present for the vote.

The main Laforest motion, as amended by the first two Robinson amendments, passed by a "balanced majority:"

6 YES - Barnstone, Bryant, Ferguson, Laforest, Lee, Robinson
4 NO - Allen, Bramson, Spooner, Cagan
0 ABSTAIN
3 - Barry, Smith and Zakiya were not present for the vote.

The meeting was adjourned.

Respectfully submitted,

Carol Spooner
Secretary, Interim Pacifica National Board


From: Caveman
Date: Tue Sep 9, 2003 4:22 am
Subject: update: court to rule on bylaws passage this Friday

On Monday, September 8, Judge Sabraw agreed that the bylaws issue is urgent, and granted a hearing on only a few days notice, instead of the usual three weeks. He will rule on Friday, September 12, on whether the bylaws are now in effect, and whether to set a schedule for elections. The iPNB could have set its own schedule on September 2, but, unlike Judge Sabraw, they're not in much of a hurry when it comes to holding elections.

To be fair, there may be good reason for the judge's greater sense of urgency. He isn't going to be replaced in the forthcoming Pacifica elections. The iPNB is. All of the new Local Station Boards will be elected in December if the timeline is implemented, and they will in turn elect a new national board in January.

Instead of going ahead with elections, the iPNB is today, Tuesday, September 9, going to consider an outrageous motion by Ray Laforest, claiming that the bylaws didn't pass at all, despite the required ratification of three LAB's and the national board having been obtained last month. Now is the time to speak out against the national board's power grab! E-mail the iPNB members, and tell them just what you think of their shameful conduct. Here are the board members who voted AGAINST elections and FOR keeping themselves in power:

George Barnstone KPFT ... Georgebarnstone @ pacifica.org Marion Barry WPFW ... no email address James Ferguson - WPFW ... jamesferguson @ pacifica.org Ray LaForest WBAI ... raylaforest @ pacifica.org Rob Robinson WPFW ... robrobinson @ pacifica.org Jabari Zakiya, Treasurer WPFW ... jabarizakiya @ pacifica.org

Write to the whole board at once ... ipnb @ pacifica.org

(Please delete the spaces before and after the @ signs to make the e-mail addresses work.)

Or, you can contact any of the individual board members here:

http://www.pacifica.org/about/board.html

ALSO...

If you haven't already signed the petition for Pacifica Elections Now, it's not too late...please do it now! (But please do NOT sign the petition more than once.) You can sign it at

http://www.pacificalabs.org/iPNB/

The text of the petition is pasted below:

_________________________________________________________

To the Interim Pacifica National Board (iPNB),

Your work is done. It is time for elections! There has already been far too much delay.

Your refusal at your September 2nd meeting to set a timeline for elections is a continuing outrage against the listeners and is a violation of both the Settlement Agreement Section 3.c. and the newly adopted bylaws Article 4, Section 7. It is time for you to let go of your positions of power and allow elected directors to take the reins of the Pacifica Foundation.

The new bylaws give listener-sponsor and staff members of the Pacifica Foundation the right to democratically elect the local station board. Accordingly, we as members are demanding the following:

1) That the iPNB IMMEDIATELY adopt a reasonable timeline for elections.

2) That said timeline not extend the terms of the current iPNB directors beyond the court-mandated January 30, 2004, expiration date.

3) That all attempts at amending the bylaws be immediately stopped until elected boards can consider amendments as required by the new bylaws.

4) That the iPNB carry out its duty under Section 3.c. of the Settlement Agreement to oversee the elections in a fair and impartial manner and to avoid any and all interference with the elections process.

5) That the iPNB fully support, for example with funding and air time, the Executive Director, the National Elections Supervisor, and all Local Election Supervisors in their efforts to ensure fair, open, and democratic elections.

I am a member of Pacifica because I have donated at least $25 or volunteered at least three hours during the past year, or I am on the staff.

************************************************

To sign the petition, go here: http://www.pacificalabs.org/iPNB/

Because this is a petition of Pacifica MEMBERS, please sign only if you are a member of one of the five Pacifica stations (KPFA, WBAI, KPFK, WPFW, or KPFT).

Under the proposed timeline, non-members have until October 10th to send checks or money orders to your local station. Internet listeners must choose one station with which to affiliate. Signing up and voting may be the most important steps you can take to preserve the freedom of the media in this country. See http://www.wbai.net/contact/contact.html for the mailing address of your station.

************************************************

WHY IS THIS PETITION NECESSARY?

On September 2, the interim Pacifica National Board (iPNB) sank to a new low in its checkered career. After an extremely difficult and exhausting process of bylaws revision ended in the passage of a highly democratic set of bylaws, the board, by a 6-5 vote, refused to set a timeline for elections, as it is required to do under the new bylaws. The result is yet another delay for the thousands of staff members and listener-sponsors, who, with a $25 minimum donation or three hours volunteer time, now have the right to elect the boards that run Pacifica.

This is the same national board that reluctantly passed the same bylaws just over two months ago! There followed a bruising struggle to win approval by the required three out of five local boards. When KPFK in Los Angeles finally came through with the third ratification, in a hotly contested, 12-11 vote, the stage was finally set for elections, and a democratic Pacifica--or so it seemed. Instead, a narrow majority on the iPNB not only refused to create an electoral timeline, but argued that the bylaws hadn't really passed at all!

Their current call for delay revolves around a perverse misinterpretation of a judge's ruling. On July 8th, Judge Sabraw ruled that the bylaws had passed the iPNB, and ordered the local boards to all vote on the bylaws by July 23rd. They did, but only two of them passed the bylaws at that time. KPFK reversed its earlier negative vote and approved the bylaws on August 23rd. Now, the anti-elections crowd is claiming that the revote was illegal because it wasn't held by July 23rd. But the judge's ruling only set a deadline for a mandatory vote, not for passage. The purpose of the ruling was to speed up the process of passing bylaws and holding elections. Now, it is being misapplied by a majority of the national board to serve exactly the opposite purpose--slowing down elections, or stopping them altogether!

Instead, the current iPNB majority wants to proceed with a facilitated discussion process that was created in July, as a fallback, after the initial failure of the local boards to pass the bylaws. Since the bylaws have now passed, this facilitated discussion serves no further purpose except obfuscation and delay.

Delay tactics are nothing new at Pacifica, where people entrenched in power have been stalling passage of bylaws for months on end. The iPNB was supposed to have approved bylaws in 2002. Elections were to be held by the end of the year. The iPNB was supposed to have been replaced by an elected board in March of this year. But month after month passed by without the board passing bylaws. Many on both national and local boards simply haven't wanted to have to face elections to keep their jobs--probably for good reason! It's time such anti-democratic usurpers be driven out of power for good.

Carol Spooner, Secretary of the iPNB and principal hero of the fight to save Pacifica, has vowed to go to court and ask the judge to affirm that the bylaws have indeed passed and are in effect. (It was her motion to set a timeline that was voted down.) In the meantime, we need to crank up the pressure...here's where you can contact the iPNB members.

ipnb @ pacifica.org (please delete the spaces before and after '@')

Two national board members, Rob Robinson (robrobinson @ pacifica.org) and George Barnstone (Georgebarnstone @ pacifica.org), are now obstructing elections under the new bylaws, even though they actually cast votes for PASSING the bylaws only a little over two months ago! If we can put enough pressure on these two I suspect they will see the writing on the wall and realize that the Pacifica community wants democracy NOW. The other four no votes are Marion Barry, James Ferguson, Ray Laforest, and Jabari Zakiya. Sing to them loud and clear:

Your old road is rapidly agin'. Please get out of the new one if you can't lend your hand, For the times they are a-changin'!

************************************************

History: The Pacifica Foundation is the only major progressive radio network in the United States. For years, its five stations, KPFA in Berkeley, WBAI in New York, KPFK in Los Angeles, WPFW in Washington D.C., and KPFT in Houston, were threatened by a clique of corporate mainstreamers who tried to dumb down the programming, strip it of political content, and make the network non-threatening to the government and the corporate world. Dissident board members and activists among listeners, staff, and the progressive community filed lawsuits to bring Pacifica back to its radical, free-speech roots. In December 2001, we reached a historic settlement agreement, providing for an interim national board to take the helm for what was supposed to be a fifteen-month transition period. Drafting new bylaws and holding elections under them was the most important responsibility of the iPNB under the settlement.

To sign the petition, go here: http://www.pacificalabs.org/iPNB/



top of page | bylaws revisions process info page | governance proposals | bylaws etc | home