The Democracy Now!/Pacifica agreement | Democracy Now! statement
Request for Special iPNB Meeting re: recinding DN agreement plus legal analysis of the contract
From: Carol Spooner firstname.lastname@example.org
Subject: [alliance] Request for Special Board Meeting
Date: Sun, 7 Jul 2002 21:35:24 -0700
[posted here with permission]
[Sent to the Interim Board members on 7/6/02. -- Carol Spooner]
To the Interim Pacifica Board
I request that the Chair call a special meeting of the interim board for the purpose of discussing the following resolutions:
Resolved: That the interim Board's ratification on June 23, 2002 of the contract dated June 1, 2002 between Pacifica Foundation and Democracy Now! Productions, Inc. is hereby rescinded. The board directs the Executive Director to: (1) notify Democracy Now! Productions, Inc. of the board's desire to renegotiate the contract, (2) obtain expert legal counsel who specializes in intellectual property law to assist the board in renegotiating the contract, and (3) to sign no further documents and take no further actions in performance of the contract.
Be it further Resolved: That a 3-person committee of the board shall be formed to renegotiate the contract consisting of: (1) Carol Spooner, (2) James Ferguson, and (3) _________ (one interim director appointed by the old board "minority" who is not a close associate of Amy Goodman, i.e., Rob Robinson, Pete Bramson, or Teresa Allen). Any proposed contract renegotiated by this committee shall be brought back to the full board of directors for review and approval prior to the signing of any documents.
I request that the board be given 7 days' notice of the special meeting, as required by the bylaws, and set the meeting up for a telephone conference on Tuesday, July 16th. I also request that Pacifica's legal counsel John Crigler join the meeting to advise the board on the terms of the contract as it currently exists.
As you all know, after careful reading of the contract I believe it is one-sided, disadvantageous to Pacifica in the extreme, and amounts to a divestiture of substantial Pacifica assets without compensation. I believe ratification of this contract was a grave mistake that will have longranging negative ramifications for Pacifica and will dangerously impact our financial viability, among other negative consequences.
Because I have not heard back from any board member about my concerns, except Dave Fertig who provisionally continues to support the contract, I am calling for this meeting. I believe that, while Leslie and Dan acted in good faith, their very close relations with Amy over the years clouded their judgment as to what is in Pacifica's best interests.
I am so concerned that I am seriously considering asking the California Attorney General to step in to this matter, as he has the right to do not only as a signatory to the legal settement agreement, but also under the law to ascertain the condition of Pacifica's affairs and to what extent, if at all, it fails to comply with trusts which it has assumed.
I do also urge every board member to consult with independent legal counsel prior to the meeting to review the contract and give you some unbiased advice on its nature and terms. None of us are expert at reviewing complex multi-million dollar contracts involving intellectual property and licensing rights. If you cannot afford to consult an attorney, I will pay for it -- up to $200 each.
I have pasted below, an analysis of the contract by Peter Franck, who is an intellectual property lawyer, and who was formerly a member of the Pacifica Foundation Board of Directors in the 1970s and 1980s.
Peter Franck's Analysis:
I am a lawyer, and I am afraid that I have some serious concerns about this contract. (There is a tendency in our culture to couch policy concerns in legal terms, so what I am raising here are worries about the content of the agreement, and the policies implicit in it, issues that, frankly, I think need to be re-negotiated. It is not an analysis of legal issues which might cause the contract to be set aside).
The following critique of the contract may sound a bit harsh, but it seems necessary to point out its weaknesses. There is a question of precedent and sub-text here. The next negotiation for such a contract will be with Free Speech Radio News, and Flashpoints wants to negotiate an independent contract. Inevitably the DN contract will set a precedent and a pattern.
Given Pacifica's poor history of governance there is an argument to be made for dismembering it, leaving the five stations as basically a distribution network. That may well be the best thing to do, the course of action which will best protect against another takeover. If that is what we want to do, then a contract like this, with DN, FSRN, Flashpoints, etc. makes sense. But it does seem to me that is a policy decision that needs to be made consciously, not backed into. Its only in that spirit that I make these points about the present DN contract.
Again, I don't mean to sound harsh, and I know everyone is in good faith and trying their (our) best, but my sense is that this was done in a hurry, by people with much to much on their plates, and its in everyone's best interest to take a second look, so the whole community comes out of this with a good feeling and a sense of fairness.
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