Many things have happened quickly since the legal settlement of mid-December. These are my personal notes & thoughts about some of it ...nothing "official."

A new interim board of directors was established and first met by telephone conference call on December 29th. Leslie Cagan (WBAI) was elected Chair, Jabari Zakiya (WPFW) was elected Treasurer, and I (Carol Spooner, KPFA) was elected Secretary. At that meeting resolutions were adopted lifting the Pacifica "gag-rule" that prohibited discussion of Pacifica matters on the air (with safeguards against abusive personal attacks on anyone), and returning Democracy Now! to Pacifica airwaves.

We next held an in-person board meeting in NY on January 11-13. At that meeting a resolution was adopted restoring all "fired and banned" personnel at WBAI over the past year to their former positions. That transition, by all reports, has gone smoothly with the help of a "conflicts management specialist" and a labor lawyer to help with union issues.

Also, Dan Coughlin (former PNN news director) was appointed acting Executive Director of the Pacifica Foundation. Dan has named Verna Avery Brown (former PNN news anchor) as deputy acting Executive Director. Since his appointment, Dan has replaced the station managers at KPFK, WPFW and KPFT. Steven Starr is KPFK's new interim station manager, Tony Regusters is WPFW's interim station manager, and Duane Bradley is KPFT's interim station manager. The new station managers have a tremendous job on their hands -- restoring staff morale, dealing with much misinformation about what this fight has been about, and beginning the job of bringing vibrant new public affairs programming to these stations. It will be a long and difficult task & there are many issues that must be addressed -- including labor union issues and financial issues -- to help restore these stations to fulfillment of Pacifica's mission. For more information on how you can get involved to help shape the future of these stations ... please contact the Local Advisory Boards ("LABs") -- LAB meeting dates and times should be announced on each station, and if you don't hear about it ... call the station and ask about the next LAB meeting and who to contact for more info.

The Foundation received an anonymous $20,000 gift to bring in an accounting firm to help the new board to quickly assess the financial situation and get control of Pacifica's finances. The accountants' report came out last week and is grim. It is posted on the Pacifica web page at www.pacifica.org -- under "Governance -- Pacifica Audit, Feb 2002". We are facing $5.4 million debt racked up by the former administration -- almost half of which was for the legal and PR firms they used to fight us ... but a great deal of this debt is station operating expenses that the national office simply failed to pay.

To avoid being forced into bankruptcy (and facing potential loss of broadcast licenses) very serious steps are needed. We will be working with a "financial work-out specialist" to negotiate with creditors to reduce their bills and to arrive at payment schedules. There will also be major cuts in the national budget and all local and national management personnel have already agreed to take a 10% pay cut. We will do everything possible to reduce the impact on our local stations. The accounting office has already set up or is in the process of setting up local operating bank accounts for each station, under the control of the station manager and to be managed against the station's budget. The money raised in the on-air fund drives beginning now will go to these local operating accounts for local station expenses, including past due and unpaid bills. Some money from these fund drives may also be needed for national expenses ... but that money will be accounted for against each station's "national services" budget.

We will also need to do some "extraordinary" fundraising to help us pay off this debt, and plans are being made now for a "special period" of fundraising where we will be asking everyone who supports Pacifica's mission to come to our aid in the worst financial crisis in our history. As horrifying and outrageous as this debt is, our need and obligation is to preserve our broadcast licenses. In this time of national warmongering abroad and attacks on our civil rights at home, we need Pacifica and an alternative voice now more than ever.

The minutes from the December 29th board meeting should be posted to Pacifica's web page soon (don't know why they haven't been posted yet). The minutes from the January 11-13 meeting have been delayed because we didn't have the money to pay the transcriptionist until today! I expect to get the transcript soon & will be preparing minutes soon after.

The next board meeting will be in Los Angeles on March 8-10. At that meeting we will be setting up local committees to help with the re-write of Pacifica's bylaws and local advisory board elections procedures. You will receive more information about how to participate in that effort after the March meeting. We will also be setting up a "Mission Commission" to help us refocus Pacifica on its mission and to develop policies to guide each of our 5 stations in fulfilling our role in media in the first part of the 21st century.

The interim board "dynamics" are very difficult and troubling. James Ferguson, Marion Barry and Bert Lee (all appointed by the former board majority) appear to be very angry men. Lee is threatening to sue because he doesn't approve of our new treasurer (I doubt he could find a lawyer to bring such a frivolous suit), Ferguson is threatening to challenge our wpfw license if there are significant changes in wpfw's programming (there is no basis for such a challenge under fcc licensing rules), and Barry went on wpfw last week to do an hour-long angry attack on the new interim board. We are doing our best to understand and diffuse this anger, but it makes our work of rebuilding this radio network more difficult and time-consuming.

As a personal favor, I ask for an email "respite". I'm studying for the California Bar Exam on Feb 26-28 & I just can't respond to the hundreds of emails I received over the past couple of weeks, and keep receiving daily.

Thanks for your past and continued help and support, Carol Spooner Interim Pacifica Board Secretary

PACIFICA FOUNDATION ARTICLES OF INCORPORATION [*1].
http://home.pon.net/wildrose/articles.htm

ARTICLE II [*2]

That the purposes of this corporation shall be:

(a) To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of the Foundation. [*3]

(b) To establish and operate for educational purposes, in such manner that the facilities involved shall be as nearly self-sustaining as possible, one or more radio broadcasting stations licensed by the Federal Communications Commission and subject in their operation to the regulatory actions of the Commission under the Communications Act of 1934, As Amended.

(c) In radio broadcasting operations to encourage and provide outlets for the creative skills and energies of the community; to conduct classes and workshops in the writing and producing of drama; to establish awards and scholarships for creative writing; to offer performance facilities to amateur instrumentalists, choral groups, orchestral groups and music students; and to promote and aid other creative activities which will serve the cultural welfare of the community.

(d) In radio broadcasting operations to engage in any activity that shall contribute to a lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and through any and all means compatible with the purposes of this corporation to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.

(e) In radio broadcasting operations to promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community.

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

*1 Original Articles filed on august 24, 1946, as amended through the last amendment filed with the Secretary of State on February 2, 1976. Certified copies of the Articles of Incorporation and subsequent Certificates of Amendment may be obtained directly from the Secretary of State of the State of California.

*2 Article II was amended in whole on August 19, 1948.

*3 Article II Subsection (a) was amended March 6, 1971, filed April 9, 1971, and corrected amendment filed May 5, 1971.