Pacifica peace talks coming
From: Leslie Cagan
Date: Thu Oct 25, 2001 9:59 am
Subject: MEDIATION OF LAWSUITS SET FOR NOVEMBER 1ST
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MEDIATION OF LAWSUITS SET FOR NOVEMBER 1ST
On Thursday, November 1st, plaintiffs and defendants in the four law suits brought against the Pacifica Board of Directors and Pacifica Foundation will enter into mediated settlement discussions. We will be using the services of Retired California Supreme Court Associate Justice Edward A. Panelli through a private mediation firm, JAMS (Judicial Arbitration & Mediation Services). Justice Panelli has been agreed to by all parties and will facilitate discussions to see if the parties can reach an agreement ... he will not dictate a solution.
All of the parties enter the discussion with no pre-conditions, and this is not a court ordered or supervised mediation. We are hopeful that a successful conclusion can be reached and we can all get back to the task of serving the mission of Pacifica during this crucial time. At the same time, since there are no guarantees that these negotiations will result in a mutually acceptable resolution, we are moving full steam ahead preparing for trial as scheduled in January.
As soon as possible we will issue a report on the outcome of the discussions. In the meantime, we again thank you for all of the support you have given the legal work.
From: Carol Spooner
October 25, 2001
Dear All -- Below [see above]is a statement just issued by some of the plaintiffs in 3 of the 4 the lawsuits regarding mediation, followed by legal & other news you may or may not have heard.
MEANWHILE TRIAL PREPARATIONS CONTINUE
On Monday, October 22nd, plaintiffs in the "listeners' lawsuit" filed a motion for "summary adjudication" of our claim that the Pacifica Foundation is only permitted by its Articles of Incorporation to have five directors. The pretrial judge will rule on this motion on November 19th. If the judge rules in our favor, that issue will be resolved and the trial judge will determine in January which directors can remain on the board. We assert that the last two elections (March 2000 & September 2001) were illegal -- That would remove 9 of the 16 current directors, leaving 7. Of the 7 remaining, we assert that Ken Ford's term expired in June 2000 and that Robert Farrell has been lawfully voted off the board by the KPFK (Los Angeles) LAB -- leaving as directors Moran, Johns, Kriegel, Bramson & Robinson.
If the judge declines to grant summary adjudication on November 19th -- the issue of the 5 director limit will be decided by the trial judge in January.
A total of roughly 40 depositions will be taken by both sides in November & December. Depositions thus far are scheduled to begin in Houston & New York on November 5th, in Washington DC on November 12th, in the SF Bay Area on November 26th, and in Los Angeles on December 17th.
NEW PACIFICA BOARD CHAIR FIRES EXECUTIVE DIRECTOR [Containing some information from the "SavePacifica" bulletin sent last night to subscribers to that news bulletin]
Pacifica's board chair Robert Farrell told "dissident" director Pete Bramson on a phone call last night that he has fired Executive Director Bessie Wash. According to Bramson, Farrell said that he had appointed the current national development director, Joanne Meredith, to act as interim executive director for 6 months. This was done without consultation with the board executive committee or the entire board of directors. While the firing of Wash is a good thing -- governance by fiat is not, and has characterized Pacifica for the past several years.
Wash, formerly station manager of Pacifica's Washington DC station WPFW, was named executive director in February 2000 by then board chair Mary Frances Berry. Wash has presided over the continued deterioration of the network and its finances, begun by her predecessor Lynn Chadwick with the KPFA lockout in 1999 -- including the banning of Pacifica's only remaining nationwide program, "Democracy Now," the "mainstreaming" of the once alternative daily Pacifica Network News, now the target of a boycott and a strike, the "Christmas Coup" at WBAI in New York, which resulted in dozens of staff members being fired and banned, and the expenditure of an estimated two million dollars on legal fees, public relations firms, and security services.
I view this news with a great deal of caution. It is important to remember that there was much rejoicing when former executive director Lynn Chadwick resigned in February 2000, and when former board chairs Mary Frances Berry and David Acosta resigned (a total of 11 directors have resigned and been replaced since the KPFA crisis began in March 1999 -- Roberta Brooks, Loretta Ross, Cheryl Fabio-Bradford, William Lucy, June Makela, Mary Frances Berry, Frank Millspaugh, Micheal Palmer, David Acosta, Karolyn Van Putten & Andrea Cisco). But this fight has never been about persons -- it has been about their policies. And those policies -- mainstreaming Pacifica -- have accellerated over the past 6 years.
One of KPFA's treasures -- Jennifer Stone -- said on "Stone's Throw" this morning, discussing the mainstream propaganda concerning our current war, that she is "trying to hang on to history, not the straws on the surface."
Pacifica Means Peace.
[ posted on the message board at: www.goodlight.net/wbai ]
Repost of Spooner
Who Defines Who is a Member?
By Carol Spooner
Pacifica's original 1946 Articles of Incorporation and bylaws provided for
"Executive Members" who elected a "Committee of (5) Directors." This was back in the days when there was only one station, KPFA in Berkeley. The Executive Membership was a self-selecting body of people "with an interest in the station and its purposes." The Executive Members ranged in number from around 16 to 39 at various times before they were eliminated by a bylaws change in 1961.
In 1961 the Local Station Boards were established. Pacifica had expanded from one station to 3 - adding KPFK in Los Angeles (1959) and WBAI in New York (1960). It became the practice at that time for an unspecified number from the local boards to sit on a national Board of Directors. However, this practice was not codified in the bylaws, which had been amended in 1961 to provide for a self-selecting Board of Directors.
Then, in 1984, the bylaws were again amended to provide for election of directors by the local station boards, in accordance with the (actual) practice since 1961. That change effectively created "members" again under California law, which specifies that anyone with the right to elect directors is a "member."
By that time there were 5 stations -- KPFT added in 1970 (Houston) and WPFW in 1977 (Washington). The bylaws also were amended at that time to permit for election of "at large" directors by the board of directors. The bylaws did not specify the number of directors to be elected by each station board or the number of "at large" directors -- and the Articles of Incorporation limiting the number of directors to 5 have never been amended.
The 1984 bylaws did not specify how the station boards were to be selected. This omission caused many problems in ensuing years, as the national board or the station managers "dissolved" or "froze" the station boards when they didn't like their actions. The managers would then claim the right to approve the station board members, although there was no such authority granted to them in the bylaws.
Finally, in 1997, the national board amended the bylaws purporting to eliminate the right of the local boards (now called "local advisory boards") to elect directors, and in 1999, amended the bylaws again purporting to eliminate the right of the local boards even to nominate directors. Neither of these bylaws amendments were approved by the local boards and were, therefore, illegal under California law which requires a vote of approval of the "members" prior to any bylaws amendments materially and adversely affecting their voting rights.
The listener's lawsuit requests the court to do several things, among them :
(1) Remove the board majority directors for breach of trust and gross abuse of their authority.
(2) Declare that Pacifica is limited to 5 directors under its Articles of Incorporation, unless and until the Articles are amended to provide for a different number,
(3) Declare void the 1997 and 1999 bylaws amendments as not having been approved by the members,
(4) Require bylaws amendments specifying the qualifications and rights of the local station board members, including how they are to be elected, their terms, how many directors each station board is entitled to elect, etc,
(5) Require bylaws amendments granting listener-sponsors voting rights and legal "membership" status.
We are asking the court not to re-write the bylaws, but to set a post-judgment timeline for the foundation to get this done. The basis for this is that the old bylaws don't specify who elects the local boards, and are deficient due to vagueness, and that the listener-sponsors are the logical body to elect them, as we are the "intended beneficiaries" of the Pacifica trust.
I don't know a perfect system for defining who votes for the local boards. But I think the KPFA "unofficial" definition of eligible listener-sponsors is pretty good- namely, a minimum contribution of $25 per year or 3 hours of volunteer time per year. If we do not have a defined the group with voting rights, then who will choose the local board members and whose interests will be represented? That has always been a problem for Pacifica, and it needs to be solved in this settlement. If the defined voting group is not listener-sponsors, then the process becomes circular and open to manipulation by management.
The current KPFA rules also require racial and gender balance among the members of the local board. There are 14 listener-elected local board members, and 8 staff-elected local board members. I believe that this sizeable representation by the station staff is important to improve communications between listeners and staff, and to make sure that staff/management problems are carefully addressed. I've never known a board that willingly took its workers' view into consideration. Boards tend to be dominated by the management, which they choose. I don't think that is the right way for Pacifica to organize its board or to treat its workers. The management-heavy board model has also permitted many of the problems we've seen over the years. Problems such as the shift from vibrant, risky, stimulating "free speech radio" to strip programming, over-produced, watered-down "niche music" and lite chat for the most part.
Finally, I believe that the local boards should be designated as "subcommittees" of the national board of directors, and should elect some of their members to serve concurrently on the national board. The local boards, then, should have the board of directors' power of oversight over the local stations delegated to them under the bylaws, and should hire/fire the station managers and govern local station policies, with the national board coordinating among stations, and overseeing national programming and the Pacifica Archives. With this kind of system a proper balance could be struck for local control over our five local community radio stations while maintaining a national network with national programming and a program service for the 50-or-so Pacifica Affiliate stations around the country.
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