Statement re the Dec. 5th KPFA LSB Mtg
by 13 members of the LSB
In November 2009, the Pacifica National Board (“PNB”) passed a resolution stating policy for board transitions. National Board Chair Grace Aaron sent a letter to all the Local Station Board (“LSB”) chairs notifying them of this Pacifica policy. The resolution stated, (in relevant part): -
*The meeting in December of the LSB is a meeting of the newly elected LSB members with the continuing LSB members. The term of the outgoing LSB ends on November 30 or on the date the vote is certified, if after November 30. The outgoing LSB cannot conduct any business at the December meeting if a vote has been certified. The outgoing LSB may be seated in December for the ceremonial duty of turning the LSB over to the newly elected and continuing members. Any matters still pending from the previous LSB must be taken up by the new LSB when and if it chooses to do so. The first order of business of the new LSB shall be the election of a chair pro tem to preside over the election of officers*.
The first meeting of the newly constituted KPFA local board was supposed to take place on December 5th, 2009 at the North Berkeley Senior Center. When the meeting convened, all the members of the outgoing board were present and seated at the table. When new members showed up and attempted to take their seats they were asked to sit with the public. The outgoing LSB Chair, Conn Hallinan, who was presiding, failed to abide by, or even acknowledge, the PNB policy on board transitions referenced above and proceeded to conduct a meeting that was out of compliance with that policy, including calling the roll of the members on the outgoing board and declining to seat the newly-elected Delegates. The proposed agenda had as items 1, 2 and 3 respectively: ‘Call to Order’; ‘Introductions and Announcements’ and ‘Minutes Review and Approval’. Item # 4 was ‘Seating of New Board Members’.
The majority of the outgoing board seemed intent on moving forward with the stated agenda of approving minutes from the October meeting in Fresno which failed to reach quorum and only then, seat the new board. The outgoing Chair started to call the roll for the outgoing board. When the outgoing Chair called Mary Tilson's name LSB member Joe Wanzala immediately objected on the grounds that she was not a member of either the outgoing LSB, or of the newly constituted board.
The outgoing board Chair maintained that Mary Tilson was on the LSB on the basis that Naji Ali was no longer on the LSB because he was not present at the meeting in Fresno on October 17, 2009. At that point, LSB member Tracy Rosenberg presented and distributed the legal opinion from Pacifica's counsel stating that the 'meeting' in Fresno was not a meeting because it failed to reach quorum, and that Naji Ali was still a delegate and a member of the LSB. Some colloquy on this question followed. LSB member Brian Edwards-Tiekert made the proposal that since we would be unable to resolve the Naji Ali vs. Mary Tilson issue, we should adjourn and meet again in January once the issue was resolved. Joe Wanzala also restated his objection that by trying to conduct any business other than seating the new board the outgoing board was in violation of the Pacifica bylaws and of PNB policy clarifying the procedure for board transitions cited above.
It became clear that the Chair of the outgoing board had no intention of complying with the PNB directive on board transitions, or for that matter conducting our bylaws mandated task of electing board officers. At that point Joe Wanzala declared that he considered meeting out of order. Tracy Rosenberg then invited the members of the new legally constituted LSB to adjourn and reconvene at the West Berkeley Public Library at 1:00 p.m. that afternoon, pursuant to the California Corporations Code and Pacifica’s bylaws:-
* California Corporations Code section 5211. (a)(4) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of an adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.*
* California Corporations Code section 307 (a)(2) Regular meetings of the board may be held without notice if the time and place of the meetings are fixed by the bylaws or the board. 307. (a) [Unless otherwise provided in the article or the bylaws...] *
* Pacifica Bylaws, Article Sev*en, Local Station Boards, Se*ction 6: Meetings, B. TIME AND PLACE…There shall be a meeting of the LSB in December each year to seat newly elected Delegates and to elect LSB officers, and in early January to elect Director(s).*
* Thirteen members of the newly elected LSB (Akio Tanaka, Andrea Prichett, Anthony Fest, Banafsheh Akhlaghi, Chandra Hauptman, Henry Norr, Joe Wanzala, Naji Ali, Renee Yang-Geesler, Sasha Futran, Shahram Aghamir, Sureya Sayadi, Tracy Rosenberg), which constituted a quorum, reconvened at the West Berkeley Public Library at approximately 1.30pm on December 5th and, pursuant to the Pacifica bylaws as well as the board transition policy set forth by the PNB, elected a Chair pro-tem, Tracy Rosenberg, as the first order of business and then elected officers. Sasha Futran was elected Chair; Anthony Fest, Vice Chair; Aki Tanaka, Secretary; and Simon Pius, a finance professional who is not an elected member of the board was elected to serve as the non-voting ex-officio LSB Treasurer. The LSB also set a date for the January meeting to elect PNB directors - it will be held on January 12th, 2010. A location has yet to be determined.
Later on December 5th, 2005, Akio Tanaka (the newly elected secretary) sent out notice to the members of the newly constituted LSB of a January 12th, 2010 delegates and LSB meeting, to elect PNB directors, as mandated by the Pacifica bylaws. LSB member Andrea Turner, who did not attend the reconvened meeting at the West Berkeley Public Library, responded with an email stating that our adjourning and reconvening of the December 5th, 2009 meeting at another location was ‘not legal’. This was followed by an email from the outgoing board secretary Susan McDonough, noticing a January 9th, 2010 LSB meeting.
Apparently, although quorum of the new board was not present at the North Berkeley Senior Center, the 11 members of the new LSB who remained there still purported to conduct a meeting without a quorum. They never achieved quorum of the new LSB because they did not seat the new members before the 13 left, let alone acknowledge them. At the point the 13 left, a purported meeting of the outgoing LSB was still in progress. So there was in fact no ‘meeting’ of the new board at the North Berkeley Senior Center because there was no quorum.
At issue here is the internal coherence and institutional integrity of the Pacifica Foundation. The outgoing board majority, along with the members of the new LSB who chose to remain at the North Berkeley Senior Center, continue to refuse to comply with Pacifica governance policy. It is worth noting that in April 2009, the Pacifica National Board passed a resolution stating that change of status is not a disqualifying act that causes a sitting board member to lose their seat. The PNB made this policy decision in response to an appeal made by several KPFA board members resulting from the removal of Noelle Hanrahan, who was elected as a listener representative and then became a staff member during her term. To be sure, there were strong feelings on both sides of the issue, but the PNB made a decision that all local board members were bound to comply with. The PNB Chair wrote a letter to the KPFA LSB Chair informing him of the PNB’s decision, but the KPFA LSB Chair refused to direct the LSB to comply and the LSB majority failed to challenge the Chair.
On the basis of the foregoing statement of facts, the undersigned members of the KPFA Local Station Board request that the PNB do the following:-
· Acknowledge and recognize the authority and legitimacy, under the Pacifica Bylaws, of the KPFA Local Station Board that convened on December 5th, 2009 at the West Berkeley Public Library.
· Affirm, pursuant to the legal opinion issued by Pacifica counsel Ricardo De Anda that Naji Ali remains a member of the KPFA Local Station Board in good standing and conversely that Mary Tilson is not a member of the KPFA Local Station Board.
· Affirm that the notice given for the January 12th, 2009 meeting by the LSB members convened at the West Berkeley Public Library on December 5th was proper and that no official meeting of the newly constituted Local Station Board took place at the North Berkeley Senior Center because the Chair of the outgoing LSB failed to convene such a meeting.
· Direct the Executive Director to request that the KPFA General Manager see to it that the current January 9, 2010 date posted on the KPFA Website as notice of the next KPFA LSB meeting be removed and be replaced with a posting giving notice of the KPFA LSB meeting on January 12, 2010 consistent with the action taken by the members of the properly constituted KPFA LSB who convened at the West Berkeley Public Library on December 5, 2009.
Akio Tanaka (Secretary)
Anthony Fest (Vice Chair)
Sasha Futran (Chair)