to fire Siegel and expel Wilkinson



Motion to fire Pacifica's attorney and expel a board member for ethical violations and conspiracy against the foundation.
This motion was made at the Pacifica National Board (PNB) meeting of August 6, 2015



Dear Pacifica Supporter,

This is a follow-up to my recent email alert to listeners, entitled “A secret plot by 2 top executives to hijack the Pacifica Foundation?”

In that email I promised to place motions before the Pacifica National Board to censure and remove Pacifica Director Margy Wilkinson from the board, and to fire and sever all of Pacifica’s connections to attorney Dan Siegel and his law firm, Siegel & Yee. I have now drafted those motions and appended them below. They will be placed before the national board tonight, and include descriptions of the specific ethical breaches and violations of fiduciary duty to the foundation that make this action necessary.

Regards,
Stephen M Brown
sbrown13[ ]nyc.rr.com Director, Pacifica National Board
Member, WBAI Local Station Board
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1. Motion to Censure Margy Wilkinson by the Pacifica National Board

Wilkinson, Margy -- WHEREAS it was recently discovered that, on or about September 24, 2013, Margy Wilkinson (while serving as a director of the Pacifica Foundation) had conspired in secret with Dan Siegel (who was also serving as a director of the Pacifica Foundation) to create, file, and register with the California Secretary of State, a shadow corporation named “KPFA Foundation”; and

WHEREAS Wilkinson and Siegel named their shadow corporation “the KPFA Foundation,” thus intentionally and without permission misappropriating the call letters of KPFA Radio, a legally owned trademark of the Pacifica Foundation (then known as Pacifica Foundation Radio), and also intentionally misappropriating without permission, in its articles of incorporation, the exact wording of the Pacifica Foundation mission statement; and

WHEREAS Wilkinson and Siegel represented to the California Secretary of State that Dan Siegel was the legal agent of this shadow corporation, and that its legal address was that of the Siegel & Yee law firm, at 499 14th Street, Suite 300, Oakland, CA 94612; and

WHEREAS the purpose and intent of this shadow corporation, according to a public explanation by Dan Siegel, was to acquire the broadcasting license and assets of KPFA Radio from the Pacifica Foundation; and

WHEREAS the existence of this shadow corporation was hidden and kept secret from the Pacifica National Board, of which Margy Wilkinson was then, and is now, a member, and was also hidden and kept secret from the executive director of Pacifica, John Gladney Proffitt;

THEREFORE be it resolved that the Pacifica National Board censure director Margy Wilkinson for engaging in unethical behavior that breaches her duty as a board member and violates her fiduciary obligation and duty of loyalty to the Pacifica Foundation.


2. Notice of Intent to pursue the Removal and Expulsion of Margy Wilkinson from the Pacifica National Board

WHEREAS Margy Wilkinson, a director of the Pacifica National Board, has breached her duty of loyalty and violated her fiduciary obligation to the Pacifica Foundation by engaging in unethical behavior, including but not limited to the following:

A. While serving as a director of the Pacifica Foundation, on or about September 24, 2013, she conspired in secret with Dan Siegel, who was also serving as a director of the Pacifica Foundation, to create, file, and register with the California Secretary of State, a shadow corporation named “KPFA Foundation”;

B. By so naming their shadow corporation, she and Siegel intentionally and without permission misappropriated the call letters of KPFA Radio, a legally owned trademark of the Pacifica Foundation (then known as Pacifica Foundation Radio), and also intentionally misappropriated without permission, in its articles of incorporation, the exact wording of the Pacifica Foundation mission statement;

C. Wilkinson and Siegel also represented to the California Secretary of State that Dan Siegel was the legal agent of this shadow corporation, and that its legal address was that of the Siegel & Yee law firm, at 499 14th Street, Suite 300, Oakland, CA 94612;

D. The purpose and intent of this shadow corporation, according to a public explanation by Dan Siegel, was to acquire the broadcasting license and assets of KPFA Radio from the Pacifica Foundation;

E. The existence of this shadow corporation was hidden and kept secret from members of the Pacifica National Board, of which Margy Wilkinson was then, and is now, a member, and was also hidden and kept secret from the executive director of Pacifica, John Gladney Proffitt;

THEREFORE LET THIS SERVE AS NOTICE OF INTENT on the part of three Pacifica directors (viz: Steve Brown, Janet Coleman, and Carolyn Birden) to pursue the process, as set forth in the Pacifica bylaws and in Roberts Rules of Order Newly Revised, 11th Ed., to remove and expel Margy Wilkinson from the Pacifica National Board, a process that includes a 30 day notice of a Special Pacifica National Board Meeting with charges and specifications, for the purpose of allowing Margy Wilkinson due process to argue why she should not be removed and expelled from this board; after which the board will vote Yes or No on the matter of removal and expulsion.

3. Motion to sever all connections between the Pacifica Foundation, on the one hand, and Dan Siegel, the Siegel & Yee law firm, and any and all of its associates, employees, and affiliates, on the other hand.

Siegel, Dan -- WHEREAS Dan Siegel, while serving as a director of the Pacifica National Board, abetted and participated in the following secret and unethical behavior, including but not limited to the following:

A. While serving as a director of the Pacifica Foundation, on or about September 24, 2013, he conspired in secret with Margy Wilkinson, who was also serving as a director of the Pacifica Foundation, to create, file, and register with the California Secretary of State, a shadow corporation named “KPFA Foundation”;

B. By so naming their shadow corporation, he and Wilkinson intentionally and without permission misappropriated the call letters of KPFA Radio, a legally owned trademark of the Pacifica Foundation (then known as Pacifica Foundation Radio), and also intentionally misappropriated without permission, in its articles of incorporation, the exact wording of the Pacifica Foundation mission statement;

C. Siegel and Wilkinson also represented to the California Secretary of State that Dan Siegel was the legal agent of this shadow corporation, and that its legal address was that of the Siegel & Yee law firm, at 499 14th Street, Suite 300, Oakland, CA 94612;

D. The purpose and intent of this shadow corporation, according to a public explanation by Siegel, was to acquire the broadcasting license and assets of KPFA Radio from the Pacifica Foundation;

E. The existence of this shadow corporation was hidden and kept secret from the Pacifica National Board, and was also hidden and kept secret from the executive director of Pacifica, John Gladney Proffitt;

WHEREAS the above activities constitute an ethical violation of his fiduciary obligation and duty of loyalty to the Pacifica Foundation, both as a then-director of the foundation, and also as its legal representative, then and now, when he and/or his firm was hired to represent the foundation on various legal matters;

THEREFORE be it resolved that the Pacifica Foundation dismiss Dan Siegel and sever all connections between itself, on the one hand, and Dan Siegel and the firm of Siegel & Yee, and all of its employees, associates and affiliates, on the other hand, as expeditiously as possible, and with prejudice.












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