Please Vote NO
on the Bylaws change

On the vote to end the experiment in listener voting democracy at Pacifica Radio Network

by Marc Sapir

1. A small group led by Carol Spooner has demanded (in a Court action) that you vote a replacement set of by-laws to govern the Pacifica Foundation and its radio stations (including KPFA). They have not called for specific modifications of the current by-laws in force (originally written by the same Carol Spooner herself in 2000) or on-air or public discussion of modifications but instead want the existing by-laws to simply be replaced by ones they now champion. Certainly the old by-laws need modification but Spooner et al's effort prevents any chance for an open Amendment process to occur. Each of the 5 local Station Boards voted to reject this blatant power move. The national board overwhelmingly opposed the new bylaws, and in an effort to get time for more careful deliberation made sure the local boards voted (as they each did, rejecting the new bylaws). That should have delayed the timeline for listener voting for a year. Spooner and her group went to Court and a judge overruled the National and Local Boards and required a vote by the listener/sponsors of every station now. We believe it's important that people who care to preserve the character of the network and their local station's autonomy should definitely vote in this Court-mandated election. WE RECOMMEND THAT YOU VOTE NO.

2. The new bylaws proposal installs immediately, 6 pre-picked people, who would compose a permanent un-elected majority on an 11-person board, free to operate the Foundation as they please, having an absolute majority. They can establish the board quorum of 6 entirely by themselves. These permanent directors require no consent by the member-elected portion of the board (5 seats - 1 from each station signal area) for any board action. These new by-laws prohibit local station representatives on the National Board from serving as the board chair or board treasurer. Only the pre-selected directors can chair the board or serve as the treasurer. In this model, listener rep votes on any decision of the Board would be merely symbolic whenever the permanent reps vote as a block. (it's reminiscent of the Mary Francis Berry putsch back in the late 1990s which Spooner and almost all listeners opposed).

3. Spooner and her collaborators sent their proposal to 47,000 Pacifica members and 1%-2% assented. Those respondents also appointed 6 individuals and 3 alternates as fixed and presumably permanent National Board members. Of those 9, three have dropped out since the proposal was floated in September. Of the 6 remaining, only 2 have broadcast media experience. Of the 6, none are located on the Eastern seaboard where Pacifica maintains WBAI-FM in New York and WPFW-FM in Washington DC., 2 are associated with the smallest station (Houston).

4. The new by-laws would eliminate any representation for the now over 200 local public radio stations around the country that have affiliated with Pacifica and carry some of its programming.

5. The quorum for future changes to the bylaws including station license sales (which some of the litigants threaten), has been dropped from 10% to 5%.

6. Conflict of interest rules for board members have been changed so that claims that station directors have a "personal interest" in a board decision can prevent them from voting. Conflict of interest exclusion may sound reasonable but it is the way that a temporary Executive was recently able to disqualify the WBAI Station Board representatives on the National Board from voting when he decided to fire everyone at WBAI out from under the listeners, the staff, the Board and the Station management and temporarily closed that station. His decision was overturned in the New York Courts and he was fired, but these new by-laws will legalize that type of putsch against the members, staff, and elected representatives of any station.

7. Recall petition signature standard drops from 2% to 1%. Signal areas will have to entertain recall attempts of their sole elected director if 1% of the members so request. It could herald an open war between factions to recall opponents.

8. Member petition signature requirement remains at 1% of members. Retaining this absurdly low requirement (which is one of the things in the existing bylaws that should be changed) allows any group of 500 people nationwide to compel the Foundation to spend $50,000 to $100,000 on a special election at any time.

9. Automatic indemnification is added for "former directors or officers." Bylaws add automatic indemnification against lawsuits for all former directors or officers, compelling Pacifica to pay for a legal defense for any former member of the board of directors or ED or CFO who is sued in a lawsuit related to Pacifica activities even after they have left the board or the ED position. The costs for this are potentially staggering.

10. Nomination period for station directors is December 15 to January 15. Local elected director nominations will be solicited only during one of the busiest times of the year when many people have significant family responsibilities and out of town trips and members will be inundated with fundraising appeals and many ignore their email boxes.

11. We urge that you vote NO on a referendum that will end the experiment in Listener/Sponsor democracy in governance of Pacifica. The proponents have short-circuited dialogue and proposed a snap ultimatum. These are not the values a community-based membership organization should espouse. The current by-laws that Spooner originally wrote are clearly not working well; just as the US Constitution has also failed us in several ways. But should we throw the baby out with the bath water? The referendum asks you to do just that--allow a small but well-organized group, whose proposal was drafted privately never vetted/critiqued or amended beyond this private group before being thrown at the listeners for a vote, to
impose a permanently un-elected national board majority. VOTE NO, AND PLEASE DO VOTE.

12. Related bombshell danger: The County Tax Collector has given public notice of intent to auction off KPFA's building at 1929 Martin Luther King Jr. Way in March for failure to pay 7 years of real estate taxes. An allegation has been made that the continuing failure to pay the taxes (now owing over 600 thousand dollars) despite regular demands for payment is intended to force the Pacific Foundation into bankruptcy, allowing very wealthy former members of the local KPFA Station Board to simultaneously buy up the building and the 100 million dollar (estimated) license both at bargain prices. Were this to occur it would simultaneously destroy the Foundation, the Network, any listener based governing structure and the independence of KPFA from major financial donors. Interested listeners can call station manager Quincy McCoy at 510-848-6767 ext 203 and demand that KPFA recover owed money from the San Francisco Foundation, pay the taxes and avoid the auction immediately.

February 19, 2020

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Pacifica Fightback for Democracy

KPFA 94.1 FM is one of five stations of the Pacifica radio network located in major cities across the country. The other stations are WBAI 99.5 in New York, WPFW 89.3 in Washington, DC, KPFT 90.1 in Houston, and KPFK 90.7 in Los Angeles. There are also about 250 affiliate stations.

DISCLAIMER: This is not an official Pacifica Foundation website nor an official website of any of the five Pacifica Radio Stations (KPFA Radio, KPFK Radio, KPFT Radio, WBAI Radio, WPFW Radio). Opinions and facts alleged on this site belong to the author(s) of the website only and should NOT be assumed to be true or to reflect the editorial stance or policy of the Pacifica Foundation, or any of the five Pacifica Radio Stations (KPFA Radio, KPFK Radio, KPFT Radio, WBAI Radio, WPFW Radio), or the opinions of its management, Pacifica National Board, station staff or other listener members.