PACIFICA NATIONAL BOARD ILLEGAL ACTSLast update: May 25, 2000
legal@ringnebula.com for all additions, corrections, etc. ________________________________________
BYLAWS VIOLATIONS:
9/97 - Changed practice of having LAB's nominate and elect local representative's to the PNB to having them nominate only. This was done without LAB members' consent. [from transcripts]
2/99 - Changed practice of having LAB's nominate representatives to the PNB to having no roll. This was done without LAB members' consent. [from transcripts]
10/99 - National Board elected three new at-large Directors as a bloc, rather than individually and used a voice vote as opposed to the required 2/3'rds vote via secret ballot.
2/2000 - Refusal to seat Jay Imani as a director -- duly elected by the KPFA LAB at its meeting prior to the June 1999 National Board Meeting Packing the Board at its Feb 2000 meeting -- with 19 members -- when the historic custom & practice of Pacifica is to have a maximum of 15 directors -- 10 elected by the LABS and not more than 5 elected 'at large" directors. The board as of 6/2000 will consist of 9 "at large" directors (Berry, Moran, van Putten, Johns, Murdock, Lee, Cagan, Chambers & Lyons) and 10 LAB-elected directors (Bramson, Kriegel, Farrell, Palmer, Acosta, Ford, Robinson, Millspaugh, Cisco -- and Imani who has been denied his seat). Any change in the number of directors and in the ratio of LAB-elected to "at large" directors must be approved by a vote of the LABS.
LAB LAWSUIT: [Dan Siegel of Siegel & Yee explanation of 3 main points]
The Plaintiffs allege that:
1.They are members of the Pacifica Foundation and that their rights were violated when the bylaw changes were adopted by the National Board without the consent of the Local Advisory Board Members.
2.In the second cause of action, again the Plaintiffs allege that they are members of the Pacifica Foundation, and that the National Board violated Pacifica's bylaws and articles of incorporation when they did a variety of things, including changing the bylaws, including allowing some of the members of the Board to serve on the executive committee after their terms had expired, and also by allowing the chair of the National Board, Mary Frances Berry, to appoint people to executive committee terms of three years when, we assert her power was limited to filling vacancies.
3.In the third cause of action, we are no longer alleging that the plaintiffs are members of the Foundation but that the Plaintiffs are representatives of the entire class of people that made contributions to Pacifica based upon Pacifica's representation that the funds would be used in a way that is consistent with Pacifica's bylaws, articles of incorporation, and history. Essentially what we are saying is that it is an unfair business practice for them to use our money to wipe out Pacifica as we know it, and further it has been an abuse of our money to use it for security guards, PR firms and so on."
LISTENER LAWSUIT: GROUNDS FOR REMOVAL OF THE BOARD:
The legal grounds for removal of directors of a California nonprofit public benefit corporation (such as The Pacifica Foundation) are: "fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation..." (Cal.Corp.Code §5223) The factual bases for removal of the Board include, but are not limited to, the following well known acts (or ratification by silence):
(1) installing armed guards from IPSA International, a corporate intelligence and security service, at KPFA, where journalists report on international corporate crimes and abuses;
(2) conducting citizens arrests of peaceful demonstrators against the Board's actions;
(3) arresting KPFA Berkeley station personnel for "trespassing", and taking all regular programming off the air;
(4) conducting closed Board meetings and refusing to make Foundation books and records available for reasonable inspection by members;
(5) virtual elimination of local community affairs and news programming at KPFT Houston, contrary to the purposes stated in the Articles of Incorporation;
(6) engaging in "union busting" tactics at WBAI New York, contrary to the purposes stated in the Articles of Incorporation;
(7) purporting to amend the bylaws, by unlawful and dishonest acts, to create a self-perpetuating, self-selecting Board of Directors;
(8) soliciting contributions from the public under false pretenses with intent to use such funds for purposes contrary to those stated in the Articles of Incorporation;
(9) wasting Foundation assets and public contributions to carry out the above abuses and thereby threatening the Foundation with insolvency; and
(10) imposing a "gag rule" on personnel at the five radio stations to prevent them from alerting the class members to these alarming and unlawful acts.
MARY FRANCIS BERRY PUBLIC STATEMENTS - LIES TO THE PUBLIC
Pacifica National Board member Pete Bramsonšs statement at 7/28/99 Berkeley press conference:
My name is Pete Bramson. That's spelled B-R-A-M-S-O-N. I have been a member of the Pacifica National Board since March of last year. My day job is as a systems support manager for a computerized ticketing agency, and I live in Oakland.
I take no pleasure in being here today but I cannot remain silent while Pacifica's National Board holds serious discussions in secret about selling KPFA.
KPFA is a national treasure. My commitment is to the KPFA staff and listening community. I hope that by making the public [aware] we can help convince the rest of the Board not to go through with this tragic plan.
Pacifica Board Chair Mary Frances Berry has repeatedly said during these past several weeks that she has no intention of selling KPFA. That's not true.
During a telephone conference call yesterday, Pacifica Board Vice Chair David Acosta put forward the following proposal. I want to emphasize there was no vote. But the executive committee of the board was to continue discussing this issue today. I do not serve on that committee.
There are several parts to this plan, which is somewhat complicated and was floated in an incomplete fashion yesterday. So I'll give you the highlights.
Acosta proposed taking out a five million dollar loan against the value of the KPFA license. That could happen quickly. He proposed selling the KPFA frequency, which has an estimated value of 65 to 75 million dollars. That would take longer to accomplish. With a small portion of the proceeds of the sale of KPFA, Acosta proposed that Pacifica set up another Northern California station--perhaps in Palo Alto which Mary Berry said might be a friendlier city than Berkeley. A possible Palo Alto station would have only a fraction of the potential audience that KPFA currently can reach.
As part of the discussions of selling KPFA, questions were raised about the financial costs of the current dispute--the armed guards and the new public relations firm. While Mary Frances Berry did not provide specific figures on the cost, she did say there may only be enough money left to continue paying the staff for two or three weeks. Mary Frances Berry also said that the new P.R. Firm, Fineman Associates, may quit.
There was no hint that Mary Frances Berry has any intention of trying to reopen KPFA, put the staff back to work and resume broadcasting the wonderful local programs, which have been produced here for 50 years.
We do need our radio station back. I call publicly on my fellow board members to do the right thing and give KPFA back to its community.
Finally, yesterday, Mary Frances Berry called me a fascist thug for disagreeing with her. And she called on me and two other dissenting board members to resign. I have no intention of resigning form the board. I will continue to fight as a member of the Pacifica National Board to save KPFA.
PNB MEETING FEB-2000:
1. Apparently, a phone meeting of the Governance Board had been held, during which Chair Mary Frances Berry proposed three names for three vacant board positions - Murdock, Lee and Valerie Chambers of Houston. [savepacifica website 3/1/00 from the Berkeley Daily Planet, February 29, 2000]
2. [Regarding nominees to the Board:] "The names were pushed through by Dr. Berry herself," Moran said, explaining that he learned about what went on in the meeting from Governance Committee member Rob Robinson. "That raised a lot of concerns," Moran said. That meant that the local advisory boards had no possibility of putting forward names of people they want on the board. [savepacifica website 3/1/00 from the Berkeley Daily Planet, February 29, 2000]
3. Another point of frustration for Moran was that the new chair and vice chair had been nominated by the executive committee in closed session. "The executive committee should be open to the rest of the board - at least to listen in," he said, noting that, in general, the reason a community board has an executive committee is to meet when the full board cannot. The executive meeting took place during the full board meeting, excluding members not appointed to the body. [savepacifica website 3/1/00 - from the Berkeley Daily Planet, February 29, 2000]
4. On Saturday the Board Governance and Structure Committee met. Tomas Moran had brought a proposed bylaw amendment for consideration that would put the "no sale" resolution adopted at the October board meeting into the bylaws. David Acosta (from KPFT) is the chair of that committee. He said Tomas had not followed proper procedure. That proposed bylaws amendments had to be sent out with the Notice of the Meeting. Tomas said he had sent the proposed amendment to the executive director (Lynn Chadwick) and requested that she send it with the notice of meeting. Acosta said that the governance & structure had met by phone and decided not to include it with the notice. Tomas asked why the committee had met without including him, since he is a committee member. Acosta said that was a "mistake" and that Tomas should have been included. At that point Mary Berry said the "mistake" was that Tomas is not a member of that committee. Tomas pointed to the list of committee members the that showed that he is a member. She said that the list was a mistake. She then made a pushing away arm and hand gesture towards him and said loudly and vehemently "YOU ARE NOT ON THIS COMMITTEE." (Tomas joined the board of directors last October. The transcript of that meeting has mysteriously been "accidentally" destroyed according to Lynn Chadwick. Many people at the October meeting recorded in their notes that Tomas was appointed to the governance & structure committee at the October meeting.) [Carol Spooner]
5. One of Moran's many frustrations was that he believed he was a member of the Governance Committee and would have a voice in the selection of new board members. A number of people at the fall board meeting in Houston had confirmed that they heard his appointment announced at that meeting, Moran said. "They showed me their notes," he said. And in the board packet, his name was listed as a member of the committee, Moran said. However, when he pointed that out to Berry, she told him it was a mistake. Moran wanted to verify whether or not he was on the committee, but, he said, the transcript of the fall meeting was destroyed due to a computer virus, according to Berry. A new set of minutes was yet to be transcribed from the tape. [savpacifica site 3/1/00 from the Berkeley Daily Planet, February 29, 2000]
6. The court steno was sent home just before the beginning of the Governance Committee meeting. There is no official record of this meeting which was open to the public. According to my conversation with the steno the next day, when I asked her why she wasn't there, she said she had been sent home. (Alice Chan)
B. WASH's RECORD OF CENSORSHIP AT WPFW [From The Alliance for Progressive Radio (www.freewpfw.org), forwarded by Michael Costello:]
1. On April 19, 1999 - Pacifica station WPFW in Washington DC pulls CounterSpin, a weekly half-hour program produced by Fairness and Accuracy in Reporting (FAIR), a media watchdog group. The program includes an interview with recently fired national broadcaster Larry Bensky.
2. On July 13, Pacifica bars KPFA staff and community from the network's flagship station, and reprograms its air. Fifty-two arrested outside the station, including KPFA news directors.
3. On July 14, Pacifica managers pull the network's most popular program Democracy Now! from KPFK, WPFW and KPFA. The main story on the show that day addresses the crisis at KPFA. Executive Director Lynn Chadwick is interviewed live on the program and replies to critics.
4. Pacifica chief Lynn Chadwick bars the July 14th edition of Democracy Now! from being put up on Pacifica's Web Site. Chadwick also blocks the Pacifica Radio Archives from selling or distributing copies of the July 14th program. The July 14th edition of Democracy Now! is still not up on the web.
5. On July 20, station WPFW pulls a CounterSpin broadcast featuring KPFA local advisory board member J. Imani and media critic Norman Solomon.
6. On July 21, WPFW carefully cuts out a story about the KPFA crisis on the Pacifica Network News (PNN), leaving the impression of a seamless show, strangely truncated in length. News Director protests alteration, charging that it constitutes a fraudulent misrepresentation of authorship and violates Pacifica's must carry rule.
7. On July 23, Democracy Now! airs the same PNN piece by Verna Avery-Brown. Just before the story comes on, the air at WPFW suddenly deteriorates and an announcer tells listeners that there are "technical problems." Once the story about the KPFA crisis is over, WPFW returns to the program.
8. On July 28, Democracy Now! host Amy Goodman read live on the air a piece from The San Francisco Chronicle of the same day about the possible sale of Pacifica station KPFA. Pacifica station WPFW in Washington DC interrupts the program and pulls it from the air. (www.pacifica.org/programs/democracy_now/archives/d990728.html. Segment comes at the very end of the one hour show.) WPFW management airs a disclaimer following the program, saying the contents of Democracy Now! do not reflect the views of WPFW.
9. On July 29, WPFW pulls Democracy Now! for airing a short piece announcing the re-opening of KPFA.
10. Pacifica station WPFW again alters the Pacifica Network News (PNN) on July 29, seamlessly cutting out a piece on the opening of KPFA and presenting the newscast as if it was normal.
11. On Nov. 1, PNN News Director Dan Coughlin is summarily removed as national news director after airing a news brief on a Pacifica affiliates boycott of Pacifica programming. Pacifica News Anchor Verna Avery-Brown walks off the job in protest at the shake-up.
12. On Nov. 9, WPFW interrupts CounterSpin in the middle of an item about the "reassignment" of PNN Director Dan Coughlin. Managers play music over the story and return to the show once the item is over.
13. In early December, WPFW cancels CounterSpin, FAIR's radio show. At the time, WPFW offers no rationale for its actions. Later, a Pacifica press release says the show did not raise enough money on the listener-sponsored station.
14. In mid-January, 2000, signature Pacifica voice Verna Avery-Brown officially leaves the network after 11-years as a reporter and anchor. Avery-Brown decries censorship and the disturbing trend away from progressive coverage at Pacifica's national news.
15. On February 28, live on the air, Amy Goodman on Democracy Now! reads a brief item on changes that took place at the Pacifica Board meeting the previous day. The full program (which includes interviews with anti-death penalty activists including Mumia Abu-Jamal) is prevented from going on the web page.