PACIFICA NATIONAL BOARD REPORT
SEPTEMBER 2000
(2940 Words)
Gary Evans
_________________________
I attended the Pacifica National Board meeting held, again, in Washington, D.C. along with another North Bay for KPFA’er, Carol Spooner, founder of and lead plaintiff in The Committee to Remove the Pacifica Board (Listeners’) Lawsuit. I had the gigantic privilege of serving that powerful suit on Mary Berry and eleven other board members present. (The entire suit can be found at http://home.pon.net/wildrose/remove.htm or http://www.ringnebula.com/PNB.) It will most certainly result in the removal of this criminal board and will draw down the personal bank accounts of several of the people who have so abused the Pacifica community over the past few years.
The public meetings were held at the Double Tree Hotel in Arlington, Virginia, on Saturday and Sunday, September 16th and 17th. It is difficult to express the disorienting quality of a Pacifica meeting being held within easy walking distance of the Pentagon. It is also difficult to express the rancor, the mean spiritedness, and the petty quality of the interactions that filtered through the corridors and echoed within the meeting rooms of these people. This experience was unique and a little bizarre, and now, one week later, I am still trying to digest the disorder and discord I witnessed.
Saturday, September 16th, was filled with committee meetings open to the public and well attended. The Program Policy Committee was first to meet. Here, surrealism was very potent. Steve Yasco, the new National Programming Director, presented his view of the direction that Pacifica will be taking in the coming years, driven by new digital technologies and the changing "market."
In response to Yasco’s stress on "the market" and the technological aspects of "great radio," Tomas Moran challenged the view that market numbers are of greater importance than broadcast content. Yasco attempted to explain his point of view by using an over-modulated microphone to demonstrate "bad sound," and asked if a listener hearing that might just "tune-out" the Pacifica signal. A chorus of "it depends on what you were saying" answered him. This was answered by a moment of surprised silence.
Yasco next unveiled a proposed ~$475,000 programming and demographic study to be undertaken by a "Program Task Force" created by the "administrative council" headed by Executive Director Bessie Wash. Leslie Cagan, Beth Lyons, and Rob Robinson objected to the stated goals of the study and to a comment of Yasco: "People don’t like commercials, which is why they come to public radio and Pacifica." The proposed study would not include an assessment of whether program content is or is not appropriate to Pacifica. Leslie Cagan insisted that such a study, if undertaken, must be "content driven, rather than market driven," and that the expensive and ill-conceived plan in its current form is not acceptable. (Those dear words were very welcomed.)
Rob Robinson pointed out that Pacifica bylaws clearly state that one fundamental task of the LABs is to assess programming needs for their individual communities and to advise station management of their findings. Instead, recent programming decisions are increasingly considered within the purview of Pacifica-Central. In the end, it was agreed, the proposal will be rewritten over the next two months and will then be reconsidered via a conference call before the next board meeting.
Following a long discussion of content vs. market (which SteveYasco, did not appear to "get"), Beth Lyons raised the topic of Amy Goodman and Democracy Now! , and asked that special commendation be offered. Amy’s magnificent works and the power and prestige of Democracy Now! were cited and echoed by several committee members. Instead, the committee, under the leadership of Frank Millspaugh and influenced by Michael Palmer and John Murdock, decided instead to commend essentially everyone at Pacifica Central and Peripheral. (Tomas Moran at the Sunday board meeting the next day suggested that the board should add "the kitchen sink" to those listed for commendation.) So much for the Program Policy Committee.
The Development Committee met during lunch for thirty minutes and discussed a planned future board presentation of station performance data, then discussed national level projects including the archives, convention coverage, national fundraising, etc. Tomas Moran proposed the use of an alternate metric to assess programming needs appropriate to Pacifica’s mission and agreed to generate a formal presentation of the method within one to two months.
The Finance Committee, chaired by Michael Palmer, next met for two hours with a reading of individual station finances that are reportedly in the solvent zone. (KPFA has done exceedingly well, and KPFA management has decided to not use the recent average fund drive totals to draw future budgets, as these have been so far in excess of that expected.) The issue of KPFA being charged for the costs incurred by Mary Berry, Lynn Chadwick, and others during lockout and siege was not raised.
It was revealed that Pacifica National is $100,000+ in the red. Fearing this not, and to help with the "centralization" process, Pacifica national is adding three new positions (finance, human resources, and station relations). Also, all check writing at Pacifica stations is being taken over by Pacifica-Central. This has (predictably) caused major headaches for those attempting to run the day to day operations at the five stations. Beth Lyons strenuously pointed out that centralized check writing has been disruptive to daily workings and has not been demonstrated to be either needed or reasonable. Tomas Moran, attending the meeting from the audience, reminded the committee that this kind of major change in doing business should require study and a suitable report of outcomes. He was ignored.
The national office deficit was blamed in part on a subset of affiliates who have recently refused to pay for national programming. (The reason for their refusal -- censored and watered down Pacifica Network News plus a 10 percent per year fee increase -- was only superficially addressed.) Several board members mentioned that recent communication with affiliate stations has been nearly non-existent. Leslie Cagan related a letter from Carol Pierson, President and CEO of the National Foundation of Community Broadcasters, stating that several of Pacifica’s affiliates complain that Pacifica does not answer their correspondence. Michael Palmer all but dismissed affiliate concerns: "If they want the programs or more programs, they can get on board." (...or not.) After a few more agonizing minutes of this, the meeting adjourned.
John Murdock, chair of the Governance Committee opened the meeting by stating a "no sale" bylaws amendment would be voted on by the full board at the morning meeting, but that this was not on the committee's agenda and would therefore not be discuessed in committee. He then launched into a proposal to create a set of major bylaws revisions that reportedly grew out of an informal conversation "among members of the board" occurring the day before where bylaws, board policies and procedures, etc. were discussed. (Read: Lawsuit Panic!) He then listed the "items that were identified." These included: terms of office vs. terms of foundation officer appointments, compliance with open meeting requirements, and the proper mechanism of bylaws amendment creation and adoption. He suggested that the creation of a draft document should be completed within thirty days!
Tomas Moran, a member of the audience who for several months has been denied his proper seat on the committee, was then offered the floor. He asked that the committee chair (John Murdock) review transcripts of the October, 1999, and February, 2000, board meetings where his Governance Committee seat was offered and then denied (annotated copies of those transcripts are available at http://www.ringnebula.com/PNB). The committee voted to have Mr. Murdock formally review the transcript record and report back by the next board meeting.
Tomas then carefully explained that his being denied a seat on the committee renders decisions made, including proposed bylaws changes, fundamentally flawed. In any case, he offered to generate a bulleted list of items to be included in the proposed upcoming bylaws amendments for study prior to the writing of a draft document.
Michael Palmer next took the floor but could not be heard. Patty Hefley, a co-plaintiff in the Listeners’ Lawsuit in the audience, requested that he speak into the microphone. This generated a bizarre response from Palmer who subsequently refused the use of a microphone: "...I don’t work in the radio business, I’m a real-estate broker..." His comments, difficult to hear, related to the need for the entire board to be active both in reviewing and in generating the draft bylaws amendment document.
Rob Robinson suggested that the current board is a two-tiered structure consisting of those who make the decisions and those who remain excluded from the process. He (accurately) defined current board structure as being supported by those who wield power and control rather than by a coherent and legally created set of bylaws.
Beth Lyons suggested a full audit of board procedures, bylaws, and to determine if the foundation is in compliance with all applicable laws, both federal and state. Executive Director, Bessie Wash, unreassuringly stated that this is ongoing, and is repeated on a yearly basis. (I look forward to that explored in deposition.)
John Murdock then invited any members of the committee and any other interested board members to meet with two potential future board nominees later that evening at an undisclosed place and time. The first candidate to be considered for a seat is Francesco Rocciolo, Citibank Vice President in charge of international private banking for Europe, the Middle East, and Africa. (Unbelievable!) The second potential nominee is Luis Wilmot, Executive Director of Texas Partnership for Competition - a pro-competition group of long distance carriers, consumers, and businesses in Texas including Texas Citizen Action, Texas Consumer Association, AT&T, and the Texas Cable and Telecommunications Association.
Beth Lyons, Rob Robinson, Leslie Cagan and Tomas Moran strenuously objected to the process of introducing candidates without due process and with the potential of further packing the board through a fast-track mechanism. The expected denials were issued and the meeting was rapidly adjourned.
This takes us to the full board meeting on Sunday, September 17th. Mary Berry, acting as "interim-chair" with David Acosta absent for medical and / or other difficulties, began the session discussing agenda items. Shortly after the session began, I rose and interrupted the proceedings with a most wonderful announcement, made in each of your names and with the full power and authority of the Attorney General of California and Alameda County Superior Court: Pacifica and the board members present were served with a lawsuit filed two days earlier.
Mary Berry was first handed her copies of the summons/omplaint followed by copies directly handed to Ken Ford, Michael Palmer, Beth Lyons, Bertram Lee, Valrie Chambers, Leslie Cagan, Karolyn van Putten, Rob Robinson, Tomas Moran, Frank Millspaugh, and John Murdock, in that order. During this process Dr. Berry, John Murdock and others harangued and taunted me stating that the service was improper, that service should have gone to their counsel, etc. This could be interpreted as attempting to interfere with a legal service and, as this behavior was coming from attorneys, I found myself (mildly) surprised. With the serving of the last papers, I returned to my seat and attempted to breathe again!
Mary Berry then claimed that the meeting had not yet begun (I suspect to keep the service and board comments during that service out of the public transcripts being continuously recorded).
Following acceptance of the minutes from the previous meeting, June 11, 2000, the Executive Committee offered its report of a closed session meeting two days earlier. [See: Transcripts of this report]
The first topic discussed was the chronic lack of response experienced by a minority of directors and the run-around they are given within the board. Mary Berry, John Murdock and Michael Palmer answered these concerns with further, well practiced, circular rhetoric.
Major concern was raised about a new law firm - Epstein, Becker, and Green - hired by Executive Director Bessie Wash to represent the foundation. The concern centers on the fact that a member of that law firm, John vemobvious conflict of interest as Murdock could potentially benefit from work done in defending Pacifica and its board members. Further, several directors complained that they had not been notified of this hiring decision and considered themselves compromised by it. Heated discussion led nowhere with Mary Berry offering her assurances that the decision was not improper and was well within the purview of the Executive Director’s office. She sidestepped the question of propriety by stating this decision required no input from board members. Dr. Berry asked for a motion to drop the law firm; this was offered, seconded and died a quick death. The next suggestion by Director Leslie Cagan -- to develop a conference where legal strategies could be discussed among the board members -- was answered by Ken Ford: "...I have no trust or faith in that these [sic], my fellow board members and therefore I could not, ah, support any kind of motion, because, if we are going to discuss strategy, why don't we just put it up on the airwaves, because that's exactly where it's going to end up! "
Frank Millspaugh, Program Committee chair, then offered that committee’s report. He summarized concerns raised about the proposed Program Task Force (sans concerns voiced over the market vs. content question), and summarized the plan to revise it.
A resolution to commend essentially everyone was offered and approved in place of the initially requested specific commendation of Amy Goodman and her extraordinary work with Democracy Now! Again, Tomas Moran suggested adding "the kitchen sink," to the list of those being commended. In essence, special commendation to Amy and to Democracy Now! was declined after Berry argued, "Pacifica cannot be a Johnny one-note network." She suggested that reporters from other news services had begun to not cooperate with Pacifica because of Amy's tactics. (The truth, on the other hand, is that many reporters and news agencies continue to protest censorship at PNN through non-cooperation with Pacifica.)
The Development and then Finance Committee reports were given, reflecting discussions in those committees the day before (documented above). Regarding budget approval, Tomas Moran questioned whether litigation expenses were being charged back to KPFA in the current budget and explained that because of this question and because he did not receive budget materials prior to the meetings, he could not vote to approve it. With repsect to centralized check writing at the five stations, Beth Lyons offered a resolution to formally evaluate Pacifica's centralization process with a report to be prepared for presentation at the March, 2001, meeting. The board sidestepped this effort by referring the motion back to committee (where it will die).
The final report before an attenuated public comment period was from the Governance Committee. Committee chair John Murdock discussed a private, informal meeting that had occurred the night before when several board members met two potential candidates for (illegal) nomination and election to the Board of Directors. It was reported that a consensus of those present at that meeting agreed that five board positions would soon become "vacant," that candidates should be sought, and that their names should be submitted to the Governance Committee for formal consideration (in further violation of valid bylaws). Despite the objections of Tomas Moran and others that a proper and orderly process was not being applied, the board agreed to invite name submissions by November 15, 2000.
The Governance Committee's major decision to fast-track a full rewrite of the entire bylaws structure and have that ready for approval at the March, 2001, board meeting was mentioned in an off-handed way and met with little comment.
Finally, a "no-sale" bylaws amendment was discussed. John Murdock summarized an analysis undertaken by an unnamed FCC council that there were legal problems with proposals being considered. Instead, a markedly weakened bylaws amendment was offered, seconded, and then rapidly voted down.
With that, the one-hour public comment session began (thirty minutes late). Each speaker was given two minutes. After four speakers offered their interesting points of view and information, Patty Heffley, co-plaintiff in the Committee to Remove the Pacifica Board (Listeners') Lawsuit, member of the Committee for a democratic Pacifica - NY, and long time WBAI listener-activist, took the floor. She spoke about the severe board dysfunction evident to anyone who has been attending meetings or reading transcripts, and about ongoing Pacifica Board illegal acts. She predicted that those acts will soon result in personal (financial) damage awards (sought in the Listeners' Lawsuit). Her presentation was riveting, and it appeared to agitate some members of the board. Two speakers later, Frank Wagner, WPFW LAB member, rose to speak about the failure to generate a cogent "no-sale" bylaw amendment. He restated what is in the public record, that a board member - Micheal Palmer - wrote and sent a memo that was leaked early in the Pacifica conflict intimating plans to sell one or more stations within the network. To this, Dr. Berry shouted "bullshit." Frank continued and Dr. Berry again shouted (at a slightly higher pitch), "bullshit." Voices increased in volume, and suddenly, Dr. Berry called for Wagner's removal; then, in rapid-fire sequence she called for and achieved adjournment.
A large group of board directors rancorously made their way out the center isle of the meeting room with a shocked audience calling out: "shame, shame, shame..." With those words the formal meeting ended. Those who had wished to speak then went on to do so, although only a few of the board remained to hear them.
The next Board meeting will be held March, 2001, in Houston, Texas.