ILLEGAL ACTIVITIES OF THE PACIFICA NATIONAL BOARDSeptember 1997 - June 2000
Gary Evans
(1304 Words)
A request for preliminary injunction was filed in Alameda Superior Court on May 19, 2000, asking the court to immediately reverse ongoing illegal and damaging actions taken by the Pacifica National Board. The request follows an April 30, 2000, ruling favorable to LAB members who filed the lawsuit and overruling arguments by Pacifica attorneys that the LABs have no right to bring suit, whatever their claims. Despite this victory, legal battles take many months or years and all the while damaging actions will continue. The injunction asks the court to preserve what is left of Pacifica by "... prohibiting Pacifica from committing, performing, or engaging in actions that violate the pre-amendment Bylaws." Pacifica is to be prohibited from either seating, electing, or permitting to act as Director people not legally elected to that position, or refusing to seat Directors who were legally elected.
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The following is documentation (via official transcripts of the Pacifica Foundation board meetings) of illegal acts that are ongoing. In the absence of transcripts from the last two Board meetings (in February and June 2000) documentation is provided via audio recordings and from members of the public who attended those meetings. All documents are available on the Internet at: http://www.ringnebula.com/PNB
This catalogue of the actions of the current outlaw National Board will help you keep up with court findings as they occur. The illegal actions taken by the current outlaw board is understood by a critical mass of the public that will not rest until this board is removed.
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Board meetings/Illegal acts in chronological order
SEPTEMBER 1997 - Illegal altering of the Pacifica Foundation Bylaws:
The Pacifica bylaws were amended to eliminate station LABs' right to elect Pacifica National Board Directors (two from each station). The LABs were instead relegated the lesser role of nominating directors to represent their stations. The National Board was given the new power to elect all directors.
Under California law, it is illegal to amend corporate bylaws in any way that affects the voting rights of members or groups of members (e.g. the LABs) within the corporation without those members first casting a vote of approval for that amendment. No such vote of the LABs was ever taken.
Two directors have been elected by each of the five LABs since 1984 -- until this bylaws change thirteen years later in September 1997. Thus LAB voting rights were eliminated and, again, under California law, those rights could not be legally eliminated without the express vote of consent of the LAB members.
Pacifica argues that to qualify for funding from the Corporation for Public Broadcasting (created as an amendment to the 1934 Communications Act) it is required that LABs have an advisory role only and to have no authority over the daily management and control of the stations. Pacifica currently interprets this to mean that CPB funds would be lost if the LABs maintain the voting right to elect directors to the National Board of Directors.
Although it is arguable that CPB rules may prohibit directors from sitting simultaneously on the National Board and a station LAB (thereby acting simultaneously in both advisory and in management and control capacities) the argument that LABs must not elect directors is clearly incorrect. Electing directors is not equivalent to participating in management and control -- it is electing others to manage and control the Foundation.
JUNE 1998 - Illegal seating of Board members:
Roberta Brooks' second 3-year term as a director expired in June 1997. As her term as secretary was said to expire in June 1999, Board Chair - Mary Francis Berry - later stated that Brooks' term as a director was, "automatically extended to fit that term." This was illegal.
A corporate officer is not automatically a corporate director. In fact, many corporations have officers who are not members of the board of directors. A director may serve as a director no longer than his or her term, unless re-elected as a director. California nonprofit corporations law prohibits any director from sitting for longer than six years.
FEBRARY 1999 - Illegal altering of Pacifica Foundation Bylaws:
Board members acted to further disenfranchise LABs and disconnect local communities by amending the Pacifica Bylaws again -- this time eliminating the right of the LABs to nominate directors to represent their stations on the national board. Thus, from September 1997 to February 28, 1999, Pacifica stations (as represented by their Labs) lost their power both to nominate and to elect National Board Directors and were left with no say in the representation of their stations, whatsoever. In the process, the Pacifica National Board became a self-nominating, and self-electing body. These actions, along with a host of other offenses, form the grounds of the two lawsuits now in process.
JUNE 1999 - Illegal seating of Board members:
This transcript documents the illegal renomination and acceptance of June Makela as Board Treasurer. As her second three-year term as an at-large Director expired this month - June 1999 - it was illegal for her to continue occupying that office.
Pacifica Bylaws state in Article Three, Section Four that at-large Directors are limited to two consecutive three-year terms.
David Acosta's three-year term as a Director expired three months earlier in March 1999, yet he has continued to function in that role. He also continues as an illegal member of the Executive Committee, as the National Board Vice-Chair, and as Chair-Elect upon the retirement of outgoing Chair Mary Berry in September 2000.
OCTOBER 1999 - Illegal altering of Pacifica Foundation Bylaws:
This transcript documents further Pacifica Bylaws violations. Three new at-large Directors were illegally elected as a bloc and by voice vote rather than by the required secret ballot. (In addition, Tomas Moran was given a seat on the Governance and Structure Committee, but was later thrown off by Mary Berry at the Feb. 2000 PNB meeting.
California nonprofit corporations law requires that committee assignments and removals be by majority vote of the full board). The law also requires at-large board directors to be elected by a 2/3 vote of the Board of Directors and by secret ballot.
FEBRUARY 2000 - Illegal seating of Board members:
When transcripts become available they will document the Pacifica National Board's illegal election of five new at-large Directors, thus increasing the at-large group to nine. With this action the Board balance was thereby shifted from the required 10 of 15 Directors elected from stations to 10 of 19. This illegally shifted representational balance further from local stations.
Pacifica's longstanding policy and procedure was for each of the five LABs to elect two directors, for a total of 10 LAB-elected directors ,and for not more than half that number of directors (5) to be elected by the board, thus maintaining a 2/3rds majority of directors elected by the LABs..
FEB. 2000 - Illegal denial of seat on committees:
Tomas Moran was denied the seat on the Governance and Structure Committee to which he was appointed at the October 31, 1999, meeting. Mary Berry who originally made the appointment in October angrily denied she had done so. The appointment and Tomas' acceptance of it are documented in the October 1999, transcripts. The February 2000, denial of that appointment is documented in an audio recording available on the Internet at http://www.freespeechnow.org
JUNE 2000 - Illegal denial of seat on committee:
Tomas Moran again was denied a seat on the Governance and Structure Committee to which he t had been appointed on October 31, 1999. When Tomas insisted that he be permitted to take his seat at the committee meeting, security personnel were instructed to threaten forced removal from the room.
Pete Bramson was not notified of the board Executive Committee meeting, although he is a member of that committee.