The Board Revolts
The Folio has obtained a copy of a letter from directors Robinson and Kriegel that was delivered to the Pacifica Board members at the June 9-11 meeting.
__________________________________________________________
May 31, 2000David Acosta Chairman Elect Pacifica Foundation Governing Board 102 South Lockwood Houston, TX 77011Dear David:
As members of the Pacifica Foundation Governing Board (the "Board"), we are concerned that the board’s Executive Committee and Officers have engaged in violations of the bylaws of the Pacifica Foundation and have obstructed members of the board from exercising their governance and fiduciary responsibilities. Consequently, the Board cannot be accountable to Pacifica’s listeners and supporters for the programmatic, financial and managerial actions of the corporation.
Accordingly, we are proposing that the Board undertake a series of steps that will enable it to begin exercising its responsibilities in a professional manner to cure the dysfunction that grips Pacifica. Such steps involve: the dissolution of the Executive Committee; the conduct of elections in accordance with the bylaws; the commission of a comprehensive management audit; an update of the governance and structure of the Pacifica Foundation; and, formal attempts to resolve outstanding civil lawsuits that could potentially ruin Pacifica.
The Pacifica Foundation Governing Board has engaged in a historical pattern of violations of the bylaws pertaining to the terms of membership and officers of the foundation and concerning the nomination and election of officers of the foundation and the Executive Committee of the governing board. (1)
Roberta Brooks, for example, was elected Secretary of the Board, in February, 1995(for a third consecutive three-year term), at a time when the bylaws limited membership to two such terms. A spectacularly clumsy amendment of the bylaws, in June of ’97, attempted to reconcile this obvious breach, by enabling board members to serve "four consecutive three-year terms"; another amendment changed terms for officers of the Foundation from two to three years, thereby hopelessly conflating the concept of terms of membership on the Board, with the terms officers of the Foundation serve by virtue of their membership on the board.
Indeed, as Secretary and Treasurer of the board, respectively, Ms. Brooks and Ms. Makela continued to serve as members of the Board long after their terms of membership had expired. There was and is nothing in the bylaws that anticipates such a state of affairs. Ms. Makela’s term as Treasurer was extended for a year, even after another member had been elected to replace her. Again, there was no basis in the bylaws for such an action. Ms. Makela, notwithstanding, attended no board meetings during this extension. Her replacement, nevertheless, was prevented from serving as Treasurer or as a member of board’s Executive Committee. Other members of the board, whose membership terms have expired and whose names have not been forwarded to the committee on board governance and structure by the local advisory boards ("LABs") for consideration for an additional term, or who have not been renominated for at large membership by this committee, may now be serving in an extra-legal capacity.
Further, historically, the bylaws have been explicit in stating that, "Election of the Executive Committee shall occur at the same meeting as election of Officer of the Governing Board" (Article 7, section 1, as amended 09/28/99). The last election conducted in this manner was prior to June of 1997. In spite of our letters to the chair of the Board requesting compliance with this democratic procedural requirement (2), the board has declined to permit such a lawful election.
The Pacifica Foundation Governing Board bylaws do not permit the Executive Committee to assume sole responsibility for all decision making within the governing board; certainly not, as is the case now, to prevent non-Executive Committee members of the board from participating in governance.
Pacifica’s bylaws (revised 09/28/99)in Article Seven, "EXECUTIVE COMMITTEE", Section 1 "ELECTION AND MEMBERSHIP" that:
"The Executive Committee shall have only those powers delegated to it by the full board."
There is no amendment or series of amendments to the bylaws, nor is there a policy statement that details those deliberations or decisions which may be decided by the Executive Committee without the knowledge and consent of the full board. However, non-Executive Committee members of the board are excluded from the decision making process. For this reason, they are routinely denied access to documents and information vital to their oversight and governance responsibilities by the Executive Committee. (Copies of the minutes of the executive committee meetings were not even available to board until we drew the board’s attention to this bylaws requirement, in 1998.)
To take an extreme case in point: at the last national meeting, on Sunday, February 27, the last act of the board was the vote to elect David Acosta as Chair and Kenneth Ford as Vice Chair. Additionally, Bessie Wash was appointed Acting Executive Director.
The Board was not provided with a formal letter of resignation from Executive Director Lynn Chadwick. Chairman of the Board, Dr. Mary Frances Berry, caused an election for her successor to take place before her resignation. A nominations-and-elections process was not established that would permit the full board to discuss a process for filling either vacancy, to set criteria for replacements on a temporary or permanent basis, or to receive and consider names for nomination and election by the full board. The vote was simply called and carried by the Executive Committee -- who were privy to these developments.
Never in the past has Pacifica’s Governing Board filled its top governance and management positions in such a furtive fashion(3). Even the most cursory perusal of the Pacifica Bylaws or Roberts Rules of Order fails to reveal criteria that would merit the suspension of a formal nominations-and-elections process for these offices.
One might conclude that these officers were elected with such great haste and so little scrutiny, because their membership terms of office had or were about to expire(4). As has been pointed out, the bylaws now permit members of the governing board to be elected for membership for up to four consecutive three-year terms. There is nothing in the bylaws, however, to suggest that election or appointment as an officer of the foundation, or as a member of the Executive committee, is coeval with membership on the board, or represents some higher category of membership that supersedes the requirements for candidates for membership to be submitted, placed in nomination by the board governance and structure committee and voted upon by the full board.
The governing board’s Executive Committee has effectively suspended all semblance of process or operating guidelines in the recruitment process for nominating members to the Pacifica Foundation Governing Board(5).
This committee, like all other standing and ad hoc committees operates without written guidelines or procedures. Names have been submitted by Pacifica station local advisory board members, only to be dropped inexplicably from consideration by the committee. Other nominees who have been nominated by the committee have been arbitrarily prevented from being voted on by the full board. Still other board members have been voted onto the board with no scrutiny whatsoever.
The Pacifica Foundation Governing Board, under the control of the Executive Committee, consistently fails to be accountable, in the most basic ways.
- At the last national meeting, there were no copies of the previous meeting’s minutes (they are still not available); there were no written reports from the standing committees; nor was there a written or verbal report from the Executive Director.
- Since joining the board (Robinson: 03/98; Kriegel: 03/99), we have asked why the process of evaluation of the Executive Director, station managers and key staff has been suspended. The absence of a response to our queries suggests that the Executive Committee has conducted no such evaluations for the Executive Director, station managers or key staff; or that this process is so perfunctory it will not support scrutiny. Indeed, when Mr. Robinson submitted his evaluation of Ms. Chadwick’s evaluation last October(6), before her contract was extended (four months Chadwick’s termination/resignation) he received no response.
Such a process of personnel evaluation would require all board members to rate key staff annually, even if a review of ratings is conducted by a committee. Board members would conduct the evaluation against objective criteria (performance indices), a review of the employeess achievement against personal goals, and the employee’s progress in accordance with benchmarks and milestones, set by the board, in accordance with strategic objectives and organizational goals. To our knowledge, no such process currently exists. The Executive Committee has failed to provide board members with any documentation of personnel evaluations since September of 1997 that would suggest otherwise.
- Last August, the chair promised to provide members of the board with documentation on the unbudgeted overspending at KPFA for security, public relations, lawyers & etc. In the face of further written requests(7), this information is still not forthcoming.
- Pacifica’s standing and ad hoc committees have consistently failed to propose and define, in writing, their function, role and oversight responsibilities; their basic operating guidelines and annual agendas. They do not meet on a regular basis(8); they seldom make decisions or recommendations, they do little work and now rarely provide written reports at the national board meetings.
On the rare occasion committee meetings are convened, they are unscheduled, no agenda is prepared in advance, items requiring members’ attention are frequently not available until the last minute, or at all; matters for the committee, for the most part, are represented as faits accompli that have been determined by the chair in advance, debate is discouraged and the committee is expected to rubber stamp the decisions of the chair.
- Pacifica’s governing board has no formal, regular or periodic communications plan to report on its activities or its actions to Pacifica’s stakeholders (listeners, members, volunteers, LABs) or to the listener-sponsors who finance Pacifica’s stations, programs and services. There are no annual or quarterly newsletters to members of Pacifica or to the listener-sponsors of the stations. There are no on-air forums for the officers of the foundation, the governing board, or for the station local advisory board to report to the listener-sponsors. All of these measures may not be necessary, some are. It should be noted that, if such communications were in place, there would be little need for "dirty laundry" rules.
- Pacifica’s Executive Director(9) and Chair(10) fail to respond to board members’ written concern.
- Pacifica’s March, 1999 reorganization of the governing board created a self-perpetuating body. A major unanticipated consequence of this action -- one which is fueling the Adelson et al v. Pacifica suit -- has been the destruction of the notion of membership in Pacifica by the listener-sponsors, who provide nearly 90% of Pacifica’s funding by "membership" contributions to the member stations. (11)
- It has become commonplace for officers of the foundation and Pacifica staff to deflect demands for accountability from board members by making misrepresentations -- or, as the attachments amply demonstrate, by simply refusing to respond to members’ inquiries. This occurred in the instance of the termination of the KPFA station manager’s contract, the unbudgeted overspending at KPFA, and the reassignment of the Pacifica Network News manager -- all during 1999.
In reassigning the Director of Pacifica Network News, on November 1, 1999, for example, the Executive Director stated in writing to staff, "This decision was made by the Executive Committee in Houston."(12) When questioned by the board, the Executive Director blandly repeated this claim. Finally, one member of the Executive Committee (David Acosta), pointed-out to Ms. Chadwick, what all board members knew: this simply never occurred.
The Pacifica Foundation has failed to define the governing board’s fundamental fiduciary responsibilities and to articulate an oversight and governance process, as it relates to the corporation’s broad programmatic, financial and managerial activities. The failure of the board to clearly define fiduciary responsibilities and to adopt a coherent schedule of actions designed to administer them has caused the board to abrogate them. These should include:
The Pacifica Foundation Governing Board has consistently refused to take the basic steps necessary to allow the local advisory boards of its community stations to perform their sole statutory ascertainment function, in accordance with Federal Communications Commission law and Corporation for Public Broadcast funding guidelines(13).
There is not a station manager in the network who has proven able or willing to meet with the LABs and provide them with a statement of their "program goals, station services and significant policy decisions". This is the prerequisite to the LABs conducting their statutory assessments of community needs, that they are required to report on annually to station management and the board.
Because Pacifica has thwarted the development of a wholesome relationship between the LABs, station management and the governing board around the LAB’s statutory ascertainment functions, the LABs have undertaken actions which often challenge the authority of the Board. This has crippled Pacifica’s ability to develop a meaningful culture of governance built around democratic processes.
As we explained to the chair last October in Houston, the Executive Committee perpetuates these abuses as a means of consolidating and maintaining power and control. This preoccupation prevents the board from a more systematic and deliberative involvement with the organic functions of a typical nonprofit corporation: policymaking and review, strategic planning, growth and development, oversight and accountability -- a preoccupation which has come at great cost to the corporate health of the organization. Historically, Pacifica stations have been administered largely by volunteers and its few staff are not compensated at levels comparable with the commercial networks. So, it is not surprising that Pacifica’s governing board members and officers, as well as Pacifica’s top managers, frequently lack experience managing a broadcast network or administering large organizations.
The combination of these internal factors has created a dysfunctional organization that is in perpetual conflict with its membership, in litigation and in corporate disarray. The board has been derelict in addressing the need to enact bold policies that will confront management dysfunction.
Key components of such a plan, neglected for decades, should involve: creating a national program offering; an ethical and aggressive fundraising and development plan; meaningful strategies for growth (in listenership, stations, revenues); establishing corporate values and practices to keep and attract the most creative and competent broadcasters for its national office as well as the local stations; and, alternative strategies to resolve Pacifica’s disputes and lawsuits.
We seek to change a status quo which is destroying Pacifica’s inability to responsibly manage its affairs. We seek to change a status quo in which Pacific cannot articulate a progressive agenda which is meaningful to institutions on the left. Sadly, the Executive Committee, obsessed with the need to mete out punishment to its detractors, has proven consistently that it does not have the political will to acknowledge the need for change, and the foresight to plan for the future of the network.
Accordingly, we propose that the governing board take action at the upcoming national meeting in June to dissolve the Executive Committee, and the current structure of standing and ad-hoc committees and to agree to conduct a fair and open election of officers of the Pacifica Foundation, in accordance with the bylaws, among those members of the board who are eligible to vote. Discussions should be held by the full board concerning the recruitment criteria for a new Chairperson of the Pacifica Foundation Governing Board and an interim, as well as a new, Executive Director.
Second, we recommend that Pacifica avoid further delay and immediately commission a top-to-bottom management audit, by a firm with experience advising non-profit organizations and broadcast networks. As a board, we have avoided calls to examine unbudgeted overspending, financial controls, instances of waste, fraud and abuse and the lack of revenues and revenue sources to adequately finance the foundation, the network and the stations. We can no longer imagine that we may not be financially liable for these derelictions.
Third, we have responded to your request to conduct a review and update of Pacifica’s constitutional and incorporating documents and make recommendations concerning corporate and governance structure(14). If we have your formal support that this project will be given the highest possible priority, and a modicum of resources, it can be completed in an expeditious and comprehensive manner.
Fourth, we recommend that the governing board appoint its attorney-members to convene a series of face-to-face discussion with its various legal counsellors and make recommendations to the board on alternative strategies capable of resulting in the vacating of all outstanding legal actions against Pacifica.
It is our view, that the Pacifica Foundation Governing Board should review proposals, like these, that reaffirm its fundamental accountability, governance and fiduciary responsibilities, as ones which provide concrete and significant safeguards to the integrity of the board and its members.
Unfortunately, the actions undertaken by the board at the last meeting, part of a continuing litany of bad faith, have precipitated a crisis. Those of us who have diligently voiced concerns about the competence of Pacifica’s management and the board’s failures of accountability, documented herein, choose to create a new climate of governance in which all members of the Pacifica family can thrive.
Sincerely,
Rob Robinson
Rabbi Aaron Kriegel
___________________ Table of Attachments Attachments ______________________________Return to NB4KPFA FOLIO Home Page