Thursday, July 30, 2015

Nurse Rosenberg: The plot sickens...


For Immediate Release
July 30, 2015 

KPFA Secession Documents

Berkeley - The KPFA Foundation, a new California not for profit organization, was incorporated in the State of California on September 24, 2013 under Entity # C3606802. The Articles of Incorporation, which can be seen here, steal the entire 1946 Pacifica Foundation mission statement and quote it as the mission of the new not for profit organization. The name of the person incorporating the new nonprofit is Margy Wilkinson, who signs the Articles of Incorporation. The corporate headquarters of the KPFA Foundation is the Siegel and Yee law firm at 499 14th Street in Oakland, California. The agent for service of process is attorney Dan Siegel. The Articles of Incorporation for the KPFA Foundation do not vest any other parties besides Wilkinson and Siegel. 

The articles for the KPFA Foundation were secured from the California Secretary of State's office by Pacifica National Board secretary Janet Kobren, affiliated with the United for Community Radio group, which has generally opposed the actions of the current board majority, which many suspected were working towards the dissolution of the foundation and the acquisition of its radio licenses. Siegel, in a conversation with the then-executive director in November of 2013, shortly after the KPFA Foundation was incorporated, referred to the term "organizational darwinism" to express his belief that all five stations and the historic audio archive should not remain owned by the Pacifica Foundation. 

In the 18 months since the Save KPFA/Justice and Unity Caucus/Grassroots KPFK coalition took over control of the national board, financial chaos has ensued with missing audits, severe financial record-keeping issues, Corporation for Public Broadcasting ineligibility, and an investigation by the California Registry of Charitable Trusts. Recently KPFK-FM, saddled with a former community college instructor as a general manager by Wilkinson, has descended into virtual insolvency, with the nation's biggest radio transmitter west of the Mississippi River barely able to raise $100,000 in a solid week of 24/7 on-air fundraising, joining New York's WBAI on the list of failing units despite being the network's biggest earner for most of the previous 5 years.

KPFA's secession, as planned by Wilkinson and Siegel, would likely  leave the foundation insolvent and probably forced to sell the remaining radio licenses and buildings to pay off outstanding debts, many acquired by the actions of Siegel as corporate counsel and two-time executive director, including the 2007 Democracy Now contract, which is responsible for $2 million+ of Pacifica's debt load.

Members of the current board majority appear to be unaware of the incorporation of the KPFA Foundation by Wilkinson and Siegel to privately secure KPFA's radio license and real estate assets upon the dissolution of the Pacifica Foundation. Several of them have loudly protested their opposition to network breakup and scoffed at rumors that such an effort was underway, among them WPFW's Tony Norman, Benito Diaz and Pete Tucker, WBAI's Cerene Roberts, Houston's Adriana Casenave, Los Angeles' Lydia Brazon, Brenda Medina and Rodrigo Argueta and KPFA's Jose Luis Fuentes. Several of these (Norman, Diaz, Roberts, Casenave, Brazon, Fuentes and Argueta) enthusiastically retained attorney Siegel to represent the Pacifica Foundation in the PDGG vs Pacifica lawsuit (which asserted that network breakup was in the offing at the hands of the board majority) and again in the Registry of Charitable Trusts investigation. Siegel is also said to be acting on behalf of Pacifica in discussions of proposed staffing reductions at KPFK-FM with the SAG-AFTRA bargaining unit.

Wilkinson, whose three year elected term ended in December of 2013, wrested the chairmanship of the Pacifica board of directors after a tie vote and then dispatched the executive director a month later and inserted herself instead, a position she held with brief interruption until May of 2015. Attorney Dan Siegel left the Pacifica Foundation board in January 2014 to pursue a campaign for mayor of the City of Oakland, replacing himself with an associate attorney at his law firm (his employee) Jose Luis Fuentes, and taking on the role of de facto corporate counsel for the Pacifica Foundation, representing the foundation whose assets he intends to relocate in front of the California Attorney General. Siegel and Yee, according to financial documents released at the Pacifica National Board meeting in June of 2015, is collecting thousands of dollars every month from charitable contributions to the Pacifica Foundation.

On September 24, 2013, Dan Siegel and Margy Wilkinson were members of the Pacifica Foundation Board of Directors, with legal duties of care, loyalty, and disclosure to the 501(c)3 organization, the Pacifica Foundation, on whose board they served as elected representatives of Pacifica's listener-sponsors. 

Duty of Loyalty is a term used in corporation law to describe a fiduciaries' conflicts of interest and requires fiduciaries to put the corporation's interests ahead of their own. Corporate fiduciaries breach their duty of loyalty when they divert corporate assets, opportunities, or information.

Duty of Care is a term used in corporate law to describe the requirement that members of the board of directors must act in good faith for the company's best interest. They must believe that their actions promote the best interests of the company based on a reasonable investigation of the options available.

Many corporate law experts also recognize a Duty of Disclosure, described by Professor Bernard Black at Stanford Law School as: the third core fiduciary duty of directors, which has emerged in American law over about the last 15 years, and has been required for public companies for a long time, is to provide reasonably complete disclosure in two cases: when shareholders are asked to vote, and when the company completes a conflict-of-interest transaction.

Pacifica in Exile readers may write to the board at pnb@pacifica.org.

Wednesday, July 29, 2015

Proffitt on WBAI's debt: "Frankly, staggering!"


Last night, there was another phone-based meeting of the Pacifica National Board's Finance Committee. John Proffitt has returned from his New York visit and you may note that the relative optimism he expressed when surrounded by some of the stick-to-the-wall program producers has more of a panic feel when he addresses the PNB. 

The transmitter situation seems to be of greatest concern; he describes the debt owed to the Empire State Building as "staggering" and mentions that the arrears cited by the ESB is "significantly higher" than the figures given by Berthold Reimers (no surprise there). We have for many months been fed lies by Reimers crony, Mitchel Cohen and ignorant minions like Haskins, giving the impression  that—while the situation could be better—there is reason for optimism. That, of course, is unadulterated bull. You may have seen the following in Tracy Rosenberg's latest Pacifica in Exile newsletter:

"...the NY station continues to run its antenna from the Empire State Building, paying $14,000 a month and collecting $35,000+ as a debt-to-be-paid-later each month. WBAI's 15 year antenna lease at the Empire State Building runs through 2020."

If I read that correctly, the rent has not been lowered, as was implied, it has just been switched to something you will hear John Proffitt refer to as "the partial payment plan." Add to that the fact that the lease for the Atlantic Avenue premises is still being "negotiated." The amazing fact is that Berthold Reimers still has his $100,000.00 a year job!

Apropos the most incompetent manager in WBAI's history (and they have had some dooseys), he has apparently appointed Jeannie Hopper (whose bland "Liquid Sound Lounge" show is embarrassing) to the PD position. The LSB is allegedly looking for a person for that job, so expect further confusion. At this point, we have no idea of the number of paid employees Reimers has put in place, nor have we heard any official word on the recent fundraising tallies. Apparently, however, the income is way, way below the desired/needed total. Tracy Rosenberg's new Pacifica slogan comes to mind: "Speaking half-truth to power". That is too generous, I think.

As if all this weren't sufficiently farcical, it might interest you to hear that Mr. Proffitt, in whose hands the fate of Pacifica seems to rest, will be going on a European vacation in August! 

Anyway, listen to the WBAI portion of last night's meeting. It starts with R. Paul Martin, who—as usual, and rightly—complains over being kept in the dark by Berthold Reimers.

And here, in case you wish to listen to this three-ring circus in its entirety (1 hr. 10 mins) is a link to the entire meeting.


Sunday, July 26, 2015

Pacifica in Exile Newsletter: 7-26-2015


For generations, WBAI has been in the hands of self-serving opportunists who couldn't see beyond the mirrors they held up before them. Inevitably, the outbreak of egola spread to the Pacifica board and if you are still wondering why Lew Hill's distant dream of intelligent radio had a short life, you should listen to audio of the board meetings and read the words of chronicler Tracy Rosenberg. Here, dated July 26, 2015, is her latest:

Rogue Radio

Berkeley - Despite receiving over $9.3 million dollars in charitable contributions between October 1, 2014 and May 31, 2015, Pacifica Radio has indicated that it is unable to pay a $55,000 outstanding bill to auditor Armanino LLC in order to meet legal requirements to continue operating as a licensed not for profit organization in the State of California. California's Nonprofit Integrity Act requires all California charitable corporations with gross revenues of $2 million or more to prepare annual financial statements audited by an independent certified public accountant (CPA). The audited financial statements must be made available for inspection by the Attorney General and the public no later than nine months after the close of the fiscal year covered by the financial statement. Pacifica's deadline was June 30, 2015. The radio network is in the middle of an investigation launched in December of 2014 by the Registry of Charitable Trusts at the California Attorney General's office.

Executive director John Proffitt said he is unable to requisition any of the network's funds to pay the bill, although financial statements issued by the national office and  presented by PNB treasurer Brian Edwards-Tiekert at the national board's June 2015 meeting, indicated $2.013 million dollars in the network's 22 different bank accounts and $1.382 million in unrestricted funds. The accuracy of those financial statements, however, may be uncertain, as bank reconciliations just prepared at LA station KPFK a year after the fact, revealed over $171,000 in financial transactions not recorded in that one station's general ledger between March and October of 2014 alone.  Proffitt says he has "asked" Berkeley station KPFA to pay the bill from the proceeds of $941,000 in estate bequests received in March of 2015, following up on a Pacifica National Board motion instructing him to do so, but despite the passage of the motion on July 9, 2015, no action has occurred.

Failure to comply with California's charitable requirements can lead to the loss of not for profit status across the country and the loss of FM non-commercial licenses which per federal law can only be licensed to not for profits.

The seeming inability of Pacifica's executive director to utilize the 501(c)3's income stream to maintain charitable compliance and the inability of the network's trustees (the national board of directors) to control network assets sufficiently to maintain legal operations as a California not for profit organization, indicate a serious operational breakdown in the 15 months since the Pacifica National Board engaged in a "coup" in early 2014, abruptly terminating executive management and introducing a year of chaos under volunteer management. Fiduciary responsibility is lodged in the network's 22-person board of directors.

Berkeley's KPFA indicates it has only $400,000 remaining in its operating account as of early July - 3 and 1/2 months after the receipt of almost $1 million dollars - and is planning to use up the rest in sustaining local operations over the summer by canceling the summer fund drive and spending down its remaining cash in July and August. The station spent tens of thousands of dollars on new carpets and elevator repairs in the spring.

The network's financial chaos has manifested most acutely at Los Angeles' KPFK-FM, which has suffered a dizzying drop in the past 16 months from the network's most financially successful unit to the brink of complete insolvency.  Four days into its summer fund drive, KPFK is already $52,000 behind budgeted goals. Recently installed general manager Leslie Radford stated in a report to the local board the budgeted goal of $750,000 was "a realistic estimate of what is needed to fund the station through September".

The station's fund drive has been troubled after the layoff of the station's volunteer coordinator led to virtually empty fund drive rooms, missed pledge calls and station staff struggling to answer pledge calls after fund drive  volunteer coordinator Teddy Clinkscales was "demoted" out of the job. The 2014 usage of tea party call center Comnet discouraged many long-time fund drive room volunteers and exhausted the station's financial resources with over $50,000 in bills during the previous year.

The LA station's credit card, tagged with a few thousand in retail purchases days before CFO Raul Salvador's resignation in May, continues to confuse with a mysterious March 29th, 2015 charge for a $600 hotel stay in Washington DC, a week before the LA station launched into an emergency fund drive in early April to avoid having to shut down.

New manager Radford,  a former board member installed by volunteer ED Margy Wilkinson over strong protests by all but one of the station's staffers and without sufficient resume qualifications for the job, has suggested she may sell the station's historic 1915 Mason Hamlin grand piano to "make the payroll". In her first month, Radford has largely concentrated on installing activist friends at the station, giving away slots of airtime and inserting a new volunteer community affairs coordinator, whose activities have included providing security for the Pacifica National Board's June 2015 visit at a cost of $900, and playing obscenity-laced music in the early hours of the morning.

Community outreach itself has been somewhat troubled with KPFK-affiliated volunteers thrown out of LA's well-regarded Youth Justice Coalition during the "Farce of July" event, due to community anger at the embrace of a reputed child molester on some of KPFK's evening spanish language broadcasts.

Today is the last day for Pacifica members to file applications to run for local board seats at their stations. Application packages can be accessed at elections.pacifica.org. The elections will replace the 50% of Pacifica's governance that has been squatting in their seats for a year and a half after their elected terms ended in December 2013, including the former IED and nominal former chair of the board Margy Wilkinson, who inserted herself into both positions in 2014 after her three-year elected term had ended. Pacifica formally postponed elections in 2013 due to financial stress and in 2014, a rogue board of directors simply failed to hold an election at all.

Texas station KPFT-FM has been saddled with a lightning-damaged and outdated transmitter since 2012.  Finally, a new solid state transmitter has been ordered, with a loan from KPFA for about 3/5 of the $160,000 price tag. But the station, whose fund drives have been consistently 20% off-goal, possibly due to the constriction of its signal range caused by failing transmitter equipment, didn't factor in the $18,000 freight bill, so this Indiegogo campaign was launched to fill the gap.

In New York, WBAI-FM is continuing occupancy at 388 Atlantic Avenue in Brooklyn for the third consecutive year without a lease. The lease, which has been on the table since at least December of 2013, has gone unsigned by three consecutive national boards and 4 consecutive executive directors. The unfinished space is currently housing a makeshift non-soundproof broadcast studio and the NY station continues to run its antenna from the Empire State Building, paying $14,000 a month and collecting $35,000+ as a debt-to-be-paid-later each month. WBAI's 15 year antenna lease at the Empire State Building runs through 2020.

KPFA's vaccine controversy extended beyond the initial censorship of Bonnie Faulkner's Guns and Butter interview with WBAI/ Progressive Radio Network host Gary Null to enmesh several other shows on KPFA's schedule including The Asian-Pacific Express (APEX) and The Project Censored Show. When both programs dipped their toes into California's SB-77 issue, they too found themselves experiencing station restrictions, namely the deletion of social media promotions (Facebook posts on KPFA's Facebook page) of the programs. An Upfront broadcast at the same time that took a more positive view of the mandatory vaccine legislation (which was signed by Governor Jerry Brown) did not have its social media promotions similarly removed. Programmers convened meetings with the station's program director Laura Prives to discuss what social media guidelines are in effect and current interpretations of 501(c) 3 restrictions, very different issues than those Prives raised to justify the Guns and Butter decision made earlier.

The rogue board continues to play fast and loose with Pacifica's bylaws amendment process, claiming a minor bylaws amendment passed with the votes of three out of five delegate assemblies, when one of the three stations credited with a yes vote (KPFA) did not notice a delegate's assembly meeting, thus making it impossible for them to have convened one in accordance with Pacifica's bylaws. The meeting calendar screen-capture shows that only three of the five stations (KPFT, WBAI and KPFK) noticed delegate assemblies and only two of those voted favorably for the amendment, so it cannot legally take effect.

With election season upon us, Pacifica in Exile readers can expect a full helping of campaign slogans, flyers and postcards from the various candidate slates in their signal area. Pacifica in Exile will be collecting real and satirical campaign slogans and providing a gallery of them, to help the network grapple with the structural changes that most observers suggest lie ahead for the troubled governance system. Please send yours to pacificainexile@gmail.com: either real or spoofs and this publication will feature the funniest ones in future editions.

Today's submission: "Speaking Half-Truths To Power". 
To continue on the humorous path, please enjoy Twit Wit Radio from KPFA-Berkeley. 

Pacifica in Exile readers may write to the board at pnb@pacifica.org.

To subscribe to this newsletter, please visit our spanking new website at www.pacificainexile.org

Tuesday, July 21, 2015

So, what's new?


I was going through some old papers yesterday when I came across the following 1964 memo to Pacifica's Board of Directors from the Foundation's President, Hallock Hoffman.

It gives us an interesting idea of the WBAI situation is it was in the early days, when its Manager was Joseph Binns. I was working at the station then, having graduated from volunteer to announcer, as we then called the board operator in Master Control. I had not yet met Lou Schweitzer, but I would have understood his concern had I seen this memo.

WBAI was a wonderful station that in many ways reminded me of the government-run networks I grew up with in Europe. It was however, a bit on the strained high-brow side, which was more a reflection of Joe Binns' taste than of Pacifica's mission. Still, 99.5 was an extraordinary place to stop in for intellectual nourishment and sophisticated humor.

Not long after this memo was written, the paid staff (with one exception, Baird Searles) got together and submitted individual letters of resignation to Hallock. We had all agreed that better management could have avoided the dire financial situation that kept the station precariously balanced on the edge of existence, so we made our decision to stay or go contingent upon a change at the top.

What followed is a long story, so suffice it to say that I unexpectedly found myself replacing Joe Binns and revising our program schedule. I had no idea that the man who gave WBAI to Pacifica now recommended that it be sold, but it explains why Hallock suggested that Lou and I get to know each other. We had lunch and whatever it was I said made Lou rethink his recommendation. He took a renewed interest in the station and I don't think I exaggerate when I say that we struck up a close friendship.

You might find the memo interesting, not just for what it tells us about Lou's thoughts on selling the station, but also for Hallock's opposing arguments.

Here is the 2-page memo in downloadable PDF format.