Friday, August 7, 2015
As masks are lifted... Last night's futile PNB Meeting
August 6 2015
Majority on Pacifica Board Refuse To Discuss Secret Corporation to Acquire KPFA Broadcast License
Berkeley - In a shameful display, the majority on the Pacifica National Board refused to discuss the public matter of the 2013 secret incorporation of the KPFA Foundation by Margy Wilkinson and Dan Siegel for the purpose of acquiring KPFA's broadcast license.
Addressing first a motion to censure Margy Wilkinson for the creation of secret incorporation she did not disclose for the past 22 months, majority members voted as a block not to move the item up on the agenda with WPFW board member Benito Diaz stating that the issue was "not timely and pie in the sky".
The second motion, to immediately sever legal representation of the Pacifica Foundation by Siegel and Yee, including representation in front of California's Attorney General that specifically addresses Pacifica's noncompliance with state nonprofit law and could result in the loss of Pacifica's nonprofit status, was also jettisoned.
Chair Brazon insisted the matter would only be discussed in an executive session closed to foundation members and referred to mysterious "contracts" with Siegel and Yee unknown to the rest of the board of directors. Wilkinson was allowed to vote on the matter despite her obvious involvement in it.
The indifference of the Board of Directors compares unfavorably with the outpouring of distress from the network's members who have objected to members of the board and attorneys representing the Foundation making preparations to acquire Foundation assets without notifying the board, the executive director, the corporate counsel and the Registry of Charitable Trusts.
A late motion to ask ED John Proffitt to "investigate" the incorporation of the KPFA Foundation was, again, voted down by the board after chair Brazon broke a 7-7 tie by voting no.
The failure to disclose constitutes a breach of the duty of loyalty by Wilkinson and a violation of the California State Bar Code of Professional Conduct by Siegel.
The board spent their open meeting time expanding the bylaws amendment notice period by 8 days.
Board chair Lydia Brazon proposed canceling the upcoming board election by not mailing ballots until October, which would render the elections invalid per California Corporations Code which requires election ballots to be mailed no less than 60 days after the published date of record (July 14), which is September 14, 2015.
(c) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for the purpose of determining the members entitled to cast written ballots (Section 5513). Such record date shall not be more than 60 days before the day on which the first written ballot is mailed or solicited.
Pacifica in Exile readers may write to the board at email@example.com.