Wednesday, March 16, 2016
Exile Newsletter: March 15, 2016
CFO Proposes Liquidating DC and NY In 60 Days
Berkeley-Pacifica's new CFO Sam Agarwal reported to Pacifica's national finance committee he anticipated a recommendation in a period of 60 days for the liquidation of Washington DC's WPFW-AM and the sale, liquidation or lease of NY's WBAI-FM. Agarwal stated that WPFW was three months behind in central service payments and two months behind in health insurance premium payments and WBAI-FM was two months behind in central service payments and one month behind in health insurance payments.
(The new CFO appeared unaware that both California stations had fallen more than six months behind in central services payments in the past five years: KPFA from February to December of 2010 and KPFK from February to September of 2015. Neither station was offered up for liquidation at the time).
Interim board chair Tony Norman insisted on a 60-day window for WPFW's local station board and GM to make a recovery plan. New York's WBAI was not so lucky. The committee went straight to a national plan for "restructuring". Agarwal's report can be heard here. The commitee spent most of the meeting time wordsmithing their recommendations to the national board. Little mention was made of the bylaws requirements for membership authorization of any sale, swap or transfer of a radio license or the disposition of significant assets.
The committee also scheduled a special meeting for March 29th to "drill down" into KPFA's finances. The CFO said that KPFA was "just scraping by" and "it was not a good situation to be in".
On March 10th, the final deadline for pre-litigation settlement talks between Pacifica and attorneys for WBAI host Gary Null, who has filed suit alleging piracy and premiums fraud, expired with no visible response from the radio network. A letter from Null's attorney to unofficial Pacifica corporate counsel Dan Siegel laid out settlement terms that included dedicated double-signatory bank accounts for the purchase of premiums after fund drives, an end to the alleged piracy and attempts to make restitution, a compliance officer, the dismissal of fiduciaries who blocked investigation, and forgave all penalties and damages. The failure to settle means the case will move forward into litigation.
According to former national board member Steve Brown, the letter with settlement terms was not disclosed to the full board of directors, preventing them from deciding whether or not to accept the offer as a body. Brown commented in a widely circulated email: "The letter offered a settlement that might help Pacifica’s officers, station management, and national board members avoid facing federal prosecution, paying thousands of dollars in fines, and serving prison sentences of up to 5 years. Because the letter affects not only the welfare of Pacifica, but also the welfare of at least 12 members of the Pacifica National Board (who could be fined personally for refusing to stop criminal activities of which it had been made aware), every board member has a legal right to read this letter – and, as Pacifica’s ultimate governing body, a legal duty to decide how to respond to it. But you were not allowed to exercise that right. That is because Gary Null’s letter was not shared with you as board members. Ooops, sorry. That is too mild a description. What I meant to say is that this information was deliberately withheld from you as board members. This means that decisions that only the board is legally empowered to make, in the open, are being made, in secret, by Dan Siegel, Lydia Brazon, and their tiny “inner circle,” who have been making fools out of you for the past three years".
Around the same time, the Office of the California Attorney General wrote to Pacifica's lawyer, Dan Siegel, requesting he provide registration information for the "KPFA Foundation" nonprofit Siegel secretly set up with former executive director Margy Wilkinson in September of 2013 and headquartered at his Oakland law office. The letter, which was posted in the Registry of Charitable Trusts public database, is dated March 11th and requests the registration information be completed by April 11th. Siegel and Wilkinson have stated the purpose of the "KPFA Foundation" is to "catch" KPFA's radio license should it become loosened from the Pacifica Foundation.
Such a letter can be triggered by the acquisition or intended acquisition of assets (including donated money) by a nonprofit, by the pending AG investigation of financial mismanagement at the Pacifica Foundation (Case # CT011303) or in a routine sweep of shell nonprofits registered at the CA Secretary of State and not registered with the Registry of Charitable Trusts.
KPFA local board chair Carole Travis had told KPFA's local board the "KPFA Foundation" was collapsed and dissolved, but her statement was untrue. In defense of the secret action to set up the new foundation, Travis also said "we set it up without a discussion because we knew that your side had gone to the Attorney General's office". This was also untrue as the KPFA Foundation articles of incorporation, as can be seen here, are datestamped as received by the Secretary of State on September 24, 2013. The initial complaint with the CA Attorney General was filed six months later on March 24, 2014, ten days after the board terminated the executive director, the last paid executive director has had in the last 23 months excluding John Proffitt's brief 4 month tenure.
Last week the Berkeley wing of the Siegel/Brazon faction weighed in with local delegate William Campisi calling for KPFA to be placed in charge of the network or for Pacifica to be forced into bankruptcy in the 9th District Court. Campisi's comments can be heard here. This was not the first time Campisi, who is newly elected to KPFA's local station board has taken a strong interest in a nonprofit organization under investigation by the California Attorney General for financial mismanagement. Campisi makes an appearance in a March 25, 2003 article in the San Francisco Chronicle newspaper, where columnists writing about the financial irregularities at drug rehab Walden House noted they had received an unsolicited letter from Campisi in support of Walden House's founder Alfonso Acampora. Campisi called the reporters "envious people's gutter snipes". Acampora had said in February of 2003 that he "would sooner die than turn over Walden House to anyone else". In March of 2003, he shot himself in the head at the Claremont Hotel. Reporters in a homeless and formerly homeless people's journalism training program called Raising Our Voices had done an expose on financial irregularities at SF's homeless services programs, including Walden House, in 2001.
Since being seated on January 28, 2016, the current Pacifica National Board has primarily considered motions restricting voting rights on the national board and tried to rearrange the outcome of the 2015 board elections in New York. There has been litte to no attention paid to improving the network's operations, growing the membership base, or upgrading the program content offered by the stations.