Monday, November 21, 2016
The plot so far: Nov. 20, 2016
Report Back From KPFA Local Station Board
Berkeley-The following is provided as an eyewitness report back on the actions taken by the KPFA local station board at their November 19th board meeting. Perhaps unsurprisingly, the audio recording of the meeting has not yet been provided by the board. Once it has been, a summary reel will be prepared by Pacifica in Exile and made available on the website at pacificainexile.org and on the Pacifica in Exile Soundcloud page. The original 4.5 hour meeting audio will also be made available on Soundcloud and on the Pacifica website kpftx.org as soon as it is posted.
This report will include a description of the actions taken with some analysis of what can be expected to follow. Please bear with us as explanations may get a little complicated. We welcome follow-up and/or clarifying questions from Pacifica members via the comment function on the website or by email to email@example.com.
In a sparsely attended meeting with 14 of 25 members at roll call and only 11 of 25 in attendance at the time of the secession vote, the following actions were taken.
1) The KPFA local station board, acting as delegates, voted down both proposed Pacifica bylaws amendments presented by the national board, thus consigning them to the dustbin.
The first proposed amendment adjusted the bylaws-mandated responsibilities of local station boards to add holding one required fundraising event a year to benefit the local station. KPFA national rep Janet Kobren was a sponsor of the amendment and voted affirmatively on it.
The second proposed amendment adjusted the election schedule from 2 of every 3 years to 2 of every 4 years and extended delegate terms from 3 years to 4 years beginning in 2019. KPFA national reps Margy Wilkinson and Brian Edwards-Tiekert (now resigned) were sponsors of the amendment. Wilkinson did not vote affirmatively for the amendment she sponsored, an example of the time wasting maneuvers indulged in by members of the Siegel/Brazon faction when they serve on the national board.
2) The KPFA local station board, acting as delegates, elected Lewis Sawyer, in absentia, to replace Brian Edwards Tiekert as the national KPFA staff representative for the remaining 7 weeks of the 2016 Pacifica national board.
Sawyer was the 4th place finisher in the 2015 KPFA staff election. Edward-Tiekert resigned from the national position in August of 2016 and it has been kept vacant for more than 75 days. Sawyer has not attended any KPFA local station board meeting held since August and has not been seated on the KPFA local station board as a member. Margy Wilkinson stated verbally Sawyer accepted the nomination, but no written statement from Sawyer himself was presented by the board secretary or was in the possession of the KPFA local board at the time the election was held. This is contrary to procedures other delegates have been expected to abide by in order to be elected as national representatives to the Pacifica National Board.
3) The KPFA business manager and treasurer presented an alternative profit and loss statement to KPFA's local board out of whack with generally accepted accounting principles (GAAP)
KPFA's business manager and treasurer presented to the local board their own version of the profit and loss statement issued by Pacifica's controller over a month ago in which they removed the auditor's depreciation adjustments and "added back in" the required expense line item. Pacifica employees and board treasurers are generally expected to issue factual financial statements to governance bodies that follow GAAP, rather than editorial statements expressing their personal objections to generally accepted accounting principles (GAAP).
4) The KPFA local station board voted to forward three proposals to the Pacifica National Board as requests for actions they want the Pacifica National Board to take. The proposals were a) to execute a signal swap for the WBAI signal at 99.5 to a different frequency with a reduced signal range in return for financial compensation b) to authorize a process in Berkeley to rewrite the foundation bylaws c) to transfer the KPFA license, the KPFB license, and associated translator stations in Bonny Doon, Oakley and Santa Cruz and the 4 real estate parcels at 1923-1929 Martin Luther King Jr Way and the transmitter site in the Berkeley hills and all associated equipment and supplies to a new 501c3 organization under the control of the KPFA local station board in exchange for the "assumption of Pacifica's debts".
Some discussion of the ramifications of these proposals follows. The Pacifica National Board is under no obligation to consider any proposals put forward by the KPFA local station board, as it is an advisory committee of the national board. It's duties as mandated under the Pacifica bylaws are strictly local and do not include the disposition of any foundation assets beyond KPFA's annual revenues via an annual budgetary recommendation.
A "signal swap" consists of a transaction with another radio licensee to exchange frequencies. The party that accepts a reduced and weaker signal in such an exchange gets a negotiated amount of financial compensation from the party gaining a stronger and expanded signal. Such proposed transactions are subject to regulatory approval from the Federal Communications Commission (FCC), a lengthy process which requires legal support and is subject to petitions to deny from affected parties. Pacifica's bylaws also require a vote of the Pacifica membership prior to any transaction involving the sale, swap or transfer of any Pacifica Foundation broadcast license. The proposal does not indicate any identified party for such a swap and indicates that 80% of WBAI's signal range should be retained at the new frequency. Previous signal swap offers for 99.5FM that have been received by the Pacifica National Board (last in 2012-2013) were from corporate media firms Cumulus and Univision and involved a 40-50% loss of WBAI's current signal range. The WBAI license was gifted to the Pacifica Foundation by philanthropist Louis Schweitzer in 1960 at no cost (the license was then believed to be worth about $200,000 in 1960 dollars) with a donor restriction that it was to be used for non-commercial radio broadcasting per the Pacifica Foundation mission statement.
Pacifica's 2002 bylaws (since occasionally amended) were drafted up by listeners in Berkeley during the insurgency that began in the summer of 1999 against the previous Pacifica board of directors, following the firing of KPFA general manager Nicole Sawaya. Several lawsuits including a local station board lawsuit litigated by corporate counsel Dan Siegel and a "listener's lawsuit" litigated by Carol Spooner were combined and settled with an agreement that included the resignation of the previous board of directors and the granting of voting rights to Pacifica's members. The "Berkeley bylaws" were adopted narrowly by the rest of the network after which an I-PNB under court supervision was permitted to hold national elections in 2003. Pacifica members raised and paid off over $6 million dollars in debts inherited from the Berkeley conflict and associated WBAI "Christmas Coup" that followed a year later. It probably goes without saying the other 4 stations in the network, given the problematic nature of the 49 pages of Berkeley-created bylaws, would be interested in a non-Berkeley-driven process for the substantive revisions that everyone agrees are long past due.
The approximate market value of KPFA's commercially convertible broadcast license (one of two owned by the network that is commercially convertible along with WBAI's), and the subsidiary licenses and translators, and the four Berkeley real estate parcels and associated equipment is unambigously in excess of $60 million dollars. A transfer of $60 million dollars in assets for significantly less than the market value to another organization owned and operated by the foundation's own boards is usually called a self-dealing transaction. The proposal's vague language about the "assumption of debts" contains no specific financial compensation amount commensurate to the value of the assets, nor does it indicate any release from liability to Pacifica for any debts should the new organization fail to pay them. Creditors would be able to continue to pursue Pacifica per the terms of the original debts in the event of nonpayment. KPFA's division has operated at a deficit for 5 of the last 7 years. Pacifica's debts were last reported at $4-5 million dollars.
"KPFA Foundation" founder Margy Wilkinson, the former Pacifica IED who secretly set up a 501c3 foundation of her own a few months before engineering the firing of her predecessor and placing herself in the ED position for 15 months, left the meeting prior to the vote. There were 8 affirmative votes for the proposal, representing less than a third of the local station board's membership. Delegates Craig Alderson, William Campisi, Tim Lynch, Babara Whipperman, Burton White, Carole Travis, Sharon Adams, and Sabrina Jacobs put themselves on record supporting the proposals. 3 of the 8, Alderson, Whipperman and White are leaving the local board in two weeks.
5) The KPFA local station board voted to set a "task force" to examine the legal ramifications of the KPFA local station board assuming control of an outside 501c3 organization to attempt to forcibly secure the assets of the Pacifica Foundation.
This motion of course makes little sense since Wilkinson, while a member of the KPFA local station board and with the claimed assistance of board chair Carole Travis, already set up a 501c3 organization for this purpose in 2013, headquartered at corporate counsel Dan Siegel's office, with no notification, disclosure or permission from KPFA's local station board, or the Pacifica Foundation board of directors and with no concern for any legal ramifications. The articles of incorporation can be found here. Wilkinson and Siegel's previous problems with the misdirection of Pacifica Foundation assets can be seen here.
Save KPFA-affiliated delegate Wlliam Campisi indicated that if the Pacifica Foundation national board of directors did not accede to KPFA's proposals that he intended to propose the KPFA local station board initiate a lawsuit against the Pacifica Foundation to forcibly dissolve it. Campisi said that he intended to take advantage of the loss of directors and liability insurance caused by Wilkinson and Brazon's failures to file timely financial audits for FY 2014 and 2015. Citing California Corporations Code 6510, Campisi said that Pacifica's 2017 national board may fail to seat itself due to fear of the proposed lawsuit or that he would attempt to get around the law's requirement for one third of the Pacifica membership to support such an action by filing a complaint to California's attorney general. Campisi is apparently unaware that numerous complaints have already been filed with California's attorney general for the past three years indicating correctly that Wilkinson's 2014 coup would result in the failure to file financial audits, the loss of CPB funding and the loss of directors and officers liability insurance.
A successful legal action to dissolve the Pacifica Foundation in the California courts would result in the Federal Communications Commission revoking all of the broadcast licenses and re-allocating them. In general, the policy of the commission is that re-allocations are not made to past or present members of the governance or past or present employees of a previous failed licensee, so it is likely all 5 broadcast licenses would be reassigned to entities with no past or present connection to the Pacifica Foundation or any of its stations.
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