First interim Pacifica National Board meeting:
links and details
The newly constituted interim Pacifica National Board (iPNB) held its first meeting via teleconference on Saturday, December 29, 2001. This meeting lasted for four hours and forty five minutes.
New Officers were elected for the Pacifica Foundation. These were: Leslie Cagan: Chair, Carol Spooner: Secretary and Jabari Zakiya: Treasurer.
The iPNB agreed that Democracy Now! would come back to Pacifica, and that the iPNB would hold a full meeting in New York City from January 11 to 13, 2002.
One stipulation of the settlement that brought the iPNB into being was that in order to pass a motion must either pass by a two-thirds majority or pass by a simple majority if it gets a vote from at least one member of each faction (the factions are: former dissident, former majority and LAB members). If a motion fails to get the votes required by these stipulations, but gets a simple majority, it can be submitted to the judge in the case and he will decide.
Issues regarding the lifting of the “gag rule”, return of the fired and banned at WBAI, and a raft of other issues did not get the super-majority votes needed and so have been submitted to the judge by Carol Spooner the new Secretary of the iPNB, whose letter-brief to the judge is below.
The sound archive on the Pacifica Foundation Web site has already become unusable. However there is another site that has the entire meeting in five MP3 files. Especially notable is Mr. Bertram Lee's conduct on a speakerphone.
Pacifica Management has finally posted the minutes of this meeting.
The following E-mail is from iPNB Secretary Carol Spooner and includes the letter-brief to the judge regarding the metters that he must decide.
Here are the decisions the judge rendered as a result of this motion.
Under the legal settlement agreement, “letter-briefs” are to be submitted to Judge Sabraw and exchanged among the parties 2 days after the vote regarding any resolution that received a majority vote, but not a “balanced majority” or 2/3rds majority. We agreed at Saturday's board meeting that this means 2 “business days” after the vote -- so, that was today (Sunday and yesterday were not business days).
I've been asked to post the letter-brief in support of the resolutions. Although it is long (including “Exhibits”) I am doing so. We have not yet received a copy of any letter-brief in opposition to the resolutions by the board minority.
We hope to have the judge's decision by Friday. Thanks for all your support!Carol Spooner, Secretary
I write on behalf of nine members of the Pacifica Foundation Interim Board of Directors (“the board majority”) in support of three resolutions passed by majority vote (9 to 6 or 9 to 5) at a board meeting on December 29, 2001. None of these three resolutions received a vote from any of the five members appointed by the former board majority under the Settlement Agreement (now “the board minority”) or a 2/3rds majority of those present and voting. The full texts of the three resolutions are attached as Exhibits A, B and C.
In order to give the Court an overview of the first interim board meeting and because there are three resolutions requiring Court review, we request the Court's indulgence in receiving a five page letter-brief.
The board meeting was conducted by telephone conference call arranged through AT&T by the Foundation's assistant to the acting Executive Director. The meeting was webcast by AT&T so that the public could listen in over the internet , but was not broadcast by any of the five Pacifica radio stations. The meeting was broadcast live by Pacifica “affiliate” station, KFCF in Fresno. Pacifica is required to hold open board meetings as a condition of receipt of grants from the Corporation for Public Broadcasting. The meeting began at shortly after 9 a.m. PST  and continued for roughly 4-1/2 hours. 
Fifteen board members were present and voting for most of the meeting, as follows: (1) appointed by former board minority: Teresa Allen, Pete Bramson, Janice K. Bryant, Leslie Cagan, and Rob Robinson; (2) appointed by former board majority: Marion Barry, James Ferguson, Dick Gregory, Wendell Johns and Bert Lee; and (3) appointed by LAB Chairs: Dave Fertig (KPFK) Barney Goodman (KPFT), Ray Laforest (WBAI) Carol Spooner (KPFA) and Jabari Zakiya (WPFW). Wendell Johns dropped off the call at some point and was not present for the vote on two of the resolutions presented here.
Five out of eight items on the agenda were successfully completed during the meeting. Officers were elected (under the Settlement Agreement, election of officers did not require a balanced majority): Leslie Cagan was elected Chair, Carol Spooner was elected Secretary, and Jabari Zakiya was elected Treasurer. Three resolutions were passed by balanced majority and 2/3rds majority: (1) to restore Democracy Now! to the air immediately with back pay on a temporary basis and to negotiate a contract with the Democracy Now! producers to air that program as independent production in the near future, (2) to establish a committee to search for a new executive director for the Foundation, and (3) to require the five station managers to come to the January board meeting prepared to give a full report on the state of their station. An in person meeting of the board was set for January 11-13 in New York.
The following three resolutions were passed with a majority (9-6 or 9-5), but without a balanced majority or two-thirds of the members present and voting. Thus, under Paragraph 3(i)(3) of the Settlement Agreement, these are automatically referred to Your Honor for a determination:
1. RESOLUTION ON COMMITTEE TO ADDRESS WBAI (Exhibit A)
The Settlement Agreement in Paragraph 3(d)(8) provides that the “(3) Work of the Interim Board [is to] . . . (d) address what has been identified as Hot Issues: . . . (8) Establish a committee to address the WBAI issues.” At the first meeting of the Interim Board, a resolution was passed by a 9-6 majority of the board members, which established a committee to address the WBAI issues. A copy of this resolution is attached as Exhibit A.
Since December 2000 twenty seven staff members at WBAI in New York have been fired or “banned” or “suspended” indefinitely from the station, including the station manager and program director. Over the past year the board has received literally thousands of reports and complaints from former and remaining staff members, from listeners, and the WBAI LAB concerning abuses of the air, including without limit, racist, sexist and homophobic “rants”, vitriolic personal on-air attacks on the “fired and the banned”, as well as potentially actionable libels. Many of these complaints have also been sent to the FCC and are part of the WBAI FCC “public file”, and Pacifica will need to address these complaints to the FCC when WBAI license comes up for renewal with an explanation of what corrective action, if any, Pacifica has taken. The board has received reports of violence and threats of violence at the station. In addition, the board has heard questionable and unverified financial “rumors”, but no financial reports, as to the funds raised during fund drives over the past year. Several members of the listening public have written over the past year of receiving “thank you” letters for pledges they did not make. One such letter is attached to the resolution. Many members of the listening public have also written to say that they will not donate again to WBAI until the “fired and banned” are restored to the air. At the past two in-person board meetings, in March and November of 2001 in Washington, D.C., more than 100 people -- listeners, LAB members, and staff members -- came personally to report these matters to the board.
The resolution, as adopted on 12/29/01, was amended from the original proposed resolution in an effort to obtain support from the board minority. As originally proposed, the committee would have had the power to “investigate and take corrective action” as needed. As amended, the resolution provides that the committee has the power to “investigate and recommend corrective action to the board.” Despite this significant change, none of the board minority members voted for the resolution.
The board majority believes the committee must begin its work immediately and that these problems must be investigated and resolved as quickly as possible. The board majority hopes the committee will be able to make some recommendations for corrective action at the board meeting on January 11-13. We respectfully request the Court to approve the resolution.
2. RESOLUTION RE: LIFTING THE “GAG RULE” WITH CONTROLS ON ABUSE (Exhibit B)
The Settlement Agreement in Paragraph 3(d)(9) provides that the “(3) Work of the Interim Board [is to] . . . (d) address what has been identified as Hot Issues: . . . (9) End the gag rule.” At the first meeting of the Interim Board, a resolution was passed by a 9-6 majority of the board members, which lifted the gag rule, and provided for controls of abuse of the air. A copy of this resolution is attached as Exhibit B.
The “gag rule” has since 1995 provided station managers with the authority to remove from the air any programmer who discussed the “Pacific controversy” on the air, or permitted guests or listener call-ins to discuss these issues. It is distinguished from the “dirty laundry rule” which prohibits programmers from airing personal feuds and/or rivalries for air time on the air.
Memos from the board and executive staff to the station managers in 1995 show that the original intent of the “gag rule” was to prevent listener/donors from understanding of the vast changes in direction and programming intended for Pacifica, and from withdrawing their financial support in consequence. In recent years, as public awareness grew of the controversies, the “gag rule” has been employed unevenly - frequently ignored when broken to support the changes in direction, frequently imposed when broken to oppose the changes. At this point, thousands of listeners are angry and confused, both about what has occurred over the past few years and about what this new interim board of directors intends to do about it, as evidenced by the thousands of letters and emails the board members constantly receive.
The purpose of this resolution is to provide listeners with balanced discussion of the issues, and to provide programmers protection from firing for discussing these issues. The resolution provides for a “programmer review committee” both to safeguard against abuses of the air and to protect programmers from being arbitrarily removed from the air for discussing these issues. The resolution also requires the station managers to provide air time specifically for balanced discussion of these issues, and other measures to inform listeners of the controversies and actions being taken to address them.
The board majority believes these actions are necessary to restore public confidence in Pacifica and to gain listener support for the Foundation during this transition period when many changes will be made, and further that Pacifica is founded upon principles of “free speech” and dialogue as a means of resolving conflicts, and that our listeners deserve a full explanation and demand it of us. We respectfully request the Court to approve the resolution.
3. RESOLUTION RE: TERMINATION OF EMPLOYMENT OF LITIGATION LAW FIRMS (Exhibit C)
At the first meeting of the Interim Board, a resolution was passed by a 9 to 5 majority that terminates the employment by the Pacifica Foundation of the two law firms that represented the Foundation and the former majority board members in the now settled consolidated actions, but authorizes such work as is necessary for the filing of the stipulated judgment required under the Settlement Agreement. It is clearly not in the best interests of the Foundation, which is in considerable financial difficulty, to incur expenses for attorneys to advocate the views of any faction of the board of directors, or to employ attorneys with conflicts of interests; i.e., attorneys who simultaneously represent or previously represented the now board minority members. Such expenditures by the Foundation are not justified and the now minority members have expressed their intent to continue use of these law firms, at Foundation expense, to advocate for their point of view during any continuing judicial oversight of the Settlement Agreement. The resolution specifically provides that the Foundation may employ attorneys, without conflicts of interest, if needed to advise the Foundation as to these matters. The board majority respectfully requests the Court to approve the resolution.
Thank you for your consideration of these matters.
Carol Spooner, Secretary
Pacifica Foundation Board of Directors
 An archived recording of the meeting is currently available through AT&T at http://web.servicebureau.net/conf/serv?action=AttendeeLogin&xslURL=/attendee _login.xsl&event_id=1112290141&media_type=audio&general_password=null&event_ type=conference&user_type=attendee_web_user&cp_code=2337&signature=5onzxtjsf 7f4xa5bp9xwuafyp. We are uncertain how long that archive will remain available on the internet. However, if it is discontinued, the webcast was recorded by the A-Infos Radio Project and is also available for listening on the internet at http://www.radio4all.net/proginfo.php?id=4039. Return
 Three board members (Lee, Barry and Gregory) were apparently informed by the AT&T operator that the call had been cancelled and, thus, they joined the call about half an hour late. The meeting, which had previously been called to order by Wendell Johns as the only remaining officer from the prior board until new officers could be elected, was recommenced from the beginning with all 15 members present and voting. Return
 The meeting was repeatedly marred by shouting and out of order conduct by one member, Bertram Lee, up to and including belching and blowing “raspberries” into his speaker phone near the end of the meeting, displaying contempt for all participants, the listening public and the proceedings. Were it not for this conduct, the business of the meeting would most likely have been concluded in considerably less time. The Court is invited to listen to any 10 minute segment of the meeting at random (except the first half hour when Mr. Lee was not present) to verify that this conduct occurred. Return
EXHIBIT ARESOLUTION ON COMMITTEE TO ADDRESS WBAI
In section 3 (Work of the Interim Board) of the settlement agreement which established this Interim Pacifica National Board, there is a list of “hot issues” identified for action by this body. Item 8 calls for, “Establish a committee to address the WBAI issues.”
Therefore, be it resolved that the Interim Pacifica National Board establish a committee to address the issues at WBAI. More specifically, this committee shall investigate and recommend corrective action to the board on the range of items that define the present crisis at the station. All such actions must be consistent with Foundation policies as well as the law, and the committee shall seek legal advice as necessary.
The committee shall be composed of four members of the Interim Pacifica National Board (the three from the New York listening area as well as one other IPNB member) and up to five members of the WBAI LAB, to be determined by that LAB. This committee shall have the authority to invite others to work with it. The committee shall convene and commence its work immediately.
During the tenure of this Committee, WBAI management and Pacifica management will observe a moratorium on hiring, firing and suspension at all levels at WBAI as well on the entering into any contracts regarding WBAI without express approval from the commitee, and WBAI management and Pacifica management will promptly provide requested information that is germane to the work of the Committee. All actions of this committee shall be reported to the full IPNB.The List:
37 and counting (if excluding “driven from,” there are 27) (Each person is only counted once, regardless of how many positions they held)
* = paid position (13, of whom 9 were fired, banned, removed or suspended)
[Note: “removed” = management action to indefinitely remove the staff member from that program but either: a) not formally dismiss them from the staff; or b) not explicitly preclude them from maintaining other programming roles]I. MANAGEMENT
Here are the decisions the judge rendered as a result of this motion.
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