An open letter to the proposed Transition Board Members who will be the sole Trustees for the Pacifica Foundation if the proposed new Bylaws are approved by the membership

[*2/13 update question #10]

February 12, 2020

VIA EMAIL & US MAIL

To: Judy Graboyes, Bob King, Walter Riley, Norm Stockwell, Terri Burke, Mustafaa Carroll, Louis Vandenberg

I am writing you because you have all been chosen to be “Transition Board Members” as part of a set of completely reworked Bylaws for the Pacifica Foundation. These Bylaws will be voted on by the membership of all five Pacifica radio stations very soon and you are part of the package. If they are approved by the membership, you will become the new Directors of the Pacifica Foundation in a little over a month.

Here is a link to the proposed bylaws that includes short bios for you and other information: https://www.pacifica.org/. (Two of the original proposed Directors have withdrawn.) If these Bylaws are approved, you will have almost unlimited control to do whatever you want to Pacifica. However, we have heard nothing from you beyond the printed bios. One of the fears is that you will be puppets for the people who picked you, that you have been told you won’t have to do much and they will “advise” you.

I am a member of KPFK and I was on the KPFK local board, and was its Treasurer for several years, as well as on the national board. I have spoken with other members and former board members and we have some questions. We’d like to hear from you directly in order to inform us in the upcoming vote. I have set up a Facebook group called Pacifica’s Proposed New Bylaws where people can further discuss these issues and you can respond there and engage with the members directly. Since your new job will be so crucial to Pacifica’s future, it is critical that the membership hear from you directly.

1.      What is your understanding of the responsibilities and duties of Transition Board Member that you have committed to?
2.      Some of you have full time jobs. How much of a time commitment do you expect this position will require? How much time can you commit to Pacifica should it require more time?
3.      How much do you know about Pacifica? 
4.      How much do you know about Pacifica’s current financial status?
5.      It is possible that at the time of your seating, there will be no Executive Director or Chief Financial Officer. If that is the case, the elected board Chair among you is required to take over the ED position and the elected board Treasurer is required to take over the CFO position according to the new proposed Bylaws. Is someone prepared to take on these responsibilities if needed?
6.      During this transition period you will be the only Trustees of the Pacifica Foundation and will be responsible for all the business of governance and oversight of Pacifica. None of you have radio or radio business experience, except for at community radio stations much smaller than Pacifica’s smallest station or other relevant skills. Pacifica has five financially troubled stations, plus its Archives and an Affiliates program. It is a very complex organization. How do you plan to address the immediate issues you will face? What do you think those issues are?
7.      One job as Transition Director will be to find new permanent Directors. What skills, contacts and resources do you have in order to select these new and permanent board members for Pacifica to replace your Transition positions?
8.      What are your thoughts and ideas about the direction Pacifica should be going in? What are you plans or ideas for fixing its immediate financial problems? What are your plans or ideas for improving Pacifica’s long-term operations?
9.      Why do you want to do this?
10.     *Update 2/13: I sent out the following additional question: 
        Have you read “ARTICLE XI. INDEMNIFICATION AND INSURANCE” in the proposed bylaws? It seems to say that all present and former directors will be indemnified. Also that coverage for employees is optional. To the first point, have you seen the policy? As a former director I should think it’s a good thing but mostly I have a hard time imagining anyone would underwrite such a policy at a price Pacifica could afford. I believe Pacifica has not been able to afford any D & O insurance for a number of years. As to the second point, I can’t imagine any employee would work at Pacifica without the normal business coverage It seems insulting to all the workers that something like that would be included in the bylaws. What are your thoughts?

There are strong opinions on both sides of the proposed bylaws and it is not certain they will be approved. This is why we’d like to hear from you directly. We expect you would want to communicate with the membership directly before taking on this important role at Pacifica. You can do so at the Facebook group Pacifica’s Proposed New Bylaws.

The new proposed bylaws were written in secret and the process by which they have been presented to the members is controversial and includes a secret court appearance that the majority of the board did not even know about. While many agree the current bylaws are problematic — although not the real problem with Pacifica — many think this is not the way to change them. Some think it’s simply a naked power grab by a few long-time insiders.

Of the ten people who are taking credit for the new bylaws, eight are from Berkeley, one from Texas and one from Los Angeles. They have all been in and around Pacifica for, in most cases, decades. They have a record. Of note, a majority of them from Berkeley have been part of a small group who have advocated to break up Pacifica for years, mostly to get the KPFA license away from Pacifica or otherwise get control of the assets of the Foundation. For more details see: KPFK and Pacifica: Update 2019, KPFK and Pacifica: A Quiet Coup and Carol Spooner, ‘Time for an amicable divorce at Pacifica?” [Note: Carol Spooner was instrumental in writing the current bylaws.]

Here are some of the immediate problems Pacifica is facing as written by the people who wrote these proposed bylaws — and who chose you: https://rethinkingpacifica.org/why-new-bylaws/

Here’s another analysis of the proposed bylaws: It’s Up To You Now

This problem of How Is It KPFA Last Paid Property Tax On April 3, 2013?, in which KPFA’s building is set to be auctioned off by the state in a month, occurred on the watch of the people who wrote the proposed bylaws and have chosen you. Are they the ones who you should depend on for advice? Also: KPFA Building on the Auction Block

Some of the new Bylaws supporters, and their allies, sent out a fundraising letter to raise money for a “listener lawsuit” they want to file (although it doesn’t say who they’re planning on suing). There is also a plea for the CA Attorney General to step in. This is their website: https://pacificaprotectors.org/

I, and the larger community of Pacifica, look forward to hearing from you directly with your ideas about your role in the future of Pacifica on Facebook at Pacifica’s Proposed New Bylaws.

Thank you in advance for your responses.

Sincerely,

Kim Kaufman
kim.kaufman@att.net
Facebook: Pacifica’s Proposed New Bylaws