Date: Wed, 24 Jan 2001 18:02:42 -0800 (PST)
From: savepacifica@peacenet.org
Subject: {FP} URGENT: Proposed Pacifica By-Law Revision Permits Sale of Stations, Profiteering by Board Members, Weakening of Community Input
[synopsis: New by-laws would make it possible for ONE director to be a "quorum"; to be PAID for their services (EBG would make millions from selling stations); for Pacifica to appoint 1/3 of the LABs and ban whoever they like; to reduce meeting notice to 24 hours' notice on an answering machine; to ban elected LAB members from the National Board; to allow them to change the Articles of Incorporation; to permit the sale of assets by decision of the Executive Committee only (excluding the National Board members who are community-based).]
A proposed by-law revision (read the text), drafted by John Murdock, a partner in an anti-union Washington law firm and Mary Frances Berry's designated legal representative on the national Pacifica board, is now being circulated for possible adoption at the upcoming March board meeting in Houston. The revision would...
--> BLUE INLINED COMMENTS IN ALL CAPS ARE ADDED OBSERVATIONS FROM JEFFREY BLANKFORT, on 1/25/01 <--
* Reduce to as few as five members the Pacifica Board of Directors (currently 19).
---> THE PROPOSED BY-LAWS SET A MINIMUM AT 11 AND MAXIMUM OF 25 <--
* Allow hired Pacifica executives to be members of the board.
* Allow key decisions to be made by as few as three board members.
---> ACTUALLY, IT PROVIDES THAT ONE DIRECTOR COULD BE A QUORUM, PRESUMABLY TO TURN OUT THE LIGHTS AS HE/SHE LEAVES THE SOLD PREMISES. <--
* Permit the sale of Pacifica assets (i.e. stations like KPFA and WBAI, estimated to be worth at least $250 million to commercial broadcasters) by a vote of the executive committee only, as long as the sale did not include "all or substantially all of the assets or or property of the Foundation."
---> WHICH WOULD ALLOW THE SALE OF TWO STATIONS
* Allow directors (such as Murdock, a partner in the law firm of Epstein, Becker and Green, currently handling many legal matters for Pacifica) "to receive reasonable compensation for services...in a professional capacity."
---> THIS MAY VIOLATE STATE LAWS AGAINST SELF-DEALING <--
* Reduce meeting notice time to as little as 24 hours, and meeting notice to consist of as little as a message on an answering machine.
---> THIS IS CLEARLY IN VIOLATION OF FEDERAL COMMUNICATIONS ACT 396(k)(4) and 397(5) AND THEIR INTERPRETATIONS BY THE CPB <--
* Allow the national Pacifica board to appoint 1/3 of local advisory boards, and ban membership on such boards of staff and volunteers.
* Ban elected local advisory board members (as at KPFA) from serving on the national board.
---> THIS IS THE PRESENT INTERPRETATION OF THE LAW BY THE CPB <--
There are other centralizing, corporatizing measures as well, as may be seen in reading the full text of the proposed by-laws at http://www.savepacifica.net/bylaws_revise.html (a PDF version is also available at: http://www.radio4all.org/freepacifica/murdock/murdock-bylaws.pdf)
---> THE LAST PROVISION PROVIDES FOR CHANGING NOT ONLY THE BY-LAWS BUT THE ARTICLES OF INCORPORATION, AS WELL <--.
IF THESE BY-LAWS, OR ANYTHING LIKE THEM, ARE PASSED, PACIFICA RADIO AS A FREE SPEECH, COMMUNITY- BASED INSTITUTION WILL BE DEFINITIVELY DESTROYED!
You help is urgently needed in defeating these by-laws.
Please do the following:
1) Telephone Epstein, Becker, and Green if you object to the money you've donated to Pacifica being used to further the destruction of the organization. (Ask to discuss this with John Murdock or any partner in the law firm!)
In San Francisco: (415) 398-3500
In Washington, D.C.: (202) 851-0900
In New York: (212) 297-5600
In Los Angeles: (310) 398-3500
2) There is a public comment period on these by-laws which ends February 5. Murdock has said that comments will be accepted only from board members. There are six board members who can be trusted to oppose these by-laws. PLEASE WRITE TO THEM TODAY at whatever length you choose so that they may collect opposing comments!
Pete Bramson rbram@aol.com
Leslie Cagan LeslieCagan@igc.org
Aaron Kriegel HARAV1@aol.com
Beth Lyons BethLyons@aol.com
Tomas Moran tomasmoran@aol.com
Rob Robinson robrobin@erols.com
Also, folks can send postal mail to the Board members in care of Pacifica's National Office:
(Board Member's Name Here)
C/O Pacifica Foundation
2390 Champlain St. NW
Washington, DC 20009
These 3 postal addresses just in:
Leslie Cagan
550 Ft. Washington Ave. #3
New York, NY 10033
Aaron Kriegel
Temple Ner Maarav
17730 Magnolia Blvd.
Encino, CA 91316
818-345-7833Rob Robinson
c/o M. Williams & Associates
2600 Virginia Avenue, N.W., Suite 701
Washington, D.C. 20037 .
3) Make a donation IMMEDIATELY to our legal defense fund, as we explore our options in opposing Pacifica's latest, and ultimate, power grab! Either send a check (non-tax-deductible) to:
Siegel and Yee Trust/Pacifica Account
499 14th St. #200
Oakland, CA 94612
From Carol Spooner/Listeners' Lawsuit: The listeners' lawsuit will be filing a motion for a Temporary Restraining Order and Preliminary Injunction to prohibit any changes in the Pacifica bylaws -- or any other substantive acts affecting governance, operations, management, staff, or programming -- by the Pacifica Board during the pendency of our case. Our legal team is currently preparing the motion. We will file as soon as our case is sent back from Federal to State Court -- any day now, we fervently hope!
Gifts specifically for the Listeners' suit can be sent to:
Committee to Remove the Pacifica Board
1136 Wild Rose Drive Santa Rosa, CA 95401
(Gifts to the Committee are NOT tax deductible, but your support of the cause of free speech radio is invaluable. Contact Carol Spooner at (707) 526-2867 or wildrose@pon.net for more information.)
TAX DEDUCTIBLE contributions of $500 or more to support the listeners' lawsuit can be made to: Marin Health Fund/Public Media Initiative, P.O. Box 5402, Mill Valley, CA 94942. Contact Linda Remy at mhf1982@pacbell.net for more information.UMBRELLA FUND Tax deductible contributions in any amount to support ALL THREE law suits -- the Committee to Remove the Pacifica Board/Listeners' suit, the LAB suit, and the Directors' (Robinson/Kriegel) suit --can be sent to:
Free Pacifica Legal Action/Vanguard Foundation
383 Rhode Island #301
San Francisco, CA 94103
415-487-2111
And please keep following our daily reports at http://www.savepacifica.net
Thank you!
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