Clarification of Rules by Parlimentarian

This is a copy for INFORMATIONAL PURPOSES ONLY revealed here for anyone to read, learn or dispute to the KPFK Local Station Board members, if so needed. It is not always known and not spoken often or easily. Here goes:



"Directors are not elected by the Local Station Boards. They are instead elected by the local Delegates, who constitute a distinct deliberative body with slightly different membership and hugely different powers and authorities. When the Delegates meet they are a committee of the local membership rather than a committee of the Pacifica National Board and they have only the authorities assigned to Delegates in the organization bylaws. Although under Article 4, Section 4, "Any and all actions, resolutions and policies taken or adopted by an LSB may be overridden by a majority vote of the Directors," the Pacifica Bylaws include no authority for the Pacifica National Board to override or rescind a decision of the Delegates in an area of their assigned authority.



Although Article Five, Section 1(D) states that "all corporate powers shall be exercised by or under the direction of the Board," that authority is unambiguously made subject to "any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the Members or Delegates of the Foundation," so the authorties assigned to the Delegates in the bylaws are by means of this very section specifically exempted from PNB direction and control. This is why recent PNB resolutions attempting to discipline the WPFW Delegates in connection with not following Board direction regarding that station area's Director elections risk bylaws violation.



The elected Delegates of the membership serve on their Local Station Board as one of the duties or privileges of their delegate office (Art. Seven, Sec. 2), which is why an LSB Member cannot legally be removed except through the delegate removal procedures specified in Article 4, Sec. 9, which require a greater approval than for Director recall. Coduct that is "adverse to the best interests of the station," while grounds for Delegate removal, is no grounds for Director recall. A Director's fiduciary duty to the Foundation may occasionally require voting or other conduct adverse to the interests of the specific station from which area they were elected. Conduct that is "adverse to the best interests of the Foundation" is grounds for removal from office in either case.


[snip]


Directors are not elected by their LSBs. The proposed recall of a Director would require a special meeting of the Delegates called with at least 30 days notice, as specified with other details in Article Five, Section 7 of the Pacifica Byaws.



A successful Director recall by the Delegates under this section would require "the 2/3 vote of the Delegates present and voting (but not less than a majority of all the Delegates) of the radio station that elected said Director (excluding the vote of the Director in question) that said Director has exhibited conduct that is adverse to the best interests of the Foundation."



The challenged Director "shall be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard."



The Pacifica Bylaws do not specify what authority is required to call a special meeting of the Delegates. A reasonable interpretation is that Article Six, Sec. 2 regarding special meetings of the PNB would apply as adapted to the situation, which would mean that a special meeting of the Delegates may be called by the Chair, by any two local Officers, or by any three Delegates.



It is reasonable to assume that the "at least 7 days" public notice requirement for Local Station Board meetings specified in Article 7, Sec. 6(D) is generally adequate for Delegate meetings on matters for which greater notice is not specifically required, but the cases of a proposed Director recall, a proposed Delegate removal, or approval of a proposed bylaws amendment all have greater notice requirements."



written by Terry Goodman on Oct 5, 2009.

Pacifica's NY - WBAI stewards exposed misinformation that needs corrections...see here ..learn!

"Justice and Unity faction tries to sabotage WBAI Fundraiser"

this repost was rec'd on Thursday, July 16, 2009 7:54 AM was originally sent to:

WBAIelections@yahoogroups.com NewPacifica@yahoogroups.com, PacificaRadiowaves@yahoogroups.com

“On or about Wed Jul 15, 2009, the WBAI USOC Stewards wrote:
A group of people based in California, with the cooperation of local cohorts, have recently staged a coup at WBAI. “

reponse & corrections: A group of people based in New York, with the cooperation of cohorts in other station areas, have had a stranglehold on Pacifica until recently, and that stranglehold almost destroyed the Pacifica Foundation. The Pacifica Foundation, based in California, with the support of the Pacifica National Board consisting of Directors elected from all Pacifica station areas and with representation from Affiliates, under a democratic structure wherein listeners and staff use proportional voting methods to elect delegates, has facilitated a change in the management of New York station WBAI, which has been operating at a deficit for several years, subsequent to a majority request for such change in management by the democratically elected representatives of the radio station's local membership, who are in the categories of listener-sponsor members and staff members.

WABIers claim : The interim Pacifica Executive Director, Grace Aaron of Los Angeles, has engaged in a series of politically-motivated firings and bannings of longtime station and network staff in violation of due process and human decency.

reponse & corrections: The interim Pacifica Executive Director, Grace Aaron of Los Angeles, elected Chair of the Pacifica National Board by vote of its Directors and appointed iED by vote of its Directors, has taken steps to implement resolutions of the democratically elected National and Local Boards. Except for General Manager removals at WBAI and WPFW, employment actions at all stations have been at the direction of the unit managers. Most of these employment actions have been staff layoffs to reduce expenses, made necessary by operating deficits at WBAI in New York and at KPFK in Los Angeles. Pacifica is attentive to due process in its employment actions and treats its employees with decency.

reponse & corrections: The major reductions in Pacifica's network staff occurred months before Grace Aaron was made interim Executive Director. Pacifica's National Office is funded by payments from its broadcast stations and both WBAI and KPFK were behind in their payments to the National Office. Most of Pacifica's national staff was laid off in response to this loss of critical funding.

WABIers claim :In New York, General Manager Anthony Riddle has been forced out and replaced by LaVarn Williams of Berkeley, California.

reponse & corrections: LaVarn Williams is an experienced financial analyst and served for several years as Treasurer of the Foundation, elected by previous Pacifica National Boards. She was appointed interim CFO by the PNB in January and her double-duty as interim WBAI General Manager is both saving the Foundation money and placing financial oversight where it is most needed.

WABIers claim : Longtime WBAI Program Director Bernard White was fired as he returned from major surgery and banned from the station and airwaves, as was Ayo Harrington ­ education activist and a producer of "On the Count" ­ our criminal justice/prison rights" program.

reponse & corrections: Bernard White, as WBAI's Program Director, shares major responsibility for the station's declining listenership and poor financial performance in recent years. Ayo Harrington served as Bernard White's assistant for some of this period.

WABIers claim :Acting Manager Williams has ignored Ayo Harrington and the Unpaid Staff Organizing Committee's asking for Ms. Williams' reasons for her actions against Ayo Harrington.

reponse & corrections: If Ayo Harrington was dismissed in connection with her service as Assistant to the Program Director, then she does not have union representation in that dispute. If Harrington was dismissed in connection with her subsequent service as WBAI Premiums Manager, then her representation in that dispute should come from the paid staff's union. USOC stewards, who may or may not represent a recognized unpaid staff bargaining unit at WBAI, are interfering where they have no reasonable claim of authority; and Ayo Harrington had no business serving as a USOC steward when a Pacifica employee if she has done so.

WABIers claim : Additionally, host Mimi Rosenberg and newscaster Don Debar have been removed from WakeUp Call for their opposition to the coup.

reponse & corrections: Because the management changes at WBAI are supported by the station's Local Station Board consisting of delegates elected by vote of the station's local membership, those changes cannot accurately be characterized as a "coup." Volunteers Mimi Rosenberg and Don Debar have been removed from WakeUp Call not for their opposition to these changes but for other reasons. USOC stewards may represent these volunteers in their disputes with the station, but USOC does not control the station's programming decisions or station management's enforcement of Pacifica's programming policies.

WABIers claim : In Berkeley, after a baseless, public smear campaign, Chief Financial Officer Lonnie Hicks was fired.

reponse & corrections: Former CFO Lonnie Hicks is claiming such a campaign in his lawsuit against the Foundation; but, in fact, the Pacifica National Board had good cause to implement this dismissal and would have had equally good cause in previous years.

WABIers claim : In Los Angeles, KPFK Program Director Armando Gudino has been fired, as have News Director (and "Informativo Pacifica" producer) Fernando Velasquez,and programmer Jerry Quickley.

reponse & corrections: I do not know the details of Armando Guidino's exit at KPFK, but Fernando Velasquez and Jerry Quickley were both laid off, not fired. None of these KPFK employees are being replaced anytime soon, and there were additional recent staff cuts at this station.

WABIers claim : In Washington, D.C., General Manager Ron Pinchback was fired and humiliatingly escorted from the premises.

reponse & corrections: It is normal practice for separated employees to be escorted from the premises. Ron Pinchback was also serving as that station's Program Director. WPFW's financial performance has been better than that of WBAI and KPFK in recent years, but the station has not been raising enough funds to finance a move that will be required upon expiration of its studio lease. The Pacifica Foundation does not currently have the funds to rescue WPFW and finance its move when that time comes, so WPFW must substantially improve the performance of its capital campaign. Specifically, it must match a $1 Million pledge over four years or it may lose all or part of that donation.

WABIers claim: Thus, the current leadership of WBAI/Pacifica is undermining the principles that Pacifica promises to its workers and preaches to others.

reponse & corrections: The current leadership of WBAI/Pacifica is attempting to rescue WBAI, KPFK, WPFW, and Pacifica from financial catastrophe while improving those station's and the network's adherance to the Pacifica Mission and those station's and the network's service to its listeners. Pacifica is the first national broadcast network in the United States to adopt a democratic governance structure in order to be responsive to its listener members. When progressive changes occur in response to the legitimate demands of a majority for improvement, the minority is expected to complain. In Pacifica, however, such complaints should represent honest dissent and should not be based upon lies and distortions.

The USOC Stewards who authored the letter to which this is a response, Ayo Harrington, Ken Nash, Marquez Osson, Louis Reyes Rivera, and Cerene Roberts, share in the overall responsibility for WBAI's and Pacifica's financial problems, because they have repeatedly acted, individually and as members of a local faction, to resist needed reform at WBAI during the years of that station's declining performance under every measurable standard. If USOC is to be again recognized as bargaining agent for the members of the Unpaid Staff Bargaining Unit at WBAI, a recognition that has arguably lapsed and/or may be withdrawn, then these "stewards" should resign or be recalled by the Bargaining Unit members in support of the positive changes occuring at the station under its transition management.

Due to the Unpaid Staff Organizing Committee's failure as a committee to organize an unpaid staff organization at WBAI and obtain recogntion of that organization from station management, however, I would like to see a legitimate WBAI unpaid staff organization finally formed using the talent and services of a more conscientious and responsible committee of organizers.

NOTE: these “responses & corrections” were supplied & written by --Terry Goodman [ a very knowlegable and dedicated Pacifica and KPFK member whom some of us trust more than most writers ]

Communication IN problems to KPFK well explained. See comment to posting Feb 2009 below.

Terry Goodman, "KPFK Volunteer former KPFK Staff Member former KPFK Delegate" wrote an excellent explanatory essay answering the questions and concerns about why KPFK is so hard to access, except as an on-air 1-way-out radio station.

Please read his helpful comments and share this vital honest information, as many have complained and been alienated from participating more fully with KPFK in many ways due to the lack of access to any staff with their valid concerns.

Programmers who do not respond are assumed to also be only "volunteers" and tho Terry does not speak to the issue that they may be also obtaining benefits from all the artists, speakers, organizations they "announce" and present, often programmers are not better in responding if there is no profit to be derived either.

Perhaps some of the hinderances to KPFK that Terry also notes and describes can be addressed by other KPFK listener-sponsor STAKEHOLDERS of this station...thru the Local Station Board, going their meetings, and some committees [ as a public comment person with time that is always briefly alotted for these attenders].

Or continue to try and try and try again to reach someone who is also "listening" back to what KPFK's customers want. To be heard when you are upset about some dysfunction or prejudices... or want something changed... or you want to be positive and make a suggestion.... and want to help improve your station.

Maybe hard-copy PO mail is the retro way to be noticed and be known as a contributor again.

Maybe there is no way, with the station's usual excuse of "no money" and "not enough staff" and "no time"..same old go-away-stories... and who has not be put off by that regular denial of access when you are those who pay for keeping this station alive ?

Thank you Terry for all your work in providing us all with this valuble insider hard-learned over time information. You state it as it sounds like it actually is, w/o giving the usual corporate [non-profits are too ] veneer of "we're ok so dont bother us any more". Thank you for telling us so much !