"Save KPFA" & "United For Community Radio" UCR Manipulate Elections To Support Bankruptcy

I re-listened to the audio archive and filled in some of the time gaps (see Some more meeting details below). Apparently we had a new phenomenon on January 6th, perhaps to be known as speed-voting (obviously orchestrated beforehand) and out the door.

And since it was brought to the attention of the KPFA LSB that Bill Campisi technically wasn't yet a Listener Director after having come in third in the January 6th STV election because seating of the 2018 PNB occurs on January 25th and you can't have more than four Directors at one time as there are four current PNB Directors until January 25th, Mr. Campisi now admits that even though he thought he was resigning as a Director on January 6th to force a Director replacement IRV election to take place that same day per Article 5, Section 8 of the bylaws in order to get Susan da Silva on the PNB, he is now saying that that “resignation” is moot. There’s also been some chatter that he and the KPFA LSB bankruptcy caucus now considers him to have technically not withdrawn from the STV election as a Director-elect and thus he is back in as one of the three KPFA Listener Directors-elect along with Carole Travis and Chris Corey. This new tactic is damage control and yet another scheme to get Susan da Silva on the PNB as had originally been orchestrated on January 6th. It is apparent that Mr. Campisi has no intention of remaining on the PNB and the plan is that once seated on January 25th he will resign shortly or immediately afterwards forcing another Director replacement IRV election. It is my contention his “resigning” on January 6th was tantamount to his withdrawing from the STV election and that 4th place candidate Tom Voorhees is the third 2018 Listener Director from KPFA, no matter how many votes he got.

And if you recall, Bill Campisi had been elected to the PNB in January 2017, served for a couple of months, and then submitted his resignation from both the PNB and LSB to the PNB Secretary. This was followed by a period when his resignations were in flux because the KPFA LSB was trying to convince him not to resign. He ended up deciding just to resign from the PNB because he thought it was too dysfunctional and also not good for his health but he chose to un-resign from the LSB which accepted him back. On January 6th during the executive session scheming to play the system he offered to be the one to resign instead of Christina Huggins so that Susan da Silva could be elected to the PNB in an Director replacement IRV election. I had thought he would not do this until the 2018 PNB was seated on January 25th and was surprised that he “resigned” in 6 seconds (see below). So now we see this resigning/un-resigning behavior again and one has to wonder how Mr. Campisi can be taken seriously when it comes to serving on the PNB again. In addition, you may not remember that Mr. Campisi, an attorney, drafted a proposal that was approved by the KPFA LSB on November 19, 2016 which advocated for the KPFA LSB to file a lawsuit in state court to dissolve the Pacifica Foundation as a way to pressurize Pacifica into dividing up the network so that KPFA could become independent (see attached). Note that the vote on this proposal was almost unanimous and I voted “Present” because I had considered the proposal out of order for an LSB to even consider since it went beyond an LSB’s Specific Powers and Duties as spelled out in the bylaws, Article 7, Section 3. And one has to also wonder how someone can reconcile championing the dissolution of the Foundation on which he is serving as a Board Director with a Director’s duty of loyalty to that very same Foundation as the Deputy Attorney General described when she addressed the PNB on December 14th last year (see the verbatim transcription also below). Sad to say but this kind of brings to mind shades of the numerous Trump appointees as Secretaries of Departments they want to dismantle.

~ Janet

Some more meeting details

@2:54:15, the Chair calls for an STV vote on the 2018 Listener Director seats.

@3:02:59-3:03:27, the LSB Secretary announces the STV results of the 2018 Listener Director election. as Bill Campisi, Carole Travis, and Chris Corey. BTW, I was one of the small number of LSB members in the minority. I have been against filing for bankruptcy all along and did not rank any of the pro-bankruptcy Listener Director candidates.

@3:03:33-3:03:41, 6 seconds later, the Chair announces that Bill Campisi has raised his hand apparently with the intention of “resigning”.

@3:03:42-3:03:46, 1 second later, after the Chair recognizes him Bill Campisi starts laughing and then says, “I am resigning from the PNB” (having made his decision when he raised his hand and waited to be recognized)

@3:03:47, 1 second later, the Chair calls for “nominations for the opening” (based on Article 5, Section 8 of the bylaws regarding Filling Vacancies on the Board, done without recognizing that Bill Campisi is not yet a Director because the 2017 PNB is still in place and he has not yet been seated on the 2018 PNB, so he cannot resign the seat)

@3:03:53, 6 seconds later, Sabrina Jacobs nominates Susan da Silva and the Chair nominates Tom Voorhees.

@3:04:00, 13 seconds later, the Chair requests ballots be returned

@3:04:19-3:05:03, 19 seconds later, the Chair counts the people one by one while they are holding their ballots ending up with 19 ballots (which likely means that there were also 19 ballots in the STV election since voting in that election had started less than 10 minutes earlier and I don’t believe anyone left or arrived in that time interval; it is also unknown if people voted the same way in the IRV election that they did in the STV election)

@3:05:18, 15 seconds later, the Chair announces Susan da Silva as having been elected.

@3:05:23, 5 seconds later, the Chair adjourns the meeting and the ballots and tally sheets were apparently whisked away by someone, perhaps by Aki.

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Deputy Attorney General Julianne Mossler's address to the PNB at the December 14, 2017 Open Session

You’re welcome [to Chair Jonathan Alexander] and good evening everyone. As was said my name is Julianne Mossler. I’m a Deputy Attorney General at the Charitable Trust Section of the California Attorney General’s office. The Charitable Trust Section enforces statutes and regulations that govern charities and nonprofits operating in California. I’ve been asked to speak to you tonight regarding your duties as Directors on Pacifica’s National Board and the potential consequences for failure to adhere to those duties. The information I’m going to give you is broadly applicable to every aspect of your role as Directors. It is critically important in the context of the current crisis. That said, I’m not your attorney, and I’m not going to provide you with legal advice. Pacifica has competent legal counsel who’s being paid to advise and guide Pacifica in its in its legal matters. Any questions you have about what I’m telling you have tonight should be directed to him.

Pacifica Foundation’s Articles of Incorporation state that the purposes for which the corporation was formed include as an outlet to artists to supply educational opportunities, to share information and to foster peace and understanding between individuals and nations. As Directors on the National Board each of you owes a duty of loyalty to Pacifica to help it achieve these stated purposes. It means that your personal interests and/or the interests of your local radio station must take a back seat to Pacifica’s interests when you’re acting in your capacity on the National Board. When your personal interests or those of your local station diverge from Pacifica’s interests, Pacifica’s interests must always take precedence. As a Director on Pacifica’s National Board each of you must act in a manner you sincerely believe to be in Pacifica’s best interests. That means every decision you make must be made for the purpose of advancing Pacifica’s interests even if that means that the interests of your local station or even your personal interests are adversely affected. To do otherwise constitutes an impermissible conflict of interest that can result in your removal from the board, litigation or even Pacifica’s collapse and closure. As Directors on the National Board each of you also owes a duty of care and inquiry towards Pacifica. The duty of care and inquiry requires each of you to be reasonably informed and take whatever steps are necessary to make sure you have relevant information about whatever issue is being addressed at the national level.

All of the decisions you make about Pacifica must be made in good faith. Good faith generally means honesty in light of all the facts available to you including information, opinions, reports or statements, and financial statements and other data, in each case prepared or presented by one or more of the Officers of the Corporation, counsel, independent accountants or other persons as to whom the matters the Director believes to be within such person’s professional experience or competence or a Committee upon which the Director does not serve that is composed entirely or exclusively of any of the combination of Directors or persons described in paragraph one which are Officers or employees of the Corporation and as to matters within the Committee’s designated authority.

You are also required to participate in decision-making, again with Pacifica’s best interest regarding your decision. And you must exercise independent judgement in making those decisions. Obstructing the decision-making process can constitute a violation of your duties of loyalty and good faith. Paralyzing the National Board by bringing it to deadlock in order to serve interests of a local station is a blatant conflict of interest and a violation of your duties as a Director.

If you fail on your duties as a Director or you actively sabotage Pacifica’s efforts to operate its business you can be subject to legal repercussions including but not limited to removal from the Board, an order prohibiting you from serving on any Board of any nonprofit in California or a civil judgement against you personally. If your response to the idea of a personal civil judgement is I don’t have any assets so I don’t care, then you need to ask yourself whether you’re acting in Pacifica’s best interests and demand an honest answer.

Whether you recognize it or not Pacifica is at the ultimate crossroads. Judgement against WBAI for back rent was filed two days ago. When a judgement holder undergoes to collect, it’s called ‘execution’. Given Pacifica’s situation, that term could not be more apt.

As we understand it there are three serious options for avoiding execution. The first being a signal swap of WBAI’s signal from the Empire State Building to a signal lower on the dial, the second option is filing bankruptcy, and the third option is to obtain financing by leveraging the buildings in Berkeley and Los Angeles either through a sale or collateralized loan.

I won’t tell you what to do. Your attorney, your CFO and your Officers have thoroughly examined all the options available to Pacifica. They will answer your questions and provide you with all the information you need to make a decision. But you must make a decision, because refusing to do so is an abdication of the responsibilities you accepted when you took a seat on the National Board and creates a very real risk that Pacifica and its mission will burn to ashes around you.

I ask you to let the 2016 presidential campaign be a cautionary tale. The actions on the Left were unwilling to coalesce when it really mattered. You don’t need me to recite all the consequences of that failure and if the memory of the 2016 campaign doesn’t scare you, nothing will.

Right now you have a chance to re-focus and make a difference before the mid-term elections. But you have to take it. Don’t abandon your responsibilities as Directors on the National Board in favor of personal or local interests. Everybody’s in the same boat; you need to row together. Don’t let your differences distract from the important work ahead of you.

I hope this has helped to clarify your duties as Board members and sharpen the consequences of the failure to fulfill those obligations. Thank you for your time

(Source: Verbatim transcription by Janet Kobren, starting @09:48 into the https://kpftx.org/archives/pnb/pnb171214/pnb171214a.mp3 audio archive of the December 14, 2017 PNB Open Session and ending @16:38)



From: Janet
To:
Sent: Wednesday, January 10, 2018 7:18 PM
Subject: It was 15 seconds, not 5 minutes ... Re: [KPFA LSB Open] Re: [KPFA-watch] How We Elect PNB Members And How We Don't

Hi All ~
(Note that I am not on all the lists in the distribution lists so perhaps one of you who is can forward this)

Although the KPFA LSB (of which I Janet Kobren am a member) is on this distribution list I am writing this from a point of view that includes full names so that others not familiar with the names can follow.

The subject line is a correction of what Tracy originally posted was the amount of time it took for Bill Campisi to “resign” after having become one of three 2018 KPFA Listener Directors-elect at the January 6, 2018 KPFA LSB meeting which was followed by an IVR election per Article 5, Section 8 of the bylaws regarding Filling Vacancies on the Board to get Susan da Silva on the 2018 PNB.

Even the nominations for 2018 PNB were hidden from the LSB which was part of the initial plan. The list of those nominated by December 31st was revealed after I had to pry it out of the LSB Secretary and Chair. The night before the LSB meeting LSB Chair Carole Travis finally supplied Carol Wolfley’s personal nominations list that she had sent on December 27th to Aki and not herself, the LSB Secretary as the bylaws require (Wolfley has a separate LSB Secretary email account). Her nominations list included a line saying, “Susan de Silva if she is added to the KPFA LSB at the January 2018 meeting prior to the election” (see Fwd: eligible for PNB email below). This was the first time the whole LSB got a hint of the plan to replace Yuri Gottesman's Listener Delegate seat with Susan the next day.

As you already know, some influential members of the KPFA LSB had a plan to seat Susan da Silva as the replacement Delegate bypassing the use of the runners-up in the recount results that the LSB to voted down at its November 4, 2017 LSB meeting) and then include her as one of the nominees in the Listener Directors election.

Also note that the maneuver to elect Bill Campisi and then have him resign in order to elect Susan da Silva by an IRV vote was cooked up in executive session, contrary to what Susan and Carole Travis have been reporting that the scheme to run a place holder candidate was done out in the open.

The reason this came up in the first place was because in closed session, all KPFA Director nominees were asked to state their position one by one on bankruptcy. When Susan’s name was called, I objected and reminded them that Susan had not been a “current” Delegate on December 31st as Article 5, Section 3.A. of the bylaws requires and thus was not a valid nominee for the 2018 KPFA Listener Directors election. That disrupted their initial plan and what I will call the bankruptcy caucus all scrambled to concoct a scheme right there on the spot on how to get Susan on the PNB that the rest of the Delegates who were against bankruptcy and/or against such scheming had to suffer through. Note that this part was not reported out and only after a multitude of emails following the meeting was this all made public.

I am always very careful about not violating the confidentiality of closed sessions (and people have criticized me for not sharing information I am bound to keep confidential), but in this case, I thought the part I described above was out of order in a closed session so I shared it.

Although somewhat fuzzy throughout, you can follow the meeting from the audio archive (see https://kpftx.org/archives/pnb/kpfa/180106/kpfa180106a.mp3) which is what I used to draft a blow-by-blow chronology of the maneuvers that were played out.


The meeting

@2:30:15 into the recording, the LSB is recessed to a Delegates Assembly to discuss filling Yuri Gottesman’s Delegate seat during which it was revealed that Gottesman’s resignation had only been known to a few (who I see as the leaders of the bankruptcy caucus) who found a pro-bankruptcy candidate who is eligible to be on the PNB, Susan da Silva. She is a co-founder of the so-called crisis group which has basically co-opted the LSB since 2016 (more on this below).

@2:30:15-2:37:28, a discussion takes place on the controversies about the lack of transparency of Gottesman’s resignation, the notification to the LSB of the vacancy and need to fill Gottesman’s seat, the fact that other candidates in the 2016 Delegate election were not contacted per Article 4, Section 10 of the bylaws, even if they were write-ins, and the decision by the LSB at the November 4, 2017 to not use the recount results thus opting for appointing replacements based on the now exhausted list posted to the election website by the 2016 NES that did not include write-ins.

@2:37:29, nominations for the vacant seat are opened, Susan da Silva is nominated by LSB Secretary Carol Wolfley,. There are no other nominations. LSB member Richard Wolinsky remarks about the backroom approach by those who selected Susan da Silva, her nomination having been thrown at the LSB at the meeting without any announcement to the LSB and membership of the open seat beforehand.

@2:43:23-2:44:16, LSB member Lisa Dettmer appeals to LSB members to build some trust and moves to vote on the appointment

@2:44:21-2:45:43, LSB Chair Carole Travis in an attempt to build trust and “in the spirit of openness” explains the background of her learning about Gottesman’s resignation and admits it “didn’t get highlighted” and they “let that ball drop”. She also says that 2017 KPFA Listener Directors Aki Tanaka, T.M. Scruggs, and Andrea Turner do not want to be on the PNB anymore and that the PNB is an “onerous, horrible job” and how she and others had been trying to find people who were qualified and would be willing to be on the PNB.

@2:47:06, vote is taken to appoint Susan da Silva as a replacement to Gottesman’s Delegate seat.

@2:47:49, Susan da Silva is seated as a Listener Delegate replacement

@2:49:21, the Chair explains that the body will go into executive session as a Delegate Assembly and then adjourn to open session to elect 2018 KPFA Directors

@2:51:13, adjourned to executive session

* Recording was stopped *

@2:51:31, report-out from the executive session, “That the KPFA LSB discussed the financial and legal issues related to the Pacifica network that were required to be happening in executive session and it passed unanimously.”

@2:51:55, the 2018 KPFA Directors election begins.

@2:52:23, the Chair calls for nominations for 2018 KPFA Directors (forgetting that this part of the initial plan to nominate Susan da Silva no longer could be used)

@2:52:40, LSB member Janet Kobren reminds the Chair that nominations cannot be taken now, that the deadline for nominations was December 31st.

@2:52:47, the Chair corrects herself and asks the people who were nominated and are willing to run to identify themselves. The Listener nominees willing are Chris Corey, Tom Voorhees, Bill Campisi, and herself Carole Travis. The Staff has only one nominee willing, Sabrina Jacobs.

@2:54:07, the Chair announces Sabrina Jacobs elected as the 2018 Staff Director(-elect).

@2:54:15, the Chair calls for an STV vote on the 2018 Listener Director seats.

@3:02:59-3:03:27, the LSB Secretary announces the STV results of the 2018 Listener Director election. BTW, I was one of the small number of LSB members in the minority. I have been against filing for bankruptcy all along and did not rank any of the pro-bankruptcy Listener Director candidates.

@3:03:42, 15 seconds later, Bill Campisi “resigns”

@3:03:47, an IVR election is held to replace Bill Campisi based on Article 5, Section 8 of the bylaws regarding Filling Vacancies on the Board, done without recognizing that Bill Campisi is not yet a Director because the 2017 PNB is still in place and he has not yet been seated on the 2018 PNB, so he cannot resign the seat. There are two nominees: Susan da Silva and Tom Voorhees.

@3:05:18, the Chair announces Susan da Silva as having been elected.

@3:05:23, the meeting is adjourned.


Some background

I also feel it is important to edify you that this is just the latest in a series of maneuvers going back at least to early 2016 so you will be able to put what happened in this meeting in context.

Aside from the KPFA Foundation being incorporated on September 24, 2013 to “capture” KPFA’s license in the event that Pacifica failed, the scheming for a push towards the break-up of the network and the dissolution of Pacifica and eventually in the bankruptcy direction actually started at the April 9, 2016 KPFA LSB meeting when a motion made by T.M. Scruggs to hold a closed (aka secret) LSB “retreat” on May 22, 2016, the topic being “The current state of the Pacifica Foundation and how to remedy it” that came out of the so-called crisis group was approved (see http://web.archive.org/web/20161030105613/http://www.pacifica2015pledge.org/) per LSB member Brian Edwards-Tiekert who at the time was also the KPFA Staff Director and Chair of the National Finance Committee. Here’s what he said when arguing in favor. “There’s a cross-factional dialog group here that has been trying to talk ‘big picture’ challenges facing Pacifica structurally and we thought we were getting along well enough that we could propose a retreat for the local station board and kind of widen the circle of the conversation.”

Such a “retreat” did not fall into the Specific Powers and Duties of Local Station Boards as spelled out in Article 7, Section 3 of the bylaws. There were considerable mental acrobatics and verbal contortions that took place to try to legitimize it. CFO Sam Agarwal was invited to the retreat and gave a presentation.

Then the KPFA CAB, that is required by the CPB to limit its work to the station, held a meeting (more like a town hall) on July 16, 2016 on “The State and Future of the Pacifica Radio Network” organized by bankruptcy advocates and LSB members Carol Wolfley and Sharon Adams. They had a number of crisis group members or sympathizers as speakers and this time played a recording of a presentation Agarwal gave during an unauthorized “PNB Working Group” meeting held on June 26, 2016.

The November 19, 2016 LSB meeting involved approving 6 proposals that had been drafted by the KPFA LSB/crisis group. One of them called for the KPFA LSB to file a lawsuit to dissolve Pacifica, another to establish a KPFA LSB 501c3 similar to the KPFA Foundation to “catch the KPFA license should Pacifica be forced into dissolution” and another to assume Pacifica’s debt in exchange for KPFA becoming an independent Pacifica affiliate. One has to wonder where KPFA would find the money to pay off Pacifica’s debt.

And during the December 17, 2016 KPFA LSB meeting a motion was passed that not only arrogantly “repudiated” two PNB motions, one being the recount motion, but censured me for making and voting for that motion, accusing those actions of being in “direct conflict with the best interests of KPFA and the Pacifica Foundation”.

Another follow-up “retreat” was held on January 7, 2017.

And there is now a call for another one before the February 17, 2018 LSB meeting.