The Honorable Judge Sarah J. Heidel
Superior Court of the State of California for the County of Los Angeles
Pacifica National Board
Jan Goodman/New Day Pacifica
We represent members of the Pacifica Foundation and its five radio stations, both listener-sponsor members and staff members, including members of the Pacifica National Board and Local Station Boards.
We were summarily presented with a so-called “settlement agreement” between New Day Pacifica and some designated members of the Pacifica National Board acting on behalf of the Pacifica Foundation, Inc. that imposes new Bylaws on the Foundation. These new Bylaws affect our voting rights, and that violates our existing Bylaws requirement that the national board and local station boards vote on Bylaws changes, and that membership votes are required on Bylaw changes when our voting rights are taken away or other material changes are made in our representation.
The settlement was presented to us on Thursday, April 3rd (three days ago) without any notice, as a fait accompli, or especially without a vote of the two existing classes of membership—even though it additionally and essentially divides our staff into a paid class and a separate third unpaid class, especially disenfranchising the unpaid staff who are a large majority of the total staff and do the vast majority of the programming work. Placing paid and unpaid staff in two separate and unequal constituencies, and reducing their overall representation in governance, as well as preventing them from being elected as officers, are clear material changes and effectively create a new, third class of membership, in blatant contradiction of the founding documents which specify two classes — listener members, and staff members whether paid or unpaid.
We were not represented appropriately, either through the PNB’s participation in the process or by a required new membership referendum on these substantially different Bylaws revisions, and thus we appeal to Your Honor to not sign off on this settlement.
We are concerned that this settlement abrogates the democratic will of our members, who already rejected the proposed Bylaws in a vote, as the court ruled in a summary judgment on the underlying case, in direct contrast to the goals of our Bylaws.
In addition to violating our own by-laws, we are concerned that this also violates California’s administrative procedural laws, especially as discussion and votes on this issue were held in executive session, so that they are not on record, and members have no way of knowing how their station’s representatives voted. What’s more, one of the participants in orchestrating this “settlement” from the Foundation’s side was actually a litigant for the other side and the named member of the opposing side in the proposed ‘New Day Pacifica’ Bylaws revision.
The case on which this mediation was based had been decided in court, with the previous judge saying that the election results defeating the proposed changes were valid, as the necessary majorities of both classes of membership were not achieved.
We members relied on that finding, and were not expecting a mediation that in effect would reverse our 2021 election and referendum. But the same party to the litigation mentioned above belatedly introduced new issues, threatening further and different costly litigation, leading to the mediation. The mediation overturns the previous ruling and the election results, and imposes a new version of the Bylaws similar in key respects to the ones that were defeated by the members and whose rejection by the membership was upheld by the court.
In particular, the mediation results, which were not presented to the full board before it was signed, overturn and diminish the voting rights of the unpaid staff members within the Foundation governance, change the terms of the directors and officers of the Foundation and eliminate many of the duties, powers and voting rights of the Local Station Boards and their members
All of those Bylaw features that are now being changed in the proposed settlement were part of a set of Bylaws carefully designed to create and protect a democratically-governed membership organization. Those Bylaws were not overturned before the settlement, so they should be followed, and as such membership approval is required before any such changes can be made.
Please see attached the declaration submitted by former Pacifica counsel Arthur Z. Schwartz.
Thank you for your attention to this matter,
Cordially,
Ruth Benn, listener member, WBAI
James Bryan. listener member, WBAI
Donna Carter, PNB member, KPFA
Mitchell Cohen, listener, fmr LSB chair WBAI
Betty Davis, staff member WBAI
Bella De Soto, listener member KPFK
Joan DeLorenzo, listener member WBAI
Bernie Eisenberg, listener member KPFK
Rose Mary Elizondo, listener member KPFK
Erika Feresten, staff member KPFK
Anthony Fest, staff, LSB member KPFA
Eleanor Foreman listener, LSB member WBAI
Sally Gellert, staff LSB member WBAI
Sheila Hamanaka, listener member WBAI
Laura Levinson, listener member KPFK
Jon J. Markowitz listener member KPFK
Elizabeth Milos listener, LSB member KPFA
Michael Novick, fmr iGM, fmr LSB chair KPFK
Sylvester Rivers staff member KPFK
Cerene Roberts, listener, PNB member WBAI
Mimi Rosenberg, staff member WBAI
Nancy Saibara-Naritomi, listener member KPFT
Therese Sweeney, listener member KPFK
Tom Voorhees, staff, former LSB, PNB KPFA
Kirby Washington, staff member KPFK
Charlie Wilken staff member KPFK
Steve Zeltzer, listener, LSB member KPFA
(list in formation)
The letter was delivered to the court and received by the court clerk prior to the last hearing, and also mailed and/or emailed to the judge and to the parties involved.