We listener and staff members of Pacifica, including members of the Pacifica National Board and the several Local Station Boards, 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. This reverses the results of the membership vote that rejected essentially the same package of Bylaws changes. DON’T OUR VOTES MATTER?

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 without any notice, as a fait accompli, and especially without even proposing, let alone carrying out, a vote of the two existing classes of membership—even though the “settlement” 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.

DIVIDING THE STAFF IN TWO

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. Calling this a “settlement” unintentionally exposes its illegality, like the Israeli “settlements” on occupied Palestinian territory.

     We members — even Board members — were not properly informed or involved in the process of reaching a settlement, nor represented appropriately, either through the PNB’s participation in the process or by what should be a required new membership referendum on these substantially different Bylaws revisions. Instead, we were kept in the dark until the New Day faction in control of the PNB reached an agreement essentially with itself, wearing the hat of litigants for New Day AGAINST Pacifica.

     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 which are to enhance member participation.

     In addition to violating our own Bylaws, we believe that this also violates California’s administrative procedural laws, especially as any discussion and votes on this 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 — the listener sponsors and the (paid and unpaid) staff — 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 results. 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 being 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.

BAIT AND SWITCH

Another example of the mendacious and deceptive nature of these new Bylaws and the process by they are attempting to impose them, is that the new Bylaws claim to continue the “single transferable vote” choice voting system that guaranteed a kind of proportional representation and minority voices in governance. However, they have converted every seat on the new National Board that members get a chance to vote on into a single office-holder position, so that the same simple majority can name every single seat. Even where there are multiple seats to be voted on by the Board members to elect additional members, each voter has as many votes as there are seats, so that again, the same simple majority can name all the winners.

Also as mentioned above, while the new Bylaws claim there are two classes of members, listeners and staff, this is immediately followed not by two definitions, but by THREE – a) listener members; b) paid staff members; and c) volunteer staff members. This change is disguised or hidden in the revised table of contents to the Bylaws, WHICH DOES NOT LIST THE TWO SEPARATE CATEGORIES OF STAFF MEMBERS, BUT ONLY LISTS A) LISTENER MEMBERS AND B) STAFF MEMBERS — that is, the “table of contents” does not describe the actual contents of the document it introduces. It shows a different title for B, and does not list C — the “volunteer staff members” — at all. This is not just sloppy editing — it is intentional deception, to hide the reality that the far larger UNPAID staff, who have always been the lifeblood of a non-profit non-commercial operation, and who produce and provide the overwhelming majority of the content Pacifica broadcasts, are being intentionally short-changed in these new Bylaws.

     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, that recognized the equality and importance of all the volunteers who sustain it.  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, but New Day and their PNB members are trying to make an end run around this by claiming it is a settlement of litigation over the prior vote and that no further vote is needed.

You can find the existing Bylaws (which have ALREADY BEEN REMOVED from Pacifica.org) and a line by line comparison of the changes here on our website: https://pacificafightback.org/pacificas-bylaws-changed-your-vote-discarded/ — scroll down below the text of this same analysis, which is repeated on that page.