Break-Up Bylaws

Why We Call Them The Break Up Bylaws: From Pacifica In Exile

Berkeley – The election to remove the 2002 reforms to to the Pacifica Foundation Bylaws and return the foundation to the pre-1999 governance model has been underway since February 18th and will run to March 18th. It is safe to say that many Pacifica members are confused about how to vote. Part of the reason they are confused is that the people they are being asked to install as a permanently self-selecting board majority are silent. The 5 or 6 potential directors remaining (3 or 4 have already withdrawn their names), have refused to utter a public word about how they intend to proceed, what actions they would be considering, and what their beliefs are about how the organization should move forward.

However, there is considerable evidence for what the majority of the members of the Pacifica Restructuring Project would do. This is the small, largely Berkeley-based, group that wrote these replacement bylaws and hand-picked the silent candidates for new directors. They told us what they wanted to do, years ago.

On November 9, 2016, a little over three years ago, a group of many of the same people using the name “The Crisis Group” (the group is fond of disaster epithets), brought plans for six options for Pacifica’s future to the KPFA Local Station Board. When we say “many of the same people”, we are not kidding around. 50% of the Pacifica Restructuring Group of 8 were Crisis Groupers and 2/3 of the Berkeleyans in the group that wrote these anti-democratic replacement bylaws. .

All six “plans” were for the breakup of the Pacifica Foundation. They had not a single plan for the Foundation to remain intact. Here they are. (*Note. These plans were only handed out on hardcover copies to the public in 2016, and on dark colored paper, at that. So scanning them is a major project and one we will do, but could not do prior to the publishing of this newsletter. The audio of the meeting where they were discussed is available on

Plan 1 – Pacifica Stabilization and Common Ground. This plan calls for swapping the WBAI signal, turning smaller stations like WPFW and KPFT into repeater stations, and engaging in an expensive board mediation process.

Plan 2 – Signal Swap and Board Restructuring. This plan calls for swapping the WBAI signal and creating “strong central management” with a much smaller and weaker Board of Directors that would not actively oversee management.

Plan 3 – KPFA Assumes Debt. This plan calls for KPFA to secede from the Pacifica Foundation and agree to assume the Pacifica’s Foundation’s debts in exchange for receiving a transfer of the KPFA license and Berkeley real estate parcels and ownership of the Pacifica Foundation Archives by KPFA’s LSB.

Plan 4 – KPFA LSB To Set Up New 501C3. This plan calls for the KPFA Local Station Board to set up its own 501c3 organization to “catch the assets”.

Plan 5 – KPFA LSB to File a Lawsuit to Dissolve the Pacifica Foundation. This plan calls for the KPFA Local Station Board, acting on behalf of the KPFA membership, to file a petition in Alameda Superior Court asking for the court to dissolve the Pacifica Foundation.

Plan 6 – KPFA LSB to Petition the California Attorney General To Appoint a Receiver. This plan would have the KPFA Local Station Board petition the California Attorney General to take over the Pacifica Foundation and appoint a receiver to control it.

That’s it, folks. These are all 6 options for a path forward for Pacifica Radio. These are the plans of the people who have hand-selected new board members for you. That is what you are not being told in this election process.

One interesting thing that you are being told is that the KPFA local station board, after voting NO on these replacement bylaws on January 11 has now magically changed its mind. The KPFA local station board has not met since January 11th, is not scheduled to meet until March, and can take no actions as a board without meeting. What you have is 8 members of that board saying their January 11 vote, as your elected representatives in a noticed public meeting, “doesn’t matter”. We thought you might want to hear some of what they did say when they were representing your interests.

If you are confused by the sudden change of heart among the UIR faction, it looks to be bare knuckle politics. The email account being used by the Pacifica Restructuring Project was the same Constant Contact email account used to send the promotional “party” emails for the entire UIR slate in the last KPFA board election.

The LA Progressive printed this article earlier this week with the simple theme of “you don’t fix the roof by burning the house down”. In case we forget, it quotes a February 24, 1999 letter from a trio of progressive luminaries; Howard Zinn, Noam Chomsky and Ed Herman.

 Apparent trends toward increased centralization of power and decision-making are bringing Pacifica closer to a corporate model. We urge the board to make a firm commitment to democratic forms of governance and participation.

The Pacifica community made that firm commitment, after many years of struggle. Now, like the former members of several NPR stations like San Francisco’s KQED, we are being asked to voluntarily surrender it. 

Interestingly, at the time, KQED’s management had this to say:

A couple of years ago, the station was pursuing a deal to purchase another public media outlet, he said. If the station was forced to put all such business decisions to a vote in the current media atmosphere, “nobody would do that deal with you.”

Media activists said: (way back in 2006)

Jeff Perlstein, executive director of the watchdog group Media Alliance said, “it’s pretty shocking that in the Bay Area that our public television station is using this merger as a Trojan horse to disenfranchise its members.

“It strips what little meaning that ‘public’ has in ‘public broadcasting,” Perlstein said. “Especially in this era when there’s so much polarization in the media and so much bias, it’s important to have some measure of accountability.”

Finally we wanted to share with you this little ditty from long-time Pacifica tech and former KPFT GM Otis Maclay. Maclay was very familiar with that last self-appointed board thing – and he isn’t looking for a repeat. 

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Tracy Rosenberg, who moderates the Pacifica In Exile blog, also posted this email responding to an absurd complaint from a KPFA supporter of the Bylaws change portraying KPFA as the victim of attacks by the rest of Pacifica, a very peculiar form of gaslighting in reverse, because it is the pro-revision forces at KPFA who have repeatedly proposed a fratricidal break up of Pacifica.

  • On Mar 1, 2020Sunday, at 12:55 AM, Carol G Wolfley <> wrote:
    First they took one of our buildings
  • We’re referring to the building that was kept vacant for two decades after the last paying tenants decamped, deteriorated into a rodent-infested mess used as a a million dollar storage closest, and had a property tax default of seven years? I remember Carol’s frustration when she followed in Max Blanchet’s footsteps and attempted, way too late, to do something sensible with the property.  Max had already tried, years ago, and could never get over the absolute neglect and carelessness. Had it not been sold last year, 1921-1925 MLK would also be up for auction this year for unpaid property taxes.
  • Then they used our station as collateral on their loan
  • 33% of your studio building, not your station. The station license is “the station”. The building is ….a building. There was a station before the building. For decades. It is a good idea not to let the us and them show quite so obviously. Believe it or not, other station-owned properties were also mortgaged at the 1/3 rate, not just KPFA, and a mortgage is better than a sale via bankruptcy court which was a distinct possibility. 
  • Then they wanted  us to tone down political programming, sell beauty and vitamin products and reduce staff. 
  • Those are three different things. KPFA management toned down its own political programming. It has done that very efficiently the last couple of years and the LSB majority has been all for it. The political programming at WBAI is generally more radical than that at KPFA,  a lot of which has that classic California fuzziness. I don’t recall anyone wanting KPFA to sell beauty and vitamin products. It’s okay with me, and pretty much everyone else, if you want to sell Grateful Dead mixes, herbs, water filters and emergency radios instead. As for reducing staff, that’s a budgetary function. In 2017, listener support was 2.8 million, payroll was 1.9 million, a ratio of 67%. In 2018, listener support was 2.5 million and payroll was $2.1 million, a ratio of 84%. In 2019, listener support was $2.06 million, and payroll was  $2.13 million, a ratio of 103%. Any idiot can do the math. When the payroll is more than the total listener support, there is a problem. The payroll is being paid with the dead people gifts. That is why the loan is not being repaid with the windfall income.
  • Then they refused to turn in the paperwork so we could pay our property taxes and accused us of being negligent
  • I just read a response by Sharon Adams that the paperwork to update the name change could not be filed because KPFA management could not sign it because they are not fiduciaries of the Pacifica Foundation and apparently, they could not locate a fiduciary of the foundation for seven years straight to sign a form. But I have in my possession, per Janet Kobren’s director inspection, an estate gift receipt signed by Quincy McCoy as a fiduciary of the Pacifica Foundation. I’m enclosing a copy again. This was used for KPFA to receive and then deposit a $400,000 bequest check made out to the Pacifica Foundation and deposit it into KPFA’s bank account. The deposit slip has DBA KPFA written in in ink. I’m enclosing that again as well.  [Note: We are redacting the actual check at the request of the donor]
    So come again? KPFA management can sign as a Pacifica Foundation fiduciary on estate distributions, but not on government forms? One cannot have it both ways.
  • Then they wanted all our bequests
  • Actually there is only evidence of that working in the other direction. See above. 
    I understand why KPFA is protective of the bequests since they are relying on them to pay the payroll. But it endangers the entire foundation when windfall income cannot be used to pay down obligations and it corrupts the budgeting process when budgets are submitted that don’t acknowledge that the payroll is being met with bequest gifts, not with listener support revenue.  Then they wanted access to our bank accounts Nonprofit boards of directors always have access to the bank accounts opened with the employer identification number of the nonprofit. It is called owning the bank account.  
  • And now they want to take over our election programming. 
  • What I think was asked was to contribute to the election programming of the network. Which was refused. Which is unfortunate since Super Tuesday is a national event and it is not restricted to Northern California. I know the “Berkeley bubble” is a joke, but here it is in its full flowering. The most interesting things tomorrow will not happen in California.  
  • No wonder some of us want to change the bylaws. 
  • And this is the mega-weird part because the replacement bylaws call for more centralization, not less. They are, in fact, the death of local control, as Wolfley is arguing for it. Just like the last time there was a self-appointed board and the local boards were nothing but CABs. One has to wonder if the proponents actually read their own proposal as they mis-characterize it constantly. This comment is about as silly as Heidi Boghosian putting herself forward as a board member on a board that prohibited staff and not realizing she would have to stop hosting a show.
Quincy McCoy, KPFA GM, signed as a fiduciary
An illustration of how lack of transparency by management leads to lack of accountability
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