Tomorrow, Sunday, the Pacifica National Board meets at 6.30pm EDT with a single purpose, “Set Bylaws Amendments Notice Date”. (It hasn’t been given the necessary seven days’ notice – Article 6, Section 4; page 20 – but what’s new?) However, in the absence of a statement from the head of Pacifica’s administration, Interim Executive Director John Vernile, this PNB meeting puts the cart before the horse. The purpose of the meeting begs a number of questions, which only he is in a position to answer; &, as the principal administrator, to do so is his responsibility on behalf of Pacifica, not least the members. Moreover, to help give legitimacy to the process that’s started, they’re questions IED Vernile needs to answer unequivocally, & citing all the necessary evidence.
The questions concern two matters arising at the very start of this by-laws process: the Foundation Secretary, & petition validation. Does Pacifica have a properly installed Secretary to receive this petition? And has the petition been validated, not least establishing that c. 465 signatories are members in good standing?
This open letter is an attempt to cajole the IED, hitherto reticent, a man of few public words, into doing everyone a favour by making this process as transparent as possible. He may also be able to reassure everyone that the Foundation, in being rushed, isn’t being exposed to litigation.
Subject: Evidence that the Foundation has a properly installed Secretary; evidence of verification of the by-laws petition, not least the signatories
Dear Mr Vernile,
The cart is being put ahead of the horse. What are you going to do about it? The available evidence about the by-laws petition is unambiguous. Yes, you’re the servant of the Pacifica National Board, serving at its pleasure. But you also have the responsibility to protect the Foundation from litigation. Moreover, you have a responsibility not to carry out an ‘illegal’ order, one egregiously violating the by-laws of the organisation. As Pacifica’s principal administrator, the Interim Executive Director, you bear this double responsibility. So what are you going to do?
1) A highly disturbing petition has been published. To the unwary reader it’s promoted as an attempt to improve Pacifica’s governance. But this is disingenuous, given its authors & its content. Instead, the by-laws proposal is their chosen means to set in train decisions that irreversibly break up Pacifica, transform particular stations (WBAI is a prime target), & gut decision-making hitherto exercised by members, staff, & affiliates.
The nine authors of the petition, by their own statements & public associations, are the latest expression of those who work to break up Pacifica, destroying the network. Indeed, two of them have published plans detailing their intent: Peter Franck in September 2018, & Carol Spooner in 2012.
The movers of this petition, just like their words, cannot be trusted.
The proposal’s own title is misleading in saying it’s ‘amending & restating’ by-laws. No, it’s a complete set of new by-laws. What’s proposed isn’t narrow & shallow, but broad & deep: the scope of change is comprehensive. As such, it’s a new constitution, refounding the Foundation, making it a completely different organisation.
The proposal also requires ushering in an abhorrent, anti-Pacifican form of governance: a ‘100-day’ dictatorship, of between 92 & 114 calendar days, exercised solely by six outsiders to Pacifica, all handpicked by the breaker faction: “the At-Large Directors shall constitute the full Board of Directors and shall be authorized to take any and all actions they deem necessary” (proposed Article XV, Section 1; page 16, my emphases).
The movers of this petition can only have nasty surprises, anti-Pacifican surprises, up their sleeve.
This Board – the only one left after abolishing the five local boards – would be detached from the membership, from the staff, from the listeners. It would be able to invoke the much-misused blanket confidentiality provision. As such, it would be immune to scrutiny; be able to avoid meeting even once in public; be accountable to no-one. Ensconced from view, their deliberations would lack Pacifican participation, transparency, accountability.
The rallying cry of the breaker faction is clear: AntiDemocracyNow!
Breaking up Pacifica is dissolving Pacifica: it’s the Acid Bath Strategy.
2) There is a clear division of responsibilities, & so activities, between the Pacifica administration & the PNB. You are the principal administrator of Pacifica Foundation Inc. As such you have responsibilities concerning two matters arising immediately from this petition:
- you must know that the Secretary of the Foundation, properly installed, is the only officeholder who can receive a petition; &
- you’re responsible for verifying that a petition is bona fide, valid: this is not the responsibility of the PNB, nor of the Secretary of the PNB.
a) Concerning the first matter, the relevant by-law is clear: for the petition to be “considered ‘proposed’ [it] must be delivered to the Foundation’s Secretary” (Art. 17, Sec. 1(A); p. 42).
So, some elementary questions, given the complete absence of publicly available evidence:
- who is the Secretary of Pacifica Foundation Inc.?
- when did the PNB last elect the incumbent for their one year in office?
- when did they assume office?
- where is the relevant minute from a PNB meeting?
- surprisingly, none of this info is on Pacifica’s website, so where is the official Foundation notice of all this?
Please send me a copy of all this evidence if, indeed, the Foundation has a current Secretary. In so doing you will be demonstrating that there can be no doubt that a properly constituted Foundation Secretary is in post (Art. 9, Sec. 2; p. 29).
Also, please note the following elementary point: the PNB annually electing its own Secretary is quite different from it annually electing the Foundation Secretary. Words matter, as we know all too well from court proceedings. The PNB Secretary may act as if they’re the Foundation Secretary (such as signing bank forms), but that doesn’t make them the Foundation Secretary (impersonator, comes to mind): only a specific annual election by the PNB can make someone the Foundation Secretary.
I think you’ll agree, this is so obvious it hardly needs stating.
b) After the petition is properly delivered to the Foundation, your second responsibility is supervising Pacifica’s administration as it tries to establish whether the petition is bona fide, genuine. It needs validating in all respects. Not least is gathering the evidence that c. 465 signatories are Pacifica members in good standing, evidence that can be inspected by any Pacifica director, evidence that safeguards the Foundation in any litigation. (465 is 1% of the 46 505 membership, per National Elections Supervisor Penaloza’s latest report that gives absolute numbers, 5Sep2019.) In this, as a first step, you obviously need to be satisfied that the 10 station membership rolls are materially accurate – and you’ll be aware that they weren’t at 29Oct2018, as declared by the then NES, Graeme Drew, orally on 29Oct to ED Maxie Jackson & in writing on 30Oct to the PNB.
c) Please note that proper receipt of the by-laws petition by the Foundation Secretary sets the record date for validating signatories. (This record date isn’t to be confused with the notice date of a proposed by-law amendment, which is established by decision of the PNB.)
Lastly, if this petition process progresses, I trust you will be receiving daily evidence from each station that they’ve made their three announcements, creating a time-stamped & station-stamped audiofile of the 675 announcements (3 x 5 x 45), the number required by by-law Art. 17, Sec. 1(B)(1); pp. 42-3.
3) As head administrator, as a minimum, you need to be in a position to tell any inquirer, not least a director:
- the name of the Foundation Secretary, & when they were elected by the PNB into office for one year;
- when the by-laws petition was received by the Foundation Secretary (setting the record date for the validation process);
- the content of your plan for validating the petition;
- who validated the petition;
- when this started;
- when it finished;
- how many signatories were rejected, & why; &
- which validating materials were used (e.g. station membership rolls), etc.
4) If the PNB do indeed set a notice date for the proposed by-law amendments, & instruct you to act upon it, then, given your responsibilities, you will have first validated the petition before money is spent & before on-air announcements are made. You need to have an evidenced belief that the by-laws proposal is proper, that it’s valid. And that requires, in part, Pacifica’s administration validating a minimum c. 465 signatories as Pacifica members in good standing.
As stated, you need no reminding that part of your job is protecting the Foundation from legal action. Before the PNB meets to determine a notice date for proposed by-laws amendments, you need:
- to ensure that any petition has been received by a properly installed Foundation Secretary, thereby turning the petition into a potential by-laws amendment proposal; &
- if that’s been established, to ensure that such a petition is bona fide, that it’s valid, thereby turning it into an actual by-laws amendment proposal.
Would you please convey your informed judgment on these two matters concerning the mentioned by-laws petition.
5) Given all that has been said, directors should decide on Sunday that the motion to set a notice date for proposed by-law amendments is void, as it puts the cart before the horse.
Directors should then vote (a) to ask the IED to confirm who’s the Foundation Secretary, voted into office by the PNB within the last 12 months; (b) to remind the IED that it’s his responsibility to produce all necessary evidence allowing him to decide the genuineness of the petition; & (c) to require the IED to give a full report, covering all the questions asked above.
6) As all the details asked of you are elementary, & simple, would you please send them before the PNB meets at 6.30pm EDT this Sunday, 29 September. This is a courtesy deserved by all in ‘the Pacifica family’, the members, the staff, the listeners.