‘A New Structure for Pacifica. Executive Summary’ – the complete set of new by-laws

Pacifica Restructuring Project, document 3 of 7

[On Tu24Sep (apologies for the delay) will be posted an analysis of this latest attempt to break-up Pacifica, & it will examine, in context, these seven docs. The post will synthesise & develop the comments already made.]

Their summary of the breaker faction’s proposed complete set of new by-laws.

Source: https://docs.google.com/document/d/11EGYeojCxDieismHFAoJAxH78uU7omdaW1UhmN9VGFM/edit (2 pages)




The proposed new by-laws are divided into two parts:

  1. The New Governance Structure of Pacifica (after a short Transition Period);
  2. The Transition Board and Elections.

1.    New Permanent Governance Structure of Pacifica:

The Pacifica Board of Directors will be composed of 11 Directors – 6 At-Large Directors, and 5 Station-Representative Directors. This reduces the size of the Board from 22 Directors to 11. Directors’ terms will be three years with a two-term limit. Terms will be staggered so that no more than 1/3rd of the board terms will expire in the same year. Listener-Sponsor Members, but not Staff Members, will be eligible to serve on the Board.  The Executive Director may attend all Board meetings unless the Board decides to exclude them from a confidential executive session meeting.

Six At-Large Directors will be selected and appointed by the Board, two each year for three-year terms. The Board will fill these seats considering needed skills on the Board and/or accomplishments in fields related to Pacifica’s core Peace and Justice mission.

Five Station Representative Directors will be elected – one from each of the five Pacifica radio stations (KPFA, KPFK, KPFT, WBAI, and WPFW) — by each station’s membership with Staff Members and Listener-Sponsor Members voting together. The vote will be by instant runoff voting and each Member will have one vote. After the initial election at all five stations, elections will be rotated among the stations so that each station will hold an election for its Station Representative Director once every three years. This will reduce the number of elections at each station by half – from 2 elections every three years to 1 election every three years.

The 24-Member Local Station Boards at each of the 5 stations under the current Bylaws will be dissolved and their current members folded into Community Advisory Boards, which will operate under the requirements of the Corporation for Public Broadcasting. https://www.cpb.org/stations/certification/cert3

The annual Listener-Sponsor membership contribution is changed from $25 to $50 or 15 hours’ volunteer service.

2.    The Transition Board and Elections:

Appointment of Transition At-Large Directors: The following six individuals have agreed to serve as Transition At-Large Directors and are appointed by the approval of these new Bylaws:

Heidi Boghosian, Judy Graboyes, Bob King, Barbara Ransby, Walter Riley,

and Norman Stockwell

Their biographies are posted here.

They will be seated, and the previous board will be retired, at the first meeting of the Transition Board which will be held on a date to be determined which shall be during the last two weeks of January 2020. If any of them withdraws or cannot serve for any reason prior to the first meeting, then the following individuals have agreed to serve as alternates, and they will fill any such vacancies in the order chosen by the remaining Transition At-Large Directors:

Terri Burke, Mustafaa Carroll, and Louis Vandenburg

Their biographies are posted here.

The Transition At-Large Directors will draw straws or use some other chance procedure to determine which two of them will have terms ending March 31, 2021, which two will have terms ending March 31, 2022, and which two will have terms ending March 31, 2023, to establish a staggering of terms going forward so that 1/3rd of their terms expire each year.

Election of Transition Station Representative Directors: Five Transition Station Representative Directors will be elected in early 2020 by the members of each of the five Pacifica stations.

Nominations for Transition Station-Representative Directors will open at each station on January 15, 2020 and will close on February 15th. The election will commence on or about March 9th, or as soon thereafter as is practicable, and will close 30 days later. The results will be tallied within ten days after the election closes.

The newly elected Transition Station-Representative Directors’ terms will begin when they are seated at a Board meeting to be held on a date to be determined which shall be during the first ten days in May 2020. The Station Representative Directors will draw straws or use some other chance procedure to determine which two of them will have terms ending March 31, 2021, which two will have terms ending March 31, 2022, and which one will have a term ending March 31, 2023, provided, however, that no one who is currently serving on the 2019 board of directors may draw a term that would extend their total service as a Director beyond six consecutive years, including the time served as a Director under the previous bylaws.


‘Introduction’: sweetness and light, the public face of the breaker faction

Pacifica Restructuring Project, document 2 of 7

[On Tu24Sep (apologies for the delay) will be posted an analysis of this latest attempt to break-up Pacifica, & it will examine, in context, these seven docs. The post will synthesise & develop the comments already made.]

This Pacifica Restructuring Project document is titled Introduction – note that it’s an intro to their professed aim, not to the complete set of new by-laws they want adopted.

The public reason, & the real reason.

Some people can’t be trusted.

Source: https://docs.google.com/document/d/1GSEOr8-pZsk7DBSllxBw0orL89kCwUkkfsk2JLgr968/edit (1 page)



Pacifica Radio, once one of the most important resources for progressives, in these troubled times is in trouble. It has the potential to change the direction of our nation, but it is nowhere near living up to its potential. We, a group of concerned members and activists, are asking for your support for a critical step to correct this right now. 

One of the major difficulties Pacifica faces is an unwieldy and contentious governance system that has crippled its management in addressing serious issues such as the changing media landscape, the changing fundraising paradigm of younger generations, and the necessity for first rate programming to inform, educate and inspire listeners and supporters in this critical time.

Quite frankly, Pacifica stations have not produced local or national boards of directors capable of addressing these issues without such destructive polarization that management cannot make and carry out plans of action without the board countermanding those plans or stifling them or micromanaging them to the point of complete breakdown and inefficacy.

To fix this problem we are proposing changing the Bylaws to change the governance structure.  Under the new structure the Pacifica National Board of Directors would be reduced in number from twenty-two (22) to eleven (11) members.  Five (5) of the Directors would be elected directly by the members at each of the five Pacifica radio stations, and six (6) “At-Large” Directors would be elected by the board itself.  The “At-Large” directors would be chosen for their skills and leadership in areas including alternative media and movement work, financial planning and fundraising work, and their commitment to Pacifica’s peace and justice mission and purpose since its establishment in 1949.

Local Station Boards would be eliminated, but Community Advisory Boards at each station would be emphasized and supported to bring listener concerns and views into station programming decisions.

Today, facing mounting debt (on account of hard decisions not taken years ago, and because of declining listenership), Pacifica will sink below the waves if it does not make a major course correction in its structure and leadership.  We ask for your help in making this happen.

We ask your support for a vision of a Pacifica structure that can rise to the challenge of the times.

This can only be achieved by the membership of the foundation, and that is you! Your support will be transformative (link to website for people to sign up)!

Petition is for dissolving Pacifica, not for new by-laws – Franck faction mobilise hypocritically

Pacifica Restructuring Project, document 1 of 7

[On Tu24Sep (apologies for the delay) will be posted an analysis of this latest attempt to break-up Pacifica, & it will examine, in context, these seven docs. The post will synthesise & develop the comments already made.]

All Local Station Boards dissolved the moment the by-laws vote is certified, so late Dec2019 . . .

All current directors ousted during the last two weeks of Jan2020 . . .

Replaced by six non-Pacificans functioning as a junta, constituting the Pacifica National Board, for between 92 & 114 days, doing as they will . . .

Whilst each station’s membership elects a director, with the new Board first meeting 1-10May2020 . . .

So, the members will always elect a minority of the PNB.

Never again will the members elect the majority of the PNB.

These minor details, for some reason, don’t appear in the FAQs they have issued.

They give themselves one of those anodyne names, as if from a random term generator: Pacifica Restructuring Project. I agree, not as warm as it could be, but disposition is what it is.

The Acid Bath Strategy, to dissolve Pacifica, a network, is being materialised before our very eyes. The Spooner-Franck vision is being spearheaded by three directors: Bill Crosier (KPFT listener-delegate), Donald Goldmacher (KPFA listener-delegate), & Mansoor Sabbagh (KPFK staff-delegate).

The petition is for a membership vote on a complete set of new by-laws. For this it needs 1% of the membership, so c. 465, & they claim they’re almost there (459 as of 5.15pm EDT, today; key question: how long will it take Pacifica to verify that the signatories are members in good standing?). They’ve taken the petition route because even if the proposal isn’t approved by the PNB & by three of the five LSB’s, it still has to go to the membership. Then, depending on the turnout, they need at least 2 277 listeners & 119 staff to approve their by-laws, in winning both contests.

One contest is for listener-members, as what’s proposed adversely affects them more than staff-members, facing the loss of the right to elect three directors per station rather than the staff’s one. The other separate contest is for staff, as they’re adversely affected by the loss of the right itself to become a director (proposed by-laws, Article V, Section 1; page 5). Using 28Aug National Elections Supervisor data (the 5Sep report simply adds another 25 members), with listener quorum 10%, that’s 4 552 out of 45 520; & with staff quorum 25%, that’s 236 out of 943; & winning is half-plus-one for each kind of voter.

This first document of seven is their petition, titled Pacifica Restructuring Project: Petition Calling for New Bylaws to Reform Pacifica Governance.

They speak of improving governance, but the real intent is given away in the petition itself:

“[t]he Pacifica Restructuring Project is the work of three current Pacifica Board members, Bill Crosier, Donald Goldmacher, and Mansoor Sabbagh; four former Pacifica Board members, Sherry Gendelman, Carol Spooner, Akio Tanaka, and Carole Travis; former Chair and current Vice-Chair of the KPFA Local Station Board Susan da Silva; and former President of the Pacifica Foundation Peter Franck.

http://form.jotform.com/42244096312953?utm_source=KPFA&utm_campaign=4dcbc58e71-EMAIL_CAMPAIGN_2019_09_16_08_59&utm_medium=email&utm_term=0_df43e017f7-4dcbc58e71-277121249 (bold added to two names)

Spooner. Franck. Wannabe breakers of Pacifica.

The seven posts: this one, of the petition form (1 page); Introduction (1 p.); Executive Summary (2 pp.); FAQs (1 p.); Comparison of Current and New Bylaws (4 pp.); the proposed by-laws (19 pp.); bios of the proposed six at-large directors (3 pp.) and three alternates (1 p.). The links in these documents are live.

Source: http://form.jotform.com/42244096312953?utm_source=KPFA&utm_campaign=4dcbc58e71-EMAIL_CAMPAIGN_2019_09_16_08_59&utm_medium=email&utm_term=0_df43e017f7-4dcbc58e71-277121249 (1 page)


The petition:

Pacifica Restructuring Project

Petition Calling for New Bylaws to Reform Pacifica Governance

The Pacifica Restructuring Project proposes new Bylaws for the Pacifica Foundation. These are urgently needed to reform how our governance works – both for the survival of Pacifica, and to better fulfill the Pacifica mission.

The current Bylaws date from 2002-2003, with minor amendments since then, but have resulted in governance that struggles to function (five 24-person Local Station Boards and a 22-person Pacifica National Board). Meanwhile, listenership, membership, and donations have declined and debt is strangling the Foundation and our stations.

For more on why new Bylaws are needed and why this is so urgent and important, please read this Introduction

An Executive Summary of the completely new Bylaws being proposed is here: Executive Summary

Answers to Frequently Asked Questions are in the FAQs

For still more information, see this summary Comparison of the Current and New Bylaws.

By providing your name, station, and contact information below, you are signing the following:

We, the undersigned Pacifica members, petition the Pacifica National Board of Directors to hold a membership vote to approve new Bylaws for the Pacifica Foundation. The full text of the proposed Amended and Restated Bylaws is here. Within the proposed Bylaws is a transitional provision appointing as At-Large Directors the six individuals named here.

If more than one person in a household is a Pacifica member, each of you should submit this form separately.

Please donate to your station online today, or in its next fund drive, too. Name * Prefix First Name Last Name Suffix Address *

Street Address
Street Address Line 2
City State / Province
Postal / Zip Code

Phone Number  – Area Code Phone Number I’m a member of * KPFA, Berkeley KPFK, Los Angeles KPFT, Houston WBAI, New York City WPFW, Washington DC Email * example@example.com I am a * Listener member Unpaid staff member Paid staff member You may use my name publicly as an endorser of this effort. Yes No Comments (optional)

Thanks for supporting your local Pacifica station and for supporting this call for restructuring our governance through improved Bylaws, to help us better fulfill the Pacifica mission.

Be sure to click the Submit button below for your information to be saved.

We need at least 1% of Pacifica members to sign this petition. A vote of the members will take place later to determine if the new Bylaws are to be implemented. So please tell your Pacifica friends today about this petition!

The Pacifica Restructuring Project is the work of three current Pacifica Board members, Bill Crosier, Donald Goldmacher, and Mansoor Sabbagh; four former Pacifica Board members, Sherry Gendelman, Carol Spooner, Akio Tanaka, and Carole Travis; former Chair and current Vice-Chair of the KPFA Local Station Board Susan da Silva; and former President of the Pacifica Foundation Peter Franck.

DISCLAIMER: This is not an official Pacifica Foundation website nor an official website of any of the five Pacifica Radio Stations (KPFA Radio, KPFK Radio, KPFT Radio, WBAI Radio, WPFW Radio). Opinions and facts alleged on this site belong to the author(s) of the website only and do NOT reflect the editorial stance or policy of the Pacifica Foundation, or any of the five Pacifica Radio Stations (KPFA Radio, KPFK Radio, KPFT Radio, WBAI Radio, WPFW Radio), or the opinions of its management, Pacifica National Board, station staff or other listener members. This communication has not been paid for by the Pacifica Foundation[.]


The breaker faction make their move. Intro to their seven Sep2019 docs

. . . the Pacifica of their dreams . . .

. . . no flowers in their office, no flowers in their hair . . .

[This synthesises, & develops, the comments made to the seven separate doc posts. It’ll be completed W25Sep (apologies for the delay).

[Obviously, this post will come before the docs, but, as it’s written after the posting of the seven, a copy of this intro will appear with a 25Sep date for a week or so, to alert readers who use the home page or blog roll/feed.]



context (post-Sep2006 financial decline; Cali push for breaking up Pacifica) — summary of the new constitution — will the resistance prevail? (assessment of both sides’ constituencies) — why have the resisters never developed a plan, let alone a persuasive plan? (the need to transition from resistance to leadership; the aspiration, by becoming the majority, to transform Pacifica, restoring health & achieving growth)

[not EH, Office in a Small City, 1953]

First Maxie, now Grace: Grace Aaron deposed as Chair of the Pacifica Board, Th5Sep

Grace Aaron is no more – according to the Foundation’s website: “Chair election”, listed as one of the purposes of the Pacifica National Board meeting this Thursday, at 7.30pm EDT (note, it’s an hour earlier than usual).


It seems she met her demise not on the way to the Forum but at the PNB’s Th5Sep private meeting. In the tradition of the secrecy culture secreting from every pore of the beast known as Pacifica, this non-confidentiality matter wasn’t done in public, allowing members, staff, listeners, to hear the reasons & arguments made, & how directors voted. Oh, no. That would be transparency in action – anathema to the Pacifica way. Instead, her former allies turned against her, knives drawn, stabbing her. In the front, the sides, &, of course, the back. Cowards. All of them.

Greek tragedy this was not. Pacifican tragedy neither. It was simply what passes for daily life amongst The Chosen of Pacifica. Just a lil bit more raw.

A number of hitherto reliable sources tell me the proximate reason for Ms Aaron’s end was her defence of WBAI’s station manager, He-of-the-Augsburger, Berthold Reimers. In this she was supported by Director Alex Steinberg, a WBAI listener-delegate. But a raging gale of retribution is blasting through Pacifica HQ 2.0, the virtual version, powered by CSC, Californian station chauvinism, & all those frightened forces who think that if WBAI is hacked off then their own station’s begging bowl has fewer competitors. So let’s all gang-up on WBAI, 4-on-1.

Hence the Alex Steinberg/James Sagurton report to the W11Sep WBAI LSB, warning that “the goal of these behind the scene machinations is not the revival of WBAI but its dismantling“. It’s just that in Stalinist style, Alex left out the lil detail of Gorgon Grace having her snakes slashed off a few days before. Old habits never die. Stalinists, nuns, indeed, Stalinist nuns, same-same-same. https://pacificaradiowatch.home.blog/2019/09/13/the-goal-of-these-behind-the-scene-machinations-is-not-the-revival-of-wbai-but-its-dismantling-pacifica-directors-sound-the-alarm/

This Thursday there are three PNB meetings, with these stated purposes, etc.:

  • 7.30pm public session: “Set Bylaws Notice Date, ED report, Chair election, NES report[;] Special meeting called by Directors Crosier [KPFT listener-delegate], Sabbagh [KPFK staff-delegate], Goldmacher [KPFA listener]” (my italics & bold), posted by Bill Crosier, 10.54pm EDT (updated 11.41pm), Th12Sep;
  • 8.30pm private session: “Personnel Issues, Legal Issues, Governance Issues[;] Meeting called by Tom Voorhees [KPFA staff], Alex Steinberg [WBAI listener], Grace Aaron [KPFK listener]”, posted by Grace Aaron, 3.13pm, M9Sep; &
  • 10.30pm public session: “Governance, Committee Business[;] Meeting called by Tom Voorhees, Alex Steinberg, Grace Aaron”, posted by Grace Aaron, 3.17pm, M9Sep


So not just electing a new PNB Chair, but setting in motion the revision of the by-laws. The new majority are intent on fundamental change. Hence the Steinberg/Sagurton focus on the Pacifica break-up plans of Peter Franck & others (please see the posts of recent days).

So it needs to be emphasised that Grace’s passing is only part of a much more expansive move from within the PNB: (1) to instigate direct central control over WBAI, removing local management (principally GM Berthold Reimers & perhaps PD Linda Perry), & (2) to revise the by-laws, making it easier to dissolve the Pacifica network. Call it ABS, the Acid Bath Strategy.

Simultaneously, the monthly LSB meetings are being cancelled without explanation: KPFT’s W11Sep (announced at Meeting Archive, 11.38pm EDT, M9Sep), & also not just KPFA’s Sa21Sep (ditto, 1.32pm EDT, Sa14Sep) but the 19Oct too (ditto, 9.18pm EDT, W21Aug). KPFK’s was due to meet yesterday, Su15Sep (audio likely to be posted tomorrow, perhaps Wednesday, at https://kpftx.org/archive.php). Shutting down discussion isn’t part of the progressive playbook – but Pacifica is run by reactionaries, passionate about controlling access to information. Is a coordinated attempt being made to stymie opportunities to ask basic questions, to discuss, to express dissent?

Consistent with it all is the lack of mandatory posting of audiofiles for two recent public sessions of PNB cttees.: the Tu3Sep Strategic Planning Cttee, & the W4Sep Programming Cttee. As expected, no explanation for these violations is given at https://kpftx.org/archive.php. Manners maketh man, but obviously not P-man.

This makes the current Local Station Board elections more important than ever, as the cliché has it. Voting started Th15Aug, ends Tu15Oct, with results certified F1Nov. Will the commencement of ructions drive the 46k electors towards the polls or make them rip up their membership cards in despair? Latest from National Elections Supervisor Renee Penaloza, Th5Sep, with listener quorum 10%: KPFA 3.4%, KPFK 2.5%, KPFT 3.6%, WPFW 3.0%, WBAI 3.3%. Every chance we’ll see stuffing by blank ballots again. (The NES’ link for a later report, apparently dated Su15Sep, is as dead as a Pacifican parrot.) https://elections.pacifica.org/wordpress/ (strapline, “Grassroots Democracy at Pacifica Radio”) & http://elections.pacifica.org/wordpress/wp-content/uploads/2019/09/Pacifica-Election-Report-09-05-19.pdf

Not to be outdone by the PNB, the same evening, the execution process proceeds apace at WBAI. Here the Management Evaluation Cttee sits (or is it smothers?): “[t]his meeting will complete preparations for the Management Evaluation Process”. The joy, the schadenfreude, of the rule of the offices. This, the station-level correlate of the PNB Personnel Cttee, the one chaired by Grace’s fellow Gorgon, Jan Goodman, that delivered Maxie to the slab. https://kpftx.org/pacalendar/cal_show1.php?eventdate=20190919

The bodies are beginning to pile up in PacificaWorld.

On a happier note, contradicting the meetings archive, of course, a more prominent Foundation webpage still lists Ms Aaron as the occupant: https://pacifica.org/pnb_members.php. Touching. As the lady puts it at the end of her own personal correspondence, peace . . .

. . . Pacifica peace . . . doing it all for The Mission . . . Pacifica, where peace is war . . .

Peter Franck, ‘Plan B: a “friendly divorce” to save the stations’, 23Sep2018

Peter Franck, lawyer to the stars, has identified two options for Pacifica: “a consensus structural change (Plan A) or enact the ‘Friendly Divorce’, (Plan B)”. He published the proposals on the 10th anniversary of Pacifica Executive Director Nicole Sawaya’s parting shot, an open letter to the deceased Lew Hill. This is Plan B.

Copied, without alteration, from Mr Franck’s work website: https://culturelaw.com/special-information/plan-b/.

Introduction. Six years ago [5Aug2012], Carol Spooner circulated a letter she called ‘Time for an Amicable Divorce at Pacifica?’ Without speaking for her, I believe she saw then, as a very close observer of the Pacifica scene, that attempting to govern and run the five Pacifica Foundation Radio stations under a single corporate umbrella, Pacifica Foundation, was not working, and indeed could be a threat to the survival of at least some of the stations. Observing recent crises, some of us have now come to the same conclusion. This paper will attempt to outline how such a ‘friendly divorce’ could happen. Its goal is the preservation of all of the Pacifica stations in a manner which will enable them to continue carrying out the Pacifica mission.

There are a number of ways in which the ‘friendly divorce’ plan could be initiated. They include; (a) decision by the Pacifica National Board; (b) legal action under California Corporations’ Code Section 6510; (c) the exercise of certain rights which FJC has under the terms of the $3.7 million Loan Agreement of April 2, 2018; (d) a vote of the Pacifica membership. It is not the purpose of this paper to discuss how such a plan may come to be initiated, but to acknowledge it as a possibility and discuss what it would look like.

Outline of a plan.

1. Legal Separation.

a. Establishment of independent 501(c)3 non-profit corporations based in each of the cities in which current Pacifica stations are located, thus establishing local station entities. In most states, any person or legal entity can establish a new non-profit organization by filing Articles of Incorporation with the respective Secretary of State. For all five stations Pacifica Foundation itself would be the Incorporator. As the Incorporator, Pacifica would establish bylaws 1 for the new non-profits and appoint their initial Board of Directors.

b. Appointment of the current members of the stations’ Local Station Board and transfer of the licenses would be conditioned on the agreement of all current board members to suspend intramural fighting during the transition period. They would start with a simplified initial set of by-laws, with a provision that they could be amended by a simple majority of the board during the first 60 days. A simple set of by-laws, providing for a smaller board, with most of its members elected, and some seats with particular competencies to be filled by appointment.

c. In the event that a Local Station Board does not unanimously commit to suspending a factional fighting during the transition period Pacifica would put out a notice to all relevant non profit organizations in the signal area, inviting them to apply for that communities’ license. Who would be the decider would depend on how the process was initiated (see paragraph 2 of the introduction above).

2. Transfer of licenses. License transfer must be approved by the Federal Communications Commission. Pacifica would file with the FCC an application to transfer the current licenses to the new local entities. Filing a Petition for Consent to Transfer does not open the license to third parties. The only action open to the FCC, if there was any properly filed opposition, would be to either grant the transfer or deny the transfer. If granted, the licensee would become the new local non-profit. If denied Pacifica would remain the licenser. The Application to Transfer the licenses would only happen if the local Board has agreed to suspend intramural disputes (as provided in Section 1 b, above). Under FCC regulations, transfer of licenses is subject to the timely filing, by any concerned party of a Petition to Deny. There would have been prior agreement that no such Petition would be filed on or behalf of any present Board Members.

3. Funding. Pacifica will have to engage in a signal swap which could net as much as $15,000,000 (probably reducing the number of people potentially, but not currently listening to one or two of the stations by about 40%). The impact on actual listenership Pacifica will be minimal. Pacifica will use the funds to pay off all current debts and divide the balance (which could be as much as $9,000,000) among the five new non-profit corporations.

4. Reorganization and Revitalizing the New Stations. From the funds left after paying the debt Pacifica would make each newly independent station a a restricted ‘Reorganization and Development grant’ (R&D grant) so they can reorganize and modernize; the terms of the R&D grant will be to conduct a reorganization of programming and operations along the lines outlined in attachment A [it’s missing].

5. The Pacifica Archives will be placed with the University of Santa Barbara or such other entity as has a proven capability of completing the technical preservation work and a commitment to making the contents freely available;

6. The Pacifica Program Service. as the one cash positive entity of Pacifica will continue to operate much as it does at present, under the guidance of a reduced and streamlined Pacifica Board.

Peter Franck, ‘Plan A’, a consensus structural change, 23Sep2018

Peter Franck, lawyer to the stars, has identified two options for Pacifica: “a consensus structural change (Plan A) or enact the ‘Friendly Divorce’, (Plan B)”. He published the proposals on the 10th anniversary of Pacifica Executive Director Nicole Sawaya’s parting shot, an open letter to the deceased Lew Hill. This is Plan A.

Copied, without alteration, from Mr Franck’s work website: https://culturelaw.com/special-information/plan-a/.



Pacifica will have to drastically revise its structure and by-laws in order to survive as a single organization: It will be necessary to develop a strong consensus around the Pacifica system around a plan. If there is substantial consensus on a new structure there are several routes to a By-Law replacement which are briefly discussed below. A simplified, more centralized plan with community input on programming could look like this:

1. We would roll the local Boards into the Community Advisory Boards (CABs, which are required by the Public Broadcasting Act);

2. Pacifica national board should be no more than eleven (11) people, nine (9) of whom would be elected by vote of the entire membership. They would serve no more than two three year terms before rotating off. In addition, there would be three (3) at large seats to be filled by the elected board to round out its skill set;

3. The board would appoint an Executive Director under an employment agreement whereby the board sets forth clear priorities and objectives, the employment of the Executive Director to be reviewed by the board annually measuring performance against stated objectives and goals.

4. Under the Executive Director’s contract, the board would not directly intervene in decisions, appointments, etc., made by the Executive Director or his staff except through a careful and stepped grievance/appeal process.

5. The CABs would appoint for each station, a Program Council. The Executive Director would be responsible for implementing recommendations of the Program council, so long as they are made by a 2/3 vote.

6. Under her/his contract, the Executive Director, would appoint station managers, but would also have direct personnel responsibility with respect to hiring, firing and disciplining of station staff, paid or unpaid.

** There could be several routes to enacting the new plan once there is system wide consensus, include:
A. Vote of the membership;
B. Action by the California Attorney General in Superior Court supported by Listener and Staff as amicus or as co-counsel by concerned listeners;
C. A planned voluntary Court appointed Trusteeship or bankruptcy with a pre-arranged trustee empowered to and agreeing to implement the consensus plan.

Peter Franck, ‘Pacifica at a crossroads’, 23Sep2018

Peter Franck, lawyer to the stars, has identified two options for Pacifica: “a consensus structural change (Plan A) or enact the ‘Friendly Divorce’, (Plan B)”. He published the proposals on the 10th anniversary of Pacifica Executive Director Nicole Sawaya’s parting shot, an open letter to the deceased Lew Hill. This is his preamble, ‘Pacifica at a crossroads’. The plans are posted here separately.

Copied, with the addition of a paragraph-break at the end, from Mr Franck’s work website, https://culturelaw.com/special-information/pacifica-at-a-crossroads/.


“Without conflict, quite simply, there would be no learning, growth, or change…. The more desperately a given change is required, the greater the risk that it will threaten the balance of power within a system, making both its continued existence and precise resolution uncertain. This uncertainty can provoke fears that change will become chaotic or necessitate higher levels of skill than may currently be available to successfully resolve the underlying problem, thereby promoting increased resistance, defensiveness, and calculated impasse.

“Thus, breakdowns inevitably precede breakthroughs, and chronic conflict is the first sign that fundamental shifts are taking place within a person, relationship, organization, or system.”

Ken Cloke, The Crossroads of Conflict, 2006

Pacifica is clearly at a major crossroads. In two and a half years, it will have to come up with almost $ 4 Million dollars ($3,986,000 to be precise) [no: the loan agreement states $3.7m, & it’s now reduced to $3.265m], to pay off its loan from FJC. All of Pacifica’s physical assets – its buildings and all the property inside of them are mortgaged as security for this payment (the licenses themselves, under FCC rules cannot be security for loans, but the proceeds of a forced sale of the licenses can be). The paralysis of the present system to deal with Pacifica’s problems in a world very different from that of its 1947 founders was eloquently expressed by the late Nicole Sawaya, in her letter of resignation exactly ten years ago [no: it’s her letter to the deceased Lew Hill], it could have been written yesterday. A copy is posted here [no longer there – but it’s available on this blog], but in part she says:

“Sadly, it [Pacifica – original interjection] is no longer focused on service to the listeners but absorbed with itself and the inhabitants therein. I call it Planet Pacifica, a term I coined during my hiring process. There is an underlying culture of grievance coupled with entitlement, and its governance structure is dysfunctional. The by-laws of the organization have opened it up to tremendous abuse, creating the opportunity for cronyism, factionalism, and faux democracy, with the result of challenging all yet helping nothing. Pacifica has been made so flat, that it is concave – no leadership is possible without an enormous struggle through the inertia that committees and collectives and STV’s … single transferable votes can engender.”

Nothing has changed in ten years except that Pacifica has blown more than $13,000,000 dollars. Imagine what we could do today to advance the founders’ dream, if we had that money, and were not going into deeper debt every day!

There seems to be some magical thinking going around that this loan really doesn’t have to be paid, that the lender (according to Pacifica’s former lawyer) “has never foreclosed,” etc. While there is always some possibility of some extension of time that comes at considerable extra cost in terms of interest payments at the rate of 7.5% (and as the loan and unpaid interest grows, so does the size of the actual quarterly interest payment).

Fundamentally, Pacifica has been living on borrowed time and kicking the can down the road time and again with short term solutions. According to Pacifica’s independent auditor’s reports, Pacifica’s expenses exceeded its income by an average of $1,632,588 per year for the eight (8) years from 9/30/08 through 9/30/16, for total losses over that period of $13,060,703. That can’t continue, and is a sign of a dying organization.

While people talk about factions and look to blame one personality or another, the fundamental truth is that Pacifica, at present, has no way of making the hard decisions forced on it by a drastically changed media environment. We should be looking at these changes even more so as required by the times. Regardless of how the recent election may have turned out, there has been a poisoning of the atmosphere internationally which is going to be difficult to reverse. The five Pacifica stations, the Pacifica program service and the 200 affiliates could be an important instrument in that reversal. Most of the stations are really hardly scratching the surface of that task today.

Pacifica has a choice of having its gradual dissolution forced upon it by lenders and creditors, or making some tough decisions itself. [paragraph-break added]

In this writer’s view, in order to save either the network or, if that is not possible save all of the five stations, Pacifica will have to take drastic action. This writer feels that we have to either adopt a consensus structural change (Plan A) or enact the “Friendly Divorce,” (Plan B). Both are discussed in separate papers attached.

Carol Spooner, ‘Time for an amicable divorce at Pacifica?’, open letter to PNB, 5Aug2012

This plan to break-up the Pacifica network was cited in the directors’ report given by Shawn Rhodes, James Sagurton, & Alex Steinberg to the W11Sep2019 WBAI Local Station Board. Both links appearing in the text are dead; couldn’t find them with a cursory search. The open letter is copied, without alteration, from Ms Spooner’s website, https://myemail.constantcontact.com/Time-for-an-Amicable-Divorce-at-Pacifica-.html?soid=1105302426303&aid=X12MM2fkcXk.


An Open Letter to the Pacifica National Board

If the past two decades have demonstrated anything about Pacifica it is that — No, we cannot all get along.
[Warning: The following proposal would take a year or two to complete. Even if approved in principle right away, it would still be necessary to cut expenses across the network now so that payrolls can be met and creditors can be paid for the next 12-24 months. Without that, the whole thing could end up in the hands of a bankruptcy trustee and this opportunity to solve our own problems responsibly would be lost]. [all original bold]

These have been my private thoughts for a few years. I’ve held back publishing them, hoping against hope that there was some path to saving the Pacifica network as a network bringing progressive programming not just to the 5 Pacifica stations, but to over 100 affiliated community stations across the country. I have given my wholehearted support to those who have tried. But I no longer believe it is possible.   

The strife and conflict at Pacifica have been going on longer than twenty years — probably since the beginning — but the stark reality came sharply into focus with the Pat Scott years, the Mary Frances Berry years, and the past 11 years since the democratization experiment began.

Each of the five Pacifica radio stations has a different history, a different audience, and a different philosophy and interpretation of the Pacifica mission. Attempting to hold it all together without basic agreements on core principles is doomed to failure, and has brought Pacifica and the five stations to the brink of bankruptcy.
These five radio stations do not want to be a network. 
There is a solution: Break it up.   
My proposal is that each of the five Pacifica radio stations — with the approval of the members from each station — should form a local non-profit corporation and that the Pacifica Foundation should transfer the broadcast licenses to those five separate local non-profits. Each station would be free to structure its governance and bylaws as it saw fit — so long as the local members approved, and so long as they were in conformity with applicable state laws and FCC requirements for holders of non-commercial broadcast licenses. Each of the five stations would be completely independent from the other four stations and from the Pacifica Foundation.

Each of the five Pacifica stations has its own internal divisions and problems to resolve. Breaking the network up would not solve those problems but would limit the impact of those problems to the local station, its listeners, members, staff and management. It would allow each station to work its problems out locally (or not) without injecting them into a toxic brew that impacts the ability of the other stations and the network to function and survive.   

The Pacifica Foundation would go forward as a granting institution — providing grants to aid in the production of programming that fulfills its core mission:

• In radio broadcasting, to engage in any activity that shall contribute to a lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and through any and all means compatible with the purposes of this Foundation to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.

• In radio broadcasting, to promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community. Pacifica would continue as a distribution hub for such programming on the web, through podcasting, and to radio stations across the country — as well as maintaining and preserving the priceless Pacifica Radio Archives.

Pacifica would revise its bylaws so that it is completely independent from the five stations. Its board of directors would no longer be made up of representatives from the five stations. The divorce should be amicable, but complete. There should be no employees of the five stations or any members of their boards of directors serving on the Pacifica Foundation board of directors going forward. Pacifica should have a small board of 5-9 directors made up of progressive media leaders, philanthropists and fundraising experts, and other professionals to insure that it is properly run for long term financial stability and fulfillment of its mission.

How? Find a signal swap for WBAI. 
Sometime around 2006-2007 there was an offer for a signal swap for WBAI that included $150 million in cash, and a radio frequency with similar reach but down the dial in the non-commercial band. (See Danny Schechter ‘Offer Was Received for New York’s WBAI‘.)   

The Pacifica board voted it down back then — in part because they feared a ‘feeding frenzy’ over the money. The value of radio frequencies has probably dropped somewhat since then. But WBAI is in the middle of the commercial band in the middle of Manhattan with a valuable antenna lease on the Empire State Building.   

WBAI was given to the Pacifica Foundation by philanthropist Louis Schweitzer in 1960 to further the mission of Pacifica. Thus, sufficient proceeds from a signal swap should be used to permit the Pacifica Foundation to continue to carry out its core mission, but to do so without holding the broadcast licenses to any radio stations.     

In addition, the distribution of proceeds from a signal swap should recognize the 52 years that WBAI’s listeners and staff have donated and worked and volunteered to support that station and its mission in the New York area. WBAI has recently fallen on hard times for many reasons not pertinent to this proposal. But its listener base cannot support the expensive tower lease at the Empire State Building any longer — and the lease has an escalator clause in it so the price will continue to go up. The solution is a signal swap to some more affordable broadcast tower.   

I don’t know what a WBAI signal swap would bring these days, but for the sake of round numbers I’m using $100 million to illustrate an equitable distribution of the proceeds.      

My proposal is to distribute half the proceeds to the Pacifica Foundation and 10% to WBAI off the top, with the remaining 40% distributed to the five stations based on the size of their relative average gross annual income as reported by the auditors over the past 4 years, with adjustments for the interdivision accounts receivable and payable per the 2011 auditor’s report. (This process would probably take a year to complete, so the numbers would change slightly as the 2012-2013 figures come in. But see the attached spreadsheet for the calculations.)   

This would result in the following distributions:

$52,583,080 – Pacifica Foundation
$12,332,557 – KPFA
$10,690,694 – KPFK
$  3,302,266 – KPFT
$16,886,090 – WBAI
$  4,205,314 – WPFW 

This would give KPFA, KPFK, KPFT & WPFW each roughly 2-1/2 to 3 years’ gross income which they could use as endowment funds, while WBAI would have an extra boost to help them deal with the disruption, difficulties and logistics of moving their signal. If the stations fail to handle the money wisely, the damage they can do would be limited, as it would not impact the other stations or Pacifica Foundation.

Pacifica Foundation would have a sufficient endowment fund so that, with careful stewardship, it could preserve the historic Pacifica Archives as well as help to provide much needed grants to independent producers for the production of alternative progressive media in this country.

Many of us have devoted many years to Pacifica and its radio stations, and we care deeply about them even though we may disagree about how they should be programmed, operated, managed and governed. It is time to for all of us to stop this destructive conflict and to find a way to move on in the best interests of fulfilling the mission of Pacifica and our respective stations.   

Respectfully submitted,   

Carol Spooner
Former Pacifica Foundation Board Member (January 2002- January 2005)

Nicole Sawaya, ‘Letter to Lew Hill’, 23Sep2008

This is copied, without alteration, from the website of WBAI Treasurer R Paul Martin: http://www.glib.com/sawaya_farewell.html. It starts with the preface Ms Sawaya wanted any re-publication to start with. (Peter Franck chose not to do this when he published her letter on his legal practice’s website; maybe that’s why it only carries a few lines, with no ‘read more’ hypertext, unlike his other pieces. https://culturelaw.com/special-information/.)


September 24, 2008

To: Pacifica National Board, Local Station Boards, All management and
staff, Affiliate stations, collaborators, and stakeholders in Pacifica
Fr: Nicole Sawaya, executive director/CEO

On August 3rd I gave notice to the Pacifica Board that I would be leaving. September 30th (end of our fiscal year) will be my last day. Concurrently, I had written myself out of the FY09 budget, as the Foundation is hard-pressed to support two well-paid executives. You lead from the top.

Lew Hill is the founder of Pacifica, now almost a 60 year old non-profit media organization. If I could have a conversation with anyone to explain my departure, it would be with Lew Hill. So, I decided to write him a letter.

Feel free to read it, and to share with others who care about Pacifica. All I ask is that this preface always accompany the letter as it sets the context.

I thank you for the opportunity to serve!



September 23, 2008

Dear Lew Hill,

Greetings. My name is Nicole Sawaya, and currently, I’m the executive director and chief executive of the radio endeavor you started called Pacifica. It’s changed a lot.

You wouldn’t believe what your ‘killer app’, as some might portray it in 21st century lexicon, has spawned. Now there are 5 stations licensed to Pacifica in densely populated and roiling urban areas – millions of human beings within ear shot, all with easy access to the cheapest and most accessible broadcast mediums on the planet, radio. Yes, the planet. There is an Archive of programming and folios spanning decades – a repository and collection of voices that truly belongs to the people as part of the history of our country and the world. And, there are over a hundred smaller stations scattered through rural and urban settings — cities and towns and ridge tops — affiliated with Pacifica and broadcasting our programming – a network that has been in place for quite awhile.

Beyond that, your notion that the listeners would voluntarily financially support radio, journalism and cultural exchange, created a model for many, many non-commercial educational radio stations to apply. Your vision of public ownership of the airwaves put into practice with the radio license you applied for and grew as the first non-profit community licensee station, gained great traction and has been replicated exponentially.

We don’t exchange The Subscriber radios anymore for pledges, and you wouldn’t recognize how the fundraising marathons have changed – it’s a bit like an on-air shopping experience. But listeners continue to support us voluntarily with their hard earned money, and they’re not necessarily just bound to radios to listen to us.

An aside: When I was (briefly) general manager of your first station, KPFA, there was a Subscriber radio in the office, but it was tucked away and dusty. When I discovered it, soon after taking the job, I was so excited to learn of its history. It completely inspired me as Pacifica was heading to its 50th anniversary. So elegant, so innovative for its time, so smart.

Mr. Hill, what you conceived has had one of the highest impacts in media history. Not just the staunch belief in listener support, but your notions that journalistic enterprises should remain unfettered from any sort of business support in order to maintain credibility; that to help in striving for a more peaceful and just world, radio (or what we now refer to as media) programming should give access to myriad viewpoints and in-depth news, coupled with an exposure to the arts and to cultures and happenings from all over the world; that innovation is vital, have all lived on. You were a pioneer.

Fast forward to today.

Our country is at war. Our government is a death machine abroad and a fear machine at home. Our broadcast media is, in general, mind-numbingly useless, filled with shameless propagandists and completely profit driven. The earth’s climate is changing radically and the gap between rich and poor is larger than the Grand Canyon, with by far the larger group on the poor end. I could go on, but it would take a while.

Your Pacifica is showing signs of stress as well.

Sadly, it is no longer focused on service to the listeners but absorbed with itself and the inhabitants therein. I call it Planet Pacifica, a term I coined during my hiring process. There is an underlying culture of grievance coupled with entitlement, and its governance structure is dysfunctional. The by-laws of the organization have opened it up to tremendous abuse, creating the opportunity for cronyism, factionalism, and faux democracy, with the result of challenging all yet helping nothing. Pacifica has been made so flat, that it is concave – no leadership is possible without an enormous struggle through the inertia that committees and collectives and STV’s (no, not sexually transmitted viruses, but single transferable votes) can engender.

Pacifica calls itself a movement, yet currently it is behaves like a jobs program, a cult, or a social service agency. And oftentimes, the loudest and most obstreperous have the privilege of the microphone. There are endless meetings of committees and ‘task forces’– mostly on the phone – where people just like to hear themselves talk. Sometimes they get lucrative contracts from their grandstanding. It’s been grueling for someone in my position, someone like me who is not a process person, much less a political gamer. I keep asking: what’s the endgame? Paralysis has set in, coupled with organizational drift.

The programming isn’t attracting many listeners anymore, either. It skews towards the narrow in its editorial stance, leans towards the niche, and change to the programming can’t occur without a fight. The listening audience is small, in other words, the stations have yet to grow into their large signals.

Business practices are oftentimes shoddy and opaque and mirror the culture of our times – lots of self-interest with a focus on individual needs as opposed to performance, affordability, or the common good. And we’ve hit some tough economic times without having the general will to do the hard work necessary in order to ensure sustainability– contracting rather than continually expanding the size of our financial obligations. Basically, resources and airtime have been allocated for internal political purposes at the expense of service to audience, innovation, or the care and feeding of our broadcast physical infrastructure. Some of this has to do with the fact that very few people either on air or off air actually have radio experience, other than being part of Pacifica.

That was not the case with you, nor is it with me.

Conversely, there are many dedicated and smart people working within Pacifica. They may not work at full speed – it is rather ‘comfortable’ especially for those who work unsupervised – but they make a consistent effort to give voice to the voiceless and hold government and power accountable. And those who work without self-interest or giving constant grief to management (a four-letter word in Pacifica) are to be applauded.

The overall media landscape has changed fundamentally. I find it exciting and wanted very much to bring Pacifica into the 21st century. The demographic of our country has changed as well, not to mention all the new generations now active and alert to the world around them. It is, to quote Victor Hugo, the best of times and the worst of times. Apparently, it’s always been like that.

Pacifica could take advantage of technology, both at the front end (content and programming) and the back end (infrastructure and business applications), but that would require the general will of the internal stakeholders, and that general will is not cohesive enough or even amenable to altering the status quo.

I have given notice and will be leaving Pacifica shortly. Despite my best intentions and determined and focused efforts, I was continually thwarted to do the job I was hired to do. I did my best to apply my knowledge, expertise, and creativity to Pacifica, and we made some forward progress.

I gave to those responsible for the governance and oversight, plans, clarity, and transparency. They cannot deny knowledge of the state of the network. Whether they act on it, or just call in consultants to tell them what time it is, is another issue. I tried to dispel magical thinking in all arenas and was relentless in my attempts to get some best practices and collaborations in place.

I had some success.

It’s not necessary for me to alliterate those successes. Despite being handed an enfeebled situation and having no resources to work with, I gave it my best shot and worked hard. And despite having to fight for every inch of standing, not to mention authority, I have enjoyed working with those who actually work and accomplish bona fide deliverables of consequence and service.

We stand now on the shoulders of hundreds, if not thousands of those who have contributed internally. And Pacifica is much loved and valued by its listener supporters. Pacifica will carry on, and it has been a challenging opportunity to, albeit briefly, help out.

I hope that all stakeholders remember that Pacifica is a public trust, a veritable weapon of mass information, and keep a big vision in play rather than petty politics.

Thanks for being a bold and brave broadcaster.

With much respect,