. . . the inner circle of directors, capable of organising a new beginning? . . . or a wasted 1½yrs on top of 3yrs? . . .
. . . a coming gloaming? . . . the darkness sweeping in upon the face of the deep? . . .
Report out from the Pacifica National Board (PNB) Executive Session held on March 31, 2021: The PNB met in closed session to approve extension of the FJC loan for 18 months on the positive recommendation of the auditor.
. . . presumably badly written, in the haste: not “met […] to approve”, intent, the intent of some directors, but ‘met […] and approved’ . . .
[UPDATE . . . guess not in haste: this is what PNB Chair Alex Steinberg read out 8mins into the Th1Apr PNB meeting. Oh.]
. . . &, crucially, the statement doesn’t offer an explanation, with grounds, of why the directors think the business falls within the remit of the closed session provision of the Communications Act of 1934, § 396(k)(4), & its interpretation by the Corporation for Public Broadcasting . . . so hopefully an explanation to the members, & the world (not least the CPB), will be issued within the requisite 10 days . . .
[an update will be given]
On the loan, will the PNB be transparent, describing in full the terms of the extension, the commitments they have placed upon the members & the members’ organisation – even better, will the directors publish the agreement, the agreement they are so proud of?
. . . 18mths interest charge = $3.265m x 6¼% x 1½yrs = $306 093.75 . . .
. . . the last time Pacifica made an annual net income was FY2006 . . .
The meeting had been noticed W24Mar, at a surprisingly late hour, 10.20pm EDT. Obviously, as the webpage says, an “[e]mergency meeting”. Then cancelled. With 5hrs14mins to go. Oh.
No new PNB meeting has been noticed, private or public.
The next one is the regular one, on Thursday, by happenstance falling on Pacifica Day, at the usual 8.30pm EDT time. This had been noticed 4Jan2021, in a batch, for the first Thursday of Feb thru June2021.
No private PNB meeting is currently noticed. Oh . . .
. . . although, by the presence of absence in the Communications Act of 1934, there is no requirement to notice a private deliberative meeting, only to issue a public written statement of why it occurred:
[i]f any such meeting is closed pursuant to the provisions of this paragraph, the organization involved shall thereafter (within a reasonable period of time) make available to the public a written statement containing an explanation of the reasons for closing the meeting
The Corporation for Public Broadcasting, CPB, has offered an interpretation of the “within a reasonable period of time”: “CPB also requires that the written statement be made available for inspection, either at the CSG recipient’s central office or posted on its station website, within 10 days after each closed meeting” (emphases added; CSG is Community Service Grant, the big bucks programme).
Pacifica consistently fails to do this – even though directors continually happy-talk the ease with which CPB money will come to Pacifica’s rescue, a rescue avoiding the need for the directors to recognise the organisation’s absolute decline, to carry out their responsibilities, to have vision, to make difficult decisions, and to devise & implement a plan resulting in fundamental change. (That’s why the breakers remain unchallenged in marking out a future for Pacifica. Anti politics only takes you so far; & it increasingly loses its efficacy each & every time it’s used to mobilise, such as trying to motivate peeps to vote defensively, negatively, in a referendum they didn’t initiate.)
Re providing written explanations, just to take this calendar year, with not even one quarter completed, Pacifica has had tens of private meetings covered – & not covered – by the Act & the CPB requirement. And how many written statements has Pacifica published? One. And that even came from a local station board, when KPFK’s slapped ‘Bellicose’ Bella on the whatever for a moment of hyperbole.
And in making this elementary assessment we won’t go into directors & delegates consistently hiding under their security blanket, their default secrecy mode by, (a), in an ad hoc way, applying a very broad interpretation of “proprietary information”, obstructing transparency &, as an effect, blocking the opportunity to hold individuals to account, &, (b), failing to obey federal law – notably, the perennial cry of ‘can’t discuss personnel matters’ whereas the Act (& the CPB) says closed meetings are “to consider matters relating to individual employees” (the sub-section of the Act already cited, emphases added). (Even so, the relevant Pacifica by-law contradicts the Act: it says “personnel” – https://pacifica.org/indexed_bylaws/art6sec7.html.)
Note that the cited fed requirement is for those getting fed money: “[f]unds may not be distributed pursuant to this subsection to […] the licensee or permittee of any public broadcast station, unless the governing body of any such organization, any committee of such governing body, or any advisory body of any such organization, holds open meetings preceded by reasonable notice to the public” (§ 396(k)(4), p. 216, emphases added); with funds being “the Public Broadcasting Fund” (§ 396(k)(1)(A), p. 212), administered by the CPB.
These days Pacifica receives none, so by the law it doesn’t have to hold public meetings – but they’re required by a by-law: “[a]ll meetings of the Board of Directors and its committees shall be open to the Members and to the public, with the exception of [blah, blah]” (the linked Article 6, Section 7).
And in any case, Pacifica wants that money, but the CPB has laid down its law: “[t]o be considered for re-entry to the CSG program, the Radio CSG program must be open to new applicants, Licensee and Stations must demonstrate full compliance with the General Provisions at the time of application, and Licensee and Stations must fulfill all requirements outlined in the March 28, 2013 letter” (Kathy Merritt (CPB Senior Vice President, Journalism & Radio) to ED Lydia Brazon & PNB Chair Alex Steinberg, 22May2020, p. 1, emphases added). So Otis ‘Groundskeeper Willie’ Maclay, who the ED says is the CPB compliance officer (has she told him?), better up his game.
When did Pacifica stop receiving CPB money? The last auditor’s report to disclose such income was Ross Wisdom’s final report, FY2011 (it gives $1 153 528 – Note 15, pp. 19-20; pp. 22-3 of the PDF). Perhaps without noticing, the PNB Audit Cttee & the PNB accepted the reports from auditors Armanino that only disclosed total grant income. One can infer that Pacifica last received CPB monies in FY2013 – the usual 70% of the annual grant (in Oct2012), with the remainder withheld because Pacifica became ineligible (it would have arrived Mar2013); inference made by inspection & using as a proxy the stations’ average annual unrestricted grant income FY2009-FY2012.
[UPDATE: the Pacifica-FJC negotiation has moved on, so at 4.56pm EDT, Tu30Mar a private PNB meeting was noticed for 9.30pm EDT, W31Mar: “Emergency Session: Action on loan required prior to maturity [you don’t say . . .] Purpose: Action required on loan” – https://kpftx.org/pacalendar/cal_show1.php?eventdate=20210331. Question is, will the directors deign to provide the great unwashed with even a summary of this crucial discussion, let alone identifying who asserted/argued what, invoking what evidence/ignorance, & importantly identifying how each director voted – giving the members a transparency of proceedings allowing them to hold accountable elected decision-makers for their views & actions/inactions? Each director should be proud of their thoughtful behaviour. Not happy to hide.]
Again, denying the FJC reality in clear sight – M29Mar PNB Audit Cttee
This meeting mentioned quite a few times that the FY2019 auditor’s report has to be ‘ready’ by F30Apr, has to “meet the deadline of April 30th” (23:41), set by “the vendor” (27:41), “a large vendor” (28:42), “our creditor” (26:53). Unnamed, of course. FJC, of course.
The ‘a’ & ‘b’ audiofiles, as per the URL’s:
How the powers that be are able to make themselves look ridiculous is beyond absurd. It reminds me of an episode, learnt in the family, a prisoner swap in 1976. The head Stalinist of the Chilean Communist Party, Luis Corvalán Lepe, & a prominent Soviet dissident, Vladimir Bukovsky. East German media only reported the release of Corvalán. So that’s what East German TV showed. Even though everyone knew that in Berlin everyone also watched West Berlin TV. The Pacifica info gatekeepers stand proudly, in illustrious company (a pun to come, to be completed, if you know the great work of Francesco Rosi).
Meanwhile, concerning reality, readers of this blog already know that the loan agreement with the Foundation for the Jewish Community requires this of Pacifica by 28Jan each year:
120 days after 30Sep is 28Jan. Each & every year. That’s RealWorld, the world of contracts, of promises, of carrying out one’s responsibilities. To put things in perspective, the reality of PacificaWorld, in the last 25 fiscal years of auditor’s reports, since FY1994, only twice has Pacifica managed this: FY2006, 19Jan2007; & FY2007, 14Jan2008.
By the FJC standard, that’s a 92% failure rate. But importantly, re Pacifica’s contractual promise to FJC, it’s a 100% fail. Even worse, Pacifica has yet to present, as per contract, “audited financial statements” to FJC. The FY2019 & FY2020 audits haven’t been done. And the FY2018 audit was something else: to say, less importantly, the auditor’s report was available for issue not on 28Jan2019 but 16July2020, so 17½mths late; &, more importantly, no audited statements were produced: Rogers & Co declared, “we do not express an opinion on these financial statements” (p. 2; p. 4 of the PDF). This was because “we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion” (same passage). So, a shedload of money for an auditor’s report without audited financial statements. So it goes.
FJC negotiation: fear of a third disclaimer of opinion? the ‘pensions hole’?
It’s obvious that FJC are forcing some conditions upon Pacifica. Not that Pacifica has much to give. And choosing to approach FJC at the last minute, late Feb, four weeks before a compulsory fire sale of Pacifica’s land & buildings, shows the incompetence of the inner circle of directors – & the passive, dreamlike existence, of the others. Given the group-think/lack-of-thought, it was noticeable that PNB Finance Cttee Chair James Sagurton (WBAI listener-delegate) managed to speak up last month, warning that it won’t be all plain sailing. But as this blog has consistently explained, the FJC Agency Loan Fund has been struggling to get borrowers since at least 2018, so the donor-advised accountholders are happy to ‘earn’ the extra interest from p+3, prime plus 3 percentage points, rather than from private stock & public bonds. At the current 6¼%, if there’s a one-year extension, Pacifica members have to cough up $204 062.50.
And remember what the FY2019 (& FY2020) audit turns on: will there be a third-in-a-row ‘disclaimer of opinion’? – &, crucially, with FJC insisting on the FY2019 auditor’s report by 30Apr, that probability increases because there’s less time for NETA to cobble together what’s needed to satisfy the auditor. Is everything going to end in tears, with Rogers & Co deciding it can’t declare the financial statements offered by NETA to be “fair”, that is, materially accurate?
That’s the Hamlet.
In other words, will Rogers & Co be “able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion”, not least in accepting NETA’s estimate of the pensions liability, an estimate having to be made given the lack of recent annual audits for the two pension funds? (The last public talk was one FY2016 audit, not both, being underway (sic).) There has never been a satisfactory public explanation to staff, ex-staff, members, & listeners, of why the ‘pensions hole’ has proven intractable. Why the payroll & pensions records have proven so difficult to reconstruct. When will even one member of the PNB Audit Cttee, & indeed the PNB, insist on transparency & accountability?
As emphasised in the draft history being made of Pacifica’s auditing, linked below, in the current ruling ideology of accounting & auditing a principal norm is that an audit cttee is fiercely independent – independent of management. And that means NETA. Not relying on it like a crutch. For example,
a healthy organisation has an audit cttee that works throughout the year, acting as the principal means for the directors to discharge their duty of monitoring the management of the accounting & finance function, to ensure that it’s performing adequately. A primary task for the audit cttee is ensuring that the auditor’s annual management letter, in part detailing the deficiencies of the A&F function (including its management), is immediately, & comprehensively, acted upon. In a healthy organisation it’s never left up to A&F senior management alone to decide the programme of remedial action, & to monitor implementation. And that requires an audit cttee with the necessary competence (knowledge, experience, & skills), time, & access. The audit cttee needs these qualities in order to be independent of management, & therefore have the capacity to assist the directors in discharging their duties, some being specified in law. New PNB Audit Cttee members need training before they stand for election to the Cttee; & the Cttee needs a public depository of resources, so all members, staff, & listeners can have the opportunity to learn about this crucial activity of the Foundation
This has been the spirit, expectation, & practice urged upon Pacifica by only one auditor since FY1994: Tony Pohl, co-owner of PMB Helin Donovan, who also happened to be a Pacifica donor. He tried, conscientiously, between Dec2008 & July2010. Before being escorted from the building by CFO LaVarn Williams & ED Arlene Engelhardt in Oct2010. Yes, another Pacifica coup. Yes, another disappearance. (Yes, Chile & Pacifica are twined.) Sense the attempt at culture change by listening to the audiofiles re the FY2008 & FY2009 audits, plus those re the series of four post-FY2009 audit meetings he spoke at (yes: those were the days!). His ousting robbed Pacifica of a golden opportunity. So it goes.
. . . not my aesthetic, but in PacificaWorld one takes what one can . . .
And 40:44 into the Audit meeting, Chair Eileen ‘it’s Ros-in’ Rosin exclaimed to the world that she had no idea that KPFK’s station manager, Anyel Fields, had resigned – resigned about 10 days before. Jesu. Bless us & save us. Can always rely on Eileen having her finger on the corpse.