KPFK’s new station manager, Miquel Calçada, deserves a public statement from ED Lydia Brazon on what’s expected of him – in FY2022, what loss will be acceptable? will it be OK if audience simply doesn’t fall? will it be OK if membership only falls 5%? … or doesn’t it matter what happens? Public comment at Su19Sep2021 KPFK LSB

The last time KPFK achieved an annual net income was FY2011 ($119 800); the previous one was FY2005 ($135 665). So only one since 30Sep2005, just one in the last 15 financial years – but at least that’s one more than WBAI, the fave whipping-boi.

For the 15yrs, the gross cumulative loss is ~$2.851m (an average of ~$204k per deficit year), & the net cumulative loss is ~$2.732m. In the Pacifica discourse it is never mentioned that KPFK has this financial performance – nor, to recognise how truly bad this is, that it’s been achieved without, as mitigation (& partial explanation), a cost inflicted upon it comparable to WBAI’s transmission tower lease. That’s the onerous Empire State Realty Trust near-15yr contract thrust upon the station in June2005 by PNB Chair Ambrose Lane, Sr (WPFW staff-delegate), signed, without any public discussion or explanation, a mere 12 days after stepping into the job of emergency Executive Director after Dan Coughlin resigned. Remarkably, the severity of the contractual terms, & the need for Pacifica to plan given the cost escalator, weren’t broached at all in the Pacifica public audio recordings of the time, or indeed even 5yrs later (sic).

(By contrast, in the earlier KPFK period, FY1994-2005, so an overlap of one financial year, a period totalling 12yrs, there were only three annual net losses; & of the nine net incomes, five were <$100k, but the others were ~$340k (FY1996), ~$136k (FY1999), ~$457k (FY2003), & ~$136k (FY2005). Note that it hasn’t always been disclosed by either the relevant auditor or Pacifica how the five restatements of Pacifica’s annual financial statements have affected the record of the individual accounting units – please see note #1 at

Into this history has now stepped Miquel Calçada, who on W15Sep started work as the third KPFK station manager this calendar year.

At this local station board meeting, I hadn’t intended to comment, just listen to the stream. But it wasn’t coming on, even after 30mins, & although Pacifica meetings usually start late, this was unusual. So I went onto Zoom & found the meeting was underway. In the chat I reported the lack of stream, but TechGuy was adamant it was fine. Nevertheless, the water failed to reach me, even at the end of the meeting, so I guess it was down to the pipe I was using from the link given by (water also didn’t come out of the page’s audio button).

Below are the two comments made, slightly augmented. In the first, point #3 had been written-up but in the rush was inadvertently left out. In the second, & importantly, the ultimate responsibility of the directors is invoked: their own dereliction in not stopping ED Lydia Brazon being derelict.


1st comment

Re the fund-drive Tu20July-M30Aug, six whole weeks, striking facts can be inferred from the data given to the W15Sep KPFK Finance Cttee by Business Manager Barry Brooks. He said the $600k drive “raised a total of $235 725 […] with 1 592 pledges [made]”. (Regrettably, he didn’t give the number of donors.)

So, (1), a pledge corresponds to an average of ~$148 raised – note, the average donation (& the donor distribution) wasn’t disclosed.

(2), using the membership station datum of 11 729 at 7Apr2021 from the National Elections Supervisor, assuming all pledgers are KPFK members & the membership was unchanged, pledgers amounted to only 13.6% of the members, or 1-in-7⅓, 3-in-22 – so more than 86% of members didn’t pledge. Big donors may be contacted, but so can all the members.

And (3), given that 3 666 KPFK members voted M7June-W7July in the by-laws referenda, & there were only 1 592 pledgers during the fund-drive that started only 2wks later, the number of pledgers amounted to only 43.4% of voters – so almost 57% of voters were motivated enough to cast their ballot but not to pledge. In absolute numbers, 1 592 pledgers compares with ~2 779 voters supporting the New Day amendments, & only ~852 voting against the change.

So given point 3, it would be naive to believe that the New Day attempt to break up the Pacifica network hasn’t undermined the attempt to raise money for KPFK. And no Pacifican is naive.


2nd comment

KPFK has had a financial crisis since Apr2020, so almost 1½yrs. Miquel Calçada is the third KPFK station manager this calendar year. Yet no-one has said publicly that a document, called a plan, exists. Any plan. What we have had is firefighting, rather than exercising foresight to turn a vision into concrete steps. This is obviously unacceptable – and evidence of Executive Director Lydia Brazon being derelict.

The only intent shown in the public record is the 11June2020 PNB decision: “that significant expense cuts be made at KPFK as soon as possible. These cuts should be at least 30%” – so not even giving a deadline.

Likewise, the directors, those of 2020 & the current year, have also proved themselves derelict in allowing this: as carers of the public charity’s assets they have a legally regulated duty to act as trustees, the much heralded fiduciary responsibility. The chief operating officer is the primary instrument of any board of directors – and Pacifica Foundation, Inc. is no exception. Unfortunately, & disastrously, the dog is allowing itself to be wagged by the tail.

Being fair to Miquel, ED Brazon needs to publicly declare, in writing, what constraints she has placed upon him, not least the scope of his decision-making, & disclosing what she expects him to achieve. What instructions has she given him? The members, the staff, the listeners, current & future vendors – all deserve to know. We need to know what we can rationally expect from him. It is also one way to make his own job a little easier.

Transparency tempers expectations, makes responsibilities less ambiguous, & facilitates accountability.



Important correction: a separate staff referendum is required by sections 5342(d) & 5033, California Corporations Code. Shockingly, Pacifica is a public benefit non-profit corp, not a mutual benefit one

. . . d’oh! . . .

Whoops, the wrong area of law was cited in July when explaining the need for this year’s separate staff referendum. The error was in a post to two Facebook groups, which was also re-posted here,

Why did this happen? Like most of us immersed in PacificaWorld – seeing it all too often run as a private club, not a public charity – it seems to operate for mutual benefit, making it legally a non-profit mutual benefit corporation . . . but no: it’s a public benefit one. Who knew? It’s not mentioned in the Articles of Incorporation, the by-laws’ “Identity and Purpose” (Article 1), the auditor’s report, nor on any Pacifica website; but it is by the California Registry of Charitable Trusts: “Entity Type: Public Benefit” – (quickest way to search is 011303, Pacifica’s state charity registration #, the first box).

There you go, says Lydia.

(Nevertheless, I should have spotted that public benefit law as a whole is invoked deep in the by-laws, in Article 5, Section 1(D) & Art. 7, Sec. 10(C). D’oh! Yes, one always needs to be alert whilst travelling in PacificaWorld.)

The correct sections of the Code: § 5342(d), & § 5033.

§5342(d), re “termination” of a membership class: “[t]he articles or bylaws may impose additional requirements regarding termination of all memberships or any class of memberships” (bold added).

§ 5033, re what counts as approval by the members: “approval shall include the affirmative vote of a majority of the outstanding memberships of each class, unit, or grouping of members entitled, by any provision of the articles or bylaws […] to vote as a class, unit, or grouping of members on the subject matter being voted upon” (bold added).

(There is another section, § 5151(e), concerning “corporate actions”, but presumably, in context, that doesn’t include the action that is a whole membership vote.)

These sections are easy to access from the hypertexted contents of Title 1, Corporations, of the CA Corporations Code:

Non-profits are Division 2; it starts with general statements (Part 1), with public benefits being §§ 5110-6910 (Part 2), & mutual benefits §§ 7110-8910 (Part 3).

And the relevant Pacifica by-law? Amending by-laws, so Art. 17, & in Sec. 1(B) one finds (3), both (v) & the final paragraph, & (4).

Importantly, these two sub-sub-sections refer to different aspects of membership class: (3) is particular, restricted to rights, of two kinds, voting & transfer; whereas (4) is general, speaking of “impact”, the impact of the proposed amendment upon the class.

The (3):

[…] (v) materially and adversely affect a Member’s rights as to voting or transfer. [new paragraph] In the event that a proposed amendment would do any one of the above-mentioned things, it shall not be adopted unless also approved by the Members; provided however, that such adoption, amendment or repeal also requires approval by the members of a class if such action would materially and adversely affect the rights of that class as to voting or transfer in a manner different than such action affects another class.

Art. 17, Sec. 1(B)(3), both (v) & final paragraph in full (bold added) –

The (4):

[…] If the proposed amendment would impact one class of Members differently from another class, the Members shall vote in classes and the majority vote of the Members of each class shall be required to approve the amendment […]

Art. 17, Sec. 1(B)(4) (bold added) – same link

By force of these two citations, in both 2020 & 2021 the voting results, not just the ballots (the quora were different), had to be separated, between listener-members & staff-members. If for no other reason, in each year there was a proposed amendment that, to be as succinct as possible, had a differential class adverse material effect re voting rights.

How? In 2021 this effect was caused by what was involved in the Opus Deists’ New Dayists’ proposal to differentially change the class voting rights of staff-members, of how they would vote to get a member of their class onto the Pacifica National Board. New Day devised an amendment to terminate the staff membership class (& not the listener class) – replacing it with two new classes (paid staff, unpaid staff). One effect re class voting rights would be to discriminate against the class of staff-members: unlike the class of listener-members, they would lose the class right to be involved, to vote, in electing into position a station-specific staff director on the PNB, so five in total; at present that class voting right is exercised by 30 individual staff-members, the six staff-delegates on each local station board. Putting it the other way, under the proposed amendment, listener-members from each station would still vote into position a listener director specific to their own signal area, whereas staff-members (now in two classes) would lose that class voting right because their new class voting right would have a different spatial quality, trans-Pacifica, not station-specific, their ballots being aggregated nationally (in the two new classes).

Yes, this proposed amendment has a differential class adverse material effect re voting rights; one reason why in 2021 there were referenda (one for listeners, one for staff), not a referendum – so two results.

It remains to be seen whether the breakers can get around this by-laws obstacle & still achieve their aims.


The directors need to get a grip: instructing ED Brazon to devise & publish plans, & to ensure their implementation by the station managers. Public comment at Su12Sep2021 KPFK LSB

A public comment was made, on the fly, at the Su12Sep2021 KPFK LSB (2:07:03, Listening to the meeting, & what hadn’t been said, a comment had to be made. In the rush, one clause was incomplete; that’s been rectified in this somewhat augmented re-write. The immediate context was an emergency LSB meeting to replace a prominent breaker, Jim Osborne, who resigned as a listener-delegate, & so as a Pacifica director, a few days before, on Th9Sep. He, like most of the breaker delegates Pacifica-wide, had withdrawn from most of the meetings since the referenda results, M12July – no doubt working on getting the breaker vote out in the current LSB delegate elections . . . mixed in with spending more time with the next group writing another parachute, a new constitution for Pacifica, benignly termed, in Pacificese, a set of proposed by-law amendments.


It was noticeable that not one director candidate (nor anyone in the earlier public comment) stressed that what Pacifica needs today are plans & their execution. In other words, (1) Executive Director Lydia Brazon has been derelict in not producing plans, and (2) the directors constituting the National Board have been derelict in the legal sense (as they’re the carers of the charity’s assets) in not ensuring that ED Brazon has both produced plans & executed them.

Plans have to be of different durations: one, three, & five years. Today there are five most urgent plans: one for Pacifica as a whole; a plan addressing the $3.165m due to FJC by 30Oct2022 (especially given that FJC only allow a loan to last five years, so to 1Apr2023); a financial plan to eliminate losses at KPFK; ditto one for KPFT; ditto one for WBAI.

This will necessarily mean a planned transfer of Pacifica’s fundraising proceeds from KPFA to allow all Pacifica stations to have a station manager & enough staff to adequately do the work of station development & growth, so focusing on programming, outreach, fundraising, & business. This is the minimum perpetual station staff complement of any functioning radio network – Pacifica cannot be reduced to an aggregation of stations, of fiefdoms.

The directors need to take control, making the ED (& the Chief Financial Officer) their instrument; likewise, the ED needs to ensure that the five station managers implement her plans. Both relationships are required to allow the testing of ideas for Pacifica’s development & growth, concretised in plans that are democratically adopted & made public. It’s also one way that Pacifica member decision-makers, & senior employees & contractors, can be made accountable to the members & listeners, those who either elect them or pay their wages. This is all basic. One may call this rational arrangement democratic centralism.

But can the political conditions be created for this? – not least because the breaker momentum is likely to result in them controlling from Jan2022 the PNB & three local station boards, allowing them to ram thru all the by-law amendments they want that don’t need a national membership vote; plus them creating a 23rd at-large director; plus a PNB-directed ED taking over any of KPFK, KPFT, & WBAI as emergency austerity operations.

Without comprehensive public statements (that is, policies) of what the directors want to achieve, & so what the ED has to plan & execute, (1) the directors & the ED are largely unaccountable for their acts of commission & omission, & (2) the intent of all concerned isn’t transparent. That’s why these plans have to be made public.

Instead, what we have is firefighting: living at the level of events, not structures. Choosing not to develop a vision, choosing not to exercise foresight. Refusing to make the necessary hard decisions. Objectively, the anti-breakers function as breakers, jeopardising both individual stations & Pacifica as a network.

Deficiencies & absences. Helping to explain why Pacifica is largely run not as a public charity but as a private club.


[This would have taken 3¾mins to read; so ~30secs a para.]