. . . screenshot of the homepage, taken the day of the coup, M7Oct2019 – the sole webpage WBAI has, showing the audio button of the relay, https://www.wbai.org/ . . .
With the coup at WBAI by the breakers, a new phrase entered the lexicon of PacificaWorld. Everyone wondered what it was, where it came from. It may surprise people, but Pacifica Across America, both the term & the idea, was mentioned seven weeks before, by KPFA station manager, Quincy McCoy. The occasion was the Sa17Aug2019 KPFA Local Station Board. In response to what proved to be a serendipitous question, McCoy referred to Pacifica Across America in connection with Interim Executive Wrecker John Vernile & SiriusXM, a broadcaster:
[…] a series of programs that we want to put together called, er, I think – the working title is Pacifica Across America, & that would be a list of the best shows of Pacifica that would run on, on Sirius & also on the Pacifica website”
Audio feed? There is no audio “Pacifica website”. But WBAI has a website. It’s now a single webpage, emblazoned with Pacifica Across America. Beneath it is an audio button of the 24-hour alienation organised by the PAA “Consulting Programmer”. A certain Quincy McCoy. (And, of course, it’s not being pumped out on https://pacifica.org/.)
Seven weeks. And how long had IEW Vernile been in the job? 17 days, having started 1Aug. Now why would the IEW prioritise starting this Pacifica Across America project in his first two weeks? Before visiting the stations? Without having raised this idea in a publicly recorded Pacifica meeting? Why?
The clue lies in the months before. In the planning of how to oust ED Maxie Jackson:
The five-person PNB Personnel Cttee hadn’t met in Feb & Mar. But it was awoken from its slumber. And put to work. Starting Tu16Apr, it met each & every week, for 12 weeks. The last five meetings, from M3June, were all in private. M1July everything was ready, agreeing its ED evaluation report for the PNB. The next evening, the PNB ousted Maxie. Friday, he left his job. Sorted.
If Pacifica’s good at anything, this is it. (Yes, it bears repeating. Pacifica rarely gets complimented these days. Have a heart.)
Four weeks later, Vernile appeared out of the blue. Or so it seemed.
And the personnel of the Personnel Cttee? Chair Jan Goodman (KPFK listeners-delegate), Sabrina Jacobs (KPFA staff-delegate), Donnie Grumpf (KPFA listeners-delegate), Adrienne LaViolette (KPFT listeners-delegate), Robin Collier (affiliates) . . . more than a majority – and all breakers.
It seems IEW Vernile came into the job already knowing what he was going to do.
Mr Martin appended to his report WBAI’s FY2020 cashflow projection, with FY2018 & 2019 comparatives (year-end is 30Sep). This was taken from ICFO Tamra Swiderski’s undated cashflow report presented to the Th19Sep private PNB meeting. (Why private you may rightly ask – but that’s the default obdurate & deep secrecy culture permeating almost everyone occupying a seat on a Pacifica committee.) That report has individual FY2020 cashflows, with the two comparatives, for each of the five stations, the Radio Archives & National Office, & then an aggregation of the seven (consolidation, in the jargon).
Cashflow statements must be interpreted carefully, not least because they ignore both expenses that have accrued (so not yet billed) & revenues that have been deferred (again, not yet billed). Given Pacifica’s activities, especially how revenues are generated, cashflow statements materially underestimate its accrued financial position, & therefore whether creditors are smiling or frowning, & how intensely.
Please note that given the ICFO’s assumptions, KPFA’s cumulative cashflow deficit for the three years to 30Sep2020 is $1 091 306, more than 2½ times that of WBAI’s. Lest anyone think this is just about the past, KPFA’s deficit for the year just startedisprojected to be $658 207. They don’t tell you those three facts in quite a few Pacifica forums. Such is the work of ideology, here that of California station chauvinism, exhibited as separatism, not solidarity.
Director & temporary PNB Chair, Alex Steinberg: 12:27
Director Ralph Poynter: 15:35
Legal counsel for WBAI peeps, Arthur Schwartz: 16:24
GM Berthold Reimers & PD Linda Perry (our photogenic duo): 58:15
He says he was elected temporary Chair of the Pacifica Board at its Su13Oct meeting – why this wasn’t done in public, he didn’t even address. The politics of ‘not in front of the children’ has to end.
. . . veridically, the Nielsen rating on this? . . .
Apologies for delay in posting this unbelievable news from Tracy Rosenberg: I wrongly assumed the weekend would witness more onslaught. But why don’t the Pacifica solidarians communicate directly with those interested in Pacifica? What’s the problem in being frank, removing uncertainty as to what’s happening?
How was the PNB’s 11-11 paralysis broken? It seems one person switched, Ron Pinchback (WPFW staff-delegate). The only publicly available authoritative & sourced evidence I have found on this question is the audio of the Su13Oct PNB public session. It only lasted 2:46 because quorum wasn’t made, & consisted in roll-call & a few telling remarks. The acting Chair was Alex Steinberg (WBAI listeners-delegate); roll was taken by Grace Aaron (KPFK listeners-delegate), conventionally a job of the PNB Secretary. Only 11 directors were present, but included the prize, Mr Pinchback. https://kpftx.org/archives/pnb/pnb191013/pnb191013a.mp3
Oddly, Tom Voorhees (KPFA listeners-delegate), a Pacifica solidarian, wasn’t. The session ended saying (2:29) they were going back into private session again. This suggests that there was no intention of having public proceedings, it merely being a useful way to let the public know (1) important things were happening in private, not least because (2) Mr P had switched sides, & so (3) Mr Voorhees was on the evening’s call but held in reserve.
There’s strange language in what is said to be the passed motion: “3) That all actions and plans for WBAI and our other stations be provided by an iED to the full PNB for review and approval, prior to their execution” (my emphases). Not ‘the’. There’s no mention of IEW Vernile having been fired, so is this imminent?
In any case, music corporate careerist IEW Vernile isn’t the sort of guy to hang around when lil peeps rebut him, is he?
Ms Rosenberg put the below report in her newsletter, & then on her blog, Pacifica in Exile: https://pacificainexile.org/archives/2781. For your convenience, each of her webpages has a newsletter subscription application box.
~~~
FOR IMMEDIATE RELEASE: Sunday October 13, 2019
Majority of Pacifica Board Votes to Restore WBAI
Berkeley – On the evening of Sunday October 13th, the majority of the Pacifica Board of Directors voted to restore WBAI-FM to local content and staffing and undo the heist that occurred on October 7th. This vote also occurred on Saturday, October 12th, but on that day the perpetrators decided to “not count” the votes of five members of the national board from three different signal areas and then muted their telephone lines so they could not participate in the board proceedings.
The twelve directors who met on Sunday night, who represent an absolute majority of the Pacifica National Board and include at least one director from each of the five signal areas, also did the following:
1. Removed the vice chair of the board from the vice chair position [Sabrina Jacobs, KPFA-Staff delegate]
2. Removed the secretary of the board from the secretary position [Bill Crosier, KPFT-Listeners delegate]
3. Instructed law firm Foster Garvey to withdraw from all litigation on behalf of Pacifica
All 12 board members, who represent a quorum of the nonprofit’s board of directors formally waived notice requirements for the special meeting and convened on a conference line that did not permit the involuntary muting of participants.
The perpetrators of the unauthorized shutdown failed to show up for the Sunday night meeting after only mustering nine votes in their Saturday night attempt to retroactively authorize their actions.
Here is the motion that restored community radio to New York:
MOTION to Restore WBAI – from Alex Steinberg, James Sagurton, Shawn Rhodes, Tom Voorhees, Grace Aaron and Lawrence Reyes
Due to the severe financial stress being placed on Pacifica because of loss of revenue from the interruption of the WBAI fall fund drive on the one hand, and the unusual severance, legal, and administrative costs incurred by the closing of the WBAI studios and operations on the other, be it resolved:
1) That WBAI be immediately restored to its fully functional state as it was prior to Oct. 5, 2019;
2) That all funds, equipment, files, computer access, the ENDEC required for emergency broadcasting by the FCC, studio to transmitter link, website and email access, bank accounts and credit card access, and any other actions or materials needed to restore WBAI to its previous condition be restored or returned, as the case may be, immediately.
3) That all actions and plans for WBAI and our other stations be provided by an iED to the full PNB for review and approval, prior to their execution;
4) That financial reports be submitted to the full PNB by the iCFO as soon as possible after the relevant period close. The iCFO should devise a set of reports that includes monthly P&L statements, quarterly balance sheets and cash flow, cash flow projections by quarter if not by month, plus any additional analytical reports that the PNB and management would find helpful for planning purposes; and
5) That a plan be drawn up for reducing expenses by the PNB with the participation of the iCFO and presented to the PNB in writing before the next regular PNB meeting (scheduled for November 7, 2019).
WBAI is expected to return to local control after the federal holiday on Tuesday October 15, 2019.
The board minority continues to insist the meeting was illegal and their takeover of WBAI was sanctioned, but they have never on a single occasion been able to demonstrate authorization of their actions by a majority of the board of the Pacifica Foundation .
This comment arose from Tracy Rosenberg’s assertion, Sa12Oct, that “Board directors representing WBAI’s 8,000 voting members prevented from voting in post-facto vote to authorize WBAI’s shutdown” (my emphasis). That was her one-sentence post this evening, Sa12Oct, at the Pacifica Radiowaves group at Facebook: https://www.facebook.com/groups/PacificaRadiowaves/permalink/1345046588983955/. Her post links to her Sa12Oct article, ‘The turn of the screw: WBAI’s elected directors prevented from voting on WBAI shutdown’, https://pacificainexile.org/archives/2769.
In response to that post, Kim Kaufman noted, “Kathy Davis was on the PNB when Summer asked for a vote of the PNB to lay off/fire a majority of the WBAI staff in 2012 or 2013. Kathy voted for it, even though she knew she would lose her job. She voted for what’s best for Pacifica.” Ms Rosenberg replied, “Absolutely. No staff representative has ever been excluded from a vote regarding layoffs for expense-cutting in the history of Pacifica democratic governance. Until now” (my emphases).
My own comment was posted at that FB group, with this as the final sentence of the intro:
Tracy, why do you say “Board directors representing WBAI’s 8,000 voting members prevented from voting” (my emphasis)? Who, making what decision, has done this? When was this decision made? How can such a decision be made by other than a legally constituted meeting of the PNB, at which those alleged to have a conflict of interest are (1) able to hear the reasoning against them, before (2) being given time to get advice (legal & otherwise), & then (3) having the opportunity to present at a PNB meeting an evidenced counter-argument?
Let me note, because no-one mentioned it in this FB group, that since the Th10Oct PNB public & private sessions there have been two more private sessions: 8.30pm (all ET), F11Oct, “Purpose: discuss confidential personnel, legal, and contractual matters”, “Continuation of Oct. 10 Executive Session”, called by Bill Crosier, 11.07pm, Th10Oct; & 8.30pm, Sa12Oct, “Purpose: To discuss confidential personnel,legal,and contractual matters [original, rushed typing]”, called by Crosier, 11.24pm, F11Oct. These notices only appeared on the grid calendar, not on the linear list that is the homepage of Pacifica Calendar & Meeting Archive, https://kpftx.org/.
Tracy, you say “prevented”, so the PNB voted to exclude the three? Was this done at Friday’s meeting?
Just some immediate, obvious points concerning by-law 13, “Conflicts of Interest”, that Greene relies on for his opinion. [UPDATE, Sa12Oct: Tracy says, “Greene is not relying on Pacifica’s bylaws. He’s relying on section 5233 of the CA Corporations Code”.https://www.facebook.com/groups/PacificaRadiowaves/permalink/1345144892307458/]
On its face, there are two themes in this by-law that make it inapplicable here:
it only applies when “financial or business interests” are involved; &
it only applies to “proposed contract or transaction”, so prospective action by Pacifica, not retrospective justifications of unauthorised actions by IEW Vernile, the Interim Executive Wrecker.
I’ll go thru the by-law in its sequence.
By-law 13(2) speaks of a conflict of interest as involving “financial or business interests”. Greene gives no evidence that this applies to directors Steinberg & Sagurton. Concerning staff director Rhodes, he has as much of a monetary interest as any of the other paid staff directors, as the claimed benefit of shuttering WBAI is to monetarily help the other stations.
By-law 13(3) starts by saying, “An Interested Person must disclose in writing all material facts related to an actual or potential Conflict of Interest to the Board and/or the members of a committee considering a proposed contract or transaction to which the Conflict of Interest relates” (my emphasis). Have the three accused submitted anything in writing?
But the whole of by-law 13 only refers to prospective action by Pacifica, “proposed contract or transaction”, not retrospective action, such as Vernile’s wrecking on Monday.
13(3) then speaks of “after the Interested Person responds to any questions that the Board may have regarding the Conflict of Interest, the Board shall discuss the matter, outside the Interested Party’s presence, and vote on the contract or transaction in question” (my emphases): so this occurs during a PNB meeting, not an exchange of emails – and anyway, the possible conflict of interest refers to prospective action, not retrospective.
Furthermore, 13(3) says, “In order to approve the contract or transaction, the Board must in good faith after reasonable investigation make the following determinations [blah, blah]” (my emphases): no evidence has ever been presented that shuttering WBAI was merely one option amongst a number of considered, thought through, &, furthermore, costed options; indeed, there is no evidence that the PNB has ever directed the IEW & ICFO to document such options, & no evidence that the PNB has ever discussed such options.
13(4) starts this way: “If the Board or committee believes that an Interested Person has failed to disclose an actual or potential Conflict of Interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose” (my emphases). Greene’s letter to PNB Vice-Chair Sabrina Jacobs, KPFA-staff delegate, is dated F11Oct. So how long was this opportunity, the one given to the three accused? Five hours? Five minutes?
The next & final paragraph, indeed, the last of this by-law: “If, after hearing the response of the Interested Person and making any further investigation, the Board reasonably believes is warranted in the circumstances, the Board determines that the Interested Person has in fact failed to disclose an actual or potential Conflict of Interest, it shall take that action it, in its sole discretion, believes to be appropriate in light of the circumstances.” Again, all this done in five minutes?
Cited, & attached, is what’s purported to be ICFO Tamra Swiderski’s cashflow projection for FY2020 (so the year ending 30Sep2020), with FY2018 & 2019 as comparatives. It’s undated, but the original filename includes the phrase “Pacifica Cash Flow Presentation 9.19.19”.
Another worker in Switzerland had passed this to me at the beginning of the month, but that copy lacked explanatory notes, esp. assumptions, so it made no sense publishing it. GA’s copy has the list of assumptions, plus the data for National Office & Pacifica Radio Archives. So here it is:https://mega.nz/#!mmZUkICB!1c74TQ4oTKyQ6dHNB_h5eLYHspltLDujlGFbEcj-X_c.
Note that for WBAI alone, it says “Assumes not funding Central Services FY20” (page 4). Oh. In the absence of a recommendation by the PNB Finance Ctteeon the financial dimension of WBAI’s future, & no decision made by the PNB itself, why is this assumption in a fundamental planning document, such as Pacifica’s FY2020 cashflow projection? Who’s doing the planning here for a radically different WBAI?!? If this isn’t evidence of planning between the Interim Chief Financial Officer & the Interim Executive Director, I don’t know what is.
What was that date, again? “Pacifica Cash Flow Presentation 9.19.19”, Th19Sep2019. So perhaps presented at the private PNB session that evening. 2½ weeks later, home invasion station invasion. Will this be raised at the PNB, in a public session, calling these individuals to account? Don’t hold your breath.
I’ll discuss Ms Aaron’s piece in a summary post next week.
~~~
Wake Up Before Our Buildings are Sold!
Pacifica iED, John Vernile, has laid off all staff at WBAI, taken control of their transmitter and is broadcasting shows from other stations. This was done without Pacifica National Board approval. John Vernile never gave prior notice or a plan to every member of the PNB.
This action coupled with inaction to remedy financial shortfalls at all of our stations may very well result in the forced sale of our buildings.
Recent weak fund drives at all of our stations indicate that our financial crisis cannot be attributed solely to shortfalls at WBAI. Bequests in 2019 at KPFA, KPFK, WBAI and the National Office have kept the Foundation afloat. However, bequests are rare, so income projections cannot include them. See the attached cash flow report from our iCFO. Scroll down to see the actual income and expenditures for 2018 and 2019 as well as projections for 2020. Significantly increased spending on the Pacifica National level in 2019 of about $600,000 above 2018 must be factored in to any financial analysis. This increase in expenses dwarfs any WBAI shortfalls. Therefore, even if WBAI disappeared (ie- no income/no expenses) predicted fund drive underperformance at the other stations coupled with out of control spending at the national level will rapidly create a cash crisis that may very well result in the forced sale of our buildings.
Here’s why:
1) To my knowledge as a PNB Director, Mr. Vernile has neither calculated nor communicated the financial ramifications of the shutting down of operations at WBAI. Initially, it will mean the loss of at least $200,000 to $300,000 in income from the WBAI fall fund drive. The laying off of staff without proper notification of the WBAI Union will most likely result in legal expenses, arbitration costs, etc. Severance payments will have to be made to employees who are laid off. Where will the money for that come from? Legal challenges have already ensued. Travel, hotel and other expenses are being incurred without PNB approval. Instead of ameliorating Pacifica’s cash flow crisis the shuttering of WBAI has exacerbated it.
2) No income generating mechanism has been put in place to replace the income currently brought in by WBAI. In order to maintain the WBAI license it will have to be kept on the air. That means that the overhead of the transmitter rent owed to 4 Times Square of almost $18,000 per month will have to be paid by the National Office or the other stations. At least one WBAI staff member will have to be paid. This will most likely mean an additional $10,000 per month in expenses. Thus, overhead of about $28,000 per month will have to be paid without any income coming in from WBAI unless there is some plan that has not yet been communicated to the PNB for income generation.
3) The sale or swap of a signal is a lengthy process. A reasonable estimate is that it would take at least 1 ½ years and is, therefore, not an option that would prevent the forced sale of our buildings if we are not able to meet payroll at one or more of our stations or if a vendor or creditor takes legal action against us, which appears more likely than not in the next few months. Three National Board Directors, Nancy Sorden from WPFW, Lawrence Reyes from KPFK and myself, Grace Aaron from KPFK spoke with Marc Hand, who is an expert on signal sales and swaps. He verified that the sale or swap of a radio license is, indeed, a lengthy process. To explain, first a buyer or swap opportunity for a signal has to be found. Terms have to be negotiated. Next, the National Board has to agree to the swap or sale. Then the exact terms of the swap or sale have to be communicated to all members of the Pacifica Foundation and they must vote to approve the sale or swap. A 10% quorum has to be reached. If the membership approves, Pacifica would submit an application for approval of the specific swap or sale to the Federal Communications Commission. The FCC process takes a minimum of 90 days. In that 90 days is a 30 day public comment period. If there are any objections the FCC investigates them which adds at least 2 or 3 months to the process. Also, it is not legal to borrow money against a potential signal sale or swap. Bankruptcy would add another layer of approval to any signal sale or swap process, thus lengthening the process not expediting it.
4) Initially, if there is a lack of cash, vendor payments will be delayed. This is already happening at the National Level. The next step if income cannot meet expenses will be the inability of more stations or units to meet payroll. It can be predicted that the first step will be for the National Office to use the $200,000 set aside to make payments on the $3.2 million loan to meet payroll or emergency vendor payments. After that there will be no buffer whatsoever. There is no other reserve. Pacifica will not be able to make scheduled payments on the loan. Bankruptcy will be the only option. This will trigger the calling in of the loan by the lender to protect the lender’s interests from a Pacifica bankruptcy filing. Then our buildings will be foreclosured on and the forced the sale of our buildings will take place to cover the $3.2 million principal owed as well as pay employees and other pressing obligations.
Is there a Solution?
In times of great stress, it is tempting to reach for quick, magical solutions. Although these can sometimes pan out in rare instances, this would be a very risky course of action. Staff, Board members, volunteers and others should be encouraged to seek help from major donors, etc., but the most likely way to stave off the forced sale of our buildings is to do the usual, not the unusual. In that light I propose the following:
1) That the actions taken against WBAI be reversed immediately and that WBAI resume its fall fund drive.
2) That all efforts be made to improve the performance of fall fund drives across the network.
3) Our unions should be consulted and immediate union negotiations be started to help us reduce our salary and benefits expenses in a humane manner.
4) Plan and execute a network-wide national fund drive to bring in extra resources.
5) When finances permit, consider hiring a National Development Director to pursue grants and major donor fund raising.
Should We Seek Outside Help, Change the Board Structure, Replace Governance and Follow Experts?
Commercial and public radio, newspapers, public TV and internet media are in terrible shape. Experts galore have not found a solution to the changing media landscape which is causing the rapid decline in income of most traditional media sources with resources moving to social media.
There is also the demise of Air America, Current TV and Al Jazeera English.
I doubt that ‘experts’ are the answer. But, hey, someone at the LA Times reached out to a billionaire who bought that newspaper and is spending a lot to revive it. So if anyone knows a billionaire, please reach out!
That’s all for now.
In peace,
Grace Aaron, Pacifica National Board Director from KPFK
Please check out Joe Friendly’s channel: https://www.youtube.com/user/joefriendly/videos. His films include the W8May2019 WBAI LSB, & two public sessions of current LSB candidates being asked questions.
Tonite, the PNB meets at 7.30pm ET, one hour earlier than usual. It will be livestreamed from https://kpftx.org/; best is the ‘Direct Link’ embed, usually taking you to https://sixminutes.com:9000/pnb_1. However, there’s every chance quorum will not be achieved (12 of the 22 directors).
PacificaWatch 