How can conflict of interest by-law 13 disenfranchise 3 of the 4 WBAI directors? ๐™๐™๐™š ๐™ฌ๐™–๐™ฎ ๐™ฉ๐™๐™š ๐™—๐™ง๐™š๐™–๐™ ๐™š๐™ง๐™จ ๐™–๐™ง๐™š ๐™ค๐™ฅ๐™š๐™ง๐™–๐™ฉ๐™ž๐™ฃ๐™œ ๐™ž๐™จ ๐™ฅ๐™ค๐™ž๐™จ๐™ค๐™ฃ๐™ž๐™ฃ๐™œ ๐™‹๐™–๐™˜๐™ž๐™›๐™ž๐™˜๐™– โ€“ ๐™–๐™ฃ๐™™ ๐™ฌ๐™๐™ค ๐™ฌ๐™ค๐™ช๐™ก๐™™ ๐™ž๐™ข๐™–๐™œ๐™ž๐™ฃ๐™š ๐™ฉ๐™๐™ž๐™จ ๐™ž๐™จ๐™ฃ’๐™ฉ ๐™ฅ๐™–๐™ง๐™ฉ ๐™ค๐™› ๐™ฉ๐™๐™š ๐™ž๐™ฃ๐™ฉ๐™š๐™ฃ๐™ฉ?

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:

๐™๐™๐™š ๐™ฌ๐™–๐™ฎ ๐™ฉ๐™๐™š ๐™—๐™ง๐™š๐™–๐™ ๐™š๐™ง๐™จ ๐™–๐™ง๐™š ๐™ค๐™ฅ๐™š๐™ง๐™–๐™ฉ๐™ž๐™ฃ๐™œ ๐™ž๐™จ ๐™ฅ๐™ค๐™ž๐™จ๐™ค๐™ฃ๐™ž๐™ฃ๐™œ ๐™‹๐™–๐™˜๐™ž๐™›๐™ž๐™˜๐™– โ€“ ๐™–๐™ฃ๐™™ ๐™ฌ๐™๐™ค ๐™ฌ๐™ค๐™ช๐™ก๐™™ ๐™ž๐™ข๐™–๐™œ๐™ž๐™ฃ๐™š ๐™ฉ๐™๐™ž๐™จ ๐™ž๐™จ๐™ฃ’๐™ฉ ๐™ฅ๐™–๐™ง๐™ฉ ๐™ค๐™› ๐™ฉ๐™๐™š ๐™ž๐™ฃ๐™ฉ๐™š๐™ฃ๐™ฉ?

~~~

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/.

https://kpftx.org/pacalendar/cal_show1.php?eventdate=20191011 & https://kpftx.org/pacalendar/cal_show1.php?eventdate=20191012

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/]

Links to by-law 13: https://pacifica.org/indexed_bylaws/art13.html (this form is convenient); another is the booklet, also dated 1Jan2016, pages 37-9 https://mega.nz/#!qyBgCK6J!99O3H916evVwa5U0FSef2ONlL8pkQU4OZKLZIfXzq6Y)

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.

https://pacifica.org/indexed_bylaws/art13sec2.html

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?

https://pacifica.org/indexed_bylaws/art13sec3.html

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 โ€“ 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?

https://pacifica.org/indexed_bylaws/art13sec4.html

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?

Kangaroo court.

Breakers try to disenfranchise 3 of 4 WBAI directors: alleged conflict of interest. Ford Greene legal opinion to PNB Vice-Chair Sabrina Jacobs, F11Oct2019. Page 1 of 3

The software only allows one large image per post, so for your convenience the three-page letter takes three posts.

https://mega.nz/#!qqhzHQwa!_sn44Q8cs3s5sg-rsBuJcFlkzxcFgPqsN3CAntJYOIo (read online using ‘magnifying glass’ or download)